Terms and Conditions

§ 1 Scope, Contracting Parties

**1.1** These Terms and Conditions ("T&Cs") govern the contractual relationship between onboos GmbH, Linerhofstrasse 5, 9032 Engelburg, Switzerland ("Provider" or "Sendlix") and its business customers ("Customer") regarding the use of the Software-as-a-Service offering Sendlix.io.

**1.2** Sendlix.io is intended exclusively for entrepreneurs within the meaning of Swiss law and Sec. 14 BGB (Germany), as well as for legal entities under public law and special funds under public law. Contracts with consumers are excluded.

**1.3** These T&Cs apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their applicability in writing.

**1.4** Individual agreements set out in separate contracts, order confirmations or written agreements take precedence over these T&Cs.

§ 2 Subject Matter of the Contract

**2.1** The Provider makes available a Software-as-a-Service platform for the creation of shipping labels and the connection to external logistics service providers ("Carriers") via the internet to the Customer.

**2.2** The scope of services includes in particular:

• provision of the Sendlix platform with admin interface and API endpoints,

• connection to the supported Carriers (as of the date of this contract: Swiss Post, DPD, Planzer, WebStamp),

• webhook integrations with the supported ERP systems (as of the date of this contract: Tricoma, Xentral, Weclapp),

• generation of shipping labels and tracking numbers based on the data provided by the Customer or the Customer's ERP system,

• storage of technical processing and debugging data relating to the shipments performed (see § 9.4),

• technical operation, maintenance and further development of the platform.

**2.3** The Provider is expressly not a freight carrier, forwarding agent or postal service. Shipping itself, the contractual relationship with the Carriers, the postage, the transport and all related obligations rest exclusively with the Customer and the respective Carrier.

**2.4** The use of the Carrier connections requires the Customer to hold valid contracts and access credentials ("Carrier Credentials") with the respective Carriers. Obtaining such contracts and credentials is the sole responsibility of the Customer.

**2.5** The Provider is entitled to further develop, adjust or replace components of the functional scope as well as the supported Carriers and ERP systems, provided that the main contractual purpose is not significantly impaired thereby.

§ 3 Conclusion of Contract

**3.1** The contract comes into existence by the Customer's online registration via the platform, by mutual signature of an order form or by express order confirmation by the Provider in text form.

**3.2** The Provider is entitled to refuse a registration without providing reasons, in particular in case of justified doubts regarding the Customer's creditworthiness, identity or business status.

**3.3** Upon conclusion of the contract, the Customer accepts these T&Cs as well as the data processing agreement (DPA) attached as an annex or concluded separately.

§ 4 Free Trial

**4.1** The Provider may grant the Customer a time-limited free trial. Duration and scope of the trial will be communicated upon registration.

**4.2** During the trial period, no licensing or usage fees are incurred by the Customer. Any Carrier costs vis-à-vis the respective Carrier remain unaffected and are to be borne directly by the Customer.

**4.3** A paid continuation of the contract following the expiry of the trial period requires the express consent of the Customer in text form. There is no automatic conversion into a paid contract.

**4.4** Reduced service levels apply during the trial. The Provider reserves the right to terminate the trial at any time without giving reasons, with effect for the future.

§ 5 Provision of Services, Availability

**5.1** The Provider provides the platform service in accordance with the current state of the art and within the scope of its industry-standard capabilities ("best-efforts clause"). A specific availability percentage is expressly not guaranteed.

**5.2** The Provider will endeavour to schedule planned maintenance during low-traffic periods and to inform the Customer with reasonable advance notice.

**5.3** Impairments of availability due to force majeure, disruptions of upstream networks or cloud providers, cyber attacks or outages of individual Carrier APIs are not attributable to the Provider and do not constitute a breach of contract.

**5.4** The Provider is entitled to temporarily restrict individual functions where this is necessary for reasons of security, stability or legal compliance.

§ 6 Cooperation and Diligence Obligations of the Customer

**6.1** The Customer shall ensure that the data it provides (in particular address data, shipment data, Carrier Credentials) is complete, correct and lawfully obtained.

**6.2** The Customer is solely responsible for:

• the existence and validity of its contracts with the Carriers and the Carrier Credentials provided,

• the lawful processing of personal data of its recipients in accordance with Art. 6 GDPR and Art. 31 revFADP, including the existence of an appropriate legal basis for the transfer of recipient data to the respective Carriers,

• compliance with all import, customs and export regulations,

• compliance with all applicable sanctions, embargo and export control regulations (see § 6.5),

• the diligent handling of access credentials to its Sendlix account and the immediate notification of loss or misuse.

**6.3** The Customer shall refrain from any abusive use of the platform, in particular automated mass requests outside the intended use, reverse engineering, the introduction of malware or the transmission of unlawful content.

**6.4** If the Customer breaches its cooperation obligations or transmits inaccurate data, the Provider shall not be liable for any resulting deficiencies in the service, in particular faulty labels or shipment failures.

**6.5** Sanctions and Export Control Law: The Customer undertakes not to use the platform for shipments to recipients subject to a sanctions list of the EU, Switzerland, the USA, the United Kingdom or the United Nations, or to countries subject to a comprehensive embargo. The Customer shall indemnify the Provider against any third-party claims (including from authorities) and against any fines and proceedings costs arising from a breach of this obligation. This indemnification applies regardless of fault on the part of the Customer.

§ 7 Remuneration and Payment Terms

**7.1** The remuneration consists of the following components, in each case in accordance with the price list agreed upon at the conclusion of the contract:

• a one-time setup fee, due upon conclusion of the contract or upon expiry of any trial period. The setup fee is non-refundable; this also applies in the event of termination by the Customer prior to the expiry of the first contractual month,

• a monthly subscription fee, payable in advance at the beginning of each month,

• usage-based fees per shipping label generated or per shipment, billed in arrears for the respective billing period.

**7.2** All prices are exclusive of statutory value-added tax.

**7.3** Billing takes place monthly. Invoices are due for payment within 14 days of the invoice date without deduction.

**7.4** In the event of payment default, the Provider is entitled to claim default interest at the statutory rate as well as reasonable reminder costs. In case of payment default exceeding 30 days, the Provider may, after a prior reminder with reasonable notice, suspend access to the platform.

**7.5** Price adjustment: The Provider is entitled to adjust the remuneration to the extent that:

• sub-processors or upstream cloud providers (in particular hosting, database and authentication services) raise their prices vis-à-vis the Provider, in the amount of such increase,

• regulatory changes, new statutory requirements or security obligations cause demonstrable additional costs to the Provider, in the amount of such additional costs,

• a once-yearly adjustment is made in line with the Swiss Consumer Price Index (LIK), capped at the percentage increase of the index since the last adjustment.

The Provider shall inform the Customer in text form at least 30 days prior to the effective date, stating the reason for the adjustment. The Customer may terminate the contract with effect from the effective date of the price adjustment.

§ 8 Rights of Use

**8.1** The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right of use to the platform for the term of the contract.

**8.2** All rights to the platform, the underlying software, the documentation, trademarks and other intellectual property rights remain with the Provider.

**8.3** Inputs, address and shipment data of the Customer ("Customer Data") remain the property of the Customer. The Provider receives the right to use the Customer Data exclusively for the purpose of contract performance and processing on the Customer's instructions in accordance with the DPA.

§ 9 Data Protection, Confidentiality, Data Storage

**9.1** The Provider and the Customer undertake to comply with the applicable data protection requirements, in particular the GDPR and the Swiss Data Protection Act (revFADP).

**9.2** Where the Provider processes personal data on behalf of the Customer in connection with the use of the platform, the parties shall additionally conclude a data processing agreement (DPA). The DPA forms an integral part of this contract. The technical and organisational measures are set out in the TOM annex to the DPA.

**9.3** Hosting and processing locations are exclusively within the European Union. Any sub-processors with data processing outside the EU are transparently named in the DPA and subject to appropriate safeguards (e.g. EU Standard Contractual Clauses, adequacy decision).

**9.4** Scope of data persistently stored by the Provider: The Provider stores only such data as is necessary for contract performance and for technical diagnostics and debugging purposes. This includes, in particular, recipient and sender address data, shipment and tracking information, and technical logs. Shipping labels themselves are exclusively transmitted or temporarily stored in binary or base64-encoded form (without separate plain-text extraction). No further evaluation or secondary use of Customer Data takes place. Retention periods are set out in the DPA.

**9.5** The Provider does not warrant the recoverability of shipment history, logs or other debug data beyond what is offered by the respective sub-processors (in particular Supabase) within their standard backup mechanisms. The Customer is required to maintain business-critical data in its own ERP or logistics system.

**9.6** Both parties undertake to treat confidential information of the other party that becomes accessible to them in the course of contract performance with strict confidentiality and not to use it for purposes other than those of the contract. This obligation survives the termination of the contract.

§ 10 Liability

**10.1** The Provider is liable without limitation for damages arising from intent and gross negligence as well as for damages arising from injury to life, body or health. Mandatory statutory liability rules remain unaffected; this applies in particular to liability under Art. 82 GDPR.

**10.2** In case of slight negligence, the Provider is liable exclusively for the breach of essential contractual obligations and only for the contractually typical damage foreseeable at the conclusion of the contract.

**10.3** The Provider's liability for slight negligence is limited per case of damage to the net amount paid by the Customer in the preceding twelve (12) months, but in any event capped at CHF 50,000 per contract year.

**10.4** Liability for lost profits, indirect damages, consequential damages, loss of data (beyond the recovery from the last available backup) and damages arising from the conduct of Carriers or third-party cloud providers is excluded in the case of slight negligence.

**10.5** The Provider shall furthermore not be liable for damages caused by inaccurate, incomplete or unlawful data of the Customer, nor for damages arising from a breach of the sanctions and export control obligations under § 6.5.

**10.6** Claims for damages of the Customer become time-barred within one year from the statutory commencement of the limitation period, to the extent legally permitted.

§ 11 Term, Termination, Data Export

**11.1** The contract is concluded for an indefinite period.

**11.2** Both parties may ordinarily terminate the contract in text form with a notice period of 14 days to the end of a month.

**11.3** The right to extraordinary termination for cause remains unaffected. Cause exists for the Provider in particular in case of payment default exceeding 30 days, serious breach of cooperation obligations, breach of the sanctions and export control obligations, or the opening of insolvency or bankruptcy proceedings.

**11.4** Data export after the end of the contract: The Provider is not obliged to provide a data export on its own initiative. Upon the express written request of the Customer, which must be received by the Provider within 14 days after the end of the contract, the Provider shall make the Customer's shipment history available for export in a machine-readable format (CSV or JSON, at the Provider's choice). The Provider may charge for the effort of provision at its usual hourly rates if the provision exceeds an export feature available within the standard scope.

**11.5** If no request from the Customer is received within the period under § 11.4, the Customer Data shall be deleted in accordance with the provisions of the DPA, unless statutory retention obligations prevent this.

§ 12 Changes to the T&Cs

**12.1** Non-essential changes: The Provider is entitled to amend these T&Cs unilaterally in case of editorial adjustments, clarifications, the correction of typographical errors or amendments that do not change the contractual relationship to the disadvantage of the Customer. Such changes shall be notified to the Customer in text form with reasonable advance notice, but at least 14 days.

**12.2** Essential changes: If the Provider intends to make changes that materially affect the main service obligations, the remuneration (beyond § 7.5), the liability or the scope of data processing, such changes require the express consent of the Customer. The Provider shall inform the Customer in text form at least 30 days prior to effectiveness and request consent. If the Customer does not give consent, the contract continues under the existing conditions. In this case, both parties are entitled to terminate the contract in text form with effect from the intended effective date of the change; the Customer's special right of termination shall furthermore apply if the Provider rejects the unchanged continuation of the contract.

**12.3** A tacit consent through mere silence of the Customer in response to a notification of change is not assumed.

§ 13 Final Provisions

**13.1** Should any provision of these T&Cs be or become invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provision with a valid one that comes closest to the economic purpose of the invalid provision.

**13.2** Amendments and supplements to this contract require text form. This also applies to a waiver of this text form requirement.

**13.3** This contract is governed by the substantive law of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and excluding conflict-of-laws provisions.

**13.4** The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of onboos GmbH (at the time of the conclusion of the contract: 9032 Engelburg, canton of St. Gallen, Switzerland). The Provider is also entitled to sue the Customer at its general place of jurisdiction.

Stand: April 2026