General Terms and Conditions (GTC)

Growin Marketing · Michael Meier-Panelli · Rebhaldenstrasse 17 · 9445 Rebstein · Switzerland UID CHE‑202.147.017

Date: 2 October 2026

Translation for information only. The German version prevails (clause 14.6).

1. Scope

1.1 These GTC apply to all contracts between Growin Marketing, Michael Meier-Panelli, Rebhaldenstrasse 17, 9445 Rebstein, Switzerland ("Growin") and its customers.

1.2 Deviating or supplementary terms of the customer apply only if Growin has confirmed them in writing. Individual agreements in the quote or order confirmation take precedence over these GTC.

2. Quote and conclusion of contract

2.1 Growin's quotes are valid for 14 days unless stated otherwise.

2.2 The contract is concluded when the customer accepts the quote in writing (email is sufficient) or Growin confirms the order in writing.

3. Services

3.1 Growin provides marketing and IT services, in particular channel marketing, campaign planning and execution, creation of campaign materials (e.g. texts, graphics, digital advertising materials), lead generation, event organisation, content marketing, website creation, search engine optimisation (SEO), platform development, and the execution of MDF campaigns (vendor marketing funds), including the preparation of supporting documentation. Scope, dates and price are set out in the quote or order confirmation.

3.2 Growin owes professional performance of the assignment and undertakes to provide its services carefully, professionally and with a focus on objectives. However, no specific economic result is guaranteed. In particular, Growin does not guarantee:

the approval or payout of funding, which is decided solely by the respective vendor

a specific number or quality of leads, participants or reach

a specific revenue or deal closing for the customer

3.3 For supporting documentation (e.g. Proof of Execution), Growin works according to the requirements of the vendor or fund provider, provided that the customer supplies the necessary documents and information in good time. Growin's remuneration does not depend on whether a vendor approves funding, unless otherwise agreed in writing.

3.4 Growin may engage third parties (e.g. agencies, printers, event providers, platforms) to perform the services.

3.5 Growin hands over websites, platforms and other IT services to the customer for review. The customer reviews them within 10 working days and notifies material defects in writing. If the customer does not notify any material defects within this period or puts the service into operation (e.g. by taking the website live), it is deemed accepted. Minor defects do not prevent acceptance. Upon acceptance, the service is deemed completed within the meaning of clause 7.1.

3.6 Growin remedies free of charge, within a reasonable period, defects in IT services that the customer notifies in writing within 3 months of acceptance. Further claims are excluded to the extent permitted by law; clause 10 remains reserved. Malfunctions caused by changes made by the customer or third parties, by updates to third-party software (e.g. browsers, CMS, plugins) or by hosting do not constitute defects.

3.7 After full payment, the customer may use the website or platform created for it without time limit, modify it and have it further developed by third parties. On request, Growin hands over the access credentials and the source code. Third-party software, templates (themes), plugins, fonts and images are subject to the licence terms of the respective providers. Growin's standard components and tools remain with Growin. Otherwise, clause 11.2 applies.

3.8 Hosting, domain, maintenance, security updates and support are only owed if agreed in the quote. Otherwise, after acceptance the customer is responsible for them, including backing up its data.

4. Customer cooperation

4.1 The customer provides Growin with all information, documents, access and approvals in a timely, complete and correct manner. If cooperation is delayed, agreed deadlines shift accordingly. Growin excludes any liability for resulting failures or additional effort.

4.2 The customer is responsible for ensuring that the content it provides (texts, logos, images, trademarks, contact data) is lawful and that it holds the necessary rights and consents, in particular for sending marketing communications to contacts.

5. Costs and expenses

5.1 Unless the quote provides otherwise, the agreed price includes all costs necessary to perform the service, in particular advertising budget, software and tools (e.g. webinar or video conferencing subscriptions) and services of third parties engaged.

5.2 Travel and accommodation costs and expenses are not included. They are invoiced separately based on actual effort. The same applies to costs arising from additional or changed requests of the customer.

5.3 If the quote expressly states individual costs (e.g. advertising budget) separately, they are invoiced as stated in the quote. Growin may request an advance payment.

5.4 The customer has no right to disclosure of individual costs or of Growin's margin. Evidence required by the MDF provider for the payout of funds remains reserved.

6. Prices

6.1 Prices are in the currency stated in the quote (CHF or EUR) and exclude value added tax and other charges, unless stated otherwise.

6.2 The prices in the quote or order confirmation apply. Additional services requested by the customer are invoiced separately.

6.3 Invoices must be paid in the currency of the quote, without deduction of bank charges or fees. Such costs are borne by the customer.

7. Payment

7.1 Before the start of any service or delivery, a down payment of 50% of the price is due. The remaining 50% is due upon completion of the service or delivery. Completion is the point at which Growin has rendered the agreed services and notifies the customer accordingly, as a rule with the final invoice. If a fixed term is agreed, the end of the term is deemed completion. For IT services, clause 3.5 applies.

7.2 Growin reserves the right to adjust the amount and due date of the down payment in individual cases. The quote or order confirmation prevails. Growin is only obliged to begin the service or delivery once the down payment has been received.

7.3 Invoices are payable net within 14 days of the invoice date. After this period the customer is in default without a reminder. Default interest of 5% per year applies. Growin may charge a fee of CHF 30 for the reminder. For further reminders the fee may increase. Further costs for collecting the claim, in particular for debt collection and enforcement proceedings, will be passed on to the customer.

7.4 In case of default, Growin may suspend its services until the outstanding amounts are paid. The customer may not set off claims of Growin against its own counterclaims unless these are acknowledged or finally established by a court.

8. Changes, cancellation and termination

8.1 Changes to the assignment require written form (email is sufficient). Additional effort is invoiced.

8.2 Growin may terminate any assignment, including one with a fixed term, at any time with effect for the future. The customer may terminate an assignment without a fixed term with 30 days' notice to the end of a month; for assignments with a fixed term, clause 8.3 applies. The customer pays the portion of the price corresponding to the services rendered up to that point, plus costs to third parties that Growin has already incurred as binding commitments and can no longer cancel, to the extent they are not already included in that portion. If this amount exceeds the down payment made, the difference is invoiced; if it is lower, the excess is refunded. Statutory claims in case of termination at an inopportune time remain reserved.

8.3 If a fixed term is agreed in the quote, the contract ends automatically at the end of that term. A renewal only takes place if the customer confirms it in writing before the end of the term. If the fixed term is longer than 3 months, the customer may terminate the contract for the first time effective at the end of the 3rd month, with 30 days' notice. Thereafter the notice period for the customer is 3 months to the end of a month. The price remains due until the end of the notice period. Costs to third parties that Growin has already incurred as binding commitments and that extend beyond the end of the contract (e.g. booked advertising budget or tool subscriptions) are charged to the customer in accordance with clause 8.2. Growin's right to terminate under clause 8.2 remains unaffected.

9. Delivery of goods

9.1 If Growin procures goods at the customer's request (e.g. promotional items, giveaways), it purchases the goods in its own name and resells them to the customer. Growin's purchasing terms are not part of the contract.

9.2 On request, Growin delivers directly to the recipient named by the customer. The customer is responsible for the accuracy of the delivery address. Benefit and risk pass to the customer upon handover of the goods to the carrier.

9.3 Delivery times are not binding unless Growin has expressly confirmed them as binding. Delays at suppliers, in transport or due to force majeure do not entitle the customer to damages.

9.4 For custom-made products (e.g. printing, embroidery, logo), the customer receives a sample or preview for approval before production. By approving, the customer assumes responsibility for the content. After approval, cancellation and return are excluded. Production-related deviations are permitted: up to ±10% in quantity, and within industry-standard tolerances in colour, size and print appearance. Excess or shortfall quantities are invoiced proportionally.

9.5 The customer inspects the goods immediately upon receipt; in the case of direct delivery, it ensures that the recipient does so. Obvious defects and incorrect deliveries must be notified in writing with a photo within 7 days of receipt, hidden defects immediately after discovery. Otherwise the goods are deemed approved.

9.6 For defects notified in time, Growin chooses between repair, replacement and price reduction. Further claims are excluded to the extent permitted by law. On request, Growin assigns its claims against the supplier to the customer. Warranty claims become time-barred one year after delivery.

10. Liability

10.1 Growin is liable by law for intent and gross negligence.

10.2 For slight negligence, Growin is only liable for direct damages and at most up to the price agreed for the assignment concerned. Liability for auxiliary persons is excluded to the extent permitted by law.

10.3 Liability for indirect and consequential damages is excluded, in particular loss of profit, loss of data and reputational damage.

10.4 For services, goods and content of third parties (suppliers, manufacturers, advertising platforms), Growin is only liable for careful selection and instruction. On request, Growin assigns its claims against such third parties to the customer.

10.5 The customer is responsible for the use, distribution and handing out of the delivered goods. It indemnifies Growin against third-party claims arising from the customer or its recipients modifying the goods, using them improperly or contrary to the manufacturer's instructions, or distributing them, unless Growin is at fault.

11. Rights in materials and work results

11.1 Rights in the materials provided by the customer remain with the customer. The customer permits Growin to use them to perform the assignment and, where necessary for that purpose, to pass them on to third parties, in particular to the MDF provider, suppliers and platforms. The customer confirms that it is authorised to do so.

11.2 In the work results created specifically for the customer (e.g. texts, graphics, campaign material), the customer obtains, after full payment, the non-exclusive right to use them for the agreed purpose. Further rights require a written agreement. Know-how, templates, methods and tools of Growin remain with Growin.

11.3 The customer checks Growin's work results for accuracy and suitability before use and uses them at its own responsibility. To the extent permitted by law, Growin is not liable for damages arising from the customer modifying the work results, using them outside the agreed purpose or incorrectly, or passing them on to third parties.

11.4 The customer indemnifies Growin against claims of third parties and authorities arising from the content it provides infringing third-party rights or from its unlawful use of personal data. This also applies to contact data processed in its systems or accounts in the course of an assignment. The customer is solely responsible for sending marketing communications such as newsletters only where this is permitted under data protection and competition law and the necessary consents are in place.

12. References

Growin may name the customer (name and logo) as a reference unless the customer objects in writing.

13. Confidentiality and data protection

13.1 The parties treat confidential information of the other party as secret and use it only for the assignment. The obligation continues after the end of the contract. Excluded are publicly known information, legal disclosure obligations, and disclosure to third parties to the extent necessary to perform the assignment, provided they have been bound to confidentiality.

13.2 Growin processes personal data in accordance with the privacy policy on growinmarketing.ch and the applicable data protection laws. If the customer discloses personal data of third parties to Growin (e.g. recipient addresses or contact lists), it ensures that it is authorised to do so. Where Growin processes data on behalf of the customer, the parties enter into a data processing agreement if needed.

14. Final provisions

14.1 Growin may amend these GTC. For ongoing assignments, the version valid at the conclusion of the contract applies.

14.2 If a provision is invalid, the remaining provisions remain valid. The parties replace the invalid provision with a valid one that comes closest to its economic purpose.

14.3 Notices may be given by email.

14.4 Swiss substantive law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

14.5 The place of jurisdiction is Growin's registered office in Rebstein (SG). Growin is also entitled to sue the customer at the customer's registered office.

14.6 The German version of these GTC prevails. Translations are for information only. In case of deviations or contradictions, the German version prevails.