General terms and conditions: audit

1. Scope

1.1. These General Terms and Conditions ("GTC") apply to audit and related services provided by Onaccounting AG, in particular acting as statutory auditor (Revisionsstelle) in ordinary and limited audits (ordentliche und eingeschränkte Revision), voluntary audits, audits in connection with company formations and capital increases and other special audits required by law (Spezialprüfungen), as well as audits performed under a contractual engagement (Prüfungen im Auftrag).

1.2. These GTC, together with the engagement letter (Auftragsbestätigung), form the basis of the contract. In the event of any conflict, the engagement letter takes precedence over these GTC.

1.3. Provisions that expressly concern acting as statutory auditor apply only to such engagements.

2. Services and performance

2.1. The scope of the services is set out in the engagement letter. Amendments and additions must be made in writing; correspondence by email satisfies the requirement of written form.

2.2. Onaccounting AG performs its services with due care in accordance with the statutory provisions and the applicable auditing standards and professional principles.

2.3. The audit is not designed to detect fraud or other breaches of the law, unless this is expressly part of the engagement. It does not release the client's governing bodies (Organe) from their responsibility for bookkeeping, financial reporting and internal control.

2.4. Onaccounting AG may involve its employees and qualified third parties. They are subject to the same duty of confidentiality as Onaccounting AG.

2.5. Dates and deadlines are targets, unless they have been expressly agreed as binding.

2.6. Onaccounting AG meets the statutory requirements for licensing and independence. It informs the client without delay if these requirements cease to be met during the engagement.

2.7. Reports, agreements and declarations may be signed electronically. The parties recognise electronic signatures as legally valid.

3. Cooperation of the client

3.1. The client provides Onaccounting AG, without being asked and in good time, with all necessary documents and information, and informs Onaccounting AG of all events and circumstances that are material to the audit. This also applies to circumstances that become known only after the report has been delivered and up to the meeting of the client's competent governing body.

3.2. The client provides a signed letter of representation (Vollständigkeitserklärung), together with a signed copy of the subject matter of the audit.

3.3. The client refrains from anything that could impair the independence of Onaccounting AG, and informs Onaccounting AG without delay of any circumstances that may be relevant to its independence.

4. Reports and their use

4.1. Reports become binding only once they have been signed in a legally valid manner. Drafts, interim results and oral information are not binding and may differ from the signed report.

4.2. A report on the annual financial statements (Jahresrechnung) may be used only in unaltered form and only together with the audited annual financial statements. The client ensures that all other parts of an annual report or of other documents are consistent with them, and submits a copy to Onaccounting AG before publication. This also applies to translations.

4.3. All other reports are intended solely for the purpose and the recipients specified in the engagement and may not be passed on without the written consent of Onaccounting AG, unless the client is obliged to do so by law or by order of an authority; in that case, the client informs Onaccounting AG in advance.

4.4. The intellectual property rights in the work results, including working methods and know-how, remain with Onaccounting AG. The client receives a right to use the work results for the agreed purpose.

4.5. Any reference to the contractual relationship, in particular for reference purposes, requires the consent of both parties.

4.6. Statutory obligations to report, to notify and to provide information, in particular those of the statutory auditor, remain unaffected in all cases. Where possible, Onaccounting AG informs the client in advance.

5. Confidentiality and professional secrecy

5.1. Onaccounting AG maintains secrecy about all confidential information that comes to its knowledge in the course of the engagement. This obligation continues after the end of the engagement. The statutory audit secrecy (Revisionsgeheimnis) remains unaffected.

5.2. Disclosure is permitted to the persons involved under clause 2.4 and to the extent required by law or by order of an authority.

5.3. The working papers are the property of Onaccounting AG. In the context of supervision and of the quality assurance required by law, Onaccounting AG may be obliged to disclose them to the Federal Audit Oversight Authority (Eidgenössische Revisionsaufsichtsbehörde) or to a person entrusted with the quality review. These persons are themselves subject to a duty of confidentiality.

5.4. The duty of confidentiality does not prevent Onaccounting AG from carrying out the same or similar engagements for other clients.

6. Data protection and electronic communication

6.1. Both parties comply with the applicable data protection law. Information on the processing of personal data by Onaccounting AG is available at https://www.onaccounting.ch/datenschutz (in German; an English translation is available at https://www.onaccounting.ch/en/privacy).

6.2. The client provides only personal data that are necessary for the provision of the services and that have been collected lawfully.

6.3. The parties may use electronic solutions for communication and data exchange. In electronic transmission, data may be lost, intercepted or altered; each party takes appropriate precautions against this on its own responsibility.

6.4. Onaccounting AG processes and stores data in Switzerland or in countries with an adequate level of data protection, and takes technical and organisational measures appropriate to the risk. Data are processed by third parties only to the extent that this is compatible with professional secrecy and audit secrecy.

7. Fees and payment

7.1. The fee is governed by the engagement letter. Unless otherwise agreed, fees are charged according to the actual time spent at the applicable rates. All fees stated are exclusive of out-of-pocket expenses and value added tax (VAT).

7.2. Cost estimates are based on the information provided by the client and assume the client's cooperation; they are not binding for the final calculation of the fee.

7.3. If a flat fee has been agreed and the scope of the engagement increases significantly, Onaccounting AG informs the client in advance. Additional services are performed only with the client's consent and are charged according to the time spent.

7.4. Invoices are payable within the period stated on them; after this period has expired, the client is in default without any reminder being required. A fee of CHF 40 is charged for each reminder. Onaccounting AG may request reasonable advance payments and interim invoices and may make further services conditional on the payment of amounts due; the statutory duties of the statutory auditor remain unaffected.

8. Liability

8.1. Onaccounting AG is responsible for performing the engagement with due care and in compliance with the requirements of the profession.

8.2. For its activity as statutory auditor and for other audits required by law, Onaccounting AG is liable in accordance with the relevant statutory provisions. This liability cannot be limited by contract.

8.3. For all other services, liability for slight and moderate negligence is limited, to the extent permitted by law, to the amount of the annual fee owed for the engagement concerned. Liability for intent, gross negligence and personal injury remains unaffected in all cases.

9. Term and termination

9.1. The engagement ends upon expiry of the term of office (Amtsdauer), upon performance of the agreed services, or upon termination in accordance with the following provisions.

9.2. Onaccounting AG may resign from a statutory audit engagement before the end of the term of office only for good cause; the right of the client's competent governing body to remove the statutory auditor remains unaffected.

9.3. Good cause includes in particular a breach of the client's duty to cooperate, especially the failure to provide documents or the letter of representation, the loss of independence, justified doubts about the integrity of the client or of its governing bodies, default in payment despite a reminder, and circumstances that make it impossible to carry out the audit in accordance with professional principles.

9.4. All other engagements may be terminated by either party at any time in writing. A party that terminates at an inopportune time (zur Unzeit) must compensate the other party for the resulting damage.

9.5. In special circumstances, in particular if the client conducts business that may damage the reputation of Onaccounting AG, the engagement may be terminated with immediate effect.

9.6. Upon termination, the services performed up to that point are to be paid for according to the actual time spent or, where a flat fee has been agreed, pro rata according to the progress of the work. Fees already invoiced or paid for services performed are not refunded. Obligations entered into by Onaccounting AG towards third parties must be assumed by the client or compensated. All outstanding invoices become due for payment upon termination.

9.7. After termination, Onaccounting AG carries out only those acts that can reasonably be expected of it to prevent damage to the client and that cannot be postponed. There is no obligation to continue the engagement.

9.8. If Onaccounting AG is temporarily unable to provide its services for reasons for which it is not responsible, the agreed dates and deadlines are extended by a reasonable period.

10. Records and retention

10.1. The client is responsible for retaining its own records and data and for complying with the statutory requirements.

10.2. The working papers remain with Onaccounting AG; the client has no right to have them handed over. Onaccounting AG returns original documents provided to it by the client upon request.

10.3. Onaccounting AG retains its working papers for at least 10 years and may keep copies of the documents provided to it for documentation purposes.

10.4. A subsequent statutory auditor or other auditor may be granted access to the working papers by agreement with the client. There is no entitlement to such access.

11. Final provisions

11.1. Amendments to these GTC are notified to the client and are deemed accepted if the client does not object to them within 60 days of notification. For a current statutory audit engagement, the GTC agreed at the start of the engagement continue to apply until the end of the term of office.

11.2. If any provision of these GTC is invalid or void, the remainder of the contract remains valid. The invalid provision is to be replaced by the permissible provision that comes closest to the purpose pursued.

11.3. Swiss law applies. The place of performance and the exclusive place of jurisdiction is the registered office of Onaccounting AG.

11.4. The transfer of rights and obligations under this contract to third parties requires the consent of the other party.

Dübendorf, September 2026.