Description: Accounting refers to any accounting, advisory, and account validation service in the fiduciary sense offered by Mercury Strategy.

Use of hourly packages: Hourly packages are defined in advance per quarter. In case of exceeding hours, the package is automatically adjusted to the next package. The client is informed by email and can cancel within 7 days. Unused hours formally expire upon renewal of the package.

Delay in transmitting documents: If the client does not provide the supporting documents necessary to carry out the agreed accounting work, Mercury Strategy cannot be held responsible for any delays or errors in accounting records. Mercury Strategy sends an exhaustive list of missing documents and justifications by email. If Mercury Strategy does not receive all the missing documents from the client, the latter agrees to assume legal responsibility for the missing documents and waives any legal recourse against Mercury Strategy regarding the entry of these documents, even following an audit by the authorities or a judicial decision. Mercury Strategy records accounting movements and closes the balance sheets based on the documents provided. Mercury Strategy informs the client of the risks and damages incurred in the event of non-provision of the agreed documents. In the event of significant delay in obtaining the necessary documents, Mercury Strategy reserves the right to charge overtime.

Termination: Contracts ending prematurely without fault on the part of Mercury Strategy are due in full. Execution deadlines are those mentioned in the offer, unless modified. In exceptional cases (illness, accident, etc.), Mercury Strategy reserves the right to postpone the execution of a contract until its realization is technically possible. If a volume discount was granted, a calculation will be made based on the conclusion for the purchase of the service without discount. Urgent requests (less than 2x the time needed to perform the request) result in a 25 to 50% rate increase. These penalties can amount to 100% in case of a truly urgent request requiring adjustments to the working hours of Mercury Strategy's employees.

Description: Domiciliation means all services allowing a third party to receive administrative documents and assert an official address at the various locations offered by Mercury Strategy.

Client's duty: The client may display the Domiciliation Address on its letterhead and on all its commercial and legal documents, for all its correspondence, in compliance with the law and public morality.

The Client: Mercury Strategy provides the client, for a fee, with premises located at the Domiciliation Address equipped with the space necessary to allow, subject to availability, regular meetings of the management, administration, or supervisory bodies of the company as well as the keeping, preservation, and consultation of books, registers, and documents prescribed by law, except if the domiciliation contract includes an appendix specifying the location where its accounting is kept and archived.

Banking and financial transactions: In accordance with the legislation applicable to Swiss banks, no company is authorized to feature a Swiss address in publications or notices of banking transactions, nor to use the term 'bank'. Unauthorized transactions in securities, the acceptance of public funds for commercial purposes as well as the exercise of unauthorized activity in the field of investment funds are prohibited in Switzerland. These terms do not apply if this company or its establishments have been entered in the Commercial Register and if they benefit from a special authorization from the Swiss Financial Market Supervisory Authority (FINMA) for banking or financial transaction activities in Switzerland or abroad. The client confirms to Mercury Strategy that they are aware of the applicable law in Switzerland and that their business or commercial activity falls within the scope of Swiss legislation.

Execution period: Execution deadlines are those mentioned in the offer, unless modified. In exceptional cases (illness, accident, etc.), Mercury Strategy reserves the right to postpone the execution of a contract until its realization is technically possible. Urgent requests (less than 2x the time needed to perform the request) result in a rate increase of 25 to 50%. These penalties can amount to 100% in case of a request requiring adjustments to the working hours of Mercury Strategy employees.

Termination: Contracts ending prematurely without fault on the part of Mercury Strategy are due in full. Mercury Strategy reserves the right to terminate the contract with immediate effect under the following conditions: If the client becomes insolvent, suspends payments, or is subject to collective proceedings. If the client has failed to fulfill one of its obligations without the possibility of regularization, or if the client has not taken all necessary steps to regularize their situation within 14 days after notification by Mercury Strategy. If the client's conduct, or the conduct of any third party introduced by the client, is incompatible with the ordinary use of the business center. If Mercury Strategy terminates the contract for any of these reasons, it does not end any other obligation the client may have and the client must: Pay for any additional service from which the client has benefited. Pay the fee until the expiration of the duration stipulated in the contract or (if longer) for an additional period of 3 months. Compensate Mercury Strategy for any cost, loss, and damage that the company has to bear due to the termination. If a volume discount was granted, a calculation will be made in relation to the amount of hours already performed for the purchase of the service without discount. Any refund for already signed hour packages is excluded.

Mail Management: The client ensures the receipt, sorting, and scanning of Mercury Strategy mail as well as notifying the client of the processing of its mail during the working days and hours defined by Mercury Strategy. Mercury Strategy will scan all the client's mail received at the domiciliation address. For this purpose, the client gives Mercury Strategy a mandate to receive, on its behalf, any notification and any postal mail addressed to it. The services mentioned above only cover mail addressed to the persons whose names appear in this contract. Mercury Strategy has no obligation or liability regarding mail addressed to other persons. The number of scanned mails per month included in the package is a maximum of 150. Any excess will incur additional mail management fees which will be subject to a separate offer. Mercury Strategy can only receive registered mail and special parcels on behalf of the client if the client previously registers a proxy in favor of Mercury Strategy with the postal services or assimilated companies and if the parcel or special mail is of standard size and weighs less than 5 kg. Mercury Strategy will not accept any parcel weighing more than 4 kg, measuring more than 45 cm in any direction or having a volume greater than 0.03 cubic meters, or containing dangerous materials, perishable goods, or living creatures, and may, at its sole and absolute discretion, return uncollected items or refuse to accept any quantity of items it considers unreasonable or illegal. Mercury Strategy is not authorized to receive deeds delivered by bailiffs and will only transmit to the client the notice of passage and any other related document. Unless previously requested by the client, no advertising mail will be accepted or processed by Mercury Strategy. If an employee must specifically go to the post office to pick up registered or other mail or take mail there, Mercury Strategy reserves the right to charge these fees at CHF 130.-/h excl. VAT. Mercury Strategy will forward the client's mail received at the domiciliation address once a month to the forwarding address indicated by the client. This forwarding of mail (including mail received as registered) will be done by regular mail. Furthermore, the number of the client's mails kept at the domiciliation address may not exceed 50 (fifty) items. Any excess may lead to the automatic forwarding of all or part of these mails at the client's expense. For forwarding mail abroad, additional fees will be applied in accordance with the postal rates in effect at the time of forwarding.

The client's change of forwarding address must be transmitted in writing without delay to Mercury Strategy. The client declares at the date of conclusion of the contract that all information and documents provided to Mercury Strategy are complete and accurate and commits for the entire duration of the contract to: Inform Mercury Strategy of any modification relating to its activity, legal form, purpose, identity, or civil status of persons having the power to represent it, and must provide all relevant documents regarding said modifications; Transmit any supporting document (identity documents, articles of association, extract from the commercial register, and any other document) requested by Mercury Strategy when required by regulations and so that the latter can comply with applicable regulations; Discharge Mercury Strategy of any liability regarding the transmission of oral orders or mail, the latter being carried out by the Post Office. Never hold Mercury Strategy liable, either civilly or criminally, for facts relating to this domiciliation, management, or forwarding of mail. In the event of illegal activity or activity harming the reputation of the Domiciliator, the contract will be terminated with immediate effect and generally without the possibility of a refund.

Description: Company administration means all management activities, legal representation, and protection of company assets, including the management of relations with third parties (shareholders, banking institutions, partners, and public administrations). Mercury Strategy reserves the right to delegate some of these activities to qualified third parties subject to the client's approval.

Responsibilities and protections: Mercury Strategy cannot be held liable for consequences related to an unauthorized transfer of shares or any attempt to sell, pledge, guarantee, or otherwise manipulate shares without the prior and explicit approval of the board of directors, as required by the company's articles of association. In the event of blacklisting by the commercial register or any other public authority due to breaches or infractions committed by the client or its representatives, Mercury Strategy declines all responsibility. The client must ensure that all information provided for registration is complete and complies with legal requirements. Mercury Strategy cannot be held responsible in case of computer hacking, identity theft, or social engineering attempts ('Human Hacking'), including by trusted persons appointed by the client. The client commits to implementing all necessary security measures to protect the confidential information and digital assets of the company. In the event of financial crime, money laundering, or other serious offenses involving the company's assets, Mercury Strategy reserves the right to immediately terminate any contract and report suspicious activities to the competent authorities, in accordance with applicable legislation. The client guarantees that the company's activities comply with all applicable regulations regarding public law, image rights, securities protection, and tax compliance. Mercury Strategy declines any responsibility for attempts of unauthorized access to bank accounts or the manipulation of company assets by shareholders or closely related third parties. The client commits to maintaining a strict separation between corporate assets and individual assets to prevent any fraudulent use for private or personal purposes. In case of failure to declare workers, hiring of personnel without available liquidity to cover salaries and social charges, or any deliberate attempt to conceal hours worked, Mercury Strategy reserves the right to end any collaboration with immediate effect and report the offense to the competent authorities. Mercury Strategy shall not be held liable for criminal offenses committed by employees or representatives of the company, notably regarding the use of company vehicles or traffic offenses. The perpetrator of the offenses is solely responsible for their actions. In case of the purchase of assets or goods without available liquidity, or in the event of an attempt to plan a fraudulent bankruptcy, Mercury Strategy reserves the right to cease all contractual relations with the client and inform the competent authorities.

Force majeure and termination: Mercury Strategy reserves the right to immediately terminate any contract in case of detection of illegal activities, fraud, or manifest violation of contractual obligations. If the client engages in actions that damage the reputation of Mercury Strategy, or if complaints are filed regarding fraudulent behavior, Mercury Strategy may terminate the contract without notice or compensation, and reserves the right to claim compensation for any harm suffered. In case of force majeure (e.g., illness, accident, large-scale hacking affecting Mercury Strategy's services), Mercury Strategy may postpone the execution of its obligations without penalties. Contracts may be terminated or modified under exceptional circumstances.

Description: The role of Mercury Strategy as Chief Financial Officer (CFO) involves ensuring the financial management of the client company, covering planning, cash flow supervision, budget management, investments, and financial compliance. Mercury Strategy also intervenes in financial decision-making, subject to the client's explicit consent.

Responsibilities and limitation: Mercury Strategy is not responsible for consequences resulting from bad decisions made by the client without prior consultation, nor in case of poor financial management resulting from a lack of information or incomplete documents. In case of non-delivery of necessary documents or partial delivery, Mercury Strategy reserves the right to suspend its services until complete documents are received. The client will be informed of potential risks and sanctions, particularly concerning administrative delays or tax penalties. Mercury Strategy declines any responsibility for delays in task execution resulting from the client's refusal to invest or implement necessary processes to improve internal management, or in case of organizational deficiency attributable to the client. If the critical liquidity threshold is reached, resulting in excessive debt relative to the company's capital, Mercury Strategy undertakes to immediately inform the client of the legal obligation to declare bankruptcy to the court. The client is solely responsible for actions or inactions in response to this notice.

Third-party relationship management: Mercury Strategy manages, as CFO, financial relationships with banks, investors, and other financial partners, subject to clear and complete communication of information by the client. In case of non-payment or insufficient provision to cover financial commitments, Mercury Strategy reserves the right to suspend its services, without liability for the consequences of this suspension. The client agrees that Mercury Strategy is released from any liability in case of disagreement related to the use of the provision or the timesheet of hours worked, provided that Mercury Strategy has supplied the necessary details and justifications in a timely manner.

Delays, sanctions, and termination: In case of delay in the execution of tasks due to a deficiency on the part of the client, Mercury Strategy cannot be held responsible for administrative fees, fines, or penalties imposed on the client's company. Mercury Strategy reserves the right to terminate or suspend any contract in case of non-payment of agreed provisions, without liability for any resulting sanctions for the client. This termination may also be invoked in case of bad faith by the client or violation of their financial obligations. In case of force majeure (e.g., illness, accident, cyberattack), Mercury Strategy may postpone the execution of its services without penalties or liability for the delays caused.

Description: Mercury Strategy's role in human resources includes the administrative management of personnel, the declaration of working hours, compliance with hiring standards, and the monitoring of social obligations, including the payment of social charges and the management of employee documents according to Swiss standards, such as Swissdec certification.

Responsibilities and limitation: Mercury Strategy declines any responsibility in case of concealed work, undeclared hours, or illicit work resulting from a voluntary or involuntary omission by the client. The client is solely responsible for the correct declaration of hours worked by employees and must provide accurate and complete information to Mercury Strategy. In the event of non-compliance detected during a site inspection or labor audit, Mercury Strategy cannot be held responsible if this non-compliance stems from the client's failure to provide the necessary information or to adhere to current legal standards. The client is required to ensure compliance of their worksite and their personnel management practices.

Management of social charges and legal compliance: Mercury Strategy assists the client in calculating and paying social security contributions. However, in the event of non-payment of social charges by the client or the concealment of prior debts or bankruptcies, Mercury Strategy cannot be held liable for legal or financial consequences, including penalties and sanctions imposed by competent authorities. The client commits to providing all necessary documents for employee registration, in accordance with Swissdec standards, within the required deadlines. Mercury Strategy declines all responsibility for delays or non-conformities related to the partial or late transmission of documents required by the client.

Force majeure and termination: In case of failure to transmit documents necessary for the registration or management of employees, Mercury Strategy reserves the right to suspend or terminate its human resources management services. The client will be informed of potential consequences, such as administrative sanctions or delays in regularizing employees. Mercury Strategy also reserves the right to terminate its services in the event of non-payment of service fees, failure to comply with laws, or client bad faith, without this termination releasing the client from their obligations to employees and competent authorities.