General Terms and Conditions of ZippIT (Version of December 2021)

1. Scope of Application

Only the current version of the following Terms and Conditions in force apply to the business relationship between Zipp It GmbH
(FN 432356v),
Grünangergasse 8/3, 1010 Vienna, (hereinafter ZippIT) and the Customer. These can be saved or printed out by the Customer.

2. Contractual Partners

The Customer’s supplier, service provider and contractual
partner as well as the media holder is
ZippIT GmbH (‘ZippIT’) –
Grünangergasse 8/3
1010 Vienna
Tel: 43 1 51239960
Company object: development & production of intelligent locking solutions
Commercial Register number: FN 432356v
Commercial Register Court: Vienna
Commercial Court
VAT ID no.: ATU69489216

Only companies in terms of § 1 UGB (Austrian Commercial Code) as well as legal persons of public law and public law separate estate, as may apply, similar laws in their respective country of residence may be Customers. Only Customers in the stated sense are served under this service. Insofar as a Customer grants user-rights to an employee of the Customer the SaaS Agreement is applicable mutatis mutandis (see SaaS Agreement).

3. General Principles

3.1. ZippIT shall render all its goods and services concerning the “ARKURI”, a transport container equipped with a smart locking system, based on these “General Terms and Conditions”
(hereinafter “GTCs”), the enclosed
Software-as-a-Service Agreement (SaaS Agreement) and the enclosed Data Protection Notice and the current Price List, which form an integral part of the GTCs and – if applicable – ZippIT’s individually tailored written offer.
3.2. These GTCs shall apply to any and all contract relations.
3.3. Any general terms and conditions of business of the Customer departing here from shall only apply

where ZippIT has expressly acknowledged them in writing and shall otherwise not apply.
3.4. Insofar as nothing else is agreed upon, only the legal provisions regarding business-to-business transactions according to Austrian law shall apply, even if the order is implemented abroad.
3.5. ZippIT exclusively concludes contracts with companies in terms of § 1 UGB (Austrian Commercial Code) as well as legal persons of public law and public law separate estate.
ZippIT will not conclude contracts with end-users/consumers. The Customer confirms and is liable for being an entity within the meaning of § 1 UGB (Austrian Commercial Code).

4. Scope of use – description of the product “ARKURI”

4.1. ARKURI is a transport container equipped with an app-based smart locking system providing the following features:
internal electronic locking mechanism
external security cable
sensor equipped housing
electronically driven security bolts
carbon fibre technology
4.2. The sensor technology aims to recognize and report manipulations. Motion sensors are built into the system to trigger an alarm in the event of forced entry. Furthermore, ARKURI is alarm-protected by a closed circuit. In case of external force, the alarm is triggered, and the tracking function is activated. The Customer/User can determine who is alerted and which measures are to be initiated.
4.3. ARKURI aims to prevent unauthorized access and aims to keep the Customer/User ahead of any intrusion. The server-controlled security makes it possible to be informed in real time about the status and location of the ARKURI.
A Connected Tracking Module allows real-time transmission of data (depending on the network, see Sec 4.5). The ARKURI app serves as the communication tool between ARKURI and the Customer/User. The App informs about status and location of the ARKURI and also allows to manage the access rights. Thus, the Customer/User can be informed in real time if anyone touches the ARKURI or tries to get access to it.
4.4. In order to enable communication between ARKURI and the user under different circumstances, two types of communication are used: 1. Server controlled
communication and 2. Bluetooth communication between app and cell phone.
Server Controlled Communication:
The server controlled communication enables the Customer/Users to manage their ARKURI, and to give others access to either the entire case or only the external security cable via app.
Bluetooth Communication:
The Bluetooth communication serves as a communication tool between ARKURI and the Customer/User. It allows Customers/Users to operate their ARKURI depending on their access rights. Thus, the locking mechanism is controlled and ARKURI can be opened, closed or attached to a fixed point with the external security cable. In the event that neither NB-IoT nor LTE-M network coverage is available, ARKURI stores all information, and subsequently transmits it to the user via Bluetooth.
4.5. The built-in SIM card and connected services are provided by a third-party telecommunications provider. ZippIT is not liable for the sufficient functioning of any of the services provided by the telecommunications provider. ZippIT will chose the third party to the best of its knowledge but is not liable for performance of such third party services in any respect (see Section 14 DEFAULT/CLAIMS FOR DAMAGES/LIABILITY).
4.6. If the contract between the telecommunications provider and ZippIT is terminated, ZippIT will find an equivalent provider and, if necessary, will exchange the SIM-Cards at ZippIT’s expense.

5. Formation of contract

5.1. The Customer is interested in buying one or more ARKURI(s) accordingly to the provisions of ZippIT’s GTCs, Data Protection Notice and the SaaS Agreement.
5.2. To make use of the corresponding 5.1. The Customer is interested in buying one or more ARKURI(s) accordingly to the provisions of ZippIT’s GTCs, Data Protection Notice and the SaaS Agreement.
5.2. To make use of the corresponding Software-as-a-Service Services

(“Services”; see SaaS Agreement) the Customer will enter into a service agreement with ZippIT (see Section 8 and the SaaS Agreement).
5.3. Offers shall be valid for a period of two weeks unless otherwise indicated in the offer. The engagement shall be deemed to arise at such time as the Customer accepts the offer forwarded by ZippIT. Acceptance shall be deemed to occur upon receipt by ZippIT of the confirmation of the engagement appended to the offer, which the Customer has duly executed in the proper corporate form.

6. Confidentiality

6.1. The parties commit, for the term of this agreement and for a period of five years following its termination, to confidential treatment of all business secrets and all information the other party and its business activities, that they may have come to know in the course of the performance of this agreement; such confidentiality shall apply in particular, without limitation, to all information on goods, product data, prices and customer data relating to this agreement.

6.2. The contracting parties undertake to engage, for the performance of this agreement, only persons that have expressly assumed a confidentiality obligation as described above. The contracting parties shall further subject all of its subcontractors to such a confidentiality obligation (notwithstanding telecommunications providers).
6.3. Disclosure of information by either party if and as required by mandatory law shall not constitute an infringement of the aforementioned confidentiality obligation.

7. Storage and Data Protection

ZippIT only stores data required in the course of business. It goes without saying that all personal data

is handled in confidence.
For further Information see the Data Protection Notice
and the SaaS Agreement.

8. Prices/Fees Hardware and Service

8.1. The price for one ARKURI (Hardware) and the annual
fee for the Services, respectively the different subscription models are as set forth according to the current Price List.
8.2. The price for the hardware check-up is included in the annual fees for the subscription. It includes mechanical and electronic inspection and replacement of wear parts (except the battery). The replacement of the battery and damages caused by improper use of the ARKURI or manipulation of the electronics are explicitly excluded and have to be paid by the Customer/User.
It is expressly pointed out

that access to the electronic and mechanical units, with the exception of the battery compartments, is prohibited. Any misuse will automatically result in the voiding of all warranty and guarantee claims.
8.3. Insofar as the Customer resells an ARKURI to a new owner and both wish to transfer the existing contracts including a subscription and (Package) Warranty Rights (see Section 13) to the new owner, they must inform ZippIT.
Furthermore, the new owner is obliged to pay a registration fee. The registration fee is as set forth according to the current Price List.

9. Payment

9.1. The stipulated price for the ARKURI shall be payable by the Customer in advance. The fee for Services shall be payable by the Customer in advance accordingly to the subscription model (eg 3-year-subscription – for the first three years in advance) The same is applicable for any subsequent period. The Customer shall pay by transferring the respective total to the bank account IBAN AT79 3300 2000 0003 8562.
9.2. Invoices issued by the ZippIT shall be due 14 days from the invoice date without deduction or set-off.
9.3. Compliance with payment deadlines agreed upon shall form a crucial condition for the performance of deliveries and/or contractual
fulfilment by ZippIT. Non-compliance with the agreed payments shall entitle ZippIT to stop ongoing services and to withdraw from the contract. The Customer shall bear all expenses related to this as well as loss of profit of ZippIT. In case of payment arrears, the standard base interest rate shall be charged. Should two instalments (in case of partial payments) not be paid, ZippIT shall be entitled to have immediate maturity come into effect and to render any notes payable due for payment.
9.4. The Customer shall not be entitled to withhold payments due to incomplete overall deliveries, warranty or guarantee claims or defects.

10. Delivery and delivery costs

10.1. ZippIT delivers ex works Vienna (this means that ZippIT delivers title when it places the goods at the disposal of the Customer at ZippITs premises or another named place in Vienna not cleared for export and not loaded on any collecting vehicle).
10.2. The fixed prices stated in the offer at the time of ordering apply to deliveries within Austria and the European Union.
10.3. When hardware is returned for check-up, the Customer bears the transport costs.
10.4. The checked-up hardware will be delivered ex works Vienna within 15 working days as of receipt of the goods by ZippIT.
10.5. Request for inspection
For the purpose of faultless and quick processing, the Customer is requested to open the ARKURI immediately on receipt and inspect it for completeness and any damage.

ZippIT requests that any claims are directed to the ZippIT contact address stated under point 1.
10.6. Delays in delivery
Delivery may be delayed in individual cases by force majeure or other adverse affects. Force majeure equates in particular to strikes, lock-outs, lock-downs, intervention by the authorities, transport bottlenecks beyond our control, operating restrictions beyond our control such as fire, flooding and damage to machines, pandemics, and all other impediments that ZippIT is not responsible for when considered objectively. The Customer is informed without delay of the start and end of such obstacles. Where the temporary obstacle to performance lasts for more than four weeks after the originally agreed delivery date, the Customer is entitled to cancel the order. Further entitlements, in particular to compensation, do not exist.

11. Reservation of ownership

11.1. ZippIT reserves the ownership of any and all goods ZippIT delivers until they have been paid for in full. Before having paid for it in full, the Customer may neither pledge nor assign the delivery item as security.

The Customer shall inform ZippIT in writing without delay in the event of seizure or any other such action on the part of third parties.

12. Software specific provisions

12.1. The intellectual property rights of the locking system,
including its Software and corresponding Services provided (App) are exclusively with ZippIT or, as may apply, its suppliers or third parties and may not be copied, reproduced, distributed, edited, re-engineered or disclosed without prior written consent.
12.2. The right to the software is exclusively limited to use on/with the corresponding ARKURI.
12.3. Where third party software is used, ZippIT respects the intellectual property mutatis mutandis and shall include a corresponding copyright notice on an appropriate location (in app).
ZippIT will use its best efforts to ensure the functioning of the ARKURI and to keep the Software UpToDate.

For security reasons external access of the firmware is not possible. As a result, if necessary (e.g., security breaches), ZippIT has the right to start a product recall to update the firmware. In this case the provisions for the check-up apply and the customer is obliged to follow ZippIT’s instructions.
Nevertheless, it cannot be ruled out that the Software will be outwitted or broken or hacked. ZippIT therefore is not liable for any damage caused by theft or destruction or hacking of the Software (and theft or destruction of objects stored in the ARKURI), regardless of whether the alarm was triggered or not.
The Customer loses all warranty rights, in case of improper use (e.g., manipulation of the Software).

13. Warranty

13.1. Every suitcase and every safe can be destroyed and/or opened and/or otherwise accessed if one uses sufficient force and/or take other necessary steps. We do our best to delay the intrusion into ARKURI as long as possible (based on the design), but more importantly, if someone tries to break in, ZippIT gives its’ best efforts that the alarm will start and inform you without undue delay.
13.2. Within the first 12 months after delivery, where the Case is defective, ZippIT is obliged to remedy the defect. Customer has to prove that the defect already existed at the time of handover. Furthermore, Customer has to check the ARKURI for any defects upon delivery and loses the warranty rights (Gewährleistungsrechte), if he does not give notice about any defects immediately after having the first chance to notice the defect.
13.3. If the customer has a 3-year-subscription, or – after a hardware check-up
– a two-year-subscription ZippIT grants a special “Package Warranty” (see Price List). This means, if the Case/Hardware is defective, ZippIT will remedy the defect (except the battery). In any case the Package Warranty ends five years after the initial purchase of an ARKURI.
13.4. ZippIT will use its best efforts to take all actions and to do all things necessary, proper, or advisable to ensure the proper functioning of the ARKURI. Nevertheless, it cannot be ruled out that the system will be outwitted or broken. ZippIT is therefore not liable for any damage caused by theft or destruction of the ARKURI (and theft or destruction of objects stored therein), regardless of whether the alarm was triggered or not.
13.5. The Customer loses all warranty rights (also the “Package Warranty”), in case of improper use (e.g., manipulation of the Case, Hardware or parts thereof).

14. Default/claims for damages/liabilty

14.1. ZippIT is not liable for the sufficient functioning of any of the services or parts, in particular when provided by the telecommunications provider or the producers (and other third-party providers of services) concerning the location-tracking and the Bluetooth modules.
14.2. ZippIT shall only be liable for damage ZippIT verifiably causes in cases of gross negligence or intent. This shall also apply mutatis mutandis to damage caused by third parties brought in by ZippIT. Further, any and all damages to be borne by ZippIT are capped by the amount of the purchase price (excluding of any taxes, Package Warranty and/or annual fees) for the ARKURI in question at the time of the purchare. Any further damages are expressly excluded.
14.3. Liability for indirect damage, e.g., loss of profit, costs related to interruptions, data

losses or claims of third parties, shall be expressly excluded.
14.4. Claims for damages shall lapse according to legal provisions, however, at the latest after six months starting from the knowledge of the damage and the person responsible.
14.5. Should ZippIT fulfil work with the assistance of a third party and any guarantee and/or liability claims arise against this third party therefrom, the ZippIT shall cede those claims to the Customer. In such cases, the Customer shall focus on this third party.
14.6. Insofar and for as long as obligations cannot be fulfilled in due time or in due form due to force majeure, e.g., war, terrorism, natural disasters, pandemics, fire, strikes, lockouts, embargos, state intervention, power cuts, cancellation of transport, telecommunication network and/or data lines blackouts, legal amendments after conclusion of contract that have an effect on services, or other unavailability of products, this shall not pose a breach of contract.

15. Changes to GTCs, SaaS agreement,
price list and data protection notice

15.1. ZippIT reserves the right to amend these GTCs, the enclosed SaaS Agreement, the enclosed Price List and the enclosed Data Protection Notice at any time. Changes are published on the website or via newsletter or via the app to our customers (as per choice of ZippIT) and, if not stated otherwise, apply as of this time to any further use of ZippIt’s goods and services. Amendments to any agreements shall only be valid if made in writing. The foregoing shall also apply with respect to any departure from this requirement of written form. Any ancillary agreements or declarations shall only be deemed valid if ZippIT has confirmed them in writing.

16. Severability clause

16.1. Individual provisions of these GTCs, the enclosed SaaS Agreement, the enclosed Price List and the enclosed Data Protection Notice being or becoming invalid or unenforceable does not affect the validity of the remaining provisions of the Terms and Conditions.

16.2. An invalid or, as may apply, unenforceable provision is regarded as replaced by an enforceable provision that come as close as possible to the commercial purpose intended by the parties.
16.3. The above provisions apply accordingly where the Terms and Conditions prove not to cover all matters.
17. Offsetting
17.1. Offsetting by the Customer is only possible if its
counterclaims have been set out in law or expressly acknowledged in writing by ZippIT.

18. Miscellaneous provisions
This contract is subject exclusively to Austrian law excluding the United Nations Convention on Contracts for the International Sale of Goods and to conflict of law provisions.
18.2. Any disputes between the parties arising out of or in connection with this agreement including, without limitation,

disputes on the existence of this agreement or on separate contracts entered into by the parties in execution of this agreement, shall be decided exclusively by the court of Vienna Innere Stadt (first District), that is competent as regards the subject matter of the dispute.
18.3. The place of performance is regarded as Vienna.