1.1 Scope of application

Calenso AG, based in Switzerland (Calenso or Company), offers an online platform for booking and managing appointments. These general terms and conditions of Calenso (GTC) govern the use of the online platform by a natural or legal person (Customer) and apply to all services that the Company provides or makes available to its Customers.

1.2 Exclusion and ranking

General terms and conditions, terms and conditions of purchase or similar of the customer shall only apply if these have been explicitly accepted in writing by the company. Provisions in offers and written contracts (e.g. framework agreements) that deviate from or go beyond the GTC shall take precedence over the GTC.

2.1 Conclusion and content of the contract

The contract between the company and the customer (contract) is concluded a) by the customer placing an electronic order via the company's website (e.g. by clicking the relevant checkboxes and/or the purchase button during the registration and/or ordering process); b) by verbal, written, or electronic acceptance of an offer made by the company (offer) by the customer; or c) by conclusion of a written agreement between the parties. Furthermore, the contract is concluded at the latest when the customer begins using the online platform or other services of the company. The GTC and, if applicable, the company's offer, including any annexes to the offer, are an integral part of the contract. The customer acknowledges that the company's GTC are available on the company's website and that the customer has the opportunity to review them at any time. The customer acknowledges that the company's GTC are available on the company's website and that the customer has the opportunity to review them at any time.

2.2 Contracting party on behalf of the customer

If a natural person is acting on behalf of a legal entity, the name of the legal entity must be stated when ordering or registering. By accepting the GTC, the natural person confirms that

• she has the legal authority to bind the legal entity (e.g., her employer) to the contract; and she is authorized to enter into the contract on behalf of the legal entity.
• it agrees to the GTC on behalf of the legal entity.

If a natural person acts on his or her own behalf, the natural person confirms that he or she:

• is at least 18 years of age or, if younger than 18, has the legally valid consent of their legal representative to conclude the contract; and
• has read and understood the GTC and agrees to them.

2.3 Verification of customer information

The company has the right to request additional information about the customer (e.g. proof of identity, proof of solvency) and the verification of e-mail addresses and other contact details before or after the conclusion of the contract. The customer is obliged to provide completely truthful information. The company may terminate a contract that has already been concluded retroactively or immediately if the company does not wish to be bound by the contract due to the additional information or failed identification.

3.1 Platform

The services provided by the company to the customer include a software solution that is accessible via the Internet as a web application and/or mobile application as an online platform (software-as-a-service) (platform), as well as accompanying services in accordance with these GTC and, if applicable, the offer or a written agreement.

The platform offers various functions for the management, booking and processing of appointments. The individual functions are listed on the company's website(website) or within the platform and may vary depending on the subscription model selected (see section 3.2).

3.2 Subscription models

The company provides the customer with the functions of the platform selected via the website or in the platform, or described in the offer or in a written agreement (functions).

The platform can be used in varioussubscription models, which differ in terms of modules (see section 3.3) and/or limits (see section 3.5) and other functions.

3.3 Clients and modules

A client is an isolated, self-contained customer instance with its own data and settings within the platform. Unless otherwise agreed, each customer is assigned one (1) mandate.

A module is a specific, self-contained functional unit of the platform that can supplement the basic functionalities of the platform (e.g., Azure AD Connector module, CRM Sync module, Data Protection module). Modules can be used by users in accordance with the rights of their user role (see section 8.2).

3.4 Interfaces ("API")

The Company may provide software interfaces ("API") as part of the Platform that enable the Customer to access or use third-party applications, software solutions, network, websites, databases or other information via the Platform. The Customer's access to and use of such third party services is subject to the terms, disclaimers and policies of the relevant third party provider. The Company is not responsible or liable for the services of such third parties and makes no warranties in this regard.

The company's software interface, via which third-party services can be connected to the platform by the customer himself, is only made available to the customer for a fee and subject to corresponding contractual obligations.

3.5 Limits

Depending on the subscription model, the customer's use of the platform or the company's services in connection with the platform is limited to a certain number of aspects (e.g., number of users, number of subunits for assigning users, calendars, and other resources (so-called "branches"), number of support hours included) (limits). The limits are defined on the website or in the platform or in the offer or in a written agreement.

The Company may monitor the Client's use of the Platform to ensure compliance with the limits. If the Customer exceeds the applicable limits, the following applies: a) the Customer must pay a higher price in accordance with the relevant subscription model for the relevant term and b) the Company may temporarily suspend the Customer's access to the Platform until compliance with the limits is restored or the higher price is paid.

3.6 AI functions

The company may use artificial intelligence (AI) technologies within the platform to extend or improve the functionalities of the platform. The company provides its own AI technologies or those of subcontractors (see section 16) or offers the option of accessing services with AI functions from third-party providers via software interfaces (see section 3.4).

3.7 Control

The Company may monitor the Customer's use of the Platform in order to check and ensure the quality, security and compliance with these GTC, including through the use of technical measures. This control shall not impair the Customer's use. Upon request, the Customer shall provide the Company with all documents that the Company reasonably requires in order to be able to check the Customer's compliance with these GTC or the contract.

3.8 Usage information

The Company may collect information about the Customer's use of the Platform, including information about the type and number of visits to the Platform and individual content. The Customer agrees that the Company may anonymize the information about the use of the Platform and then use it to improve the Platform and other products and services of the Company.

3.9 Test system

If explicitly agreed, the company shall provide the customer with a test system for the platform. The test system may only be used by the customer for test purposes, for training and for evaluating new functions. Use for other purposes, in particular in day-to-day operations, is not permitted.

The test system is to be paid for separately by the customer. Unless otherwise agreed, the license price for the test system is the same price as the price for the productive platform based on the number of users permitted on the test system.

Unless otherwise agreed, the test system is set up as a separate client. It initially comprises the same configurations, data and functions as the productive system at the time the test system is created. The test system will be regularly overwritten with the configurations, data and functions of the productive system, whereby this will be announced with reasonable lead time via the Calenso website. The Customer bears sole responsibility for transferring data stored in the Test System to the Productive System in good time prior to the overwriting.

4.1 Availability

The availability and maintenance of the platform and all support services shall be provided by the Company on a "best effort" basis, unless otherwise explicitly defined in the offer or a written agreement.

4.2 Maintenance, Updates, and Upgrades

The company provides the customer with the latest version of the platform for use.

The company may, at its own discretion, make updates to the platform at any time with or without notice and without liability to the customer, and may change or discontinue the availability of certain functions and modules of the platform, unless explicitly agreed as part of the scope of services.

The company may make new versions of the platform available at any time as part of a release, whereby the company shall endeavor to schedule any maintenance windows with reduced or excluded availability of the platform after 6:30 p.m. (CET) wherever possible.

Extraordinary releases (hotfixes) may be made by the Company at any time to ensure the stability and other important functionalities of the platform and the interests of customers and the Company.

4.3 Support

Times stated on the website or in the customer profile for answering support requests or resolving problems are to be understood as indicative times and are not binding for the company, unless this is explicitly stated in the offer or a written agreement. The customer is not entitled to compensation or similar compensation if the company does not adhere to such specified times.

5.1 Provision

If specified in the offer or a written agreement, the company offers services in connection with the platform (e.g. on-boarding of employees to the platform, training, further development). The content of the services is described in more detail in the offer or a written agreement. The services are provided by the company with the necessary care.

5.2 Acceptance

Work results produced by the company for the customer as part of a service must be inspected by the customer within 14 days of handover to the customer. Without written notification from the customer within this period, the work results shall be deemed to have been accepted in full and free of defects.

6.1 Platform

The price for using the platform (license fee) is determined based on the subscription model chosen by the customer. The customer pays the price specified during the ordering process on the website or in the platform or in the offer or in a written agreement for the use of the platform.

Unless otherwise stated, the price is per month per customer. Unless otherwise stated, the price is in CHF and excludes any VAT.

6.2 Support

Support services are generally included in the price for using the platform, up to the specified limit, depending on the subscription model. Support services that exceed the specified limit are provided and billed as services.

Binding response times for support are only possible for an additional charge and if explicitly agreed in a written agreement (see section 6.3).

6.3 "Service Level Agreement"

Customers who require binding response times can conclude an additional agreement with the company for a corresponding surcharge (so-called "Service Level Agreement"). The price, the response times and the consequences of non-compliance are set out in the service level agreement.

6.4 Services

Unless otherwise agreed, services will be billed based on actual time and material expended. Any costs specified in the offer or written agreement are rough estimates (and are neither a cost ceiling nor a fixed price).

The applicable hourly rates for services will be defined by the company in the offer or written agreement.

7.1 Payment method and timing

The customer shall pay the price using the payment method specified or selected during the ordering process on the website or platform (in particular credit card).

License fees and any other recurring fees (e.g., fees under a service level agreement with a corresponding written agreement) are payable in advance, unless otherwise agreed. The obligation to pay the license fee begins at the time when the platform is made available to the customer in an operational state (i.e., as soon as the customer's client has been set up with the basic setup and the customer has been provided with an initial user login) and, in particular, regardless of when the customer actually starts using the platform and regardless of whether services still need to be provided by Calenso (e.g., customer-specific further developments, parameterizations).

Invoices for services are due 30 days after receipt of the invoice. The company may require advance payment.

7.2 Discounts and benefits

Any discounts and benefits shall only apply if all payments are made on time. In the event of late payment, the entitlement to discounts and benefits expires on the first day that payment is not made on time and the full price becomes due retrospectively.

7.3 Delivery of the invoice

Company invoices are sent by e-mail to the e-mail address provided by the customer on the platform or are available for download directly from the platform.

7.4 Late

If the customer fails to meet their payment obligations on time, they shall pay additional interest of five percent per month on the outstanding amount. The company may also charge a reminder fee of 1% (minimum CHF 50) per invoice.

If the customer has not fulfilled their payment obligations on time even after a written deadline of five days, the company may block access to the platform until all outstanding invoices have been paid in full. This block does not release the customer from their obligation to pay the full license price, even for the duration of the block.

7.5 Refund

Unless expressly stated in these GTC, in the offer or during the ordering process on the Company's website or on the Platform, all payment obligations are binding (i.e. non-cancellable) and amounts paid are non-refundable.

7.6 Taxes

Unless expressly stated otherwise, all prices are exclusive of taxes (e.g. VAT, withholding taxes). If taxes are incurred, these must be paid by the customer in addition to the stated or agreed price.

8.1 Access to the platform

The customer is responsible for providing the technical requirements necessary to use the platform. These include, in particular, functional Internet access with a current browser version of Microsoft Edge, Google Chrome, Mozilla Firefox or Apple Safari as well as suitable hardware and software. The provision and maintenance of these requirements, including the associated costs, is the sole responsibility of the customer. The company accepts no liability for restrictions or loss of use resulting from inadequate technical equipment or lack of Internet access at the customer's premises.

8.2 Users and user roles

Access to the platform is exclusively via user accounts assigned to the customer. Each user account ("named user" and "unnamed user") counts as one user. All user accounts—regardless of type—are assigned to the customer account.

The customer is responsible for all users assigned to their account (i.e., employees of customers, employees of third parties assigned to the customer, etc.) and must instruct their users to comply with the contract and, in particular, these GTC. The customer is fully liable to the company for the conduct of all their users in connection with the contract.

Unless explicitly agreed otherwise, all users are so-called "productive" users, i.e., they are subject to the agreed or specified license price. Test users with restricted access and, if necessary, a lower license price can be explicitly agreed upon and must be limited to a minimum number.

Users can be assigned different so-called user roles within the platform, which define the rights profile of the respective user and control access to specific functions and data, e.g., admin, standard user, or guest. Unless otherwise specified by Calenso (e.g., on the website or in the offer), there is no limitation on the number of user roles and/or the number of rights assigned to a user role. Users can be assigned multiple user roles. Unless otherwise stated on the website or in the offer, the licensing of the user role is included in the license price for the respective user.

8.3 Access data

The customer shall provide all details and information requested by the company for access to the platform.

The customer and their users are obliged to keep their access data and all login information relating to the account secure and to change passwords regularly. The customer and their users may not disclose their access data to third parties.

8.4 Data processed via the platform

By using the platform, the customer provides certain information (e.g., contact details) (data) to the company. The customer guarantees that the data does not contain any unlawful or illegal content and does not infringe in any way on the personal, intellectual, or other rights of third parties. The customer warrants that they have the rights and/or the necessary licenses or permissions to share the data with the company.

The customer further confirms that they are authorized to share personal data that is part of the data with the company.

8.5 Lawful use of the platform

The customer may only use the platform in a manner that complies with applicable laws and other legal regulations. The customer may only use the platform in full compliance with these Terms and Conditions. The customer is also obliged to use the platform in an ethically correct manner. The customer may not use the platform for illegal purposes.

The customer's use of the platform must not infringe or disregard the rights of third parties (including, but not limited to, the intellectual property rights of third parties).

The customer may not upload or store any illegal, harmful, or otherwise infringing files on or via the platform.

The customer may not engage in any activities that could impair the functionality or security of the platform.

8.6 Unauthorized use of the platform

Furthermore, the customer must refrain from the following and must not encourage third parties to do the following:

• Rent, lease, lend, sell, sublicense, assign, or otherwise transfer any rights in or relating to the Platform; and
• distribute or resell the platform or any part thereof, or attempt to do so; and
• Remove proprietary notices or confidentiality notices from the platform; and
• modify, translate, reverse engineer, reconstruct, decompile, or create derivative works based on the platform; and
• use or access the platform to monitor the availability, performance, or functionality of the platform; and use or access the platform to
• use the platform in a manner that is likely to result in a significant deterioration of the offering provided by the company to its other customers; and
• engage in activities that interfere with, disrupt, harm, damage, or access without authorization the servers, security, networks, data, applications, or other property or offerings of the company; and
• Perform load tests or penetration tests on the platform without the prior written consent of the company; and Perform any other actions that could compromise the security or integrity of the platform.
• circumvent or undermine any technical restrictions or security measures of the platform, including restrictions on calls to support; and use the platform to transmit or distribute any content that is illegal, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, pornographic, hateful, or otherwise objectionable.
• Distribute viruses, malware, spyware, adware, or other harmful programs via the platform; and
• unique identifiers assigned to the customer (e.g., login details); to falsify or alter; and
• develop another offering or application whose primary purpose is to lure customers away from the company's platform.

8.7 Notification in case of violation

The customer must inform the company immediately of any suspected or alleged breach of the GTC or the contract by the customer or by third parties and must cooperate with the company in the investigation of any suspected or alleged breach.

9.1 Platform

The company or its licensees own all rights, in particular all copyrights, rights to software or computer programs or source code, rights to databases, patents, trademark rights, and other intellectual property rights and rights to other intellectual property, as well as know-how and trade secrets (IP rights) to the platform, the documentation of the platform, all other products and work results from services provided by the company to the customer, as well as all trademarks and logos, slogans, and other branding elements of the company. No IP rights are transferred to the customer through these GTC or the contract between the company and the customer. Likewise, the customer is not granted any rights of use to the IP rights, unless this is expressly stipulated in these GTC (Section 9.3) or the contract.

9.2 Developments

All developments, further developments, adaptations, extensions, or other changes to the platform or its source code, including but not limited to parameterizations, customer-specific functions, and interfaces (developments) created by the company with or without the customer's involvement, are and remain the exclusive property of the company. This applies regardless of whether the developments were paid for in full or in part by the customer.

The company may use the developments freely and, in particular, also for other customers.

9.3 License for use

The Company grants the Customer a non-exclusive, worldwide, non-transferable, non-sublicensable license to use the Platform and the Work Results created for the Customer in accordance with the then current description or documentation as available on the Company's website or otherwise and as described in these GTC and, if applicable, the Offer or a written agreement.

9.4 Data

The Customer retains its ownership rights to its Data (Section 8.4). The Customer grants the Company a non-exclusive, irrevocable, worldwide, transferable, sublicensable and royalty-free license to copy, store, transmit, edit, translate, transform and create derivative works of the Data to the extent necessary to perform its obligations and exercise its rights under these GTC.

9.5 Feedback

If the Customer provides feedback on the Platform or other products or services of the Company, the Customer agrees that the Company may use such feedback for any purpose, including to improve the Platform and other products or services of the Company and to develop new products and services.

Both parties undertake to treat all confidential information obtained from the other party in the course of their cooperation as strictly confidential and to use it exclusively for the purpose of performing their obligations under the GTC and the contract. Confidential informationwithin the meaning of these GTC is all information of the other parties that is not publicly known and worthy of protection, in particular business and trade secrets as well as technical, economic, legal, and financial information, regardless of whether this was disclosed verbally, in writing, or in any other way.

In particular, the company undertakes to treat all data shared by the customer with the company (in particular data stored on the platform) confidentially and not to make it accessible to third parties, unless this is necessary for the fulfillment of the contract, is required by law, the company is legally requested by an authority to hand over the data or the customer has explicitly agreed to this.

In particular, the customer undertakes to treat offers, contractual conditions, prices and other business information of the company confidentially and not to disclose them to third parties.

This confidentiality obligation shall also apply beyond the termination of the contractual relationship for a period of at least three (3) years, unless a longer confidentiality obligation has been contractually agreed.

11.1 Data protection

The company and the customer undertake to comply with all applicable data protection laws and guidelines.

The company's privacy policy is available on the company's website at this link: calenso.com/privacy-policy

The customer can also conclude an order data processing agreement with the company regarding the processing of personal data by the company (as processor) for the customer (as controller) in accordance with the provisions of the European General Data Protection Regulation (GDPR) and the Swiss Data Protection Act (DPA). The order data processing agreement can be accessed and concluded by the customer on the platform.

11.2 Order data processing

When the customer uses the platform, the company's data processing agreement (DPA) automatically applies. The DPA regulates the processing of personal data by the company (as the processor) for the customer (as the controller) in accordance with the provisions of the European General Data Protection Regulation (GDPR) and the Swiss Data Protection Act (DSG). It is not necessary to sign the DPA separately.

Customers who still wish to receive a signed version of the AVV can download it from the following link, sign it, and return it to the company: calenso.com/avv

11.3 Data security

The server infrastructure on which the platform is operated is located in Switzerland and complies with the data security regulations of the applicable data protection laws and guidelines. Further information on data security is available on the company's website at this link: calenso.com/datenschutz

12.1 Technical warranty

The company guarantees the basic functionality of the platform within the scope of the contractually agreed service description. The customer acknowledges that, given the state of the art, it is not possible to provide software that is completely error-free. Typical software errors that do not or only insignificantly impair the contractual use therefore do not constitute a defect within the meaning of the statutory or contractual warranty.

The customer is obliged to report recognizable defects in writing immediately and at the latest within 3 days after the first use of the platform. The warranty by the company shall take the form of rectification within a reasonable period of time. Any further claim for damages is excluded as far as legally possible.

12.2 Exclusion of other warranties

The company assumes no responsibility for the profitability of the customer's use of the platform and the customer's business based on it. There is no guarantee that profits can be made in the short or long term through the use of the Platform. It is the client's responsibility to control the individual transactions carried out using the platform and to monitor their compatibility with his risk profile. The client uses the platform at his own financial risk and responsibility.

12.3 Liability

The company shall only be liable for damages - irrespective of the legal grounds - in cases of intent and gross negligence. Liability for slight negligence is excluded. In the event of gross negligence, the Company's liability shall be limited to a maximum of 30% of the annual license fee paid by the Customer for the use of the Platform.

Claims for damages for loss of investment, loss of profit, consequential damage, indirect damage, loss of data, restoration of software connected via interfaces, downtime of the platform or other lost production or working time are also completely excluded.

The customer is obliged to back up data regularly and appropriately for the risk. In the event of data loss caused by inadequate data backup, the company shall not be liable to the extent that the damage would not have occurred if the data had been properly backed up.

Disruptions to the use of the platform due to force majeure, technical problems (e.g. system failures) of network operators or other circumstances for which the company is not responsible shall not give rise to any liability claims by the customer.

13.1 Platform use and other recurring services

Unless otherwise agreed, the contract for the use of the platform and any other recurring services shall commence upon placing an order via the website or on the platform, and at the latest upon the customer's use of the platform.

Unless otherwise agreed, the contract term is one month for monthly billing and one year for annual billing. At the end of the respective term, the contract is automatically extended by the originally agreed duration (monthly or annually).

The contract can be terminated by either party at any time without giving reasons with immediate effect to the end of the current contract term.

In the absence of a separate written agreement or a written offer, the notice period shall be six months to the end of the agreed term, unless otherwise agreed.

13.2 Services

The contract for services starts after both parties have given their consent and ends after the services have been performed. It cannot be terminated by ordinary notice.

13.3 Extraordinary terminations

The Company may terminate the Agreement immediately and without notice or suspend or restrict the use of the Platform if the Company determines, in its sole discretion, that the Customer is in breach of the GTC or the Agreement or that the Customer's use of the Platform poses a security or legal risk to the Company. The obligation to pay all prices remains unaffected by such termination, suspension or restriction.

If a legal dispute arises between the contracting parties, both parties are entitled to terminate the contract at any time with an extraordinary notice period of three months.

13.4 Consequences upon termination

Upon termination of the contract, all rights and licenses granted to the customer by the company in accordance with these GTC or the contract shall expire with immediate effect and the customer shall immediately cease using the platform.

After termination of the contract, the Company reserves the right to delete the Customer's data and is not obliged to continue to store the Customer's data. The Company may retain Customer Data to the extent necessary to comply with applicable laws.

Any discounts and benefits granted will no longer be granted if the same customer concludes a new contract.

14.1 Changes to the Terms and Conditions

The company may supplement or amend these GTC at any time. The company must notify the customer of any amended or supplemented GTC with at least 30 days' advance notice. They shall come into force on the date specified by the company (date of amendment) unless they are expressly rejected by the customer by email within 14 days of notification by the company. If the customer rejects the amended or supplemented Terms and Conditions, they may terminate the contract extraordinarily on the date of change, whereby license fees already paid (unless otherwise agreed in writing) will not be refunded.

14.2 Price adjustments

The company may increase the license prices and other prices without restriction, subject to the ordinary or extraordinary notice period, and may adjust and change the pricing model.

As a result of further development of the platform, the company may also increase the license prices and other prices by five percent once per calendar year. In this case, the company must notify the customer of the price increase with at least 30 days' notice.

For the duration of the contract, the customer grants the company permission to use the customer's name and logo on the website, in press releases, in advertising and sales literature and in the company's customer lists.

The customer may withdraw consent at any time by notifying the company in writing, in which case the company must remove the name and logo within a reasonable period of time. The name and logo may be used on materials that have already been printed until new materials are printed and for a maximum of one year.

The company may, at its own discretion, use third-party services to provide its services (e.g., hosting services, email delivery) (subcontractors).

If the customer accesses services from third-party providers via the platform (see in particular section 3.4), the respective third-party provider is solely responsible for the services of the third-party provider. The customer cannot assert any liability claims against the company in connection with the services of such third-party providers.

17.1 Notifications

Notifications in accordance with these GTC or under the contract must be made in writing to the e-mail or postal address provided by the customer on the platform or to the e-mail or postal address provided by the company on the website.

Notice of termination must be given in accordance with the above paragraph or by means of a function specifically set up and designated for this purpose within the platform (e.g. termination button or similar).

17.2 Form

Within the scope of these General Terms and Conditions and the contract, "in writing" means, unless otherwise agreed, a) text form by email; b) text form via corresponding communication tools provided by the company within the platform (e.g., support ticketing system); c) text form via agreed electronic tools (e.g., DocuSign); or d) text form by post.

17.3 Assignment

Neither party may assign or otherwise transfer the Agreement or any rights or obligations of a party under the Agreement to any third party without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. However, this prohibition on assignment shall not apply in the following situation: The Company may assign or otherwise transfer the Agreement (a) to a successor in interest in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets or other change in control or (b) to an affiliate.

17.4 Contractual nature

Nothing in these GTC or the Contract is intended to create a simple partnership, agency or joint venture relationship between the parties.

17.5 Invalidity of division

If any part or provision of these GTC or the Contract is declared invalid or unenforceable, the other provisions of these GTC and the Contract shall nevertheless remain valid. In this case, the invalid or unenforceable provisions shall be replaced by a provision that best reflects the economic intentions of the parties.

17.6 Consumer protection

These GTC do not restrict any rights granted to the customer by mandatory consumer protection provisions in its jurisdiction. However, the customer agrees that these GTC and such legal provisions should be interpreted in such a way as to ensure maximum compatibility.

All disputes arising out of or in connection with this contract shall be subject to the exclusive jurisdiction of the courts at the registered office of the company.

These GTC as well as the contract and all claims arising out of or in connection therewith (including all claims in contract, tort or unjust enrichment) shall be governed in all respects by the substantive laws of Switzerland, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.