Disclaimer

	to this Website:
	This website and its contents are intended solely for persons residing in Switzerland. This website is provided for information purposes only, which in no case can substitute for obtaining personal advice. The information provided on this website has been compiled with the utmost diligence. It is derived from extensive practical experience. However, Agitaris GmbH disclaims any responsibility for information from third-party websites linked to this website. Agitaris GmbH will regularly update this website without notice, but assumes no responsibility for doing so. Documents published on this website may only be copied and downloaded for personal, non-commercial use. Any kind of reproduction of this website or portions thereof (copying, re-rendering, duplication, printing on print media, dissemination on television, the internet or via electronic media) is permitted solely with the written consent of Agitaris GmbH, stating the source. All rights reserved. © 2010, Agitaris GmbH, 6300 Zug
	General Terms and Conditions:
	1. Nature and scope of services 1.1 The nature and extent of services to be provided by Agitaris GmbH are outlined in the offer by Agitaris GmbH underlying the contract which has been approved by the Customer. 1.2 The services to be provided by Agitaris GmbH may only be changed in terms of their nature or scope on the basis of a prior written agreement between the Customer and Agitaris GmbH. 2. Price and payment terms 2.1 A flat fee is charged unless the Parties agree otherwise in writing. 2.2 In the first two years of the contract term pricing is based on the contract content. For the third contract year and thereafter, prices will be adjusted for inflation occurring since contract conclusion as measured by the state consumer price index. Further price increases are only permitted on the basis of individual written agreements with the Customer. Article 2.5 below remains unaffected. 2.3 The services provided are billed for monthly on an ongoing basis. Payment terms: Net within 30 days of invoice receipt. 2.4 Invoices are issued exclusively in Swiss francs. 2.5 In the event the contract is rendered more difficult to fulfil or expanded in scope due to after-the-fact instructions from the Customer or the after-the-fact occurrence of special circumstances unforeseeable at contract conclusion, Agitaris GmbH may claim a reasonable fee increase beyond the amount per the cost estimate. 2.6 Setoff of counterclaims against the monthly invoice amounts per item 2.3 is prohibited. 3. Intellectual property 3.1 International copyrights and other intellectual property rights protect Agitaris' intellectual property in full, including know-how employed in the course of Agitaris' providing services and documents related thereto (reports, check-lists, worksheets, etc.). 3.2 Approval of the contract and payment of the corresponding invoices confers upon the Customer the right to internally utilise the know-how employed in contract fulfilment and documents related thereto. Forwarding know-how employed within the framework of the contract or documents related thereto to third parties and making such available to third parties is prohibited unless agreed by the Parties in writing in advance. 4. Cooperation by the Customer 4.1 The Customer is required to promptly provide Agitaris GmbH documents and information necessary for contract fulfilment. 4.2 The Customer shall provide adequately equipped work space at no charge if work must be performed at the Customer's headquarters to fulfil the contract. 4.3 The Customer shall name a project manager responsible for coordinating and monitoring the cooperation measures to be performed by the Customer which are necessary for contract execution. 5. Performance delays 5.1 Agitaris GmbH shall not be responsible for delays in performance caused by the Customer, the Customer's staff members or third parties without fault on the part of Agitaris GmbH. This applies in particular to: - Events and circumstances affecting the Customer beyond the control of Agitaris GmbH - Delays in obtaining data and equipment - Important agreements with third parties, personnel transfers or management decisions affecting the recommendations or arrangements with Agitaris GmbH 5.2 The Parties are responsible for immediately notifying the respective counterparty when any conditions or delays arise that could compromise fulfilment of the contract as intended. 6. Arrears 6.1 If the Customer is in payment arrears by more than 14 days despite issuance of a written warning by Agitaris GmbH, Agitaris GmbH shall have the right to discontinue ongoing work without liability for damages for as long as the Customer is in payment arrears. 6.2 The other consequences of default are as per 102 ff, Swiss Code of Obligations. 7. Confidentiality 7.1 Agitaris GmbH observes fiduciary principles in its work. All information obtained in the context of the business relationship is to be kept strictly confidential. 7.2 Agitaris GmbH is however entitled to list the Customer as a reference, until this right is waived or restricted by the Parties by written agreement. 8. Liability 8.1 Agitaris GmbH may only be held liable to the Customer for damages caused by Agitaris GmbH board members or staff in the course of providing services through wilful intent or gross negligence. Agitaris' liability is furthermore limited to the maximum fee amount charged for the contract in question. 8.2 The Customer has the right to demand correction of any formal defects in the written documents provided by Agitaris GmbH within the service providing framework; Agitaris GmbH must be notified immediately of such defects in writing upon their discovery. 8.3 Any Customer liability claims against Agitaris GmbH arising from the provision of services shall expire if the Customer fails to notify Agitaris GmbH immediately in writing of the damage or defect in question upon the discovery thereof. 8.4 Agitaris' liability with respect to the conditions per item 8.1 is furthermore subject to order contract law (Article 398, Code of Obligations). 9. Deployment of personnel 9.1 Agitaris GmbH has discretionary decision-making rights regarding the deployment of its personnel for the purpose of contract fulfilment, unless the Parties implement written agreements stipulating otherwise. 9.2 Agitaris GmbH has substitution rights regarding contract fulfilment unless the Parties implement written agreements suspending or limiting these rights. 10. Contract term, termination 10.1 The contract term runs until proper performance of and payment for all Agitaris GmbH services concerned under the contract. 10.2 If in the course of contract fulfilment serious differences of opinion arise between the Parties regarding the method of proceeding or co-operating, following completion of a progress check either party may terminate the contract providing three months' advance notice by registered letter sent to the respective counterparty. In such case the Customer shall owe Agitaris GmbH the contractual fee and reimbursement of expenses for all services performed in accordance with the contract until the date of termination. 11. Early termination 11.1 In case of force majeure events rendering contract fulfilment impossible through no fault of either Party, the Parties are released from their contractual obligations without claim to compensation from the day on which force majeure events render contract fulfilment impossible. In such case the Customer shall owe Agitaris GmbH the contractual fee and reimbursement of expenses for all services performed in accordance with the contract until the date upon which contract fulfilment was rendered impossible. 11.2 The resignation of a key individual working for the Customer or of a Agitaris GmbH employee and the sale/acquisition or merging of the company with another firm do not constitute cases of force majeure per item 11.1 above. 12. Place of jurisdiction and performance 12.1 The place of jurisdiction for any disputes arising from this contract shall be Zug, Switzerland. 12.2 The place of performance for this contract shall be Zug, Switzerland. 13. Applicable law 13.1 The contractual relationship is governed principally by the specific provisions of the contract in question (Agitaris GmbH offer approved by the Customer). The provisions of these Terms and Conditions apply with secondary priority in the absence of overriding provisions in the offer. The Swiss Code of Obligations then applies with tertiary priority in the absence of overriding provisions in the terms and conditions. 13.2 Swiss statutory and case law apply in all cases to the contractual relationship, even if the Customer is domiciled or has moved his domicile outside Switzerland. 14. Contract amendments and additions 14.1 Any amendments or additions to this contract are only valid if made in writing.

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