Terms and Conditions - business terms

Contractor Obligations

The Contractor will perform the services, as defined in the business proposal and agreed with the Client.

The Contractor will provide the services as an independent Contractor and not as Client’s employee, agent, partner or joint ventures. Neither Client nor the Contractor have any right, power or authority to represent, commit or bind the other.

The Contractor will work closely with the responsible staff from the Client.

The Contractor will not be responsible for the use or implementation of the output of the Services.

It is the responsibility of Contractor to further adjust the execution of the assignment to changing conditions. Contractor will discuss impending relevant changes in statutory regulations impacting the execution of this Agreement with Client in a timely matter.

Client Obligations

Client is responsible for all management decisions, use, acceptance and implementation related to the Services.

Client will provide (or cause others to provide), the information, resources and assistance that the Contractor reasonably requires to perform the Services.

To the best of Client’s knowledge, all information provided by the Client or on Client’s behalf (“Client Information”) will be accurate and complete in all material respects. The provision of Client information to the Contractor will not infringe any copyright or other third-party rights.

The Contractor will rely on Client Information made available and, unless the Contractor expressly agrees otherwise, will have no responsibility to evaluate or verify it.

Client shall be responsible for its personnel’s compliance with Client’s obligations under this Agreement.

Client is obligated to notify Contractor immediately of any new information that may be of any importance for the execution of the Agreement.

Contractor reports

Any information, advice, recommendations or other content of any reports, presentations or other communications the Contractor will provide under this Agreement (“Reports”), other than Client Information, are for Client’s internal use only (consistent with the purpose of the particular Services).

Client may not disclose a Report (or any portion or summary of a Report) or refer to the Contractor without prior written approval.

Limitations

Client may not recover from Contractor, through an action or claim in contract or under statute or otherwise, any amount with respect to any direct or indirect, consequential, incidental, special or punitive damages in connection with this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

The Contractor does not proceed to reimbursement for paid services.

Intellectual property rights

The Contractor may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that the Contractor owns in performing the Services. Notwithstanding the delivery of any Reports, the Contractor retains all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them).

The Client may use any Materials included in the Reports, as well as the Reports themselves only as permitted by this Agreement.

Ethics and fraud

None of the Services requested by the Client should lead to a situation of committing Fraud or breach in ethics, if this happens, the Service and the contract will be considered as overed. The amount of work performed will be due by the Client, and the competent authority will be informed.

Confidentiality

The Service performed should remain confidential by any of the Parties.

Contractor is not permitted to reproduce, disclose or exploit any information and correspondence that is exchanged during, before and 5 years after the assignment without Clients prior written consent.

In accordance with Client’s written instructions, Contractor will, at its own expense, destroy (and certify in writing such destruction) or return the original and any copies of Confidential Information to Client.

Data Protection

The Contractor may process Client information relating to identified or identifiable natural persons (“Personal Data” as defined in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR)) in various EU jurisdictions in which they operate. Client agrees that Client data will be collected and processed by the Contractor for the needs of the Service. The Contractor will process personal data by respecting the requirements of applicable data protection legislation and rules including GDPR. In the event that the Contractor qualifies as a processor as referred to in the General Data Protection Regulation while Contractor processes personal data for Client during the Assignment, Contractor guarantees the application of appropriate technical and organizational measures, for the processing to meet the requirements of the General Data Protection Regulation and the protection of the data subjects is guaranteed.

Client warrants that they have the authority to provide personal data to Client in connection with the performance of the Services and that any Personal Data provided to Client has been processed in accordance with applicable law.

Fees, expenses and payment

The daily fee is defined based on the services in euros or francs depending on the client.

The fees are payable monthly upon receipt of the invoice.

Once the service is agreed between the contractor and the client, the contractor will issue a first invoice for 20% of the total value of the contract. The first invoice must be settled before the start of the service.

The first invoice is non refundable.

Delays in payments will be subject to penalties as per the applicable law.

The fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services.

Force Majeure

Neither Client nor the Contractor shall be liable for breach of this agreement (other than payment obligations) caused by circumstances beyond Client’s or Contractor’s reasonable control.

Term and termination

The respective confidentiality obligations under this Agreement shall continue for a period of five (5) years following the termination of this Agreement. The other provisions of this Agreement that give either Party rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement, except for the cases where a legal term is expressly provided by law.

Miscellaneous

This Agreement and the business proposal constitute the entire agreement between the Parties as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.

Client agrees that the Contractor may, subject to professional obligations, act for other clients, including Client’s competitors.

Neither Party may assign any of their rights, obligations or claims under this Agreement.

If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.