Object to the contract / Scope of Application 
1.1    These General Terms and Conditions (“GTC”) of neotares Consult Swiss AG (“neotares”) govern the performance of services by neotares to the client (“Client”). “Services” refers to the performance of a specific task as well as the provision of consultancy and related services by neotares. Services may be rendered either as a contract for work or as a contract for services.

1.2    A contract, the terms of which take precedence over these GTC, shall be formed upon signature by the Client and neotares, but in any event no later than upon performance of the Services. These GTC apply to all business dealings with the Client and shall be deemed accepted upon placement of an order. They remain effective for the duration of the business relationship.

1.3    Further conditions applicable to Services may arise from documents, separately concluded contractual bases, annexes or order documents which shall form an integral part of the contract. Annexes to documents shall, as a rule, become part of the contract by reference (for example in an order document).

Engagement and Performance
2.1    The basis of the business relationship is the respective contract for work, engagement letter, or written order of the Client, setting out the scope of services and the remuneration. 

2.2    [deleted]

2.3    Updates or amendments to offers and orders shall be recorded in writing by both parties and shall form a supplementary agreement to the contractual relationship between neotares and the Client.

Prices and Payment Terms
3.1    Services shall be invoiced as agreed, whether in advance, on an ongoing basis, during performance or upon completion. Payment terms shall be set out in the respective contract.

3.2    In the case of lump-sum remuneration, the Client shall not be entitled to any credit or refund for Services not utilised.

3.3    Where Services are charged on a time basis (hourly or daily rates), working time, travel time and, where applicable, waiting time shall be charged at the rates agreed in the contract. Other expenses, including accommodation and travel costs, shall be invoiced separately. Unless otherwise agreed, invoices shall be issued monthly at the end of each calendar month or upon completion of the Services.

3.4    Invoices are payable without deduction within 14 days of receipt. In the event of late payment, neotares may charge statutory default interest as well as reminder fees of CHF 20 per reminder.

3.5    Value Added Tax (VAT) shall be charged at the rate applicable at the time of performance. The Client may only set off claims against neotares if such counterclaims are undisputed or have been finally adjudicated.

Delivery Periods and Deadlines
4.1    Delivery periods and deadlines for Services are indicative only and reflect best knowledge and judgement. Any dates stated in contracts or service descriptions are not binding fixed dates.

4.2    The Client may only assert statutory remedies for delay after granting neotares a reasonable grace period.

Client’s Duty to Cooperate
5.1    The Client shall provide neotares in good time with all documents, information and materials necessary for the performance of the engagement. The Client shall also ensure cooperative collaboration with employees or third parties.

Personnel
6.1    neotares shall be entitled to engage subcontractors for the performance of agreed Services or parts thereof.

Acceptance of Work Results
7.1    The Client shall accept agreed work results without undue delay upon delivery. Insignificant deviations from the agreed performance shall not entitle the Client to refuse acceptance. Where no acceptance is required, the Services shall be deemed accepted upon expiry of 12 working days after written notification of completion or upon issue of the invoice.

7.2    Where no acceptance is required and the Client has commenced use of the Services or part thereof, acceptance shall be deemed to have taken place six (6) working days after commencement of such use, unless otherwise agreed. Use of parts of a construction for the purpose of continuing works shall not constitute acceptance.

7.3    Any reservations due to known defects must be raised by the Client no later than at the times specified in sections 7.1 and 7.2.

Termination
8.1    In the event of termination by the Client, the Client shall be obliged to pay for Services rendered up to the date of termination and to reimburse neotares for other costs and claims arising from this contract or from applicable law.

8.2    In the event of termination by the Client, the Client shall be obliged to pay for Services rendered up to the date of termination and to reimburse neotares for other costs and claims arising from this contract or from applicable law.

Warranty
9.1    Warranty shall be governed by the provisions of the Swiss Code of Obligations.

Liability
10.1    neotares shall be liable for breach of material contractual obligations in accordance with statutory provisions, to the extent not validly modified by contract.

10.2    neotares shall also be liable for grossly negligent or intentional breaches of ancillary obligations. Liability for slight negligence in respect of ancillary obligations is excluded.

10.3    Where liability arises under mandatory law, such liability shall not be excluded or limited by contractual provisions.

10.4    In all other cases, liability of neotares for indirect or consequential losses is excluded and otherwise limited to the replacement of typical contractual losses foreseeable at the time of the event causing the damage.

10.5    To cover foreseeable contractual losses, neotares maintains insurance cover in the amount of CHF 3,000,000. Liability of neotares is in all cases limited to this amount.

10.6    Any contractual liability claims against neotares shall lapse unless asserted in writing within six months of the claimant becoming aware of the grounds for such claim.

Miscellaneous Rights and Duties
11.1    The Client and neotares agree that:

11.2    neither party is prevented from entering into similar agreements with third parties;

11.3    before taking legal action for non-performance of a contractual obligation, each party shall afford the other a reasonable opportunity to perform;

11.4    claims under this contract shall be subject to a limitation period of two (2) years unless a longer period is mandatorily prescribed by law;

11.5    except for payment obligations, neither party shall be liable for non-performance due to circumstances beyond its reasonable control, unless expressly allocated to its risk sphere;

11.6    assignment of rights under this contract (other than neotares’ rights to payment) requires the prior written consent of the other party, save for transfers within its group or to a legal successor. Consent may only be withheld for good cause. No third party shall derive any rights from this contract;

11.7    the Client is not entitled to market or otherwise make available the Services, or parts thereof, to third parties.

Data Protection / Confidentiality
12.1    neotares undertakes to maintain confidentiality in respect of all operational, business and private matters becoming known in the course of providing Services. This duty of confidentiality extends equally to assistants and continues beyond termination of the contract.

12.2    neotares further undertakes to safeguard documents provided for the purpose of performing the Services against unauthorised access by third parties. Upon termination of the engagement, neotares shall be entitled to archive the Client’s documents.

Scope of Application / Applicable Law / Miscellaneous 
13.1    The place of performance for all claims under or in connection with the contract shall be Zurich, Switzerland.

13.2    neotares does not recognise any terms and conditions of the Client that conflict with these GTC or other contractual agreements.

13.3    The relationship between neotares and the Client shall be governed exclusively by Swiss law, including in respect of non-contractual claims. The exclusive place of jurisdiction shall be Zurich.

13.4    Any amendments or supplements to a contract require the written agreement of both parties. This also applies to any amendment or waiver of the written form requirement itself.

13.5    Should any provision of these GTC or of the contract be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid or unenforceable provision with one which, in light of the parties’ knowledge of its invalidity or unenforceability, comes as close as possible to their economic and legal intentions, taking due account of their legitimate interests.