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General Terms and Conditions of Alpinum Accounting AG

(V. 2022/07)

1. Scope of application

These General Terms and Conditions (GTC) shall apply to all present and future services offered by Alpinum Accounting AG (Alpinum) to its clients. The parties may agree in writing on provisions deviating from these GTC. These GTC, subject to any written agreements to the contrary, shall form the contractual basis for the provision of services by Alpinum to the client.

These GTC may be amended by Alpinum at any time. If the customer does not reject the new GTC within a period of 60 days after notification, they shall be deemed approved.

2. Scope and performance of the service

Alpinum shall perform the service carefully and competently within the scope of the information provided by the customer, instructions given and on the basis of its own experience.

The customer’s instructions shall be given in writing or by e-mail. In urgent cases, Alpinum may also act without special instructions from the customer and shall be guided by the presumed interests of the customer. In such a case, the customer shall be informed immediately.

Alpinum shall be entitled to use subsidiaries for the execution of the contract or individual parts thereof at its own discretion; as well as to transfer the entire or part of the execution of the contract to (external) third parties (service providers).

3. Cooperation of the customer

The customer shall ensure that Alpinum has the necessary, competent and decision-making contact persons available during the entire term of the contract.

The customer shall provide Alpinum with the information and documents required for the provision of the services in a timely manner and without being requested to do so. Alpinum may assume that documents and information supplied are correct, complete and in compliance with the law.

4. Communication

By providing an e-mail address or using any other electronic collaboration platforms, the customer agrees to communicate with Alpinum by such means of communication and shall bear all risks associated therewith, such as unlawful intrusion or damage by viruses or unauthorized third parties. Alpinum disclaims any liability for damages in connection with the use of e-mail and/or other means of communication as well as collaboration platforms.

5. Secrecy

The parties shall be obliged to treat all information and data obtained in the course of the performance of the contract as confidential. Particularly confidential are the financial circumstances of the customer, customer data, work and process flows. This duty of confidentiality shall continue to exist after termination of the contractual relationship. The duty of confidentiality applies without restriction, unless there is a written or e-mail release from this obligation or there is an official / judicial duty to disclose information.

6. Rights of use

All copyrights and rights of use to all documents or other work results created by Alpinum as well as the know-how developed in the process shall remain with Alpinum.

Alpinum shall grant the customer in each case a non-exclusive and non-transferable right of use for an unlimited period of time for the customer’s own exclusive use of the documents, products and other work results provided to him, including the respective associated know-how.

7. Fees and expenses

Alpinum’s fees are based on the applicable hourly rates and the actual time spent. The applicable hourly rates shall be determined anew for each fiscal year.

Estimates shall be based on the estimation of the work necessarily to be performed in the future within the scope of the task and shall require the cooperation of the customer. The starting point for such estimates is the data provided by the customer. Cost estimates shall not be binding for the final calculation of the fee – the actual time spent shall be charged.

If Alpinum, in consultation with the customer, calls in third parties to perform a service, the customer undertakes to pay the expenses incurred.

8. Terms of payment

As a rule, invoices shall be issued on a monthly basis. Fee invoices from Alpinum shall be paid within 14 days of receipt in each case. Alpinum shall have the right at any time to demand reasonable advances on costs. Alpinum reserves the right to discontinue its services or to terminate the mandate if the invoice is not paid on the due date or an advance is not paid.

In the event of late payment, the customer shall incur additional reminder fees of CHF 30 per reminder. In the case of collection measures, a collection fee of CHF 300.00. From the time of default, the customer owes interest on arrears in the amount of 5%. The right of set-off of the client is excluded.

9. Liability

In case of careless or defective performance of the contract, Alpinum shall be entitled at any time to make up for a faultless performance.

Alpinum shall be liable for damages within the legally mandatory scope, namely in case of unlawful intent or gross negligence. For negligent breach of its obligation, liability shall be limited, to the extent permitted by law, to a maximum of twice the annual fee for the order concerned.

10. Termination

Either party may terminate the contract in writing or by e-mail with immediate effect or with effect from the expiry of a specified date. If the termination is untimely, the withdrawing party shall be obliged to compensate the damage caused to the other party.

In the event of termination, the services rendered or expenses incurred up to the date of termination of the contract shall be reimbursed by the customer. Upon termination of the contractual relationship, Alpinum shall provide the customer with his documents and data in a form to be agreed upon. The corresponding services of Alpinum shall be subject to a charge. For the purpose of documenting its services rendered, Alpinum shall be entitled, but not obliged, to retain copies of the customer’s documents and data.

During the term of this agreement and for a period of twelve months after the completion of the consulting services, the customer is prohibited from hiring or recruiting employees of Alpinum Accounting. In the event of a breach of this agreement, the customer is obliged to pay a contractual penalty of CHF 25,000.

11. Applicable law and place of jurisdiction

The exclusive place of jurisdiction shall be the registered office of Alpinum. Swiss law shall apply exclusively to the exclusion of conflict of laws.