General Terms and Conditions for the Provision of Services

 

  1. Scope of application

 

Nightmas (“Company”) offers certain services (consulting, planning, support, training, etc.) in the areas of “Technology and Innovation” and “Platform Management” (“Services”). These General Terms and Conditions (“GTC”) govern the conclusion, content and execution of the corresponding service contracts between the company and its customers. The exact content of the services and their place of performance is regulated in individual contracts with the customers. The services are provided on an order basis (Art. 394 ff. CO)

 

  1. Conclusion of contract

 

Contracts for individual services are deemed to be legally valid as soon as the company has received the corresponding order confirmations countersigned by the customer.

 

  1. Scope of services

 

The order confirmation is decisive for the scope of the services. The company is authorized to perform or deliver services and materials in deviation from the order confirmation, provided this leads to an improvement of the overall performance and does not result in a price increase.

 

  1. Work results / Intellectual Property Right

 

The client may only use the recommendations and documents of the company in connection with the order. Subject to the prior written consent of the Company, the customer will not disclose any recommendations or documents prepared by the Company to other parties unless they are involved in the engagement or constitute affiliates.

 

It is possible that we will send you drafts of documents. Such designs are intermediate results and not finalized, and the customer must not rely on them. The customer may only rely on final documents and oral information confirmed in writing by the company.

 

The Company retains the copyright and all other relevant intellectual property rights in its work products (including drafts are interim results). Upon full payment of its fees, the Company grants the Client a non-exclusive, non-transferable and non-sublicensable license to use and copy the documents created by the Company for the mandate without the prior consent of the Company, but not for other matters.

 

  1. Fees

 

In general, the company charges its services on the basis of the time spent, the complexity and urgency of the assignment and the expertise and experience of the people involved.

The Company’s cost estimates are based on its understanding of the contract, its assumptions at the time of the cost estimate and its experience from similar contracts. The fees are net plus any applicable value added tax (VAT) and other applicable taxes.

The company’s fees do not include expenses or any services provided by third parties.

 

  1. Terms of Payment

 

Unless otherwise agreed in the individual contract, invoices are generally due for payment within 60 days. Advances on fees or costs are due as soon as you have received our request for payment.

 

The fees of the Company shall be paid by the Customer within [60] days from the date of invoice at the domicile of the Company without deduction of discount, expenses, taxes and fees of any kind. Payment deadlines shall also be observed if the services are delayed or rendered impossible for reasons for which the Company is not responsible or if insignificant parts are missing.

 

If an invoice is not paid within the 60-day period, the customer may be charged default interest at market rates if a written reminder is not observed. In the event of late payment, the company also reserves the right to invoice the customer for the reminder costs. The right to compensation for further damages is reserved.

 

In case of non-payment of due fees, the company may temporarily suspend its services. The client may not rely on the services as long as he has not paid the fees due. Furthermore, the Company is not obliged to begin work on an order or to generate costs before any advance (agreed in the individual contract) has been credited to the account notified to the customer in this regard.

 

The invoiced amount may not be offset against any claims the customer may have against the company.

 

  1. Involvement of Third Parties

 

The Company may engage third parties who work for or with the Company in connection with the Order, or the Company may engage third parties on behalf of the Client if this is appropriate in view of the provision of the Services. Before the Company appoints a third party on behalf of a customer who causes additional costs for the customer, the Company will discuss and agree this with the customer in advance.

 

  1. Obligations of the Customer

 

The Customer shall provide the Company in a timely manner with all information relevant to an order and shall keep the Company informed of any change in circumstances relevant to the mandate or otherwise. The company provides its services on the basis of the information provided by the customer. Unless explicitly agreed otherwise in writing, the Company is under no obligation to verify the information received from the customer or to decide whether such information is accurate and complete. This also applies to information on the Internet and in public registers.

In the event of a breach of the duty to cooperate, the customer shall compensate the company for any additional expenses incurred.

 

  1. Force Majeure

 

If the timely performance by the Company is made more difficult or impossible due to force majeure (in particular natural disasters, war and other military conflicts, mobilisation, terrorist attacks and labour disputes), the Company shall be released from the performance of the affected obligations for the duration of the force majeure and a reasonable start-up period after its end. If the force majeure lasts longer than 30 days, the company can withdraw from the contract.

 

  1. Liability

 

Unless the Company has demonstrably caused damage intentionally or through gross negligence, its contractual and non-contractual liability for a breach of its obligations shall be limited to (i) the amount defined in the individual contract or, if no amount has been defined therein, the amount of the fee the Company has received from the Customer in the corresponding order and (ii) direct damage (excluding loss of profit, consequential damage, indirect damage and punitive damages). Any liability for auxiliary persons is completely excluded.

The customer shall notify the company immediately of any damage incurred by the customer.

 

  1. Data protection

 

The processing of the personal data of customers collected within the framework of the conclusion of the contract, the execution of the service contracts and the provision of the services is carried out on the basis of the data protection declaration [LINK TO PRIVACY POLICY] of the company.

 

  1. Confidentiality

 

The Company respects the confidentiality of all information provided to it by the Client (“Confidential Information”). The Company will not disclose Confidential Information to third parties unless the Company is required or authorized by law or the Company deems it necessary to provide the Services or for the other reasons set forth in the following paragraph.

Customer hereby authorizes Company to disclose all Confidential Information (i) if such Confidential Information (x) becomes publicly available, (y) if such information was already in Customer’s possession prior to the commencement of the Order, (z) if Company has received such information lawfully from third parties not related to the Mandate, (ii) if such disclosure (x) is required by law or other regulations binding upon Company, or (y) by court order.

 

  1. Assignment and Transfer

 

Without the prior written consent of the Company, the Customer may not transfer or assign the contract existing between him and the Company and any claims, rights or obligations derived therefrom.

 

  1. Applicable law / place of jurisdiction

 

These General Terms and Conditions and the contract (individual contract) are subject to Swiss law and must be interpreted and interpreted in accordance therewith, to the exclusion of conflict of laws provisions. Unless mandatory legal provisions apply, the court at the registered office of the company shall have jurisdiction.