Service agreement (Consulting)
Gabriel Jaccard (Agent)
Together “the Parties
Applicable law & Jurisdiction
This contract as well as any dispute and any other claim in connection with this agreement are subject exclusively to Swiss law and to the courts of the canton of Geneva.
Qualification of the contract
The parties conclude a service contract which generally qualifies as a mandate (art.394 ff CO).
Further, the art. 363 ff CO apply when a work is to be delivered (e.g. creation of a smart contract). The terms of this document referring to the mandate then apply mutatis mutandis to the contract for services.
Application of the present terms & conclusion of the contract
The present terms apply unless the Agent expressly specified otherwise in its correspondence with the Client.
Those terms apply from the moment a contract is concluded (express or tacit conclusion). Parties can refer to those terms by linking.
The Agent shall perform the tasks as defined in the service notice and the correspondence.
The Parties determine freely the time limit for the performance.
The amount to be paid by the Client is determined by the offer or by the service notice established by the Agent. Once the services are completed, the amount to be paid is determined by the final invoice.
The offer or the service notice might mention whether the cost is fix (fixed price) or if it represents an estimation. In this latter case, the final amount to be paid is subject to fluctuations. In cases it was underestimated by more than 20% by the Agent, he informs the Client in due time.
The hourly rate of the Agent is 300.- CHF. The Agent maintains a timesheet of his activities.
The amount to be paid must be settled according to the schedule fixed by the Agent. At the latest, if nothing else was expressly foreseen by the Parties, it must be settle immediately after the completion of the mandate.
The Client shall settle all his debt obligations in due time. A default interest of 5% apply.
The Agent can require from the Client advances on payments.
The Client takes at his charge any costs, disbursements or advances incurred by the Agent in relation with this contract.
The Agent can freely use any auxiliaries or external agents he sees fit in order to complete his mandate.
The Parties and their auxiliaries shall retain all their intellectual property rights over their work until the full payment of the performance, in particular in their legal documents, or computer code.
The Parties are subject to a duty of confidentiality regarding confidential information. This duty applies mutatis mutandis to auxiliaries.
For the purposes of this Agreement, “confidential information” shall mean all information in the broadest sense that relates to past, present or future business activities. The following shall constitute confidential information deliverables, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, diagrams, flow charts, research, legal assessments, legal opinions, business models, business plans, procedures, “Confidential Information” of legal assessments, legal opinions, business models, business plans, procedures, “know-how”, marketing techniques and materials, marketing and development plans, client names and other client information, price lists, pricing policies and financial information, e-mails, messages, telephone calls, video calls, this Agreement and the existence of this Agreement, and any engagement authorized or issued under this Agreement.
Confidential Information does not include:
(a) information which is or becomes publicly known without restriction and without breach of this Agreement or which is generally used by the trade at or after the time when the Receiving Party first becomes aware of such information;
(b) generic information or knowledge that the party would have learned in the course of employment or similar work elsewhere in the trade;
(c) information which the party lawfully receives from a third party without restriction of disclosure and without breach of an obligation of non-disclosure;
(d) information which the party legitimately knew before receiving such information from the principal to the extent that such knowledge was not subject to restrictions on further disclosure; or
(e) information that the Party develops independently of any information from the Parties.
The Agent shall limit access to the Principal’s Confidential Information and shall not use, copy or remove any Confidential Information from the Agent’s premises and storage systems except to the extent necessary to achieve the purposes of the Agreement. Upon termination of this Agreement, the Agent shall return to the Principal all documents, files, data or other items in any form containing Confidential Information of the Principal, destroy all copies thereof and certify in writing to the Principal that all copies of such items have been destroyed.
The confidentiality provisions, terms and conditions of the agreement contained herein shall survive the termination of this agreement.
Advertising of the relationship
The Parties can conventionally decide to disclose information of the identity of the Client to potential client or on its network (notably Arbitri’s website and social media).
Limitation of liability
The Contractor and his auxiliaries intend to exempt themselves from all pre-contractual, contractual and extra-contractual liability, with the exception of the mandatory cases provided for under Swiss law, arising from the performance, non-performance or in connection with this contract, for any type of damage and to the full extent permitted by Swiss law.
In any case, any liability is limited to 10,000.- CHF in total.
The Client consent to the processing of his data for the proper performance of the present contract.
Further, the Client acknowledges that all data and personal data he provides to the Agent respect data protection law.
Information & good faith
The Parties undertake to act in good faith.
The Client shall provide on first request all information and evidence necessary and useful for the proper performance of this relationship.
The contact addresses of the Parties are:
- The Agent’s email on the arbitri domain (email@example.com)
- The secretariat’s email (firstname.lastname@example.org)
- The Client’s address or email as referred via the contact form or via email correspondence.
If for any reason the competent Court considers certain provisions to be inapplicable in whole or in part, the remainder of the terms shall continue to have full effect.