Service agreement (Consulting)

Version 22.11.2021

 

Between 

Arbitri Sàrl (Agent), CHE-318.521.501

& 

The Client

    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. 

    • Packages

    The offers labelled as “packages” on the website are invitations to make an offer. 

    The packages must be requested, or used, or the total amount of hours must be completed, within three months from the moment the payment of the package by the Client. In the eventuality the package was not used within this period of time, or if it was only partially used, the Client is not entitled to any reimbursement or even to the completion of the service or the completion of the hours.

    In the eventuality supplementary services or hours are required that goes beyond the ordered package, unless otherwise agreed, the usual hourly rate (350.- /h, without VAT) applies. Eventually this situation will result in a new offer of services from the Agent.

    In the eventuality the Client is mistaken regarding its situation, for instance in case the situation of the Client does not constitute a private sale and hence the private sale package was mistakenly selected, the Agent charges the Client at the usual hourly rate (350.- /h, without VAT) and reimburse the difference if there is one.

    In the eventually the package is not expressed in terms of hours, the package cannot under any circumstances take the Agent more than 10 hours of work (absolut limit of time). Supplementary hours will be announced and charged to the Client at the usual hourly rate (350.- /h, without VAT).

    • Revocation of the Offer

    The offers made by the Agent are automatically revoked 15 days from the moment of their sending when not specified otherwise. 

    • Performance

    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 normal response time by email and performance time is in any case of two weeks (14 days) minimum. 

    • Payment

    The amount to be paid by the Client is determined by the offer or by the service 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, the latter informs the Client in due time.  

    The hourly rate of the Agent is 350.- CHF. The Agent maintains a timesheet of his activities.

    In case a fast delivery (less than 14 days) is requested by the Client, a 50% price increase is applied on the usual rate.

    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.

    In case of a payment in cryptocurrencies or else, any exceeding amount vested by the Client settles the debt obligation only for the amount of the ad hoc invoice. No reimbursement of the exceeding amount vested (e.g. in cryptocurrencies) or its further augmentation in value can be required by the Client.

    Whenever a payment or a provision is settled in cryptocurrencies any potential reimbursement to the Client can only be made in deduction of all charges, fees, including administrative fees, of transfer and considering all potential diminution in value due to the exchange from crypto to fiat. No reimbursement of the exceeding amount or its augmentation in value can be required. Clients bear the risk of the loss in value. In case of reimbursement Arbitri can request the Client to provide his bank account information instead of an on-chain transfer.

    • Auxiliaries

    The Agent can freely use any auxiliaries or external agents he sees fit in order to complete his mandate. 

    • Intellectual property

    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. 

    • Confidentiality (NDA) 

    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.

    • Retrocommission

    • The introduction of a Client by Arbitri to a third-party may give rise to the perception of a commission by Arbitri. 

    • 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 particular, in the case of the writting of a legal opinion, the Client is responsible for obtaining a confirmation from the FINMA (No-Action letter) or any relevant Authorities to its activities. 

    In any case, any liability is limited to 10,000.- CHF in total.

    • Data protection

    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. 

    Client and prospect Client hereby consent to the use and to the sharing of the information provided by them to Arbitri in order to perform the mandate or the actions to be conducted prior to it.    

    • 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 (name@arbitri.ch)
    • The secretariat’s email (info@arbitri.ch)
    • The Client’s address or email as referred via the contact form or via email correspondence. 

    • Partial validity

    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.