STANDARD TERMS and CONDITIONS
The Standard Terms and Conditions for the provisioning of Services (collectively “Conditions”) contained herein constitute the entire agreement between ComTechnique Sàrl, Geneva, Switzerland, (“ComTechnique”) as set forth on the document referencing this Agreement, and its customer (“Customer”).
1. SERVICES
“Services” shall mean any products or services identified on (a) any of ComTechnique’s proposals, quotations, or order acknowledgements, (b) any of ComTechnique’s invoices or (c) the document referencing this Agreement, in each case having ComTechnique’s specification applicable to the relevant service.
2. ORDERS
ComTechnique will issue a written proposal or quotation to Customer, and Customer shall purchase Services by a) issuing a written purchase order; or b) signing the proposal or quotation. In both cases signatures are required by an authorised representative.
3. PRICES
All prices are firm for thirty (30) days from the date of quotation, and exclusive of Taxes as defined herein. In addition to the quoted professional fees, ComTechnique shall charge duties and value added taxes where applicable and will add these to the invoice as a separate item.
4. TERMS OF PAYMENT
Payment terms shall be net thirty (30) days from the date of the receipt of the invoice. Unpaid invoices are subject to interest at the legal rate, without further notice, as of their date of maturity.
5. PERFORMANCE
Performance dates specified or communicated by ComTechnique to the Customer are approximate dates only and the failure to perform on such dates shall not be considered a breach by ComTechnique.
6. CANCELLATION
The Customer may not cancel, terminate, suspend performance of, or issue a hold on, any Customer order, in whole or in part, without the prior written consent of ComTechnique, which consent, if given, shall be upon terms that will compensate ComTechnique for any loss or damage there from, including but not limited to any work in process or services performed for the Customer, and loss of profits, incurred costs, and a reasonable allocation of general and administrative expenses relating to the Services.
7. LIMITATION OF LIABILITY
ComTechnique shall not be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor any damages that are an indirect or secondary consequence of any act or omission of ComTechnique. The maximum liability to the Client under this Agreement will be for direct costs and damages only and will be limited to either a) for insured losses, the sum for which ComTechnique carries insurance cover; or b) a sum equal to the fees paid by the Client to ComTechnique under this Agreement.
8. RIGHTS IN INTELLECTUAL PROPERTY
All rights, title, and interest in and to anything created or developed during the course of providing the Services by ComTechnique, shall belong to and be the exclusive property of ComTechnique, unless otherwise agreed in writing and transferred to Customer by written assignment. Except for express licences covered by separate agreements and subject to payment in full of all sums owing, ComTechnique hereby grants the Customer an irrevocable non-exclusive licence to exploit the results of the Services without further fee or royalty.
9 GENERAL TERMS
9.1 This Agreement is governed and construed in accordance with Swiss law. All disputes arising in connection with this Agreement shall be settled by the ordinary courts at location of ComTechnique’s registered office.
9.2 ComTechnique shall not be liable for any delay or failure in performance whatsoever due to events beyond ComTechnique’ reasonable control or due to unforeseen circumstances.
9.3 Customer shall hold confidential and shall not use, disclose, or permit others to use any confidential information identified as such in writing or orally by ComTechnique or information which Customer knows or ought to reasonably know is confidential, proprietary or trade secret information of ComTechnique, including, without limitation, trade secrets embodied in Services.
9.4 Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by Customer (by operation of law or otherwise) without the prior written consent of ComTechnique. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.
9.5 Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
9.6 ComTechnique neither assumes nor authorizes any third party, person, or entity to assume or accept any liability or obligation, or to make any commitment for ComTechnique with regard to ComTechnique’s Services.
9.7 This Agreement constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, apart from existing non-disclosure agreements, and there are no understandings, agreements, representations, conditions, warranties, or other terms, express or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized representatives of ComTechnique and Customer. The English version of this document is governing.