Terms and conditions (Zurich)

1 Scope und services

1.1

The general terms and conditions of Future Connection AG apply to all relationships between Future Connection AG. ("Future Connection") and its clients. Separate agreements are made for each project, stating in writing the scope of deliverables, compensation, deadlines, and any agreements made that differ from these terms and conditions. The scope, cost and deadlines for individual jobs are set in the written order confirmation (letter or email).

1.2

The services provided by Future Connection may include: Strategy consultation and conceptionContent creation and visual designRealisation of projectsSystem development, integration and acceptance Software operation, support and maintenance

1.3

Initial briefings are offered free of charge and without any obligation for either party. This will be followed by the submission of a written offer to the client. The client can accept the offer by signing the project agreement or the offer. Future Connection does not provide preliminary services on a cost-free basis.

1.4

The compensation for presentations will be agreed in advance. The client may use the proposals made during the presentation only with the prior written consent of Future Connection. The provisions concerning intellectual property rights in §7 below apply accordingly.

2 Modification of services

2.1

The involved parties may mutually agree in writing to modify services or payments to be made. If this is to have an effect on the remuneration and deadlines, Future Connection will draft a new offer by a deadline to be agreed. Unless otherwise agreed, Future Connection will continue to provide the services previously agreed until such time as the new offer is accepted or rejected. Insignificant or minor changes or adjustments can be agreed on using the shared communication platform.

2.2

Any changes to the services agreed upon and any concomitant adjustments to the remuneration, deadlines and other aspects of the contract shall be settled in writing before being implemented. The remuneration will be adjusted according to the applicable principles in place at the time the change(s) to the services are agreed upon.

3 Place of fulfilment

Unless another specific place of fulfilment is agreed upon in writing by the parties involved, Future Connection shall serve as the place of business.

4 Obligations of Future Connection

4.1

Future Connection will provide the services agreed upon with the utmost professional diligence.

4.2

Future Connection shall carry out the services agreed upon, but may involve third parties, as deems necessary, and at its sole discretion, provided that there are no strong objections.

4.3

If the services to be provided require the use of IT equipment, Future Connection typically uses its own systems, provided that they are suitable to the task and unless otherwise explicitly agreed upon by the parties involved.

4.4

Future Connection will, on request, inform the client about the progress of the project.

4.5

Future Connection will notify the client in due time of any difficulties that may place the provision of the services as agreed into question or such as might lead to inexpedient solutions. Future Connection will notify the client immediately of any exceptional circumstances that may arise.

5 Client Obligations

5.1

The client will pay the remuneration set for the Future Connection services rendered.

5.2

The client shall notify Future Connection in a timely manner of any special technical requirements as well any legal, regulatory or other provisions such as they may affect the fulfilment of the service agreed upon and the use of third-party products. The client will provide Future Connection with all necessary documents in a timely manner and is further obligated to provide the necessary assistance and cooperation to Future Connection.

5.3

Incorrect or incomplete participation on the part of the client, its employees or agents may result in added expenses for Future Connection. Future Connection will notify the customer of any such added expenses in an appropriate manner and as soon as possible. Unless otherwise agreed, these will be billed on a time and material basis.

6 Renumeration and payment terms

6.1

Unless otherwise agreed, Future Connection services are billed on an hourly basis. This also applies to any cost framework (estimate) used as a basis for budget planning. If it becomes apparent in the course of the work that such framework is not realisable, Future Connection will notify the client accordingly in writing as early as possible. The provisions of §2 remain unaffected.

6.2

If a flat price has been agreed upon for the services to be provided, the amount and terms of payment will be defined in the project agreement or order confirmation.

6.3

The following expenses are not included the fees payable to Future Connection and are to be additionally remunerated by the client: Translation services, photography, image search and image rights, website hosting, domain registrations, postal / courier services;Travel expenses to the client's premises such as may be required in the course of normal customer support tasks.

6.4

Invoicing for services billed on an hourly basis will take place each month in arrears. Services offered in exchange for a flat fee will be invoiced as per the project agreement or order confirmation. All invoices are payable without further deduction within 30 days of receipt. If the client fails to indicate an objection to the invoice, it shall be considered accepted upon expiration date of the term of payment.

7 Intellectual property

 

7.1

The intellectual property, in particular, relating to web-based applications, software, expertise, documentation, and the remainder of the deliverables generated by Future Connection shall continue to be owned by Future Connection and/or its licensors.

7.2

Unless otherwise agreed, the client is granted a non-exclusive licence (without further right to issue sub-licences) upon full payment of the fees invoiced to use the work results as agreed for the duration of the contract. Excluded from this provision are any interfaces, designs, and similar work products specially created for the client. In this case, the client will receive an unrestricted, exclusive licence to the same upon full payment of the fees agreed upon.

7.3

In the case where software has been especially designed for the client and Future Connection cannot perform maintenance or make the necessary adjustments in a manner customary on the market, the client may demand the surrender of the source code and related documentation in exchange for adequate payment.

7.4

Unless otherwise agreed, any licence extending beyond the duration of this agreement (see §7.2 above) shall require prior written agreement between the parties involved. Future Connection is entitled to separate remuneration for granting any such licence.

7.5

Future Connection reserves the right to use ideas, concepts and procedures which it has introduced or acquired alone or together with the client to provide similar services to other clients.

8 Confidentiality

 

8.1

Both parties, including their employees and any third parties involved, shall commit themselves to keeping confidential any and all facts and data such as are not publicly known or generally accessible, and that which has been obtained in the course of preparing and executing this agreement, whether verbally, in writing, or implicitly.

8.2

This obligation shall continue as long as there is a legitimate interest, for a period of up to 3 years after the termination of the contract.

9 Default

 

9.1

The involved parties will agree in writing on general schedules and individual deadlines. Only deadlines that have been guaranteed in writing are binding. The parties may adjust the schedules or deadlines by mutual agreement in writing. The provisions of §2 remain unaffected.

9.2

Failure to meet any set deadline or any extended deadline after a suitable grace period constitutes grounds for immediate default by either party.

9.3

If a party is in default, the other party may withdraw from the contract after the expiry of a reasonable grace period with a corresponding warning. Any expenses already incurred or payments made must be reimbursed accordingly.

10 Acceptance

 

10.1

The parties will agree in writing on the acceptance procedures in the project agreement. The terms for acceptance will cover deadlines, process, and qualitative criteria.

 

10.2

Acceptance is at the client's discretion; Future Connection is obliged to cooperate accordingly.

 

10.3

Unless a specific acceptance procedure has been agreed upon, the client shall examine the work results upon delivery. If the provision of a functional system has been agreed upon, the client may require of Future Connection that the latter demonstrate that the characteristics guaranteed in writing are present.

10.4

If an acceptance procedure has been agreed upon and there appear to be no defects as a result of the testing, the client's signature on the test record shall constitute the acceptance of delivery.

10.5

If the client refuses to participate in the acceptance procedure for reasons beyond Future Connection's control and fails to meet an extended deadline of 14 days, the delivery shall be deemed to have been accepted and the client shall become liable to the timely payment of the associated remuneration.

11 Warranty and liability

 

11.1

Future Connection accepts liability for the loyal and accurate rendering of its services and/or that its deliverable meet the characteristics agreed upon in writing, subject, however, to the provisions of §11.6 below. The terms and conditions stipulated by the respective manufacturer(s) shall apply exclusively to third-party products, taking into account any further warranty by Future Connection.



11.2

The warranty period for hidden defects shall be 3 months from the date that the work results were accepted; if the client has failed to fulfil the acceptance obligations, the warranty period shall be 3 months after delivery. The client must provide written notice of any defects to Future Connection within the warranty period.

11.3

If Future Connection is unable to remedy the defect after the expiry of a reasonable grace period, the customer can request a reduction of the fees payable or demand reimbursement for any damages thus incurred if the defect has been caused by Future Connection, limited, however, to no more than 20% of the remuneration payable under the corresponding contract (contractual penalties included). Further warranty claims are thereby excluded, in particular any right to rescind the contract.


11.4

Future Connection will comply with applicable legal requirements in the development of its work results.

11.5

The client is aware that no web-based applications or software will never be 100% error free no matter how meticulous the development. Future Connection will comply with applicable legal requirements in the development and maintenance of its work results and not deliberately infringe the intellectual property rights of third parties.

11.6

Any liability for damages resulting from acts of slight negligence is hereby waived. The liability for defects and disruptions in functionality for which Future Connection is not responsible, such as natural wear and tear, force majeure, improper handling, intervention by the client or third parties, excessive strain, unsuitable operating supplies, or extreme environmental influences, as well as for damages resulting from the client's failure to comply with its obligations to third parties or for any indirect or consequential damages such as lost profits or third-party claims or damages resulting from the loss of data is excluded to the extent legally possible. The restrictions in this paragraph shall not apply to damage caused by intentional acts or negligence.

12 Non-solicitation agreement

For the duration of the contract and for one year after termination of the same, the client is prohibited from directly or indirectly soliciting, hiring, contracting with, or otherwise employing any Future Connection employee without the prior written consent of Future Connection. An employee for these purposes includes any and all persons in an employment relationship Future Connection at any time during the contract period. The client shall pay Future Connection a penalty equal to the net annual salary of any employee thus solicited, with a minimum penalty of CHF 100,000, subject to the right to seek compensation for further proven damages. Payment of the penalty does not exempt the client from future compliance with this provision.

13 Termination of contract

13.1

The client may withdraw from the contract at any time before the work is complete by paying Future Connection for any and all work already performed. In addition, the customer shall pay Future Connection an indemnity equal to 20% of the agreed fee remaining. The client is entitled to receive delivery of the work results created to date. §9.3 remains reserved.

14 Written form

These terms and conditions and any amendments, supplements and ancillary agreements are only valid if in writing and signed by both parties.

15 Transfer

The transfer of the rights and obligations arising from this contract shall require the prior written consent of the other party.

 

16 Partial nullity

If individual provisions are invalid or ineffective, the effectiveness or validity of the other provisions shall not be affected. In this case, the parties shall replace the invalid provision by another, which permissibly comes closest to the economic intention of the omitted regulation.

17 Marketing

Future Connection is allowed to name the client and its project and/or work deliverables for marketing purposes and to show illustrations and/or excerpts of the same. Future Connection may send information about the latest innovations to the client.

18 Applicable law and jurisdiction

Swiss law applies to this contract. The courts holding jurisdiction over the headquarters of Future Connection shall have exclusive jurisdiction to decide on disputes arising from this legal relationship.

 

Future Connection AG, November 2015

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