These General Terms and Conditions (GTC) of Marti Management & Consulting AG (marti-mc) form the basis for all business relationships between marti-mc and its clients.
 

1. CONTRACT CONCLUSION
A contract between the client and marti-mc, including any amendments and/or additions, must be in writing.
 

2. RELATIONSHIP BETWEEN GTC AND CONTRACT
The contract between marti-mc and the client governs the specific details, while these GTC set out the generally valid principles of the business relationship between the parties. In the event of a conflict between the contract and the GTC, the contract shall take precedence. General terms and conditions of the client only apply if expressly accepted by marti-mc.
 

3. PRICES AND PAYMENT TERMS
The services provided by marti-mc and the agreed price are specified in the contract and are exclusive of statutory VAT. Any changes to the contract requested by the client that incur additional costs must be confirmed in writing in advance and will then be invoiced separately. Invoices from marti-mc are due for payment within 10 days net.
 

4. PERFORMANCE
marti-mc undertakes to perform the assignment professionally and with due care within the timeframe agreed with the client. marti-mc is entitled to involve its own employees or third parties in fulfilling the contract but remains liable for their actions as if they were its own.
 

5. DEADLINES AND DELIVERY TIMES
Deadlines and delivery times are defined in the contract with the client. Deadlines and delivery times may change if the scope of the assignment is subsequently modified or if the client does not fulfill, delays, or inadequately fulfills its cooperation obligations.
 

6. WARRANTY AND LIABILITY
Marti-mc guarantees careful (“state of the art”) performance of the assignment but cannot accept liability for minor negligence or for errors or defects resulting from actions of the client or otherwise outside the control of marti-mc.
Liability of marti-mc is limited to the agreed fee. In particular, any liability for indirect and/or consequential damages is excluded.
 

7. INTELLECTUAL PROPERTY
The client acknowledges that intellectual property rights in all work results created by marti-mc within the scope of the assignment remain with marti-mc.
Upon full payment of the agreed fee, the client acquires the unlimited right to use the work results created for them by marti-mc under the assignment, both in terms of time and location. The service provided by marti-mc is delivered as a complete work. Parts of it may be reused by marti-mc in compliance with confidentiality and due diligence obligations.
 

8. CONFIDENTIALITY AND DATA PROTECTION
The parties shall maintain confidentiality regarding the existence and content of their contractual relationship. Furthermore, marti-mc undertakes to keep confidential all information obtained in connection with the client’s services. With the prior consent of the client, marti-mc may publish its work for a client in its own publications and use it for self-promotion. Documents and data entrusted to marti-mc will be treated confidentially and returned to the client upon request after completion of the project. For data and documents whose loss or misuse could have serious consequences, it is the client’s responsibility to expressly inform marti-mc of this special risk.
 

9. SEVERABILITY CLAUSE
Should individual provisions of these General Terms and Conditions or the contractual agreements between the client and marti-mc be invalid or unenforceable, the entire contractual relationship shall not be invalidated; the invalid provisions shall be replaced by valid provisions that achieve the intended purpose as closely as possible.
 

10. APPLICABLE LAW AND JURISDICTION
The contract between the client and marti-mc is governed exclusively by Swiss law.
In the event of a disruption in cooperation, the parties shall make every effort to find an amicable solution first. If this is not successful, the exclusive place of jurisdiction for all disputes arising from this contract shall be Zug, Switzerland.
 

Baar, 4 January 2016