These General Terms of Business apply to all services that Blockchain Valley Ventures AG ("BVV") has been requested to provide. In the event of any conflict between these General Terms of Business and any agreement between you and BVV or other document that forms part of such agreement, the agreement shall prevail.
(1.1) Type and Scope – BVV will provide its services as being BVV’s responsibilities (the “Services”). Services are performed as either Service for Assistance / SFA (‘Mandate’, Art. 394ff Swiss Code of Obligations) or Service for Performance / SFP (‘Work Contract’, Art. 363ff Swiss Code of Obligations).
(1.2) Timetable – BVV will use commercially reasonable efforts to carry out its obligations in accordance with any dates or time periods referred to or specified between BVV and you. In case of a delay which BVV is not solely responsible for, BVV is relieved from its obligations regarding a project timetable.
(1.3) IP rights – BVV shall perform the services in a manner that does not constitute an infringement or misappropriation of any intellectual property rights of any third party.
“Deliverable Materials” are literary works or other works of authorship (such as memorandums, programs, program listings, programming tools, documentation, reports, drawings and similar works) that BVV may deliver to you as part of its services. BVV will deliver to you the Deliverable Materials, if any, as being BVV’s responsibility.
(2.1) Acceptance – Deliverable Materials will be accepted by you when the acceptance criteria or Deliverable Materials acceptance procedure that you and BVV agreed upon, if any, have been met, or when you make productive use of the Deliverable Materials, whichever occurs first. Where no such criteria or procedure are specified between you and BVV, Deliverable Materials will be deemed accepted on delivery to you.
(2.2) Ownership of Deliverable Materials – BVV will transfer to you BVV’s title in the Deliverable Materials subject to the following.
(2.2.1) Other Deliverable Materials – BVV or third parties will own the copyright in all Deliverable Materials and in all other materials or software created as part of the services, whether by or on behalf of BVV solely or both parties jointly (“Other Deliverable Materials”). Subject to the restrictions of this clause 2, you will have a perpetual non- exclusive, non-transferable license to use these Other Deliverable Materials for your own internal use and only for the purposes for which they were delivered, but you must not provide any Other Deliverable Materials, or copies of them, to any third party.
(2.2.2) Each party grants the other only the licenses and right specified. No other licenses or rights (including licenses or rights under patents) are granted.
(2.2.3) The rights provided to you by BVV in the Deliverable Materials as specified above, and the rights granted to you under this clause, are subject to payment by you of amounts due as agreed between you and BVV.
(2.2.4) Notwithstanding any other applicable provisions, BVV will not be prevented or restricted by these terms from using any technique, idea, concepts or know-how relating to BVV’s business activities.
(3.1) BVV’s performance is dependent on you cooperation with BVV and carrying out your responsibilities as agreed upon.
(3.2) Information & Materials – You agree to provide all information and materials reasonably required to enable BVV to provide the Services. You agree that all information disclosed or to be disclosed to BVV is and will be true, accurate and not misleading in any material respect. BVV will not be liable for any loss, damage or deficiency in the Services arising for inaccurate, incomplete, or otherwise defective information and materials supplied by you.
(3.3) Your staff – You will ensure that your staff is available to provide such assistance as BVV reasonably requires and that BVV is given reasonable access to your senior management, as well as any members of your staff to enable BVV to provide the Services.
(4.1) Termination on Notice of agreement – Unless the agreement states otherwise, any agreement entered into between you and BVV may be terminated by either party at any time by giving the other party not less than 30 days’ written notice.
(4.2) Termination for Breach – Unless the agreement states otherwise, any agreement entered into between you and BVV may be terminated by either party on written notice with immediate effect if the other commits a material breach of any term of such agreement if reasonable steps have not been taken within the 30 days towards remedying the breach upon written request.
(4.3) Effect of Termination – Except if BVV terminates the provision of the services for convenience, you will pay BVV for all services provided up to the date of termination, and where you terminate on notice or BVV terminates for breach, for additional costs BVV reasonably incurs as a result of the early termination of the Services, such as costs relating to subcontracts or relocation costs. BVV will take reasonable steps to mitigate any such additional costs. Unless agreed otherwise between you and BVV (for example by agreeing upon a payment plan), where the Services have been provided on a fixed price fees basis, you will pay BVV all sums proportionally due at the date of termination, plus any related payments withheld.
(5.1) BVV agrees that information labelled as confidential by you and all financial, statistical, customer, marketing and personnel data relating to your business, in each case as disclosed to BVV in connection with the services provided by BVV, are your confidential information (“Client Confidential Information”). You agree that information labelled as confidential by BVV and BVV’s methodologies, products, tools and proprietary software, training materials, industry templates and data, and any updates, changes and addition to the foregoing, in each case as disclosed to you in connection with the services provided by BVV, are confidential information of BVV (“BVV Confidential Information”).
Client Confidential Information and BVV Confidential Information are collectively referred to as “Confidential Information”. Neither party will, without the prior written consent of the other, disclose to any third party any Confidential Information which is received from the other party for the purposes of providing or receiving Services. Each party agrees that any such Confidential Information received by it from the other may be used by its (and its respective affiliates) personnel only for the purposes of providing or receiving services between the parties.
These restrictions will not apply to any information which: (i) is or becomes generally available to the public other than as a result of a breach of an obligation under this clause 5; (ii) is acquired from a third party without an obligation of confidentiality; (iii) is or has been independently developed by the recipient (or one of its affiliates) or was known to it or them prior to receipt; or (iv) is generally known or easily ascertainable by non-parties of ordinary skill in computer or process design or programming or in your business. Neither party will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party’s exercise of the same level of protection and care that such party customarily uses in safeguarding its own confidential information. Confidential Information disclosed under this Agreement will be subject to this clause 5 for 2 years following the initial date of disclosure.
(5.2) Notwithstanding sub-clause 5.1 above, each party will be entitled to disclose Confidential Information of the other: (i) to its respective insurers or legal advisors; and (ii) to a third party, to the extent that this is required by any court of competent jurisdiction, by a governmental or regulatory authority, or where there is a legal right, duty or requirement so to disclose, provided that in the case of sub-clause 5.2 (ii) where reasonably practicable (and without breaching any legal or regulatory requirement) not less than 2 business days’ notice in writing is first given to the other party. Notwithstanding anything to the contrary, BVV may disclose Confidential Information referred to in this clause 5 to a third party as may be necessary for the delivery of its services, subject to such third party agreeing, in writing, to be bound by similar terms and conditions, BVV may similarly retain the engagement work papers in ‘hard copy’ or electronic format for BVV’s internal use.
(5.3) As BVV's business include assisting a wider range of clients, this clause explicitly does not prevent BVV from providing similar services to other clients, also if that includes making use of anonymized materials and procedures generated as part of this business relationship.
(6.1) Requests for services are deemed to have been directed to BVV only and not to any individual person associated with BVV. This includes any request for services to be performed by a specific person associated with BVV.
(6.2) You (and any others for whom Services are provided) may not recover from BVV, its subcontractors and its employees, regardless of the legal reason, aggregate damages in excess of one times the fees actually paid for the services delivered by BVV that directly caused the loss in connection with claims arising out of or otherwise relating to the services provided by BVV. These limitations will not apply to losses or damages caused by our willful misconduct or gross negligence or to the extent prohibited by applicable law.
(6.3) If BVV involves a person not associated with BVV in connection with its services for you, BVV will not be liable to you for any error or omission made by that person.
(6.4) Claims for compensation of damage will expire one year after the date on which you became aware of the damage and BVV's liability.
(6.5) Under no circumstances shall BVV, its affiliates or its subcontractors be liable if they are not at fault nor for any of the following:
(I) loss of profits, even when they arise as an immediate consequence of the event that generated the damages;
(II) indirect, consequential or incidental damages and losses, even when these damages or losses could have been foreseen or BVV had been informed of the possibility of their possible occurrence;
(III) loss of, or damage to, data; and
(IV) lost business, revenue, goodwill, or anticipated savings.
(6.6) You agree to hold BVV harmless against any claim as a result of you not complying with applicable laws and regulation, unless your non-compliance is a direct result of the contents of BVV’s services or advice.
(6.7) Notwithstanding anything to the contrary in this Clause, the services are provided solely for your benefit and use, unless provided otherwise in the Agreement. BVV accepts no liability or responsibility to any third party who benefits from or uses the services or gains access to the Deliverable Materials.
(7.1) BVV's services are not intended to be, nor can they be construed as, tax, legal or investment advice.
(7.2) Subcontracting – BVV may subcontract any part of the services to one or more subcontractors associated with BVV, including its shareholders or subsidiaries. Any reference to BVV’s personnel in this Agreement includes BVV’s agents and subcontractor staff.
(7.3) Force Majeure – Neither party will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control. This clause does not apply to any of your obligations pay charges for Services provided.
(7.4) Third party claims – These terms will not create any right or cause of action for any third party, including your affiliates. BVV will not be liable for any third party claims against you, or your affiliates, except as permitted by the Liability clause above for bodily injury (including death) or damage to real or tangible personal property for which BVV is legally liable.
Both you and BVV consent to the application of the laws of Switzerland to govern, and enforce all of your and BVV’s rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles and any international conventions applicable. All of our rights, duties and obligations are settled exclusively by the competent court of Zug.