General Terms and Conditions (GTC)

Scope of application

These General Terms and Conditions ("GTC") apply to the business of Leo & Muhly Ltd. Sennhüttenstrasse 3, 8907 Wettswil, (hereinafter "Company"). The Company provides paid and unpaid services in the field of cyber security and risk management, forensics and information technology, as well as related services and associated activities, in particular in the field of consulting, training, research, security policy, project management, human resource management and personnel placement, as well as the development and distribution of hardware and software solutions.

These GTC apply to the above-mentioned areas as well as to the other services which the company provides directly and indirectly to the client.

Conclusion of contract

The conclusion of the contract is effected by the acceptance of the offer of the company concerning the purchase of services, products or licences by the client.

The contract is also concluded when the client uses the services offered by the company or obtains or uses products of the company (licence).

Prices

Unless otherwise quoted, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT).

Prices are exclusive of any other applicable taxes.

The company reserves the right to change prices at any time. For the customer, the prices valid at the time of the conclusion of the contract shall apply.

Payment

The customer is obliged to pay the invoiced amount within 30 days of the invoice date. If the invoice is not paid within the aforementioned payment period, the customer will be warned. If the customer does not pay the invoice within the set reminder period, he is automatically in default. From the time of default, the customer shall owe interest on arrears at the rate of 5%. The Company reserves the right to demand payment in advance at any time without giving reasons. Offsetting the invoiced amount against any claim the Client may have against the Company is not permitted. The Company shall be entitled to refuse the provision of services, the delivery of the product or the granting of the licence in the event of default in payment.

Duties of the Company

Provision of Services

Unless otherwise agreed, the Company shall fulfil its obligation by providing the agreed service. The service includes the services which are or were contractually agreed at the time of the conclusion of the contract.

The majority of the Company's services shall be provided at the Client's premises or at the place of performance contractually agreed with the Client. For all other services, the registered office of the Company shall be deemed to be the place of performance, unless other provisions are made.

Auxiliaries

The parties have the express right to call in auxiliary persons to perform their contractual duties. They shall ensure that the auxiliary person is engaged in compliance with all mandatory statutory provisions and any collective labour agreements.

Duties of the customer

Exercise of the rights of use

The customer is obliged to exercise the rights of use only to the extent granted. The Customer shall immediately make all arrangements necessary for the provision of the service by the Company. The Customer shall make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on the circumstances, this may include the provision of appropriate information and documentation to the Company.

By accepting these General Terms and Conditions, the Client also confirms that he has unlimited capacity to act and is of full age. By signing the contract, the client expressly declares that all information provided is true, up-to-date and in accordance with the rights of third parties, morality and the law.

Duties to cooperate

The Client is obliged to make all arrangements necessary for the provision of the service by the Company without delay. The Client shall make the arrangements at the agreed place, at the agreed time and to the agreed extent. Depending on the circumstances, this may include the provision of appropriate information and documentation to the Company.

Furthermore, the Customer shall cooperate fully and promptly. He shall hand over to the Company all documents required in connection with the provision of the service without being asked to do so, in full and with the correct content. The Company assumes that the information and documents supplied are correct and complete and comply with the statutory obligations to cooperate and provide information. The Company shall only be responsible for checking the correctness and regularity of the Client's information, documents and figures if this has been agreed in writing in advance.

Withdrawal

Services

Both parties have the right to withdraw from the contract at any time. The withdrawing party shall fully compensate the other party for any expenses already incurred. Withdrawal at inopportune times is not permitted. The costs caused by the withdrawal will be charged to the client. The customer will be informed of the exact amount when the contract is concluded. If the contract is cancelled less than 30 days before a defined delivery date, the customer will be charged the full quotation price on which the contract is based.

Products

An exchange of products such as research reports and studies is fundamentally excluded.

Retention of title

The ownership of the products remains with the company until the purchase price has been paid in full. Until then, the client may not dispose of the products, in particular neither sell nor rent or pledge them. Furthermore, the intellectual property of the Company shall be marked after acquisition of the product by the Client, in case of further use and communication of the product with third parties.

Warranty

The Company shall endeavour to ensure good availability of www.leomuhly.com and shall take reasonable precautions to protect www.leomuhly.com from third party interference.

However, it cannot guarantee that the functioning of www.leomuhly.com will be uninterrupted or trouble-free, nor can it guarantee that the files are free of viruses. The Company provides no guarantee for the factual and content-related correctness, completeness and reliability or quality of the published or transmitted information and documents. It can also give no guarantee for non-spamming, harmful software, spyware, hacking or phishing attacks etc. which impair the use of the service, damage the infrastructure (e.g. end devices, PC) of the customer or otherwise harm the customer. The Company cannot guarantee the factual and content-related correctness, completeness and reliability or quality of the information and processes provided, published or transmitted or the work result of the Services. Any problem or defect must be reported to the Company immediately.

Liability

Liability for any indirect damage and consequential damage is excluded in full.
Liability for direct damages shall be limited to the amount of the service, product or licence purchased by the customer. This limitation of liability does not apply to direct damages caused by gross negligence or intent.

The client is obliged to report any damage to the company immediately.

Any liability for auxiliary persons is excluded in its entirety.

Intellectual property rights

The Company is entitled to all rights to the products, services and any trademarks or is authorised to use them by the owner.

Neither these General Terms and Conditions nor any individual agreements pertaining thereto shall include the transfer of intellectual property rights, unless this is explicitly mentioned.

In addition, any further use, publication and making available of information, images, texts or anything else which the Client receives in connection with these provisions is prohibited, unless it is explicitly approved by the Company.

If the Client uses content, texts or pictorial material in connection with the Company in which third parties have a property right, the Client must ensure that no property rights of third parties are infringed.

Data Protection

The Company may process and use the data recorded in connection with the conclusion of the contract for the purpose of fulfilling its obligations under the contract. The Company shall take the measures necessary to secure the data in accordance with the statutory provisions. The Client fully agrees to the storage and contractual use of his data by the Company and is aware that the Company is obliged and entitled to disclose information from the Client to courts or authorities or to third parties if ordered to do so. If the Client has not expressly prohibited it, the Company may use the data for marketing purposes as well as pass them on to its partners for advertising purposes. The data necessary for the performance of the service may also be passed on to commissioned service partners or other third parties.

Furthermore, the data protection regulations apply.

Changes

These General Terms and Conditions may be amended by the Company at any time.
The new version shall come into force by publication on the Company's website.

The version of the General Terms and Conditions in force at the time of the conclusion of the contract shall apply to the customer. Unless the customer has agreed to a newer version of the GTC.

Priority

These GTC take precedence over all older provisions and contracts. Only provisions from individual contracts which specify the provisions of these GTC shall take precedence over these GTC.

Severability clause

Should any provision of this contract or any annex thereto be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision by a valid provision which comes as close as possible to the intended economic purpose of the invalid provision. The same shall apply to any loopholes in the contract.

Confidentiality

Both parties, as well as their auxiliary persons, undertake to treat all information submitted or acquired in connection with the services as confidential. This obligation shall remain in force even after the termination of the contract.

Force majeure

If the timely performance by the Company, its suppliers or third parties called in is made impossible as a result of force majeure such as epidemics and pandemics, natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, riots, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, the Company shall be released from the performance of the obligations concerned for the duration of the force majeure and a reasonable start-up period after its end. If the force majeure lasts longer than 30 days, the Company may withdraw from the contract. The Company shall reimburse the Client in full for any payment already made.

Any further claims, in particular claims for damages as a result of vis major are excluded.

Applicable law / place of jurisdiction

These GTC are subject to Swiss law. Unless mandatory legal provisions prevail, the court at the registered office of the company shall have jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.221.1) is explicitly excluded.