GENERAL TERMS AND CONDITIONS 
(GTC) 

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GTC Swiss Consulting Excellence - www.swissconxlnc.ch  (As of December 2016)

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Swiss Consulting Excellence

is a Business Name from
FairBric Holding, Inh. Schumm Moreno
Geerenweg 11

8048 Zürich 

GENERAL / SCOPE

I.    These general terms and conditions apply exclusively to all legal transactions between the client and the Swiss Consulting Excellence. The version valid at the time the contract is concluded is decisive.

II.    These general terms and conditions also apply to all future contractual relationships, even if not explicitly stated in additional contracts.

III.    Conflicting terms and conditions of the client are invalid unless they are recognized in writing by Swiss Consulting Excellence.

IV.    In the event that individual provisions of these terms and conditions should be and/or become ineffective, this does not affect the effectiveness of the remaining provisions and the contracts concluded on the basis thereof. The ineffective is to be replaced by an effective provision that comes as close as possible to the meaning and economic purpose.

V.    For the use of specific services to other terms and conditions apply (if in doubt contact Swiss Consulting Excellence).

VI.    The customers who use the virtual office service are hereinafter referred to as "virtual office users ".

VII.    The prices of Swiss Consulting Excellence for the general range of products and services can be viewed at www.sxlconsulting.com. Offers can be requested for all personalized services.

VIII.    In the following, Swiss Consulting Excellence and contractors are used synonymously.

IX.    The general terms and conditions are subject to change.

SCOPE OF THE ORDER

I.    The content and scope of a specific order are recorded in the contract.

II.    If there is a need for additional or supplementary activities, the client will be made aware of this. In this case, there is an additional written order extension. This also applies if the client voluntarily requests additional or supplementary work.

III.    The client decides on its own responsibility about the time and type and scope of the recommended or coordinated measures. This applies even if Swiss Consulting Excellence accompanies the implementation of coordinated plans or measures by the client.

IV.    Concrete success is neither owed nor guaranteed.

V.    Swiss Consulting Excellence offers the customer a selection of virtual office service packages, which is completely described in the scope of services of the packages.

VI.    Swiss Consulting Excellence granted the Virtual Office user formally home in their offices. If expressly agreed presents Swiss Consulting Excellence customers other separately booked services for disposal. The Virtual Office user intended in the offices of Swiss Consulting Excellence set up its headquarters or its branch.

VII.    Swiss Consulting Excellence is also ready to provide further services for the customer if these services are desired and their implementation is possible, legally and ethically.

VIII.    When the contract is concluded, the virtual office user grants Swiss Consulting Excellence and the corresponding employee’s power of attorney to accept telephone calls, mail and official orders of all kinds. Substantial efforts on behalf of the virtual office users are subject to a further agreement and an hourly fee of at least three hundred Swiss francs per hour.

IX.    The virtual office user cannot receive the following items via Swiss Consulting Excellence, in particular (the list is not exhaustive): parcels and magazines (unless otherwise agreed), cash on delivery (N), personal (RMP), debt enforcement documents (BU), taxable Shipments and those with criminal postage, money orders, court documents (GU). Swiss Consulting Excellence sends any excluded items to the sender back.

X.    The virtual office user is obliged to leave the office premises clean and tidy and in the same condition as they were received, otherwise a cleaning fee of fifty Swiss francs per hour will be charged. The furnished office space is used on a first-come, first-served basis. Allocation is automatic and non-discriminatory. Cancellations are free of charge provided they are made up to five working days in advance.

XI.    Swiss Consulting Excellence informs the virtual office user within the legal limits of further offers and services from Swiss Consulting Excellence and its partner or group companies.

EXCLUDED ACTIVITIES

I.    The provision of legal or tax advisory activities and auditing are fundamentally excluded as part of the contract.

II.    As a matter of principle, Swiss Consulting Excellence freely decides whether further, legally permitted activities are excluded.

SUBSTITUTION

I.    The contractor is entitled to have all or part of the tasks incumbent on him performed by third parties.

II.    The third parties are paid exclusively by Swiss Consulting Excellence.

III.    There is no direct contractual relationship of any kind between the third party and the client.

CLIENT'S OBLIGATION AND PARTICIPATION

I.    The client must provide Swiss Consulting Excellence with comprehensive information about previously carried out and / or ongoing activities - also in other specialist areas - if these are related to the order placed.

II.    The client ensures that Swiss Consulting Excellence is provided with all the documents necessary for the fulfillment and execution of the order in a timely manner, and is informed of all processes and circumstances that are important for the execution of the order. This also applies to all documents, processes, and circumstances that only become known during the activity of the contractor.

COMPLETENESS / COMPLETENESS STATEMENT

I.    Upon request, the client will provide Swiss Consulting Excellence with a declaration of completeness confirming that the information and documents provided by it are complete and correct and that there are no known or known indications that are suitable, their completeness and correctness in question to deliver.

REPORTING / REPORTING REQUIREMENTS

I.    Swiss Consulting Excellence undertakes to report on its work and, where applicable, the contracted third parties in accordance with work progress.

II.    The frequency, form, and scope of reporting can be agreed in writing. If this is not the case, Swiss Consulting Excellence can freely decide on the points mentioned.

CONFIDENTIALITY / PRIVACY

I.    Swiss Consulting Excellence is committed to maintaining absolute secrecy about all business matters that come to its knowledge, in particular business and trade secrets, as well as any information that it receives about the nature, scope and practical activities of the client.

II.    Furthermore, the contractor undertakes to keep third parties confidential about the entire content of the work as well as all information and circumstances that have been received in connection with the creation of the work, in particular also about the data of clients of the client.

III.    The contractor creates a written confidentiality agreement for each client. It does not apply to an order, but to the respective company and for an unlimited period.

IV.    The contractor is generally released from the obligation to maintain confidentiality towards any assistants and deputies whom he uses. A confidentiality agreement is drawn up between Swiss Consulting Excellence and third parties to protect the interests of the client.

V.    The obligation to maintain confidentiality extends indefinitely beyond the end of the contractual relationship. Exceptions exist only in the case of a legal obligation or claim on the part of the Swiss state. In such cases, the client will be informed immediately. Direct inquiries from foreign countries to the contractor are ignored. These have to contact the responsible Swiss authorities.

VI.    Swiss Consulting Excellence is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The client guarantees that all necessary measures, in particular those within the meaning of the Data Protection Act, have been taken.

VII.    The disclosure or presentation of written elaborations or results of the contractor to third parties requires his prior consent and is only in the interest and on behalf of the client. The third party is not included in the scope of the order between the client and Swiss Consulting Excellence. This also applies if the third party bears all or part of the remuneration for the work of the contractor for the client or assumes this.

VIII.    Swiss Consulting Excellence does not use offers for electronic data exchange or their storage, such as clouds unless they are under Swiss law and their data centers are not exclusively located on Swiss soil. The client can request the use of offers that do not meet the stated requirements in writing from the contractor.

COPYRIGHT / USE RIGHT

I.    The provisions relating to copyrights apply if the federal law has regulated them, as far as the current case law applies.

II.    The copyrights and rights of use for created works such as documentation, procedures, electronic calculations, analyzes, training documents, and all related works are only transferred to the client after full payment of the fee. If the current law provides otherwise, its provision applies instead of the Swiss Consulting Excellence GTC.

III.    The client must obtain the permission of Swiss Consulting Excellence for any use outside the contractual purpose and compensate accordingly. This is the case, for example, if the points mentioned are made accessible to third parties by the client. This applies regardless of the way in which the transfer takes place and whether this was done for a fee or free of charge.

IV.    Swiss Consulting Excellence reserves the right to take legal action in the event of violations.

KEEPING DOCUMENTS

I.    Swiss Consulting Excellence is not obliged to keep documents and data that were used to fulfill the order for the client.

II.    Swiss Consulting Excellence is only obliged to keep those documents that are required by law.

III.    The client receives all the necessary documents and data when the order is completed. The contractor can keep a copy but is committed to confidentiality and data protection. The scope is explained in the terms and conditions.

FEE

I.    The fee is set in a written agreement. The design, scope, and content are the responsibility of Swiss Consulting Excellence and the client.

II.    Time and remuneration forecasts in relation to the execution of order represent a non-binding estimate, since the time required may depend on factors that cannot be influenced by the client.

III.    Swiss Consulting Excellence is entitled to provide reasonable advances for the services to be provided or interim bills for services already performed.

IV.    If the execution of the agreed work is omitted for reasons on the part of the client or due to a legitimate premature termination of the contractual relationship by Swiss Consulting Excellence, the contractor retains the right to payment of the entire agreed fee less saved expenses. In the event of an hourly fee is agreed, the fee for the number of hours to be expected for the entire agreed work is to be paid minus the saved expenses. The saved expenses are agreed at a flat rate of 20 percent of the fee for services that Swiss Consulting Excellence has not yet provided by the day the contractual relationship ends.

V.    In the event that interim accounts are not paid, Swiss Consulting Excellence is released from its obligation to provide further services. This does not affect the assertion of further claims resulting from non-payment.

VI.    Unless otherwise agreed, the fee is charged monthly.

VII.    One working day corresponds to 8 working hours.

EXPENSES / TRAVEL EXPENSES

I.    Unless otherwise agreed, all expenses necessary for the fulfillment of the order are to be borne by the client.

II.    Unless other agreements have been made, the following applies:

a.    The way there and back is considered working time.

b.    Kilometers driven are charged at CHF 0.9 0 per kilometer.

c.    When the train 1. Class offset.

d.    Business-class will be charged for air travel. S An all fees and additional costs that are incurred when traveling by air shall be borne by the client.

e.    A 4-star hotel fee is charged for overnight stays.

f.    For small expenses are fixed expenses will be charged 2% of the fee.

g.    Additional expenses will be charged by mutual agreement based on effective effort and against receipt.

EVIDENCE FOR THE EMPLOYER

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I.    Swiss Consulting Excellence issues a legally compliant invoice with all the necessary features.

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II.    The contractor separately proves his expenses and expenses (expenses). This proof is included with every invoice.

PAYMENT

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I.    Unless otherwise agreed, invoicing takes place every other week for recurring activities. For one-off projects, 50% is paid as an advance and 50% immediately after completion of the work.

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II.    The invoices are due immediately upon receipt. Deductions of any kind are not permitted.

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III.    Objections or justified objections must be submitted within a maximum of 5 days after receipt. After the deadline, the invoice is considered approved.

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IV.    For the provision of the agreed services, the virtual office user Swiss Consulting Excellence pays the contractually agreed amount monthly and in advance.

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V.    The virtual office customers' invoice is due on the 1st day of the corresponding month. Dunning fees of CHF 30 may be charged for each reminder.

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VI.    Swiss Consulting Excellence can authorize a third party to process the outstanding payments or to sell the claims for such payments to a third party in Switzerland and abroad. The persons entrusted with the administration of the customer are jointly and severally liable for the amounts and costs owed by the customer.

INTEREST ON DELIVERY / SURCHARGES / ADMINISTRATIVE FEES / OPERATION

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I.    Swiss Consulting Excellence is entitled to demand default interest, surcharges and / or dunning fees if the payment term is exceeded.

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II.    The default interest amounts to 8% of the total outstanding amount. This is collected twice a month and added to the outstanding total.

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III.    Swiss Consulting Excellence is free to waive offsetting default interest, surcharges, and reminder fees.

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IV.    In the case of debt enforcement to the client, all costs incurred are borne by the client. This includes, among other things, the debt enforcement fee, administration costs, and compensation for lost work including interest on arrears. The costs incurred will be charged separately.

E-BILLS

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I.    Swiss Consulting Excellence is entitled to send the client electronic invoices. The customer expressly consents to the sending of invoices in electronic form, unless there is a corresponding agreement.

DURATION OF THE CONTRACT

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I.    A contract ends with the conclusion of the agreed order or the triggering by the contractor or client.

II.    The virtual office contracts only come into force with the bilateral signature, completion of the identity check of KYC- Know Your Customer (if Swiss Consulting Excellence does this) and receipt of the credit from payment of the first invoice.

III.    The virtual office contract is automatically extended by the period of the selected minimum term until either the customer or Swiss Consulting Excellencegives notice in due time.

IV.    The virtual office contract is automatically extended by the period of the selected minimum term until the customer gives notice in due time or by Swiss Consulting Excellence.

V.    If the Virtual-office customer a contract with a Läng older minimum contract period than three months s selected, the termination of derogation from point IV at the end of the minimum term in compliance with the period of three months to the end of Mindestv profitable maturity takes place.

VI.    If the move or the deletion to the virtual office end of the contract is not carried out in good time, the contract is automatically extended despite termination and the amount agreed in the contract is owed. The decisive factor is the publication date in the commercial register.

VII.    Swiss Consulting Excellence reserves the right to inform Virtual Office customers about future price changes by email. The price changes are considered approved unless the virtual office customer objects in writing within one month and does not come into force until the next contract extension.

VIII.    The virtual office customer (without association and sole proprietorship with an annual turnover of less than CHF 100,000.00) is legally obliged to make an entry/change in the commercial register. Swiss Consulting Excellence reserves the right to withdraw from the contract without damage if such registration with the commercial register does not take place within 30 days of the start of the contract.

IX.    Swiss Consulting Excellence is entitled to withdraw from the virtual office contract without causing damage if the customer is more than 30 days late in paying a debt.

X.    In special circumstances, in particular, if the virtual office customer is active in unfair transactions or businesses that can impair the reputation of Swiss Consulting Excellence, its customers or service providers or the termination rights from points 30 and 31, the virtual office contract can be terminated without notice. Note: In such cases, there is no entitlement to a reduction or reimbursement of owed or already paid costs.

XI.    In the event of contract termination, Swiss Consulting Excellence is entitled to notify the customer's registered office at the relevant commercial register at the address of Swiss Consulting Excellence, unless the customer himself immediately registers a change of seat.

EARLY TERMINATION OF THE CONTRACT

I.    The contract can be canceled at any time for important reasons from either side without observing a notice period. The main reason is

a.    If a contractual partner violates essential contractual obligations.

b.    If a contractual partner falls into arrears after opening insolvency proceedings.

c.    If there are legitimate concerns about the creditworthiness of a contractual partner over whom no insolvency proceedings have been opened, and the latter does not make advance payments at the request of Swiss Consulting Excellence or provides suitable security before the performance and the poor financial circumstances were not known to the other contractual partner when the contract was concluded.

II.    If requested advances, installments or other invoices are not or are not fully settled by the client, the contractor is entitled to discontinue further activities until the outstanding claim has been fully paid. In addition, he can terminate the concluded contract without notice after a prior written warning with a threat of termination. In this case, the contractor can either invoice the customer for the services actually provided up to the termination date or instead of the agreed or forecast total remuneration minus expenses saved due to the premature termination of the contract.

LIABILITY

I.    Verbal or telephone information, explanations, advice or recommendations are given to the best of our knowledge and belief. They are only binding if they are confirmed in writing.

II.    A liability or guarantee for the success of the measures recommended by the client is excluded. This applies even if Swiss Consulting Excellence accompanies the implementation of coordinated plans or measures by the client.

III.    Swiss Consulting Excellence is only liable for intent or gross negligence. Liability is limited to the typically foreseeable damage.

IV.    The contractor's liability does not apply if the damage caused is due to incorrect or incomplete information or documents of the client.

V.    The client ensures that the services for which he has concluded a contract with Swiss Consulting Excellence are used in accordance with the law and the contract. He is obliged to comply with all legal regulations and assumes sole responsibility for the content of the data on his systems and storage media. The contractor declines all liability in this regard.

VI.    Swiss Consulting Excellence is not liable for damage and impairments in the event that works, information, electronic data or the like are passed on by the client to third parties or to companies affiliated with them, which may result in the named companies.

VII.    No other rights (apart from those expressly granted) can be derived from the provision of services in favor of the customer.

VIII.    The customer is fully liable for direct or indirect damage caused by the performance of the agreed services by Swiss Consulting Excellence. Swiss Consulting Excellence assumes no responsibility or liability (directly or indirectly) for the damage caused by the customer.

IX.    Under no circumstances does the performance of the agreed services include affiliation, promotion, support, approval, investigation, confirmation or monitoring of the customer's business through Swiss Consulting Excellence.

X.    Swiss Consulting Excellence pays rent to own n offices appropriate staff needed. There are no further payment obligations for Swiss Consulting Excellence. Swiss Consulting Excellence can involve third parties at any time to provide services.

XI.    If the virtual office users change their address, Swiss Consulting Excellence bears no costs for the customer.

FINAL PROVISIONS

I.    The contracting parties confirm that they have given all information in the contract conscientiously and truthfully and undertake to mutually announce any changes immediately.

II.    Changes to the contract and these terms and conditions must be made in writing; also a departure from this formal requirement. Verbal collateral agreements do not exist.

III.    Swiss law applies exclusively (excluding conflict of laws). In the event of legal ambiguities, the sole place of jurisdiction is Zurich.

GTC RELEASE FORM

I.    The applicable terms and conditions can be viewed at www.sxlconsulting.ch/agb. In individual cases, Swiss Consulting Excellence can provide a physical version of the general terms and conditions upon customer request. The customer acknowledges that a physical version of the terms and conditions is only an illustration of the only legally binding, electronically published terms and conditions that are valid at the time and only provides legally valid information as long as it matches the electronic version.

II.    Contradictory statutory provisions are reserved.

© Swiss Consulting Excellence - www.swissconxlnc.ch - 20. December 2016

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