1. DEFINITIONS

1. 1 “Agreement” means these Terms and Conditions, Privacy Policy and the Proposal made available to the Client, and subsequent contract if any.

1.2 “Client Owned Materials” means materials and technology owned by Client prior to the Effective Date, materials and technology developed or acquired by Client after the Effective Date, derivative works, modifications, and enhancements to the foregoing, and intellectual property rights subsisting in any of the foregoing.

1.3 “Commencement Date” means the date Rata Services agrees to provide Support Services to the Client, as evidenced by the Effective Date, which is the date of a signed document, signed Terms and Conditions or Proposal acceptance in writing.

1.4 “Client” means the company engaging Rata Services.

1.5 Fixed Term” means the duration of the scope of work as defined with the Client and Rata Services according to the Proposal and/or the Agreement.

1.6 “Support Services” means the support services and other work to be provided by Rata Services to Client as agreed or as detailed in the Proposal and as per these Terms and Conditions.

1.7 “Personal Data” means information defined as such by EU General Data Protection Regulation or information treated as personal data under any other law or regulation applicable to the information and defined in the Privacy Policy available on the Company’s website. 1.8 “Proposal” means the scope of work including fees and pricing from Rata Services specific to the Client’s needs.

2. SUPPORT SERVICES

2.1 Rata Services shall provide Support Services starting on the Commencement Date and continuing until terminated as agreed with the Client, or as per the Fixed Term defined with the Client.

2.2 Rata undertakes to provide the Support Services in accordance with the terms of this Agreement. Rata will provide services to the Client which are additional to the Services as and when Rata and the Client have agreed in writing. The additional on-demand services or goods, which may include e.g. travel costs, special projects, and other costs for services, shall be referred to as the “Additional Services” and the Additional Services shall be provided in accordance with the terms of this Agreement. The cost for any Additional Services shall be agreed between the Parties before Rata provides such Additional Services.

2.3 Support Services shall be provided by Rata based on this Agreement. The Client and Rata may agree to change the amount and type of Services during the term of the Agreement by each party agreeing in writing.

2.4 Rata shall ensure that the persons providing the Services are suitable, qualified, experienced, and competent as required for the performance of the Services in a manner consistent with good industry practice.

2.5 Following a termination event (including a notice of termination), Rata shall continue to provide the Services in a manner consistent with good industry practice until the Agreement has been terminated and shall provide all the necessary support, documentation, and any other assistance to ensure that the Client will have a smooth transition to another contractor or to an employee.

2.6 Travel expenses: All reasonable travel related to Support Services is to be agreed in advance with the Client. Travel costs will be either invoiced separately and receipts for incurred expenses will be included or included within the Monthly Fee as per Article 4.2, in agreement with the Client. Travel time within GE Canton is not to be invoiced. Outside GE Canton, travel time is invoiced according to hourly rates in the proposal. For overseas travel outside of Europe, Rata Services will invoice Business Class flights.

2.7 Modifications: Any major modifications of the Proposal or these terms and conditions will not be effective unless documented in a Change of Scope or an amendment signed by both Parties.

2.8 Price adjustment: Prices for operational services and hourly rates may be adjusted at the beginning of every calendar year by an amount equivalent to the increase in Swiss Consumer Price Index.

3. RATA SERVICES RESPONSIBILITIES

3.1 Rata Services Staff. Rata Services has sole responsibility for hiring, employing, training, managing, and administrating Rata Services employees who perform the Support Services. Rata Services will ensure that all staff have adequate skills and are given proper training before they provide the Support Services.

3.2 Appointment of Representative. Rata Services shall assign a representative to act as a primary Rata Services point of contact for all matters involving the Support Services. The representative shall be the recipient of all information updates from Client, requests relating to the Support Services and notices required under this Agreement from Client.

3.3 Authorisations. Rata Services shall, at Client’s expense, obtain the licenses, certifications, authorizations, approvals, consents or permits required to perform Rata Services’ obligations under this Agreement.

3.4 Subcontractors. Rata Services may subcontract all or a portion of its responsibilities without Client’s prior approval, as long as Rata Services remains responsible for its obligations under the Agreement.

4. RESPONSIBILITIES OF CLIENT

4.1 Pricing and Payment: In consideration for Rata Services’ performance of the Support Services, Client agrees to pay Rata Services the fees calculated in accordance with the prices set forth in the Proposal. Except Client shall be responsible for all insurance and taxes under or that arise out of the performance of this Agreement when performing services in Client’s premise. All prices mentioned in the agreement are specified without VAT and applicable taxes.

4.2 Rata Services will invoice Client monthly for the total of all fees, expenses and costs incurred during the month, and Client agrees to pay such written invoices net thirty (30) days from its receipt of the invoice. Any payments not made within sixty (60) days from Client’s receipt of the invoice shall bear interest at the annual interest rate as set forth in the Swiss law against Rata Services SA Terms and Conditons September 2024 payment arrears in commercial transactions, and Rata Services may suspend the provision of services. Notwithstanding any other provision herein, if Rata Services is forced to take legal action for the recovery of any amounts due from Client under this Agreement, Client shall reimburse Rata Services for reasonable attorneys’ fees, collection fees and any other costs actually incurred.

4.3 The Client agrees that when marketing materials, logos, graphic charters or web sites (“Materials”) are done by Rata Services for the Client’s business, that they shall not be copied, modified by the Client or a third party or used before the official release of Materials without the express written consent of Rata Services.

4.4 Provision of Facilities/ Equipment/ Systems: Client shall grant Rata Services access to and use of the Client facilities, furniture, equipment, infrastructure, and systems necessary to perform the services under this Agreement, as set forth in the Proposal. Client shall also grant Rata Services the right to use and/or access any Client equipment, system, and software (including third party equipment, system and software leased or licensed by Client) in connection with Rata Services’ provision of Support Services. Rata Services shall not be obligated to pay rent when performing services in Client’s premise.

4.5 For the provision of the Support Services, the Client shall make their Microsoft tenant available for use by Rata Services owned Microsoft information portal, which is used with the Client’s tenant as necessary for the provision of Services.

5. RELATIONSHIP OF PARTIES

5.1 Nothing in this Agreement shall confer upon either Party any interest in, or subject either Party to, any liability for the business, assets, profits, losses or obligations of the other.

5.2 The Parties agree that Rata Services personnel performing services pursuant to this Agreement, whether at Client’s site or not, are solely the employees of Rata Services, or Rata Services’ subcontractors, as applicable, and at no time shall Rata Services employees or subcontractors be deemed employees of Client. Rata Services is solely responsible for the payment of all wages and other compensation and benefits due to Rata Services employees, all employer and withholding taxes, and social or medical coverage as applicable.

6. CONFIDENTIAL INFORMATION

6.1 Each Party acknowledges that in the course of performing under this Agreement, they may learn confidential, trade secret, personal data or proprietary information concerning the other party or third parties to whom the other Party has an obligation of confidentiality (“Confidential Information”). Confidential Information shall include, without limitation, any data, business information, technical information, information regarding products, software, services and documentation, all opportunities, inventions, discoveries, procedures, processes, trade secrets, technical information, know-how, plans, specifications, identity of customers and identity of suppliers, all financial information relating to the business and affairs of each of the Parties, and reports generated by or for either Party relating to the business and affairs of each of the Parties. Any personal data shall be covered by the Privacy Notice in the Proposal.

6.2 Each Party agrees that (a) it will use such information only as may be necessary in the course of performing duties or exercising rights under this Agreement, (b) it will treat such information as confidential and proprietary, (c) it will not disclose such information orally or in writing to any third party without prior written consent of the other Party, (d) it will take all reasonable Rata Services SA Terms and Conditons September 2024 precautions to protect the Confidential Information, and (e) it will not otherwise appropriate, use such information for its own use or to the use of any other person or entity, including the solicitation of any of the other Party’s customers, leads or employees. Without limiting the foregoing, each Party agrees to take at least such precautions to protect the other Party’s confidential and proprietary information as it takes to protect its own confidential and proprietary information. Upon the termination of this Agreement and the completion of Support Services, each Party will return to the other all Confidential Information of the other Party in its possession.

6.3 Nothing in this Agreement shall be construed to restrict disclosure or use of information that (a) was in the possession of or rightfully known by the recipient, without an obligation to maintain its confidentiality, prior to receipt from the other Party, (b) is or becomes generally known to the public without violation of this Agreement, (c) is obtained by the recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality, or (d) is independently developed by the receiving party without the participation of individuals who have had access to the other Party’s confidential or proprietary information.

6.4 Rata Services may from time to time issue press releases, or make public disclosure of the existence or status of this Agreement, including but not necessarily limited to the use of Client’s name in its promotional materials and with actual and prospective customers.

7. WARRANTIES

7.1. Rata Services warrants that all Support Services provided pursuant to the Proposal to be performed in a good workmanlike manner. If Client gives Rata Services notice of non-compliance or force majeure, then within ten (10) days of furnishing the notice, Rata Services will promptly correct or resupply the services.

7.2 Correction or resupply shall be at Rata services’ sole discretion. Rata Services makes no other warranties, express or implied, as to any matter whatsoever, including without limitation, warranties of service or merchantability and fitness for a particular purpose.

7.3 Each Party warrants and represents that when contracting that:

1. a) it has the full power and authority to enter into and perform its obligations, and
2. b) the provisions of these Terms and conditions constitute valid and binding obligations enforceable against it in accordance with the terms of this Agreement.

8. LIMITATION OF LIABILITY

8.1 Rata Services shall not be liable for any incidental, consequential, exemplary, indirect, or special damages of any kind, including, without limitation, loss of profits, unforeseen IT interruptions or cyber, revenue or other commercial loss or the claims of third parties, including end users, whether or not advised of the possibility of such loss, however caused and on any theory of liability, arising out of this Agreement, Rata Services’ provision of Support Services, or the relationship of Rata Services and Client.

8.2 In no event shall the total liability of Rata Services, or its employees, affiliates, agents, representatives or third-party information providers, for all damages, losses and causes of action incurred by the Client under this Agreement, whether in contract, tort, including negligence, or otherwise, either jointly or severally exceed CHF Fifty Thousand (CHF 50,000.00). Rata Services SA Terms and Conditons September 2024.

9. INDEMNIFICATION

9.1 Rata Services and Client shall each indemnify, defend and hold harmless the other from and against any claim by any employee of either Rata Services or Client for loss, damage, expense (including reasonable attorneys’ fees) or liability arising out of the actions or omissions of the other Party or the other Party’s employees, agents, subcontractors or business invitees, during the term of this Agreement, including without limitation claims arising out of alleged breach of employment contract, employment discrimination, sexual (or any other form of) harassment, defamation, intentional infliction of emotional distress, interference with contractual or business relations or violation of statutes or any other federal, state or local employment statute or ordinance.

9.2 Each Party shall promptly, and in writing, notify the other Party of any claim made against it by any third party as to which it intends to seek indemnification, and shall act as may be necessary to avoid default or other adverse consequences until such time as the other Party has a reasonable opportunity to assume the defence of the claim. In any claim wherein either Party shall have an obligation to defend under this Section, the indemnifying party shall have the right to select counsel and to control such defence. The indemnified party shall provide cooperation and participation of its personnel as required for such defence at the cost and expense of the indemnifying party.

10. TERM AND TERMINATION

10.1 Initial Term: The term of this Agreement shall start on the Commencement Date and shall remain in effect according to the Proposal shared with the Client, or as according to an Agreement.

10.2 Unless there is a Fixed Term with renewals defined, this Agreement shall automatically renew for successive twelve (12) month terms after the initial period unless either Party notifies the other in writing ninety (90) days prior to the end of the current term.

10.3 Termination: This Agreement shall terminate immediately either after the Fixed Term, or upon the occurrence of an adjudged bankruptcy, or one party becomes the subject of an insolvency, receivership, dissolution, liquidation, seeks reorganization under bankruptcy or insolvency laws, or a proceeding relating to bankruptcy or insolvency laws is commenced against the other Party.

10.4 Effect of Termination: Upon termination of this Agreement or the expiration of this Agreement, without renewal of the Agreement, it shall not affect any compensation due to Rata Services up to the date of the end of the current term.

11. NON-INTERFERENCE WITH EMPLOYEES

During the term of this Agreement and any renewals or extensions and for a period of one (1) year after the termination or nonrenewal of this Agreement, the Parties agree that each Party shall not, directly or indirectly, on their own behalf or on behalf of any other person or business solicit or employ any employee of the other, or induce any employee of the other to leave his or her employment. Should a Party breach this Section, the Breaching Party shall pay the other Party a sum equal to the employee’s average monthly compensation for the past six (6) months. Rata Services SA Terms and Conditons September 2024 Generalized solicitations by other parties not associated with the Client, such as job postings and newspaper advertisements, shall not be considered to be covered by this Section.

12. FORCE MAJEURE

The obligations of the Parties hereunder, other than the obligations to make payments of money, shall be suspended during the period and to the extent that a Party is prevented or hindered from complying herewith by “Force Majeure”. In such event, a Party shall give notice of suspension as soon as reasonably possible to the other Party stating the date and extent of such suspension and the cause thereof. The Party claiming Force Majeure shall use its reasonable efforts to remove or mitigate the effect of the Force Majeure event. A Party whose obligations have been suspended as aforesaid shall resume the performance of such obligations as soon as reasonably possible after the removal of the cause and shall so notify the other Party.

13. GOVERNING LAW & DISPUTE RESOLUTION

The governing law is the law of Switzerland. The Parties must attempt in good faith to resolve any dispute arising out of their agreement for services. Should a dispute arise, the Parties shall attempt to resolve the dispute. If the Parties are unable to resolve the dispute at this level, the dispute shall be escalated to give the other Party written notice of the dispute, setting forth the dispute with the Disputing Party’s position and all relevant facts and support.

14. INTELLECTUAL PROPERTY

Ownership by Rata Services: All work product is provided to Client on a nonexclusive, non[1]assignable basis and Rata Services retains all Ownership Rights therein.

15. AUDIT RIGHTS

Rata Services grants auditors and agents of Client, as Client may designate in writing, reasonable access to audit and inspect Client’s data and any software operated by Rata Services on behalf of Client. Client will provide Rata Services a minimum of fifteen (15) business day’s written notice of an audit. Any access granted shall not unreasonably interfere with Rata Services’ operation or security needs. Rata Services shall have the right to review any audit reports or work papers generated by the audit.

Rata Services SA, Terms and Conditons September 2024.