§ 1 Jurisdictional Scope
1. These GTC apply to the conclusion of contracts between CA Crypto Advisory AG and the client, unless expressly agreed otherwise in writing or if mandatory legal regulations have been violated.
2. The scope of application further extends to all future legal relationships between the contractor and the client.
3. With conclusion of the contract the client accepts all terms and conditions. Contracts can only be concluded under these conditions of use. The contractor must explicitly agree to any opposing, restrictive or additional contractual terms or regulations of the client for these to become part of the contract in each individual case. In particular, acts of contract fulfilment by the contactor shall not be deemed to be consent to any terms and conditions deviant from these GTC.
§ 2 Scale and Execution of Mandate
1. The scope of the services to be provided by the contractor shall be governed by the order placed, which shall also be issued separately by means of contractual conditions. The present GTC constitute an integral part of the contractual conditions.
2. The assignment shall be carried out in accordance with the principles of proper professional practice. The subject of the contract is the agreed service only, not a specified economic success.
3. The verification of the accuracy, integrity and compliance of the documents, information and figures provided by the client shall only be part of the mandate if this has been agreed in writing.
4. The contractor shall be entitled to assume that the facts stated by the client, in particular figures, are correct and is not obliged to verify them.
5. The client is obligated to notify the contractor of all changed circumstances without delay and without any action on the part of the contractor.
6. The contractor shall be entitled to record personal data of the client and data of parties related to the client. This information is to be gathered by means of a mechanical device and processed in an automated data file within the scope of the mandate.
§ 3 Communication
1. The address and communication data provided by the client at the beginning of the contract shall be deemed to apply until the client indicates a change. The contractor shall be informed immediately of any changes concerning the delivery and contact address, as well as of any absence during which the client cannot be reached.
2. If the client provides e-mail addresses and/or fax numbers as address data at the beginning of the contract, the contractor may also send information via these means of communication to the specified address data of the client until explicitly revoked, unless the client specifically objects to this method of transmission.
3. If the client provides an e-mail address, they expressly agree that messages may also be sent to them in unencrypted form. If an encrypted transmission of e-mails shall take place, a written agreement is correspondingly necessary.
4. The client is hereby made explicitly aware that the use of fax and other electronic media (e-mail, short message service, WhatsApp, etc.) involves risks despite all security precautions and that confidentiality cannot always be guaranteed.
§ 4 Liability and Limitation of Liability
1. The contractor shall only be liable for damages in connection with the contractual relationship (including its termination) in the event of intent and gross negligence.
2. Unless there is a separately written agreement, the client’s claim against the contractor for damages caused by negligence shall be limited to CHF 50,000 (in words: fifty thousand Swiss francs).
3. The contractor shall not be held legally responsible for any damage which can be attributed to the client (incomplete documents, missing or incorrect information, etc.).
4. All liability of the contractor towards third parties are herewith excluded.
5. The contractor is in no way liable for the services of third parties.
6. The limitations of liability extend across all individuals attributable to the contractor.
7. The client is hereby expressly informed of the possibility of taking out separate insurance at their own expense for the contractually typical risk exceeding the amount stated in § 4 No.2. Alternatively, the client may request the contractor to increase the liability sum by taking out corresponding insurance policy at the clients expense at any time.
8. The limitation of liability according to § 4 refers to the single incident of damage. The individual case of loss includes all consequences of a breach of duty without regard to whether damage has occurred in one or in several consecutive years. In this context, multiple acts or omissions based on the same or similar source of error shall be deemed to be a single breach of duty if the matters concerned are legally and economically related to each other.
9. A consistent damage remains a single case of damage, even if it is based on several breaches of duty. Furthermore, except in the case of intentional damage, liability of the contractor for loss of profit as well as collateral, consequential, incidental or similar damages shall be precluded.
§ 5 Limitation of Time
1. Any claim for damages may only be asserted in court within six months after the claimant or claimants have become aware of the damage, but at the latest within two years from the occurrence of the (primary) damage being asserted in court, unless other limitation periods are stipulated by mandatory statutory regulations.
§ 6 Third Party Involvement
1. The contractor shall be entitled to consult employees, expert third parties and data processing companies for the purpose of executing the mandate and to designate a data protection representative in accordance with the Liechtenstein Data Protection Act.
2. The contractor is entitled to inspect the files in the context of audits (company audits, etc.) in accordance with the relevant legal regulations.
§ 7 Obligations of the Client
1. The client shall be obliged to cooperate to the extent necessary for the proper completion of the order. In particular, he shall hand over to the contractor, without being requested to do so, all documents necessary for the execution of the order in full and in due time so that the contractor has a reasonable processing time. The same shall apply to the disclosure of all processes and circumstances which may be of importance for the execution of the order. The client is obliged to take note of all written and verbal communications of the contractor and to consult with the contractor in case of doubt.
2. The client shall refrain from any action that could impair the independence of the contractor or their subcontractors.
3. The client hereby agrees to pass on the contractor’s work results only with the contractor’s written consent, insofar as the consent to pass them on to a specific third party does not already result from the content of the mandate.
4. If the contractor uses data processing software on the client’s premises, the client shall be obliged to comply with the contractor’s instructions on the installation and use of the software. Furthermore, the client is obliged and entitled to reproduce the programmes only to the extent prescribed by the contractor. The client may not distribute the software. The contractor remains the owner of the rights of use. The client shall refrain from doing anything that conflicts with the exercise of the rights of use to the programmes by the contractor.
§ 8 Right of Termination in case of Failure to Cooperate or Delay in Acceptance by the Client
1. If the client fails to cooperate or is in delay with the acceptance of the service offered by the contractor, the contractor may terminate the contract without notice, insofar as the contractor has first unsuccessfully set the client a reasonable deadline for the performance of the act of cooperation or acceptance of the service and has pointed out the possibility of termination without notice after unsuccessful expiry of the deadline.
2. The contractor’s claim to compensation for the additional expenses and damage caused by the client’s failure to cooperate or delay remains intact, even if the contractor does not make use of the right of termination.
§ 9 Compensation; Advance Payment; Offset
1. The contractor’s compensation for agreed services shall be set out in the terms of the contract unless a separate compensation agreement is made.
2. The contractor shall be entitled to the compensation set out in the terms of the contract, which shall be on an hourly basis.
3. Statutory value added tax, further fees and expenses (travel costs, telephone, fax, copies) and all cash expenses shall be added to the compensation.
4. The contractor is entitled to demand an appropriate advance payment as security on their compensation and at their discretion. If the advance payment demanded is not paid, the contractor may, after due prior notice, cease further work for the client until the advance payment is received.
5. Annual royalties are to be paid by the client in advance.
6. By signing the terms of contract, the client undertakes to settle the contractor’s invoice within 14 days of receiving the invoice, excluding offsetting against any counterclaims.
7. The contractor is entitled to charge interest on delayed payment at the statutory rate (5%) if the client is in delay with the payment of the invoice.
8. If a performance record is attached to the time statement, the individual activities listed therein and the time spent on them shall be approved by the client, unless the client objects to the integrity or correctness of the performance record within two weeks of receipt of the invoice.
9. The contractor reserves the right to invoice at any time. If they do the invoice will be either placed at the end of each month or quarterly.
10. Due to the uncertain scope of the service to be provided by the contractor, estimates regarding the duration of the service and the estimated amount of compensation shall be considered non-binding.
11. In the case of standing orders, the provision of further services may be refused until the payment of earlier services (as well as any advance payments). This shall apply correspondingly to the provision of partial services and outstanding partial fees.
12. Several clients shall be mutually liable to the contractor for the payment of the fee resulting from the contractual relationship.
13. Offsetting a claim for compensation of the contractor is only permissible with undisputed or legally established claims.
14. If an already agreed fee proves to be insufficient due to special circumstances that have subsequently arisen or due to special demands by the client, the contractor shall inform the client of this and renegotiations shall be conducted to agree on an appropriate fee (also in the case of insufficient flat-rate fees).
If the order is not executed (e.g., due to withdrawal or termination), the contractor shall nevertheless be entitled to the agreed compensation if he was prepared to perform and was prevented from doing so due to circumstances caused by the client. Mere contributory negligence on the part of the contractor shall not be taken into account in this respect.
§ 10 Storage, Surrender and Retaining of Documents, Work Results
1. The contractor shall keep the documents for the period stipulated by law.
2. The contractor is entitled to make and retain copies or photocopies of documents which he returns to the client.
3. The documents within the meaning of this provision include all documents which the contractor has received from or on behalf of the client on the occasion of their professional activity. However, this shall not apply to correspondence between the contractor and the client and to documents which the client has already received in original or copy, as well as to the contractor’s working papers prepared for internal purposes.
4. If the client requests documents (copies) from the contractor, the client shall bear the costs for processing and expenses.
5. The contractor is entitled to refuse to surrender the documents and the results of their work until they have been satisfied with regard to their claims for compensation and expenses from all work for the client.
§ 11 Data Protection
1. The contractor shall process all personal data relating to this order within the meaning of the European Data Protection Regulation and national legal standards. The contractor is therefore authorised to process personal data entrusted to them within the limits of the mandate.
2. Materials (paper and data carriers) handed over to the contractor shall be passed on to the client or to third parties named by the client or, if this has been agreed separately, shall be stored or destroyed by the contractor after the relevant services have been provided. The contractor shall be entitled to retain copies thereof insofar as it requires them for the proper documentation of the services provided or insofar as it is legally required or professionally customary to do so.
§ 12 Multiple Clients
1. Multiple clients shall be liable to the contractor as joint and several debtholders for all claims of the contractor within the authorisation, these terms and conditions of engagement as well as any compensation agreement in the underlying legal relationship.
2. Therefore multiple clients act as joint creditors with respect to the contractor.
3. The contractor may rely on the information and instructions of any one of several clients. If the instructions of multiple clients contradict each other, the contractor may terminate the contract without notice in compliance with § 12 No. 2 and No. 3 (good cause).
§ 13 Termination of the Contract
1. The present contractual relationship shall be established for an indefinite period of time. The contract shall end by fulfilment of the agreed services, by expiry of the agreed term or by termination.
2. Each party is entitled to terminate the contractual relationship without stating a reason by giving a 14 days’ notice to the end of each month. The termination must be made in writing. The contract may be terminated extraordinarily by either contracting party for good cause within the legal provisions. Notice of termination must be given in writing. If this is to be deviated from in individual cases, a separate written agreement is required.
3. The contractor shall no longer be obliged to provide services and shall no longer be obliged to perform any actions upon termination by the client and upon termination of the contractual relationship. The contractor shall not be obliged to inform the client of any specific deadlines or of any specific further actions or omissions.
4. Should the client suffer any damage as a result of the termination, this shall be within the sphere of the client.
5. The client’s obligation to pay for the services provided remains unaffected by termination. The client shall owe the contractor the agreed compensation for all services.
§ 14 Applicable Law; Place of Performance Jurisdiction
1. The contract, its performance and all claims arising therefrom shall be governed exclusively by Liechtenstein law, to the exclusion of the provisions of private international law.
2. The place of performance shall be the registered office of the contractor.
3. In the absence of a written agreement to the contrary, the place of jurisdiction for legal disputes arising from or in connection with the present GTC and the contractual relationship regulated thereby, including disputes regarding its validity, shall be exclusively the Princely District Court, Vaduz, as the court with subject-matter jurisdiction.
4. The client may also be sued by the contractor in any other court having jurisdiction over them.
§ 15 Effectiveness in Case of Partial Invalidity; Amendments and Additions
1. Should individual clauses of these terms and conditions be legally invalid or unenforceable in whole or in part, or should they lose their legal validity or enforceability at a later date, this shall not affect the validity and enforceability of the remaining clauses.
2. The same shall apply if it turns out that the provisions contain a loophole.
3. In place of the invalid or unenforceable clause or to remedy the omission, an appropriate clause shall apply which, as far as legally possible, comes as close as possible to what the parties intended or would have intended according to the purpose of the agreement if they had considered this point when concluding this agreement.
4. Amendments and supplements to these terms and conditions of contract as well as notices of termination and disclosures of information relevant to the contractual relationship must be made in writing. This also applies to the waiver of this written form requirement.
Status: October 2021
