General Terms and Conditions of Eraneos Switzerland Ltd 1/2

1  Preamble
1.1  Eraneos Switzerland Ltd (hereinafter referred to as the “Authorized Representative”) provides consulting, engineering, and project management services for its clients.
1.2  Due to the nature of this work, a special relationship of trust is required between the Principal and the Authorized Representative. The purpose of these General Terms and Conditions is to create a firm basis for establishing such mutual trust by means of provisions that are open, balanced, and fair.
2  Applicable law
2.1  The legal relationships between the client as the Principal and the Authorized Representative are governed by:
•The concluded contract
•These General Terms and Conditions
•Swiss law
2.2  Subject to the imperative provisions of Swiss law, this order of priority shall prevail in the event of contradictions between individual provisions.
3  Responsibility of the Authorized Representative
3.1  The Authorized Representative provides its services
•to fulfill the intentions of the Principal to the best of its knowledge and ability,
•in line with the contractually agreed scope, and
•in line with the agreed fee.
3.2  The Authorized Representative performs its activities as a representative of the Principal and thus assumes the special responsibility that this entails. The Authorized Representative may not accept any perks or benefits of any kind from third parties such as companies and suppliers, and is only remunerated for its services by the Principal.
3.3  The Authorized Representative acts in a responsible manner vis-à-vis the general public, the legitimate interests of third parties, and the environment. In its role as an intermediary between the Principal on one side and companies and suppliers on the other, its behavior is governed by the basic principles of honesty and fairness.
4  Power of representation of the Authorized Representative
4.1  The Authorized Representative legally represents the Principal vis-à-vis third parties such as authorities, companies, suppliers, and engineers, provided that such representation concerns activities that are in general directly associated with the performance of the contract.
4.2  For legal arrangements or instructions that have a significant impact with respect to deadlines, quality, or costs, the Authorized Representative has to seek instructions from the Principal.
4.3  As a rule, the Principal will not issue any direct instructions to third parties. The Principal has to inform the Authorized Representative if it does so immediately, in which case the Authorized Representative will explain to the Principal the consequences of its instructions and advise it against issuing inexpedient instructions.

5  Rights to the work results
5.1  Upon paying the fee, the Principal is entitled to use the work results of the Authorized Representative for the agreed purpose. Any use that does not fall within the scope of the contract is not permitted so as to protect the preliminary work and expertise of the Authorized Representative.
5.2  The intended use of the work results is defined in the contract between the Principal and the Authorized Representative. In individual cases, in addition to the wording of the contract, the adequacy of the fee with respect to the intended use is a decisive assessment criterion.
5.3  The property rights to the work remain with the Authorized Representative unless another regulation in the contract explicitly states otherwise. The property rights to work results prepared jointly by the Principal and the Authorized Representative are held jointly by both contracting parties. The term “property rights” includes, in particular, copyright as well as the right to the further use and utilization of the work results. The provisions of section 7 (Obligation of confidentiality and duty of loyalty) are reserved.
5.4  The Authorized Representative may only make its work public with the explicit consent of the Principal and while protecting the interests of the Principal. Conversely, the Principal may likewise only make the work public with the consent of the Authorized Representative. In this instance, appropriate mention must be made of the role of the Authorized Representative.
6  Liability of the Authorized Representative
6.1  The Authorized Representative is liable for any damage caused by itself or third parties commissioned by it arising from the contractual relationship, provided that the third party is not an auxiliary person and the Principal can prove that the damage caused by the Authorized Representative or the commissioned third party was the result of gross negligence or intentional misconduct. Exemption from liability pursuant to Art. 399 (2) of the Swiss Code of Obligations is reserved. All liability for slight negligence is excluded. In the event that auxiliary persons are used, all liability is excluded.
6.2  Any and all liability on the part of the Authorized Representative is excluded:
•For instructions from the Principal that it persists with despite advice to the contrary, as well as for instructions that the Principal issues directly to third parties;
•For services and deliveries performed by third parties that are in a direct contractual relationship with the Principal;
•For financial losses that accrue as a result of cost estimates being exceeded or non-compliance with time limits and/or deadlines.
6.3  Furthermore, any and all liability for lost profits or damage as a result of data loss is excluded to the extent permitted by law. The Authorized Representative must be informed in writing immediately of any complaints or objections that could lead to the assertion of liability claims against the Authorized Representative.

General Terms and Conditions of Eraneos Switzerland Ltd 2/2

7      Obligation of confidentiality and duty of loyalty
7.1  All order-related files such as studies, planning documents, minutes, calculations, etc. that the Principal and Authorized Representative exchange with one another may only be used by the recipient in line with the contractually agreed order and must be treated in confidence. If files need to be passed on to third parties in order to perform the contract, this provision must also be imposed on said third parties.
7.2  If during the preparation or performance of a contract, a contracting party becomes aware of facts that it knows or must assume in the circumstances that the other contracting party would want to keep secret from third parties, it must keep said facts confidential beyond the end of the contractual relationship.
8  Remuneration
8.1  The remuneration is governed by the contract between the Principal and the Authorized Representative. The payment deadline is 30 days. No discounts are granted.
8.2  Incidental expenses must be paid in addition to the agreed fee. Unless agreed otherwise, the regulations on incidental expenses in section 9 apply.
8.3  Any offsetting is excluded.
9  Incidental expenses
9.1  A flat rate of 8% of the fee volume is charged for incidental expenses incurred in Switzerland.
9.2  The following services are included in the incidental expenses:
•All travel costs incurred when using public transport (including taxis) within Switzerland;
•All travel costs incurred when traveling by car on journeys of up to 50 km per day;
•Meals per diem;
•Sharing of IT infrastructure (Eraneos collaboration platform) and meeting rooms at Eraneos locations;
•Project/work materials;
•Administrative and documentation costs;
•Eraneos tools and templates.
9.3  The costs incurred when traveling by car on journeys greater than 50 km per day are calculated at a rate of CHF 0.80 per km based on the distance actually traveled.
9.4  Other travel costs (e.g. flight costs) are charged based on the actual expenditure, whereby due consideration must always be given to the principle of reasonableness. The following applies: Overnight stays in mid-range hotels, trips by airplane within Europe in economy class and outside Europe in business class, train travel in first class.
9.5  Travel outside of Switzerland requires the consent of the Principal.
9.6  Agreements have to be made on a case-by-case basis for extraordinary expenditure, whereby as a rule, the original costs incurred by the Authorized Representatives are reimbursed.
10  Cancellation and termination
10.1  If the Principal cancels a contract, it must pay the Authorized Representative the fee for the services rendered prior to the cancellation and reimburse all incidental expenses incurred up to this point in time.
10.2  If the contract is canceled at an inopportune time and the Authorized Representative is not responsible for the cancellation, the Authorized Representative is entitled to compensation for all losses or damage that can be proven, but no less than 10% of the fee for the withdrawn part of the contract.
10.3  If the Authorized Representative terminates the contractual relationship, it is entitled to the fee and proven incidental expenses for the services rendered up to this point in time. Should the contractual relationship be terminated at an inopportune time, the Principal is entitled to compensation for all losses or damage that can be proven.
11  Resolution of disputes
11.1  The sole place of jurisdiction for the resolution of disputes between the contracting parties is Zurich, Switzerland.