Terms and Conditions Ruby Compliance as of January 2020

GENERAL / AREA OF VALIDITY

I. All legal transactions between the client and Ruby Compliance are exclusively subject to these terms and conditions. The version valid at the time the contract is concluded shall prevail.
II. These General Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in additional contracts.
III. conflicting terms and conditions of the client are invalid unless they are accepted in writing by Ruby Compliance.
IV. In the event that individual provisions of these GTC should be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The ineffective provision shall be replaced by an effective provision which comes as close as possible to the meaning and economic purpose of the ineffective provision.
V. In the following, Ruby Compliance and Contractor are used synonymously.
VI. Changes in the general terms and conditions remain reserved.

SCOPE OF THE ORDER

I. The content and scope of a concrete order are contractually specified.
II. If there is a need for additional or supplementary activities, the client will be made aware of this. In this case, an additional written extension of the order will be made. This shall also apply if the client requests additional or supplementary work on his own initiative.
III The client decides in sole responsibility on the time as well as type and extent of the recommended or coordinated measures. This applies even if Ruby Compliance accompanies the implementation of coordinated plans or measures by the client.
IV. Concrete success is neither owed nor guaranteed

EXCLUDED ACTIVITIES

I. The provision of legal or tax advisory services, as well as financial auditing, are generally excluded as part of the contract.
II. Ruby Compliance is generally free to decide whether to exclude further activities permitted by law.

REPRESENTATION

I. The contractor is entitled to have the tasks incumbent upon him performed by third parties in whole or in part.
II. The payment of the third party is made exclusively by Ruby Compliance.
III. there is no direct contractual relationship of any kind between the third party and the client.

CLARIFICATION AND OBLIGATION TO COOPERATE ON THE PART OF THE CLIENT

I. The client must provide Ruby Compliance with comprehensive information about previously performed and/or ongoing activities – including activities in other areas of expertise – if these are related to the order placed.
II. The Client shall ensure that Ruby Compliance is provided in a timely manner with all documents necessary for the fulfilment and execution of the order and that it is informed of all processes and circumstances relevant to the execution of the order, even without the Client’s special request. This shall also apply to all documents, procedures and circumstances which become known only during the activity of the contractor.

COMPLETENESS / DECLARATION OF COMPLETENESS

Upon request, the Client shall issue Ruby Compliance with a declaration of completeness confirming that the information and documents provided by the Client are complete and correct and that no indications exist or are known which could call into question their completeness and correctness.

REPORTING / REPORTING OBLIGATION

I. Ruby Compliance undertakes to report on its work and, where applicable, on the progress of any third parties commissioned.
II. The frequency, form and scope of reporting may be agreed in writing. If this is not the case, Ruby Compliance is free to decide on the points mentioned.

SECRECY / DATA PROTECTION

I. Ruby Compliance undertakes to maintain absolute secrecy regarding all business matters brought to its attention, in particular business and trade secrets, as well as any information it receives about the nature, scope and practical activity of the Client.
II. Furthermore, the Contractor undertakes to maintain secrecy towards third parties regarding the entire content of the work as well as all information and circumstances received in connection with the preparation of the work, in particular also regarding the data of the Client’s clients.
III The Contractor shall draw up a written non-disclosure agreement for each Client. It does not apply to the order, but to the respective company as well as for an unlimited period of time.
IV. In principle, the contractor is released from the duty of confidentiality towards any assistants and deputies he uses. Ruby Compliance and third parties shall conclude a confidentiality agreement to protect the Client’s interests.
V. The duty of confidentiality shall extend indefinitely beyond the end of the contractual relationship. Exceptions exist exclusively in the event 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 states to the contractor will be ignored. They must contact the competent Swiss authorities.
VI Ruby Compliance is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The client warrants that all necessary measures have been taken for this purpose, in particular, those within the meaning of the Data Protection Act.
VII. the passing on or presentation of written elaborations or results of the contractor to third parties requires his prior consent and takes place solely in the interest and on behalf of the client. The third party is not included in the scope of protection of the order between the client and Ruby Compliance. This shall also apply if the third party bears or assumes the remuneration of the contractor’s activities for the client in whole or in part.
VIII Ruby Compliance waives the use of offers for electronic data exchange or their storage, such as clouds, unless these are subject to Swiss law and their data centers are located exclusively on Swiss soil. The Client may demand in writing from the Contractor the use of offers that do not meet the aforementioned requirements.

COPYRIGHT / RIGHT OF USE

I. The provisions relating to copyrights apply insofar as the Federal Act has regulated them and insofar as current case law applies.
II. The copyrights and rights of use for created works such as documentation, procedures, electronic calculations, analyses, training documents and all related works shall only be transferred to the client after full payment of the fee. If the applicable law provides otherwise, its provision shall apply instead of the Ruby Compliance GTC.
III. for any use outside the purpose of the contract, the client must obtain permission from Ruby Compliance and compensate Ruby Compliance accordingly. This is the case, for example, if the Client makes the points mentioned accessible to third parties. This applies regardless of the way in which the disclosure takes place and whether it is made against payment or free of charge.
IV. Ruby Compliance reserves the right to take legal action in the event of violations.

STORAGE OF DOCUMENTS

I. Ruby Compliance is not obliged to keep documents and data that have been used to fulfill the order for the client.
II. Ruby Compliance is only obliged to keep those documents which are required by law.
III. The client receives all necessary documents and data upon completion of the order. The Contractor may keep one copy, but undertakes to maintain secrecy and data protection. The scope is explained in the general terms and conditions.

HONORARIUM

I. The fee shall be fixed in a written agreement. The design, scope and content are the responsibility of Ruby Compliance and the client.
II. Time and remuneration forecasts in relation to the execution of an assignment are non-binding estimates, as the time required may depend on factors that cannot be influenced by the client.
III Ruby Compliance is entitled to provide appropriate advance payments for services expected to be rendered or interim invoices for services already rendered.
IV. If the agreed work is not performed for reasons attributable to the client or due to a justified premature termination of the contractual relationship by Ruby Compliance, the contractor retains the right to payment of the entire agreed fee less saved expenses. In the event that an hourly fee is agreed, the fee for the number of hours expected for the entire agreed work shall be paid less the expenses saved. The saved expenses are agreed at a flat rate of 20 percent of the fee for those services which Ruby Compliance has not yet provided by the date of termination of the contractual relationship.
V. In the event of non-payment of interim invoices, Ruby Compliance shall be released from its obligation to provide further services. However, the assertion of further claims resulting from non-payment shall not be affected thereby.
VI Unless otherwise agreed, the fee shall be invoiced monthly.
VII. one working day corresponds to 8 working hours.

EXPENSES / TRAVEL EXPENSES

a. Outward and return journey shall be regarded as working time.
b. Miles driven shall be charged at CHF 0.80 per kilometre. Journeys within a radius of 20 km around the Zurich municipality of Regensdorf are free of charge.
c. 2nd class is charged for train journeys. From a pure travel time of more than 1.5 hours 1st class will be charged.
d. Economy Class will be charged for air travel. From a pure flight time of 8 hours or more, Business Class will be charged. In both cases, all fees and additional costs incurred for air travel are included.
e. An appropriate hotel will be charged for overnight stays.
f. A flat rate of 2% of the fee may be charged for small expenses.
g. Further expenses will be charged in mutual agreement according to effective expenditure and against receipt.

PROOF FOR THE EMPLOYER

I. Ruby Compliance issues a legally compliant invoice with all required characteristics.
II. The Contractor shall provide separate evidence of its expenses and out-of-pocket expenses. This proof is enclosed with each invoice.

TERMS OF PAYMENT

I. Unless otherwise agreed, invoices shall be issued monthly for recurring activities and for one-off projects immediately after completion of the work.
II. The payment period is 10 days. Deductions of any kind are not permitted.
III. Objections or justified objections must be submitted within a maximum of 10 days of receipt. The invoice shall be deemed to have been approved after expiry of the deadline.

DEFAULT INTEREST / SURCHARGES / REMINDER FEES / DEBT ENFORCEMENT

I. Ruby Compliance is entitled to demand interest on arrears, surcharges and/or reminder fees after a written reminder to the customer if the payment deadline is exceeded.
The default interest amounts to 8 % of the outstanding total amount. This will be charged at the end of each month and offset against the outstanding total sum.
III. Ruby Compliance is free to waive the set-off of interest on arrears, surcharges and reminder fees.
IV. In the case of a debt collection to the client, all costs incurred as a result shall be borne by the client. This includes, among other things, the collection fee and the compensation for loss of work including default interest. The costs incurred will be charged separately.

ELECTRONIC INVOICES

Ruby Compliance is entitled to send invoices to the client in electronic form as well. The client expressly agrees to the sending of invoices in electronic form, unless otherwise agreed.

DURATION OF THE CONTRACT

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

PREMATURE TERMINATION OF THE CONTRACT

I. The contract may be terminated by either party at any time without notice for important reasons. Important reasons shall, in particular, be regarded as such,
a. if a contractual partner violates essential contractual obligations.
b. if a contractual partner is in default of payment after the opening of insolvency proceedings.
c. if there are justified concerns regarding the creditworthiness of a contractual partner who is not subject to insolvency proceedings and Ruby Compliance requests that the contractual partner neither makes advance payments nor provides suitable security prior to the performance and the poor financial circumstances were not known to the other contractual partner when the contract was concluded.
II. If requested advance payments, partial payments or other invoices are not or not completely settled by the customer, the contractor is entitled to stop further activities until the outstanding claim has been completely settled. In addition, he may terminate the concluded contract without notice after the prior written reminders with the threat of termination. In this case, the Contractor may invoice the Customer either for the services actually rendered up to the time of termination or instead for the agreed or forecast total remuneration fewer expenses saved by the premature termination of the contract.

LIABILITY

I. Oral or telephone information, explanations, advice or recommendations are given to the best of our knowledge and belief. They shall only be binding if confirmed in writing.
II Liability or warranty for the success of measures recommended by the client is excluded. This applies even if Ruby Compliance accompanies the implementation of coordinated plans or measures by the client.
III Ruby Compliance is liable only in the case of intent or gross negligence. The amount of liability is limited to the typically foreseeable damage.
IV. The liability of the contractor is void if the damage is due to incorrect or incomplete information or documents of the client.
V. The customer shall ensure that the services for which he has concluded a contract with Ruby Compliance 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 available on his systems and storage media. The contractor rejects any liability in this respect.
VI. Ruby Compliance shall not be liable for any damages and impairments resulting from the transfer of created works, information, electronic data or the like by the Principal to third parties or to companies affiliated with the Principal which occur at the aforementioned companies as a result.

FINAL PROVISIONS

I. The contracting parties confirm that they have given all information in the contract conscientiously and truthfully and undertake to inform each other immediately of any changes.
II. Amendments to the contract and these GTC must be made in writing, as must a departure from this formal requirement. Verbal collateral agreements do not exist.
III Swiss law applies exclusively. In the event of legal uncertainties, the District Court of Lucerne shall be competent.


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