Engagement Terms

Scope of services

We shall render the services as agreed at the outset of our engagement. We may agree to change or extend the scope of our services in the course of our engagement. The terms set out herein shall apply to such modified services, unless we enter into a further agreement. Our engagement may be terminated with immediate effect by either one of us upon written notice to the other.

In order for us to assist you efficiently, you will need to be actively involved in establishing the strategy of and managing your business processes. Our goal is to encourage candid and frequent communication. We will consult with you as necessary to ensure the timely, effective and efficient completion of our work. We expect that you will provide us with all factual information at your disposal concerning the subject matter of our engagement and that you will make all appropriate business or technical decisions.

We encourage you to share with us at all times and throughout the course of our representation your expectations and any concerns regarding our services.

Financial terms

We typically calculate our fees based on the hours worked by the managing consultants working on your assignment, multiplied by their guideline hourly rates. We reassess these rates from time to time, usually on an annual basis. Any estimate of fees or budget shall not be interpreted as a fixed fee, unless expressly agreed otherwise.

In addition to fees, we charge a lump-sum of 3% of the total fees to cover general office costs, including postage, telephone/fax charges, charges for electronic communications, photocopy expenses and expenses for the preparation of documents, database searches and so on. Travel and accommodation expenses as well as third party costs such as translation, courier services, legal costs, subcontractor fees and filing fees related to the performance of our services shall also be invoiced separately.

Invoices and payments

We generally provide invoices via e-mail only and on a monthly basis. Our invoices are due and payable upon receipt, unless stated otherwise.

In case of any payment being late for more than 30 days after issuance of our invoice, an interest rate of 8% will be applied unless waived in writing further to your request and all further invoices will be due and payable upon receipt. We expressly reserve the right to suspend our services in case of no payment, late payment or partial payment of any of our invoices.

If you ever have any questions or concerns about the form or content of an invoice, please contact us immediately.

Electronic communications and data processing

You acknowledge and agree that we may use electronic means to communicate with you and store and process your data, including e-mails, in the cloud. We will use selected providers which offer appropriate contractual guarantees and are widely used and recognized such as Infomaniak. You also authorize us to communicate with you and process your data on any platform or solution that you use when communicating with us (e.g. e-mail solutions, such as Gmail, or data storage solutions, such as Google Docs or Dropbox).

We store your data in servers that are located in Switzerland or in the EU. Should your personal data be transferred to or become accessible from outside of Switzerland or the EU as a result of the technical or operational infrastructure of a provider of our choosing, then we shall ensure such transfer or access is in accordance with Swiss data protection laws and shall put in place the required appropriate safeguards (for instance by relying on standard clauses adopted by the European Commission). By providing us with information and data, you expressly consent to such transfers or access.

In addition, we may use electronic signature and encryption for our e-mail communications which, if an interoperable solution is used by you, may increase the level of security. You may require additional security measures, such as end-to-end encryption, at your own expense. We do not and cannot guarantee the absolute security, integrity or confidentiality of any electronic communication or other electronic data processing, even if appropriately encrypted or otherwise secured.

You may at any time ask us to provide information on the processing of your personal data within the framework of our engagement as well as on measures undertaken to ensure the protection and security of your data.

Furthermore, we will process personal data entrusted with us in accordance with Swiss data protection laws, as described in our privacy notice (available at: https://www.koosai.co/privacy).

Diligence and liability

We undertake to diligently perform our services in your best interests. We shall assume that all information and data that you provide to us is true, up to date, accurate and complete. Always taking into account your best interests, you agree that we may from time to time decide to involve correspondent or subcontracted experts who are not employed by our firm and/or other third party experts in the performance of any assignment.

Nothing in these terms or in our statements to you shall be construed as a promise or guarantee with respect to the outcome of any matter. We make no such promises or guarantees. Any liability to you shall be limited to cases of gross negligence in respect of the services performed by our employees or subcontractors for your benefit. Our liability does not extend to third parties and/or to services performed by third parties hired by you directly or by us pursuant to your instructions.

Confidentiality

We shall keep confidential all non-public information that you make available to us and/or that have otherwise come to our attention through the performance of the services, except where disclosure is required by applicable law or regulation. You, however, authorize us to communicate the fact that we assisted you, without making available any non-public information regarding the framework, the content nor the scope of our engagement, e.g. to make reference to you as a client in client lists, in discussions with the business press, or in the course of evaluating conflicts of interest with other prospective clients. For the avoidance of doubt, our employees and Swiss auxiliaries are bound by Swiss statutory professional secrecy, which you acknowledge will not apply to service providers abroad (e.g. for the processing of data, as per your consent granted above). In such case, best efforts are made to ensure the confidentiality of your data through contractual confidentiality obligations.

Notwithstanding the above, in the event that we are required to respond to a subpoena of our records relating to services we have performed for you, or testify by deposition or otherwise concerning our services, we will first attempt to determine whether you wish to supply the information demanded or whether you wish to assert the attorney-client privilege to the extent possible. You agree to reimburse us for our time and expenses incurred in responding to any discovery demand from a competent authority, including (without limitation) the time and expenses incurred in searching and photocopying, reviewing documents, attending to privilege issues, appearing at depositions or hearings, and retaining litigation counsel to advise us on issues raised by the demand.

Conflict of interest

We may in the past, present or future have assisted, respectively assist, parties who are in conflict or competition with you, provided that such representation or assistance is not related to the same matter as our engagement for you. In any event, we shall act in all respects in accordance with Swiss applicable laws and regulations in respect of conflicts of interest.

Applicable law and jurisdiction

Subject to mandatory applicable law, our engagement shall be governed by Swiss substantive laws, and any dispute arising in connection with such engagement or our services to you shall be subject to the jurisdiction of the registered seat of Koosai Sàrl.