General Conditions

1. Definitions

Agreement: Means these terms and conditions and, depending on the type of Services,  the Statement of Work.
Statement of Work:  Means the Order Form,  Client and Linalis acceptance of the Order Form and these terms and conditions issued to the Client by Linalis,.
Linalis. Means Linalis Sàrl, Swiss based company, provider of Training Services, located at :27 chemin du Pré-Bouvier, 1217 Meyrin, Switzerland.
Client. Means the client identified in the Statement of Work.
Contract parties. Means Client and Linalis.
Billing. Means the charges/ Fees  and all billings for the Services set out in Statement of Work.
Dates for the Services. Means the dates upon which the Services are to take place as set out in the Statement of Work or the Proposal.
Expenses. Means expenses incurred in respect of travel and accommodation wholly and necessarily for the purposes of the Agreement as may be identified in the Statement of Work or a Proposal.
Proposal. Means the proposal for Services and these terms and conditions.
Scope of Work. Means the division of work to be performed under the Agreement in the completion of a project or services, that might be broken out into specific tasks with deadlines, set out in the Statement of Work.
Services and Deliverable. Means report or item that must be completed and delivered under the terms of the Agreement.

2. General Scope of application
Entire Agreement. This Agreement is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations, and warranties, and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. This Agreement may be amended only in a writing signed by both parties.

Invalidity. In case one or more of the provisions of this Agreement will be held invalid, illegal or unenforceable in any respect for any reason, the same will not affect any other provision in this Agreement, which will be construed as if such invalid or illegal or unenforceable provision had not been contained in this Agreement.

3. Representations and Warranties
Client represents and warrants that: (a) it has the right to enter into this Agreement; (b) it has entered into agreements with all contractors and employees to assign all right, title and interest in and to the Deliverables to Client's name; (c) it will not disclose any confidential information of any third party that it does not have the right to disclose; (d) it will not make unauthorized copies of software of other parties, or incorporate into any products or utilize in performing the Services any intellectual property owned by other parties that has not been licensed for such purpose; and (e) it will not violate any applicable laws in relation to the Services.
Client will indemnify and hold Linalis harmless from and against any loss, damage and expense arising from any and all threatened or actual claims, demands or actions based upon any breach of these warranties, any breach of this Agreement, any negligent actions or omissions or any allegation that any portion of the Deliverables infringes any patent, copyright, or trade secret of any third party unless such infringement is a direct result of the written instructions of Linalis or the Client.

4. Obligations and services of the Client
The Client is responsible to provide all services and good will  necessary in order that Linalis can meet its obligations.

5. Location
Parties agree that Services will be performed in lieu and place set forth in the Statement of Work.

6. Obligations and services of Linalis
The obligations and scope of supply of Linalis are definitively and completely specified in the Scope of Work in the Statement of Work entered into by the parties.
Additional Services. Should, at the request of the Client, Linalis increase its scope of Service and Deliverable as set forth on each Scope of Work, the costs of such additional services will be negotiated separately in the form of an addendum to the present contract.

7. Billing

Prices: The prices are determined by the Statement of Work.

Period: Linalis will issue the Billing for Services and Deliverables preapproved by Client in writing in accordance with the Linalis Expense Policy as provided on each Scope of Work.

Expenditures and expenses: All expenditures and expenses that have been preapproved by Client in writing and incurred by Linalis in executing its Services and Deliverables  will be billed to the Client; the relevant evidence will be provided.

Pricing adjustment.  (for example annual increases linked to suitable index)

Taxes: Taxes and similar duties, e.g. value added tax will be shown as separate items in the billing.

Payment conditions: Unless set out otherwise in Statement of Work, payment is due within 30 days of the billing date without deduction of any kind such as discounts, expenses, taxes or duties.

Failure to pay:
Failure by the Client to pay the Billing on due date shall constitute a breach of this Agreement and such Billing shall attract interest at the prime lending rate charged by Linalis'bankers on commercial overdraft facilities. 

Prohibition of deductions: The Client may not make any deduction for its own claims from Linalis billings.

8. Duties of the Client

8.1 Client shall ensure that its employee(s)  shall have adequate competence, knowledge and skill to participate in performing the Services provided with Linalis, should the participation of such employee of the Client be necessary to the realization of the Services.

8.2 Linalis reserves the right to exclude or ask for the remplacement of such employee to ensure the delivery of good quality Services. 

8.3 In relation to Services to be delivered by Linalis on the Client's premises, the Client is responsible for ensuring that all reasonable and necessary facilities (including but not limited to the adequate provision of suitable accommodation, hardware, software and other reasonable requirements pre-notified by the Client) are fulfilled and maintained throughout the duration of each Services.

8.4  The Client is responsible for advance notification to Linalis of any special requirements relating to the Services. Linalis will endeavour to accommodate such notified needs if it is considered both reasonable and practical to do so.

9. Guarantees of Linalis

Care
Linalis guarantees that it will deliver its contractually agreed Services and Deliverables  with the care and attention generally applicable in this type of business and in compliance with any written instructions from the Client.

10. Liability of Linalis

General liability of Linalis
Linalis is liable solely for ensuring the necessary care and attention in the performance of its work and solely for damages caused wilfully or with gross negligence.

Liability limitation
Linalis’ liability shall – as far as permitted by law – be restricted to direct damages and to the amount agreed in the contract.
Any further claim such as indirect or consequential damages is expressly excluded, e.g. loss of profit, failure to realise savings, additional work by the customer, loss of service, production stoppages, loss of data or costs for re-establishing lost data, costs associated with interruption of operations or claims by third parties.

11.  Impossibility of performance due to Force Majeure

Nor Linalis, nor the Client shall be responsible for any failure, delays or limitations of this Agreement which by reasonable interpretation are not under its control. Examples of which may include, but it is not exclusive, Act of God, serious work interruptions, accidents, labour conflicts, government act, electromagnetic interference, radio interference, embargo, terrorism, intervention or default of authorities, natural catastrophes or delays in supplies or services by third parties due to the same causes, etc.

12. Exclusivity

The Client may only engage third parties which operate in the scope of the contract with the prior agreement of Linalis.

13. Advertising

13.1 Unless specified otherwise in the Agreement, Linalis may make reference to a Client's contract within any proposal to furter Clients, provided only fundamental facts are divulged and not proprietary and confidential information.

13.2 Linalis may store the names of the Client's representatives for the only purpose of advising them of the availability of further services in the future.

14. Confidentiality
Confidential Information means all information of a trade secret nature disclosed to Client by Linalis pursuant to this Agreement and in connection with the Services or Deliverables or developed by Linalis pursuant to this Agreement including, without limitation, all ideas, techniques and concepts related to the Services and Deliverables. All Confidential Information is and will remain the sole and exclusive property of Linalis.
Client agrees that disclosure of Confidential Information may be made only to its employees and contractors who are directly involved in performing the Services or providing the Deliverables, have a specific need to know such information and who have entered into agreements which will protect the Confidential Information on terms no less restrictive than the terms of this Agreement. Linalis will be a third party beneficiary of all such agreements.
Linalis and the Client undertake to treat as confidential all information of the other party made available to them and their employees during the performance of the work with the exception of information already available to the general public, not to allow third parties access either in whole or in part to such information and themselves not to publish or to use in any way such information. Employees of Linalis and the Client are permitted to use such information solely in the performance of contractual obligations between Linalis and the Client.

15. Non-solicitation and non competition clause
Non-Solicitation clause: The contract parties undertake not to attempt to recruit either for themselves or for third parties, directly or indirectly,  personnel of the other contract party. In case a contract party wishes to utilise the services of an employee of the other contract party during the period of the contract but outside the scope of the contract or if it wishes to employ such a person during the contract or during a period of one (1) year after conclusion of the contract it must consult with the other contract party sufficiently in advance to discuss the indemnities regarding the transaction. The contract parties undertake to respect their respective interests.
Non-Competition clause. During the term of this Agreement and any renewals thereof, and for one (1) year after the expiration of the initial and renewal periods, Client agrees that it will not, without the prior written approval of Linalis, (a) provide or attempt to provide (or advise others of opportunity to provide), directly or indirectly, any services to any of Linalis’s customers to which Client has been introduced under this Agreement; and/or (b) retain or attempt to retain, directly or indirectly, for itself or for another party, the services to which Client has been introduced under this Agreement.

16. Miscellanous
Any notice required or permitted to be given by either party to the other under these general Terms and Conditions shall be in writing and signed by both parties.  All notices required under this Agreement must be in writing and are effective on the date received. Notices to Linalis will be sent to Linalis Sàrl, 27 rue du Pré-Bouvier, 1217 Meyrin, Switzerland. Notices to Client  will be sent to Client’s address.

17. Term of Agreement
The term of this Agreement will be from the effective date of this Agreement for a period of one (1) year and will automatically renew for additional one (1) year period unless terminated earlier as provided in this Agreement.
This Agreement may be terminated by Linalis at any time upon ten (10) days written notice and by Client  upon thirty (30) days written notice; provided however that Client  may not terminate a Scope of Work in progress until all work contemplated by such Scope of Work has been completed. Linalis may terminate a Scope of Work upon written notice to Client  in the event that the customer terminates the applicable services with Linalis. Upon breach of this Agreement, the non-breaching party may terminate this Agreement upon thirty (30) days prior written notice and an opportunity to cure.
All notices required under this Agreement must be in writing and are effective on the date received. Notices to Linalis will be sent to the Managing Director , Linalis Sàrl, 27 rue du Pré-Bouvier, 1217 Meyrin, Switzerland. Notices to Client  will be sent to Client’s address listed at the beginning of this Agreement.

Sections  9, 14, 15  will survive termination.

18. Applicable law and jurisdiction
The contract shall be governed by Swiss law.
The parties undertake to use good faith and good will to resolve by all means their dispute amicably.
However, if the dispute shall not amicably be resolved, then the parties may initiate legal action.
Thus, the contract parties agree on Geneva, Switzerland as the place of jurisdiction. Linalis, however, is entitled to institute legal proceedings at the court of competent justice at the domicile of the Client.