Terms

Terms and Conditions for Consulting Services

Last updated: [DATE]

1. Scope

1.1 These Terms and Conditions (“Terms”) apply to all consulting services provided by [COMPANY LEGAL NAME], [STREET ADDRESS], [CITY ZIP] [SWITZERLAND] (“EVRTNG Consulting”, “we”, or “us”) to its clients (“Client”).

1.2 The Terms apply to all current and future consulting engagements, including services in the areas of Linux and Unix systems, network architecture, artificial intelligence and machine learning integration, DevOps and site reliability engineering, and security consulting.

1.3 The Terms form an integral part of every contract between EVRTNG Consulting and the Client. Any general terms and conditions of the Client are expressly excluded and do not apply, even if EVRTNG Consulting accepts or performs services without reservation in knowledge of such terms.

1.4 Individual agreements in a written engagement letter or statement of work take precedence over these Terms. In the event of conflict, the engagement letter prevails.

2. Formation of contract

2.1 A binding consulting engagement is formed only through a written engagement letter or statement of work signed by both parties, or through an exchange of correspondence (including email) that sets out the scope, fees, and duration of the engagement.

2.2 Proposals, offers, and statements of work submitted by EVRTNG Consulting are non-binding unless explicitly marked as binding. A contract is concluded only when the Client accepts the proposal in writing or by conduct that clearly indicates acceptance, and EVRTNG Consulting confirms the engagement.

2.3 The consulting relationship is governed by the Swiss Code of Obligations as a mandate contract under Articles 394 to 406 of the Code of Obligations, supplemented by these Terms and the engagement letter. The engagement is an obligation of means, not an obligation of result. EVRTNG Consulting undertakes to perform the services with the care of a diligent professional but does not guarantee a specific commercial, technical, or operational outcome.

3. Services

3.1 The specific scope, deliverables, milestones, and timeline of each engagement are set out in the engagement letter or statement of work.

3.2 Unless otherwise agreed, services are performed remotely. On-site work, travel, and related expenses are billed separately where agreed in advance.

3.3 EVRTNG Consulting may engage qualified subcontractors to perform parts of the services. EVRTNG Consulting remains responsible for the diligent selection and supervision of subcontractors and remains the primary contractual partner of the Client.

4. Obligations of the Client

4.1 The Client shall provide EVRTNG Consulting with all information, access, documentation, and resources necessary for the performance of the services, in a timely and complete manner.

4.2 The Client shall ensure that EVRTNG Consulting receives the necessary access to systems, networks, source code, and personnel. Delays or additional effort caused by incomplete, incorrect, or delayed information from the Client may result in adjusted timelines and additional fees.

4.3 The Client is responsible for the operation, configuration, and security of its own systems, unless the engagement letter expressly assigns these responsibilities to EVRTNG Consulting. EVRTNG Consulting does not warrant the uninterrupted or error-free operation of Client systems.

4.4 The Client shall nominate a competent contact person with authority to make decisions on technical and operational matters.

5. Fees and payment

5.1 Fees are set out in the engagement letter. Unless otherwise agreed, fees are charged on a time and materials basis at the agreed hourly or daily rates.

5.2 Invoices are issued monthly in arrears, in Swiss Francs (CHF) or another currency as agreed, and are payable within 30 days of the invoice date, without deduction.

5.3 Expenses, including travel, accommodation, and third-party services approved in advance by the Client, are billed at cost plus a reasonable handling fee where applicable.

5.4 All fees are exclusive of Swiss Value Added Tax (VAT), which is added at the statutory rate where applicable.

5.5 The Client may set off claims only with undisputed or legally established counterclaims. Retention of payments on the basis of disputed claims is excluded.

6. Liability

6.1 EVRTNG Consulting performs all services with the care of a diligent professional in accordance with Article 398 paragraph 2 of the Code of Obligations.

6.2 To the extent permitted by law, EVRTNG Consulting’s liability for damages arising from or in connection with the engagement, regardless of the legal ground, is limited as follows.

(a) EVRTNG Consulting is liable without limitation for damages caused by its unlawful intent or gross negligence, and for personal injury, in accordance with Article 100 of the Code of Obligations.

(b) For slight negligence, EVRTNG Consulting is liable only for breach of essential contractual duties (cardinal duties) and only up to the amount of the fees invoiced for the engagement in the twelve months preceding the event giving rise to the claim, or, for shorter engagements, up to twice the fee agreed for the individual engagement.

(c) Liability for indirect and consequential damages, loss of profit, loss of data, and loss of savings is excluded to the extent permitted by law.

6.3 The Client shall take reasonable measures to mitigate damages, in particular by maintaining adequate, tested data backups and by reviewing deliverables before productive use.

6.4 Liability claims must be asserted in writing without undue delay after the Client becomes aware of the damage and the cause. The statutory limitation period of ten years under Article 127 of the Code of Obligations applies unless a shorter period is agreed in the engagement letter.

7. Confidentiality

7.1 Each party shall keep confidential all non-public information of the other party that it receives in connection with the engagement, including business, technical, financial, and security information.

7.2 The confidentiality obligation survives the end of the engagement for a period of five years.

7.3 EVRTNG Consulting may process Client information on cloud and hosted infrastructure located in Switzerland and the European Economic Area, subject to the engagement letter and the Privacy Policy.

8. Intellectual property

8.1 All intellectual property rights in pre-existing materials, methodologies, tools, and know-how of EVRTNG Consulting remain with EVRTNG Consulting.

8.2 Deliverables created specifically for the Client under the engagement are transferred to the Client to the extent and on the conditions set out in the engagement letter. Where the engagement letter is silent, EVRTNG Consulting grants the Client a non-exclusive, perpetual, non-transferable licence to use the deliverables for its internal business purposes.

8.3 EVRTNG Consulting retains the right to use general know-how, experience, and methodologies gained during the engagement, provided this does not disclose confidential Client information.

9. Term and termination

9.1 The engagement begins on the date set out in the engagement letter and ends when the services have been performed, unless a fixed term is agreed.

9.2 Either party may revoke the engagement at any time, with immediate effect, in accordance with Article 404 paragraph 1 of the Code of Obligations. This right is mandatory and cannot be excluded by contract.

9.3 In the event of termination before completion, the Client shall pay for services rendered up to the date of termination, plus approved expenses. EVRTNG Consulting shall invoice on a time and materials basis for the work performed.

9.4 Termination does not affect provisions that by their nature are intended to survive, including confidentiality, intellectual property, liability, and governing law.

10. Force majeure

10.1 Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, epidemics, armed conflict, civil unrest, governmental action, internet or telecommunications failure, or other force majeure events.

10.2 The party affected by force majeure shall notify the other party without undue delay and take reasonable steps to mitigate the impact. If the force majeure lasts longer than three months, either party may terminate the affected engagement in writing.

11. Data protection

11.1 Each party processes personal data in connection with the engagement in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the General Data Protection Regulation (GDPR) for clients or data subjects in the European Union.

11.2 The parties’ respective rights and obligations regarding personal data are set out in the engagement letter and in the Privacy Policy available at https://consulting.evrtng.cloud/privacy.

12. Governing law and jurisdiction

12.1 All contracts between EVRTNG Consulting and the Client are governed exclusively by Swiss substantive law, to the exclusion of conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the engagement is Zurich, Switzerland.

13. Final provisions

13.1 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force. The parties shall replace the invalid provision with a valid one that comes closest to the economic intent of the parties.

13.2 These Terms may be updated by EVRTNG Consulting. The version in force at the time of conclusion of the engagement applies. The current version is published at https://consulting.evrtng.cloud/terms.

13.3 No waiver or amendment is effective unless in writing and signed by the authorised representative of the party against whom it is enforced.