Terms and Conditions

Except if otherwise specified in the above offer, the following General Terms and Conditions are applicable to the contractual relations between PRIMCO SARL (“the Consultant”) and its client (“the Client”).

Purpose of the contract
1. The Consultant shall provide its services at the reasonable request of the Client in accordance with the assignment and objectives as described by the Client.
2. The Consultant shall perform consulting services within its area of expertise and experience, including process engineering, thermal and energy engineering, environmental engineering and sustainable development (“the Services”).
3. Although the Client shall define the general nature of the Services and specify the objectives to be achieved, the details of the performance of the Services and the achievement of such objectives shall be determined by the Consultant, at its sole discretion.
4. The Parties agree that the Services provided and the project developed pursuant to this Contract shall be based on the assignment objectives as initially described by the Client; in case of any change in the terms and conditions or deliverables of the assignment, a new proposal shall be issued by the Consultant. Additional services shall be performed under the same terms and conditions and shall result in a revision of the execution schedule, in agreement with the Client.

Status of the Consultant
1. The Consultant shall provide the Services as an independent agent. In the contractual relationship between the parties or in connection with any other communication in this respect, nothing shall imply in any way that the Consultant shall be considered an employee, agent and/or representative of the Client. The acts of the parties shall in no way constitute a simple partnership within the meaning of Article 530 et seq.
2. The Consultant, their employees and/or assistants shall not be authorised to take decisions for the Client or to incur liability on behalf of the Client.
3. The Consultant shall not have the authority to bind the Client to any third party under any contract or other undertaking. As such, they shall not give the appearance of having received any authority to do or say anything in the name of and on behalf of the Client, nor shall they permit such authority to be conferred upon them.
4. Regarding the provision of its Services, The Consultant shall be free to organise itself as it sees fit ; it may engage third parties to act as auxiliaries who may interact directly with the Client. However, the Consultant shall be solely responsible to the Client for the provision of the Services and for the other obligations arising from this Contract.

Obligation of the Consultant
1. The Consultant shall perform their obligation of means to the best of their ability, in an expert and diligent manner and in accordance with applicable professional standards, and shall respond promptly and faithfully to any reasonable and lawful request made by the Client.
2. Neither party shall be liable to the other for delay or non-performance of its obligations if such delay/non-performance is due to an event of force majeure, caused by circumstances beyond its control. No compensation shall be offered by the Consultant in such a case.

Obligations of the Client
1. It shall be the responsibility of the Client to appoint a qualified reference person to oversee the Services. The Customer will be responsible for all management decisions regarding the Services, the use or implementation of the results of the Services and for determining whether the Services are appropriate for its needs.
2. It shall be the Client’s responsibility to provide the Consultant (or cause to be provided) promptly with such information, resources and assistance (including access to records, systems, facilities and personnel) as the Consultant may reasonably require in order to perform the Services.
3. The Consultant shall rely on the information and/or documents provided to it by the Client and, unless the Consultant expressly agrees, the Consultant shall not assume any responsibility for their evaluation and/or verification.

Schedule of the project

The project schedule will be confirmed once the proposal has been signed by the Client and, if applicable, the required deposit has been paid. The project may not always start after the proposal has been signed; in agreement with the Client a lead time may apply.

Non-exclusivity and conflict of interest management
1. The Consultant may provide services for similar projects simultaneously for different clients, which the Client accepts; therefore, the Consultant does not guarantee exclusivity of its services.
2. The Consultant shall have procedures in place to ensure the independence and segregation of activities performed within its entity, and that persons working for it in connection with the Services performed (including auxiliaries) shall perform their work in strict accordance with these procedures. The Client therefore agrees that the Consultant may perform the Services notwithstanding this potential conflict of interest, it being understood that the Consultant shall use its best efforts to avoid that the persons working within its company in connection with the Services find themselves in such a situation of conflict of interests.

Remuneration
1. In consideration of the Services provided by the Consultant, the Client shall pay a fee based on the estimated cost, as contained in the proposal submitted to the Client.
2. The Services shall be invoiced at the end of each current month; payment shall be made within 10 days from the date of issue of the electronic invoice; payment shall be made by bank transfer; cheques or cash are excluded.
3. In the event of late payment, a flat-rate administrative charge of CHF 20.00 shall be charged on the first notice of default and interest on arrears at the rate of 5% per annum shall be payable on the outstanding balance. The Consultant reserves the right to discontinue their services if the payment of an invoice is overdue by more than thirty (30) calendar days.
4. Travel expenses shall be charged at actual cost +10%. The standard travel policy is as follows: first class train; economy class flight for destinations of less than 4 hours; business class for longer flights; medium class hotel. Meals are charged at actual cost. Communications (telephone, mail) are not billed separately, but are included in the billing for the Services.

Prohibition of poaching

The Client agrees not to (and shall cause any entity or person controlled, controlling or under the same control as the Client not to) hire, engage or attempt to hire or engage or negotiate the hiring of, directly or through any third party, any personnel assigned by the Consultant to the performance of the Services during the term of the assignment and for a period of up to one [1] year from the completion of the last assignment performed for the Client.

Confidentiality
1. The Consultant shall not disclose or use, either during or after the termination of this contract, any secret information of the Client or any other information which is not public, and which relates to the commercial, financial, technical or other affairs of the Client, unless the Client so requests in connection with the Consultant’s performance of this contract, or unless required by law. In particular, the Consultant shall consider as confidential any intellectual property or know-how disclosed by the Client, which comes to their knowledge during the term of the contract or which the Consultant develops or helps to develop in the performance of the Services for the Client. Consequently, the Consultant shall not disclose such information to any third party and shall not use it for any purpose other than the performance of the Services.
2. The Consultant shall be entitled to display the Client’s logo on its website and/or promotional material and to mention the existing business relationship between the parties by way of reference.

Ownership of results
1. At all times, even after termination of the Contract, the Consultant shall, upon request, promptly surrender to the Client all tangible items in its possession or control relating to the Client, its business or that of its clients, and/or the Services, and shall not make or retain any copies thereof.
2. Subject to full payment of invoices issued, all intellectual property rights in the deliverables delivered to the Client by the Consultant in the performance of the Services shall belong to the Client, and to this end the Consultant hereby assigns and agrees to assign to the Client or to a person appointed by the Client, with full control, all intellectual property rights arising from the performance of the Services for the full term of such rights and without geographical limitation.
3. In the performance of the Services, the Consultant may use data, software, designs, utilities, tools, calculation formulae, models, systems and other methodologies and know-how (“Materials”) owned by the Consultant, the intellectual property rights of which shall not be assigned to the Client. Notwithstanding the delivery of the deliverables to the Client, the Consultant reserves all intellectual property rights in the Materials (including any improvements or developments in knowledge during the implementation of the Services), and in any working papers compiled in connection with the Services (but not the Client information reflected therein).

Data protection
1. The Consultant shall manage personal data in accordance with the data protection requirements under applicable laws and professional rules.
2. On its part, the Client warrants that it has the competence to provide the personal data in connection with the performance of the Services and that the personal data that is provided to the Consultant has been handled in accordance with the applicable law.

Liability of the Consultant
1. The Consultant warrants that the advice, data, recommendations, and other information provided to the Client in connection with the Services rendered are, to the best of the Consultant’s knowledge, accurate and reliable, in accordance with the state of the art at the time of the assignment and on the basis of information provided by the Client.
2. No warranty, express or implied, is given by the Consultant as to the performance and outcome of the assignment. In this respect, the Consultant shall not be responsible for the use or implementation of the result of the Services, and the Client alone shall be responsible for any decision taken on the basis of the advice and recommendations of the Consultant.
3. The Client (and any person for whom Services are provided) shall not be entitled to any compensation from the Consultant, irrespective of the legal grounds, in respect of any loss of profit, data or goodwill, or any other punitive, indirect, consequential, incidental or special damages in connection with claims arising out of this Agreement or otherwise in connection with the Services, whether or not the possibility of such loss or damage was contemplated.

Start and end of contract
1. The proposal for Services submitted to the Client is valid for 30 calendar days.
2. Its approval is formalised by the signature of the proposal by both parties. Once approved, both parties consider this offer as a valid mandate.
3. The Services shall be considered as planned when a representative of the Client and the Consultant have agreed on a date for the delivery of part or all of the Services.
4. Postponement of a planned delivery of Services shall be considered as a termination of the contract.
5. The contract shall terminate upon completion of the Services. However, either party may terminate the contract at any time by written notice.

Effects after the end of the contract
1. Notwithstanding the termination of the contract, 50% of the planned Services will be charged when the termination occurs between two weeks and one week before the planned delivery date; 75% when the termination occurs between one week and three days before the planned delivery date; 100% when the termination occurs less than three days before the planned date.
2. In all cases, if firm commitments have been made for third party products or services, such as for example travel expenses, these expenses (including their cancellation costs) will be charged in full, in addition to the above.
3. Upon termination of the contract and at the request of the Client, the Consultant shall immediately return all confidential information and copies of such information.
4. Notwithstanding the termination of the Contract, the provisions of Articles 8, 9, 10 and 12 shall remain in force in accordance with their terms

Applicable law and jurisdiction
1. This contract shall be governed by and construed in accordance with Swiss law, excluding the rules of conflict of laws.
2. The parties undertake to settle any potential dispute in the best possible way in order to find a reasonable solution for both parties.
3. If, however, no amicable agreement can be reached, all disputes, differences or claims arising from or relating to this contract, including the validity, invalidity, possible breaches or termination of the contract, shall be settled by the ordinary courts of the Republic and Canton of Geneva, which shall have sole jurisdiction, subject to appeal to the Federal Court.

Geneva, May 2022