General Terms and Conditions

These General Terms and Conditions (“GTC”) apply to all business relationships (offers, contract negotiations, contracts) between BCM Suisse – SMS Consulting SA including its subsidiaries (hereinafter jointly referred to as “BCM-SMS Suisse”) and the customer (“Business Partner”) unless otherwise expressly agreed in writing (e.g. in the contract or offer) or required by law. The general business and delivery terms of the Business Partner do not apply.

Validity of Offers

1. Unless otherwise indicated, an offer shall be valid for thirty (30) calendar days from the date specified on the relevant offer.

Responsibilities

1. The Business Partner affirms and ensures that, being an investment fund or duly appointed and authorised and it is entitled to enter into a business relationship with BCM-SMS Suisse with regard to the services and any matters relating thereto.
2. The Business Partner affirms that the people who sign an offer or a contract in their own name are expressly authorised to do so and that the relevant provisions and terms and conditions are thereby binding for the Business Partner.
3. Drafts or verbal information from BCM-SMS Suisse are not binding. BCM-SMS Suisse declines all responsibility for any loss or damage suffered by the Business Partner or third parties as a result of reliance thereon.
4. The Business Partner undertakes to provide BCM-SMS Suisse, as part of their preliminary and ongoing due diligence and for the proper performance of the services with the documents, data, internal guidelines and procedures as well as any information that BCM-SMS Suisse requires to fulfil their contractually agreed services as well as their legal and regulatory duties of care in full. BCM-SMS Suisse assumes that the information provided by the Business Partner are complete and correct.
5. If the Business Partner fails to comply with his obligations to cooperate, BCM-SMS Suisse may be unable to render its contractual services or only at increased expense or with other negative consequences. The Business Partner shall bear the consequences of the breach of the obligations to cooperate.
6. The Business Partner also expressly authorises BCM-SMS Suisse to manage general information, correspondence and all other business documents in a central database and document management system and to store them centrally on IT systems and infrastructures in Switzerland or member countries of the European Economic Area (EEA).

Scope and Performance of services

7. The scope of the services that are provided by BM-SMS Suisse are limited to the specific tasks and duties in accordance with the agreed services of the offer and/or respective contract.
8. BCM-SMS Suisse shall carry out all services with the appropriate expertise, diligence, reliability and in accordance with the applicable professional standards.
9. BCM-SMS Suisse shall provide the services for the Business Partner as an independent contractor and shall not establish any employment relationship or joint venture.
10. BCM-SMS Suisse is entitled to provide services or parts thereof within BCM-SMS Suisse or to delegate them to carefully selected and verified partner companies.

Confidentiality

12. Unless otherwise specified in the offers, contracts or by law/regulations, neither the Business Partner nor BCM-SMS Suisse may disclose to third parties the content of the information provided by the other party or in their name. During as well as after termination of a contractual relationship, all information, including the offers, are deemed to be confidential and are protected by copyright. Legal or regulatory obligations or official orders are always reserved.

Electronic Communication

29. For the duration of the business relationship, the parties shall be entitled to communicate and transfer data by electronic means.
30. Each party is responsible for its own electronic communications and shall take reasonable arrangements to ensure secure and error-free communications. If needed special safety arrangements have to be expressly recorded.

Regulatory Update

31. BCM-SMS Suisse may regularly send out e-mail-updates with useful information.
32. The Business Partner expressively agrees to receive said updates per e-mail from BCM-SMS Suisse regularly and agrees to the usage of his contact data therefore.
33. The Business Partner is aware of the fact that the consent of the reception of this update can be retracted in written form at any time.

Unilateral Right of Amendments

34. BCM-SMS Suisse reserves the right to amend these GTC unilaterally. In the case of unilateral changes to the GTC, BCM-SMS Suisse will inform the Business Partner in a suitable manner about the changes. The changes shall apply without objection at the latest thirty (30) days after notification.

Underlying law and dispute resolution

35. Unless otherwise contractually agreed, all legal relationships, including offers, based on these GTC shall be subject to Swiss law and the exclusive place of jurisdiction in connection with such legal relationships is the Court of the Canton of Geneva (Switzerland).