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Contract
1.1 These General Terms and Conditions of Business (the „General Terms and Conditions“) form an integral part of the agreement for the provision of services („the Agreement“) concluded between the Client and FS+P AG(„FS+P“).
1.2. No alteration or variation to the Agreement shall be effective unless the parties hereto have duly given their legally valid, written consent.
1.3. The provisions of these General Terms and Conditions shall apply unless expressly agreed otherwise in writing.
1.4. No claim arising out of or in connection with the Agreement may be assigned, nor shall any change of party be effective, without the prior written consent of the other party.
2. Services provided by FS+P
2.1. The Agreement applies to the services stipulated in writing between the parties.
2.2 Any time schedule agreed upon is provided for planning purposes only and shall not be deemed to be a legally binding deadline.
3. Client cooperation
3.1. The Client shall make available to FS+P, in due time, all such working materials, information, infrastructure and personal resources as it may require in order to perform its services. FS+P shall assume that the working materials and information made available in accordance with the law are complete and accurate.
3.2. Any failure in the part of the Client to discharge its obligation to cooperate with FS+P may preclude FS+P from performing its services hereunder, cause additional work to FS+P in the performance of its services, or entail other adverse consequences. The Client shall bear the consequences of any failure on its part to discharge its obligation to cooperative with FS+P (e.g. additional work performed by FS+P).
4. Deliverables
4.1. The scope of the deliverables shall be subject to the terms of the Agreement.
4.2. Drafts or verbal information provided by FS+P shall not be binding, as they can differ substantially from the final deliverable. FS+P disclaims all liability for any loss or damage that may be suffered by the Client or any third party in reliance thereon.
4.3. All written deliverables produced tor the Client, issued to and paid for by the Client, are the property of the Client for the purpose of the agreed use. FS+P shall retain the associated intellectual property rights (including know-how).
4.4 Any reports, products and other deliverables produced by FS+P are provided solely for the Client and for the purpose set out in the Agreement. Such deliverables shall not be used for any purpose other than the stipulated purpose, be passed on or made accessible to third parties, be published, altered or modified, without the prior written consent of FS+P. Notwithstanding any consent that may be granted by FS+P, FS+P shall not be liable for any loss or damage suffered that to be se of deliverables for any other purpose or by any third party, or due to the publication, alteration or modification thereof.
4.5. The Client shall indemnify FS+P for any loss or damage suffered as a result of any third party claim arising out of or in connection with the Agreement.
5. Sub-contracting of services by FS+P
5.1. For the purpose of discharging his obligations under the Agreements and for regulatory and administrative purposes, FS+P may appoint third parties as sub-contractors. The Client shall agree that FS+P may pass on to the sub-contractors information and data arising out of and in connection with the Agreement for the purposes specified therein.
5.2. The Agreement is, however, exclusive to FS+P and the Client. FS+P shall be responsible to the Client for the performance of the service and for the protection of the information and data supplied to the sub-contractors.
6. Confidentiality and data protection
6.1. Throughout the duration of the Agreement and following termination thereof, the parties shall treat as confidential any information disclosed to them while providing or receiving services under the Agreement (e.g. trade secrets, personal data, know-how). Both parties shall comply with the provisions of the Liechtenstein Data Protection Act at all times. Neither party may disclose the contractual relationship between the parties nor the content of the Agreement itself to third parties.
6.2. This provision shall not apply to any information that may be disclosed by written consent of the disclosing party, any information that is in the public domain or any information that is already known to either party other than by reason of the Agreement.
6.3. Notwithstanding the provisions of clauses 6.1. and 6.2. above, the parties shall be entitled to disclose information and data by reason of:
a) any statutory or regulatory provision,
b) any decision of a court or public authority
c) obligations to regulatory authorities and professional bodies, as well as
d) the need to safeguard their interests in relation to their insurers and legal advisors.
7. Fees, disbursements and other expenses
7.1. FS+P shall charge such fees as stipulated in the Agreement.
7.2. Where daily rates have been agreed, such rates shall be based on an eight-hour working day. Any additional hours shall be charged separately. Time spent travelling shall be charged as time worked.
7.3. The fees charged shall not include disbursements (e.g. travel expenses accommodation costs and the cost of meals) and other expenses. Such disbursements in connection with the provision of services shall be charged to the Client at cost, or at normal market rates as lump sum expenses.
7.4. Fees, disbursements and other expenses shall be charged exclusive of value added tax and other taxes and deductions.
8. Invoicing and terms of payment
8.1. The invoices presented by FS+P shall be deemed to have been accepted of no complaint is raised within ten (10) days from receipt by the Client. Unless otherwise agreed by the parties, the due date shall be deemed to be fourteen (14) days from the invoice date.
8.2. The parties shall only be entitled to enforce any right of set off against undisputed or non-appealable claims.
8.3. If the customer defaults on payment of all or part of the invoice, the customer will owe FS+P default interest at the statutory rate. The default interest rate is 5% per year for consumers and 8% per year above the reference interest rate for businesses. Any additional statutory claims remain unaffected.
9. Liability
9.1. FS+P shall exercise all due care in providing the services stipulated. In the event of any breach of the Agreement by FS+P, he shall be liable for the substantiated direct damage caused deliberately or by gross negligence.
9.2. FS+P expressly excludes any further liability under the Agreement or on any other legal grounds to the fullest extent permitted by law.
10. Electronic communications
10.1. The parties shall be entitled to communicate with one another and transfer data by electronic means throughout the duration of the Agreement.
10.2. Both parties shall be responsible for their own electronic communications and shall take reasonable measures to ensure that any such communications are secure and error free using the latest technology. Requirements for special security measures (e.g. password protection, encryption) shall be set our expressly in the engagement letter.
10.3. To the fullest extent permitted by law, the parties decline all liability for any loss or damage that may be caused by sending information electronically.
11. Termination of the Agreement
11.1. In order to comply with its statutory and regulatory obligations to retain records, FS+P shall be entitled to retain any copies of those documents evidencing the services provided. The Client shall not be entitled to the return of any working papers from FS+P.
11.2. In the event of the premature termination of the Agreement the Client shall pay FS+P the fees stipulated for any services already provided together with any disbursements and other expenses, as set out in clause 7.
12. Applicable law and place of jurisdiction
12.1. The Agreement shall be governed by and construed exclusively in accordance with Liechtenstein law.
12.2. The court of competent jurisdiction in Vaduz shall have exclusive jurisdiction for any disputes arising out of or in connection with the Agreement, unless any obligatory provision of law confers exclusive jurisdiction in any other court.
Version : October 2025