General terms and conditions of WAI.O.BLUE Mirko Kleiner

1. 1.1 The CP shall provide consulting and coaching services to the client. The
specific services to be provided by the CP shall be specified in more
detail in individual contracts.
1.2 The CP may involve other third party companies for the provision of the
services and the fulfilment of the individual contracts, provided that the
client has given its prior written consent to this.
1.3 The CP shall provide its services carefully and purposefully in
compliance with recognised quality standards by qualified personnel
and using the infrastructure of the CP or of any third party it may have
engaged. In providing its services, the CP shall comply with the
standards of the client notified to it in advance and in good time in
writing.
1.4 The CP shall report to the client on the respective status of the services
on the subject matter of the contract by mutual agreement and enable
an open exchange of opinions and experience.
1.5 Insofar as the CP uses a partner company from abroad to fulfil its
obligations under this contract, the CP shall remain responsible for
obtaining the permits of the competent authorities, taking out the
necessary insurance and organising the travel and accommodation of
the service providers during any stays of these service providers in
Switzerland.
1.6 If the activities of the CP take place on the premises of the principal, the
management of individual service providers of the CP shall always and
exclusively remain with the CP.
1.7 The CP shall provide the client with a detailed journal of the service
providers used as the basis for the fee in accordance with the joint
agreement in the framework contract, usually monthly by the 6th
working day of a month for the preceding month.
Datum: 01.01.22, Version: 1.1
1. General
Bachstrasse 10c • CH-5623 Boswil
+41 79 601 19 90 • MKL@Y-O.BLUE • WWW.Y-O.BLUE
GENERAL TERMS AND CONDITIONS
of
WAI•O•BLUE
as -Consulting Partner- or CP

2. 2.1 The service providers employed by the CP shall be available to the
client for a maximum of 40 hours per week, generally from Monday to
Friday between 08:00 and 17:00. Details of fixed working days and
workloads shall be agreed in the individual contract / SoW.
2.2 If the client wishes to use the service providers employed by the CP for
more than 40 hours per week or at other times, this shall be discussed
and agreed between the parties in advance. Services provided by the
CP on Saturdays, Sundays or weekdays after 7.00 p.m. shall be
compensated by the client with the surcharge agreed in the framework
agreement, at least 26% on the agreed hourly rate.
2.3 Absences of the service providers due to illness, accident, holidays, etc.
shall be borne by the CP and shall not be charged to the client. The CP
shall notify the client of all absences without delay. Plannable absences,
such as holidays, shall be agreed with the client in advance.
3.1 If a service provider working for the CP on a project of the principal
terminates his employment relationship with the CP, the principal shall
be obliged to accept the equivalent replacement offered to him by the
CP.
4.1 The client may only reject the service providers assigned by the CP for
objective reasons. Factual reasons shall be deemed to exist if it can be
proven that the service providers do not have the required expertise
agreed in writing in advance.
4.2 Before a rejection is issued, the principal shall record the reasons for the
rejection in writing to the CP and the parties, with the assistance of the
CP's Human Resources Department, shall attempt to find a solution by
replacing the service provider. If such a solution is not reached within a
reasonable period of time after the written notification by the client, the
CP shall be released from the obligation to provide a replacement and
the client shall not be obliged to accept a replacement for the rejected
service provider.
5.1 If the CP terminates a service provider for factual reasons, for example
because of theft, mobbing, etc., or because the service provider is no
longer viable for other reasons, the procedure under para. 3.1 shall
apply mutatis mutandis.
6.1 The parties are aware that the individual contract is designed for
cooperation for a certain period of time, that the client requires the
availability of personnel capacities used by it and that the CP must be
able to plan the provision and deployment of the resources used by it to
fulfil its contractual obligations accordingly. The parties therefore agree
Datum: 01.01.22, Version: 1.1
2. Availability and absences
of service providers
3. termination of a service
provider
4. rejection of a service provider
by the client
5. termination of service
providers by the CP
6. notice periods of SoW

3. that terminations of the individual contract in disregard of the agreed
deadlines shall be considered as a termination untimely.
7.1 The contracting parties mutually undertake, for the duration of the
present contractual relationship as well as for one year after termination
of the contract, not to directly or indirectly employ or in any way or form
employ or cooperate with service providers of the other party without
the prior written consent of the other party.
7.2 In the event of non-compliance with this agreement, a contractual
penalty in the amount of one year's salary of the service provider
concerned, but at least CHF 200,000, shall be due and payable within
one month, calculated from the beginning of the non-compliance
(expiry date).
8.1 The CP shall invoice the client for its services as follows in CHF:
One monthly invoice by the 6th of the following month incl. additional
costs. Payment deadline 10 days (expiry date)
8.2 If the aforementioned payment deadlines are not met, the CP may
suspend its own services at its own discretion at any time until all
outstanding amounts have been paid in full. All other remedies of the
CP, including termination of the contract for cause, are reserved at all
times.
In the event of non-compliance with the payment deadlines, the CP may
charge a malus on the respective last payment period with the next
invoice or reclaim the discounts granted in accordance with the
agreement in the framework or individual contract.
8.3 The CP shall have the right to demand advance payments for its
services.
9.1 The CP undertakes to exercise such care and confidentiality as is
generally customary for services of this kind. Insofar as the CP or its
service providers are provided with documents by the client, these shall
remain the property of the client. They shall be deemed confidential
and shall be adequately protected against inspection by third parties.
The duty of confidentiality shall also apply to price agreements as well
as to the content of this contract.
9.2 If the CP uses licence software of the client, the client is obliged to sign
the corresponding User Licence Agreements. The CP accepts no liability
whatsoever in connection with the use of such software.
Datum: 01.01.22, Version: 1.1
7. Prohibition of enticing away
or taking over service
providers
8. Invoicing
9. duty of care and
con
fi
dentiality

4. 9.3 The CP as well as all service providers used shall sign the confidentiality
declaration contained in Annex B at the request of the client.
10.1 All documents and results produced by the CP and its service providers
in the performance of the individual contract as a direct result of the
performance of the order shall become the sole property of the
principal upon their discontinuation, namely in their respective
processing state, and after full payment of all remuneration. Training
documents and all documents brought in of the CP are excepted.
10.2 Training materials may only be used by certified participants for their
own use. The use for training courses, their duplication, etc. is expressly
prohibited, unless otherwise agreed in the individual contract.
10.3 The CP shall keep all documents for the client until they are handed
over. The client is entitled to use, modify or grant third parties rights to
these documents and results, also in a form processed by him, at his
discretion.
11.1 The CP shall be liable to the client in accordance with the provisions of
the Swiss Code of Obligations for careful action aimed at the correct
fulfilment of the contract. Liability for slight negligence and for indirect
and consequential damage is excluded to the maximum extent
permitted by law. Any liability of the CP in an individual contract shall
also be limited to the remuneration paid under that contract, up to a
maximum of CHF 20,000.
12.1 Should any provision of this contract prove to be void or invalid, this
shall not affect the legal validity of the remaining contract. The void or
invalid provision shall be replaced by the legally permissible provision
which most closely corresponds to the economic purpose expressed in
the void or invalid provision.
13.1 The mutual offsetting of claims is excluded.
14.1 Amendments or additions to the framework contract as well as the
individual contract(s) must be made in writing and must be validly
signed by both parties. This also applies to the amendment of this
provision.
15.1 The CP may list the principal as a reference, i.e. use the principal's logo
and publish a notice about the cooperation. The latter shall be done in
consultation with the client.
16.1 The framework contract and the individual contract are subject to
substantive Swiss law, excluding the United Nations Convention on
Contracts for the International Sale of Goods of April 1980 and the
Datum: 01.01.22, Version: 1.1
10. Rights to the results
of order ful
fi
lment and
other products
11. Liability of the CP
12. Partial nullity
13. Offsetting
15. Use as reference
16. Applicable law and place of
jurisdiction
14. Changes and additions

5. Hague Convention on the International Sale of Goods. The ordinary
courts in Muri AG shall have exclusive jurisdiction over all disputes
arising out of or in connection with this framework agreement or an
individual contract.
16.2 The customer's general terms and conditions shall not apply even if the
CP does not expressly object to them or if, for example, reference is
made to the customer's terms and conditions in the order.
16.3 All offers and services of the CP are exclusively subject to these General
Terms and Conditions.
Datum: 01.01.22, Version: 1.1