WHEREAS, the Company, a Swiss-based outsourcing firm, will provide automation services to digitize processes, reduce costs, and enhance business profitability and sustainability under this contract.
WHEREAS, the Company has expertise in scaling, process setup, automation, and testing, branded as "w/ Automation."
WHEREAS, the Client seeks the Company’s services to increase profitability, reduce costs and time, and ensure sustainability, per the contract's terms and conditions.
NOW, THEREFORE, in consideration of the above and the mutual benefits and obligations acknowledged herein, the Company and the Client (each a "Party" and collectively the "Parties") agree as follows:
The Client must obtain all necessary rights or licenses under this contract, which will belong to them for the entire ownership term. The COMPANY is not required to pay or withhold national, federal, state, local, or payroll taxes that relate to or derive from the Client's income. This contract applies only to the services outlined in clause I. The Company is not obligated to perform any work outside this scope. The Client will occasionally review the work performed by the Company and promptly notify the Company if anything is still to be done. If there is no prompt complaint from the Client 14 days after completion, the work shall be deemed complete, and the Company shall not be responsible for anything.
The Company understands that the compensation provided under this contract constitutes the full and exclusive monetary consideration and compensation for all services performed by it and for fulfilling all obligations and commitments of the Company under this contract. The Client may choose between organic or paid systems, selecting the payment method that best suits their needs. The Company undertakes to issue an invoice for the compensation before each payment during the term of this contract, which the Client must then process within 2-4 business days.If the client fails to pay as agreed, services will be suspended, and legal action may be taken by the company.
The Company guarantees to reduce costs and time through automation, increasing customer satisfaction, sustainability, and profitability. If no progress is made within the first 30 days after signing, the Company will issue a refund of the paid fee within 7-14 business days.
The parties agree to do everything necessary to ensure that the terms of this contract become effective. The Client is responsible for all non-refundable software fees for process automation. After paying the compensation, the Client must invite the Company as an editor with the necessary permissions to build the Client's automation architecture.
In providing the services under this contract, it is expressly agreed that the Company acts as an independent contractor and not as an employee. The Client and the Company acknowledge that this contract does not establish a partnership or joint venture between them but solely a service contract.
The Company assures the Client that it is fully authorized to fulfill its obligations and provide the necessary rights and licenses for the work product. The Company grants the Client a global, royalty-free license to the work product and agrees to cooperate in any necessary documentation. The work product will be original, developed by the Company or its subcontractors, and free of any third-party infringements. The Client guarantees their authority to enter the contract and prohibits chargebacks, as any attempt to reverse charges will be considered a breach, allowing the Company to take legal action.
The Client agrees to indemnify and hold the Company harmless from any losses, damages, or expenses arising from a breach of contract.
If recurring services have been agreed upon, either party may terminate this contract by providing written notice at least 7 days in advance, with termination becoming effective at the end of the month. If the Client terminates, they are required to pay the Company for the full month's compensation.Immediate termination occurs for material breaches not remedied within 5 days or for fraudulent acts by the Client, with the Company not liable for resulting losses. Fraud, willful negligence, or similar acts by the Client will result in immediate termination, with the Company not liable for resulting losses. The Company will return all work product-related items within 7 days of contract termination.
Both parties agree that confidential information is the sole property of the respective owner, and the receiving party has no ownership rights. The Company will treat the work product as the Client's exclusive property, ensuring confidentiality and non-disclosure. Confidential information includes all business-related data, such as proprietary technology, trade secrets, accounting records, work products, software, business processes, marketing and development activities, and customer information. The Company will not disclose proprietary information to third parties. The Client must notify the Company of unauthorized use or disclosure and assist in resolving such issues. The Company will maintain confidentiality of work product information for one year after contract termination, ensuring it is not used to harm the Client. Exceptions include publicly known information or data independently developed by the Company.Disclosure is permitted by law or court order, with prior notice to the Client to seek protection.
This contract is governed by Swiss Obligations Law (OR), with Zurich courts having exclusive jurisdiction for disputes.
This agreement is binding only if complied with promptly and does not establish a joint venture or partnership. It can be signed in multiple originals, and any changes must be in writing and signed by all parties. Headings are for convenience, singular terms include plural, and the document is the complete agreement. No assignment is allowed without prior consent, and it binds the parties and their heirs. Notices must be in writing and sent to specified addresses or emails. There are no additional representations, and invalid provisions do not affect the rest of the agreement.