General Terms and Conditions of Service

Updated as of the 4th day of October 2022

1. Preamble

1. Any reference to “Firm”, “we”, “us”, “our”, “ours”, and “ourselves” shall refer to STORM Partners Sàrl, a limited liability company duly incorporated and validly existing under the laws of the Swiss Confederation, having its corporate seat at Chemin de Madame de Warens 2, 1816 Montreux (CH-VD), Switzerland, registered under code CHE-435.083.916, and/or its subsidiaries or affiliated entities. Similarly, any reference to “Client”, “you”, “your”, “yours”, and “yourself” shall refer to you as a customer of the Firm employing our Services (as defined below) under the Agreement. The Firm and the Client shall be referred to individually as a “Party” and together as the “Parties”.
2. These general terms and conditions of service apply to professional services (hereinafter referred to as the “Agreement”) rendered by the Firm. The Agreement shall govern the mutual rights and obligations of the Parties. Your acceptance of the Agreement, in its most updated version, is implied in the payment of every invoice issued by the Firm in accordance with the combined reading of paragraphs 5.1 and 10.1 of the Agreement.
3. The Firm provides services to support organisations whose activities pertain directly or indirectly to crypto assets and/or blockchain technology. The Firm is organised into five internal departments as follows: (a) Marketing & Growth, (b) Legal & Compliance, (c) Finance & Fundraising, (d) Education & Events, and (e) Digital Transformation.
4. The Client desires to engage the Firm to provide Services (as defined below) that may benefit the Client’s activities and operations.

2. Services

1. The Firm shall provide the Client with services to support its business activities (hereinafter referred to as the “Services”) in accordance with the Scope of Work and the Course of Action described in the Letter of Engagement agreed upon between the Parties. The Firm shall draft the Scope of Work and the Course of Action based on the information provided by the Client and taking into consideration the Client’s demands, needs, and aims. The Firm makes no warranties or representations of any kind concerning the suitability of the Scope of Work and the Course of Action for the Client’s business purposes. The Services may reasonably differ from the Scope of Work and the Course of Action due to unforeseen circumstances or changes pertaining to the Client situation, the regulatory context, new information.  
2. The Firm undertakes to use the best professional efforts, skills, knowledge, judgement, and abilities of its team to perform the Services in an expeditious and timely manner consistent with high-qulity professional standards. The Services shall be reasonably accurate and free from material errors or omissions. Upon notice, the Firm shall promptly correct any known or discovered error, omission, or other defects without any additional cost or expense for the Client.
3. The Firm commits to provide the Client with a certain number of hours for the Services to be performed. In no event shall the Firm be obligated to deliver a certain outcome or result. The Parties agree that the Firm commits to an obligation of means pursuant to art. 394 et seq. of the Swiss Code of Obligations.  

3. Availability

1. The Firm, its directors, employees, consultants and business associates involved in the provision of the Services shall be available for communications with the Client every week from Monday to Friday from 9:00 to 13:00 and from 14:00 to 19:00 (hereinafter referred to as “Business Hours”). Business Hours shall be calculated based on the Central European Time Zone.
2. The Client shall communicate with the Firm, its directors, employees, consultants and business associates via email or other means of communication agreed upon between the Parties.
3. In the case the Client desires to confer with the Firm, its directors, employees, consultants and business associates over a virtual or physical meeting, the Client shall demand to schedule a meeting within a minimum of forty-eight (48) hours. The Firm shall concede flexibility in the case of urgent needs.
4. The Firm, its directors, employees, consultants and business associates shall be unavailable during the following days of the year:

1. New Year's Day (January 1st);
2. Good Friday;
3. Easter Monday;
4. International Workers' Day (May 1st);
5. Ascension Day;
6. Pentecost Monday;
7. Swiss National Day (August 1st);
8. Christmas (December 24th, 25th and 26th).

4. Fees

1. In exchange for the Services to be performed under the Agreement, the Client shall pay the Firm’s fees in accordance with the hourly rates reported in the following schedule or the different fee structure outlined in the Letter of Engagement.

2. Alternatively to the hourly rates detailed above, if the Client demands services that require a number of hours to be spent over a single day that exceeds eight (8), the Firm shall charge the daily rates outlined below.

3. The Client agrees to pay the actual cost of the expenses reasonably incurred by the Firm within the scope of the Services. Every expense whose cost exceeds one thousand francs (CHF 1'000) shall be approved in writing by the Client.
4. The fee structure detailed in the Letter of Engagement does not include value-added tax (VAT). The Firm shall charge 7,7% VAT on domestic transactions according to the Swiss Federal Act on Value Added Tax of 12 June 2009. If Swiss VAT is not applicable under Swiss law, the Client shall auto liquidate VAT in accordance with the reverse charge regime established under applicable laws and regulations. In any case, the Firm shall not be responsible for the payment of VAT or any other taxes and duties outside Switzerland. Any Client who is not subject to Swiss VAT shall be solely responsible for the payment of VAT or any other taxes and duties in connection with the Services.
5. The Client shall pay every invoice issued by the Firm within five (5) working days from its issuance. If payment is delayed by more than ten (10) working days from the invoice’s date, the Firm shall have the right to apply a surcharge of ten per cent (10%) to the unpaid sum. In the event that the Client does not pay an invoice within fifteen (15) working days from the date of its issuance, the Client shall be considered in default as per the meaning of Art. 102 of the Swiss Code of Obligations.
6. The Firm shall have the right to require the Client the deposit of a sum equal to ten thousand francs (CHF 10’000) as a guarantee of the fulfilling of the Client’s obligations under this section.  
7. The Client shall perform every payment in connection with the Agreement on our bank account in CHF or in EUR or on our digital wallets in BTC, USDC or USDT. The Firm shall communicate in writing the payment details to the Client. Following every payment, the Client shall communicate to the Firm in writing the transaction details either in the form of a banking confirmation or a crypto transaction hash.

5. Duration and Termination

1. The Agreement shall enter into force as a result of the implied consent of the Parties upon receiving the payment of an invoice issued by the Firm to the Client. The Agreement shall be renewed, in its latest version, between the Parties on each payment of an invoice issued by the Firm to the Client. The payment of every invoice issued by the Firm to the Client shall be considered the Client's acceptance of the Agreement in its entirety and the most updated version. The Firm shall implement a link to access the most updated version of the Agreement on every invoice issued to the Client.
2. The Agreement shall continue in full force and effect until completion of the Services or termination.
3. Either Party may unilaterally terminate the Agreement. No termination will be effective unless and until the Party terminating the Agreement gives prior written notice of its intent to terminate to the other Party not less than ten (10) working days before the effective date of such termination.
4. In the event of termination by the Client, the Firm will be entitled to payment for services rendered to the date of termination in accordance with the provisions of the Agreement.

6. Confidentiality

1. For the purpose of the Agreement, “Confidential Information” shall mean all information in the broadest sense that relates to past, present, or future business activities of the Client that has been provided by the Client to the Firm through the duration of the Agreement and during the preliminary negotiations between the Parties.
2. The following shall constitute Confidential Information: business models, business plans, business strategies, ideas, concepts, software in various states of development, designs, specifications, techniques, models, data, source code, diagrams, flow charts, research, legal assessments, legal opinions, internal policies and procedures, “know-how”, marketing techniques and materials, development plans, growth strategies, clients names and other information related to clients, pricing policies and financial information.
3. Confidential Information shall not include: (a) publicly available information; (b) information that is or becomes publicly known or that the Client discloses to third parties within the scope of its usual business practices; (c) information the Firm rightfully receives from a third party or that the Firm would have learned in the course of similar mandates and engagements; (d) information the Firm rightfully knew before receiving such information from the Client to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Firm develops independently of any information originating from the Client.
4. The Firm shall limit access to the Confidential Information of the Client and shall not use, copy, or remove any Confidential Information from the Client’s premises and storage systems except to the extent necessary to perform the Services. Upon completion or termination of the Agreement, the Firm shall return to the Client all documents, files, data, or other materials in whatever form which contain the Client’s Confidential Information, destroy all copies thereof, and certify to the Client that all copies of such materials have been destroyed. Throughout the duration of the Agreement and for ten (years) following its expiration or termination, the Firm shall not disclose Confidential Information to any third party to the extent that such disclosure is not necessary for the performance of the Services.
5. The Client shall not disclose to third parties information concerning the Firm’s business practices. Furthermore, the Client shall not disclose to third parties any document, content or information among those listed in paragraph 6.2 that the Firm has provided within the context of the Services except in the case such disclosure serves the Client’s business interests.
6. The confidentiality provisions, terms and conditions of the herein contained Agreement shall remain in full force and effect after the termination of the Agreement.

7. Intellectual property rights in the Work Product

1. The Client is, and shall be, the sole and exclusive owner of all the documents, materials, contents, business and regulatory strategies, business models, business plans, market analyses, due diligence, legal opinions, legal memos, studies, researches, inventions, designs, know-how, and any other work product that are created, made, conceived, reduced to practice, or authored by the Firm in the course of performing the Services (hereinafter referred to as the “Work Product”), including all intellectual property rights therein except the moral rights.
2. The Firm hereby irrevocably assigns to the Client, in each case without additional consideration, all worldwide exclusive ownership of the Work Product, including all intellectual property rights therein except the moral rights. Such assignments shall be automatic under this Agreement without further being evidenced in writing. The Client shall be free to use the Work Product without restriction. The Firm will execute or cause to be executed all documents and perform such acts as may reasonably be necessary to secure or enforce for the Client statutory protection, including patent, trademark, trade secret, or copyright protection.
3. Notwithstanding the foregoing, the Firm, its director(s), employees and consultants reserve the right to publish, for academic purposes only, findings and research developed within the scope of the performance of the Services, including but not limited to the Work Product.

8. Liability and Indemnification

1. The Firm is liable for the faithful, careful and diligent execution of the Client's mandate. Any contractual and non-contractual liability related to simple and medium negligence is excluded, including but not limited to any liability arising out or in connection with (a) the Services, (b) the professional and non-professional behaviour of the Firm's directors, officers, managers, employees and consultants, and (c) the selection, instruction and supervision of third parties. To the extent that the aforementioned exclusion is not admissible under applicable law, the Firm's liability shall be limited to the total fees paid by the Client.
2. The Firm shall not be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Firm, including but not limited to act of god, power failure, internet service provider failure, civil unrest, fire, flood, storms, epidemics, earthquakes, acts of terrorism, acts of war, governmental actions, or any other event that is beyond the control of the Firm.
3. The Firm represents that it holds professional liability insurance N° 16.226.461 with Zurich Insurance Company Ltd covering a maximum of five million francs (CHF 5’000’000) per year.
4. The Client shall indemnify and hold the Firm harmless from and against any direct and indirect damages suffered by the Firm due to any breach of the Agreement performed by the Client or caused by misrepresentations attributable to the Client's actions or omissions, including but not limited to false, inaccurate or incomplete information related to the past, present or future business activities of the Client.

9. Conflict of Interest

1. The Firm declares that the execution and performance of the Agreement do not conflict or breach any contractual, fiduciary, or other obligation to which the Firm is bound. The Firm shall not accept work from any other business organisations or entities that would create a conflict of interest detrimental to the Client's business interests throughout the duration of their relationship pursuant to the terms and conditions of the Agreement.

10. Client’s obligations, representations and warranties

1. The Client shall provide the Firm with truthful and accurate information concerning its mission, vision, business activities, operations, objectives and strategies. The Client shall not hide any information that may be relevant to the Firm for the due performance of the Services.
2. The Client undertakes to disclose any information that may be necessary to the Firm to comply with legal obligations arising out of or in connection with AML/CTF laws and regulations, including but not limited to information concerning the shareholding structure, ultimate beneficial ownership, directors and officers, source of funds, revenue streams and treasury.
3. The Client represents and warrants the following upon payment of each and every invoice issued by the Firm.

1. The Client is a business company or a non-proft organisation duly incorporated and validly existing in good standing under the laws of their respective jurisdiction. Alternatively, the Client is an individual acting solely for commercial purposes. The Parties agree that the Agreement is not and shall not be construed as a consumer contract or be subject to any provisions pertaining to consumer law.
2. The Client performs its best efforts to operate in compliance with all applicable laws and regulations and is in good faith unaware of any infringement of provisions related to (a) anti-money laundering and combating terrorism financing laws and regulations, (b) tax laws and regulations, (c) financial markets laws and regulations, and (d) gambling laws and regulations.
3. The Client acts in good faith towards all its customers and business partners, providing adequate context and honest information concerning their contractual relationship.
4. Neither the Client nor any of its subsidiaries nor any director, officer, employee, consultant or person acting on behalf of the Client or any of its subsidiaries is currently the target of any sanctions administered or enforced by (a) the Swiss State Secretariat for Economic Affairs, (b) the European Union, (c) the United Nations Security Council, (d) the U.S. Department of the Treasury’s Office of Foreign Assets Control, and (e) His Majesty’s Treasury.
5. Neither the Client nor any of its subsidiaries nor any director, officer, employee, consultant or person acting on behalf of the Client or any of its subsidiaries is a Prohibited Person (as defined below) or has knowingly engaged in any dealings or transactions with any Prohibited Persons (as defined below) for the past five years. For the purpose of this paragraph, “Prohibited Person” shall mean any individual or legal entity that is (a) a national or resident of, or legal entity formed or incorporated within or subject to the laws of the Democratic People’s Republic of North Korea, Islamic Republic of Iran, Libya, Republic of South Sudan, Republic of Sudan, Syrian Arab Republic, or Crimea; (b) a subject or target of sanctions enacted by the Swiss Federal Council under the  Federal Act on the Implementation of International Sanctions (Embargo Act, EmbA) of 22 March 2002; or (c) a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union, the United States of America or the United Kingdom of Great Britain and Northern Ireland.

11. Non-recruit

1. The Client shall not, within the duration of this Agreement and for a period of two (2) years immediately following the termination of this Agreement, either directly or indirectly, hire, recruit, take away or attempt to so the directors, employees, consultants, and independent contractors of the Firm without the prior written consent of the Firm. Should the Client breach this clause, the Client shall pay a two hundred fifty thousand francs (CHF 250'000) penalty to the Firm within ten (10) working days following the Firm's email notification of the breach.

12. Applicable Law and Dispute Resolution

1. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of Switzerland, including its statutes of limitations.
2. In case of dispute, the Parties shall maintain the confidentiality of any proceedings, including but not limited to any and all information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.
3. Any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. The seat, or legal place, of arbitration shall be Geneva. The arbitration procedure may be conducted partially or entirely online.

13. General Provisions

1. The Firm shall have the right to unilaterally modify the Agreement at any time. The entry into force of any modification is subject to the condition referred to in paragraph 5.1 of the Agreement.
2. Email and digital documents shall constitute a written form of communication.
3. Should any term, condition, or provision of this Agreement be deemed or held to be invalid or unenforceable for any reason, those remaining terms, conditions, and provisions shall remain valid and enforceable. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.
4. Suppose a court of law or arbitration determines that any term, condition, or provision of this Agreement is invalid or unenforceable but that by limiting such term, condition, or provision, it would become valid and enforceable. In that case, such term, condition, or provision shall be deemed to be written, construed and enforced as so limited.