General Terms and Conditions

of

University of St. Gallen, Executive School of Management, Technology & Law,
St. Gallen, Switzerland (“ES”)

regarding concepts, seminars, coaching and other university
executive education offers (hereinafter “Services”).

1 Scope

1.1 These General Terms and Conditions (the “General Terms”) are applicable to all agreements between ES and the respective customer (the “Customer”) in accordance with paragraph 3.1 below (an “Agreement”).

1.2 These General Terms apply exclusively in combination with an Agreement. Any general terms and conditions of the Customer, which contradict or differ from these General Terms, shall only apply if they have been accepted by ES explicitly in writing.

2 Subject matter (Services)

2.1 ES offers professional services for Customers in Switzerland and abroad. ES focuses on integrative offers at the interface of management, technology and law. By entering into an Agreement as to paragraph 3, the Customer entrusts ES with the development and/or organisation of the Services.

2.2 The transfer of knowledge at seminars is sometimes accompanied by a coaching of the participants of a seminar (the “Participants”) by ES, aiming not only to improve the learning effect but also the soft skills and personality development of the Participants.

2.3 In addition to coaching and seminars, concepts intend to address and to offer solutions to a specific problem of the Customer (for example the development of an educational concept for a Corporate Academy).

2.4 Teaching of knowledge and coaching are performed by the members of the faculty of the University of St. Gallen. If ES considers it necessary, it will also involve external lecturers.

2.5 The Agreement will define which Services will be performed by ES to a specific Customer and in which format.

3 Agreements

3.1 An Agreement shall only be binding if it is made by a written document, regulating the details regarding the Services to be performed by ES).

3.2 Fax or e-mail shall be regarded as written documents.

4 Pricing

4.1 Unless explicitly stated otherwise in an Agreement, the flat sum defined in an Agreement (the “Price”) shall be considered as a net amount. Any taxes which may be or become due on such amounts according to applicable Swiss or any foreign laws shall be payable in addition to the Price. Any other cost not listed in paragraph 4.2 are not included in the Price, such as, but not limited to the ones mentioned in paragraph 4.3.

4.2 Unless explicitly agreed upon otherwise in an Agreement, the Price includes:

• The costs for accommodation, food and travel expenses of lecturers;
• Any learning material.

4.3 Unless explicitly agreed upon otherwise in an Agreement, the Price does not include:

• Costs for accommodation, parking, meals and travel expenses of the Customer or Participants;
• costs for the renting of premises in which seminars or teaching shall be held as well as the use of any technical infrastructure;
• costs arising in connection with leisure activities of Participants or social events.
• any other cost and expenses incurred by ES.

4.4 Unless explicitly agreed upon otherwise in an Agreement, the Price shall be payable as follows:

• Seminars:
  – 50% within 20 days from the date of the conclusion of the Agreement;
  – 50% until 20 days before start of the seminar.
• Coaching:
  – 50% within 20 days from the date of the conclusion of the Agreement;
  – 50% until 20 days prior to the rendering of the first coaching Service by ES.
• Concepts:
  – 50% within 20 days from the date of the conclusion of the Agreement;
  – 50% within 20 days after the delivery of the final concept to the Customer.

Payments shall be made to the following bank account of ES:

Bank: Credit Suisse, St.Gallen
Clearing: 4835
Acc. Number: 271305-81-3
IBAN: CH11 0483 5027 1305 8100 3
SWIFT/BIC: CRESCHZZ80A
To the account of: University of St. Gallen, ES-HSG, 9000 St. Gallen

5 Coordination and responsibility for execution

5.1 Both parties shall designate a specific person which shall be responsible for the coordination and the implementation of the Services as agreed in the Agreement (each a “Representative”).

5.2 Both Representatives shall be entitled and authorised to make and receive all declarations and notices as may be required to ensure the implementation of the Agreement.

5.3 For specific questions, employees of ES shall be authorised to directly address the Customer’s Representative.

5.4 On the side of ES, the overall responsibility for the rendering of the Services remains with the Representative of ES.

6 Termination of an Agreement

6.1 Each party can terminate an Agreement for good cause by notification in writing to the other party.

6.2 If the Customer terminates an Agreement for reasons other than good cause and ES is not at fault, or if ES terminates an Agreement due to the fault of the Customer, the Customer must pay in any case to ES 50% of the Price plus any applicable taxes owed. If ES has incurred any further expenses and cost, the Customer has to compensate them. If the Customer terminates an Agreement 20 or less days prior to the provision of the Service (in case one of several Services are to be provided, the date of the first one applies), the Customer must pay the full Price.

6.3 If ES terminates an Agreement for other reasons than good cause and the Customer is not at fault, or in case the Customer terminates an Agreement due to the fault of ES, then ES will refund any advance payments already made by the Customer. Beyond this obligation ES shall not be subject to any further obligations or payment duties, e.g. regarding the reimbursement of any cost the Customer may have incurred.

6.4 Moreover, the following applies:

1. If a Service is not performed due to insufficient registrations or participants, then ES may withdraw from the Agreement for good cause (clause 6.1.) and the Customer may withdraw from the Agreement in accordance with clause 6.2.
2. The replacement of any lecturers does not entitle the Customer to terminate an Agreement for good cause (clause 6.1) nor shall a replacement be considered a fault of ES (clause 6.3).
3. If the Customer terminates an Agreement which includes a concept service this shall in any case be dealt with in accordance with clause 6.2.

7 Liability

7.1 ES shall be liable for a due and careful planning and implementation of a seminar or coaching in accordance with current management doctrine.

7.2 The liability of ES shall be limited to cases of gross negligence or wilful misconduct.

7.3 The Services rendered by ES under this General Terms and/or an Agreement do not qualify as consultancy services. This applies for the organisation and accomplishment of seminars as well as for concepts and coaching programmes. Therefore, ES shall not be liable for any damages directly or indirectly resulting from the specific implementation in practice by Participants, the Customer or any of its employees of any content or knowledge transferred under or in connection with an Agreement.

7.4 The liability of ES shall in any event be limited to 50% of the Price.

8 Intellectual property

8.1 Copyrights for any documentation handed over to a Customer, its employees or Participants (the “Copyrights”) shall remain with ES or the respective lecturer, as the case may be.

8.2 The use of the Copyrights for internal purposes of the Customer shall be permitted. Any further use of the documentation shall require a separate agreement between the Customer and the respective owner of the Copyrights.

8.3 The Customer shall be obliged, to transfer the obligations set out in paragraphs 8.1 and 8.2 above to its employees or the Participants, as the case may be.

9 Confidentiality and data protection

9.1 ES guarantees to keep confidential all confidential information and data regarding the Customer, Participants and the Customer’s employees of which it becomes aware in connection with the rendering of Services under an Agreement.

9.2 General findings resulting from the collaboration of the parties under an Agreement may be used freely by ES and the lecturers.

9.3 Address data of the Customer and its employees and Participants may be used by ES for purposes of providing information regarding future offers in the field of professional development.

9.4 Any further use of confidential information and personal data by ES will be handled in accordance with the Data Privacy Policy which forms an integral part of the General Terms.

10 Miscellaneous

10.1 If any provision of these General Terms or an Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, this shall not affect or impair the validity or enforceability in that jurisdiction of any other provision of these General Terms or the Agreement. The illegal or invalid or unenforceable provision shall be interpreted as or replaced by another provision reflecting as closely as possible the original intention of the parties and the commercial purpose of the respective provision.

10.2 ES is entitled to amend these General Terms at any time. Regarding an Agreement, the version of the General Terms applicable at the date of the Agreement shall apply.

10.3 These General Terms as well as each Agreement shall be subject to Swiss law, excluding the conflict of law provisions. Any dispute arising out of or in connection with these General Term or an Agreement shall be subject to the exclusive jurisdiction of the ordinary courts in St. Gallen.

St. Gallen, 30. September 2018