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Nature of Services• Cloudmaven shall provide with the services specified in the Statement of Work and all other services as agreed from time to time under or in connection with this Agreement (“Services”). Cloudmaven’s services are not intended to be used as the sole basis for any business decision, and are based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for Cloudmaven to guarantee. • Cloudmaven’s failure to perform its obligations under this Agreement will not be treated as a breach if and to the extent such failure is caused by the Customer’s failure to perform any of its obligations under this Agreement.
Terms of Payment• In consideration for the provision of the Services by Cloudmaven, the Customer must pay the fees specified in the Statement of Work. • Cloudmaven is paid for services performed on an hourly basis, based on an eight-hour working day, unless otherwise specified in the Statement of Work. The rate of the expenses to be invoiced will be determined in the Statement of Work. • Unless stated in the Statement of Work, services are recorded and invoiced to the Customer on a monthly basis. • Unless stated in the Statement of Work, all invoices are payable in cleared funds within fourteen (14) days after receipt of the invoice • Unless stated in the Statement of Work, all fees specified are exclusive of all reasonable out of pocket expenses which are payable in addition by the Customer. Cloudmaven must provide receipts or other reasonable evidence to the Customer of all out of pocket expenses together with the invoice related to such out of pocket expenses. • If any sum payable by the Customer to Cloudmaven is not paid in cleared funds by its due date, the Customer is in delay even without further notice. Cloudmaven is entitled to charge interest on the overdue amount but at no more than 3% p.a. of the amount outstanding. Interest will accrue daily from the due date up to the date of actual payment or before judgment. • All sums referred to in the Statement of Work are exclusive of VAT, GST, withholding taxes or any other similar sales or turnover tax (if applicable); such taxes are payable by the Customer to Cloudmaven on the same payment terms as apply to the sums to which the taxes relate. • All payments made by a party under the Statement of Work must be made free and clear of any present or future taxes including any withholding taxes, deductions, fees or other imposts, or any bank charges. If either party is required by law to make any deductions or withholdings from payments due under the Statement of Work, such party must pay such additional amounts to the receiving party as may be necessary to ensure that the actual amount received by the receiving party after deduction or withholding (and after payment of any additional taxes due as a consequence of such additional amount) is equal to the amount that would have been payable to the receiving party if such deduction or withholding were not required. Each party further agrees to furnish an official receipt, or certified copy of it to the other evidencing the timely payment of such withholding or deduction to the proper governmental authority. • Unless otherwise agreed upon in the Statement of Work, all payments by the Customer must be in Swiss Francs. To the extent fees are indicated in any other currency, payments will be computed at the exchange rate prevailing on the due date at the Reuters Foreign Exchange Rate sourced in NetSuite ERP.
Confidentiality• Both Parties acknowledge that confidential information is confided to them within the scope of work and that he may also possibly gain knowledge of Confidential Information in some other way. “Confidential Information” shall include all information whether commercial, financial, technical or otherwise of the Disclosing Party and its Affiliates (defined below) in whatever form, including without limitation trade secrets, systems, procedures, confidential reports, cost information, pricing information, commission schedules, sales and/or trading strategies, marketing plans, computer software and tapes, programs, source codes, know-how, product plans, financial information relating to the nature and manner of products and services sold, used or serviced, and arrangements with customers and suppliers of the Disclosing Party or its Affiliates, together with all analyses, compilations, data, studies or other documents prepared by the Receiving Party or its permitted Affiliates which are derived from or in connection with such information or which contain or are based in whole or in part upon such information. “Affiliate” in this Agreement means any entity that controls, is controlled by or is ultimately under common control with a party. • Both Parties shall undertake to keep this Confidential Information and the knowledge gained therefrom strictly confidential within the scope of work. In particular they shall be bound to take all the necessary steps to ensure that: a) Confidential Information and the knowledge gained therefrom is not disclosed in whole or part to unauthorized third parties; b) no copies of any documents containing confidential information are made without the written consent of the Directors signing the Statement of Work; c) such documents will be kept in a safe place and specifically, not stored in any cloud storage solution other than the platforms accessible with the corporate email address; d) Confidential Information will only be disclosed to third parties who, for their part, have signed a corresponding confidentiality obligation; e) documents containing Confidential Information are returned at any time upon request. • Both Parties confirm that this confidentiality obligation shall remain in full force and effect after he completing the engagement. •The confidentiality obligations will not apply if either Party is required by any court, government or other regulatory body prevailing legislation in the national jurisdiction of either Party to disclose the Confidential Information, but only to the extent required by law, provided that the the disclosing Party gives the other Party written notice as soon as practicable of such requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained, then the disclosing Party will furnish only that portion of the Confidential Information which the disclosing Party is advised by reasonable opinion of counsel is legally required and will exercise its reasonable efforts to assist the other Party in obtaining a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information that is disclosed.
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