General
Terms and conditions

SEQUOIA Legal & Advisory GmbH (SEQUOIA Legal & Advisory) is a limited liability company with its registered office in Birmensdorf ZH, Switzerland.

These General Terms and Conditions (GTC) shall apply to all instructions given to SEQUOIA Legal & Advisory and to any legal relationship arising out of or in connection with them, including any subsequent instructions or orders given by the Client (Clientship). These GTC are only applicable insofar as SEQUOIA Legal & Advisory has not agreed otherwise with the client in writing (e.g. in a mandate agreement). In case of contradictions between the mandate agreement, these GTC and a power of attorney granted by the client, the documents in the aforementioned order shall be authoritative.

These GTC also apply to all legal entities, natural persons such as employees, consultants or partners and third parties who are directly or indirectly involved in any way in the execution of the instructions and all legal entities and natural persons for whose actions SEQUOIA Legal & Advisory is responsible. These GTC are furthermore applicable to all services on recht-einfach.ch. recht-einfach.ch is an offer of SEQUOIA Legal & Advisory GmbH. Users of the services on recht-einfach.ch are included in the term "client".

Any client-lawyer relationship between SEQUOIA Legal & Advisory and the client must be based on the explicit consent of SEQUOIA Legal & Advisory.

Any mandate relationship is deemed to have been concluded with SEQUOIA Legal & Advisory, even if the client expressly or implicitly intends that the mandate relationship be conducted with a specific person. This also applies in particular if a power of attorney is issued in favour of a specific person.

SEQUOIA Legal & Advisory accepts instructions from the Client or the persons designated by the Client for this purpose. The Client agrees that SEQUOIA Legal & Advisory is entitled to rely on instructions from such persons.

The client shall ensure that SEQUOIA Legal & Advisory receives all information reasonably required by SEQUOIA Legal & Advisory for the performance of the mandate or which is essential for the timely performance of the mandate. In the absence of express instructions to the contrary, SEQUOIA Legal & Advisory will not verify or check the information it receives from the client or other persons acting on behalf of the client. The Client acknowledges that SEQUOIA Legal & Advisory may rely on such information in the performance of the Mandate.

Where SEQUOIA Legal & Advisory acts for the same client in different matters, the client should not assume that information communicated to one person in a particular matter will also be communicated to other persons engaged in another matter. The client is therefore required to communicate all information relevant to a matter directly to the relevant team.

Hourly rates/lawyer's fees

Unless otherwise agreed, the client agrees that SEQUOIA Legal & Advisory will invoice the services of SEQUOIA Legal & Advisory according to the time spent. SEQUOIA Legal & Advisory will charge for all services rendered within the scope of the mandate, including legal clarifications, documentation, meetings, travel, etc. The services rendered will be detailed in the invoice. The services rendered are detailed in the invoice and presented in 6-minute increments.

The applicable hourly rate is based on the experience and seniority of the specialists involved. SEQUOIA Legal & Advisory reserves the right to adjust the hourly rates on an annual basis.

If SEQUOIA Legal & Advisory represents the client before courts or authorities, the fee of SEQUOIA Legal & Advisory shall in no case be lower than the compensation awarded to the client for the costs of the legal representation.

Unless otherwise expressly agreed in writing, any estimate, quotation or statement of expected legal fees is a non-binding estimate only. Furthermore, any estimate, statement, fixed fee or cap for legal fees, excluding disbursements, taxes, etc., is not binding.

Expenses

In addition to the fee, SEQUOIA Legal & Advisory may charge a small expenses fee of 3% of the total fee to cover general office expenses including shipping costs, telephone and fax costs, costs for electronic communication, expenses for photocopies as well as expenses for the provision of documents, database searches, etc. The fee is calculated on the basis of the total fee.

Expenses which individually exceed CHF 100.? as well as official and court fees may be invoiced separately, i.e. in addition to the small expenses flat rate of 3%. SEQUOIA Legal & Advisory reserves the right to forward such third-party invoices to the client for direct payment.

SEQUOIA Legal & Advisory is entitled to engage third party services on behalf of and for the account of the client, including but not limited to translation services and the like, and is authorised to enter into contracts for such services on behalf of and for the account of the client. SEQUOIA Legal & Advisory is entitled, in the name of and for the account of the client, to claim services from third parties, including but not limited to translation services and the like, and is authorised to enter into contracts for such services in the name of and for the account of the client.

Value added tax and foreign taxes and deductions

Unless otherwise stated, all amounts are exclusive of value added tax (VAT). Any VAT payable by SEQUOIA Legal & Advisory will be charged additionally to the client.

Likewise, all applicable foreign taxes and duties shall be borne by the Client and shall be borne by or charged to the Client.

Invoicing and payment

Unless otherwise agreed, SEQUOIA Legal & Advisory's invoices shall be paid within thirty (30) days of issue. The client is not entitled to defer the payment obligation and/or to offset the claim.

If an invoice is not paid within the specified period of time, the client is in default without further ado and may be obliged to pay the statutory interest on arrears. In addition, SEQUOIA Legal & Advisory reserves the right to discontinue its activities for this or any other mandate of the client. Actions of SEQUOIA Legal & Advisory in connection with the enforcement of the claim for payment will be charged to the client at the usual hourly rates of the persons commissioned to do so.

The Client irrevocably releases SEQUOIA Legal & Advisory and any employees, consultants, attorneys, partners or other persons or entities associated with SEQUOIA Legal & Advisory from their professional duty of confidentiality in enforcement actions, litigation and/or arbitration to the extent necessary to prosecute and enforce SEQUOIA Legal & Advisory's claims for attorneys' fees and expenses.

Advance on costs and payment

SEQUOIA Legal & Advisory may ask the client to pay an advance for legal fees and expenses. SEQUOIA Legal & Advisory reserves the right to increase this advance amount at a later date. Advances for costs will be carried forward during the term of the mandate and deducted from the final invoice at the end of the mandate.

The monthly basic price of the Legal as a Service covers initial clarifications and information by telephone, e-mail and WhatsApp within the scope of an average monthly need for advice ("Fair Usage Policy"). SEQUOIA Legal & Advisory reserves the right to charge for services according to the time spent in the event of excessive demand for advice, whereby the client will be informed of this in advance.

Hourly packages agreed within the framework of Legal as a Service services are invoiced evenly on a monthly basis over a term of one year. Unused hours are credited to the client and can be carried over to another term. If the hours are used up before the end of the term, further time spent will be charged at the regular hourly rate. Alternatively, another package of hours can be agreed upon ahead of time.

The Legal as a Service services are each agreed for a fixed term of one year and can be extended by means of a renewed agreement.

Under recht-einfach.ch SEQUOIA Legal & Advisory provides legal educational and informational content to a broad audience; however, the use of this service is at the sole risk of the user. Services obtained through recht-einfach.ch do not constitute legal advice. Liability for errors or outdated information in the recht-einfach.ch service is expressly excluded or limited to intentional or grossly negligent conduct. The blog posts are provided on an "as is" and "where available" basis, and SEQUOIA Legal & Advisory expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. SEQUOIA Legal & Advisory makes no warranty that the services will meet the needs of users of recht-einfac.ch, be secure, uninterrupted, timely, accurate or error-free.

Users of the offer on recht-einfach.ch can create part of the offered contracts and other legal documents by filling out an automated questionnaire. The legal documents created are made available as directly usable and printable documents in Portable Document Format (PDF, no subsequent editing possible/permitted) after all questions have been answered and, depending on the offer, after the purchase price has been paid. In contrast to the fixed-price services, users create these documents completely on their own, without working with a lawyer.

In addition, users of the platform can make use of various legal services at a fixed price predefined by SEQUOIA Legal & Advisory. These services are provided by a lawyer or legal advisor of SEQUOIA Legal & Advisory and are created in cooperation between the users and a lawyer or legal advisor of SEQUOIA Legal & Advisory. The users are entitled to the scope of services specified in writing on recht.-einfach.ch for the respective fixed price offer.

Services subject to a charge shall be invoiced in accordance with the published prices and shall be understood to be in Swiss francs including any statutory value-added tax if this is shown accordingly.

SEQUOIA Legal & Advisory grants the user a non-exclusive right of use, unlimited in time and place, to the legal expertise provided and the legal documents produced, exclusively for the user's own business and/or private use. The granting of rights shall only take place after valid conclusion of the contract and ? in the case of chargeable services ? after full payment. Any transfer of legal documents produced for a fee and/or the transfer of legal documents produced to third parties for their own use are excluded.

SEQUOIA Legal & Advisory is subject to professional confidentiality obligations. SEQUOIA Legal & Advisory will treat as confidential all information received from the Client that is not generally known. However, the Client agrees that SEQUOIA Legal & Advisory may disclose relevant information in order to protect and/or defend itself in any actual or threatened civil, legal or regulatory proceeding or to enforce its claims against the Client pursuant to Section 3.4. above. SEQUOIA Legal & Advisory may also disclose relevant information in confidence to its insurers, insurance brokers, auditors and consultants.

SEQUOIA Legal & Advisory may also be obliged to comply with certain disclosure obligations vis-à-vis the competent authorities due to legal provisions to combat money laundering and the financing of terrorism as well as due to sanction provisions. Such obligations take precedence over SEQUOIA Legal & Advisory's professional secrecy obligations. In this case, SEQUOIA Legal & Advisory will (where permissible and practicable) inform the client of the request or need for disclosure.

SEQUOIA Legal & Advisory may outsource legal services (in particular with respect to foreign law) and support services (such as translations, interpretation services, etc.), provided that the support service providers have agreed to maintain confidentiality.

In the absence of explicit instructions to the contrary, SEQUOIA Legal & Advisory is permitted to communicate with employees, consultants or bodies of the client's company (or affiliated companies) and to exchange information for the purpose of providing services.

SEQUOIA Legal & Advisory may act on behalf of, or have certain information about, other persons who are engaged in business activities similar to those of the Client or whom the Client may regard as competitors. SEQUOIA Legal & Advisory is under no obligation to disclose such information to the Client.

SEQUOIA Legal & Advisory may not be able to accept a mandate or may have to cease acting for the client due to legal or professional rules if there is a conflict between SEQUOIA Legal & Advisory's obligations towards the client and other clients or between SEQUOIA Legal & Advisory's interests and the interests of the client. The client agrees to provide SEQUOIA Legal & Advisory at any time with all information necessary to conduct a conflict search. Furthermore, the client is required to inform SEQUOIA Legal & Advisory immediately of any circumstances which in its view could constitute a potential conflict of interest.

The Client acknowledges that SEQUOIA Legal & Advisory does not guarantee exclusivity with respect to legal advice on any particular industry or market when accepting a mandate.

Subject to legal and professional rules, SEQUOIA Legal & Advisory may act for other clients in transactions, disputes or other matters in which the client or entities associated with the client have an interest, provided that SEQUOIA Legal & Advisory does not breach its duties to the client.

Unless otherwise expressly instructed in writing, the Client agrees that SEQUOIA Legal & Advisory may use electronic means without encryption to communicate with the Client or with third parties about the Client's affairs. The client acknowledges that communication via electronic means, such as e-mail, fax or internet-based applications, is associated with risks. Specifically, there is a risk that third parties may become aware of the contents of the communication, that the contents of such communication may be infected with computer viruses, tampered with or corrupted, or that such communication may be misdelivered, delayed or not received. SEQUOIA Legal & Advisory shall not be liable for any such risks.

SEQUOIA Legal & Advisory instructs the client to carry out its own virus checks on all its systems, data and means of communication.

The Client agrees that any and all liability claims shall be directed exclusively against SEQUOIA Legal & Advisory. The Client hereby agrees that it will not bring any action or proceeding and waives any claim against any employee, consultant, attorney, partner or other person associated with SEQUOIA Legal & Advisory.

SEQUOIA Legal & Advisory's liability is limited, irrespective of the legal ground, for losses or claims for damages caused by intentional or grossly negligent conduct.

Any advice given by SEQUOIA Legal & Advisory is given solely for the use and benefit of the Client and may not be used or relied upon for any other purpose or disclosed to any other person (except to the Client's advisors who must have such knowledge but may not rely on such advice) without the prior written consent of SEQUOIA Legal & Advisory.

If SEQUOIA Legal & Advisory's role is to assist the client in coordinating the activities of other advisors to the client, SEQUOIA Legal & Advisory is not responsible for their advisory services. It is the client's responsibility to ensure that it receives and considers such advice and that it is suitable for the client's purposes.

In the absence of an express agreement to the contrary, SEQUOIA Legal & Advisory is neither liable for advice on foreign law, i.e. non-Swiss law, nor for tax advice. SEQUOIA Legal & Advisory is also not obliged to update information already provided by the client.

The client may report any complaints to the responsible lawyer. If this does not resolve the matter to the client's satisfaction or if the client has further concerns, the client may address such complaints in writing to any member of SEQUOIA Legal & Advisory's management.

The client and SEQUOIA Legal & Advisory have the right to unilaterally terminate the mandate relationship and any powers of attorney issued on the basis thereof at any time.

The Client shall be responsible for the fees, disbursements and expenses incurred up to the date of termination of the mandate, as well as for those fees, disbursements and expenses necessarily incurred in connection with the termination of the mandate or with the transfer of the work to another adviser of the Client's choice.

SEQUOIA Legal & Advisory shall keep the files for a period of 10 years after the termination of the mandate or after the completion of an assignment. After this period, SEQUOIA Legal & Advisory may destroy these files without prior notice.

The legal relationship between the client and users of recht-einfach.ch and SEQUOIA Legal & Advisory is governed in all aspects by Swiss substantive law.

All disputes arising out of or in connection with this legal relationship shall be settled by the ordinary courts at the registered office of SEQUOIA Legal & Advisory.

SEQUOIA Legal & Advisory reserves the right to update the GTC with effect for the future if economic or legal reasons make an adjustment necessary. The changes will only become part of the contract if the client agrees to these changes. For this purpose it is sufficient that SEQUOIA Legal & Advisory sends the new version of the GTC to the client at the e-mail address provided by the client for notification purposes or publishes it on a website operated by SEQUOIA Legal & Advisory. If the client does not object to the amendments of the GTC within one week, the consent shall be deemed granted.

March 2022