GTC's

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GENERAL TERMS AND CONDITIONS

1. These Terms and Conditions (“GTCs”) apply to the contractual relationship between Woolton Conseil

Sàrl (“WCS”) and the client (“Client”). Specific conditions expressly agreed in writing or per email by WCS

and the Client will prevail over the GTCs.

2. For consulting services and interim leadership engagements the applicable hourly or daily rate (excl.

VAT), shall be due and payable from the Client to WCS based on the effective time spent by WCS on a

project. The detailed terms and conditions are always agreed in a separate agreement to be signed by

the Client and WCS.

3. For legal operations projects, WCS will provide a detailed confidential proposal for the Client’s review

identifying the technology or design partners that WCS proposes the Client uses in the project delivery.

Client shall have the absolute right to approve the identity of such technology or design partners and/or

to propose its own candidates. Client acknowledges and agrees that the technology or design partners

brought to a project by WCS may pay WCS an introduction commission.

4. Fees are due and payable in CHF (excl. VAT), as soon as a contractual relationship between the Client

and WCS is agreed, i.e. independent of the actual start date of the engagement. Payments shall be due

within thirty (30) days of issuance of invoice. Late payments shall attract  5% late payment interest starting from the due date of the invoice.

5. The mutual duty of confidentiality applies to any information about WCS or the Client that is not

publicly available and is exchanged among the Client and WCS in the course of performing any contract.

6. The contractual relationship between the Client and WCS is governed by Swiss Law, to the exclusion

of any conflict of laws. Place of jurisdiction is Geneva. Mandatory places of jurisdiction under federal law

remain reserved.