Welcome to therainnova AG ("therainnova") and therainnova.com. By retaining services (consulting, advice, support and other professional services provided by therainnova; "Services"), whether initiated through therainnova.com or not, and, if and to the extent applicable, further specified in a work order (i.e., a single order for Services, in which the parties define and specify the services to be performed by therainnova; “Work Order”), you (“Client”) agree, on behalf of yourself, your officers, your proxies, other representatives and/or any affiliates, any subsidiaries or any other group companies, if any, who use or directly or indirectly benefit from any Services and/ or Deliverables (as defined hereinbelow) under such legal relationship, to the following terms and conditions.
The legal relationship between the Client and therainnova arising by the provision of Services and/ or Deliverables (as defined hereinbelow) to the Client will, to the extent admissible by mandatory law, exclusively be governed in accordance with the following documents (set forth in order of precedence), if any:
(i) the Master Services Agreement;
(ii) Work Orders; and
(iii) these general terms and conditions.
therainnova is an independent contractor. Neither therainnova nor its employees (i.e., directors, officers, employees, contractors and other agents; collectively, and each individually, the "Employee(s)") are, or shall be deemed for any purpose to be, Employees of the Client.
therainnova may at its own discretion engage subcontractors for the performance of Services. Each subcontractor shall be subject to, and therainnova shall require the subcontractor to comply with, confidentiality undertakings the same as therainnova’s undertakings.
Subject to what has been agreed in the applicable Work Order, if any, therainnova shall use its own discretion in performing the tasks assigned, including manners, methods and timing of such performance.
Charges for Services are either on an hourly rate basis or on a fixed fee basis for defined Services, plus value added tax (as appropriate and applicable) at the rate prevailing at the time of invoice. The Client shall, in addition to the fees for performed Services, reimburse therainnova for documented reasonable pass-through costs and work-related expenses in relation to the Services.
The Client will be invoiced for fees, pass-through costs and expenses on a monthly basis or project basis at the discretion of therainnova, or as otherwise agreed from time to time between the Client and therainnova in each case. The Client shall settle each invoice in full in the currency of the invoice within 30 days of receipt. If a correct and due invoice remains unpaid by the Client after a written reminder from therainnova, therainnova is entitled to suspend its activities until the payment is made in full and to charge interest on the invoiced amount.
In the event that therainnova provides a forecast, estimate or any other forward-looking statement as to the likely costs for providing the Services, it shall do so in writing on the understanding that (i) the Client accepts that such statements shall not be binding, but mere good faith estimates based on therainnova’s experience with similar projects and (ii) therainnova will under all circumstances regardless of such statements invoice for the actual time or, if agreed upon, the fixed fee and expenses for the rendered Services.
The Client agrees to furnish, in good time and at no cost to therainnova, any agreed facilities, personnel, remote access and equipment necessary to facilitate therainnova providing the Services. The Client acknowledges that a successful performance of the Services and the timely delivery of any deliverables (i.e., results of the Services as well as all materials in whatever form including but not limited to reports, documents, data, generated or provided by therainnova during the Services and/or which result from the Services; collectively, and each individually, the "Deliverable(s)") may be conditional upon the Client allocating enough skilled resources for the Services as well as making all necessary decisions without delay. The Client shall furthermore ensure that information given by the Client is valid, accurate and delivered in due time.
The Client shall without undue delay give its acceptance or observations to therainnova’s written notice of a performed or provided Service or Deliverable. The Client shall not unreasonably withhold acceptance and the Services or Deliverables shall be deemed accepted if the Client does not make a written complaint within twenty (20) days from the receipt of a final Deliverable. If a Deliverable is not included in the Services, the Services shall be deemed as accepted if the Client has not made a written complaint within twenty (20) days of the performance of the Services.
To the maximum extent permitted by applicable law, therainnova excludes any express or implied warranties with respect to the provision of the Services or any results or outcome of the Services. Without limiting the foregoing, nothing shall imply by therainnova any guarantee as to the outcome of any application made by the Client to any competent regulatory authority for product registration or otherwise.
To the maximum extent permitted by applicable law, therainnova’s liability shall be limited to the lesser of CHF 50,000 or the fees for the Services paid by the Client corresponding to the occurrence of the damage.
To the maximum extent permitted by applicable law, therainnova shall not be liable to the Client for loss of profits, business or revenue, special, indirect or consequential loss, howsoever caused even if foreseeable or in the contemplation of either party.
therainnova shall not be liable for any claims based on Services and/or Deliverables accepted by the Client in accordance with section 6 para. 2 above. Moreover, any claims of the Client with respect to and/or based on Services and/or Deliverables not accepted by the Client in accordance with section 7 para. 2 above shall be deemed forfeited (verwirkt) if not claimed by the Client in writing (and precisely specifying the amount of damages claimed and in detail lining out therainnova’s faultive performance of contractual duties) within one year of therainnova’s written notice of a performed or provided Service or Deliverable in accordance with section 6 para. 2 above.
Each of the Client and therainnova acknowledges that the Client and therainnova each own valuable trade secrets and other confidential information. Such information may include research, development, products, methods of manufacture, business plans, software code, routines, data, know-how, designs, inventions, clients, finances, and personnel data related to the business or affairs of the Client and therainnova and other tangible and intangible items (collectively, and each individually, the "Confidential Information"). The foregoing notwithstanding, Confidential Information does not include any information that:
Each party agrees not to disclose, at any time, any Confidential Information of the other party to any person other than those Employees whose services a party requires and who have a need to know such information for the purpose of rendering the Services. Each party shall ensure to keep the Confidential Information of the other party confidential by imposing confidentiality on their respective Employees having access to such information or by taking other reasonable and appropriate steps.
Unless otherwise agreed in writing, all Services provided and all Deliverables developed or prepared are the exclusive property of the Client and all title and interest therein shall vest in the Client. These rights include, but are not limited to, patent rights, copyright, derivative rights, trade secrets, trademarks and know how. However, the Client acknowledges that therainnova possesses its own, databases, methods, tests, techniques, technologies, processes, forms, proposals, documentation and other materials and ideas that are used by therainnova in the performance of all services, all of which have been independently developed without the benefit of any Confidential Information or any other property of the Client and which is owned or controlled by therainnova (“Therainnova 's Exclusive Property”). The Client agrees that any of Therainnova's Exclusive Property as well as any improvements, alterations or enhancements which are used, improved, modified or further developed solely by therainnova during the performance of the Services, which do not use or include any Confidential Information or any other property of the Client shall be and remain the exclusive property of therainnova or its licensors.
Everything you see and hear on this website, including, for example, all of the text, photographs, illustrations, graphics, audio clips, video clips, and audio-video clips, is copyrighted any may not be used without therainnova’s prior written consent.
When you use therainnova.com or send e-mails, text messages, and other communications from your desktop or mobile device to therainnova, you thereby consent to receive communications from therainnova electronically, such as e-mails, texts (sms and others) or similar applications and further accept the risks commonly associated with such forms of communications such as non-confidentiality and loss of transmission. For the avoidance of doubt, therainnova does not guarantee nor make any representation as to the safety, confidentiality and/or reliability of such ways of communication.
therainnova’s data protection and privacy policy, at each time as displayed on therainnova.com, applies.
therainnova reserves the right to update or modify these terms and conditions at any time without prior notice. therainnova will do so by posting an updated or modified version of these terms and conditions on this website.
Any and all legal relationships, whether in connection with the Services and/or the Deliverables or otherwise, irrespective of their legal nature, are exclusively governed by the substantive laws of Switzerland, with the express exclusion of any conflict of law provisions (private international law) and international law.
Any dispute arising in connection with any of the above-mentioned legal relationships or in the context thereof, each regardless of their legal nature, shall be submitted to the exclusive jurisdiction of the ordinary courts of the City of Zurich, Switzerland.
