1 Applicability

These General Terms and Conditions (GTC) apply to all services and consultations provided by Niizuma Wasner GmbH (Niizuma Wasner) for its clients (Clients).

In the event that additional separate conditions or agreements have been made for the assignment (e.g. by means of a separate client contract, a power of attorney or an order confirmation letter), these General Terms and Conditions shall nevertheless apply, whereby the provisions in those separate conditions or agreements that deviate from these General Terms and Conditions shall take precedence.

2 Mandate

2.1 The scope of Niizuma Wasner's mandate is determined by the circumstances, facts and instructions communicated by the Client and accepted by Niizuma Wasner. The Client shall ensure that Niizuma Wasner receives in good time all information which Niizuma Wasner requires for the fulfilment of the mandate or which is essential for the mandate. In particular when applying for industrial property rights, Niizuma Wasner assumes that the circumstances, facts and instructions provided by the Client are correct and complete. This also applies to information about the intentions of the Client, previous activities, as well as applications and publications already known to the Client on the same or similar subject matter.

2.2 Niizuma Wasner is the contractual partner of the Client.

2.3 Unless the Client has expressly requested Niizuma Wasner to do so, Niizuma Wasner will not verify or check any information or instructions given to Niizuma Wasner by the Client or by others on behalf of the Client and the Client acknowledges that Niizuma Wasner is entitled to rely on such information and instructions in the fulfilment of its obligations under the Engagement.

2.4 Niizuma Wasner may not accept an order or may have to cease work for the Client if there is a conflict between Niizuma Wasner's obligations towards the Client and other clients or between Niizuma Wasner's interests and the interests of the Client under statutory, professional or internal regulations.

The Client undertakes to provide Niizuma Wasner with the information required to carry out a conflict of interest check at any time upon request. In addition, the Client undertakes to inform Niizuma Wasner immediately if it becomes aware of circumstances which, in its view, represent a potential conflict for Niizuma Wasner.

2.5 Niizuma Wasner shall inform the customer of official notices, in particular objections, and shall notify any deadlines set. All deadlines communicated by Niizuma Wasner to the Client, including the deadlines for the maintenance of an industrial property right, are to be co-monitored by the Client as well.

In the case of deadlines, Niizuma Wasner expects early and complete instructions from the Client so that the work required to fulfil the deadlines can be carried out with all due care. In the event that such instructions are not issued in good time or are obviously incomplete, Niizuma Wasner is entitled, but not obliged, to apply for extensions of time or, if necessary, to carry out an emergency completion of the deadline matter. Under no circumstances is Niizuma Wasner obliged to take extraordinary measures to extend a deadline without special instructions from the Client.

If orders or instructions are issued at short notice or transmitted late, Niizuma Wasner is exempt from any liability for failure to execute these orders and instructions in a timely and proper manner.

2.6 If the customer wishes to ensure the maintenance of a property right by paying maintenance fees, Niizuma Wasner must be informed of this in writing and in good time before the expiry of the deadline. If an advance payment has been requested, payment will only be made after receipt of the advance payment in full. If Niizuma Wasner has not received the order and the required advance payment in full in good time, Niizuma Wasner may conclude that the maintenance of the property right has been waived.

Instructions from the customer regarding the maintenance of a property right or the abandonment of a property right must be complete and precise in every respect.

In the event of the withdrawal of representation for a specific property right, Niizuma Wasner is not obliged to forward or process official or private communications relating to this property right. This also applies if Niizuma Wasner has been instructed by the Client to abandon or withdraw an IP right or to remove it from the monitoring system.

3 Involvement of third-party law firms and external consultants

If appropriate and authorized by the Client in advance, Niizuma Wasner may engage third-party law firms or other external consultants on behalf of the Client. The contractual relationship with regard to these third-party services exists directly between the Client and the third-party law firm or external consultant, irrespective of the billing and instruction relationships. Niizuma Wasner accepts no responsibility for the services provided by the third-party law firms or external consultants.

4 Confidentiality

Niizuma Wasner is subject to professional secrecy and will treat all information received from the Client confidentially.

Niizuma Wasner's confidentiality obligations do not apply to information (i) which can be proven to have been or will be lawfully obtained from third parties, (ii) which was generally known at the time of Niizuma Wasner's engagement or (iii) which becomes generally known after Niizuma Wasner's engagement without a breach of the confidentiality obligations under these Terms and Conditions.

The Client agrees that Niizuma Wasner may disclose relevant information in actual or anticipated legal, civil, criminal or administrative proceedings for the purpose of defense or protection against the Client or for the enforcement of claims against the Client. This is also permissible on a confidential basis vis-à-vis Niizuma Wasner's insurers, insurance brokers, auditors and consultants.

5 Fees and expenses

Niizuma Wasner's fees are calculated in accordance with Niizuma Wasner's schedule of fees applicable at the time of order and according to time spent. Niizuma Wasner reserves the right to adjust the schedule of fees annually.

Niizuma Wasner's fees are exclusive of taxes, official fees and other expenses. All amounts are exclusive of any applicable value added tax. Any value added tax payable by Niizuma Wasner shall be borne by the Client. Any foreign taxes and deductions are also to be borne by the Client or invoiced to the Client.

Unless expressly stated otherwise, any quotation, cost estimate or indication of anticipated legal fees is a non-binding estimate only.

Niizuma Wasner will invoice for the work performed on a regular basis (e.g. monthly or quarterly), or at the latest upon completion of a specific activity such as commenting on and responding to an Office Action. All invoices must be paid within 30 days of receipt, unless the invoice amount is covered by an advance payment. After 30 days from the date of an outstanding invoice, the Client is in default and owes default interest of 5%. Any costs incurred to obtain payment of the invoice by the Client shall be borne by the Client and charged by Niizuma Wasner.

Furthermore, it is possible that Niizuma Wasner can make the fulfilment of an order dependent on an advance payment. If an advance payment has been requested and has not been received, not received in full or not received on time in the amount specified by Niizuma Wasner, Niizuma Wasner is not obliged to fulfil the order.

Clients, including those acting on behalf of a third party, in particular lawyers and patent attorneys, expressly recognise when placing an order with Niizuma Wasner that they are liable for the payment of the invoices issued by Niizuma Wasner for the execution of the order.

6 Communication and document management

The Client agrees that Niizuma Wasner may use electronic means of communication without encryption (e.g. e-mail) for communication with the Client or with third parties in matters relating to the Client. The Client acknowledges that communication by electronic means, e.g. by e-mail, fax or Internet-based applications, is associated with risks, in particular the risk that third parties may gain knowledge of the communication content or alter it, that a communication may not reach the addressee, that the content of such a communication may be infected with computer viruses, manipulated or falsified or that a communication may be misdirected, delayed or not received. Niizuma Wasner is not liable for such risks. Niizuma Wasner recommends that the customer checks all its systems, data and communications for viruses and manipulation.

For video conferences or other forms of communication as well as for the provision of services or data storage, Niizuma Wasner may use external IT service providers or cloud providers with servers in Switzerland or abroad, which may harbour risks for data security. If the customer expects further information and/or special security measures, Niizuma Wasner must be contacted in advance or informed accordingly.

The Client acknowledges and agrees that documents and files in the form deemed suitable by Niizuma Wasner (electronic, physical or in another form) may be kept, stored, archived and, unless otherwise agreed, destroyed or deleted after ten years without prior notification.

7. Limitation of liability

The Client agrees that any liability claim for any damages shall be made exclusively against Niizuma Wasner. The Client will not initiate any proceedings and waives any claims against employees, consultants, auxiliary persons and partners.

If Niizuma Wasner is mandated to support the Client in coordinating the work of other consultants, Niizuma Wasner is not responsible for the advice provided by the other consultants. It is the Client's responsibility to ensure that it receives and is able to take into account the advice of its other consultants and that such advice is appropriate and useful to the Client. Niizuma Wasner is not obliged to update advice once it has been given without an explicit agreement.

Furthermore, Niizuma Wasner is not liable for damages caused by third-party providers, in particular services for the payment of maintenance fees. Niizuma Wasner works exclusively with reputable third-party providers that are customary in the field.

8 Termination

Subject to legal requirements, both the Client and Niizuma Wasner have the right to unilaterally terminate the order and a power of attorney issued on its basis at any time. The Client shall bear the fees, disbursements and expenses incurred up to the date of termination as well as the fees, disbursements and expenses necessarily associated with the termination of Niizuma Wasner's activity or the transfer of the activity to another consultant of the Client's choice.

Sections 4 (Confidentiality), 6 (Communication and Document Management), 7 (Limitation of Liability) and 9 (Governing Law and Jurisdiction) of these General Terms and Conditions shall survive the termination of the engagement.

9 Applicable law and place of jurisdiction

The relationship between Niizuma Wasner and the Client is subject exclusively to Swiss law, excluding international private law and any international treaties.

The place of jurisdiction for all disputes arising from or in connection with the relationship between the customer and Niizuma Wasner is Basel.

In the event of discrepancies between the German and English version of these General Terms and Conditions, the German version shall prevail.