Abilene Advisors Terms and Conditions

1 – Scope 

Abilene Advisors SA (“Abilene”) operates the Advisors and Academy branches. These terms and conditions (“GTC”) apply to the advisory service (“Advisory”) and training service (“Training”), together (“Services”) to the client (“Customer”). These GTC and the Offer of Services form one contractual agreement (“Agreement“).  

2 – Contract Components and Order of Precedence 

In case of conflicting provisions, the following order of precedence between contractual documents applies: 

1. the present GTC 

1. Offer of Services 

1. further appendices in descending order of rank to the Offer of Services 

A change to a superior document requires an explicit reference to the superior clause. Terms and conditions of Customer are excluded unless expressly accepted by Abilene. 

3 – General Obligations 

Abilene agrees to: 

• provide the Services specified in the Offer of Services. 

• provide the Services for the Term set out in the Offer of Services.  

• offer the Services either on-site or virtually. 

• operate with due care and accuracy. 

• inform Customer of any event that requires special attention. 

• provide progress reports at the request of Customer. 

• organize all necessary meetings and required facilities. 

• reimburse Customer, in case of cancellation of the Services where the reason for cancellation is in the reasonable control of Abilene. In all other cases, reimbursement remains at the sole discretion of Abilene. 

Customer agrees: 

• that the Services provided by Abilene are simple agency contracts according to Article 394 Swiss Code of Obligations and specific results cannot be guaranteed. 

• to provide all necessary documents and ensure the accuracy thereof. 

• to issue reservations in writing against the Services delivered within 5 working days after delivery, else they are presumed to be accepted. 

• that Abilene may make use of subcontractors to carry out the Services. 

• not to make any audio or video recordings of the Services, unless approved by Abilene. 

The parties agree that: 

• Abilene’s Services are limited to assistance, not decision making. 

• they will refrain from any conflicts of interest with each other. 

4 – Advisory  

Abilene agrees to: 

• provide Advisory to Customer in accordance with the tailor-made project set out in the Offer of Services. 

• guarantee that the team of advisors is certified as specified in the Offer of Services.  

5 – Training 

Abilene agrees to provide: 

• Training to Customer in accordance with the Offer of Services. 

• The necessary materials for Training. Abilene or its licensors retain ownership of the Training materials until full payment of the Fees. 

• Customer with any certification set out in the Offer of Services, should Customer pass the examination. 

6 – Service Options 

Abilene offers the following options: 

• “Project based”: Customers can book Abilene’s Services for specific projects. Rescheduling may lead to additional fees, communicated to Customer in advance. 

• “Subscriptions”: Abilene offers several Subscription plans as described online at Abilene-as-a-Service – Abilene Advisors. Subscriptions are offered for auto-renewing periods. 

7 – Payment Terms 

The Services are to be paid in accordance with the Offer of Services.  

Abilene reserves the right to suspend Services if Customer defaults a payment after a first reminder. 

Customer may object to the invoice promptly in writing before the Service has started and containing grounds for the opposition. 

8 – Term, Termination 

This Agreement shall become effective as set out in the Offer of Services and remain in effect until termination. The Agreement can be terminated in writing at any time by either party, however if the Agreement is terminated at an unreasonable time, the terminating party must compensate the other for any resultant damages. All Fees payable remain payable. 

For Subscription plans, both parties can terminate till the end of the next billing period. Fees already invoiced remain payable. 

9 – Liability 

Customer agrees to: 

• not hold Abilene responsible for the organizational, financial and technical impacts resulting from the decisions taken by Customer. 

• not hold Abilene nor its employees liable for any damages resulting from Customer’s obligations towards any third parties nor under any law or regulation, including any fees or fines imposed on Customer by any regulatory authority. 

Both parties agree to: 

• be liable to the other party for direct damages, caused by intent, gross negligence, data protection, confidentiality and intellectual property breaches in connection to the Agreement.  

10 – Confidentiality  

The parties agree to: 

• keep all documents, data and information which the parties became aware of through entering into the Agreement confidential, unless Customer has given express consent to use such information for publication and marketing purposes. 

• ensure that all their respective employees and contractors comply with the obligations of secrecy. 

• only disclose confidential information to third parties on a need-to-know basis for the fulfilment of the Services. 

11 – Intellectual Property 

All of Abilene’s intellectual property is the sole property of Abilene. Customer must not reproduce or use any part of the Services for commercial activities without prior written consent of Abilene. Customer agrees to inform Abilene of any violation or infringement of these intellectual property rights by third parties as soon as it becomes aware of these facts. 

Customer remains the owner of all intellectual property rights to information given to Abilene. 

12 – Data Protection 

Abilene respects and adheres to all applicable data protection laws when providing Services to Customer. Abilene will handle all Customer’s information with due diligence and ensure the information is encrypted and stored on secure systems. At the end of the Agreement, Customer’s information is returned or destroyed. 

Customer authorizes Abilene to use, process and store relevant data for the performance of the Services. 

Abilene cannot be held responsible for the loss of Customer data, as the Customer has an obligation to keep a copy of all relevant information entrusted to Abilene as part of the Services. 

Abilene data privacy policy is available here. 

13 – Non-Solicitation 

Customer agrees to not recruit directly or indirectly any employee of Abilene without Abilene’s written consent. 

The non-solicitation period lasts for the duration of the Agreement, plus 1 year. In case Customer violates the non-solicitation period, Customer agrees to pay a contractual penalty of 1 year’s salary of the solicited employee’s wage as paid by Abilene before solicitation.  

14 – Miscellaneous 

Entire Agreement: The Agreement constitutes the entire agreement, and supersedes all prior agreements, between the parties relating to the subject matter hereof.  

Amendments: All amendments and supplements to the Agreement must be made in writing (incl. electronic text).  

No assignment: Neither party may assign any of its rights, obligations or claims under the Agreement. 

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect. 

Governing Law & Jurisdiction: The Agreement is governed by substantive Swiss law (excl. CISG) and subject to the exclusive jurisdiction of the ordinary courts in Lausanne.