GENERAL TERMS AND CONDITIONS (GTC) of Paterson-Entertainment Inc

1. Scope of application

These General Terms and Conditions are applicable to all business relationships between Paterson-Entertainment Inc (referred to below as «Paterson»), and its clients. Any divergent provisions, in particular the clients' GTC, shall be binding only if they meet the requirement for the written form and if they have been approved in writing by a representative of Paterson who is authorised to sign on Paterson's behalf.

2. Offers

The first offer is deemed to be an offer for guidance purposes and is free of charge. Prices stated in all offers by Paterson shall cease to be binding after 30 days. The offers may not be passed on to third parties without Paterson's written consent.

3. Projects and preliminary studies

Projects and preliminary studies which Paterson develops on the instructions of a client shall remain the property of Paterson, and such materials must not be issued or made accessible to third parties without Paterson's written consent. Paterson reserves the right to bill for projects and preliminary studies according to work performed if the order based thereon is not received by Paterson within three months, or after an agreed period following submission of the proposals by Paterson. Divergent agreements in writing between Paterson and the client are exceptions to the foregoing.

4. Placement of orders

An order may be placed verbally or in writing via fax, e-mail or letter. Paterson will then confirm the order placement in writing. This confirmation will include the present GTC which, failing objection prior to the commencement of work, will be deemed to have been accepted.

5. Conditions of payment

The precise conditions of payment are stated in the offer and the confirmation of order. Unless agreed otherwise, the billed amount is payable strictly net within 30 days of the date of dispatch of the invoice. Any bank charges shall be paid by the party placing the order. In case of long-term projects, Paterson reserves the right to require an advance payment or part payments. As a rule, these will amount to 25% of the total volume and are to be effected following signing of the contract and prior to work commencing. If payments on account have been agreed, Paterson reserves the right to withdraw from the contract or to suspend performance in case of non-payment. The foregoing shall not affect any claims to compensation for damage or loss on the part of Paterson.

6. Reduction or cancellation of orders

If an order is reduced or cancelled after it has been placed, Paterson shall be entitled to payment for the services already performed, but at least 50% of the total fee agreed upon. . In addition, the client must pay in full for all expenses incurred or for all preliminary work undertaken by third parties.

7. Duty of loyalty and trade secrecy

Paterson undertakes to carry out the remit assigned to it with due diligence and in awareness of its responsibilities. Project-related information shall be treated as confidential. The transmission of data between the client and Paterson shall take place at the client's risk.

8. Duty of collaboration

The client shall assist Paterson with providing the agreed services by giving clear and prompt instructions and by forwarding necessary information. Paterson shall bill for any additional expenditure incurred due to a failure to comply with the duty of collaboration on the part of the client. Should Paterson be held liable by third parties as a result of instructions or information on the part of the client (in particular owing to breaches of fair trading law or intellectual property rights), the client undertakes to indemnify and hold Paterson harmless.

9. Third-party services

Unless agreed otherwise, Paterson reserves the right to call on assistance from third parties in order to carry out orders. Paterson is expressly authorised by the client to transfer the handling of business to third parties. Paterson is entitled to buy in services from third parties in the name of the client. Paterson works with selected specialists for services related to production (e.g. advertising materials in the print, TV, radio and online sectors, etc.), proofreading and translation, etc. Work undertaken by third parties is indicated and charged on the basis of separate offers from the relevant companies. Bills shall be addressed to Paterson or directly to the client, as agreed in the confirmation of order.

10. Defects

Paterson shall accomplish the work it has accepted with the greatest care. If the client should nevertheless identify defects, written complaints shall be accepted within a period of up to 7 days after delivery of the work; after this period, the service is deemed to have been accepted.

11. Liability

Paterson shall be liable for errors only in case of demonstrable intent or gross negligence. Paterson shall provide compensation in kind up to the amount of the order value. Under no circumstances shall Paterson be liable for third party services invoiced directly to the client, for consequential damages or loss of earnings.

12. Documentation

Documentation must be handed over to Paterson as evidence of the work it has produced. Paterson shall be entitled to use such documentation as proof of performance of its work and to publish same on its website.

13. Applicable law

Unless agreed otherwise in the confirmation of order, Swiss substantive law shall apply to the contractual relationship. In particular, the Swiss conflict-of-laws provisions are excluded.

14. Place of jurisdiction

The place of jurisdiction for all disputes arising from the legal relationship between Paterson and the client is Zurich.

15. Severability clause /Invalidity of individual provisions

Should a provision of these GTC become ineffective, this shall not affect the validity of the remaining provisions. The court shall replace an ineffective provision with a provision that most closely serves the intent and purpose of the original provision.