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Terms and Conditions

Since 2002, Agility Insights AG, based in Zug, Switzerland, operates the business and hosts the AGILITYINSIGHTS Hub and the Diagnostic.

Agility Insights AG is producer and owner of the AGILITYINSIGHTS Solutions with the Diagnostic and the Systems Approach to management, organisation and work, hence, it is first source of information on its products.

Website: Terms of Use

Agility Insights AG (thereafter "Agility Insights") maintains this website (www.agilityinsights.net) as a courtesy to its customers and partners.

All content, functionality and displays on the website are subject to Swiss copyright law.

Your use of this website is subject to the following Terms of Use.

In addition to the Terms of Use, you agree to the collection and use of your personal information as provided in our Privacy Policy.

Agility Insights reserves the right to terminate access to this website or take other actions to comply with the law or to protect its rights. Any access or attempt to access this website for any unauthorized purpose is prohibited.

General

The content and functionality on the website is provided with the understanding that Agility Insights is not herein engaged in rendering professional advice and services to you. It does not create a legally binding client-supplier (whether as advisor, consultant, coach or trainer) relationship.

Exceptions are (1) the Agility Insights Online Shop with a separate Service Agreement and (2) the use of the Diagnostics with separate Terms of Use.

All content and functionality on the website is provided "as is", without any warranty. The content of this website is not intended in any way to be a substitute for professional advice and should not be relied upon for making decisions and taking action.

Agility Insights and its third party content providers make no warranties to the ownership and content of the website. Agility Insights shall have no liability or responsibility for any information published on linked websites, contained in any user submissions published on the website, or provided by third parties. Neither Agility Insights nor its third party content providers shall be liable for any damages or for lost revenues, profits or business opportunities whatsoever.

Copyrights

All content, functionality and display on the website is the exclusive property of Agility Insights or its licensors. None of the content may be used without the prior written consent of Agility Insights. Agility Insights grants you a non-exclusive, non-transferable license for the terms hereof to access, display and print copies of the content for your personal use, provided that you retain all copyright and other proprietary notices.

Trademarks

Except as otherwise identified, the trademarks, service marks, designs, and logos (collectively, the "Trademarks") appearing on the website, whether registered or unregistered, are the sole property of Agility Insights. Such Trademarks may not be used without the written permission of Agility Insights.

User Postings

You acknowledge and agree that Agility Insights shall own and have unrestricted right to use, publish, and otherwise exploit any and all information that you post or otherwise publish on the website in postings and otherwise. You agree that you shall not post or otherwise publish on the website any information not intended within the sense, purpose and spirit of the website. Agility Insights does not and cannot review all information posted on the website by users and is not responsible for such information. However, Agility Insights reserves the right to refuse to post, modify and remove any information without notice.

Third-party Websites

Links on this website may direct you to other websites. Such linked websites are not under the control of Agility Insights. Agility Insights is not responsible for the information and the display of it on any websites accessible to or from Agility Insights' website.

Agility Insights does not assume any responsibility or liability with respect to any website linked from its website (or any website linking into this website). No person and no website may make a link to this website, whether to its homepage or to any internal page, without the prior written consent of Agility Insights.

Terms of Use for Freely Accessible Online Diagnostic

As a courtesy for web site visitors (users) and clients, Agility Insights offers a freely accessible online Diagnostic.

These services are free for use and do not incur any fees payable by the user.

Users access these tool through links on the Agility Insights website or links that are offered by Agility Insights or its partners via email or via social media contributions.

The use of these functions follows the Website Terms of Use, the Confidentiality Agreement, the Privacy Policy, and the General Terms and Conditions.

The purpose of these diagnostic tools is to offer an optimal user experience for the users and to demonstrate their functionality.

The use of the diagnostic tools is limited to a one-time access.

Participants are not allowed to print, copy or otherwise capture, store, and use the diagnostic questions from the device screen.

Participants agree that their name and email is captured in order to contact them for a conversation of the results.

Participants agree to participate in a 45-minutes web meeting to discuss their results.

This web meeting is normally arranged within 48 hours after the diagnostic information has been submitted by an Agility Insights partner.

The results and insights serve the purpose to demonstrate the functionality of the tool and not for business decisions and actions. In no means arises the duty by Agility Insights for advice, nor has the user the right to demand any rights.

Participants agree that their email is used for marketing purposes, e.g. the newsletter.

The participation in the diagnostic does not conclude a service agreement. It does not include any other duties for Agility Insights and the user.

General Terms and Conditions

Applicability

These General Terms and Conditions apply to the item (Downloads: Publications, Templates), service (Freely accessible web diagnostic tools) and/or seminars (Workshops, Web Meetings), hereinafter referred to as "Products", described on the website (www.agilityinsights.net and its related URL) which you (as "Customer") order from Agility Insights.

By submitting your order to Agility Insights you acknowledge to have read, understood and agreed with these Terms and Conditions.

Scope

Agility Insights executes your specific order according to these Terms and Conditions being in effect at the moment. The Terms and Conditions are subject to change at any time and without prior written notice.

Order

The mere placement of your order does not yet conclude any agreement between you and Agility Insights. The agreement between Agility Insights and you requires the written (or Email) order confirmation. Agility Insights reserves the right at any time after receipt of your order to accept or decline your order for any reason.

Return Policies & Right of Revocation

As a client you can cancel your order within 7 working days of the agreement (Order Confirmation).

However, under no circumstances you are entitled to cancel your order in case the delivered item has been used (e.g. performed the diagnostic, received the diagnostic report, attended a seminar). Agility Insights reserves the right to charge you any additional costs for returned Products.

Prices

The prices shown on the website are not binding to Agility Insights unless price and availability of the Product are expressly confirmed by Agility Insights upon a specific order confirmation.

The prices are any time subject to change at Agility Insights’ sole discretion.

Binding prices, if any, are only the ones indicated in Swiss Francs (CHF).

Payment Method

Payment for the Products will be made on the website by direct credit card payment. For Customers with a Swiss address, orders may be placed by invoice.

To verify and process your credit card payment, Agility Insights uses the services of Paypal (www.paypal.com).

Payment Terms

If the Products are not directly paid by credit card the following applies: Invoices, if any, are due and payable within the time period noted on the invoice measured from the date of the invoice. Customer agrees to pay interest on all past-due.

Product Description

Agility Insights attempts to be as accurate as possible. However, Agility Insights does not warrant that Product descriptions or other content in this site is accurate, complete, reliable, current, or error-free.

Product Development

Agility Insights' policy is one of on-going product update and revision. Agility Insights may revise and discontinue Products at any time. In these cases, clients always recieve the latest version.

Warranty

The Products of Agility Insights are provided on an „as is“ and „as available“ basis without and representations or warranty of any kind.

In no event shall Agility Insights, is officers, directors, owners, partners and employees be liable to customers or anyone else for any damages of any kind, included, but not limited to lost profits, lost earnings, lost savings, lost business, lost opportunities, lost data and other damages and expenses resulting from the use or the inablility to use the Product.

Limited Liability

Agility Insights does not accept liability beyond the remedies set forth herein. Any liability related to the Products and arising out of any kind of legal claim from the customer or any other party is limited to half the amount paid by the customer in a single year.

Not For Resale

Customer agrees and represents that it is buying for its own internal use only, and not for resale unless Customer is an accredited licensee oder Business Partner as reseller.

Assignment

Neither these Terms and Conditions nor any of the assignable or transferable rights or obligations hereunder, as a whole or partially, shall be assigned or transferred by Customer without Agility Insights’ prior written consent. Agility Insights, however, shall any time in its discretion have the right to assign any of its rights or obligations under this Agreement to another partner (e.g. a reseller, a licensee, a partner).

Applicable Law and Jurisdiction

Customer agrees to comply with all applicable laws and regulations. These Terms and Conditions shall be construed, enforced and governed in accordance with the substantive laws of Switzerland without reference to principles of conflicts of laws. The sole place of jurisdiction for any cause or legal action arising out of or relating to these Terms and Conditions or any of Agility Insights' Product's shall exclusively be the Swiss Code of Obligations, and the courts of Zug, Switzerland.

Online Shop Service Agreement

In addition to the General Terms and Conditions and the Privacy Policy for the use of website services, this Service Agreement is specific to the Agility Insights Online Shop.

By ordering services from the Agility Insights Online Shop, clients enter a service contract between Agility Insights and the client.

The order confirmation and invoice specifies the date of purchase [Purchase date], the client address [Client], the service specification [Service], the fee [Fee], and offers the access codes [Access Code] for the website diagnostic tools.

The Service Agreement determines the details of the contractual relationship.

Parties

This Service Agreement is made as of the [Purchase Date] by and between the client and the contractor, Agility Insights AG, a corporation organized and existing according to the laws of Switzerland and having its registered office in Zug (“Agility Insights”).

Contractor:
Agility Insights AG
c/o KD Zug Treuhand AG
Untermüli 7, Postfach 7444
6302 Zug (ZG)
Switzerland
T: +41 44 683 15 95

Client:

Name and address [Client] as per the specific order confirmation.

Agreement

This Agreement is intended to set forth a Mandate according to the articles 394 – 406 of the Swiss Code of Obligations (OR).

Agility Insights shall be counted at all times as an independent contractual partner.

This agreement contains nothing that could give rise to an employment relationship within the provisions of article 319 ff of the Swiss Code of Obligations (OR)

This agreement is valid from the date of purchase through the Agility Insights diagnostic shop.

Service

The contractor shall provide the Client with the Service specified in the attached Scope of Service.

The Contractor guarantees the faithful and careful performance of his/her duties.

The Contractor shall also perform his/her duties under this Agreement with the necessary care, to the best of his/her knowledge and ability in relation to information received from and in accordance with the Scope of Service.

The Contractor shall notify the Client immediately of any circumstances that could endanger the performance of the Agreement.

Fees

Fees are explained in the attached Scope of Service and specified in the Order Confirmation.

The Client shall pay the Contractor a fee for the service.

Expense Report

The Client’s verbal authorization is required for any expense related to the service in excess of 20% of the fee for service.

Invoice

The Contractor shall submit an invoice to the Client with the order confirmation and as specified in the scope of service.

The invoice will cover the Contractor’s fee and any VAT (If applicable) for the service provided.

 The Contractor shall submit a separate invoice to the Client that will cover any expences incurred during the service.

Payment

The Client shall pay the Contractor’s fees before the use of the service by direct credit card payment on the website.

For Customers with a Swiss address, orders may be placed by invoice with fees payable within 30 (thirty) days of the invoice’s date.

The payment shall be made to:

Account: Agility Insights AG
Bank: UBS AG, Paradeplatz 6, Postfach, 8098 Zürich
IBAN No: CH92 0020 6206 2058 8301 B
Swift: UBSWCHZH80V

Confidentiality

Both parties shall treat any information exchanged about their business activities, and the contents of this agreement with confidentiality.

The specific Confidentiality Agreement between the Contractor and the Client is part of the Scope of Service.

Ownership of Intellectual Property Rights

The copyright to all Client specific work produced by Agility Insights, either by the Agility Insights consultants or in co-operation with others on the performance of or in connection with the contractual duties as a whole (including modifications and distribution rights) and in relation to all forms of use or application, belongs exclusively to the Client and is herewith assigned in its entirety to the Client.

Agility Insights in return shall be allowed to use the materials (e.g. presentations, articles, speeches) and the models (e.g. methodologies, processes, structures) developed and produced by Agility Insights in connection with the client mandate in the areas of Diagnostics, Management, Organization, Communications, Workshops, Moderation, Mentoring.

The right of use shall not extend however to any Client specific data or information, which shall be eliminated from any material and models Agility Insights may wish to keep for further use not later than upon termination of the assignment.

The right of use shall be subject to the confidentiality obligation under this agreement and shall never be exercised in a manner that could directly or indirectly harm the interests of the Client or any of its employees.

Liability

The Contractor shall not be liable for any damages resulting from any aspect of the service and the Client unconditionally and irreversibly waives all its rights against the Contractor in this regard.

Client Reference

The Client agrees to publishing its company name and client reference on the Agility Insights website.

Assignments

Without prior written consent of the other party neither party is entitled to assign this agreement or any rights arising from this agreement to third parties.

Warranty and Indemnification

Both parties undertake promptly to notify the other party in writing of any claim that is threatened or brought against it in connection with this agreement arising out of the infringement of any Swiss intellectual property rights (patent rights, copyright or trademark rights). In addition, both parties agree not to act or settle any such claim themselves or through a third party without the other party’s written consent.

The Contractor agrees to indemnify, hold harmless and defend the Client in any proceedings or arbitration brought against the Client resulting from any allegation that the deliverables provided by the Contactor under this agreement infringe any Swiss intellectual property rights (patent rights, copyright or trademark rights).

Force Majeure

No liability shall result from the non-performance of any obligation of this agreement caused by circumstances beyond the control of the non-performing party such as, but without prejudice to the generality of the foregoing, fire, flood, health, act of God, war, governmental interference, embargoes (hereafter “Force Majeure” for that period commencing from the time at which notice of the existence of the Force Majeure has ended or would have ended had the non-performing Party taken those steps which it could reasonably have been expected to take in order to overcome the Force Majeure.

If the event of Force Majeure prevents or delays the performance of one of the party’s obligations for more than six months, and failing agreement between the parties on an extension or postponement of the contractual periods of time or dates, then the other party may terminate the agreement, without prejudice to all its rights of claiming or recourse hereunder.

Miscellaneous

The agreement constitutes the entire understanding between the parties and may not be modified except by agreement in writing, signed by both parties.

A possible partial nullity shall not entail the nullity of this present agreement as a whole. Parts of this agreement, which may be null and void be replaced by arrangements which constitute the nearest approach to the purpose and intention of this agreement.

Failure of either party at any time to require performance of any provisions of this present Agreement shall not affect the right to require full performance thereof at any time thereafter.

Applicable Law and Jurisdiction

This service agreement and all questions, arguments and claims based on or influenced by this agreement, particularly regards genesis, validity and interpretation of this agreement, shall exclusively be governed and construed in accordance with the laws of Switzerland. The courts of the Canton of Zug shall have exclusive jurisdiction.

Scope of Service for Online Shop Orders

Service Category

SOLUTIONS FOR DIAGNOSTIC MENTORING

Service Description

Diagnostic services may include as specified in the Online Shop product description the following:

DIAGNOSTIC: Instant access to a specific diagnostic tool with multiple questions through the website for a specified number of participants,

EXECUTIVE BRIEFING: Personal briefing by a certified partner via Web Meeting at a mutually acceptable time for the responsible executive on the diagnostic results with guidance on interpretation,

RESULT REPORT: Individual PDF document with narrated diagnostic results.

Service Specification

Services as performed in line with specifications in the Online Shop and as confirmed in the order confirmation and invoice email.

Fee for Service

Fee: Including VAT (as required) as shown in the Online Shop and confirmed in the order confirmation and invoice email.

Currency: CHF (Swiss Francs) or USD (US Dollars), EURO (Euro) as selected in the Online Shop.

Terms: Payable upon purchase.

Expenses: Expenses for travel and accommodation as demanded and agreed upon by the client will be invoiced separately.

Timing

This Service Agreement starts on the purchase date and ends, when the specified services have been deliverd.

Service Agreement

This service will be provided in line with the Service Agreement between Agility Insights and the Client dated on the day of purchase, the general Term and Conditions, the Letter of Confidentiality, and the Privacy Policy.

Letter of Confidentiality

Agility Insights (hereinafter referred to as “the Contractor”) has agreed to provide services for the client (“Client”) according to the Service Agreement and Scope of Serivce as per purchase date. These services notably consist of diagnostics, result reports and advice and are subject to this Confidentiality Letter as set forth below:In connection with the provision of the services for the Client, the Contactor will have access to certain non-public, proprietary information and business secrets relating to the Client and its subsidiaries and/or branches.

The Contractor agrees not to disclose any Confidential Information to any third party without the prior written consent of the Client. The Contractor shall use such Confidential Information solely for the purpose of the provision of the services to the Client. The Contractor may disclose Confidential Information to such directors, officers or employees of the Contractor who need to know the information in order to carry out the services. The Contractor represents that his/her employees or collaborators are apprised of and instructed in her duties of confidentiality towards the Client.

The term Confidential Information within this letter shall mean all information and internal documents relating to the Client, its affiliates, subsidiaries, and business associates, which the Contractor is provided with (whether verbally or in writing) or which he/she gains knowledge of during the provision of the services for the Client. The term Confidential Information shall however not include such portions of information which are generally available to the public or which become available through a third party lawfully and without breach of a confidentiality obligation.

All records, notes, documents and other tangible information supplied by the Client to the Contractor in connection with the services and all copies, reprints, reproductions or translations thereof made by the Contractor will be returned, by the Contractor, to the Client.

The Contractor, based on the nature of his/her assignment, is also considered an “insider” under the Client’s Dealing Code and will be subject to the requirements for dealing with the Clients securities.

This Letter and all questions, arguments and claims based on or influenced by this Letter, particularly regards genesis, validity and interpretation of this Letter, shall be solely governed and construed in accordance with the laws of Switzerland. The Courts of the Canton of Zug shall have exclusive jurisdiction.

Zug, 1. Mai 2020 / Version: 1. Mai 2020

The AGILITYINSIGHTS Team