Terms and Conditions (GTC)
1. PURPOSE AND SCOPE:
1.1 These General Terms and Conditions apply to all services provided by Schuler Consulting GmbH to its customers, unless otherwise agreed in writing or legally required.
1.2 By placing an order, the client acknowledges these General Terms and Conditions of Schuler Consulting GmbH. They constitute an integral part of all offers and order confirmations of Schuler Consulting GmbH and take precedence over any general terms and conditions of the client.
1.3 Schuler Consulting GmbH reserves the right to change these terms and conditions at any time. The current version will be published on www.schulerconsulting.ch and takes effect upon publication.
2. SUBJECT, FORMATION, AND SCOPE OF THE CONTRACT:
2.1 The assigned task determines the content, scope, and execution of the services. The order is generally agreed upon separately and in writing. Schuler Consulting GmbH may involve employees, external consultants, or third parties to fulfill the order (right of substitution).
2.2 The services to be provided as agreed in the order by Schuler Consulting GmbH are binding. Guarantees regarding specific economic or other consequences are excluded unless expressly agreed otherwise in writing. Timeframes are considered general target guidelines unless explicitly set as binding. Changes to the scope of services are subject to an appropriate adjustment of the fee.
3. CLIENT'S PARTICIPATION:
Clients are obliged to provide timely all information and documents necessary for proper service provision to Schuler Consulting GmbH without specific request. Schuler Consulting GmbH assumes that transmitted documents and information are correct and complete. An examination will only occur if explicitly agreed in writing.
4. EXCHANGE OF INFORMATION:
4.1 Both parties commit to confidentiality regarding all confidential information received in connection with the order. Confidential are data, methods, and knowledge not generally known or publicly accessible. Exceptions require written consent or serve to protect legitimate interests.
4.2 Communication may occur electronically. Both parties take adequate precautions for secure transmission.
5. INTELLECTUAL PROPERTY RIGHTS:
All intellectual property rights to documents, products, and work results remain with Schuler Consulting GmbH. The client receives a non-transferable right of use. The transfer to third parties requires written consent.
6. DELIVERIES BY SCHULER CONSULTING GMBH:
Deliveries are considered made when they are sent to the last known address of the client or held as instructed.
7. FEE, EXPENSES, PAYMENT TERMS:
7.1 The fee is individually agreed upon for each specific order. If not otherwise apparent from the agreement, a fee of CHF 130.00 per hour applies. Any applicable value-added tax will be charged additionally. Travel expenses are considered working hours. Schuler Consulting GmbH is entitled to reimbursement of expenses and third-party fees. The client undertakes to directly settle fees and expenses of third parties if Schuler Consulting GmbH uses third parties.
7.2 Cost estimates are non-binding. Objections to invoices must be raised in writing within the payment period. In the absence of objections, the invoice is considered accepted.
7.3 If necessary, Schuler Consulting GmbH can request reasonable advances or interim invoices and suspend the provision of further services until payment is received.
7.4 The client's right of set-off is excluded. Late payment incurs reminder fees, and default interest is set at 5%.
7.5 Asserting claims releases Schuler Consulting GmbH from confidentiality and professional secrecy obligations.
8. OBJECTIONS, LIABILITY, AND FORCE MAJEURE:
8.1 Objections regarding the order must be reported immediately. Schuler Consulting GmbH should be given the opportunity for rectification.
8.2 Schuler Consulting GmbH is only liable to the client for unlawful intent and gross negligence. The client must prove the existence of unlawful intent or gross negligence to derive a claim.8.3 This limitation of liability also applies to all persons to whom Schuler Consulting GmbH has delegated the execution of business matters.
8.4 In case of substitution, Schuler Consulting GmbH's liability is limited to the proper selection, instruction, and supervision of the third party.
8.5 Email communication with Schuler Consulting GmbH occurs over public, non-specifically protected data transmission networks. Schuler Consulting GmbH disclaims any liability for damages resulting from transmission errors, technical defects, disruptions, or interventions in the facilities of network operators.
8.6 The liability limitations stipulated in sections 8.4 and 8.5 also apply to the selection of computer programs and applications (such as cloud solutions) used by Schuler Consulting GmbH.
8.7 In case of damages, Schuler Consulting GmbH's liability is limited to three times the paid annual fee. This also applies in the case of substitution.
8.8 In the event of force majeure, the party unable to fulfill its contractual obligations due to force majeure is not liable for damages to the contracting party in any way. It is released from its contractual obligations as long as the force majeure continues. If force majeure persists for more than one year, the party unaffected by force majeure is entitled but not obligated to terminate the contract with written notice.
9. TERMINATION OF THE ORDER:
9.1 The order ends upon fulfillment, expiration, or termination.
9.2 Both parties can terminate in writing with immediate effect or at a specific date. In the case of ordinary termination, services provided until termination must be remunerated.
9.3 Premature termination by the client is considered untimely termination, with corresponding claims for damages.
9.4 In case of death, declaration of disappearance, or incapacity of the client, the order remains valid. In the event of bankruptcy, the order expires upon revocation or termination by Schuler Consulting GmbH or the authorities.
10. STORAGE AND RELEASE OF WORK RESULTS AND DOCUMENTS:
10.1 Schuler Consulting GmbH retains documents for 10 years. The client is requested to collect them. The obligation expires prematurely if the client has been requested to collect and does not do so within 6 months.
10.2 Fees and expenses must be settled before release.
11. APPLICABLE LAW AND JURISDICTION:
11.1 This contract is governed by Swiss law.
11.2 Place of performance and exclusive place of jurisdiction is Zurich. Schuler Consulting GmbH has the right to bring legal action against the client at their domicile or registered office.
12. VALIDITY RESERVATION:
If one of these clauses is declared invalid, the other provisions of the General Terms and Conditions remain unaffected. The invalid provisions are to be replaced by economically equivalent, lawful provisions.
Effective Date of these General Terms and Conditions: March 1, 2024.