Terms and Conditions
GENERAL TERMS AND CONDITIONS OF WECHSLER & PARTNER UNTERNEHMENSBERATUNG AG
These general terms and conditions apply to all services in the form of consulting, mandate and project work, preparation of expert opinions and other activities of the business consultancy Wechsler & Partner Unternehmensberatung AG (“W&P”) for their customers, unless otherwise is required by law (in particular with regard to the execution of statutory audit activities) or otherwise expressly agreed by the parties in writing.
2. General content of the contract
2.1. The object of the contract is the activities agreed in individual cases and to be carried out by W&P and not the guarantee of the occurrence of certain economic or other consequences. For this reason, regardless of the granting of certain work results, W&P cannot provide any explanations in the form of expectations, forecasts or recommendations in the sense of a guarantee regarding the occurrence of such circumstances.
2.2. Dates are considered to be general targets unless expressly agreed as binding assurances.
2.3. Reports, opinions, presentations and the like are binding only upon their legally valid signing. In the case of other results, the obligation shall be adhered to in the same way in a corresponding letter of accounts. Interim reports and preliminary work results, whose design character is explicitly stated or arises from the circumstances, may differ significantly from the final result and are therefore non-binding.
2.4. W&P may use appropriate third parties to provide its services.
2.5. Subsequent changes to the content of services are subject to an appropriate adjustment of the agreed fee.
3. Participation of customers
Kunden haben ohne besondere Aufforderung rechtzeitig alle Informationen und Unterlagen, die für eine ord¬nungsgemässe Erbringung der Leistungen erforderlich sind, der W&P ¬zukommen zu lassen. Die W&P darf davon ausgehen, dass die überlassenen Unterlagen und erteilten Informationen sowie erfolgte Anweisungen richtig und vollständig sind.
4. Exchange of information
4.1. The parties undertake to maintain confidentially regarding the disclosure of any confidential information which they become aware of on the occasion of or in connection with the receipt or provision of services while executing the contractual relationship. All data concerning facts, methods and knowledge which are not generally known or not publicly available in their specific use in the context of the execution of the contractual relationship shall be considered confidential. Excluded from this is the disclosure of confidential information for the necessary safeguarding of legitimate personal interests, insofar as the respective third parties are subject to an equivalent obligation of confidentiality. The obligation to confidentiality shall remain in force beyond the termination of the contractual relationship. The above obligation does not prevent W&P from executing identical or similar orders for other customers while respecting confidentiality.
4.2. The parties may use electronic media such as telephone, fax and e-mail for their communication within the framework of the contractual relationship. In electronic transmission, data may be collected, destroyed, manipulated or otherwise adversely affected, and may be lost for other reasons and arrive late or incomplete. Therefore, each party has to take appropriate precautions under its own responsibility to ensure an error-free transmission or receipt as well as the detection of elements that are deficient in content or technically.
4.3. W&P may process the information which has come to its attention, in particular the person-related data of the customers, or have it processed by the computer systems of third parties. This will also make the information accessible to persons who perform system maintenance and control functions as part of the processing process. W&P shall ensure that the relevant persons are also subject to the obligation to maintain confidentiality.
5. Rights of protection and use
5.1. All intellectual property rights, such as intellectual property rights and licensing rights to the documents, products or other work results produced by W&P in the context of the execution of the contractual relationship, as well as the know-how developed or used in the process, are exclusively owned by W&P, regardless of the cooperation between W&P and the customer.
5.2. W&P grants the customer a non-exclusive and non-transferable right of use for the exclusive use of the documents, products and other work results provided to him, including the respective know-how, on a continuous basis.
5.3. The transfer by the customer of documents, products and other work results or parts of the same and individual technical statements to third parties is permitted only with the express written consent of W&P.
5.4. The customer shall not amend the documents provided to him by W&P, in particular the binding reporting. The same applies to products and other work results, insofar as their purpose does not specifically consist in further processing by the customer.
5.5. A reference to the existing contractual relationship between the parties, in particular in the context of advertising or as a reference, is permitted only with the mutual consent of both parties.
6. Fees and expenses
6.1. In the absence of an explicit determination, W&P's fee shall be determined on the basis of the fee recommendation of the Swiss Fiduciary Chamber.
6.2. In addition to the fee claim, W&P is entitled to reimbursement of expenses incurred and third-party fees. If W&P uses third parties to provide its services, the customer undertakes to pay directly the fee claims and incurred expenses of these third parties upon request and to indemnify W&P from any obligations entered into.
6.3. Cost estimates are based on estimates of the extent of the necessary activities and are compiled on the basis of the data provided by the customer. They are therefore not binding for the final calculation of the fee. Estimates and other details of fees or expenses are exclusive of VAT.
6.4. W&P may demand appropriate advances on fees and expenses as well as submit individual or regular interim invoices for activities and expenses already performed. In the event that an advance payment is requested or an interim invoice issued, W&P may make further activities subject to the full payment of the amounts claimed.
6.5. Fees and bills of expenses must be paid within 20 days to the account specified by W&P.
W&P is liable for deliberate or negligent breach of its obligations. For the negligent breach of their obligations, liability is limited to the extent permitted by law to a maximum of three times the fee for the contract concerned.
If the production of a work has been agreed in the sense of Art. 363 OR, the customer shall be entitled to have any defects remedied by W&P. In the event of failure of the rectification, the customer may demand reduction or withdrawal from the contract. Insofar as further claims for damages exist, clause 7 shall apply.
9. Termination of the contract and consequences thereof
9.1. The contract may be duly terminated by both parties at any time in writing with immediate effect or upon the expiry of a certain date.
9.2. In the event of the ordinary termination of the contract, the customer shall pay the services rendered up to the date of termination of the contract on the basis of the effective hourly cost and the applicable hourly estimates plus the incurred expenses. In addition, W&P is to be held completely harmless by the customer.
9.3. If the ordinary termination occurs at an inopportune moment, the terminating party is obliged to compensate the other party for the resulting damage, if necessary, in addition to the fee claim on the basis of the effective hourly cost and the applicable hourly rates plus the expenses incurred.
9.4. In the event of extraordinary termination due to a party's conduct in breach of contract, the party shall reimburse the terminating party for the damage incurred as a result of the termination, where appropriate, in addition to the fee claim based on the effective hourly expense and the applicable hourly rates plus the incurred expenses.
10.1. This contract is governed by Swiss law.
10.2. The court that has jurisdiction in the place of business of W&P shall have exclusive jurisdiction for all disputes arising from this contract, unless another court has exclusive jurisdiction on the basis of mandatory statutory provisions.