1 Preamble

 

1.1 project 8 consulting gmbh (hereinafter referred to as «contractor») provides management services for its customers (hereinafter referred to as «client») in the areas of project management, change management and innovation management.

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1.2 Due to the nature of this activity, a special relationship of trust is established between the client and the contractor. These General Terms and Conditions aim to create a secure and reliable basis for mutual trust through open, balanced and fair regulations.

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2 Applicable Law

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2.1 The legal relationships between the customer as the client and the contractor are based on:

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• The concluded contract

• These General Terms and Conditions

• Swiss law.

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2.2 Subject to the mandatory provisions of Swiss law, this order is definitive insofar as individual provisions contradict each other.

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3 Responsibility of the contractor

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3.1 The contractor renders its services

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• to the best of its knowledge and ability to fulfil the intentions of the client,

• within the contractually stipulated scope and

• within the scope of the agreed fee.

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3.2 The contractor performs its activity as a person of trust for the client and assumes the associated special responsibility. It accepts no benefits of any kind from third parties, such as entrepreneurs or suppliers, and is only paid for its services by the client.

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3.3 The contractor acts responsibly with respect to the public, the legitimate interests of third parties and the environment. In its role as intermediary between the client on the one hand and entrepreneurs and suppliers on the other hand, its behaviour is guided by the principles of honesty and fairness.

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4 Powers of representation of the agents

 

4.1 The contractor represents the client in a legally binding manner vis-à-vis third parties, such as authorities, entrepreneurs and suppliers, insofar as activities are concerned that are usually directly related to the processing of orders.

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4.2 The contractor seeks the instructions of the client in respect of legal arrangements or orders that have relevant effects in terms of time, quality or cost.

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4.3 As a rule, the client does not issue direct instructions to third parties. Should this be the case, the client shall inform the contractor immediately. The contractor informs the client of the consequences of its instructions and advises against inappropriate orders. 

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5 Rights to work results

 

5.1 Upon payment of the fee, the client has the right to use the work results of the contractor for the agreed purpose. Any use extending beyond the scope of the order is not permitted so that the advance performance and know-how of the contractor is protected.

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5.2 The intended purpose of the work results is described in the contract between the client and the contractor. In individual cases, the adequacy of the fee is used in addition to the text of the contract as a decisive criterion for assessing the intended use.

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5.3 The contractor retains property rights to its work unless expressly provided otherwise in the contract. The property rights to work results that have been developed jointly by the client and the contractor are held collectively by both contractual partners. The term «property rights» covers, in particular, copyright and the right to further use and exploitation of the work results. However, the provisions of Section 7 (Duty of confidentiality and allegiance) remain reserved.

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5.4 The contractor shall only publish its work with the express consent of the client and with due regard for its interests. On the other hand, corresponding publications by the client likewise require the consent of the contractor. The role of the contractor is worthy of appropriate mention in this case.

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6 Liability of contractor

 

6.1. The contractor is liable for damage caused by it or by a third party it has commissioned arising from the contractual relationship, provided the third party is not an auxiliary person and if the client can prove that the contractor or the commissioned third party caused the damage intentionally or through gross negligence. The exemption from liability based on Art. 399 (2) of the Swiss Code of Obligations (OR) remains reserved. Any liability for slight negligence is excluded. All liability is waived when using auxiliary persons.

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6.2. All liability on the part of the contractor is excluded:

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• For orders from the client, which the client insists on despite being advised against, as well as for instructions that the client issues directly to third parties;

• For services and deliveries by third parties that have a direct contractual relationship with the client;

• For financial losses arising from the exceeding of cost estimates or non-compliance with time limits and/or deadlines.

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6.3. Furthermore, within the scope of what is legally permissible, any liability for lost profits and for damage resulting from data loss is waived. Any complaints that may lead to the assertion of liability claims against the contractor must be reported to the contractor in writing without undue delay.

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7 Duty of confidentiality and allegiance

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7.1 All order-related records, such as studies, planning documents, reports, calculations etc., which the client and contractor exchange with each other, may only be used by the recipient within the scope of the contractually agreed order and must be treated confidentially. If the transfer of such documents to third parties is required to fulfil the order, this provision must also be imposed on these third parties.

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7.2 If, when preparing or executing the order, a contractual partner becomes aware of facts that it knows or must assume under the circumstances that the other contractual partner intends to keep secret from third parties, it is also obligated to maintain the confidentiality of such facts beyond the termination of the contractual relationship.

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8 Fees

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8.1 The fee is regulated in the contract between the client and the contractor. The payment period is 30 days. No discount is granted.

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8.2 Ancillary costs are to be paid in addition to the agreed fee. Unless agreed otherwise, the ancillary cost regulation according to Section 9 (Ancillary costs) applies.

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8.3 Any offsetting is excluded.

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9 Ancillary costs

 

9.1 A flat rate of 8% of the fee volume (excluding VAT) is charged for ancillary costs within Switzerland.

 

9.2 The ancillary costs include the following services:

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• All travel costs by public transport (including taxis) within Switzerland;

• Travel costs by car up to a distance of 50 km per day;

• Meal allowances;

• Project/work materials;

• Administrative and documentation costs.

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9.3 Travel costs by car for distances of more than 50 km per day will be charged at CHF 0.80 per km based on the distance actually covered from kilometre 51.

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9.4 Other travel costs (e.g. flight costs) will be invoiced according to actual expenditure, while observing the principle of proportionality at all times. The following applies in this respect: overnight stays in a mid-range hotel, travel by plane in Europe in economy class and outside of Europe in business class, train travel in 1st class;

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9.5 Air travel and trips abroad require the approval of the client.

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9.6 Arrangements are made for extraordinary expenses on a case-by-case basis, in which case, as a rule, the original costs of the contractor are to be reimbursed.

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10 Withdrawal and termination

 

10.1 If the client withdraws from the order, it must pay the contractor the fee for the services provided up to the point of withdrawal and also reimburse all ancillary costs incurred up to that point.

 

10.2 If the client withdraws at an inopportune time and the contractor is not at fault for the withdrawal, it shall be entitled to compensation for the proven damage, but at least 10% of the fee for the withdrawn part of the order.

 

10.3 If the contractor terminates the contractual relationship, it is entitled to the fee and the proven ancillary costs for the services provided up to that point. If the termination occurs at an inopportune time, the client is entitled to compensation for the proven damage.

 

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11 Adjudication of Disputes

 

11.1 The exclusive place of jurisdiction for the adjudication of disputes between the contracting parties is Zug, Switzerland.

 

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Dated: February 2023