General Terms and Conditions (GTC) version 18.04.2014
for Advisory/Consulting Services provided by
thuersam· management system consulting - services
§ 1 Scope
1. Application:
These GTC set by thuersam· management system consulting - services (hereinafter referred to as msc-services) shall apply to all contractual relationships with clients in connection with adviso-ry/consulting services by msc-services and are considered part of the contract, unless otherwise agreed in an individual agreement in writing. The GTC also apply to future business relationships with customers without msc-services have to refer separately to their validity for each individual contract with this customer. Opposing or deviating conditions of the customer shall not be accepted unless this was previously expressly agreed in writing.
2. Framework Character:
The GTC are designed as a framework agree-ment. Any individual agreements take precedence over the present GTC.
§ 2 Scope of Services
1. General:
msc-services provides on the basis of separate agreements consulting services in connection with the customized development, implementation, review and implementation of management systems, and the training of customer employees.
2 . Individual Order:
The specific scope of a contract is resulting from the offer of msc-services, respectively, the order confirmation. Later deviations of the offer must be agreed in writing.
3. Review of Project Goals:
It is up to the customer to verify compliance with the laid down project goals regularly. The form of project documentation is jointly to be deter-mined by the msc-services and the customer.
4. Provision of Services:
The provision of services is ensured by msc-services. msc-services are entitled to call upon agreement with the customer, third party or third-party companies to provide the service. In general, msc-services, determined at appropriate extent of services to be provided, as the exclusive contact for the customer.
5. Time Values:
The time value specified in the offer/order confirmation serves only as an estimate. Overruns may arise during the service delivery and the customer is to be notified immediately, once foreseeable that they represent more than 10% of the total time estimate.
6. Verification of Results:
The customer shall check services provided directly after their completion according to their compliance with given contractual details. Any defects must be notified immediately in writing to msc-services. msc-services may require the customer to confirm the correct delivery of services for sub-projects or completed parts of services.
§ 3 Remuneration
1. Billing as per Time Used:
If no other compensation was agreed in the individual contract, the services of msc-services are billed on a time basis, i.e. to be paid by the hour or day rates plus expenses and VAT. Their height is determined by the corresponding offer, respectively, by the published tariffs of msc-services at the time of placing the order.
2. Fixed Amount and Cost Ceiling:
In case a fixed amount or a cost ceiling for compensation was agreed, all work that is not explicitly stated as included as separate services in the individual agreement is to be paid additionally.
3. Expenses:
Business, respectively, project-related expenses are where not otherwise agreed in the individual agreement, and not included in the cost will be billed separately. Larger expenses (e.g. air travel, hotel accommodation) are to be approved in writing by the customer in advance (by email possible). Expenditure on food (food and drinks) is not considered as expenses.
4. Working Hours:
msc-services provide their services during normal office hours (between 06:00 to 12:00 / 13:00 to 20:00) outside the statutory holidays from Monday to Friday. The normal working hours are 8 hours per day. If the customer requires a service provision outside normal office hours, a surcharge of 25% is applied to the agreed applicable rates. Travel time of more than one hour each way is generally considered as work time.
5. Billing:
Billing is usually on a monthly basis. If there is less long lasting in scope or smaller projects the billing is done after the completion of the contract, i.e. after completion of the work by msc-services. Expenses are to be reimbursed by the Customer on proof of cost.
6. Terms of Payment:
The invoice amount is due within thirty (30) days of the invoice without any deductions. If payment of due invoices is delayed, msc-services may refuse the execution of other due services.
7. Offsetting:
Offsetting against counterclaims of the customer is excluded.
§ 4 Service Quality, Poor Performance
1. Quality:
msc-services are liable for timely and proper service delivery, but not for a targeted economic or other success by the customer. The services are provided by msc-services with due care and in accordance with the standard in force in the industry.
2. Corrective Action:
Defects or other breaches of duty in service de-livery by msc-services are corrected, at discretion of msc-services, either by correction or re-performance. If a defect-free performance will not succeed even after two attempts, the customer has the right to reduce the price or withdraw from the contract. Already rendered services are appropriately compensated.
3. Limitation of Claims:
Where permitted by law, claims for defects or other breaches of duty by msc-services are barred after one year.
§ 5 Liability
1. Limitation of Liability:
The liability of the msc-services is, as far as legally permissible, limited to intent and gross negligence. Any liability for assistants is excluded.
2. Negligent Violations:
In case of negligent breach of their contractual obligations, msc-services accept liability only if an obligation is violated, where compliance of which is of particular importance to the contract purpose. In case of breach of such an obligation msc-services is only liable for those damages which might be typically expected in the context of such service delivery.
3. Consequential Damages:
Liability for third party and consequential dam-ages (lost profits, business interruptions, loss of earnings, etc.) is excluded to the extent legally permissible.
4. Data Loss:
msc-services shall not be liable for any loss of data, which have been left by the customer to provide the service.
§ 6 Customer Responsibilities
1. Infrastructure:
On request of msc-services the customer has to provide the necessary premises, the necessary equipment as well as the information and documents necessary to provide the service.
2. People:
If the involvement of customer or third party employees is necessary to deliver the service, the customer is responsible for the appropriate qualification of such persons.
3. Violations:
If the customer violates the duty to cooperate, msc-services may suspend or terminate the further service provision. Already rendered services are adequately remunerated.
§ 7 Confidentiality
Both parties are required to keep information about the other party, which they acquire during the execution of the contract confidential, and to take all reasonable precautions to protect such classified information and documents from unauthorized forwarding, reproduction or use. Information and documents which are generally known to third parties, which have been lawfully obtained from third parties, which were made generally available by third parties without breach of confidentiality agreements, which were proven to have already been known or independently developed by either party prior to receipt of such confidential documentation form the other party shall not be regarded as confidential.
§ 8 Copyrights
msc-services will own all intellectual property rights (e.g. copyrights, patents, utility models an others) that are resulting in connection with the service delivery. The customer will be given
royalty-free, worldwide, non-exclusive, non-transferable rights for his own use.
§ 9 Cession
Cession of customer claims and rights against msc-services is not permitted without their prior written consent.
§ 10 Severability Clause
Should individual terms of these GTC be ineffective or lose their effectiveness due to later circumstances or should a loophole emerge in this Agreement, the legal effectiveness of the other provisions is not affected. The invalid contractual provision shall be replaced or the loophole filled by an appropriate provision which comes as close as possible to what the parties to the Agreement would have wanted, had they considered the point.
§ 11 Place of Performance, Place of Jurisdiction, Applicable Law
1. Place of Performance:
Place of performance in general is the domicile of msc-services, in case of necessary activities on site at the customer’s location the place where such services are provided.
2. Place of Jurisdiction:
The exclusive place of jurisdiction is the registered office of msc-services. However, msc-services may claim their rights at the place of the customer. The responsibility in such cases would be with the general courts.
3. Applicable Law:
The contractual relationship from these GTC is subject to Swiss law with the exclusion of (i) inter-national agreements and (ii) conflict-related standards.
