General Terms and Conditions of Mandelz Consulting (GTC)
1. Scope
These General Terms and Conditions (“GTC”) apply to the entire business of Mandelz Consulting (hereinafter the “Company”). The company provides an independent, professional consulting service that supports executives and organizations in achieving their corporate purpose and goals. In particular, in the areas of strategy, innovation, human resources, marketing, sales and communication, as well as the provision of services in the areas of management consulting, new technologies, digitalization and M&A.
2. Contract conclusion
The conclusion of the contract comes about by acceptance on the part of the Client of the Company’s offer regarding the supply of services. The Contract is concluded in any case when the Client makes use of the services offered by the Company.
3. Prices
All prices are in Swiss Francs (CHF), unless otherwise stated in an offer. All prices are exclusive of applicable value-added tax (VAT) and exclusive of other applicable taxes. The Company reserves the right to change prices at any time. The prices valid at the time of conclusion of the contract apply. If a commission has been agreed, this will be owed on fulfilment of the obligations by the Company. Whether the end client pays the Client has no influence on the origination and due date of the commission, the relevant factor is the fulfilment of obligations by the Company.
4. Payment
The Company offers the Client the following payment options: Invoice. The Client is obliged to pay the invoiced sum within 20 (twenty) days from the invoice date. If the
invoice is not paid within the aforementioned payment period, the Client will be cautioned. If the Client does not pay the invoice within the set warning period, he automatically falls into arrears. From the time of default, the Client shall be liable for default interest of 5% (five percent). The Company reserves the right to demand advance payment at any time, without giving reasons. Offsetting of the invoiced amount against a possible demand by the Client against the Company is not permissible. The Company has the right to refuse delivery or service in case of default of payment.
5. Obligations of the Company
Unless otherwise agreed, the Company fulfils its obligation by providing the agreed service. If no further provisions are agreed, the place of performance shall be the registered office of the Company. The Parties shall have the express right to contract auxiliary persons to assist in the performance of their contractual obligations. They have to ensure that the contribution of the assistant complies with all compulsory statutory provisions and any collective agreements.
6. Duties of the Client
The Client is obliged to immediately make all arrangements necessary for the provision of the service by the Company. The Client has to make the necessary arrangements at the agreed place at the agreed time and at the agreed rate. Depending on the circumstances, this includes the provision of suitable information and documents for the company.
7. Prohibition of headhunting and employment
The Client may not headhunt or hire his employees or other auxiliary persons on his own account or on behalf of a third party without the express written consent of the Company. Even after the termination of the contractual relationship, the Client is prohibited from directly or indirectly employing staff or other assistants of the Company, in any way. This prohibition is valid until one year after the termination of the Contract and is limited to the area of activity of the respective employee or auxiliary employee.
8. Withdrawal
Both Parties have the right to withdraw from the contract at any time. The expenses already incurred shall be paid to the other Party in full. If cancellation occurs at any time, any claims for damages shall be reserved.
9. Guarantee
The Company guarantees to carry out the agreed services in the usual industry quality, and it guarantees the faithful and careful execution of the orders.
10. Liability
The liability for any indirect damages and damages caused by a defect is excluded in its entirety. Liability for direct damages is limited to the contractual sum. This limitation of liability does not apply to direct damage caused by gross negligence or intention. The Client is obliged to report any damage to the Company immediately. Any liability for assistants is excluded in full.
11. Intellectual property rights
All rights to the products, services and possible brands belong to the Company or entitlement to their use has been granted by the owner. Neither these GTC nor associated individual agreements have as their object transference of any intellectual property rights, unless otherwise explicitly mentioned. In addition, any further use, publication and making available of information, images, text or other items which the Client receives in connection with these provisions is prohibited, unless explicitly approved by the manufacturer. If, in connection with the Company, the Client uses content, texts or pictorial material to which third parties have a property right, the Client must ensure that no third-party proprietary rights are infringed.
12. Data Protection
The Company may process and use the data included in the Contract to fulfil the obligations under the Contract. The Company takes the measures necessary to secure the data according to the legal regulations. The Client agrees fully to the storage and use of his data by the Company in accordance with the Contract and is aware that the Company is obliged, on the order of courts or authorities, to disclose Client information to them or to third parties. The Company may use the data for marketing purposes if the Client has not expressly prohibited this. The data necessary for the performance of the service can also be passed on to authorized service partners or other third parties.
13. Amendments
These Terms and Conditions may be amended by the Company at any time. The new version enters into force 30 (thirty) days after notification by the Company. The version of the GTC in force at the time the contract fundamentally apply, unless the Client has agreed to a newer version of the Terms and Conditions.
14. Precedence
These Terms and Conditions take precedence over all prior regulations and contracts. Only provisions from individual contracts which further specify the provisions of these General Terms and Conditions have precedence over these General Terms and Conditions.
15. Severability clause
Should a provision of this Contract or an annex thereof be or become invalid, the validity of the Contract shall otherwise remain unaffected. The Contractual Parties shall replace the invalid provision with a valid provision that most closely approaches the intended commercial purpose of the invalid provision. This also applies to any contractual loopholes.
16. Confidentiality
Both Parties, as well as their assistants, undertake to maintain confidential all information which has been submitted or appropriated in connection with the services. This obligation shall continue to exist even after the termination of the Contract.
17. Force majeure
If the timely fulfilment by the Company, its suppliers or third parties is impossible due to force majeure such as natural catastrophes, earthquakes, volcanic eruptions, avalanches, storms, storms, wars, unrest, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or damage to the reactor, illness, accident and unforeseeable circumstances, the Company shall be exempted from the fulfilment of the duties concerned during the period of force majeure as well as a reasonable start-up time after the end of the period. If force majeure lasts longer than 90 (ninety) days, the Company may withdraw from the Contract. The Company must reimburse the Client in full for any already paid fees. Any further claims, in particular claims for damages due to force majeure, are excluded.
18. Agents and sales partners
The Client acknowledges that all sales partners or agents are independent and thus independent of the Company and that any potential claims must be directly asserted against them. The Company is in no way liable for any breaches of contract by any agents or distributors.
19. Applicable law / jurisdiction
These General Terms and Conditions are governed by Swiss law. Unless inconsistent with mandatory statutory provisions, jurisprudence is the seat of the Company. The Company is free to submit a claim to the registered office of the defendant. The United Nations Convention on Contracts for the International Purchase products (SR 0.221.221.1) is explicitly excluded.