General Terms and Conditions Quantum Leap Consulting AG
1 General Principles / Scope of Application
1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Principal and the Agent (Management Consultant). The version valid at the time of the conclusion of the contract shall be authoritative in each case.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, thus even if no express reference is made to them in the case of supplementary agreements.
1.3 Any General Terms and Conditions of Business of the Principal to the contrary shall be invalid unless expressly acknowledged in writing by the Agent (Management Consultant).
1.4 In the event that individual provisions of these General Terms and Conditions should be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision which comes as close as possible to its meaning and economic purpose.
2 Scope of the Consulting Order / Substitution
2.1 The scope of a specific consulting assignment shall be contractually agreed in each individual case.
2.2 The Agent (Management Consultant) shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Agent (Management Consultant) itself. No direct contractual relationship whatsoever shall arise between the third party and the Principal.
2.3 The Principal undertakes not to enter into any business relationship whatsoever with persons or companies used by the Agent (Management Consultant) for the performance of its contractual obligations, neither during nor for a period of three years after the termination of this contractual relationship. In particular, the Principal shall not commission such persons or companies with such or similar consulting services that are also offered by the Agent (Management Consultant).
3 Duty of the Principal to Provide Information / Declaration of Completeness
3.1 The Principal shall ensure that the organizational framework conditions for the performance of the consulting assignment at its place of business allow the Contractor to work as undisturbed as possible in a manner conducive to the rapid progress of the consulting process.
3.2 The Principal shall also inform the Agent (Management Consultant) comprehensively about previously performed and/or ongoing consultations – also in other specialist areas.
3.3 The Principal shall ensure that the Agent (Management Consultant) is provided with all documents necessary for the fulfillment and execution of the consulting assignment in a timely manner, even without the Agent’s special request, and that the Agent is informed of all processes and circumstances that are of importance for the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances which only become known during the work of the Consultant.
3.4 The Principal shall ensure that its employees and the employee representation (works council) provided for by law and established, if any, are informed by the Contractor (Management Consultant) prior to the commencement of its activities.
4 Safeguarding of Independence
4.1 The contracting parties undertake to be loyal to each other.
4.2 The contracting parties mutually undertake to take all precautions suitable to prevent the independence of the commissioned third parties and employees of the contractor (management consultant) from being jeopardized. This shall apply in particular to offers made by the client for employment or the acceptance of orders on its own account.
5 Reporting / Duty to Report
5.1 The Agent (Management Consultant) undertakes to report to the Principal on his work, that of his employees and, if applicable, that of commissioned third parties, in accordance with the progress of the work.
5.2 The Contractor (Management Consultant) shall be free from instructions in the production of the agreed work, shall act at its own discretion and on its own responsibility. He shall not be bound to any particular place of work or to any particular working hours.
6 Protection of intellectual property
6.1 The copyrights to the works created by the Agent (Management Consultant) and his employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, performance specifications, drafts, calculations, drawings, data carriers, etc.) shall remain with the Agent (Management Consultant). They may be used by the Principal during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Principal shall not be entitled to reproduce and/or distribute the work(s) without the express consent of the Agent (Management Consultant). Under no circumstances shall an unauthorized reproduction/dissemination of the Work give rise to any liability on the part of the Agent (Management Consultant) – in particular, for example, for the correctness of the Work – vis-à-vis third parties.
6.2 Any violation of these provisions by the Principal shall entitle the Agent (Management Consultant) to immediately terminate the contractual relationship prematurely and to assert other statutory claims, in particular for injunctive relief and/or damages.
7 Warranty
7.1 The Agent (Management Consultant) shall be entitled and obligated, regardless of fault, to correct any inaccuracies and defects in its services that become known. The Agent shall inform the Principal thereof without delay.
7.2 This claim on the part of the Principal shall expire six months after the respective service has been rendered.
8 Liability / Compensation
8.1 The Agent (Management Consultant) shall be liable to the Principal for damages – except for personal injury – only in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages attributable to third parties engaged by the Agent.
8.2 Claims for damages by the Customer may only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim.
8.3 The Principal shall in each case furnish proof that the damage is attributable to fault on the part of the Contractor.
8.4 If the Agent (Management Consultant) performs the work with the assistance of third parties and if warranty and/or liability claims arise against such third parties in this context, the Agent (Management Consultant) shall assign such claims to the Principal. In this case, the Principal shall have priority over these third parties.
9 Secrecy / Data Protection
9.1 The Agent (Management Consultant) shall be obligated to maintain absolute secrecy with regard to all business matters of which it becomes aware, in particular business and trade secrets as well as any information that it receives about the type, scope of operation and practical activities of the Principal.
9.2 Furthermore, the Agent (Management Consultant) undertakes to maintain secrecy vis-à-vis third parties with regard to the entire content of the Work as well as all information and circumstances received in connection with the preparation of the Work, in particular also with regard to the data of the Principal’s clients.
9.3 The Agent (Management Consultant) shall be released from the duty of confidentiality with respect to any assistants and substitutes he may use. However, the Agent shall transfer the duty of confidentiality to them in full and shall be liable for their breach of the duty of confidentiality as for his own breach.
9.4 The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship.
9.5 The Agent (Management Consultant) shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Principal shall warrant to the Agent that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the persons concerned.
10 Fee
10.1 The Agent (Management Consultant) shall receive a fee in accordance with the agreement between the Principal and the Agent (Management Consultant). The Agent (Management Consultant) shall be entitled to issue interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. The fee shall be due upon presentation of the invoice by the Agent.
10.2 The Agent (Management Consultant) shall issue an invoice with all legally required features entitling the Agent to deduct input tax.
10.3 Any cash expenses, out-of-pocket expenses, travel expenses, etc. incurred shall be reimbursed additionally by the Principal against invoicing by the Agent (Management Consultant), insofar as this has been agreed.
10.4 If the agreed work is not performed for reasons attributable to the Principal or due to justified premature termination of the contractual relationship by the Agent (Management Consultant), the Agent (Management Consultant) shall retain the right to payment of the entire agreed fee less any expenses saved. In the event that an hourly fee has been agreed, the fee shall be paid for the number of hours that could have been expected for the entire agreed work, less the expenses saved. The expenses saved shall be agreed as a lump sum of 30 percent of the fee for those services which the Contractor has not yet performed by the date of termination of the contractual relationship.
10.5 In the event of non-payment of interim invoices, the Agent (Management Consultant) shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
11 Electronic Invoicing
11.1 The Agent (Management Consultant) shall be entitled to send invoices to the Principal also in electronic form. The Principal expressly agrees to the sending of invoices in electronic form by the Agent (Management Consultant).
12 Duration of the Contract
12.1 This contract shall generally end upon completion of the project.
12.2 Notwithstanding the foregoing, the contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular
– if a contractual partner violates essential contractual obligations or
– if insolvency proceedings are instituted against a contractual partner or if the petition in bankruptcy is dismissed for lack of assets to cover costs.
13.1 The contracting parties confirm that they have made all statements in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.
13.2 Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. Verbal collateral agreements do not exist.
13.3 This contract shall be governed by Swiss substantive law to the exclusion of the conflict-of-law rules of private international law. The place of performance shall be the place of the Contractor’s (Management Consultant’s) professional establishment. The court at the Contractor’s (Management Consultant’s) place of business shall have jurisdiction for disputes.
Copyright © 2023 Quantum Leap Consulting AG. All Rights Reserved.
