General Terms and Conditions (GTC) of Haussmann Treuhand AG
The present General Tenns and Conditions ('GTC') apply to all current and future services that Haussmann Treuhand AG (the 'Trustee') offers to its clients. The Order Confirmation and these GTC constitute the contractual basis for the performance of trustee services; for the Client. The Parties may make arrangements deviating from these GTC in the Order Confirmation.
2. The basic principles of business relations
The subject of the contract is the activities agreed upon in the individual cases in the Order Confirmation and executed by the Trustee. The Trustee cannot grant any warranty or guarantee for the occurrence of certain economic events or consequences, even if it is acting in an advisory capacity for the Client. For this reason, regardless of the provision of certain work results, the Trustee also cannot make any binding declarations in the form of expectations, forecasts or recommendations with regard to the occurrence of certain results.
Unless dates are expressly agreed upon as a binding assurance, they ane considered a general target.
Opinions, comments, presentations and the like are only binding with a legally valid signature. Interim reports and preliminary work results, whose 'draft-like' character is expressly established or arises from certain circumstances, may differ significantly from the final result and are therefore not binding.
The Trustee may make use of the service provision of suitable third parties; these are also subject to the duty of confidentiality in accordance with Section 6.
Subsequently agreed-upon changes in services may result in an adjustment to the fee.
3. Cooperation with the Client
All information and documents necessary for the proper provision of services shall be transmitted to the Trustee by the Client in an unsolicited and timely manner. The Trustee may assume that the delivered documents and information are correct and complete.
The submitted documents and information shall not be checked by the Trustee for their correctness and regularity.
4. Exchange of digital information
The parties may use electronic solutions for the processing of their services and for communication (email, communication platforms, cloud services and the like). With electronic transmission and storage, data may be intercepted, destroyed, manipulated or otherwise adversely affected as well as, for other reasons, become lost, arrive late or be incomplete. Each party must therefore take reasonable precautions and individual responsibility to ensure error-free transmission, acceptance and storage as well as to detect content-related or technically defective elements.
The Trustee shall take reasonable precautions to ensure that its data processing systems and client data are located in Switzerland or in a secure third-party country, and that the data is adequately protected against loss and theft. The Trustee is free to procure appropriate services from professional third-party providers.
The Trustee may provide the Client with third-party software. The conditions are based exclusively on the information of the software provider. However, the Trustee shall ensure that the software is maintained and updated according to the specifications of the provider. The Client acknowledges that the third-party provider may receive access to its data as part of the maintenance.
The Trustee may charge a user fee for its IT services or levy additional third-party fees.
If the Trustee transfers data via electronic portals on behalf of the Client or, in a similar way, to third parties or authorities, the Client remains responsible for the content of this data.
In all such applications, the Trustee is responsible for the diligent fulfilment of its obligations as well as for compliance with Swiss statutory requirements. It cannot, however, take responsibility for the absolute protection of data and data transmission.
5. Protection and usage rights
All copyright and usage rights to all documents, products or other work results created by the Trustee, as well as the know-how developed or used thereby, remain with the same. The Trustee grants the Client, in each case, a non-exclusive and non-transferable usage right with an unlimited period for the exclusive personal use of the documents, products and other work results entrusted thereto, including the corresponding know-how.
The disclosure of documents, products and other work results or parts thereof, as well as of individual technical assertions by the Client to third parties, is permissible only with the prior express written consent of the Trustee, or if the right to transfer arises from the circumstances.
The Client may use the documents entrusted thereto by the Trustee (in particular, the binding account reporting) only in an unchanged condition or it may share these if authorised to do so. The same applies to products and other work results, provided that their purpose is not for any further processing by the Client.
Any indication to the existing contractual relationship between the parties, in particular within the context of advertising or as a reference, is only permissible with the mutual consent of both parties.
The Trustee is obliged to maintain secrecy with regard to all confidential information of which it becomes aware within the context of client relations.
Excluded therefrom is the disclosure of confidential information that has been authorised by the Client for the necessary preservation of the legitimate interests of the Trustee, provided that respective third parties are subject to an equivalent duty of secrecy, as weil as on account of a court or administrative order. The obligation of confidentiality continues beyond the termination of the contractual relationship. This obligation does not prevent the Trustee from executing equivalent or similar orders for other clients.
7. Fees, expenses aod terms of payment
The fee is specified in the Order Confirmation. Unless expressly agreed upon otherwise, the fee is based on the applicable hourly rates of the Trustee and the actual expenditure of time. Cost estimates are based on the assessment of the works arising by necessity in the future within the context of the order and presuppose the fulfilment of the Client's obligation to cooperate. The starting point of such estimates is the data provided by the Client. Consequently, such cost estimates are not binding for the definitive calculation of the fee. Cost estimates and other information about fees or expenses are exclusive of value added tax.
Subsequent changes to the service content which are required or requested by the Client shall lead to a reasonable adjustment of the fee. The Trustee may request appropriate advance payments for fees or expenses as well as issue interim invoices for the activities performed and expenses incurred. It may make the performance of further activities dependent on the full settlement of the asserted amounts.
Fee invoices and the invoicing of expenses are due for payment after the expiration of the fee invoice payment period.
The Trustee is responsible for diligent order fulfilment in compliance with the requirements of the profession.
The Trustee is liable for damages arising f om its services within the legally mandatory prescribed framework, namely in the case of unlawful intent or gross negligence. To the extent permitted by law, liability is limited to a maximum of twice the annual fee for the order concerned for the negligent violation of its obligations.
If the conduct of the Client is jointly responsible for the damages incurred, the Trustee is exempt from any liability. In particular, incomplete, contradictory or late information and documentation, as well as any information or documentation which is not disclosed, applies as jointly responsible conduct.
9. Warranty of the Trustee
If the production of a work has been agreed upon within the meaning of Art. 363 ofthe Swiss Code of Obligations (Obligationsrecht, OR), the Client is entitled to the rectification of any defects by the Trustee. In case of failure of rectification, the Client may request a price reduction or withdrawal from the contract. Provided that there are further claims for damages, the limitation of liability applies as per Section 8.
10. Dissolution of the contract and its consequences
The contract may be ordinarily terminated by either side at any time in writing and with immediate effect or on the expiration of a given date.
In the event of termination, the services provided until the contract termination date are payable by the Client. The provided services are to be paid by the Client based on the actual time expenditure and the respectively applicable fee rates plus the incurred expenses.
If termination occurs at an inopportune time the terminating party agrees to compensate the other party for the damages which arise thereto through the termination of the contractual relationship at the inopportune time.
In the event of termination that results from conduct by a party which is contrary to the terms of the contract the latter must compensate the terminating party for the damages resulting from the termination.
11. Documents and data
Upon termination of the contractual relationship, the Trustee shall provide the Client with its documents and data in the agreed-upon format. The corresponding services of the Trustee are chargeable. The Trustee is entitled, although not obliged, to retain copies of the Client's documents and data for the purposes of documenting its provided services.
The Client is responsible for the storage of the documents and data as weil as for the compliance with the legal regulations. The Trustee ensures that it shall keep its records and data for ten years.
12. General information
These GTC may be amended by the Trustee at any time. Provided that the Client does not reject the GTC within a period of 60 days after notification, these shall be deemed as approved.
The Order Confirmation as weil as these GTC are subject to Swiss law.
For all disputes arising herefrom, the Parties agree on the domicile of the Trustee as the exclusive place of jurisdiction.
The place of fulfilment is the domicile of the Trustee.