GENERAL TERMS AND CONDITIONS
TREUHAND- UND VERSICHERUNGSCENTER GMBH
below referred to as Berner Temporär.
These terms and conditions apply to all services in the form of consulting, project management, drafting reports and other activities of Berner Temporär for its clients, unless otherwise required by law in isolated cases (in particular with regard to performing legal audit activities to be observed) or otherwise expressly agreed in writing by the parties.
b) General content of the contract
The contract covers the activities agreed in individual cases and carried out by Berner Temporär and not the guarantee for the occurrence of certain economic and other consequences. For this reason, Berner Temporär notwithstanding the provision of certain work results may also make no statements in the form of expectations, forecasts or recommendations intended as a guarantee with regard to the occurrence of appropriate conditions.
Date information should be considered as general targets, unless they are expressly agreed as binding warranties.
Opinions, statements, presentations and the like are binding only with their legally binding signature. For other work results liability should be recorded in the same way by a corresponding letter of completion. Interim reports and preliminary work results, whose draft quality is explicitly stated or result from the circumstances, may differ significantly from the final result and are therefore not binding.
Berner Temporär may use its services with appropriate third parties. Subsequent changes to the service contents are subject to appropriate adjustment of the agreed fee.
c) Client cooperation
The Client has to send to Berner Temporär without special request all information and documents which are necessary for the proper performance of services. Berner Temporär shall assume that the submitted documents and information provided and statements made are correct and complete.
d) Exchange of information
The parties agree to non-disclose any confidential information they obtain during or in connection with providing or receiving services during the execution of this contract. All data on facts, methods, and knowledge that are not generally known or publicly accessible, at least in their concrete application in the context of execution of the contract shall be considered confidential. An exception to this is the disclosure of confidential information necessary to protect own legitimate interests, provided that the relevant third parties are subject to an equivalent obligation of confidentiality. The obligation of confidentiality shall remain valid even after termination of the contractual relationship. The foregoing obligation does not prevent Berner Temporär from performing the same or similar tasks for other clients while maintaining confidentiality.
The parties can use electronic media such as telephone, fax and e-mail for their communications in the context of execution of the contract. During electronic transmission, data can be collected, destroyed, manipulated or otherwise adversely affected and lost for other reasons and arrive late or incomplete. Each party must therefore take adequate precautions to ensure a flawless delivery, respective reception and to detect any content-related or technically defective elements.
Berner Temporär can process the information it obtains in IT terms, especially personal data of clients or have it processed by third parties. As a result, the information will be accessible to people who assume system support and control functions as part of the manufacturing process. Berner Temporär ensures that the appropriate people are also obliged to maintain confidentiality.
e) Copyright and usage rights
All copyrights such as intellectual property and licensing rights to documents, products or other work results drawn up by Berner Temporär in the context of execution of the contract as well as the expertise developed or used exclusively available to Berner Temporär regardless of any collaboration between Berner Temporär and the clients.
Berner Temporär grants the Client a non-exclusive and non-transferable right to exclusive personal use on a permanent basis of documents, products, and other work products, including the respective associated know-how entrusted to him.
The disclosure of documents, products, and other work product or parts thereof as well as individual professional statements to third parties by the Client is only permitted with the express written approval of Berner Temporär.
The Client shall refrain from modifying the documents entrusted to him by Berner Temporär, particularly those of mandatory reporting. The same applies to products and other work output, so far as their purpose is not just, in a further processing by the Client..
A reference to the existing contractual relationship between the parties, particularly in the context of advertising or as a reference, is permitted only further to mutual agreement of both parties.
f) Fees and expenses
If there is no express regulation to this effect, the fee of the consulting firm shall be determined on the basis of fees recommended by the Swiss Trustee Chamber.
In addition to the fee claimed, Berner Temporär shall be entitled to reimbursement of accruing expenses and third-party compensation. Should Berner Temporär calls on assistance from a third party for rendering its services, the Client undertakes, upon request, to settle the fees claimed and expenses incurred to this third party and shall relieve Berner Temporär of such obligations.
Estimates are based on assessments of the scope of necessarily incurred activities and are established on the basis of the data provided by the Client. Therefore, they are not binding for the final calculation of the fee. Estimates and other details of fees or expenses are exclusive of VAT.
Berner Temporär may require appropriate advances for fees and expenses, and issue single or regular interim invoices for services already rendered activities and expenses. In case an advance payment or issuing of an interim invoice is requested it can make the provision of other activities conditional on the full payment of the amounts claimed.
Fee invoices and bills of expenses must be paid within 30 days at the account specified by Berner Temporär.
Berner Temporär shall be liable for any intentional or negligent breach of its obligations. The liability for any negligent breach of its obligations shall be limited, to the extent permitted by law, to a maximum of three times the fee for the order concerned.
Should the execution of work within the meaning of art. 363 OR is agreed, the Client shall be entitled to remedy of any deficiency by Berner Temporär. In case rectification fails, the Client has the right to request a reduction or withdrawal from the contract. Insofar as the right to damages exists, the terms of section g.a shall apply.
i) Termination of the contract and consequences thereof
The contract may be orderly terminated at any time by either party in writing with immediate effect or upon expiry of a certain date.
In the case of orderly termination of the contract, the Client has to pay for the services up to the date of contract termination on the basis of the effective hourly expenses and applicable hourly estimates plus the expenses incurred. In addition, In addition, the customers have to hold the Berner Temporär completely harmless.
If orderly termination is effected at an incorrect time, the terminating party is obliged to compensate the other party for the resulting damage, possibly in addition to the fees claimed on the basis of effective hourly expenses and applicable hourly estimates, plus all expenses incurred.
In the case of an extraordinary termination due to the breach of contract by one party, then it shall pay the cost incurred as a result of the termination to the terminating party, possibly in addition to the fees claimed on the basis of effective hourly expenses and applicable hourly estimates, plus all expenses incurred.
This contract is subject to Swiss law.
Exclusive jurisdiction for all disputes arising out of this contract shall be the competent court for the place of establishment of
Berner Temporär GmbH.