General Terms and Conditions for the Provision of Services
- Scope of application
LEANmade AG (“Company“) offers certain services (consulting, planning, support, training, etc.) in the areas of “Technology and Innovation” and “IT Risk Management” (“Services“). These General Terms and Conditions (“GTC“) govern the conclusion, content and execution of the corresponding service contracts between the Company and its customers. The exact content of the services and their place of performance is regulated in individual contracts with the customers. The services are provided on an order basis (Art. 394 ff. CO)
- Conclusion of contract
Contracts for individual services are deemed to be legally valid as soon as the company has received the corresponding order confirmations countersigned by the customer.
- Scope of services
The order confirmation is decisive for the scope of the services. The company is authorized to perform or deliver services and materials in deviation from the order confirmation, provided this leads to an improvement of the overall performance and does not result in a price increase.
- Deliverables / Intellectual Property Right
The customer may only use the recommendations and documents of the Company in connection with the order. Subject to the prior written consent of the Company, the customer will not disclose any recommendations or documents prepared by the Company to any other party unless they are involved in the engagement or constitute affiliates.
We may provide you with drafts of documents prepared by us. Such drafts of documents are work in progress and are not final and the customer must not rely on any such draft documents. The customer may only rely on final documents and oral advice confirmed in writing by the Company.
The Company retains the copyrights and all other relevant intellectual property rights in its work products (including drafts are interim results). Upon full payment of its fees, the Company grants the customer a non-exclusive, non-transferable and, without the prior consent of the Company, non-sub-licensable license to use and make copies of documents prepared by the Company for the mandate, but not for other matters.
In general, the Company accounts for its services on the basis of time spent, complexity and urgency of the matter and expertise and experience of the persons involved.
The Company’s fee estimates are based on its understanding of the contract, its assumptions at the time of the fee estimate and its experience in similar contracts. The fees are net plus any applicable value added tax (VAT) and other applicable taxes.
The Company’s fees do not include expenses or any services provided by third parties.
- Terms of Payment
Unless otherwise agreed in the individual contract, invoices will be generally due within 60 days. Advances for fees or costs will be due as soon as you have received our request for payment.
The fees of the Company shall be paid by the Customer at the domicile of the Company without deduction of discount, expenses, taxes and fees of any kind within 60 days from the date of invoice. Payment periods shall also be observed if the services are delayed or rendered impossible for reasons for which the Company is not responsible for or if insignificant parts are missing.
If an invoice is not paid within the 60-day period, the customer may, if a written reminder is not observed, be charged default interest at the usual market rate without a reminder to pay default interest from the due date. In the event of late payment, the Company also reserves the right to invoice the customer for the reminder costs. The right to compensation for further damages is reserved.
In case of non-payment of due fees, the Company may temporarily suspend performance of its services. The customer may not rely on the services unless he has paid the due fees. Furthermore, the Company is not obliged to commence work on an order or to incur expenses before any advance (agreed in the individual contract) is credited to the account of the Company notified to the customer.
The invoiced amount may not be offset against any claims the customer may have against the Company.
- Involvement of Third Parties
The Company may engage third parties working for or with the Company in connection with the order or the Company may instruct third parties on behalf of the customer if this is appropriate in view of the terms of the services. Before engaging any third party on behalf of the customer incurring substantial costs, the Company will discuss and agree such engagement with the customer.
- Obligations of the Customer
The customer shall provide the Company in a timely manner with all information relevant to an order and shall keep the Company informed of any change in circumstances relevant to the mandate or otherwise. The Company provides its services on the basis of the information provided by the customer. Unless explicitly agreed otherwise in writing, the Company is under no obligation to verify the information received from the customer or to decide whether such information is accurate and complete. This also applies to information on the Internet and in public registers.
In the event of a breach of the duty to cooperate, the customer shall compensate the Company for any additional expenses incurred.
- Force Majeure
If the timely performance by the Company is made more difficult or impossible due to force majeure (in particular natural disasters, war and other military conflicts, mobilisation, terrorist attacks and labour disputes), the Company shall be released from the performance of the obligations concerned for the duration of the force majeure and a reasonable initial period after its end. If the force majeure lasts longer than 30 days, the Company may withdraw from the contract.
Unless it is proven that a damage was caused by the Company’s willful misconduct or gross negligence, its aggregate liability for a breach of its obligations shall (i) not exceed the amount defined in the individual contract or, if no such amount has been defined therein, the amount of the fees the Company has received from the customer in the relevant order, and (ii) be limited to direct damage (excluding any loss of profits, consequential damages, indirect damages and punitive damages). Any liability for auxiliary personnel is completely excluded.
The customer shall notify the Company immediately of any damages incurred by the customer.
- Data protection
The processing of personal information collected from customers in connection with the conclusion of the contracts, the execution of the service contracts and the provision of the services is based on the data protection declaration of the Company. LINK TO DATA PROTECTION DECLARATION
The Company respects the confidentiality of all information provided to it by the customer (“Confidential Information“). The Company will not disclose Confidential Information to any third parties unless the Company is required or authorized by law to do so or otherwise deems it useful to perform its services or as otherwise set out in the following paragraph.
The Customer hereby authorizes the Company to disclose any Confidential Information if (i) such Confidential Information (x) becomes publicly available, (y) was possessed by the Company prior to the commencement of the order or (z) is lawfully received by the Company from third parties otherwise than in connection with this order, (ii) if such disclosure is required (x) by law or other regulations binding upon the Company or (y) by court order.
- Assignment and Transfer
Without the prior written consent of the Company, the customer may not transfer or assign the contract between him and the Company or any claims, rights or obligations thereunder.
- Applicable law / Place of Jurisdiction
These GTC and the contract (individual contract) shall be construed and interpreted in accordance with, and governed by, the substantive laws of Switzerland, under the exclusion of conflict of its conflicts of laws rules. Unless mandatory legal provisions apply, the court at the registered office of the company shall have jurisdiction.
Im Eigeli 17, 8700 Küsnacht, Switzerland
Registered under SHAB UID CHE-327.506.618T