General Terms and Conditions (GTC)
(1) These General Terms and Conditions (GTC) are an integral part of the contract for orders placed by the
(client) places with Malstone-Consulting (MC). This essentially includes consulting, training and coaching in the field of management and process improvement.
(2) In case of invalidity of individual provisions of the GTC, the remaining provisions remain in force.
(3) The (MC) is entitled to use competent commercial or freelance cooperation partners for individual consulting services. The (MC) is not obligated to disclose the identity of the consulted cooperation partners.
(4) The client ensures that the (MC) is provided with all necessary and useful documents and information for the expeditious execution of the order. This also applies to such documents and information whose importance only becomes known during the ongoing consulting service of the (MC). Furthermore
the client shall ensure that a possibly existing works council is informed in due time about the consulting activities of the (MC).
(5) These General Terms and Conditions shall also apply to all future contractual relationships, i.e., even if they are not expressly referred to in additional contracts.
(6) Conflicting general terms and conditions of the customer are ineffective unless they are expressly recognized in writing by the (MC).
I. Extent and scope of consulting
Orders or other agreements are only legally binding if they are signed in writing by the (customer) and bind the contracting parties only to the extent specified in the written agreement. These General Terms and Conditions shall also apply to sales contracts concluded by other means, e.g., by telephone, e-mail, fax or letter. Customers will be informed in the order confirmation where they can download the GTC on the Internet. If a customer does not agree with the GTC in these cases, he can exercise his right of withdrawal.
II. Assurance of independence
The contracting parties take all necessary precautions to guarantee the independence of the employees and cooperation partners of (MC). Offers of employment or other employment of employees of (AG) or the direct commissioning of cooperation partners of (MC) during the current contractual relationship are prohibited.
(MC) will report to the (client) about his consulting activities if this was expressly agreed upon. In this case the duty to report also extends to the activities of the cooperation partners of (MC). After completion of the assignment the (client) receives a final report from (MC), which summarizes the consulting services rendered including the consulting costs. (MC) is not bound by instructions in the preparation of the agreed work, acts at his own discretion and on his own responsibility. He is neither bound to a certain place of work nor to certain working hours.
IV. Industrial property rights
(1) The intellectual property and therefore the copyright of the services rendered in connection with the consulting order remains with the (MC).
(2) The (customer) may use the information given to him or made known to him in connection with the consulting order only for his own purposes. A passing on of this information to third parties – also after termination of the consulting order – is prohibited. Information” shall include, in particular, offers, reports, analyses, expert opinions, organizational charts, guidelines, service descriptions and data carriers, irrespective of whether such information originates from the Contractor, its employees or cooperation partners. The disclosure of such information to third parties requires the written consent of the MC in each individual case.
(3) A violation of these regulations by the client entitles the (MC) to the immediate and premature termination of the contractual relationship as well as to the assertion of further legal claims, in particular for omission and/or compensation.
(1) The (MC) will inform the (client) immediately about subsequently occurring incorrectness’s or deficiencies of his consulting services and will correct them within a reasonable period of time.
(2) If the inaccuracies or deficiencies are in the
(2) If the inaccuracies or deficiencies are attributable to the (client’s) area of responsibility, they shall only be remedied by separate written order of the (client). The services required for rectification shall be invoiced separately to the Customer.
(3) If the inaccuracies or defects are to be attributed to the area of responsibility of (MC), (MC) provides warranty free of charge within an appropriate period of time. The claim of the (client) for cancellation or reduction is excluded. The warranty claim expires within six months after delivery of the final report to the (client)
(1) The (MC), his employees and cooperation partners have to observe the generally accepted rules of professional practice when performing the assigned consulting services. The (MC) is liable for the fault of his employees and cooperation partners as for his own fault. The liability of the (MC) for damages is limited to intent and gross negligence. The client bears the burden of proof for the question of fault.
(2) The claim for damages must be asserted in court within six months after knowledge of the damage and the person of the damaging party, but at the latest within three years after the event giving rise to the claim.
(3) If the (MC) carries out the work with the cooperation of third parties and if warranty and/or liability claims against these third parties arise in this context, the (MC) shall be obliged to interrupt the work.
If such claims arise, the (MC) assigns these claims to the client. In this case the client will claim these third parties with priority.
(4) The client has to examine the delivered goods as soon as possible and to give notice of any defects immediately. The responsible customer service can be found at email@example.com. Hidden defects can still be reported after commissioning or use of the goods. The making of payments does not constitute a waiver of a notice of defects.
(5) The Provider undertakes to ensure security in the systems, programs, etc. belonging to it and under its control in accordance with the state of the art and to comply with the rules of data protection.
(6) Customers shall ensure the security of the systems, programs, and data within their sphere of influence. In their own interest, customers should keep passwords and usernames secret from third parties.
(7) The Provider shall not be liable for defects and malfunctions for which it is not responsible, in particular for security defects and operational failures of third-party companies with which it cooperates or on which it is dependent.
(8) Furthermore, the Provider shall not be liable for force majeure, improper actions, and disregard of risks on the part of the Customer or third parties, excessive use, unsuitable operating resources of the Customer or third parties, extreme environmental influences, interventions by the Customer or malfunctions by third parties (viruses, worms, etc.) that occur despite the required up-to-date security measures.
VII. obligation of secrecy
(1) The (MC) will maintain secrecy about all matters of the (client) that have become known to him in connection with the consulting activity towards everyone and for an unlimited period of time. The obligation of secrecy does not apply to information given to cooperation partners who are consulted by the (MC). In this case the (MC) has to oblige the cooperation partner to secrecy to the same extent. Furthermore, the duty of secrecy does not apply to cases in which there is a legal obligation to provide information.
(2) The (MC) may only
(2) The (MC) may make reports, expert opinions, and other written statements about his consulting activities for the client accessible to third parties only with the explicit consent of the client.
(3) The (MC), the order processor and their employees shall treat personal data from data processing, which have been entrusted to them or have become accessible to them exclusively due to their professional activity, confidentially, irrespective of other legal obligations of secrecy, unless there is a legally permissible reason for the transmission of the personal data entrusted to them or made accessible to them (data secrecy). Employees shall be informed of this and of the consequences of any breach.
VIII. Fee, Cancellation, Delivery Periods, Payment
(1) As consideration for the consulting services, (MC) is entitled to payment of an appropriate fee by the client. Depending on the agreement, the client makes a down payment when placing the order or partial payments during the ongoing consulting activity. The remaining fee is due for payment within 14 days after presentation of the final report with the final invoice.
(2) If the consulting services are not rendered in whole or in part, the (MC) shall be entitled to the agreed fee in full if the (MC) was prepared to render the consulting services and was prevented from doing so by circumstances on the part of the client. Circumstances on the side of the (client) are lack of cooperation of the (client) in the performance of the contract or unjustified premature termination of the contract. If the contract is terminated within one month before the agreed service provision, 50% of the agreed fee will be charged. If the contract is terminated within two weeks before the agreed service provision, 100% of the agreed fee will be charged. If the contract is terminated before the set deadlines, services already rendered will be invoiced.
(3) If the provision of the consulting services is omitted due to circumstances which constitute an important reason on the part of the (MC), the (MC) shall be entitled to a pro rata fee corresponding to the consulting services provided until then. This applies if the consulting services rendered so far are usable for the client.
(4) In justified cases, especially in case of imminent insolvency of the client, the (MC) can make the termination of the consulting services dependent on the complete payment of the fee. Complaints about the consulting services do not entitle the client to withhold the fee. This does not apply to obvious defects of the rendered consulting services. (5) The prices are quoted in CHF. Value added tax and the advance recycling fee as well as processing are included. Shipping costs will be charged separately.
(6) The provider reserves the right to change prices at any time. For customers apply, the prices published on the website on the day of the order.
(7) The conditions for promotions and discounts can be found in the respective information.
(8) Delivery will be made as soon as possible. The Customer can check his delivery status at any time via firstname.lastname@example.org. If the customer does not receive the goods within 30 days and no information is provided, the customer is entitled to cancel the delivery.
(9) Payment is possible in the following ways at the request of the Customer:
– The invoice is enclosed with the shipment of goods. In this case, the payment term is 14 days after receipt of the invoice.
– The customer can specify the number of his credit card. All major credit cards and PayPall are accepted. The price of the goods will be posted on the day the goods are shipped (this feature may not be available now).
(10) In case of late payment, the Provider will send a maximum of two reminders. For the second reminder a fee of CHF 30.- will be charged. If the customer does not pay then, debt collection measures will be initiated. The right to claim damages is reserved.
IX. Premature termination of the contract
(1) (MC) can terminate the contractual relationship prematurely by registered letter with immediate effect, if the customer violates essential contractual obligations, if he does not provide the documents necessary for the consulting services or does not give information which violates the independence of (MC) or the property rights of (MC). In this case point IX. Paragraph (2).
(2) The client may terminate the contractual relationship prematurely by registered letter with immediate effect if the contractor defaults on his consulting services despite setting a reasonable grace period or violates the duty of confidentiality.
(MC) can terminate the contractual relationship prematurely by means of a registered letter with immediate effect, if (MC) is in default with his consulting services despite setting a reasonable grace period or if he violates his duty of confidentiality.
X. Right of rescission and right of withdrawal when ordering hardware
(1) The Customer may withdraw from the purchase contract within 14 days without giving reasons and without penalty. The period for exercising this right begins on the day on which the goods are received by the consumer. The customer may return goods already delivered at the expense of the provider (at his own expense). Payments already made will be refunded by the provider free of charge.
(2) If a customer withdraws from the purchase due to late delivery or defects in the goods or for other reasons for which the provider is responsible, the provider will refund any amounts already paid as well as the costs of returning the goods.
XI. Applicable law, place of performance, place of jurisdiction
(1) For the consulting order, its interpretation
for the consulting order, its interpretation and all disputes arising therefrom.
(2) Place of performance is the registered office of (MC) in Buchs, Aargau CH.
(3) Exclusive place of jurisdiction for all disputes arising from or in connection with the consulting order are the competent courts in Aarau, Switzerland.