GTC

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Introduction

The present General Terms and Conditions inform you about the nature and scope of the general legal terms and conditions which, in individual cases, supplement the individual service agreement for consulting services or for the assumption of board of directors mandates and together with these form a single unit in each case.

Art. 1: Scope of Application

1.1 These General Terms and Conditions (hereinafter “GTC”) govern the cooperation between LAWCONSULT AG (hereinafter “Service Provider”) and its clients (hereinafter “Client”) in the context of consulting services (Module 1) and the assumption of board of directors mandates (Module 2).-

1.2 The specific details of these general terms and conditions can be found in the respective individual service agreement. This service agreement and the present General Terms and Conditions together form the consultancy or mandate agreement between the parties and must be regarded as a single unit.

Art. 2: Subject Matter of the Agreement

2.1 The Service Provider shall provide consulting services for the Client or assume a board of directors mandate as part of the delegation of a mandatary in accordance with the respective service agreement. The exact scope and focus of the services shall be specified in the service agreement.

2.2 The services shall be provided to the Client on a non-exclusive basis. The responsible consultant or mandate holder shall be named in the service agreement.

2.3 The rights and obligations of the parties in connection with the consulting services or the board of directors mandate shall be governed by the Swiss Code of Obligations, unless otherwise stipulated in these GTC or the service agreement.

Module 1: Consulting Services

Art. 3: Remuneration for Consulting Services

3.1 The amount of remuneration for the consulting services shall be specified in the service agreement. Invoicing and payment modalities shall also be governed by the service agreement.

3.2 In general, the agreed remuneration is owed throughout the entire term of the agreement, regardless of whether the Client makes use of the consulting services or not.

3.3 The maximum monthly time expenditure of the Service Provider shall be specified in the service agreement. If the agreed monthly number of hours is exceeded by up to 10 percent, the Service Provider may invoice the additional hours worked at the hourly rate specified in the service agreement without prior consultation with the Client. In the event of an overrun of more than 10 percent, the Service Provider has the right to either cease the services immediately or, after verbal agreement with the Client, to charge for the additional hours at the hourly rate specified in the service agreement.

3.4 Swiss value added tax shall be invoiced in addition to the agreed remuneration. Travel expenses and outlays shall be charged according to expenditure.

Art. 4: Warranty and Liability for Consulting Services

4.1 The Service Provider shall provide the consulting services with the usual care, but shall not be liable for the achievement of specific results or successes.

4.2 Any further liability for consulting services shall be excluded to the extent permitted by law, in particular for slight negligence and auxiliary persons. But liability is in any case limited to the amount of remuneration already invoiced and paid by the Client.

4.3 The Client’s warranty rights for consulting services shall be limited to rectification or reduction.

4.4 Within the framework of consultancy agreements, the Service Provider explicitly does not provide any tax advice, unless this has been expressly agreed upon. Furthermore, the provisions according to Art. 13 apply.

Module 2: Board of Directors Mandates

Art. 5: Remuneration for Board of Directors Mandates

5.1 The amount of remuneration for the board of directors mandate shall be specified in the service agreement. The remuneration shall include an annual fee as well as an additional expense allowance. Invoicing and payment modalities shall be governed by the service agreement.

5.2 An appropriate expense regulation shall be agreed for the mandate holder.

Art. 6: Obligations and Rights of the Mandate Holder

6.1 The mandate holder shall exercise the board of directors mandate carefully and faithfully and shall safeguard the interests of the company.

6.2 The mandate holder shall be granted joint signing authority and shall be entitled to access all necessary information and documents.

6.3 The Service Provider and the mandate holder shall comply with the lawful instructions of the company. Without instructions, they shall act to the best of their knowledge and belief in the interest of the company.

Art. 7: Liability and Insurance for Board of Directors Mandates

7.1 The company shall indemnify the Service Provider and the mandate holder against claims in connection with the board of directors mandate, except in cases of intentional or grossly negligent damage by the mandate holder.

7.2 In the event of an impending liability claim, the Service Provider and the Mandate Holder shall be entitled to request collateral as well as access to and handover of business documents and as well as a corresponding reimbursement of costs.

7.3 The company shall take out adequate directors’ and officers’ liability insurance (D&O insurance) for the Service Provider respectively the mandate holder. If the insurance has not been taken out 90 days after the election to the Board of Directors, the mandate holder is entitled to take out D&O insurance at the company’s expense.

Art. 8: Obligations of the Company of Board of Directors Mandates

8.1 The company shall ensure sufficient liquidity and take restructuring measures in the event of financial difficulties.

8.2 If the holding company or the Client fails to comply with these obligations, the Service Provider respectively the mandate holder may, after unsuccessful warning, deposit the balance sheet.

General Provisions

Art. 9: Confidentiality and Return of Documents upon Termination of the Agreement

9.1 The Service Provider and, in the case of board of directors mandates, also the mandatary shall maintain confidentiality about confidential information of the Company, even after termination of the consultancy agreement or appointment of a mandatary to a board of directors mandate.

9.2 Upon termination of the agreement, the Service Provider and the mandatary shall return all documents of the Company and delete electronic data, unless there are legal retention obligations.

9.3 However, the Service Provider and the mandatary may make and retain copies of mandate-relevant documents for documentation purposes and to assert their own claims.

Art. 10: Client’s Obligation to Cooperate

10.1 The Client shall provide the Service Provider with all information and documents necessary for the provision of the services in a timely manner and shall inform the Service Provider of all relevant events and circumstances.

10.2 If the Client fails to fulfill its obligation to cooperate, it shall bear the resulting consequences such as additional work or delays.

10.3 Upon request, the Client shall confirm the completeness and accuracy of the information and documents provided.

Art. 11: Confidentiality

11.1 The Service Provider shall treat all information about the Client and its business activities confidentially and shall not disclose it to third parties unless the Client agrees to this in advance in writing.

11.2 The obligation of confidentiality shall not apply to information that is publicly known, has been lawfully obtained from third parties, or must be disclosed due to legal regulations or official orders.

11.3 The obligation of confidentiality shall apply during the term of the agreement and for five years thereafter.

11.4 The Service Provider may at any time use the name of the Client as a reference in consultancy agreements and when assuming board of directors mandates.

Art. 12: Term of the Agreement and Termination

12.1 The agreement shall enter into force upon signature of the service agreement by both parties. It may be terminated by either party at the end of a month, subject to a notice period of six months, unless the service agreement contains a deviating provision.

12.2 According to Art. 404 CO, the dismissal or resignation of a member of the BoD can occur at any time, although doing so at an inopportune mo-ment may give rise to liability for damages

12.3 Rights and obligations that have already arisen shall remain unaffected by any termination of the agreement.

Art. 13: Tax Aspects

13.1 The Service Provider shall not provide any tax advice within the scope of this agreement. Tax consequences of the legal issues and facts dealt with shall expressly not be taken into account, unless they are explicitly listed as part of the scope of services in the service agreement.

13.2 Otherwise, tax aspects shall not be the subject of the contractual services. The Client shall be solely responsible for having the tax consequences of the topics and measures dealt with separately reviewed by appropriate experts such as tax advisors or auditors.

13.3 The Service Provider shall not be liable for any negative tax consequences that may result for the Client from the services provided. This applies in particular, but not exclusively, to adverse consequences in the areas of income, profit, wealth, property, gift and inheritance taxes as well as withholding tax, value added tax and stamp duties.

13.4 The Client acknowledges that failure to consider tax issues may lead to unforeseen and significant tax risks and tax disadvantages. The Client shall indemnify the Service Provider against any claims, damages and costs that may arise from the failure to provide tax review and advice in connection with the agreement. Upon first request, the Client shall also provide a cost guarantee, which shall in any case cover not only the potential loss for the Company but also the potential loss for the Service Provider and the Mandate Holder (as consequential loss).

Art. 14: Final Provisions

14.1 These GTC shall take precedence over any prior agreements between the parties on the same subject matter. Amendments and additions must be made in writing.

14.2 Should individual provisions of these GTC be invalid or unenforceable, the remaining provisions shall remain valid. The invalid provision shall be replaced by an effective provision that comes as close as possible to the intended purpose.

14.3 The exclusive place of jurisdiction for disputes arising from the agreement shall be the registered office of the Service Provider.

14.4 Swiss law shall apply to the exclusion of conflict of laws provisions.

14.5 These GTC shall be drawn up in German and English. In the event of discrepancies between the German and English versions, the German version shall prevail at any time.

Art. 15: Up-to-dateness and status of these GTC

15.1 As changes to Swiss or European legislation or changes to our processes may make it necessary to amend these GTC at any time, we ask you to consult these GTC regularly. The current General Terms and Conditions (GTC) can be accessed, saved, and also printed using the following link.

15.2 These GTC are dated June 2024 and bearing the version number 2.

Last updated 11.06.2024