General Terms and Conditions for Services of ICPRO GmbH
1. SCOPE OF APPLICATION
These General Terms and Conditions for Services of ICPRO GmbH ("GTC") form an integral part of all individual orders placed by the customer with ICPRO GmbH. Other terms and conditions do not become part of the contract, even if ICPRO GmbH does not expressly object to them.
2. SUBJECT MATTER OF INDIVIDUAL ORDERS
2. 1 ICPRO GmbH provides services for the client on the basis of individual orders, namely the management of association offices, project management, interim management orders and consulting orders in business management and information technology topics.
2.2. Individual assignments are agreed in writing and describe the type and scope of consulting, duration and deadlines, location, fees and specifications.
3. SERVICES PROVIDED BY ICPRO GMBH
3.1 ICPRO GmbH provides the services described in the individual order under the responsibility of the client. ICPRO GmbH vouches for the professional and faithful fulfillment of the order. Due to the nature of the services provided, ICPRO GmbH cannot be held responsible for achieving measurable results. The individual order is considered fulfilled upon completion of the provision of the agreed services.
3.2 During the fulfillment of an individual order, each contractual partner can request changes to the agreed services. In particular, ICPRO GmbH can request a review of the affected individual order in the event of company-changing developments on the customer side. In the event of change requests by the customer, ICPRO GmbH will submit an offer within a reasonable period of time, which shows the effects in terms of scheduling and finances. During the examination of such change requests, any fulfillment deadlines are suspended. Services requested outside the original scope of the contract shall be defined in a new individual order.
4. OBLIGATIONS OF THE CUSTOMER TO COOPERATE
4.1 The customer provides ICPRO GmbH with the necessary instructions and provides it free of charge with all data, information, access to customer employees as well as facilities and access authorizations that ICPRO GmbH requires to provide the contractual services. Delays and additional expenses due to incorrect fulfillment of cooperation obligations are borne by the customer and can be invoiced additionally by ICPRO GmbH.
4.2 The customer appoints a person responsible to ICPRO GmbH for the provision of binding information and instructions.
5. HONORARY
5.1 The fee for the services to be provided by ICPRO GmbH is agreed in the corresponding individual order. In the absence of an agreement, the respective valid ICPRO GmbH rates apply.
5.2 All expenses and travel costs are reimbursed separately. Travel time is considered working time. The fees are exclusive of VAT.
5.3 Unless otherwise agreed, invoices are issued monthly. All invoices are due for payment within 10 days net.
6. RIGHTS OF USE TO WORK RESULTS
6.1 Upon payment of the agreed fee, the customer receives the unlimited right of use to all services and documents created by ICPRO GmbH within the scope of an individual order. All intellectual property and property rights remain with ICPRO GmbH.
6.2 ICPRO GmbH is entitled to use the individual orders carried out for the customer as a reference in its relationships with other customers after prior consultation with the customer. However, the confidentiality of confidential data and documents of the customer shall be maintained.
7. LIABILITY OF ICPRO GMBH
ICPRO GmbH is liable for all culpably caused direct property damage or financial losses up to the total amount invoiced and paid for the corresponding individual order, but up to a maximum of CHF 40,000. Any liability of ICPRO GmbH for other or further claims and damages, in particular claims for compensation for indirect or consequential damages, loss of profit, unrealized savings or loss of earnings as well as loss of data - regardless of the legal basis - is expressly excluded. Any further liability under mandatory law remains reserved (cf. Art. 100 para. 1 CO).
8. CONFIDENTIALITY
8.1 ICPRO GmbH will treat documents of the customer that are marked as confidential or that are obviously confidential and that are accessible or come to its knowledge in the context of the fulfillment of the contract with the same care and discretion as its own confidential information. This confidentiality obligation shall apply for the duration of an individual order and for at least five (5) years thereafter.
8.2 The confidentiality obligation does not apply to information that is generally accessible, is demonstrably already known to ICPRO GmbH, has been independently developed by ICPRO GmbH or has been acquired from authorized third parties.
9. FINAL PROVISIONS
9.1 Revocation or termination of an individual order is governed by Art. 404 OR. Any termination by the client less than one month before the end date stipulated in the individual contract shall be deemed to be a termination at an inopportune time.
9.2 Amendments and additions to an individual contract or these GTC must be made in writing to be valid.
9.3 Should parts of an individual contract (including the GTC) be void or become legally invalid, the remainder of the contract shall continue to apply. In this case, the void or legally ineffective parts of the contract shall be interpreted in such a way that the meaning of the contract as a whole is retained.
9.4 In the event of differences of opinion, the contracting parties shall endeavor to reach an amicable solution. If such a solution cannot be reached, the agreed place of jurisdiction shall be LUZERN. All individual orders are subject to Swiss law.