These General Terms and Conditions (“GTC”) apply to the cooperation (“Mandate”) between Scaramanga Consulting Schweiz GmbH (“Contractor”) and the Client (“Client”).
These General Terms and Conditions shall apply unless the Contractor and the Client have agreed otherwise in writing.
In the event of any inconsistency between the Engagement Letter and these T&Cs, the Engagement Letter provision shall prevail.
The Contractor shall conduct the Mandate as an independent contractor and not as an agent, employee, partner, or the like.
The Contractor shall perform the Mandate with due professionalism and care in favor of the Client.
Recommendations and/or services provided by the Contractor are intended solely for the Client and may not be used for third parties, nor may a third party refer to or rely on them.
The Contractor is not responsible for using or implementing its recommendations and/or services by the Client.
The Client shall ensure that the Contractor receives promptly all information (including access to records, systems, business premises, and employees) that the Contractor needs to fulfill the Mandate. All information received by the Contractor shall be accurate and complete. The Contractor may rely on this information and has no obligation to verify or review it. Suppose the Contractor acts for the same Client on different matters. In that case, the Client should not assume that information communicated to one person on a particular case will also be communicated to other persons engaged on a different matter. The Client is required to share all information relevant to a topic directly with the appropriate legal professional.
Depending on the Mandate, the Contractor may be subject to professional confidentiality obligations. The Contractor shall treat all information received from the Client, which is not generally known as confidential. In the absence of express instructions to the contrary, the Contractor shall be permitted to communicate with employees, consultants, or bodies of the Client’s company (or affiliated companies) and exchange information to provide the services.
The Contractor may, if necessary, outsource certain support services, such as translations, etc., to third parties, provided that the Contractor has obligated such third parties to maintain confidentiality.
If the Contractor is required by law, for example, to combat money laundering and the financing of terrorism, or by sanctions provisions, to comply with specific disclosure obligations vis-à-vis the competent authorities, the Contractor shall be released from its confidentiality obligation. The Contractor shall, to the extent permissible and practicable, inform the Client of the request.
The Contractor shall treat personal data received by the Contractor from the Client by the applicable data protection laws. The Contractor may transfer the Client's data abroad and manage it on IT solutions there if this is expedient for the performance of the order and high standards of data security are maintained.
Standard Hourly Rate: CHF 350 (net)
Unless otherwise agreed, the Contractor shall invoice its services according to the time spent. The Contractor shall charge for all services rendered, including legal clarifications, documentation, meetings, travel, etc.
Suppose the Contractor represents the Client before courts or authorities. In that case, the Contractor's fee shall in no case be lower than the compensation awarded to the Client for the costs of legal representation.
The Contractor reserves the right to adjust the hourly rates annually.
Expenses and outlays
In addition to the fee, the Contractor may charge a small expense lump sum of 3% of the total payment to cover general office expenses, including shipping costs, telephone/fax costs, electronic communication costs, expenses for photocopies, and expenses for providing documents, database research, etc.
Expenses that individually exceed an amount of CHF 250 and official and court fees will be invoiced separately, i.e., in addition to the small cost lump sum of 4%. The Contractor reserves the right to forward such third-party invoices to the Client for direct payment.
The Contractor shall be entitled to request services from third parties on behalf of and for the account of the Client, including but not limited to translation services and the like, and shall be authorized to enter into corresponding contracts for such services on behalf of and the account of the Client.
Unless otherwise stated, all amounts are exclusive of value-added tax (VAT). Any VAT payable by the Contractor shall be invoiced additionally to the Client.
Invoicing And Payment
Invoices from the Contractor shall be paid within fourteen (14) days of issue. The Client is not entitled to defer the payment obligation and/or to offset the claim.
If the Client fails to pay the invoice(s) within the deadline, he shall be in default and obliged to pay default interest. Also, the Contractor reserves the right to discontinue the activity for this or other mandates of the Client.
If the Contractor undertakes actions to enforce the claim for payment, these shall be charged to the Client at the usual hourly rates.
The Client shall pay a fee to be discussed and agreed upon between Client and Contractor (the retainer) for assisting in his needs. The Contractor shall invoice at the above rate per hour to be applied toward the retainer. The retainer is due upon the execution of this agreement.
Based on the legal and professional rules, the Contractor shall clarify potential conflicts of interest. The Client shall provide the Contractor with all information required in this regard.
Both parties may use electronic means for communication or information transfer and acknowledge that such use does not constitute a breach of the confidentiality obligation. It is known that sending information and documents electronically (especially by e-mail) involves certain risks.
The Client agrees that the Contractor may use the name, logo, and a brief description of the facts for reference purposes.
Any advice provided by the Contractor is solely for the use and benefit of the Client and may not be used for any other purpose or disclosed to any other person without the prior written consent of the Contractor.
If the Contractor's role is to assist the Client in coordinating the activities of other consultants of the Client, the Contractor shall not be responsible for their consulting services.
In the absence of an express agreement to the contrary, the Contractor shall not be liable for advice on foreign law, i.e., non-Swiss law, or for tax advice.
The Contractor shall not be obliged to update any information already provided to the Client.
The Contractor is liable for damages to life and limb by the rules of professional conduct. Furthermore, the Contractor shall only be liable for damages that demonstrably arise due to fraud, intent, or gross negligence.
The Client agrees that any liability claims shall be directed exclusively against the Contractor. The Client agrees that it will not bring any action or proceeding. It will waive any claim against any employee, staff, consultant, attorney, partner, service provider, or other person associated with the Contractor.
If the Client has any complaints regarding the Contractor's services, he may report them to the responsible contact person of the Contractor. If the matter cannot be resolved to the satisfaction of the Client, or if the Client has further concerns, the Client may submit these in writing to the Managing Director, Stephan Besold. He will then address these concerns immediately and try to find an economically reasonable solution by mutual agreement.
Either party may terminate the Mandate at any time with 14 days' notice to the end of the month. The termination must be in writing. The right to extraordinary termination remains unaffected.
The Client shall be responsible for the fees, disbursements, and expenses incurred up to the date of termination, as well as for the payments, disbursements, and expenses necessarily incurred in connection with the termination of the mandate relationship with the Contractor or with the transfer of the work to another consultant of the Client's choice.
The Contractor shall keep relevant documents for a period of ten (10) years after the termination of the mandate relationship. After this period, the Contractor may destroy these files without prior notice.
Both parties shall comply with applicable data protection laws. The Client agrees that contents of the contract and services of the Contractor created within the scope of this contract may be stored and processed electronically in compliance with the applicable data protection provisions.
Amendments or supplements to these terms and conditions or the contract must be made in writing.
The legal relationship between the Client and the Contractor shall be governed in all aspects by Swiss substantive law.
All disputes arising out of or connected with this legal relationship shall be settled by arbitration by the Swiss International Rules of Arbitration of the Swiss Chambers Arbitration Institution. The arbitral tribunal shall consist of one (1) member. The seat of arbitration shall be Zurich, Switzerland.