January 2024

General Terms and Conditions

These General Terms and Conditions (GTC) apply to offers made by «Die Digitalen GmbH» and to contracts between «Die Digitalen GmbH» and its customers (hereinafter referred to as the client), insofar as reference is made to these GTC in the offer, in the order confirmation or in a contractual document. They form an integral part of the contracts and offers. In the event of contradictions, the provisions in the text of the contract shall take precedence over these GTC. The client's general terms and conditions are not part of the contract.

Form

All agreements (including subsequent amendments, collateral agreements and assurances) between the contracting parties must be made in writing in order to be valid. Other forms of transmission that enable proof by text (e-mail) are equivalent to the written form.

Validity of quotations

Unless otherwise agreed, quotations are valid for 30 days from the date of issue.

In general

«Die Digitalen GmbH» undertakes to fulfil the order competently and carefully. It shall keep the client regularly informed of the progress of the work and shall notify the client in writing of any circumstances that may affect the fulfilment of the contract. The client shall be entitled to information about all parts of the order at any time. Within the scope of the instructions and directions given, «Die Digitalen GmbH» is free to organise its activities as it sees fit.

Employees

«Die Digitalen GmbH» only employs carefully selected and well-trained employees. Persons who are involved in the provision of services by «Die Digitalen GmbH» form the project team. If persons are named in the agreement with regard to the provision of services, «Die Digitalen GmbH» shall ensure that they are involved as far as possible. «Die Digitalen GmbH» is authorised to replace these persons with other employees with equivalent skills.

Deadlines

Compliance with the agreed deadline by «Die Digitalen GmbH» presupposes the timely fulfilment of all services by the client, in particular the delivery of the necessary documents.

Services provided by the client

The client shall provide «Die Digitalen GmbH» with all documents and information required for the provision of the services in a timely manner and without special request. «Die Digitalen GmbH» assumes that the information and documents provided are complete and that the information contained therein is correct. Unless otherwise agreed, «Die Digitalen GmbH» is not obliged to check this information for accuracy, completeness or any contradictions. Upon termination of the contract, «Die Digitalen GmbH» undertakes to return all documents made available to it without making any copies.

Utilisation of the work results

The work results are intended exclusively for the use and general information of the client and may not be passed on to third parties or used for any purpose other than that agreed in the order unless otherwise agreed.

Prohibition of assignment/transfer

Neither the client nor «Die Digitalen GmbH» may assign the rights arising from the agreement to a third party and/or transfer the agreement to a third party without the consent of the other party. If the agreement or the fee obligation is transferred to a third party with the consent of all parties of the client, the client shall additionally be liable to «Die Digitalen GmbH» independently, jointly and severally and without limitation for all existing and future claims arising from the remuneration of third parties.

Obligation of the client to inspect and give notice of defects

The client must check the work results immediately and notify «Die Digitalen GmbH» in writing of any complaints within 14 days of receipt. If he fails to do so, the results of the order shall be deemed approved. In the event of a justified complaint, «Die Digitalen GmbH» shall rectify the work results at its own expense, provided this is appropriate and expedient.

Additional services

Services that go beyond the agreed scope of services and that are related to the protection of the client's interests and careful fulfilment of the order shall be paid for additionally by the client. «Die Digitalen GmbH» shall inform the client immediately of the extended scope of services and the costs incurred as a result.

Compensation

The client undertakes to pay «Die Digitalen GmbH» a fixed fee plus statutory VAT for each unit of time used (hour or day). Travelling time to the agreed place of work is included in the compensation. If an assignment takes place outside the place of work, the travelling time is to be compensated in full according to the SBB timetable from the place of work. Invoices are issued monthly after acceptance of the services and on the basis of work reports. Acceptance of the service and the work report must be carried out by the client within 14 days of assignment by «Die Digitalen GmbH». After expiry of this period, both shall be deemed accepted. Payment must be made in Swiss francs to a bank account specified by «Die Digitalen GmbH». Bank charges are to be borne by the client.

Expenses

The client undertakes to reimburse «Die Digitalen GmbH» for all expenses incurred in connection with the provision of its services, unless otherwise assumed by the client. This includes travel, catering and accommodation costs for instructed activities outside the agreed place of work.

Expiry/delay

If the payment deadline stated on the invoice expires unused, the client shall be in default without a reminder and shall owe «Die Digitalen GmbH» the statutory default interest in addition to the invoice amount. Expenses for issuing reminders shall be charged at the agreed hourly rate.

Prohibition of offsetting

The client is not entitled to withhold due payments or to offset them against counterclaims unless these counterclaims have been expressly recognised in writing by «Die Digitalen GmbH» or have been established in a legally binding judgement.

Value added tax

If no value added tax has been invoiced for our services by mistake, although the services are subject to value added tax in accordance with the Swiss Value Added Tax Act or different interpretations of the Federal Tax Administration, «Die Digitalen GmbH» reserves the right to invoice the value added tax retrospectively.

Counselling

As part of the consultancy assignment, a basis for decision-making is developed which includes the measures to be taken by the client. The responsibility for the implementation of these measures and their consequences lies exclusively with the client.

Valuation

The reports and in particular the forecasts contained therein are carefully prepared and written by «Die Digitalen GmbH» to the best of its knowledge within the scope of the order, taking into account applicable professional standards. Although «Die Digitalen GmbH» prepares the data carefully, it cannot guarantee its correctness. The data are estimates that are subject to a certain degree of inaccuracy due to the system. For this reason, the client cannot derive any liability or compensation for damages from the data supplied.

Exclusions of liability

«Die Digitalen GmbH» is not liable for pure financial losses, in particular not for loss of profit. Liability for slight negligence is excluded.

Limitation of liability

The liability of «Die Digitalen GmbH» is limited in total to the amount of the fee owed in accordance with the agreement. This limitation applies to any type of damage, regardless of the legal basis.

Non-solicitation clause

The client undertakes not to entice away any employees of «Die Digitalen GmbH» or one of its subsidiaries in any form whatsoever. This non-solicitation clause shall apply for the duration of the contractual relationship between «Die Digitalen GmbH» (or one of its subsidiaries) and the client and for one year after its termination. In the event of a breach of this non-solicitation clause, the client undertakes to pay a contractual penalty in the amount of one year's salary of the headhunted employee. Payment of the contractual penalty does not release the client from the non-solicitation clause. The right to claim further damages remains reserved.

Confidentiality

«Die Digitalen GmbH» undertakes to treat as strictly confidential all data, information, documents and records which are not generally known and which it has learnt about the client or its business relationships within the scope of the contractual relationship and which belong to the client's sphere of secrecy and are neither in the public domain nor generally accessible, and not to make them accessible to third parties without the client's consent.

Data basis

Furthermore, «Die Digitalen GmbH» relies on and reserves the right to freely use the data provided within the scope of the client's order for its own purposes, provided that third parties cannot draw any conclusions about the client or its contractual partners. This use of the data for its own purposes takes place in particular within the framework of data pools that serve «Die Digitalen GmbH» as a basis for evaluations, general market assessments and other products. «Die Digitalen GmbH» shall be entitled to the rights to the results of the processing of this data by «Die Digitalen GmbH».

Reference

The client grants «Die Digitalen GmbH» the right to include the client in «Die Digitalen GmbH» reference lists and to name the client as a reference (simple right to use the client's company name and logo). The client may revoke this right from «Die Digitalen GmbH» at any time.

Severability clause

Should a provision of the agreement concluded between the client and «Die Digitalen GmbH» become invalid or void, this shall not affect the legal validity of the remaining provisions. Instead, the provision in question shall be replaced by a provision that the parties would have chosen in good faith had they been aware of the invalidity of the provision in question. The same shall apply mutatis mutandis in the event of a loophole.

Place of jurisdiction and applicable law

The offers of «Die Digitalen GmbH» and agreements between «Die Digitalen GmbH» and the client are subject to Swiss law (excluding the conflict of laws). The exclusive place of jurisdiction for all disputes in connection with agreements between the client and «Die Digitalen GmbH» shall be Zurich 1.