The general terms and conditions apply to all business relations engaging Allmarc Hospitality, hereinafter referred to as “Contractor”, and their clients.
1. General principles / Scope
1.1 For all legal transactions between the customer and the Contractor, these General Terms and Conditions shall apply exclusively. The valid version is valid at the time of the conclusion of the contract.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, and this shall also apply where such additional agreements are not explicitly mentioned.
1.3 Contrary General Terms and Conditions of the Client shall be invalid, unless these are expressly acknowledged by the Contractor in writing.
1.4 In the event that individual provisions of these General Terms and Conditions of Business are or become invalid, this shall not affect the effectiveness of the remaining provisions and the contracts concluded under their respective grounds. The ineffective provision is to be replaced by an effective provision, which comes closest to its meaning and economic purpose.
2. Scope of the consultation / substitution
2.1 The scope of a specific consulting contract is contractually agreed in individual cases.
2.2 The Contractor is entitled to have all or part of the tasks assigned to him outsourced to third parties. The payment of the third party is made exclusively by the Contractor himself. There is no direct contractual relationship between the third party and the customer.
2.3 The Contractor undertakes not to enter into any business relationship with persons or companies for which the Contractor is required to fulfil his contractual obligations during and as long as three years after the termination of this contractual relationship. The client shall not, in particular, commission these persons and companies with such or similar advisory services as the Contractor may offer.
3. Enforcement obligation of the customer / declaration of completeness
3.1 The client ensures that the organizational framework conditions allow the company to work as smoothly as possible in order to facilitate the rapid progress of the consultation process.
3.2 The client will also inform the Contractor comprehensively about previously conducted and / or ongoing consultations – also in other specialist areas.
3.3 The client shall ensure that the Contractor, without his special request, fulfils and executes the consulting contract in a timely manner, and shall be informed of all the events and circumstances which are of importance for the execution of the consulting contract. This also applies to all documents, events and circumstances which become known only during the activity of the consultant.
3.4 The client shall ensure that the management and his employees are informed by the Contractor before the start of the Contractor’s work.
4. Ensuring independence
4.1 The contracting parties undertake to ensure mutual loyalty.
4.2 The contracting parties reciprocally undertake all necessary measures to prevent the threat to the independence of the contracted third parties and employees of the Contractor. This shall apply in particular to offers made by the customer on the basis of employment or the taking over of orders on his own account.
5. Reporting / reporting obligation
5.1 The Contractor undertakes to report on the work progress, according to the Client, about his / her work, those of his / her employees and, if applicable, the assigned third parties.
5.2 The client shall receive the final report within a reasonable time, that is to say, two to four weeks, depending on the nature of the consulting contract after completion of the order.
5.3 The Contractor shall be free to act in the course of the production of the agreed works, act according to his own knowledge and on his own responsibility. It is not linked to any specific place of work and no specific working time.
6. Protection of intellectual property
6.1 The copyrights to work created by the Contractor and his employees and commissioned third parties (in particular offers, reports, analyses, reports, organizational plans, programs, performance descriptions, drafts, calculations, data carriers, etc.) remain with the Contractor. They may be used by the client during and after the termination of the contractual relationship exclusively for purposes covered by the contract. The client is not entitled to reproduce and / or distribute the work (the works) without the express consent of the Contractor. Under no circumstances does the Contractor’s liability – in particular for the correctness of the work against third parties – result from an unauthorized duplication / dissemination of the work.
6.2 The client breach of these provisions entitles the Contractor to immediately terminate the contract and to assert other legal claims, in particular to omission and / or damages.
7.1 The Contractor is entitled, without regard for negligence, to be at fault and is obliged to remedy any inaccuracies and deficiencies in his performance. He shall notify the client without delay.
7.2 This claim by the client expires after six months after the respective service has been rendered.
8. Liability / Damage
8.1 The Contractor shall be liable to the client for damages – except for personal injury – only in the case of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages caused by third parties contracted by the Contractor.
8.2 Damage claims of the customer may only be asserted in court within six months from the knowledge of the damage and the injured party, but at the latest within three years after the event in question.
8.3 The client has to prove in each case that the damage is due to a fault on the part of the Contractor.
8.4 If the Contractor supplies the work with the help of a third party and in this connection warranty and / or liability claims arise against these third parties, then the Contractor shall assign these claims to the client. In this case, the client shall primarily hold such third parties accountable.
9. Secrecy / Data Protection
9.1 The Contractor practices absolute silence about all business matters, including business and company secrets, as well as any information he may have about the nature, scope and practical activity of the client.
9.2 In addition, the Contractor will not disclose information on the content of the work, as well as all information and circumstances which have come to him in connection with the compilation of the work, in particular also about the client’s client data, to third parties.
9.3 The Contractor shall be released from the obligation to maintain confidentiality against all freelancers and deputies to whom he is responsible. However, he has to impose the obligation of full secrecy on these and is not liable for their violation.
9.4 The obligation of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations.
9.5 The Contractor is entitled to process personal data entrusted to him within the framework of the purpose of the contractual relationship. The client affirms with the Contractor that all necessary measures have been taken, in particular those in the sense of the Data Protection Act, such as the declarations of consent of the affected parties.
10.1 Upon completion of the agreed work, the Contractor shall be paid a fee according to the agreement between the client and the Contractor. The Contractor shall be entitled to demand advance payments with the progress of the work in accordance with interim accounts and to demand payment corresponding to the respective progress. The fee shall be payable by the client.
10.2 The Contractor shall issue an invoice authorizing the deduction of input tax with all the legally required characteristics.
10.3 Accrued cash expenses, expenses, travel expenses, etc. shall be additionally replaced by the client in the event of the Contractor’s accounting and shall be recorded in detail in a written contract.
10.4 If the execution of the agreed work is not due to reasons on the part of the client or due to a justified premature termination of the contractual relationship by the Contractor, the Contractor shall retain the right to payment of the entire agreed fee less saved expenses. In the case of the agreement of an hourly rate, the fee for the number of hours expected for the entire agreed work shall be deducted from the expenses saved. A lump sum initial payment is agreed upon at 30 percent of the total fee for services that the Contractor has not yet rendered up to the date of termination of the contract.
10.5 In the case of non-payment of interim invoices, the Contractor shall be exempted from his obligation to provide further services. The assertion of further claims resulting from the non-payment shall not be affected thereby.
11. Electronic Accounting
11.1 The Contractor is to be called upon to submit invoices to the customer in electronic form. The client expressly agrees to the delivery of invoices in electronic form by the Contractor.
12. Duration of the contract
12.1 This contract ends with the completion of the project.
12.2 The contract can’t be resolved at any time without notice of a notice period. An important reason is the following: – if a contracting party violates an essential contractual obligation or insolvency proceedings. – If there are legitimate concerns about the creditworthiness of a contracting party which has not been subject to insolvency proceedings, and the latter does not make advance payments at the Contractor’s request or provide adequate security before the Contractor’s performance, and the bad assets were not known to the other contracting party.
13. Final provisions
13.1 The contracting parties confirm that all information in the contract has been made conscientiously and truthfully and pledge to announce any changes as soon as possible.
13.2 Amendments to the contract and these General Terms and Conditions must be in written form; likewise a departure from this preliminary requirement. Verbal collateral agreements do not exist.
13.3 This contract shall be governed by substantive Swiss law, with the exclusion of the norms of international private law. Both parties elect 8000 Zurich, Switzerland as the place of jurisdiction and place of performance. (1) In the event of disputes arising from this agreement, which can’t be resolved by mutual agreement, the contracting parties shall agree on mediators with the main focus on business mediation, which have been registered for the out-of-court settlement of the conflict from the list of the Ministry of Justice. Should no agreement be reached on the selection of the economic mediators or on the substance of the negotiations, legal steps are taken at the earliest one month after the negotiations have failed. (2) In the event of a mediation which has not been concluded or terminated, Swiss law shall apply in any court proceedings initiated. Any expenses incurred as a result of prior mediation, in particular those relating to a legal counsel, may be claimed as “pre-litigation costs” in court or arbitration proceedings.
Allmarc Hospitality Solutions world wide
Zürich 8.August 2016