Address
Gubelstrasse 12
CH-6300 Zug
[email protected]
Tel. +41 (0) 41 560 36 00
1. Scope
These general business terms and conditions apply to all services in the form of consultancy and other
activities performed by the trust company Mefida AG (Mefida) for its clients, unless other terms and conditions
are prescribed by law in individual cases (especially with regard to the performance
of legally mandated auditing activities) or unless the parties expressly agree otherwise in writing.
2. General content of the contract
2.1 The object of the contract is the activities agreed in each individual case and to be performed by IBS and
not the guarantee of specific economic or other results. For this reason, notwithstanding the handover of certain work results, IBS cannot
make any statements in the form of expectations,
forecasts, or recommendations in the sense of a guarantee regarding the occurrence of appropriate circumstances.
2.2 Deadlines shall be deemed to be general targets unless they have been expressly agreed as binding assurances.
2.3 Expert opinions, statements, presentations, and the like shall only be binding upon addition of a legally valid signature. For other work results, their binding nature must also be recorded in a corresponding final letter. Interim reports and preliminary work results, the draft nature of which is explicitly stated or is clear from the circumstances, may deviate considerably from the final result and are therefore non-binding.
2.4 IBS may use suitable third parties for the provision of its services.
2.5 Subsequent changes to the content of the service will be subject to an appropriate adjustment of the agreed fee.
3. Client cooperation
The client must provide IBS with all information and documents necessary for the proper provision of services
in good time and without special request. IBS may assume that the documents provided,
information shared, and instructions given are correct and complete.
4. Exchange of information and release from professional confidentiality for the purpose of internal information processing
4.1 The parties commit to maintain secrecy regarding all confidential information of which they become aware on the occasion of
or in connection with the receipt or provision of services in the context of the execution
of the contractual relationship. All information concerning facts, methods, and knowledge which are not generally known or publicly accessible, at least in
their concrete application in the context of the execution of the contractual relationship,
shall be deemed confidential. This does not include the disclosure of confidential information for the
necessary protection of each party's own justified interests, as long as the third parties concerned are subject to an
equivalent confidentiality obligation.
The obligation to maintain confidentiality shall remain in place beyond the termination of the contractual relationship. The above-mentioned obligation does not prevent IBS from executing the same or similar orders for other clients while maintaining confidentiality. The client also acknowledges and approves the internal processing of confidential information by other persons employed by IBS within the scope of the submitted order.
4.2 The parties may use electronic media such as telephone, fax, and email to communicate in the context of the contractual relationship. When using electronic transmission, data may be intercepted, destroyed, manipulated, or otherwise adversely affected, or lost for other reasons, or may arrive late or incomplete. Each party must therefore take appropriate steps on its own responsibility to ensure error-free transmission or receipt and to detect elements that may be defective in terms of content or technology.
If required, IBS can provide personal portal access for the exchange of information or documents. The client portal is run on the company's own IT infrastructure on IBS's premises and is only intended to be used for data exchange and not for permanent data storage. It is the client's responsibility to report any necessary adjustments to the access authorizations to IBS (e.g. staff leaving the client's company).
4.3 IBS may process the information of which it becomes aware, particularly including personal data relating to the client, using IT technology or have it processed by third parties. This also means that such information is available to staff who perform system support and control functions as part of the processing procedure. IBS guarantees that the staff concerned are also subject to the obligation to maintain confidentiality.
4.4 IBS and its staff
Partner companies (= belonging to the Bruhin Holding Group) are obliged to treat data
confidentially. Data are processed and secured in accordance with each order and can be viewed by IBS
at any time. IBS does not forward any data to third parties without the client's consent
with the exception of third parties in accordance with the Annex. If IBS is obliged to carry out further processing to comply with the law of the EU, an EU member-state, or
a non-EU state to which IBS is subject, IBS
shall inform the client of these legal obligations before proceeding with the processing.
5. Property and use rights
5.1 All property rights such as intellectual property rights and license rights to the documents, products, and other work results
produced by IBS within the scope of the contractual relationship, as well as the know-how
developed or used in the same context, are the exclusive property of IBS regardless of any cooperation between IBS
and the client.
5.2 IBS grants the client in each case a non-exclusive and non-transferable use right in perpetuity solely for its own use of the documents, products, and other work results transferred to the client, including the associated know-how.
5.3 The transfer to third parties of documents, products, and other work results or parts thereof as well as individual technical statements is only permitted with the express written consent of IBS.
5.4 The customer must refrain from modifying the documents provided by IBS, in particular those related to mandatory reporting. The same applies to products and other work results unless they are specifically intended for further processing by the client.
5.5 Reference to the existing contractual relationship between the parties, especially for the purpose of advertising or as a recommendation, is only permitted with the mutual consent of both parties.
6. Fees and expenses
6.1 IBS charges fees based on hourly rates that depend on the function level and the degree of difficulty.
6.2 Expenses and other outlays (e.g. for copies, postage) are not included in the fee and will be charged to the client at actual cost or using the standard industry rates unless otherwise agreed in the order confirmation. If IBS uses third parties for the provision of its services, the client commits to settle the fee claims and incurred expenses of these third parties and to release IBS from any obligations entered into.
6.3 Cost forecasts are basted on estimates of the scope of the activities required and are prepared on the basis of data provided by the client. They are therefore not binding for the final fee calculation. Cost forecasts and other details of fees or expenses are exclusive of VAT.
6.4 IBS may demand reasonable advances on fees and expenses as well as issue individual or regular interim invoices for activities already performed and expenses already incurred. In the event of a request for an advance payment or the issuing of an interim invoice, the performance of further activities may be made dependent on the complete payment of the amounts claimed.
6.5 Fee invoices and expense statements are payable within 30 days to the account specified by IBS.
7. Liability
IBS is liable for any intentional or negligent breach of its obligations. In the case of a negligent breach of
its obligations, liability shall be limited, to the extent permitted by law, to a maximum of three times the fee
charged for the order concerned.
8. Warranty
If the production of a work in the sense of Art. 363 of the OR was agreed, the client is entitled to demand IBS remove
any defects. In the event of failure to remedy the defect, the client may demand a price reduction or withdraw
from the contract. Insofar as damage claims continue to exist, Clause 7 shall apply.
9. Termination of the contract and its consequences
9.1 The contract may be terminated with due notice by either party at any time in writing with immediate effect or with effect
from a specified date.
9.2 In the event of ordinary termination of the contract the client shall pay for services rendered up to the time of the contract termination on the basis of the actual hourly workload and the applicable hourly rate plus any expenses incurred. In addition, the client shall hold IBS completely harmless.
9.3 If the ordinary termination is untimely, the terminating party is obliged to compensate the other party for any damage incurred as a result, if necessary in addition to the fee charged on the basis of the actual hourly workload and the applicable hourly rate plus any expenses incurred.
9.4 In the event of extraordinary termination due to contract-breaching conduct by one of the parties, the latter shall compensate the terminating party for the loss incurred by it as a result of the termination, if necessary in addition to the fee charged on the basis of the actual hourly workload and the applicable hourly rate plus any expenses incurred.
10. General
10.1 This contract is subject to Swiss law.
10.2 The court responsible for the location of IBS's headquarters has exclusive jurisdiction over all disputes arising from this contract, unless another court has exclusive jurisdiction on the basis of mandatory statutory provisions.