These contractual terms and conditions shall apply when Switzerland Global Enterprise purchases consultancy services from an expert and supplies them to a customer under its own or another party’s name (consultancy mandate).
These contractual terms and conditions shall also apply when a contract is concluded between a customer and an expert through the agency of Switzerland Global Enterprise (agency mandate).
These contractual terms and conditions shall prevail over the expert’s contractual terms and conditions.
‘Client’ for consultancy mandates is Switzerland Global Enterprise.
‘Agent’ for mandates between expert and customer is Switzerland Global Enterprise.
‘Customer’ is the advised company. Parties closely linked to the customer shall be regarded as equivalent to the customer. They include:
If a contract is concluded between the customer and the expert on the basis of an agency mandate, the expert shall pay the agent a platform fee of 15% of the net fee (gross fee after deduction of VAT and expenses) invoiced to the customer.
A mandate is considered to have been negotiated if a contract between the customer and the expert would not have been concluded without the intermediation of the agent.
The expert shall inform the agent of the submission of an offer and the conclusion of a contract with a customer without being requested to do so. The expert shall settle with the agent on completion of the mandate or every six months in the case of long-term mandates. Together with his statement of account, the expert shall send the agent copies of the invoices submitted to the customer for the negotiated mandate. The agent reserves the right to demand further information for the purpose of checking the said invoices. The expert shall disclose the contractual relationship with the agent to the customer and, on conclusion of the contract, shall obtain the customer’s consent entitling the expert to inform the agent of the contractual relationship with the customer insofar as this is necessary for the fulfilment of the expert’s obligations to the agent.
The expert can call upon third parties to perform the mandate. The expert shall inform Switzerland Global Enterprise of the involvement of third parties beforehand and without being requested to do so. A platform fee of 15% of the net fee (gross fee after deduction of VAT and expenses) shall also be paid in respect of the services of third parties provided on the basis of an agency mandate. In such case, the expert shall also disclose these invoices. The expert shall be liable towards the agent for the platform fee for services provided by third parties. The expert shall disclose the contractual relationship with the agent to the third party and, on conclusion of the contract, shall obtain the consent of the subcontracted third party entitling the expert to inform the agent of the contractual relationship with the third party insofar as this is necessary for the fulfilment of the expert’s obligations to the agent.
The platform fee payable under agency mandates shall always be payable for all services until completion of the mandate in question.
The agent reserves the right to check with the customer whether the customer is satisfied with the way the expert has performed the mandate.
Settlement and payment arrangements for consultancy mandates shall be agreed individually.
The parties mutually waive the setting off of claims.
All copyrights in the services provided by the expert under a consultancy mandate shall pass to Switzerland Global Enterprise.
Liability on the part of the agent towards the customer shall always be excluded. Should the agent nevertheless be held liable by a customer in the context of a mandate, the expert undertakes to support the agent, in particular to assist the agent as a secondary party in legal proceedings and to indemnify the agent, should the latter be defeated.
Should the expert be held liable by a customer in the context of a negotiated mandate, recourse against the agent shall be excluded.
The expert undertakes to maintain confidentiality and shall not pass on information to unauthorised third parties during or after termination of the cooperation.
Should any individual clauses of these contractual terms and conditions be or become invalid, this shall not affect the validity of the remaining clauses. The invalid clause shall be replaced by one that is valid and that emulates the content and purpose of the invalid clause as closely as possible.
The legal relationship between the parties is to be governed exclusively by Swiss law.
The sole place of jurisdiction for the legal relationship between the parties is Zurich (Switzerland).
Version 1, September 2013