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These General Terms & Conditions of Business (GTB) form an integral part of the contract (Contract) concluded between the Client and Rödl & Partner AG, Zurich, or Rödl & Partner Treuhand AG, Zurich, (in each case: Rödl & Partner). The up-to-date and binding version of the General Terms & Conditions of Business is available from www.roedl.com/gtc-switzerland .
Any regulations deviating from these General Terms & Conditions of Business or any conflicting general terms and conditions of business of the Client are valid only with express written consent of Rödl & Partner.
The Contract between the Parties is deemed to be formed if Rödl & Partner receives from the Client a counter-signed confirmation of the Contract or if the Client ac-cepts an offer from Rödl & Partner in writing.
The content and the scope of every individual contract shall be specified in writing. Rödl & Partner shall provide services with the required diligence and according to the applicable laws, regulations and all applicable rules of profession and professional ethics. The Contract does not create any obligation upon Rödl & Partner to achieve a particular economic or other result.
(Expert) opinions, reports, presentations and other work results become binding only after they are signed by Rödl & Partner in a legally valid manner or if an appropriate closing letter is issued. Interim reports and preliminary work results the draft nature of which has been expressly stated or arises from the circumstances of the case are not binding and may significantly vary from the final result.
Unless explicitly agreed upon as a covenant, any specified deadlines are deemed to be non-binding target dates.
Unless agreed otherwise in the Contract, Rödl & Partner shall audit matters only according to Swiss law and/or take Swiss law as a basis for the execution of the Contract. Rödl & Partner shall lodge appeals and remedies for the Client only if Rödl & Partner has been explicitly authorised to do so.
The Client shall take all actions and submit all statements and declarations that are necessary to ensure that Rödl & Partner is able to execute the Contract in a proper and timely manner. In particular, the Client shall provide Rödl & Partner with all documents necessary for the execution of the Contract in a timely manner and without separate request and shall inform Rödl & Partner in a timely manner of all transactions, business matters and circumstances that could be of significance for the proper execution of the Contract.
It is entirely the responsibility of the Client to ensure that the documents and information submitted and the instructions given are correct and complete so that Rödl & Partner can assume when executing the Contract that the facts, figures, inventories and lists submitted by the Client are correct and complete.
Any additional workload or costs arising on the part of Rödl & Partner due to incomplete or incorrect documents or information and/or their late submission shall be borne by the Client, even in the case of a binding cost ceiling.
The Client agrees that during the term of the Contract and until the expiry of statutory retention periods, Rödl & Partner may store the submitted data, documents and information, including those of personal nature, on data carriers (servers, computers, CD-ROMs etc.) that can also be located abroad.
Documents made available to Rödl & Partner will be destroyed after the expiry of statutory retention periods, unless the Client explicitly demands their return.
The Client acknowledges the risks of email correspondence (e.g. loss of data during transmission, interception of contents of unencrypted emails by third parties) and agrees that information may be exchanged and confiden-tial data transmitted between the Client and Rödl & Partner also through unencrypted email. Each Party shall, on its own responsibility, make adequate arrangements to ensure error-free transmission or receipt and to enable the identification of elements with content-related or technical defects.
Rödl & Partner and its employees shall maintain confidentiality of all business and trade secrets and other confidential information of the Client both during and after the execution of the Contract. Confidential information means all information that is not publicly known or publicly available.
The duty of confidentiality does not extend to the disclosure of confidential information to third parties (i) if such disclosure serves to safeguard legitimate interests of Rödl & Partner as long as such third parties are bound by an equal duty of confidentiality; or (ii) if such disclosure is required due to a statutory obligation or due to an official or court order. Furthermore, as long as this is required for the execution of the Contract, Rödl & Partner may share confidential information with partners and employees irrespective of which department they work for (attorneys at law, tax consultants or other advisers) and disclose it to foreign companies of the Rödl & Partner Group and cooperation partners, including Barbier Habegger Rödl Rechtsanwälte AG, Winterthur.
The above-mentioned duties shall not prevent Rödl & Partner from fulfilling the same or similar contracts for other clients subject to compliance with confidentiality requirements.
All information provided, reports made and expert opinions prepared by Rödl & Partner are intended for the sole use of the Client and are protected by copyright.
Work results of any kind and professional statements may be disclosed to third parties only with written consent of Rödl & Partner and only with an appropriate Release or Reliance Letter with an explicit limitation or disclaimer of Rödl & Partner's liability. Depending on the scope and nature of the planned disclosure, it should be clarified to what extent it is necessary to make special arrangements concerning professional liability as part of due diligence. The disclosure limitations do not apply to the disclosure to the governing bodies, shareholders and/or subsidiaries of the Client.
The Client may not modify binding reports by Rödl & Partner or other work results, unless they are intended for further processing by the Client.
Any references to the existing contractual relationship between the Parties, in particular as part of advertising or testimonials, may be made only upon mutual agreement of the Parties.
Unless agreed otherwise, fees will be billed according to the workload at applicable hourly rates of Rödl & Partner employees. The minimum billing unit is 10 minutes. Travelling time will be billed at half the applicable hourly rate.
If the Parties agreed upon a flat fee in writing, the flat fee will apply only to services explicitly covered by that flat fee. Additional services will be billed according to the workload.
In addition to the fee, Rödl & Partner will be entitled to the reimbursement for outlays (travel expenses, meals etc.). In addition, administrative expenses (such as postage, telephone, materials, etc.) will be charged at a flat rate of 3% of the fee. If, after consultation with the Client, Rödl & Partner engages third parties to perform services, the Client shall – at the request of Rödl & Partner – pay for those services directly to those third parties and shall release Rödl & Partner from the arisen obligations.
The cost and fee estimates submitted by Rödl & Partner are only an estimate and are not a binding flat fee agreement. The cost and fee estimates are based at all times on assumptions made and known as of the date of preparing the estimates. Should unforeseeable events that increase costs occur, Rödl & Partner will inform the Client thereof in a timely manner.
Should Rödl & Partner carry out examinations (in consultation with the Client) that exceed the agreed-upon service scope, or if it becomes apparent when providing the service that further services are necessary in a significant scope, or should conditions of the agreed-upon service scope be no longer met in part or in whole, the Client and Rödl & Partner shall agree on a new fee.
All fees and cost estimates are net of VAT.
In general, invoices shall be issued on a monthly basis. Rödl & Partner is entitled to claim appropriate advance payments on account of fees and outlays and to issue, on a periodic basis, interim invoices for services already performed and outlays already incurred.
If Rödl & Partner requests an advance payment or issues an interim invoice or if the Client defaults on payments, Rödl & Partner will be entitled to suspend or discontinue the performance of the services until the owed payments are made.
Invoices issued by Rödl & Partner fall due within 14 days of the invoice date and are payable per bank transfer. If the Client does not notify Rödl & Partner otherwise, an invoice is deemed to be accepted within 10 days of the date of delivery.
If the Client is late to pay an invoice, Rödl & Partner shall send the Client payment reminders subject to reminder fees and shall charge 5% late payment interest starting from the due date of the invoice.
Rödl & Partner will be liable to the Client for intentional or grossly negligent breach of its duties of due care and other contractual obligations.
Rödl & Partner will not be liable for any other events, irrespective of the legal grounds for asserting liability claims. This includes but is not limited to liability (i) for any statements made by Rödl & Partner in form of ex-pectations, forecasts or projections, or recommendations regarding the occurrence of certain circumstances; (ii) for any claims of third parties raised on account of the disclosure of any kind of work results that have been disclosed by the Client to third parties without the consent of Rödl & Partner; and (iii) for accuracy and completeness of documents and information submitted by the Client.
Complaints arising from the Contract must be made immediately in writing and Rödl & Partner must be given the opportunity to remedy the defect.
Where permitted by law, Rödl & Partner’s liability will be limited to CHF 2'000'000.-- . All liability limitations also apply to all persons to whom Rödl & Partner has lawfully assigned the management of the business.
The Contract may be terminated by either Party at any time without notice, unless the Parties agree otherwise in writing. This shall not apply to obligatory audits and other statutory audits to be carried out by auditors. If the Contract is terminated at an inopportune time, the terminating party shall compensate the other Party for any loss caused as a result thereof.
Rödl & Partner is entitled to terminate the Contract immediately, even at an inopportune time, especially in the case of the Client’s impending insolvency, overindebtness or a repeated default on the payment by the Client and Rödl & Partner shall not pay any compensation on this account.
If the Contract is terminated, the Client shall remunerate Rödl & Partner for all services performed until the termination date based on the effective hourly workload and the applicable hourly rates. If a flat fee was agreed upon, a proportionate amount of the flat fee will be payable for the services performed so far. Rödl & Partner reserves the right to claim damages due to termination at an inopportune time.
Should any provision of these General Terms & Condi-tions of Business be declared invalid, this shall not affect the remaining provisions hereof. The invalid provisions shall be replaced with lawful provisions with as precisely equivalent economic purpose as possible.
The Contract between the Client and Rödl & Partner as well as these General Terms & Conditions of Business are subject to Swiss law, excluding IPRG (Swiss International Private Law). The place of performance of the Parties' thus determined obligations is Zurich (Switzerland). The Parties agree that the courts in the Canton of Zurich shall have the exclusive jurisdiction over all disputes arising out of this Contract or these General Terms & Conditions of Business, unless peremptory provisions of law provide for another court of exclusive jurisdiction.
