Conditions
A. GENERAL RULES
1. SCOPE OF APPLICATION/VALIDITY
These General Terms and Conditions (hereinafter referred to as "GTC") govern the conclusion, content and execution of all contracts between todai gmbh (hereinafter referred to as "todai") and its customers, unless otherwise agreed in individual cases.
The offer of todai is only directed at customers from Switzerland. Accordingly, these GTC apply to all customers from Switzerland.
todai refers to the applicable GTC in its offers. These are deemed to be accepted when the customer concludes the contract with todai and become an integral part of the contractual relationship with the customer.
Other GTC of the customer are not valid, unless they are expressly accepted by todai in writing as an integral part of the contract.
Within the framework of an existing business relationship, the GTC are also valid, even if they are not specifically adopted within the framework of an individual contractual relationship.
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2. GENERAL OBLIGATIONS OF TODAI
todai provides its services in accordance with generally accepted business standards, unless otherwise stipulated in individual cases or in these general terms and conditions.
The basically possible scope of services of todai includes the provision of consulting services regarding strategy and communication. It advises and supports companies in the areas of strategy, communication, innovation, leadership coaching, coaching and mentoring.
todai undertakes to provide the services with due care in the interest of the client and to protect the client's business secrets.
If the client also uses services of third parties via services of todai, the client is responsible for compliance with the terms of use of these third party providers and may be held directly liable in the event of damage. No liability is assumed for damages caused by third-party service providers.
todai undertakes to adhere to the schedule agreed with the client to the best of its ability. However, it accepts no responsibility for delays for which it is not responsible, for example due to "force majeure" or because third party service providers have not worked on time or have worked defectively. Exceeding a delivery date does not entitle the client to withdraw from the contract, to refuse acceptance and/or to claim damages. In the event of a delay, the customer must first grant todai a reasonable extension of time of at least 14 days in writing.
If concept or project changes arise and/or become necessary due to project adjustments, todai shall inform the customer thereof.
todai undertakes to archive all project documents for five years after completion of a project and to make them available to the customer at any time.
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3. GENERAL OBLIGATIONS OF THE CLIENT
The contracting parties shall agree with each other on the organizational framework and designate the persons responsible for it and authorized to make decisions.
The client shall ensure that todai is provided with all information necessary for the proper performance of the work assigned to it in a timely manner and free of charge and that it is granted the necessary access to all premises, facilities, infrastructure, etc. todai shall be entitled to rely on the information provided by the client or its representative for the performance of its work. It shall be entitled to rely at all times and in full on the information provided to it by the client or its contact person as to its scope, accuracy and completeness in the performance of its work. todai shall not perform any work on the basis of insufficient or unclear information provided by the Client. Delays or additional costs due to insufficient, incomplete or incorrect information are the responsibility of the customer.
The customer undertakes to inform todai in advance of the priorities of his needs, the schedule and the budget. He also informs todai immediately of any changes to these parameters.
The final project documents will be sent to the client electronically as a dossier. The client undertakes to examine this dossier in detail immediately after receipt and to notify todai in writing of any proposed changes and/or additions no later than 14 days after receipt. If the customer does not submit any written suggestions for changes and/or additions within this period, the dossier shall be deemed to have been approved without further ado and shall form the basis for the project work to be carried out by todai.
In the selection of third-party service providers for the implementation of the concepts prepared by todai, todai has a right of refusal. If the customer is thereupon unwilling or unable to replace the rejected third party service provider by another provider as well as by a provider suggested by todai, todai shall be entitled to terminate the contract without notice, without thereby becoming liable for damages to the customer and without losing the right to charge its expenses incurred up to that point in time in full. In such a case, the customer also guarantees todai full indemnity, also against any claims from third party service providers.
4. CONCLUSION OF CONTRACT
A contract between the customer and todai is concluded in accordance with the Swiss Code of Obligations Art 1 ff.
Objections to todai's order confirmation must be communicated to todai without delay, otherwise it is deemed to be approved and is binding for both parties.
5. GENERAL PRICES AND TERMS OF PAYMENT
Prices are quoted in Swiss francs (CHF). Unless otherwise stated, they do not include value added tax. In addition, the expenses listed in the offer or order confirmation will be charged.
Payment is made by invoice, major credit cards or PayPal.
If payment is made by credit card or PayPal, the invoice amount is due immediately. If payment is made by invoice, one third of the project sum is due immediately after the order has been placed.
Services to be paid by invoice are due for payment within 10 days. If todai becomes aware of circumstances which appear to affect the customer's ability to pay (e.g., different delivery address, late payment, creditworthiness problems, ongoing bankruptcy proceedings, etc.), todai reserves the right to process orders without invoice only via the other means of payment mentioned. The outstanding invoice amount (including interest on arrears and reminder fees) can be handed over or sold to a third party for the purpose of collection.
Any deductions by the buyer not expressly agreed are not permitted. Delayed delivery or commissioning shall not entitle the buyer to defer his payments.
Non-compliance with the agreed payment dates will trigger default without an express reminder and todai will be entitled to interest on arrears of 1% per month as well as compensation for all reminder, collection, legal and court costs and other damages.
If the customer is in arrears with the payment of a delivery or a payment on account for project work, todai may defer further deliveries to the customer and/or interrupt project work as well as retain working documents provided by the customer. In this case, project work will only be resumed after full payment of the outstanding amount. The customer shall be responsible for any delays in delivery or project work and costs resulting from default in payment.
todai is entitled to demand advance or partial payments or other securities at its own discretion.
Any claims of the customer may only be offset against claims of todai with the written consent of todai. The invoices of todai are due for payment in any case, even if the customer gives notice of defects.
The customer expressly authorizes todai to obtain information from third parties for a possible credit check. todai will of course treat all data as strictly confidential.
6. DELIVERY
Unless otherwise agreed, any shipping and transport costs shall be borne by the customer. This also applies to deliveries abroad regarding any customs duties, taxes and other charges.
The relevant statutory regulations shall apply.
7. PERSONAL FULFILMENT
Neither party is entitled to transfer the obligations arising from the business relationship in whole or in part to a third party without the prior written consent of the other party. Exceptionally, a third party may be involved if circumstances so require or if representation is deemed permissible for reasons of circumstance.
B. SERVICE CONTRACT
1. TERMS OF PAYMENT
In addition to its fee, todai shall be reimbursed for all outlays, uses and expenses incurred in connection with the performance of the respective service contract. In particular, todai shall be reimbursed for the costs of copies and prints.
Unless the parties have agreed otherwise, the individual project phases shall be invoiced after completion of the project. The client shall be invoiced for the disbursements, uses and expenses incurred in the performance of the contract.
2. COPYRIGHT
The copyright to creative and design services remains with todai until the client has paid in full for the service provided.
C. PURCHASE CONTRACT
1. RESERVATION OF OWNERSHIP
Any service sold by todai remains its property until full payment has been made. todai is entitled to obtain a corresponding entry in the retention of title register at the customer's place of residence or business or to inform third parties of this retention of title in any other way.
2. WARRANTY
For customers resident or domiciled in Switzerland:
The purchaser must notify todai immediately of any defects in the service provided. todai shall endeavor, but shall not be obliged, to remedy the defects unless required by law.
To the extent permitted by law, todai's liability for defects in connection with services sold by todai is completely excluded, i.e., the customer is not entitled to any rights of rescission, reduction, subsequent delivery or rectification, nor is he entitled to compensation from todai for any consequential harm caused by a defect or other damages.
A. FINAL PROVISIONS
1. CANCELLATIONS
There are no cancellation fees.
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2. LIMITATION OF LIABILITY
Limitation of liability for clients resident or domiciled in Switzerland
todai is only liable for damage caused by it or by a third party involved in the contractual relationship if it does not prove that it is not at fault, whereby any liability for slight negligence is excluded. It shall be liable at most for the damage incurred up to a maximum of the amount of the order. Liability for personal injury and damage to property is excluded from this limitation. Liability of todai for auxiliary persons is completely excluded. Furthermore, any liability is excluded to the extent permitted by law.
Insofar as the liability of todai is limited or waived, this also applies to the personal liability of its legal representatives, employees and vicarious agents.
3. SECRECY
The contracting parties undertake to maintain secrecy regarding facts and data which are neither public knowledge nor generally accessible. This obligation shall also be imposed on third parties involved. In case of doubt, facts and data shall be treated confidentially. The duty of confidentiality already exists before the conclusion of the contract and also after the termination of the contractual relationship or after the performance of the agreed service. Statutory duties of disclosure shall remain reserved.
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4. DATA PROTECTION REGULATIONS
todai's data protection regulations can be viewed in the separate data protection declaration at todai.ch or futureleadership.ch.
5. SEVERABILITY CLAUSE
Should individually provision of these general terms and conditions or further agreements between the customer and todai be or become void or invalid, the remaining part of the contract shall not be affected. Void or invalid provisions shall be replaced by such valid provisions that come as close as possible to their economic purpose. The same procedure shall be followed if there is a gap in the contract or if a provision proves to be unenforceable.
6. PARTS OF THE CONTRACT AND ORDER OF PRECEDENCE
In the event of contradictions between the contract concluded with the customer and these GTC, the contract document shall take precedence over the terms of these GTC. In turn, these GTC shall take precedence over the offer.
7. ASSIGNMENT, TRANSFER AND PLEDGE
Rights and obligations arising from the contractual relationship may not be assigned, transferred or pledged to third parties without the prior consent of the other contracting party.
8. CHANGES
todai is entitled to amend, update or supplement its GTC at any time. It must send the customer the latest version of its GTC. If the customer does not object to the new GTC within 14 days of receipt of the new GTC, the new GTC shall be deemed to be incorporated into the current contractual relationship. These GTC are published in their current form on the todai website and made available for download.
9. PLACE OF JURISDICTION AND APPLICABLE LAW
These GTC are governed by Swiss law, in particular by the provisions of the Swiss Code of Obligations. The place of jurisdiction is the registered office of todai. This is located in the municipality of Zug in the canton of the same name.
The customer hereby expressly confirms that he has read and understood the above General Terms and Conditions of todai gmbh, Zug. He also acknowledges that these General Terms and Conditions become an integral part of his contract with todai gmbh, Zug.
Zug, January 15th 2021