1 General Terms and Conditions (GTCs) – HR Graff Consulting GmbH
1. Scope of Application
1.1 These General Terms and Conditions (GTCs) apply to all contracts, agreements, and services provided by HR Graff Consulting GmbH (hereinafter referred to as “the Company”) to its clients.
1.2 These GTCs form an integral part of every contract unless otherwise agreed in writing.
1.3 Any conflicting or additional terms and conditions of the client are only applicable if explicitly acknowledged in writing by the Company.
1.4 The General Terms and Conditions (GTC) must be made available on the Company’s website in an easily accessible location. Any offers made to clients should either reference the GTC on the website or include them as part of the offer.
2. Services Offered
2.1 The Company provides HR consulting services, including but not limited to: o HR Transformation: Assisting organizations in implementing strategic HR changes to enhance efficiency and effectiveness. o HR Practices & Compliance: Developing and optimizing HR operations, compliance, and employee relations. o Career Development Coaching: Offering coaching to individuals to help them reach their professional goals. o HR Interim Management: Providing temporary HR leadership during transitional periods within organizations.
2.2 Specific services, deliverables, and timelines will be outlined in individual service agreements or contracts.
3. Formation of Contract
3.1 A contract is deemed concluded once the client accepts the Company’s written offer either by signing the contract or by confirming the acceptance in writing, including via email.
3.2 Verbal agreements or modifications are only binding if confirmed in writing by the Company.
4. Fees and Payment Terms
4.1 The fees for services are specified in the individual contract or service agreement. Payment options include hourly rates, project-based fees, or monthly subscription packages.
4.2 Invoices are issued monthly or upon the completion of specific project milestones, with payments due within 30 days from the date of the invoice.
4.3 Interest on overdue payments is charged at the statutory rate, and the Company reserves the right to suspend services if payments are not received.
4.4 Prices are listed excluding VAT.
4.5 Expenses will be invoiced based on actual cost and are not included in any prepaid fees unless otherwise specified.
5. Refund of Prepaid Hours
5.1 If the client has prepaid for hours that are not used, the Company will refund the balance within 30 days of receiving a refund request. Such credits will not be interest-bearing.
6. Client Obligations
6.1 The client must provide all necessary information, documentation, and access needed for the Company to perform the services.
6.2 The client is responsible for ensuring that the information provided is accurate, complete, and up to date. The Company is not liable for delays or errors caused by incomplete or inaccurate information.
7. Confidentiality
7.1 Both parties agree to maintain strict confidentiality regarding all information exchanged in connection with the services provided. This includes business secrets, client data, and other sensitive information.
7.2 The obligation of confidentiality remains effective even after the termination of the contract.
7.3 Confidential information may only be disclosed to third parties with the express written consent of the other party or if required by law.
8. Digital Information Exchange
8.1 The Company may exchange information with the client via digital means. Both parties acknowledge that while reasonable efforts will be made to ensure the security and confidentiality of information, the use of digital communication tools presents a risk of information loss, interception, or corruption.
8.2 The client assumes responsibility for ensuring that any information sent or received digitally is adequately protected and acknowledges that the Company is not liable for any damages resulting from digital communication.
9. Intellectual Property
9.1 All intellectual property rights related to materials, methodologies, and tools provided by the Company remain the exclusive property of HR Graff Consulting GmbH.
9.2 The client is granted a non-exclusive, non-transferable license to use these materials strictly for internal purposes as defined in the contract. Unauthorized reproduction or distribution is prohibited.
10. Liability
10.1 The Company will perform its services with the utmost care and professionalism. However, liability is limited to cases of gross negligence or wilful misconduct
10.2 The Company’s total liability is limited to the amount of fees paid by the client in the twelve months preceding the incident that gives rise to the claim.
10.3 The Company is not liable for indirect or consequential damages, including lost profits or business interruptions.
10.4 To ensure the enforceability of the limitation of liability, the client must explicitly acknowledge and accept this limitation in writing or as part of the individual service contract.
11. Termination
11.1 Either party may terminate the contract with a 30-day written notice unless otherwise specified in the contract.
11.2 Upon termination, the client is required to pay for all services rendered up to the date of termination.
11.3 The Company reserves the right to terminate the contract with immediate effect in cases of material breach by the client.
12. Governing Law and Jurisdiction
12.1 These GTCs and any related contracts are governed by Swiss law.
12.2 The place of jurisdiction for any disputes shall be Cham, Switzerland, for both parties, regardless of the client’s domicile. This jurisdiction clause should also be included in individual contracts to ensure enforceability.
13. Amendments to the GTCs
13.1 The Company reserves the right to amend these GTCs at any time. Clients will be notified of any changes in writing or via email. If the client does not object in writing within 14 days, the changes will be deemed accepted.
13.2 Continued use of the Company’s services following an amendment indicates acceptance of the revised GTCs.
14. Severability
14.1 If any provision of these GTCs is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be replaced with a valid one that most closely reflects the intent of the original provision.
15. Entire Agreement
15.1 These GTCs, along with the individual contracts, constitute the entire agreement between the Company and the client, superseding all prior agreements, negotiations, and understandings, whether written or oral.
16. Provisions
16.1 It is recommended that the client signs both the General Terms and Conditions (GTC) and the individual contract. Signed copies of both documents should be retained for record-keeping purposes to ensure enforceability of all terms, including the limitation of liability.