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General Terms and Conditions of Swiss Resilience Hub AG

 

  1. 1. Scope and Validity

Swiss Resilience Hub AG (hereinafter referred to as "SRH") provides services and distributes products, especially in the field of consulting and coaching, and offers content and services through its SRH GROW platform (srh-grow.ch; hereinafter referred to as the "GROW Platform"). These General Terms and Conditions (hereinafter referred to as "AGB") apply to all legal relationships between SRH and the recipient of services and/or products (hereinafter referred to as "Customers," SRH and Customers collectively referred to as the "Parties"), as well as the performance relationship between SRH and the direct beneficiaries of the services (hereinafter referred to as "Clients," see Section 9). 

Any general terms and conditions of the Customer are hereby excluded. Deviations from these terms and conditions are only effective if agreed or confirmed in writing by SRH. 

If, in addition to these AGB, special contract terms of SRH should be applicable, these shall take precedence over these AGB to the extent that they contain provisions differing from these AGB. 

These AGB alone do not establish any mutual obligations regarding supply, payment, acceptance, or contracting. A Customer's claim for delivery or performance regarding the scope of these AGB requires a valid contract for the services or deliveries. The presentation of products and services on the websites or in price lists of SRH does not constitute a legally binding contract offer by SRH.

  1. 2. Quotation

SRH places great importance on a thorough assessment of customer needs and generally prepares quotations for services and products following a personal preliminary discussion with the customer. Preliminary discussions are free of charge for a duration of up to 30 minutes. SRH informs the customer during the preliminary discussion about the potential cost of quotation preparation.

Unless otherwise specified, quotations from SRH are valid for ten (10) days.

The scope and detailed objectives of the services or products are finally documented in the quotation or a separate agreement.

At the commencement of service delivery, SRH, incurring costs based on actual effort, clarifies with the customer the respective expectations for the service or products. Hourly rates are recorded in the quotation or a separate agreement.

  1. 3. Conclusion of Contract

The contract between the parties is considered concluded when:

In the case of framework quotations or framework agreements, the contract between the parties is also considered concluded when further actions are regulated in separate plans (e.g., project plans). Reserved dates, non-scheduled workdays, or other resources allocated by SRH according to such plans are considered separate individual contracts. Individual contracts are also formed through SRH's acceptance of a customer's request.

  1. 4. Use of the GROW Platform

SRH offers content and services on the GROW Platform, some of which are free of charge and some of which are subject to fees. The fees for specific content and services are specified on the GROW Platform, including the available price list.

The content and services on the GROW Platform are intended solely for personal use. Any further or divergent use, especially automated retrieval of information and its distribution in other systems, is not permitted. It is expressly prohibited to reproduce content and services (including but not limited to audio, video, documents, conversations) that are visible or audible through the GROW Platform in any form (e.g., copying, downloading, recording). Additionally, it is prohibited to use these content and services for non-commercial or commercial purposes. Unauthorized use of the GROW Platform, including its content and services, is prohibited and subject to legal consequences.

SRH reserves the right to change, update, modify, or discontinue the content and services on the GROW Platform (or parts thereof) at any time and without prior notice, either temporarily or permanently. In the case of fee-based content and services, if there is a discontinuation or significant restriction to the detriment of the respective customers, the customer has the right to terminate the agreement with immediate effect, with no refund of prepaid amounts.

  1. 5. Service Billing and Payment Terms

Unless expressly agreed otherwise, services are billed based on actual effort expended. The conditions specified in the quotation or, in the absence of any other agreement, SRH's current fee and service overview apply. The expenses listed in the quotations are merely estimates of costs. For bookings made through the GROW Platform, services will be billed as indicated on the GROW Platform, unless explicitly agreed otherwise between the Parties.

Unless otherwise agreed, fees do not include travel, accommodation, and meal expenses incurred by SRH, as well as other incidental costs such as expenses (e.g., room rentals, use of special tools, and other third-party costs), taxes (especially VAT), customs duties, fees, etc. These will be invoiced separately to the customer.

SRH reserves the right to invoice partial services, demand advance payments, or full prepayment.

Typically, payments for online coaching, workshops, seminars, lectures, and other services are made in advance. Payment must be received in SRH's account no later than 5 days before the service delivery.

Invoices are due for payment within thirty (30) days from the invoice date without deductions. Customer default occurs without further notice after the payment deadline has passed.

In case of payment default, SRH reserves the right to charge default interest of 5% per annum and reminder fees (usually CHF 30.– per reminder). All other legal consequences of default are also reserved.

  1. 6. Cancellation Terms and Cancellation Costs

Coaching Sessions: Free cancellation of coaching sessions is possible up to 24 hours before the scheduled session time, or until 9:00 AM on Fridays for Monday sessions. After this time, the full fee is due. Canceled coaching sessions must be rescheduled within 30 days; otherwise, the full fee is owed. Pre-planned coaching sessions do not count as makeup sessions.

On- and offline workshops, seminars, lectures, and other services:

If, for reasons beyond SRH's control (e.g., coach's accident or illness, transportation failure, etc.), SRH cannot provide the contractual service, the customer cannot claim damages. In such a case, SRH undertakes, at its discretion, to provide the service at the next possible opportunity with another coach (if possible and not expressly declined by the customer), reschedule it, or provide a substitute product.

  1. 7. Confidentiality and Data Protection

The parties mutually commit themselves, as well as their agents, to maintain the confidentiality of all non-public documents and information pertaining to the business sphere of the other party that become accessible to them during the preparation and execution of the contract. This obligation remains in effect for as long as there is a legitimate interest in maintaining it, even after the termination of the contractual relationship.

In the context of providing services to the customer, SRH may process various personal data. SRH assures that it will treat personal data confidentially and will not disclose it to unauthorized third parties. The customer acknowledges that SRH may transfer personal data to its affiliated companies and subcontractors in Switzerland and/or the European Economic Area, as well as the United States. Information regarding the processing of personal data by SRH can be found in SRH's current Privacy Policy, which is available at www.swiss-resilience-hub.ch. The Privacy Policy may be amended or supplemented by SRH at any time.

The parties commit themselves to comply with the applicable data protection laws when handling data, information, and documents made accessible during the contractual performance. In the event of data processing by SRH, the parties may enter into a Data Processing Agreement ("DPA").

The customer, as the owner of their data, is responsible for ensuring that data transfer to and processing by SRH is permitted. Additional measures, such as those related to data protection or regulatory requirements, can be separately agreed upon by the parties.

If, as part of the service delivery, individual, personally identifiable reports are prepared about specific members of an organization, SRH considers these individuals as the only rightful recipients of this information, regardless of who the contracting party is. Reports or information to other individuals, including other members of the organization and/or supervisors, will only be provided with the consent of the rightful person or if the information does not pertain to personal aspects (such as participation and engagement in coaching and progress) or if there is a threat to life and safety.

  1. 8. Intellectual Property

Ownership of the materials provided, content on the GROW Platform, and products, as well as any existing or newly created intellectual property during the contract's fulfillment, remains with SRH or the authorized third parties engaged by SRH.

SRH grants the customer a non-exclusive, non-sub-licensable, spatially and temporally unrestricted right to use the provided materials.

SRH grants the customer a non-exclusive, non-sub-licensable, non-transferable right to use the content on the GROW Platform during the access period, as determined by these AGB or mandatory legal requirements.

The customer assures SRH that they will only provide materials for the contract's fulfillment to which the customer is entitled. The customer undertakes not to violate copyright when using the content on the GROW Platform and the provided materials and products.

The provisions of this Section 8 remain in effect even after the termination of the contract.

  1. 9. Warranty and Obligations of Cooperation

SRH notes that coaching is a voluntary, active, and self-responsible process, and results cannot be guaranteed. SRH serves the customer or client as a process facilitator and supporter in making decisions and implementing changes. The actual work of change is done by the client themselves. Therefore, the client should be willing and open to engage with themselves and their situation.

SRH will provide contractual services with due care and in accordance with the generally recognized principles for the respective field of service. A specific outcome cannot be guaranteed. Any statements made before or during the service provision (e.g., recommendations, forecasts, expectations) cannot be interpreted as assurances, warranties, or guarantees.

Any deficiencies in service provision that have demonstrably and unequivocally been caused by SRH can be rectified at the customer's written request at no charge. This includes, in particular, conducting coaching sessions again and correcting reports and statements. Further claims are expressly excluded.

SRH cannot guarantee that the GROW Platform can be used without interruption and errors under all possible conditions of use, and that any correction work performed by SRH will prevent the occurrence of other errors.

The customer and the client are obliged to act loyally and openly. They will make every effort, to the best of their knowledge and belief, to enable the service provision. The client bears sole responsibility for the use and implementation of the coaching results.

The customer is obligated to make these AGB (especially Sections 4 through 9) accessible to the client.

  1. 10. Liability

SRH's liability for personal injury is unlimited. The liability for direct damages caused by SRH in fulfillment of a contract is limited to a maximum of 20% of the compensation from the respective contract per contract and year, but no more than CHF 10,000.

Any liability of SRH or its agents for other or further claims and damages, including claims for indirect or consequential damages, consequential damages from defects, or third-party claims, as well as lost profits, regardless of the legal basis, is expressly excluded.

SRH is also not liable for damages arising from technical reasons (e.g., maintenance work) or for reasons beyond SRH's control (e.g., force majeure, third-party actions).

Any additional mandatory legal liability, such as under Art. 100(1) of the Swiss Code of Obligations, remains reserved.

SRH does not assume liability for accidents and theft during courses, workshops, or events. Insurance is the responsibility of the customers.

  1. 11. Insurance Coverage

Insurance coverage is generally the responsibility of the customers. SRH points out the possibility of taking out seminar cancellation insurance.

  1. 12. Final Provisions

SRH is entitled to involve third parties in the provision of services.

SRH is entitled to communicate with the customer or client via email. Emails are considered to be in written form. The customer or client is aware that emails can be read by third parties. The customer or client assumes all risks associated with the transmission and delivery of emails. In particular, the customer or client is responsible for regularly checking their inbox and spam folder. An email from SRH is considered delivered to the customer or client at the moment it is sent by the servers used by SRH to the email address specified by the customer or client.

Changes and additions to the contract, as well as all contractually relevant declarations of intent and statements related to the exercise of contractual rights, including terminations, reminders, or setting of deadlines, require written form. Electronic signatures (e.g., Skribble, DocuSign, or AdobeSign, or an electronic scan of the signature) that are sent by post, courier, or email are equivalent to written form. The contract part signed and sent in this manner is considered properly executed and validly delivered for all purposes.

Rights arising from the contract or these AGB can only be assigned to third parties with the prior written consent of SRH. SRH is free to assign the contract in whole or in part to third parties.

If any provision of these AGB or a contract is or becomes void or unenforceable, the remaining provisions shall continue to be valid. In such a case, the void or unenforceable provision shall be replaced by an effective provision that comes as close as legally possible to the economic effect of the void or unenforceable provision.

  1. 13. Choice of Law and Jurisdiction

Swiss law exclusively applies to all contractual and non-contractual claims, excluding the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980. The rules of conflict of laws do not apply.

The exclusive place of jurisdiction is the ordinary courts at the registered office of SRH in Switzerland. SRH can also sue the customer at their place of residence.