General terms and conditions for consulting and project services
1. Scope of Application
1.1. These General Terms and Conditions («GTC») govern the contractual relationship between HR Campus AG («PROVIDER») and the Customer («CUSTOMER») (each individually «PARTY», together the «PARTIES»). They apply to all services that the CUSTOMER purchases from the PROVIDER, in particular also follow-up transactions and support services («SERVICES»), even if the PARTIES do not refer to the GTC in individual cases. Agreements between the PARTIES with reference to other GTC of the PROVIDER are reserved.
1.2. General terms and conditions of the CUSTOMER do not apply.
1.3. The definition «CUSTOMER» includes, insofar as they actually use services of the PROVIDER, the companies affiliated with the CUSTOMER. An affiliated company within the meaning of the CONTRACT is any company that directly or indirectly (i) controls the CUSTOMER, (ii) is controlled by the CUSTOMER and/or (iii) by the same superordinate company as the CUSTOMER. In this context, a company is deemed to be «controlled» if at least 50 % of its shares are directly or indirectly held by the controlling company or the latter has the right to directly or indirectly select a majority of the management or administrative bodies. This addition to the definition «CUSTOMER» applies to the entire CONTRACT.
2. Offers, Conclusion of Contract and Contract Components
2.1. Offers from the PROVIDER («OFFER») are valid for 30 days, unless the OFFER specifies a different validity period.
2.2. A Contract between the PROVIDER and the CUSTOMER («CONTRACT») is concluded as follows:
• by signing a written Agreement on both sides («AGREEMENT»); or
• by signing of the OFFER or an order confirmation from the SUPPLIER by the CUSTOMER; or
• due to tacit conduct in which the CUSTOMER accepts services of the PROVIDER which are usually provided only in return for compensation.
2.3. The CONTRACT consists of the following components, whereby the following order of priority applies in the event of contradictions:
• AGREEMENT or OFFER or order confirmation;
• Appendices;
• GTC of the PROVIDER.
3. Subject of the Contract
The subject matter of these GTC is all SERVICES of the PROVIDER that the PROVIDER provides within the framework of the CONTRACT, in particular but not exclusively implementation, project, consulting, support and other services, the creation of concepts, analyses and specifications, process consulting, parameterisation of standard software distributed by the PROVIDER («SOFTWARE»), the establishment of interfaces, training, as well as support in the transfer of data.
4. Services of the Supplier
4.1. The PROVIDER'S performance obligations are conclusively derived from the OFFER or the AGREEMENT. There are no additional performance obligations of the PROVIDER.
4.2. Insofar as the OFFER or the AGREEMENT does not expressly provide for the delivery of a work result, the PROVIDER shall not owe any work result. The PROVIDER is solely obligated to undertake careful work.
4.3. The PROVIDER has the right to involve third parties to fulfil the CONTRACT.
5. Intellectual Property Rights, Rights to Results
5.1. Software, software adaptations, concepts, know-how, information, data, files, documents that are made available to the CUSTOMER by the PROVIDER within the framework of contract negotiations or in connection with the execution of the CONTRACT and which already exist at the time of the conclusion of the CONTRACT are the exclusive intellectual property of the PROVIDER («PRE-EXISTING INTELLECTUAL PROPERTY RIGHTS»). They may not be reproduced by the CUSTOMER or made accessible to third Parties. If the CONTRACT is not concluded, it must be returned or irretrievably deleted by the CUSTOMER, depending on the instructions of the PROVIDER, and may no longer be used.
5.2. The PROVIDER grants the CUSTOMER a free and non-exclusive right to use these PRE-EXISTING INTELLECTUAL PROPERTY RIGHTS for its own internal operational purposes, as long as this is necessary for the contractual and intended use of the SERVICES.
5.3. Unless the CONTRACT expressly provides otherwise, all intellectual property rights to all software and software adaptations, documentation, concepts, methods, work results and all other documents and results created within the framework of the CONTRACT remain exclusively with the PROVIDER. This shall also apply if these results have arisen as a result of the cooperation or specification of the CUSTOMER.
5.4. The CUSTOMER shall receive the unlimited, free-of-charge and non-exclusive right to use these work results for its own internal business purposes. The CUSTOMER has no right to pass on the work results in any form to third parties.
6. Remuneration and Payment Terms
6.1. The CUSTOMER must pay the remuneration specified in the CONTRACT.
6.2. If the CONTRACT does not provide for any other regulation, the expense will be invoiced to the CUSTOMER monthly at the PROVIDER’S standard rates.
6.3. If a fixed price or cost ceiling has been agreed in the CONTRACT, the PROVIDER has the right to demand partial payments or advance payments. The amount and due date are set out in the CONTRACT.
6.4. If the actual expenditure is greater than the agreed fixed price or the agreed cost ceiling if applicable, and if this is at least partially due to incomplete or incorrect information by the CUSTOMER, improper cooperation of the CUSTOMER or other extraordinary circumstances that could not be foreseen or that were excluded according to the conditions assumed by the PARTIES (e.g. departure/absence of relevant decision or knowledge bearers of the CUSTOMER), the PROVIDER has the right, after warning the CUSTOMER, to increase the fixed price or the cost ceiling according to the additional expenditure caused by the CUSTOMER’S conduct or by the exceptional circumstances.
6.5. Expenses will be invoiced additionally according to effective costs, unless the CONTRACT provides otherwise.
6.6. All prices are exclusive of VAT. The payment deadline is 30 days from the invoice date. Within the payment period, the CUSTOMER can raise justified objections to the invoice in text form (including email). After the expiry of the payment period, the invoice shall be deemed accepted without reservation. If the CUSTOMER fails to comply with its payment obligation within the payment period, it shall be in default without further ado at the end of this period and shall pay default interest of 5 % p.a. If the payment is not made without objection to the invoice by the expiry of the payment period, the PROVIDER shall continue to have the right to discontinue all services until full payment. Additional expenses arising from this shall be borne by the CUSTOMER.
6.7. All bank expenses (in particular fees for foreign transfers) shall be borne by the CUSTOMER.
6.8. The offsetting of reciprocal claims is only permissible insofar as the claim for offsetting is based on a legally binding court order or has been recognised by the other PARTY in a legally binding manner.
7. Further Obligations of the Customer
7.1. The CUSTOMER is obligated to undertake all acts of cooperation which are necessary from the PROVIDER'S perspective for the fulfilment of the CONTRACT. In particular, the CUSTOMER shall ensure that the PROVIDER has all necessary information, data, documents and personnel available in a timely manner or within a reasonable period of time in order to enable the PROVIDER to fulfil its contractual services and obligations on time.
7.2. The CUSTOMER shall appoint a representative and his/her deputy authorised to make binding decisions and instructions.
7.3. The CUSTOMER shall review each service of the PROVIDER with regard to defects and usability before it is used productively.
7.4. If the CUSTOMER violates its obligations to cooperate, any obligation on the part of the PROVIDER to comply with promised deadlines and assured availabilities shall expire. Any liability of the PROVIDER for damages resulting from a breach of the CUSTOMER’S cooperation obligations is excluded in total. The CUSTOMER must pay any additional costs incurred as a result of the breach of the duty to cooperate. Any obligation to pay compensation shall only arise once the PROVIDER has issued a warning to the CUSTOMER.
8. Acceptance of work results
8.1. The CUSTOMER is obligated to check services of the PROVIDER with the work result to be transferred immediately after delivery or notification of acceptance readiness by the PROVIDER.
8.2. The acceptance period is four (4) weeks and begins with the notification of readiness for acceptance. The acceptance report must be signed by the CUSTOMER no later than the last day of the acceptance period. If no significant defects are reported during this period, the work results shall be deemed accepted. If the CUSTOMER refuses to issue acceptance despite all acceptance conditions are met and uses the work results productively for two months, the performance shall be deemed successfully tested and retroactively accepted as of the date of delivery or notification of readiness for acceptance.
8.3. Errors that make the use of the affected work product impossible or only allow use with significant restrictions are considered to be material defects.
8.4. All other errors are deemed to be non-substantial with regard to the work results of the service and do not entitle the PARTY to refuse acceptance. They will be remedied within the scope of the warranty.
8.5. In the event of a justified refusal of acceptance, the PROVIDER shall remedy the significant defects by rectification and shall in turn provide the work results for acceptance, whereby a new acceptance period shall commence.
9. Warranty
Services
9.1. With regard to SERVICES of the PROVIDER without the work result to be handed over, the PROVIDER guarantees that these will be carried out with the care customary in the industry.
Work Results
9.2. With regard to the SERVICES of the PROVIDER with the work result to be handed over, the PROVIDER guarantees that the work results correspond to the work description in the CONTRACT.
9.3. Defects in work results are only deemed to be defects within the meaning of this CONTRACT if they were present at the time of handover or acceptance of the work results. The CUSTOMER must provide proof that the defect already existed at this time.
9.4. The CUSTOMER must report the defect immediately after it becomes known in text form (including email). The reproducibility of the error is a prerequisite for error correction.
9.5. The PROVIDER excludes any warranty if a defect is not immediately reported in text form (including e-mail), if a defect results from faulty or incomplete information or faulty cooperation of the CUSTOMER, or if the work result of the PROVIDER has been changed by the CUSTOMER or third parties.
9.6. The problem support and elimination by the PROVIDER does not constitute recognition of the existence of a defect.
9.7. If the PROVIDER provides services for error analysis or correction without being obliged to do so, the PROVIDER may demand remuneration in accordance with the conditions agreed in the CONTRACT. Any obligation to compensate for such services arises only after written notification (including by email) to the CUSTOMER that the PROVIDER will perform such services despite the absence of any obligation.
9.8. The warranty period is twelve (12) months, starting from the notification of readiness for acceptance or, if acceptance takes place, on the date of acceptance.
9.9. The PROVIDER shall remedy defects that have been reported by the CUSTOMER in text form (including email) by improvement (correction of defects). If the supplementary performance fails twice, the Customer can continue to demand supplementary performance or instead demand an appropriate reduction. Any further legal warranty rights of the CUSTOMER, in particular replacement delivery, are hereby excluded.
10. Liability
10.1. The PROVIDER shall be liable without limitation for damages caused intentionally or through gross negligence by the PROVIDER. The PROVIDER is also liable without limitation for any personal injury.
10.2. In addition, the PROVIDER shall be liable exclusively for direct damages that have been demonstrably incurred by the CUSTOMER in connection with the contractually agreed performance if it does not prove that it is not at fault.
10.3. This liability is, to the extent permitted by law, limited in total to the amount the CUSTOMER owes for the services provided in the twelve (12) months preceding the damaging event, in the performance of which the PROVIDER caused the damage, and in any case to a maximum of CHF 100,000.00.
10.4. The liability of the PROVIDER for pure financial losses, indirect damages or consequential damages such as loss of profit, unrealised savings, the CUSTOMER’S own expenses such as additional personnel costs, recourse claims of third parties, default damages, damages from data loss, damages from data damage or costs resulting from the involvement of third parties by the CUSTOMER is completely excluded, as far as legally permissible.
10.5. The PROVIDER is liable for the conduct of the auxiliary persons involved to the same extent as for its own. The PROVIDER assumes neither responsibility nor liability for the conduct of the substitutes.
10.6. Any further liability of the PROVIDER is excluded.
11. Force Majeure
Neither the PROVIDER nor the CUSTOMER shall be liable for force majeure. If the PARTIES are unable to comply with their contractual obligations despite all due diligence due to force majeure such as natural events (in particular but not exclusively storm, lightning, fire, earthquake), epidemics, pandemics, warlike events, strikes, viral attacks, disruptions to the public transport or communication infrastructure, the fulfilment of the CONTRACT or the deadline for the fulfilment of the CONTRACT shall be postponed in accordance with the event that has occurred. A disruption of the communication infrastructure used by the CUSTOMER is not a case of force majeure; such a disruption has no influence on the CUSTOMER’S obligation to pay the remuneration.
12. Confidentiality and Data Protection
12.1. Each PARTY undertakes to keep confidential all information, data, files and documentation which it receives from the other PARTY in connection with the fulfilment of the CONTRACT and in which there is a confidentiality interest of the other PARTY, in particular information about trade and business secrets (including the ideas underlying the PROVIDER'S services, know-how [including technical details in connection with software provided by the PROVIDER], concepts and procedures), as well as any information about customers of the CUSTOMER, and to make it accessible to third parties only with the express consent of the other PARTY.
12.2. The obligation to maintain secrecy does not apply if the information in question:
• was demonstrably known to the informed PARTY prior to the notification;
• was known to the public before the notification, was generally accessible or became known or generally accessible to the public after the notification without the involvement or fault of the informed PARTY, or
• essentially corresponds to information that was disclosed or made accessible to the informed PARTY at any time by an authorised third party.
12.3. The obligation to maintain secrecy shall exist beyond the end of the CONTRACT.
12.4. The protection of the CUSTOMER’S data is guaranteed in accordance with the applicable data protection law, and the PROVIDER and any third parties commissioned by the PROVIDER will only process the CUSTOMER’S data within the framework of the fulfilment of the CONTRACT.
12.5. The CUSTOMER guarantees that the legal requirements with regard to the processing of personal data are met, so that the PROVIDER can provide its services without violating data protection provisions.
12.6. The PROVIDER has the right to identify the CUSTOMER on its website with logo and in its other communication as a reference.
12.7. The PARTIES must also impose the obligation described in this Clause 12 on their employees or third parties involved by means of suitable measures.
13. Entry Into Force, Duration and Termination
13.1. The CONTRACT shall enter into force upon signature of the OFFER or the AGREEMENT or in accordance with Clause 2.2and remains valid for the agreed duration. Unless otherwise provided for in the CONTRACT, the CONTRACT shall terminate upon full performance by both PARTIES.
13.2. The CONTRACT can only be terminated if it is a long-term debt relationship, and a termination is expressly provided in the CONTRACT. In this case, the termination terms are derived from the CONTRACT.
13.3. The PARTIES reserve the right to extraordinary termination of the CONTRACT and without observing a notice period in the event of a significant breach of contract by the other PARTY, which includes the default of the CUSTOMER. However, an extraordinary termination as a result of a breach of contract is only permitted after an unused 30-day recovery period has elapsed. Furthermore, the PARTIES reserve the right to extraordinary termination without notice in the following cases: (i) liquidation or bankruptcy of the other PARTY, (ii) within the framework of a debt restructuring moratorium of the other PARTY, (iii) pledging or seizure of significant assets of the other PARTY.
13.4. The CONTRACT can only be terminated for extraordinary cause in its entirety if the breach of contract affects the CONTRACT as a whole or has an overall effect on the contractual relationships of the PARTIES.
14. Final Provisions
14.1. The PARTIES are independent of each other. The CONTRACT does not establish any association under company law or any franchising, joint venture, agent relationship or employment contract relationship.
14.2. The CONTRACT replaces agreements, correspondence, declarations or negotiations about the subject matter of the CONTRACT in all parts, unless reference is made in the CONTRACT. This also applies to offers, specifications and tenders.
14.3. The conclusion of the CONTRACT, amendments to the CONTRACT and supplements to the CONTRACT must be in writing in order to be valid. If the written form is required, the electronic signature (such as Docusign) is equivalent to the written form and shall be deemed formally valid in this regard. In particular, this applies also to the amendment of the written form requirement. Section 2.2 (third bullet point) remains reserved.
14.4. Terminations (if provided), warnings and the setting of deadlines by the CUSTOMER must also be made in text form (including e-mail) in order to be valid.
14.5. The PROVIDER reserves the right to amend these GTC at any time. Such notification shall be communicated to the CUSTOMER in a suitable manner and shall be deemed approved without written objection within one month of notification, but in any case in the event of supplementation, extension or conclusion of a Contract between the CUSTOMER and the PROVIDER.
14.6. Should individual provisions of the CONTRACT be or become invalid or void, this shall not affect the remaining valid provisions of the CONTRACT or the validity of the CONTRACT as a whole. Instead of the invalid provision, a valid provision shall apply which comes as close as possible to the economic meaning of the invalid provision. The same applies in the event of a loophole.
14.7. The CONTRACT is subject exclusively to substantive Swiss law under exclusion of the Vienna Convention on Contracts for the International Sale of Goods (United Nations Convention of 11.04.1980 on Contracts for the International Sale of Goods, CISG) and the Federal Law on International Private Law. The exclusive place of jurisdiction for all disputes arising from or in connection with this CONTRACT is Dübendorf. The place of performance and the place of debt enforcement for CUSTOMERS with domicile or registered office abroad is Dübendorf.
Version, January 2026