General terms and conditions

§ 1 Subject matter

1. 1.1The subject matter of the contract is governed by the offer of maku consulting GmbH (hereinafter «maku consulting GmbH») or the respective written contract confirmation by maku consulting GmbH.
2. 1.2The nature and scope of the services to be provided by maku consulting GmbH shall be determined by the offer accepted by the client or by written contract confirmation.
3. 1.3If a provision of the maku offer conflicts with a provision of these terms, the offer prevails. If the offer or contract document was drafted by the client, its provisions prevail over these terms only if they expressly reference the provision being overridden.

§ 2 Performance

1. 2.1maku consulting GmbH is free in how it delivers the contractually agreed services. If client change requests or instructions cause additional effort compared to the offered scope, the parties agree on a corresponding adjustment of remuneration.
2. 2.2maku consulting GmbH may have contractual obligations performed by third parties. maku consulting GmbH is liable for their careful selection and instruction.
3. 2.3Services are delivered with industry-standard care. maku consulting GmbH gives no guarantee as to any specific outcome.

§ 3 Timing

1. 3.1Performance dates and deadlines are only binding if expressly set or acknowledged in the offer or contract confirmation by maku consulting GmbH. Deadlines only begin to run once the parties agree on all details of the contract.
2. 3.2maku consulting GmbH is entitled to partial performance if the offer or contract confirmation provides for independent performance phases.
3. 3.3If client behaviour causes project delay, any agreed deadline or date is automatically extended by the delay caused by the client.

§ 4 Early termination

1. 4.1Client and maku consulting GmbH may only terminate the contract before full performance for good cause. In particular, maku consulting GmbH may terminate if the client is in payment default.
2. 4.2If the contractual relationship ends early, maku consulting GmbH is entitled to remuneration for work performed up to that point. Further damages claims by maku consulting GmbH are reserved.

§ 5 Client obligations

1. 5.1The client undertakes to provide maku consulting GmbH free of charge with any support required — in particular to deliver the information needed within the scope of the contract in a timely manner.
2. 5.2At the request of maku consulting GmbH the client provides suitable working conditions at the project site and informs maku consulting GmbH, without further prompting, about all documents, processes and circumstances that may be relevant to performance.

§ 6 Delivery and acceptance

1. 6.1maku consulting GmbH has delivered its contractual performance upon final presentation or handover of the work result to the client («project completion»). By nature, maku consulting GmbH cannot guarantee success. The delivery is deemed accepted if the client does not object in writing to management within 14 days of project completion. Without objection in that window, all claims under §§ 8 and 9 lapse.
2. 6.2If and insofar as maku consulting GmbH later conducts a review of implementation of recommendations, this does not affect the above. The same applies if the review is part of the original contract.
3. 6.3Partial deliveries are each deemed accepted under clause 6.1.

§ 7 Fees

1. 7.1Rates for services billed by time are based on an eight-hour day and a five-day working week. Travel time counts as working time.
2. 7.2Unless the offer or contract confirmation by maku consulting GmbH expressly provides otherwise, the client bears:
   • Accommodation expenses for the maku consulting GmbH staff deployed at the project site.
   • Costs for travel to and from the project site for the maku consulting GmbH staff deployed.

   For longer on-site assignments, one home-trip per week is permitted and billed to the client.

3. 7.3For time-billed services, maku consulting GmbH invoices monthly unless otherwise agreed.
4. 7.4For fixed-price contracts, maku consulting GmbH issues an invoice for 50 % of the contract value upon contract conclusion. The remaining 50 % is billed at project completion. Fixed-price expenses agreed between client and maku are handled the same way. Expenses and travel under 7.2 are billed monthly.
5. 7.5All agreed remuneration is understood as net price.
6. 7.6All invoices are due net within 10 days of receipt. Set-off or retention rights against fee claims of maku consulting GmbH are not permitted.
7. 7.7If the client is in default, maku consulting GmbH is entitled to default interest at 4 % above the respective discount rate of the Swiss National Bank. Further damages claims remain unaffected.
8. 7.8Until full settlement of claims, maku consulting GmbH holds a retention right over client documents and materials in its possession.

§ 8 Warranty

1. 8.1maku consulting GmbH is obliged to perform the contracted services carefully and in accordance with the principles of proper professional practice.
2. 8.2The client is obliged to inspect maku's services and to notify management in writing of any defects without delay, at the latest 14 days after project completion.
3. 8.3Clause 8.2 applies correspondingly to partial deliveries.
4. 8.4The client is entitled to have any defects rectified by maku consulting GmbH.
5. 8.5Further claims of the client are excluded to the furthest extent permitted by law.

§ 9 Liability

1. 9.1Damages claims by the client against maku consulting GmbH are excluded to the furthest extent permitted by law — including in case of any infringement of third-party intellectual property rights.
2. 9.2Further, maku consulting GmbH is not liable for data recovery unless maku caused the destruction by gross negligence or wilful intent. maku is also not liable if the client has not ensured the data can be reconstructed from machine-readable source material at reasonable effort.
3. 9.3Warranty and damages claims of the client expire 6 months after project completion.
4. 9.4In every case, liability of maku consulting GmbH is limited to the fee paid by the client.

§ 10 Copyright and retention of title

1. 10.1The client may use the results of all services provided by maku consulting GmbH only for its own operational purposes and may neither pass them to third parties nor publish them without written consent. Copyright remains with maku consulting GmbH and may be used for other client projects provided confidentiality and other terms are not breached.
2. 10.2maku consulting GmbH reserves ownership of the written work results handed over to the client until all fees due under the contract have been paid.

§ 11 Confidentiality

1. 11.1The parties are obliged to treat information and knowledge — whether protectable or not — that they receive from the other party in connection with the contract as confidential. Such information may not be exploited, used or disclosed to third parties during or after the contract without prior written consent of the affected party. Use is limited strictly to contract performance.
2. 11.2This confidentiality obligation does not apply to information the other party can demonstrate
   • has lawfully been or is received from third parties, or was already in the public domain at contract conclusion,
   • or which subsequently entered the public domain without breach of this contract,
   • or in which the other party no longer has an interest in keeping confidential.
3. 11.3The obligations under 11.1 and 11.2 continue to apply for both parties for a further two years after the end of the contract.

§ 12 Duty of loyalty

The parties undertake to act with mutual loyalty. During contract performance and for 12 months thereafter the client shall neither hire nor otherwise engage maku consulting GmbH employees at the client or any dependent company. In case of breach, a contractual penalty of CHF 200,000 becomes due in favour of maku consulting GmbH. Payment does not release the client from the duty of loyalty. maku consulting GmbH further reserves the right to claim additional damages.