1. Scope of Application
1.1 These General Terms and Conditions („GTC“) apply to all contracts between consenso GmbH, Viaduktstrasse 42, 4051 Basel, Switzerland („consenso“) and its customers (each individually the „Customer“) concerning (a) the provision or delivery of software and applications („Software“), the associated documentation („Documentation“) and/or other work results (Software, Documentation and further work results together the „Products“), (b) the granting of rights of use in Products and/or (c) the provision of development, support, maintenance and/or further development services and/or other services (together the „Services“).
1.2 The GTC form an integral part of every contract concluded between consenso and a Customer (each individually the „Contract“). In the event of a conflict between the provisions of a Contract and the GTC, the provisions of the Contract prevail, unless the GTC expressly provide otherwise.
1.3 The Customer’s own general terms and conditions apply only where consenso has expressly accepted them in writing.
2. Quotations, Conclusion of Contract and Amendments
2.1 Unless consenso declares otherwise, quotations from consenso are valid for two (2) weeks.
2.2 The Contract between the Customer and consenso is concluded upon the Customer’s acceptance of a quotation from consenso, or upon both parties signing a contract in text form. Where no contract is concluded in text form, the Contract is concluded upon order confirmation by consenso or upon the provision of Services by consenso.
2.3 Either party may at any time propose a change to the Services to the other party by submitting the details of the proposed change to that other party in writing or by email.
2.4 Where consenso proposes a change, consenso will, together with the proposed change, also inform the Customer of the effects on price, schedule and resources.
2.5 Where the Customer proposes a change, consenso will inform the Customer within a reasonable period, in writing or by email, of the feasibility of the intended change and of its effects on price, schedule and resources.
2.6 Where the Customer decides to proceed with the implementation of the proposed change, that change will be implemented in accordance with the terms of the GTC and any supplements to the Contract.
2.7 Unless agreed otherwise, consenso continues its work in accordance with the Contract while proposed changes are under review.
3. Subject Matter of the Contract and Specification
3.1 The nature and scope of the Products and Services are agreed in the Contract.
3.2 The characteristics and functionalities of the Products are set out in the product specification („Specification“), which forms an integral part of the Contract.
3.3 Unless agreed otherwise, consenso will inform the Customer where consenso uses open source software or other third-party licensed products (together „Third-Party Products“), stating the licence and/or manufacturer terms under which those Third-Party Products are made available to the Customer. If the Customer does not agree to the use of the relevant Third-Party Products, the Customer must notify consenso in writing or by email within ten (10) calendar days of that notification.
4. Principles of Service Provision
4.1 consenso provides its Services in accordance with the applicable statutory requirements and with the current state of science and technology.
4.2 Subject to Section 21.4, consenso is entitled to have the Services performed in whole or in part by suitable subcontractors. consenso is liable for their conduct as for its own.
4.3 consenso provides its Services through qualified and trained employees or subcontractors who hold a level of qualification appropriate to the work assigned to them.
4.4 Where consenso performs the Services in whole or in part on the Customer’s premises, it observes the operational practices as well as the safety regulations and house rules provided to it.
5. Duties to Cooperate
5.1 The Customer grants consenso timely access to its premises and systems to the extent required for the provision of the Services. The Customer further provides consenso in good time with all information, data and materials required for the provision of the Services. consenso is entitled to rely, in providing the Services, on the accuracy and completeness of the information, data and materials made available to it by the Customer.
5.2 The Customer is responsible for providing and maintaining the necessary end devices (e.g. hardware and operating system, network devices, etc.), servers and the connection used to access the Software, as well as for their security, and ensures that their configuration and technical status meet the requirements of consenso applicable from time to time. The Customer uses virus protection software corresponding to the current state of the art.
5.3 The Customer undertakes to inform consenso promptly and without being asked of changes to the configuration of its IT systems and of any events that could be relevant to the provision of Services by consenso.
5.4 The Customer undertakes to designate to consenso at least one (1) technically proficient employee as a central contact person.
5.5 The Customer acknowledges that the provision of Services by consenso depends on the timely and effective performance of the Customer’s duties to cooperate and on timely decisions and approvals by the Customer in connection with the Products and Services. Where a failure by the Customer to perform its duties to cooperate, or any other failure to perform its obligations, affects performance of the Contract by consenso, any deadlines will be adjusted accordingly. consenso is further entitled to invoice additional effort attributable to such a failure by the Customer at consenso’s standard rates.
6. Rules of Use
6.1 When using the Products, the Customer observes the requirements set out in the Contract and in the documentation applicable from time to time.
6.2 Unless agreed otherwise, the Customer is prohibited from making changes to the Products, from recovering the source code of Software by means of reverse engineering, decompilation or other methods, and from copying Software.
6.3 Under no circumstances may the Products be used in an unlawful manner or for unlawful purposes, including the infringement of third-party intellectual property rights. The Customer indemnifies consenso against all costs incurred by consenso as a result of such unlawful use. consenso is entitled to delete unlawful data without further notice.
6.4 The Customer is further prohibited from granting unauthorised third parties access to the Products. The Customer must take the necessary security precautions to ensure that no unauthorised third parties gain access to the Products. In the event of unauthorised access to the Products by a third party, the Customer must notify consenso without delay and support consenso in taking all permissible measures to safeguard consenso’s interests (for example, the Customer will on request provide consenso without delay with all information required to assert claims against the third party concerned).
6.5 In the event of serious breaches by the Customer of the rules of use, consenso is entitled to request the Customer in writing or by email to comply with the rules of use. If, despite such a request, the Customer again seriously breaches the rules of use, consenso is entitled to block the Customer’s access to the affected Products without prior notice. consenso may further proceed in accordance with Section 17.4.
7. Documentation
7.1 consenso makes the Documentation available to the Customer in the agreed form, language and quantity. Where the form, language and quantity of the Documentation are not specified in the Contract, the Documentation is made available in electronic form in English.
8. Delivery
8.1 Delivery is deemed to have taken place once consenso has made the Product available to the Customer (e.g. by activating access or by delivery) and has notified the Customer that it is ready for acceptance.
8.2 The point of transfer for the use of cloud-based software („Software-as-a-Service“ or „SaaS Software“) and the associated data is the router output of the data centre of the hosting provider engaged by consenso. The costs of internet access, including connection costs, are borne by the Customer. The availability and security of the internet connection are the sole responsibility of the Customer.
8.3 Unless otherwise agreed in the Contract, the Customer is responsible for installing on-premises software in its own environment. Where consenso is responsible for the installation of on-premises software under the Contract, those services are provided in accordance with the GTC.
9. Acceptance
9.1 For present purposes, acceptance means approval of a Product as performance in conformity with the Contract, subject to the defects notified and their subsequent remedy.
9.2 The Customer is obliged to examine a Product notified to it as ready for acceptance for defects within thirty (30) calendar days („Acceptance Period“) of its provision or delivery, and to accept services rendered in conformity with the Contract. At the Customer’s request, consenso will support the Customer in the acceptance test against remuneration. An acceptance report is prepared on the acceptance test and its result. If no acceptance test is carried out, any defects must be notified in writing within the Acceptance Period.
9.3 If the acceptance test reveals only insignificant defects that do not materially impair the functionality of the Product concerned, the Customer may not refuse acceptance. However, consenso must remedy the insignificant defects under the warranties at its own expense within a reasonable period. If it fails to do so, the Customer may demand a corresponding reduction in price.
9.4 If the acceptance test reveals significant defects that materially impair the functionality of the Product concerned, consenso will make all reasonable efforts to remedy the defect under the warranties at its own expense within a reasonable grace period and to hand the Product over to the Customer again for acceptance. The Customer will submit the Product to a further acceptance test within a further Acceptance Period of thirty (30) calendar days. If that acceptance test again reveals significant defects that materially impair the functionality of the Product, consenso will endeavour to remedy the defect within a second reasonable grace period. Once the defects have been remedied, the Customer will re-examine the Product concerned within an Acceptance Period of thirty (30) calendar days.
9.5 If consenso fails to remedy the defects within the second grace period, the Customer is entitled, in writing, (a) where reasonable for consenso, to set a reasonable period for rectification and, if performance again fails to follow, to exercise the options (b) and (c) below, or (b) to demand a reduction in price, or (c) to withdraw from the affected part of the Contract. Recurring services already rendered during the term of the Contract are not affected by such withdrawal and must be remunerated by the Customer.
9.6 At consenso’s request, the Customer will hand over to consenso, in electronic form, the test data collected in a failed acceptance test. 9.7 If consenso demonstrates that no defect existed, consenso may demand reimbursement of the effort for the services rendered on account of the alleged remedy of defects, at the contractual rates or at the rates applied by consenso for such services, plus any costs and expenses incurred.
9.8 Where Products have been approved or signed off by the Customer at any stage of performance in accordance with the provisions of this Contract, or may be regarded as accepted, consenso is entitled to rely on that acceptance for the purposes of all subsequent stages of performance.
9.9 If the Customer does not accept a Product within the Acceptance Period for any reason other than a significant defect, it is deemed accepted upon expiry of the Acceptance Period. The Products are otherwise deemed accepted where the Customer (a) does not notify consenso of material defects within the acceptance period, (b) uses the Products operationally or otherwise deploys them in the course of its ordinary business operations, or (c) accepts Products despite deviations from the Specifications. Defects notified upon acceptance remain reserved.
10. Warranty for Defects
10.1 consenso warrants that, at the time of acceptance, the Products conform in all material respects to the agreed Specifications and are free of all known viruses. For this purpose consenso uses virus protection software corresponding to the current state of the art.
10.2 The Customer acknowledges that consenso can neither guarantee that the Software is free of errors nor that it can be used without interruption. In particular, consenso is entitled to suspend access to the Software for urgent maintenance work outside the agreed maintenance windows. consenso also does not warrant that it can remedy every error. 10.3 Hidden defects must be reported by the Customer to consenso no later than five (5) calendar days after their discovery. The warranty period begins upon acceptance and lasts six (6) months.
10.4 Where consenso is responsible for the errors under this Section 10 and/or the Contract and the Customer is not at fault, the errors are remedied at no cost to the Customer, by analogy with Sections 9.3 et seq.
10.5 Any further warranty for defects is expressly excluded.
11. Warranty of Title
11.1 consenso warrants that the Software does not infringe any third-party rights and that consenso is entitled to grant the rights in the Software in accordance with this Contract.
11.2 If a third party asserts claims against the Customer for infringement of intellectual property rights in connection with the Software, the Customer must inform consenso in writing without delay, and no later than ten (10) calendar days after receipt of the third party’s notice. Provided that the Customer informs consenso in good time and authorises consenso to conduct and settle the dispute alone, supporting consenso in this to the best of its ability, consenso will indemnify the Customer against such third-party claims and against the reasonable costs incurred by the Customer in this connection and will, at consenso’s option, (a) secure continued contractual use of the Software, the choice of means resting with consenso — in particular consenso is free to acquire from the third party concerned a sufficient right of use for the benefit of the Customer, or to modify or replace the infringing parts without reducing the functionality of the Product concerned — or (b) take back the Product concerned against reimbursement of the lump-sum remuneration already paid in advance for months not yet commenced, or block the Customer’s access to the Product. Recurring services already rendered during the term of the Contract are unaffected and must be remunerated by the Customer.
11.3 Any further warranty of title is expressly excluded.
12. Exclusion of Warranty
12.1 consenso’s warranty and liability are excluded to the extent that defects in the Product are caused by (a) changes made to the Product by the Customer, (b) incorrect operation by the Customer or users, (c) use of an outdated version of the Product, (d) combination with products not supplied by consenso, (e) failure to observe the rules of use, (f) use of the Products by the Customer in a manner other than that permitted contractually or by law, (g) defects in Third-Party Products, (h) malfunctions of software, end devices, servers, system components and/or the Customer’s system environment occurring without fault on the part of consenso, or (i) information, data or materials originating from the Customer.
13. Limitation of Liability
13.1 Both parties are liable without limitation for damage caused intentionally or through gross negligence, and for death or personal injury.
13.2 In all other respects, both parties exclude, to the extent permitted by law and subject to Section 13.1, any contractual and non-contractual liability, in particular for indirect and consequential damage as well as for lost profit, unrealised revenue, business and production interruption, loss of data, reputational damage, third-party claims and consequential loss. Liability for auxiliary persons is excluded to the extent permitted by law.
13.3 To the extent permitted by law, consenso excludes any contractual and non-contractual liability for direct and indirect damage in connection with Third-Party Products used by consenso in accordance with Section 3.3.
13.4 consenso is under no circumstances liable where the content of the data entered into the Software by the Customer or users is unlawful, or where the Products are misused by the Customer or users. Furthermore, consenso is under no circumstances liable for the Customer’s use of the Software’s source code and/or any further developments by the Customer based on that source code. This applies irrespective of whether the Customer is entitled to use the source code or not.
13.5 Subject to Section 13.1, neither party is liable for damage caused by force majeure or by unforeseeable official restrictions.
14. Default
14.1 Unless expressly agreed otherwise, the schedules or timetables contained in the Contract do not constitute fixed performance dates, but merely planned start and completion dates for the services to be rendered under the Contract.
14.2 Where no date has been agreed for the provision of a service and the party owing performance does not render the service in question within a reasonable period, the other party will set it two (2) reasonable grace periods for performance. If the service is not rendered within those reasonable grace periods either, the party owing performance is automatically in default. Any other agreements remain reserved.
14.3 Where the parties have expressly agreed a date for the provision of a service and the party owing performance does not render the service in question within a reasonable period, the other party will set it two (2) reasonable grace periods for performance. If the service is not rendered within those reasonable grace periods either, the party owing performance is automatically in default. Any other agreements remain reserved.
14.4 consenso will notify the Customer without delay if it becomes foreseeable that it cannot meet an agreed date. In that case the parties will agree a new date by mutual consent.
14.5 Where failure to meet a deadline is caused by the Customer (e.g. due to missing acts of cooperation, incomplete specifications or data, or unsuitable systems or processes), any deadlines will be adjusted accordingly. Section 5.5 applies in all other respects.
14.6 If consenso is in default, the Customer may withdraw from the affected part of the Contract. Recurring services already rendered during the term of the Contract are not affected by such withdrawal and must be remunerated by the Customer.
15. Rights of Use
15.1 All intellectual property rights in the Products belong to consenso and/or its licensors. Unless agreed otherwise, no intellectual property rights in the Products are transferred to the Customer. Where the Customer and consenso jointly create intellectual property rights, they grant each other the irrevocable right, unlimited in time and subject matter, to use and exploit those intellectual property rights independently of one another, subject to compliance with the confidentiality obligations.
15.2 Unless agreed otherwise in writing, the Customer is prohibited from making changes to the Software, from recovering the source code of the Software by means of reverse engineering, decompilation or other methods, and from copying the Software.
15.3 Subject to payment in full of the agreed remuneration, consenso grants the Customer, for the term of the Contract, the non-exclusive right to use the Products in accordance with the Contract. The licence and/or manufacturer terms of Third-Party Products remain reserved.
15.4 Unless agreed otherwise, the Customer is not entitled to grant its affiliated companies the right to use the Products in accordance with the Contract. Where the Customer is expressly entitled to grant its affiliated companies the right of use, the Customer remains consenso’s sole contracting party and must pay the remuneration arising from the use of the Products by those affiliated companies. In all other respects, the Customer is liable for all acts and omissions of its affiliated companies and their employees as for its own.
15.5 For the purposes of the GTC, affiliated companies are companies that (a) directly or indirectly control a party, (b) are under the same direct or indirect control as a party, or (c) are directly or indirectly controlled by a party. For these purposes, a company is deemed to be controlled by another company where that other company holds more than fifty per cent (50%) of the votes in that company or is able to direct its affairs.
15.6 In all other respects, the Customer may not pass on, transfer, sublicense or otherwise make the Products available to third parties without consenso’s prior written consent.
16. Prices and Payment Terms
16.1 The Customer is obliged to pay the remuneration agreed in the Contract.
16.2 The prices for the Products and for the provision of Services are set out in the Contract. Unless agreed otherwise, prices are exclusive of value added tax, use tax, sales tax or similar taxes.
16.3 The usage fee for the Products is agreed either as a one-off fee covering the contractually agreed number of users for the agreed period, or as a fee at regular intervals for a specific period of use, and/or as a unit price for a specific type of use.
16.4 Subject to any other agreement in the Contract, remuneration for the provision of Services is based on time and materials. In addition, the Customer reimburses consenso for the reasonable costs and expenses incurred in connection with performance of the Contract.
16.5 Unless agreed otherwise in the Contract, consenso invoices Products upon delivery. Unless agreed otherwise, lump-sum remuneration is invoiced in advance. Services rendered at the agreed hourly rates are invoiced by consenso monthly in arrears.
16.6 consenso is entitled to adjust the agreed hourly rates and lump-sum remuneration annually with sixty (60) calendar days’ prior notice with effect from the beginning of a new calendar year. Price increases take effect on 1 January in each case. The Customer may terminate the affected services within thirty (30) calendar days from the date of notification of the price adjustment, with effect from the date of the change.
16.7 Invoices are deemed approved unless the Customer objects to them in writing, with objective reasons, within ten (10) calendar days of the invoice date. Invoices not objected to are payable within thirty (30) calendar days of the invoice date.
16.8 If the Customer fails to meet its payment obligation in whole or in part, it is in default without further reminder. If the Customer is in default with payment of remuneration owed, it must pay statutory default interest of five per cent (5%) p.a. on the outstanding amount until payment in full. Without limiting its rights, consenso reserves the right to suspend performance of the Contract or to terminate the Contract as a consequence of the payment arrears.
16.9 Set-off against any counterclaims of the Customer is excluded.
17. Term and Termination
17.1 The term and termination of the Contract are set out in the relevant Contract.
17.2 Where the Contract makes no provision, it is deemed to have been concluded for an indefinite period in respect of the continuing obligations governed by it.
17.3 Where the Contract is not concluded for a fixed term and unless agreed otherwise, either party may terminate the Contract in writing with six (6) months’ notice.
17.4 Either party is entitled to terminate the Contract extraordinarily and with immediate effect for good cause, in particular where (a) the other party materially breaches the Contract and has not remedied that breach within thirty (30) calendar days despite written notice, (b) the other party materially breaches the Contract and the breach cannot be remedied, or (c) insolvency proceedings are opened over the other party, it declares itself insolvent or is insolvent, applies for a debt-restructuring moratorium, makes preparations for dissolution or liquidation, or is otherwise dissolved with or without liquidation or ceases its business activities in whole or in material part.
17.5 In the event of termination, consenso is entitled to all fees and costs incurred in connection with performance of the Contract up to the effective date of termination.
18. Insurance
18.1 consenso maintains appropriate business and product liability insurance for the term of the Contract.
19. Force Majeure
19.1 The parties are released from the obligation to render the Services under the Contract if and for as long as non-performance is attributable to the occurrence of circumstances of force majeure (e.g. war, terrorism, strikes, civil unrest, epidemics, pandemics, expropriation, official restrictions, power or internet outages, fire, storm, flooding, earthquakes, avalanches and other natural disasters, sabotage, DoS/DDoS attacks, hacker attacks, malware, ransomware, etc.).
19.2 Each party must inform the other party without delay and in writing of the occurrence of an event of force majeure. If the cause cannot be eliminated within a reasonable period, the parties will consult one another in order to find a mutually acceptable solution. Where the circumstances of force majeure persist for more than ninety (90) calendar days, both parties are entitled to terminate this Contract in writing without observing a notice period.
20. Confidentiality
20.1 „Confidential Information“ means all information concerning (a) the parties and their affiliated companies as well as the trade secrets, know-how, operational organisation (including operational processes, research, development or business activities, internal business matters, etc.), financial circumstances, customers and suppliers of the parties and their affiliated companies, and (b) any further information, documents and data (in whatever form) that are designated as confidential, are recognisable as such or are confidential by their nature, which have been obtained from the other party under or in connection with the performance of the obligations under the Contract or which are disclosed during the provision or receipt of Products, both before and during the term of the Contract.
20.2 Each party undertakes to treat the other party’s confidential information as confidential and to protect it in the same manner as it ensures the confidentiality of its own confidential information, but in any event with reasonable care. Neither party is responsible for the loss, delay, interception, corruption or alteration of emails attributable to a cause outside that party’s reasonable control.
20.3 Each party agrees to use the other party’s confidential information only to perform its respective obligations or to exercise and enforce its rights under the Contract, and not to disclose such confidential information to third parties in whole or in part without the other party’s written consent. Employees of the parties as well as advisers or subcontractors who are bound by confidentiality obligations no less strict than those set out herein are not deemed third parties.
20.4 The foregoing obligations do not apply where the confidential information (a) is known to the recipient (without any obligation of confidentiality) at the time of its disclosure, (b) is lawfully and in good faith acquired by the recipient after the time of disclosure from an independent third party that is not subject to any obligation of confidentiality in respect of that confidential information, (c) is publicly available at the time of disclosure, (d) is independently ascertained or created by the recipient and not obtained as a result of a breach of these confidentiality obligations, (e) has been released for publication in writing by the party to which the confidential information relates, or (f) must be disclosed pursuant to an order or decision of a competent court or administrative authority under statutory provisions, provided that the recipient notifies the party to which the confidential information relates in an appropriate and timely manner and, at that party’s request, asserts an appropriate claim to confidentiality in order to protect the interests of the party to which the confidential information relates under applicable law.
20.5 Upon expiry or termination of the Contract, each party is obliged to return to the other party, on request, all of that other party’s confidential information. This does not apply to copies of confidential information stored electronically as part of routine data backup, nor to confidential information or copies of it that must be retained under applicable law, provided that such confidential information or copies of it remain subject to an unlimited confidentiality obligation on the terms set out herein.
21. Data Protection
21.1 The parties are responsible for complying with their obligations when processing personal data of natural persons in accordance with applicable data protection law.
21.2 Personal data of the Customer and its affiliated companies, and of the employees and clients of the Customer and its affiliated companies, to which consenso has access or which it processes in the course of performing its contractual obligations („Customer Personal Data“), is processed by consenso only on the Customer’s instructions, in accordance with its directions and under its responsibility, and exclusively for the purposes of performing the contractual Services. consenso takes appropriate technical and organisational measures in accordance with applicable Swiss data protection law to ensure the confidentiality and security of that personal data. consenso grants the Customer the right to verify compliance with the data protection obligations.
21.3 consenso will notify the Customer without delay of any breach of the security of Customer Personal Data, including all relevant information.
21.4 consenso is entitled to engage suitable subcontractors in Switzerland, in Europe and, where applicable, in further agreed countries, and to host and/or otherwise process Customer Personal Data in Switzerland, in Europe and, where applicable, in further agreed countries. consenso will inform the Customer in advance of any intended subcontracting, including changes to or replacement of sub-processors. The Customer has the right to object to the engagement of a particular sub-processor where there are important reasons against it. If no objection is received from the Customer within ten (10) calendar days of consenso’s notification, the Customer’s consent is deemed given. 21.5 In the event of disclosure of data abroad, consenso complies with the requirements of Swiss data protection law for the transfer of personal data abroad.
21.6 consenso undertakes to grant its employees and subcontractors access to Customer Personal Data only on a restrictive basis and solely for the purpose of performing the Contract.
21.7 The Customer is responsible for the lawful processing of Customer Personal Data processed by consenso and/or its subcontractors on its behalf and in accordance with its instructions, and indemnifies consenso against third-party claims arising from the processing of that personal data by consenso and/or its subcontractors in accordance with those instructions and the Contract.
21.8 The Customer is solely responsible for determining the purpose and the manner of processing of Customer Personal Data. Ensuring the statutory information and access rights of the data subjects concerned is the Customer’s responsibility. At the Customer’s request, consenso will support the Customer in fulfilling data subject rights. 21.9 The Customer warrants (a) that Customer Personal Data is collected and processed in accordance with the applicable data protection provisions, and (b) that the collection and processing of Customer Personal Data is suitable, appropriate and proportionate in relation to the purpose for which that personal data is collected and processed.
21.10 In all other respects, the parties will conclude separate data protection agreements where required.
22. References
22.1 consenso uses the Customer’s name and/or logo as a reference in its public marketing materials (e.g. print advertising, website, social media platforms) only with the Customer’s prior consent. Unless agreed otherwise, however, consenso is permitted to cite the Customer’s name and/or logo as a reference in internal documents and when preparing quotations for other customers.
23. Independent Parties
23.1 The parties conclude the Contract as independent parties. This Contract does not establish a simple partnership or any partnership-like relationship between the parties. Neither party is entitled to enter into obligations or assume liabilities on behalf of the other party, unless the other party has given its prior written consent.
24. Non-Solicitation
24.1 Neither party may, during the term of the Contract and for one (1) year after termination of the Contract, solicit employees of the other party as employees, consultants or in any other capacity without the other party’s express written consent. The parties acknowledge that a breach of this non-solicitation obligation could cause the other party considerable harm. Should a party nevertheless solicit an employee of the other party, the soliciting party must pay the other party, for each individual employee solicited, a transfer fee amounting to 60% of that employee’s previous gross annual salary. Payment of the transfer fee does not release the party from further compliance with this non-solicitation obligation. The assertion of claims for damages exceeding the amount of the transfer fee remains reserved.
25. Assignment
25.1 Neither party may transfer its rights or obligations under the Contract to a third party without the other party’s prior written consent. This does not apply to the assignment of consenso’s rights and obligations, without the Customer’s consent, to parent or subsidiary companies or to a legal successor of consenso that takes over all or substantially all of consenso’s assets and business activities.
25.2 All terms and conditions of the GTC and of the Contract are legally binding on the parties and their legal successors.
26. Severability
26.1 The invalidity or unenforceability of one or more provisions of the GTC and/or the Contract does not affect the validity of the remaining provisions. Invalid or unenforceable provisions are replaced by a new provision that comes as close as possible, economically and legally, to the intention of the parties in accordance with the aim and purpose of the GTC or the Contract.
27. Survival
27.1 Every provision of the GTC and/or the Contract that is expressly or by its nature intended to survive expiry or termination survives the expiry and termination of the Contract.
27.2 Applicable Law, Place of Jurisdiction 27.3 The GTC and the Contract are governed exclusively by Swiss substantive law, to the exclusion of the provisions of private international law and of the United Nations Convention on Contracts for the International Sale of Goods.
27.4 The exclusive place of jurisdiction for disputes arising out of or in connection with these GTC and/or the Contract is the ordinary courts in Basel, Switzerland. Version: 16.08.2024