SGBS Corporate Programs
General Terms & Conditions for Inhouse and Consulting-Projects

Issued: August 2024

Preamble

These general terms and conditions (GTC) apply to orders in the area of ​​

• company-specific management training,
• company-specific executive and management education (in-house, workshops, coaching, personalized learning, company-specific part of action learning)
• and in the area of ​​management consulting

For projects that are offered and implemented on a company-specific basis, we use the  ‘Corporate Programs’ as a collective term.

However, these GTC do not apply to the open seminars and programs offered and organized by St. Gallen Business School, www.sgbs.ch or www.sgbs.com

Services in the ‘in-house’ area are offered and provided under the brand ‘St. Gallen Business School’ or under ‘SGBS Inhouse’. The customer’s contractual partner and thus the contractor for all in-house, consulting and other corporate projects is only SGBS Corporate Programs AG, 6302 Zug, Switzerland. The services in the area of ​​’management consulting’ are offered and provided under the brand ‘SGBS Consulting’ by SGBS Corporate Programs AG, 6302 Zug, Switzerland. These GTC therefore only apply to projects within the scope of Corporate Programs and only to SGBS Corporate Programs AG, Zug. SGBS Corporate Programs AG is referred to below as the ‘contractor’. Services in the area of ​​in-house and/or management consulting are referred to as ‘projects’. The customer for whom the contractor implements these projects is referred to as the ‘client’ or ‘customer’.

§1 Subject matter of the contract

1.1 The subject matter of the contract is based on the Contractor’s offer or his contract confirmation.

1.2 The type and scope of the services to be provided by the Contractor shall be based on the offer accepted by the Customer or the Contractor’s written contract confirmation.

1.3 The Contractor will work to achieve the project objectives within the scope of the contract awarded and will provide the offered service with great commitment.

1.4 The service is offered, commissioned and provided exclusively as contract work. All Services are performed on a contract basis only. The final result always depends crucially on the cooperation and input of the customer.

§2 Execution

2.1  The contractor is free to carry out the contractually agreed services. If requests for changes or instructions from the customer result in additional expenditure in relation to the scope of services offered, the parties shall agree on a corresponding adjustment of the remuneration.

2.2  The Contractor may have contractual obligations fulfilled by third parties. He will select these parties carefully and instruct them in accordance with the order.

2.3  During the term of the contract, the Client will only engage other consulting companies within the Contractor’s area of ​​responsibility after prior agreement with the Contractor.

§3 Dates

3.1  Performance dates and deadlines are only binding if they have been expressly specified or acknowledged by the contractor in the offer or in the contract confirmation. Performance deadlines only begin to run when the parties have agreed on all details of the contract.

3.2  The Contractor is entitled to provide partial services.

3.3  The customer can only assert rights arising from delay in the event of gross negligence.

§4 Early termination of the contract

4.1  The Customer and the Contractor may terminate the contract before the agreed service has been provided only for good cause.

4.2  If the contractual relationship ends prematurely, the Contractor shall be entitled to remuneration for the work performed up to that point.

4.3  If the premature termination of the contractual relationship is the responsibility of the customer, the contractor shall receive, in addition to the remuneration mentioned under 4.2, 35% of the agreed fee for the services not yet performed as a contractual penalty, subject to further claims for damages.

§5 Customer’s obligation to cooperate

5.1  The Customer undertakes to provide the Contractor with all necessary support free of charge and, in particular, to provide the information required within the scope of the subject matter of the contract in a timely manner.

5.2  At the Contractor’s request, the Customer shall ensure appropriate working conditions at the project location and shall, without special request, inform its lecturers or consultants of all documents, processes and circumstances that may be relevant to the execution of the contract.

§6 Services and acceptance

6.1 The contractor has provided the contractual service with the final presentation or handover of the work results (hereinafter “project completion”) to the customer. The contractor’s service is deemed to have been accepted if the customer does not complain in writing to the management within 14 days of project completion. If no complaint is made within this period, all claims under § 8 and § 9 are void.

6.2  If and to the extent that the Contractor carries out a review of the implementation of proposals at a later date, this does not affect the above provisions. This also applies if the review is already part of the original contract content after the offer or contract confirmation.

6.3  Partial deliveries shall be deemed to have been accepted individually in accordance with clause 6.1.

§7 Remuneration

7.1  The fee rates for services that are to be billed according to time spent are based on an eight-hour day with five working days per week. Travel time counts as 50% working time.

7.2  Unless expressly stated otherwise in the offer or in the Contractor’s contract confirmation, the Customer shall bear:

–  Expenses for accommodation and meals for the persons employed by the contractor at the project site.

– Costs for arrival and departure of the persons employed by the contractor to the project location

If these people are deployed at one location for a longer period of time, they are entitled to a trip home once a week, the cost of which will be invoiced to the customer.

7.3  For services that are to be billed according to time spent, the Contractor shall issue monthly invoices, unless otherwise agreed in individual cases.

7.4  In the case of fixed-price contracts, the contractor will issue an invoice for 50% of the contract value after the contract has been concluded. The remaining 50% and the expenses and travel costs will be invoiced in the course of the project.

7.5  All agreed remuneration is understood to be net prices.

7.6  All invoices are payable within 30 days of receipt of the invoice without deduction. The offsetting or assertion of retention rights against the Contractor’s outstanding fee claims is only permitted if the Customer’s claims are undisputed by the Contractor or have been legally established.

7.7  If the customer defaults on payment, the contractor is entitled to demand default interest of 2% above the current discount rate of the Swiss National Bank. The right to claim further damages remains unaffected.

7.8  Until its claims have been settled in full, the Contractor shall have a right of retention on the Customer’s documents and materials provided to it.

§8 Warranty

8.1  The Contractor is obliged to carry out the contractually agreed services carefully in accordance with the principles of proper professional practice.

8.2  The customer is obliged to check the services of the contractor on an ongoing basis and to notify the contractor’s management of any defects in writing immediately, but no later than 14 days after the inspection and at the latest upon completion of the project.

8.3  Clause 8.2 shall apply accordingly to partial deliveries.

8.4  The customer is entitled to have any defects rectified by the contractor

8.5  Further claims by the customer are excluded.

§9 Liability

9.1  Claims for damages by the customer against the contractor due to tort, breach of contract or fault at the time of conclusion of the contract are excluded unless the damage was caused by gross negligence on the part of the contractor.

9.2  The Contractor’s liability is excluded if the Customer has not notified the Contractor’s management in writing of the defect within 14 days of completion of the project or, if the alleged damage is not attributable to a defect, of the event within 14 days of becoming aware of the Contractor’s conduct which led to the damage.

9.3 The Contractor shall not be liable for the recovery of data unless it caused its destruction through gross negligence or intent. The Contractor shall also not be liable if the Customer has not ensured that this data can be reconstructed with reasonable effort from data material that is kept in machine-readable form.

9.4 Any liability of the Contractor shall be limited, at the discretion of both parties, to the fee amount stated in the offer and approved by the Client. The Client waives the right to claim damages that exceed this fee amount.

9.5 The customer’s warranty and compensation claims expire 6 months after project completion.

§ 10 Copyright and retention of title

10.1 The customer may only use the results of all services provided by the contractor for its own business purposes and may not pass them on to third parties or publish them without the written consent of the contractor. In this case, the copyright remains with the contractor.

10.2 The Contractor reserves ownership of the written work results handed over to the Customer until all fees owed by the Customer under the contract have been paid.

§ 11 Confidentiality and secrecy

11.1 The contracting parties (contractor and customer) are obliged to treat as confidential any information made available to them by the other party under the contract, as well as any knowledge they acquire during this cooperation about matters of a technical, commercial or organizational nature relating to the other party, and not to exploit or use such information or make it accessible to third parties during or after the termination of this contract without the prior written consent of the party concerned. Use of this information is limited solely to use in connection with the execution of the contract.

11. This confidentiality obligation does not apply to information that the other party demonstrably – has received or receives from third parties or

– which were already generally known at the time of conclusion of the contract or which subsequently became generally known without breach of the obligation contained in this contract or

–  the other party is no longer interested in keeping it confidential.

11.3 The obligations under clauses 11.1 and 11.2 shall remain in force for both parties for a further year after completion of the project.

§ 12 Duty of loyalty

The parties undertake to be loyal to each other. During the contract execution and within 24 months thereafter, the customer will not hire or otherwise employ or place employees of the contractor with itself or a dependent company. Conversely, the contractor will not poach, employ or place employees of the client during this period.

§ 13 Final provisions

13.1 There are no subsidiary agreements. Changes and additions to the contract, including these general terms and conditions, must be made in writing. The customer’s general terms and conditions, in particular purchasing conditions, do not apply.

13.2 The customer is not entitled to assign claims arising from the contract.

13.3 If individual provisions of the contract are or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of the contract. The same applies if the contract contains a regulatory gap. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate regulation shall apply which, as far as legally possible, comes closest to what the contracting parties would have wanted if they had considered this point when concluding the contract.

13.4 The contract is subject to Swiss law. The exclusive place of jurisdiction is 6302, Zug, Switzerland.