General Terms and Conditions of Labro AG - Version 01.01.2024

The fol­low­ing text has been trans­lated from the ori­gin­al T&C in Ger­man using DeepL trans­la­tion. The Ger­man ver­sion takes pre­ced­ence in any case, even if the man­date/offer was signed in Eng­lish. Labro AG draws at­ten­tion to the fact that the trans­la­tion of cer­tain items may be in­ac­cur­ate.

1 Gen­er­al prin­ciples 

1.1 Labro AG (here­in­after re­ferred to as "Labro") provides all ser­vices on the basis of these "Gen­er­al Terms and Con­di­tions of Labro AG" (here­in­after re­ferred to as "GTC") and the in­di­vidu­al writ­ten offer from Labro. 

1.2 These GTC shall also apply to all fu­ture con­trac­tu­al re­la­tion­ships, even if no ex­press ref­er­ence is made to them in an offer from Labro. 

1.3 De­vi­at­ing gen­er­al terms and con­di­tions of the cus­tom­er shall only apply if Labro has ex­pressly re­cog­nized them in writ­ing. 

1.4 Amend­ments to these GTC must be made in writ­ing. Verbal col­lat­er­al agree­ments and de­clar­a­tions shall only be ef­fect­ive if Labro con­firms them in writ­ing. 

2 Scope of ser­vices, con­clu­sion of con­tract 

2.1 The scope of ser­vices de­pends on Labro's writ­ten offer with­in the areas of con­sult­ing, de­vel­op­ment or real­iz­a­tion of hos­pit­al­ity real es­tate. 

2.2 Un­less oth­er­wise stated in the offer, of­fers are valid for four weeks from the date of issue. 

2.3 By ac­cept­ing the offer, the cli­ent agrees that the ser­vices offered: 

    a) may in­clude re­com­mend­a­tions, but Labro shall not be re­spons­ible or li­able for their im­ple­ment­a­tion or for any de­cisions based on or serving the im­ple­ment­a­tion of the re­com­mend­a­tions. 
b) de­cision-mak­ing powers of a cli­ent can be del­eg­ated or trans­ferred to Labro, but Labro is re­spons­ible for the ex­e­cu­tion of these powers, but is not li­able for their con­sequences.

2.4 The con­tract is con­cluded upon ac­cept­ance of the offer sub­mit­ted by Labro. Ac­cept­ance shall take place upon leg­ally valid sig­na­ture of the offer by the cli­ent.

3 Duty to co­oper­ate

3.1 The cli­ent shall en­sure that Labro is provided with all ne­ces­sary in­form­a­tion and data in a timely man­ner, even without spe­cial re­quest, and that the ne­ces­sary re­li­able, cor­rect and com­plete in­form­a­tion is provided. This also ap­plies to all in­form­a­tion, data, pro­cesses and cir­cum­stances that are only avail­able or be­come known dur­ing the pro­vi­sion of ser­vices.

3.2 The re­la­tion­ship of trust between the cli­ent and Labro re­quires that Labro is kept fully in­formed about pre­vi­ous and/or on­go­ing con­sulta­tions in con­nec­tion with the ser­vices to be provided.

3.3 The cli­ent shall en­sure that all re­quire­ments as set out in the offer are met.

3.4 The Cli­ent shall make all de­cisions ne­ces­sary for the pro­vi­sion of the agreed ser­vices in a timely man­ner and ob­tain any ne­ces­sary ap­provals (e.g. ap­provals from the man­age­ment, the board of dir­ect­ors, em­ploy­ees, etc.).

3.5 The Com­pany and its rep­res­ent­at­ives are solely re­spons­ible, inter alia, for the fol­low­ing:

    a) to per­form all man­age­ment func­tions and make all man­age­ment de­cisions,
b) se­lect­ing a com­pet­ent mem­ber or com­mit­tee of man­age­ment to over­see Labro's ser­vices,
c) as­sess the ap­pro­pri­ate­ness and res­ults of these ser­vices on be­half of the com­pany,
d) to take re­spons­ib­il­ity for the res­ults of these ser­vices, to es­tab­lish and main­tain in­tern­al con­trols which in­clude, but are not lim­ited to, our ser­vice de­liv­ery.

3.6 If the agreed ser­vices are provided on the cli­ent's premises, the cli­ent shall provide the ne­ces­sary of­fice in­fra­struc­ture free of charge and en­sure that all or­gan­iz­a­tion­al frame­work con­di­tions are in place and that un­dis­turbed pro­vi­sion of ser­vices is guar­an­teed.

3.7 If the cli­ent vi­ol­ates its ob­lig­a­tions to co­oper­ate or other un­fore­seen events and cir­cum­stances bey­ond Labro's con­trol occur that pre­vent Labro from provid­ing the agreed ser­vices (eco­nom­ic situ­ation, facts, in­form­a­tion, legal situ­ation, pan­dem­ics, etc.), an agreed sched­ule (mile­stones) shall be post­poned. In ad­di­tion, Labro is en­titled to charge the cli­ent for any ad­di­tion­al costs (e.g. down­time of the em­ploy­ees de­ployed).

4 Per­form­ance of the ser­vices

4.1 Labro owes the pro­vi­sion of the ser­vices spe­cified in the offer, but not a spe­cif­ic eco­nom­ic suc­cess.

4.2 Labro is en­titled to as­sume that the in­form­a­tion and doc­u­ments provided by the cus­tom­er are cor­rect and com­plete. Un­less ex­pressly agreed oth­er­wise, Labro shall not be ob­liged to identi­fy in­ac­curacies.

4.3 Labro shall en­deavor to com­ply with the cli­ent's re­quest for the as­sign­ment of cer­tain em­ploy­ees, but ex­pressly re­serves the right to as­sign and re­as­sign em­ploy­ees at its own dis­cre­tion, as is ap­pro­pri­ate, ex­pedi­ent and pos­sible for the pro­vi­sion of the ser­vices.

4.4 Labro shall be en­titled to have agreed ser­vices per­formed in whole or in part by co­oper­a­tion part­ners or com­pet­ent third parties.

5 Rights of use, pro­tec­tion of in­tel­lec­tu­al prop­erty, con­fid­en­ti­al­ity

5.1 All doc­u­ments provided by Labro in paper or elec­tron­ic form (in par­tic­u­lar of­fers, ana­lyses, state­ments, con­cepts, etc.) are the in­tel­lec­tu­al prop­erty of Labro. The cli­ent ac­know­ledges Labro's ex­clus­ive rights to the doc­u­ments, wheth­er or not the doc­u­ments are pro­tec­ted by copy­right, trade­mark or com­pet­i­tion law.

5.2 Dur­ing and after ter­min­a­tion of the con­trac­tu­al re­la­tion­ship, the cli­ent may only use the doc­u­ments provided for its own busi­ness pur­poses that are covered by the con­tract and the spe­cific­ally agreed scope of ser­vices. The cli­ent shall not be en­titled to modi­fy ana­lyses, state­ments, con­cepts, etc. of Labro.

5.3 Without the prior writ­ten con­sent of Labro, the cli­ent is pro­hib­ited from passing on the doc­u­ments in whole or in part to third parties, pub­licly re­pro­du­cing them, quot­ing from them or re­fer­ring to them to third parties. This shall also apply if the cli­ent has ob­tained Labro's con­sent, if the eco­nom­ic en­vir­on­ment and the rel­ev­ant frame­work con­di­tions have changed since the con­sent was ob­tained and/or the con­sultancy ser­vice has be­come ob­sol­ete in the mean­time. An ex­cep­tion to this shall only apply if ap­plic­able laws, reg­u­la­tions, rules and pro­fes­sion­al ob­lig­a­tions pre­vent a re­stric­tion of dis­clos­ure.

5.4 In the event of a breach of points 5.2 or 5.3, Labro shall be ex­empt from any li­ab­il­ity for any res­ult­ing dam­ages.

5.5 The re­la­tion­ship of trust between the cli­ent and Labro re­quires strict con­fid­en­ti­al­ity. With re­gard to this con­tract and all in­form­a­tion provided in con­nec­tion with this con­tract which has been des­ig­nated as con­fid­en­tial by the dis­clos­ing party, the re­cip­i­ent un­der­takes to pro­tect the con­fid­en­tial in­form­a­tion ad­equately or in ac­cord­ance with the ap­plic­able pro­fes­sion­al prin­ciples, to use it only for the per­form­ance of this con­tract and to re­pro­duce it only to the ex­tent ne­ces­sary for the per­form­ance of the con­tract. Con­fid­en­ti­al­ity shall not apply to in­form­a­tion that is already known to third parties or the re­cip­i­ent.

5.6 Labro, its em­ploy­ees and the co­oper­a­tion part­ners in­volved un­der­take to main­tain con­fid­en­ti­al­ity about all mat­ters that be­come known to them in con­nec­tion with their work for the cli­ent.

5.7 The ob­lig­a­tion to main­tain con­fid­en­ti­al­ity shall also apply after ter­min­a­tion of the con­tract. Ex­cep­tions to this are cases in which there is a legal ob­lig­a­tion to provide in­form­a­tion or if Labro has been ex­pressly re­leased from the ob­lig­a­tion of con­fid­en­ti­al­ity by the cli­ent.

6 Fee

6.1 The amount of Labro's fee de­pends on the type and scope of the agreed ser­vices and is spe­cified in Labro's offer. In the ab­sence of an ex­press agree­ment, a reas­on­able fee shall be owed.

6.2 The cost es­tim­ate stated in the fee offer is based on em­pir­ic­al val­ues and the basis provided by the cli­ent. It is cal­cu­lated in­clud­ing the stated re­serve. The ac­cur­acy in­clud­ing the re­serve is +/-20%.

6.3 Un­less oth­er­wise agreed in Labro's offer, the fol­low­ing ex­penses ex­clud­ing VAT shall be charged to the cli­ent in ad­di­tion to the fee:

a) Of­fice ex­penses amount­ing to 5% of the order volume
    b) Travel time - charged as ser­vice pro­vi­sion time
    c) Travel ex­penses by car - CHF 1 / km and SBB 1st class
    d) Overnight stays - min. cat­egory 4*
    e) Ex­penses for large print runs of cop­ies and present­a­tions
    f) Ex­penses for plan plots if not provided by the cli­ent

6.4 Labro shall provide a pro­ject room for de­vel­op­ment and real­iz­a­tion pro­jects. Pay­ment shall be made at a monthly flat rate of CHF 750 / pro­ject excl. VAT plus a one-off user train­ing fee of CHF 1,500 excl. VAT.

6.5 Un­less oth­er­wise stated in the offer, the ser­vices are in­voiced monthly. Pay­ment is due with­in 30 days.

6.6 Any ob­jec­tions to in­voices must be made in writ­ing to Labro with­in seven days of re­ceipt. Fail­ure to raise ob­jec­tions with­in this peri­od shall be deemed ac­know­ledge­ment of the in­voice.

6.7 In the event of de­fault of pay­ment, Labro shall be en­titled to charge de­fault in­terest of 10% on the in­voiced ser­vices and ex­penses. Fur­ther­more, Labro shall be en­titled to tem­por­ar­ily sus­pend the pro­vi­sion of ser­vices and to with­draw from the con­tract after un­suc­cess­ful re­mind­ers. The cus­tom­er shall bear all re­mind­er and col­lec­tion charges and legal costs in­curred and ne­ces­sary for ap­pro­pri­ate legal ac­tion.

7 Ter­min­a­tion

7.1 Un­less oth­er­wise agreed (e.g. in the case of phased com­mis­sion­ing of defin­able pro­jects or parts of pro­jects), the con­tract may be ter­min­ated by either party in writ­ing with 30 days' no­tice to the end of a cal­en­dar month.

7.2 Labro re­serves the right to ter­min­ate the busi­ness re­la­tion­ship in whole or in part with im­me­di­ate ef­fect by writ­ten no­tice if it be­comes ap­par­ent that (i) due to a change in le­gis­la­tion, case law or other reg­u­la­tions or (ii) due to a change in other cir­cum­stances (in­clud­ing changes in the cli­ent's own­er­ship struc­ture), the con­tinu­ation of our as­sign­ment would be un­law­ful, in par­tic­u­lar if the con­tinu­ation of the as­sign­ment would be in con­flict with in­de­pend­ence pro­vi­sions or pro­fes­sion­al prin­ciples.

7.3 The cli­ent shall re­im­burse Labro for the ser­vices rendered and ex­penses in­curred up to the ex­piry of the con­trac­tu­al re­la­tion­ship and shall com­pensate Labro for all costs and ex­penses in­curred in con­nec­tion with the ter­min­a­tion.

7.4 Ter­min­a­tion at an in­op­por­tune time re­mains re­served.

8 Li­ab­il­ity

8.1 Labro is covered by pro­fes­sion­al li­ab­il­ity in­sur­ance as a build­ing owner's con­sult­ant and build­ing owner's trust­ee with Zurich In­sur­ance Com­pany:

Policy No. 15.739.906
Sum in­sured for fin­an­cial losses: CHF 500,000
Sum in­sured for per­son­al in­jury and prop­erty dam­age: CHF 5,000,000

8.2 Labro is only li­able for the cor­rect ex­e­cu­tion of the com­mis­sioned ser­vice. Labro can­not guar­an­tee at any time that the res­ults ex­pec­ted in the order will be achieved in ex­actly the same form, as cir­cum­stances such as the eco­nom­ic situ­ation, facts, in­form­a­tion, the legal situ­ation, etc. can change at any time.

8.3 Labro as­sumes no re­spons­ib­il­ity for the cor­rect ful­fill­ment of tasks that it has not car­ried out it­self. It shall not be li­able to the cli­ent for any dam­age caused by late or de­fect­ive per­form­ance by third party ser­vice pro­viders.

8.4 Labro is in no way re­spons­ible or li­able for de­fects or dam­age res­ult­ing from emails in which Labro and its email ad­dresses are lis­ted in copy (CC) or blind copy (BCC). Joint re­spons­ib­il­ity due to con­trib­ut­ory know­ledge is re­jec­ted in its en­tirety.

8.5 Labro shall only be li­able for dam­ages if in­tent or gross neg­li­gence can be proven. Li­ab­il­ity for slight neg­li­gence is ex­cluded in any case. This shall also apply if Labro uses third parties to ful­fill the con­tract.

8.6 Labro shall in no event be li­able for loss of profit, con­sequen­tial dam­ages, in­dir­ect and in­cid­ent­al dam­ages or pure fin­an­cial losses of any kind, even if it has been in­formed of the pos­sib­il­ity of such losses, dam­ages, claims for costs or claims by third parties.

8.7 Labro's li­ab­il­ity is fur­ther lim­ited to the amount of the order, but not ex­ceed­ing CHF 250,000. A single case of dam­age is to be un­der­stood as the sum of the claims for dam­ages of all claimants arising from a uni­form ser­vice. Labro shall also only be li­able for dam­ages arising from sev­er­al sim­il­ar, uni­form ser­vices due to sev­er­al breaches based on the same tech­nic­al error up to the order amount or a max­im­um of CHF 250,000.

8.8 If, in the opin­ion of the cli­ent, the pos­sible volume of dam­ages ex­ceeds the afore­men­tioned amount, Labro shall, at the re­quest of the cli­ent, at­tempt to take out sup­ple­ment­ary in­sur­ance to the ex­ist­ing li­ab­il­ity in­sur­ance to cover this risk, provided that the cli­ent pays the in­sur­ance premi­um in­curred for this.

8.9 Any claims for dam­ages must be as­ser­ted in court with­in three months of know­ledge of the dam­age, but no later than three years after the event giv­ing rise to the claim, oth­er­wise they shall be ex­cluded.

8.10 If Labro calls in a third party, e.g. a data pro­cessing com­pany, a chartered ac­count­ant or a law­yer, to provide its con­sultancy ser­vices and has no­ti­fied the cli­ent of this in writ­ing, Labro shall be re­leased from li­ab­il­ity and only the third party called in shall be li­able to the cli­ent for the dam­age for which it is re­spons­ible.

8.11 Labro's li­ab­il­ity to­wards per­sons other than the cli­ent is ex­pressly ex­cluded. If Labro's doc­u­ments are passed on to third parties with their con­sent, this shall not give rise to any li­ab­il­ity on the part of Labro to­wards the third party. Should Labro ex­cep­tion­ally be li­able to­wards a third party, the above lim­it­a­tions of li­ab­il­ity shall apply not only in the re­la­tion­ship between Labro and the cli­ent, but also to­wards the third party. In the event that a third party as­serts a claim for dam­ages against Labro, the cli­ent shall fully in­dem­ni­fy and hold Labro harm­less.

9 Data pro­tec­tion

9.1 Labro is the data con­trol­ler with­in the mean­ing of the EU Gen­er­al Data Pro­tec­tion Reg­u­la­tion ("GDPR"), the Swiss Data Pro­tec­tion Act ("DSG") and the re­vised Swiss Data Pro­tec­tion Act ("re­vDSG") with re­gard to all per­son­al data ("per­son­al data") pro­cessed with­in the scope of the order. Wheth­er and to what ex­tent these laws are ap­plic­able, how­ever, de­pends on the in­di­vidu­al case. Labro is en­titled to pro­cess per­son­al data en­trus­ted to Labro in the con­text of the pro­vi­sion of ser­vices, to store it in elec­tron­ic­ally man­aged files and to have it pro­cessed by third parties with whom a cor­res­pond­ing pro­cessor agree­ment with­in the mean­ing of Art. 28 GDPR has been con­cluded. Ma­ter­i­als provided to Labro (paper and data car­ri­ers) shall gen­er­ally be handed over to the cli­ent or to third parties named by the cli­ent after com­ple­tion of the rel­ev­ant ser­vice pro­vi­sion or, if this has been agreed sep­ar­ately, shall be stored or des­troyed by Labro. Labro shall be en­titled to re­tain cop­ies of such data car­ri­ers if it re­quires them for the prop­er doc­u­ment­a­tion of its ser­vices or if it is leg­ally re­quired or cus­tom­ary in the pro­fes­sion.

9.2 Labro and its em­ploy­ees un­der­take to main­tain data secrecy in ac­cord­ance with the ap­plic­able pro­vi­sions of the GDPR and the Data Pro­tec­tion Act as amended (cur­rently DSG as amended by the Data Pro­tec­tion Amend­ment Act 2018) and will also ob­lige any third parties in­volved to do the same.

9.3 The com­plete pri­vacy policy of Labro AG can be found on the web­site https://www.labro.ch/datens­chutz

10 Non-so­li­cit­a­tion clause

10.1 Dur­ing the term of this con­tract and for a fur­ther peri­od of six months after com­ple­tion of the pro­vi­sion of ser­vices, the cli­ent is pro­hib­ited from em­ploy­ing Labro em­ploy­ees who were in­volved in the ful­fill­ment of the con­tract. In the event of a breach of this ob­lig­a­tion, the cli­ent shall pay Labro a con­trac­tu­al pen­alty of CHF 50,000 plus VAT.

11. final pro­vi­sions

11.1 Labro is en­titled to in­clude the cli­ent's com­pany and the pro­ject in its ref­er­ence list. Labro will use or list these for com­mu­nic­a­tion pur­poses on the web­site, so­cial media chan­nels (In­s­tagram, Linked­In) and in present­a­tions to third parties. The cli­ent agrees to provide in­form­a­tion about Labro to a reas­on­able ex­tent after prior no­ti­fic­a­tion.

11.2 The cus­tom­er is not en­titled to trans­fer rights or ob­lig­a­tions under this con­tract to third parties without Labro's prior writ­ten con­sent. Labro is en­titled to trans­fer rights and ob­lig­a­tions arising from this con­tract to a sub­si­di­ary or af­fil­i­ated com­pany with dis­char­ging ef­fect without the cli­ent's sep­ar­ate con­sent.

11.3 Labro uses high-qual­ity tech­no­logy to re­cog­nize and fil­ter out un­wanted e-mails (spam). Nev­er­the­less, it may hap­pen that an e-mail is mis­takenly qual­i­fied as spam. Labro can there­fore not guar­an­tee that e-mails from the cli­ent will ac­tu­ally reach the in­ten­ded re­cip­i­ent.

11.4 The place of per­form­ance is Cham, Switzer­land. The place of jur­is­dic­tion for any dis­putes arising from this con­tract shall be Cham, Switzer­land.

11.5 This con­tract shall be gov­erned ex­clus­ively by Swiss law.

11.6 Should in­di­vidu­al pro­vi­sions of these GTC be or be­come in­ef­fect­ive