GTC of papilio Ltd. 

1. Scope of these GTC

1.1 The following “General Terms and Conditions of Business” (hereinafter referred to as “GTC”) apply to all services and product sales of papilio AG and its subsidiaries (hereinafter referred to as “papilio“) and to all contracts of papilio with its customers (hereinafter referred to as “Customer”), irrespective of the content and legal nature of the services offered or contractually assumed by papilio. They are recognised by the client as of the content of the contract. The applicability of general contractual terms and conditions other than these is expressly excluded. 

1.2 Insofar as service or other contracts of papilio AG contain provisions that deviate from the following GTC, the individual contractual agreements shall take precedence over these GTC. 

2. Obligation of the customer to co-operate

2.1 In order to enable papilio to carry out the desired professional work, the client shall inform papilio as comprehensively as possible about the business, organisational, technical and competitive situation of his company. 

2.2 The client shall inform papilio immediately of any changes in the situation or circumstances that are of significance to the project. 

2.3 Any interim results and interim reports supplied by papilio shall be checked immediately by the client to ensure that the information contained therein about the client or his company is correct; papilio shall be informed immediately of any necessary corrections and any requests for changes. 

3. Independence

3.1 papilio employees guarantee the highest level of professionalism in the execution of their project services. In particular, the evaluations of candidates’ competences (hereinafter referred to as “candidates”) are carried out completely independently and are unaffected by possible conflicts of interest. Accordingly, any recommendations requested by the client are also made independently.

3.2 papilio shall at all times remain an independent service provider in control of the manner and means of providing the Services. papilio is not an employee or agent of the Client and no partnership, joint venture or agency is created or deemed to be created by this Agreement or by any act of the parties under any Project.

4. Confidentiality

4.1 papilio shall treat all information about the company, its customer relationships and its employees received from the client in the course of the co-operation as strictly confidential, unless this information is already generally known. The same applies to knowledge of internal company processes at the client’s premises that papilio obtains during the collaboration. The confidentiality obligation continues to apply even after the end of a project.

4.2 papilio will only disclose confidential information to its employees that they have an absolute need to know and only to those employees who are bound by a duty of confidentiality in relation to that confidential information that is no less restrictive than the provisions of this clause.

5. Data protection

5.1 If papilio has access to or processes personal data in the context of a project, papilio will (i) treat it as confidential information, (ii) not use it for any purpose other than to fulfil its obligations under the project, (iii) comply with the Swiss Data Protection Act applicable to the processing of personal data, (iv) take appropriate technical and organisational measures to prevent a “data breach”, i.e. accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data or any other unauthorised or unlawful use, (v) notify the Client promptly after papilio becomes aware of a Data Breach and reasonably cooperate with any investigation or corrective action, (vi) not to export or provide personal data to any person in a country that does not, in the opinion of the relevant data protection authorities, provide adequate safeguards for personal data, unless adequate safeguards are in place in accordance with applicable data protection laws; and (vii) to co-operate with the Client in dealing with requests from data subjects. 

5.2 Each party warrants that it is authorised to disclose all personal data that it discloses in the context of a project. “Personal data” means any information relating to an identified or identifiable natural person. 

5.3 Further details and information can also be found in papilio’s privacy policy: https://papilio.ch/de/datenschutzerklaerung/ 

6. Cancellation of projects/orders & remuneration

6.1 papilio grants the client the right to prematurely terminate (“cancel”) any project (order, contract, etc.). Premature termination (cancellation) shall not affect agreed confidentiality obligations and other post-contractual fiduciary duties. The remuneration of papilio in cases of premature cancellation shall be governed by sections 6.2 & 6.3. 

6.2 The client shall pay papilio the agreed fee, the agreed expenses and the authorised accrued expenses for the services provided by papilio up to the receipt of an early termination. The basis for calculating fees shall be the generally applicable daily rates of the consultants used for the project and the applicable sales prices of the products used in the project.

However, papilio may not charge more than the fixed or lump sum price agreed for the cancelled project in accordance with this provision. If fixed or lump-sum prices have been agreed for individual service sections within a contract, the above provision under 6.2 shall apply. 

6.3 If services booked by the customer are cancelled before the planned date of service provision, the following fees are due depending on the service product, unless otherwise defined in a separate contract: 

6.3.1 Cancellation of individual assessments & trainings: 

• Less than 24 hours (1 day) before the scheduled start of the appointment, not including public holidays and weekends: 100% of the fee 

• Less than 72 hours (3 days) before the scheduled start of the appointment, not including public holidays and weekends: 80% of the fee 

• Less than 120 hours (5 days) before the scheduled start of the appointment, not including public holidays and weekends: 50% of the fee  

6.3.2 Cancellation of group assessments: 

• Less than 14 days (2 weeks) before the planned date: 100% of the fee 

• Less than 21 days (3 weeks) before the planned date: 50% of the fee 

• Less than 28 days (4 weeks) before the planned date: 25% of the fee 

6.3.3 Cancellation of coaching sessions (individual sessions, coaching & development programmes) as well as feedback sessions (assessments, development centres, 360°, etc.) up to a maximum of 2 hours: 

• Less than 24 hours (1 day) before the scheduled appointment: 50% of the fee 

6.3.4 Cancellation of all other consulting projects, mandates and services: 

• Less than 72 hours (3 days) before the scheduled appointment: 80% of the fee for the service to be provided on that day
• Less than 120 hours (5 days) before the scheduled appointment: 50% of the fee for the service to be provided on that day

6.4 Costs actually incurred as a result of cancellation (e.g. hotel costs, flight reservations) will be charged to the customer at 100% in all cases. 

6.5 The provisions of sections 6.1 to 6.4 shall apply accordingly if papilio cancels the provision of services for good cause (Art. 337 OR). 

6.6 Advance payments for consulting projects expire after twelve (12) months if not used unless otherwise defined in a separate contract. Unused online products (e.g. online assessment runs) expire after 24 months.  

7. Invoicing & Payment

7.1 The prices in the current price list apply to all offers/quotations and projects/orders from papilio. Expenses incurred as a result of the provision of contractual services shall be invoiced additionally. As a rule, a cost estimate is prepared for consulting projects. The acceptance of offers/quotations and cost estimates as well as the ordering of products must be confirmed by the customer in writing. 

 7.2 Additions and changes to agreed services requested by the customer which result in an increase in the time required shall be invoiced in accordance with the applicable daily and hourly rates. 

7.3 The statutory value added tax (VAT) shall be added to all prices in offers/quotations. 

7.4 The prices quoted in offers/quotations and cost estimates are guaranteed by papilio for a period of three (3) months after submission of the offer. Offers accepted by the client after this period shall be subject to any price changes that may have occurred in the meantime. 

7.5 In the absence of any agreements to the contrary, papilio shall be entitled to invoice the client monthly in arrears for fees, products and expenses as incurred. 

7.6 Contractual invoices for services provided by papilio are due for payment within 30 days of the date of the invoice.  

7.7 If the client is in arrears with the payment of due invoices, papilio AG shall be entitled to suspend its work on the project until these claims have been met. 

7.8 Reports for services that include the interaction of a papilio consultant are available to the client within five (5) working days. The following surcharges are due for early delivery of reports: the minimum time required to prepare the reports is two (2) full working days in any case: 

• Delivery within four (4) full working days: + 10% of the product price 

• Delivery within three (3) full working days: + 15% of the product price 

• Delivery within two (2) full working days: + 25% of the product price 

8. Impediments to performance, delay, impossibility

8.1 papilio shall only be in default with its services if specific completion or delivery dates have been agreed as fixed dates. papilio shall only be liable for damages incurred by the client as a result of any delay to the extent that it is responsible for the occurrence of the delay. For example, papilio is not responsible for the unforeseen cancellation of the person intended for the project, force majeure and other events that were not foreseeable when the contract was concluded and that make the agreed service impossible or unreasonably difficult for papilio, at least temporarily. Force majeure includes strikes, lockouts and similar circumstances that affect papilio directly or indirectly. 

8.2 If the obstacles to performance are of a temporary nature, papilio shall be entitled to postpone the fulfilment of its obligations for the duration of the postponement and for a reasonable start-up period. If, on the other hand, papilio’s performance becomes permanently impossible due to obstacles within the meaning of 8.1, papilio shall be released from its contractual obligations. 

9. Warranty & Liability

9.1 If and to the extent that any consulting errors and/or any defects in a work created by papilio and other services rendered are based on the fact that the client has not, not fully or not timely fulfilled the obligations to co-operate pursuant to Section 2, papilio’s liability and warranty shall be excluded. papilio AG shall also not assume any liability for any damages suffered by the client due to the client’s failure to comply with the security obligations pursuant to Section 5. 

 

9.2 Furthermore, papilio excludes liability for any damages incurred by the client in the course of providing the contractual services (order, purchase, contract for work, etc.) to the extent permitted by law. In particular, papilio accepts no liability for damages caused to the client by slight negligence on the part of papilio’s employees and bodies. 

10. Intellectual property

10.1 All products and work products distributed by papilio are subject to the copy protection of papilio or the respective product copyright holder. The unauthorised reproduction of all materials and software products in whole or in part constitutes a violation of these copyrights. This applies in particular to reproductions, translations, microfilming and storage and processing in electronic systems. 

10.2 Excluded from copy protection are those materials which are created for the customer in a special development order. These work results become the copyright of the customer. 

11. Applicable law/jurisdiction & place of fulfilment 

11.1 Unless otherwise agreed in writing between the parties, all contractual relationships shall be governed by Swiss law. 

11.2 The ordinary courts of the City of Zurich shall have exclusive jurisdiction over all disputes arising between the parties from or in the context of the provision of services (including their interpretation, conclusion, performance, binding nature, amendment, breach, cancellation or enforcement).  

11.3 Should one or more provisions of these GTC not be applicable due to invalidity, this circumstance shall not affect the validity of the remaining provisions of these GTC. 

11.4 The place of fulfilment for papilio’s services is the company headquarters in Zurich. 

12. Compliance / Code of Conduct

12.1 The parties undertake not to seek, accept or receive, directly or indirectly, any benefit, discount, rebate, commission, bribe, kickback or other inducement (“Inducement”) for the provision of the Services, the sale or purchase of goods or other services or for any other business conducted by or on behalf of the Client or its employees in connection with an Order/Project, to grant discounts, rebates, commissions, bribes, kickbacks or other inducements (“inducements”) (in cash or in kind) with the intention that the inducement either induces a third party to perform a function or activity in an improper manner or rewards a third party for the improper performance of a function or activity. 

12.2 The parties undertake to comply with all applicable anti-corruption laws in the countries in which the parties have their principal places of business and in which they carry out activities under a contract/project. Further, the parties will use reasonable endeavours to comply with requests for information, including responding to questionnaires and narrow audit requests, to enable the other party to ensure compliance with applicable anti-bribery laws.