General Terms and Conditions (GTC)
§ 1 Scope
1.1 These General Terms and Conditions ("GTC") apply to all advisory, development, support, coordination and project services provided by FJHERMANN CONSULTING to its clients, in particular in the fields of medicine, clinical development, medical affairs, scientific strategy, commercialization, market access, pharma, biotech and healthcare innovation, digital health solutions, artificial intelligence, software/SaaS models, as well as smart building and building automation.
1.2 These GTC apply exclusively to companies, institutions and other persons acting in the exercise of their commercial, professional or institutional activity when entering into the contract ("Client"). They do not apply to consumers.
1.3 Deviating, conflicting or supplementary terms of the Client shall only become part of the contract if FJHERMANN CONSULTING has expressly agreed to their validity in text form.
1.4 Project-specific agreements, proposals, statements of work, framework agreements, non-disclosure agreements or other individual arrangements shall prevail over these GTC to the extent they expressly contain deviating provisions.
§ 2 Formation of Contract and Form
2.1 Offers made by FJHERMANN CONSULTING are non-binding unless expressly designated as binding.
2.2 A contract is formed once the Client accepts an offer in text form, or FJHERMANN CONSULTING sends an order confirmation in text form. Email is sufficient.
2.3 Oral side agreements, assurances or amendments require confirmation in text form to be binding.
2.4 Unless expressly stated otherwise in these GTC, text form, including email, is sufficient for notices, approvals, declarations, amendments and terminations.
§ 3 Scope and Nature of Services
3.1 The type, scope, content, timing and remuneration of the services result from the respective proposal, order confirmation or other individual agreement.
3.2 FJHERMANN CONSULTING renders its services with due care, in accordance with recognized professional standards and to the best of its knowledge. Unless expressly agreed otherwise, the services constitute services of a general nature (contract for services); a specific economic, regulatory, medical, technical or commercial outcome is not owed.
3.3 Advisory services provided by FJHERMANN CONSULTING do not replace medical treatment, regulatory approval decisions by an authority, or individual legal, tax or fiduciary advice.
3.4 Decisions the Client makes based on the services rendered are made at the Client's own responsibility. The Client remains obliged to review technically, legally, regulatory and commercially material points itself or through specialized professionals.
3.5 FJHERMANN CONSULTING is entitled to engage qualified third parties, subcontractors or subject-matter experts to render the services. Such third parties will be appropriately bound to confidentiality and, where required, to data protection obligations.
§ 4 Client's Duties to Cooperate
4.1 The Client shall provide FJHERMANN CONSULTING, in a timely, complete and suitable manner, with all information, documents, data, decisions, approvals and access required for the performance of the services.
4.2 The Client shall designate a technically responsible contact person with sufficient decision-making and coordination authority.
4.3 Delays, additional effort or disadvantages resulting from late, incomplete or incorrect cooperation by the Client shall be borne by the Client. In such cases, FJHERMANN CONSULTING is entitled to adjust deadlines and schedules accordingly and to invoice additional effort at the agreed rates.
§ 5 Fees, Expenses and Payment Terms
5.1 The fee is based on the respective proposal and may be agreed on an hourly, daily or fixed-fee basis.
5.2 Expenses, disbursements, and third-party or ancillary costs will be charged additionally, unless expressly agreed otherwise.
5.3 All prices are stated in Swiss francs (CHF) and are exclusive of statutory VAT, where applicable, which shall be added.
5.4 Unless otherwise agreed, invoices are payable within 30 days of the invoice date without deduction.
5.5 In the event of late payment, FJHERMANN CONSULTING is entitled to charge statutory default interest as well as any collection and reminder costs, and to suspend further performance, in whole or in part, until payment is received in full.
5.6 For mandates of longer duration or larger scope, FJHERMANN CONSULTING is entitled to request advance payments, periodic interim invoices, or billing according to project progress.
§ 6 Scheduled Appointments, Rescheduling and Reserved Time
6.1 Confirmed appointments, workshops, review sessions, advisory blocks, calls, on-site engagements or other expressly reserved time slots constitute "Reserved Time" bindingly scheduled for the Client.
6.2 Unless otherwise agreed, confirmed appointments may be rescheduled or cancelled free of charge up to 2 business days before the agreed start.
6.3 In the event of rescheduling or cancellation less than 2 business days before the appointment, FJHERMANN CONSULTING is entitled to invoice 50% of the fee agreed for the reserved time slot (or the corresponding portion thereof).
6.4 In the event of rescheduling or cancellation less than 24 hours before the appointment, or in case of no-show by the Client or its participants, FJHERMANN CONSULTING is entitled to invoice 100% of the fee agreed for the reserved time slot (or the corresponding portion thereof).
6.5 Preparatory work already performed, travel time, travel bookings, third-party and expense costs, as well as preparation effort already rendered, remain owed in addition in any case, to the extent not already included in the rate above.
6.6 In the event of a rescheduling, FJHERMANN CONSULTING will endeavor to offer an alternative appointment where possible. There is no entitlement to a specific alternative appointment.
§ 7 Confidentiality
7.1 Both parties undertake to treat as confidential all confidential information of the other party received or become known in the course of the collaboration, and to use it exclusively for the performance of the respective contractual relationship.
7.2 Confidential information includes, in particular, non-publicly known business, scientific, strategic, technical, financial and project-related information as well as personal data, to the extent its confidential nature is apparent or follows from the nature of the matter.
7.3 The confidentiality obligation does not apply to information that: (a) was already lawfully known to the receiving party; (b) is or becomes publicly known without breach of this agreement; (c) was lawfully received from third parties; or (d) must be disclosed due to a legal obligation or official order.
7.4 The confidentiality obligation continues beyond the termination of the contractual relationship.
7.5 A separate non-disclosure agreement (NDA) may be concluded for individual mandates. It shall prevail over these provisions to the extent it contains deviating rules.
§ 8 Intellectual Property and Rights of Use
8.1 All work products created in the course of a mandate, in particular reports, analyses, concepts, strategies, presentations, models, documentation and recommendations ("Work Products"), remain the property of, or under the legal ownership of, FJHERMANN CONSULTING until full payment has been received.
8.2 Upon full payment of the agreed fee, the Client receives a non-exclusive, non-transferable right of use in the Work Products, to the extent contractually envisaged, for its own business purposes, unless expressly agreed otherwise.
8.3 Disclosure, publication, sublicensing, commercial exploitation outside the agreed purpose, or modification of the Work Products is only permitted with the prior consent of FJHERMANN CONSULTING, unless otherwise provided by the individual agreement or the purpose of the contract.
8.4 FJHERMANN CONSULTING retains all rights to its own methods, templates, tools, frameworks, models, libraries, prompt structures, workflows, know-how and other foundations existing prior to, or developed independently of, the mandate ("Background IP"). These are not transferred.
8.5 To the extent Background IP is contained in Work Products or remains necessary for their use, the Client receives a simple right of use to the extent required for the contractual use of the Work Products.
8.6 Reference to the Client as a case reference shall only be made with the Client's prior consent in text form.
§ 9 Liability
9.1 FJHERMANN CONSULTING is liable under statutory provisions for damages caused intentionally or by gross negligence.
9.2 To the extent legally permissible, liability for slight negligence is excluded.
9.3 Should the exclusion of liability for slight negligence not be, or not be fully, legally permissible, FJHERMANN CONSULTING's liability for slight negligence shall be limited, to the extent legally permissible, to the net fee actually paid for the mandate concerned.
9.4 To the extent legally permissible, liability for indirect damages, consequential damages, loss of profit, lost savings, indirect financial losses, and third-party claims is excluded.
9.5 FJHERMANN CONSULTING is not liable for decisions, measures or omissions of the Client taken in reliance on advisory or analysis results, unless FJHERMANN CONSULTING acted with intent or gross negligence. The services do not release the Client from its own duties of review, approval and plausibility assessment.
9.6 Any further mandatory statutory liability remains reserved.
9.7 FJHERMANN CONSULTING maintains professional liability insurance.
§ 10 Term and Termination
10.1 Individual mandates end upon full performance of the agreed services or upon expiry of the agreed term.
10.2 Ongoing or framework agreements may be terminated by either party in text form, subject to 30 days' notice to the end of a calendar month, unless otherwise agreed.
10.3 The right of either party to terminate for cause with immediate effect remains reserved.
10.4 Upon termination of the contractual relationship, services rendered to date, expenses incurred, bindingly commissioned third-party services, and owed disbursements shall in any case be remunerated.
10.5 The provisions on already reserved appointments, workshops, advisory blocks and Reserved Time under § 6 remain applicable even in the event of termination or interruption of the project, provided the relevant time slots have already been bindingly confirmed.
§ 11 Data Protection
11.1 FJHERMANN CONSULTING processes personal data of the Client and its contact persons only within the scope of contract performance, in accordance with applicable data protection law and the applicable Privacy Policy.
11.2 To the extent FJHERMANN CONSULTING processes personal data on behalf of the Client in individual cases, the parties will, where legally required, enter into a separate data processing agreement.
11.3 Both parties shall take appropriate technical and organizational measures within their own area of responsibility to protect personal data and confidential information.
§ 12 Final Provisions
12.1 Amendments and supplements to these GTC or individual contracts require text form to be valid, unless mandatory law requires a stricter form.
12.2 The Client may only assign or transfer rights and obligations under the contractual relationship with the prior consent of FJHERMANN CONSULTING in text form.
12.3 Should any provision of these GTC be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a permissible provision that comes as close as possible to the economic purpose of the original provision.
§ 13 Governing Law and Jurisdiction
13.1 These GTC and all contractual relationships based on them are governed exclusively by Swiss law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC or individual contracts is, to the extent legally permissible, Zurich, Switzerland.
FJHERMANN CONSULTING
Frank Hermann · Turbinenstrasse 60 · 8005 Zurich, Switzerland · info@fjhermannconsulting.ch