1. General Provisions / Scope of Application
1.1 These General Terms and Conditions of Mark Haacke Compliance Engineering, hereinafter referred to as the Contractor, apply to all products and services provided by Mark Haacke Compliance Engineering, including its affiliated and associated companies, and govern the general contractual conditions vis-à-vis customers, hereinafter referred to as the Client.
1.2 These General Terms and Conditions apply to the same extent to Mark Haacke Automotive as a brand of the company Mark Haacke Compliance Engineering.
1.3 The offers of Mark Haacke Compliance Engineering are directed exclusively at Clients who utilize the services in the exercise of their commercial or independent professional activity.
1.4 These General Terms and Conditions shall also apply to all future contractual relationships, including instances where no explicit reference is made to them in supplementary contracts.
2. Offer and Acceptance
2.1 The scope and content of the specific service are contractually defined and agreed upon on a case-by-case basis. The authoritative basis for this is a complete description of the expected service by the Client—hereinafter referred to as the Statement of Requirements (Lastenheft)—as well as a description of the implementation by the Service Provider—hereinafter referred to as the Functional Specification (Pflichtenheft).
The Statement of Requirements and Functional Specification form the basis for an individual offer.
2.2 The Statement of Requirements and Functional Specification do not require written form. The agreed scope of services and the applicable remuneration may be established within the framework of the offer and its acceptance.
The offer and placement of order shall always contain a brief description of the agreed service.
2.3 Offers must be made in writing.
If the written form is waived by mutual agreement, the list prices of Mark Haacke Compliance Engineering valid at the time of offer acceptance shall apply in cases of doubt. The waiver of the written form for the offer may also be implied. Decisive is that performance of the service is actually accepted, even in part.
2.4 Acceptance of an offer must be in writing. If the written form is waived by mutual agreement, the underlying offer shall always serve as the contractual basis. The offer may also be accepted informally.
The waiver of the written form for the offer may also be implied. Decisive is that performance of the service is actually accepted, even in part.
2.5 On the part of the Contractor, the person placing the specific order shall be deemed to act on behalf of the contracting company, unless a specific ordering representative has been designated by the Client. Errors by the Client regarding the authorizations of the person placing the order do not entitle the Client to withhold payment.
2.6 The Contractor is entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor. No direct contractual relationship of any kind is established between the third party and the Client.
2.7 The Client undertakes, during the term of this contractual relationship and for a period of three years following its termination, not to enter into any business relationship of any kind with individuals or entities engaged by the Contractor to fulfill its obligations arising from the bilateral contract.
In particular, the Client shall not commission these individuals and entities with such or similar consulting services as are also offered by the Contractor.
3. Work Product
3.1 Where a specific work product is agreed upon, it shall be derived from the Statement of Requirements and Functional Specification, or alternatively from the offer and offer acceptance.
The inherent nature of consulting consists of supporting tasks in an advisory capacity. Therefore, consulting, as well as its preparation and follow-up, shall be deemed the owed work product if no specific deliverable has been agreed upon.
3.2 If the scope of the order is expanded during the provision of services, the conditions and prices already agreed upon for the base order shall initially apply without requiring a separate contract.
If the order expansion is not aligned in content with the existing engagement, an independent order shall result. In the absence of individual agreements, these General Terms and Conditions and the associated list prices shall be deemed accepted.
The overall scope of the order shall expand by the scope of the substantive order extension.
3.3 If the scope of the order is reduced by the Client or if the order is terminated prematurely such that the agreed work product cannot be delivered as agreed, the Client shall have no claim to the release of project documentation or any interim results.
3.4 If the content of the order or the expected work product is modified by the Client during an ongoing engagement, this entitles the Contractor to issue a final invoice for the initiated order, evaluate the amended task specification, and adjust the scope of services accordingly.
3.5 The processes and templates upon which Mark Haacke Compliance Engineering relies in processing orders constitute the intellectual property of Mark Haacke Compliance Engineering. Even upon handover of the work product, the Contractor [Client] holds no claim to the use of the documents and templates.
3.6 In exceptional cases, this provision may be waived; however, this entitles Mark Haacke Compliance Engineering to charge a fee calculated on the basis of preparing the respective interim results.
3.7 Mark Haacke Compliance Engineering assumes no liability whatsoever for partial results or documents transmitted in this context, nor for damages resulting from their use.
3.8 Considerations expressed orally, for example during meetings, do not constitute a usable work product and must be regarded as non-binding. This remains unaffected by written or electronic records of such verbal statements.
3.9 The Contractor retains a right of retention in accordance with Art. 895 of the Swiss Civil Code (ZGB) in conjunction with the Swiss Code of Obligations (OR).
4. Cancellation Conditions
4.1 Cancellations for good cause are permissible in principle, but must always be made in writing.
4.1.1 Cancellations up to 6 weeks prior to the agreed commencement of service performance shall be free of charge.
4.1.2 Cancellations within a period of less than 6 weeks, but more than 4 weeks prior to the commencement of service performance, will be invoiced at 50% of the agreed order volume.
4.1.3 Cancellations within a period of less than 4 weeks, but more than 2 weeks prior to the commencement of service performance, will be invoiced at 75% of the agreed order volume.
4.1.4 Cancellations occurring less than 2 weeks prior to the agreed commencement of service performance entitle the Contractor to invoice 100% of the agreed order volume.
4.1.5 For out-of-pocket expenses (such as travel costs, project-related purchases, external services, customized work equipment, and the like), the cancellation terms of the respective subcontractors shall apply. The Contractor is entitled to invoice any such costs to the Client.
4.1.6 For longer-term engagements (typically > 3 months), the cancellation conditions set forth above shall apply to the corresponding planned performance periods and their designated scopes of service.
4.1.7 If an order has been initiated and is terminated entirely by the Client prior to completion of performance, this entitles the Contractor to invoice the full agreed scope.
If billing of the full scope is waived by mutual agreement, any discounts granted shall be recalculated and invoiced retroactively. This also applies to discounts that were not explicitly stated in the offer. The definitive basis for this shall be the actual list prices applicable at the time of performance.
4.2 Subject to mutual consent, any cancellation fees may be credited in whole or in part toward potential future engagements. Such agreements must always be concluded in writing.
4.3 Delays in order processing caused by the Client or cancellations attributable to the Client entitle the Contractor to claim damages.
4.4 For consulting services directed at a group of participants from different companies (referred to in external communications as "open training"), the Contractor is entitled to cancel scheduled dates if performance becomes impossible or if the required minimum number of participants is not achieved.
5. Invoicing
5.1 The Client is obligated to designate a specific invoice recipient along with their contact details. Deviations from this are permitted if invoicing is handled electronically and the Contractor has access to the billing system.
5.2 The specific payment terms shall be agreed upon on an individual basis. The basis for this shall be a credit assessment of the Client conducted by the Contractor, as well as the evaluation of the Client in internal audits conducted by the Contractor.
5.3 If no individual payment terms have been agreed upon, the following payment terms shall be deemed accepted by the Client:
5.3.1 Interim invoices every 14 days, payment terms 7 days
5.3.2 Final invoices immediately, payment term 30 days
5.3.3 Expenses (for travel expenses, project-related acquisitions, external services, customized work equipment, and similar) immediately, payment term 5 business days
5.4 The user is entitled to transmit invoices to the contractual partner in electronic form. The contractual partner agrees to the transmission of invoices in electronic form by the user.
5.5 The contractor reserves the right to engage a third party (factor) for the collection of the invoice amount.
5.6 An invoice shall be deemed accepted if no objection is raised within 7 calendar days after issuance.
5.7 In the case of agreed installment payments or billing of partial amounts in the form of interim invoices, the final installment shall be due at least 14 days prior to the end of the assignment. The contractor retains a right of retention in accordance with Section 3.9 of these General Terms and Conditions.
6. Duty of Disclosure of the Client / Declaration of Completeness
6.1 The client shall ensure that the organizational framework conditions during the execution of the assignment at its place of business allow for work that is as undisturbed as possible and conducive to the rapid progress of the consulting process.
6. The client shall ensure that all documents necessary for the performance and execution of the assignment are submitted to the contractor in a timely manner, even without a specific request, and that the contractor is informed of all events and circumstances material to the execution of the assignment. This also applies to all documents, events, and circumstances that become known only during the course of the user's activities.
7. Protection of Intellectual Property
7.1 The copyrights to the works created by the client, its employees, and engaged third parties (in particular training materials and presentations, reports, analyses, expert opinions, organizational charts, process descriptions, report templates, templates for standard operating and work instructions, performance descriptions, proposals, order conditions, drafts, calculations, drawings, data carriers, etc.) shall remain with the client. They may be used by the client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the client is not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor, unless the contractual purpose explicitly provides for this.
7.2 If the client uses the contractor's work results in combination with the work results of other parties to create an overall work result—for example, vis-à-vis a third party—the client is obligated to identify the origin of the relevant sections in a verifiable manner and to indicate the author in full. A clear demarcation from the work results of other parties must be made.
If the client passes on the contractor's work results unaltered, the contractor must be notified of the recipient of the work results. In this case, the contractual partner may alter the work result neither in terms of content nor formally.
7.3 Any breach of these provisions by the contractual partner entitles the contractor to immediately terminate the contractual relationship prematurely and to assert other statutory claims, in particular for injunctive relief and/or damages.
8. Warranty
8.1 The contracting parties are entitled and obligated, regardless of fault, to rectify any inaccuracies and defects in their performance that become known. They are obligated to inform the contractual partner thereof without undue delay.
8.2 This claim of the client shall lapse within one year from the end of the year in which the claim arose and the client gained knowledge of the circumstances giving rise to the claim and the identity of the obligor, or would have gained such knowledge without gross negligence.
8.3 Furthermore, this claim shall expire if the contractual destruction of data and information following performance of the service was agreed upon, and rectifying the defect has become impossible due to the contractually compliant destruction of the data and information.
9. Liability / Damages
9.1 The contractor shall be liable only for damages demonstrably attributable to the contractor's work results.
9.2 The contractor shall be liable for slightly negligent breaches of duty only if these concern essential contractual obligations (cardinal obligations) or such obligations whose fulfillment is essential to the proper execution of the contract in the first place and on whose observance the client regularly relies and may rely.
This liability is limited to the typical damage foreseeable at the time these terms and conditions take effect. For personal injury as well as for damages caused by gross negligence or intent, the contractor shall be liable in accordance with statutory provisions.
This applies accordingly to damages attributable to third parties engaged by the contractor.
9.3 Claims for damages by the contracting parties shall lapse within one year from the end of the year in which the claim arose and the respective contracting party gained knowledge of the circumstances giving rise to the claim and the identity of the obligor, or would have gained such knowledge without gross negligence. Excluded from this are claims arising from injury to life, body, or health, as well as claims based on grossly negligent or intentional conduct by the contractor or its vicarious agents.
9.4 Insofar as the contractor performs the service with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the client. In this case, the client shall primarily seek satisfaction from these third parties and is entitled to demand satisfaction from the contractor only after the unsuccessful expiration of a reasonable grace period set by the contractual partner.
10. Confidentiality / Data Protection
All provisions regarding confidentiality and data protection require a specific agreement explicitly naming all parties requiring protection.
11. Final Provisions
Should individual provisions of these General Terms and Conditions be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on their basis.
12. Place of Performance – Choice of Law – Jurisdiction
12.1 Unless otherwise stipulated in the contract concluded, the place of performance and payment shall be the registered office of the contractor.
12.2 The laws of the Swiss Confederation shall apply to concluded contracts.
12. The exclusive place of jurisdiction for contracts with merchants, legal entities under public law, or special funds under public law shall be the court competent for the registered office of the contractor.
GTC (General Terms and Conditions of Purchase)
1. General Provisions / Scope of Application
1.1 These General Terms and Conditions of Purchase of Mark Haacke Compliance Engineering GmbH, hereinafter referred to as the Client, apply to all products and services procured by Mark Haacke Compliance Engineering GmbH, including affiliated and associated companies, and apply to all relevant suppliers.
1.2 These GTC are intended to ensure that the services provided by Mark Haacke Compliance Engineering GmbH to its customers are not adversely affected, in terms of either quality or costs, by disadvantageous contractual terms of suppliers.
1.3 The supplier undertakes to implement and maintain a quality management system.
1.4 These General Terms and Conditions shall also apply to all future contractual relationships, including instances where no explicit reference is made to them in supplementary contracts.
2. Scope of the General Terms and Conditions of Purchase
2.1 Our General Terms and Conditions of Purchase (GTC) apply exclusively to our orders and the resulting supply contracts.
2.2 We hereby expressly object to the application of any deviating, conflicting, or supplementary terms and conditions of the supplier.
2.3 The supplier's general terms and conditions shall only become part of the contract if we have expressly agreed to their validity in writing. This also applies if we unconditionally accept or pay for the supplier's delivery with knowledge of conflicting terms and conditions of the supplier.
3. Duration of Contractual Relationships / Special Right of Termination
3.1 Suppliers of Mark Haacke Compliance Engineering GmbH are evaluated regularly. The evaluation is carried out on the basis of criteria defined by the Client and forms an integral part of the quality management of Mark Haacke Compliance Engineering GmbH.
3.2 The Client reserves the right to audit the supplier at any time, including without prior notice.
3.3 The Client reserves the right to terminate supplier contracts without notice, in particular in the event of sustained impairment of the supplier's performance capacity. This applies specifically if supplier development measures do not show an improvement in the situation. The Client may dispense with supplier development if it can be deemed unsuccessful from the outset. This is assumed if the supplier holds a special market position due to its size and supplier development by the Client can be assumed to be futile.
3.4 A negative supplier evaluation entitles the Client to an extraordinary termination of the contractual relationship.
3.5 In the event of an extraordinary termination due to a negative supplier evaluation, the supplier shall not be entitled to claim any damages.
4. Disruption of Delivery Capability
4.1 If the supplier's delivery capability is disrupted, the supplier is obligated to inform the Client immediately of any disruption or impending disruption.
4.2 In the event of disruptions, the supplier is obligated to provide a replacement in a timely manner; this applies equally to services as well as to goods.
4.3 If delivery capability is impaired and this results in reduced performance by the Client toward its customers, the Supplier shall be obligated to compensate for the resulting damages. The amount of damages shall be determined by the Client. The Supplier shall be entitled to provide substantiated evidence that the damages incurred are lower than the amount determined by the Client. Alternatively, the damages shall be set at 50% of the order volume of the Client's specific affected performance toward its customer.
4.4 An impairment of delivery capability shall also be deemed to exist if, in the case of contractually or technically interrelated services, only partial services are impaired, but the remaining services cannot fulfill their purpose without the impaired service.
5. Final Provisions
Should individual provisions of these General Terms and Conditions be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on their basis.
6. Place of Performance – Governing Law – Place of Jurisdiction
6.1 Unless otherwise stipulated in the concluded contract, the place of performance and payment shall be the registered office of the Contractor.
6.2 Concluded contracts shall be governed by the laws of the Swiss Confederation.
6.3 In the case of contracts with merchants, legal entities under public law, or special funds under public law, the exclusive place of jurisdiction shall be the court having jurisdiction over the registered office of the Contractor.