GTC
1. general terms and conditions
The following General Terms and Conditions ("GTC") apply to all orders and agreements concluded between a client and Virtual Accountant GmbH ("Contractor") for the provision of services. The GTC form an integral part of all offers, orders and contracts between the Client and the Contractor.
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2. Entry into force of individual contracts
Orders placed with the contractor require written confirmation or a signed order contract in order to be legally effective. The offers are non-binding estimates. Unless otherwise stated in writing, the hourly rate offers of the Contractor shall remain binding for a period of 30 days and shall become legally valid upon acceptance by the Client.
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3. Remuneration
1. Fees
The remuneration to be paid by the client for the services rendered by the contractor shall be based on the type and amount stated in the contract. Any increase in the hourly rate shall be notified electronically in writing at least 30 days before it comes into effect.
2. Incidental expenses
Ancillary services charged in connection with the service, such as license fees, expenses, material outlays, etc., shall be shown separately.
3. advance payment
An advance payment in the amount of a presumed average monthly invoice may be requested as security.
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4. Invoice
Unless otherwise agreed, the Contractor shall invoice the Customer for the Services on a monthly basis, at the end of each month. Changes in the process of invoicing are reserved after informing the Client at least 30 days in advance. Additional costs are usually charged immediately, but at the latest with the monthly invoice. Invoices and any reminders are sent electronically. The invoices contain all information and documents necessary for verification, such as service period, scope of services, etc., as well as the respective contact persons.
1. Terms of payment
Invoices are payable within 10 days. Different conditions are possible according to additional agreement.
2. Default of payment
After expiry of an unfulfilled payment deadline of 10 days after invoicing, one or more payment reminders may be sent as a gesture of goodwill. Ongoing services to the client may be discontinued immediately after default of payment. In addition, statutory default interest of 5% on the outstanding gross amount shall be due from the date of default. If no payment is made within the specified period, debt collection proceedings will be initiated.
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5. Service provision
1. Duty to provide information
The Contractor shall allow the Customer to inspect the status of the services rendered at any time upon the Customer's request during normal business hours and after prior notification and shall provide the necessary information.
2. Duty to cooperate
The Customer is obliged to provide the Contractor in due time with all information, documentation materials and guidelines required for the understanding and correct execution of the project by the agreed start date. The Customer is obliged to provide all necessary and possible support from its own resources without charging. Any delay in the provision of information by the client will lead to a delay in the fulfillment of the order. The Customer shall be liable for any costs incurred in connection with the delay in the performance of the order caused by the Customer. The Customer shall inform the Contractor without special request of all documents and circumstances that may be of importance for the understanding of the project and the execution of the order. In case of any delay of the project by the Client, Virtual Accountant Ltd. is entitled to invoice the work done, at the latest 3 months after the agreed completion of the project.
3. Confidentiality
All data and documents provided by the Customer to the Contractor remain the property of the Customer. Ownership and copyright of the services rendered shall pass to the Client after full payment of the invoices. Deviating conditions are possible according to additional agreement. The Contractor shall take all necessary measures to protect the data and documents entrusted to it against exploitation by unauthorized persons and against loss.
4. Work
The Contractor shall be free to determine his place of work, the division of his working hours and the arrangement of his work schedule, unless restrictions arise from the order accepted. The Contractor may engage third parties for the fulfillment of his order.
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6. Warranty
1. Duty of care
The Contractor undertakes to perform the contractual services with due diligence, observing and complying with the latest state of science and technology and with existing expertise and expertise acquired during the term of this contract.
2. Liability
The Contractor shall only be liable for damages caused by gross negligence or wilful misconduct on the part of the Client. The Contractor shall in no case be liable for consequential damages incurred. The Contractor shall not be liable if it is prevented from performing contractual services in a timely or proper manner for reasons for which it is not responsible. The contractor is not liable for the content created by the client in Virtual Accountant GmbH.
3. Data protection
The Contractor undertakes to maintain data secrecy in accordance with the current Data Protection Act.
The Customer allows the Contractor to execute the order with the help of third party software. As well as to access the data from abroad.
4. Defects
The client is obliged to report defects to the contractor in writing electronically or by post within 30 days after the service has been provided. If the defects are justified, the Contractor shall remedy them within a reasonable period of time without any additional charge.
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7. Copyright and ownership
1. Copyright
All rights, in particular copyrights to documents which are produced by the contractor within the scope of his contractual relationship and/or in the production of which he cooperates, shall be exclusively vested in the client after settlement of all claims. Deviating conditions are possible according to an additional agreement.
2. Ownership
The work results as well as the associated documents shall be the property of the client upon their creation in the respective state of processing. The client has the exclusive right to use the work results as he wishes, to have them used and to grant third parties any rights of use to the work results.
3. Rights of third parties
The Contractor acknowledges the intellectual property rights of third parties (including property and intellectual property rights) and shall do everything in its power to protect the Client from claims of third parties.
The Customer may use the methods, procedures and tools developed by the Contractor and used in the order only for the order placed and for its own purposes and may not pass them on to third parties or use them in any other way. The copyright for methods, procedures and tools developed by the Contractor and used in the order shall remain with the Contractor.
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8. Enticement
The employment or use of services in any form of employees of the other contracting party during the term of the contract and within one year after termination of the contract may only take place with mutual written consent.
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9. Obligation to maintain secrecy
The parties undertake to keep confidential all secrets of the other party, in particular business and trade secrets, which are entrusted to them or otherwise become known to them within the scope of an order, and neither to exploit them nor to disclose them to third parties. This obligation to maintain secrecy shall also apply for the time after termination of the cooperation with the Client.
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10. Termination
Except for termination untimely, both parties have the right to terminate the contractual relationship at any time and without notice.
If the contractual relationship is terminated prematurely, the Customer shall reimburse the Contractor for the costs incurred up to the termination of the contract. There shall be no further claims for performance or damages.
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11. Final provisions
The contractor is entitled in justified cases to change the GTC at any time. Changes will be published online and can be viewed by the customer at any time. Without written objection within 60 days of publication, the changes are considered approved. In case of objection, the client is free to cancel the order. In the absence of an express agreement to the contrary between the parties in an order, these GTC shall apply. For all matters not expressly regulated in this agreement, the provisions of the Swiss Code of Obligations shall apply. The contract is subject to Swiss law. The place of jurisdiction is Zurich, Switzerland.