General Terms and Conditions
1. Scope of Application
These General Terms and Conditions ("GTC") of Profinder GmbH ("Profinder") apply to all contractual relationships between Profinder and its clients. By using Profinder's services, all conditions contained in these GTC are deemed accepted by the client. Deviating terms or third-party GTC are excluded and only apply with the express written consent of Profinder.
Profinder reserves the right to adapt and amend these GTC at any time. The version applicable at the time services are used is authoritative and can be accessed at https://profinder.ch/agb.
2. Formation of the Contract
Profinder's offer is aimed at natural and legal persons domiciled in Switzerland and Liechtenstein. Profinder is entitled, without prior notice, to supplement, adapt or discontinue its services at any time.
All services offered by Profinder do not constitute a binding offer. A legally valid contract between Profinder and the client is only formed upon conclusion of a fiduciary agreement or signing of a brokerage agreement. Only the terms set out in the fiduciary agreement and/or brokerage agreement of Profinder and these GTC constitute the content of the contract.
3. Basis and Power of Attorney
All services are provided by Profinder employees. Profinder is entitled to engage suitable third parties to provide services. Unless deadlines are expressly agreed as binding commitments, they are considered general targets. Statements, tax returns and similar documents are only binding once they bear a legally valid signature.
Profinder is engaged and authorized to represent the client in dealings with authorities and private parties and to take the necessary steps on the client's behalf. The client grants Profinder a separate power of attorney for this purpose, which identifies Profinder as an authorized representative vis-à-vis third parties.
4. Client's Duties to Cooperate
The client is obliged to create the organizational and physical conditions and to provide all necessary information and documents so that the agreed services can be provided by Profinder. Profinder may assume that the documents and information provided are accurate and complete. Profinder does not verify the accuracy or legality of the documents and information provided.
If the client fails to fulfil these duties to cooperate, does so incorrectly or late, or is in default, Profinder shall not be liable for any resulting damage and may choose either to terminate the contractual relationship with the client immediately and without refund of the flat fee, or to nevertheless provide the agreed services and additionally invoice the expenses incurred as a result of the breach of the duty to cooperate.
5. Exchange of Information
The parties may use electronic solutions (email, cloud services, electronic platforms, etc.) for communication and the handling of services. The client is aware that when using such solutions and during electronic transmission and storage, data may be intercepted, destroyed, manipulated or delayed.
It is therefore the client's sole responsibility to take appropriate precautions to ensure error-free transmission, receipt and storage. If Profinder transmits data to third parties on behalf of the client, the client remains solely responsible for the content of such data.
Profinder takes appropriate precautions to protect against loss and theft of client data and ensures that client data is located in Switzerland or in a secure third country.
6. Intellectual Property / Proprietary Rights
Unless expressly agreed otherwise, all copyright and usage rights to all documents, know-how and other work products ("work products") created by Profinder remain exclusively with Profinder. The client may only use the work products within the scope of the existing contractual agreement. Profinder grants the client an unlimited, non-transferable right of use to the work products for its own use. Any use of the work products not foreseen or not previously agreed requires the prior written consent of Profinder.
7. Confidentiality
Profinder is obliged to maintain absolute confidentiality regarding all confidential information within the scope of the client relationship. This does not apply to the disclosure of confidential information within the scope of the power of attorney issued by the client, or pursuant to a court or official order. The obligation of confidentiality continues beyond the termination of the contractual relationship with the client.
8. Termination Provisions / Entitlement to Services
The notice periods mentioned in the fiduciary agreement and/or brokerage agreement apply. Otherwise, the contractual relationship may be terminated in writing by either party at any time, subject to a notice period of 3 months.
In the event of a breach of contract by the client or a violation of these GTC, the fiduciary agreement or the brokerage agreement, in particular non-payment of due claims despite a written reminder, Profinder is entitled to withdraw from the contract immediately and terminate the contractual relationship without notice. A refund by Profinder of flat fees already paid is excluded.
In general, the annual flat fee for service packages entitles the client to receive the corresponding services within 12 months. If the services are not used, or not fully used, by the client within 12 months, the entitlement lapses and a new service package must be concluded.
9. Fees, Invoicing and Payment Terms
Unless expressly agreed otherwise, fees are based on an hourly rate of CHF 350.00 excl. VAT and are calculated according to actual time spent.
Necessary or client-requested subsequent changes to the scope of services lead to an appropriate adjustment of the fee. Documented third-party costs and fees related to the provision of services will be additionally invoiced to the client.
The brokering of a product in connection with the services offered between a Profinder cooperation partner and the client may result in one-time and/or recurring acquisition or servicing commissions. If compensation from a brokerage and/or a servicing mandate is paid out and this exceeds Profinder's fee claim against the client, the client may choose to assign all compensation in full to Profinder. By assigning the compensation to Profinder, the client simultaneously transfers the associated obligations and liabilities. This decision is binding and cannot be revised.
In the event of premature termination of a product brokered by Profinder, where the client fails to transfer the compensation claims to Profinder, Profinder undertakes towards the client to only assert cost claims on a pro-rata basis that are brought to Profinder by the cooperation partner with justification. If the fee costs for the effort incurred in this context have not already been invoiced, they will subsequently be invoiced to the client in full due to non-compliance with the agreement.
All invoices issued by Profinder to the client are due for payment within 14 days of receipt and must be paid by bank transfer to the bank details stated on the invoice. Profinder is entitled to request advance payment without stating reasons.
In the event of non-payment of previous invoices, Profinder reserves the right to suspend further services to the client until all outstanding amounts have been paid. Additional costs such as reminder and collection fees, as well as interest, are fully borne by the client.
10. Liability
The liability of Profinder and its employees towards clients and third parties is limited to cases of intent and gross negligence. This also includes the exclusion of liability for auxiliary persons and force majeure. To the extent permitted by law, the amount of liability is limited to the value of the corresponding service to which the client's claim relates. Liability for slight negligence, loss of profit or consequential damages is excluded. If the client is partly responsible for the damage incurred, Profinder is released from liability.
11. Data Protection
With regard to compliance with data protection provisions, please refer to Profinder's separate privacy policy, available at profinder.ch/dsg.
12. Severability Clause
Should parts of these GTC prove to be unenforceable or invalid for any reason, the validity of the remaining provisions shall not be affected.
13. Applicable Law and Jurisdiction
The contractual relationship between Profinder and the client is exclusively governed by Swiss law, excluding conflict-of-law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes is Profinder's registered office.