General Terms and Conditions (GTC)
1. Scope and applicability
1.1
These General Terms and Conditions (“GTC”) govern all contractual relationships between Halderstone and its clients (“Client”) relating to advisory services, training courses, educational programs, workshops, and any related services or deliverables (collectively, the “Services”), unless explicitly agreed otherwise in writing.
1.2
The GTC form an integral part of all offers, proposals, order confirmations, service agreements, and contracts concluded between Halderstone and the Client. By accepting an offer, placing an order, booking a training, or otherwise engaging Halderstone’s Services, the Client confirms acceptance of these GTC.
1.3
Individual agreements, statements of work, course descriptions, or written contractual arrangements concluded between Halderstone and the Client shall prevail over these GTC to the extent of any explicit inconsistency. Deviations from these GTC are valid only if expressly agreed in writing.
1.4
Any general terms and conditions of the Client shall not apply, even if Halderstone does not expressly object to them. Such terms shall apply only if Halderstone has explicitly accepted them in writing.
1.5
These GTC apply to contractual relationships with both business clients and private individuals. Where the Client qualifies as a consumer within the meaning of applicable mandatory consumer protection law, such mandatory provisions shall remain unaffected.
1.6
Halderstone reserves the right to amend these GTC at any time. The version valid at the time of conclusion of the contract shall apply, unless a later version is explicitly declared applicable by Halderstone and accepted by the Client.
2. Definitions
For the purposes of these General Terms and Conditions (“GTC”), the following terms shall have the meanings set out below:
2.1
Client: Any natural person or legal entity that enters into a contractual relationship with Halderstone for the provision of Services.
2.2
Halderstone: The business name and brand under which Langer & Co, a company organised under the laws of Switzerland, provides the Services. Where these GTC or any contract refer to “Halderstone”, such reference shall be understood as a reference to Langer & Co as the legal contracting party.
2.3
Services: All advisory services, training courses, educational programs, workshops, and related services provided by Halderstone, as specified in individual agreements, course descriptions, offers, or order confirmations.
2.4
Training: Any training course, module, track, workshop, seminar, or educational program offered by Halderstone, whether delivered in person, online, or in a hybrid format.
2.5
Advisory Services: Professional consulting, advisory, or support services provided by Halderstone, including but not limited to strategy, governance, management systems, compliance, risk management, and related topics.
2.6
Materials: All documents, presentations, training materials, methodologies, templates, tools, recordings, and other content provided or made available by Halderstone in connection with the Services, irrespective of the form or medium.
2.7
Contract: Any legally binding agreement between Halderstone and the Client concerning the provision of Services, including these GTC, offers, order confirmations, statements of work, course descriptions, and any expressly agreed amendments.
2.8
Written Form: Form requiring a declaration to be made in writing or in another form evidencing text, including email, unless a stricter form requirement is explicitly agreed.
3. Conclusion of contract
3.1
Offers, proposals, course descriptions, and price information issued by Halderstone are non-binding unless expressly designated as binding.
3.2
A contract is concluded upon written confirmation by Halderstone, acceptance of an offer by the Client, booking of a Training via the website or other booking channels, or commencement of the provision of Services by Halderstone, whichever occurs first.
3.3
Online bookings for Training are binding upon completion of the booking process and confirmation by Halderstone. Halderstone reserves the right to reject bookings without stating reasons.
3.4
Oral agreements, side agreements, or amendments are valid only if confirmed by Halderstone in written form.
3.5
In the case of advisory services, the scope, duration, and remuneration of the Services shall be defined in the relevant offer, statement of work, or individual agreement.
3.6
In the case of Training, the applicable course description, schedule, participation conditions, and fees in effect at the time of booking shall apply.
3.7
If the Client books Services on behalf of a third party or an organisation, the Client warrants that it is authorised to do so and remains fully liable for all obligations arising from the contract.
4. Scope of services
4.1
Halderstone provides the Services as agreed with the Client in individual contracts, offers, statements of work, course descriptions, or order confirmations. The specific content, scope, duration, and form of delivery of the Services are determined exclusively by such individual agreements.
4.2
Halderstone shall perform the Services with due care and in accordance with generally recognised professional standards. Unless expressly agreed otherwise in writing, Halderstone does not owe any specific result or success, but a best-effort obligation.
4.3
Halderstone is entitled to determine the methodology, tools, and personnel used to provide the Services, provided that this does not materially impair the agreed scope of Services.
4.4
Halderstone may make reasonable changes to the content, structure, or delivery of Training, in particular for didactic, organisational, or technical reasons, provided that the overall character and objectives of the Training are preserved.
4.5
Information, recommendations, and assessments provided by Halderstone are based on the information made available by the Client and on the circumstances known at the time of service delivery. Halderstone assumes no responsibility for decisions taken or actions implemented by the Client on the basis of such information.
4.6
Unless expressly agreed otherwise, the Services do not include legal, tax, or regulatory representation, nor do they replace individual professional advice in such matters.
5. Client obligations
5.1
The Client shall provide Halderstone with all information, documents, and inputs required for the proper performance of the Services in a timely, complete, and accurate manner.
5.2
The Client shall ensure appropriate cooperation and coordination, in particular by designating qualified contact persons and decision-makers where necessary.
5.3
The Client warrants that all information provided to Halderstone is correct and that it is entitled to disclose such information and materials for the purpose of performing the Services.
5.4
If the Client fails to fulfil its cooperation obligations or provides incomplete or incorrect information, Halderstone shall not be responsible for resulting delays, limitations, or deficiencies in the Services. Any additional effort or costs incurred by Halderstone as a result may be charged separately.
5.5
In the case of Training, the Client or participant shall comply with the applicable participation rules, instructions, and organisational requirements communicated by Halderstone.
5.6
The Client is responsible for ensuring that technical, organisational, and personal prerequisites required for participation in online or hybrid Training formats are met.
6. Fees and payment terms
6.1
Fees for the Services are based on the prices agreed in the relevant offer, contract, statement of work, course description, or order confirmation. Unless expressly stated otherwise, all fees are quoted in Swiss francs (CHF) and exclusive of value-added tax (VAT).
6.2
Invoices are payable within 30 days from the invoice date without deduction, unless a different payment term is expressly agreed in writing.
6.3
In the case of Training booked via the website or other booking channels, Halderstone may require payment in advance. Participation in Training may be conditional upon full payment of the applicable fees.
6.4
If the Client is in default of payment, Halderstone is entitled to charge default interest at the statutory rate under Swiss law. Halderstone may also charge reasonable reminder fees and recover costs incurred in connection with debt collection.
6.5
The Client is not entitled to offset or withhold payments unless its counterclaims are undisputed or have been finally adjudicated.
6.6
Any objections to invoices must be raised in writing within 10 days of receipt. Otherwise, the invoice shall be deemed approved.
7. Training and courses
7.1
Training courses, modules, tracks, workshops, and educational programs (“Training”) are provided in accordance with the applicable course descriptions, schedules, and participation conditions in effect at the time of booking.
7.2
Halderstone reserves the right to make reasonable changes to the Training program, including adjustments to content, structure, instructors, location, schedule, or delivery format, provided that the overall character and learning objectives of the Training are preserved.
7.3
Halderstone may set minimum and maximum numbers of participants for Training. If the minimum number of participants is not reached, Halderstone may cancel or reschedule the Training. In such case, any fees already paid shall be refunded or credited, at the Client’s choice, unless otherwise agreed
7.4
Halderstone may, for objective reasons, substitute instructors or trainers with persons of equivalent qualification.
7.5
Participation in Training may be refused or excluded if the applicable fees have not been paid in full or if participants fail to comply with participation rules or instructions.
7.6
Depending on the Training format, Halderstone may issue confirmations of attendance, certificates of completion, or diplomas.
Confirmations of attendance confirm attendance only. Certificates of completion or diplomas may be issued for Training programs or tracks that include defined assessment elements, such as examinations or capstone projects, and confirm successful completion based on the applicable evaluation criteria.
Unless expressly stated otherwise, any confirmations, certificates, or diplomas issued attest achievement or participation within the respective Halderstone program only and do not constitute a state-recognised qualification nor guarantee regulatory, professional, or third-party accreditation.
8. Cancellation, rescheduling, and withdrawal
8.1
In the case of advisory services, the Client may cancel the contract in writing at any time. Services performed up to the effective date of cancellation shall be remunerated in accordance with the agreed fees. Any costs or expenses incurred up to that date shall be reimbursed.
8.2
Cancellations of Training bookings must be made in writing. Unless otherwise stated in the applicable course description or booking confirmation, the following cancellation fees apply:
cancellation up to 30 days before the start of the Training: no fee
cancellation 29 to 15 days before the start of the Training: 50% of the Training fee
cancellation 14 days or less before the start of the Training or non-attendance: 100% of the Training fee
Substitute participants may be nominated at no additional cost, provided they meet any applicable participation requirements.
8.3
Halderstone may cancel or reschedule Training for objective reasons, in particular in the event of insufficient participant numbers, illness of instructors, or force majeure. In such cases, any fees already paid shall be refunded or credited. Further claims are excluded.
8.4
Either party may withdraw from the contract with immediate effect for important reason. An important reason exists in particular if the other party materially breaches the contract and fails to remedy such breach within a reasonable period.
8.5
Mandatory statutory withdrawal rights applicable to consumers remain unaffected.
9. Intellectual property and usage rights
9.1
All intellectual property rights, including copyrights and related rights, in and to the Services and the Materials remain with Halderstone or its licensors, unless expressly agreed otherwise in writing.
9.2
The Client is granted a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Materials solely for the Client’s own internal purposes and only in connection with the Services for which the Materials were provided.
9.3
The Materials may not be reproduced, distributed, modified, translated, recorded, publicly made available, or otherwise exploited, in whole or in part, without the prior written consent of Halderstone, except as expressly permitted under mandatory applicable law.
9.4
In the case of Training, the right to use the Materials is limited to the registered participant. Access credentials, if any, may not be shared or transferred.
9.5
Halderstone retains the unrestricted right to use, develop, and further exploit its general knowledge, experience, methods, and know-how acquired in the course of providing the Services, provided that no confidential information of the Client is disclosed.
9.6
Any intellectual property created specifically for the Client in the course of advisory services shall be governed by the terms of the individual agreement. In the absence of an express written agreement, all rights remain with Halderstone.
10. Confidentiality
10.1
The parties undertake to treat as confidential all information disclosed by the other party in connection with the Services that is designated as confidential or that is recognisably confidential by its nature (“Confidential Information”).
10.2
Confidential Information may be used solely for the purpose of performing the contract and may not be disclosed to third parties without the prior written consent of the disclosing party, unless such disclosure is required for the proper performance of the Services.
10.3
The confidentiality obligation does not apply to information that:
(a) was lawfully known to the receiving party prior to disclosure;
(b) is or becomes publicly available without breach of contract;
(c) is lawfully obtained from a third party without confidentiality obligation; or
(d) must be disclosed due to statutory obligations or orders of competent authorities.
10.4
Halderstone may disclose Confidential Information to third parties involved in the provision of the Services, provided that such parties are subject to appropriate confidentiality obligations.
10.5
The confidentiality obligations shall remain in effect beyond the termination of the contract for a period of five (5) years, unless mandatory law requires a longer duration.
11. Data protection
11.1
Halderstone processes personal data in accordance with applicable Swiss data protection law, in particular the revised Swiss Federal Act on Data Protection (revDSG), and any other applicable data protection regulations.
11.2
Personal data is processed solely for the purpose of performing the contract, providing the Services, complying with legal obligations, and for related administrative and communication purposes.
11.3
Halderstone may engage third parties to process personal data on its behalf, provided that such third parties are contractually bound to comply with applicable data protection requirements.
11.4
Information on the processing of personal data in connection with contractual relationships, Training, and the provision of Services is provided to the Client or data subjects at or before the time such personal data is collected, in accordance with applicable data protection law.
12. Liability
12.1
Halderstone is liable for damages caused by intent or gross negligence in accordance with applicable law.
12.2
In cases of slight negligence, Halderstone’s liability is limited to breaches of essential contractual obligations. Essential contractual obligations are those obligations whose fulfilment is a prerequisite for the proper performance of the contract and on whose compliance the Client may regularly rely.
12.3
In cases of liability under Clause 12.2, Halderstone’s liability is limited to the foreseeable, contract-typical damage. In any event, Halderstone’s total liability shall be limited to the fees paid by the Client for the Services giving rise to the claim.
12.4
Liability for indirect damages and consequential damages, including loss of profit, loss of data, business interruption, or reputational damage, is excluded to the extent permitted by applicable law.
12.5
Nothing in these GTC shall exclude or limit liability where such exclusion or limitation is not permitted under mandatory Swiss law, in particular liability for intent or gross negligence.
13. Liability of the client and indemnification
13.1
The Client is liable for damages caused to Halderstone by intent or negligence in accordance with applicable law.
13.2
The Client shall indemnify and hold Halderstone harmless from and against any third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) a breach of these GTC or the contract by the Client;
(b) the use of the Services or Materials by the Client in violation of applicable law or third-party rights; or
(c) information, materials, or instructions provided by the Client.
13.3
The Client is responsible for the conduct of its participants, employees, or other persons attending Training on its behalf and for any damage caused by such persons.
14. Warranty disclaimer
14.1
Halderstone provides the Services with due professional care and in accordance with generally recognised standards. Except as expressly agreed in writing, no warranties or guarantees of any kind are given.
14.2
In particular, Halderstone does not warrant that the Services, Training, Materials, or any recommendations will achieve a specific outcome, commercial success, regulatory approval, or suitability for a particular purpose.
14.3
The Client acknowledges that advisory services and Training are based on the information available at the time of service delivery and on assumptions that may change. Halderstone does not warrant the completeness, accuracy, or continued validity of such information beyond the time of delivery.
14.4
To the extent permitted by applicable law, all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, are excluded.
15. Insurance
15.1
Halderstone maintains appropriate insurance coverage customary for the type and scope of the Services provided.
15.2
Upon reasonable request, Halderstone may provide the Client with confirmation of the existence of such insurance coverage
16. Subcontracting and use of third parties
16.1
Halderstone is entitled to engage qualified third parties or subcontractors to perform all or part of the Services.
16.2
Halderstone remains responsible for the proper performance of the Services in accordance with the contract, irrespective of the involvement of third parties or subcontractors.
16.3
The engagement of third parties does not create any contractual relationship between the Client and such third parties.
17. Assignment
17.1
The Client may not assign or transfer any rights or obligations arising from the contract without the prior written consent of Halderstone.
17.2
Halderstone is entitled to assign or transfer the contract, in whole or in part, to an affiliated company or a legal successor, in particular in the event of a restructuring, transfer of business, or change of ownership, without the consent of the Client.
17.3
Any assignment or transfer in violation of this Section shall be null and void.
18. Term and termination
18.1
The contract enters into force upon its conclusion in accordance with Section 3 and shall remain in effect until the Services have been fully performed, unless terminated earlier in accordance with the contract or these GTC.
18.2
Contracts for advisory services may be terminated by either party with immediate effect for important reason. The right to terminate for important reason pursuant to Section 8.4 remains reserved.
18.3
Termination or expiry of the contract does not affect provisions which by their nature are intended to survive termination, in particular provisions on fees, intellectual property, confidentiality, liability, data protection, and governing law.
19. Amendmends
19.1
Amendments or supplements to these GTC or to individual contracts must be made in written form to be valid.
19.2
This also applies to any waiver of the written form requirement.
20. Governing law and jurisdiction
20.1
These GTC and all contractual relationships between Halderstone and the Client are governed by substantive Swiss law, excluding its conflict-of-law provisions.
20.2
The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC or the contractual relationship shall be the registered seat of Langer & Co, Switzerland, unless mandatory law provides otherwise.
21. Severability
21.1
If any provision of these GTC is or becomes invalid, unlawful, or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected.
21.2
The invalid, unlawful, or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic intent of the original provision.
