General Terms and Conditions
General Information
These are the General Terms and Conditions (GTC) and Terms of Use of Roger Basler de Roca (hereinafter referred to as the “Service Provider” or “RB”).
1. Applicability of the Terms and Conditions
These General Terms and Conditions apply to all orders placed with the service provider, unless otherwise specified in individual contracts. The client’s general terms and conditions shall not form part of the contract.
2. Presentations, materials, submitted documents, and information presented
Any use—including partial use—of the work and services (presentations, etc.) presented or provided by the Service Provider for the purpose of concluding a contract, whether or not they are protected by copyright, requires the prior consent of the Service Provider. This also applies to use in modified or edited form and to the use of the ideas underlying the service provider’s work and services, provided that these have not been reflected in the client’s previous activities. Acceptance of a presentation fee does not constitute consent to the use of the service provider’s work and services.
3. Cost Estimates and Placing Orders
3.1 As a general rule, cost estimates must be submitted to the client in written or electronic form prior to the commencement of any work that incurs costs, and such estimates must be approved by the client.
3.2 The service provider is entitled to perform the work assigned to it either on its own or by engaging third parties, with the exception of workshops and seminars.
4. Order Processing
4.1 The meeting minutes provided by the consulting firm are binding unless the client objects within three days of receipt.
4.2 Templates, files, and other work materials (in particular, negatives, models, original illustrations, etc.) that the consulting firm creates or has created in order to perform the services owed under the contract remain the property of the service provider. There is no obligation to surrender them. The service provider is not obligated to store them.
5. Terms of Payment
5.1 Agreed-upon prices are net prices, to which the applicable statutory value-added tax shall be added. Artists’ social security contributions, third-party costs, customs duties, or other, including
Any fees incurred retroactively will be billed directly to the client without a markup and with all supporting documentation provided.
5.2 Unless otherwise agreed, invoices issued by the service provider to the client are due immediately upon issuance and without any deductions.
5.3 For larger orders or those that extend over a longer period of time, the service provider is entitled to issue interim invoices or advance invoices.
5.4 Until all invoices related to the order have been paid in full, the service provider retains ownership of all documents provided and
Objects.
Rights to the service provider’s services—in particular, copyrights—are transferred to the client only upon full payment of all invoices related to the order.
6. Rights of Use
Unless otherwise agreed upon in individual cases, the service provider grants the client a non-exclusive, non-transferable, and perpetual right to use the work products created in the course of the consulting services for internal purposes.
7. Cooperation by the Client
If the client culpably fails to provide or delays providing the cooperation required of him, the service provider may demand the agreed-upon compensation for the consulting services not rendered as a result—after deducting any expenses saved and any compensation earned from substitute assignments during the period of delay—without being obligated to provide the services retroactively.
If the service provider nevertheless decides to provide the services, this shall be done only after the schedule has been appropriately adjusted. The same applies in the event that the client is in default of accepting the consulting services. RB’s claims for reimbursement of any additional expenses remain unaffected.
8. Fees
8.1 The fees for the consulting services provided by the service provider are calculated based on the time spent on preparatory work, on the day of the service, and afterward, including travel and, if applicable, lodging expenses, unless otherwise agreed upon in individual cases. The fees are based on the daily rates in effect upon receipt of the order or on an accepted quote from the service provider. However, if the date on which services are to be rendered is postponed to a date more than 4 months after receipt of the original order due to circumstances beyond RB’s control, if the daily rates have changed in the meantime, the remuneration to be paid shall be based on the daily rates then in effect.
8.2 Withholding of fees and set-off are permitted only if the Client’s claims have been acknowledged by RB or have been established by a final and binding judgment
are. In the event of late payment, Unternehmens-Architekt reserves the right to suspend its consulting services.
9. Warranty and Liability
9.1 The Service Provider shall not be liable to the Client for any losses or for the failure to achieve specific profit targets.
9.2 The service provider is liable for the destruction of data only in cases of gross negligence and only if the client has ensured that such data can be reconstructed with reasonable effort from data material provided in a machine-readable format.
9.3 In all other respects, the Service Provider shall be liable to the Client for damages only if and to the extent that such damages were caused by the Service Provider or its agents through gross negligence in the performance of the contractually agreed services or through a negligent breach of a material contractual obligation.
9.4 The service provider is insured by AXA Insurance against claims arising in connection with its activities, up to 2 million CHF per claim. Any damages shall therefore be limited to the amount of the insurance benefit.
9.5 In any event, damages shall be limited to those losses whose occurrence the service provider could have foreseen at the time the contract was concluded, based on the information available to the service provider at that time.
could reasonably have foreseen under the circumstances.
9.6 The foregoing limitations of liability do not apply to damages caused intentionally or to damages resulting from injury to life, body, or health.
10. Confidentiality, Non-Disclosure
10.1 The Service Provider shall treat all of the Client’s business transactions that come to its attention, as well as the Client’s internal matters in general, as strictly confidential, unless otherwise agreed upon in a separate contract signed by the contracting parties that is similar to an NDA or a confidentiality agreement.
10.2 Each party is obligated not to disclose to third parties or otherwise make available to third parties any information or documents of the other party that are expressly marked as confidential and to which it gains access in connection with the performance of this Agreement. Each party shall take the necessary precautions within its sphere of operations to ensure compliance with the foregoing obligation. These obligations shall apply to the extent and for as long as the aforementioned information or documents are demonstrably and generally known prior to the start of the project, without any action on the part of the party bound by the confidentiality obligation.
11. Data Backup
The Client shall ensure that the accounts and system accesses used by the Service Provider and its employees at the Client’s premises have read-only permissions, thereby reliably and permanently preventing even the possibility of accidental deletion of the Client’s data.
12. Jurisdiction, Governing Law
12.1 If the Client is a sole proprietorship, a legal entity under public law, or a special fund under public law, the exclusive venue for all disputes arising from this contract shall be the Service Provider’s place of business. The place of performance is Winterthur. The same applies if the Client does not have a general place of jurisdiction in Switzerland or if the Client’s domicile or habitual residence is unknown at the time the action is filed.
It is agreed that the place of jurisdiction shall be Zurich
13. Severability Clause
12.1 If the Client is a sole proprietorship, a legal entity under public law, or a special fund under public law, the exclusive venue for all disputes arising from this contract shall be the registered office of the
If any provision is or becomes invalid, in whole or in part, this shall not affect the validity of the remaining provisions.
As of: 2026 and beyond