Terms & Condition
Aspireon AG
Scope and Formation of Contracts
​These Terms and Conditions apply to the provision of services by Aspireon AG in Baar. Hereinafter, the contracting parties are referred to individually as "Aspireon" and "Client" and collectively as "the Parties". Unless otherwise agreed in writing, Aspireon provides services exclusively on the basis of the respective offer or contract (hereinafter: "Individual Contract") in conjunction with these Terms and Conditions. The Client's general terms and conditions do not apply, even if the Client refers to them in a standard order form or otherwise in connection with an order and/or Aspireon does not expressly object to them. In the event of contradictions between these Terms and Conditions and the Individual Contract, and insofar as the Individual Contract specifies the Terms and Conditions, the Individual Contract shall prevail.
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Scope and Performance of Services
Aspireon provides the services specified in the Individual Contract under the assumptions and conditions set out therein. The scope of services is derived from the respective binding service description. Aspireon uses its own employees to perform services.
For Executive Coaching services (individual and team coaching), it should be noted that coaching is not therapy, psychological or medical treatment. Coaching is likewise not legal or financial advice. The focus of
coaching is on professional development and strengthening leadership effectiveness. The Client is fully
responsible for their own decisions and actions.
Aspireon is furthermore entitled to subcontract the performance of services without having to obtain the Client's consent in individual cases. Service dates and deadlines are only binding if they have been designated as binding in the Individual Contract.
If the Client notifies Aspireon in writing of requests for changes and additions to the contractually agreed services, Aspireon will review these for feasibility, the time required and any additional costs that may arise. The Client shall remunerate the effort for this review according to the daily rates agreed in the Individual
Contract. A change to the originally agreed service ("change request") requires a written agreement. Until a
change request is agreed, Aspireon is entitled and obliged to provide the originally agreed services.
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​Client Obligations – Cooperation Duties
The Client assumes as an essential contractual obligation to support Aspireon in the performance of services to the best of their ability. For this purpose, the Client shall provide free of charge and in a timely manner all means, information and documents necessary for the successful provision of the service, as well as adequate
infrastructure, including office space, IT and communication facilities. Furthermore, the Client is obliged to provide all cooperation duties specified in the Individual Contract on time and in accordance with the agreement.
For Executive Coaching services, the Client commits to active participation in coaching sessions. This includes
openness and honesty in the coaching relationship as well as willingness to implement agreed actions between sessions. The success of coaching depends substantially on the Client's engagement and willingness to implement.
If the Client fails to fulfil one of their cooperation duties in accordance with the agreement or on time, and as a result deadlines cannot be met according to the previous schedule, the corresponding deadline agreements shall lose their validity. In this case, the Parties are obliged to agree on new service dates, taking into account Aspireon's resource planning. The Client is obliged to compensate for additional expenditure incurred by Aspireon as a result of the breach of cooperation duties.
Aspireon will request the Client in writing and with the setting of a reasonable deadline to make up for or remedy the cooperation duty. If this deadline passes unsuccessfully, Aspireon is entitled to terminate the Individual Contract without observing a notice period, provided Aspireon has previously threatened this in writing. The assertion of further rights remains unaffected by the above provisions.
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Third-Party Products – Handover and Acceptance of Services
Part of Aspireon's services may include supporting the Client in the procurement of hardware, software and
other products ("Third-Party Products"). Unless expressly agreed otherwise, the Client will licence or acquire
these Third-Party Products directly from the manufacturer or reseller. The reseller may also be a company
affiliated with Aspireon.
The selection of the Third-Party Product and its acquisition are the sole responsibility of the Client, unless this
is expressly agreed otherwise in the Individual Contract with Aspireon. Aspireon assumes no warranty or
guarantees for these Third-Party Products. Aspireon and its subcontractors reserve the right to claim additional
benefits in this context, in particular commissions, discounts or other similar benefits. This applies regardless of
whether the Client acquires these Third-Party Products directly, indirectly through Aspireon as a reseller or
otherwise from third parties. The granting or claiming of these benefits does not constitute a conflict of interest.
Training, consulting, support, service and software maintenance services do not require acceptance. They are
deemed to have been provided upon completion.
Executive Coaching services (individual and team coaching) do not require formal acceptance. Coaching
sessions are deemed to have been provided upon their completion. Any documentation serves as a record of the sessions and does not constitute work results requiring acceptance.
Documents (in particular concepts, specifications and presentations) are handed over to the Client for review of their contractual conformity. The Client shall notify Aspireon within a period of 10 working days of any need
for improvement, where necessary. Aspireon will incorporate changes within the scope of justified improvementsuggestions within a reasonable period of at least 10 working days. The correspondingly revised documents shall then be deemed to have been created in accordance with the contract upon handover.
The Client will review work contract services and services subject to sales law to ensure that they have the
contractually agreed characteristics under the agreed assumptions and conditions and, provided there are only immaterial deviations from the agreed characteristics, declare acceptance of the services. Aspireon is entitled to demand partial acceptances for self-contained partial services according to work progress and is authorised to be present at the Client's acceptance test.
Unless otherwise agreed in writing, the review period for work contract services is 3 weeks from receipt of
notification of the provision of the services by Aspireon. The services are deemed to have been accepted after
expiry of the review period, unless the Client objects to the services during the review period by specific written
notification and description of the defects and their occurrence as essentially not in conformity with the
contract. The commercial use of the service is equivalent to acceptance, unless the commercial use of the
service is carried out for reasons of damage mitigation by the Client. For services subject to sales law, the Client
is obliged to inspect and give notice of defects without delay.
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Remuneration
All prices are exclusive of the applicable statutory value added tax and all other applicable taxes and public
charges. Invoices are due 10 calendar days after invoicing without deduction. For Executive Coaching services, a cancellation period of 48 hours (2 working days) prior to the agreed session date applies. Weekends and public holidays are not counted in the calculation of the cancellation period. In the event of cancellations with less than 48 hours' notice (2 working days) or non-attendance by the Client, the session is deemed to have taken place and must be fully remunerated. Each booked session may be rescheduled once free of charge with timely notice.
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It is the Client's responsibility to observe the import and export regulations applicable to deliveries or services.
In the case of cross-border delivery or service, the Client shall bear any customs duties, fees and other charges.
The Client is obliged to handle legal or official procedures in connection with cross-border deliveries or services
independently, unless the Parties have agreed otherwise in writing.
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Liability
The services are provided with the due care customary in the industry. Minor deviations do not constitute a
defect and do not give rise to warranty claims. For services requiring acceptance, they are provided in
accordance with the contract if they are substantially free of defects that impair their suitability for contractual
or usual use or reduce their value more than insignificantly.
Aspireon's liability is expressly governed by the following provisions:
Aspireon is only liable for intent and gross negligence. Liability for slight negligence is excluded.
Liability for indirect damage, consequential damage and lost profits is expressly excluded for intent and gross
negligence.
The Client is responsible for the regular backup of their data. Aspireon is only liable for costs for the
reconstruction of lost data if the Client has demonstrably not caused the data loss and demonstrably could not
have prevented it through appropriate and reasonable backup measures.
In the event of defects, Aspireon is entitled to subsequent performance, whereby the Client grants Aspireon at
least two attempts to remedy the defect or to provide a replacement. For services requiring acceptance, Aspireon is liable for defects which existed at the time of acceptance, are repeatedly identified in writing by the Client within 12 months of acceptance and whose identification was not possible during the acceptance review despite customary and reasonable care. Warranty claims are limited to subsequent performance. If subsequent performance fails after 2 attempts, the Client is entitled to reduction of the remuneration.
The right to rescission and the right to claim damages are excluded.
For delivered products that are not created individually for the Client ("standard products"), the statutory
provisions apply, whereby the maximum liability is limited to the amount of the order volume.
For all other services, in particular training, consulting, support, service and software maintenance services, the
statutory provisions apply with the exclusion of warranty. Aspireon's services are owed solely as an obligation
to perform work.
Liability for the violation of life, limb or health and mandatory statutory liability (e.g. under the Product
Liability Act) remain unaffected. The Client's claims for damages lapse one year after the statutory commencement of the limitation period in accordance with Art. 60 para. 1 of the Swiss Code of Obligations.
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Intellectual Property Rights
Insofar as contractually agreed, Aspireon grants the Client a simple, non-exclusive, non-transferable and non-
sublicensable right of use for the delivered results and work products. This right of use is temporally unlimited
and geographically limited to Switzerland and is limited in content to the contractual purpose of use. In the
absence of a contractual agreement on the purpose of use, the content limitation corresponds to the business
purpose that was demonstrably the subject of the cooperation between Aspireon and the Client.
Aspireon is always entitled to use for own purposes all experiences, methods, knowledge, insights and results
that arise in connection with an order, as well as generalisations thereof and developments based thereon
("know-how"), even beyond the term of the Individual Contract and to make them available to third parties.
This includes in particular the creation and use of framework contracts, reusable modules, libraries and other
tools. The transfer of the rights of use for all other objects is excluded in the absence of a specific agreement to the contrary.
Aspireon is entitled to reproduce or have reproduced and archived the transferred intellectual property rights in the course of business operations (in particular for security purposes, quality assurance and training of its
employees and for proof in the event of legal disputes). The Client has no objection to this. For all objects for which exclusive rights of use are contractually granted, Aspireon is entitled to an option for purchase of a simple, non-exclusive and non-transferable right of use with the conclusion of the contract.
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Third-Party Intellectual Property Rights
If a third party asserts to the Client that a service from Aspireon infringes intellectual property rights, the Client
is obliged to notify Aspireon of this without delay in writing. In the event of judicial assertion, the Client is
obliged to notify Aspireon of the dispute. The defence against the asserted claim takes place by mutual
agreement between the Client and Aspireon, with the Parties supporting each other. The Client is obliged to conclude judicial or extra-judicial settlements with third parties only with a confidentiality obligation that prohibits the parties involved from disclosing the subject and content of the settlement to those not involved in the settlement.
The Client cannot assert against Aspireon by way of damages any settlement amounts paid to the third party or comparable concessions if Aspireon has not given prior written consent to the settlement with the third party or the concession. If Aspireon assumes sole defence in coordination with the Client, Aspireon reserves the sole decision as to whether and how an out-of-court settlement is brought about and, where applicable, whether and how legal proceedings are conducted or terminated. The Client is obliged to grant Aspireon all information necessary for an appropriate defence and to provide other appropriate support.
In the event of infringement of intellectual property rights, Aspireon will, at its own discretion and at its own
expense, obtain the necessary right for the Client to use the service or make the service non-infringing. If this is
not possible under economically reasonable conditions, Aspireon will take back the service with reimbursementof the remuneration paid by the Client for it, less a reasonable usage fee. Furthermore, Aspireon will indemnify the Client from all legally imposed lawyer and court costs as well as legally established claims for damages due to the infringement of third-party intellectual property rights.
Aspireon is only liable for the infringement of third-party rights within Switzerland and at the place of
contractual use of the service. Aspireon is not liable for the infringement of intellectual property rights if this is
based on a modification of the results of the services that was not wholly or partially executed or authorised by
Aspireon. Aspireon is furthermore not liable for infringements of intellectual property rights resulting from use
of the results of the services that is not contractually intended for them.
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Confidentiality and Data Protection
The Parties are obliged to treat business and manufacturing secrets of the other Party as well as information
designated as confidential that becomes known in connection with the performance of the contract
confidentially and not to pass it on to third parties. Employees and consultants of the Parties who are
professionally bound to secrecy are not considered third parties within the meaning of this provision.
For Executive Coaching services, all personal topics and development areas discussed in coaching sessions are
treated in strict confidence. Exceptions to confidentiality exist only in cases of acute safety risks or legal
obligations to disclose. For team coaching, confidentiality agreements and ground rules are established jointly
with all participants at the beginning of the collaboration.
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The Parties observe the applicable data protection regulations. The Client agrees that Aspireon processes the
Client's data necessary for business processing in compliance with data protection regulations. The Client permits Aspireon to publicly refer to the fundamental subject matter of the activity using the Client's
logo as a reference. The Client is not permitted to poach Aspireon's employees during the term of the Individual Contract.
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Term and Termination
Orders are concluded for the term agreed in the Individual Contract. If a term is not agreed, they are concluded
for an indefinite period. Orders without a fixed term may be terminated by either Party at any time with a notice period of 30 working days.
For Executive Coaching services (individual and team coaching), either Party may terminate the Individual
Contract with a reduced notice period of 10 working days if, in the view of one Party, the coaching relationship
does not have the necessary basis of trust or fit. The quality of the coaching relationship is essential for the
effectiveness of coaching.
Orders with an individually agreed term may only be terminated before expiry of the agreed term with a notice
period of 30 calendar days if one Party acts contrary to an essential agreement of the contract and, following
written warning by the other Party, fails to remedy the breach within a period which should generally not be less than 30 working days.
For work contracts, each Party is entitled, provided they have previously threatened this in writing, to terminate
the contract with a notice period of 30 calendar days if the other Party acts contrary to an essential agreement of the contract and fails to remedy the breach within a period which should generally not be less than 30 working days. The application of Art. 377 of the Swiss Code of Obligations is excluded.
In the event of termination, Aspireon retains the claim to remuneration for all services provided up to the
effective date of the termination. If Aspireon has entered into reasonable contractual obligations to third parties with a view to fulfilling the Individual Contract in question or has made other investments and these are no longer required as a result of the termination expressed by the Client, the Client shall reimburse Aspireon for the unavoidable costs arising from such contractual obligations. If the Client is responsible for the grounds for termination, Aspireon furthermore retains the claim to flat-rate compensation of 20% of the remaining residual order volume.
The right to extraordinary termination for good cause remains unaffected.
Each Party is furthermore entitled to terminate this contract with immediate effect if bankruptcy proceedings are opened against the other Party or a moratorium is granted or the other Party ceases its business or is no longer able to meet its payment obligations arising from this contract.
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Severability Clause
Should a provision of the Individual Contract or these Terms and Conditions be or become invalid or contain a
gap, the legal validity of the remaining provisions shall remain unaffected. In this case, the Parties undertake to
make a legally valid provision that comes as close as possible to the economic objective of the invalid clause.
Written Form
Changes or additions to the contractual agreements require written form, which is complied with by email
without qualified electronic signature.
Applicable Law and Jurisdiction
Swiss law applies with the exclusion of the UN Convention on Contracts for the International Sale of Goods
and conflict of laws. The exclusive place of jurisdiction for all disputes arising from and in connection with the
entered business relationship is Zug.
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UPDATED: FEB 2026