Terms & Conditions
These General Terms & Conditions apply to interactions and relationships between You and Cofounding. By accessing the Cofounding website, including all materials presented there, and / or by working with Cofounding, you are consenting to these Terms & Conditions and confirm that you understand them and agree with them.
The terms used in the Terms & Conditions have the following meaning:
- Client – You: the party choosing to work with Cofounding or to use Cofounding materials
- Service Agreement: a document which specifies main terms of the work: scope, timing and price of the work to be provided for the Client by Cofounding
- Materials: all content provided by Cofounding, either via the Site or otherwise, to the Client
- Network: the Cofounding network of independent enterprises affiliated with Cofounding
- Parties: Cofounding and the Client
- Service: the work to be performed by Cofounding for a Client according to the Service Agreement
- Site: www.Cofounding.network and any other related sites
- Cofounding – We: Cofounding GmbH, registered seat in Zurich Switzerland, under the number CHE-289.924.987.
2.1. These Terms & Conditions apply to
- all Services and Products provided by Cofounding to You
- all offers and/or proposals made by Cofounding
- all Materials provided by Cofounding to You
2.2. Any provisions deviating from these Terms & Conditions will apply only if and insofar as Cofounding has expressly in writing confirmed their application.
2.3. If any clause in these Terms & Conditions is invalid or is held to be invalid, the remainder of the Terms & Conditions remains in force to the extent possible and the invalid clause shall be replaced in consultation between the Parties by a clause which reflects the intent of the original clause as closely as possible.
2.4. These Terms & Conditions also apply to the Cofounding Network of affiliated Partners and to anyone engaged by Cofounding.
3. DATA AND INFORMATION
3.1. Cofounding can start working for You only when You have submitted all data and information which we asked You for. Any additional costs that may arise as a result of delay in providing the data and information or delay in the final delivery, will be for Your account.
3.2. You are obliged to notify Cofounding of any facts and circumstances that may be relevant for the Services delivery.
3.3. You guarantee that the data and information provided by or on behalf of You to Cofounding is accurate, complete, reliable and lawful, also if such data and information have originated from third parties.
3.4. You are responsible for compliance with the applicable laws and regulations in the field of personal data protection, also in respect of the submission or provision to Cofounding of personal data pertaining to personnel, clients or third parties, even if such data have originated from third parties or have been provided by third parties on Your instructions.
4. EMAIL AND INTERNET USE
We may communicate with each other by electronic means. However, certain risks are associated with the use of internet and email, such as, but not confined to, distortion, delay, interception, manipulation and viruses. Cofounding is not liable for any damage that may ensue from the use of internet and/or email.
5. PERFORMANCE OF THE SERVICE
5.1. Cofounding determines how and by who the Services will be performed. Cofounding may engage members of the Network.
5.2. Cofounding does not guarantee the achievement of any specific intended results unless explicitly stated in the Service Agreement.
5.3. The Service Agreement can be terminated by either party in writing without any reason. Such cancellation is effective two weeks after the date of the cancellation note. The Fee for the services is due at the effective date of the cancellation and proportionate to all Services already executed, delivered and performed. Due at the effective date are also any costs already incurred by Cofounding in relation to the foreseen Services delivery (such as, but not limited - travel and accommodation costs).
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Cofounding is entitled to all the intellectual property rights developed or used during the Service, including any advice, opinions, working methods, agreements, documents, systems, system designs and computer programs, save insofar as third parties are entitled to such intellectual property rights.
6.2. All content provided on the Site, in the Materials and Products and during the Service, including all products and all online materials, workshops, webinars are Cofounding’s intellectual property. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the content of the Site or the Service, in whole or in part, without Cofounding’s prior written consent. You may not remove any trademark, copyright, or other notice from the content of the Site, Materials or Service.
6.3. Cofounding reserves the right to immediately stop working together and remove You from the Site access area without refund and to pursue all available legal remedies against You if You violate Cofounding’s intellectual property rights.
7.CONFIDENTIALITY AND PERSONAL DATA
7.1. Cofounding and its Network members are obliged to observe confidentiality vis-à-vis third parties. This obligation does not apply in the event of a statutory or professional duty to disclose the relevant information or if You have released Cofounding from its obligation to observe confidentiality.
7.2. Cofounding is only entitled to use the information made available by You as well as any other data and information of which we have become aware during the Service for the purpose for which these were provided and for the business operations of Cofounding.
7.3. Without the express prior written permission of Cofounding, You cannot disclose or make available to third parties or in any other way use or publish, any information provided by Cofounding, unless:
- such action arises directly from the Service Agreement
- You have a legal or professional obligation to disclose the data concerned
- You, or any of Your directors or employees, is acting on its own behalf in disciplinary, civil or criminal proceedings.
7.4. Cofounding may process personal data provided by You for purpose of the Service. Cofounding may process personal data in accordance with the applicable laws and regulations in the field of personal data protection and / or for purposes of fulfilling any statutory obligations. Cofounding may process personal data for purposes of optimising our services.
8. FEE AND PAYMENT
8.1. You shall pay the fee and other expenses to Cofounding in the amount as specified in the Service Agreement. Payment shall be made in full and on time in Swiss Francs or in any other currency as specified in Your invoice, without any deduction, discount or set-off, by deposit in the bank account stated on the invoice and within the time specified in the invoice.
8.2. 30% of the fee shall be paid before start of the Service.
If the duration of the Service is less than 1 month: the remaining 70% shall be paid upon completion of the Service.
If the duration of the Service is longer than 2 months: milestones payment terms will be agreed for the remaining 70% of the fee throughout the period of the Service and specified in the Service Agreement.
8.3. The fee shall be paid on time and in full as specified in the invoice. In case of any payment delay – You are obliged to notify Cofounding. Additionally – a late payment fee of 5% of the total outstanding amount per day is added to the outstanding payment until paid in full (including the additional fee and costs).
8.4. All costs incurred by Cofounding in connection with collection of Your payment are on Your account.
9. RULES OF USE
9.1. To access or use the Materials, Service or Site, You must be 18 years or older and have the requisite power and authority to consent to our Terms & Conditions.
9.2. Information provided on the Site and in the Materials is subject to change. Cofounding makes no representation or warranty that the information provided, is accurate, complete, reliable, current or error-free. Cofounding disclaims all liability for any inaccuracy, error or incompleteness in the Materials, Service or Site.
9.3. In order to use the Site, You are required to provide information about yourself including your name, email address, username and password and other personal information. You agree that any registration information You give to Us will always be accurate, correct and up to date. You must not impersonate someone else or provide account information or an email address other than your own. We reserve the right to refuse access to the Site based on your provision of inaccurate account information.
9.4. You may use the Site and Materials for lawful purposes only. Your account must not be used for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.
9.5. You agree to be financially responsible for all purchases made by You or someone acting on your behalf through the Site.
9.6. You shall not post or transmit through the Site any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.
9.7. Cofounding reserves the right to refuse service to any order, person or entity without obligation to assign reason for doing so. We reserve the right to limit the number of participants in any given online class or workshop. We may at any time change or discontinue any aspect or feature of the Site or Service.
10. CHANGED TERMS
We reserve the right to update any portion of our Site, Materials, Products and Service, including these Terms & Conditions at any time. Such amendments are effective immediately upon notice to You or Cofounding posting the new Terms & Conditions on the Site. Any use of the Site or Service by You after being notified means you accept these amendments. We will post the most recent versions to the Site.
11. THIRD PARTY RESOURCES
The Site, Products and the Materials might contain links to third party websites and resources. You acknowledge and agree that Cofounding is not responsible or liable for the availability, accuracy, content or policies of third party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with Cofounding. You acknowledge sole responsibility for and assume all risk arising from Your use of any such websites or resources.
12. RELIANCE ON ADVICE
You acknowledge and agree that any advice, recommendation and information provided to You by Cofounding in connection with the Service is for Your sole use. You agree that if You makes such advice, recommendations and information available to any third party, You will notify such third party, in writing, that Cofounding's advice, recommendations and information is for Your sole benefit based on the specific facts and circumstances and the scope of the Service and is not intended to be relied upon by any other person. In the event of a claim by any third party relating to Cofounding's Service or Materials that arises out of Your breach of this obligation, You shall indemnify and hold harmless Cofounding against all such claims, liabilities, costs and expenses (including legal fees and disbursements).
13.1. Cofounding is liable to You for any shortcoming in the performance of the Service insofar as such shortcoming consists in a failure to exercise due professional care.
13.2. You agree that under no circumstances is Cofounding liable for direct, indirect, incidental, consequential, special, punitive, exemplary, or any other damages arising out of your use of the Site, Materials or Service. Additionally, Cofounding is not liable for damages in connection with:
- any failure of performance, error, omission, denial of service, attack, interruption, deletion, defect, delay in operation or transmission, computer virus or line or system failure
- loss of revenue, anticipated profits, business, savings, goodwill or data
- third party theft of, destruction of, unauthorized access to, alteration of, or use of your information or property, regardless of our negligence, gross negligence, failure of an essential purpose and whether such liability arises in negligence, contract, tort, or any other theory of legal liability
- any damage incurred by You or third parties as the result of the provision of incorrect or incomplete data or information by Client to Cofounding or as the result of any other act or omission on Your part
- any damage incurred by You or third parties as the result of an act or omission on the part of any auxiliary persons engaged by or at the request of You (not including employees of Cofounding and members of the Network)
13.3. Cofounding’s liability is limited to the fullest possible extent permitted by law. In no event shall Cofounding cumulative liability to You exceed the total fee of the Service or price of the Products or Materials You have purchased from Cofounding. If no purchase has been made by You, Cofounding cumulative liability is limited to 100 CHF.
13.4 Any and all claims against Cofounding, regardless of their nature, shall expire one year after the date You have become aware or could reasonably have become aware of the existence of such claim.
13.5 You shall hold harmless and indemnify Cofounding against all claims from third parties, including but not limited to shareholders, directors, supervisory directors and employees of You as well as affiliated legal entities and companies and third parties involved with You, arising from or in connection with the Service or use of the Materials or Site. This indemnification also covers all costs involved in setting up a defence against such claims.
You shall indemnify and hold Cofounding harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments and expenses, as well as third party claims and causes of action, including, without limitation, attorneys’ fees, arising out of any breach by You of any of these Terms & Conditions, or any use by You of the Site, Materials or Service. You shall provide Cofounding with such assistance, without charge, as Cofounding may request in connection with any such defense, including, without limitation, providing Cofounding with such information, documents, records and reasonable access to You, as We deem necessary. You shall not settle any third party claim or waive any defense without our prior written consent.
15. LIMITATION PERIOD
Unless these Terms & Conditions provide otherwise, any and all claims against Cofounding in connection with the Service or Materials, regardless of their nature, shall expire one year after the date You have become aware or could reasonably have become aware of the existence of such claim.
If any term, provision, covenant, or condition in these Terms & Conditions is held to be invalid, void, or unenforceable, the rest of the Terms & Conditions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
17. DISPUTE RESOLUTION
17.1. All Service agreements between You and Cofounding shall be exclusively governed by Swiss law.
17.2. Disputes shall be submitted to the competent court in the place in which the registered office of Cofounding is situated.
17.3 Notwithstanding the provisions of Article 13.1 and 13.2, the Parties may choose a different manner of dispute settlement.
18. FORCE MAJEURE
War, industrial action, blockade, lock-out, intervention by public body, fire, explosion or any other circumstance beyond the Parties’ reasonable control, exempts the Parties from fulfilling their obligations under the Service Agreement, to the extent it prevents the fulfilment of the Service Agreement or makes such fulfilment unreasonably burdening. If a completion date has been set, such date is suspended. The Parties bear their own expenses resulting from the extraordinary circumstances.