GTC - General Terms and Conditions

Version: November 2026

1. Service Provider and Scope of Application

1.1 These General Terms and Conditions, hereinafter referred to as the “GTC”, apply to all services provided by:

Studer Leadership Advisory
Owner: Ivan Studer
Amselweg 10
4242 Laufen
Switzerland

Email: ivan (.) studer (at) ivan (-) studer (.) com
Telephone: zero 7 nine 7 eight 1 five 0 five 0

hereinafter referred to as “SLA”.

1.2 These GTC apply in particular to consulting services, organizational and leadership development, workshops, training courses, seminars, facilitation, coaching, assessments, development programs, analyses, conceptual design services and comparable services.

1.3 These GTC are primarily intended for companies, organizations, public authorities and other institutional clients. Additional or different provisions may be required for contracts with private individuals or consumers.

1.4 Any terms and conditions of the Client that deviate from these GTC shall apply only if SLA has expressly agreed to their application in writing.

2. Contractual Documents and Order of Precedence

2.1 The contractual relationship shall be governed by the following documents and provisions:

The individual written agreement or the proposal submitted by SLA and accepted by the Client;
Any project-specific appendices;
These GTC;
Supplementarily, the provisions of Swiss law.

2.2 In the event of any conflict, the individual agreement and the accepted proposal shall take precedence over these GTC.

2.3 These GTC shall form an integral part of the contract if they are referenced in the proposal, order confirmation or another contractual document and the Client has been given the opportunity to review, download or save them before the contract is concluded.

3. Conclusion of Contract

3.1 Proposals submitted by SLA shall remain binding for the period specified in the proposal. If no validity period is stated, the proposal shall remain valid for 30 calendar days from its date of issue.

3.2 A contract may be concluded in particular through:

Written acceptance of a proposal;
Signing of an agreement;
Written confirmation of an order;
Express commissioning by email;
Or commencement of service delivery with the Client’s consent.

3.3 Any changes or additions to the scope of services require a corresponding agreement. Additional services, schedule adjustments and additional costs arising from such changes shall be agreed separately or charged on a time-and-materials basis.

4. Services Provided by SLA

4.1 The content, scope, objectives, schedules and remuneration for the services shall be defined in the respective proposal or individual agreement.

4.2 SLA shall perform the agreed services professionally, diligently and in accordance with the recognized professional standards applicable at the time of service delivery.

4.3 SLA reserves the right to adapt methods, procedures, exercises and materials, provided that such adaptations do not compromise the agreed purpose or essential nature of the services.

4.4 SLA may engage qualified employees, cooperation partners or other suitably qualified professionals to perform individual services. Unless otherwise agreed, SLA shall remain responsible for the proper delivery of the agreed services.

4.5 Unless expressly guaranteed in writing, SLA does not undertake to achieve any specific commercial, personal, organizational or other outcome. Consulting, training and coaching support decision-making and development processes; responsibility for decisions and their implementation remains with the Client or the individuals concerned.

5. Client Responsibilities and Cooperation

5.1 The Client shall provide SLA, in a timely manner, with all information, documents, access rights, contact persons and decision-making resources necessary for the proper performance of the agreed services.

5.2 The Client is responsible for the accuracy and completeness of the information provided.

5.3 For on-site events, unless otherwise agreed in the proposal, the Client shall provide suitable premises, technical infrastructure, working materials, access arrangements and appropriate organizational conditions.

5.4 The Client shall inform participants in good time about the purpose, agenda, prerequisites and organizational arrangements of the event.

5.5 SLA may charge additional fees on a time-and-materials basis for delays, additional work or repeated services resulting from the Client’s late, incomplete or incorrect fulfillment of its cooperation obligations.

6. Fees, Additional Expenses and Value Added Tax

6.1 The fees specified in the proposal or individual agreement shall apply.

6.2 Unless otherwise stated, all amounts are expressed in Swiss francs (CHF) and exclude any legally applicable value added tax (VAT).

6.3 The agreed fees cover only those services expressly specified in the proposal.

6.4 Travel, accommodation, meals, venue hire, materials, shipping and other third-party expenses shall be charged separately, provided they are specified in the proposal or have been agreed with the Client in advance.

6.5 Travel time, preparation, evaluations, documentation and follow-up activities shall be charged in accordance with the proposal or at the agreed hourly or daily rate.

6.6 For longer-term projects, SLA may request reasonable advance payments, issue monthly interim invoices or invoice upon completion of agreed milestones.

7. Invoicing and Payment Terms

7.1 Unless otherwise agreed, invoices are payable in full, without deductions, within 30 calendar days of the invoice date.

7.2 The Client shall automatically be deemed in default upon expiry of the payment period, without the need for any further reminder.

7.3 In the event of late payment, SLA may charge default interest at a rate of 5% per annum, together with reasonable reminder and debt collection costs.

7.4 In the event of payment default, SLA may suspend further services until all outstanding amounts due have been paid in full. Agreed dates and deadlines shall be extended accordingly.

7.5 The Client may offset counterclaims only if such claims have been acknowledged by SLA in writing or established by a final and binding court decision.

8. Cancellation of Events by the Client

8.1 Scope of Application

The following provisions apply to confirmed workshops, training courses, seminars, facilitated sessions, team events, coaching sessions, assessments, development days and comparable scheduled service delivery dates, hereinafter collectively referred to as “Events”.

8.2 Form and Timing of Cancellation

Cancellations and requests for rescheduling must be communicated to SLA in writing, particularly by email.

The relevant date for calculating the cancellation period is the date on which SLA receives the notification. Cancellation periods are calculated in calendar days before the agreed start of the Event.

8.3 Cancellation Charges

If the Client cancels an Event, the following fixed compensation amounts shall apply:

Cancellation notice received before the Event Cancellation charge

More than 60 calendar days No cancellation charge

60 to 31 calendar days 25% of the agreed Event fee

30 to 15 calendar days 50% of the agreed Event fee

14 to 8 calendar days 75% of the agreed Event fee

7 calendar days or fewer 100% of the agreed Event fee

Failure to attend or cancellation after the Event has started 100% of the agreed Event fee

8.4 Services Already Performed and Third-Party Expenses

Irrespective of the cancellation charge, the following services and expenses shall be reimbursed in full:

Conceptual design, preparation and coordination services already performed;
Interviews, analyses or assessments already conducted;
Individually prepared documents and materials;
Travel and accommodation expenses already booked and no longer refundable;
Venue, technical equipment, licensing and material costs;
Fees or cancellation charges incurred for engaged third parties;
Other third-party expenses that can no longer reasonably be avoided.

Costs already included in the Event fee shall not be charged twice.

8.5 Basis of Calculation

Cancellation charges shall be calculated on the agreed net fee for the cancelled Event, excluding VAT and any incidental expenses that have not yet been incurred and can still be avoided.

For multi-day Events, the entire Event shall form the basis of calculation unless individual Event days were expressly booked and remunerated separately.

8.6 Evidence of Lower or Higher Losses

The Client retains the right to demonstrate that SLA has suffered no loss or a substantially lower loss as a result of the cancellation.

SLA retains the right to demonstrate that the actual loss incurred exceeds the fixed cancellation charge. Any cancellation charge already paid shall be credited against such higher compensation.

8.7 Reduction in Participant Numbers

A subsequent reduction in the number of participants shall generally not result in a reduction of an agreed fixed fee.

Where remuneration has been agreed on a per-participant basis, the conditions specified in the proposal shall apply to reductions in participant numbers. In the absence of specific provisions, the cancellation periods set out in Section 8.3 shall apply accordingly.

9. Rescheduling of Events

9.1 A request by the Client to reschedule an Event shall generally be treated as cancellation of the originally agreed date and a request for a new date.

9.2 SLA shall make reasonable efforts to offer a suitable alternative date. However, the Client shall have no entitlement to a particular alternative date.

9.3 If a binding alternative date is agreed at the same time as the rescheduling request and falls within six months of the original Event date, SLA may credit all or part of the cancellation charge payable under Section 8 against the fee for the rescheduled Event.

9.4 SLA shall determine the amount of any such credit, taking into account:

The timing of the rescheduling request;
Preparation services already performed;
The possibility of allocating the original date to another engagement;
Availability on the proposed alternative date;
And third-party expenses incurred.

9.5 Third-party expenses already incurred or no longer reasonably avoidable shall be charged in all cases.

10. Termination of Ongoing Consulting and Coaching Engagements

10.1 Ongoing consulting, development and coaching engagements may be terminated in accordance with the applicable statutory provisions.

10.2 Where a contract is legally classified as a mandate under Swiss law, both parties retain their statutory right to terminate the mandate at any time.

10.3 Upon termination, all services performed up to the effective date of termination, together with expenses already incurred or no longer reasonably avoidable, shall be remunerated.

10.4 If termination occurs at a time that causes SLA particular disadvantage, especially after substantial capacity has been firmly reserved, extensive preparation has commenced or immediately before an agreed milestone, SLA reserves the right to claim compensation for the resulting loss.

10.5 For Event dates already firmly agreed, the provisions of Sections 8 and 9 shall apply additionally, to the extent permitted by law.

11. Cancellation or Rescheduling by SLA

11.1 SLA may cancel, reschedule or deliver an Event in an adapted format for compelling reasons. Such reasons include, in particular:

Illness or accident affecting the designated professional;
A serious personal emergency;
Failure of essential infrastructure;
Official orders or directives;
Significant safety risks;
Or other circumstances that make performance of the agreed services unreasonable or impossible.

11.2 SLA shall inform the Client as early as reasonably possible and, where feasible:

Engage a suitably qualified replacement professional;
Offer an alternative date;
Or, by mutual agreement with the Client, deliver the Event online or in another suitable format.

11.3 If no reasonable alternative arrangement can be found, fees already paid for services not delivered shall be refunded or credited against other services.

11.4 Further claims, particularly for the Client’s travel, personnel, venue, production, opportunity or consequential costs, are excluded to the extent permitted by law. Mandatory statutory rights remain unaffected.

12. Force Majeure

12.1 Neither party shall be liable for failure or delay in fulfilling its obligations where such failure or delay results from events beyond its reasonable control.

12.2 Force majeure events include, in particular, natural disasters, epidemics, pandemics, war, terrorism, political unrest, strikes, official orders, transport disruptions, widespread energy or communications outages and comparable events.

12.3 The parties shall initially make reasonable efforts to identify an appropriate alternative arrangement, particularly rescheduling, digital delivery or adjustment of the scope of services.

12.4 If no alternative arrangement is possible, services performed up to that point and unavoidable third-party expenses shall be invoiced. No cancellation charge under Section 8 shall be imposed for services not yet performed, provided that the cancellation was directly caused by the force majeure event.

13. Coaching, Assessments and Personal Development

13.1 Coaching and development services do not constitute medical, psychotherapeutic, psychiatric, legal or financial advice.

13.2 Participants and coaching clients remain personally responsible for their decisions, behavior and implementation of insights gained.

13.3 If it becomes apparent during an engagement that other specialist support would be appropriate, SLA may recommend consulting a suitably qualified professional.

13.4 Where coaching is financed by an employer or organization, the objectives, roles, confidentiality arrangements and reporting requirements should, wherever possible, be clarified among the parties involved before the engagement begins.

14. Confidentiality

14.1 Both parties shall treat as confidential all confidential information obtained in connection with their cooperation.

14.2 Confidential information includes, in particular, non-public business, organizational, personnel-related, strategic, financial and technical information, as well as personal information disclosed during coaching sessions, interviews and development processes.

14.3 Confidentiality obligations shall not apply to information that:

Is already publicly available;
Was already lawfully known to the receiving party;
Has been disclosed by an authorized third party;
Has been independently developed;
Or must be disclosed pursuant to statutory requirements or an official order.

14.4 SLA may disclose confidential information to individuals engaged in delivering the services, insofar as necessary and provided that such individuals are subject to appropriate confidentiality obligations.

15. Data Protection

15.1 SLA processes personal data in accordance with applicable data protection legislation.

15.2 Information about the processing of personal data is provided in SLA’s current Privacy Policy.

15.3 The Client shall ensure that it is entitled to provide SLA with the personal data necessary for performance of the engagement and that the individuals concerned have been appropriately informed where required.

15.4 Where a data processing agreement or another specific data protection agreement is required, such agreement shall be concluded separately.

16. Intellectual Property and Rights of Use

16.1 All concepts, models, methods, presentations, manuals, worksheets, questionnaires, case studies, exercises, graphics, texts and other materials developed or provided by SLA shall remain the intellectual property of SLA or the respective rights holders.

16.2 Upon full payment, the Client shall receive a limited, non-exclusive and non-transferable right to use the materials provided to it within its own organization for the agreed purpose.

16.3 Without SLA’s prior written consent, the Client is specifically prohibited from:

Publishing materials in whole or in part;
Disclosing or distributing them to external third parties;
Selling them or otherwise exploiting them commercially;
Modifying them and using them under its own name;
Conducting training programs based on them;
Recording Events;
Or uploading content to publicly accessible artificial intelligence systems or AI systems used for model training.

16.4 Uses expressly permitted by applicable law remain unaffected.

17. Photography, Video and Audio Recordings

17.1 Photography, video recordings, screen recordings and audio recordings during Events are permitted only with the prior consent of SLA and the individuals concerned.

17.2 The Client is responsible for obtaining any necessary consent from participants where recordings are made by the Client or on its behalf.

17.3 SLA shall use the Client’s names, images, trademarks or logos for reference or marketing purposes only with the Client’s appropriate consent.

18. Liability

18.1 SLA shall be liable for damages caused by intentional or grossly negligent breaches of contract. Mandatory statutory liability provisions remain unaffected.

18.2 In cases of slight negligence, SLA shall be liable only for direct, proven damages resulting from a breach of material contractual obligations. In such cases, liability shall be limited to the agreed net remuneration for the engagement concerned.

18.3 To the extent permitted by law, liability is excluded for:

Indirect or consequential damages;
Loss of profits;
Failure to achieve anticipated savings;
Loss of data;
Reputational damage;
Claims by third parties;
Or damages arising from decisions and actions taken independently by the Client on the basis of the engagement.

18.4 SLA shall not be liable for defects or failures involving premises, technical systems, communication platforms or third-party services selected or provided by the Client.

18.5 Where SLA recommends or refers external professionals or service providers, SLA shall be responsible only for exercising due care in their selection, and not for the independent services they provide, provided that such professionals or service providers are engaged directly by the Client.

19. Amendments to the GTC

19.1 As a general rule, the version of the GTC agreed upon at the time of contract conclusion shall apply to the respective engagement.

19.2 SLA may amend these GTC at any time for future contracts.

19.3 Amendments to ongoing contractual relationships shall become effective only if agreed between the parties or required by mandatory statutory provisions.

20. Severability

Should any provision of these GTC be wholly or partially invalid or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected.

The parties shall replace the invalid or unenforceable provision with a legally permissible provision that comes as close as possible to the economic purpose of the original provision.

21. Governing Law and Jurisdiction

21.1 These GTC and the contractual relationship shall be governed exclusively by the substantive laws of Switzerland, excluding its conflict-of-law provisions.

21.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

21.3 The exclusive place of jurisdiction for disputes arising out of or in connection with the contractual relationship shall be the registered place of business of SLA.

21.4 Mandatory statutory provisions concerning jurisdiction remain unaffected.

Have Questions?

Just Click Here

Back to Previous Page