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General Terms and Conditions

Version January 2025

These are the General Terms and Conditions of BCS Legal powered by De Vries (hereinafter referred to as “BCS”), a company located at Talackerstrasse 16, 4538, Oberbipp, Switzerland. BCS is registered with the Swiss Commercial Register under registration number CHE-155.317.458.

 

Definitions

In these General Terms and Conditions, the following terms have the meanings assigned to them, unless expressly stated otherwise:

  1. General Terms and Conditions: These terms and conditions as set out below.

  2. Business: The Counterparty acting in the exercise of a profession or business.

  3. Civil Code: The Swiss Civil Code.

  4. Service: All activities, in any form, performed by BCS for or on behalf of the Counterparty.

  5.  Engagement: All activities, in any form, performed by BCS for or on behalf of the Counterparty.

  6. Agreement: Any agreement concluded between BCS and the Counterparty.

  7. Counterparty: The Business that has accepted these General Terms and Conditions and has commissioned the performance of a Service.

 

Unless expressly stated otherwise, singular terms include the plural and vice versa, and references to masculine forms include feminine forms and vice versa.

 

Applicability

  1. These General Terms and Conditions apply to every offer and Agreement concluded between BCS and the Counterparty, unless explicitly agreed otherwise in writing.

  2. These terms are also applicable to agreements involving third parties engaged for their execution.

  3. The applicability of the Counterparty’s general terms and conditions is expressly excluded.

  4. Deviations from the Agreement or these General Terms and Conditions are only valid if agreed upon in writing.

 

Offers

  1. Unless explicitly stated otherwise, all offers are non-binding and may be revoked, even if they include a term for acceptance. Offers can be revoked by BCS in writing within two business days of receipt of acceptance.

  2. All offers by BCS are valid for 30 days unless stated otherwise.

  3.  BCS is not bound by its offers if the Counterparty reasonably should have understood that the offer contained a manifest error or oversight.

  4. If acceptance deviates from the offer, BCS is not bound, and no Agreement is formed unless otherwise confirmed by BCS.

 

Formation of the Agreement

  1. The Agreement is formed upon the Counterparty’s acceptance of BCS’s offer.

  2. Acceptance must be in writing, including electronic communication, but BCS may accept oral acceptance as if it were in writing.

  3. The Agreement is finalized when both parties sign a confirmation or when BCS commences performance of the Services.

  4. The Agreement supersedes and replaces all prior proposals, correspondence, and communications.

 

Execution of the Agreement

  1. BCS shall execute the Agreement with due care, professionalism, and in accordance with applicable professional standards.

  2. BCS reserves the right to determine the manner of execution and may engage third parties as deemed necessary.

  3. The Agreement may be executed in phases, and BCS is entitled to invoice each phase separately. If payment is delayed, BCS may suspend subsequent phases.

  4. BCS will ensure no conflicts of interest arise and will notify the Counterparty if a conflict is identified.

 

Engagement Terms

  1. BCS’s legal services are limited to the scope explicitly agreed upon in the Agreement.

  2. BCS does not guarantee specific outcomes and will not be liable for advice applied outside the agreed scope without written consent.

  3. All work products are for the exclusive use of the Counterparty and cannot be relied upon by third parties without BCS’s written consent.

 

Client Cooperation

  1. The Counterparty must provide complete, accurate, and timely information necessary for BCS to execute the Agreement.

  2. The Counterparty is responsible for ensuring that any materials provided to BCS do not infringe third-party intellectual property rights.

  3. The Counterparty will cooperate fully with BCS, including making necessary personnel available.

 

Pricing and Retainers

  1. Prices are exclusive of VAT and additional costs unless stated otherwise.

  2. Retainers may be required and will be held in a client account, applied toward outstanding invoices, and refunded if unused.

  3. BCS may adjust prices if unforeseen circumstances arise, with prior notice to the Counterparty.

 

Liability

  1. BCS is liable only for direct damages caused by gross negligence or willful misconduct, limited to the amount covered by BCS’s professional indemnity insurance or CHF 5,000 if uninsured.

  2.  BCS is not liable for indirect damages, including lost profits, business interruptions, or reliance on advice outside the Agreement’s scope.

 

Confidentiality and Data Protection

  1. Both parties must maintain the confidentiality of all information exchanged under the Agreement.

  2. BCS processes personal data in compliance with the Swiss Federal Act on Data Protection (FADP) and the EU General Data Protection Regulation (GDPR).

  3. For further details, refer to BCS’s Privacy Notice available on its website.

 

Intellectual Property Rights

  1. All intellectual property rights in BCS’s work products remain the exclusive property of BCS or its licensors.

  2. The Counterparty is granted a limited license to use such materials for purposes outlined in the Agreement.

  3. Unauthorized use, reproduction, or distribution of these materials is prohibited.

 

Insurance

BCS maintains professional indemnity insurance to cover liabilities arising from its services. Details are available upon request.

 

Force Majeure

  1.  BCS is not liable for delays or non-performance caused by force majeure events, including natural disasters, government actions, or labor strikes.

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Language

In case of discrepancies between translations of these General Terms and Conditions, the English version shall prevail.

 

Disputes and Governing Law

    1.    These General Terms and Conditions are governed exclusively by Swiss law.

    2.    Any disputes arising from the Agreement shall be resolved by the competent courts in Bern, Switzerland.

 

Final Provisions

  1. Deviations from these terms must be agreed upon in writing.

  2. If any provision is deemed invalid, the remaining provisions shall remain in full force.

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