General Terms & Conditions

1. Scope

These Terms and Conditions (T&Cs) govern the relationship between customers and SeaMount GmbH ("SeaMount"), applying to all declared services and products unless otherwise specified in writing.

 

2. Contractual Basis

Services are as defined in the individual contract or order confirmation, forming the contractual basis alongside these T&Cs. Contracts are effective upon the customer's acceptance of SeaMount's quote within its validity period.

 

3. Services Offered

SeaMount provides services in product strategy, corporate development, life cycle management, ad interim management, and advisory in medical and digital health domains. These include consulting, product development, project management, and market support. Parties will define roles, responsibilities, and timelines in the contract or a separate project organization plan.

 

4. Customer Responsibilities

The customer must provide timely instructions, necessary information, access to required components, and qualified staff. SeaMount will inform the customer of any instruction deficiencies. Customer bears costs and liabilities for non-compliance or delays in fulfilling these obligations. SeaMount may withdraw from the contract if the customer fails to meet these obligations within a given deadline.

 

5. Deadlines

Deadlines in the contract are estimates unless stated as fixed. Delays caused by the customer's non-compliance extend these deadlines. In case of delays by SeaMount, the customer can set an appropriate new deadline.

 

6. Warranty

Services are subject to the Swiss Code of Obligations. Defects must be reported within five days of service completion. SeaMount will attempt to rectify defects within 60 days, failing which, the customer is entitled to a reduction. Warranty for third-party products or services is excluded. Both parties ensure no conflict with third-party rights and the customer indemnifies SeaMount against third-party claims.

 

7. Liability

SeaMount is liable only for intentional or gross negligence. Liability for direct and indirect damages in connection with the services is excluded, except in cases of gross negligence or intentional harm. SeaMount is not liable for data or document loss or damage and is exempted from liability for services beyond recognized technological norms or unauthorized changes or misuse by the customer.

 

8. Third Parties

SeaMount may involve third parties in contract fulfillment, subject to the same liability conditions.

 

9. Payments

Payments are made in Swiss Francs. Invoices are based on costs and may require advance payment. Payment terms are 21 days post-invoice unless specified different. Late payments incur a 6% interest rate. Offsetting against customer's counterclaims requires SeaMount's consent.

 

10. Contract Termination

Contract duration is as specified individually. Early termination requires payment for services rendered and incurred expenses. Immediate termination is permissible for serious contractual breaches.

 

11. Marketing Reference

SeaMount may reference its services for the customer in marketing activities, subject to confidentiality obligations.

 

12. Advertising and Content Integrity

The customer is responsible for the legality of their advertising content. SeaMount reserves the right to refuse illegal or potentially harmful material.

 

13. Intellectual Property

Intellectual property rights for SeaMount's services remain with SeaMount, with limited usage rights granted to the customer upon full payment. Rights to customer-provided documents remain with the customer. Usage rights for tools and templates remain with their creators.

 

14. Confidentiality

A separate Non-Disclosure Agreement (NDA) is part of the contract, with confidentiality obligations extending beyond contract termination.

 

15. Data Protection

Both parties adhere to Swiss data protection laws. SeaMount processes personal data solely for contract fulfillment and will not share it without the customer's consent.

 

16. Partial Invalidity

Invalidity of any T&C provision does not affect the remainder. Parties will strive to replace any invalid provision with a valid equivalent.

 

17. Law and Jurisdiction

Disputes will first seek amicable resolution. Failing that, jurisdiction is Münchwilen, Switzerland, under Swiss law, excluding private international law conflict provisions. SeaMount may also sue at the customer's location.