1. Validity of this Terms

  1. VRMandat.com / Stiftungsratsmandat.com is an offer of the company Composit Management & Training GmbH and is called VRMandat.com in the following. All contractual relationships and relationships are established and concluded with Composit Management & Training GmbH.

  2. Clients of VRMandat.com are persons seeking a mandate in a supervisory body of a company or foundation (hereinafter referred to as "users"), companies and foundations seeking persons for their supervisory body (hereinafter referred to as "corporate") and HR specialists (recruitment agencies) who are looking on behalf of companies or foundations for persons who can be elected to a supervisory body (hereinafter referred to as "agencies") as well as cooperation partners who carry out assessments. In the following, corporates, agencies and users are referred to as customers as a whole. Customers have access to a password-protected area on the VRMandat.com website.

  3. Visitors to the website are persons who visit the "VRMandat.com" website outside the password-protected area and consume content.

  4. These General Terms and Conditions apply to customers and, if suitable, also to visitors of VRMandat.com.

  5. The general terms and conditions are based on Swiss law and apply worldwide, provided that the parties expressly or tacitly accept them. Changes and subsidiary agreements are only effective if they are confirmed in writing by VRMandat.com.

  6. If a contract is concluded and the customer also submits general terms and conditions at this time, the points in agreement apply. A written agreement shall be made with regard to the deviating components. In the absence of such an agreement, these General Terms and Conditions shall apply.

  7. These AGB are valid for an indefinite period of time. If customers of VRMandat.com do not agree with changes to the GTC, they can terminate the contractual relationship within 60 days of becoming aware of the changes.

  8. Otherwise, the provisions of the Swiss Code of Obligations [SR 220; OR] on the mandate (Art. 349 et seq. OR) and other Swiss laws and ordinances shall apply. Should any provision of this contract be or become invalid, or should the contract contain a loophole, the legal validity of the remaining provisions shall remain unaffected. In place of the ineffective provisions, an effective provision shall be deemed to have been agreed from the outset which comes closest in economic terms to the provision intended by the parties. The same applies in the event of a gap.

1.2 Offers

  1. VRMandat.com is not a labour mediator, but rather a provider of people for supervisory and advisory activities in companies, start-ups and foundations. VRMandat.com is therefore not subject to the Employment Services Act [AVG].

  2. VRMandat.com offers persons who wish to make themselves available for an office in a supervisory, advisory or foundation body the opportunity to register their profile in the VRMandat.com database against payment of a one-time registration and recurring annual fee (subscription / membership). This profile is made available to corporates and agencies that are also clients of VRMandat.com, who are in turn looking for people to take on a mandate. The use of this offer is also subject to acharge. Corporates and agencies also have to pay a one-time registration and annual fee (subscription/membership).

  1. VRMandat.com establishes contact between searching corporates/agencies and potential candidates (users); there is no obligation for successful mediation. In the case of a successful mediation, a mediation fee is due which has to be paid by the corporates/agencies to VRMandat.com.

  2. VRMandat.com can also be used to arrange an assessment with potential candidates for an external cooperation partner. VRMandat.com assumes no liability for this external order placement. Further costs may be incurred by the commissioned partner. Commission payments can be agreed through this cooperation partner to VRMandat.com. The cooperation partners undertake to comply with these GTCs.

  3. VRMandat.com may offer additional fee-based services.

1.3 Privacy Policy

  1. VRMandat.com naturally observes the regulations on data protection, namely the Data Protection Act and the associated ordinances.

  2. All information that we receive from customers of VRMandat.com is used confidentially and with the necessary care. Collected information will only be used for orders and business communication. Personal data are only processed if they are entered directly by a person (e.g. orders, inquiries, etc.). The data will only be used for the specified purpose. The data protection guidelines under Swiss law are governed by the Federal Data Protection Commissioner (EDPS).

  3. Users who leave personal data in the VRMandat.com database agree that their personal data and other data provided in their profile may be viewed in a password-protected area of VRMandat.com, Corporates and Agencies, which are also customers of VRMandat.com and must comply with the Terms and Conditions. You can contact users. Other customers of VRMandat.com will only be given access to personal data in anonymous form for the purpose of obtaining a VR mandate. Users who have uploaded a profile picture agree that their picture will be displayed to corporates and agencies looking for it. If this is to be prevented, the user must delete the profile picture from his account.

  4. Users searching for a board of directors or foundation board mandate (supervisory mandate) agree that a searching corporate can forward the data to an agency of its choice, which carries out a detailed assessment with them. This happens outside the sphere of influence of VRMandat.com.

  5. VRMandat.com undertakes to provide state-of-the-art security in systems, programs, etc. over which it has influence.

  6. The users of the website as well as the customers are aware that even with careful software development and maintenance errors can creep in, so that VRMandat.com cannot be held responsible for 100% availability of the website or the service.

  7. The readers of the website and VRMandat.com customers are responsible for the security of the systems, programs and data within their sphere of influence. In their own interest, customers should keep passwords and user names secret from third parties and, if necessary, change them at regular intervals and design them in such a way that they cannot be easily identified. VRMandat.com informs customers about security measures they have to take themselves.

  8. The customers undertake not to excessively load the platform made available on the website by undirected or improper dissemination of data, in particular to refrain from spam mailings.

  1. VRMandat.com is not liable for defects and malfunctions for which it is not responsible, in particular not for safety defects and operational failures of third companies with which it cooperates or on which it is dependent.

  2. Furthermore, VRMandat.com is not liable for force majeure, improper actions and disregard of risks on the part of users or third parties, excessive strain, unsuitable operating resources of users or third parties, extreme environmental influences, user interventions or disturbances by third parties (viruses, DoS, worms, etc.) which occur despite the necessary current security measures.

  3. By visiting the website of the provider, statistical information about the access such as date, time or the page viewed are stored. These data do not belong to the personal data, but are anonymous. They are used exclusively for statistical purposes. The data in question will be evaluated within VRMandat.com, but will not be passed on. The users and visitors of VRMandat.com agree that their visits and behaviour on the website will be recorded.

  4. VRMandat.com may process the data of users or customers if it is necessary to identify and stop fraudulently supplied information and unlawful or non-contractual use, abuse or harm to VRMandat.com. To this end, VRMandat.com may also use cookies to collect and process usage data in order to find out from the total stock of all current information those for which there are actual indications of misuse. VRMandat.com may transfer this information to law enforcement agencies and to third parties whose rights have been violated.

  5. By using the services of VRMandat.com, customers agree that they will receive e-mails from VRMandat.com and that contact messages will always be sent as copies to the operator of VRMandat.com (for the purpose of recording potential mediations and combating abuse).

  6. VRMandat.com expressly reserves the right to send e-mails, references to its own events or third-party events, training courses, workshops, etc. which are closely related to the subject of board mandates to clients.

1.4 Terms of contract, warranty and liability

  1. The customers of VRMandat.com accept these general terms and conditions as well as the corresponding data protection regulations. By pressing the register button on the VRMandat.com website or by paying the registration, annual or contract renewal fee, a contract is concluded between VRMandat.com and the customer which does not require a handwritten signature. The AGBs are accepted and are considered as taken over, if no reservation was attached.

  2. The customers of VRMandat.com undertake to ensure that their details are true and correct and to bear the consequences of any incorrect details themselves. VRMandat.com excludes itself from any liability claims arising from misrepresentation, carelessness and third party negligence.

  3. VRMandat.com strives to maintain the content of its website and the quality of the profiles provided in the database at a high level. However, it cannot accept any liability or responsibility for any harmful content or untrue statements made by VRMandat.com customers.

  4. VRMandat.com takes no liability for the failure of a contract between user and corporate/agency or a non-election to a supervisory body.

  5. VRMandat.com attempts to refer users to corporates/agencies for election to a board of directors, but cannot be held liable for any failure to do so.

  1. VRMandat.com cannot be held liable for misrepresentations in the profile in the database of VRMandat.com, lack of competence, inability, negligence, errors, damage caused by a user's activity in a supervisory body. Claims due to poor performance can only be asserted against the person(s) mediated, but not against VRMandat.com, since an activity agreement is only concluded between the user and the corporate/agency.

  2. VRMandat.com cannot be held liable for the activities carried out by agencies on behalf of Corporates.

  3. Corporates confirm that you are a company registered in the Swiss Commercial Register (or an equivalent foreign register).

  4. VRMandat.com only establishes contact between persons seeking a mandate in a supervisory body and companies or foundations offering a corresponding mandate. The suitability of a candidate (user) as well as the accuracy of the information provided by him/her in the VRMandat.com database must be verified by the corporate or agency itself; VRMandat.com cannot be held responsible for the content of the database or the consequences of a false referral. Customers are responsible for compliance with legal requirements, corporate governance regulations, ethical principles, etc.

  5. customers, agree to deposit an online profile. These data serve the pure switching / search and are confidentially treated. Customer data is stored exclusively for the purpose of the mediation / search of profiles or for invoicing.

  6. The customer is aware that VRMandat.com only mediates profiles and that the mediated persons are always private persons and are not employees of VRMandat.com and therefore there is no employment relationship between VRMandat.com and the users. Persons close to VRMandat.com are available as private individuals for mandates and declare their activities for VRMandat.com accordingly. For this reason, an agreement regarding the activities to be carried out in the supervisory body and the possible discharge of the mandate is only concluded between the mediated user and the corporate or agency.

  7. The customers commit themselves to use the portal only for the intended purpose. In particular, the sending of advertising or phishing e-mails without a specific mandate to the user profiles is not permitted.

  8. The contact between the parties must take place via the online platform of VR-Mandat.com and must not be circumvented. No information may be disclosed in the profile that is contrary to good faith and serves to circumvent or damage VRMandat.com's business model. Such profiles will be deleted immediately and without notification or indication of further reasons. Fees paid so far will not be refunded.

1.5 Performance of contract

  1. VRMandat.com provides the mediation of users to corporates and agencies as a service.

  2. VRMandat.com fulfils the contract by providing a tool that enables users to register in a database and search the database of corporates and agencies.

  3. The customers fulfil the concluded contract with payment of the usage fee (subscription fee) or with payment of the brokerage fee for a successful mediation.

1.6 Prices and terms of payment

  1. The prices are communicated on the VRMandat.com website in a binding manner.

  1. Registration in the VRMandat.com database is subject to a fee. Prepayment applies; profiles will only be activated once the due registration and annual fee(s) (user fees or subscription fees) have been paid.

  2. The VRMandat.com database can only be searched for or found by those who have paid the user fees in advance.

  3. Searching in the database is only possible if you have registered as a searching corporate or agency and paid the fees.

  4. Before the subscription expires, the customer will be notified and given the opportunity to renew the subscription. If the subscription has expired and no renewal has been made, the profile will be taken offline and can no longer be found by searching corporates and agencies. Non-payment of the subscription amounts to tacit termination.

  5. If a contract is concluded between a user and corporate or agency or its customer and if the user is elected to a supervisory body, an agency fee is due, which must be paid to VRManadat.com. VRMandat.com must be notified of the successful mediation. VRMandat.com will review potential referrals on a regular basis. If VRMandat.com discovers a successful mediation which has not been reported, a contractual penalty of CHF 10,000 will be due.

  6. VRMandat.com may make price adjustments at any time. In the case of registration and annual fees for existing customers, these only apply with the renewal of the subscription. The brokerage fees are based on the fees communicated via the VRMandat.com portal at the time of the first contact.

1.7 Termination

  1. VRMandat.com reserves the right to terminate a contractual relationship at any time and without giving reasons, without claims against VRMandat.com can be asserted.

  2. Customers can terminate their contractual relationship by deleting their profile in the VRMandat.com database or by no longer renewing their subscription.

  3. It is not possible to refund usage fees that have already been paid. This applies both to a termination of the contract by VRMandat.com and by the users or if the service is no longer offered.

1.8 Duty to provide information

  1. The parties shall draw each other's attention in a timely manner to special technical requirements and to statutory, official or other regulations, insofar as they are of significance.

  2. Furthermore, the parties shall inform each other in good time of any obstacles which could call into question the contractual fulfilment or lead to inappropriate solutions.

1.9 Content of the Website

  1. The content of the VRMandat.com website is carefully selected and kept up to date. If older information is published, the date is given and it corresponds to the state of knowledge at the time of its creation. In contributions marked with names, the opinion of the authors is represented, which does not necessarily correspond to the opinion of VRMandat.com.

  2. The viewing and reading of the website does not constitute a contract for a VRMandat.com service between the user and the provider. The information on the publicly accessible website is a courtesy of VRMandat.com to viewers and is not considered a service. Therefore, VRMandat.com does not guarantee the accuracy, completeness and timeliness of the website content. Those who use the information published on the website do so at their own risk. An exception is the liability for gross negligence and fault according to OR Art. 100.

  1. The content published on the VRMandat.com website is subject to Swiss copyright law. For the duplication, treatment, translation, storage, reproduction of contents in data bases or other electronic media and systems one needs a written agreement of the company Composit Management & Training GmbH or the originators specified with a certain publication. Quotations are allowed without permission if the source is mentioned.

  2. Copies or downloads for private use are permitted without permission.

  3. Who wants to use the contents or other data commercially, has to obtain a written permission. Otherwise, such use of the VRMandat.com website is expressly prohibited.

1.10 Links and shortcuts

  1. The VRMandat.com website contains links to third-party websites. The respective operator is liable for the linked websites. VRMandat.com has no influence on the current and future design and content of the linked sites. The link also does not mean that VRMandat.com agrees with the content of the linked pages in every case.

  2. VRMandat.com checks the linked websites for their legality and topicality. However, it is not possible to constantly check the linked websites. VRMandat.com assumes no liability for the content or design of linked websites. As soon as VRMandat.com informs you of questionable content on the linked websites, the link will be removed immediately. VRMandat.com appreciates such advice.

1.11 Place of jurisdiction

  1. Unless otherwise agreed, the place of jurisdiction is the registered office of Composit Management & Training GmbH in Männedorf, Zurich.

1.12 Severability clause

  1. If one or more points of these terms and conditions do not comply with the legal provisions, both parties agree that all other points remain valid. In this case, an effective provision shall be deemed to have been agreed from the outset which comes closest to the economic intent of the parties. No agreements other than those at hand have been concluded, in particular there are no verbal ancillary agreements.