Terms and Conditions

1. preamble

The General Terms and Conditions of SILANFA LifeScience, a brand of SILANFA GmbH apply both to SILANFA’s internal business transactions and to SILANFA’s external customer relationships.

A client, herein, is understood as a legal person booking a contractor under a work order. A contractor, herein, is understood as a natural or legal person accepting a work order under a valid agreement. General terms and conditions of the client or contractor are excluded. As client

Individuals, groups, or legal entities booked and engaged in work orders are understood as contractors.

2. general

The contract is concluded with the signing and/or confirmation of the order to SILANFA. All agreements and legally relevant declarations of the contracting parties require the written form to be valid.
Should a provision of these terms and conditions prove to be invalid in whole or in part, the contracting parties shall replace this provision with a new agreement corresponding to their legal and economic success.

The Terms and Conditions can be adjusted without further notice.

3. execution of the work

SILANFA undertakes to carefully execute the contractual selection of contractors and the execution of the services. SILANFA can have contractual orders fulfilled by third parties. In this case, SILANFA is liable for the care taken in the selection and instruction of the third party involved.
3.1 Client's responsibilities

The client will use other contractors, consultants, platforms, agencies, or service providers, who are not under contract with SILANFA, during the term of the contract, in the area of responsibility of SILANFA, only after prior written agreement with SILANFA and SILANFA has the right not to allow other legal or natural persons, without giving a reason. Should contractors and service providers newly register with SILANFA, bookings via SILANFA must be made from the time of registration.


The client undertakes to make any bookings via the platform of SILANFA and not to give or make any, neither direct nor indirect, agreements, promises, appointments, bookings, remuneration, bonuses, discounts, pro bono payments, gifts, tips or other payments to the contractor of SILANFA.

The client has to review reporting on worked hours by the booked contractor(s) and actively reject with a reason within 72 hours after receipt of the reporting, if reporting is verifiable false. False rejections will be charged with a delay interest of 5%. In the case that the client is not actively rejecting or misses the 72 hours deadline, the reporting is inherently and at whole accepted.

3.2 Contractor's responsibilities
The contractor undertakes to carry out the contractually accepted contracts carefully and on time, including the services belonging to the contract. The contractor is prohibited from having the contractual orders fulfilled by third parties.

The contractor has to record correct and up-to-date information on the platform. SILANFA has the right at any time to check all data stated on the platform and to obtain corresponding information from authorities, employers, and universities or similar institutions. Costs for such investigations are at the expense of the contractor if he/she does not correct or deliver the data after a written request via e-mail.
Should it turn out during an official inspection that information on the platform has been verifiably given incorrectly by the contractor, all costs, fees, and penalties to correct the mistake will be charged to the contractor.

The contractor has to provide monthly reporting on worked hours exclusively through SILANFA. Notwithstanding the reporting will cease any obligation of SILANFA to pay, remunerate, compensate, or any similar the contractor.

4. Copyright

Unless otherwise defined in the contract, the contractor may only use the work results of SILANFA or it’s clients for the contractually agreed purpose. In return, SILANFA and its clients may use the work results of the contractor for the contractually agreed purpose. The contractor may therefore neither pass on nor publish the work results to third parties without the written consent of SILANFA’s client. The copyright to the work results remains with SILANFA’s client in any case. Excluded from this are results from the artistic freedom of the contractor. Any copyright is therefore passed on from contractor to SILANFA’s client without any payment or other compensation to SILANFA’s contractor.

5. Confidentiality

5.1 SILANFA's obligations
SILANFA shall preserve the confidentiality of confidential documents and information which it receives or learns from the Contractor or the Client in the performance of its contractual obligations. SILANFA shall instruct its employees and any third parties involved not to make such business documents accessible to third parties. However, SILANFA is authorised to use knowledge gained in the fulfilment of the contractually assumed obligations for the fulfilment of contracts with third parties or authorities without breach of confidentiality. In particular, SILANFA points out that IP and browser logging can be carried out during the conclusion of contracts in order to support a clear assignment of the contractor. Documents of the contractor or the client provided by the contractor or the client in connection with the fulfilment of the contract remain the property of the contractor or the client and can be reclaimed by him/her at any time within twelve (12) months after the conclusion of the last order. This does not apply to documents and data that fall under business communication and accounting and must therefore be kept (Swiss OR Art. 957).
5.1 Contractor's obligations
The contractor undertakes to treat all data provided to him by SILANFA or SILANFA’s client confidentially and to return it unsolicited and within one (1) working week after termination of the contract or to destroy it on written instruction from SILANFA’s client. A destruction of data without written instruction from SILANFA’s client is not permitted and any costs for restoration or loss compensation can be charged to the contractor.
5.1 Client's obligations

The client undertakes to treat all data provided to him by SILANFA or SILANFA’s contractor confidentially and to return it unsolicited and within one (1) working week after termination of the contract or to destroy it on written instruction from SILANFA’s contractor. A destruction of data without written instruction from SILANFA’s contractor is not permitted and any costs for restoration or loss compensation can be charged to the contractor.

6. liability

6.1 SILANFA's liability
SILANFA is responsible for the careful selection of the contractor selected in accordance with the contract and the execution of the SILANFA services. The liability of SILANFA is limited to the price agreed in the corresponding contract and to the event of the claim. SILANFA is in no case liable for direct or indirect damages or losses, such as loss of use, material damage, loss of work or costs, which are associated with a business interruption, misleading or false information provided by a contractor, delayed beginning or cancellation on the part of a third party, such as a contractor. Furthermore, SILANFA disclaims any liability arising from improper handling or intentional/unintentional disclosure of the login data.
6.1 Contractor's obligations
The contractor shall be liable for the careful execution of the work undertaken in accordance with the contract and undertakes to take out an appropriate insurance policy which provides insurance cover for the entire duration of the order and for 3 months beyond this period. SILANFA is explicitly permitted to demand proof of insurance at any time and without stating a reason.

The contractor undertakes, if necessary, to carry out subsequent improvements or replacement, should any claim against SILANFA or the contractor be asserted in writing.
A possible liability claim against SILANFA expires, however, if such a claim is not asserted at the latest three (3) days after completion of the work order.
6.1 Client's obligations
The client must assert any claim against SILANFA or SILANFA’s contractor in writing immediately after discovery of the error. The liability claim against SILANFA or its contractor expires, however, if such a claim is not asserted at the latest three (3) days after completion of the work order.

7. Guarantee Promises and Commitments

SILANFA expressly points out that no guarantee promises are made with regard to work orders or agreements. The recording of contractor or client data is not an work order or does not automatically lead to an order or any promises, or guarantees. The same applies to work order inquiries, interviews (if applicable) or clarifications regarding a possible work order. A work order and thus a contractual relationship between SILANFA and the contractor or client only exists with the dispatch of the work order confirmation. It is further forbidden for the contractor or the client to keep guarantee promises, promises or other agreements in the name of SILANFA which were not previously agreed in writing with SILANFA.
7.1 Contractor's obligations

The contractor undertakes to refer clients of SILANFA to the booking platform or to SILANFA in the case of verbal or other enquiries, directly or indirectly, i.e. not via SILANFA. The contractor is not permitted to make direct or indirect work order enquiries, promises, guarantees or other agreements regarding orders, directly or indirectly, i.e. not via SILANFA, on the part of clients from whom the contractor has already been interviewed or has provided work order services under SILANFA. This also includes contract work or employment that competes with the services of SILANFA, but does not begin longer than six (6) months after deletion of the contractor’s profile on SILANFA.

The contractor is further prohibited from making direct contact with SILANFA’s clients regarding SILANFA’s services, unless these are indispensable for the fulfilment of the work order.

Any complaints, feedback or questions from the client must be addressed to SILANFA.

7.2 Client's obligations

The client undertakes to refer contractors of SILANFA to the booking platform or to SILANFA in the case of verbal or other enquiries, directly or indirectly, i.e. not via SILANFA. The client is not permitted to make direct or indirect work enquiries, promises, guarantees or other agreements regarding orders, directly or indirectly, i.e. not via SILANFA, on the part of contractors whom the client has already selected for interviews or has agreed in work order services under SILANFA. This also includes contract work or employment that competes with the services of SILANFA, but does not begin longer than six (6) months after deletion of the contractor’s profile on SILANFA.

The client is further prohibited from making direct contact with SILANFA’s contractors regarding compensation, remuneration or payment in any sort.

Any complaints, feedback or questions must be addressed to SILANFA.

8. Acceptance of work

The client must check the work result of SILANFA and its contractors immediately after it has been fulfilled. If the client does not object to the work result in writing to SILANFA during or immediately after fulfilment of the order, the work result shall be deemed accepted and SILANFA shall only be liable within the framework of Art. 6.1 of these terms and conditions.

SILANFA reserves the right to review statements regarding non-executed orders. Should it become apparent that a party is making false statements about the state or fulfillment of an order, even after re-enquiring, SILANFA reserves the right to repent to both parties, i.e. client and contractor, regardless of who makes the false statements, and to recognize the order as having been carried out. The fines for the client amounts to CHF 2’000.00 and the fine for the contractor amounts to CHF 500.00.

9. billing rates

The rates invoiced by SILANFA shall be fixed by contract, either in the contract itself or in an offer, confirmation, work order or annex thereto. SILANFA reserves the right to adjust these rates periodically. In a work order agreed rates shall, however, apply to the fulfilment of all obligations arising from the work order without any agreement to the contrary.

10. terms of payment

10.1 Client's terms
SILANFA invoices monthly for the work, services and costs incurred to date.

The invoices are due for payment within ten (10) days of the invoice date, net without deduction of discounts, expenses, taxes, levies, etc..
If the client does not meet a payment deadline, he is in default from the due date without further reminder and the conditions according to Swiss OR Art.104 para.1 apply. Excluded from the delay are events of force majeure.
10.1 Contractor's terms

Ten (10) working days after successful completion of the order. Interest on arrears is excluded.

11. termination of the contract

Either party, i.e. client, contractor or SILANFA, can terminate a contract without an ongoing work order at any time. A contract is terminated when the profile on the SILANFA platform is deleted.

In the case of termination of a contract by either client or contractor during an ongoing work order, the termination is a premature termination. Exempt from this is a termination in case of fraud, authority or court overruling.

12. Premature termination of the contract

The order may be revoked or terminated by either party, i.e. client or contractor at any time with a notice period of one (1) month. However, if this occurs at an inopportune time, i.e. a premature termination or termination within the cancellation period, the withdrawing party is obliged to compensate the damage caused to the other party as per Swiss OR Art. 404. In any case, SILANFA is entitled to compensation for the work performed until revocation or termination. If the client unilaterally withdraws from the contract, SILANFA shall also be entitled to compensation for the damage it has suffered as a result of this withdrawal or parts of the loss of turnover.

No claims in any respect can be asserted by either the contractor nor the client if the premature termination of the contract is based on a breach of these terms and conditions or other contractual components.
12.1 Cancellation period
The cancellation period is the period from having agreed on a work order between all parties by establishing the work order confirmation and the start of the work order.

Exempt from the cancellation period are events of force majeure or in the case of sickness with a medical certificate, as well as if the work order is replaced once with at least an equivalent, by means of total cost and contractor, work order.
12.1 Cancellation costs for clients

The following cancellation costs for terminations or revocations during the cancellation period arise for the client.

> 30 days before work order start:

no fee

30 – 15 days before work order start:

10% of work order volume

14 – 3 days before work order start:

25% of work order volume

3 – 1 days before work order start:

33% of work order volume

within 24 hours before work order start:

50% of work order volume

12.1 Cancellation costs for contractors

The following cancellation costs for terminations or revocations during the cancellation period arise for the contractor.

> 30 days before work order start:

no fee

30 – 15 days before work order start:

no fee

14 – 3 days before work order start:

1% of work order volume

3 – 1 days before work order start:

2.5% of work order volume

within 24 hours before work order start:

5% of work order volume

13. force majeure

In the case of a force majeure or an act of god, including pandemics or other forms of general restrictions either ruled by the local regulators or by the federal government, SILANFA is not liable for any loss by the contractor or client and cannot be made liable in any case for not having been able to commence, proceed or conclude agreed work or provide products and services in the agreed form.

14. Advertising

Both the client and SILANFA are prohibited from distributing advertisement of any kind without mutual written consent. Consent to the mutual application in the sense of the order and in the sense of customer loyalty is given if the client orders a service in this direction or gives consent otherwise, in writing. Advertising may be made only in connection with the work orders and in the circumstance of the offered services of the contracting parties. SILANFA reserves the right, in the event of infringement, to demand and charge for reputational damage and other possible damage from inappropriate advertising, as well as its removal and deletion, at any time. SILANFA is not liable in any way for advertising which could cause damage of any kind to the client or his company and associated companies or persons.

The consent to advertising can be withdrawn at any time and independently of an order relationship, with the exception of the order for advertising if applicable, this also without giving a reason.

15. Place of jurisdiction and applicable law

This terms and conditions are subject to Swiss law. Place of jurisdiction for the client, contractor and SILANFA are the competent courts of the canton of Basel-Landschaft, Switzerland. However, SILANFA is entitled to persecute the client or the contractor at his place of business or residency.

Version 1.0, 1.1.2021