General Terms and Conditions (GTC)

Scope of Application and Contracting Parties

1.1 These General Terms and Conditions (hereinafter "GTC") apply to all service agreements, consulting mandates, and engagement relationships between Cavantis GmbH (hereinafter "Cavantis" or "Contractor") and its clients (hereinafter "Client" or "Customer").

1.2 These GTC apply exclusively to companies, legal entities, and merchants within the meaning of the Swiss Code of Obligations (CO). Consumer contracts are excluded.

1.3 Deviating, conflicting, or supplementary terms and conditions of the Client shall only become part of the contract if and to the extent that Cavantis has expressly agreed to their validity in writing.

1.4 Individual agreements between the parties (including side agreements, additions, and amendments) always take precedence over these GTC. A written contract or written confirmation by Cavantis shall govern the content of such agreements.

Scope of Services

2.1 Cavantis provides services in the areas of business consulting, interim management, business development, and marketing and strategy consulting.

2.2 The specific services to be rendered, the scope of services, and any milestones are set out in writing in the respective order, mandate agreement, or statement of work (SOW).

2.3 Services are provided primarily remotely. At the express request of the Client, or where the nature of the service requires it (e.g. workshops, presentations, pitches, meetings), services may also be provided on-site at the Client's premises. Related travel expenses and disbursements are settled in accordance with Section 7.

2.4 Cavantis renders its services to the best of its knowledge and belief and in accordance with the state of the art and recognized consulting methods. Cavantis owes an obligation of best effort, not an obligation of result, unless an obligation of result has been expressly agreed in writing.

Conclusion of Contract and Placement of Orders

3.1 Offers made by Cavantis are non-binding, unless expressly designated as binding or unless they contain an acceptance deadline.

3.2 A contract is concluded upon written placement of an order by the Client and written order confirmation by Cavantis. The written form requirement is satisfied by email.

3.3 For mandates with a term of more than three months, a separate written mandate agreement shall generally be concluded.

3.4 Changes to the scope of services ("change requests") require written agreement and may result in an adjustment of the fee and the term.

Term and Termination

4.1 The contract term is determined by the respective individual agreement. Mandates may be concluded for a term of up to 24 months.

4.2 Unless otherwise agreed, continuing obligations and mandates may be terminated by either party by ordinary written notice with 30 days' notice to the end of a month.

4.3 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if: a) a party breaches material contractual obligations and fails to remedy such breach within 14 days of written notice; b) insolvency or bankruptcy proceedings are opened against the assets of a party; c) the Client is in default of payment for more than 30 days.

4.4 In the event of termination, services already rendered shall be paid in full. Deposits and advance payments shall be offset against outstanding claims.

Fees and Remuneration

5.1 The fee is determined by the respective individual agreement or framework agreement. It may be agreed as a daily rate, monthly flat fee, hourly rate, or project flat fee.

5.2 All prices are quoted in Swiss francs (CHF) and exclude value added tax, where applicable.

5.3 Unless expressly agreed otherwise in the offer or contract, services are invoiced monthly in arrears.

5.4 A deposit or advance payment may be agreed for projects or mandates. The terms are set out in the individual agreement. Unused advance payments are refunded on a pro-rata basis upon completion of the project, unless otherwise agreed.

5.5 Installment payment arrangements are possible and require written agreement.

5.6 Cavantis reserves the right to adjust fees once a year for mandates with a term exceeding 12 months, subject to reasonable prior notice of 60 days.

Payment Terms

6.1 Invoices are payable net within 10 days, unless a payment term of net 30 days has been agreed in writing. The applicable payment term is stated on the respective invoice.

6.2 Payments are made in Swiss francs (CHF) to the account designated by Cavantis. Bank charges are borne by the Client.

6.3 In the event of late payment, Cavantis is entitled to charge default interest at a rate of 5% p.a. as well as a reminder fee of CHF 30 per reminder. Further claims for damages remain reserved.

6.4 The Client is not entitled to set off claims of Cavantis against its own counterclaims, unless such counterclaims have been acknowledged in writing by Cavantis or established by a final and binding decision.

6.5 In the event of justified doubts as to the Client's solvency, Cavantis may make the continued provision of services conditional upon advance payment of outstanding amounts or the provision of security.

Travel Expenses and Disbursements

7.1 Travel costs, accommodation costs, subsistence expenses, and other disbursements incurred in the course of rendering services are charged to the Client at cost based on actual expenditure, unless a flat rate has been agreed.

7.2 Travel is generally undertaken in economy class. Deviations require the Client's prior written consent.

7.3 Unless otherwise agreed, travel time is invoiced at 50% of the agreed hourly rate.

Client's Duties to Cooperate

8.1 The Client shall provide Cavantis with all information, documents, and access necessary for the performance of services in a timely and complete manner.

8.2 The Client shall ensure that all persons involved in the project are reachable and available to cooperate within a reasonable time.

8.3 Delays resulting from inadequate or delayed cooperation by the Client entitle Cavantis to adjust agreed deadlines and timelines accordingly and to invoice any additional costs incurred.

8.4 The Client is responsible for decision-making based on the analyses, concepts, and recommendations prepared by Cavantis.

Associate Partners and Subcontractors

9.1 Cavantis is entitled to engage qualified associate partners or subcontractors (third parties) to fulfill its service obligations. Cavantis remains the responsible point of contact for the Client in all cases.

9.2 Cavantis obligates any third parties engaged to comply with the same confidentiality and data protection standards that apply toward the Client.

9.3 Disclosure of the involvement of associate partners or subcontractors to the Client is made upon request.

Confidentiality and Non-Disclosure

10.1 Both parties undertake to treat all confidential information of the other party — in particular trade secrets, customer data, strategies, financial information, and other non-public information — as strictly confidential and not to disclose it to third parties.

10.2 Information is deemed confidential if it is designated as such or if it would reasonably be regarded as confidential given its nature and the context of disclosure.

10.3 The obligation of confidentiality survives termination of the contractual relationship for a period of three years, unless otherwise agreed or unless statutory obligations provide for a longer period.

10.4 At the Client's request, the parties may conclude a separate non-disclosure agreement (NDA). In the event of conflict, the individual agreement shall take precedence over these GTC.

10.5 Cavantis is entitled to name the Client as a reference client, unless the Client objects in writing.

Data Protection

11.1 Cavantis processes the Client's personal data exclusively for the performance of the contract and in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR).

11.2 Data is disclosed to third parties only to the extent necessary for the performance of services or as legally required.

11.3 For further information on data processing, please refer to Cavantis' privacy policy.

Liability

12.1 Cavantis is liable for damages caused by intentional or grossly negligent conduct on the part of Cavantis or its agents, in accordance with statutory provisions.

12.2 For slight negligence, Cavantis is liable only for breach of material contractual obligations (cardinal obligations). In such cases, liability is limited to the typical, foreseeable damage for this type of contract.

12.3 The total liability of Cavantis arising from a contractual relationship is limited to the amount of net fee income received by Cavantis from the relevant mandate over the 12 months preceding the event giving rise to the damage.

12.4 Cavantis is not liable for loss of profit, indirect damages, consequential damages, or third-party damages, unless caused by intent or gross negligence.

12.5 In the area of interim management, the parties acknowledge that Cavantis acts as advisor and interim manager, while ultimate operational responsibility remains with the Client. Cavantis is not liable for business decisions made on the basis of its recommendations.

12.6 Cavantis holds professional indemnity and general liability insurance. The limitations of liability set out in Sections 2–5 apply in addition to, and independently of, the existence of insurance coverage.

12.7 Claims for damages become time-barred one year after knowledge of the damage, and at the latest three years after the event giving rise to the damage.

Warranty and Notice of Defects

13.1 Defects in the services rendered must be reported to Cavantis in writing without delay, and at the latest within 14 days of discovery, with a precise description of the defect.

13.2 In the case of justified notices of defect, Cavantis has the right to remedy the defect. If remedy fails twice, the Client is entitled to a reasonable reduction of the fee.

13.3 Further warranty claims are excluded to the extent permitted by law.

Copyright and Rights of Use

14.1 All work products, concepts, reports, presentations, and documents prepared by Cavantis in the course of the mandate are subject to Cavantis' copyright.

14.2 Upon full payment of the agreed fee, Cavantis grants the Client a simple, temporally and geographically unrestricted right of use for the agreed purpose.

14.3 Any disclosure, publication, or use beyond the agreed purpose requires the written consent of Cavantis.

14.4 Cavantis is entitled to use general methods, experience, and know-how gained in the course of the mandate, in anonymized form, for further projects.

Severability Clause and Amendments to the GTC

15.1 Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.

15.2 Cavantis reserves the right to amend these GTC at any time. Amendments will be communicated to the Client in writing or by email. They shall be deemed approved if the Client does not object in writing within 30 days of receipt of the notification.

Governing Law and Jurisdiction

16.1 These GTC and all contractual relationships between Cavantis and the Client are governed exclusively by Swiss law, to the exclusion of conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 Frauenfeld (Canton of Thurgau) is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with these GTC or the contracts concluded.

16.3 Cavantis is, however, entitled to sue at the Client's general place of jurisdiction, deviating from the agreed place of jurisdiction.

16.4 Disputes shall first be settled amicably through negotiations between the parties. If this does not succeed within 30 days, recourse to legal action shall be available.