Allgemeine Geschäftsbedingungen

§ 1 Scope and Contract Formation

These General Terms and Conditions (GTC) govern all consulting mandates, service agreements, workshops, seminars and other service relationships between MS Governance & Risk Advisory GmbH (hereinafter «MS GRA» or «Service Provider») and its clients (hereinafter «Client»).

A contract is formed upon mutual written order confirmation or upon commencement of service delivery. Deviating conditions of the Client shall only apply if MS GRA has expressly agreed to them in writing.

§ 2 Services and Scope of Services

The scope, nature and duration of services are agreed in a separate mandate or service agreement (including a service description / scope of work), which forms an integral part of the contractual relationship.

MS GRA renders its services with the diligence of a qualified professional and to the best of its knowledge and belief. The advisory activities include in particular:

• Corporate governance advisory and board mandates
• Risk management and internal control systems (ICS)
• Regulatory & compliance advisory
• Crisis management and special investigations
• Technology risks, DLT and digital assets
• Training, workshops and seminars

Changes to the scope of services require a written agreement (Change Request). MS GRA is entitled to engage qualified third parties (subcontractors) for service delivery where objectively necessary and provided that confidentiality is maintained.

§ 3 Client Obligations

The Client shall provide MS GRA in a timely manner with all information, documents and access to relevant persons necessary for the performance of the services. The Client shall designate a responsible contact person.

The Client shall ensure that the information provided is complete and accurate. MS GRA is not obliged to verify the accuracy of information provided, unless there are obvious discrepancies.

Delays arising from insufficient cooperation by the Client shall not be attributable to MS GRA. Any additional effort resulting therefrom shall be charged separately.

§ 4 Fees and Payment Terms

4.1 Fees

Fees are agreed for each individual mandate, either as:

• Time-based fee: Based on the agreed hourly rate;
• Flat fee: For clearly defined service packages;
• Retainer: Monthly fixed fee for ongoing consulting mandates.

4.2 Expenses

Travel, accommodation and other costs directly related to the mandate are charged at cost, unless otherwise agreed. Travel outside Switzerland requires the Client's prior consent.

4.3 Invoicing and Payment

Invoices are payable net within 30 days of the invoice date, unless otherwise agreed. In the event of default, the Client owes default interest of 5% p.a. from the first day after the due date (Art. 104 CO).

For mandates with a duration of more than one month, MS GRA is entitled to issue monthly advance invoices.

4.4 Value Added Tax

All fees are exclusive of statutory value added tax (where applicable).

§ 5 Confidentiality

Both parties undertake to treat all confidential information of the other party obtained in the course of the mandate in strict confidence and not to disclose it to third parties. This obligation applies during the term of the mandate and for a period of 5 years after its termination.

Information is considered confidential if it is designated as such or if it is, by its nature and the circumstances, to be treated as confidential. The following information is not considered confidential:

• information that is or becomes publicly known without breach of this obligation;
• information already known to the receiving party prior to the commencement of the mandate;
• information that must be disclosed by reason of a statutory or regulatory obligation.

MS GRA is entitled to mention the mandate anonymously (without naming the Client) for acquisition and reference purposes, unless otherwise agreed.

§ 6 Intellectual Property

All works created by MS GRA in the course of the mandate (reports, concepts, presentations, frameworks, training materials) remain the property of MS GRA until the fee has been paid in full.

Upon full payment, the Client receives a non-exclusive, non-transferable licence for internal use. Any disclosure to third parties or publication requires the prior written consent of MS GRA.

Pre-existing working methods, frameworks, templates and other background knowledge of MS GRA shall in all cases remain the property of MS GRA.

§ 7 Liability

7.1 Scope

MS GRA is liable for damages caused by proven gross negligence. Liability for slight negligence is excluded to the extent permitted by law.

The aggregate liability of MS GRA for all claims arising from or in connection with a mandate is limited to the fees invoiced under that mandate (maximum the preceding 12 months).

7.2 Advisory Services

The advisory services of MS GRA are based on the information available at the time of service delivery and the regulatory framework applicable at that time. MS GRA does not guarantee the economic success of recommended measures. The decision to implement any recommendation rests solely with the Client.

7.3 Force Majeure

MS GRA is not liable for delays or non-performance resulting from events of force majeure, including natural disasters, pandemics, official orders or cyber-attacks on third-party infrastructure.

§ 8 Independence

MS GRA and its advisors act independently and are not subject to instructions in professional matters. They may, however, take into account the wishes and instructions of the Client insofar as this is compatible with professional integrity.

MS GRA is entitled to accept mandates from other clients, provided there are no specific conflicts of interest. In the event of a conflict of interest, MS GRA shall inform the Client without delay and take appropriate measures.

§ 9 Termination

Mandate agreements may be terminated in writing by either party with 30 days' notice to the end of a calendar month, unless a different notice period is agreed in the individual contract.

The right to extraordinary termination for good cause is reserved. Good cause exists in particular where:

• the Client is in default of payment for more than one monthly invoice;
• the Client has provided false or misleading information;
• continued collaboration is unreasonable due to a conflict of interest.

Upon termination, services already rendered and expenses incurred shall be remunerated in full. Flat-fee services shall be charged pro rata temporis.

§ 10 Special Conditions for Events and Seminars

10.1 Registration and Confirmation

Registration for events takes place in writing or via the online registration form. Registration becomes binding once MS GRA has sent a registration confirmation.

10.2 Cancellation and Transfer Conditions

• More than 21 days before the event: Free cancellation.
• 8–20 days before the event: 50% of the event fee will be charged.
• Less than 7 days / no-show: 100% of the event fee will be charged.
• Transfer to another person is always free of charge (notification by e-mail).

10.3 Event Changes and Cancellation

MS GRA reserves the right to cancel or postpone events due to insufficient attendance or other important reasons. In such cases, any event fees already paid will be refunded in full. Further claims by the participant are excluded.

§ 11 Data Protection

Personal data is processed in accordance with our Privacy Policy and applicable statutory provisions (nFADP, GDPR). By entering into a contract, the Client consents to the processing of its contact data for the purpose of contract performance.

§ 12 Final Provisions

12.1 Applicable Law

These GTC and all legal relationships arising therefrom 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).

12.2 Jurisdiction

For all disputes arising from or in connection with these GTC, the ordinary courts at the registered office of MS Governance & Risk Advisory GmbH, Baden, Canton of Aargau, Switzerland, shall have jurisdiction, unless mandatory statutory provisions prescribe a different place of jurisdiction.

12.3 Severability

Should any provision of these GTC be invalid or unenforceable, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced by those that most closely reflect the economic purpose of the invalid provision.

12.4 Order of Precedence

In the event of a conflict between these GTC and an individual mandate agreement, the individual mandate agreement shall prevail.

12.5 Amendments

MS GRA reserves the right to amend these GTC at any time. For ongoing mandates, the GTC in force at the time of contract formation shall apply.