General Terms and Conditions (GTC) according to the Consulting Agreement of SELLTRIC GmbH

Hereinafter, clauses 1 to 36 of the Consulting Agreement of SELLTRIC GmbH, which according to clause 1.3 of the Agreement constitute its General Terms and Conditions, are reproduced verbatim.

1. CONTRACTUAL BASIS AND VALIDITY OF THE GTC
2. Subject Matter of the Agreement and Scope of Application

1.1. The subject of this Agreement is the provision of consulting and related services (hereinafter „Services“) by the Contractor for the Client, as specified in detail in this Agreement and particularly in the service description (see clause 4 and Annex 1). The Services may include, among other things, analyses, conceptions, project management, software development, implementation support, training, and other specialized support in the IT sector.

1.2. This Agreement, including its Annexes, conclusively regulates all rights and obligations of the parties in connection with the subject matter of the Agreement. It replaces all previous oral or written agreements, correspondences, offers, or understandings between the parties regarding the subject matter of the Agreement, unless they are expressly incorporated into this Agreement as still valid (see also clause 33 „Entire Agreement“). Ensuring that no obligations from preliminary discussions or earlier documents unintentionally persist serves legal clarity and avoids misunderstandings about the agreed scope of services and conditions.

1.3. The provisions contained in this document (clauses 1 to 36) simultaneously constitute the General Terms and Conditions (GTC) of the Contractor and are an integral and binding part of this Agreement.

2. Conclusion of the Agreement

2.1. This Agreement comes into force through the legally valid signature of this contractual document by the authorized representatives of both parties. Alternatively, the Agreement can come into force through the written acceptance by the Client of a specific offer from the Contractor, designated as binding, provided that the offer explicitly refers to the validity of this Consulting Agreement including the GTC.

2.2. Offers made by the Contractor are generally non-binding and without obligation, unless they are expressly designated as binding in the offer text and provided with an acceptance period. Such a time limit protects the Contractor from being bound by conditions that are no longer current due to the passage of time or changed market conditions.

3. Incorporation, Order of Precedence, and Interpretation of Contractual Documents

3.1. By signing this Agreement or accepting an offer in accordance with clause 2.1, the Client confirms having fully read and understood the GTC of the Contractor contained in this document (clauses 1 to 36) and accepts them fully and without reservation. The integration of the GTC directly into the contractual document ensures that the Client had the opportunity to familiarize themselves with their content before or at the time of concluding the Agreement – a fundamental prerequisite for their effective incorporation into the contractual relationship.

3.2. The contractual documents consist of this main Agreement (clauses 1 to 36, which constitute the GTC) and any attached Annexes. In the event of contradictions between individual contractual components, the following order of precedence shall apply: a. Individually negotiated provisions recorded in writing in the main Agreement or in a signed addendum take precedence over the general provisions of this Agreement (GTC). b. The service description (Annex 1), if present, takes precedence over general provisions in the main Agreement insofar as it contains more specific regulations regarding the scope of services. c. The main Agreement (GTC) takes precedence over other Annexes, unless an Annex expressly regulates a specific matter differently and the parties have mutually agreed to this.

3.3. The parties are aware of the ambiguity rule (in dubio contra stipulatorem), according to which ambiguous clauses in pre-formulated contractual conditions may, in case of doubt, be interpreted against the drafter – here the Contractor. The Contractor therefore endeavors to formulate all provisions of this Agreement clearly and unambiguously.

3.4. The parties confirm that the provisions of this Agreement (including GTC) correspond to the customary practices in the industry for IT and software consulting services. It is assumed that no clause is so unusual that the Client could not reasonably have expected it (surprise clause rule). Should a provision nevertheless be assessed as unusual in the aforementioned sense, its inclusion in this contractual document and the explicit consent of the Client ensure that the Client has also taken note of and accepted such a clause

1. SERVICES OF THE CONTRACTOR
2. Detailed Description of Consulting Services

4.1. The consulting services to be provided by the Contractor are either described hereinafter in the Agreement text or result conclusively from the document „Service Description“ attached as Annex 1, which is an integral part of this Agreement. This service description must be clear, precise, and comprehensive to avoid problems in defining the scope of services.

4.2. The service description (Annex 1) should, in particular, cover the following points (to the extent relevant for the specific assignment): a. The overriding objectives of the consultation and the results sought by the Client. b. The specific tasks, activities, and analyses to be carried out by the Contractor. c. The methods, technologies, systems, or processes to be applied, which are the subject of the consultation. d. The concrete work results and deliverables (e.g., reports, studies, concepts, presentations, software prototypes, requirement specifications, process documentations, training materials) to be created by the Contractor and delivered to the Client. e. If applicable, a division of the project into individual phases, each with its own objectives and deliverables. f. Time specifications or milestones for the provision of services, if agreed.

5. Service Provision (Place, Time, Personnel Deployed, Involvement of Subcontractors)

5.1. Place of service provision: Depending on the nature and requirements, the Services will be provided on the Contractor’s business premises, on the Client’s premises, or via remote access (remote work). Specific main places of performance can be defined in the service description (Annex 1).

5.2. Time of service provision: The Contractor provides its Services during business hours or after business hours or weekends. Unless otherwise agreed in writing (e.g., in a Service Level Agreement as part of the service description), the allocation of working hours and resources is at the sole discretion of the Contractor. Specific presence times at the Client’s premises or binding response times for support services must be agreed separately in writing.

5.3. Personnel deployed: The Contractor is solely responsible for the selection, deployment, and qualification of the personnel it uses to fulfill the Agreement. It ensures that the deployed personnel possess the necessary professional competence and experience for the contractually owed tasks. A nominal designation of key personnel in the service description is possible. If a named key person is unexpectedly unavailable (e.g., due to illness or departure), the Contractor will replace them with a person of at least equivalent qualification. Such a replacement will be communicated to the Client; for key personnel critical to the project, the Contractor will – if possible without delaying service provision – obtain the Client’s consent.

5.4. Involvement of Subcontractors or Third Parties: The Contractor is entitled to engage third parties, in particular specialized subcontractors or freelancers, in whole or in part, to fulfill its contractual obligations. However, the Contractor remains fully responsible to the Client for ensuring that the engaged third parties provide the Services in accordance with the Agreement and with the same quality as if the Contractor had provided them itself. The Contractor shall ensure that all engaged third parties are subject to the confidentiality (clause 20) and data protection (clause 21) provisions of this Agreement to at least an equivalent extent.

6. Change Procedure (Change Requests)

6.1. Either party may at any time during the term of the Agreement request in writing changes or extensions to the scope of services, objectives, or deliverables defined in Annex 1 (such a request hereinafter referred to as a „Change Request“). A formalized change procedure ensures that adjustments to changed project requirements are made in a controlled and traceable manner.

6.2. A Change Request must describe the desired change in sufficient detail and, if possible, state the reasons for the change and the expected effects on the project (e.g., on schedule, resource expenditure, costs).

6.3. The Contractor will examine a Change Request submitted by the Client within a reasonable period (typically approx. 5-10 working days, depending on complexity). This examination includes, in particular, technical and operational feasibility, potential effects on schedule and costs (additional or reduced effort), and any necessary adjustments to other contractual conditions.

6.4. After examination, the Contractor will submit a written supplementary offer to the Client for the implementation of the Change Request. This offer will contain a precise description of the proposed changed or additional services as well as the resulting adjustments to the remuneration (based on agreed rates or as a new flat price), the schedule, and other relevant contractual conditions.

6.5. The changes described in the Change Request and the associated adjustments to the contractual conditions will only become effective when the supplementary offer has been accepted in writing by both parties and recorded as a dated addendum to this Agreement, signed by both parties.

6.6. The Contractor is not obliged to begin implementing changes requested by the Client before an agreement according to clause 6.5 has been reached. Until agreement on a Change Request is reached, the Contractor will continue to provide its Services on the originally agreed basis, unless the parties agree in writing to a temporary suspension or adjustment of the work. The effort caused by examining a Change Request may be invoiced separately to the Client if this was agreed in advance or if the examination effort exceeds the usual measure.

7. Acceptance of Work Results (if agreed)

7.1. If the delivery of specific, definable work results (e.g., software modules, written concepts, analysis reports) is agreed in the service description (Annex 1), these are subject to an acceptance procedure. This procedure serves to determine whether the work results essentially correspond to the agreed specifications and quality requirements.

7.2. The Contractor will notify the Client in writing of the completion of a (partial) work result subject to acceptance and make it available for inspection.

7.3. The Client is obliged to carefully inspect the presented work result within ten (10) working days from receipt of the completion notice (inspection period). No later than the expiry of this period, the Client must either: a. declare acceptance of the work result in writing, or b. report any identified material defects in writing and with a detailed description. The defect notification must be formulated so precisely that the Contractor can understand and locate the reported defect.

7.4. A material defect is an error that severely impairs or makes impossible the contractually intended use of the work result or that thwarts the fulfillment of the core requirements defined in the service description. Non-material defects are those that only slightly impair use and whose rectification can take place within the scope of the warranty at a later date.

7.5. Deemed Acceptance: The work result is deemed accepted if the Client, within the inspection period according to clause 7.3, neither declares acceptance in writing nor reports a material defect in due form and time. Likewise, a work result is deemed accepted if the Client uses it productively or makes it available to third parties for productive use without having previously reported a material defect. This regulation is intended to prevent project progress from being blocked by unreasonable delays in acceptance.

7.6. If material defects are identified during the inspection and reported in due form and time, the Contractor is obliged to rectify these defects within a reasonable period. After rectification of the defects, the work result will be presented for acceptance again. The renewed inspection by the Client is limited to checking the rectified defects and their effects; a complete renewed inspection only takes place with regard to the reported points.

7.7. Non-material defects do not prevent acceptance. They will be rectified by the Contractor within the scope of its warranty obligations (see clause 24 ff.). Such minor defects are to be recorded in an acceptance protocol.

7.8. Successful acceptance is a prerequisite for the due date of agreed partial payments, provided this is stipulated in Annex 2 (Remuneration Regulation). Upon completion of acceptance, the warranty period for the accepted work result begins.

III. CLIENT’S COOPERATION OBLIGATIONS

8. General Cooperation Obligations

8.1. The Client is aware that the success of the consulting services and adherence to agreed schedules essentially depend on their timely, complete, and qualified cooperation. The Client therefore undertakes to actively support the Contractor to the best of their ability and free of charge in the provision of the contractual services.

8.2. At the beginning of the cooperation, the Client shall name at least one responsible contact person (project manager or key user) to the Contractor, who is responsible for all matters of this Agreement, possesses the necessary decision-making powers and expertise, and is authorized to make binding decisions on behalf of the Client or to bring them about without delay.

8.3. The Client is responsible for creating all conditions within their own organizational and sphere of influence that are necessary for the proper and efficient provision of services by the Contractor. This includes, in particular, ensuring that necessary decisions on the part of the Client are made in a timely manner and that internal resources are available when needed.

8.4. If the Client fails to meet their cooperation obligations, or fails to do sopunctually or in the agreed manner, and this leads to delays or additional expense for the Contractor, agreed deadlines and timelines shall be extended accordingly. The Contractor may invoice the Client for the resulting additional expense (e.g., waiting times, additional travel or accommodation costs, renewed familiarization) at the agreed or customary rates, after having pointed out the Client’s default and the possible consequences. Further statutory rights of the Contractor (e.g., withdrawal or damages due to the Client’s default) remain unaffected.

9. Information and Provision Obligations

9.1. The Client shall provide the Contractor with all information, documents, data, documentation, and access (e.g., to relevant IT systems, databases, premises) necessary for the conception, execution, and successful provision of the Services in a timely, complete manner, in the agreed form and quality, and free of charge. The Contractor will inform the Client in good time of specific requirements for information or cooperation services to be provided by the Client.

9.2. The Client bears sole responsibility for the accuracy, completeness, and legality of the information, data, documents, and other work materials provided by them. Unless otherwise agreed in writing, the Contractor is not obliged to check the content provided by the Client for factual accuracy or possible legal infringements. However, if the Contractor identifies recognizable inconsistencies or errors, it will point them out to the Client.

9.3. The Client shall immediately inform the Contractor of all circumstances, events, or changes in their business area that become known to them and could be relevant for the Contractor’s service provision, require an adjustment of the agreed scope of services, or could jeopardize the achievement of project goals. This includes, among other things, changes in the IT infrastructure, in relevant business processes, or in the project organization on the Client’s side.

9.4. If services are provided on-site at the Client’s premises, the Client shall provide the Contractor and its personnel with adequate workspaces and the necessary infrastructure (e.g., power supply, network access, access to test and development environments) in functional condition, free of charge. The Client shall ensure that the relevant occupational health and safety regulations are complied with on its premises.

9.5. The Client is responsible for the regular and proper backup of its data. Before the Contractor begins important work on the Client’s systems (e.g., software installations, data migrations), the Client will – unless the creation of a data backup is expressly part of the Contractor’s owed service – create an up-to-date, operational backup of its relevant data

1. REMUNERATION AND PAYMENT MODALITIES
2. Fees

10.1. Unless otherwise agreed in writing in individual cases, the remuneration for the services provided by the Contractor shall be based on the rates and modalities set out in Annex 2 („Remuneration Regulation“) to this Agreement. This Annex is an integral part of the Agreement. A transparent presentation of all remuneration components is essential for a trusting cooperation.

10.2. Remuneration may be composed as follows: a. Time-based fees based on hourly or daily rates, differentiated according to the qualification and role of the Contractor’s personnel deployed (e.g., Junior Consultant, Senior Consultant, Project Manager). b. Flat-rate or fixed prices for clearly defined and delimitable service packages or project phases.

10.3. When billing on a time and materials basis, the Contractor shall keep traceable records of performance (e.g., time sheets or activity reports) which show the activities performed, the time spent thereon, and the respective qualification of the personnel deployed. These records shall be attached to the respective invoices or made accessible to the Client for review.

10.4. Travel times of the Contractor’s personnel to and from the agreed place of performance may be remunerated as working time according to Annex 2, if corresponding regulations are made there.

11. Ancillary Costs and Expenses

11.1. In addition to the fees according to clause 10, the Contractor is entitled to reimbursement of ancillary costs and expenses incurred in the course of providing the services, provided they are demonstrably necessary. These include in particular: a. Travel costs: e.g., train journeys (in [1st/2nd] class), flight tickets ([Economy]/[Business] Class, depending on destination), mileage allowance for use of a private car according to the rates set in Annex 2. b. Accommodation costs of a reasonable amount (mid-range hotel or as agreed). c. Per diems (daily allowances for meals) according to the maximum tax-deductible rates or as specified in Annex 2. d. Costs for materials or third-party services procured on behalf and in the interest of the Client (e.g., acquisition of special software licenses, hardware, external services).

11.2. The Contractor undertakes to exercise economy in the choice of transport and accommodation. Journeys whose costs are disproportionate to the expected total fee will only be undertaken with the prior express consent of the Client.

11.3. For major individual expenses or the procurement of hardware or software for the Client, the Contractor shall obtain the Client’s prior written consent.

11.4. As an alternative to the individual billing of ancillary costs, the parties may also agree on a lump-sum for ancillary costs in Annex 2, which covers all usual ancillary costs.

12. Invoicing, Payment Terms, Default, Value Added Tax

12.1. The Contractor shall regularly invoice the Client for the services rendered and ancillary costs incurred. Unless otherwise stipulated in Annex 2, invoicing shall take place: a. For time and materials billing: monthly in arrears for the services rendered in the respective past month. b. For flat-rate prices: after complete provision of the respective service package or after successful acceptance according to clause 7, or in partial payments according to an agreed payment plan (e.g., 30% upon conclusion of the contract, 40% upon reaching a certain milestone, 30% after final acceptance).

12.2. All invoices from the Contractor are due for payment without deductions within twenty (20) calendar days from the invoice date. The decisive factor for the timeliness of payment is the receipt of the invoice amount in the account specified by the Contractor.

12.3. If the payment deadline is exceeded, the Client shall be in default without further reminder. In the event of default, the Contractor is entitled to demand default interest at a rate of 5% p.a. (or the legally applicable higher default interest rate). The right to claim further damages due to default remains reserved.

12.4. If the Client is in default with a payment, the Contractor is entitled, after written reminder and a reasonable grace period, to suspend or withhold the further provision of services under this and any other agreements with the Client until all due claims have been fully settled. Agreed performance deadlines shall be extended accordingly by the duration of the suspension. Statutory rights of the Contractor in the event of default in payment (including the right to terminate without notice for cause) remain unaffected.

12.5. All prices and remunerations mentioned in this Agreement and its Annexes are net amounts in Swiss Francs (CHF) plus the applicable statutory value-added tax, if any. VAT will be shown separately on the invoices.

12.6. The Contractor is entitled to demand reasonable advance payments or payments on account from the Client – particularly at the beginning of a project or before incurring major expenses in the Client’s interest. The amount and due date of such advance payments shall be specified in Annex 2 or in the individual offer.

1. TERM AND TERMINATION OF THE AGREEMENT
2. Commencement and Duration of the Agreement

13.1. This Agreement shall enter into force on 01.06.2025.

13.2. The Agreement is – at the choice of the parties – either: a. concluded for an indefinite period, or b. concluded for a fixed term of xxx months/years until xxx.

13.3. If a fixed term is agreed in accordance with clause 13.2 b), then, at the choice of the parties, either: a. The Agreement automatically ends upon expiry of the fixed term, without requiring notice of termination. An extension requires a new written agreement. Or: b. The Agreement is automatically extended by a further [Number] months/years after expiry of the original term, unless it is terminated in writing by one of the parties with a notice period of [Number] months before the expiry of the respective term.

14. Ordinary Termination (Notice Periods and Form)

14.1. If the Agreement is concluded for an indefinite period (clause 13.2 a)), it may be terminated ordinarily by either party at any time with a notice period of four weeks in writing. The length of the notice period should be appropriate to the duration and intensity of the cooperation to enable both parties an orderly wind-down.

14.2. In the case of a fixed-term contract with an agreed automatic extension (clause 13.3 b)), the Agreement may be terminated ordinarily in compliance with the notice period specified therein at the end of the current term (initial or extended term).

14.3. Any termination must be in writing to be effective. It is recommended to send termination notices by registered mail to be able to prove receipt. Termination by e-mail is only effective if receipt is confirmed in writing by the receiving party or if the e-mail is provided with a qualified electronic signature.

15. Extraordinary Termination for Cause (Art. 404 CO)

15.1. Notwithstanding any agreed contract term or notice periods, either party may terminate this Agreement at any time for cause without notice (or with a shortened notice period) in writing. The terminating party must state the important reason in the termination notice as concretely as possible.

15.2. An important reason exists in particular if: a. the other party seriously breaches a material contractual obligation and this breach is not remedied within the period despite a written warning with a reasonable deadline for rectification, or if the fulfillment of the obligation is seriously and finally refused; b. bankruptcy or comparable insolvency proceedings are opened or applied for against the assets of the other party, or if the other party becomes insolvent or suspends its payments; c. other circumstances arise which make the continuation of the Agreement unreasonable for the terminating party in good faith (e.g., continued serious breaches of duty or loss of trust); d. the Client defaults on the payment of due remunerations and does not remedy this default in payment within the set period despite a written reminder with a reasonable grace period.

15.3. The parties acknowledge that this consulting agreement, by its nature, can be qualified as a mandate within the meaning of Art. 394 ff. CO (Swiss Code of Obligations). According to Art. 404 para. 1 CO, such a mandate can be revoked or terminated by either party at any time. According to prevailing doctrine and case law, this right of termination is mandatory and cannot be completely excluded by contract.

15.4. If the Agreement is terminated or revoked by a party in exercise of the statutory right under Art. 404 para. 1 CO and the termination occurs at a time that is to be regarded as „inopportune“ for the other party within the meaning of Art. 404 para. 2 CO, the terminating party undertakes to compensate the other party for the resulting damage. In this case of termination at an inopportune time, the parties agree – deviating from a complex individual calculation of damages – on a lump-sum compensation: The terminating party owes the other party a lump sum amounting to [Percentage]% of the remuneration that would have been due if the contract had been performed as agreed until the next possible ordinary contract end date, but at least the remuneration for [one] month. The non-terminating party reserves the right to prove a deviatingly higher damage, to the extent legally permissible. This lump-sum regulation serves to concretize the claim for damages under Art. 404 para. 2 CO within the legally permissible framework, without restricting the mandatory right of termination itself.

15.5. The assertion of claims for damages due to termination at an inopportune time does not affect the validity of the termination as such.

16. Legal Consequences of Termination

16.1. In the event of termination of the Agreement – for whatever reason – the Client shall remunerate all self-contained services provided by the Contractor in accordance with the Agreement and free of defects up to the time of termination, at the agreed conditions. If billing is based on time and effort, all hours and ancillary costs incurred up to termination must be paid. In the case of flat-rate price agreements, a pro-rata remuneration is owed for partial services already rendered and usable by the Client, unless the parties have made a different arrangement for this case.

16.2. Upon termination of the Agreement, each party shall immediately return to the other party all documents, documentation, data carriers, and other work materials provided that are the property of the other party, or verifiably destroy them at the other party’s request, unless statutory retention obligations prevent this.

16.3. Certain obligations arising from this Agreement shall continue to apply beyond its termination. These include, in particular, the confidentiality obligations (clause 20), the data protection regulations (clause 21), the provisions on intellectual property rights (clauses 17-19), and the clauses on applicable law and jurisdiction (clauses 35 and 36).

16.4. At the Client’s request and against separate remuneration at the then-current rates, the Contractor shall support the Client within reasonable limits in the orderly handover of project results and in the familiarization of any successor service provider or internal employees of the Client, in order to ensure as smooth a transition as possible.

1. INTELLECTUAL PROPERTY RIGHTS (IPR)
2. Rights to Pre-existing Intellectual Property

17.1. All intellectual property rights (in particular copyrights, patents, trademarks, designs, know-how, and trade secrets) in methods, processes, software (source and object code), tools, documentation, templates, and other materials that a party has developed or lawfully acquired prior to the conclusion of this Agreement, or that are developed by a party independently of the performance of this Agreement (pre-existing intellectual property), shall remain the sole property of that party.

17.2. Insofar as pre-existing intellectual property of the Contractor is mandatory for the Client’s use in accordance with the Agreement of the work results specifically developed for the Client under this Agreement (see clause 18) and is incorporated into these work results, the Contractor grants the Client a non-exclusive, non-transferable, and non-sublicensable right of use thereto. This right of use is limited in time to the lifespan of the respective work results and in substance to the purpose pursued in the Agreement. Separate remuneration for this right of use is only due if this has been expressly agreed.

17.3. Conversely, for the duration of this Agreement, the Client grants the Contractor a royalty-free, non-exclusive right to use the pre-existing intellectual property contributed by the Client and belonging to them (e.g., logos, software, data) to the extent necessary for the Contractor to provide the contractual services.

18. Rights to Work Results (Creation, Transfer, and Scope of Client’s Rights of Use)

18.1. The parties clarify that the legal classification of consulting services and their results as a work (law on contracts for work, Art. 363 ff. CO) or as a service (mandate law, Art. 394 ff. CO) can be complex in individual cases and entails different legal consequences for the transfer of intellectual property rights. To avoid legal uncertainties, the parties make the following express agreements.

18.2. Ownership of Work Results: All intellectual property rights, particularly copyrights, in the work results newly created specifically for the Client by the Contractor or third parties commissioned by it in the course of fulfilling the Agreement (e.g., analyses, concepts, reports, presentations, individually developed software or software components, designs, documentation – hereinafter „Work Results“) arise upon their creation and remain fully with the Contractor. This also applies if the Work Results were created based on specifications or with the cooperation of the Client.

18.3. Client’s Rights of Use: Upon full payment of all remuneration owed for the respective Work Results, the Client receives a non-exclusive, royalty-free, temporally unlimited, and spatially unlimited right of use to these Work Results. This right of use is limited in content to the Client’s internal business purpose defined in the Agreement or in Annex 1 (Service Description). Any further use – in particular, the modification of the Work Results (unless expressly permitted in writing by the Contractor), disclosure to third parties (except for affiliated companies of the Client with prior written consent of the Contractor), or independent commercial exploitation of the Work Results – requires the prior written consent of the Contractor and may be made dependent on additional, separately agreed remuneration.

18.4. Contractor’s Know-How: The Contractor expressly reserves the right to freely reuse the general, non-confidential know-how acquired in providing the services for the Client, as well as developed methods, techniques, ideas, concepts, and experiences, for its own purposes and for consulting other clients, provided that no confidential information of the Client (according to clause 20) is thereby disclosed and no exclusive rights of the Client to specific results are violated.

18.5. Moral Rights: The personal copyrights of the respective authors in the Work Results remain unaffected, in particular the right to be named as author according to the Swiss Copyright Act (URG). The Contractor will, where customary and appropriate, endeavor to ensure its authorship is acknowledged. The Client will not remove or alter copyright notices or markings on Work Results without the prior consent of the Contractor.

18.6. Warranty of Freedom from Third-Party Rights: The Contractor warrants that it holds all necessary rights to its own pre-existing intellectual property contributed by it and that the Work Results created by it, to the best of its knowledge, do not infringe any third-party intellectual property rights that would prevent their use by the Client in accordance with the Agreement. Should the Client be claimed against by third parties due to the use in accordance with the Agreement of the Work Results delivered by the Contractor for infringement of intellectual property rights, the Client will immediately inform the Contractor. The further handling of such claims (defense, indemnification, damages) is governed by the liability provisions in clause 25 ff. of this Agreement.

19. Specific Regulations for Software (incl. Source Code)

19.1. Source Code: If custom software is newly developed for the Client under this Agreement or existing software is substantially adapted to their needs, the source code of this software remains the property of the Contractor, unless the parties expressly agree otherwise in writing (e.g., handover of the source code and transfer of corresponding rights). Non-disclosure of the source code is the default and serves to protect the Contractor’s essential intellectual property. In this case, the Client only receives the right of use to the executable object code of the software according to clause 18.3.

19.2. Source Code Transfer in Exceptional Cases: A handover of the source code to the Client can be agreed in special cases – e.g., against payment of an appropriate additional remuneration or within the framework of an escrow agreement (deposit of the source code with a neutral trustee) for certain events (such as insolvency of the Contractor or permanent discontinuation of software maintenance without an adequate replacement offer). Such special agreements must be made in writing.

19.3. Standard Software and Third-Party Software: If the Contractor uses standard software or third-party software components in the course of providing services or recommends their use, the license conditions of the respective manufacturer/third-party provider apply exclusively to this software. The Client is responsible for acquiring the necessary rights of use or licenses for such third-party software directly from the manufacturer or authorized sales partner and for complying with the corresponding license conditions. Unless expressly agreed otherwise in writing (e.g., if the Contractor acts as a reseller), the Contractor assumes no warranty and no liability for the performance or functionality of such third-party software.

19.4. Open Source Software (OSS): If the Contractor uses OSS components in the development of software or the creation of other Work Results, it shall inform the Client thereof and ensure that the use of these components complies with the applicable OSS license conditions. The Contractor shall ensure that the use of OSS does not create obligations (especially copyleft effects) that inappropriately impair the proprietary rights to the Work Results created for the Client or to its existing software. The Client acknowledges that the license provisions applicable to the OSS components may also be binding on them. Upon request, the Contractor will provide the Client with a list of the OSS components used and the respective license conditions.

VII. CONFIDENTIALITY AND DATA PROTECTION

20. Confidentiality Obligation

20.1. Both parties undertake to treat strictly confidentially all information and documents disclosed or made accessible to them directly or indirectly by the other party in the context of the initiation, execution, and termination of the Agreement, which are marked as confidential or are recognizable as confidential due to their nature or the circumstances of disclosure (hereinafter „Confidential Information“). Confidential Information includes, in particular, business and trade secrets, financial data, customer and supplier data, pricing, marketing strategies, technical know-how, software (including source code), development plans, prototypes, and all non-publicly known aspects of each party’s business activities.

20.2. The receiving party shall use Confidential Information of the disclosing party exclusively for the purposes of this Agreement and shall not make it accessible to third parties without authorization. Within its own organization, Confidential Information may only be disclosed to those employees and engaged third parties (cf. clause 5.4) who need to know it for the fulfillment of the Agreement (need-to-know principle) and who are themselves contractually or legally obliged to maintain confidentiality to at least the same extent.

20.3. The confidentiality obligation does not apply to information which: a. was demonstrably known to the receiving party prior to disclosure by the other party without any obligation of confidentiality; b. is generally known or becomes generally known without breach of this confidentiality obligation by the receiving party; c. the receiving party has lawfully received from a third party who is not subject to any confidentiality obligation towards the disclosing party; d. was demonstrably developed by the receiving party independently and without recourse to Confidential Information of the disclosing party; or e. must be disclosed due to statutory provisions or enforceable official or judicial orders. In the latter case, the affected party will – to the extent legally permissible and practically possible – inform the other party in writing in advance and limit the disclosure to the necessary minimum.

20.4. The confidentiality obligations shall continue to exist for a further period of five (5) years after termination of this Agreement. For information classifiable as trade or business secrets, the confidentiality obligation shall apply indefinitely as long as this information has not become generally known.

20.5. Upon request of the disclosing party, all Confidential Information originating from it (including any copies) shall be returned to it or verifiably destroyed after termination of the Agreement or even earlier during the term of the Agreement if requested by the disclosing party, provided that no mandatory retention obligations conflict with this.

21. Data Protection (DPA Compliance and Role Allocation)

21.1. Both parties undertake to strictly comply with the applicable provisions of the Swiss Federal Act on Data Protection (FADP) in its currently valid version, as well as any other relevant data protection regulations (e.g., the EU GDPR, where applicable), when personal data is processed in connection with this Agreement. This includes, in particular, compliance with the data protection principles of lawfulness, transparency, purpose limitation, data minimization, accuracy, storage limitation, integrity, confidentiality, and ensuring appropriate data security.

21.2. Roles and Responsibilities: The parties define their data protection roles as follows: a. The Client generally acts as the controller for the processing of personal data of its customers, employees, and other business partners. The Client alone or jointly with others determines the purposes and means of data processing and is primarily responsible for fulfilling the obligations towards the data subjects (e.g., information duties, rights of access). b. The Contractor (SELLTRIC GmbH) acts as a processor within the meaning of Art. 9 FADP, if and to the extent that it processes personal data on behalf and according to the instructions of the Client, for which the Client is responsible under data protection law (e.g., access to the Client’s customer databases for analysis, processing of personnel data within the scope of an HR software project). c. Should the parties in certain constellations jointly determine the purposes and means of data processing, they shall be considered joint controllers with respect to this data processing. In such a case, they shall conclude a separate agreement in advance in accordance with Art. 26 GDPR (analogously applicable) or the corresponding provisions of the FADP, which regulates the respective responsibilities.

21.3. Data Processing Agreement (DPA): Insofar as the Contractor acts as a processor for the Client (according to clause 21.2 b)), the parties shall conclude a written Data Processing Agreement (DPA) before the start of the corresponding data processing, which complies with the requirements of Art. 9 FADP (and, if applicable, Art. 28 GDPR). This DPA shall specify, in particular, the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects, the obligations and rights of the Client (as controller) and the Contractor (as processor), the technical and organizational measures (TOMs) for data protection, regulations on the use of sub-processors, support and cooperation obligations of the Contractor, notifications of data breaches, and regulations on data deletion or return after the end of the contract. The Contractor may provide a model DPA, or the parties may jointly create a corresponding document.

21.4. Technical and Organizational Measures: The Contractor undertakes to take appropriate technical and organizational security measures in accordance with Art. 8 FADP to ensure a level of protection appropriate to the risk for the personal data processed by it within the scope of this Agreement and, in particular, to protect it against unauthorized access, loss, destruction, or other unlawful processing. These include, in particular, suitable access controls, disclosure controls, input controls, job controls, availability controls, and separation controls, as may be described in detail in the DPA.

21.5. Use of Sub-processors: The Contractor may only commission subcontractors (sub-processors) with the processing of the Client’s personal data if the Client has given prior written consent, either generally or in individual cases. In addition, the Contractor must conclude an agreement with each sub-processor that obliges them to at least the same data protection obligations as are stipulated for the Contractor in this Agreement and any existing DPA.

21.6. Support Obligations: The Contractor shall support the Client within reasonable limits in fulfilling its data protection obligations – in particular, in responding to requests from data subjects, in carrying out any necessary data protection impact assessments, and in reporting data breaches to supervisory authorities or data subjects.

21.7. Data Transfer Abroad: Personal data will only be transferred to countries outside Switzerland (or the EEA/EU) if an adequate level of data protection is guaranteed in the recipient country or if suitable guarantees (e.g., EU Standard Contractual Clauses) exist within the meaning of the applicable data protection laws.

21.8. Lawfulness of Data Collection and Transfer: The Client warrants that all personal data made available or accessible to the Contractor by the Client under this Agreement has been collected in accordance with applicable data protection provisions. In particular, the Client ensures that data subjects have been informed about the data processing by the Contractor and – if necessary – valid consents from the data subjects have been obtained. The Client will indemnify the Contractor to the extent legally permissible from all third-party claims (including official fines) arising from a breach of this warranty.

VIII. WARRANTY

22. Principle of Diligent Service Provision

22.1. The Contractor undertakes to perform the assumed consulting services and other contractual tasks with industry-standard diligence, professionally, to the best of its knowledge and belief, and in accordance with the current state of science and technology. It will use qualified and experienced personnel for this purpose.

22.2. For pure consulting services that qualify as a mandate relationship within the meaning of Art. 394 ff. CO, the Contractor exclusively owes diligent action in the interest of the Client, but not a specific economic or technical success – unless such success has been expressly agreed in writing as owed. Advice, recommendations, and analyses are prepared to the best of knowledge and belief; no guarantee is assumed for the occurrence of prognosticated results or expected benefits.

22.3. Insofar as services of the Contractor have a work-contractual character (e.g., creation of specific software, elaboration of detailed implementation-ready concepts, or delivery of other clearly definable work results according to the service description), the Contractor warrants that these work results essentially correspond to the agreed specifications and functionalities and are not afflicted with defects that nullify or significantly reduce their value or suitability for the intended use.

23. Obligation to Inspect and Notify Defects

23.1. The Client is obliged to carefully inspect the services rendered and (partial) work results delivered by the Contractor for any defects immediately upon provision or delivery – or, if acceptance according to clause 7 has been agreed, immediately after acceptance. This obligation to inspect and notify defects is an essential prerequisite for asserting warranty claims.

23.2. Obvious defects, i.e., those recognizable upon careful inspection, must be reported to the Contractor in writing immediately, but no later than within ten (10) working days after receipt of the service or after acceptance, with a detailed description of the defect (for software errors, including reproducible steps).

23.3. Latent defects, which cannot be identified initially despite careful initial inspection, must be reported in writing in the corresponding form immediately, but no later than within five (5) working days after their discovery.

23.4. If the Client fails to carry out the inspection and notify defects in a timely or proper manner according to clauses 23.2 and 23.3, the services and work results shall be deemed approved with regard to the defect in question, and the Client’s warranty rights for this defect shall be excluded (subject to mandatory statutory provisions, e.g., in the case of fraudulently concealed defects). This regulation serves legal certainty and enables the Contractor to react to defects in a timely manner.

24. Scope and Exclusion of Warranty

24.1. If a material defect in a work-contractual work result, for which the Contractor is responsible and which has been reported in due form and time, exists, the Contractor initially has the right and obligation to subsequent performance. Subsequent performance shall, at the Contractor’s discretion, be either by rectification (defect removal) or by replacement delivery (replacement of the defective work result with a defect-free one) within a reasonable period. This shall not result in additional costs for the Client.

24.2. If subsequent performance fails despite at least two attempts, is impossible or unreasonable for the Contractor, or is unjustifiably refused by the Contractor, the Client is entitled to the statutory secondary rights. These include, in particular, the right to an appropriate reduction of the remuneration (reduction) or – in the case of significant defects that considerably impair or make impossible the contractual use of the work result – the right to withdraw from the contract with regard to the defective work result (rescission).

24.3. Exclusion of Warranty: To the extent legally permissible in business transactions between merchants, any further warranty by the Contractor is excluded. In particular, the Contractor assumes no warranty for: a. completely uninterrupted and error-free functioning as well as constant availability of software or IT systems – the parties are aware that complex software can inherently never be completely error-free; b. the achievement of specific economic or other successes that the Client aims for through the use of the consulting services or work results, unless such successes have been expressly agreed in writing as guaranteed; c. defects attributable to improper operation, use, or treatment of the work results by the Client or third parties commissioned by them; d. defects caused by changes, adaptations, or repairs to the work results (especially to delivered software) made by the Client or third parties without the Contractor’s written consent; e. defects due to external influences (such as force majeure, accidents, unsuitable operating environment at the Client’s premises), incompatibilities with hardware or software components not provided by the Contractor, or due to actions of third parties (especially if the client makes unauthorized changes); f. defects in materials, data, or systems provided by the Client.

24.4. Warranty Period: The warranty period for work-contractual work results is twelve (12) months from acceptance according to clause 7 (or, if no acceptance is agreed, from delivery/provision of the work result). For consulting services in the sense of a mandate relationship, the statutory limitation periods for defect claims arising from breach of contract apply. Longer mandatory warranty or limitation periods remain unaffected. No further guarantees or warranties are promised.

24.5. Rectification or replacement delivery shall neither interrupt nor restart the original warranty period; no new warranty period begins for rectified or replaced work results, unless mandatory law provides otherwise or the parties expressly agree to this.

1. LIABILITY
2. Principle of Limitation of Liability

25.1. SELLTRIC GmbH is liable exclusively for intentional and grossly negligent actions. Any liability for slight and medium negligence is fully excluded, to the extent legally permissible (in particular according to Art. 100 CO).

25.2. The Contractor is not liable for the economic success of the consulting services it provides or for decisions made by the Client based on the consultation.

26. Exclusion of Indirect Damages and Liability Cap for Direct Damages

26.1. SELLTRIC GmbH assumes no liability whatsoever for indirect or consequential damages, in particular lost profit, production downtime, data loss, business interruptions, reputational damage, or damages from third-party claims against the Client, to the extent legally permissible.

26.2. Should the Contractor, notwithstanding the foregoing exclusions of liability, be directly liable for direct damages arising from or in connection with this Agreement – for whatever legal reason – the liability of SELLTRIC GmbH per damaging event and in total for all damaging events during the entire term of the Agreement shall be limited to a maximum of the amount corresponding to the fee actually paid by the Client to the Contractor for the services causing the damage during the last six (6) months prior to the occurrence of the damaging event.

26.3. Liability for carefully selected and instructed vicarious agents and subcontractors (auxiliary persons within the meaning of Art. 101 CO) is, to the extent legally permissible (Art. 101 para. 2 CO), fully excluded. The Contractor, however, remains responsible for the proper provision of the contractually agreed main services.

27. Non-Excludable Liability

27.1. The exclusions and limitations of liability agreed in clauses 25 and 26 expressly do not apply to: a. damages caused intentionally or by gross negligence by the Contractor or its employees; b. damages resulting from injury to life, body, or health culpably (negligently or intentionally) caused by the Contractor or its employees; c. cases in which mandatory statutory provisions prescribe further, non-excludable liability (e.g., under the Product Liability Act, PrHG).

27.2. In the exceptional cases mentioned under clause 27.1, the Contractor’s liability shall be governed exclusively by the applicable statutory provisions.

1. FINAL PROVISIONS
2. Written Form

28.1. Amendments, supplements, or the cancellation of this Agreement (including its Annexes and this written form clause) require written form and legally valid signature by authorized representatives of both parties to be valid. Oral collateral agreements, assurances, or other understandings do not exist or are replaced by this written Agreement.

28.2. The written form requirement is also deemed fulfilled by the exchange of documents with qualified electronic signatures (e.g., e-mails with a qualified electronic signature according to Swiss ZertES) or by mutual written confirmation by e-mail, provided the parties subsequently confirm this in writing. For terminations and other particularly important communications, transmission by registered mail is recommended in the interest of proof.

29. Assignment of Rights and Obligations; Legal Succession

29.1. Neither party is entitled to assign or transfer rights or obligations under this Agreement in whole or in part to third parties without the prior written consent of the other party. Consent may not be unreasonably withheld.

29.2. Notwithstanding clause 29.1, the Contractor may transfer rights and obligations under this Agreement to an affiliated company (within the meaning of Art. 963 CO) or in the context of an internal restructuring (e.g., merger, demerger, transfer of assets) or universal succession without the Client’s consent. In such a case, the Contractor will inform the Client in writing in a timely manner. The Client then has an extraordinary right of termination within 30 days of notification if the continuation of the Agreement with the legal successor is objectively unreasonable for them.

30. Prohibition of Set-off (Prohibition of Compensation)

30.1. The Client is not entitled to set off its own claims against the Contractor against due remuneration claims of the Contractor arising from this Agreement, unless the Client’s counterclaim is acknowledged in writing and without reservation by the Contractor, is undisputed, or has been finally determined by a court.

30.2. This prohibition of set-off serves to secure the Contractor’s liquidity.

31. Severability Clause

31.1. Should individual provisions of this Agreement or its Annexes be or become wholly or partially invalid, void, or unenforceable, or should the Agreement contain a loophole, the validity of the remaining provisions shall not be affected thereby.

31.2. In place of the invalid, void, or unenforceable provision or to fill the loophole, the parties undertake to immediately agree on a provision that comes closest to the economic purpose and the presumed common will of the parties at the time of concluding the Agreement regarding the omitted or missing provision and is legally permissible. Until such a new provision comes into force, the legally permissible provision that most closely corresponds to the meaning and purpose of the invalid or missing clause shall be deemed agreed.

32. Force Majeure

32.1. Neither party shall be liable for the complete or partial non-performance or for the delay in performance of its contractual obligations (excluding payment obligations) if the non-performance or late performance is due to events of force majeure. Force majeure exists in the case of unforeseeable, unavoidable events beyond the affected party’s control, which occur after conclusion of the Agreement and temporarily or permanently prevent or make unreasonable the fulfillment of contractual obligations.

32.2. Cases of force majeure include, but are not limited to: natural disasters (e.g., floods, earthquakes, storms), war or war-like conditions, civil war, revolution, riot, terrorist attacks, sabotage, pandemics or epidemics with officially imposed restrictions, embargoes, widespread power or infrastructure failures, general strikes (excluding strikes limited to the affected party’s operations), and serious, unforeseeable official orders or changes in law that directly prevent contract performance.

32.3. The party invoking force majeure shall immediately inform the other party in writing of the nature and extent of the event, the expected duration, and the affected contractual obligations. It will make all reasonable efforts to minimize the effects of force majeure and to resume the performance of its obligations as soon as possible.

32.4. For the duration of the effects of force majeure, the affected performance obligations of the parties are suspended. Agreed deadlines or timelines shall be extended by the period of the hindrance plus a reasonable restart period.

32.5. If the force majeure event lasts uninterrupted for more than sixty (60) days, either party is entitled to terminate this Agreement with immediate effect by written notice to the other party. In this case, services already rendered that are definable and usable by the other party shall be remunerated according to the Agreement. Further claims or damages due to non-performance or termination of the Agreement due to force majeure are excluded.

33. Entire Agreement

33.1. This Agreement (including all Annexes expressly agreed as part of this Agreement) constitutes the entire and final agreement of the parties with respect to the subject matter of the Agreement.

33.2. The Agreement supersedes all prior or contemporaneous oral and written understandings, negotiations, letters of intent, assurances, or agreements of the parties concerning the subject matter of the Agreement, unless they have been expressly incorporated into this Agreement.

34. Notices

34.1. All notices, declarations, notifications, or other correspondence exchanged by the parties under this Agreement (hereinafter collectively „Notices“) must be in writing (letter or confirmed e-mail), unless a stricter form is expressly prescribed in this Agreement (e.g., registered letter for terminations).

34.2. Notices shall be addressed to the addresses and contact persons of the parties stated in the header of the Agreement or to the most recently communicated current contact addresses. Each party will promptly notify the other in writing of changes to its contact details.

34.3. A notice sent by post is deemed received on the third working day after posting (date of postmark), in the case of registered mail at the latest on the day of delivery or the first delivery attempt. An e-mail transmitted notice is deemed received at the time of receipt on the recipient’s mail server, provided this occurs during the recipient’s ordinary business hours; otherwise, at the beginning of the next working day. The sender bears the burden of proof for the receipt of the notice.

35. Applicable Law (Exclusion of UN Sales Convention)

35.1. This Agreement and all rights and obligations of the parties arising therefrom or in connection therewith (including questions of the conclusion, validity, interpretation, performance, or termination of the Agreement) shall be governed exclusively by substantive Swiss law.

35.2. To the extent legally permissible, the conflict of laws rules of Swiss private international law (IPRG) which would refer to foreign law are expressly excluded.

35.3. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention; CISG) is excluded in its entirety.

36. Jurisdiction (Registered Office of the Contractor)

36.1. For all disputes, disagreements, or claims arising from or in connection with this Agreement (including questions regarding the existence, validity, breach, or termination of the Agreement), the competent courts at the Contractor’s registered office in Zug, Switzerland, shall have exclusive jurisdiction.

36.2. Mandatory statutory places of jurisdiction remain reserved. Notwithstanding the foregoing jurisdiction agreement, the Contractor is also entitled to sue the Client at its general place of jurisdiction.

III. Note on the Annexes to the Consulting Agreement

The General Terms and Conditions reproduced above (clauses 1 to 36 of the Agreement) repeatedly refer to Annex 1 („Service Description“) and Annex 2 („Remuneration Regulation“) as integral parts of the agreement (see, for example, clause 4.1 for Annex 1 and clause 10.1 for Annex 2). These Annexes are designed to be individually adapted and completed for each individual client and each specific project. While the GTC define the general legal framework of the cooperation, the Annexes define the concrete operational and commercial details. This modular system of standardized legal bases and individualizable service and remuneration specifications is an efficient model for consulting companies, as it ensures a consistent legal basis across all projects while simultaneously offering the necessary flexibility for different customer requirements. The templates for these Annexes contained in the source document show the structure and the type of information to be recorded there. It is crucial to understand that the numerous placeholders (e.g., for project goals, deliverables, hourly rates, travel cost regulations, payment plans, etc.) represent the actual commercial negotiation points of each contract conclusion. The GTC regulate the „how“ of the relationship, the Annexes the „what“ (scope of services in Annex 1) and the „how much“ (remuneration in Annex 2). Incomplete or unclear completion of these Annexes would make the contract indefinite or ambiguous in essential points.

Below is the structure of these Annexes as provided for in the Consulting Agreement of SELLTRIC GmbH:

Annex 1: Service Description (This Annex is to be created individually for each assignment and filled out in detail. Below is a possible outline example.)

• Project Title:
• Initial Situation and Objectives:
  • Brief description of the Client’s current situation and the problem statement
  • Desired goals to be achieved with the consultation
• Detailed Scope of Services of the Contractor:
  • Phase 1: Analysis & Conception
    • Task 1.1: […]
    • Deliverable 1.1.1: […]
    • Deliverable 1.1.2: […]
    • Task 1.2: […]
    • Deliverable 1.2.1: […]
  • Phase 2: Implementation / Implementation Support (if applicable)
    • Task 2.1: […]
    • Deliverable 2.1.1: […]
    • Task 2.2: […]
    • Deliverable 2.2.1: […]
  • Phase 3: Training & Support (if applicable)
    • Task 3.1: […]
    • Deliverable 3.1.1: […]
• Client’s Cooperation Obligations (project-specific): *
• Schedule and Milestones: (optional)
  • Milestone 1: Description – Target Date: […]
  • Milestone 2: Description – Target Date: […]
• Acceptance Criteria (if different from/supplementary to clause 7 of the main Agreement): *

Annex 2: Remuneration Regulation (This Annex must also be filled out individually upon conclusion of the contract. Below is an exemplary structure.)

• Fee Rates (Billing by time and effort):
  • Senior Consultant / Project Manager: CHF [Amount] per hour / CHF [Amount] per day (8 hours)
  • Consultant: CHF [Amount] per hour / CHF [Amount] per day
  • Junior Consultant / Support: CHF [Amount] per hour / CHF [Amount] per day (The assignment of specific consultants to these categories is made by the Contractor according to their experience and role in the project.)
• Flat-Rate Prices (if agreed):
  • For service package/phase X: CHF [Amount] (Flat price for all services defined in Annex 1 for this package, excluding ancillary costs according to section 3 of this Annex)
  • …
• Ancillary Costs and Expenses: (Supplementary to clause 11 of the Agreement)
  • Travel Costs:
    • Train: Actual costs [1st/2nd] class
    • Flight: Actual costs Economy Class (for intra-European flights) / Business Class (for intercontinental flights, if necessary and agreed)
    • Private Car: CHF [Amount] per km
  • Accommodation Costs: Against receipt, up to max. CHF [Amount] per night (or hotel category [Number]-star)
  • Per Diems (daily allowances for meals during travel):
    • Full day (over 8 hours absence): CHF [Amount] per day
    • Half day (4-8 hours absence): CHF [Amount] per day
  • Other Expenses (materials, special software licenses, etc.): Against receipt and only after prior consent of the Client if individual amount exceeds CHF [Amount].
• Travel Time Remuneration:
  • Travel time to/from the place of performance is remunerated at [Percentage]% of the respective hourly rate according to section 1, but maximally [Number] hours per travel day (if the travel is exclusively for this project).
• Surcharges for Special Working Hours: (if applicable)
  • Work on Saturdays: Surcharge of [Percentage]% on the hourly rate
  • Work on Sundays and public holidays: Surcharge of [Percentage]% on the hourly rate
  • Night work (between [Time] and [Time]): Surcharge of [Percentage]% on the hourly rate (Such assignments must always be agreed in writing in advance.)
• Payment Plan: (for flat-rate prices or longer-term projects)
  • Payment 1: [Percentage]% upon contract signing (advance payment)
  • Payment 2: [Percentage]% upon reaching Milestone X (see Annex 1)
  • Payment 3: [Percentage]% after project acceptance (Exemplary plan – to be specified according to project requirements.)
• Advance Payments: (if provided for)
  • [Specify here if and in what amount an advance payment is to be made at the beginning of the contract or during the project.]
• All amounts mentioned in this Annex are net, plus statutory VAT.

1. Important Note on the Use of these GTC

The present detailed presentation of the General Terms and Conditions (GTC) of SELLTRIC GmbH was prepared according to the request to make this information available for potential use on one’s own website. However, it is crucial to consider the following points:

The GTC reproduced here are specifically tailored to the needs, business model (IT and software development consulting), risk appetite, and legal framework (Swiss law, registered office in Zug) of SELLTRIC GmbH. This is evident in numerous clauses, for example, concerning the definition of services (clause 1.1), intellectual property rights in software (clauses 18, 19), data protection aspects considering the Swiss FADP (clause 21), as well as liability limitations according to the Swiss Code of Obligations (clauses 25-27) and the choice of Swiss law and jurisdiction in Zug (clauses 35, 36).

The direct adoption and use of these GTC for another company, especially without thorough review and adaptation by qualified legal counsel, is associated with considerable risks and is strongly discouraged. The request to be able to „use these GTC on my website“ suggests a common assumption that GTC are generic, interchangeable documents. This is a misconception. The high specificity of SELLTRIC GmbH’s GTC makes them unsuitable and potentially harmful for direct, unadapted reuse by another company, especially if it operates in a different industry, a different legal jurisdiction, or offers different services.