General Terms and Conditions

1. Basis of the Agreement

We, BAMAT Swiss Marketing, provide our services to our contracting partners exclusively based on our General Terms and Conditions (GTC) in their current version.

As „contracting partner“ in this sense, we understand our customer base, regardless of whether as a client or as a contractor; our GTCs also apply within the framework of pre-contractual legal relationships.

2. Scope

These GTC apply to all contracts and services between BAMAT Swiss Marketing (hereinafter „Company“) and its customers in the areas of:

Strategic Marketing M&A Advisory Financial Advisory Public Affairs & Public Relations Business Development Internet Services

For internet services, the special conditions of BAMAT for Digital Services apply additionally.

3. Consulting Services

The consulting services typically include areas such as strategic marketing, positioning, internet marketing, online reputation, SEO, corporate management, financial consulting, transactions, and controlling. BAMAT provides the services according to the highest professional standards.

BAMAT will comply with all legal and regulatory requirements. For services outside Germany, the customer may need to obtain necessary permits. BAMAT regularly informs the customer about project progress according to the agreed plan.

4. Fees for Business Development, PA and PR, and Other Services

Fees for services such as marketing consulting, business development, public affairs (PA), and public relations (PR) are generally charged based on time spent or an individual flat-rate agreement.

Success-based remuneration is possible if contractually agreed upon. All fees are due regardless of the actual success of the provided service. Additional expenses such as travel, material, or external service costs are charged separately based on actual costs incurred.

The valid fee schedule applies.

5. Transaction

Corporate finance assignments regularly concern the successful completion of a transaction. A transaction under these General Terms and Conditions particularly includes:

Any sale or acquisition of shares (stocks or GmbH shares) or assets; Any conclusion of cooperation agreements, development contracts, license agreements, strategic partnerships, etc.; Any financing or refinancing of a company or an entrepreneur; Any lease of a company or rental of company facilities; Any other economic utilization of a company or parts thereof by third parties.

BAMAT is entitled to the agreed success fee upon the conclusion of any of the above-mentioned transactions, even if not explicitly stipulated in the corporate finance agreement.

6. Transaction Value

The transaction value serves as the basis for calculating the success fee. The transaction value is defined as the total value of services provided to complete the transaction under point 1. These services particularly include:

Payments (e.g., assignment price, purchase price); Payments and other benefits to third parties; Value of assumed liabilities and obligations (effective debt); Value of assumed tax loss carryforwards; Value of exchanged assets (e.g., transfer of shares); Value of contractually granted option rights; Value of regularly recurring services and granted rights.

It is irrelevant which contractual party provides these components.

If the transaction value cannot be determined in the above manner, it will be set at the fair market value of the relevant company.

If the transaction consists wholly or partly of lease, rental, license, usage, cooperation, and similar agreements, the transaction value is calculated based on the consideration within a ten-year period.

7. Success Fees

The success fee is based on the economic value of the transaction. The calculation is based on factors including:

Payments (purchase price, assignment price), Payments and other benefits to third parties, Assumed liabilities, obligations, or loss carryforwards, Value of exchanged assets or contractually granted rights.

If the transaction consists of lease, rental, license, or cooperation agreements, the transaction value is determined based on the consideration for ten years.

8. Contract Conclusion

The contract between the company and the customer is concluded through verbal agreements, email, online forms, signed documents or contracts, or by service receipt and conclusive behavior.

The scope of services to be provided is specified in the respective contract.

The company may also define the service scope in a re-briefing as an order confirmation. The contractor must review it within 10 days and, if not agreed, object in writing. Otherwise, the services are deemed commissioned. Changes or extensions of the service scope require written confirmation by BAMAT.

9. Verbal Orders and Invoice Acknowledgment

Verbal orders are considered binding. Acceptance of the offer may be explicit or through conclusive behavior, such as payment of the first invoice. The customer must review invoices issued by the company within 10 days of receipt. If no written objection is made within this period, the invoices are considered accepted.

If payment is not received within the agreed deadline, the customer is in default without further notice. The company is entitled to charge default interest of 5% per year and dunning fees.

10. Prices and Payment Terms

All prices are in Swiss francs (CHF) plus applicable VAT.

Unless otherwise agreed, invoices are payable within 14 days from the invoice date without deductions.

11. Use of Employees, Subcontractors, and Materials

There is no employment relationship between BAMAT and the customer. The services are provided by BAMAT employees.

BAMAT forwards all instructions to its employees. The customer communicates with BAMAT through the designated project manager. BAMAT provides qualified employees and necessary materials.

12. Non-Solicitation Clause

The customer may not solicit BAMAT employees during the contract. In case of violation, a contractual penalty of 30,000 CHF is due.

13. Customer Cooperation Obligations, Acceptance Default

The customer supports BAMAT in service provision.

The customer is in default if services are not accepted on time. In case of default or lack of cooperation, BAMAT is entitled to claim remuneration.

14. Service Deadlines and Delays

Deadlines and dates are individually agreed. They are non-binding unless expressly stated as „binding.“

Deadlines start after the customer fulfills cooperation obligations and, if applicable, after payment receipt. BAMAT is only in default after an unsuccessful grace period.

15. Confidentiality

Both parties commit to treating all received information confidentially and not disclosing it to third parties.

16. Data Protection

The company processes customer personal data solely for contract execution and in compliance with applicable data protection regulations.

17. Obligations of BAMAT

BAMAT commits to proper and professional execution of services with due diligence and in the best interest of the customer.

18. Liability Limitation

BAMAT is not liable for the success of the provided services. The company is liable for damages caused by willful misconduct or gross negligence. Liability for slight negligence is excluded to the extent permitted by law.

Claims for damages are limited to direct damages and capped at the owed fee. If liability insurance exists, the compensation is limited to the paid insurance benefit.

19. Termination

Both parties may terminate the contract with 30 days‘ notice at the end of the month in writing.

The right to immediate termination for cause remains unaffected.

20. Changes to GTC

BAMAT reserves the right to change these GTC at any time. Changes are communicated in writing and considered accepted if no written objection is made within 14 days.

21. Severability Clause

If any provision is invalid, the validity of the remaining provisions remains unaffected.

22. Final Provisions

In cases of force majeure, service deadlines extend accordingly. Rights and obligations may not be transferred without consent. Swiss law applies; jurisdiction is Zurich.

These GTC are drafted in German and English, with the German version prevailing in case of conflict.