General Terms and Conditions (GTC) for Consulting Services Provided by Axxos AG

Scope

These GTC apply to all consulting services offered by Axxos AG (hereinafter: “Axxos”). Axxos reserves the right to adjust these GTC at any time. The version valid at the time the contractual relationship is established (see below) applies. The current GTC can be viewed at any time on the Axxos website. These GTC apply exclusively. If a customer has terms and conditions that overlap with these GTC, the corresponding terms and conditions are expressly rejected in their entirety.

Services

Axxos provides consulting services according to the respective offers or customer agreements. Axxos reserves the right, in exceptional cases, to adjust the agreed contents or propose a new approach if, in Axxos’s assessment, this would achieve the intended goal for the customer more optimally. If offers or customer agreements contain provisions that deviate from these GTC, they take precedence over the GTC.

Mandate Assignment

The customer’s commitment to a specific mandate for consulting services is binding and must be made in writing (signed offer, consulting contract, letter, or email). The contractual relationship between the customer and Axxos is established when the mandate is subsequently confirmed in writing by Axxos (usually by email).

Duration

Mandates for consulting services by Axxos are granted for an indefinite period. They can be terminated at any time. Terminations by the customer must be made in writing (letter or email) and have the following effects:

  • For terminations with a notice period of 10 calendar days or less, the full amount of the estimated costs for the consulting services is due;
  • For terminations with a notice period of less than 30 but more than 10 calendar days, 50% of the estimated costs are due;
  • In all other cases, terminations have no cost consequences.

Terminations of mandates by Axxos are made in writing (letter or email). They are possible at any time with a notice period of 30 days and have no cost or compensation consequences.

Customer Postponements

Postponements of consulting appointments agreed upon within the mandate by the customer require written notice (letter or email) and are generally possible at any time without cost consequences. However, if the entire order is postponed less than one week before the start of the

mandate, an administrative fee of CHF 200 is due, unless the postponement is necessary due to illness or accident. In the event of termination of the entire mandate (see above), the cost regulations defined therein take precedence over the present ones.

Postponements by Axxos

If a consulting appointment agreed upon within a mandate cannot be carried out by Axxos due to force majeure (e.g., accident or illness of the designated Senior Consultant), Axxos will inform the customer immediately, and the parties will attempt in good faith to find an alternative date. Customers who cannot attend an alternative date are free to terminate the mandate. The cost regulations provided for in the event of terminations (see above) do not apply in such cases. If the entire mandate cannot be fulfilled by Axxos due to force majeure, Axxos will inform the customer immediately, and the parties will attempt in good faith to find a mutually satisfactory alternative solution. If this is not successful, the mandate is considered terminated at the time of the aforementioned notification by Axxos.

Confidentiality

Each party to a contractual relationship under these GTC is strictly obligated to maintain confidentiality regarding all information provided to them or their personnel by the other party. This applies regardless of the nature of the information or whether it is transmitted on a data carrier. Information within the meaning of this provision includes all details about specific facts, processes, or circumstances, including assessments, opinions, forecasts, strategies, processes, or formulas. Notwithstanding the foregoing, each party is entitled to disclose, transmit, or make available to third parties information subject to confidentiality if:

  • The other party has given prior consent to the disclosure,
  • The disclosure or transmission of the information is necessary for the provision of the agreed contractual services, or
  • The other party is obliged to disclose due to objective law or official order.

The provision of information within a contractual relationship under these GTC does not affect the ownership and other rights of the parties to the affected information. The obligation to maintain confidentiality under this provision continues after the termination of the respective contractual relationship as long as the affected party has an interest in the confidentiality of the individual information provided to the other party. Deviating or additional regulations (e.g., NDA) regarding confidentiality between the parties are reserved.

Payment Terms

Consulting services are invoiced by Axxos with a payment term of 30 days from the invoice date. In the event of a payment delay, Axxos will initially issue a payment reminder or dunning notice. In cases of continued payment delay, Axxos may take further measures, including suspending the ongoing mandate, taking into account the individual circumstances. The obligation to pay the invoice and any default interest remains unaffected.

Data Protection

If Axxos processes personal data of customers within the meaning of data protection legislation, this is done in compliance with the applicable data protection regulations. The corresponding details are

regulated in the Axxos Privacy Policy, which is an integral part of these GTC. The current Privacy Policy is accessible at: https://www.axxos.ch/en/privacy-policy/

Liability and Warranty

Axxos is always obliged to act within the scope of the respective consulting services under these GTC. Axxos performs these with the utmost care and supports the customer to the best of its ability in achieving the goals ultimately pursued by the customer. Nevertheless, it remains the sole responsibility of the customer to achieve such goals, and Axxos cannot provide any warranty in this regard. Axxos’s liability for damages or reimbursement of expenses, regardless of the legal basis (in particular breach of contract, breach of duties during contract negotiations, and tort), is disclaimed to the extent permitted by law. In addition, Axxos has taken out insurance that covers any remaining liability for damages.

Final Provisions

All contractual relationships to which these GTC apply are subject to Swiss law. In the event of disagreements or disputes, the parties concerned will always first attempt to find an amicable solution. If this is not successful, they have the right to take legal action. The place of jurisdiction is Aarau.

Aarau, 12.03.2025