General Terms and Conditions ("GTC") of inandon ag, Zurich ("in+on" or "Service Provider")
These General Terms and Conditions ("GTC") apply to all current and future services that inandon ag ("service provider") offers to its clients. The order confirmation and these GTC form the contractual basis for the provision of services by the service provider to the client. The parties may make provisions deviating from these GTC in the order confirmation.
The subject matter of the contract shall be the activities agreed in the order confirmation in the individual case and to be carried out by the service provider. The service provider cannot provide any warranty or guarantee for the occurrence of certain economic events or consequences, even if it provides the customer with advice. For this reason, the service provider cannot make any binding declarations in the form of expectations, forecasts or recommendations regarding the occurrence of specific results, irrespective of the provision of specific work results. Unless deadlines are expressly agreed as binding assurances, they shall be regarded as general targets.
The work as agreed in the contract will be performed with the required expertise and diligence. The service provider may use staff in several jurisdictions (including but not limited to Switzerland and Portugal). The service provider may also include subcontractors to perform the work at its own discretion.
Expert opinions, statements, presentations and the like shall not be binding until they have been legally signed. Interim reports and preliminary work results, the draft nature of which is expressly stated or results from the circumstances, may deviate considerably from the final result and are therefore not binding. The service provider may use suitable third parties to provide the services; these are also subject to the duty of confidentiality in accordance with clause 6. Subsequently agreed changes to the services may result in an adjustment of the fee.
Unless otherwise stated, the deliverables of the service provider do not constitute any form of audit opinion, legal opinion or other similar quality.
All information and documents required for the proper provision of the services must be provided to the service provider by the customer in good time and without being requested to do so. The service provider may assume that the documents and information supplied are correct and complete. Documents and information provided shall not be checked by the service provider for correctness and legality.
The parties may use electronic solutions (e-mail, communication platform, cloud services and similar) for the processing of their services and for communication. During electronic transmission and storage, data may be intercepted, destroyed, manipulated or otherwise adversely affected and may be lost for other reasons or arrive late or incomplete. Each party shall therefore be responsible for taking appropriate precautions to ensure error-free transmission, receipt and storage and to identify elements that are defective in terms of content or technology. The service provider shall take reasonable precautions to ensure that the data processing systems and the customer data are located in Switzerland or a secure third country and that the data is adequately protected against loss and theft. The service provider may procure corresponding services from professional third-party providers. The service provider may make third-party software available to the customer. The conditions are based exclusively on the information provided by the software provider. However, the service provider shall ensure that the software is maintained and updated in accordance with the provider's specifications. The customer acknowledges that the third-party provider may gain access to its data as part of the maintenance. The service provider may charge a usage fee for its IT services or pass on third-party fees. If the service provider transmits data to third parties or authorities on behalf of the customer via electronic portals or in a similar manner, the customer remains responsible for the content of this data. In all these applications, the service provider is responsible for the careful fulfillment of its obligations and compliance with Swiss legal requirements. However, it cannot assume any responsibility for the absolute protection of data and data transmission.
All copyrights and rights of use to all documents, products or other work results created by the service provider as well as the know-how developed or used in the process shall remain with the service provider. The service provider shall grant the customer a non-exclusive and non-transferable right of use for an unlimited period of time for the exclusive personal use of the documents, products and other work results provided to it, including the associated know-how. The transfer of documents, products and other work results or parts thereof as well as individual technical statements by the customer to third parties is only permitted with the prior express written consent of the service provider or if the right to transfer arises from the circumstances. The customer may only use the documents provided to him by the service provider, in particular the binding reports, in their unaltered state or, if he is authorized to do so, pass them on. The same applies to products and other work results, unless their purpose is further processing by the customer. Reference to the existing contractual relationship between the parties, in particular in the context of advertising or as a reference, is only permitted with the mutual consent of both parties.
The service provider is obliged to, and shall procure that its employees, officers and agents, maintain confidentiality with regard to all confidential information of which it becomes aware in the course of the customer relationship. This does not apply to the disclosure of confidential information if the customer has given authorization for the necessary protection of the service provider's legitimate interests, insofar as the respective third parties are subject to an equivalent obligation to maintain confidentiality, or in response to a court or official order (provided the service provider informs the customer as soon as practicable and in any event before such disclosure is made as long as no legal requirements restrict the service provider from doing so). The obligation to maintain confidentiality shall survive the termination of the contractual relationship. This obligation shall not prevent the service provider from carrying out the same or similar orders for other customers.
Each party shall at all times and at its own cost comply with any and all applicable data protection laws. In particular, the service provider warrants and undertakes that it shall and will procure that its employees, officers and agents must:
(a) only use the personal data for the purposes of providing the services under this contractual relationship, or such purposes for which the personal data was disclosed or provided to it;
(b) ensure that the personal data in its possession or control is stored or recorded accurately and completely, and take all reasonable steps to protect the personal data in its possession or control against accidental and/or unauthorized collection, use, access, copying, modification, disclosure, disposal or destruction, or other similar risks, by making reasonable security arrangements including taking all appropriate physical, administrative, procedural, technical and organizational measures;
(c) comply with any request made or direction given by the customer in connection with the obligation of the customer under the applicable data protection laws. If the service provider receives any request or complaint from an individual, the service provider must promptly inform the customer in writing of the request and comply with any reasonable and lawful direction issued by the customer in respect of such request or complaint;
(d) only act on instructions from the customer regarding the processing of any such personal data;
(e) not transfer or process any personal data provided by or obtained from the customer or which the service provider processes on behalf of the customer, outside of countries with adequate data protection laws as defined by the Swiss data protection regulation and the Federal Data Protection and Information Commissioner; and
(f) ensure that there is no act or omission by the service provider and/or any of its employees, officers or agents that causes the customer to be in breach of the applicable data protection laws.
The service provider must immediately notify the customer if the service provider becomes aware of a breach of its obligations under this clause.
As far as the customer uses personal data of the service provider and its employees, officers or agents, the customer has to adhere to the requirements as defined above as well.
The fee shall be set out in the order confirmation. Unless expressly agreed otherwise, the fee shall be based on the Service Provider's applicable hourly rates and the actual time spent. Cost estimates are based on an assessment of the work that will necessarily be required in the future as part of the task and are subject to the customer fulfilling its obligation to cooperate and that there are no significant changes to the assumptions. The starting point for such estimates is the data provided by the customer. Consequently, such cost estimates are not binding for the definitive calculation of the fee. Cost estimates and other details of fees or expenses are exclusive of VAT and cash expenses.
Necessary subsequent changes to the content of the service or changes requested by the client shall result in an appropriate adjustment of the fee. The service provider may demand reasonable advances on fees or expenses and issue interim invoices for work performed and expenses incurred. He may make the provision of further services dependent on the full payment of the amounts claimed. Fee invoices and invoices for expenses are due for payment after expiry of the payment deadline on the fee invoice.
The Service Provider is responsible for the careful fulfillment of the order in compliance with the applicable requirements. The Service Provider shall be liable for damages arising from its services to the extent prescribed by law, namely in the event of unlawful intent or gross negligence. To the extent permitted by law, liability for negligent breach of its obligations shall be limited to a maximum of twice the annual fee for the order in question. If the Customer's conduct is partly responsible for the damage incurred, the Service Provider shall be exempt from liability. In particular, incomplete, contradictory or delayed information and documents as well as information or documents that have not been passed on shall be deemed to be contributory negligence.
The Client shall indemnify and hold harmless the Service Provider from any claims, damages or losses arising from inaccurate, incomplete or misleading information provided by the Client or from breaches of legal or regulatory obligations by the Client.
Neither party shall be liable for failure or delay caused by circumstances beyond its reasonable control.
If the production of a work within the meaning of art. 363 CO has been agreed, the customer shall be entitled to have any defects rectified by the service provider. If the rectification fails, the customer may demand a reduction in price or withdrawal from the contract. Insofar as claims for damages exist beyond this, the limitation of liability pursuant to clause 8 shall apply.
The contract may be terminated by either party at any time in writing and with immediate effect or on the expiry of a specific date (if specifically defined in the contract). In the event of termination, the services provided up to the time of termination of the contract shall be remunerated by the customer. The services rendered shall be paid by the customer on the basis of the reasonable actual time spent and the applicable fee rates plus the expenses incurred. If the contract is terminated at an inopportune time, the terminating party undertakes to compensate the other party for the loss it incurs as a result of the termination of the contractual relationship at an inopportune time. In the event of termination due to a breach of contract by one party, the other party shall compensate the terminating party for the damage incurred as a result of the termination.
In the case of production of a work within the meaning of art 363 CO the legal provisions apply regarding termination of the contract.
The Service Provider reserves the right to refuse or terminate services where compliance concerns arise, including under anti-money laundering, sanctions or regulatory requirements.
Upon termination of the contractual relationship, the service provider shall provide the customer with its documents and data in a form to be agreed or destroy all such information if so requested by the customer (and provide evidence of the destruction of all such information as reasonable). The corresponding services of the service provider are subject to a charge. The service provider is entitled, but not obliged, to retain copies of the customer's documents and data for the purpose of documenting the services provided where required under applicable laws. The customer shall be responsible for the storage of the documents and data and for compliance with the statutory provisions. The service provider shall ensure that it retains its documents and data for a period of ten years as applicable by the law. This clause shall survive the termination of this contractual relationship.
These GTC may be amended by the service provider at any time. If the customer does not reject the new GTC within a period of 60 days after notification, they shall be deemed to have been approved. The order confirmation and these GTC are subject to Swiss law. For all disputes arising therefrom, the parties agree that the exclusive place of jurisdiction shall be the registered office of the service provider. The place of performance is the registered office of the service provider.
Last updated: April 2026
