General Terms and Conditions

1 Applicability of the General Terms and Conditions

Gewerbe-Treuhand AG (Gewerbe-Treuhand) is a public limited company with its registered office in Lucerne, Switzerland.

These General Terms and Conditions (GTC) shall apply to all orders placed with Gewerbe-Treuhand and to any legal relationship arising from or in connection with them, including all subsequent instructions or orders by the client. Excluded are the services of Gewerbe-Treuhand in connection with Abacus, to which the separate "Terms of Use for Software-as-a-Service" apply.

These GTC shall only apply insofar as Gewerbe-Treuhand has not agreed otherwise with the client (e.g. in a mandate agreement or the general terms and conditions of use and data protection of Gewerbe-Treuhand when using Microsoft Cloud services). In the event of contradictions between the mandate agreement, the general terms and conditions of use and data protection of Gewerbe-Treuhand for the use of Microsoft cloud services, these GTC and a power of attorney granted by the client, the documents shall prevail in the aforementioned order.

2. client relationship and instructions

Every client-lawyer relationship between Gewerbe-Treuhand and the client must be based on the express consent of Gewerbe-Treuhand.

Every client-lawyer relationship shall be deemed to have been concluded with Gewerbe-Treuhand, even if the client expressly or implicitly intends that the client-lawyer relationship be handled by a specific person. This also applies in particular - but is not limited to - if a power of attorney is issued in favor of a specific person.

Gewerbe-Treuhand accepts instructions from the client or the persons designated by the client for this purpose. The client agrees that Gewerbe-Treuhand is entitled to rely on instructions from such persons.

The client guarantees that Gewerbe-Treuhand receives all relevant information which Gewerbe-Treuhand requires to fulfill the mandate or which is necessary for the timely fulfillment of the mandate. Unless expressly instructed otherwise, Gewerbe-Treuhand shall not verify or check the information it receives from the client or other persons acting on behalf of the client. The client acknowledges that Gewerbe-Treuhand may rely on such information in the performance of the mandate.

If Gewerbe-Treuhand acts for the same client in different matters, the client should not assume that information communicated to one person in a particular matter will also be passed on to other persons involved in another matter. The client is therefore required to communicate all information relevant to a matter directly to the appropriate contact person.

Deadlines are regarded as objectives unless binding deadlines have been expressly agreed.

3 Fees and invoicing

3.1 Hourly rates

Unless otherwise agreed, the client agrees that Gewerbe-Treuhand shall invoice its services according to the time spent. Gewerbe-Treuhand charges for all services rendered within the scope of the mandate, including clarifications, documentation, meetings, travel, etc.

The applicable hourly rate is based on the experience and seniority of the specialists involved. Gewerbe-Treuhand reserves the right to adjust the hourly rates unilaterally on an annual basis.

Unless expressly agreed otherwise in writing, any cost estimate, estimate or indication of expected fees shall only constitute a non-binding estimate. Furthermore, any cost estimates, estimates, information, fixed fees or upper limits for fees shall be understood to be exclusive of expenses, taxes, etc.

3.2 Expenses

In addition to the fee, Gewerbe-Treuhand shall charge a small lump sum to cover general office costs, including postage costs, telephone and fax costs, costs for electronic communication, expenses for photocopies and for the provision of documents, database searches, etc. Gewerbe-Treuhand reserves the right to charge a flat rate for out-of-pocket expenses.

Gewerbe-Treuhand reserves the right to forward any third-party invoices to the client for direct settlement.

Gewerbe-Treuhand is entitled to request services from third parties in the name and for the account of the client, including - but not limited to - translation services and the like, and is authorized to conclude corresponding contracts for such services in the name and for the account of the client.

3.3 Value added tax and foreign taxes and deductions

Unless otherwise stated, all amounts are exclusive of value added tax (VAT). Any VAT payable by Gewerbe-Treuhand shall be invoiced additionally to the client.

Likewise, all applicable foreign taxes and deductions shall be borne by the client or invoiced to the client.

3.4 Invoicing and payment

Unless otherwise agreed, Gewerbe-Treuhand invoices shall be paid within thirty (30) days of issue. The client shall not be entitled to defer the payment obligation and/or offset the claim.

If an invoice is not paid within the specified period, the client shall automatically be in default and may be required to pay statutory default interest. In addition, Gewerbe-Treuhand reserves the right to discontinue its activities for this or any other mandate of the client. Any actions taken by Gewerbe-Treuhand in connection with the enforcement of the payment claim shall be invoiced to the client at the usual hourly rates of the persons commissioned to do so.

The client irrevocably releases Gewerbe-Treuhand and any employees, consultants, attorneys, partners or other persons or Businesses associated with Gewerbe-Treuhand from their professional duty of confidentiality in the event of enforcement measures, court and/or arbitration proceedings to the extent necessary for the pursuit and enforcement of claims for fees and expenses of Gewerbe-Treuhand.

3.5 Advance on costs and payment

Gewerbe-Treuhand may request the client to pay an advance on costs for fees and expenses. Gewerbe-Treuhand reserves the right to increase this advance payment at a later date. Advances on costs shall be carried forward for the duration of the client-lawyer relationship and deducted from the final invoice at the end of the client-lawyer relationship.

4 Confidentiality / Disclosure / Data protection

Gewerbe-Treuhand is subject to professional confidentiality obligations. Gewerbe-Treuhand shall treat all information received from the client which is not generally known as confidential. Nevertheless, the Client agrees that Gewerbe-Treuhand may disclose relevant information in order to protect and/or defend itself in actual or threatened civil, legal or regulatory proceedings or to enforce its claims against the Client pursuant to section 3.4. above. Senior Consultant Fiduciary may also disclose relevant information in confidence to its insurers, insurance brokers, auditors and consultants.

Due to legal provisions to combat money laundering and the financing of terrorism as well as due to sanction provisions, Gewerbe-Treuhand may also be obliged to comply with certain disclosure obligations vis-à-vis the competent authorities. Such obligations take precedence over the professional secrecy obligations of Gewerbe-Treuhand. In this case, Gewerbe-Treuhand shall (where permissible and practicable) inform the client of the request or the need for disclosure.

Gewerbe-Treuhand may outsource certain services (in particular with regard to foreign law) and support services (such as translations, interpreting services, etc.), provided that the support service providers have agreed to confidentiality.

Unless expressly instructed otherwise, Gewerbe-Treuhand is permitted to communicate with employees, consultants or organs of the client's company (or affiliated Businesses) and to exchange information for the purpose of providing services.

It may happen that Gewerbe-Treuhand works for other persons or has certain information concerning such persons who are active in business areas similar to those of the client or whom the client may regard as competitors. Gewerbe-Treuhand is under no obligation to disclose such information to the client.

In order to fulfill its contractual obligations, Gewerbe-Treuhand may disclose client data and information if the client has expressly consented to this, if Gewerbe-Treuhand is legally obliged to do so or if this is necessary for the provision of the services requested by the client. The use of the disclosed data by third parties is strictly limited to the contractually agreed purposes. Gewerbe-Treuhand may systematically record the client data in its own CRM system and use the data to write to the client regarding further services. Furthermore, the rights and obligations of Gewerbe-Treuhand in this regard are governed by the applicable data protection declaration, which can be accessed on the website www.gewerbe-treuhand.ch.

5 Conflicts of interest/relationship with other clients

It may happen that Gewerbe-Treuhand is unable to accept a mandate or must cease its activities for the client due to legal or professional rules if there is a conflict between the obligations of Gewerbe-Treuhand towards the client and other clients or between the interests of Gewerbe-Treuhand and the interests of the client. The client agrees to provide Gewerbe-Treuhand at any time with all information required to conduct a conflict search. In addition, the client is obliged to inform Gewerbe-Treuhand immediately of any circumstances which could constitute a potential conflict of interest in its eyes.

The client acknowledges that, when accepting a mandate, Gewerbe-Treuhand does not guarantee exclusivity with regard to Senior Consultants for a specific industry or market.

Subject to legal and professional rules, Gewerbe-Treuhand may act for other clients in transactions, disputes or other matters in which the Client or entities associated with the Client have an interest, provided that Gewerbe-Treuhand does not breach its duties to the Client in doing so.

6 Communication

Unless expressly instructed otherwise in writing, the client agrees that Gewerbe-Treuhand may use electronic means without encryption to communicate with the client or third parties about the client's affairs. The client acknowledges that communication via electronic means, such as e-mail, fax or Internet-based applications, is associated with risks. In particular, there is a risk that third parties may gain knowledge of the content of communications, that the content of such communications may be infected with computer viruses, manipulated or corrupted, or that such communications may be misdirected, delayed or not received. Gewerbe-Treuhand is not liable for such risks.

Gewerbe-Treuhand instructs clients to carry out their own virus checks on all their systems, data and means of communication.

7 Liability and limitation of liability

Complaints arising from the order placed must be made immediately. Gewerbe-Treuhand shall be entitled to rectify the defect.

Gewerbe-Treuhand shall only be liable for unlawful intent and gross negligence.

The client agrees that any liability claims shall be directed exclusively against Gewerbe-Treuhand. The client hereby declares that he/she will not initiate any legal action or proceedings and waives any corresponding claims against employees, consultants, lawyers, partners or other persons associated with Gewerbe-Treuhand.

Any advice given by Gewerbe-Treuhand is for the exclusive use and benefit of the client and may not be used by the client for any other purpose or used as a basis or disclosed to any other person (except to Senior Consultants of the client, who must have such knowledge but may not rely on such advice) without the prior written consent of Gewerbe-Treuhand.

If the role of Gewerbe-Treuhand is to support the client in coordinating the activities of other consultants of the client, Gewerbe-Treuhand is not responsible for their consulting services. It is the Client's responsibility to ensure that it receives these advisory services, that it takes them into account and that they are suitable for the Client's purposes.

Unless expressly agreed otherwise, Gewerbe-Treuhand shall not be liable for advice on foreign law, i.e. non-Swiss law, nor for tax advice. Gewerbe-Treuhand is also not obliged to update any information already provided by the client.

The liability of Gewerbe-Treuhand is limited to three times the annual fee paid.

8 Complaints

The client may report any complaints to the Responsible Manager. If the matter is not resolved to the satisfaction of the client or if the client has further concerns, the client may address such complaints in writing to any Member of the Executive Board of Gewerbe-Treuhand.

9 Termination

The mandate shall end upon fulfillment or provision of the agreed service, upon expiry of the agreed term or upon termination. The client and Gewerbe-Treuhand shall have the right to unilaterally terminate the mandate relationship and any powers of attorney issued on the basis thereof at any time.

In particular, Gewerbe-Treuhand shall be entitled to terminate the services immediately and without obligation to continue the work commenced in the event of imminent insolvency, outstanding debts that are more than 90 days overdue or over-indebtedness on the part of the client. The same applies if the client demands unlawful conduct from Gewerbe-Treuhand. In all cases, the latter shall be entitled to the fees for the services rendered, irrespective of the non-completion of the work.

The client shall owe Gewerbe-Treuhand the fees, disbursements and expenses incurred up to the time of termination of the mandate as well as those fees, disbursements and expenses necessarily incurred in connection with the termination of the mandate relationship or with the handover of the work to another Senior Consultant of the client's choice.

Gewerbe-Treuhand shall retain the files for a period of 10 years after termination of the client relationship or after completion of an assignment. After expiry of this period, Gewerbe-Treuhand may destroy these files without prior notice.

10 Applicable law and settlement of disputes / severability clause

The legal relationship between the client and Gewerbe-Treuhand shall be governed in all respects by Swiss substantive law.

All disputes arising from or in connection with this legal relationship shall be decided by the ordinary Swiss courts. The place of jurisdiction is Lucerne, Switzerland.

Should one or more provisions of these GTC be declared invalid, the remaining provisions shall remain unaffected. The invalid provisions shall be replaced by legal provisions that are as economically equivalent as possible.

Lucerne, 18.09.2020