General Terms and Conditions

Version 1.1 · Effective date 01.06.2026 · Governing law: Switzerland

These General Terms and Conditions ("GTC") govern all services provided by TransActum SA, Chamerstrasse 117, 6300 Zug, Switzerland, company register number CHE-170.3.052.5616, ("TransActum", "we", "us"), to its clients ("Client"). By entering into a Mandate Agreement or otherwise engaging TransActum’s services, the Client agrees to these GTC in their entirety. These GTC apply exclusively to commercial clients (B2B) and do not govern relationships with consumers within the meaning of Swiss consumer protection law.

TransActum operates the Transition Execution Operating System (TEOS), an AI-assisted platform for orchestrating SME succession processes. These GTC address the specific legal requirements arising from the use of artificial intelligence, automated processing of business-sensitive data, and the recording of communications, topics that are subject to material obligations under the Swiss Federal Act on Data Protection (nFADP/DSG) and, where applicable, the EU AI Act.

1. Definitions

Agreement
The Mandate Agreement (or engagement letter) concluded between TransActum and the Client, incorporating these GTC.
Automated Processing
Any processing of data by computer-assisted or AI-driven means, including scoring, pattern recognition, classification, and predictive analysis, as further described in Section 8.
Client
The legal entity or natural person (in a commercial capacity) that has entered into an Agreement with TransActum.
Client Data
All data, documents, and information provided by or on behalf of the Client to TransActum in connection with the Services, including financial data, corporate documents, and personal data.
Confidential Information
All non-public information exchanged between the Parties in connection with the Services, as further defined in Section 10.
FDPIC
The Swiss Federal Data Protection and Information Commissioner (Eidgenössischer Datenschutz- und Öffentlichkeitsbeauftragter, EDÖB).
Force Majeure Event
Any circumstance beyond a Party’s reasonable control as defined in Section 18.
Mandate Agreement
The specific written engagement letter, order form, or contract signed by both Parties defining the scope, fees, and duration of a specific engagement.
nFADP / DSG
The Swiss Federal Act on Data Protection (Bundesgesetz über den Datenschutz, DSG), as revised and in force since 1 September 2023, and its implementing ordinances.
Personal Data
Any information relating to an identified or identifiable natural person within the meaning of Art. 5(a) nFADP.
Profiling
Any form of automated processing of Personal Data for the purpose of evaluating certain personal aspects of a natural person, within the meaning of Art. 5(f) nFADP.
High-Risk Profiling
Profiling that carries a high risk to the personality or fundamental rights of the data subject, within the meaning of Art. 5(g) nFADP.
Services
The succession orchestration, diagnostics, execution management, and advisory services provided by TransActum through TEOS, as specified in Section 3 and the applicable Mandate Agreement.
TEOS
The Transition Execution Operating System: TransActum’s proprietary AI-assisted platform comprising readiness scoring, interdependency analysis, task orchestration, and stakeholder workflow tools.
TEOS Outputs
All readiness assessments, gap analyses, roadmaps, task lists, scoring results, and reports generated by TEOS in connection with a Client’s engagement.
Third-Party Stakeholders
Lawyers, tax advisors, banks, financial advisors, management personnel, notaries, and other parties involved in the succession process who interact with TEOS under a Client mandate.

2. Scope and Application

2.1These GTC govern all Services provided by TransActum to the Client, unless expressly superseded in writing by a signed Mandate Agreement. In the event of conflict between these GTC and a Mandate Agreement, the Mandate Agreement prevails.

2.2TransActum reserves the right to update these GTC. Material amendments will be communicated to the Client in writing (including by e-mail) at least thirty (30) days prior to the effective date of the amendment. Continued use of the Services after the effective date of an amendment constitutes acceptance of the revised GTC.

2.3These GTC apply to the exclusion of any general terms and conditions of the Client, even if the Client has purported to make acceptance of the Client’s own terms a condition of its engagement.

2.4Deviating arrangements require written confirmation by an authorised representative of TransActum.

3. Services

3.1TransActum provides succession execution orchestration services to SME owners, their advisors, and affiliated stakeholders. TransActum does not provide legal, tax, financial, or investment advice within the meaning of applicable professional regulations. TEOS Outputs are analytical and operational in nature; they do not constitute professional opinions or binding recommendations.

3.2Services are structured across three engagement phases, as further specified in each Mandate Agreement:

  • Phase 1, Diagnostic Mandate: structured interviews, documentation review, and delivery of a Readiness Gap Report scoring the Client across the ten TEOS readiness dimensions;
  • Phase 2, Execution Retainer: ongoing TEOS orchestration, stakeholder workflow management, progress tracking, and decision facilitation on a monthly retainer basis;
  • Phase 3, Performance Fee: success-based compensation tied to completion of ownership transfer or achievement of agreed transaction milestones.

3.3The scope, deliverables, timelines, and fees applicable to each phase are set out in the Mandate Agreement. Services not described therein are outside the scope of the engagement and require a written amendment.

3.4TransActum acts as an independent contractor and process orchestrator. No employment, partnership, agency, or fiduciary relationship is created by these GTC or any Mandate Agreement.

3.5TransActum may engage qualified subcontractors to deliver parts of the Services. TransActum remains responsible for the performance of subcontractors as for its own performance. The identity of key subcontractors will be disclosed upon Client request.

4. Client Obligations

4.1The Client shall cooperate fully and in good faith with TransActum and provide, in a timely and complete manner, all information, documents, access, and decisions necessary for the performance of the Services. TransActum is not liable for delays or deficiencies in performance attributable to the Client’s failure to cooperate.

4.2The Client warrants that all information and documents provided to TransActum are accurate, complete, and not misleading to the Client’s knowledge.

4.3The Client shall ensure that all Third-Party Stakeholders involved in the succession process who interact with TEOS or receive TEOS Outputs have been informed of and accepted the obligations applicable to them under these GTC, particularly regarding confidentiality, data protection, and acceptable use.

4.4The Client shall not use TEOS Outputs for any purpose other than the Client’s own succession planning process, and shall not resell, sublicense, redistribute, or publish TEOS Outputs without TransActum’s prior written consent.

4.5The Client shall designate a primary contact person with sufficient decision-making authority to engage effectively with the TEOS process. Changes to the primary contact shall be communicated promptly.

5. Fees, Invoicing, and Payment

5.1Fees are set out in the applicable Mandate Agreement. All fees are exclusive of value added tax (VAT) and any other applicable taxes or levies, which are borne by the Client.

5.2Phase 1 (Diagnostic Mandate) fees are invoiced upon execution of the Mandate Agreement and are due within fourteen (14) days. Phase 2 (Execution Retainer) fees are invoiced monthly in advance and are due within fourteen (14) days of the invoice date. Phase 3 (Performance Fee) is triggered upon the occurrence of the agreed success event as defined in the Mandate Agreement.

5.3Payments not received by the due date accrue default interest at the rate of five percent (5%) per annum from the due date, without further notice, in accordance with Art. 104 CO.

5.4TransActum may suspend Services upon thirty (30) days’ written notice if invoices remain unpaid beyond the due date. Suspension does not release the Client from payment obligations.

5.5The Performance Fee for Phase 3 is calculated on the basis of the transaction price or valuation agreed in the Mandate Agreement. The detailed upside participation schedule is set out therein. Performance fees are non-refundable once triggered. A Performance Fee shall remain payable if, within twenty-four (24) months following termination of the Mandate Agreement, the Client completes a transaction with a party introduced by TransActum or materially identified through TransActum’s activities, whether directly or indirectly.

5.6Out-of-pocket expenses (travel, notary fees, specialist third-party costs) are reimbursed at cost upon presentation of receipts, unless a flat allowance has been agreed in the Mandate Agreement.

6. Intellectual Property

6.1TEOS, including its readiness framework, the ten readiness dimensions and their scoring logic, constraint-propagation algorithms, execution templates, and any improvements or derivatives thereof, is and remains the exclusive intellectual property of TransActum. Nothing in these GTC or any Mandate Agreement transfers any ownership rights in TEOS to the Client.

6.2TransActum grants the Client a limited, non-exclusive, non-transferable, revocable licence to use TEOS Outputs solely for the Client’s own succession planning purposes during the term of the Agreement. This licence terminates automatically upon termination or expiry of the Agreement.

6.3Client Data and documents provided by the Client remain the property of the Client. The Client grants TransActum a non-exclusive licence to use Client Data to the extent necessary to perform the Services, including feeding Client Data into TEOS for scoring and analysis purposes.

6.4TransActum may use anonymised and aggregated data derived from Client engagements to train and improve TEOS models and algorithms, provided that such data cannot be attributed to or used to identify the Client or any individual. Identifiable Client Data is never used for model training without the Client’s explicit written consent.

6.5The Client shall not reverse-engineer, decompile, reproduce, benchmark, analyse for competitive purposes, derive, replicate, copy, or otherwise attempt to discover, reconstruct, extract, model, or reproduce the methodologies, workflows, readiness frameworks, scoring logic, algorithms, prompts, training structures, source code, system architecture, or intellectual property underlying TEOS.

6.6Any feedback, suggestions, enhancement requests, workflow proposals, scoring modifications, methodologies, or other ideas provided by the Client relating to TEOS shall become the property of TransActum without additional compensation unless otherwise agreed in writing.

6.7System logs, audit trails, workflow histories, scoring histories, process metadata, and operational records generated by TEOS constitute part of the TEOS platform and remain the exclusive property of TransActum.

7. Data Protection

Legal basis: This Section implements TransActum’s obligations under the Swiss Federal Act on Data Protection (nFADP / DSG, in force 1 September 2023), including Articles 19 (duty to provide information), 21 (automated individual decisions), and 22 (data protection impact assessment). Where the Client processes data of EU residents, the EU General Data Protection Regulation (GDPR) may additionally apply.

7.1Each Party shall act as an independent controller with respect to Personal Data it processes for its own purposes. Where TransActum processes Personal Data exclusively on behalf of and under the instructions of the Client (e.g. when the Client provides employee or shareholder data for TEOS input), TransActum acts as a data processor and a Data Processing Agreement (DPA) shall be executed as an annex to the Mandate Agreement.

7.2TransActum processes Personal Data for the following purposes: (a) delivery of the Services; (b) operation and improvement of TEOS (subject to the anonymisation requirement of clause 6.4); (c) invoicing and contract management; (d) compliance with legal and regulatory obligations; and (e) quality assurance and internal training.

7.3TransActum relies on the following legal bases for the processing of Personal Data: (a) performance of the Agreement (Art. 6(1)(b) GDPR, where applicable); (b) legitimate interests of TransActum (Art. 6(1)(f) GDPR, where applicable), specifically the operation of TEOS, process improvement, and fraud prevention; and (c) explicit consent for any processing that constitutes High-Risk Profiling under Art. 5(g) nFADP.

7.4Personal Data is stored on secured Swiss servers. Transfers of Personal Data outside Switzerland are made only to countries that offer an adequate level of protection recognised by the Swiss Federal Council, or subject to appropriate safeguards (standard contractual clauses approved by the FDPIC, or equivalent measures).

7.5Where TransActum uses third-party AI tools or cloud service providers to process Personal Data, it shall ensure that such providers are bound by contractual data processing agreements that: (a) prohibit the use of client data for model training without explicit consent; (b) commit to data residency in Switzerland or the EEA; and (c) implement appropriate technical and organisational security measures.

7.6Data subjects whose Personal Data is processed by TransActum in connection with the Services have the following rights under the nFADP: right of access (Art. 25 nFADP); right of rectification; right of erasure (within statutory limits); right of restriction of processing; right to object to processing; and the right to request human review of automated individual decisions (Art. 21 nFADP). Requests may be directed to privacy@transactum.ch.

7.7Where a processing operation presents a high risk to the personality or fundamental rights of data subjects, TransActum shall conduct a Data Protection Impact Assessment (DPIA) pursuant to Art. 22 nFADP. If the DPIA reveals a residual high risk that cannot be mitigated, TransActum shall consult the FDPIC before commencing that processing operation.

7.8Client Data shall be retained only for as long as necessary to perform the Services, comply with legal obligations, preserve evidence for dispute resolution, or maintain operational records. Unless otherwise required by law, Client Data shall be deleted or anonymised no later than ten (10) years after termination of the engagement.

8. Automated Processing and Artificial Intelligence

Transparency notice (Art. 19 nFADP): TransActum’s TEOS platform processes Client Data and associated Personal Data in a partially or fully automated manner. This Section fulfils TransActum’s transparency obligation under Art. 19 nFADP and provides the information required under Art. 21 nFADP regarding automated individual decisions.

8.1TEOS applies Automated Processing to Client Data to: (a) score the Client’s succession readiness across the ten orthogonal readiness dimensions (ODRL, SAFRL, GLSRL, MORL, PKTRL, FTCRL, MBVRL, PCSRL, IDRL, OTTRL); (b) identify gaps between the current state and the target readiness profile; (c) generate prioritised execution steps, task assignments, and timelines through constraint-propagation logic; (d) detect interdependencies and risks across readiness dimensions; (e) monitor progress and update scoring dynamically as conditions change; and (f) over time, improve TEOS accuracy through pattern recognition across anonymised case data.

8.2In the course of Automated Processing, TEOS may generate profiles relating to the Client’s business, its owner’s decision readiness, organisational maturity, and succession readiness. Such profiles are used exclusively for the purposes set out in clause 8.1 and are subject to the confidentiality obligations of Section 10.

8.3Profiling conducted by TEOS does not constitute High-Risk Profiling within the meaning of Art. 5(g) nFADP provided that it is limited to organisational and business characteristics and does not involve systematic processing of sensitive Personal Data (as defined in Art. 5(c) nFADP) without explicit consent. Where a specific engagement requires processing that would constitute High-Risk Profiling, TransActum will notify the Client and obtain explicit consent prior to commencing such processing.

8.4TEOS Outputs (including readiness scores, gap analyses, execution roadmaps, and task lists) are analytical tools that support human decision-making. They do not constitute automated individual decisions within the meaning of Art. 21 nFADP that produce legal effects or similarly significantly affect the Client. All TEOS Outputs are reviewed by qualified TransActum personnel before being communicated to the Client or Third-Party Stakeholders.

8.5TransActum shall not make decisions that produce binding legal effects on the Client based solely on automated processing without human review. Where TEOS generates outputs that materially influence a recommendation affecting the Client’s legal or financial position, a qualified TransActum professional shall review the output prior to communicating it.

8.6Upon written request, TransActum shall provide the Client with reasonable information regarding the categories of Automated Processing applied to the Client’s data and the general principles underlying TEOS scoring and prioritisation. Nothing in this clause shall require disclosure of proprietary algorithms, source code, model parameters, weighting methodologies, prompts, trade secrets, intellectual property, or confidential know-how.

8.7The Client acknowledges that TEOS Outputs are generated on the basis of the information provided by the Client and are subject to the quality of that input. TransActum does not warrant that TEOS Outputs are free from error or that succession processes managed through TEOS will achieve specific outcomes. See Section 12 for limitations of liability. TEOS Outputs may contain inaccuracies, omissions, assumptions, correlations, recommendations, or predictive assessments generated through Automated Processing. Such outputs are intended solely as decision-support tools and must be independently assessed before implementation.

8.8TransActum will maintain an inventory of all AI systems used in the delivery of Services, classify them by risk level, and assign responsibility for their governance. This inventory is available for inspection upon reasonable written request.

9. Recording and Storage of Communications

9.1TransActum may record oral and electronic communications (including telephone calls, video conferences, online meetings, and written correspondence) between TransActum and the Client, and between TransActum and Third-Party Stakeholders, conducted in connection with the Services ("Communications").

9.2Recordings are made for the following purposes: (a) quality assurance and process improvement; (b) training of TransActum personnel; (c) documentation of instructions, decisions, approvals, and agreements; (d) evidence preservation in the event of disputes; and (e) compliance with regulatory or legal obligations.

9.3Prior to recording any Communication, TransActum will inform all participants that the Communication is or will be recorded. Continued participation following such notice constitutes consent to the recording. Where a participant does not consent to recording, TransActum will offer alternative documentation methods (e.g. written minutes).

9.4The Client confirms, on its own behalf and on behalf of its authorised representatives who participate in Communications with TransActum, that: (a) it has been informed of and consents to the recording of Communications for the purposes stated in clause 9.2; and (b) it will inform its own personnel and Third-Party Stakeholders of this recording practice before including them in Communications with TransActum.

9.5Recordings and associated metadata are stored on secured Swiss servers for a minimum period of ten (10) years from the date of the Communication. Recordings required for pending legal proceedings or regulatory inquiries are retained until final resolution. All other recordings are securely deleted or irreversibly anonymised at the end of the applicable retention period.

9.6Access to recordings is restricted to TransActum personnel with a demonstrable operational need. Recordings are not disclosed to third parties except: (a) to subcontractors bound by equivalent confidentiality obligations; (b) as required by applicable law or a binding order of a competent authority; or (c) with the explicit consent of the Client.

9.7Recordings and their content constitute Confidential Information to the extent they contain information qualifying as such under Section 10.

10. Confidentiality

10.1"Confidential Information" means all non-public technical, commercial, financial, strategic, and operational information disclosed by one Party to the other in connection with the Services, including TEOS Outputs, Client Data, succession plans, ownership structures, financial data, TEOS architecture and algorithms, and the content of Communications.

10.2Each Party shall: (a) hold the other’s Confidential Information in strict confidence; (b) not disclose it to third parties without prior written consent, except to Representatives who need it for the Services and are bound by equivalent obligations; (c) use it exclusively for the purpose of the Services; and (d) promptly notify the other Party of any suspected or actual breach.

10.3The confidentiality obligation does not apply to information that: (a) is or becomes publicly available without fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party; or (d) must be disclosed by law or regulatory order, subject to prior written notice where permitted.

10.4Confidentiality obligations survive termination of the Agreement for a period of five (5) years. Notwithstanding the foregoing, trade secrets, proprietary methodologies, readiness frameworks, scoring models, algorithms, and confidential know-how shall remain protected for so long as they retain trade secret status under applicable law.

11. Representations and Warranties

11.1TransActum represents and warrants that: (a) it has full authority to enter into the Agreement; (b) it will perform the Services with reasonable professional skill and care; (c) TEOS operates in compliance with applicable Swiss data protection law; and (d) it maintains adequate technical and organisational measures to protect Client Data.

11.2The Client represents and warrants that: (a) it has full authority to enter into the Agreement; (b) all information and documents provided are accurate and complete to the best of its knowledge; (c) it has obtained all necessary authorisations to share Personal Data with TransActum; and (d) its use of the Services and TEOS Outputs complies with applicable law.

11.3TransActum does not warrant that the Services or TEOS Outputs will achieve any specific succession outcome, transaction valuation, or business result. All TEOS Outputs represent analytical assessments based on available information and are subject to inherent limitations of any forecasting or scoring methodology.

12. Limitation of Liability

Swiss law note: Liability for wilful misconduct (Vorsatz) and gross negligence (grobe Fahrlässigkeit) cannot be excluded in advance under Swiss law (Art. 100 CO). The limitations in this Section apply to the maximum extent permitted by applicable law.

12.1TransActum’s aggregate liability under or in connection with the Agreement shall not exceed the greater of: (a) the total fees paid by the Client to TransActum during the twelve (12) months preceding the event giving rise to the claim; or (b) CHF 50,000.

12.2TransActum shall not be liable for: (a) indirect, consequential, special, incidental, or punitive damages; (b) loss of profit, revenue, business, or goodwill; (c) loss of data or information; or (d) the acts or omissions of Third-Party Stakeholders, regardless of whether such loss was foreseeable.

12.3The limitations in clauses 12.1 and 12.2 do not apply to liability: (a) for wilful misconduct or gross negligence; (b) for personal injury or death caused by TransActum’s negligence; or (c) that cannot be excluded by mandatory Swiss law.

12.4TransActum is not liable for any succession failure, transaction shortfall, business disruption, or governance deficiency that arises from factors outside TransActum’s control, including the Client’s failure to cooperate, incomplete or inaccurate information provided by the Client, decisions made by Third-Party Stakeholders, or market conditions.

12.5TEOS Outputs do not substitute for professional legal, tax, financial, or strategic advice. The Client is solely responsible for decisions made on the basis of TEOS Outputs. TransActum expressly disclaims liability for decisions taken by the Client or any third party in reliance on TEOS Outputs.

13. Indemnification

13.1The Client shall indemnify, defend, and hold harmless TransActum and its officers, employees, and subcontractors against any claims, losses, damages, penalties, or costs (including reasonable legal fees) arising from: (a) the Client’s breach of these GTC or the Mandate Agreement; (b) the inaccuracy or incompleteness of Client Data; (c) the Client’s violation of applicable law; or (d) claims by Third-Party Stakeholders relating to the Client’s instructions or decisions.

14. Term and Termination

14.1These GTC remain in force for the duration of all active Mandate Agreements. Each Mandate Agreement specifies its own term.

14.2Either Party may terminate a Mandate Agreement for convenience by providing thirty (30) days’ prior written notice. In such event, the Client remains liable for: (a) all fees accrued through the date of termination; (b) Phase 1 and Phase 2 fees already invoiced; and (c) any Performance Fee earned prior to termination.

14.3Either Party may terminate a Mandate Agreement immediately upon written notice if the other Party: (a) commits a material breach that remains uncured for fifteen (15) days after written notice; (b) becomes insolvent or subject to insolvency proceedings; or (c) engages in wilful misconduct or fraudulent conduct.

14.4Upon termination: (a) each Party shall return or destroy the other’s Confidential Information; (b) the Client’s licence to use TEOS Outputs terminates, except for TEOS Outputs already incorporated into the Client’s own business planning; and (c) all payment obligations accrued prior to termination remain enforceable.

14.5Sections 6.1, 6.4, 7, 9, 10, 12, 13, 16, 17, and 19 survive termination of the Agreement.

15. Data Breach and Security Incidents

15.1TransActum shall maintain appropriate technical and organisational measures to protect Client Data against unauthorised access, loss, alteration, or disclosure, commensurate with the sensitivity of the data and current industry standards.

15.2In the event of a Personal Data breach that poses a risk to the rights of data subjects, TransActum shall notify the Client without undue delay and, where required by the nFADP, notify the FDPIC. The notification shall include: (a) a description of the nature of the breach; (b) the categories and approximate number of affected records; (c) the likely consequences; and (d) the measures taken or proposed to address the breach.

15.3The Client shall promptly notify TransActum of any actual or suspected security incident involving Client systems that could compromise Client Data held by TransActum.

16. Conflict of Interest

16.1TransActum shall promptly disclose to the Client any actual or potential conflict of interest that arises during the engagement. Where a material conflict cannot be resolved, TransActum shall withdraw from the affected part of the engagement.

16.2TransActum shall not simultaneously represent the interests of a buyer and the Client (as seller) in the same succession transaction without the explicit written informed consent of both parties.

16.3The performance fee structure of Phase 3 is designed to align TransActum’s incentives with the Client’s outcome. The Client acknowledges that TransActum’s upside participation creates a shared interest in maximising transaction value.

16.4During the term of the Agreement and for twenty-four (24) months thereafter, the Client shall not knowingly circumvent TransActum in connection with any buyer, investor, successor candidate, financing source, lender, advisor, strategic partner, or stakeholder introduced or materially engaged through the activities of TransActum for the purpose of avoiding fees payable under the Agreement.

17. Anti-Corruption and Compliance

17.1Each Party represents that it complies with all applicable anti-bribery and anti-corruption laws, including the Swiss Criminal Code provisions on bribery (Art. 322ter et seq. SCC) and, where applicable, the OECD Anti-Bribery Convention.

17.2TransActum complies with applicable anti-money laundering regulations where required for its activities. The Client confirms that the funds used to pay TransActum fees originate from legitimate sources.

17.3Each Party shall conduct its activities in compliance with applicable sanctions and export control regulations.

18. Force Majeure

18.1Neither Party shall be liable for failure or delay in performance to the extent caused by a Force Majeure Event, defined as any event beyond the affected Party’s reasonable control, including natural disasters, pandemics, government measures, war, cyber-attacks on national infrastructure, or prolonged failures of third-party telecommunications infrastructure.

18.2The affected Party shall notify the other Party promptly upon becoming aware of a Force Majeure Event, describing its nature and expected duration, and shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

18.3If a Force Majeure Event prevents performance for more than sixty (60) days, either Party may terminate the affected Mandate Agreement on written notice without further liability, except that the Client shall pay fees for Services performed prior to the event.

19. Governing Law and Dispute Resolution

19.1These GTC and all Mandate Agreements are governed by substantive Swiss law to the exclusion of conflict of law provisions. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

19.2The Parties shall attempt to resolve any dispute arising out of or in connection with these GTC or a Mandate Agreement by good-faith negotiation within thirty (30) days of written notice by one Party to the other.

19.3If the dispute is not resolved by negotiation, it shall be finally settled by the competent ordinary courts of the Canton of Zug, Switzerland. Each Party irrevocably submits to the exclusive jurisdiction of those courts.

19.4As an alternative to court proceedings, the Parties may by written agreement submit any dispute to binding arbitration under the Swiss Rules of International Arbitration of the Swiss Arbitration Centre, with a sole arbitrator, the seat of arbitration in Zurich, and the language of proceedings in English or German.

20. Miscellaneous

20.1Entire Agreement. These GTC, together with the applicable Mandate Agreement, constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior discussions, representations, and agreements.

20.2Amendments. Amendments to a Mandate Agreement require a written instrument signed by authorised representatives of both Parties. Amendments to these GTC are governed by clause 2.2.

20.3Severability. If any provision of these GTC is found invalid, illegal, or unenforceable, the remaining provisions remain in full force. The invalid provision is replaced by a valid provision that most closely achieves the original commercial intent.

20.4No Waiver. Failure or delay in exercising any right under these GTC shall not constitute a waiver. Rights may be waived only by written instrument.

20.5Assignment. The Client may not assign or transfer any rights or obligations under these GTC or a Mandate Agreement without TransActum’s prior written consent. TransActum may assign its rights and obligations to an affiliate or a successor entity upon thirty (30) days’ written notice.

20.6Notices. Notices shall be in writing and delivered by: (a) hand; (b) courier; (c) registered mail; or (d) e-mail with confirmed receipt, to the addresses stated in the Mandate Agreement. Notices are effective upon confirmed receipt.

20.7Language. These GTC are issued in English. A German translation may be provided for reference. In the event of any inconsistency, the English version prevails.

20.8Counterparts and Electronic Signatures. Mandate Agreements may be executed in counterparts. Electronic signatures that qualify as qualified electronic signatures under the Swiss ZertES or the EU eIDAS Regulation are accepted as equivalent to wet ink signatures.

20.9No Third-Party Rights. These GTC do not create any rights in favour of third parties, including Third-Party Stakeholders, unless expressly stated.

Annexes

  • Annex A: Data Processing Agreement (DPA)
  • Annex B: Mandate Agreement Template
  • Annex C: Privacy Notice (Art. 19 nFADP)