General Terms and Conditions

As of January, 2025

Disclaimer: This machine translated document is for information purposes only.
In any case, the German version of our GTC prevails. The German version can be
reviewed here: https://smart2results.com/page3.html

1. Scope
a. These general terms and conditions, hereinafter referred to as "GTC", apply to all
consulting offers and services as well as personnel placement and creation &
implementation of concepts, hereinafter referred to as "consulting services", by
smart2results GmbH CHE- 493.399.878, Managing Director Stephan G. Oehl and
Dominik Kriwet, Bahnhof Park 3 – CH 6400 Baar (ZG) hereinafter referred to as
“smart2results GmbH”, regardless of the content and
legal nature of the consulting services offered or contractually assumed.
b. They are deemed to have been agreed upon acceptance of the service or the offer
from smart2results GmbH by the service recipient.
If the recipient of the service wishes to object to the GTC, this must be declared in
writing within three working days. Deviating terms and conditions of the service
recipient are hereby contradicted. They are not valid unless smart2results GmbH has
acknowledged them in writing.
c. Insofar as consulting contracts or offers from smart2results GmbH contain written
provisions that deviate from these general terms and conditions, the individually
offered or agreed contract rules take precedence over these general terms and
conditions.
d. The GTC also apply to all future offers and services of smart2results GmbH within
the framework of an ongoing business relationship with the service recipient, even
without express inclusion.

2. Participation of the service recipient
All questions from smart2results GmbH about matters relating to the recipient of the
service will be answered by the recipient of the service as completely, accurately and
as quickly as possible. smart2results GmbH will only ask those questions whose
answers may be of importance for the consultation. smart2results GmbH is entitled to
use the results and knowledge acquired from the order within the framework of other
consulting activities, provided that any individual reference to the order is avoided.
smart2results GmbH will also be informed by the service recipient without being asked,
promptly and immediately about such circumstances that could be of importance for
the advice.

3. Acceptance by the service recipient
Results or reports delivered by smart2results GmbH will be accepted by the service
recipient within a period of 5 working days. smart2results GmbH will be informed
immediately in writing of any necessary corrections and change requests. If the
recipient of the service does not respond within this period, the service is deemed to
have been accepted.

4. Invoicing & Terms of Payment
smart2results GmbH is entitled to invoice the service recipient monthly for fees and
expenses, depending on how they are incurred.
If the service recipient is in arrears with the settlement of due invoices, smart2results
GmbH is entitled to stop work on the project until these demands have been met. If
the fee order of a service recipient extends over several months, smart2results GmbH
is entitled to invoice the consulting service provided monthly in arrears. The fee is due
immediately upon receipt of the invoice. The invoices are to be paid without
deductions. In the event of default in payment, smart2results GmbH is entitled to
charge appropriate default interest. In the case of exemption from sales tax for
consulting services of a service recipient based abroad, the sales tax liability is
transferred to the service recipient (reverse charge).

5. Obstacles to performance, delay, impossibility
smart2results GmbH is only in default with its services if certain completion dates have
been agreed as fixed dates and smart2results GmbH is responsible for the delay.
smart2results GmbH is not responsible for, for example, an unforeseeable failure of
the consultant planned for the project, force majeure and other events that were not
foreseeable at the time the contract was concluded and make the agreed service
impossible or unreasonably difficult, at least temporarily. Strikes, lockouts and similar
circumstances that affect smart2results GmbH directly or indirectly are equivalent to
force majeure. If the impediments to performance are of a temporary nature,
smart2results GmbH is entitled to postpone the fulfillment of its obligations for the
duration of the impediment and for a reasonable start-up period. If, on the other hand,
the service becomes permanently impossible due to obstacles, smart2results GmbH
is released from its contractual obligations.

6. Liability
If and to the extent that any errors in advice are based on the fact that the recipient of
the service has not, not fully or not timely fulfilled his obligations to cooperate,
smart2results GmbH shall not be liable. smart2results GmbH cannot guarantee the
success of the cooperation resulting from the consultation. smart2results GmbH is
liable for intentional and grossly negligent breaches of duty up to a maximum total of
CHF 20,000 (twenty thousand) per service recipient. Liability for slight negligence
excluded.

7. Confidentiality
Both contracting parties undertake to treat information about the other contracting
party confidentially, insofar as this is not information that is already known to the public.
smart2results GmbH is to confidentiality of the business secrets of the service recipient
that became known during the execution of the order and maintains confidentiality
about the content and implementation of the cooperation and confidentiality about
business secrets that have become known.
Documents to be created are used exclusively for the execution of the service recipient
order. smart2results GmbH is prohibited from any third-party use. The confidentiality
obligation also applies beyond the duration of the cooperation.

8. Copyright Advisory Materials
All rights, including those of translation, reprinting and duplication, of all analysis,
consulting results or documents of smart2results GmbH, or parts thereof, are
reserved. The contents may not be reproduced - even in part - without the written
consent of smart2results GmbH, in particular processed, duplicated or used for public
reproduction using electronic systems.

9. Governing Law and Jurisdiction
Substantive Swiss law applies (to the exclusion of the Vienna Sales Convention). The
exclusive place of jurisdiction is Zug, Canton Zug.

10. Final Provisions
The ineffectiveness of one of the above conditions does not affect the validity of the
remaining provisions. The ineffective provision is replaced by a legally permissible and
effective one that is suitable for achieving the intended result with the ineffective one.
The same applies to filling in gaps.