General Terms and Conditions

of X-PM Switzerland Ltd, Kreuzbühlstrasse 20, 8008 Zurich (hereinafter referred to as “X-PM”)

As of 16 June 2025

Scope
1. Unless otherwise agreed in writing, the following provisions (hereinafter referred to as “GTC”) shall form an integral part of the (service) contract concluded between X-PM and the contractual partner. The version valid at the time of conclusion of the contract shall be decisive.
2. Individual agreements between X-PM and the contractual partner, in particular those of the underlying contract, take precedence over the provisions of these GTC.
Provision of services
1. X-PM shall provide its services in accordance with the scope of services individually agreed in the underlying contract.
2. X-PM is obliged to provide its services with the greatest possible care, the necessary expertise and in compliance with industry standards.
3. It is the sole responsibility of X-PM to determine the resources, methods and means necessary for the provision of its services at its own discretion. The contractual partner has no say in this matter.
4. X-PM is entitled to engage and use (external) subcontractors and/or auxiliary persons for the provision of services at its own discretion and to replace subcontractors and/or auxiliary persons at any time with others. X-PM shall inform the contractual partner of the use or replacement of subcontractors and auxiliary persons. The contractual partner is entitled to reject certain subcontractors and auxiliary persons in writing for important reasons within 14 days of receiving the information. Silence shall be deemed a waiver of rejection.
5. In the event that X-PM engages and uses subcontractors and/or auxiliary persons, X-PM is obliged to ensure that subcontractors and auxiliary persons comply with the provisions of the underlying contract and these GTC, in particular that the necessary care, expertise and standards are applied.
6. It is the responsibility of X-PM to coordinate any subcontractors, auxiliary persons and employees of the contractual partner, if necessary.
7. X-PM shall inform the contractual partner about the progress of the service provision and immediately about any difficulties and/or delays that may arise or are to be expected.
Obligations of the Contractual Partner
1. The contractual partner is obliged to provide X-PM with all information and documents required by X-PM for the provision of services immediately after conclusion of the underlying contract, whereby X-PM shall determine which information and documents are necessary.
2. The contractual partner is obliged to provide X-PM with the necessary internal resources (in particular employees) during the provision of services in accordance with X-PM’s specifications.
3. X-PM shall not be liable for delays, restrictions in the provision of services or any damage resulting from the contractual partner’s failure to provide the necessary information, documents and/or internal resources, or from providing them incompletely or late.
Non-solicitation clause
1. The contractual partner undertakes, for the duration of the provision of services by X-PM and for twelve months after its termination, not to commission or employ the subcontractors and/or auxiliary persons engaged and used by X-PM, or persons close to them, either directly or indirectly, to provide the same or similar services, and not to commission or employ the subcontractors and auxiliary persons, or persons close to them, either directly or indirectly, to provide the same or similar services. or assistants engaged and used by X-PM, or persons closely associated with them, either directly or indirectly, to provide the same or similar services, and not to enter into any contractual relationship with the subcontractors and assistants, or persons closely associated with them, either directly or indirectly, for the provision of the same or similar services of any kind.
2. For each individual violation of the non-solicitation clause, the contractual partner shall owe X-PM a contractual penalty of CHF 50,000 (fifty thousand Swiss francs 00/100), whereby any defence is excluded from the outset. Payment of the contractual penalty does not release the contracting party from further compliance with the non-solicitation clause. The right to assert further claims for damages is expressly reserved.
Remuneration
1. All fees are subject to applicable value added tax.
  1. The contractual partner is obliged to reimburse X-PM for all expenses and costs. In particular, the contractual partner is obliged to reimburse X-PM in full for the costs of any subcontractors and/or auxiliary persons.
  2. X-PM is entitled to demand a payment on account at its own discretion or in accordance with the individual agreement before providing the service and to commence providing the service only after payment has been made.
  3. X-PM shall generally issue invoices on the 20th of each month and upon completion of the order.
  4. Advance invoices are due for payment immediately, invoices within ten days. In the event of default, the statutory consequences of default shall apply and X-PM shall be entitled to immediately cease further provision of services. In the event of cessation of service provision, X-PM shall not be liable for any delays or damages.
  5. Direct payments to subcontractors and/or auxiliary persons do not release the contractual partner from its obligation to compensate or pay X-PM.
  6. X-PM is entitled to assign claims against the contractual partner to third parties in whole or in part at any time. However, the contractual partner is prohibited from assigning any claims against X-PM to third parties in whole or in part without X-PM’s prior written consent. Any offsetting of claims by X-PM by the contractual partner is excluded, unless X-PM agrees to such offsetting in writing.
Liability
1. X-PM’s liability for damages and consequential damages is limited to gross negligence and intent. Otherwise, liability is excluded.
2. In any case, liability is limited to the amount of the fees paid by the contractual partner to X-PM in the twelve months preceding the damaging event (excluding expenses and value added tax).
3. The parties are obliged to take out adequate insurance against risks arising from their professional activities (liability insurance) and to provide evidence of this to the other party.
Data protection
1. X-PM is entitled to collect, store and use the data provided to it by the contractual partner within the scope of the provision of services. The data will be stored for the duration of the underlying contract and the statutory retention period.
2. In the event that subcontractors and/or auxiliary persons are engaged, X-PM is entitled to pass on data to them if and to the extent necessary for the provision of services.
3. X-PM is not entitled to pass on data to third parties without the written consent of the contractual partner, unless there is a legal obligation to do so.
Communications

Communications between the parties may be made in writing or by e-mail, unless another form is expressly provided for in the underlying contract or these GTC.

Confidentiality
1. The parties undertake to treat all information and documents exchanged in connection with the underlying contract and their business relationship as strictly confidential, unless and to the extent that there is an obligation to disclose such information. This does not apply to disclosure in the context of asserting claims arising from the contractual relationship between the parties. X-PM is obliged to transfer this confidentiality obligation to any subcontractors and/or auxiliary persons and to ensure that they comply with it.
2. This confidentiality obligation does not apply to information and documents that are not subject to confidentiality, in particular those that are publicly available.
3. This confidentiality obligation shall remain in force indefinitely, even after the termination of the underlying contract.
Amendment of these GTC
1. X-PM may amend these provisions of these GTC in whole or in part. X-PM must notify the contractual partner in writing of any amendments at least 30 days before they are intended to come into force.
2. The contractual partner may object to the notified changes in writing within 14 days of receipt of the notification. In this case, the changes to which the contractual partner has objected shall not come into force. Silence shall be deemed a waiver of objection.
Duration
1. The underlying contract shall commence on the date specified therein and shall end on the date specified therein. The parties may agree to extend the term at any time.
2. The underlying contract may be terminated in writing by either party with one month’s notice to the end of a month. The right to terminate the contract without notice for good cause (agreed services are not provided, not available at the agreed time, quality is not maintained) remains reserved.
3. In the event of termination of the underlying contract, the non-solicitation clause pursuant to Section4 and the confidentiality obligation pursuant to Section9 shall remain unchanged.
Termination
1. Upon termination of the underlying contract, X-PM is obliged to return any confidential documents received from the contractual partner or to destroy them after consultation with the contractual partner.
2. X-PM is permitted to publicly name the contractual partner as a reference.
Final provisions
1. If one or more provisions of this underlying contract or these GTC are or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the invalid or void provision shall be replaced by a new, legally permissible provision that comes closest to the economic significance and effect of the invalid or void provision. The same procedure shall be followed if a contractual loophole becomes apparent.
2. The underlying contract and these GTC are governed exclusively by Swiss law, excluding international private law.
3. The exclusive place of jurisdiction for all disputes arising from or in connection with the underlying contract and these GTC, as well as in relation to the subject matter of the underlying contract and these GTC, including questions of formation, validity, invalidity, binding force, implementation, amendment or supplementation, breach or termination, is Zurich.