General Terms of Engagement

Section 1 Scope of Application

1.1 These General Terms of Engagement (hereinafter the "Terms") apply to all contracts, engagements, mandates, offers, pre-contractual relationships, and ancillary services between Kanzlei Meyers & Partner AG (hereinafter the "Company") and its clients (hereinafter the "Client"), unless expressly agreed otherwise in text form in an individual case.

1.2 Contracts and engagements are concluded exclusively with principals, customers, and clients who act as entrepreneurs, companies, freelance professionals, merchants, institutional investors, family offices, or otherwise in the exercise of a commercial or independent professional activity. By placing an engagement, accepting an offer, using the services, or paying an invoice, the Client, customer, or principal confirms that it is an entrepreneur and is not acting as a consumer. Where there are several Clients, this confirmation applies to each Client. The Company is not obliged to provide services to consumers and may refuse, suspend, or terminate an engagement if consumer status only becomes apparent subsequently. Mandatory, non-waivable consumer protection provisions remain unaffected in the individual case.

1.3 Conflicting, deviating, or supplementary general terms and conditions of the Client shall not become part of the contract, even if the Company does not expressly object to them, renders services without reservation, or refers to a communication from the Client.

1.4 Individual agreements (in particular offers, engagement confirmations, and mandate agreements) take precedence over these Terms. In all other respects, these Terms also apply to all future engagements without the need for them to be incorporated again.

1.5 The Company is entitled to request evidence of entrepreneur status, authority of representation, beneficial owners, register data, tax data, proof of identity, and compliance, KYC, sanctions, and source-of-funds documentation before accepting or continuing an engagement. Until such evidence has been provided in full and plausibly, there is no obligation to render services.

Section 2 Subject Matter and Scope of the Engagement

2.1 The Company's services consist of, in each case within the scope of the valid license and applicable law, tax advice, tax compliance, bookkeeping, accounting, audit-related services, support for and representation before tax authorities, as well as related ancillary and coordination services, in particular in cross-border matters. The specific scope of services results exclusively from the relevant engagement or mandate agreement.

2.2 The Company provides advisory services. It owes professional and proper performance, but not any particular economic, fiscal, legal, or official outcome. Assessments are based on the legal situation, administrative practice, and the information provided by the Client known at the time the service is rendered.

2.3 Deadlines, schedules, effort estimates, economic assessments, tax forecasts, and other assumptions are binding only if they are expressly designated as binding in text form. Statutory, official, or bank-side processing times are beyond the Company's control.

2.4 Advice on foreign law is provided on the basis of the agreed engagement scope and does not replace advice or representation by a professional admitted to practice in the relevant jurisdiction where such admission is mandatory. Representation before authorities, courts, banks, or other bodies is owed only where expressly agreed and within the legally permissible scope.

2.5 The Company is entitled to engage qualified third parties, cooperation partners, technical service providers, or locally admitted professionals to perform the engagement. For independent third-party services, the Company is liable only for careful selection, unless mandatory law prescribes more extensive liability.

2.6 Any extension, modification, or resumption of the subject matter of the engagement requires a separate agreement. Without an express agreement, there is no obligation to continuously monitor, review, update, or subsequently adjust work results already delivered.

2.7 There is an obligation to review the accuracy, completeness, plausibility, or legal admissibility of documents and information provided by the Client or third parties only where this has been expressly agreed.

2.8 The Company renders services exclusively within the applicable professional, register and supervisory framework. The specific scope of advice, representation and services results exclusively from the engagement or mandate agreement.

Section 3 Client's Duties to Cooperate

3.1 The Client is obliged to cooperate in the performance of the engagement actively, completely, correctly, in an orderly manner, and in a timely manner at all times. The Client shall provide all required documents, records, information, access, powers of attorney, proof of identity and corporate existence, and information without being requested to do so and in a usable form.

3.2 The Client shall inform the Company without undue delay of all events and circumstances that may be relevant to the performance of the engagement, deadlines, risks, tax classification, economic assumptions, or official proceedings. The Company may assume that the information provided is accurate, complete, and up to date.

3.3 If the Client fails to fulfill its duties to cooperate, or fails to do so in a timely or proper manner, the Company is entitled to adjust, postpone, or suspend services, deadlines, and appointments at its reasonable discretion. Any additional expense, waiting times, restart costs, and third-party fees may be charged separately.

3.4 The Company is not liable for delays, disadvantages, sanctions, interest, fines, missed deadlines, rejections, or other consequences resulting from inaccurate, incomplete, late, or unusable information provided by the Client. The Client shall indemnify the Company against any resulting third-party claims.

3.5 The Client is obliged to review work results, drafts, calculations, and recommendations for action without undue delay and to communicate any ambiguities, recognizable errors, or need for changes in text form.

Section 4 Confidentiality and Non-Disclosure

4.1 The Company shall maintain secrecy regarding confidential information that becomes known to it in the course of the engagement, unless the Client releases it from this obligation or statutory, regulatory, official, judicial, professional, or supervisory disclosure obligations exist.

4.2 The duty of confidentiality does not apply to information that is publicly known, was already lawfully known to the Company, was lawfully disclosed by third parties, or becomes publicly known without any breach by the Company.

4.3 The Company may involve employees, affiliated companies, commissioned third parties, cooperation partners, insurers, legal and tax advisors, payment service providers, debt collection service providers, IT service providers, and other vicarious agents to the extent necessary and may pass on information to them insofar as this is necessary for the provision of services, billing, enforcement of rights, quality assurance, or risk management.

4.4 The Company may use anonymized or aggregated insights, patterns, benchmarks, and empirical values from the engagement for internal purposes, product development, training, and general advice, provided that the Client cannot be identified therefrom.

Section 5 Data Protection

5.1 The Company processes personal data of the Client and of the persons designated by the Client in the course of performing the engagement, mandate administration, communication, billing, compliance, enforcement of rights, and quality assurance in accordance with the applicable data protection provisions, in particular GDPR and Swiss data protection law where their requirements are met.

5.2 The Client ensures that it is entitled to transfer personal data to the Company, that the data subjects have been properly informed, and that the necessary consents, legal bases, or other grounds for permission are in place. The Client shall indemnify the Company against any claims arising from a breach of these obligations.

5.3 Insofar as the Company processes personal data on behalf of the Client and a separate data processing agreement is required by law, the parties shall conclude a corresponding agreement. Until then, the Company is entitled to carry out the data processing necessary for this purpose in order to perform the contract, insofar as this is legally permissible.

5.4 The controller for the data processing is the respective engaged Company. The contact for data protection matters and data subject rights is the e-mail address for legal notices stated in the header of this document.

5.5 The data processed includes, in particular, master, contact, communication, contract, billing, payment, tax, financial, corporate, register, KYC, compliance, sanctions, power-of-attorney, identity, and mandate data, as well as documents provided by the Client, conversation contents, technical metadata, recordings, transcriptions, and AI-assisted summaries of meetings, insofar as these are necessary or expedient for performing the engagement or for the purposes set out below.

5.6 The purposes of processing are, in particular, the initiation, acceptance, performance, administration, and billing of the engagement, communication, scheduling and task tracking, documentation, quality assurance, internal organization, KYC, AML, sanctions, and other compliance checks, fulfillment of statutory, regulatory, and official obligations, enforcement of rights, legal defense, risk management, IT security, and securing of evidence.

5.7 Processing is carried out, depending on the circumstances, for the performance of pre-contractual measures and contractual obligations, for the fulfillment of statutory or regulatory obligations, on the basis of legitimate interests of the Company or third parties, on the basis of consent insofar as such consent is mandatorily required, or on the basis of other grounds for permission permissible under applicable law.

5.8 Recipients or categories of recipients may include, in particular, employees, affiliated companies, cooperation partners, external legal, tax, and business advisors, auditors, banks, payment service providers, authorities, courts, registries, insurers, debt collection and legal enforcement service providers, as well as IT, cloud, hosting, e-mail, video, transcription, AI, translation, and other technical service providers. A transfer to other countries may take place insofar as this is necessary or expedient for the engagement, the systems used, compliance, enforcement of rights, or statutory obligations.

5.9 Personal data is stored for as long as is necessary for the mandate, documentation, billing, compliance, evidence, enforcement of rights, legal defense, statutory retention obligations, or legitimate business interests. Recordings and transcriptions are not necessarily produced; insofar as they are produced, they may be stored, analyzed, archived, or deleted in accordance with these criteria.

5.10 Data subjects may, insofar as provided for under applicable law, request information, rectification, erasure, restriction, objection, portability, or withdrawal of consent. The Company may refuse or restrict requests insofar as statutory, contractual, professional, compliance, evidentiary, or legal-defense grounds conflict therewith. The Company takes appropriate technical and organizational measures to protect personal data.

5.11 Insofar as the Client transfers personal data of employees, corporate officers, shareholders, beneficial owners, advisors, relatives, or other third parties, it acts as a controller in its own right and ensures that these persons have been properly informed and that the transfer to the Company is permissible.

Section 6 Fees and Remuneration

6.1 The nature, scope, remuneration, currency, retainer, flat fees, hourly rates, expenses, VAT, and payment terms are governed by the respective mandate agreement, the offer, the engagement confirmation, the invoice, or an annex or fee schedule referenced therein. If no remuneration has been agreed or stated, reasonable remuneration based on the time spent, difficulty, importance, and risk of the engagement shall be deemed agreed.

6.2 Cost estimates, budget figures, effort estimates, and information on the anticipated time required are non-binding unless they are expressly designated as a binding fixed price in text form. Additional, modified, or repeated services are to be remunerated separately.

6.3 The Company may demand reasonable advances, retainers, or installment payments and may make its activity, the continuation of the engagement, or the release of work results that are not mandatorily to be released conditional upon full payment thereof. Unless expressly agreed otherwise, retainers and flat fees are remuneration for availability, capacity commitment, and processing and are not automatically refunded.

6.4 Expenses, travel time, external costs, translations, certifications, register, official, bank, courier, software, and third-party fees are charged separately. The Company is entitled to pass on external costs with a reasonable handling surcharge, unless this is expressly excluded in the individual case.

6.5 Unless stated otherwise, all amounts are exclusive of sales tax, VAT, withholding tax, levies, and bank charges. Any taxes, levies, exchange-rate risks, transfer and correspondent bank fees are borne by the Client. The VAT treatment is governed by the applicable tax regulations; in the case of cross-border services, the tax liability may shift to the recipient of the service.

6.6 Services, additional work, additional expense, rework, restart effort, rush surcharges, meetings, coordination, official, bank, register, and third-party communication, as well as work outside or after completion of the agreed scope of services, may be invoiced according to actual effort in accordance with the mandate agreement, the invoice, or the fee schedule attached or referenced in each case, unless expressly agreed otherwise.

6.7 Fee schedule: Unless a deviating agreement applies, the following hourly rates in EUR net, plus any VAT, levies, expenses, and third-party fees, apply to activities charged according to time spent.

Section 7 Payment Terms and Default

7.1 Unless stated otherwise in the offer, the engagement confirmation, the mandate agreement, or on the invoice, invoices are due for payment immediately without deduction. The full receipt of funds in the Company's account is decisive for the timeliness of payment.

7.2 In the event of default in payment, the Company is entitled, without prior reminder and without separate notice, to suspend its services in whole or in part with immediate effect, to retain work results, to postpone ongoing deadlines and appointments, and to make further services conditional upon advance payment. The Company is not liable for any resulting delays, disadvantages, or consequential damages.

7.3 The Company is entitled to claim default interest at the legally permissible rate, reminder costs, legal enforcement, debt collection, translation, and bank costs, as well as any further damages. Payments are first credited against costs, then against interest, and then against the oldest principal claim.

7.4 Objections to invoices must be raised within seven calendar days of receipt in text form and with a comprehensible justification. If no timely objection is raised, the invoice shall be deemed approved, unless mandatory law provides otherwise.

7.5 The Company's right to terminate for good cause, to retain documents within the legally permissible scope, and to enforce outstanding claims judicially or extrajudicially remains unaffected.

Section 8 Set-off, Retention, and Assignment

8.1 The Client may set off against claims of the Company only with undisputed counterclaims or counterclaims that have been finally and legally established.

8.2 The Client may exercise rights of retention, rights to refuse performance, or reductions only on account of undisputed counterclaims, or counterclaims finally and legally established, arising from the same engagement relationship. A right of retention on account of alleged defects is excluded, unless mandatory law provides otherwise.

8.3 The Client may assign, pledge, or otherwise transfer claims arising from or in connection with the engagement only with the prior consent of the Company in text form. The Company may assign claims against the Client for financing, insurance, debt collection, or legal enforcement purposes, or have them collected.

Section 9 Liability

9.1 The Company is liable for damages arising from injury to life, body, or health, and for damages based on intent or gross negligence, in accordance with the mandatory statutory provisions.

9.2 For damages due to simple negligence, the Company is liable only in the event of a breach of a material contractual obligation, the fulfillment of which is essential to the proper performance of the engagement in the first place and on the observance of which the Client may regularly rely. In such a case, liability is limited to the foreseeable damage typical of the contract that was foreseeable at the time the engagement was placed.

9.3 Liability for simple negligence is, to the extent legally permissible, limited in amount to the net remuneration actually paid by the Client for the specific individual engagement concerned in the twelve months prior to the event giving rise to liability, but no more than EUR 25,000 per occurrence of damage. Several breaches of duty with the same cause are deemed to be a single occurrence of damage.

9.4 The Company's total liability for all occurrences of damage in a calendar year is, to the extent legally permissible, limited to EUR 50,000. Multiple recourse based on contract, tort, pre-contractual breach of duty, or any other legal ground does not increase these liability limits.

9.5 Any liability for simple negligence going beyond this — in particular for indirect damages, consequential damages, loss of profit, failure to obtain tax or economic advantages, financing costs, reputational damage, data loss, business interruption, contractual penalties, fines, interest, late-payment surcharges, exchange-rate losses, or damages arising from the Client's decisions — is excluded, unless mandatory law provides otherwise.

9.6 The Company is not liable for the accuracy, completeness, or currency of information, documents, data, assumptions, forecasts, and calculation bases provided by the Client or by third parties designated by it, nor for the consequences of any change in the legal situation, case law, administrative practice, official position, banking practice, market conditions, or technical framework conditions occurring after the service has been rendered.

9.7 The Client is obliged to notify recognizable damages, risks, or discrepancies in text form without undue delay, at the latest within seven calendar days of becoming aware of them, and to take reasonable measures to mitigate damage. If the Client fails to do so, any liability of the Company is reduced accordingly.

9.8 Claims for damages against the Company become time-barred — to the extent legally permissible — within six months of becoming aware, or grossly negligently failing to become aware, of the circumstances giving rise to the claim, but at the latest twelve months after delivery of the work result concerned or termination of the engagement concerned. Mandatory statutory limitation periods remain unaffected.

9.9 The foregoing limitations of liability also apply for the benefit of the legal representatives, directors, shareholders, employees, freelancers, cooperation partners, and vicarious agents of the Company.

Section 10 Remedy of Defects and Duty to Give Notice of Defects

10.1 The Client must give notice of any obvious defects, ambiguities, or deviations in the work results in text form and with a precise description without undue delay, at the latest within seven calendar days of delivery. Hidden defects must be notified within seven calendar days of their discovery.

10.2 In the event of a justified and timely notice of defects, the Company first has the right, at its own discretion, to rectify, explain, supplement, or provide a corrected work result. The Client shall give the Company a reasonable opportunity and the necessary information to do so.

10.3 If a timely notice of defects is not given, or if the Client continues to use the work result despite recognized ambiguities, the work result shall be deemed approved, unless mandatory law provides otherwise. Any further claims are governed exclusively by Section 9.

10.4 Liability for modifications, additions, implementations, or further processing by the Client or third parties without the prior consent of the Company is excluded.

Section 11 Protection and Use of Work Results

11.1 Reports, expert opinions, calculations, concepts, statements, e-mails, presentations, samples, templates, and other work results are intended exclusively for the agreed purpose and for the Client. Any transfer, publication, filing in data rooms, submission to authorities, banks, investors, or other third parties, or use for other purposes requires the prior consent of the Company in text form, unless this has been expressly agreed or is mandatorily permitted by law.

11.2 Rights to use work results are granted only after full payment of all due claims arising from the engagement concerned. Until full payment, the Client may only review work results internally and may not use them productively, in connection with transactions, vis-à-vis authorities, or vis-à-vis third parties.

11.3 Copyright, ancillary copyright, know-how, method, sample, template, and other rights to the work results created or used by the Company remain with the Company, unless expressly agreed otherwise. The Client receives no right to further development, reuse, reproduction, sublicensing, or commercial use outside the agreed purpose.

11.4 The Company assumes no responsibility for any use of work results by third parties or for other purposes. If the Client passes on work results without consent or uses them contrary to their purpose, the Client shall indemnify the Company against any resulting claims, costs, and damages.

Section 12 Retention and Return of Documents

12.1 Upon request, the Company shall return to the Client the original documents provided to it, unless statutory, official, professional, data protection, or billing-related retention or lien rights conflict therewith.

12.2 Internal working documents, notes, research, calculation models, drafts, e-mail correspondence, quality control documents, know-how, templates, and copies of the Company are not to be released, unless expressly agreed otherwise.

12.3 The Company may delete or destroy documents, copies, and electronic data after expiry of statutory retention periods or, if there is no statutory retention obligation, six months after termination of the engagement. Separate archiving is owed only if it has been expressly agreed and remunerated.

12.4 A right of retention over documents, work results, and files on account of outstanding fee claims remains unaffected within the legally permissible scope.

Section 13 Electronic Communication

13.1 Communication may take place via e-mail, telephone, video conference, messenger, cloud services, portals, and other electronic means of communication, unless the Client objects thereto in text form. The Client is aware of the associated risks, in particular access by third parties, loss, delay, misdirection, malware, identity misuse, or falsification.

13.2 The Company may assume that messages, files, approvals, and instructions originating from known contacts, domains, telephone numbers, portals, or persons designated by the Client are authorized. The Client bears the risk of inadequate internal authorizations, security measures, and approval processes.

13.3 For damages arising from electronic communication, lack of encryption, technical disruptions, failures of communication networks, spam filters, delayed retrieval, compromised accounts, or faulty transmissions, the Company is liable only in accordance with Section 9.

13.4 By placing the engagement, the Client generally consents, to the extent legally permissible, to video, telephone, and online meetings, including screen sharing, being recorded, transcribed, summarized, and analyzed using AI or other technical systems by the Company or by service providers engaged by it. The processing serves, in particular, documentation, minute-taking, quality assurance, provision of services, task tracking, securing of evidence, internal organization, and enforcement of rights. Separate consent or notice for individual appointments is not required, unless mandatory law provides otherwise; the Company may nevertheless indicate or announce recordings technically at the beginning of or during an appointment. The Client ensures that all participants it involves are informed in advance and, where necessary, effectively consent. If a participant objects on mandatory legal grounds, the Client must communicate this before the start of the appointment and agree on an alternative form of participation or documentation. Recordings and transcriptions are retained only for as long as is necessary for the mandate, documentation, compliance, evidence, enforcement of rights, or statutory retention obligations; details can be found in the data protection information. The Company is not obliged to produce, retain, or release recordings or transcriptions.

Section 14 Term, Termination, and Non-Solicitation

14.1 The engagement relationship ends upon completion of the engagement, by lapse of time, by termination, or by other ending in accordance with the agreement.

14.2 The Company may terminate the engagement at any time with reasonable notice and may end it for good cause with immediate effect. Good cause exists in particular in the event of default in payment, lack of cooperation, inaccurate information, compliance, sanctions, money laundering, reputational, or conflict-of-interest risks, unreasonable conduct of the Client, or where the continuation of the engagement is unreasonable for legal, factual, or economic reasons.

14.3 If the Client terminates or the engagement ends for a reason attributable to the Client, fees already incurred, agreed flat fees, retainers, minimum remuneration, expenses, external costs, and capacities already committed remain due. Non-cancelable third-party and travel costs are borne in full by the Client.

14.4 In the event of short-notice cancellation, postponement, or non-attendance at agreed appointments, the Company is entitled to charge the reserved time in whole or in part, insofar as the reserved capacity cannot be used otherwise.

14.5 Terminations and material changes to services require text form. Statutory rights to extraordinary termination remain unaffected.

14.6 During the engagement and for twelve months after its termination, the Client will not actively solicit, engage, or use outside the Company for similar services any employees, freelancers, advisors, or material cooperation partners of the Company, unless the Company consents in advance in text form. For each culpable breach, the Client shall owe, to the extent legally permissible, a reasonable contractual penalty of EUR 25,000; the assertion of higher damages remains unaffected, and the Client reserves the right to prove that the damage was lower.

Section 15 Force Majeure and Performance Disruptions

15.1 Events of force majeure or other circumstances beyond the Company's control that substantially impede, delay, or render performance impossible entitle the Company to postpone performance for the duration of the impediment plus a reasonable restart period, or to end the engagement in whole or in part.

15.2 Such circumstances include, in particular, natural events, epidemics, official measures, sanctions, war, unrest, strikes, energy, internet, software, cloud, bank, payment, register, official, or communication failures, cyberattacks, data loss at third parties, failure of cooperation partners, illness, travel restrictions, as well as unforeseeable changes in the legal situation, official practice, or technical infrastructure.

15.3 The Company is not liable for any resulting delays, additional costs, or disadvantages. Remuneration claims, external costs, and expenses already incurred remain due.

Section 16 Final Provisions

16.1 Choice of law and place of jurisdiction are governed by the relevant engagement or mandate agreement. If these Terms are used before such an agreement is concluded, choice of law and place of jurisdiction must be legally finalized before publication.

16.2 Mandatory statutory jurisdictions and non-waivable protective provisions remain unaffected.

16.3 Amendments, supplements, side agreements, approvals, and consents require text form, unless mandatory law prescribes a stricter form. This also applies to the waiver of this text-form requirement.

16.4 Should individual provisions of these Terms be or become wholly or partially invalid, impracticable, or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall, to the extent permissible, be deemed replaced by a valid provision that comes closest to the economic purpose and the allocation of risk of the parties.

16.5 The German version of these Terms is authoritative. Translations are for information purposes only.