General Terms and Conditions of BCM Audit & Advisory AG

Valid from April 1, 2025

1. Scope

1.1. These General Terms and Conditions apply to all services provided by BCM Audit & Advisory AG (BCM) in the form of audit and advisory services as well as other activities for its clients, unless otherwise agreed in individual cases.
…is mandatorily required by law (particularly concerning the execution of legally prescribed audit activities) or expressly agreed otherwise in writing by the parties.

1.2 These General Terms and Conditions are an integral part of the contract concluded between BCM and the client. The content and scope of an engagement are determined exclusively by the agreements made in writing, via email, or similar means of communication.
offers and order confirmations created in writing, via email, or similar means of communication.

2. General Content of the Contract

2.1 The subject of the contract is the specific activities agreed upon on a case-by-case basis and to be carried out by BCM, not the guarantee of certain economic or other outcomes. For this reason, regardless of the delivery of specific work results, BCM cannot make statements in the form of expectations, forecasts, or recommendations as a guarantee of the occurrence of such circumstances.

2.2 Dates are considered general target goals, unless they are explicitly agreed upon as binding assurances.

2.3 Audit reports and similar documents are only binding upon their legally valid signature. For other work results, binding validity must likewise be confirmed in a corresponding final statement. Interim reports and preliminary work results, whose draft nature is explicitly stated or evident from the circumstances, may differ significantly from the final outcome and are therefore non-binding.

2.4 We are not responsible for the use or implementation of the results of our services. In all cases, the limitations imposed on BCM by laws, regulations, and professional rules of the fiduciary association, including the audit oversight authority, remain reserved.

2.5 BCM may engage suitable third parties to provide its services.

2.6 Subsequent changes to the scope of services are subject to a reasonable adjustment of the agreed fee.

3. Cooperation of the Client

The customer must provide BCM with all information and documents required for the proper performance of services in a timely manner and without special request. BCM is entitled to assume that the provided documents, information, and instructions are correct and complete.

4. Exchange of Information

4.1 Confidentiality Obligation The parties undertake to maintain confidentiality regarding all confidential information they become aware of during or in connection with the receipt or provision of services under the contractual relationship. All data concerning facts, methods, and knowledge that are not generally known or publicly accessible, at least in their specific application within the contractual relationship, shall be considered confidential. An exception applies to the disclosure of confidential information when necessary to protect legitimate own interests, provided that the respective third parties are subject to an equivalent confidentiality obligation. The confidentiality obligation remains in effect even after the termination of the contractual relationship. However, this obligation does not prevent BCM from executing identical or similar assignments for other clients while maintaining confidentiality.

4.2 Electronic Communication The parties may use electronic media such as telephone and email for communication in the course of executing the contractual relationship. During electronic transmission, data may be intercepted, destroyed, manipulated, or otherwise adversely affected, as well as lost for other reasons, arriving late or incomplete. Each party is therefore responsible for taking appropriate measures to ensure the error-free transmission and receipt of data, as well as for detecting content-related or technical deficiencies.

4.3 Data Processing BCM may process the information it becomes aware of, including the personal data of customers, using IT systems or have it processed by third parties. As a result, the information may also be accessible to individuals who perform system maintenance and control functions within the processing process. BCM ensures that these individuals are also subject to the confidentiality obligation.

4.4 Data Protection and Responsibilities The parties agree that both BCM and the customer independently determine the purpose and means of processing personal data and therefore act as separate controllers in terms of data protection law. Requests from data subjects or authorities that fall within the responsibility of the other party will be forwarded to that party. The parties will promptly inform each other of any security breaches related to data processing that are clearly within the responsibility of the other party. If one party requires assistance to fulfill its data protection obligations, it is entitled to reasonable support from the other party.

4.5 The client releases the employees of BCM from the confidentiality obligation towards other employees within BCM, allowing for unrestricted internal communication within the company.

5. Data Protection

Regarding data protection, we refer to our privacy policy, which is available on the BCM website.

6. Protection and Usage Rights

6.1 All rights to documents, products, or other work results created in the course of executing the contractual relationship, as well as the know-how developed or used in the process, shall belong exclusively to BCM, regardless of any collaboration between BCM and the customer.

6.2 Usage Rights BCM grants the customer a usage right to the documents provided to them, including the associated know-how.

6.3 Modifications of Documents The customer refrains from modifying the documents provided by BCM, especially the binding reports. The same applies to products and other work results, unless their purpose is specifically intended for further processing.
durch den Kunden besteht.

6.4 Reference to the Contractual Relationship A reference to the existing contractual relationship between the parties, especially in advertising or as a reference, is only permitted with the mutual consent of both parties.

7. Fees and Expenses

7.1 Fees BCM sets its fees based on hourly rates according to the function level and difficulty of the tasks. The smallest billable time unit is 15 minutes, with each 15-minute period being fully charged, even if it is only partially used (billing in 15-minute increments).

7.2 Expenses and Other Costs Expenses and other costs (e.g., for copies, postage) are not included in the fee and will be charged to the customer at the actual cost or according to industry-standard rates, unless otherwise agreed in the order confirmation. If BCM uses third parties to provide its services, the customer agrees, upon request, to settle the third parties' fee claims and incurred expenses directly and to release BCM from any obligations entered into.

7.3 Cost Estimates Cost estimates are based on estimates of the scope of necessary activities and are prepared based on the data provided by the customer. Therefore, they are not binding for the final calculation of the fee. Cost estimates and other details regarding fees or expenses are exclusive of VAT.

7.4 Advance Payments and Interim Invoices BCM may request reasonable advances on fees and expenses, as well as issue interim invoices for work already performed and expenses incurred. In the event of an advance request or the issuance of an interim invoice, BCM may make the provision of further services conditional upon the full payment of the amounts claimed.

7.5 Payment Terms Fee invoices and expense statements are to be paid within 20 days to the account specified by BCM.

8. Risk & Liability

BCM performs its activities exclusively at the customer's risk.

BCM is responsible for careful execution of the assignment, taking into account the professional standards. BCM is only liable for intentional or grossly negligent breaches of its obligations. The agreed fee may be reduced if BCM has carried out the assignment carelessly.

9. Warranty

If the creation of a work as defined in Article 363 of the Swiss Code of Obligations (OR) has been agreed upon, the customer is entitled to have any defects remedied by BCM. If the correction fails, the customer may request a reduction in price or withdrawal from the contract. Insofar as there are additional claims for damages, Clause 8 applies.

10. Termination of the Contract and Its Consequences

10.1 Termination of the Contract The contract may be terminated by either party at any time in writing with immediate effect or at the expiration of a specified date.

10.2 Ordinary Termination of the Contract In the case of ordinary termination of the contract, the customer must pay for the services rendered up until the termination date based on the actual hours worked and the applicable hourly rates, plus any incurred expenses. Additionally, BCM must be fully indemnified by the customer.

11. General Provisions

11.1 Governing Law This contract is governed by Swiss law.

11.2 Jurisdiction The court competent for the location of BCM's registered office shall have exclusive jurisdiction over any disputes arising from this contract, unless another court is exclusively competent due to mandatory legal provisions.

Zug, 1. April 2025