Effective: June 2025

These General Terms and Conditions (“GTC”) govern the provision of management consulting services by ALPYME Management Consulting GmbH (“ALPYME”) to its clients. By engaging ALPYME’s services, the client accepts these GTC in their entirety. Deviations from these GTC are only valid if agreed in writing.

1. Scope of Services

ALPYME provides management consulting services including — but not limited to — business diagnostics, strategic planning, growth advisory, operational improvement, and implementation support. The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate written agreement or engagement letter signed by both parties.

ALPYME operates as an independent contractor. Nothing in these GTC or in any engagement creates an employment relationship, partnership, joint venture, or agency between ALPYME and the client.

2. Obligations of ALPYME

ALPYME undertakes to:

Perform services with professional diligence and in accordance with applicable industry standards
Provide deliverables as agreed in the engagement scope
Maintain confidentiality of all client information (see Section 6)
Promptly notify the client of any material issues that may affect the delivery or quality of services
Comply with applicable Swiss laws and regulations in the performance of its services

ALPYME’s obligation is one of means (obligation de moyens), not one of result. ALPYME does not guarantee specific business outcomes resulting from the implementation of its recommendations.

3. Obligations of the Client

The client undertakes to:

Provide ALPYME with accurate, complete, and timely information necessary for the engagement
Designate a contact person with sufficient authority to instruct and liaise with ALPYME
Make payment in accordance with the agreed invoicing schedule
Inform ALPYME promptly of any changes in circumstances that may affect the engagement
Obtain any necessary internal approvals or consents required for the project

The quality of ALPYME’s deliverables depends on the accuracy and completeness of information provided by the client. ALPYME shall not be liable for deficiencies resulting from incomplete or inaccurate client input.

4. Fees, Invoicing, and Payment

Fees are as agreed in the individual engagement letter or contract. Unless otherwise specified, fees are quoted in Swiss Francs (CHF) and are subject to applicable Swiss VAT.

Unless otherwise agreed:

Invoices are issued monthly or upon milestone completion as defined in the engagement agreement
Payment is due within 30 days of the invoice date
Overdue payments bear default interest at the statutory Swiss rate of 5% per annum
ALPYME reserves the right to suspend services in the event of non-payment following written notice
Out-of-pocket expenses (travel, accommodation, third-party services) are invoiced at cost unless included in a fixed fee

5. Intellectual Property and Deliverables

Upon full payment of all fees, ALPYME transfers to the client the rights to use the specific deliverables produced for that engagement (reports, analyses, presentations, and similar documents). The client may use such deliverables for internal business purposes.

ALPYME retains all rights to its proprietary methodologies, frameworks, tools, templates, and know-how. Client deliverables may not be resold, sublicensed, or published externally without ALPYME’s prior written consent.

6. Confidentiality

Both parties undertake to treat as strictly confidential all non-public information received from the other party in connection with the engagement. This obligation applies during the engagement and for a period of three (3) years after its conclusion.

Confidentiality obligations do not apply to information that:

Was already publicly available at the time of disclosure
Became publicly available through no fault of the receiving party
Was independently developed by the receiving party without use of the confidential information
Must be disclosed pursuant to applicable law, regulation, or court order

7. Limitation of Liability

ALPYME’s total liability to the client in connection with any engagement, whether arising in contract, tort, or otherwise, shall not exceed the total fees paid by the client for the relevant engagement in the twelve (12) months preceding the event giving rise to the claim.

ALPYME shall not be liable for any indirect, consequential, incidental, or special damages, including but not limited to loss of profit, loss of revenue, loss of data, or loss of business opportunity, even if ALPYME has been advised of the possibility of such damages.

The client acknowledges that consulting recommendations involve inherent business judgment and uncertainty. The client assumes responsibility for decisions made on the basis of ALPYME’s deliverables.

8. Non-Solicitation

During the term of any engagement and for a period of twelve (12) months thereafter, neither party shall directly solicit for employment or otherwise seek to engage — without the other party’s prior written consent — any individual who was involved in the delivery or management of the engagement.

9. Term and Termination

Each engagement commences on the date agreed in the engagement letter and continues until completion of the agreed scope or until terminated by either party.

Either party may terminate an engagement:

By mutual written agreement
With thirty (30) days’ written notice without cause
With immediate effect in the event of a material breach not remedied within fifteen (15) days of written notice

Upon termination, the client shall pay for all services rendered and reasonable costs incurred up to the termination date. If termination occurs at a materially disadvantageous time, the terminating party may owe reasonable compensation for documented costs incurred in reliance on the engagement.

10. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, pandemics, acts of government, or major disruptions to telecommunications or infrastructure. The affected party shall notify the other promptly and both parties shall endeavour to find a reasonable solution.

11. Data Protection

Both parties shall comply with applicable data protection laws, including the Swiss Federal Act on Data Protection (nFADP). To the extent that personal data is processed in the context of an engagement, the parties shall enter into any additional agreements required by applicable law. ALPYME’s Privacy Policy is available on its website and forms part of its data protection practices.

12. Governing Law and Jurisdiction

These GTC and any engagement governed by them are subject exclusively to Swiss law, excluding its conflict of law provisions.

The exclusive place of jurisdiction for any disputes arising out of or in connection with these GTC or any engagement is Zürich, Switzerland, subject to mandatory provisions of applicable law.

13. Miscellaneous

These GTC supersede all prior oral or written understandings on the same subject matter unless expressly incorporated by reference in a signed engagement letter.
If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall continue in full force.
Any waiver of a right under these GTC must be made in writing and does not constitute a waiver of any other right.
Amendments to these GTC are valid only if made in writing and signed by both parties.

ALPYME Management Consulting GmbH · Seefeldstrasse 187 · 8008 Zürich · Switzerland