1. Scope

These General Terms and Conditions ("GTC") govern the contractual relationship between the Client and a company of the CORE Group, consisting of CORE Treuhand AG, CORE Revision AG, CORE Fiduciaire Revicor AG and CORE Medical AG ("CORE"). These GTC apply to services provided by CORE on behalf of the Client and in accordance with the order confirmation. The order confirmation and the GTC constitute the contract binding the parties. The parties may make provisions in the order confirmation that deviate from these GTC.

2. Fundamentals of business relations

2.1 CORE cannot provide any warranty or guarantee for the occurrence of certain economic events or consequences, even if it provides advice to the Client. For this reason, CORE cannot make any binding declarations in the form of expectations, forecasts or recommendations regarding the occurrence of certain results, notwithstanding the provision of certain work results.

2.2 Insofar as dates are not expressly agreed as binding assurances, they shall be deemed to be general targets.

2.3 Interim reports and preliminary work results, the draft nature of which is explicitly stated or results from the circumstances, may deviate considerably from the final result and are therefore not binding.

3. Participation of the customer

3.1 All information, documents and data required for the proper performance of the services must be provided by the Customer to CORE in a timely manner and without being requested to do so. CORE may assume that information, documents and data supplied are correct and complete.

3.2 Information, documents and data provided are not checked by CORE for their accuracy and legality.

4. Fees, expenses and disbursements

4.1 The fee shall generally be set in an order confirmation. Unless expressly agreed otherwise, the fee is based on the applicable hourly rates of CORE and the effective expenditure of time. Cost estimates are based on the estimation of the work that will necessarily be required in the future within the scope of the services and presuppose the fulfilment of the Client's duty to cooperate. The starting point for such estimates is the information, documents and data provided by the Client. Consequently, such cost estimates are not binding for the final calculation of the fee. Cost estimates and other indications of fees or expenses are exclusive of value added tax.

4.2 Necessary subsequent changes to the content of the service or changes requested by the Client shall result in an appropriate adjustment of the fee. CORE may demand reasonable advances on fees or expenses and issue interim invoices for activities performed and expenses incurred. CORE may make the performance of further activities dependent on full payment of the amounts claimed.

4.3 In addition to the fee, CORE charges an expenses and disbursements fee of 2% of the total fee to cover general office costs including postage, expenses for photocopies and IT infrastructure as well as expenses for the provision of documents, database research, service-related costs such as risk and independence management and regulatory fees etc.

4.4 Effective expenses and disbursements as well as fees from authorities and invoices for third-party services will be invoiced separately, i.e. in addition to the 2% flat rate for expenses and disbursements. CORE reserves the right to forward third-party invoices to the Client for direct payment.

5. Confidentiality

5.1 CORE is obliged to maintain confidentiality about all confidential information of which it becomes aware in the course of the customer relationship. An exception to this is the disclosure of confidential information on the basis of a legal obligation or in response to a court or official order.

5.2 The Client agrees that CORE may disclose relevant information to protect and/or defend itself in any actual or threatened civil, legal or regulatory proceeding or to enforce any claim against the Client. Furthermore, CORE may also disclose relevant information in confidence to its insurers, insurance brokers, lawyers and consultants.

5.3 CORE may also outsource services and support (such as translations, etc.) to third parties, provided they have agreed to keep confidential information confidential.

5.4 The obligation of confidentiality shall continue beyond the termination of the contractual relationship. This obligation does not prevent CORE from executing the same or similar orders for other clients.

6. Digital information exchange

6.1 The parties may use electronic solutions (e-mail, communication platform, cloud services and the like) for the execution of their services and for communication. In the course of electronic transmission and storage, data may be intercepted, destroyed, manipulated or otherwise adversely affected, as well as lost for other reasons and arrive late or incomplete. Each party must therefore take reasonable precautions on its own responsibility to ensure error-free transmission, receipt and storage and to detect elements that are defective in terms of content or technology.

6.2 CORE may make third-party software available to the Customer. The conditions are governed exclusively by the specifications of the software provider. The Customer acknowledges that the third party provider may gain access to its data in the course of maintenance.

6.3 CORE may charge a usage fee or pass on third-party fees for IT services.

6.4 If CORE transmits data on behalf of the Client to third parties or authorities via electronic portals or in a similar manner, the Client remains responsible for the content of such data.

6.5 CORE cannot assume any responsibility for the absolute protection of data and data transmission.

7. Data protection

7.1 The Client shall ensure that it has the necessary consents or bases for passing on personal data to CORE.

7.2 The processing of personal data by CORE is governed by the Privacy Policy, which can be viewed on the CORE website

8. Subcontractor

CORE reserves the right to subcontract all or part of the services to third parties, to use technological systems and/or solutions from specialised third parties (including on the Internet) or to use external experts (collectively "subcontractors"). The Client expressly acknowledges that this option is open to CORE and consents to the disclosure of relevant information concerning him to subcontractors.

9. Limitation of liability

9.1 CORE is liable for damages arising from its services to the extent prescribed by mandatory law, namely in the case of unlawful intent or gross negligence. CORE's total liability arising from or in connection with the services provided cannot exceed the amount of the fee for the corresponding service in the case of negligent breaches of duty.

9.2 If the Customer's conduct is partly responsible for the damage incurred, CORE is released from liability. In particular, incomplete, contradictory or delayed information, documents and data as well as information or documents that have not been passed on are deemed to be contributory negligence.

10. Property rights and rights of use

10.1 All copyrights and rights of use to all documents, products or other work results created by CORE as well as the know-how developed or used in the process remain with CORE. CORE grants the Client a non-exclusive and non-transferable right of use for an indefinite period of time for the Client's own exclusive use of the documents, products and other work results provided to the Client, including the associated know-how.

10.2 The Customer may only pass on documents, products and other work results or parts thereof as well as individual technical statements to third parties with the prior express written consent of CORE or if the right to pass on results from the circumstances.

11. Termination

The Client and CORE have the right to unilaterally terminate the contractual relationship at any time. The Client is responsible for the fees, expenses and disbursements incurred up to the time of termination of the contract, as well as for those fees, expenses and disbursements necessarily incurred in connection with the termination of the contractual relationship or with the transfer of the work to a third party of the Client's choice.

12. Documents and data

12.1 The client is responsible for the safekeeping of the documents and data as well as for compliance with the statutory provisions.

12.2 Upon termination of the contractual relationship, CORE shall provide the Client with its documents and data in a form to be agreed upon, provided that the Client has paid all fees and all expenses and outlays. If the Client is in arrears with payment of the fee, expenses and disbursements, CORE expressly reserves the right to refuse to hand over the Client's documents and data until they have been paid in full.

12.3 For the purpose of documenting its services rendered, CORE is entitled, but not obliged, to retain copies of the Client's documents and data.

12.4 After expiry of the retention period, CORE destroys all documents and data of the Client without prior notice.

13. Final provisions

13.1 Should any provision of these GTC be unenforceable or invalid, it shall only lapse to the extent of its unenforceability or invalidity and shall otherwise be replaced by a substitute provision that comes as close as possible to the invalid or unenforceable provision in economic terms. Any gaps in the relevant agreement shall be filled by provisions which come as close as possible to what the parties would have agreed according to its meaning and purpose if they had thought of the relevant point when concluding the relevant contract.

13.2 CORE expressly reserves the right to amend these GTC at any time. The new terms and conditions shall be notified to the Client in writing or in electronic form and shall be deemed accepted without objection within one month.

13.3 Swiss law is applicable. The exclusive places of jurisdiction are Düdingen, Bern or Fribourg.

13.4 In the case of conflict between the content of these general terms and conditions and the content of other language versions, the German version of the general terms and conditions published on this homepage shall prevail.