General Terms & Conditions
January 27, 2026
1. Scope and Subject Matter of the Contract:
1.1 Scope of Application: These General Terms and Conditions (hereinafter "GTC") apply to all consulting services, strategic analyses, and advice (hereinafter "Consulting Services") provided by Sar Kissati GmbH (hereinafter "Provider") to its customers (hereinafter "Client").
1.2 Exclusivity: These General Term and Conditions apply exclusively. Conflicting, supplementary, or deviating terms of the Client shall not be recognized unless the Provider has expressly agreed to their validity in writing. These General Terms and conditions shall also apply if the Provider provides its services without reservation while being aware of conflicting conditions of the Client.
1.3 Legal Nature and Scope of Performance: The legal nature of the relationship between the Provider and the Client is an agency contract within the meaning of Art. 394 et seq. of the Swiss Code of Obligations (CO). The Provider undertakes to execute the business entrusted to it faithfully and carefully. In particular, no guarantees are assumed regarding increases in turnover, cost savings, successful transactions, avoidance of liability risks, compliance, or specific personnel or organizational decisions. The obligation is exclusively for diligent consulting services to the best of one's knowledge and belief.
2. Services and Mandate Awarding:
2.1 Priority of Individual Agreements: The specific scope of services and the procedure are defined in the individual offer, the consulting contract, or the so-called "Engagement Letter." In the event of contradictions, these documents take precedence over these GTC.
2.2 Conclusion of Contract: The Client's commitment to a specific mandate is binding and shall be made in writing (countersigned offer, mandate contract, letter, or email). The contractual relationship is established as soon as the Provider confirms the mandate in writing (usually by email).
2.3 Non-Medical Disclaimer: The Client expressly acknowledges that all services provided by the Provider are strictly non-medical, non-therapeutic, and non-diagnostic. The consulting does not constitute a health service, psychotherapy, or psychiatric treatment. No diagnoses are made and no medical promises of cure are given. The responsibility to seek professional medical or psychotherapeutic help if required lies solely with the Client.
2.4 Exclusion of Legal Advice: The Provider's services do not constitute legal advice and do not constitute a guarantee of legal protection, indemnification, compliance, or the exclusion of personal or corporate liability risks. All analyses, assessments, frameworks, and recommendations serve exclusively for decision support and documentation. The sole and full responsibility for all business, organizational, legal, or personnel decisions remains with the Client.
2.5 Involvement of Third Parties: The Provider is entitled to involve qualified third parties (subcontractors/specialists) to fulfill the mandate.
3. Term and Termination:
3.1 Ordinary Termination: Mandates for the provision of Consulting Services are granted for an indefinite period unless a fixed term has been expressly agreed. They may be terminated by either party at any time in writing (letter or email).
3.2 Compensation upon Termination by the Client: If the Client terminates the mandate, they are obliged to compensate the Provider for the damage actually incurred in accordance with Art. 404 para. 2 CO.As non-binding guidelines for typically occurring damages, the following flat rates apply—depending on the time of termination:Termination ≤ 7 calendar days before the agreed start of the mandate: up to 50% of the agreed fee.Termination 8–21 calendar days before the start of the mandate: up to 25% of the agreed fee.Termination more than 21 calendar days before the start of the mandate: compensation for demonstrably incurred administrative effort, flat rate of CHF 500. The Client expressly reserves the right to prove that the Provider has suffered no damage or significantly lower damage. The Provider reserves the right to prove higher damages.
3.3 Termination at an Inopportune Time: The statutory right to terminate at any time pursuant to Art. 404 CO remains unaffected. However, if termination occurs at an inopportune time (e.g., immediately before a critical project milestone without objective reason), the terminating party is obliged to compensate the other party for the resulting damage.
3.4 Termination by Provider: Termination by the Provider shall be subject to a notice period of 30 days, unless important reasons (e.g., unreasonable disruption of the relationship of trust) justify immediate termination.
4. Rescheduling of Appointments:
4.1 Principle of Rescheduling: Rescheduling of already agreed consulting appointments by the Client must be made in writing (letter or email). Such rescheduling is generally possible, provided it does not unreasonably impair the Provider's resource planning.
4.2 Short-term Rescheduling: If an agreed consulting appointment is rescheduled less than 7 calendar days before the appointment, the Client owes an administration fee of CHF 200.This flat rate covers, in particular, the following efforts:
- Internal resource and capacity rescheduling
- Coordination with involved specialists
- Calendar adjustmentsInternal and external communication
- The compensation is only owed if it does not obviously exceed the effort actually incurred.
It shall not apply in the event of proven illness or accident.
4.3 Force Majeure: If an agreed appointment cannot be carried out due to force majeure (e.g., accident or serious illness of the designated consultant) on the part of the Provider, the Provider shall inform the Client immediately. In this case, the parties shall attempt in good faith to find a prompt alternative date.
4.4 Withdrawal after Force Majeure: If the parties cannot agree on a new date after a cancellation due to force majeure, the Client is free to terminate the mandate. In this specific case, the cost regulations according to Section 3.2 do not apply. Further claims for damages by the Client against the Provider are excluded.
5. Confidentiality and Data Protection
5.1 Confidentiality: Both parties mutually pledge strict confidentiality regarding all information, documents, and data that become known to them within the framework of the mandate. This applies in particular to business secrets, strategies, internal processes, financial data, and personal information about executives or employees.
5.2 Scope: The duty of confidentiality applies regardless of the type of transmission (oral, written, electronic) and regardless of whether information is expressly marked as "confidential."
5.3 Exceptions: The confidentiality obligation does not exist or ceases to apply to information that:was demonstrably already known before disclosure;is generally known or becomes known through no fault of the receiving party;must be disclosed due to legal regulations or official orders (in this case, the other party must be informed immediately).
5.4 Continuation: The duty of confidentiality shall continue to exist without restriction even after the termination of the mandate relationship as long as the affected party has a legitimate interest in confidentiality.
5.5 Data Protection and Order Processing: The Provider processes personal data in compliance with the Swiss Data Protection Act (nFADP/nDSG). If the Provider processes personal data of third parties (in particular executives, employees, or corporate bodies) on behalf of the Client, the Client shall be deemed the controller and the Provider as the processor. In this case, the parties shall conclude a separate Data Processing Agreement (DPA/AVV) before the start of data processing.
5.6 Consent of Data Subjects: The Client is responsible for lawfully obtaining all necessary consents from data subjects in accordance with the nFADP (and—where applicable—GDPR). The Client shall indemnify the Provider against all claims by third parties resulting from a lack of or insufficient consent.
5.7 References: The Provider is entitled to use the name of the Client or the project as a reference only after prior written consent (email is sufficient).
6. Intellectual Property (IP):
6.1 Ownership of Methods: All copyrights and other rights to the methods, models, frameworks, analysis tools, concepts, and documents (hereinafter "Methodology") developed or used by the Provider remain exclusively with Sar Kissati GmbH. This also applies to adjustments or further developments of the Methodology that arise during the mandate.
6.2 Right of Use of the Client: The Client receives a non-exclusive, non-transferable, and perpetual right to use the end results specifically created for them (e.g., reports, analyses, strategy papers) for the internal purpose agreed upon in the mandate.
6.3 Condition of Full Payment: The granting of the right of use is subject to the condition precedent of full payment of all fees and expenses invoiced within the framework of the mandate. For time-critical business decisions, the Provider may grant the Client a provisional right of use against reasonable security (e.g., bank guarantee).
6.4 Prohibition of Disclosure: Any use beyond the agreed purpose, in particular the reproduction, publication, sale, or disclosure of the Methodology or the results to third parties (also within a corporate group, unless expressly agreed), requires the prior written consent of the Provider.
6.5 Third-Party Property Rights: If the Provider uses third-party software or tools, their respective license conditions apply. The Client undertakes to comply with these.
7. Payment Terms and Default:
7.1 Payment Period: All fees and expense reimbursements are due for payment net within 14 days of the invoice date. The Provider reserves the right to issue advance payments or partial invoices according to project progress for extensive mandates.
7.2 Prices: All agreed prices are in Swiss Francs (CHF) unless expressly agreed otherwise and are exclusive of statutory Value Added Tax (VAT).
7.3 Expenses: Out-of-pocket expenses and travel costs will be invoiced separately unless a flat rate has been agreed. For travel, actual costs (1st class rail / Business Class flight / upscale hotel) as well as a mileage allowance for car use according to the Provider's current expense regulations will be charged.
7.4 Default in Payment: After expiry of the 14-day payment period, the Client shall be in default without further reminder. The Provider is entitled to charge default interest of 5% p.a. (Art. 104 CO).
7.5 Suspension of Services: In the event of continued default in payment despite a reminder, the Provider is entitled to immediately cease current work on the mandate until all outstanding amounts have been settled. The Client bears the responsibility for resulting project delays.
7.6 Set-off: The Client is not entitled to set off due claims of the Provider against disputed counterclaims. Set-off is permissible for:
- undisputed or recognized claims;
- legally established claims;
- claims from the same contractual relationship, provided they are obviously justified.
8. Liability and Warranty
8.1 Duty of Care: The Provider executes all mandates with the greatest care and in compliance with industry standards for strategic consulting. However, since the Provider acts within the framework of an agency contract (Art. 394 et seq. CO), it assumes no warranty for the achievement of certain economic figures, returns, or other subjective expectations of the Client.
8.2 Limitation of Liability: The Provider is liable for damages arising from or in connection with the mandate relationship as follows:It is liable for intent and gross negligence within the framework of legal provisions. For slight negligence, liability is limited to three times the fee agreed for the mandate, but at most to the actual coverage amount of the professional liability insurance.Liability for indirect damages, consequential damages, lost profits, as well as third-party claims against the Client is excluded—to the extent permitted by law.
8.3 Liability Cap: The total liability of the Provider per mandate—regardless of the legal basis—is limited to three times the fee agreed for the respective mandate, but at most to the actual coverage amount of the existing professional liability insurance.
8.4 Client's Own Responsibility: The Client bears sole responsibility for the business decisions they make based on the Consulting Services. The Provider is not liable for damages resulting from the Client providing incorrect or incomplete information.
9. Final Provisions
9.1 Applicable Law: All legal relationships between the Client and the Provider shall be governed exclusively by substantive Swiss law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
9.2 Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between the Provider and the Client is Zug, Switzerland. However, the Provider is also entitled to sue the Client at their general place of jurisdiction (residence/seat).
9.3 Formal Requirements: Amendments or supplements must be in writing (email is sufficient), subject to mandatory legal formal requirements.
9.4 Prohibition of Assignment: The Client is not entitled to assign rights or claims from the mandate relationship to third parties without the prior written consent of the Provider.
9.5 Severability Clause: Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby. Instead of the invalid or unenforceable provision, the parties shall agree on a regulation that comes closest to the economic purpose of the invalid provision. The same applies to any gaps in the contract.
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