1. Parties and contractual bias
These Terms and Conditions apply to advisory services provided by André Nicolas Im Thurn, trading as André Im Thurn (the “Adviser”), to the business client identified in the accepted proposal or engagement letter (the “Client”).
The accepted proposal or engagement letter (the “Engagement Agreement”) defines the specific engagement. These Terms and Conditions form part of that agreement where they have been provided or made available to the Client before acceptance and expressly incorporated into it.
If there is a conflict, the Engagement Agreement takes precedence over these Terms and Conditions, subject to mandatory law.
References to agreement or notification in writing include email, unless mandatory law requires another form.
2. Scope and performance of services
The Engagement Agreement specifies the objectives, scope, deliverables, responsibilities, anticipated timetable, and fees.
The Adviser will perform the services with reasonable professional care and diligence. Unless expressly agreed otherwise, the services constitute advisory support and do not include a guarantee of a particular commercial, financial, regulatory, or organisational outcome.
The Client remains responsible for its management decisions and implementation of recommendations. This does not reduce the Adviser’s responsibility to perform the agreed services properly.
Changes to scope, deliverables, timetable, or fees must be agreed in writing before the additional or revised work begins.
3. Fees, expenses and payment
Fees and the basis on which they are calculated are set out in the Engagement Agreement.
Unless otherwise agreed in writing, fixed-fee engagements are invoiced as follows:
- 50% of the agreed fee as an advance before work begins.
- 50% upon completion of the agreed services.
For engagements charged by time spent, invoices are issued monthly in arrears at the agreed rates, unless another arrangement is specified.
Invoices are payable within 14 calendar days of the invoice date, in CHF by bank transfer. Where an advance is required, the Adviser is not obliged to begin work before it is received.
Fees exclude VAT, where legally chargeable. Travel and other out-of-pocket expenses require the Client’s prior approval and are charged at cost unless otherwise agreed.
Advance payments are credited against amounts properly due. Any unused balance is reconciled and refunded in accordance with section 9.
If an undisputed payment remains overdue, the Adviser may suspend services after a written reminder and a reasonable additional payment period. The Adviser will notify the Client of the expected effect on delivery and take reasonable steps to avoid foreseeable harm, subject to mandatory law.
4. Client cooperation, feedback, and approvals
The Client will provide timely access to the information, personnel, systems, and decisions reasonably required for the engagement. It will identify an authorised contact for instructions and approvals.
The Client is responsible for the accuracy and completeness of information it supplies. The Adviser may reasonably rely on that information but will raise material inconsistencies or omissions identified during the work.
Review stages and any included revision rounds are specified in the Engagement Agreement. The Client will provide consolidated feedback within the agreed timeframes.
If required information, feedback, or approval is delayed, the Adviser will explain the effect on the work. Dependent activities may be paused and the timetable reasonably adjusted. Any additional fees require written agreement.
Silence does not constitute approval. The Adviser will address notified deficiencies in the agreed services for which the Adviser is responsible without an additional fee. Requests that change the agreed scope are handled under section 2.
5. Confidentiality and data protection
Each party will protect the other party’s non-public business, financial, technical, organisational, and personal information received in connection with the engagement. It may use that information only to perform the engagement or exercise rights arising from it.
Information may be disclosed only to people who need it for those purposes and are subject to appropriate confidentiality obligations, or with the disclosing party’s written consent.
These obligations do not apply to information that the receiving party can demonstrate:
- Is publicly available through no breach of these terms.
- Was already lawfully known without a confidentiality restriction.
- Was independently developed without using the confidential information.
- Was lawfully obtained from another source without a confidentiality restriction.
Disclosure required by law or a competent authority is permitted. Where legally allowed, the receiving party will give advance notice and limit disclosure to what is required.
Each party will comply with applicable data protection law. Where the Adviser processes personal data on the Client’s behalf, the parties will agree the necessary processing and security arrangements before that processing begins.
On request or at the end of the engagement, confidential information will be returned or securely deleted, except where retention is legally required or reasonably necessary to establish, exercise, or defend legal claims. Retained information remains protected.
Confidentiality obligations continue after the engagement ends. The Adviser will not publish the Client’s name, logo, testimonial, or an identifiable description of the engagement without the Client’s prior written consent.
6. Intellectual property and use of deliverables
Each party retains its rights in materials, information, and intellectual property it owned or developed independently of the engagement.
The Adviser retains rights in pre-existing or independently developed frameworks, methods, templates, tools, and know-how (“Background Materials”).
Upon full payment of the fees due for the relevant deliverables, the Adviser assigns to the Client the transferable intellectual property rights in the final deliverables created specifically for the Client, excluding Background Materials and third-party materials.
Where Background Materials are incorporated into those deliverables, the Adviser grants the Client a perpetual, non-exclusive, worldwide, royalty-free right to use, reproduce, and adapt them as necessary to use the deliverables for the Client’s business purposes. This includes use by service providers acting for the Client under appropriate confidentiality obligations.
Background Materials may not be extracted and sold, licensed, or distributed as standalone products without the Adviser’s written consent.
Any third-party materials and applicable licence restrictions will be identified before inclusion.
The Adviser may reuse general skills, experience, and methodological insights gained during the engagement, provided this does not disclose confidential information, personal data, or identifiable details about the Client.
7. Independence and conflicts of interest
The Adviser acts as an independent service provider and has no authority to bind the Client unless expressly authorised in writing.
The Adviser may work with other clients, provided this does not breach confidentiality or create a material conflict of interest.
Any actual or potential material conflict relevant to the engagement will be disclosed promptly. The parties will agree appropriate safeguards or, where the conflict cannot reasonably be resolved, arrange an orderly termination.
Material parts of the advisory work will not be delegated to subcontractors without the Client’s prior written agreement.
8. Liability
The Adviser is responsible for performing the agreed services with reasonable professional care and diligence.
For loss caused by ordinary negligence, the Adviser’s aggregate liability arising out of or in connection with an engagement is limited to the total fees paid or payable for that engagement, excluding VAT and expenses.
Subject to the exceptions below and to the extent permitted by law, the Adviser is not liable for indirect or consequential loss, including loss of profit, revenue, or business opportunity.
None of these limitations or exclusions applies to intentional misconduct, gross negligence, death or personal injury, or any other liability that cannot lawfully be limited or excluded.
9. Termination and settlement
Either party may terminate the engagement at any time. Notice should be given in writing to provide a clear record.
Where reasonably practicable, the parties will give advance notice and cooperate on an orderly handover. This does not restrict any mandatory right to terminate with immediate effect.
On termination, the Client will pay for services properly performed up to the effective termination date and approved expenses properly incurred. For fixed-fee work, the amount due will reflect the proportion of agreed services properly performed, subject to applicable law.
The Adviser will provide a final account. Advance payments will be credited against amounts properly due, and any excess will be refunded within 30 calendar days of termination.
Any entitlement to compensation for termination at an inopportune time is governed by applicable Swiss law. No automatic cancellation penalty or forfeiture of the advance applies.
The Adviser will provide an appropriate handover of the work performed and return Client materials, subject to applicable law. Rights in paid deliverables are governed by section 6.
10. Governing law and jurisdiction
The engagement and these Terms and Conditions are governed by Swiss substantive law.
Subject to mandatory jurisdiction rules, the courts having subject-matter jurisdiction in the City of Zurich, Switzerland, have exclusive jurisdiction over disputes arising out of or in connection with the engagement.
11. Versions and amendments
The version of these Terms and Conditions incorporated into the Engagement Agreement applies throughout that engagement.
Changes to an existing engagement require agreement by both parties in writing.
The Adviser may publish revised terms for future engagements. Publication of a new version does not amend an existing agreement.