General Terms and Conditions (GTC)

This translation is provided for guidance. The German version is authoritative.

1. Scope

1.1 These General Terms and Conditions (hereinafter ‘GTC’) govern all contracts, assignments, services and business relationships between VFR Versicherungs-, Finanz- und Riskmanagement GmbH (hereinafter ‘VFR’) and its clients (hereinafter ‘client’).

1.2 The GTC apply in the version valid when the contract is concluded. The current version is available at www.vfrmanagement.ch.

1.3 Any differing or supplementary terms of the client, particularly their own purchasing or business terms, apply only if VFR has expressly agreed to them in writing. Providing services without reservation while aware of conflicting terms does not constitute acceptance.

1.4 Special arrangements individually agreed in writing (individual contract, engagement agreement, quote, order confirmation or Service Level Agreement) take precedence over these GTC. In all other respects, these GTC remain additionally applicable.

2. Definitions

2.1 ‘Services’ means all advisory, intermediary, fiduciary, IT, software and marketing services provided by VFR and all related ancillary services.

2.2 ‘Work results’ means all documents, analyses, concepts, software, source code, designs, texts and other works created during an assignment.

2.3 ‘Written form’ under these GTC is also satisfied by email or other verifiable electronic communication, unless a handwritten signature is expressly required.

3. Formation of the contract

3.1 Unless expressly stated to be binding, VFR’s quotes are non-binding and valid for 30 days.

3.2 The contract is formed by signing a contract or quote, by VFR’s written order confirmation, by acceptance of a quote in text form or by commencement of service provision with the client’s knowledge and consent.

3.3 VFR may decline an assignment without giving reasons, particularly in cases of conflicts of interest, insufficient creditworthiness or regulatory obstacles.

3.4 Changes and extensions to the scope of the assignment require agreement in text form and are charged according to time spent unless otherwise agreed.

4. Services

4.1 General provisions

4.1.1 VFR provides its services professionally, carefully and in accordance with the recognised state of technology and practice at the time of performance.

4.1.2 Unless a contract for a specified work has been expressly agreed, VFR owes diligent performance rather than a particular economic result. In particular, no investment, tax, sales or campaign outcome is guaranteed.

4.1.3 Dates and deadlines are binding only if agreed in writing as fixed. Delays caused by late cooperation from the client extend the deadlines accordingly.

4.2 Insurance brokerage and risk management

4.2.1 VFR acts as an independent insurance intermediary under the Insurance Supervision Act (VAG) and is entered in FINMA’s intermediary register (registration no. F01490428). VFR is a member of the Swiss Insurance Brokers Association SIBA and holds professional liability insurance to the extent required by law.

4.2.2 The activities include, in particular, analysing insurance needs, tendering and comparing quotes, arranging and managing insurance contracts, providing claims support, and preparing risk analyses and risk management concepts.

4.2.3 The insurance contract is concluded exclusively between the client and the relevant insurer. VFR does not bear the insured risk or assume the insurer’s rights and obligations. VFR is not liable for benefit decisions, the scope of cover or the insurer’s solvency.

4.2.4 In accordance with its statutory information duties, VFR informs the client of its identity, intermediary status, any economic ties to insurers, and the nature and source of its remuneration.

4.2.5 The client must answer the insurer’s application and disclosure questions fully and truthfully. VFR is not liable for the consequences of a breach of the duty of disclosure.

4.2.6 Claims notifications, cancellations, contract changes and other time-sensitive declarations must reach VFR sufficiently early to allow timely forwarding, generally no later than ten working days before the deadline. With shorter notice, VFR does not guarantee compliance with the deadline.

4.2.7 Complaints may be addressed to VFR. The client may also contact the competent Ombudsman for Private Insurance and SUVA.

4.3 Fiduciary, financial and accounting services

4.3.1 VFR provides services particularly in financial and payroll accounting, closing accounts, receivables and payables management, debt collection and enforcement support, personnel administration, social insurance, VAT returns and administrative support.

4.3.2 VFR does not provide statutory or financial audit services or perform audit procedures under the Swiss Code of Obligations unless separately agreed in writing and legally permissible.

4.3.3 The work is based on documents and information supplied by the client. Unless an audit or review assignment exists, VFR is not obliged to check their substantive accuracy, completeness or authenticity. If VFR identifies obvious inconsistencies, it informs the client.

4.3.4 The client remains responsible for complying with their statutory obligations, particularly bookkeeping, reporting, declaration and retention duties, and for timely submissions to authorities. Responsibility for the content of the annual accounts and tax returns lies with the client.

4.3.5 Client documents are retained for the duration of the mandate and made available for collection afterwards. VFR has no obligation to retain them beyond statutory periods.

4.3.6 Where VFR acts as a financial intermediary under anti-money laundering legislation, the client must cooperate in identifying the contracting party and beneficial owner. VFR may make legally required reports and terminate the business relationship without notice if cooperation is lacking.

4.4 IT and software services

4.4.1 VFR provides IT consulting, software and application development, web development, system integration, data migration, hosting intermediation, maintenance and support.

4.4.2 The scope of services is determined by the specifications, requirements document or quote agreed in writing. Functions, interfaces, adaptations or migrations not expressly listed are not part of the contract.

4.4.3 After completion of a work or agreed milestone, the client reviews the service within ten working days and reports defects in text form with a clear description. If no defect notice is given within that period, or the result is used in production, the service is deemed accepted.

4.4.4 VFR remedies reproducible defects reported in due time within a reasonable period. If remediation fails after two attempts, the client may request an appropriate reduction in remuneration. Any further claims are governed by clause 12.

4.4.5 There is no warranty that software will run without errors or interruption. Defects caused by improper use, unauthorised intervention by the client or third parties, missing updates, changes to the system environment, third-party software or force majeure are excluded.

4.4.6 Third-party services (hosting, domains, licences, cloud and payment services, interfaces) are subject to the respective providers’ terms. VFR is not liable for their availability, price changes or discontinuation.

4.4.7 Data backups are the client’s responsibility unless a backup service is expressly agreed. Before any work on production systems, the client must create a complete, restorable backup.

4.4.8 Maintenance and support services are provided only if agreed. Unless response times have been agreed, requests are handled subject to availability.

4.5 Marketing and communication services

4.5.1 VFR provides marketing consulting, concept development, graphics and design, content creation, social media, online advertising, search engine marketing and campaign management services.

4.5.2 Drafts and concepts are submitted to the client for approval. By approving them in text form, the client assumes responsibility for the content, message and accuracy of the approved materials. Errors discovered after approval are at the client’s expense.

4.5.3 The client ensures that the content, trademarks, logos, images and data they supply are free of third-party rights or that they hold the necessary usage rights. The client fully indemnifies VFR against third-party claims.

4.5.4 VFR does not warrant that content specified or approved by the client complies with competition, unfair competition, trademark or data protection law. A legal review is performed only if expressly agreed in writing.

4.5.5 No assurances are given regarding reach, rankings, conversions, interactions or the commercial success of campaigns. Media costs, advertising budgets and platform fees are borne by the client and charged separately.

4.5.6 VFR may cite completed work as a reference while respecting confidentiality, unless the client objects in text form.

5. Client’s duty to cooperate

5.1 The client provides VFR with all information, documents, data, access permissions and explanations needed to fulfil the assignment, in good time, completely, truthfully and in a usable form.

5.2 The client promptly reports changes in factual or legal circumstances material to service provision. These include changes of address, company, ownership or representation, changes in risk, claims, and changes to staff or system environments.

5.3 The client appoints a contact person responsible for information, approvals and decisions, and ensures they can be reached.

5.4 If the client fails to fulfil their duty to cooperate, VFR may suspend services until it is fulfilled. Any resulting additional work and waiting time costs are charged according to time spent; agreed deadlines are postponed accordingly.

5.5 VFR is not liable for disadvantages arising from incomplete, late or incorrect information supplied by the client.

6. Engagement of third parties

6.1 VFR may engage auxiliary persons, subcontractors and external specialists to provide its services. The duty of confidentiality is also imposed on them.

6.2 If a specific third party is engaged or an assignment referred to a third party at the client’s express request, VFR’s responsibility is limited to exercising care in selection and instruction.

7. Remuneration

7.1 Remuneration is based on the quote, individual contract or VFR’s current fee and rate schedule. In the absence of an agreement, the customary local rate for comparable services applies.

7.2 Billing is based on time spent, a flat fee, a subscription or commission. Partial time units are billed according to the agreed increments or, unless otherwise agreed, in 15-minute units.

7.3 Flat fees and subscriptions cover only the agreed services. Additional services, special requests, urgent assignments, work outside regular business hours and repeated work due to subsequent change requests are charged separately according to time spent.

7.4 Expenses, travel costs, disbursements, charges from authorities, platforms and third parties, and licence and media costs are charged additionally. VFR may require advances for third-party costs.

7.5 All amounts are in Swiss francs, excluding VAT and any other applicable charges.

7.6 In insurance intermediation, remuneration may consist wholly or partly of brokerage commissions and compensation from insurers. The client is informed of the nature and basis of this compensation. An additional fee agreement remains possible; double remuneration for the same service is excluded.

7.7 VFR may adjust rates and prices at the start of a new billing period with 30 days’ notice. In that case, the client may terminate the affected contract in writing as of the adjustment’s effective date.

8. Invoicing and payment

8.1 Invoicing takes place after services are provided, periodically or according to the agreed payment schedule. Advance, interim and partial payments may be required for substantial assignments.

8.2 VFR’s general payment period is 30 days. Invoices are payable without deduction within 30 days of the invoice date. A different payment period applies only if expressly agreed in writing or stated on the invoice.

8.3 Invoices may be delivered electronically, particularly by email as PDF files. The client expressly agrees to this.

8.4 Invoice objections must be submitted in text form with reasons within ten days of the invoice date. If this period expires without objection, the invoice is deemed accepted. Disputing individual items does not entitle the client to withhold the undisputed invoice amount.

8.5 The client may not offset VFR’s claims against their own claims unless those claims are acknowledged or established by a final binding decision.

9. Late payment and reminders

9.1 Default. The client is in default upon expiry of the payment period without further reminder. Default interest of 5% per year is payable from that point.

9.2 Reminder stages. VFR applies the following reminder procedure; the fees are charged to the client as loss arising from default, in addition to the principal claim:

9.3 Delivery. Reminders may be sent by email or post. Delivery to the last notified address is deemed valid. The client must notify changes of address without delay.

9.4 Start of the time limit. The payment period at each reminder stage starts on the date of that reminder. Partial payments do not restart the reminder process; it continues for the outstanding balance.

9.5 Debt enforcement. Once the payment reminder deadline expires without payment, VFR may initiate debt enforcement without further reminder stages and refer or assign the claim to a debt collector or legal representative. Completing every reminder stage is not a prerequisite for legal enforcement.

9.6 Order of allocation. Incoming payments are allocated first to costs and fees, then to default interest and finally to the principal claim.

9.7 Additional costs. Debt enforcement, collection and legal representation costs, along with fees for chargebacks, unpaid direct debits and address searches, are borne by the client to the extent permitted by law.

9.8 Suspension of services. In the event of late payment, VFR may suspend all services until full payment, block access, hosting, licences and support, and withhold work results and documents to the extent permitted by law. The client remains obliged to pay the agreed remuneration. Any disadvantages arising from the suspension are borne by the client.

9.9 Advance payment and acceleration. In the event of repeated late payment, a material deterioration in creditworthiness or debt enforcement proceedings, VFR may require advance payment or security for further services and make all outstanding claims immediately due.

9.10 Credit checks. VFR may obtain information from credit agencies and debt enforcement offices to assess creditworthiness and, in the event of default, disclose data necessary for enforcement to debt collection and legal service providers.

10. Intellectual property and usage rights

10.1 All copyright and intellectual property rights in the work results, particularly software, source code, concepts, designs, graphics, texts, methods and tools, remain with VFR or the entitled third parties.

10.2 After full payment of the agreed remuneration, the client receives a non-exclusive, non-transferable right, unlimited in time and territory, to use the work results in accordance with the contract within their own business operations.

10.3 The transfer of exclusive rights, release of source code and rights to modify, further develop, sublicense or resell require a separate written agreement and separate remuneration.

10.4 Unimplemented or unapproved drafts, concepts and presentations remain VFR’s property and may not be used by the client.

10.5 VFR’s standard components, libraries, frameworks, templates and pre-existing know-how remain unrestrictedly available for other projects. Rights to third-party software are governed by the respective providers’ licence terms.

10.6 Removing copyright notices or altering the work results in a way that distorts their meaning is prohibited.

11. Data protection

11.1 VFR processes personal data in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the General Data Protection Regulation (GDPR).

11.2 Personal data is processed solely to initiate and perform contracts, fulfil statutory and regulatory obligations, invoice and enforce claims, and provide information about our own services.

11.3 Data is disclosed to third parties only where necessary to perform the contract, particularly to insurers, authorities, social insurers, IT, hosting, payment, debt collection and legal service providers, or where required by law or covered by consent. Appropriate safeguards are applied to transfers abroad.

11.4 Where VFR processes personal data on the client’s behalf, the client is deemed the data controller. The client ensures that the necessary legal bases and information obligations are met. A data processing agreement is concluded on request.

11.5 Within the statutory framework, data subjects have rights of access, rectification, erasure, restriction and data release. Requests must be sent to datenschutz@vfrmanagement.ch or in writing to the Data Protection Officer, Bollstrasse 43, 3076 Worb. Statutory and regulatory retention obligations remain reserved.

11.6 Further information is provided in the privacy notice at www.vfrmanagement.ch.

12. Confidentiality

12.1 The parties undertake to treat all non-public information and trade and business secrets obtained during the business relationship as confidential and to use them solely to perform the contract.

12.2 The duty of confidentiality is unlimited in time and continues after the business relationship ends.

12.3 This excludes information that is public, lawfully obtained from third parties, independently developed or required to be disclosed by law or by an administrative or judicial order. VFR may also disclose information to third parties engaged under clause 6.

13. Liability

13.1 VFR is liable for damage caused intentionally or through gross negligence by itself or its auxiliary persons.

13.2 Liability for slight and moderate negligence is excluded to the extent permitted by law.

13.3 To the extent permitted by law, liability for indirect and consequential damage is excluded, particularly lost profits, production or business interruption, data loss, replacement costs, third-party claims, reputational damage, tax disadvantages, fines and consequences of delay.

13.4 To the extent permitted by law, total liability is limited to the remuneration paid by the client for the relevant assignment during the last twelve months.

13.5 Liability is excluded for damage resulting from incomplete or incorrect information provided by the client, breaches of their duties to cooperate and notify, acts or omissions of third parties, disruptions or failures of telecommunications, cloud and platform services, and force majeure events.

13.6 Claims against VFR must be asserted within twelve months of becoming aware of the damage and no later than two years after the event causing the damage, unless mandatory statutory time limits provide otherwise.

13.7 The client indemnifies VFR against third-party claims based on content, data or instructions supplied or approved by the client.

14. Force majeure

14.1 Events beyond the parties’ control, particularly natural events, epidemics, official orders, war, strikes, power and network outages, cyberattacks and disruptions at service providers, release the parties from their performance obligations for their duration.

14.2 If the event lasts more than 60 days, either party may terminate the affected contract in writing. Services already provided must be paid for.

15. Contract duration and termination

15.1 The contract term is agreed individually and may be fixed or indefinite.

15.2 Unless otherwise agreed, indefinite continuing contractual relationships, particularly mandate, maintenance, support and subscription agreements, may be terminated in writing by either party with three months’ notice at the end of a calendar quarter.

15.3 Fixed-term contracts end upon expiry of the agreed term. If the contract continues tacitly, it renews for successive one-year periods and may be terminated with three months’ notice at the end of the contractual period.

15.4 Both parties retain the right to terminate with immediate effect for good cause. Good cause includes, in particular, material breaches of contract, late payment despite a reminder, breaches of cooperation or confidentiality duties, insolvency, bankruptcy, a composition moratorium, regulatory obstacles and conflicts of interest.

15.5 Services provided and expenses incurred up to termination must be paid in full. In the event of early termination attributable to the client, agreed flat-rate fees for the remaining term remain payable to the extent permitted by law.

15.6 After termination, VFR returns the client’s documents at their request and expense. A right of retention for outstanding claims is reserved to the extent permitted by law. Copies may be retained to comply with statutory retention obligations.

15.7 In insurance intermediation, VFR’s support obligations end when the mandate terminates. From that point, the client or a new intermediary is responsible for ongoing management of the insurance contracts.

16. Non-solicitation

During the contract and for twelve months afterwards, the parties undertake not to actively solicit employees of the other party who worked on the assignment, unless that party consents in writing.

17. Assignment

The client may transfer contractual rights and obligations to third parties only with VFR’s prior written consent. VFR may transfer the contract to a successor company as part of a business succession or restructuring and may assign claims.

18. Communication

18.1 Communication may take place electronically. The client consents to receiving communications, contracts, quotes, reminders and invoices by email.

18.2 The client acknowledges that unencrypted emails involve security risks and may become accessible to third parties. VFR is not liable for damage arising from loss, delay, alteration or unauthorised access to electronic messages, provided it has exercised customary due care.

18.3 Communications are deemed delivered when sent to the last notified address.

19. Amendments to the GTC

19.1 VFR may amend these GTC at any time. Amendments are communicated to the client at least 30 days before taking effect, in text form or by publication at www.vfrmanagement.ch.

19.2 If the client does not object in writing before the amendments take effect or continues using services afterwards, the amended GTC are deemed accepted. In the event of an objection, either party may terminate the affected contract as of the amendment’s effective date.

20. Severability

If any provision of these GTC is or becomes wholly or partly invalid or unenforceable, the remaining provisions remain effective. The invalid provision must be replaced by a permissible provision that most closely reflects its economic purpose. The same applies to contractual gaps.

21. Applicable law, place of performance and jurisdiction

21.1 All legal relationships between VFR and the client are governed exclusively by Swiss law, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

21.2 Unless otherwise agreed, the place of performance for all services and payments is VFR’s registered office.

21.3 In the event of a dispute, the parties first seek an amicable solution.

21.4 To the extent permitted by law, exclusive jurisdiction lies at VFR’s registered office in Worb (Canton of Bern). Mandatory jurisdictions, particularly those protecting consumers, remain reserved. VFR may also bring proceedings against the client at their registered office or place of residence.

22. Entry into force

These GTC take effect on 1 November 2026 and replace all earlier versions, particularly the version of 2 May 2024. Existing contracts are governed by the version valid when they were concluded, subject to an amendment under clause 19.