Swissentis GmbH Version: June 2026
This English version is provided for convenience. In case of discrepancies, the German version prevails.
1. Scope
These general terms and conditions (GTC) apply to all offers, advisory, project, training, brokerage and other services of Swissentis GmbH (hereinafter “Swissentis”), unless expressly agreed otherwise in writing.
They form an integral part of all contracts between Swissentis and its clients (hereinafter “Client”).
Differing terms and conditions of the Client apply only if Swissentis has expressly agreed to them in writing.
2. Conclusion of contract
A contract is concluded by
- the written acceptance of an offer,
- the signing of a contract,
- a written order confirmation, or
- the commencement of service provision.
Offers by Swissentis are binding for the period stated in the offer.
3. Scope of services
The nature, scope, objectives and deadlines of the services result from the respective offer or contract.
Swissentis provides services in particular in the areas of
- Cyber security
- Information security
- Artificial intelligence (AI)
- Digital transformation
- Executive & board advisory
- Project and programme management
- Strategy development
- Software advisory and software brokerage
- Partner solutions
- Workshops and training
The assumption of an interim management role or a board of directors mandate is subject to separate provisions to be agreed in each individual case.
The services are provided in accordance with recognised professional standards and to the best of our knowledge and belief.
Unless expressly agreed in writing, Swissentis does not owe any specific economic, organisational or technical result.
4. Client’s duties to cooperate
The Client undertakes to
- provide all required information completely and in good time,
- enable the necessary access to systems,
- designate suitable contact persons,
- take decisions promptly,
- meet agreed deadlines.
Delays due to a lack of cooperation extend agreed deadlines accordingly.
Additional effort resulting from insufficient cooperation is invoiced on a time-and-materials basis.
5. Remuneration
Remuneration is governed by the respective offer or agreement.
Unless otherwise agreed, Swissentis invoices its services as follows:
- advisory services at the agreed daily or hourly rate
- project services on a time-and-materials or fixed-price basis
- software services in accordance with the manufacturer’s or partner’s conditions
All prices are exclusive of statutory value added tax.
6. Invoicing and payment terms
Invoices are payable net within 30 days without deductions.
For projects with a longer duration, Swissentis may issue partial invoices in line with project progress.
In the event of late payment, Swissentis is entitled to
- charge statutory default interest,
- charge reminder fees,
- suspend services until payment has been made in full.
7. Travel and ancillary costs
Travel time, travel expenses, accommodation and other necessary expenses are invoiced in accordance with the offer or at actual cost.
Assignments outside the usual service area may incur additional travel costs.
8. Changes to the scope of services
If the Client requests changes or extensions to the agreed scope of services, these are assessed jointly.
Additional services are provided only after written or electronic approval and are invoiced separately.
9. Confidentiality
Both parties undertake to keep all confidential information secret.
Confidential information includes in particular
- business secrets
- technical information
- security concepts
- source code
- documentation
- client information
- pricing agreements
- project documents
This obligation continues to apply after termination of the contract.
Information is not considered confidential if it
- is publicly known,
- was lawfully obtained from third parties,
- must be disclosed due to legal obligations.
10. Data protection
Swissentis processes personal data exclusively within the framework of the applicable data protection legislation, in particular the Swiss Data Protection Act (FADP).
Where required, the parties conclude a data processing agreement.
11. Information security
Swissentis is committed to appropriately protecting all information entrusted to it.
Where possible, organisational and technical security measures based on recognised standards are applied.
However, complete security against cyber attacks or data loss cannot be guaranteed.
12. Intellectual property
All copyrights, concepts, methods, frameworks, models, templates, presentations and work results remain with Swissentis, unless otherwise agreed in writing.
The Client receives a simple, non-transferable right of use for the agreed contractual purpose.
Any transfer to third parties or commercial use requires written consent.
Manufacturer products and software are subject to the respective manufacturer’s licence terms.
13. Software and third-party providers
Where Swissentis distributes third-party products as part of its service provision, the following applies:
- For software products, the respective manufacturer’s licence and usage terms apply.
- Swissentis assigns its warranty rights against the manufacturer to the Client. Swissentis supports the Client in enforcing the warranty rights against the manufacturer.
- In all other respects, any warranty for third-party products is excluded, to the extent permitted by law.
14. Warranty
Swissentis is committed to providing its services with due care.
Advisory services constitute recommendations.
Responsibility for decisions and their implementation remains with the Client.
Any warranty for
- economic success
- project results
- savings
- fulfilment of regulatory requirements
- complete IT security
is expressly excluded, to the extent permitted by law.
15. Liability
For damage resulting from a culpable breach of contract by Swissentis, Swissentis is liable up to a maximum of the amount of the remuneration owed for services under the affected contract.
Liability for personal injury is not limited.
Swissentis’ liability for indirect damage (consequential damage) is excluded. This applies in particular to damage resulting from data loss and business interruptions as well as to reputational damage and lost profit.
Liability for damage caused intentionally or through gross negligence remains unlimited.
16. Deadlines
Delivery and project deadlines are indicative unless expressly designated as binding.
Delays due to force majeure or a lack of cooperation extend the relevant deadlines appropriately.
17. Force majeure
Neither party is liable for delays or non-performance due to events beyond its control.
These include in particular
- natural events
- pandemics
- war
- terrorism
- strikes
- power outages
- cloud service outages
- cyber attacks
- official measures.
18. Use of subcontractors
Swissentis is entitled to engage qualified employees or subcontractors to perform the contract.
Swissentis remains responsible to the Client for the proper performance of the contract.
19. References
Swissentis may name the Client as a reference or use its logo only with the Client’s prior written consent.
20. Contract duration and termination
Project contracts end automatically upon complete performance of the services.
Ongoing engagements may be terminated by either party in writing with 30 days’ notice to the end of a month, unless otherwise agreed.
Services already rendered and expenses incurred remain payable.
21. Compliance
Both parties undertake to comply with all applicable legal provisions.
In particular, they undertake to comply with the regulations regarding
- anti-corruption
- anti-money laundering
- data protection
- export control
- sanctions.
22. Severability clause
Should any provision of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.
The parties undertake to replace the invalid provision with a provision that comes as close as possible to its economic purpose.
23. Changes to these GTC
Swissentis may amend these GTC at any time.
For existing contractual relationships, the GTC valid at the time the contract was concluded apply, unless otherwise agreed.
24. Applicable law and place of jurisdiction
These GTC are governed exclusively by substantive Swiss law, to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction for all disputes arising from or in connection with these GTC is — to the extent permitted by law — the registered office of Swissentis GmbH.
25. Final provisions
Ancillary agreements as well as amendments or additions to these GTC must be made in writing. This also applies to the waiver of this written form requirement.
In the event of contradictions between an individual agreement and these GTC, the individual contractual agreements prevail.