General terms of engagement.

1. Purpose and parties

These terms govern every decision advisory engagement entrusted to CIABATTI, a sole proprietorship under Swiss law registered with the Commercial Register of Upper Valais (UID CHE-254.984.262), hereinafter "the firm", by a company, an institution or an individual, hereinafter "the client". The engagement is a mandate contract within the meaning of Articles 394 et seq. of the Swiss Code of Obligations. The firm undertakes diligent and faithful performance, not a result: the decision remains the client's, and so does the responsibility.

2. Formation of the engagement

An engagement arises from the client's written acceptance of a written proposal from the firm. The proposal fits on one page and sets out the decision question as the firm understood it, the scope, the duration, the deliverables, the fees, any special conditions and the start date. The first thirty-minute conversation preceding the proposal binds neither party and is not charged. No service is owed and no invoice is issued before acceptance of the proposal.

3. Formats

The firm works in three formats. The engagement: one decision to instruct, a timeframe, a deliverable, at a fixed fee. Ongoing counsel: half a day a month, or more in agreed periods, at a fixed monthly fee, for an initial term of six months renewed tacitly for successive six-month periods unless terminated in writing one month before expiry. Speaking: keynote, masterclass or seminar, on quotation; the conditions specific to speaking appear on the Speaking page and in the proposal.

4. Performance

The firm performs the engagement personally, through its owner. It does not delegate or subcontract the advisory service. Where an outside skill is needed, legal, tax, accounting or technical, the firm identifies it in the proposal or during the engagement; the client chooses the provider and contracts with it directly. The firm provides neither legal advice, nor tax advice, nor audit services, nor recruitment, nor operational execution.

The client provides the firm, within the agreed timeframes, with the necessary information, documents and access, and designates a contact person authorised to decide. The firm keeps the client informed of progress at each step of the method and notifies it in writing, when it arises, of any disagreement on the facts, the options or the contemplated decision.

5. Deliverables and follow-up

The deliverables are those described in the proposal. They are handed over to the client and presented to the executive, alone or with the people he designates. A follow-up conversation takes place three months after the debrief, unless otherwise agreed; it is included in the engagement fee.

6. Fees and invoicing

Engagements are invoiced at the fixed fee set in the proposal. Ongoing counsel is invoiced as a fixed monthly fee, in advance. Speaking is invoiced according to the accepted quotation. Fees are exclusive of value added tax, where due, and of travel and accommodation expenses outside Valais and Geneva, invoiced at cost after prior agreement.

Unless the proposal provides otherwise, the fixed fee of an engagement is invoiced half on acceptance and half on debrief. Invoices are payable within thirty days net. In case of late payment, default interest of five per cent per annum is due from the date of formal notice, in accordance with Article 104 of the Code of Obligations. A change of scope requested by the client during the engagement is the subject of a written amendment.

7. Confidentiality

The firm keeps confidential all facts, documents and information of which it becomes aware in performing the engagement, as well as the very existence of the engagement, during its term and without time limit after its end. It cites no engagement and names no client, on its site or elsewhere, and does not use the client's name as a reference without its written consent. At the end of the engagement, working documents are destroyed or returned, at the client's choice, except for one copy of the deliverables kept by the firm under its retention obligations.

The client reciprocally undertakes not to communicate the deliverables to third parties for a purpose other than that of the engagement without the firm's consent, communication to its corporate bodies, its advisers and its financial partners being free.

8. Independence and conflicts of interest

The firm receives no remuneration, commission or benefit from third parties in connection with the recommendations it makes. It promotes no product and no provider. It does not accept an engagement for a direct competitor of a current client and refrains from any engagement that would place it in a conflict of interest; it reports without delay any conflict arising during an engagement, and the parties then agree on how to proceed.

9. Intellectual property

The deliverables handed over are the property of the client, who may use them freely for the needs of its business. The firm's method, templates, tools and know-how, including StratBoard, remain the property of the firm, which remains free to use them for other engagements. The firm reuses no data specific to the client.

10. Data protection

The firm processes the personal data of which it becomes aware in accordance with the Swiss Federal Act on Data Protection and its privacy policy. It uses such data only for the purposes of the engagement, transmits it to no third party not necessary to its performance, and retains it for the periods set out in that policy.

11. Liability

The firm is liable for damage caused intentionally or through gross negligence. Its liability for slight negligence is excluded to the extent permitted by law. In any event, its liability is limited to the amount of the fees received for the engagement concerned. The firm is not liable for the consequences of decisions taken by the client, nor for the inaccuracy of information provided by the client, nor for the services of third parties.

12. Term and termination

The engagement ends with the delivery of the deliverables and the follow-up conversation. In accordance with Article 404 of the Code of Obligations, either party may terminate the engagement at any time; the party terminating at an inopportune time is liable for the damage caused to the other. If the client terminates before the debrief, fees are due pro rata for the work done, and at a minimum for the portion fallen due under the proposal. Ongoing counsel is terminated in accordance with Article 3.

13. Force majeure

Neither party is liable for an impediment due to an event beyond its control. The firm informs the client without delay of any personal impediment of its owner; the parties then agree on a postponement or on the end of the engagement, with fees settled pro rata.

14. Final provisions

These terms form an integral part of every written proposal of the firm. The proposal prevails in case of divergence. Any amendment requires written form. If a provision is void, the others remain applicable. Swiss law applies, to the exclusion of conflict-of-law rules. The parties endeavour to settle any dispute amicably; failing that, the ordinary courts at the seat of the firm, in Valais, have jurisdiction, subject to mandatory venues.

Version 1.0, September 2026. CIABATTI, decision advisory firm, Valais and Geneva. hello@ciabatti.ch