General Terms and Conditions (GTC)

1. Scope and conclusion of contract

1.1 These General Terms and Conditions (“Terms”) apply to all mandates and services that Glatt Digital GmbH, Sunnhaldenstrasse 9a, 8192 Glattfelden, Switzerland (“Glatt Digital”, “we”) provides to its clients (“the Client”). A Mandate is part-time sales leadership for the Client as set out in clause 2; fixed-price projects are governed by clause 1.2.

1.2 Fixed-price projects (CRM & Sales Automation, Lead Generation, Revenue Operations, Sales Enablement and the like) are governed by the respective quote, which sets out scope, acceptance, fixed price, payment and termination. Of these Terms, clauses 1, 5.2, 5.4, 5.5, 7 to 10 and 13 apply to such projects, with the fixed price taking the place of the retainer in clause 5.5 and of the three monthly retainers in clause 10.1. HeySali is included in projects only where the quote provides for it; in that case clauses 8.5 to 8.8 apply mutatis mutandis, with the end of the period of use stated in the quote or, failing that, acceptance or early termination of the project taking the place of the end of the Mandate.

1.3 Our services are aimed exclusively at businesses. Anyone acting for a Client confirms that they are authorised to do so.

1.4 The contract is concluded when the Client accepts our quote in writing or we confirm the Client’s order in writing, and at the latest when work begins. Email suffices. The accepted quote or the order confirmation (“Mandate Agreement”) sets out workload, start date, retainer, contact persons and any special arrangements. Where it conflicts with these Terms, the Mandate Agreement prevails. These Terms are publicly available at glattdigital.ch/agb and form part of every quote and every order confirmation. By accepting the quote, by the order confirmation or by the start of work, the Client acknowledges these Terms (version as stated in the header).

1.5 The Client’s general terms and conditions apply only to the extent that we have expressly accepted them in writing in the Mandate Agreement; otherwise they are excluded, even if we do not expressly object to them.

1.6 Information on glattdigital.ch does not constitute fixed prices; the results of the cost calculator are indicative. The definitive quote is sent after an initial conversation.

1.7 HeySali (heysali.ch) is a platform of Glatt Digital GmbH with its own terms and its own privacy policy. These Terms prevail over the HeySali terms only where HeySali is included in a Mandate (clause 8.5) or, under clause 1.2, in a project, and only for that use, in particular as regards scope, cost, duration, connection, platform data, deletion and liability (clauses 8.5 to 8.8 and 10). In all other respects the HeySali terms and privacy policy govern that use unchanged, in particular their usage restrictions; if they change, clause 13.2 applies mutatis mutandis to that use. The HeySali terms form part of the contract only for the use of HeySali; all other services under a Mandate or project are governed solely by these Terms and the Mandate Agreement or quote. Outside a Mandate or project, in particular for the Client’s own subscription under clause 8.8, HeySali is governed exclusively by its own terms.

2. Services

2.1 In the Mandate we lead the Client’s sales at the agreed part-time workload, with responsibility for the forecast. Unless the Mandate Agreement says otherwise, this includes:

• kick-off workshop (max. 1 day) and onboarding in the first two weeks: review of pipeline, figures and CRM, conversations with the team, target customer profile and pricing logic
• weekly sales meeting and pipeline review (max. 1 hour)
• forecast and reporting
• outreach based on concrete buying signals, including first contact
• HeySali in a workspace of its own for the Client, for the term of the Mandate and at no additional cost (clauses 8.5 to 8.8)
• coaching
• quoting, pricing and closing process
• building up the internal successor

2.2 Not included are purchased address lists, anonymous cold lists without a trigger, tele-sales and the work of a lead agency. Every contact we approach has a dated trigger and a documented source. This may, however, be adjusted after consultation and by mutual agreement. In no case do we deliver leads or contact data from HeySali as a list or file; the email notifications under clause 8.6 are not such a delivery.

2.3 We owe diligent and professional work under Swiss mandate law (Art. 394 et seq. of the Swiss Code of Obligations, CO), not a particular revenue figure or a particular number of leads, meetings or deals.

2.4 The services are performed by Glatt Digital GmbH. For defined tasks we may, after prior consultation and agreement with the Client, bring in additional support; clause 10.4 applies.

2.5 Services that go beyond clause 2.1 or the Mandate Agreement are quoted separately and shown as separate items in the quote.

3. Workload, way of working and availability

3.1 The workload is agreed as a weekly block and set out in the Mandate Agreement. The weekly block is the agreed number of working hours per week that we reserve for the Client; it is measured in hours only. Example: a weekly block of 7 hours corresponds, including holidays under clause 3.4, to around 28 hours per month on an annual average; larger weekly blocks correspondingly more. The monthly average is decisive; individual weeks may be above or below it. The sales meeting and pipeline review under clause 2.1 form part of the weekly block; otherwise we schedule our own time under clause 3.5.

3.2 Changes to the workload are agreed by the parties in writing and take effect from the start of the following month. The retainer changes accordingly (clause 5.1).

3.3 We generally work remotely, with our own hardware and tools, and access the Client’s systems through the access granted under clause 4.2; clauses 8.5 to 8.8 apply additionally to HeySali. Where needed, we are on site for the start and onboarding, for key meetings and for customer visits. Meetings outside German-speaking Switzerland are agreed between the parties in advance.

3.4 We are reachable on working days during normal office hours. We announce absences such as holidays or training in advance; holidays of up to four weeks per year (pro rata to the duration of the Mandate) are included in the workload and are not made up; other absences we make up. If illness or accident prevents us from working, we make up the time; if the absence lasts longer than two consecutive weeks, we make it up within three months or reduce the retainer pro rata from the third week onwards; the parties consult each other.

3.5 Glatt Digital GmbH is an independent contractor. We organise our own time, are not integrated into the Client’s work organisation, are not subject to any employer’s right to issue instructions, and serve other clients. The Client’s instructions are limited to the objective, content and priorities of the Mandate, including the requirements for approaching contacts under clause 8.4 (Art. 397 CO); working hours, place of work, tools and approach are determined by us. Appearing under the Client’s name as set out in clause 11 serves solely the sales work within the Mandate and does not integrate us into the Client’s business. Neither an employment relationship nor staff leasing is created.

4. Client cooperation

4.1 The Client designates a contact person on its side who takes decisions within a reasonable time, and introduces us to the team in the first two weeks.

4.2 The Client grants us in good time the access we need for the work: CRM, an email address under its domain, calendar and communication tools, and the documentation on offering, prices, customers and pipeline. Access is personal and is not passed on. Licences for the Client’s systems are paid for by the Client.

4.3 The Client informs us of everything material to the work, in particular of changes to offering, prices, team and strategy, and attends the agreed meetings.

4.4 Business decisions are taken by the Client. It approves prices, terms, quotes and contracts towards its customers unless it has granted us authority under clause 11.3.

4.5 The Client is responsible for ensuring that the data it provides to us was collected lawfully and may be used for sales work.

4.6 If the Client’s cooperation is not forthcoming, dates and results shift accordingly; the retainer remains due.

5. Fees

5.1 The fee is a fixed retainer, agreed by both parties in advance, which follows the workload (example: a weekly block of 7 hours). Larger weekly blocks cost more; from 8 hours per week a volume discount applies as set out in the Mandate Agreement. The amount is set out in the Mandate Agreement. Use of HeySali under clause 8.5 is included in the retainer.

5.2 All amounts are in Swiss francs and exclude VAT.

5.3 For the first three months of the collaboration we invoice the total retainer in advance. Thereafter the retainer is invoiced monthly in advance. If the Mandate does not start or end on the first of a month, we charge that month pro rata by calendar days. If the Mandate ends before the end of a period paid in advance, or if the retainer is reduced under clause 3.4, we refund the unused part pro rata by calendar days or credit it; claims under clause 6.3 are reserved. A start fee for kick-off and onboarding agreed in the Mandate Agreement is earned once they have been carried out and is not refunded.

5.4 Invoices are payable net within 10 days of the invoice date.

5.5 In the event of late payment, the Client owes default interest of 5% per year on the outstanding amount (Art. 104 CO) plus a reminder fee of CHF 30 per reminder. If an invoice remains unpaid 14 days after a written reminder, Glatt Digital GmbH may suspend work until payment is received; the retainer remains due for that period.

5.6 A performance-based fee exists only where the Mandate Agreement provides for it; the Mandate Agreement sets out the basis of assessment, the rate and which deals count. Unless the Mandate Agreement says otherwise: the performance-based fee arises only on net revenue invoiced and paid by the end customer, pro rata for partial payments and not for cancellations or reversals; it is settled monthly, and the Client provides us with the information needed for this. An agreed performance-based fee is also due for deals we initiated during the Mandate that close within six months after it ends.

5.7 Travel to meetings in German-speaking Switzerland is not included in the retainer. The related travel expenses and disbursements are charged after prior agreement, at cost: public transport 1st class, own vehicle CHF 0.70 per kilometre, mid-range hotels and meals within reasonable limits; we provide receipts on request. The same applies to meetings outside German-speaking Switzerland (clause 3.3).

6. Term and termination

6.1 The Mandate starts on the agreed date, usually within two weeks of the contract being concluded. It is designed to run for at least three months: the first two weeks serve as the start phase; at the end of the third month the parties take stock together and decide whether the Mandate continues or the internal team takes over. Termination is governed by clause 6.2.

6.2 Either party may terminate the Mandate as of the end of any month, for the first time as of the end of the third full calendar month of the Mandate. Notice must reach the other party by the 15th of the month and is given in writing; email suffices.

6.3 Each party’s right to end the Mandate at any time under Art. 404 CO remains intact and cannot be excluded. A termination before the date under clause 6.2 is therefore effective. A party that ends the Mandate at an inopportune time compensates the other party for the damage it suffers as a result (Art. 404 para. 2 CO), in particular for expenses incurred in reliance on the Mandate continuing. Only this reliance loss is compensated; the retainer for the period after the termination and lost profit are not owed; retainers paid in advance are refunded under clause 5.3. A termination that complies with clause 6.2 is not made at an inopportune time.

6.4 Either party may end the Mandate without notice for good cause, in particular in the event of a serious breach of contract that is not remedied within 14 days despite a written warning, of payment more than 30 days overdue after a reminder, or of the other party’s insolvency.

6.5 At the end of the contract we hand over ongoing business in an orderly manner: pipeline, open quotes, contacts and documents in the Client’s systems, and access. We do not hand over leads or other data in HeySali; clause 8.8 applies to them. The handover starts no later than the notice of termination. The Client then deactivates all access.

6.6 The retainer due up to the end of the contract and any performance-based fee agreed under clause 5.6 remain payable. Clauses 7, 8, 9, 10, 11.2 and 12.4 survive the end of the contract.

7. Confidentiality

7.1 Each party keeps confidential all non-public information of the other party that it learns in the course of the Mandate: customer and price lists, pipeline, figures, strategy, contracts, systems and know-how. It uses this information only for the Mandate and discloses it only to persons who need it for that purpose and are bound in the same way.

7.2 This does not cover information that is or becomes public through no fault of the receiving party, that the receiving party lawfully obtained from third parties, or that it must disclose under a law or an order of an authority.

7.3 The obligation applies during the Mandate and for one year after it ends. On request we sign a separate non-disclosure agreement before the kick-off.

7.4 We name the Client as a reference only with its written consent.

8. Data protection, data security and HeySali

8.1 Both parties comply with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the GDPR. How Glatt Digital processes personal data is set out in the privacy policy on glattdigital.ch.

8.2 In the Mandate we process personal data of the Client’s employees, customers and prospects on the Client’s behalf and on its instructions. The Client remains the controller; Glatt Digital GmbH is the processor. We process this data only for the Mandate, keep it confidential, protect it with appropriate technical and organisational measures and support the Client with requests from data subjects. We notify the Client of any breach of data security as soon as possible (Art. 24 para. 3 FADP). We engage further processors only with the Client’s prior approval; the service providers named in the Mandate Agreement are deemed approved, as are the providers of our own working tools under clause 3.3 that we notify to the Client in writing before the start of the Mandate and to which the Client does not object before the start. We inform the Client of changes in advance; the Client may object to them for good cause. This clause constitutes the agreement under Art. 9 FADP. Where the Client or applicable law, in particular Art. 28 GDPR, requires a more extensive data processing agreement, the parties conclude it together with the Mandate Agreement; it prevails over this clause.

8.3 We work in the Client’s systems and under its domain; the Client’s data stays there. Platform data and Client data in HeySali stay in HeySali (clause 8.6). We limit our own copies to what is needed for reports and the documentation of the Mandate and delete them within 30 days of the handover, subject to statutory retention obligations. Where a performance-based fee is agreed (clause 5.6), we keep a list of the deals we initiated, with the details under clause 8.7, until that fee has been settled.

8.4 The Client remains responsible for being allowed to approach contacts. It decides on channels and cadence and ensures that a legal basis for the contact exists, in particular for contact by email (Art. 3 para. 1 let. o of the Swiss Unfair Competition Act, UCA) and by telephone (Art. 3 para. 1 let. u UCA: without an existing business relationship between the Client and the contact, we do not call numbers marked with an asterisk in the telephone directory or numbers without a directory entry). We approach contacts only individually and with a concrete trigger, subject to an arrangement under clause 2.2.

8.5 HeySali is included in the Mandate: for the term of the Mandate we set up a workspace of its own for the Client, with the same scope as a HeySali Pro subscription for one user at the Client, unless the Mandate Agreement states a different scope; its use is included in the retainer. We provide and administer the workspace; it is not a system of the Client within the meaning of these Terms. Only we change the settings for connection, export and access. At the Client’s request we connect the workspace to the Client’s CRM on a read-only basis: HeySali reads companies and contacts from the CRM so that existing customers and known contacts are recognised, and we set up the connection so that nothing is written to the CRM. The Client grants read-only permissions for this and may disconnect at any time. HeySali is one of our own working tools under clause 3.3; we notify the Client in writing of its sub-processors under clause 8.2 before the start of the Mandate. Leads, contact and company data, signals and other platform data are not transferred into the Client’s CRM or other systems (clause 8.6). Functions that transfer, synchronise or export data out of HeySali are not part of the service and are not used in the Mandate; we may disable them in the workspace. In all other respects the Client uses HeySali like any other HeySali user, unless these Terms provide otherwise; this includes the email notifications under clause 8.6, in particular the weekly digest.

8.6 Platform data within the meaning of these Terms is the data that HeySali makes available in the workspace or derives from it, in particular company and contact data from data providers, signals and buying-intent data, leads, lists, lead briefings and scores. Client data in HeySali is the copies read through the connection, the Client’s imports, and the search profiles, notes and comments that the Client, or we on its behalf, create in the workspace; clause 8.2 applies to it. The originals in the Client’s own systems belong to neither category. We are not the Client’s processor under clause 8.2 for platform data: we provide it on our own responsibility and within our contracts with our data providers. Where the Client uses it to approach contacts, the Client is the controller for that use (clause 8.4). Platform data and Client data in HeySali stay in HeySali. During the Mandate the Client uses platform data only in the workspace and only for its own internal customer acquisition, in particular to approach individual persons and companies under clause 8.4. Neither the Client nor we transfer, export, synchronise or copy platform data or Client data in HeySali into the CRM or other systems of the Client, into our own systems outside HeySali, into systems of third parties or into another HeySali workspace, whether automatically or manually, including as a list, file, screenshot, printout or presentation, or in any other way that circumvents this rule. Individual outreach under clause 8.4 is not a transfer: for this purpose we or the Client use the contact details of the person approached, case by case, in the Client’s mailbox or by telephone; clause 11.2 applies to the messages and clause 8.7 to details arising from an exchange. Likewise, the notifications that HeySali sends by email to the user accounts in the workspace, as it does to all other users, in particular the weekly digest, are not a transfer, handover or surrender within the meaning of these Terms; exports are not included. These emails may be received and read in the mailbox of the respective user; their content remains platform data, and in all other respects the rules of this clause apply to it. The Client does not build a database of its own from platform data, does not pass it on to third parties, including affiliated companies, whether or not for consideration, and complies with the usage restrictions of the HeySali terms, in particular: no sublicensing and no use for decisions on credit, insurance or employment. It ensures that its employees and agents comply with these rules. We provide platform data without warranty as to accuracy, completeness or currency; to the extent permitted by law, our data providers have no liability towards the Client. If our contract with a data provider ends or changes, we may remove that provider’s data from the workspace at any time; where possible we inform the Client in advance, and the retainer remains unchanged. We keep each client’s data in a separate workspace and do not transfer it into any other workspace, including a separate workspace of the Client. In the event of a breach we may block access to HeySali immediately; the retainer remains due, and clause 6.4 remains unaffected.

8.7 Outreach may lead to an actual exchange with a person or company, such as a reply, a conversation, a meeting, a quote or a deal. Messages sent and received under the Client’s domain in the process belong to the Client under clause 11.2. Once such an exchange has taken place, we or the Client may record that contact individually and manually in the Client’s CRM, solely with the details that stem from the exchange itself or that the person provides, together with notes of the conversation and next steps; nothing is taken over from HeySali in the process. These details are not platform data, belong to the Client and are not affected by the deletion under clause 8.8. Leads without such an exchange, signals, buying-intent data, lead briefings and scores are not recorded in the Client’s CRM; they stay in HeySali.

8.8 When the Mandate ends, for whatever reason, including termination under clause 6.3 or 6.4, all of the Client’s rights to HeySali and to the platform data end; we block access to the workspace and remove the CRM connection. We delete the workspace, together with the Client’s user accounts, all platform data and all Client data in HeySali, without delay and at the latest within 30 days of the end of the Mandate. The Client gives the instruction to delete the Client data in HeySali by these Terms (clause 8.2); no return takes place, and the originals of the CRM data read remain in its own systems. Data from HeySali is not handed over, surrendered or exported, either before or after the end of the Mandate, including through the platform; the Client has no claim to this, including under Art. 400 CO, and we do not follow instructions to the contrary. Deleted data cannot be restored; the Client cannot derive any claims from the agreed deletion. Backups are overwritten in the ordinary rotation; if a backup is restored before then, we delete the workspace data again. The deletion does not cover data that we must retain under statutory obligations (in particular Art. 958f CO) or logs and usage figures without the content of leads, contacts or signals that we need for security, as evidence of the deletion and for audits by our data providers; we delete them as soon as that purpose no longer applies. On request we confirm the deletion in writing. The Client makes no further use of platform data after the end of the Mandate; if, contrary to clause 8.6, it has made copies, it deletes them within the same period and confirms this in writing on request. Data in the Client’s own systems is not affected, in particular the originals of the CRM data read and the details under clause 8.7. If the Client wishes to use HeySali itself afterwards, it may take out its own subscription after the end of the Mandate, on the HeySali terms and prices then in force. This is a separate contract and starts with a new, empty workspace; no data, settings or search profiles are carried over from the Mandate.

8.9 We continue to use the Client’s existing software licences; the respective provider’s terms apply to them.

9. Work results and rights of use

9.1 Work results that we create specifically for the Client (target customer profile, playbooks, templates, process descriptions, CRM configurations, reports, presentations) may be used and adapted by the Client for its business without time limit once paid in full. The Client receives the target customer profile as a document; its set-up as a search profile in HeySali is deleted under clause 8.8.

9.2 Our pre-existing know-how, our methods, templates and tools, and HeySali remain our property. Where they are incorporated into work results, the Client receives a non-exclusive, perpetual right to use them for its business; passing them on to third parties is excluded. Work results contain no platform data, except figures that do not identify individual persons or companies; they may contain details under clause 8.7. The rights to platform data remain with us and our data providers; the Client receives only the right of use under clause 8.6.

9.3 Contacts, deals, quotes, conversation notes and other data that we create in the Client’s systems during the Mandate belong to the Client. We do not create leads from HeySali there; contacts with whom an actual exchange has taken place are recorded only under clause 8.7. Clauses 8.6 and 8.8 apply to data in HeySali.

9.4 We may use experience and general knowledge gained in the Mandate for other clients without disclosing the Client’s confidential information.

10. Liability

10.1 We are liable without limitation for damage we cause intentionally or through gross negligence. For slight negligence, our total liability is limited to three months’ fees, calculated at the most recently agreed retainer.

10.2 For slight negligence we are additionally not liable for lost profit, deals that did not close, consequential damage, or data loss that the Client could have avoided by reasonable backups.

10.3 We are not liable for decisions the Client takes or approves, for the actions of its employees and of third parties, for its systems and data unless we ourselves caused the damage to them, or for the content and availability of third-party services such as CRM systems and data providers.

10.4 For auxiliary persons we bring in, we are liable to the same extent as for ourselves.

10.5 The Client indemnifies us against third-party claims arising from the Client having provided us with data without a legal basis or having issued instructions that violate the law. The same applies to claims and additional charges of our data providers and to claims of data subjects arising from the Client, its employees or agents using, passing on or retaining platform data contrary to clauses 8.6 to 8.8; the indemnity includes reasonable costs of legal defence.

10.6 Liability for personal injury and liability under mandatory law remain unaffected.

11. Appearing under the Client’s domain and authority

11.1 Glatt Digital GmbH appears to the market under the Client’s name and domain: with an email address of the Client, its signature and an agreed job title. The Client provides the address and signature and remains the owner of the address.

11.2 Messages we send and receive under the Client’s domain belong to the Client and stay in its systems. On request we disclose to third parties that we act under a mandate. After the contract ends, the Client redirects or deactivates the address; we make no further use of it.

11.3 Appearing under the Client’s domain confers no authority. We may not bind the Client, in particular not conclude contracts, issue binding quotes or promise prices or discounts, unless the Client grants us, in the Mandate Agreement or separately, a written power of attorney with clear limits (subject matter, amount, duration). The Client informs its team of the applicable arrangement.

12. Other clients, competition and non-solicitation

12.1 We serve several clients in parallel. Exclusivity exists only where the Mandate Agreement provides for it.

12.2 During the Mandate we take on no mandate for a direct competitor of the Client without the Client’s prior consent. Direct competitors are companies that address the same offering to the same target group; on request the parties record them in the Mandate Agreement.

12.3 We disclose conflicts of interest as soon as we become aware of them.

12.4 During the Mandate and for twelve months after it ends, neither party solicits or hires employees of the other unless the other party consents in writing.

13. Final provisions

13.1 Amendments and additions to the contract must be made in writing; email suffices.

13.2 We may amend these Terms. For ongoing mandates, the new version applies from the start of the month after next, provided we have announced it by email at least 30 days in advance and the Client has not, by then, given notice of termination as of that date; this right of termination exists independently of clause 6.2.

13.3 Neither party may assign the contract to third parties without the other party’s consent.

13.4 If a provision of these Terms is invalid, the rest of the contract remains valid. The parties replace the provision with a valid one that comes closest to its economic purpose.

13.5 Swiss law applies, excluding its conflict-of-law rules. The place of jurisdiction is the registered office of Glatt Digital GmbH; mandatory places of jurisdiction are reserved.

13.6 These Terms are available in German and English. In case of discrepancy, the German version prevails.

13.7 Notices to Glatt Digital go to hello@glattdigital.ch or to the person named in the Mandate Agreement; notices to the Client go to its contact person named there.

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