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.

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 The HeySali platform (heysali.ch) is not covered by these Terms. It is governed by the terms published there (clause 8.5).

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
• coaching
• quoting, pricing and closing process
• building up the internal successor

2.2 Not included are purchased address lists from third-party databases, 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.

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 part-time workload is set out in the Mandate Agreement. Example: 20 percent of a full-time position corresponds to 8 hours per week or, including holidays under clause 3.4, around 32 hours per month on an annual average; higher workloads correspondingly more. The monthly average is decisive; individual weeks may be above or below it.

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, connected to the Client’s systems. 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: 8 hours = 20 percent). Higher workloads scale linearly. The amount is set out in the Mandate Agreement.

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, documents and access. 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 and data security

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 data stays there. 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.

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 Where we use HeySali in the Mandate, the Client uses the platform at no additional cost in its own workspace. Company data and signals from HeySali are additionally governed by the HeySali terms and conditions and privacy policy (heysali.ch), in particular the usage restrictions for platform data: no passing on to third parties, no export, no use for decisions on credit, insurance or employment. Free use ends with the end of the Mandate.

8.6 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.

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.

9.3 Contacts, leads, deals and data that we create in the Client’s systems during the Mandate belong to the Client. Clause 8.5 applies to data from 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.

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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