General Terms and Conditions

Consulting and services

Provider: Tactical Management Switzerland GmbH
Zürich, Switzerland
Commercial Register Switzerland CHE-461.887.091
Managing Director: Marcus Köhnlein
contact@altmanncert.com

As of: 2026-05-25 · Version 1.0

Preamble

The provider renders qualified consulting and services in the areas of certification and compliance consulting in the fields of Information Security, Quality Management and regulatory standards (ISO, SOC, IT-SiG, NIS2). Services are rendered on the basis of individual mandates, order confirmations or engagement letters; these General Terms and Conditions form the contractual framework unless otherwise agreed in the individual case. They reflect the service-specific character — what is owed is the professional performance of the activity, not a particular outcome.

§ 1 Scope and contracting parties

(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts for consulting, advisory, coaching, training, conception, analysis and other services between Tactical Management Switzerland GmbH (hereinafter “Provider”) and the client (hereinafter “Client”).

(2) The GTC apply to consumers within the meaning of § 13 BGB and to entrepreneurs within the meaning of § 14 BGB. Where provisions apply exclusively to one of the two groups, this is indicated. The primary target group is business clients.

(3) Deviating, conflicting or supplementary terms of the Client do not become part of the contract unless the Provider expressly agrees to their validity in writing. This applies even if the Provider performs services without reservation while aware of the deviating terms.

(4) In case of contradictions between these GTC and an individual engagement letter or order confirmation, the individual agreements prevail.

§ 2 Subject matter — services without obligation of success

(1) The subject matter of the contract is the consulting and services described in the engagement letter, the order confirmation or other individual mandate.

(2) The contract is a service contract within the meaning of §§ 611 ff. BGB. The Provider owes the professional performance of the agreed activity according to the recognised state of the respective discipline; a specific economic, legal or other success is expressly not owed.

(3) The Provider is entitled to determine the personnel deployed for performance freely, provided their professional qualifications match the agreed activity. The Client has no claim to performance by a specific person, unless an individual assignment has been expressly agreed.

(4) The Provider does not render legal advice within the meaning of the Rechtsdienstleistungsgesetz (RDG), tax advice within the meaning of the Steuerberatungsgesetz (StBerG) or investment advice within the meaning of the Wertpapierhandelsgesetz (WpHG), unless expressly otherwise agreed and qualified personnel are deployed accordingly.

§ 3 Conclusion of contract

(1) Offers, cost estimates and service descriptions of the Provider are non-binding unless expressly marked as binding.

(2) The contract is concluded by mutual declarations of intent — typically by acceptance of an engagement letter, by express order confirmation, or by the commencement of service activity at the Client's request.

(3) The Provider reserves the right to reject orders without giving reasons, in particular in case of conflicts of interest, justified doubts as to the identity or solvency of the Client, suspicion of money laundering or sanctions violations, and in case of orders that are incompatible with the professional or ethical principles of the Provider.

(4) The Provider is entitled to carry out identification and due diligence obligations under the Geldwäschegesetz (GwG) as well as a conflict check before commencing the activity.

§ 4 Client's duties to cooperate

(1) The Client shall provide the Provider with all information, documents and access required for performance in a timely, complete and correct manner.

(2) The Client names a responsible contact person with sufficient decision-making authority and ensures their availability to the agreed extent.

(3) Delays, additional effort or faulty results that result from a breach of the duties to cooperate are not at the Provider's expense. The Provider is entitled to additionally charge the resulting additional effort at the agreed hourly rates — or, alternatively, at customary market rates.

(4) The Client warrants that the information, data and documents made available are free from third-party rights or that he has the rights required for use within the scope of the mandate.

§ 5 Remuneration and payment

(1) The remuneration agreed in the engagement letter or order confirmation applies. This may be agreed as a fixed fee, as time-based fees according to hourly rates, as a retainer or in a combination of these models. All remuneration is in euros plus statutory VAT and any expenses.

(2) Expenses, travel, accommodation and other project-related expenses are billed separately; travel times are remunerated according to the agreed hourly rates unless otherwise agreed.

(3) The Provider is entitled to demand an advance payment of an appropriate amount — typically 30 % of the expected total remuneration. For longer-term mandates, invoicing takes place monthly or according to agreed milestones.

(4) Invoices are payable within 14 days of receipt without deduction. If a business client falls into default of payment, he owes default interest at nine percentage points above the base interest rate (§ 288 para. 2 BGB) as well as the flat-rate charge under § 288 para. 5 BGB. Statutory rules apply with respect to consumers.

(5) In the event of default of payment, the Provider is entitled to suspend further performance until all outstanding claims have been settled in full. Delays resulting therefrom are not at the Provider's expense.

§ 6 Performance, place and subcontractors

(1) Performance takes place at the Provider's choice at its place of business, at the Client's place of business, at a place agreed with the Client, or remotely. The Provider is entitled to use suitable electronic communication and collaboration tools.

(2) Deadlines and dates are, unless expressly agreed as binding, non-binding benchmarks. Binding dates presuppose timely fulfilment of all the Client's duties to cooperate.

(3) The Provider is entitled to use employees, freelancers, subcontractors and external experts for performance. The Provider is responsible for the professional performance; prior consent of the Client to the use of specific subcontractors is not required.

§ 7 Confidentiality

(1) The parties undertake to treat all confidential information of the other party obtained in connection with the mandate as confidential, to use it exclusively for mandate purposes and not to disclose it to third parties without prior written consent. This applies even after termination of the contractual relationship.

(2) Excluded is information that is demonstrably (a) publicly known or becomes so without any party being responsible for it, (b) was already lawfully known to the receiving party before the start of the mandate, (c) was obtained from third parties without any obligation of confidentiality, or (d) must be disclosed due to statutory, official or judicial order.

(3) The Provider is entitled to mention the existence of the business relationship in anonymised form (industry, size class, type of mandate) for reference purposes unless expressly otherwise agreed. A reference by name is only made with the prior consent of the Client.

(4) Subcontractors and engaged experts are bound to confidentiality by the Provider in the same manner.

§ 8 Exclusion of the right of withdrawal

(1) For service contracts with consumers concluded by means of distance selling or off-premises, the statutory right of withdrawal expires on full performance of the service in accordance with § 356 para. 4 BGB, where the Provider has begun performance of the contract after (a) the consumer has given express consent and (b) at the same time confirmed his awareness that he will lose his right of withdrawal upon full performance of the contract by the Provider.

(2) The Client expressly requests immediate commencement of performance upon placing the order and confirms that he has been informed in text form prior to conclusion of the contract of the above consequence — expiry of the right of withdrawal upon full performance. These declarations are obtained separately in the ordering process or in the engagement letter.

(3) Where the right of withdrawal has not already expired in the individual case pursuant to paragraph 1, the consumer shall, in the event of withdrawal after the start of performance, pay the Provider the amount corresponding to the proportion of the services rendered up to withdrawal compared to the total scope of services contractually agreed (§ 357a para. 2 BGB).

(4) Vis-à-vis entrepreneurs within the meaning of § 14 BGB, there is no right of withdrawal in any event.

§ 9 Exclusion of cancellation and refund

(1) Voluntary cancellation of the mandate or voluntary refund of remuneration already paid is excluded. Services already rendered must in any case be remunerated.

(2) For agreed fixed fees, the Provider retains the full remuneration insofar as it has already fully rendered the service. In the case of partial performance, the Provider is entitled to the pro-rata remuneration of the activity rendered plus reimbursement of expenses; advance payments already made will not be refunded insofar as they have been used up by services rendered.

(3) In the case of short-notice cancellation of agreed appointments — within 48 hours before the agreed date — the Client owes a cancellation flat fee of 100 percent of the fee agreed for the appointment or the corresponding time-based fee.

(4) The right to extraordinary termination for good cause (§ 11 of these GTC) remains unaffected.

§ 10 Defects in performance

(1) Defects in the service rendered must be notified to the Provider without delay, at the latest within fourteen days of becoming aware, in text form, specifying the concrete defect. § 377 HGB applies accordingly to business clients.

(2) In case of a justified and timely notice of defects, the Provider shall remedy the service free of charge to the required extent. If the rectification fails, the Client may, after the unsuccessful expiry of a reasonable grace period, reduce the remuneration pro rata; further rights of withdrawal and claims for damages exist only within the scope of statutory provisions and subject to the liability rules in § 12.

(3) There is no liability for defects insofar as complaints are based on incorrect, incomplete or delayed information from the Client, on a breach of duties to cooperate, or on subsequently changed framework conditions.

(4) Consumer-typical warranty rights remain unaffected insofar as mandatory by law.

§ 11 Contract duration, termination and rights of use

(1) Contract duration and ordinary termination. Mandates are agreed for a specific term, on a project basis or as ongoing service relationships. Ongoing service relationships can be terminated by either side with a notice period of one month to the end of the month, unless otherwise agreed. Project-based mandates end with the full delivery of the agreed service.

(2) Extraordinary termination. The right to extraordinary termination for good cause (§ 626 BGB analogously) remains open to both parties. If the Client is responsible for the extraordinary termination, the Provider retains the claim to the agreed remuneration less expenses saved (§ 615 BGB analogously).

(3) Work results and rights of use. Upon full payment of the agreed remuneration, the Client receives a simple, non-transferable and non-sublicensable right of use of the work results created within the scope of the mandate, limited to the internal purposes of the Client defined in the mandate. All rights beyond this — in particular reproduction, distribution, public communication, modification and commercial exploitation vis-à-vis third parties — remain with the Provider and require separate written agreement.

(4) Pre-existing know-how, methods, tools, templates, models and other aids of the Provider remain its exclusive property; the Provider is entitled to use them for other mandates as well. The Provider is further entitled to use general findings, method and industry experience gained within the mandate freely insofar as this is possible without disclosing confidential customer data.

(5) Before full payment of the agreed remuneration, the Client has no right of use to the work results. Early use is prohibited.

§ 12 Liability

(1) The Provider is liable without limitation for intent and gross negligence as well as under the provisions of the Produkthaftungsgesetz.

(2) For slight negligence, the Provider is liable only in case of breach of essential contractual duties (cardinal duties), whose fulfilment is essential for the proper performance of the contract and on whose observance the Client may regularly rely. In such cases, liability is limited in amount to the foreseeable damage typical of the contract, capped however at the net fee agreed in the mandate, alternatively at the fee paid to the Provider in the last twelve months for the relevant mandate.

(3) Liability for damages arising from injury to life, body or health remains unaffected.

(4) Any further liability — in particular for lost profits, missed savings, consequential damages, indirect damages, reputational damages or third-party claims — is excluded as far as legally permissible.

(5) Recommendations, assessments, forecasts, evaluations and strategy proposals of the Provider are based on the information available at the time of performance and on generally recognised professional methods. No guarantee is given for the occurrence of specific results, successes, returns, market developments or outcomes of proceedings.

§ 13 Special provisions in business with entrepreneurs

(1) Vis-à-vis entrepreneurs, withdrawal and cancellation are entirely excluded. Services already rendered must in any case be remunerated.

(2) Set-off and rights of retention are available to the business client only to the extent that his counterclaims are undisputed or have been established with res judicata.

(3) The business client shall indemnify the Provider internally against all third-party claims arising from inaccurate, incomplete or delayed information by the Client, from a breach of his duties to cooperate, or from non-contractual use of the work results.

§ 14 Data protection

Personal data of the Client — including data collected to fulfil identification and due-diligence obligations under anti-money-laundering law — is collected and processed exclusively within the scope of statutory provisions, in particular the General Data Protection Regulation (GDPR) and the Bundesdatenschutzgesetz (BDSG). Insofar as the Provider processes personal data on behalf of the Client in the context of performing the mandate, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR. Details are governed by the Provider's privacy policy at https://altmanncert.com/datenschutz.

§ 15 Dispute resolution

(1) The European Commission provides a platform for online dispute resolution (ODR), accessible at https://ec.europa.eu/consumers/odr.

(2) The Provider is neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration body.

§ 16 Final provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Sales Convention. For consumers, this choice of law applies only insofar as the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has his habitual residence.

(2) Exclusive place of jurisdiction for all disputes arising from this contractual relationship with business clients is Zürich. The Provider is also entitled to sue at the Client's general place of jurisdiction.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provision shall take the place of the invalid or unenforceable provision.

(4) Amendments and supplements to these GTC and to individual mandate agreements require text form. This also applies to the waiver of the text form requirement itself.

Tactical Management Switzerland GmbH · Consulting and services
Commercial Register Switzerland CHE-461.887.091 · Managing Director: Marcus Köhnlein
contact@altmanncert.com · altmanncert.com
As of: 2026-05-25 · Version 1.0