General Terms & Conditions

§ 1 Scope

These General Terms and Conditions (GTC) apply to all services provided under the market-facing identity “SPQR” by UNEW Beauty Couture AG to its clients (hereinafter "Client"), unless expressly agreed otherwise in writing.

Deviating conditions of the Client are only recognised if SPQR has expressly agreed to their validity in writing.

§ 2 Services

SPQR provides analytical consulting services in the areas of complexity management, risk assessment, and decision support. Services include in particular:

• Systems analysis and dependency mapping
• Risk assessment and structuring
• Decision support and prioritisation
• Time-limited analytical support

SPQR does not provide standardised solutions, permanent governance services, or implementation services. The focus is exclusively on the analytical basis for decisions.

The specific scope of services is set out in a separate engagement letter or mandate agreement.

§ 3 Fees and Payment Terms

Fees are based on the agreed effort (time-based or fixed fee) and are specified in the engagement letter. All fees are exclusive of VAT (where applicable) and exclusive of travel and expenses incurred.

Invoices are due for payment within 30 days of the invoice date without deduction. In the event of late payment, SPQR is entitled to charge default interest of 5% per year.

SPQR reserves the right to issue interim invoices for longer engagements.

§ 4 Confidentiality

Both parties undertake to treat all confidential information received within the scope of the mandate in strict confidence and to use it only for the fulfilment of the agreed services. This obligation also applies after termination of the mandate.

Confidential information includes in particular trade secrets, customer data, internal processes, and all information expressly designated as confidential or confidential by its nature.

§ 5 Limitation of Liability

SPQR is only liable for direct damages attributable to gross negligence or intent. Liability for slight negligence and for indirect damages, loss of profit, consequential damages, or data loss is excluded.

The total liability of SPQR is in any case limited to the total amount agreed in the mandate. SPQR provides analytical and advisory services. Responsibility for decisions made remains with the Client.

§ 6 Intellectual Property

All works, analyses, methods, and documentation created by SPQR within the scope of the mandate remain the property of SPQR unless expressly agreed otherwise. The Client is granted a simple, non-transferable right of use for the agreed purpose.

§ 7 Termination

Either party may terminate the mandate in writing with 30 days' notice. The right to extraordinary termination for good cause remains reserved. Upon termination, services rendered up to that point shall be remunerated.

§ 8 Governing Law and Jurisdiction

These GTC and all legal relationships arising therefrom are subject exclusively to Swiss law, excluding conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is Zug, Switzerland. SPQR reserves the right to also take legal action against the Client at the Client's place of domicile or registered office.

§ 9 Amendments

SPQR reserves the right to amend these GTC at any time. Amendments will be published on the website and take effect 30 days after publication, unless the Client objects.