General terms and conditions

1. What these terms cover

1.1 Scope and applicability

a.These General Terms and Conditions ("GTC") govern all contractual relationships between Halderstone and its clients ("Client") relating to advisory services, training courses, educational programs, workshops, and any related services or deliverables (collectively, the "Services"), unless explicitly agreed otherwise in writing.

b.The GTC form an integral part of all offers, proposals, order confirmations, service agreements, and contracts concluded between Halderstone and the Client. By accepting an offer, placing an order, booking a training, or otherwise engaging Halderstone's Services, the Client confirms acceptance of these GTC.

c.Individual agreements, statements of work, course descriptions, or written contractual arrangements concluded between Halderstone and the Client shall prevail over these GTC to the extent of any explicit inconsistency. Deviations from these GTC are valid only if expressly agreed in writing.

d.Any general terms and conditions of the Client shall not apply, even if Halderstone does not expressly object to them. Such terms shall apply only if Halderstone has explicitly accepted them in writing.

e.These GTC apply to contractual relationships with both business clients and private individuals. Where the Client qualifies as a consumer within the meaning of applicable mandatory consumer protection law, such mandatory provisions shall remain unaffected.

f.Halderstone reserves the right to amend these GTC at any time. The version valid at the time of conclusion of the contract shall apply, unless a later version is explicitly declared applicable by Halderstone and accepted by the Client.

1.2 Definitions

For the purposes of these General Terms and Conditions ("GTC"), the following terms shall have the meanings set out below:

a.Client: Any natural person or legal entity that enters into a contractual relationship with Halderstone for the provision of Services.

b.Halderstone: The business name and brand under which Langer & Co, a company organised under the laws of Switzerland, provides the Services. Where these GTC or any contract refer to "Halderstone", such reference shall be understood as a reference to Langer & Co as the legal contracting party.

c.Services: All advisory services, training courses, educational programs, workshops, Digital Products, and related services provided by Halderstone, as specified in individual agreements, course descriptions, product descriptions, offers, or order confirmations.

d.Training: Any training course, module, track, workshop, seminar, or educational program offered by Halderstone, whether delivered in person, online, or in a hybrid format.

e.Advisory Services: Professional consulting, advisory, or support services provided by Halderstone, including but not limited to strategy, governance, management systems, compliance, risk management, and related topics.

f.Digital Product: Any tool, template, checklist, or other content offered by Halderstone for use independently of attendance at a Training, whether provided as part of a Training or purchased separately.

g.Materials: All documents, presentations, training materials, methodologies, templates, tools, recordings, and other content provided or made available by Halderstone in connection with the Services, irrespective of the form or medium. Digital Products are Materials, subject to Section 3.3.

h.Contract: Any legally binding agreement between Halderstone and the Client concerning the provision of Services, including these GTC, offers, order confirmations, statements of work, course descriptions, product descriptions, and any expressly agreed amendments.

i.Written Form: Form requiring a declaration to be made in writing or in another form evidencing text, including email, unless a stricter form requirement is explicitly agreed.

1.3 Interpretation

a.The division of these GTC into parts and sections, and the headings given to them, serve orientation only and do not affect the interpretation of any provision.

b.A reference to a Section is a reference to a section of these GTC. A reference of the form "3.3(i)" is to the lettered clause of that section.

2. Buying from Halderstone

2.1 Conclusion of contract

a.Offers, proposals, course descriptions, and price information issued by Halderstone are non-binding unless expressly designated as binding.

b.A contract is concluded upon written confirmation by Halderstone, acceptance of an offer by the Client, booking of a Training via the website or other booking channels, or commencement of the provision of Services by Halderstone, whichever occurs first.

c.Online bookings for Training and online purchases of Digital Products are binding upon completion of the process and confirmation by Halderstone. Halderstone reserves the right to reject a booking or a purchase without stating reasons.

d.Oral agreements, side agreements, or amendments are valid only if confirmed by Halderstone in written form.

e.In the case of advisory services, the scope, duration, and remuneration of the Services shall be defined in the relevant offer, statement of work, or individual agreement.

f.In the case of Training, the applicable course description, schedule, participation conditions, and fees in effect at the time of booking shall apply.

g.If the Client books Services on behalf of a third party or an organisation, the Client warrants that it is authorised to do so and remains fully liable for all obligations arising from the contract.

2.2 Fees and payment terms

a.Fees for the Services are based on the prices agreed in the relevant offer, contract, statement of work, course description, or order confirmation. Fees are quoted and invoiced in Swiss francs (CHF). Where an amount is displayed in another currency, it is an indicative conversion shown for orientation only, and the amount invoiced is the Swiss franc amount.

b.Where a Training is offered at an early-booking price with a stated deadline, that price applies only to contracts concluded before the deadline passes. After it passes, the standard price applies, and the early-booking price cannot be claimed retrospectively.

c.Fees are stated net of value-added tax and of any other taxes, duties or charges. Where value-added tax is chargeable on a Service, it is added at the applicable statutory rate; where none is chargeable, none is added. Which of the two applies follows from the applicable tax law and the place of supply, and the invoice shows it. Where a price is displayed to a consumer, the amount displayed is the amount payable.

d.Training or a Digital Product bought through the website is payable in full at the time of booking or purchase, through the payment provider named in that process. The booking or purchase is complete when that payment succeeds.

e.Where Halderstone invoices instead, in particular for advisory services and for Training agreed individually, invoices are payable within 30 days from the invoice date without deduction, unless a different payment term is expressly agreed in writing.

f.If the Client is in default of payment, Halderstone is entitled to charge default interest at the statutory rate under Swiss law. Halderstone may also charge reasonable reminder fees and recover costs incurred in connection with debt collection.

g.The Client is not entitled to offset or withhold payments unless its counterclaims are undisputed or have been finally adjudicated.

h.Any objections to invoices must be raised in writing within 10 days of receipt. Otherwise, the invoice shall be deemed approved.

2.3 Cancellation, rescheduling, and withdrawal

a.In the case of advisory services, the Client may cancel the contract in writing at any time. Services performed up to the effective date of cancellation shall be remunerated in accordance with the agreed fees. Any costs or expenses incurred up to that date shall be reimbursed.

b.Cancellations of Training bookings must be made in writing. Unless otherwise stated in the applicable course description or booking confirmation, the following applies to the fee agreed for that booking:

• Cancellation up to 30 days before the start of the Training: nothing is owed, and any amount already paid is refunded in full.
• Cancellation 29 to 15 days before the start of the Training: 50% of the fee is owed, and where the fee has already been paid, the remaining 50% is refunded.
• Cancellation 14 days or less before the start of the Training, or non-attendance: the full fee is owed and nothing is refunded.

Refunds are made in Swiss francs to the means of payment used for the booking.

c.Substitute participants may be nominated at no additional cost, provided they meet any applicable participation requirements.

d.Halderstone may cancel or reschedule Training for objective reasons, in particular in the event of insufficient participant numbers, illness of instructors, or force majeure. In such cases, any fees already paid shall be refunded or credited. Further claims are excluded.

e.Either party may withdraw from the contract with immediate effect for important reason. An important reason exists in particular if the other party materially breaches the contract and fails to remedy such breach within a reasonable period.

f.Mandatory statutory withdrawal rights applicable to consumers remain unaffected.

3. Delivery and cooperation

3.1 Scope of services

a.Halderstone provides the Services as agreed with the Client in individual contracts, offers, statements of work, course descriptions, or order confirmations. The specific content, scope, duration, and form of delivery of the Services are determined exclusively by such individual agreements.

b.Halderstone shall perform the Services with due care and in accordance with generally recognised professional standards. Unless expressly agreed otherwise in writing, Halderstone does not owe any specific result or success, but a best-effort obligation.

c.Halderstone is entitled to determine the methodology, tools, and personnel used to provide the Services, provided that this does not materially impair the agreed scope of Services.

d.Halderstone may make reasonable changes to the content, structure, or delivery of Training, in particular for didactic, organisational, or technical reasons, provided that the overall character and objectives of the Training are preserved.

e.Information, recommendations, and assessments provided by Halderstone are based on the information made available by the Client and on the circumstances known at the time of service delivery. Halderstone assumes no responsibility for decisions taken or actions implemented by the Client on the basis of such information.

f.Unless expressly agreed otherwise, the Services do not include legal, tax, or regulatory representation, nor do they replace individual professional advice in such matters.

3.2 Training and courses

a.Training courses, modules, tracks, workshops, and educational programs ("Training") are provided in accordance with the applicable course descriptions, schedules, and participation conditions in effect at the time of booking.

b.Halderstone reserves the right to make reasonable changes to the Training program, including adjustments to content, structure, instructors, location, schedule, or delivery format, provided that the overall character and learning objectives of the Training are preserved.

c.Halderstone may set minimum and maximum numbers of participants for Training. If the minimum number of participants is not reached, Halderstone may cancel or reschedule the Training. In such case, any fees already paid shall be refunded or credited, at the Client's choice, unless otherwise agreed.

d.Halderstone may, for objective reasons, substitute instructors or trainers with persons of equivalent qualification.

e.Participation in Training may be refused or excluded if the applicable fees have not been paid in full or if participants fail to comply with participation rules or instructions.

f.What Halderstone issues on completion of a Training, and the requirements for issuing it, are set out in the applicable course description. Depending on the Training, this may be a certificate for a single module or, for a track, the credentials awarded for its core and for its specialisation.

g.Issuance requires the applicable requirements to be met. Attendance alone is not sufficient where a Training provides for assessed work, and a certificate issued for a single module confers no Halderstone title.

h.Unless expressly stated otherwise, any certificate, diploma or credential issued attests achievement within the respective Halderstone program only and does not constitute a state-recognised qualification nor guarantee regulatory, professional, or third-party accreditation.

3.3 Digital products

a.Halderstone offers Digital Products such as tools, templates and checklists, either as part of a Training or for separate purchase. What a Digital Product contains, and any scope of use differing from this Section, are set out in the applicable product description.

b.The licence to a Digital Product provided as part of a Training is held by the participant. The licence to a Digital Product purchased separately is held by the person or organisation named at purchase, or, where none is named, by the purchaser.

c.The licence holder may use the Digital Product for its own professional purposes and in work performed for its clients. This includes completing it, adapting it, and reproducing it within the licence holder's own organisation to the extent that such use requires.

d.A document produced with a Digital Product, such as a completed register or an adapted procedure, belongs to the licence holder or to the client for whom it was produced. These GTC place no restriction on its use or disclosure. The Digital Product itself remains licensed and may not be passed on as such.

e.The source notice carried by a Digital Product may not be removed from it or from copies of it. Where a document produced with a Digital Product is provided to a recipient outside the licence holder's own organisation, the source is to be named. No particular form or wording is required.

f.The licence does not permit selling, licensing, or otherwise distributing the Digital Product as such, nor making it part of a training, toolkit, or other offering that competes with Halderstone.

g.The right to use a Digital Product that can be downloaded is granted without a time limit. Continued availability for download from the account is not guaranteed, and the licence holder is responsible for retaining its own copy. Where a Digital Product requires Halderstone to operate a service for it to function, it is available for the period stated in the product description.

h.No entitlement to updates, new versions, or continued development of a Digital Product exists unless expressly agreed in writing.

i.A Digital Product is supplied immediately. Until the download or the access begins, a purchase may be cancelled and any amount paid is refunded. Once it begins, the purchase can no longer be returned, and where the Client is a consumer holding a statutory right of withdrawal, that right lapses at that moment, provided the Client has expressly consented to the supply beginning and has acknowledged the lapse. Halderstone obtains that consent and that acknowledgement in the purchase process.

3.4 Client obligations

a.The Client shall provide Halderstone with all information, documents, and inputs required for the proper performance of the Services in a timely, complete, and accurate manner.

b.The Client shall ensure appropriate cooperation and coordination, in particular by designating qualified contact persons and decision-makers where necessary.

c.The Client warrants that all information provided to Halderstone is correct and that it is entitled to disclose such information and materials for the purpose of performing the Services.

d.If the Client fails to fulfil its cooperation obligations or provides incomplete or incorrect information, Halderstone shall not be responsible for resulting delays, limitations, or deficiencies in the Services. Any additional effort or costs incurred by Halderstone as a result may be charged separately.

e.In the case of Training, the Client or participant shall comply with the applicable participation rules, instructions, and organisational requirements communicated by Halderstone.

f.The Client is responsible for ensuring that technical, organisational, and personal prerequisites required for participation in online or hybrid Training formats are met.

4. Materials, confidentiality and personal data

4.1 Intellectual property and usage rights

a.All intellectual property rights, including copyrights and related rights, in and to the Services and the Materials remain with Halderstone or its licensors, unless expressly agreed otherwise in writing.

b.The Client is granted a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Materials solely for the Client's own internal purposes and only in connection with the Services for which the Materials were provided.

c.The Materials may not be reproduced, distributed, modified, translated, recorded, publicly made available, or otherwise exploited, in whole or in part, without the prior written consent of Halderstone, except as expressly permitted under mandatory applicable law.

d.In the case of Training, the right to use the Materials is limited to the registered participant. Access credentials, if any, may not be shared or transferred.

e.Halderstone retains the unrestricted right to use, develop, and further exploit its general knowledge, experience, methods, and know-how acquired in the course of providing the Services, provided that no confidential information of the Client is disclosed.

f.Any intellectual property created specifically for the Client in the course of advisory services shall be governed by the terms of the individual agreement. In the absence of an express written agreement, all rights remain with Halderstone.

g.Digital Products are licensed under Section 3.3. Where that Section and this one differ, Section 3.3 prevails.

4.2 Confidentiality

a.The parties undertake to treat as confidential all information disclosed by the other party in connection with the Services that is designated as confidential or that is recognisably confidential by its nature ("Confidential Information").

b.Confidential Information may be used solely for the purpose of performing the contract and may not be disclosed to third parties without the prior written consent of the disclosing party, unless such disclosure is required for the proper performance of the Services.

c.The confidentiality obligation does not apply to information that:

• was lawfully known to the receiving party prior to disclosure;
• is or becomes publicly available without breach of contract;
• is lawfully obtained from a third party without confidentiality obligation; or
• must be disclosed due to statutory obligations or orders of competent authorities.

d.Halderstone may disclose Confidential Information to third parties involved in the provision of the Services, provided that such parties are subject to appropriate confidentiality obligations.

e.The confidentiality obligations shall remain in effect beyond the termination of the contract for a period of five (5) years, unless mandatory law requires a longer duration.

4.3 Data protection

a.Halderstone processes personal data in accordance with applicable Swiss data protection law, in particular the Swiss Federal Act on Data Protection (FADP). Where the EU General Data Protection Regulation (GDPR) applies to a processing activity by virtue of its own scope of application, Halderstone complies with it in addition.

b.Each party is an independent controller of the personal data it processes in connection with the Services. When performing advisory services or audits, Halderstone does not process personal data on the Client's instructions: the subject of the mandate is the Service, not the processing of personal data, and Halderstone determines by itself how personal data is processed in order to deliver the Service, in accordance with its professional standards and its own legal obligations.

c.Halderstone processes personal data of the Client's contact persons, signatories, and invoice recipients for the purpose of concluding and administering the contract, invoicing, communication, and compliance with its accounting obligations. Halderstone's privacy notice describes this processing and the rights of the persons concerned.

d.Where personal data of third parties, in particular of the Client's employees, is contained in documents, systems, or statements made available to Halderstone for the performance of the Services, Halderstone processes such data as controller for the purpose of performing the mandate, documenting its work, and substantiating its results. Halderstone determines the retention period on the basis of its professional and statutory obligations; the Client cannot require deletion where retention is necessary to evidence the work performed.

e.In addition to its warranty under Section 3.4(c), the Client ensures that a lawful basis exists for disclosing personal data to Halderstone and that it has informed the persons concerned of the disclosure, to the extent required by applicable data protection law.

f.Halderstone protects personal data by appropriate technical and organisational measures and imposes equivalent obligations on any third party it engages under Section 6.1.

g.Each party notifies the other without undue delay of any breach of data security affecting personal data received from the other party, and of any authority proceeding concerning the other party. Each party answers requests from data subjects addressed to it under its own responsibility and informs the other party where a request concerns data that party holds. Section 4.2 remains unaffected.

h.Where Halderstone processes personal data exclusively on the Client's instructions and for the Client's purposes, in particular where it reports to the Client on the participation or progress of the Client's employees in a Training, the parties conclude a separate agreement on such processing before it begins.

5. Liability and warranty

5.1 Liability

a.Halderstone is liable for damage caused by unlawful intent or by gross negligence.

b.Liability for slight negligence is excluded to the extent permitted by law.

c.In any event, and to the extent permitted by law, Halderstone's total liability is limited to the fees paid by the Client for the Services giving rise to the claim.

d.Liability for indirect and consequential damage, including loss of profit, loss of data, business interruption, or reputational damage, is excluded to the extent permitted by law.

e.Nothing in these GTC excludes or limits liability where such exclusion or limitation is not permitted under mandatory Swiss law, in particular liability for unlawful intent or gross negligence.

5.2 Liability of the client and indemnification

a.The Client shall indemnify and hold Halderstone harmless from and against any third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• a breach of these GTC or the contract by the Client;
• the use of the Services or Materials by the Client in violation of applicable law or third-party rights; or
• information, materials, or instructions provided by the Client.

b.The Client is responsible for the conduct of its participants, employees, or other persons attending Training on its behalf and for any damage caused by such persons.

5.3 Warranty disclaimer

a.Halderstone provides the Services with due professional care and in accordance with generally recognised standards. Except as expressly agreed in writing, no warranties or guarantees of any kind are given.

b.In particular, Halderstone does not warrant that the Services, Training, Materials, or any recommendations will achieve a specific outcome, commercial success, regulatory approval, or suitability for a particular purpose.

c.The Client acknowledges that advisory services and Training are based on the information available at the time of service delivery and on assumptions that may change. Halderstone does not warrant the completeness, accuracy, or continued validity of such information beyond the time of delivery.

d.For Digital Products, Halderstone warrants that at the time of supply the product corresponds in substance to its product description. Statutory warranty beyond that is excluded to the extent permitted by Swiss law.

e.Mandatory statutory warranty rights, in particular those of consumers, remain unaffected.

6. General provisions

6.1 Subcontracting and use of third parties

a.Halderstone is entitled to engage qualified third parties or subcontractors to perform all or part of the Services.

b.Halderstone remains responsible for the proper performance of the Services in accordance with the contract, irrespective of the involvement of third parties or subcontractors.

c.The engagement of third parties does not create any contractual relationship between the Client and such third parties.

6.2 Assignment

a.The Client may not assign or transfer any rights or obligations arising from the contract without the prior written consent of Halderstone.

b.Halderstone is entitled to assign or transfer the contract, in whole or in part, to an affiliated company or a legal successor, in particular in the event of a restructuring, transfer of business, or change of ownership, without the consent of the Client.

c.Any assignment or transfer in violation of this Section shall be null and void.

6.3 Term and termination

a.The contract enters into force upon its conclusion in accordance with Section 2.1 and shall remain in effect until the Services have been fully performed, unless terminated earlier in accordance with the contract or these GTC.

b.Contracts for advisory services may be terminated by either party with immediate effect for important reason. The right to terminate for important reason pursuant to Section 2.3(e) remains reserved.

c.Termination or expiry of the contract does not affect provisions which by their nature are intended to survive termination, in particular provisions on fees, intellectual property, confidentiality, liability, data protection, and governing law.

6.4 Amendments

a.Amendments or supplements to these GTC or to individual contracts must be made in written form to be valid.

b.This also applies to any waiver of the written form requirement.

6.5 Governing law and jurisdiction

a.These GTC and all contractual relationships between Halderstone and the Client are governed by substantive Swiss law, excluding its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

b.The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC or the contractual relationship shall be the registered seat of Langer & Co, Switzerland, unless mandatory law provides otherwise.

6.6 Severability

a.If any provision of these GTC is or becomes invalid, unlawful, or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected.

b.The invalid, unlawful, or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic intent of the original provision.