GENERAL TERMS AND CONDITIONS (GTC)

1. Scope and Order of Precedence
1.1 These GTC apply to all services provided by EC, in particular executive advisory, consulting and sparring mandates, team and organisational support, workshops, training sessions and keynote presentations.
1.2 They become part of the contract if they were made available to the client before conclusion of the contract, in particular by being attached to the proposal or referenced with an indication of where they can be found.
1.3 In the event of contradictions, the following order of precedence applies:

1. 1. individual written agreement

2. 2. proposal, including its terms and conditions of engagement

3. 3. these GTC

Deviating terms of the client apply only to the extent that EC has agreed to them in writing.

---
2. Conclusion of Contract
2.1 In a non-binding and complimentary initial conversation, EC and the prospective client clarify the starting position, expectations, objectives and possible scope of the collaboration. Where the setup requires it, further parties are involved, for example commissioning executives or HR.
2.2 The contract is concluded when the client accepts a proposal from EC. Acceptance may be given in writing, by email or verbally; confirmation by email is customary.
2.3 Proposals are valid for 30 days from the date of issue unless stated otherwise.
---
3. Services
3.1 Scope of Services

- The scope of services follows from the proposal and is oriented towards the client's individual situation.
- Information on frequency, duration and number of sessions describes the intended rhythm of the collaboration. It does not constitute billing units unless the proposal states otherwise.
- Services exceeding the agreed scope are coordinated in advance and agreed separately.
- Not included are venues, catering for participants, and expenses and third-party costs pursuant to Section 8.4.

3.2 Due Care and Client Cooperation
- EC provides its services with the due care of an experienced professional and acts objectively, independently and on its own responsibility.
- Advisory, consulting and support processes are free, active and self-directed processes. EC accompanies decision-making and change processes; the decisions are made by the client.
- The client provides the necessary information in good time and in full and warrants its accuracy. EC reviews information provided only for plausibility.
---
4. Multi-Month Advisory and Support Mandates
This section applies to mandates running over several months and comprising a continuous space for work and reflection.
4.1 Duration and Rhythm
The mandate begins on the agreed start date and ends on expiry of the agreed duration. The specific rhythm follows the client's real situations and is determined jointly.
4.2 Unavailability on the Part of EC
If EC is unable to attend agreed appointments for health or other compelling reasons, these will be rescheduled promptly. The mandate period is extended accordingly at no additional cost to the client.
4.3 Early Termination
The engagement may be terminated by either party at any time, insofar as Art. 404 of the Swiss Code of Obligations applies. Services rendered up to termination, together with costs and expenses incurred up to that point, are to be settled. Claims for damages arising from termination at an inopportune time remain reserved.
Insofar as Art. 404 of the Swiss Code of Obligations does not apply in an individual case, the mandate may be terminated by either party with one month's notice effective at the end of a calendar month; the instalments due up to the date of termination remain payable.
4.4 Changed Circumstances
If the client's role, employer or objective changes during the mandate, the parties align the remaining elements with the new situation. The agreed investment remains unchanged within the running mandate.
---
5. Mandates in an Organisational Context
This section applies where an organisation funds the collaboration — for the support of an individual, a leadership team, or the organisation itself.
5.1 Contractual Relationship and Level of Work
EC's contractual partner is the commissioning organisation. Depending on the mandate, the substantive work takes place with an individual, with a leadership team, or with defined groups within the organisation.
Mandate objectives, success criteria, scope, the group of participants and confidentiality boundaries are clarified before the mandate begins, between the commissioning organisation and the people involved.
Changes to objectives or scope are agreed with the commissioning organisation, not with individual participants.
5.2 Confidentiality and Reporting
The substantive work remains confidential. Only information agreed in advance is shared with the commissioning organisation, as a rule mandate objectives, success criteria and progress at an aggregated level.
Statements made by individuals in one-to-one conversations, team sessions, interviews or workshops are not passed on in attributable form. Insights are fed back to the organisation in consolidated and non-attributable form.
If the commissioning organisation wishes for more detailed reporting, this is agreed transparently with all parties involved before the mandate begins.
5.3 Changes in the Group of Participants
If an individual being supported leaves the commissioning organisation during the mandate, the obligation towards the organisation ends with the services rendered up to that point. EC is in principle willing to continue the collaboration with that individual; continuation, scope and funding are newly agreed between EC, the individual and the previous client organisation.
If the composition of a supported team changes, the mandate is continued with the team in its new composition. Scope and investment remain unchanged, provided the agreed scope of services is not materially altered as a result.
Services already rendered remain payable in all cases.
---
6. Workshops, Training Sessions and Presentations
6.1 The organiser of workshops, seminars, training sessions and team formats is always the commissioning organisation. It is responsible for venue, infrastructure, invitations and the group of participants.
6.2 Responsibility for any insurance cover for participants lies with the commissioning organisation or the participating individual. EC does not provide insurance cover.
6.3 Design, preparation and follow-up are part of the proposal and are taken into account in the event of cancellation pursuant to Section 7.
---
7. Appointments, Rescheduling and Cancellations
7.1 Individual Appointments Within a Mandate
Agreed appointments may be rescheduled free of charge up to 48 hours before the appointment. Appointments cancelled later than that or not attended are deemed to have been used.
7.2 One-Day Workshops, Training Sessions and Presentations
- Up to 5 working days before the date, the preparatory work actually performed is charged, including expenses.
- In the event of withdrawal less than 5 working days before the date, 50 % of the proposal amount is charged.
- After commencement, the full amount is payable.
7.3 Multi-Day Formats
Agreed dates may be rescheduled free of charge up to 60 days before delivery. Thereafter the following applies:
| Time of cancellation | Share of total price |
| 59 to 30 days before | 25 % |
| 29 to 15 days before | 50 % |
| 14 days or less | 100 % |
If a project is postponed by more than 12 months from conclusion of the contract, it is deemed cancelled unless otherwise agreed in writing.
7.4 Design Work Already Performed
If design work was performed before a cancellation, EC is entitled to compensation for the work rendered. Any advance payment provided for in the proposal remains payable in all cases.
---
8. Fees, Expenses and Payment
8.1 Fees and Prices
- The investment stated in the proposal is fixed for the agreed mandate or engagement period. No price adjustments are made during a running engagement.
- For follow-on and subsequent engagements, the rates applicable at the time of the new commissioning apply, unless the proposal guarantees otherwise.
- All prices are exclusive of value added tax of 8.1 % unless expressly stated otherwise.
8.2 Payment Model
Unless the proposal provides otherwise: 50 % of the agreed investment upon commissioning, 50 % at the midpoint of the agreed term. For single events, the full amount is invoiced after delivery.
8.3 Payment Terms and Default
- The first instalment is invoiced upon commissioning and is payable before services commence.
- All further invoices are payable within 30 days of the invoice date.
- If the payment period is exceeded, default occurs without a reminder. EC may suspend further provision of services until outstanding invoices are settled. Default interest is governed by statutory provisions.
8.4 Expenses, Travel Time and Third-Party Costs
- In-person appointments within the city of Zurich are included in the fee.
- Travel, accommodation and meal costs for delivery outside the city of Zurich are charged on the basis of actual expenditure against receipts. Rail travel is generally first class, flights economy class.
- Travel time is charged at 100 % of the agreed rate where it can be used productively, and at 50 % where it cannot.
- The costs of diagnostic instruments provided for in the proposal, such as personality assessments, are included in the investment unless the proposal states otherwise.
- Any further third-party services are obtained only after prior agreement and are passed on at cost.
- For regular travel or increased coordination effort, a flat rate may be agreed.
---
9. Confidentiality and Data Protection
9.1 Confidentiality
- EC treats all private, business and operational information that becomes known in the course of its work as confidential, including beyond the end of the contract.
- EC discloses confidential information only to the extent necessary for the performance of the contract, and only to persons who are themselves subject to at least equivalent confidentiality obligations.
- The involvement of people from the client's environment, for example in stakeholder or perspective conversations, takes place exclusively with the client's consent and within a jointly defined framework.
9.2 Limits of Confidentiality
The confidentiality obligation does not apply to information that is publicly available, that EC received from third parties without an obligation of confidentiality, that was already known to EC beforehand, or where a statutory disclosure obligation exists.
If a serious danger to the life or limb of the client or of third parties becomes apparent, EC reserves the right to lift confidentiality to the extent necessary and to involve an appropriate professional body. EC will inform the client of this insofar as this is possible and reasonable.
9.3 Data Protection
EC processes personal data in accordance with the Swiss Federal Act on Data Protection. Details on the nature, scope and purpose of processing and on the rights of data subjects can be found in the privacy policy at www.embracity.ch.
9.4 Diagnostic Instruments
Where personality assessments or comparable instruments are used, this takes place only with the express consent of the person concerned. The results intended for the person concerned are made available to them and are not passed on to third parties without their express consent. Processing by the respective provider is subject to that provider's data protection provisions, to which EC refers in advance.
---
10. Copyright and Rights of Use
10.1 EC's Methods and Materials
Copyright in the methods, models, tools, visualisations, templates and training materials developed by EC remains with EC. Without EC's prior written consent, these materials may not be passed on to third parties, reproduced, published, adapted or used for comparable services.
10.2 The Client's Personal Work Products
Work products created jointly within the engagement that contain the client's personal content — for example assessments of the current position, positioning and decision documents, narratives or stakeholder maps — are available to the client for free use for their own professional purposes. The client may use, retain, adapt and share them at their own discretion with people they trust. The restriction under Section 10.1 relates to EC's underlying methods and templates, not to the client's personal content.
10.3 Naming as a Reference
EC names clients as references only with their prior consent. In individual mandates, naming takes place exclusively with the express consent of the individual supported.
---
11. Involvement of Third Parties
EC may involve third parties in the provision of agreed services and will consult the client where necessary. EC ensures that third parties involved are subject to the confidentiality provisions of these GTC and is liable for their work as for its own.
---
12. Liability
12.1 EC's activity is a service activity. No particular outcome is owed or guaranteed.
12.2 EC is liable for damage caused intentionally or through gross negligence. Liability for slight negligence is excluded to the extent permitted by law.
12.3 To the extent permitted by law, and provided there is no intent and no gross negligence, liability for indirect and consequential damage is excluded, in particular for lost profit, lost savings or claims of third parties.
12.4 To the extent permitted by law, and provided there is no intent and no gross negligence, liability is limited to the amount of the engagement concerned.
12.5 Mandatory statutory liability provisions, in particular in the case of personal injury, are reserved.
12.6 The transmission of data, including by electronic means, is at the client's risk. Each party is responsible for backing up its own data.
---
13. Applicable Law and Place of Jurisdiction
13.1 Swiss law applies exclusively, to the exclusion of conflict-of-law provisions and of the United Nations Convention on Contracts for the International Sale of Goods.
13.2 The parties will make every effort to resolve differences amicably.
13.3 If this is not successful, the ordinary courts at EC's registered office in Zurich have jurisdiction. Mandatory statutory places of jurisdiction are reserved, in particular the places of jurisdiction for consumers under the Swiss Civil Procedure Code.
---
14. Amendments to these GTC
EC may amend these GTC at any time. The version in force at the time the contract was concluded applies to a running engagement.
---
15. Final Provisions
Should individual provisions of these GTC or of the contract be or become wholly or partially invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the original provision.​

---
EMBRACITY Consulting GmbH · Kanzleistrasse 20, CH-8004 Zurich · annina.mueller@embracity.ch · www.embracity.ch · VAT ID: CHE-188.887.745