General Terms and Conditions (GTC)

1.1Scope and applicability

a. These General Terms and Conditions ("GTC") govern all contractual relationships between CoreFrame Advisory and its clients ("Client") relating to advisory services 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 CoreFrame Advisory and the Client. By accepting an offer, confirming a Sprint, or otherwise engaging CoreFrame Advisory's Services, the Client confirms acceptance of these GTC.

c. Individual agreements, offers, statements of work or written contractual arrangements concluded between CoreFrame Advisory and the Client 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 do not apply, even if CoreFrame Advisory does not expressly object to them. Such terms apply only if CoreFrame Advisory has explicitly accepted them in writing.

e. These GTC apply to contractual relationships with private individuals and with business clients. Where the Client is a consumer within the meaning of applicable mandatory consumer protection law, those mandatory provisions remain unaffected by anything in these GTC.

f. CoreFrame Advisory may revise these GTC. The version valid at the time a contract is concluded applies to that contract, unless a later version is explicitly declared applicable by CoreFrame Advisory and accepted by the Client.

1.2Definitions

For the purposes of these GTC, the following terms have the meanings set out below:

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

b. CoreFrame Advisory: the business name and brand under which Langer & Co, a general partnership under Swiss law with its seat in Altendorf, provides the Services. Where these GTC or any contract refer to "CoreFrame Advisory", the reference is to Langer & Co as the legal contracting party.

c. Services: all advisory services and related services provided by CoreFrame Advisory, as specified in individual agreements, offers, statements of work or order confirmations. The Services comprise in particular Decision Advisory, structured advisory for one high-stakes personal decision, and Life Management Systems, the design and implementation of a structured way to run one area of a Client's life, both following the CoreFrame 4D method.

d. Sprint: one unit of the Services with a fixed scope and a defined Deliverable, covering one stage of the 4D method, as agreed with the Client and confirmed in Written Form.

e. Session: a working conversation between CoreFrame Advisory and the Client within a Sprint, held online or, by arrangement, in person.

f. Deliverable: the written result of a Sprint that CoreFrame Advisory produces for the Client, such as a summary, a decision model, a system design or an implementation plan.

g. Materials: all documents, presentations, methodologies, templates, tools, recordings and other content provided or made available by CoreFrame Advisory in connection with the Services, irrespective of the form or medium. Deliverables are Materials, subject to Section 4.1(d).

h. Contract: any legally binding agreement between CoreFrame Advisory and the Client concerning the provision of Services, including these GTC, offers, order confirmations, statements of work 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. A requirement in these GTC that something be done in writing, including a written consent or confirmation, is met by Written Form.

1.3Interpretation

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 "2.3(b)" is to the lettered clause of that section.

2.1First conversation and conclusion of contract

a. The first conversation, requested through the website or by email, is free of charge and creates no obligation on either side. Its purpose is to understand the Client's situation, to say honestly whether structured advisory would help, and, where it would, to agree the right entry point and the scope of a first Sprint.

b. An offer issued by CoreFrame Advisory is binding for the period stated in it or, where none is stated, for 30 days from its date. Price information given outside an offer, including on the website, is non-binding.

c. A Contract is concluded upon written confirmation by CoreFrame Advisory of the scope, the Deliverable and the fee of a Sprint, upon acceptance of an offer by the Client, or upon commencement of the Services by CoreFrame Advisory, whichever occurs first. CoreFrame Advisory may decline an engagement without stating reasons.

d. Oral agreements, side agreements or amendments are valid only if confirmed by CoreFrame Advisory in Written Form.

e. If the Client engages 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.

2.2Fees and payment

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

b. A Sprint is charged as a fixed fee for its agreed scope, not per Session. The fee includes the Sessions, the analysis between them, the Deliverable and one check-in within 30 days after the Deliverable.

c. Fees quoted to a consumer include any value-added tax chargeable on the Service; the amount quoted is the amount payable. Fees quoted to any other Client are stated net of value-added tax, which is added at the applicable statutory rate where it is chargeable on the Service.

d. Unless the offer or the confirmation states another schedule, the fee for a Sprint is invoiced in two instalments: half on confirmation and half with the Deliverable. Each instalment is payable within 30 days from the invoice date without deduction.

e. If the Client is in default of payment, CoreFrame Advisory may charge default interest at the statutory rate under Swiss law, may charge reasonable reminder fees and recover costs incurred in connection with debt collection, and may suspend the Services until payment is received.

f. The Client may offset or withhold payments only where its counterclaims are undisputed or have been finally adjudicated.

g. Objections to an invoice are to be raised in Written Form within 30 days of receipt.

2.3Cancellation, rescheduling and withdrawal

a. Either party may end the Contract in Written Form at any time; the statutory right to terminate a mandate at any time remains reserved. Where a Sprint ends before its Deliverable, the Client owes the amounts stated in the offer or the confirmation for the Sessions held up to then or, where none are stated, the share of the fee that the Sessions held bear to the Sessions agreed, and nothing for the rest; anything paid beyond that is refunded. Expenses agreed and incurred up to that date are reimbursed. A party that ends the Contract at an inopportune time is liable for the damage this causes the other party, as provided by law.

b. A Session may be rescheduled free of charge up to 24 hours before its start. A Session cancelled later, or not attended, counts as held unless CoreFrame Advisory can offer a replacement date within the Sprint without additional effort. CoreFrame Advisory may reschedule a Session for objective reasons, in particular illness or force majeure, and offers a replacement date in that case.

c. Where it becomes apparent at the start of or during a Sprint that the Client needs a different Sprint than the one agreed, the fee already paid is credited in full against the Sprint actually needed. CoreFrame Advisory does not extend an engagement without the Client's express consent.

d. 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 the breach within a reasonable period.

e. A Client who is a consumer resident in the European Economic Area may withdraw from a Contract concluded at a distance within 14 days of its conclusion without giving reasons, as the law of the Client's residence provides. CoreFrame Advisory informs such a Client of this right and of how to exercise it together with the confirmation of the Sprint. Where the Client asks CoreFrame Advisory to begin before the period ends and then withdraws, the Client pays for the Services performed up to the withdrawal in proportion to the agreed scope; the right lapses once the Services have been fully performed, provided that the Client had expressly requested the early start and acknowledged that lapse.

f. Other mandatory statutory withdrawal rights of consumers remain unaffected.

3.1Scope of services

a. CoreFrame Advisory provides the Services as agreed with the Client in the offer, order confirmation or statement of work. The specific content, scope, duration and form of delivery of the Services are determined exclusively by such individual agreements.

b. CoreFrame Advisory performs the Services with due care and in accordance with generally recognised professional standards. Unless expressly agreed otherwise in writing, CoreFrame Advisory does not owe a specific result or success, but the careful performance of the agreed work.

c. CoreFrame Advisory determines the methodology, tools and, subject to Section 6.1, the persons used to provide the Services, provided that this does not materially impair the agreed scope.

d. Information, recommendations and assessments provided by CoreFrame Advisory are based on the information made available by the Client and on the circumstances known at the time of delivery. They serve to structure the Client's own judgement. The decision itself, and every action taken on it, remains the Client's.

e. Unless expressly agreed otherwise, the Services do not include legal, tax, financial, investment, medical or psychological advice, nor representation before authorities, and they do not replace individual professional advice in such matters. The Services are not therapy and are not suited to acute crises; where CoreFrame Advisory recognises that a Client needs such help, it says so.

3.2Sprints and Sessions

a. A Sprint consists of the Sessions, CoreFrame Advisory's analysis between them and the Deliverable. The number, length and sequence of the Sessions are stated in the offer or in the confirmation of the Sprint. The scope of a Sprint and, for the first Sprint, the entry point are agreed with the Client and confirmed in Written Form.

b. Sessions are held online. In-person Sessions in the region of Zürich may be arranged; travel time and expenses for them are agreed in advance.

c. The Deliverable is provided in Written Form after the final Session of the Sprint, by the date stated in the offer or in the confirmation. The check-in included in the fee (Section 2.2(b)) is held live or in writing, at the Client's choice.

d. CoreFrame Advisory may make reasonable adjustments to the structure or sequence of a Sprint for professional reasons, provided that the agreed scope and Deliverable are preserved.

3.3Client obligations

a. The Client provides CoreFrame Advisory with the information, documents and inputs required for the proper performance of the Services in a timely, complete and accurate manner, and attends the Sessions prepared to the extent agreed.

b. The Client warrants that the information provided is correct and that the Client is entitled to disclose it, including any information about other people, for the purpose of performing the Services.

c. If the Client fails to fulfil its cooperation obligations or provides incomplete or incorrect information, CoreFrame Advisory is not responsible for resulting delays, limitations or deficiencies in the Services. Additional effort or costs incurred as a result may be charged separately after prior notice.

d. The Client ensures that the technical prerequisites for online Sessions, in particular a stable connection and a private setting, are met on the Client's side.

4.1Intellectual property and usage rights

a. All intellectual property rights, including copyrights and related rights, in and to the Services, the CoreFrame 4D method and the Materials remain with CoreFrame Advisory or its licensors, unless expressly agreed otherwise in writing.

b. The Client is granted a limited, non-exclusive, non-transferable right to use the Materials for the Client's own purposes in connection with the Services for which they 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 CoreFrame Advisory, except as expressly permitted by this Section or by mandatory applicable law.

d. Deliverables belong to the Client. The Client may use, adapt, copy and share a Deliverable without restriction for the Client's own purposes and may disclose it to anyone the Client chooses, such as a partner, an employer or another adviser. The methods, templates and structures embodied in a Deliverable remain CoreFrame Advisory's, and the Deliverable may not be used to offer advisory services to third parties.

e. CoreFrame Advisory 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. Sessions are not recorded by either party unless both agree in advance. A recording made with agreement is Material for the Client's own use only.

4.2Confidentiality

a. CoreFrame Advisory treats as confidential everything the Client discloses in connection with the Services, whether or not it is designated as confidential ("Confidential Information"). The Client treats as confidential the Materials and any information about CoreFrame Advisory's business that is designated as confidential or is recognisably confidential by its nature.

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 consent of the disclosing party, except to the persons and providers covered by Section 6.1 or where the law requires it.

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. CoreFrame Advisory does not name the Client as a reference and does not describe the Client's case, even anonymised, without the Client's prior consent.

e. The confidentiality obligations remain in effect without limit in time after the end of the Contract, unless the Client releases CoreFrame Advisory from them in Written Form.

4.3Data protection

a. CoreFrame Advisory 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, CoreFrame Advisory complies with it in addition. The Privacy Policy published on the website describes the processing and the rights of the persons concerned.

b. CoreFrame Advisory is the controller of the personal data it processes to deliver the Services. The subject of the Contract is the Service, not the processing of personal data on the Client's instructions; CoreFrame Advisory 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. Advisory work regularly involves sensitive personal data that the Client discloses about themselves, such as information about health, family, finances or beliefs. By engaging the Services, the Client expressly consents to CoreFrame Advisory processing such data for the purpose of the mandate. The Client decides what to disclose and may withhold anything.

d. Where the Client discloses personal data about other people, in particular a partner, family members, an employer or colleagues, CoreFrame Advisory processes it as controller solely for the purpose of the mandate, records no more than the mandate needs, and does not contact those people. In addition to its warranty under Section 3.3(b), the Client ensures that such disclosure is lawful.

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

f. CoreFrame Advisory keeps the mandate file for the period stated in the Privacy Policy and deletes it earlier at the Client's request, except for records that commercial law requires it to keep. Each party notifies the other without undue delay of any breach of data security affecting personal data received from the other party.

5.1Liability

a. CoreFrame Advisory 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, CoreFrame Advisory's total liability is limited to the fees paid by the Client for the Sprint 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. The Client acknowledges that the outcome of a decision depends on circumstances outside CoreFrame Advisory's control, including future events and the conduct of third parties, and that CoreFrame Advisory is not liable for the consequences of a decision the Client takes or of an action the Client implements.

f. 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.

5.2Liability of the Client and indemnification

a. The Client is liable to CoreFrame Advisory for damage caused by intent or negligence in accordance with applicable law.

b. The Client indemnifies CoreFrame Advisory against claims of third parties, including the reasonable costs of defending against them, that arise from a breach of the Contract for which the Client is responsible, in particular from a disclosure of information about other people that the Client was not entitled to make (Section 3.3(b)) or from a use of the Materials contrary to Section 4.1.

5.3Warranty disclaimer

a. CoreFrame Advisory 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, CoreFrame Advisory does not warrant that the Services, the Materials, a Deliverable or any recommendation will lead to a particular decision, outcome or result, or that a system designed for the Client will be maintained by the Client.

c. The Client acknowledges that the Services are based on the information available at the time of delivery and on assumptions that may change. CoreFrame Advisory does not warrant the completeness, accuracy or continued validity of such information beyond the time of delivery.

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

6.1Subcontracting and use of third parties

a. The Services are delivered personally by the adviser named in the offer. CoreFrame Advisory involves other persons in the delivery of the Services only with the Client's prior consent. This does not apply to the providers of the systems and working tools it uses, such as email, video calls, document storage and the services with artificial intelligence described in the Privacy Policy; the Privacy Policy describes those providers, the safeguards applied and the Client's right to object to the use of such services on the Client's material.

b. CoreFrame Advisory remains responsible for the proper performance of the Services in accordance with the Contract, irrespective of the involvement of third parties.

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

6.2Assignment

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

b. CoreFrame Advisory may 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, provided that the adviser delivering the Services and the confidentiality owed to the Client remain unchanged.

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

6.3Term and termination

a. The Contract enters into force upon its conclusion in accordance with Section 2.1 and remains in effect until the Services have been fully performed, unless ended earlier in accordance with Section 2.3 or these GTC.

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

6.4Amendments

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.

6.5Governing law and jurisdiction

a. These GTC and all contractual relationships between CoreFrame Advisory 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 is the registered seat of Langer & Co, Switzerland. Mandatory places of jurisdiction, in particular those available to consumers at their domicile, remain unaffected.

6.6Severability

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

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

6.7Language

a. These GTC are published in English and in German. Where the two versions differ, the English version prevails.