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Terms & Conditions

Last update: 11 August 2025

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A) ​Contract

  1. These terms and conditions of business (TCB) form an integral part of the agreement between Venture Guidebook by A-QUANTO AG (or AQUANTO or we) and a third party (hereafter Client) as part of the engagement letter or any other contractual arrangements (contract). The TCB apply to the full extent unless otherwise defined in writing.

  2. An amendment to the contract shall be effective only if all parties have agreed to it in writing. In the event of inconsistencies between the TCB, the engagement letter, or any other contractual arrangement, the TCB prevails unless other contracts explicitly amend this TCB.

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B) Cooperation

  1. The Client shall promptly make available all such working materials, information, infrastructure, and personal resources as required by the cooperation to meet the contract's objectives. It is assumed that the working materials, information, and infrastructure are complete and accurate and that the personal resources meet their defined roles' requirements in terms of knowledge, skills, and competencies.

  2. Any failure by the Client to fulfil its obligation to cooperate and provide the necessary resources may result in consequences such as failure to meet the agreed objective/criteria of the contract, additional work required, missed deadlines, lower performance by AQUANTO than expected, or other consequences. The Client shall bear the consequences of any failure on its part to fulfil its obligation to cooperate.

  3. If the Client cancels or reschedules meetings or fails to provide deliverables or required work papers with less than 24 hours' notice to AQUANTO, we reserve the right to bill 50% of the planned work for that day.

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C) Performance in Terms of the Contract

  1. The engagement letter or other contractual arrangement applies to the performance stipulated in writing between the parties.

  2. Mandates are carried out under the Client's direction, and the Client retains responsibility for the results and deliverables achieved. The performance shall be deemed fulfilled if AQUANTO has diligently completed the extent specified in the contract. Specific work defined in the contract is carried out under AQUANTO's direction.

  3. Unless otherwise specified, the timeline and schedule agreed between the parties, whether oral or written, shall be for planning purposes only and not a legally binding deadline. In the case of sub-contracting by AQUANTO, we shall remain responsible for the overall performance and for the obligations under the contract. Before sub-contracting to a third party, the Client will be informed in detail and will be able to approve or decline any form of sub-contracting without prejudice.

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D) Deliverables and Intellectual Property

  1. Deliverables are any result, tangible or intangible, of AQUANTO's and the Client's performance, including but not limited to product outputs, services, advice, work deliverables, information, or reports. An additional scope of the deliverables can be outlined in the contract.

  2. Drafts or verbal information shall not be binding as they may differ substantially from the final deliverable. AQUANTO disclaims all liability for any loss or damage suffered by the Client or any third party thereon.

  3. All deliverables produced and delivered to the Client are the Client's property upon full payment. AQUANTO shall retain ownership of any pre-existing or underlying methodologies, materials, skills, know-how, software, or other intellectual property; this includes a non-Client-specific version of any deliverables or tools used to create the deliverable under the contract.

  4. The Client is prohibited from reproducing, reverse engineering, or distributing any information owned by AQUANTO without prior written consent. The client must also provide appropriate attribution to AQUANTO when using or presenting the deliverables, especially when the work might be publicly visible.

  5. Any modifications or improvements made to the deliverables or underlying methods during the engagement do not grant the Client any rights to AQUANTO's intellectual property.

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E) Confidentiality and Data Protection

  1. The following provisions shall not apply to any publicly available information, information that is already rightfully available to the other party outside of the contract, or where the authorised party has written consent to share or disclose.

  2. The parties shall be entitled to communicate with one another and transfer data by electronic means throughout the duration of the contract. Requirements for special security measures shall be defined in the contract. Both parties shall be responsible for their own data storage, retention, and communication, and shall take reasonable measures to ensure secure, error- and tamper-free solutions in accordance with industry standards.

  3. Throughout the duration of the contract and after its completion, all parties shall not disclose any confidential information provided to them in the course of performance under the contract; this includes business information, personal data, know-how, methodologies, and information about third parties involved. Notwithstanding the provisions of sections E.1 and E.2, the parties shall be entitled to disclose confidential information due to:

    1. Any regulatory or statutory provision

    2. Any decision of a court or public authority

    3. Obligation to regulatory authorities and professional bodies

    4. Need to safeguard their interest from their insurers or legal advisors

  4. Data protection is governed by applicable laws and regulations. All parties shall handle any personal data provided under the contract in accordance with the applicable law.

  5. AQUANTO and the Client shall comply with the Swiss Federal Act on Data Protection (FADP) and, if applicable, the General Data Protection Regulation (GDPR). AQUANTO's Privacy Policy details data collection, processing, storage, and sharing practices.

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F) Information Technology (incl. SaaS Platform and AI features)

  1. AQUANTO maintains a business continuity and disaster recovery plan to ensure service availability. Regular backups and redundancy measures are in place to prevent data loss.

  2. AQUANTO does not offer Service Level Agreements (SLAs) for the strategicOS and underlying SaaS platforms, as we are not their owners or in control and have no influence over their availability or maintenance. The Client cannot request changes or new features for the SaaS platform.

  3. Account Creation: Clients must provide accurate and complete information during account creation. Each user must have a unique username and password.

  4. Account Security: Clients are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their accounts.

  5. Account Termination: AQUANTO reserves the right to suspend or terminate user accounts for violations of these terms or any applicable laws.

  6. User Responsibilities: Users must comply with all applicable laws and regulations and must not use the service for any unlawful or prohibited activities.

  7. Prohibited Activities: Users may not use the service to engage in illegal, harmful, or rights-violating activities. This includes, but is not limited to, distributing malware, spamming, or infringing on intellectual property rights.

  8. Monitoring and Enforcement: AQUANTO reserves the right to monitor service usage to ensure compliance with this Acceptable Use Policy and to take appropriate action, including suspending or terminating accounts, against users who violate these terms.

  9. Reporting Violations: Users are encouraged to report any violations of this policy to AQUANTO. AQUANTO will investigate and take appropriate action as necessary.

  10. Export Restrictions: The Client shall not export, re-export, or transfer any part of the SaaS platform or related services outside the system's premises or to any country, entity, or individual prohibited by applicable laws without obtaining the necessary licenses and approvals from AQUANTO.

  11. Notification: The Client agrees to notify AQUANTO immediately upon becoming aware of any breach of these export control obligations.

  12. Indemnification: The Client agrees to indemnify and hold AQUANTO harmless from any claims, losses, or damages arising from the Client's failure to comply with export control laws and regulations.

  13. After the completion or termination of the contract, AQUANTO will revoke access to the SaaS platform and the information stored on it. The Client may request a copy of the deliverables for its own premises, provided it complies with sections D, E and F.10.

  14. The Client can request deletion of its data on the workspace, or AQUANTO will delete it after 18 months of the engagement's completion and last activities. We will retain information required by law and regulation for the applicable retention period.

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G) Fees

  1. Fees shall be agreed upon separately in the engagement letter or any other contractual arrangement. Fees do not include expenses, travel, or accommodation costs. The party liable under the applicable tax law shall bear any taxes and social security contributions due.

  2. Invoices are due within 20 days of issue. If they remain unpaid after this period, AQUANTO reserves the right to discontinue services, charge interest at the statutory rate for late payments, or take other appropriate measures.

  3. Any additional costs, such as travel, accommodation, and other out-of-pocket expenses incurred during the execution of the services, will be charged separately. These expenses will be agreed with the Client in advance and billed at actual cost, with no markup.

  4. Any disputed charges must be reported in writing to AQUANTO within 10 business days from the invoice date. The Client agrees to promptly pay the undisputed portion of the invoice. Both parties will work in good faith to resolve any billing disputes promptly.

  5. Payments can be made via bank transfer to the following account:

    1. Account Holder: A-QUANTO AG

    2. Bank Name: UBS Switzerland AG, Paradeplatz 8, 8070 Zürich

    3. Account Name: 245.2302.3301.L

    4. IBAN: CH86 0024 5245 2302 3301 L

    5. SWIFT/BIC: UBSWCHZH80A Clearing-Nr. 00245

  6. For payment queries, clients can contact the finance department at [invoice@aquanto.ch].

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H) Liability

  1. AQUANTO shall be liable for damages only in cases of wilful misconduct or gross negligence. Liability for indirect damages and consequential damages, such as lost profits or third-party claims, is excluded to the extent permitted by law.

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I) Termination

  1. Either party may terminate the contract with one month's written notice. In case of termination by the Client, AQUANTO shall be entitled to compensation for services rendered up to the termination date and reimbursement of incurred expenses.

  2. With the termination or completion of the contract, the intellectual property rights, as stated in Chapter 4, remain indefinitely with AQUANTO.

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J) Governing Law and Jurisdiction

  1. The substantive laws of Switzerland govern the contract. The place of jurisdiction for all disputes arising out of or in connection with the contract shall be the location of AQUANTO's registered office, subject to any mandatory statutory provisions to the contrary.

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K) Final Provisions

  1. Should any provision of the TCB be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that is closest to the economic purpose of the invalid provision.

  2. The TCB, the engagement letter, and any other contractual arrangements constitute the entire agreement between the parties and supersede any prior agreements, understandings, and negotiations.

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