Terms and Conditions for M&A Advisory Services by SolutionSync LLC, Rothusstrasse 23, 6331 Hünenberg/Switzerland.

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Version: September 2026

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1. Scope of Application​

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1.1  These General Terms and Conditions (“GTC”) apply to all advisory, intermediary, analytical and support services provided by SolutionSync (“SolutionSync” or the “Advisor”) in the areas of Mergers & Acquisitions (“M&A”), Corporate Finance, business sales, business acquisitions, succession planning, strategic investments and related transactions.

 

1.2  The GTC apply in particular to mandates concerning:

• the sale or acquisition of companies or parts of companies;

• business succession;

• management buy-outs and management buy-ins;

• strategic investments and equity participations;

• joint ventures and comparable transaction structures;

• buy-and-build and acquisition strategies;

• business and transaction preparation;

• business valuations and Value Checks;

• identification and approach of potential buyers, investors or sellers;

• preparation and support of due diligence processes;

• preparation and support of negotiations, Signing and Closing;

• strategic Corporate Finance advisory services.

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1.3  The specific engagement, scope of services, remuneration and, where applicable, exclusivity shall be defined in an individual mandate agreement (the “Mandate Agreement”).

 

1.4  In the event of any conflict between the Mandate Agreement and these GTC, the Mandate Agreement shall prevail.​

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2. Conclusion of the Mandate

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2.1  A mandate is established upon written acceptance of the Mandate Agreement by the Client. Acceptance may also be given electronically.

 

2.2  If, at the Client’s express request, SolutionSync provides services before the Mandate Agreement has been signed, these GTC shall already apply to such services.

 

2.3  The Parties acknowledge that, depending on its specific structure, an M&A mandate may contain elements of an advisory, agency and, where applicable, brokerage relationship. Its legal qualification shall be determined by the actual content and purpose of the relevant Mandate Agreement.​

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3. Services Provided by SolutionSync

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3.1. SolutionSync shall provide the services agreed in the Mandate Agreement with the degree of care required under the circumstances and in accordance with the Client’s instructions.

 

3.2. Depending on the mandate, the services may include in particular:

a) analysis of the company and its strategic positioning;
b) business and transaction valuation and/or Value Check;
c) preparation of the transaction strategy;
d) preparation of teaser, Information Memorandum (“CIM”) and other transaction documents;
e) identification and qualification of potential buyers, investors or transaction partners;
f) confidential contact with potential interested parties;
g) coordination and support of the NDA process;
h) preparation and support of management meetings;
i) support in connection with indicative and binding offers and Letters of Intent (“LOI”);
j) coordination and support of due diligence;
k) support in structuring and negotiating the transaction;
l) coordination with lawyers, tax advisors, auditors, banks and other specialists;
m) support through Signing and Closing.

 

3.3  The above list is not exhaustive. The scope of services defined in the relevant Mandate Agreement shall prevail.

 

3.4. SolutionSync is generally obliged to perform its activities with due care, but does not guarantee the achievement of any particular economic or legal result unless expressly agreed otherwise in the Mandate Agreement.

 

3.5. In particular, SolutionSync does not guarantee that:

• a transaction will be completed;

• a particular purchase price will be achieved;

• a particular buyer or investor will be found;

• financing will be obtained;

• due diligence will be successfully completed;

• regulatory, governmental or other approvals will be obtained.​

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4. No Legal, Tax or Audit Services

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4.1. Unless expressly and legally agreed otherwise, the services provided by SolutionSync do not constitute legal advice, tax advice, auditing, accounting, bank financing advice or other regulated specialist advice.

 

4.2. The Client remains responsible for engaging appropriate lawyers, tax advisors, auditors, financing advisors or other specialists where required.

 

4.3. At the Client’s request, SolutionSync may coordinate or recommend such specialists. Each specialist remains responsible for its own professional services.

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5. Client Obligations

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5.1. The Client shall provide SolutionSync with all information, documents and explanations required for the proper performance of the mandate completely, accurately and in a timely manner.

 

5.2. The Client confirms that, to the best of its knowledge, the information provided is accurate, complete and not misleading.

 

5.3. SolutionSync may generally rely on information provided by the Client and is not obliged to independently verify all such information.

 

5.4. The Client shall promptly inform SolutionSync of material changes, in particular concerning:

• financial position;

• ownership structure;

• indebtedness;

• litigation;

• governmental or regulatory proceedings;

• material customer or supplier relationships;

• personnel;

• business development;

• existing or new contacts with potential transaction partners.

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5.5. The Client remains responsible for all information provided to potential buyers, investors, banks, authorities or other third parties.

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6. Confidentiality

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6.1. SolutionSync shall treat all non-public information relating to the Client as confidential and use it exclusively for the purpose of performing the mandate.

 

6.2  SolutionSync may disclose confidential information to its employees, affiliated companies and professional advisors involved in the mandate, to the extent required for the performance of the mandate and provided that such persons are subject to appropriate confidentiality obligations.

 

6.3 The Client shall likewise keep confidential all non-public information relating to SolutionSync, including its methods, contacts, processes, business models and other confidential information.

 

6.4  The disclosure of company information to potential buyers or investors shall additionally be governed by the relevant Non-Disclosure Agreements (“NDA”).

 

6.5. The confidentiality obligations shall survive termination of the mandate unless mandatory law or a written agreement provides otherwise.

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7. Interested Parties, Buyers and Investors

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7.1  Within the scope of a mandate, SolutionSync may identify and contact potential buyers, investors, strategic partners or other transaction parties.

 

7.2  Unless otherwise provided in the Mandate Agreement, the decision as to which interested parties are contacted or with whom discussions are continued shall remain with the Client.

 

7.3  SolutionSync may refrain from contacting or discontinue contact with an interested party where SolutionSync considers there to be material legal, reputational, economic or other relevant reasons.

 

7.4  The Client shall inform SolutionSync of existing contacts with potential transaction parties. Such parties may be designated as “Excluded Parties” in the Mandate Agreement.

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8. Exclusivity

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8.1  If an exclusive engagement is agreed in the Mandate Agreement, the Client shall not appoint any other M&A advisor, business broker or comparable intermediary for the same transaction during the agreed exclusivity period.

 

8.2. Exclusivity does not prevent the Client from maintaining its own contacts with potential buyers, investors or other transaction parties.

 

8.3  The Client shall, however, inform SolutionSync of material direct contacts with potential transaction parties relating to the transaction.

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9. Fees

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9.1. The Client shall pay SolutionSync the remuneration agreed in the Mandate Agreement.

 

9.2. Remuneration may in particular consist of:

• a one-off or recurring engagement/retainer fee;

• a project or fixed fee;

• a success-based fee (“Success Fee”);

• a minimum fee;

• a combination of these elements.

 

9.3. Unless otherwise agreed, all fees are exclusive of applicable VAT.

 

9.4. Unless otherwise agreed, an engagement fee is payable irrespective of whether a transaction is completed.

 

9.5. Where agreed in the Mandate Agreement, engagement fees already paid shall be credited in whole or in part against the Success Fee payable upon successful completion.

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10. Success Fee

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10.1  Where a Success Fee has been agreed, the entitlement to the Success Fee shall arise upon occurrence of the success event defined in the Mandate Agreement.

 

10.2. The success event shall in particular include the legal or economic completion of a transaction with a buyer, investor or other transaction party identified, contacted, introduced, qualified, supported or otherwise specifically handled by SolutionSync in connection with the mandate.

 

10.3  The Success Fee shall remain payable irrespective of whether the transaction is completed directly by the Client or indirectly through an affiliated person, company, subsidiary, holding company, shareholder or other economically related person or entity.

 

10.4. A transaction shall also fall within the scope of the mandate where it serves the same or substantially similar economic purpose as the transaction contemplated under the mandate, irrespective of whether its legal structure has been changed.

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11. Transaction Value

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11.1. Where the Success Fee is calculated as a percentage of the Transaction Value, the Transaction Value shall generally mean the total economic consideration for the transaction.

 

11.2  To the extent economically part of the transaction, the Transaction Value shall include:

• cash payments;

• deferred purchase price payments;

• earn-outs;

• contingent purchase price components;

• vendor loans;

• liabilities assumed or discharged;

• other financial obligations for the benefit of the seller;

• shares, equity interests or other securities transferred as consideration;

• other benefits having monetary value.

 

11.3  Where a transaction does not consist exclusively of a direct share purchase, the total economic value of the transaction shall be decisive.

 

11.4  Where a transaction combines a business transaction with a real estate or property transaction, the value of the real estate or property shall be included to the extent that it forms an economic part of the transaction or the transaction structure enables the economic acquisition of the relevant asset.

 

11.5  The Mandate Agreement may provide for a different or more detailed calculation of the Transaction Value.

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12. Due Date of the Success Fee

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12.1  The Success Fee shall become due upon Closing of the transaction unless otherwise provided in the Mandate Agreement.

 

12.2  Where parts of the consideration are paid at a later date, the Mandate Agreement may provide that the corresponding Success Fee becomes due at the same later date.

 

12.3  Where the Success Fee is already due as a result of the economic completion of the transaction, its due date shall not be postponed merely because individual completion actions or payments are deferred, provided that they are economically part of the agreed transaction.

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13. Tail Period

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13.1  The entitlement to the Success Fee shall survive termination of the mandate if, within the Tail Period agreed in the Mandate Agreement, a transaction is completed with a party identified, contacted, introduced or specifically handled by SolutionSync during the mandate.

 

13.2  Unless otherwise provided in the Mandate Agreement, the Tail Period shall be 24 months from termination of the mandate.

 

13.3  The entitlement shall also apply if, following termination of the mandate, the transaction is structured through another company, an affiliated entity, shareholder, beneficial owner or other related party.

 

13.4  Upon termination of the mandate, SolutionSync may provide the Client with a list of interested parties specifically handled or introduced during the mandate.

 

13.5  The Parties may agree in the Mandate Agreement on a different Tail Period or a specific definition of Protected Parties.

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14. Non-Circumvention

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14.1  The Client shall not circumvent SolutionSync by directly or indirectly structuring a transaction for the purpose of avoiding SolutionSync’s agreed remuneration.

 

14.2  In particular, a transaction party identified or introduced by SolutionSync shall not knowingly be approached or brought into a transaction through third parties, affiliated companies or alternative transaction structures for the purpose of avoiding the Success Fee.

 

14.3. In the event of a breach of this provision, SolutionSync shall remain entitled to the remuneration that would have been payable had the transaction been completed in accordance with the agreed process.

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15. Contractual Penalty

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15.1. Where expressly agreed in the Mandate Agreement or in a separate agreement, the Client shall pay the agreed contractual penalty in the event of an intentional or grossly negligent breach of a contractual obligation expressly secured by such penalty.

 

15.2  A contractual penalty may in particular be agreed to secure the following obligations:

• confidentiality;

• non-circumvention;

• protection of introduced interested parties;

• exclusivity;

• prohibition of direct contact outside the agreed process;

• non-solicitation of employees or business partners, where agreed.

 

15.3  The amount of the contractual penalty shall be specified in the Mandate Agreement or separate agreement.

 

15.4  Payment of a contractual penalty shall not exclude further claims by SolutionSync unless expressly provided for in the relevant agreement and permitted under mandatory Swiss law.

 

15.5  A court may reduce an excessive contractual penalty in accordance with applicable law.​​

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16. Expenses and Third-Party Services

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16.1  In addition to the fees, the Client shall bear the agreed or necessary and reasonable third-party costs and expenses incurred in the proper performance of the mandate.

 

16.2  These may include in particular:

• data room costs;

• travel expenses;

• translations;

• external research;

• commercial register and document fees;

• external experts;

• legal advice;

• tax advice;

• audit services;

• technical, regulatory or other due diligence costs.

 

16.3  Where individual expenses exceed a previously agreed amount, SolutionSync shall, where reasonably possible, obtain the Client’s approval in advance.​​

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17. Invoicing and Payment Terms

 

17.1  Invoices issued by SolutionSync shall be payable within 10 days from the invoice date without deduction, unless otherwise provided in the Mandate Agreement.

 

17.2  In the event of late payment, SolutionSync may charge default interest of 5% p.a. or the higher amount permitted by law.

 

17.3. Following prior notice, SolutionSync may temporarily suspend further services in the event of late payment.

 

17.4  To the extent permitted by law, the Client may not set off claims against amounts owed to SolutionSync without SolutionSync’s prior written consent.

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18. Termination of the Mandate

18.1  The mandate may generally be terminated by either Party in accordance with applicable law and the provisions of the Mandate Agreement.

 

18.2  To the extent the mandate qualifies as an agency agreement under the Swiss Code of Obligations, the mandatory statutory provisions, in particular those concerning revocation and termination, shall remain reserved.

 

18.3  Termination shall not affect remuneration, expense or cost claims already accrued by SolutionSync.

 

18.4  In particular, termination shall not affect any Success Fee claim where the relevant conditions have already been fulfilled or where a transaction completed within the agreed Tail Period triggers the Success Fee under these GTC or the Mandate Agreement.

 

18.5  Where the Client terminates the mandate at a point at which SolutionSync has performed the material services required for the completion of a specifically prepared transaction, SolutionSync’s claims shall remain reserved within the limits of applicable law and the Mandate Agreement.

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19. No Guarantee of Success

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19.1  SolutionSync owes a diligent and professional performance of its services but does not guarantee any particular transaction outcome.

 

19.2  In particular, SolutionSync does not guarantee:

• a sale;

• an acquisition;

• a particular purchase price;

• the creditworthiness of an interested party;

• transaction financing;

• shareholder approval;

• bank approval;

• regulatory or governmental approval;

• completion of due diligence;

• execution or completion of an agreement.

 

20. Liability

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20.1  SolutionSync shall be liable for losses caused by a culpable breach of its contractual obligations, subject to mandatory statutory provisions.

 

20.2  To the extent permitted by law, SolutionSync shall not be liable for indirect damages, consequential damages, loss of profit, loss of business opportunities or other indirect economic disadvantages.

 

20.3 SolutionSync shall not be liable for information, documents, valuations or forecasts originating from third parties where SolutionSync was entitled, under the circumstances, to rely on their accuracy.

 

20.4  SolutionSync shall in particular not be liable for acts or omissions of:

• buyers;

• sellers;

• investors;

• banks;

• lawyers;

• tax advisors;

• auditors;

• authorities;

• other third parties.

 

20.5  Any limitation of liability shall not apply to the extent prohibited by mandatory Swiss law.

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21. Valuations and Financial Information

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21.1  Valuations, Value Checks, business analyses and transaction models prepared by SolutionSync are intended to support decision-making within the scope of the mandate.

 

21.2  A valuation does not constitute a guarantee of an actually achievable sale price.

 

21.3  The actual value or purchase price may depend in particular on market conditions, financing, buyer structure, competition, due diligence, negotiating position and other factors.

 

21.4  Financial forecasts and projections are based on the information and assumptions available at the relevant time and do not constitute a guarantee of future performance.

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22. Conflicts of Interest

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22.1  SolutionSync shall seek to identify and appropriately address conflicts of interest at an early stage.

 

22.2  The Client acknowledges that SolutionSync may, in the course of its M&A activities, have relationships with various market participants.

 

22.3  SolutionSync shall not use or disclose confidential information of the Client for another mandate.

 

22.4  Where a material conflict of interest exists which cannot reasonably be resolved, SolutionSync may refrain from performing the affected services or terminate the mandate in accordance with applicable law.

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​​23. Employees and Third Parties

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23.1  SolutionSync may engage employees, affiliated companies or external specialists to perform the mandate.

 

23.2  SolutionSync shall remain responsible for the careful selection and instruction of such persons to the extent required by law and contract.

 

23.3 The Client agrees that SolutionSync may use appropriate communication, data room, CRM, analytical and document-management systems for the performance of the mandate.

 

 

​​24. Electronic Communications and Data

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24.1  The Parties recognize electronic communication, including email, electronic documents and electronic signatures, as permissible means of communication to the extent permitted by law.

 

24.2  The Client acknowledges that electronic communication may involve security risks.

 

24.3. SolutionSync shall take reasonable organizational and technical measures to protect confidential information.

 

24.4. To the extent required for the performance of the mandate, SolutionSync may process personal data and business information.

 

 

25. Data Protection

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25.1  SolutionSync shall process personal data in accordance with applicable data-protection legislation, in particular the Swiss Federal Act on Data Protection (“FADP”) and, where applicable, the European Union General Data Protection Regulation (“GDPR”).

 

25.2  Personal data shall only be processed to the extent necessary for the performance of the mandate, compliance with legal obligations or protection of legitimate interests.

 

25.3  Where a separate privacy notice is required for specific data processing activities, such notice shall supplement these GTC.

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26. Communication with Transaction Parties

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26.1  SolutionSync may act on behalf of the Client towards potential transaction parties only to the extent expressly agreed or authorized by the Client.

 

26.2  The Client remains responsible for binding offers, statements, commitments and execution of transaction agreements.

 

26.3  SolutionSync is not authorised to enter into legally binding obligations on behalf of the Client without the relevant authorization.

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​27. Compliance and Anti-Money Laundering

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27.1  The Client shall comply with all legal and regulatory requirements applicable to the transaction.

 

27.2. SolutionSync may refuse or terminate a business relationship or individual transaction where legal, regulatory, compliance, sanctions or reputational risks exist.

 

27.3. The Client shall provide SolutionSync with all information required for the identification of the Client, beneficial owners or transaction parties as required by law or SolutionSync’s internal compliance procedures.

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28. References and Use of Name

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28.1. SolutionSync shall not publicly use the Client’s name, the mandate or the transaction as a reference without the Client’s prior consent.

 

28.2. This applies in particular to websites, presentations, press releases, social media and marketing materials.

 

28.3  SolutionSync may use an anonymized description of the mandate provided that no confidential information is disclosed and the Client cannot be identified, unless otherwise agreed.

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29. Assignment and Transfer

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29.1  The Client may not transfer rights or obligations arising from the mandate to third parties without SolutionSync’s prior written consent.

 

29.2  SolutionSync may transfer rights and obligations under the mandate to an affiliated company or suitable legal successor, provided that this does not materially prejudice the legitimate interests of the Client.​​

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30. Force Majeure

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30.1  Neither Party shall be liable for delays or non-performance to the extent caused by events beyond its reasonable control.

 

30.2. Such events include, in particular, natural disasters, war, pandemics, governmental measures, significant technical failures, cyberattacks or comparable events.

 

 

31. Amendments to the GTC

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31.1  SolutionSync may amend these GTC for future mandates.

 

31.2. Amendments shall apply to an ongoing mandate only if communicated to and accepted by the Client or if the Mandate Agreement expressly provides for such amendment mechanism.

 

31.3. Changes to individual fees, Success Fees, exclusivity arrangements or material mandate terms require an express agreement.

 

 

​​32. Severability

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32.1  If any provision of these GTC is or becomes wholly or partly invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

 

32.2  The Parties shall replace the invalid or unenforceable provision with a valid provision that comes as close as reasonably possible to the economic purpose of the original provision.

 

 

33. Governing Law

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33.1  These GTC and all Mandate Agreements between SolutionSync and the Client shall be governed exclusively by substantive Swiss law, excluding its conflict-of-law rules and, where applicable, the United Nations Convention on Contracts for the International Sale of Goods (CISG).

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​​34. Jurisdiction and Dispute Resolution

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34.1  Any dispute arising out of or in connection with these GTC or a Mandate Agreement shall, subject to mandatory statutory jurisdiction, be subject either to the competent courts in Zug, Switzerland, or to a conciliation procedure before a sole conciliator, as expressly agreed by the Parties in the relevant Mandate Agreement.

 

34.2  The applicable dispute-resolution mechanism shall be the mechanism expressly selected and specified in the Mandate Agreement.

 

34.3  Where the Parties have agreed to a conciliation procedure, the Parties shall first attempt to resolve the dispute through such procedure before initiating court proceedings.

 

34.4  The sole conciliator shall be appointed by mutual agreement of the Parties. If the Parties fail to agree on the appointment within 10 days after a written request for conciliation, either Party may request the competent authority to appoint the conciliator.

 

34.5  Unless otherwise agreed in the Mandate Agreement, the conciliation procedure shall take place in Zug, Switzerland, and shall be conducted in English.

 

34.6  SolutionSync shall remain entitled, to the extent permitted by law, to bring proceedings at the Client’s registered office or domicile where mandatory law permits such jurisdiction.

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35. Final Provisions

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35.1  These GTC, together with the relevant Mandate Agreement, form the basis of the contractual relationship between SolutionSync and the Client.

 

35.2  The Mandate Agreement shall prevail over these GTC to the extent it expressly provides otherwise.

 

35.3  Ancillary agreements and amendments to the Mandate Agreement shall generally be made in text form unless mandatory law requires a stricter form.

 

35.4  Headings are for convenience only and shall not affect the interpretation of these GTC.

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35.5  These General Terms and Conditions are available in German, English and French. In the event of any discrepancy, inconsistency or ambiguity between the language versions, the German version shall prevail.

 

SolutionSync LLC 
Rothusstrasse 23 
6331 Huenenberg
Switzerland

 

Version: NC_202609
Date: September 2026