General Terms.

Effective: 19 May 2026 · Version 1.0

1. Scope

1. These General Terms ("Terms") apply to all services rendered by Ludwig Limbeck AG ("NorthAlp Legal" or "we") to clients ("Client").
2. Deviating terms of the Client become part of the contract only with our express written consent.
3. Individual provisions in the mandate contract prevail over these Terms.

2. Conclusion of contract and mandate acceptance

1. Requests via the website, email, phone or WhatsApp do not establish a mandate relationship.
2. Before mandate start we assess capacity, conflicts of interest, risk exposure and mutual fit. We reserve the right to decline mandates without giving reasons.
3. The mandate is established only by written acceptance on the part of Ludwig Limbeck AG and written assignment by the Client.

3. Services

1. NorthAlp Legal offers three product lines:
   • Founder Counsel: integrated legal-tax-structural support for scalable founders from incorporation.
   • External Inhouse Counsel (EIC): flexible hours retainer (Compact 5h / Business 12h / Premium 24h per month).
   • Counsel Desk (CD): a fixed, recurring counsel consultation — on-site, hybrid or remote (Monthly / Biweekly / Weekly / Weekly One Day).
2. Specific scope defined in the mandate contract.
3. No attorney services within the attorney monopoly, no notarial services, no asset management, no full bookkeeping or payroll. Referral to partners.
4. Larger tasks are quoted and assigned separately.

4. Fees and payment

1. Fees stated on the website are net amounts; Swiss VAT (currently 8.1%) is added.
2. Setup fee one-off from CHF 2,500 (plus VAT).
3. Retainer fees billed monthly in advance, net 14 days.
4. Overhours beyond the package: reduced hourly rate or upgrade proposal. Hours are poolable within a quarter, lapse at quarter-end.
5. On-site Counsel Desk within Switzerland includes travel. Travel outside Switzerland is agreed separately.
6. Separate project work: flat fee or time-and-materials.
7. On default: interest of 5% p.a. (Art. 104 OR). Reminder and collection costs to be borne by the Client.

5. Client cooperation

1. Designation of an internal lead contact (board member, CFO or COO).
2. Timely, complete and truthful provision of all required documents and access.
3. Submit consultation topics at least 48 hours before the meeting.
4. Immediate information on material changes (e.g. emerging dispute, planned sale, regulatory change).

6. Confidentiality

1. Strict confidentiality, indefinitely beyond mandate.
2. Secured by:
   • contractual confidentiality (NDA as part of mandate);
   • data protection under FADP and GDPR;
   • professional secrecy under fiduciary and tax practice rules;
   • encrypted communication, client portal with 2FA;
   • Swiss data centres.
3. Not a law firm: BGFA attorney-client privilege does not apply directly. For such matters: partner law firms.

7. Data protection

See separate Privacy Policy.

8. Liability

1. For intent and gross negligence, NorthAlp Legal is liable under the mandatory statutory provisions.
2. For light negligence, liability — per case and in aggregate — is capped at the amount of fees the Client paid to NorthAlp Legal in the current business year in which the damage arose.
3. To the extent legally permissible, liability for lost profit, indirect damages, consequential damages, pure economic loss and immaterial damages is excluded.
4. No liability for damages based on inaccurate, incomplete or delayed Client information.
5. No liability for the services of engaged third parties (attorneys, notaries, tax experts, auditors); their selection is made with customary care.
6. Recommendations are based on information provided and on law applicable at the time of advice. There is no duty to update.
7. Mandatory statutory liability, in particular for personal injury, remains reserved in all cases.

9. Term and termination

1. Minimum term of three months, then automatic monthly renewal.
2. Termination with three months' notice at month-end, in writing.
3. Extraordinary termination for cause reserved.
4. On termination: originals remain with the Client. Copies may be retained under statutory retention duties.

10. Non-solicitation

During the mandate and for twelve months after mandate end, the Client agrees not to solicit or hire employees of Ludwig Limbeck AG who worked for the Client, without prior written consent.

11. Changes to Terms

Changes are notified in writing and are deemed approved if not objected to within 30 days. Material changes (pricing, scope) require explicit consent.

12. Severability

If any provision is invalid, the validity of the remaining provisions is unaffected. The invalid provision is replaced by an effective one closest to its economic intent.

13. Governing law and jurisdiction

1. Exclusively Swiss law, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.
2. Exclusive jurisdiction: Cham, Canton of Zug, Switzerland. Mandatory statutory venues reserved.