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1     Purpose and scope 


(1)    The present general terms and conditions (GTC) apply to all services of MegaCon GmbH (hereinafter MegaCon) and its customers, unless something else is legally mandatory in individual cases is mandatory. 


(2)     By placing an order, the customer acknowledges these General Terms and Conditions. The General Terms and Conditions are an integral part of all offers, order confirmations, contracts and order forms from MegaCon. They take precedence over any existing general terms and conditions of the customer.


(3)     MegaCon reserves the right to make changes to these GTC at any time and to publish the current version on The new version of the General Terms and Conditions comes into force when it is published on the MegaCon website.


(4)     For M&A (mergers & acquisitions) services, the additional conditions for M&A also apply.


2     Object, formation and scope and execution of the order 


(5)     Regarding the content, scope and execution of the services to be provided, the order placed is decisive. The order must always be agreed separately and in writing by means of an order confirmation, order form or contract. The subject of the contract are the activities agreed in the individual case and to be carried out by MegaCon and not the guarantee for the occurrence of certain economic or other consequences. For this reason, MegaCon cannot make any statements in the form of expectations, forecasts or recommendations in the sense of a guarantee with regard to the occurrence of corresponding circumstances, regardless of the provision of certain work results. Dates are given as general targets unless they are expressly agreed as binding assurances. Subsequent changes to the service content are subject to an appropriate adjustment of the agreed fee.


(6)     MegaCon is entitled to call in employees, expert external consultants, companies and institutions to carry out the order, who work on behalf of and for the account of MegaCon are (right to substitution).


(7)    Customers must provide MegaCon with all information and documents that are necessary for the proper provision of services in good time without being specifically requested to do so. MegaCon may assume that the documents and information provided as well as the instructions given are correct and complete. MegaCon is only responsible for checking the correctness and correctness of the customer's documents, information and figures if this has been agreed in writing in advance.


3     Information exchange


(8)    The parties undertake to maintain secrecy about all confidential information that they receive on the occasion of or in connection with the receipt or provision of services within the framework of the processing of the contractual relationship. All data on facts, methods and knowledge that are not generally known or are not publicly accessible, at least in their concrete application within the framework of the execution of the contractual relationship, are to be considered confidential. Excluded from this is the disclosure of confidential information for the necessary protection of legitimate interests, insofar as the respective third parties are subject to an equivalent obligation of confidentiality. The obligation of confidentiality continues after the end of the contractual relationship. The above obligation does not prevent MegaCon from executing the same or similar orders for other customers while maintaining confidentiality. 


(9)     The parties can use electronic media such as telephone, fax and e-mail to communicate within the framework of the execution of the contractual relationship. When transmitted electronically, data may be intercepted, destroyed, manipulated or otherwise adversely affected, lost for other reasons, and may arrive late or incomplete. Each party is therefore responsible for taking appropriate precautions to ensure error-free transmission or receipt and to identify elements that are defective in terms of content or technology. On request, the MegaCon can securely send and receive e-mails with IncaMail (Post AG).


(10)  MegaCon can process the information that comes to its knowledge, in particular the personal data of customers, using IT technology or have it processed by third parties. This also makes the information accessible to persons who perform system support and control functions as part of the processing. MegaCon ensures that the relevant persons are also subject to the obligation to maintain confidentiality. The requirements of data protection must always be met by taking appropriate organizational and technical measures. The above also applies in particular in the event that MegaCon transmits customer data to a third party for storage or hosting.


4     Protection and usage rights 


(11)  All property rights such as intellectual property rights and license rights to the documents, products or other work results prepared by MegaCon in the course of the execution of the contractual relationship as well as the know-how developed or used in the process are available regardless of any cooperation between of MegaCon and the customer exclusively to MegaCon. MegaCon grants the customer a non-exclusive and non-transferable right to use the documents, products and other work results provided to him, including the associated know-how, for his exclusive personal use in the long term. The transfer of documents, products and other work results or parts thereof as well as individual technical statements to third parties by the customer is only permitted with the express written consent of MegaCon. The customer refrains from changing the documents provided to him by MegaCon, in particular the binding reporting. The same applies to products and other work results, unless their purpose is further processing by the customer. A reference to the existing contractual relationship between the parties, in particular in the context of advertising or as a reference, is only permitted with the mutual consent of both parties. 


5     Deliveries from MegaCon


(12)   Deliveries by MegaCon are deemed to have been made if they have been sent to the last address provided by the customer (written postal address and electronic e-mail address) or have been made available in accordance with the customer's instructions. The date of the copies or mailing lists in MegaCon's possession is deemed to be the time of dispatch.

6     Fees, expenses, terms of payment 


(13)   The fee is agreed individually for each order. If nothing else is apparent from the agreement, the fee owed in addition to the reimbursement of expenses shall adhere to the fee rates customary in the industry. Value added tax will be charged additionally. Travel times count as working time. In addition to the fee claim, MegaCon is entitled to reimbursement of expenses incurred and third-party fees. If MegaCon uses third parties to provide its services, the customer undertakes, upon request, to pay the fee claims and expenses incurred by these third parties directly and to release MegaCon from any obligations entered into. Estimates of costs are based on estimates of the scope of the necessary activities and are created on the basis of the data provided by the customer. Therefore they are not binding for the final calculation of the fee. 


(14)  MegaCon can demand appropriate advance payments on fees and expenses and issue individual or regular interim invoices for activities and expenses already performed. If an advance payment is requested or an interim invoice is issued, it can make the provision of further work dependent on the full payment of the amounts claimed. 


(15)  The client's right to offset is excluded.


(16)   Fee invoices and statements of expenses are normally to be paid within 10 days to the account specified by MegaCon. Other information regarding payment terms on the order forms or contracts are binding. In the event of late payment, the customer will incur additional reminder fees of CHF 30 each (after 30 and 60 days). For collection measures, a collection fee of CHF 300. From the time of default, the customer owes default interest of 5%.


(17)   MegaCon is released from the duty of confidentiality and professional secrecy for the assertion of claims against the client from the contractual relationship.


(18)  Several clients are liable to MegaCon as joint and several debtors.


7     Complaints, liability and force majeure 


(19)  Complaints from the order must be reported in writing immediately. The MegaCon is to be given the opportunity to rectify the situation.


(20)  MegaCon is only liable to the client for unlawful intent and gross negligence. The existence of unlawful intent or gross negligence must be proven by the customer who wishes to derive a claim from this.


(21)   This limitation of liability also applies to all persons to whom MegaCon has authorized the conducting of business.


(22)  In the case of substitution, MegaCon's liability is limited to the appropriate selection, instruction and monitoring of the third party.


(23)  E-mail traffic from and to MegaCon takes place via public data transmission networks that are not specially protected. MegaCon rejects any liability for damage incurred by the customer as a result of transmission errors, technical defects, disruptions or interventions in the network operator's facilities. Upon request, MegaCon can send and receive secure e-mails via Inca Mail (Pos AG).


(24)   The limitations of liability regulated in sections 8.4 and 8.5 above also apply to the selection of IT programs and applications (such as cloud solutions) with which MegaCon works.


(25)  In the event of damage, MegaCon's liability is limited to three times the annual fee paid. This also applies in the case of substitution.


(26)  In the event of force majeure, the party that is unable to fulfill its contractual obligations as a result is in no way liable for damages to the other party. It is released from its contractual obligations as long as and to the extent that the force majeure persists. If the force majeure ceases to exist, the contractual rights and obligations will come into force again, unless the force majeure lasts for more than one year. In this case, the party not affected by the force majeure is entitled, but not obliged, to revoke or terminate the contract with written notification.


8     Termination of the order 


(27)  The order ends upon fulfillment or provision of the agreed service(s), upon expiry of the agreed term or upon termination in accordance with Section 9.2.


(28)  The contract can be terminated by either party at any time in writing with immediate effect or at the end of a specific date. In the event of ordinary termination of the contract, the customer must pay for the services rendered up to the time the contract was terminated on the basis of the effective hourly expenditure and the hourly rates applicable in each case plus the expenses incurred. In addition, MegaCon is to be held completely harmless by the customer. If the ordinary termination occurs at an inopportune time, the terminating party is obliged to compensate the other party for the resulting damage, if necessary in addition to the fee claim on the basis of the effective hourly effort and the applicable hourly rates plus the expenses incurred. In the event of an extraordinary termination due to breach of contract by one party, the party terminating the contract must compensate the party terminating the contract for the damage it incurs as a result of the termination, if necessary in addition to the fee entitlement based on the effective hourly expenditure and the applicable hourly rates plus the expenses incurred.


(29)   If the client is a natural person, the contract does not expire in the event of their death, being declared missing or their incapacity to act. If the client goes bankrupt or similar proceedings are opened against him, the order will only expire after it has been revoked or terminated by MegaCon or the responsible authorities.


9     Storage and publication of work results and documents 


(30)   Subject to longer statutory periods, MegaCon must keep the documents for a period of 10 years after the end of the order. However, this obligation expires before the end of this period if MegaCon has requested the client in writing to receive the documents and the client has not complied with this request within 6 months of receiving it.


10   Storage and publication of work results and documents 


(31)  Contract changes or contract changes are only valid with mutual consent and in writing.


11  Invalid Provisions


(32)  The nullity, invalidity or unenforceability of individual provisions of this contract shall not affect the validity of the remaining contractual provisions.


(33)  The possibly ineffective provisions of this contract are to be replaced by a regulation that corresponds to the meaning and purpose of this agreement.


(34)  The present contract is to be supplemented according to its meaning and purpose if gaps should arise.


12  Governing Law and Venue


(35)   This contract is subject to Swiss law, unless mandatory statutory provisions oppose this. Disputes arising from the contract are subject solely to the ordinary jurisdiction at the registered office of MegaCon. The application of the Vienna Sales Convention is expressly excluded.


As of March 31, 2023 - Version 3


MegaCon GmbH

Station Square 10

9100 Herisau AR



1.   Scope and execution of the order, duties to cooperate


(1)    MegaCon GmbH (hereinafter referred to as MegaCon) provides services for sellers and buyers in connection with the brokerage of shares in companies or their assets. It may involve other people it trusts in the execution of the order, provided this is done without additional costs for the seller and buyer. MegaCon is also entitled to agree a fee with the opposite party.


(2)    MegaCon carries out its activities to the best of its knowledge and belief and adheres to the agreements and laws. Unless individually agreed otherwise, information originating from the seller or buyer has not been checked by MegaCon. For this reason, MegaCon assumes no liability for the documents and information provided. MegaCon is entitled to correct any inaccuracies that come to light, also towards third parties, as soon as such inaccuracies become known.


3)    Seller and buyer undertake to cooperate insofar as it is necessary for the proper completion of the order. In particular, they will hand over all documents and approvals necessary for the execution of an order in full and in good time so that appropriate processing and fulfillment of the contract is possible. The same applies to the immediate notification of all processes and circumstances that may be of importance for the execution of the order. 


(4)     All prospective buyers/seller named by MegaCon are protected for MegaCon for a period of two years after notification. Information from MegaCon about a purchase/sale interest that the seller/buyer is already aware of will be rejected immediately and MegaCon will be informed, enclosing the relevant documents, when and how they acquired their prior knowledge. It is up to the seller/buyer to ask MegaCon before concluding the desired main contract whether MegaCon has proven or mediated the opportunity to conclude the contract. By failing to make an inquiry, the seller/buyer gives up the opportunity to counter that MegaCon had no or no timely knowledge of their activities.


2. Confidentiality


(5)    MegaCon undertakes to treat all knowledge and documents related to the order as strictly confidential and to pass them on to third parties only to fulfill the order and only then , if they also undertake to keep the knowledge obtained strictly confidential.


(6)    Seller and buyer are obliged to treat all information and documents received from MegaCon or the parties involved, of whatever kind, as strictly confidential and not for other purposes to use or pass them on to third parties without the written consent of MegaCon. Sellers and buyers are also obliged to subject the employees, other persons and companies involved to this confidentiality obligation. Sellers and buyers undertake not to contact each other directly without the prior consent of MegaCon.


(7)     Executes a breach of No. 2, paragraph (2), disclosure of information on a contract within the meaning of No. 4, paragraph ( 1), a lump-sum compensation of 25% of the agreed remuneration is to be paid to MegaCon. This does not affect the seller's/buyer's right to prove that no damage has occurred at all or that it is significantly lower than the flat rate. 


3. Liability


(8)     MegaCon is liable for a culpable violation of our essential contractual obligations according to the statutory provisions. Insofar as MegaCon is not responsible for either grossly negligent or intentional behavior, MegaCon is only liable for the foreseeable damage. Outside the area of essential contractual obligations, MegaCon is only liable if damage was caused intentionally or through gross negligence by one of its legal representatives or vicarious agents. Otherwise, claims for damages due to impossibility of performance, positive breach of contract, culpa in contrahendo, default or tort as well as any other legal reason against MegaCon are excluded.


4. Main Contract, Remuneration


(9)     Any contract concluded by the seller or buyer or a person dependent on him or a company dependent on him or associated with him shall be deemed to be a main contract within the legally permissible framework a third party, provided that the contract is based on information, cooperation, mediation or other activity by MegaCon and the intended purpose of buying/selling shares in companies or their assets or other contractually agreed services including mergers, cooperation, licensing and economically equivalent contracts is achieved. Main contract is also the extension or addition of such contracts within two years from the first conclusion.


(10)   In the event of the conclusion of a contract in accordance with No. 4, paragraph (1), MegaCon is entitled to a fee of

5.0% of the contract value for the first CHF 3 million

plus 4.5% of the contract value of CHF 3 to 5 million

plus 4.0% of the contract value of CHF 5 to 10 million

plus 3.5% of the contract value over CHF 10 million 


(11)   When brokering licenses, the fee is 5% of the contract value. If, as a result of MegaCon's mediation activities, there is an isolated or supplementary justification of continuing obligations, consulting, managing director or other contracts, the fee is 10% of the total consideration. If consulting services are agreed in addition to the mediation activity, these are to be remunerated separately. The retainer to be paid in advance when the contract is concluded is between CHF 20,000 and CHF 50,000 and is regulated in the order form and the contracts. MegaCon's minimum fee is between CHF 30,000 and CHF 440,000 for each mediation case in accordance with the order form and contracts. The retainer will be credited in the event of success, taking into account the minimum fee. MegaCon is entitled to agree on down payments and expense allowances. All payments mentioned are exclusive of the applicable statutory value-added tax.


(12)  The contract value (economic benefit of the transaction) pursuant to No. 4, paragraph (2), consists of the purchase price specified in the main contract and/or other agreements related to it economically and/ or value of the other considerations and all ancillary services that benefit the contractual partner or third parties (e.g. redemption and assumption of land register encumbrances, loans, other debts and other claims as well as debt relief from companies). Contract value in mergers is the total assets of the merged company at the time of the merger, in the case of an exchange it is the value of the contributions in kind (e.g. shares in the new company).


(13)  MegaCon's fee is due upon conclusion of a contract in accordance with paragraph (1), even if it is concluded under a condition precedent or subsequent or is subsequently canceled by the contractual partners.


(14)  Regardless of MegaCon mediating the conclusion of a contract, the seller and buyer will inform them immediately of the conclusion of a main contract and submit a certified copy of the main contract.


5. Contract Modifications


(15)  Contract changes or contract changes are only valid with mutual consent and in writing.


6. Governing Law and Jurisdiction


(16)   This contract is subject to Swiss law, unless mandatory statutory provisions oppose this. Disputes arising from the contract are subject solely to the ordinary jurisdiction at the registered office of MegaCon. The application of the Vienna Sales Convention is expressly excluded.


MegaCon GmbH

Station Square 10

9100 Herisau AR


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