1. Scope
These terms apply to all engagements between Santos Security Advisory, Florastrasse 2, 2502 Biel/Bienne, and its clients. They are primarily intended for businesses, public bodies and other organisations.
They become part of the contract when a proposal, engagement confirmation or other agreement refers to them and the client had an opportunity to review them before the contract was concluded.
2. Proposal and contract formation
Proposals are binding for the period stated in them. If no period is stated, they remain valid for 30 calendar days from the issue date. A contract is formed by written acceptance of the proposal, an engagement confirmation or the mutually agreed start of the services.
The following order of precedence applies: the individual agreement or proposal, any rules of engagement or confidentiality agreement, and then these terms.
3. Services and boundaries
Scope, objective, assessment depth, schedule and deliverables are defined in the relevant proposal. Services are performed professionally, independently, on a risk-based basis and with customary professional care.
Security assessments and recommendations are based on the agreed scope, the information available and the conditions at the time of review. They do not guarantee absolute security, the absence of incidents or any specific commercial outcome.
Santos Security Advisory does not provide guarding, intervention or legal advisory services unless expressly and lawfully agreed separately.
4. Client cooperation and authorisation
The client provides accurate and complete information, responsible contacts, required access and safe working conditions in good time. It discloses specific hazards, protection rules and operational restrictions.
For Physical Penetration Tests and comparable practical tests, the client confirms in writing that it is authorised to commission and approve all affected sites, areas and scenarios. Scope, permitted methods, excluded actions, stop criteria and escalation contacts are agreed before work begins.
Delays or additional effort caused by missing or inaccurate cooperation may be charged after prior notice.
5. Schedule and changes
Schedules are planned based on the best available information. A fixed deadline must be expressly confirmed as such. Changes to scope, additional sites or new questions may affect schedule and fees and are agreed before execution.
If an engagement is cancelled or postponed, services already performed, binding third-party costs and non-refundable travel expenses will be invoiced. The proposal may contain additional provisions.
6. Fees, expenses and payment
Fees, fixed prices, expenses and third-party costs are set out in the proposal. Travel time, journeys, accommodation and other expenses are charged where agreed or objectively required for the service.
Unless otherwise agreed, invoices are payable without deduction within 30 calendar days of the invoice date. Statutory default interest may be charged after the due date. Any value added tax legally owed will be shown separately.
7. Use of specialists
Following prior consultation, Santos Security Advisory may involve suitable specialists or service providers where this supports the assignment. Scope, responsibilities and any additional costs are agreed transparently in advance.
8. Confidentiality and data protection
Both parties treat non-public information, documents and findings from the engagement as confidential. This obligation continues after completion. Statutory disclosure obligations remain reserved.
A separate confidentiality agreement takes precedence. Personal data is processed under applicable data protection law and the published privacy notice.
9. Deliverables and rights of use
After full payment, the client receives a non-exclusive right to use reports, concepts and documents created for it for internal purposes and with appointed advisers, insurers and authorities that are bound by confidentiality or legally competent.
Methods, templates, report structures, general expertise and pre-existing content remain with Santos Security Advisory. Publication, paid transfer, adaptation for third parties or use beyond the agreed purpose requires prior written consent.
10. Warranty and liability
Any defect in an agreed service must be reported in writing within a reasonable period. Santos Security Advisory is first given an opportunity to investigate and, where possible and reasonable, remedy it.
To the extent permitted by law, Santos Security Advisory is liable for direct, proven loss caused by a culpable breach of contract. Liability for indirect or consequential loss, lost profit and decisions made outside the agreed scope or without regard to documented limitations is excluded to the extent permitted by law.
Exclusions do not apply to intent, gross negligence or where mandatory law provides otherwise.
11. Force majeure
Neither party is liable for delay or non-performance caused by events outside its reasonable control. The affected party informs the other as soon as possible and seeks a proportionate alternative solution.
12. Termination
Ongoing engagements may be terminated in accordance with the individual agreement. If no provision exists, termination for good cause is possible at any time and otherwise on reasonable notice. Services performed and binding costs incurred up to termination remain payable.
13. Law, jurisdiction and language
Swiss law applies. The exclusive place of jurisdiction is Biel/Bienne to the extent permitted by law. Mandatory places of jurisdiction remain reserved.
If language versions differ, the German version prevails. Amendments apply to future contracts from publication. An existing engagement remains governed by the version incorporated when the contract was concluded.