1 Scope

(1) These General Terms and Conditions (hereinafter “GTC”) apply to all current and future business relationships between SalesPro4U AG, Avenue du Midi 37, 1700 Fribourg, Switzerland (hereinafter “SalesPro4U” or “we”) and its customers (hereinafter “Customer” or “you”). 

(2) Deviating, conflicting, or supplementary terms and conditions of the Customer shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing.  

2 Services of SalesPro4U  

(1) SalesPro4U arranges suitable experts for the Customer based on their requirements in the areas of sales, marketing, business development, or other areas previously agreed upon with the Customer. The placement is based on the information provided by the Customer and the desired expert profile. 

(2) SalesPro4U endeavors to accept only placement assignments where there are realistic prospects of a successful placement. 

(3) Within a period agreed upon with the Customer, after the conclusion of the contract, SalesPro4U will create the company and expert profile. The creation of the profiles requires at least one additional meeting between the Customer and SalesPro4U, during which the relevant information and exact requirements for the expert are discussed and coordinated. The profiles form the basis for a successful expert placement. 

(4) After the Customer has given written approval of the expert profile, SalesPro4U searches for suitable experts and introduces them to the Customer. 

(5) To facilitate introductions, SalesPro4U organizes and moderates a “Match-Making Meeting” between the Customer and the referred experts. If an in-person meeting is desired, this must be agreed upon in advance with SalesPro4U. If multiple experts have been introduced, the Customer may choose whether to meet them individually in separate conversations or all together in one call. 

(6) Within three business days after the Match-Making Meeting or the last individual conversation, the Customer must inform SalesPro4U whether and which experts are considered for a possible contract.  

(7) SalesPro4U is only responsible for the placement of experts and not for the permanent filling of a position. The Customer has no right to a replacement if an expert is unsatisfactory.  

(8) SalesPro4U is not obliged to introduce additional experts to the Customer if those initially introduced are no longer available (e.g., due to accepting another position).  

(9) The services of SalesPro4U are limited to those described in these GTC and the individual offer. SalesPro4U provides accompanying support for contract negotiations between the Customer and the experts but is not responsible for the content of the negotiations, particularly for negotiating contract terms or processing salary payments.  

3 Obligations of the Customer  

(1) The Customer is obligated to provide SalesPro4U with all information and documents necessary for a successful placement, completely and truthfully. This includes, in particular, a detailed description of the position to be filled, the desired expert profile, and the company profile.  

(2) The Customer undertakes to provide SalesPro4U with proposed appointment times within two business days after the written introduction of the experts and the request for scheduling the Match-Making Meeting.  

(3) The Customer has the right to reject the introduced experts and not enter into a contract with them. In this case, SalesPro4U is not obligated to provide additional placements.  

(4) The Customer agrees to contact the referred experts only for the positions agreed upon in the offer. Once the Customer contacts an expert to establish a business relationship, SalesPro4U must be informed immediately and involved in further negotiations.  

(5) If the Customer fails to comply with the obligation to inform and involve SalesPro4U as per paragraph (2), they agree to pay a contractual penalty of €10,000.00 to SalesPro4U. This obligation applies for a period of two years from the confirmation of the expert profile.  

(6) The Customer must inform SalesPro4U immediately if they hire or otherwise collaborate with a referred expert.  

(7) If the Customer employs an expert in a different area than agreed upon with SalesPro4U, the Customer assumes full liability for all resulting damages and claims.  

4 Compensation  

(1) The compensation for SalesPro4U is based on the pricing model agreed upon in the offer.  

(2) The pricing model is based on a performance-based payment plan.  

The payment is made in three installments according to the following structure:  

1. Service: €2,500.00 for creating company and expert profiles*
2. Service: €2,500.00 per expert placement, including organizing and moderating the Match-Making Meeting**
3. Service: €2,500.00 per contract signed between the Customer and the expert***

*Due within 14 days after receiving the expert profile and invoice  
**Due within 14 days after the Match-Making Meeting and invoice receipt  
***Due within 14 days after the contract signing between Customer and expert and invoice receipt  

(3) All prices are exclusive of VAT. The VAT must be declared and paid by the recipient of the service in the country where they are domiciled (reverse charge mechanism). Exception: For Customers based in Switzerland, an additional 8.1% VAT applies.  

(4) Contract termination: 
a) Termination by SalesPro4U: 

SalesPro4U may terminate this contract without notice for good cause.  

A good cause exists in particular if: 
– The Customer fails to provide the necessary information and documents required for placement despite requests.  
– The Customer breaches confidentiality agreements and discloses confidential information to third parties.  
– The Customer fails to pay the agreed compensation on time despite reminders.  
– The Customer damages the reputation or standing of SalesPro4U through false or defamatory statements.  
– Force majeure (e.g., natural disasters, war) makes service delivery by SalesPro4U impossible or unreasonable.  
– The referred expert withdraws from the assignment for reasons beyond SalesPro4U’s control (e.g., illness, accident).  
– It becomes evident that the Customer’s requested services violate ethical principles or legal provisions.  

b) Customer’s right of withdrawal: 

The Customer has a statutory right of withdrawal of 14 days.  The withdrawal period begins on the day of offer acceptance. To exercise the right of withdrawal, the Customer must inform SalesPro4U by means of a clear declaration (e.g., a letter sent by post or email) of their decision to withdraw from the contract. The withdrawal period is deemed met if the Customer sends the withdrawal notification before the period expires.  

c) Exclusion of the right of withdrawal: 
The right of withdrawal lapses if SalesPro4U begins providing services at the express request of the Customer before the withdrawal period ends. The Customer must acknowledge that they lose their right of withdrawal once SalesPro4U starts providing services.  

5 Liability  

(1) SalesPro4U is liable for damages caused intentionally or through gross negligence by itself, its legal representatives, or its agents without limitation.  

(2) For damages caused by simple negligence, SalesPro4U is only liable in the event of a breach of a material contractual obligation, the fulfillment of which enables the proper execution of the contract and on which the Customer regularly relies (cardinal obligation). In this case, liability is limited to foreseeable, typically occurring damages.  

(3) Liability for damages resulting from injury to life, body, or health, as well as liability under the Product Liability Act, remains unaffected.  

(4) SalesPro4U is not liable for the conduct of the referred experts, the success of collaboration between the Customer and the expert, or the fulfillment of contracts concluded between them.  

6 Confidentiality  

(1) Both parties undertake to treat all information obtained in connection with this contract confidentially and not to disclose it to third parties.  

(2) The obligation of confidentiality also applies after termination of the contractual relationship.  

7 Data Protection  

(1) SalesPro4U processes personal data of the Customer and the experts in accordance with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).  

(2) Details of data processing are set out in SalesPro4U’s privacy policy, which is available to the Customer upon request.  

8 Final Provisions  

(1) Amendments and supplements to this contract must be made in writing. This also applies to the waiver of the written form requirement.  

(2) Should individual provisions of this contract be invalid, the validity of the remaining provisions shall not be affected.  

(3) The laws of the Federal Republic of Germany shall apply.  

(4) The place of jurisdiction for all disputes arising from or in connection with this contract shall, to the extent legally permissible, be Fribourg, Switzerland.

SalesPro4U AG
Avenue du Midi 37
1700 Fribourg
Schweiz

represented by the CEO, Dr. Susette Germer

Mobile:  +49 155 6 007 1144

Local:    +49 341 6 005 1403

E-Mail: expert@salespro4u.com

registered in the Commercial Register of the District Court CH-1701 Fribourg  

Commercial Register Number: HRB CH-217.3.581.420-0  

As of: 03/06/2025