General Terms

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General Terms and Conditions (GTC) of Swiss Redsoil Holding (Switzerland)

  • General Provisions
  • 1.1 These GTC apply to exploration, project development, and consulting services in the raw materials sector provided by Swiss Redsoil Holding ("RedSoil"). Conflicting terms and conditions of the customer are not accepted.
  • 1.2 The client commissions RedSoil with the planning, execution, and support of resource projects, geological surveys, or investor-related services. The scope of services shall be defined by individual agreement. Remuneration is specified in the written order confirmation.
  • 1.3 RedSoil is entitled to subcontract third parties. Contracts with subcontractors are concluded exclusively by RedSoil. The client is not permitted to contact subcontractors directly.
  • Provision of Services
  • 2.1 Services are provided in close coordination with the client.
  • 2.2 The client must communicate any change requests in writing and in due time. The client shall bear the costs of subsequent changes.
  • 2.3 RedSoil is not liable for delays caused by late or missing cooperation on the part of the client.
  • 2.4 If the client fails to fulfill required obligations, RedSoil may claim appropriate compensation.
  • Fees and Payment
  • 3.1 The agreed fees shall be paid in instalments to the RedSoil business account. Invoices will be issued.
  • 3.2 Variable costs (e.g. travel, accommodation) must be reimbursed with prior approval.
  • 3.3 RedSoil is entitled to charge for hotel accommodation (up to four-star category) and reasonable expenses.
  • 3.4 Additional services (e.g. reports, maps, studies) are subject to separate remuneration.
  • 3.5 The first instalment (75%) is due within 14 days after signing the contract. The final payment is due upon project completion.
  • Liability
  • 4.1 RedSoil is only liable for intent and gross negligence. This does not apply to injury to life, body, health, or essential contractual obligations.
  • 4.2 Third parties shall not derive any rights from this contract.
  • Warranty
  • 5.1 Defects must be reported to RedSoil in writing without delay. RedSoil shall be given a reasonable period for rectification.
  • 5.2 In the case of significant defects, the client may demand a price reduction or withdrawal from the contract. Compensation for work already performed must be paid.
  • 5.3 Warranty claims expire one year after acceptance of the services.
  • Termination
  • 6.1 RedSoil may terminate the contract in case of failure by the client to cooperate.
  • 6.2 The client may terminate the contract at any time in writing, but must pay 85% of the agreed total remuneration plus any cancellation costs.
  • 6.3 If the termination occurs less than two weeks before the project start, the full fee is due.
  • Offsetting Prohibition
  • The client may only offset claims that are legally binding or undisputed.
  • Confidentiality
  • Both parties agree to maintain confidentiality over non-public business and operational information, even beyond the duration of the contract.
  • Copyright and Usage Rights
  • 9.1 All intellectual property rights to reports, studies, maps, and other materials remain with RedSoil.
  • 9.2 Usage rights are granted exclusively for the defined project. Any other use requires written approval.
  • 9.3 RedSoil is entitled to use project results or excerpts for self-promotion purposes without compensation.
  • Project Responsibility
  • 10.1 The client is considered the responsible project party unless otherwise agreed in writing.
  • 10.2 The client is responsible for compliance with legal and regulatory requirements.
  • Exclusivity
  • The client commissions RedSoil exclusively. In the event of breach, RedSoil reserves the right to terminate the contract without notice.
  • Fees and Licenses
  • Fees for geological permits, licenses, or third-party institutions shall be borne by the client unless otherwise agreed in writing.
  • Jurisdiction
  • Place of jurisdiction is Zurich, Switzerland.
  • Applicable Law
  • Swiss law shall apply exclusively.
  • Written Form
  • Amendments and additions must be made in writing.
  • Severability Clause
  • If any provision is invalid, the remaining provisions shall remain unaffected. An economically equivalent provision shall replace the invalid one.

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