Boom General Terms and Conditions (GTC)

Version: v2025.06
Issued by: Boom & Company GmbH
UID: CHE‑116.008.114
Permanent Link: https://boom.ceo/gtc-v2025-06 and PDF for download in this folder: https://drive.google.com/drive/folders/1Aq_kxZiD2WzoJrxCKESb4dWWPxPEfBlh?usp=sharing

1. Relationship of the Parties

This Agreement reflects a mandate arrangement (in Swiss legal terms: Rapporto di mandato, Rapport de mandat, Auftragsverhältnis) under Swiss law and not an employment contract. Nothing in this Agreement shall be construed to create an employer-employee, agency, partnership, or joint venture relationship between the Parties. Each Party acts as an independent contractor and may not bind or commit the other in any way, except as expressly authorized in writing.

2. Representations and Warranties

Each Party represents and warrants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder.

3. Confidentiality

(a) Definition: “Confidential Information” includes all non-public information disclosed in connection with this Agreement that is reasonably understood to be confidential, including business plans, client data, strategies, intellectual property, or proprietary materials.

(b) Obligations: The Receiving Party shall (i) use Confidential Information solely to fulfill its obligations under this Agreement, (ii) protect it with reasonable care, and (iii) not disclose it to third parties without written consent, except as required by law.

(c) Destruction or Return: Upon termination or request, all Confidential Information shall be returned or securely deleted.

(d) Survival: These obligations survive for two (2) years following the termination of this Agreement or the last disclosure of Confidential Information, whichever is later. For specific agreements or particularly sensitive information (e.g., trade secrets), a longer survival period may be specified in the main agreement.

(e) Permitted Disclosure: Disclosure under legal obligation is allowed with prompt notice to the Disclosing Party, where permitted by law.

4. Governing Law

This Agreement is governed by the substantive laws of Switzerland.

5. Jurisdiction

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in Lugano, Switzerland.

6. Force Majeure

Neither Party shall be liable for failure or delay due to causes beyond their reasonable control, including natural disasters, war, labor disputes, government actions, failure of communications systems, or similar unforeseen events. The affected Party must notify the other promptly and make reasonable efforts to resume performance.

7. Survival

The following clauses survive termination of the Agreement:

  • Clause 3 (Confidentiality)
  • Clause 4 (Governing Law)
  • Clause 5 (Jurisdiction)
  • Clause 6 (Force Majeure)
  • Clause 7 (Survival)
  • Clause 8 (Miscellaneous)

8. Miscellaneous

  • Entire Agreement: These GTCs, together with any agreement referencing them, represent the full understanding between the Parties.
  • Amendments: Any amendments must be made in writing and agreed by both Parties.
  • Updates to GTCs: Boom may update these General Terms and Conditions from time to time. Boom will notify the other Party in writing (e.g., via email) about any such update. For ongoing agreements, material changes will become effective 30 days after written notice, unless the Client objects in writing within that period, in which case the Parties will negotiate in good faith. Otherwise, the updated version will apply to all new agreements and renewals from the date of publication.
  • Notices: Notices may be sent by certified mail, courier, or electronic mail. Email shall be deemed received 24 hours after being sent to the designated email address, provided no bounce-back or failure notification is received.
  • Assignment: Neither Party may assign rights or obligations without prior written consent.
  • Severability: If any provision is held invalid, the remainder remains enforceable.
  • Waiver: Failure to enforce any right does not waive it.
  • Counterparts: Agreements incorporating these GTC may be signed in counterparts, electronically or otherwise, which together form a single instrument.

This document is the authoritative GTC version v2025.06 and applies to all Boom agreements referencing it.