Terms & Conditions
These terms describe the relationship between Verdure Group and the companies that engage us for general business advisory and operational consulting. The wording is plain on purpose; if any passage is unclear, we are happy to discuss it before an engagement begins.
Definitions
Throughout this document, certain words carry a specific meaning. They are gathered here for clarity.
- Service — the advisory or consulting engagement that Verdure Group provides to a Client under a written confirmation.
- Client, You, Your — the company or natural person who has engaged Verdure Group for a Service.
- We, Us, Our, Verdure Group — Verdure Group, with its working address at Limmatquai 70, 8001 Zürich, Switzerland.
- Content — the written summaries, frameworks, templates, and observations prepared in the course of a Service.
- Agreement — these terms together with the engagement letter or written confirmation that describes a particular Service.
Acceptance of terms
An Agreement is formed when Verdure Group sends an engagement letter that describes a particular Service and the Client confirms acceptance in writing — by email reply, signed countersignature, or any other unambiguous written confirmation. The Agreement consists of the engagement letter and these terms; where the two address the same matter, the engagement letter is read first.
The person accepting on behalf of a company is expected to have authority to do so. Where the Client is a natural person rather than a company, that person should be at least eighteen years of age and able to enter into a binding contract under Swiss law.
Description of services
Verdure Group offers general business advisory and operational consulting on matters that are not subject to professional licensing. Typical engagements include a board governance review, a founder–investor communication cadence, and the establishment of a recurring operating review at the leadership level. The fuller descriptions appear on our solutions page.
Each engagement is observational and advisory in nature. We do not act as legal counsel, tax advisor, auditor, fiduciary, asset manager, or in any other regulated capacity. Where a matter would benefit from such a specialist, we say so plainly and step aside.
Our work is conducted primarily from Zürich and serves companies based in Switzerland and the wider European market. Engagements may be carried out on the Client's premises, at our office, or remotely, as agreed in the engagement letter.
Client responsibilities
The quality of an engagement depends in large part on the openness of the conversation. The Client is asked to:
- Provide accurate background information about the company, its situation, and the question being put to us.
- Make available the documents and people necessary for the work — board papers, financial summaries, key colleagues — within reasonable timeframes.
- Treat our written materials and conversations as confidential to the engagement, and not share them more broadly without prior discussion.
- Use our written outputs for the Client's own internal consideration, not as marketing material or as a representation to third parties.
- Refrain from using the engagement, or any communication arising from it, to plan or carry out an unlawful act or to mislead another party.
Where the Client provides information that turns out to be materially incomplete or inaccurate, our observations may need to be revisited; we will say so and propose a way forward.
Intellectual property
The frameworks, templates, written approaches, and underlying methods that Verdure Group has developed over time remain our intellectual property. Upon settlement of fees, the Client receives a non-exclusive, non-transferable licence to use the written deliverables prepared for them, within their organisation, for the purposes for which the engagement was commissioned.
Documents and information that the Client provides to us remain the property of the Client. We use them only for the purposes of the engagement and treat them with the same care we would extend to our own confidential papers.
If a Client wishes to publish or share a written deliverable beyond the original purpose, we ask only that they discuss it with us first, so that the document is presented in its proper context.
Fees and payment
Fees are stated in the engagement letter and are quoted in Swiss francs (CHF). The published rates for our three principal engagements are:
- Board Governance Review — CHF 820
- Founder–Investor Communication Cadence — CHF 470
- Operating Review Setup — CHF 340
Where an engagement falls outside these descriptions, we propose a written scope and a fee before any work begins. Invoices are issued on completion or, for longer engagements, in agreed instalments. Payment terms are thirty days from the invoice date, by bank transfer to the account named on the invoice.
Out-of-pocket expenses — travel beyond Zürich, for instance — are passed through at cost and are flagged in advance whenever they are likely to be material.
If an engagement is cancelled by the Client after it has begun, fees are payable for work completed up to the date of cancellation. If we are unable to deliver an engagement for reasons within our own control, fees paid for work not yet delivered are refunded.
Engagement specifics
Scope and changes
Each engagement letter sets out what the work will cover and, by implication, what it will not. Material changes to scope are agreed in writing — usually by email — before they are taken on.
Timing
Indicative timings appear in the engagement letter. Where the work depends on the Client's availability — interviews, meetings, document access — timings adjust accordingly, in a manner we discuss as the engagement progresses.
Confidentiality
Verdure Group treats information shared in an engagement as confidential. Where we prepare a written summary based on interviews — for example, in a governance review — the summary is written on a non-attributed basis so that individual contributions cannot be readily traced to a particular person.
Outputs
The output of an engagement is described in the engagement letter — typically a written summary, a framework, a set of templates, or the facilitation of a small number of meetings. We do not represent that any specific commercial outcome will follow from the engagement; that is for the Client's leadership to determine.
Disclaimers
Our work is provided on an as-is, observational basis. We bring care and attention, and we draw on experience accumulated over time — but the conclusions of a study, the suitability of a framework, and the impact of a recommendation depend on factors that are not all within our knowledge or control.
Nothing in our work constitutes legal, tax, audit, regulatory, or investment advice. Where such advice is needed, the Client should consult an appropriately qualified specialist. We are happy to coordinate with such specialists at the Client's request.
Limitation of liability
To the extent permitted by Swiss law, the total liability of Verdure Group arising from or in connection with an engagement is limited to the fees actually paid by the Client for that engagement in the twelve months preceding the event giving rise to the claim.
Verdure Group is not liable for indirect or consequential loss — including loss of profits, loss of opportunity, or reputational harm — even if such loss was foreseeable. Nothing in this clause limits liability that cannot lawfully be limited under Swiss law, such as liability for wilful misconduct or gross negligence.
Neither party is responsible for failure to perform an obligation that is rendered unfeasible by circumstances outside its reasonable control — natural events, civil disturbance, sustained outages of essential infrastructure, and similar matters of force majeure. The affected party informs the other in a timely manner and the parties discuss a sensible way forward.
Indemnification
The Client agrees to hold Verdure Group harmless from third-party claims that arise from the Client's use of our written outputs in ways that fall outside the scope of the engagement, or from inaccurate or incomplete information provided to us by the Client. This clause does not apply where the claim arises from our own wilful misconduct or gross negligence.
Termination
Either party may bring an engagement to an end on reasonable written notice. Reasonable, here, is read against the nature and stage of the work — a shorter engagement may be ended on shorter notice than a longer one. On termination, fees for work completed up to the date of termination remain payable; fees paid for work not yet delivered, where the termination is not due to a fault of the Client, are refunded.
The provisions of these terms that by their nature are intended to survive termination — confidentiality, intellectual property, limitation of liability — continue to apply after the engagement ends.
Dispute resolution
The Agreement is governed by Swiss law. If a disagreement arises, the parties commit to first discuss it in good faith, in a meeting requested in writing by either side, with the aim of finding a workable solution within thirty days.
If that conversation does not lead to a resolution, the matter may be referred to mediation under the Swiss Rules of Commercial Mediation. Failing mediation, the courts of the Canton of Zürich, Switzerland, have exclusive jurisdiction.
General provisions
Entire agreement
The engagement letter and these terms together form the whole of what has been agreed for a particular Service. Earlier discussions, drafts, and proposals are read in light of, and not in place of, the final written documents.
Severability
If a particular clause is found to be unenforceable, the rest of the Agreement continues to apply, and the parties replace the unenforceable clause with one that comes as close as possible to its original intent.
Waiver
A failure to insist on a particular right on one occasion is not a waiver of that right on later occasions.
Assignment
Neither party assigns its rights or obligations under the Agreement without the written consent of the other, except that Verdure Group may assign the Agreement as part of a reorganisation of its own affairs.
Notices
Formal notices are sent by email to the addresses given in the engagement letter, with a copy by post for matters of unusual seriousness.
Changes to these terms
From time to time, we may revise these terms — to reflect a change in our working practices, in Swiss law, or in the structure of an engagement. The current version is the one published on this page; the Effective Date at the top records when it took effect. For ongoing engagements, material changes are flagged to the Client in writing before they are applied.
Contact
For questions about these terms, or about an engagement letter:
- Email — [email protected]
- Post — Verdure Group, Limmatquai 70, 8001 Zürich, Switzerland
- Telephone — +41 44 728 36 49