Terms & Conditions

1. Scope of Application

These General Terms and Conditions ("GTC") govern the contractual relationship between Osy Solutions GmbH, Furttalstrasse 61, 8046 Zurich ("Osy") and the respective client in the context of providing services in the areas of consulting services, nearshoring, outsourcing, business process outsourcing (BPO), and AI-driven automation.

An individually concluded contract takes precedence over a framework agreement; a framework agreement, in turn, takes precedence over these GTC. Supplementary or conflicting GTC of the client are expressly excluded unless Osy explicitly agrees to their validity in writing.

2. Subject of the Contract

The service provider offers the client services in four main areas:

a) Nearshoring with dedicated employees: Recruitment, hiring, and provision of specialists in the deployment countries of Osy (North Macedonia, Kosovo, Bosnia, and other countries where Osy operates). The employees work exclusively for the client in the agreed areas of responsibility.

b) Consulting services in the area of Business Process: Analysis, optimization, and advice on business processes, particularly regarding efficiency enhancement, scaling, and potential automation.

c) Outsourcing of complete processes: Taking over and independently executing defined business processes by Osy (e.g., back office, customer service, data management).

d) AI-supported automations: Design, implementation, and support of automation solutions based on modern AI tools.

The client can combine one or more of these service areas. The scope of the services and their exact design will be documented in a separate offer; a separate contract is not necessarily required, provided that the offer and terms and conditions serve as the basis.

The services can be provided both by specialists from Osy at the mentioned locations and by technical systems. The specific place of deployment or the technology used is determined by the agreement with the client.

The client acknowledges that, unless expressly agreed otherwise, these are support and outsourcing services; the responsibility for content and professional decisions remains with the client.

3. Conclusion of Contract

A contract between Osy and the client is established by:

a) the written acceptance of an offer from Osy, or
b) the explicit commissioning by the client (e.g., by letter, email, or electronic signature), or
c) the actual commencement of service provision by Osy with the knowledge and approval of the client.

A separate written contract is not mandatory, provided that the offer and these terms and conditions form the basis of the collaboration. Electronic communication means (email, electronic signature, digital platforms like DocuSign, etc.) are also considered legally binding.

4. Prices and Billing

The prices for the services or personnel commissioned are specified in the respective offer. All prices are in Swiss Francs (CHF) and are exclusive of value-added tax, unless explicitly stated otherwise.

For international clients, billing can also be done in Euros (EUR) or US Dollars (USD); the currency will be specified in the offer. All bank fees, transfer, or exchange rate charges related to payments from abroad are the responsibility of the client.

Billing occurs, unless otherwise agreed, monthly in advance based on the agreed scope of services. For consulting services from Osy Solutions GmbH, an hourly rate of CHF 220.- (excl. VAT) applies. The first consultation session (e.g., introductory or needs assessment meeting) is free of charge for the client, unless explicitly agreed otherwise.

5. Payment Terms

Invoices are due for payment within 10 days of receipt without deductions. In the event of late payment, Osy Solutions GmbH reserves the right to suspend the provision of all services and any activities related to those services until all outstanding amounts are fully settled.

After the payment deadline, the client will be reminded of the outstanding debt in writing or electronically at regular intervals. For reminders, the client may be charged for verifiable, actual costs incurred. Osy Solutions GmbH is entitled to assign outstanding claims to third parties. In this case, the client will be informed.

6. Service Delivery

Osy Solutions GmbH commits to providing services with due care and in accordance with recognized standards. Unless the client specifies particular requirements or systems, the services are delivered based on the standard infrastructure and procedures established by Osy.

Osy Solutions GmbH is dedicated to the careful and professional execution of the agreed-upon services. A specific outcome, especially an economic or technical success, is not guaranteed.

7. Responsibilities of the Client

The Client shall provide Osy in a timely manner with all information, documents, access credentials, systems, licenses, and work materials necessary for the performance of services. This particularly applies to AI-supported automations: the Client is responsible for providing the necessary data sources, interfaces, and access rights.

The Client ensures that all information and data provided by them are accurate, complete, and lawful. Osy is not liable for delays or errors resulting from incorrect or incomplete information provided by the Client. Delays due to late or incomplete provision of information or access release Osy from adhering to agreed deadlines.

The Client is responsible for the proper instruction and supervision of the contracted employees, unless expressly agreed otherwise.

8. Liability and Warranty

Osy Solutions GmbH is only liable for damages caused by intent or gross negligence. Liability for slight negligence, indirect damages, consequential damages, or lost profits is excluded.

In the case of AI-supported automations, Osy's liability is limited solely to the proper implementation of the agreed solution. Osy assumes no liability for the accuracy, completeness, or timeliness of results or recommendations generated by AI.

Osy's liability is limited to a maximum of 30% of the fees paid by the client in the three months preceding the occurrence of the damage event, but in no case shall it exceed CHF 50,000 per damage event.

The client must take appropriate precautions against data loss, particularly through regular, complete, and machine-readable data backups. Claims for damages by the client shall expire no later than two years after knowledge of the damage, and in any case after three years from the damaging event.

9. Data Protection and Confidentiality

Osy Solutions GmbH complies with the Swiss Data Protection Act (DSG) when handling personal data, as well as, where applicable, the EU General Data Protection Regulation (GDPR). Data processing is generally performed using recognized business cloud solutions in certified data centers located in Switzerland or the EU, which meet at least the current security and data protection standards (e.g., ISO 27001).

The client remains the data controller in the legal sense for all data provided to Osy or processed by Osy on their behalf. At the client's request, additional measures can be arranged, including dedicated virtual desktop environments or customized infrastructure. The associated costs will be borne by the client.

Osy is not liable for data protection violations resulting from incorrect, incomplete, or unlawful instructions from the client. Both parties agree to treat all information shared during the collaboration as strictly confidential.

10. Contract Duration and Termination

The contract is valid for an indefinite period unless otherwise agreed in the offer or individual contract. A minimum contract duration of three (3) months applies to all services unless a shorter or longer duration is expressly agreed upon. After the minimum contract duration has expired, either party may terminate the contract in writing with a notice period of 30 days to the end of the month.

The right to terminate without notice for good cause remains unaffected. If the client terminates before the minimum contract duration expires, Osy is entitled to charge the agreed remuneration for the entire minimum duration.

11. Force Majeure

Events of force majeure that significantly hinder or make the fulfillment of the contract impossible entitle both parties to adjust the contract or, if necessary, to terminate it extraordinarily. This includes natural disasters, epidemics/pandemics, war, terrorist attacks, governmental orders, labor disputes, significant infrastructure failures, as well as other events outside the control of Osy.

This explicitly applies to political or infrastructural disruptions in the deployment countries of Osy. Delays or failures in performance due to force majeure entitle Osy to extend agreed deadlines accordingly and to bill the services at the agreed rate without surcharges.

12. Non-Compete Clause

The personnel deployed by the service provider in the project may not be directly employed by the client or contracted as freelancers for up to 24 months after the completion of the contract execution. For each instance of violation, the client agrees to pay Osy a contractual penalty equal to twelve (12) months' compensation of the respective employee, but at least CHF 30,000.-.

13. Insurance

The employees of Osy Solutions GmbH are insured in their respective countries of employment according to the applicable legal regulations there. Osy assumes no liability for damages or claims that exceed the respective local social insurances. The statutory holidays of the respective country of assignment apply to the employees, unless otherwise explicitly agreed upon in the individual contract.

14. Reference Mention

Osy Solutions GmbH is entitled to mention the client as a reference on the Osy website, in presentations, or on social media. At the client's request, the mention can also be made anonymously. If the client informs Osy in writing or via email that they do not wish to be mentioned as a reference, Osy will respect this.

15. Final Provisions

Should any individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. Amendments or additions must be in writing. The place of performance and exclusive jurisdiction is Zurich, Switzerland. Swiss law applies.

These General Terms and Conditions are valid from September 10, 2025, and replace all previous versions.