Terms and conditions

1. Scope

These general terms govern all services provided by Banana Creation SA, CHE-207.866.792, with registered office at 12, Rue de la Cure, 1957 Ardon, Switzerland (“the Company”), to its clients.

They apply in the absence of a written agreement to the contrary. In the event of divergence, the terms of the specific contract signed between the parties prevail over these general terms.

2. Services

The Company provides business consulting, support with company formation and market entry, business-plan development, procurement and supply-chain management, deal origination, and accounting, financial and legal coordination.

The precise scope of the service, its timetable and its remuneration are set out in the offer or contract accepted by the client.

3. Regulated services

The Company does not provide services requiring authorisation. It does not carry out statutory audit, legal advice, or supervised financial services.

Where such a service is required, it is provided by a qualified independent third-party professional, with whom the client contracts directly or through the Company acting in a coordinating capacity. That professional’s liability remains their own.

4. Client obligations

The client provides the Company, in good time, with the information and documents required to perform the service, and warrants their accuracy.

The Company is not liable for the consequences of inaccurate, incomplete or late information provided to it.

5. Nature of the obligations

Save where otherwise agreed in writing, the Company’s services constitute an obligation of means and not of result.

In particular, the Company does not guarantee that a transaction will be concluded, that funding will be obtained, or that any specific commercial outcome will be achieved.

6. Remuneration and invoicing

Remuneration is agreed in writing before the service begins. It may be a fixed fee, hourly, or linked to completion of a transaction, as agreed.

Invoices are payable within the period they state. Failing any indication, they are payable thirty days from the date of issue.

Prices are exclusive of tax and of disbursements, which are recharged to the client against supporting documents.

7. Payment security

The Company’s bank details appear exclusively on its official invoices. They are never communicated or amended by ordinary email.

Payment must be made to the account designated on the official invoice. No verbal instruction, and no request from a third party, overrides those written terms.

The client verifies the bank details directly with the Company before any first transfer. Any message announcing a change of details must be reported immediately to the Company’s management.

8. Confidentiality

Each party undertakes to treat as confidential the non-public information it becomes aware of in the course of the relationship, and to disclose it to third parties only with the other party’s prior agreement or under a legal obligation.

This undertaking survives the end of the contractual relationship.

9. Conflicts of interest and transparency

In its origination and intermediation activities, the Company may be in contact with several parties to the same transaction.

The Company informs the client of its role and of the basis of its remuneration before the client enters into any commitment.

10. Intellectual property

Studies, business plans, analyses and documents produced by the Company remain its intellectual property until the agreed price has been paid in full.

The client then acquires a right to use them for its own purposes, excluding any assignment or distribution to third parties without written authorisation.

11. Liability

The Company is liable in cases of gross negligence or wilful misconduct. Liability is excluded for indirect damage, in particular loss of profit, business interruption and reputational harm.

To the extent permitted by applicable law, the Company’s total liability is limited to the amount of fees actually received for the service concerned.

12. Duration and termination

The relationship ends on completion of the service or as otherwise agreed. Either party may terminate it in writing, subject to work already undertaken, which remains payable.

13. Data protection

Personal data provided to the Company is processed in accordance with Swiss data protection law, solely for the purpose of performing the relationship.

The client has a right of access, rectification and erasure, exercisable by writing to the Company’s email address.

14. Governing law and jurisdiction

These terms are governed by Swiss law, excluding its conflict-of-law rules and the Vienna Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction is Ardon, Valais, Switzerland, subject to any mandatory legal provisions to the contrary.

15. Amendment

The Company may amend these terms. The applicable version is the one in force on the day the contract is concluded.