Terms & Conditions

Effective Date: January 2026

These Terms and Conditions (“Terms”) govern your use of the graymatter.ch website (“Website”) and any consulting services provided by Gray Matter GmbH (“we”, “our”, or “us”). By accessing our Website or engaging our services, you agree to these Terms.

1. Company Information

Gray Matter GmbH Ufem Feld 21 3303 Münchringen Switzerland

CHE-196.715.968 MWST

2. Services

Gray Matter GmbH provides cybersecurity consulting services, including but not limited to:

• Zero Trust architecture assessment and design
• Security posture evaluation
• Implementation guidance and vendor selection
• Security transformation advisory
• Board-level security presentations

All services are provided subject to individual engagement agreements.

3. Engagement Terms

3.1 Scope of Work

Each consulting engagement will be defined in a separate Statement of Work (SOW) or engagement letter that specifies:

• Deliverables
• Timeline
• Fees and payment terms
• Specific terms applicable to that engagement

3.2 Payment Terms

Unless otherwise agreed in writing:

• Hourly Billing: Services are invoiced on a time-and-materials basis at the agreed hourly rate. Rates are quoted in Swiss Francs (CHF) and are exclusive of Value Added Tax (VAT/MWST), which shall be stated as a separate line item on the invoice at the applicable rate. The hourly rate shall be confirmed in the Statement of Work (SOW) or engagement letter prior to engagement commencement.

• Monthly Invoicing: Invoices are issued at the end of each calendar month for all hours worked during that month. Each invoice shall include a detailed time record specifying dates, hours, and a description of activities performed. Time records are deemed accepted unless contested in writing within ten (10) calendar days of receipt of the invoice.

• Payment Due Date: Invoices are payable within 30 days of the invoice date, net and without deduction.

• Default Interest: Upon expiry of the payment period, the Client is automatically in default without the need for a prior reminder. Late payments shall incur default interest at the statutory rate of 5% per annum until payment is received in full.

• Suspension of Services: Gray Matter GmbH reserves the right to suspend services if invoices remain unpaid for more than 15 days past the due date and following a written notification to the Client, without prejudice to any other rights or remedies.

3.3 Expenses

Travel and other pre-approved expenses are billed separately at cost.

4. Intellectual Property

4.1 Pre-Existing IP

Each party retains ownership of their pre-existing intellectual property.

4.2 Deliverables

Upon full payment, you receive a non-exclusive, perpetual license to use deliverables created specifically for your engagement. We retain the right to use general methodologies, frameworks, and know-how developed during the engagement.

4.3 Website Content

All content on this Website, including text, graphics, and logos, is the property of Gray Matter GmbH and protected by Swiss copyright law.

5. Confidentiality

We treat all client information as confidential. We will not disclose your confidential information to third parties without your consent, except as required by law.

You agree to keep our methodologies, pricing, and proprietary frameworks confidential.

6. Warranties and Disclaimers

6.1 Professional Standards

We will perform services with reasonable skill and care consistent with industry standards.

6.2 No Guarantee

Cybersecurity is an evolving field. While we provide expert guidance, we cannot guarantee that our recommendations will prevent all security incidents. Security depends on proper implementation and ongoing vigilance.

6.3 Website

This Website is provided “as is” without warranties of any kind. We do not guarantee uninterrupted access or error-free content.

6.4 Professional Liability Insurance

Gray Matter GmbH maintains professional liability (errors and omissions) insurance appropriate for the services provided. Details available upon request.

7. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claims arising from an engagement shall not exceed the fees paid for that specific engagement
• We shall not be liable for indirect, incidental, consequential, or punitive damages
• We shall not be liable for losses resulting from your failure to implement our recommendations

These limitations do not apply to damages caused by unlawful intent or gross negligence (Art. 100 OR), or for bodily injury.

8. Termination

Either party may terminate the engagement at any time in accordance with Art. 404 OR. Upon termination:

• Fees for work completed up to the termination date are payable
• We deliver all completed work product
• If termination occurs at an inopportune time (Unzeit), the terminating party shall compensate the other party for resulting damages (Art. 404 para. 2 OR)
• Confidentiality obligations survive termination

9. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: natural disasters, acts of government, cyber attacks on third-party infrastructure, pandemic or epidemic, civil unrest, or failure of third-party services essential to the engagement. The affected party shall promptly notify the other party of such circumstances and shall use reasonable efforts to mitigate their impact.

10. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws including GDPR and the Swiss Federal Act on Data Protection (nFADP).

11. Governing Law and Jurisdiction

These Terms are governed by Swiss law.

Any disputes shall be subject to the exclusive jurisdiction of the courts of Canton Bern, Switzerland.

12. Dispute Resolution

Before initiating legal proceedings, both parties agree to attempt resolution through good-faith negotiation. If unresolved within 30 days, either party may proceed with legal action.

13. Modifications

We may update these Terms at any time. Changes become effective upon posting to this Website. Continued use of the Website after changes constitutes acceptance.

14. Severability

If any provision of these Terms is found invalid, the remaining provisions continue in full force.

15. Entire Agreement

These Terms, together with any engagement-specific agreements, constitute the entire agreement between you and Gray Matter GmbH.

16. Contact

For questions about these Terms:

Gray Matter GmbH Email: hello@graymatter.ch Phone: +41 31 536 12 77