Masters Sales — Terms and Conditions

Version: 1.3 Effective date: 3 August 2026 Primary language: English Provider: Masters Sales — Mathieu Bloch Legal form: Sole proprietorship, currently not registered in the Swiss Commercial Register Address: Guyer-Zeller-Strasse 17, 8620 Wetzikon (ZH), Switzerland Email: masterssales.en@gmail.com Telephone: +41 79 282 39 09 Swiss UID: Not yet assigned

1. Scope and acceptance

These Terms and Conditions (“Terms”) govern access to and use of the services provided under the Masters Sales name, including, where applicable:

the Masters Sales Club;
Power Hours, Deal Pods, Hot Seats and Method Rooms;
sales coaching, consulting, advisory and execution-support services;
individual reviews, workshops, negotiation preparation and related professional services;
digital tools, platforms, content and resources made available by Masters Sales;
access to RMK6 when included in an offer; and
any related current or future professional service expressly made subject to these Terms.

The Services are intended exclusively for businesses, entrepreneurs, founders, self-employed professionals, employees acting in a professional capacity and other professional users. They are not intended for consumers acting for private, household or non-professional purposes.

By accepting a proposal by email, signing an order form, selecting an acceptance checkbox, creating an account where acceptance is required, subscribing through an authorised third-party payment or subscription provider, or otherwise expressly agreeing in writing, the Client accepts these Terms.

A person accepting these Terms on behalf of a company or organisation represents that they have authority to bind that entity.

If the Client or User does not agree to these Terms, they must not subscribe to, access or use the Services.

2. Contract documents and order of precedence

The contractual relationship may include:

a specific proposal, order form, written confirmation or individual agreement;
these Terms;
the Masters Sales Club Charter, where the Club is used;
the RMK6 Terms of Use and RMK6 Privacy Policy, where RMK6 is used; and
any annex, data processing agreement or other written document expressly accepted by the parties.

If these documents conflict, the following order applies unless expressly agreed otherwise:

the specific proposal, order form or individual written agreement;
any specific annex or data processing agreement;
these Terms;
the Masters Sales Club Charter;
the RMK6 Terms of Use for matters specifically concerning RMK6.

The applicable price, service scope, number of seats, start date, service cadence, trial period, billing arrangements and any special conditions are stated in the applicable proposal, order form or written agreement. Prices are not required to be displayed publicly on the Masters Sales website.

3. Nature of the Services

Masters Sales provides professional sales execution support, advisory services, structured working environments, methods, tools, facilitation, group sessions, individual sessions, digital resources and, where applicable, software access.

The Services are designed to help Clients and Users improve sales execution, analyse opportunities, identify possible actions, develop skills and maintain commercial activity.

Unless a separate written agreement expressly states otherwise:

Masters Sales does not act as an employee, officer, director, broker, commercial agent, legal representative, fiduciary or authorised signatory of the Client;
Masters Sales has no authority to bind the Client or make commitments on the Client’s behalf;
Masters Sales does not sell, negotiate, communicate or contract in the Client’s name;
Masters Sales does not replace the Client’s internal management, legal, compliance, financial, tax, human-resources or decision-making functions; and
the Client and User remain solely responsible for all commercial decisions and actions.

4. Advisory character and sole decision responsibility

All guidance, recommendations, observations, suggestions, scripts, messages, proposed next actions, role plays, analyses, deal reviews, Hot Seats, Deal Pods, negotiation-preparation input, AI-generated outputs and other contributions provided through the Services are advisory and informational only.

They are normally based on information selected, summarised or supplied by the Client or User and may be provided within limited time, without access to the Client’s full records, internal discussions, contractual documents, technical constraints, financial position, legal obligations, market information or other relevant facts.

Accordingly:

the Client and User must independently assess whether any proposed action is appropriate;
the Client and User must verify all material facts before acting;
the Client and User retain full authority and responsibility to accept, reject, modify, postpone or discontinue any recommendation;
no recommendation must be treated as an instruction, guarantee, representation of fact or substitute for professional advice in a regulated field;
the Client remains responsible for obtaining legal, tax, financial, regulatory, employment, data-protection, compliance or other specialist advice where needed; and
the Client is solely responsible for communications, offers, pricing, commitments, negotiations, contractual positions, representations and decisions made towards prospects, customers, employees or third parties.

A decision by the Client or User to act, or not to act, following a discussion or recommendation remains the Client’s or User’s own decision.

5. Special acknowledgement for Deal Pods, Hot Seats and deal advice

Deal Pods and Hot Seats are deliberately short, practical and action-oriented formats. They are not comprehensive audits of an opportunity, account, negotiation, contract, legal position, financial exposure or business strategy.

The Client and User acknowledge that recommendations made during these formats may be based on incomplete, simplified, inaccurate or one-sided information and may not account for facts unknown to Masters Sales or other participants.

To the maximum extent permitted by law, neither Masters Sales nor Mathieu Bloch is responsible for:

the commercial, contractual, financial, legal, operational, employment, reputational or strategic consequences of following, modifying, delaying or rejecting a recommendation;
loss of a prospect, customer, order, contract, renewal, margin, negotiation position or business opportunity;
a reduction in expected revenue, profit, pipeline value, valuation or customer relationship;
communications, claims, promises, prices, discounts, deadlines or contractual positions adopted by the Client;
acts or omissions of the Client, User, their employer, colleagues, agents, prospects, customers or other third parties; or
decisions taken during or after a Deal Pod, Hot Seat, coaching session, review or other advisory interaction.

Nothing in this section excludes liability that cannot lawfully be excluded, including liability for unlawful intent or gross negligence where advance exclusion is prohibited by mandatory Swiss law.

6. No guarantee of commercial results

Masters Sales undertakes to provide the agreed professional framework, Services and reasonable efforts described in the applicable contract.

Commercial results depend on many factors outside Masters Sales’ control, including the Client’s offer, pricing, market, positioning, reputation, sales cycle, competition, lead quality, resources, decision-making, participation, execution, internal processes and ability to convert opportunities.

Masters Sales does not guarantee:

any minimum number of leads, calls, meetings, discovery calls, proposals or opportunities;
any reply, appointment, customer response or conversion rate;
any pipeline amount, sales volume, margin, revenue or profit;
any order, renewal, contract, signature or customer retention;
any specific improvement in performance; or
any particular commercial, financial or operational outcome.

Past outcomes, examples, case studies, estimates, scores, scenarios or forecasts do not guarantee future performance.

7. Masters Sales Club

The Masters Sales Club is a professional sales-execution environment. Its purpose is to support real commercial activity rather than passive content consumption.

Depending on the applicable offer, the Club may include group execution sessions, Deal Pods, Hot Seats, Method Rooms, learning modules, challenges, reports, scores, digital tools and related spaces.

Exact inclusions, minimum cadences, schedules, seats and service levels are defined in the specific proposal or written agreement.

Group session times, themes, formats, facilitators, tools and operating arrangements may be adapted to the needs and development of the Club, provided the substance of the contracted Service is not materially removed.

A missed group session does not entitle the Client or User to an individual replacement session, credit or refund unless Masters Sales agrees otherwise in writing.

8. Club Charter

Access to and participation in the Masters Sales Club are subject to the Masters Sales Club Charter, which forms an integral part of the contractual relationship.

The Client is responsible for ensuring that each registered User or member has access to, understands and accepts the Charter before participating.

Masters Sales may take reasonable measures to preserve the confidentiality, safety, professionalism and effectiveness of the Club, including warnings, access restrictions, suspension or exclusion.

9. Client and User obligations

The Client and each User must:

provide accurate, relevant and sufficiently complete information;
participate honestly, actively and professionally;
prepare appropriately for sessions and agreed actions;
comply with applicable schedules, formats, platform rules and instructions;
respect the Charter and other members;
protect confidential information;
use the Services, tools and content only for lawful professional purposes;
independently assess advice and verify important information;
comply with all laws applicable to their sales, marketing, data, communications and business activities;
secure their accounts, credentials, devices and connected services;
promptly report suspected unauthorised access, misuse or security issues; and
notify Masters Sales of any issue that materially prevents participation or lawful use.

The Client is responsible for the acts and omissions of its Users, employees, representatives and authorised account holders.

10. Company-paid seats and personal member space

Where a company pays for a seat used by an employee or other individual:

the company is the Client;
the individual is the User or member;
the seat is personal to the registered User and may not be transferred or replaced without a new written agreement;
the Client must ensure that the User accepts the applicable Terms and Charter;
personal questions, private notes, detailed Hot Seat content, individual development discussions and personal activation reports are not provided to the employer unless the User has expressly agreed or a specific written reporting arrangement applies; and
aggregated, non-identifying information or information voluntarily shared by the User may be provided where agreed.

Nothing prevents Masters Sales from disclosing information where required by law, necessary to address serious misconduct, security risks or threats, or necessary to protect the rights and safety of Masters Sales or other participants.

11. Confidentiality

Each party must protect the other party’s non-public information using at least reasonable care and use it only for the purposes of the contractual relationship.

Confidential information includes, without limitation:

sales situations, leads, prospects and customer information;
opportunity values, pricing, margins and commercial conditions;
strategy, negotiation positions and internal decisions;
notes, reports, Hot Seats, Deal Pods and private questions;
documents, methods, prompts, scripts, templates and non-public resources;
technical, product and business information; and
information that a reasonable business person would understand to be confidential.

Confidentiality obligations continue for five years after the end of the contractual relationship. Trade secrets remain protected for as long as they remain trade secrets under applicable law.

Confidentiality does not apply to information that the receiving party can demonstrate:

is or becomes public without breach;
was lawfully known without restriction;
was independently developed without use of the confidential information;
was lawfully received from a third party; or
must be disclosed by law or competent authority, provided lawful advance notice is given where possible.

12. No unauthorised recording, transcription or extraction

Confidentiality is an essential condition of participation in the Masters Sales Club.

Without the prior explicit written authorisation of Masters Sales and the explicit agreement of every affected person, Users must not:

record audio or video;
photograph or take screenshots;
use transcription, meeting-assistant, artificial-intelligence or note-taking bots;
activate automatic captions where those captions are stored, exported or processed by a third party;
automatically capture, analyse or reproduce session content;
share session links, access credentials or recordings;
publish or distribute extracts;
scrape, extract or compile member details; or
reproduce confidential discussions.

Masters Sales does not record or automatically transcribe Deal Pods, Hot Seats, Power Hours or other confidential Club sessions by default.

Commercial actions may be logged in approved tools, and authorised manual notes may be prepared for the agreed Service, but confidential information relating to other members must not be copied or distributed.

Any unauthorised recording, transcription, capture, extraction or disclosure constitutes a material and serious breach. Masters Sales may immediately remove the User from the session, suspend access, exclude the User and terminate the affected Service without refund for the current period, to the maximum extent permitted by law.

The Client and User are responsible for deleting all unauthorised copies and for taking immediate reasonable steps to contain the breach. They must promptly notify Masters Sales and affected persons where appropriate.

To the maximum extent permitted by law, the Client agrees to indemnify and hold harmless Masters Sales, Mathieu Bloch and affected members from third-party claims, losses, liabilities, penalties, investigation costs and reasonable legal expenses arising from or relating to an unauthorised recording, transcription, capture, extraction, disclosure or distribution caused by the Client, User or any person given access by them.

13. Conduct and non-solicitation inside the Club

Users must behave professionally, directly, respectfully and in an action-oriented manner.

Unsolicited or disruptive commercial exploitation of the Club is prohibited, including:

mass messaging other members;
extracting member contact details;
aggressive solicitation;
selling services to members without a reasonable invitation or consent;
harassment, intimidation, humiliation or personal attacks;
unauthorised recruitment or systematic poaching; and
conduct that damages trust, safety or the effective operation of the Club.

Natural professional relationships, referrals and collaborations between consenting members are not prohibited.

14. Client data and lawful processing

The Client retains its rights in data, documents and content it provides, uploads, enters, imports, connects or otherwise makes available through the Services (“Client Data”).

The Client grants Masters Sales a limited right to host, access, process, transmit, display, analyse and use Client Data only as reasonably necessary to:

provide and administer the Services;
generate agreed analyses, summaries, recommendations, reports and outputs;
maintain security and prevent misuse;
troubleshoot, support, maintain and improve the Services; and
comply with legal obligations.

The Client represents and warrants that it has all rights, permissions, notices, authorisations and legal bases required to provide and process Client Data.

The Client remains solely responsible for complying with applicable laws governing its prospects, customers, employees, communications, direct marketing, cold calling, email outreach, confidentiality, professional secrecy and data protection.

15. Restricted and unnecessary data

Users must not enter, upload or disclose personal data that is sensitive, specially protected, excessive or unnecessary for the purpose of the Services.

In particular, Users should not provide, unless expressly agreed and legally justified:

health, disability or medical information;
information about racial or ethnic origin;
religious, philosophical, political or trade-union views or activities;
information concerning a person’s intimate sphere or sexual life;
genetic or uniquely identifying biometric data;
data relating to criminal or administrative proceedings or sanctions;
information relating to social assistance measures;
identity documents, payment-card details, passwords or authentication secrets;
personal data of children; or
data protected by professional secrecy or another legal duty where disclosure is not authorised.

The Client must minimise personal data and provide only information genuinely useful and lawful for the professional purpose concerned.

Commercially confidential data that is not legally classified as sensitive personal data, such as margins, prices, forecasts, customer lists and negotiation positions, must still be handled with appropriate confidentiality.

16. RMK6

Where RMK6 is included or made available, RMK6 is governed by its separate Terms of Use and Privacy Policy in addition to the applicable Masters Sales documents.

RMK6 is a sales productivity and decision-support tool. It is not a complete or guaranteed CRM, permanent archive, legal record system or substitute for professional judgement.

The Client remains responsible for maintaining its own records and backups of critical business information.

Unless otherwise agreed in writing:

access may depend on technical availability and the current product configuration;
features may be modified, improved, restricted or discontinued;
RMK6 may interact with third-party infrastructure or AI providers;
the Client is responsible for securing account access and connected services; and
important information and outputs must be reviewed before use.

In the event of conflict concerning RMK6-specific functionality, data processing or technical use, the RMK6 Terms of Use and Privacy Policy apply to that specific matter.

17. Artificial intelligence and automated outputs

The Services may use artificial intelligence or automated processing to:

analyse leads, opportunities, messages, notes or user responses;
generate summaries, classifications, scores, cues, recommendations and suggested next actions;
propose or review scripts, emails, follow-ups or other sales communications;
prepare reports and pipeline observations;
operate interactive sales simulations, role plays or games; and
analyse a User’s answers, choices or performance within those experiences.

AI-generated or automated outputs may be inaccurate, incomplete, outdated, irrelevant, misleading, biased or based on incomplete data.

The Client and User must review and verify all important outputs before relying on or acting on them. Such outputs must not be the sole basis for decisions producing significant legal, contractual, employment, financial or similarly important effects.

Unless expressly agreed and lawfully implemented, Masters Sales does not use the Services to make fully automated decisions that produce legal or similarly significant effects concerning individuals.

18. Anonymised learning and service improvement

Masters Sales may use feedback, general observations, patterns, lessons and fully anonymised examples arising from the Services to improve its methods, content, tools, training, simulations and operations.

Any reuse must avoid identifying the Client, User, prospect, customer or specific confidential business situation.

Masters Sales may use a non-anonymised case, name, logo, quotation, recording or testimonial only with appropriate permission.

19. Intellectual property

Masters Sales and its licensors retain all rights, title and interest in the Services and related intellectual property, including:

brands, trade names and logos;
methods, concepts, frameworks and know-how;
software, workflows and interfaces;
prompts, scripts, templates and exercises;
training modules, documents and reports;
challenges, scoring systems and simulations;
recordings and content produced by Masters Sales; and
improvements and derivative materials.

Subject to payment and compliance with the contract, the Client receives a limited, non-exclusive, non-transferable and revocable right to use the provided content internally for its own professional activity.

The Client and User must not, without prior written consent:

publish, sell, sublicense or distribute Masters Sales content;
reproduce substantial parts outside permitted internal use;
use it to provide a competing training, club, consulting or software service;
remove ownership notices;
reverse engineer or attempt to extract protected software or workflows; or
use the Services or content to train, benchmark or build a competing product.

The Client retains ownership of its pre-existing materials and Client Data.

20. Fees, invoices, taxes and payment

Applicable fees, billing periods, currency, taxes and payment arrangements are specified in the relevant proposal, order form, invoice, subscription page or written agreement.

Unless otherwise stated:

invoices are payable upon receipt;
fees are exclusive of Swiss VAT or other taxes, if applicable;
the Client is responsible for bank, payment-provider, currency-conversion and collection costs;
fees for an active billing period are non-refundable and are not reduced pro rata;
the Client may not withhold or offset amounts unless required by mandatory law or agreed in writing;
reasonable collection costs may be charged to the Client; and
late amounts may bear default interest at the applicable legal rate or any valid rate specified in the relevant invoice or agreement.

Masters Sales may suspend access while amounts remain overdue.

Use of Stripe or another payment provider is also subject to that provider’s applicable terms and data practices.

21. Monthly subscriptions and termination by the Client

Where a Service is provided as a monthly subscription:

the subscription runs in rolling monthly periods from the start date;
the renewal date is the monthly anniversary of the start date;
where the anniversary date does not exist in a month, renewal occurs on the last day of that month;
the Client may terminate at any time by written notice, including email;
termination takes effect at the end of the current paid monthly period unless otherwise agreed; and
no pro-rata refund is due for a period already started.

Termination does not affect payment obligations or provisions intended to survive termination.

22. Trial periods

A trial period applies only where expressly stated in the relevant proposal, subscription flow or written agreement.

Unless that specific agreement states otherwise:

the Client may request cancellation no later than two business days before the renewal date;
if valid cancellation is received within that period, the trial is not invoiced and no paid subscription begins;
participation must be active, honest and in good faith;
the User must attend the onboarding or kick-off, participate reasonably, provide necessary information, execute agreed actions in good faith and comply with the Charter; and
Masters Sales may refuse a satisfaction or non-invoicing guarantee in cases of manifest non-participation, abuse, bad faith or breach of the Charter.

Where no trial is expressly offered, no trial right applies.

23. Suspension, exclusion and termination by Masters Sales

Masters Sales may suspend, restrict or terminate access where the Client or User:

fails to pay;
breaches the contract, these Terms, the Charter or RMK6 rules;
violates confidentiality;
misuses content, tools, access or member information;
behaves unlawfully, abusively, disrespectfully or disruptively;
creates a security, legal, operational or reputational risk;
repeatedly fails to participate where participation is essential to the Service;
infringes intellectual-property or third-party rights;
provides unlawful or unauthorised data; or
threatens the integrity or safety of the Services or other participants.

Suspension or termination may be immediate in serious cases.

Where access is terminated for serious breach, no refund is due for the current billing period to the maximum extent permitted by law.

Masters Sales may also discontinue a Service for legitimate operational, product, legal or commercial reasons, subject to any specific contractual commitment and reasonable handling of prepaid periods.

24. Availability, scheduling and service changes

The Services are provided on a reasonable-efforts basis.

Masters Sales may reschedule, postpone, interrupt or cancel a session because of illness, accident, technical failure, security concerns, force majeure, insufficient operational availability or another reasonable necessity.

Where practicable, Masters Sales will seek to provide a reasonable alternative.

Masters Sales may adapt the organisation, schedule, format, themes, facilitators, methods, content, tools, platforms and reporting arrangements to improve or operate the Services.

Such adaptations must not remove the essential substance of a specifically contracted Service without giving the Client an appropriate right to terminate or another reasonable remedy.

No guarantee is made that the Services or digital tools will be uninterrupted, error-free, fully secure, permanently available or compatible with every device, browser, operating system or third-party platform.

25. Third-party services

The Services may rely on third-party providers, including hosting, email, authentication, videoconferencing, analytics, communications, payment and artificial-intelligence providers.

Masters Sales does not control third-party services and is not responsible for their independent availability, security, performance, errors, pricing, policy changes or data practices.

The Client and User are responsible for complying with applicable third-party terms.

26. Data access after termination

After termination, Masters Sales may restrict access to the Services and Client Data.

Subject to technical availability, applicable law, security, outstanding payments and any separate agreement, the Client may request a reasonable export or retrieval of available Client Data within 30 days after termination.

After that period, data may be deleted, anonymised or rendered inaccessible in accordance with the applicable Privacy Policy, legal obligations and backup cycles.

The Client remains responsible for keeping its own copies and backups of critical business information.

27. Disclaimer of warranties

To the maximum extent permitted by law, the Services are provided “as is” and “as available”.

Masters Sales disclaims all warranties not expressly stated in a signed or specifically accepted agreement, including implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, availability, compatibility, non-infringement and achievement of results.

No oral statement, marketing content, presentation, website statement or informal communication creates a warranty unless expressly incorporated into a written agreement.

28. Limitation of liability

To the maximum extent permitted by applicable law, Masters Sales and Mathieu Bloch are not liable for indirect, incidental, special, consequential, punitive or similar losses.

Excluded losses include, without limitation:

loss of revenue, profit, margin, sales or expected savings;
loss of customer, prospect, contract, renewal or opportunity;
loss of goodwill, reputation, negotiation position or business value;
business interruption;
loss, corruption or unavailability of data;
costs of replacement services;
decisions, acts or omissions of the Client or User;
outcomes resulting from advice, recommendations, AI outputs, Deal Pods, Hot Seats or other discussions;
third-party claims arising from the Client’s communications, data, sales or marketing activities; and
failures or changes of third-party services.

To the maximum extent permitted by law, the total aggregate liability of Masters Sales and Mathieu Bloch arising out of or relating to the Services, contract, advice or any related event is limited to the amounts actually paid by the Client to Masters Sales during the three months immediately preceding the event giving rise to the claim.

Where the relevant Service was provided free of charge, total aggregate liability is limited to CHF 100.

These limitations apply regardless of the legal basis of the claim, including contract, tort, negligence, reliance, restitution or otherwise.

Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by mandatory law, including unlawful intent or gross negligence where advance exclusion is void under Swiss law.

29. Indemnification

To the maximum extent permitted by law, the Client agrees to defend, indemnify and hold harmless Masters Sales and Mathieu Bloch from third-party claims, losses, liabilities, penalties, costs and reasonable legal expenses arising from or relating to:

the Client’s or User’s breach of the contract;
unlawful use of the Services;
Client Data;
sales, marketing, prospecting or communication activities;
messages, offers, pricing, promises or contractual positions used by the Client;
infringement of privacy, data-protection, confidentiality, telecommunications, intellectual-property or other rights;
unauthorised recording, transcription, capture, extraction or disclosure of a session or another person’s information;
failure to obtain required permissions, notices or legal bases;
conduct towards prospects, customers, employees or other third parties; or
implementation of a decision made by the Client or User.

This clause does not require indemnification for liability caused solely by Masters Sales’ unlawful intent or gross negligence where such allocation is not permitted by law.

30. Force majeure

Neither party is liable for delay or failure caused by circumstances outside its reasonable control, including illness, accident, natural disaster, war, civil disturbance, government action, labour disruption, major telecommunications or infrastructure failure, cyberincident, platform outage, power failure or other comparable event.

The affected party must take reasonable steps to reduce the impact where practicable.

31. Changes to the Services, Charter and Terms

Masters Sales may update the Services, Charter and these Terms to reflect product development, operational needs, new tools, legal requirements, security needs, business development or improvements.

The current version will be made available on the relevant website, platform or subscription interface and will display its effective date.

Masters Sales may implement without individual prior notice:

corrections, clarifications and formatting changes;
non-material changes that do not significantly reduce the Client’s contractual rights;
urgent changes required for law, security, abuse prevention, technical integrity or continuity; and
improvements that do not create a material adverse effect.

For material changes that significantly reduce existing contractual rights, materially increase obligations or alter the essential nature of a paid ongoing Service, Masters Sales will provide reasonable notice by email, platform notice or another appropriate written method, unless immediate implementation is legally or operationally necessary.

Continued use of the Services after the effective date of an updated version constitutes acceptance of the updated Terms. Where appropriate, Masters Sales may require active renewed acceptance.

A Client who does not accept a material change must stop using the affected Service and may terminate before the change takes effect. Unless otherwise required by law or stated in the notice, termination takes effect no later than the end of the current monthly period.

Changes do not retroactively alter fully completed service periods.

Changes to recurring subscription fees will be communicated at least 30 days before applying to a future renewal period, unless the Client expressly agrees otherwise.

32. Assignment, relocation and business succession

The Client gives its advance consent, to the extent permitted by applicable law, to the transfer, assignment or contractual succession of this Agreement, in whole or in part, by Masters Sales to a successor entity that continues, acquires or operates all or a material part of the Masters Sales business.

Such a transfer may occur in connection with:

incorporation or a change of legal form;
the creation of a limited-liability company or other legal entity;
a relocation or redomiciliation;
a transfer from Switzerland to another country;
a reorganisation, merger or restructuring;
a sale or transfer of the business, assets, brand, platform or relevant Service; or
another legitimate continuation of the Masters Sales activity.

The successor entity may be established in Switzerland or in another country.

A transfer becomes effective after Masters Sales gives the Client written notice identifying the successor entity, its contact details and the effective transfer date.

As a condition of the transfer, the successor entity must assume and remain bound by all contractual obligations applicable to the transferred Services, including, where relevant:

delivery of the contracted Services;
confidentiality obligations;
data-protection and security obligations;
intellectual-property and permitted-use commitments;
reporting, data-access and data-export obligations;
valid prepaid service commitments, credits or refund obligations;
applicable limitations and allocations of responsibility; and
obligations that are expressly intended to survive termination or transfer.

The transfer must not, solely because of the change of provider, materially reduce the Client’s existing contractual rights or the essential substance of the contracted Services.

Unless the Client expressly agrees otherwise in writing, the transfer to an entity located outside Switzerland does not by itself change:

the governing law applicable to the existing Agreement;
the agreed jurisdiction for disputes;
the confidentiality period;
the Client’s ownership of Client Data; or
the Client’s rights concerning access to and retrieval of available Client Data.

Mathieu Bloch / Masters Sales remains responsible for obligations, breaches and liabilities arising before the effective transfer date, except to the extent that the successor lawfully assumes them and the applicable law permits the corresponding release. The successor is responsible for performance and events arising on or after the effective transfer date.

If a proposed transfer would materially reduce the Client’s existing rights or create a material adverse effect that cannot reasonably be remedied, the Client may terminate the affected recurring Service by written notice before the transfer takes effect. No termination right arises from a purely administrative change of address, legal form or country where the Client’s contractual rights and the essential Service remain materially unchanged.

The Client may not assign, transfer or sublicense its rights or obligations under the Agreement without the prior written consent of Masters Sales.

33. Severability and no waiver

If a provision is invalid, unlawful or unenforceable, it will be interpreted or reduced to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

Failure or delay in enforcing a right does not waive that right.

34. Entire agreement

The applicable contract documents constitute the entire agreement concerning the relevant Services and replace prior discussions or statements on the same subject, except in cases of fraud or where mandatory law provides otherwise.

Changes specifically agreed for an individual Client must be recorded in writing.

35. Governing law and jurisdiction

These Terms and the contractual relationship are governed by the substantive laws of Switzerland, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods where applicable.

The parties will first attempt in good faith to resolve disputes amicably.

Subject to mandatory jurisdiction rules, the courts of the Canton of Zurich, Switzerland, have exclusive jurisdiction over disputes arising out of or relating to the Services, these Terms or the contractual relationship.

36. Languages

These Terms may be published in English, French and German.

The English version is the governing version. Translations are provided for convenience. In the event of inconsistency, the English version prevails, subject to mandatory law.

37. Contact

Questions, notices and termination requests may be sent to:

Masters Sales — Mathieu Bloch Guyer-Zeller-Strasse 17, 8620 Wetzikon (ZH), Switzerland Email: masterssales.en@gmail.com Telephone: +41 79 282 39 09