General Business Terms & Conditions (GBTC)
Effective Date: 01 January 2025
Jurisdiction: Zurich, Switzerland

 

IMCI+ Group International GmbH
General Business Terms & Conditions (GBTC)
Effective Date: 01 January 2025
Jurisdiction: Zurich, Switzerland

 1. Scope and Applicability

These General Business Terms & Conditions ("GBTC") govern all business relationships, engagements, advisory mandates, communications, and commercial activities undertaken by IMCI+ Group International GmbH ("IMCI+"), a Swiss-registered limited liability company headquartered in Zurich (CHE-114.471.907), with any counterparty including but not limited to clients, alliance members, investors, introducers, service providers, and institutional partners (collectively referred to as the "Client" or "Party"). By engaging IMCI+ in any capacity—whether through oral agreement, written contract, exchange of communication, acceptance of a proposal or mandate—the Client irrevocably agrees to the applicability of these GBTC, which shall supersede any conflicting terms proposed by the Client unless explicitly accepted in writing by IMCI+. These GBTC apply globally to all IMCI+ activities and have the force of contract unless otherwise superseded by a duly executed Financial or Fundraising or Advisory Agreement (FSA) or Engagement Letter.

 2. Corporate Identity & Non-Licensed Activities

IMCI+ is a corporate finance advisory and structuring boutique operating under Swiss private law. It is not a bank, securities dealer, or licensed asset manager and does not offer deposit-taking, brokerage, custodial, or investment management services regulated by FINMA unless provided through duly licensed affiliates or partners. IMCI+ specializes in project finance, structured corporate finance, mezzanine solutions, financial instrument facilitation, and strategic advisory. Any representations made by third parties on behalf of IMCI+ must be validated in writing by an authorized officer listed in the Swiss Commercial Register.

 3. Service Relationship & Mandates

IMCI+ shall act as a strategic advisor, facilitator, introducer, or consultant, depending on the nature of the engagement. The exact scope, milestones, deliverables, and fees shall be governed by a written contract. No services shall be rendered or presumed unless accompanied by:

  • A signed Financial or Fundraising or Advisory Agreement (FSA), Engagement Letter, or Board Resolution
  • Full Client onboarding documentation (KYC, Corporate IDs, project data, funding need) 

IMCI+ reserves the right to decline or suspend services at any stage for any reason deemed material, including but not limited to client non-cooperation, reputational risk, legal non-compliance, or abusive behavior.

 4. Confidentiality, Intellectual Property & Non-Circumvention

All proprietary data, strategic documentation, financial models, transaction structures, investor lists, business plans, and methodologies provided by IMCI+ are protected by Swiss copyright law, trade secret protections, and relevant international IP frameworks. Clients are strictly prohibited from:

  • Sharing or reproducing IMCI+ materials without prior written consent
  • Circumventing IMCI+ in approaching investors, banks, or institutional partners introduced directly or indirectly
  • Using any IMCI+ materials to solicit or negotiate with third parties for derivative or competing purposes 

Violation of this clause shall result in legal enforcement, injunction, and potential liability for lost earnings, reputational damage, and future business disruption, with damages not less than EUR 5,000,000 per occurrence. Confidentiality obligations shall survive for 5 years post-termination, and NCNDA terms shall remain binding indefinitely.

5. Client Obligations & Transparency

Clients agree to:

  • Act in good faith and provide truthful, accurate, and complete information at all times
  • Deliver all required documents, permits, corporate resolutions, and audited financials within agreed timelines
  • Refrain from submitting fraudulent, misleading, or manipulated data or engaging in project laundering or fronting 

IMCI+ reserves the right to perform background verification, legal validation, credit scoring, and risk flagging through external providers. Any breach of client transparency will result in immediate contract nullification and potential reporting to regulatory or legal authorities.

6. Fees, Payment Terms & Compensation Structure

All fees, compensation, and success participation shall be clearly defined in the FSA or equivalent. Unless otherwise agreed in writing, fees may include:

  • Retainers (monthly or one-time)
  • Transaction success fees (percentage of capital secured)
  • Equity or profit participation rights
  • Third-party cost reimbursements (legal, rating, due diligence, etc.) 

Invoices are payable within 7 calendar days of issuance. Late payments will incur a penalty of 5% per month, plus legal recovery costs. No refund shall be granted once services have been initiated, unless proven gross negligence or breach of contract by IMCI+.

7. Third-Party Investments & Funding Sources

IMCI+ does not guarantee funding under any circumstances. All funding decisions rest solely with the third-party investor, fund, or institution. Clients accept that any financing proposal may be subject to:

  • Changes in market conditions
  • Legal compliance and KYC/AML checks
  • Investor internal policies
  • Risk appetite 

IMCI+ shall not be liable for delays, changes, or cancellations from external capital sources. Any Client contacting or bypassing capital providers introduced by IMCI+ without written authorization shall be liable for the full success fee and potential injunctive relief.

8. AML/KYC & Regulatory Compliance

IMCI+ is fully compliant with Swiss and international standards on Anti-Money Laundering (AML), Know-Your-Customer (KYC), FATF, Basel III, and other applicable laws.

Clients must provide:

  • Valid passports of beneficial owners and officers
  • Certified company registration documents
  • Proof of funds, capital structure, or source of wealth 

Failure to comply results in automatic contract suspension or legal reporting.

9. Limitation of Liability

To the maximum extent permitted by Swiss law, IMCI+ excludes all liability for:

  • Loss of profits, business interruption, or opportunity cost
  • Reliance damages on non-binding proposals or indicative term sheets
  • Reputational loss or third-party decisions
  • Force majeure events, including sanctions, war, pandemics, or investor withdrawals 

Total liability of IMCI+ shall not exceed the advisory fee actually paid to IMCI+ for the relevant mandate.

10. Disclaimer on IMCI+ Alliance Members

IMCI+ Alliance Members are independent, self-employed professionals and are not employees or legal representatives of IMCI+ Group International GmbH. IMCI+ shall not be held liable for any statements, commitments, misconduct, omissions, or contractual actions made by any Alliance Member, unless such actions are explicitly authorized in writing by the IMCI+ Senior Management Team or a duly appointed officer. Clients engaging with Alliance Members do so at their own risk and are advised to confirm the status and authorization of such representatives via the IMCI+ official directory (www.imci-waa.com). All Alliance Members are required to strictly adhere to the IMCI+ Code of Conduct and Internal General Terms, which define expected ethical behavior, confidentiality rules, and standards of performance. Violation of these internal codes shall result in disciplinary action, removal from the IMCI+ Alliance, and potential damages liability—with damages not less than EUR 5,000,000 per occurrence.

11. Protection Against Alliance Members' Actions

IMCI+ reserves the full right to protect itself legally, commercially, and reputationally from any act, omission, misrepresentation, or damage caused by an IMCI+ Alliance Member. Should any Alliance Member act beyond their authorized mandate, or create liability, confusion, reputational risk, or financial harm to IMCI+, such conduct shall be subject to legal review, termination of affiliation, and potential damages claims. IMCI+ reserves the right to report any misconduct to professional associations, legal authorities, or other relevant entities. All Alliance Members are contractually and ethically bound to act in the best interest of IMCI+ and its clients, and any breach of this obligation shall trigger immediate review. Clients and Members shall be liable for damages not less than EUR 5,000,000 per occurrence for any proven breach, misconduct, or unauthorized use of IMCI+ assets, relationships, or brand.

12. Fraud Prevention & Liability for Malicious Acts

IMCI+ maintains a zero-tolerance policy toward fraud, deceit, misrepresentation, identity theft, or financial abuse originating from Clients, IMCI+ Alliance Members, or any external party. Any individual or entity found to be engaging in fraudulent activities—including falsifying documents, impersonating IMCI+ officers, or misusing IMCI+ branding—shall be prosecuted to the full extent permitted by Swiss and international law.

Clients and Alliance Members are advised to verify communications, websites, and identities using only the official channels:

  • www.imci-group.com
  • www.imci-capital.ch
  • www.imci-advisory.com
  • www.imci-waa.com 

All suspected cases of fraud will be reported to Swiss criminal authorities, cybercrime units, and international watchdogs. IMCI+ shall seek full indemnification and monetary compensation for all legal, reputational, and operational damages caused by such fraud or attempts thereof—with damages not less than EUR 5,000,000 per occurrence.

13. Dispute Resolution & Jurisdiction

All disputes shall first be resolved amicably through written negotiation within 30 calendar days. Failing such resolution, parties agree to submit exclusively to the Commercial Court of Zurich, with Swiss substantive law governing all matters. The jurisdictional clause shall survive termination.

14. Public Statements & Media Use

Clients may not use the name, logo, brand, references, materials, or testimonials of IMCI+ without written approval. Public announcements or press releases involving IMCI+ must be pre-approved. 

15. Amendments & Publication

These GBTC may be amended periodically. The latest version is always published on:

  • www.imci-group.com
  • www.imci-capital.ch
  • www.imci-advisory.com
  • www.imci-waa.com 

The version in effect at the time of engagement or continued cooperation shall apply. Clients are advised to regularly consult the IMCI+ websites.

16. Final Provisions

Should any provision herein be held invalid or unenforceable under Swiss law, the remainder of the terms shall remain valid and binding. These GBTC are legally binding as of 01 January 2025 and apply to all business initiated thereafter unless superseded by an express agreement.

MCI Group International GmbH / LLC
Hardturmstrasse 161 - 8005 Zurich, Switzerland

Legal Department
Tel: 
+41 44 448 41 90
Email: 
info@imci-group.com

Dun & Bradstreet (D-U-N-S) Number: 48-051-3912
Swiss Company ID: CHE-274.653.816

www.imci-group.com
www.imci-capital.ch
www.imci-advisory.com

www.imci-waa.com