Effective Date: 01.07.25

These General Terms and Conditions (the “Terms”) govern the provision of services by C’mon Corporations SàRL, operating under the name C’mon Sports, with registered office at Rue du Commerce 17, 2300 La Chaux-de-Fonds, Switzerland (the “Consultant”), to any client (the “Client”) under a contract entered into between the parties.

1. Scope of Services

1.1 The Consultant provides services in the following areas: strategic planning, business development, data-driven marketing, fan engagement, activation of business partners, sponsorship acquisition, ticketing, and merchandising.

1.2 The scope, deliverables, duration, and price of the services are defined in a specific commercial offer, a scope of work, or an annex signed by both parties.

1.3 The services may include foundational modules (e.g. data strategy, analysis), seasonal modules (e.g. fan activation, sponsorship), and add-ons (e.g. ticketing, merchandising), as defined in the contractual annexes.

2. Execution and Obligations

2.1 The Consultant undertakes to perform the services with diligence, professionalism, and competence.

2.2 The Consultant ensures regular communication with the Client and provides deliverables or requested advice in a reasonable manner.

2.3 The Consultant agrees to inform the Client of any impediment affecting the proper execution of the services (e.g. illness, force majeure). 

3. Independent Status

3.1 The Consultant acts as an independent contractor. Nothing in these Terms shall be construed as creating an employment, agency, or partnership relationship.

3.2 The Consultant has no authority to bind the Client without prior written consent.

4. Compensation

4.1 Fees are set out in the signed offer or annex. They may combine monthly payments and a portion in the form of sponsorship compensation.

4.2 Additional commissions are due for sponsorship acquisition under the following conditions:

• 20% of the contract value for any new sponsor introduced,
• 15% on additional amounts obtained from existing partners,
• 10% on the first renewal of a sponsorship contract,
• 5% on the second renewal,
• 0% on the third and subsequent renewals.

4.3 All amounts are exclusive of VAT, unless otherwise stated.

5. Sponsorship Compensation

5.1 A portion of the compensation may be provided in the form of sponsorship benefits (visibility, VIP lounges, newsletters, etc.), as described in the annexes.

5.2 This arrangement only applies if the collaboration exceeds six (6) months.

6. Confidentiality

6.1 Both parties agree to maintain the confidentiality of any non-public information exchanged during and after the performance of the contract.

6.2 These confidentiality obligations remain in effect even after the contract ends.

6.3 Confidentiality obligations also apply to any personal data processed by the Consultant on behalf of the Client, without prejudice to the specific obligations set out in Section 10. 

7. Intellectual Property

7.1 Unless otherwise agreed, all deliverables and creations produced by the Consultant remain its intellectual property.

7.2 The Client is granted a non-exclusive right of use for internal purposes only.

8. Limitation of Liability

8.1 In the event of a dispute, the Consultant’s liability is limited to the total amount paid by the Client for services in the preceding twelve (12) months.

8.2 The Consultant shall not be liable for indirect damages, data loss, or loss of revenue.

8.3 The limitation of liability in this section shall not apply in cases of intentional misconduct or gross negligence relating to the Consultant’s data protection obligations under Section 10. 

9. Duration and Termination

9.1 Services commence on the date specified in the commercial offer and continue under the described conditions.

9.2 The contract is automatically renewed unless terminated by either party with three (3) months’ written notice.

9.3 Immediate termination is possible in case of gross misconduct or insolvency.

9.4 Upon termination, the Consultant shall return or delete all confidential documents and personal data belonging to the Client, in accordance with Section 10.11.

10. Data Protection and Processing of Personal Data

10.1 Roles of the Parties

When performing the Services, the Consultant may access, analyse, or otherwise process personal data on behalf of the Client.
The Client remains the Data Controller, and the Consultant acts as a Data Processor within the meaning of the Swiss Federal Data Protection Act (FADP) and, where applicable, the GDPR.

10.2 Data Processing Agreement (DPA)

Where the Services require access to, or processing of, personal data belonging to the Client or its users, the Parties shall enter into a Data Processing Agreement (DPA) compliant with Article 9 FADP and, where applicable, Article 28 GDPR.
In case of inconsistency between these Terms and the DPA, the DPA shall prevail.

10.3 Scope and Purpose of Processing

The Consultant shall process personal data solely for the purposes necessary to perform the Services as defined in the commercial offer, scope of work, or signed annexes.

10.4 Instructions Only

The Consultant may process personal data only on documented instructions from the Client.
If an instruction appears unlawful, the Consultant shall immediately notify the Client.

10.5 Confidentiality

The Consultant shall ensure that all persons authorised to process personal data (employees, subcontractors, or authorised third parties) are bound by a strict duty of confidentiality.

10.6 Technical and Organisational Measures

The Consultant shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Articles 8 and 9 FADP (and Article 32 GDPR, if applicable).
These measures may include access controls, encryption, log management, network segmentation, secure development practices, and other reasonable safeguards.

10.7 Sub-Processors

The Consultant may not engage any third-party sub-processor without the Client’s prior written consent.
The Consultant shall remain fully liable for the performance of any approved sub-processor.

10.8 International Data Transfers

Personal data shall not be transferred outside Switzerland or countries with an adequate level of protection without the Client’s prior written approval and appropriate safeguards.

10.9 Data Breach Notification

In the event of any actual or suspected personal data breach, the Consultant shall notify the Client without undue delay and provide the information necessary for the Client to meet its legal obligations.

10.10 Assistance to the Client

The Consultant shall reasonably assist the Client in fulfilling its obligations as a Data Controller, including:
a) responding to data subject requests;
b) conducting data protection impact assessments (DPIAs);
c) ensuring security and compliance measures.

10.11 Return or Deletion of Data

Upon termination of the contract, or upon written request from the Client, the Consultant shall:
a) return all personal data processed on behalf of the Client, or
b) securely delete such data,
unless a legal obligation requires its retention.
The Consultant shall provide written confirmation of deletion upon request.

10.12 Audits and Verification

The Consultant shall cooperate with reasonable audit requests made by the Client or its appointed auditor, provided such audits do not compromise the security or confidentiality obligations of the Consultant or its other clients.

10. Non-Assignment

The Client may not assign or transfer its rights or obligations to a third party without the Consultant’s prior written consent.

11. Governing Law and Jurisdiction

These Terms are governed by Swiss law.

Any dispute shall be submitted to the competent courts of the canton of Neuchâtel, subject to prior amicable resolution. 

Any modification to the data protection and data processing provisions shall require the express written consent of the Client.

12. Amendment of the Terms

The Consultant may update these Terms, provided that ongoing contracts are not modified without the Client’s consent.