Terms and Conditions

These General Terms and Conditions govern the business relationship between Northlake Partners GmbH (hereinafter «Northlake Partners», «the Company», «we» or «us») and its clients (hereinafter «the Client» or «you»). By engaging our services, you confirm that you have fully read, understood and accepted these General Terms and Conditions.

1. Scope of Services

Northlake Partners GmbH is a licensed insurance brokerage and financial advisory firm, registered with the Swiss Financial Market Supervisory Authority (FINMA) under registration number F01563972. Our services include, but are not limited to:

• Insurance brokerage, including analysis, comparison and placement of insurance policies in the areas of life insurance, health insurance, liability insurance, property insurance and specialty lines
• Financial advisory, including investment strategy, wealth planning, retirement planning and estate planning
• Portfolio analysis and optimisation, including review and restructuring of existing insurance and investment portfolios
• Claims support and advocacy with insurance carriers on behalf of the client
• Ongoing portfolio monitoring and regular review of the client's insurance and financial arrangements

The specific scope of services is defined in the individual client agreement or mandate letter. Northlake Partners reserves the right to decline mandates that fall outside its area of competence or regulatory authorisation.

Our services do not constitute legal advice or tax advice. Where such specialised advice is required, we recommend that you consult an appropriately qualified professional.

2. Client Relationship and Duty of Care

Northlake Partners owes its clients a duty of care in accordance with the provisions of Swiss law, including the Swiss Code of Obligations (Obligationenrecht, OR) and the applicable financial market legislation. In providing our services, we commit to:

• Acting in the best interest of the client at all times
• Providing advice that is suitable and appropriate for the client's individual circumstances, financial situation, risk profile and stated objectives
• Conducting a thorough needs analysis before recommending any insurance product or financial solution
• Disclosing all material information that may influence the client's decision-making
• Exercising the care and diligence of a prudent professional in all advisory and brokerage activities

The client undertakes to provide Northlake Partners with complete, accurate and timely information about their personal circumstances, financial situation, existing policies and objectives. The quality of our advice depends on the accuracy and completeness of the information provided by the client. Northlake Partners shall not be liable for losses arising from incomplete or inaccurate information provided by the client.

Client Classification

In accordance with the Swiss Financial Services Act (Finanzdienstleistungsgesetz, FIDLEG), Northlake Partners classifies its clients as retail clients, professional clients or institutional clients. The client's classification determines the level of regulatory protection and the scope of information and documentation provided. Clients have the right to request a change of classification, subject to the conditions set out in FIDLEG.

3. Declaration of Independence

Our independence means:

• We are not obligated to recommend the products of any particular insurer or financial institution
• We analyse the market broadly and compare offers from a wide range of providers to identify the most suitable solutions for our clients
• Our recommendations are based solely on the needs, objectives and best interest of the client, not on commercial relationships with product providers
• We maintain relationships with over 50 insurance companies, banks and financial institutions in Switzerland and internationally, enabling comprehensive market coverage

In accordance with Art. 45 of the Insurance Supervision Act (Versicherungsaufsichtsgesetz, VAG), Northlake Partners is registered with FINMA as an untied insurance intermediary, confirming our status as an independent broker not contractually bound to any single insurer.

4. Fees and Compensation

Northlake Partners is committed to full transparency regarding its compensation. Our remuneration may consist of the following elements:

4.1 Brokerage Commissions

For insurance brokerage services, Northlake Partners typically receives commissions from insurance companies when an insurance policy is placed or renewed on behalf of a client. These commissions are paid by the insurer and are included in the premium paid by the client. The existence and general nature of such commission arrangements are disclosed to the client upon request or as required by law.

4.2 Advisory Fees

For certain financial advisory services, wealth planning mandates or complex brokerage assignments, Northlake Partners may charge the client advisory fees directly. Such fees are agreed in writing before the commencement of the relevant services and are recorded in the mandate letter.

4.3 Third-Party Compensation

In certain cases, Northlake Partners may receive compensation from third-party product providers, including retrocessions, referral fees or similar payments. In accordance with the Swiss Financial Services Act (Finanzdienstleistungsgesetz, FIDLEG) and applicable case law, Northlake Partners informs the client about the existence and nature of such compensation. The client may at any time request detailed information about the amount or calculation method of such compensation.

4.4 Fee Transparency

Upon request, Northlake Partners will provide the client with a clear breakdown of all compensation received in connection with the client's transactions and advisory mandates. The client has the right to request this information at any time during the mandate and for a reasonable period after its termination.

5. Confidentiality Obligations

Northlake Partners treats all client information as strictly confidential. We are subject to professional confidentiality obligations under Swiss law and commit to:

• Not disclosing any information about the client's personal, financial or business affairs to third parties without the client's prior written consent, unless required by law or regulation
• Implementing appropriate technical and organisational measures to protect client data against unauthorised access, loss or misuse
• Ensuring that all employees and agents of Northlake Partners are subject to equivalent confidentiality obligations
• Restricting access to client information to those employees and authorised persons who require it for the performance of their duties

The confidentiality obligation continues indefinitely after the termination of the client relationship, unless a specific statutory limitation period applies.

Notwithstanding the foregoing, Northlake Partners may disclose client information where required by law, regulation or court order, or where disclosure is necessary for the execution of the brokerage or advisory mandate (for example, when submitting insurance applications or claims notifications to insurers on behalf of the client).

6. Data Protection

Northlake Partners processes personal data in accordance with the Swiss Federal Act on Data Protection (nDSG), which came into force on 1 September 2023, and its implementing ordinances. Where applicable, we also comply with the EU General Data Protection Regulation (GDPR).

6.1 Data Processing Principles

Personal data is collected and processed lawfully, in good faith and in a proportionate manner. Data is only processed for the purposes communicated to the client at the time of collection or that are reasonably necessary for the provision of our services.

6.2 Purpose of Data Processing

We process personal data for the following purposes:

• Provision of insurance brokerage and financial advisory services
• Communication with insurance companies, banks and other financial institutions on behalf of the client
• Fulfilment of legal, regulatory and contractual obligations
• Management of the client relationship and provision of ongoing services
• Fraud prevention and risk management

6.3 Data Subject Rights

Under the nDSG, the client has the right to request information about their personal data held by Northlake Partners, to request the correction of inaccurate data, to request the deletion or restriction of processing (subject to statutory retention obligations) and to object to certain processing activities. The right to data portability applies where technically feasible.

6.4 Cross-Border Data Transfers

Where personal data is transferred to countries that do not ensure an adequate level of data protection as determined by the Swiss Federal Council, Northlake Partners ensures that appropriate safeguards are in place, such as standard contractual clauses or binding corporate rules.

Detailed information on the handling of personal data can be found in our Privacy Policy.

7. FINMA Regulatory Compliance

Northlake Partners GmbH is registered with the Swiss Financial Market Supervisory Authority (FINMA) as an insurance intermediary under registration number F01563972. We are subject to the following regulatory requirements:

• Insurance Supervision Act (Versicherungsaufsichtsgesetz, VAG) – Northlake Partners complies with all applicable provisions of the Federal Act on the Supervision of Insurance Companies, including the obligations for insurance intermediaries pursuant to Art. 40 et seq. VAG
• Financial Services Act (Finanzdienstleistungsgesetz, FIDLEG) – We comply with the rules of conduct applicable to financial service providers, including information, documentation and suitability assessment obligations
• Anti-Money Laundering Act (Geldwäschereigesetz, GwG) – Northlake Partners maintains appropriate policies and procedures for the prevention of money laundering and terrorist financing, including customer identification and verification (KYC) obligations

Northlake Partners maintains appropriate professional indemnity insurance to cover potential claims arising from its brokerage and advisory activities, as required by applicable regulations.

The client can verify our registration status directly with FINMA through the public register of insurance intermediaries at www.finma.ch.

8. Limitation of Liability

The liability of Northlake Partners GmbH is governed by the provisions of the Swiss Code of Obligations (Obligationenrecht, OR), in particular Art. 97 et seq. OR (contractual liability) and Art. 41 et seq. OR (tortious liability), subject to the following limitations:

8.1 Scope of Liability

Northlake Partners is liable for damages arising from a breach of its contractual obligations only insofar as such damages are attributable to wilful misconduct or gross negligence of Northlake Partners, its employees or authorised agents. Liability for slight negligence is excluded to the maximum extent permitted by Swiss law.

8.2 Exclusion of Liability

Northlake Partners shall not be liable for:

• Losses arising from market fluctuations, investment performance or changes in value of financial instruments or insurance products
• Losses arising from insolvency, payment default or non-performance of an insurance company, bank or third-party provider
• Losses or damages arising from decisions made by the client based on information or recommendations provided, where the client has deviated from the advice given or has not acted on it in a timely manner
• Losses arising from incomplete, inaccurate or delayed information provided by the client
• Indirect or consequential damages, including lost profits, lost opportunities or reputational damage
• Damages resulting from force majeure, including but not limited to pandemics, natural disasters, regulatory changes, war or governmental actions

8.3 Liability Cap

To the extent that liability cannot be excluded, the total liability of Northlake Partners in connection with a client mandate is limited to the amount of fees or commissions received by Northlake Partners in respect of the specific transaction or mandate giving rise to the claim, or the amount covered by our professional indemnity insurance, whichever is higher.

8.4 Limitation Period

Claims against Northlake Partners are subject to the limitation periods prescribed by the Swiss Code of Obligations. The client must notify Northlake Partners of any claim or potential claim in writing without delay, but in no event later than 60 days after becoming aware of the circumstances giving rise to the claim.

9. Termination of Services

9.1 Termination by the Client

The client may terminate the mandate with Northlake Partners at any time by written notice. The termination becomes effective upon receipt of the written notice, unless a different effective date is specified. Existing insurance policies and financial products arranged through Northlake Partners remain in force and are subject to their own terms and conditions, regardless of the termination of the advisory relationship.

9.2 Termination by Northlake Partners

Northlake Partners may terminate the client relationship with 30 days' written notice. Under extraordinary circumstances, including but not limited to a breach of these General Terms and Conditions by the client, regulatory concerns or a material breach of trust, Northlake Partners reserves the right to terminate the mandate with immediate effect.

9.3 Consequences of Termination

Upon termination of the mandate:

• Northlake Partners will provide the client with all relevant documents and information necessary for an orderly transition of the client's affairs to another broker or advisor
• Any outstanding fees or commissions earned prior to the termination date remain payable
• The confidentiality obligations set out in these General Terms and Conditions continue to apply after termination
• The client's existing insurance policies and financial arrangements are not affected by the termination of the advisory relationship, subject to the client's own agreements with the respective product providers

10. Complaints Procedure

Northlake Partners is committed to providing its clients with a high standard of service. If you are dissatisfied with any aspect of our services, we ask you to bring the matter to our attention so that we can resolve it promptly.

10.1 Internal Complaints Procedure

Complaints should be submitted in writing to:

Upon receipt of a complaint, Northlake Partners will:

• Acknowledge receipt of the complaint within five (5) business days
• Conduct a thorough and impartial investigation of the matter
• Provide a substantive written response within thirty (30) business days of receipt, setting out the outcome of the investigation and any proposed remedial measures
• If a resolution cannot be reached within 30 business days, inform the client of the reasons for the delay and provide an estimated timeframe for resolution

10.2 Escalation

If you are not satisfied with the outcome of the internal complaints procedure, you have the right to refer the matter to an external dispute resolution body in accordance with Section 11.

11. Ombudsman

If a dispute cannot be resolved through our internal complaints procedure, the client may refer the matter to the Ombudsman of Private Insurance and Suva, which serves as an independent and neutral mediation body for disputes between clients and insurance intermediaries or insurers in Switzerland.

The Ombudsman provides a free, informal and confidential mediation service. The outcome of the mediation is not binding, and both parties retain the right to pursue legal proceedings before the competent courts.

For disputes relating to financial services, the client may also refer the matter to the competent ombudsman body to which Northlake Partners is affiliated in accordance with the Financial Services Act (Finanzdienstleistungsgesetz, FIDLEG).

12. Governing Law

These General Terms and Conditions and the entire business relationship between Northlake Partners GmbH and the client shall be governed exclusively by the substantive law of Switzerland, excluding its conflict of law rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

13. Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with these General Terms and Conditions and the business relationship between Northlake Partners GmbH and the client shall be the courts of the City of Zürich, Switzerland, subject to mandatory statutory provisions on jurisdiction (including the mandatory consumer jurisdiction provisions pursuant to Art. 32 of the Swiss Code of Civil Procedure (Zivilprozessordnung, ZPO), where applicable).

Northlake Partners reserves the right to initiate proceedings at the client's place of domicile or at any other competent court.

14. Severability

Should any provision of these General Terms and Conditions be or become invalid, unlawful or unenforceable in whole or in part, the validity and enforceability of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the economic purpose and intent of the original provision.

The same applies in the event that these General Terms and Conditions contain an unintended gap or omission. In such case, a provision shall be deemed agreed upon that corresponds to what the parties would have agreed in accordance with the purpose and spirit of these General Terms and Conditions had they considered the matter at the time of entering into the agreement.

Northlake Partners GmbH · Freilagerstrasse 81, 8047 Zürich · CHE-454.354.180 · FINMA F01563972