General Terms and Conditions (GTC)of Deloris AG


Scope

 

These General Terms and Conditions (GTC) apply to the provision of accounting, trust, tax, and consulting services by Deloris AG to its clients, unless otherwise agreed in writing in individual cases or required by law.

 

By placing a contract with Deloris AG, the client confirms having read, understood and fully accepted these terms and conditions in detail.

 

General contract content

 

For the scope of the services to be provided by Deloris AG, the contract placed is generally decisive in the context of a written or oral mandate contract as well as the conclusive conduct on the part of the client.

 

The object of the contract is the activity agreed in the individual case and to be carried out by Deloris AG and is not a guarantee for the occurrence of certain economic or other consequences / results. For this reason, Deloris AG notwithstanding the provision of certain work results cannot make any explanations in the form of expectations, forecasts or recommendations in the sense of a guarantee of success with regard to the occurrence of certain circumstances.

 

Deloris AG acts exclusively according to the instructions of the client. It is not obliged to act on its own initiative without instruction from the client. In urgent cases and if the client is not reachable, Deloris AG can take measures of its own accord, whereby it should best safeguard the alleged interests of the client.

 

The contract will be executed in accordance with the principles of proper professional practice and in accordance with the professional and professional rules applicable on a case-by-case basis.

 

Dates provided by Deloris AG for the provision of services are considered to be general targets, unless they have been expressly agreed as a binding assurance in the sense of an expiration date. Official deadlines that are no longer extendable, the observance of which was entrusted to Deloris AG, are considered to be the expiration date, provided that Deloris AG possesses all the necessary information and instructions for the corresponding entry. If no expiry date exists, the delay in performance of the agent due to a missed deadline only occurs after a one-off reminder and with the setting of a reasonable period of grace.

 

Reports, opinions, statements, presentations and the like are only binding upon their legally valid signing. For other work results, the liability must be recorded in the same way in a corresponding letter of completion. Verbal communications, interim reports and preliminary results of work, the design character of which is expressly stated or is derived from the circumstances, may differ considerably from the final result and are therefore not binding.

 

Subsequent changes to the scope of services are subject to an appropriate adjustment of the possibly agreed flat fee or cost ceiling. Unless otherwise expressly agreed, the adjustment will be made in accordance with the actual additional time required.

 

If a contract is placed with Deloris AG, it shall not be deemed accepted until Deloris AG expressly confirms or executes it. A tacit acceptance of a contract is categorically rejected.

 

Cooperation of the client

 

The client shall ensure that Deloris AG is provided, in a timely manner, with all necessary instructions, documents and information for the proper fulfilment of the contract. This obligation to provide documentation and information applies for the entire duration of the contract. Insofar as Deloris AG does not have the necessary instructions, documents and information at its disposal, in a timely manner, liability for the proper fulfilment of the contract (if at all conceivable) is excluded.

 

Deloris AG assumes that the information, supporting documents, papers and instructions provided are complete and correct and the client undertakes to confirm this in writing at any time if necessary.

 

Documents and information provided will not be checked by Deloris AG for accuracy. Written agreements to the contrary remain reserved.

 

If the client makes the documents available late or incomplete (for example disorganised accounting documents and vouchers), Deloris AG is entitled to invoice the additional expenditure according to agreed or customary approaches.

 

Supplementary provisions for accounting, fiduciary, tax and advisory services

 

Deloris AG is authorised to advise on individual issues as well as in the case of permanent consultancy or implementation mandates, the facts provided by the client, in particular figures and background information on business transactions, but also information on the economic entitlement to assets and on the correct tax declaration of assets are to be considered correct and complete. Unless otherwise stated by the client, Deloris AG shall be entitled to assume that the client is the beneficial owner of the assets which Deloris AG deals with on its behalf and that all of these assets have been correctly declared for tax purposes in the past.

 

The consulting contract does not include the actions necessary to comply with deadlines, unless this is expressly agreed in writing between the parties. In this case, the client must inform Deloris AG in good time of all instructions, documents and information essential for the observance of deadlines, so that Deloris AG has a reasonable processing time at its disposal.

 

Information exchange

 

The parties undertake not to disclose any confidential information and documents received in connection with the provision of services under the contractual relationship. All data relating to facts, methods and knowledge which are not obvious to third parties and which are not generally known or publicly accessible, are considered confidential. The obligation of confidentiality continues to exist after termination of the contractual relationship. This does not apply to information on which the client consents to disclosure or which is generally accessible irrespective of the contract. The parties may disclose information to the extent that they are obliged to do so by law, regulatory regulations or official contracts. Information from the contractual relationship may, if necessary, also be disclosed in the event of judicial enforcement of fee claims.

 

The parties may use electronic media such as telephone and e-mail for their communication within the framework of the contractual relationship. Both parties are themselves responsible for the security of their electronic communications and must take appropriate security precautions. The parties are aware of the fact that there is a residual risk with regard to security against viruses, as well as timely, error-free, complete and confidential transmission. If the client desires special security precautions such as password protection and encryption, this must be expressly stated in a written contract.

 

Deloris AG may also allow third parties to process the information that comes to its attention, in particular personal data, (right of substitution/subcontracting). Deloris AG must ensure that the relevant persons are carefully selected, instructed and supervised. In particular, Deloris AG must ensure that the relevant persons are obliged to maintain confidentiality to the same extent as they are obliged to do and that they are aware of the other duties of the agent vis-à-vis the client to the extent necessary for the purpose of correct performance.

 

Intellectual property rights and licences

 

Deloris AG is exclusively entitled to all intellectual property rights such as intellectual property rights and licensing rights to the results of the work, findings, know-how developed or used by Deloris AG within the scope of the contractual relationship. The same applies to the documents and products created by it within the framework of the execution of the contractual relationship.

 

The client is entitled to a non-exclusive, permanent and non-transferable right of use for the exclusive purpose of his or her own use of the work results created for him or her by Deloris AG and made available to him or her. The same applies to documents and products provided by Deloris AG to the client.

 

The transfer of work results, documents or products as well as technical statements of Deloris AG to third parties by the client is only permitted with the written consent of Deloris AG.

 

The client may not make changes to documents, products and other work results of Deloris outside of his own use without Deloris AG's express consent. Excluded from this are alterations of documents, products and other work results of Deloris AG, the purpose of which is further processing by the client.

 

References to contractual relations between the parties, in particular in the context of advertising or as a reference, are only permitted with the mutual consent of both parties.

 

The client may not name, reproduce or use the name or logo of Deloris AG in any other way without the prior written consent of Deloris AG.

 

Right of rectification

 

Insofar as a work result prepared by Deloris AG does not meet the client's expressly stipulated requirements, Deloris AG shall be given the opportunity to remedy the defect free of charge within a reasonable period of time. Deloris AG shall only be required to reduce their fee if the remedy was unsuccessful, within the period of time, for reasons for which Deloris AG is responsible.

 

Fees and expenses

 

Unless expressly agreed otherwise, invoicing for all activities of Deloris AG is generally made according to the time spent on an hourly fee basis of at least 15 minutes or according to other factual criteria.

 

It is incumbent upon the client to request a quotation from Deloris AG. If this is omitted, the scope of services provided by Deloris AG shall be remunerated within the scope of the invoice provided.

 

The fee basis to be applied depends on the degree of difficulty, the significance and the responsibility associated with the assignment as well as on the function level of the person in charge.

 

In addition to the fee claim, Deloris AG is entitled to reimbursement of expenses incurred, other expenses and third-party fees.

 

Cost estimates are based on an estimate of the amount of work that will necessarily be required in the future. The starting point for such estimates is the information provided by the client. Accordingly, such estimates are not binding for the final calculation of the fee. Cost estimates and other details of fees or expenses are inclusive of VAT and, unless otherwise stated, in CHF.

 

Deloris AG may demand reasonable advances on fees and expenses as well as provide individual or regular interim invoices for activities and expenses already performed. In the event of a request for an advance payment or the submission of an interim invoice, it may make the performance of other activities dependent on the full payment of the amounts claimed.

 

The client may only offset counterclaims with claims for fees and expenses from Deloris AG if these are undisputed or have been established by a court of law.

 

Any subsequent changes to the content of the service required or requested by the client shall result in an appropriate adjustment of the fee.

 

Invoices are to be paid without deduction within 30 days to the account indicated by Deloris AG. From the first request for payment and the associated increased manual effort, an appropriate reimbursement can be charged which is as follows:

 

First Payment remincer: CHF 10.-

Second Payment reminder: CHF 20.-

Prosecution: CHF 180.-

 

Deloris AG, as a consulting firm in connection with an intermediary activity, may also receive services from third parties, in particular from financial institutions such as insurance companies and banks, which form part of a reasonable remuneration for the work of Deloris AG on behalf of the client. The client waives this claim or offsetting of this against the fees owed to Deloris AG. The client acknowledges that these services may amount to CHF 20,000.- or more.

 

Liability

 

Liability for gross negligence is excluded. Deloris AG is generally liable for the same care as an employee in an employment relationship (Art. 398 para. 1 OR (Swiss Public Law)). Apart from the liability for appropriate selection, instruction and supervision, it is not liable for actions of third parties, which were used by it for the fulfilment of the contract. If the conduct of the client is jointly responsible for the damage caused, Deloris AG is exempt from liability.

 

Incomplete, contradictory or delayed information and documentation (list not exhaustive) shall be deemed to be jointly responsible behaviour. Any direct liability of employees of Deloris AG is excluded to the extent permitted by law. Employees of Deloris AG may independently invoke this disclaimer even after termination of their employment for Deloris AG.

 

If tax representation has been agreed with the client, Deloris AG will process all enquiries from third parties, in particular from the tax authorities. The associated expenses are charged to the client at an hourly rate. If the client expressly does not want this, he must inform Deloris AG immediately. In this case, Deloris AG rejects any liability for the damage incurred by the client.

 

Termination of the contract and its consequences

 

The contract ends upon performance of the agreed services, expiry of the agreed term or revocation.

 

A contract concluded for an indefinite period of time can be revoked by both sides at any time in writing and with immediate effect. Subject to these provisions regarding termination at any time pursuant to Art. 404 of Swiss Public Law, the parties agree on a period of notice of 3 months, each to the end of the month, in the mutual interest of sufficient reaction time.

 

In the event of revocation or termination by the client, the services rendered up to the time of termination of the contract shall be reimbursed. The services rendered are to be paid on the basis of the actual hourly expenditure and the hourly rates applicable in each case plus the expenses incurred. Deloris AG shall be held entirely harmless by the client.

 

In the event of cancellation of the contract by Deloris AG, in contract to avoid damage to the client, those actions must be carried out which are reasonable and brooks no delay.

 

In the event of cancellation at the wrong time, the revoking party undertakes to compensate the other party for the damage caused to it by the termination of the contractual relationship at the wrong time.

 

Storage and publication of work results and manual files

 

Deloris AG shall keep the files for a period of ten years after termination of the contract. This obligation shall, however, expire before the end of this period if Deloris AG has requested, in writing, the client collects the reference files and the client has not complied with this request within six months of receiving it. Deloris AG is entitled to destroy the files after ten years. If no tax representation has been agreed upon, Deloris AG will only keep the client's direct tax return forms for 10 years without enclosures.

 

The reference files include all documents that Deloris AG has received from or on behalf of the client in the course of its contractual activities.

 

Changes to the range of services

 

The right to make changes to the range of services, the fee basis, this and other agreements remains reserved. Clients will be informed about changes of this kind in good time, but it is incumbent upon the client to request an offer from Deloris AG, otherwise the fee will be accepted. Changes shall be deemed approved and newly agreed if the client continues to use the services of Deloris AG.

 

Severability clause

 

If these regulations or parts of them should be ineffective, the effectiveness of the remaining regulations is not affected. The ineffective one is to be replaced by one that comes closest to its economic sense.

 

Applicable Law and Jurisdiction

 

This contract shall be subject to Swiss law.

 

For all disputes arising from this contract, the parties agree that the exclusive place of jurisdiction shall be the registered office of Deloris AG as indicated in the commercial register.