Conditions

General Terms and Conditions of SCC Treuhand

1 Scope

These general terms and conditions (“GTC”) apply to all current and future

Services that SCC Treuhand Elmazi (“Trustee”) offers to its customers (“Client”). the

Parties can make arrangements in writing that deviate from these GTC. These GTC, subject to change

contrary written agreements form the contractual basis for the provision of services

of the trustee to the customer.
 

2. Basics of business relationships

2.1 The subject matter of the contract are the activities agreed in individual cases and to be carried out by SCC Treuhand.

2.2 The trustee cannot guarantee or guarantee the occurrence of certain economic events or consequences, even if he advises the customer. For this reason, the trustee cannot make any binding statements in the form of expectations, forecasts or recommendations regarding the occurrence of certain results, regardless of the provision of certain work results.

2.3 Insofar as deadlines are not expressly agreed as a binding assurance, they apply as a general target.

2.4 Reports, statements, presentations and the like are only binding once they have been legally signed. Interim reports and preliminary work results, the draft character of which is expressly stated or results from the circumstances, can differ significantly from the final result and are therefore not binding.

2.5 The trustee can use suitable third parties to provide the service; these are also subject to the confidentiality obligation in accordance with Section 6. Any changes to services agreed at a later date may result in an adjustment of the fee.
 

3. Customer Cooperation

3.1 The client shall ensure that the trustee shall provide the trustee with all information and documents required for the proper provision of the services without being asked and in a timely manner.

3.2 The client is responsible for the completeness, legal conformity and commercial justification of the submitted documents and receipts.

3.3 If documents and receipts are submitted to the trustee in digitized form, the client is responsible for storing the original documents and original receipts in accordance with the law.
 

4. Digital information exchange

4.1 The parties can use electronic solutions (e-mail, Accounto communication platform, cloud services and the like) to process their services and for communication. Unless otherwise expressly instructed in writing, Client agrees that Trustee may use electronic means without encryption to communicate with Client or any third party about Clients' matters.

4.2 In the case of electronic transmission and storage, data can be intercepted, destroyed, manipulated or otherwise adversely affected, lost for other reasons and arrive late or incomplete. The Trustee will not be liable for any such risk.

4.3 The trustee takes reasonable precautions to ensure that its data processing systems and customer data are located in Switzerland or a safe third country and that the data are adequately protected against loss and theft. The trustee is free to obtain corresponding services from professional third-party providers.

4.4 The Trustee may make third party software available to the Client. The conditions are based exclusively on the information provided by the software provider. However, the trustee ensures that the software is maintained and updated according to the provider's specifications. The customer acknowledges that the third-party provider may have access to its data as part of the maintenance.

4.5 The trustee can charge a user fee for its IT services or pass on third-party fees.

4.6 If the trustee transmits data on behalf of the customer via electronic portals or in a similar way to third parties or authorities, the customer remains responsible for the content of this data.

4.7 In all of these applications, the trustee is responsible for diligently fulfilling his obligations and for complying with Swiss legal requirements. However, he cannot assume any responsibility for the absolute protection of data and data transmission.
 

5. Protection and usage rights

5.1 All copyrights and rights of use to all documents, products or other work results created by the trustee as well as the know-how developed or used in the process remain with the same.

5.2 The trustee grants the customer an unlimited, non-exclusive and non-transferable right of use for his own exclusive use of the documents, products and other work results provided to him, including the respective know-how.

5.3 The transfer of documents, products and other work results or parts thereof as well as individual technical statements by the customer to third parties is only permitted with the prior express written consent of the trustee or if the right to transfer arises from the circumstances.

5.4 The customer may only use the documents provided to him by the trustee, in particular the binding reporting, in an unchanged state or, if he is authorized to do so, pass them on. The same applies to products and other work results, insofar as their purpose is not further processing by the customer.

5.5 A reference to the existing contractual relationship between the parties, in particular in the context of advertising or as a reference, is only permitted with the mutual consent of both parties.

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6. Fees, Expenses and Terms of Payment

6.1 Cost estimates are based on the assessment of the work that will be necessary in the future as part of the task and assume that the customer has fulfilled his obligation to cooperate. Such estimates are based on the data provided by the customer. As a result, such cost estimates are not binding for the definitive calculation of the fee.

6.2 Unless otherwise agreed, the client agrees that the trustee will charge for its services according to the time expended. The trustee charges for all services rendered within the scope of the consultation, including clarifications, documentation, meetings, travel, etc. The applicable hourly rate is CHF 150. The trustee reserves the right to unilaterally adjust the hourly rates on an annual basis and to publish them on their website as the hourly rate for SMEs.

6.3 The trustee reserves the right to forward any third-party invoices from the client for direct settlement.

6.4 The Trustee is entitled to engage third party services, including but not limited to translation services and similar, on behalf of and for the account of the Clients and is authorized to enter into appropriate contracts for such services on behalf of and for the account of the Clients.

6.5 Unless otherwise stated, all amounts are exclusive of Value Added Tax (VAT). Any VAT to be paid by SCC Treuhand will also be invoiced to the client. Likewise, all applicable foreign taxes and deductions will be the responsibility of, and will be borne by or charged to, the Client.

6.6 Unless otherwise agreed, SCC Treuhand invoices are to be paid within thirty (30) days of issue.

6.7 The client is not entitled to suspend the payment obligation and/or to offset the claim.

6.8 If an invoice is not paid within the specified period, the client is automatically in default and may be obliged to pay the statutory default interest. In addition, SCC Treuhand reserves the right to stop working for this or another client. In addition, dunning fees of CHF 200 will be charged for payment reminders.

6.9 Actions taken by SCC Treuhand in connection with enforcing the payment claim will be billed to the client at the usual hourly rates of the persons commissioned to do so.

6.10 The client irrevocably releases the trustee and any employees, consultants, lawyers, partners or other persons or companies associated with SCC Treuhand from their professional confidentiality obligation in the event of enforcement measures, court and/or arbitration proceedings in the pursuit and enforcement of claims for fees and expenses of SCC Treuhand.

6.11 The Trustee may require the Client to pay an advance on fees and expenses. The Trustee reserves the right to increase this advance amount at a later date. Advances on costs will be carried forward for the duration of the service relationship and will be deducted from the final invoice upon termination of the service relationship.

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7. Contract Upgrades

7.1 Each contract contains an annual package in the offer with a maximum number of receipts, which are uploaded digitized to Accounto by the client for further processing by the trustee.

7.2 If this number is exceeded within a financial year, the package is automatically upgraded for the following year.

7.3 The number of documents for the annual packages GmbH and AG includes: accounting package S maximum 250 documents, accounting package M maximum 500 documents, accounting package L maximum 1000 documents,

7.4 The number of documents in the annual packages for individual companies includes: Accounting package S without VAT, a maximum of 250 documents, accounting package M with VAT, a maximum of 250 documents.

7.5 The number of receipts is based on the number of uploaded receipts, the client ensures that receipts are uploaded in a recognizable manner.

7.6 Receipts that are not recognizable will be rejected by the trustee and must be uploaded again.

7.7 Receipts or duplicates uploaded more than once are expressly considered separately submitted receipts and will be charged accordingly. Corrections to the number of receipts will not be granted without exception.

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8. Confidentiality

8.1 The trustee is obliged to maintain secrecy about all confidential information that he receives in the context of the customer relationship.

8.2 An exception to this is the disclosure of confidential information if the customer has authorized the trustee to protect the legitimate interests of the trustee, insofar as the respective third parties are subject to an equivalent obligation of confidentiality, as well as in response to court or official orders.

8.3 The obligation of confidentiality continues after the end of the contractual relationship.

8.4 This obligation does not prevent the Trustee from executing the same or similar orders for other clients.

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9.Liability

9.1 The trustee is responsible for careful fulfillment of the order in compliance with the requirements of the profession.

9.2 The trustee is liable for damages from his services within the legally mandatory framework, namely in the case of illegal intent or gross negligence. For the negligent breach of his obligation, liability is limited to the maximum amount of the annual fee for the order in question, insofar as this is legally permissible.

9.3 If the behavior of the client is jointly responsible for the damage incurred, the trustee is released from liability. Incomplete, missing, contradictory or late information and documents as well as information or documents that have not been passed on are considered jointly responsible behavior.

9.4 Documents or information, namely vouchers, receipts and invoices that are business-relevant for accounting, are uploaded by the client to the Accounto platform (www.accounto.ch) or its mobile application within 7 days of the transaction from the client's business account, by the client himself . The deadline cannot be extended or postponed. If the deadline of 7 days is not met, the trustee is released from any liability by the client. Management can do that

uploading the receipts, but is responsible for completeness, data protection and warranty.

9.5 Unless otherwise expressly agreed, the trustee is not liable for advice on foreign law, ie non-Swiss law, nor for tax advice on Swiss law. The trustee is also not obliged to update any information already provided by the client.

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10. Trustee's Warranties

10.1 If the production of a work within the meaning of Art. 363 OR was agreed, the customer is entitled to have any defects rectified by the trustee. If the rectification fails, the customer can demand a price reduction or withdrawal from the contract. Insofar as there are claims for damages beyond this, the limitation of liability according to Section 8 applies.

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11. Conflicts of Interest/Relationships with Other Clients

11.1 There may be times when the Trustee is unable to accept an assignment or is required by law or professional ethics to cease working for the Client where there is a conflict between the Trustee's obligations to the Client and other clients or between the Trustee's interests and that of the client.

11.2 The Client agrees to provide the Trustee at all times with any information necessary to conduct a conflict search. In addition, the client is required to promptly notify the trustee of any circumstances which they believe may constitute a potential conflict of interest.

11.3 The Client acknowledges that the Trustee does not guarantee any exclusivity in relation to advice on any particular industry or market in accepting an engagement. Subject to applicable law and professional ethics, the Trustee may, in any transaction, dispute or other matter in which the Client or entities connected to the Client have an interest, for

other clients act, provided the trustee does not breach his duties to the clients.

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12. Dissolution and Consequences

12.1 The contract can be terminated by either party at any time in writing and with immediate effect or at the end of a specific date. The contract can be terminated at the end of a quarter of each financial year (March, June, September and December) subject to the ordinary notice period of 3 months. The months mentioned explicitly count as the end of a quarter.

12.2 In the event of termination, the services rendered up to the point at which the contract was terminated must be paid for by the customer. The services provided are to be paid for by the customer on the basis of the actual time required and the applicable fee rates plus the expenses incurred.

12.3 If notice of termination is given outside of the agreed notice period, the terminating party undertakes to compensate the other party for the damage it incurs as a result of the untimely termination of the contractual relationship.

12.4 In the event of termination as a result of one party breaching the contract, the party terminating the contract must compensate the terminating party for any damage it incurs as a result of the termination.

12.5 Value added tax statements and annual financial statements are only released and declared for the client after the invoices have been settled.

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13. Documents and Data

13.1 Upon termination of the contractual relationship, the trustee shall make the customer's documents and data available in a form to be agreed. The corresponding services of the trustee are subject to a fee.

13.2 The trustee is entitled, but not obliged, to keep copies of the customer's documents and data for the purpose of documenting the services he has provided.

13.3 The customer is responsible for storing the documents and data and for complying with the statutory provisions. The trustee ensures that he keeps his documents and data for five years. After this period, the trustee may destroy these files without prior notice.

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14. General

These terms and conditions can be adjusted by the trustee at any time. If the customer does not reject the new terms and conditions within a period of 60 days after notification, they are deemed to have been approved.

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15. Governing Law

All aspects of the legal relationship between the client and SCC Treuhand are subject to substantive Swiss law. All disputes arising from or in connection with this legal relationship are to be decided by the ordinary Swiss courts. The place of jurisdiction is Winterthur, Switzerland. If one or more provisions of these terms and conditions are declared invalid, the other provisions remain unaffected. The invalid provisions are to be replaced by legal provisions that are as economically equivalent as possible.

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