Terms and Condition

1. Scope of application

1.1. These General Terms and Conditions apply to all services in the form of advisory, fiduciary and tax services, interim management, preparation of expert opinions and other activities of Finaservices AG for its clients, unless otherwise prescribed by law in individual cases (in particular with regard to the performance of legally prescribed auditing activities) or unless otherwise expressly agreed in writing by the parties.

1.2 These General Terms and Conditions are an integral part of the contract concluded between Finaservices AG and the client (order confirmation).

2. General content of the contract

2.1 The subject of the contract are the activities agreed in the individual case and to be carried out by Finaservices AG and not the guarantee for the occurrence of certain economic or other consequences. For this reason Finaservices AG, notwithstanding the provision of certain work results, cannot make any statements in the form of expectations, forecasts or recommendations in the sense of a guarantee regarding the occurrence of corresponding circumstances.

2.2 Deadlines shall be deemed to be general targets unless they have been expressly agreed as binding commitments.

2.3 Expert opinions, statements, presentations and the like shall only be binding upon their legally valid signature. In the case of other work results, the bind-ing nature shall be recorded in the same way in a corresponding final letter. Interim reports and preliminary work results, the draft nature of which is expressly stated or results from the circumstances, may deviate considerably from the final result and are therefore non-binding.

2.4 We are not responsible for the use or implementation of the results of our services. In all cases, the limitations imposed on Finaservices AG by laws, ordinances and rules of professional conduct of the Fiduciary Association remain reserved.

2.5 Finaservices AG may use suitable third parties to provide its services.

2.6 Subsequent changes to the content of the services shall be subject to an appropriate adjustment of the agreed fee.

3. Participation of the client

The client must provide Finaservices AG in due time with all information and documents required for the proper provision of the services without special request. Finaservices AG may assume that the documents and information provided as well as instructions given are correct and complete. Finaservices AG has no obligation to verify or confirm these.

4. Exchange of information with client

4.1 The parties undertake to maintain secrecy about all confidential information of which they become aware on the occasion of or in connection with the receipt or provision of services within the framework of the execution of the contractual relationship. All data concerning facts, methods and knowledge which, at least in their concrete application in the context of the performance of the contractual relationship, are not generally known or not publicly accessible, shall be deemed confidential. Excluded from this is the disclosure of confidential information for the necessary protection of justified own interests, insofar as the respective third parties are subject to an equivalent obligation to maintain secrecy. The obligation to maintain confidentiality shall continue to exist beyond the termination of the contractual relationship. The aforementioned obligation does not prevent Finaservices AG from executing the same or similar orders for other clients while maintaining confidentiality.

4.2 The parties may use electronic media, such as telephone and e-mail, for their communication in the course of the contractual relationship. During electronic transmission, data may be intercepted, destroyed, manipulated or otherwise adversely affected and may be lost for other reasons and arrive late or incomplete. Each party must therefore take appropriate precautions on its own responsibility to ensure error-free transmission or receipt and to detect elements that are defective in terms of content or technology.

4.3 Finaservices AG can process the information of which it becomes aware, in particular also the personal data of the clients, using IT technology or have it processed by third parties. This means that the information is also accessible to persons who perform system support and control functions as part of the processing procedure. Finaservices AG ensures that the relevant persons are also subject to the obligation to maintain confidentiality.

4.4 The parties agree that both Finaservices AG and the client determine the purpose and means of processing personal data themselves and act accordingly as independent responsible parties in terms of data protection law. Requests from data subjects or authorities that relate to the other party’s area of responsibility will be forwarded to the other party. The parties shall inform each other without delay of any security breaches in connection with data processing that recognisably affect the other party’s area of responsibility. If a party is dependent on this for the fulfilment of its data protection obligations, it shall be entitled to reasonable support from the other party.

4.5 The client releases the staff employed by Finaservices AG from the duty of confidentiality to-wards the other staff employed by Finaservices AG so that internal communication within Finaservices AG is possible without restriction.

5. Data protection

With regard to data protection, we refer to our data protection declaration, which is published on the Finaservices AG homepage: www.finaservices.swiss.

6. Property rights and rights of use

6.1 All rights to documents, products or other work results produced within the framework of the execution of the contractual relationship as well as the know-how developed or used in the process are the exclusive property of Finaservices AG, irrespective of any cooperation between Finaservices AG and the client.

6.2 Finaservices AG grants the client a non-exclusive and non-transferable right of use for his own exclusive use in perpetuity of the documents, products and other work results provided to him, including the associated know-how.

6.3 The transfer of documents, products and other work results or parts thereof as well as individual technical statements to third parties by the client is only permitted with the express written consent of Finaservices AG.

6.4 The customer shall refrain from modifying the documents provided to it by Finaservices AG, in particular the binding reporting. The same applies to products and other work results, insofar as their purpose does not consist precisely in further processing by the client.

6.5 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.

7. Fees and expenses

7.1 Finaservices AG sets its fees on the basis of hourly rates according to function level and degree of complexity.

7.2 Expenses and other outlays (e.g. for copies, postage) are not included in the fee and will be in-voiced to the client at the effective costs or rates customary in the industry, unless otherwise agreed in the order confirmation.

If Finaservices AG uses third parties to provide its services, the client undertakes, on request, to settle the fee claims and expenses incurred by these third 3.

parties directly and to indemnify Finaservices AG against any obligations entered into.

7.3 Quotations are based on estimates of the scope of the activities necessarily involved and are drawn up on the basis of the data provided by the client. Therefore, they are not binding for the final calculation of the fee. Cost estimates and other details of fees or expenses are exclusive of VAT.

7.4 Finaservices AG may demand reasonable advances on fees and expenses and issue individual or regular interim invoices for activities already per-formed and expenses already incurred. In the event of a request for an advance or the issue of an interim invoice, Finaservices AG may make the provision of further activities dependent on the full payment of the amounts claimed.

7.5 Fee invoices and statements of expenses are to be paid within 20 days to the account specified by Finaservices AG.

8. Risk and Liability

Finaservices AG carries out its activities exclusively at the client’s risk.

Finaservices AG vouches for diligent fulfilment of the order in compliance with the requirements of the profession. Finaservices AG is only liable for a deliberate or grossly negligent breach of its obligations. The fixed fee is to be reduced if Finaservices AG has carried out the order carelessly.

9. Warranty

If the production of a work within the meaning of Art. 363 of the Swiss Code of Obligations was agreed, the client is entitled to the rectification of any defects by Finaservices AG. If the rectification fails, the client may demand a reduction in price or withdrawal from the contract. Insofar as claims for damages exist beyond this, clause 8 applies.

10. Termination of the contract and its consequences

10.1 The contract may be terminated by either party at any time in writing with immediate effect or with effect from the expiry of a specified date.

10.2 In the event of ordinary termination of the con-tract, the client must pay for the services provided up to the time of termination of the contract on the basis of the effective hourly rate and the applicable hourly rates plus the expenses incurred. In addition, Finaservices AG is to be held completely harmless by the client.

11. General

11.1 This contract is subject to Swiss law.

11.2 The court responsible for the location of the head office of Finaservices AG has exclusive juris-diction for all disputes arising from this contract, unless another court has exclusive jurisdiction on the basis of mandatory statutory provisions.

Note: This General Terms and Conditions of Finaservices Ltd. are translated from the German version, which is legally binding.

Hergiswil NW/Zug/Zurich, 1st September 2023