General Terms and Conditions (GTC)
Scope
These General Terms and Conditions (GTC) apply to the provision of accounting, fiduciary, tax and consulting services by capitare ag to its clients, unless otherwise agreed in writing or required by law.
By placing an order with capitare ag, the client confirms to have read, understood and fully accepted these GTC in detail.
General content of the contract
The scope of services to be rendered by capitare ag shall be determined by the order placed, usually within the framework of a written or verbal mandate agreement, as well as by the client's implied conduct.
The subject matter of the contract shall be the activities agreed upon in the individual case and to be performed by capitare ag and not a guarantee for the occurrence of certain economic or other consequences/results. For this reason, capitare ag cannot make any statements in the form of expectations, forecasts or recommendations in the sense of a guarantee of success with regard to the occurrence of corresponding circumstances, notwithstanding the provision of certain work results.
capitare ag acts exclusively according to the instructions of the client. It is not obliged to act on its own initiative without instructions from the client. In urgent cases and if the client cannot be reached, capitare ag may take measures on its own initiative, whereby it shall protect the presumed interests of the client to the best possible extent.
The assignment shall be carried out in accordance with the principles of proper professional practice and in compliance with the professional and ethical rules applicable on a case-by-case basis.
Deadlines given by capitare ag for the provision of services shall be considered as general targets, unless they have been expressly agreed upon as a binding assurance in the sense of an expiry date. Official deadlines which can no longer be extended and which capitare ag has been commissioned to meet shall be considered as expiry date, provided that capitare ag is in possession of all necessary information and instructions for the corresponding entry. If there is no expiry date, the default of performance of the agent due to missed deadlines shall only occur after a single reminder and the setting of a reasonable grace period.
Reports, expert opinions, statements, presentations and the like shall only be binding upon their legally valid signature. In the case of other work results, the binding nature shall be recorded in the same way in a corresponding final letter. Verbal communications, interim reports and preliminary work results whose draft character is expressly recorded or results from the circumstances may deviate considerably from the final result and are therefore non-binding.
Subsequent changes to the scope of services shall be subject to an appropriate adjustment of any agreed flat fee or cost ceiling. Unless otherwise expressly agreed, the adjustment shall be made in accordance with the effective additional time spent.
If an order is placed with capitare ag, it shall in principle only be deemed accepted when capitare ag confirms it.
Cooperation of the customer
The client shall ensure that capitare ag is provided in a timely manner with all necessary instructions, documentation and information for the proper fulfillment of the order. This documentation and information obligation shall apply for the entire duration of the order. As far as capitare ag does not have the necessary instructions, documents and information available in time, liability for the proper fulfillment of the order (as far as conceivable) is excluded.
capitare ag assumes that the information, receipts, documents and instructions provided are complete and correct and the client undertakes to confirm this in writing at any time if required.
Documents and information provided are not checked for accuracy by capitare ag. Any written agreements to the contrary remain reserved.
If the client provides the documents late or incomplete (e.g. unorganized accounting documents and vouchers), capitare ag is entitled to charge the additional expenses according to agreed or usual rates.
Supplementary provisions for accounting, fiduciary, tax and consulting services
capitare ag is authorized to assume that the facts stated by the client, in particular figures and background information on business transactions, but also information on the beneficial ownership of assets and on the correct declaration of assets for tax purposes, are correct and complete when advising on individual matters as well as in the case of permanent advice or implementation mandates. In the absence of any communication to the contrary by the client, capitare ag shall be entitled to assume that the client is the beneficial owner of the assets with which capitare ag deals on its behalf and that all such assets have been declared correctly for tax purposes in the past.
The consulting assignment shall not include the actions required to meet deadlines, unless this is expressly agreed upon in writing between the parties. In this case, the client shall provide capitare ag with all instructions, documents and information essential for the observance of deadlines in due time, so that capitare ag has a reasonable processing time.
Information exchange
The parties undertake to maintain secrecy about all confidential information and documents which they receive in connection with the provision of services within the framework of the contractual relationships. Confidential is defined as all data concerning facts, methods and knowledge which are not obvious to third parties, not generally known or publicly accessible. The obligation to maintain confidentiality shall survive the termination of the contractual relationship. Excepted from this is information for which the client consents to disclosure or which is generally accessible independently of the contract. The parties may disclose information insofar as they are obliged to do so by law, regulatory provisions or official orders. Information from the contractual relationship may also be disclosed to the extent necessary 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 shall be responsible for the security of their electronic communication and shall take appropriate security precautions for this purpose. The parties are aware that a residual risk remains with regard to security against viruses, as well as timely, error-free, complete and confidential transmission. If the customer requires special security precautions such as password protection and encryption, this must be expressly stated in a written contract.
capitare ag may also have the information of which it becomes aware, in particular also personal data, processed by third parties (right of substitution/subcontracting). In doing so, capitare ag shall ensure that the relevant persons are carefully selected, instructed and supervised. In particular, capitare ag shall ensure that the respective persons are obligated to maintain confidentiality to the same extent as capitare ag and are aware of the other obligations of the subcontractor towards the client to the extent necessary for the purpose of correct performance.
Property rights and rights of use
capitare ag shall be exclusively entitled to all industrial property rights such as intellectual property rights and license rights to the work results, findings, developed or used know-how created by capitare ag within the scope of the contractual relationship. The same shall apply to documents and products created by capitare ag within the scope of the contractual relationship.
The client shall be entitled to a non-exclusive, permanent and non-transferable right of use for the exclusive purpose of personal use of the work results created for him by capitare ag and handed over to him. The same shall apply to documents and products provided to the client by capitare ag.
The passing on of work results, documents or of products as well as of technical statements of capitare ag to third parties by the client is only permitted with the written consent of capitare ag.
The making of changes by the client to documents, products and other work results of capitare ag outside of the client's own use shall not be permitted without the corresponding express consent of capitare ag. Exceptions to this are modifications of documents, products and other work results of capitare ag, the purpose of which is further processing by the client.
References to contractual relationships between the parties, in particular in the context of advertising or as a reference, are only permitted with the mutual consent of both parties.
Without prior written consent of capitare ag, the client may not name, reproduce or otherwise use the name or logo of capitare ag.
Right of rectification
If a work result produced by capitare ag does not meet the client's expressly specified requirements, capitare ag shall be given the opportunity to rectify the situation free of charge within a reasonable period of grace. A possible right to reduce the fee shall only arise if the rectification within the period was unsuccessful for reasons for which capitare ag is responsible.
Fee and expenses
Unless otherwise expressly agreed, all activities of capitare ag shall generally be invoiced on the basis of time spent in an hourly fee of at least 15 minutes or on the basis of other objective criteria.
It is incumbent upon the client to request an indicative quote from capitare ag. If this is omitted, capitare ag shall be remunerated for the scope of services rendered within the scope of the invoice issued.
The applicable fee rate is determined by the level of difficulty, importance and responsibility associated with the assignment, as well as the function level of the clerk.
In addition to the fee claim, capitare ag is entitled to reimbursement of expenses, other outlays and third-party fees incurred.
Cost estimates are based on the estimation of the work that will necessarily be required in the future as part of the task. The starting point of such estimates is the information provided by the customer. Consequently, such estimates are not binding for the final calculation of the fee. Cost estimates and other indications of fees or expenses are exclusive of value added tax and, unless expressly stated otherwise, in CHF.
capitare ag may request reasonable advances on fees and expenses as well as issue individual or regular interim invoices for activities already performed and expenses already incurred. In the event of a request for an advance or the issuance of an interim invoice, it may make the performance of further activities dependent on the full payment of the amounts claimed.
The client may only set off counterclaims against capitare ag's claims for fees and expenses if these are undisputed or have been legally established by a court of law. Necessary or by the client requested subsequent changes to the service content lead to an appropriate adjustment of the fee.
Invoices are to be paid without deduction within 30 days to the account specified by capitare ag. From the first request for payment and the associated increased manual effort, an appropriate handling fee may be charged which is as follows:
1. payment reminder: CHF 10.-
2nd payment reminder: CHF 20.-
Enforcement: CHF 180.-
Default interest is 5%
As a consulting firm, capitare ag may also receive services from third parties in connection with a brokerage activity, in particular from financial institutions such as insurance companies and banks, which constitute components of an appropriate fee for capitare ag's activity for the client. The client waives this claim or crediting of the fees paid to capitare ag.
Liability
Liability for slight negligence is excluded. capitare ag is generally liable for the same care as the employee in the employment relationship (Art. 398 para. 1 CO). Apart from the liability for proper selection, instruction and supervision, capitare ag shall not be liable for acts of third parties engaged by it for the performance of the contract.
If the client's conduct is partly responsible for the damage incurred, capitare ag shall be exempt from liability. Partly responsible behavior is considered to be incomplete, contradictory or delayed information and documentation (list not exhaustive). Any direct liability of capitare ag employees is excluded to the extent permitted by law. Employees of capitare ag may independently invoke this exclusion of liability even after they have ceased to work for capitare ag.
If tax representation has been agreed with the client, capitare ag shall process all inquiries from third parties, in particular from the tax authorities. The client shall be charged for the time and effort involved at the hourly rate. If the client explicitly does not wish this, he has to inform capitare ag immediately. In this case capitare ag declines any liability for the damage incurred by the client.
Termination of the contract and its consequences
The contract ends by fulfillment of the agreed services, by expiration of the agreed term or by revocation.
An order concluded for an indefinite period may be revoked by either party at any time in writing and with immediate effect. Subject to these provisions on termination at any time pursuant to Art. 404 CO, the parties agree on a notice period of 3 months, in each case to the end of the month, in the mutual interest of sufficient reaction time.
In the event of revocation or termination by the customer, the services rendered up to the time of termination of the contract shall be remunerated. The services rendered are to be paid on the basis of the effective hourly expenditure and the applicable hourly rates plus the expenses incurred. capitare ag shall be fully indemnified by the client.
In case of revocation of the contract by capitare ag, in order to avoid damages to the client, in any case those actions are still to be carried out which are reasonable and do not tolerate any delay.
In the event of untimely revocation, the revoking party undertakes to compensate the other party for the damage it suffers as a result of the untimely termination of the contractual relationship.
Retention and issuance of work results and manual files
capitare ag shall keep the hand files for a period of ten years after termination of the assignment. However, this obligation shall expire before the end of this period if capitare ag has requested the client in writing to collect the hand files and the client has not complied with this request within six months of receiving them. After the expiration of ten years, capitare ag shall be entitled to destroy the files.
Hand files include all documents that capitare ag has received from or on behalf of the client in the course of its contractual activities.
Retention and release of electronic files
capitare ag shall store and archive electronic files for a maximum of ten years. However, this obligation shall expire before the end of this period if capitare ag has requested the client in writing to collect the electronic data on a cloud and the client has not complied with this request within six months of receiving it.
Changes service offer
Changes of the service offer, the fee basis, this and further agreements are reserved. Clients will be informed about changes of this kind in time, but it is up to the client to ask for an offer from capitare ag otherwise the provided fee will be accepted. Changes are considered approved and newly agreed upon if the client continues to use the services of capitare ag.
Severability clause
Should these regulations or parts thereof be invalid, this shall not affect the validity of the remaining regulations. The invalid provision shall be replaced by a provision that comes as close as possible to its economic meaning.
Applicable law and place of jurisdiction
This contract is 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 capitare ag as shown in the commercial register.
DATA PROTECTION (DS)
Our web address is: https://capitare.ch
We attach great importance to the fact that we adhere to the Swiss Data Protection Act with regard to data collection and utilization and refer to the DSG in this regard. Anyone who moves around on the Internet leaves traces. We do not systematically collect or store data. However, third parties such as Google Analytics or Adobe collect visitor data and make it available to us for analyses in anonymized form.
Accordingly, this website uses Google Analytics, a web analytics service provided by Google, Inc ("Google"). Google Analytics uses "cookies", which are text files placed on your computer, to help the website analyze how users use the site. The information generated by the cookie about your use of this website is usually transmitted to a Google server in the USA and stored there.
In the event that IP anonymization is activated on this website, however, your IP address will be truncated beforehand by Google within member states of the European Union or in other contracting states to the Agreement on the European Economic Area. Only in exceptional cases will the full IP address be transmitted to a Google server in the USA and shortened there. On behalf of the operator of this website, Google will use this information for the purpose of evaluating your use of the website, compiling reports on website activity and providing other services relating to website activity and internet usage to the website operator. The IP address transmitted by your browser as part of Google Analytics will not be merged with other data from Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however please note that if you do this you may not be able to use the full functionality of this website. You can also prevent the collection of data generated by the cookie and related to your use of the website (including your IP address) to Google and the processing of this data by Google by downloading and installing the browser plugin available at the following link: http://tools.google.com/dlpage/gaoptout?hl=de.
You can prevent the collection by Google Analytics by adjusting the cookie settings for your website.
For more information on terms of use and data protection, please see the Google Analytics Terms and Conditions or the Google Analytics Overview.
If you have any further questions about data protection, please contact us directly at 041 531 50 59 or info@capitare.ch and we will clarify your question directly up to date. Because what applies today is already yesterday tomorrow.