Terms and Conditions

1. SCOPE OF APPLICATION

These General Terms and Conditions (GTC) apply to the entire business area of SwissFirma, a network of partner law firms providing legal support services for business formation and corporate operations in Switzerland (hereinafter "SwissFirma", "we", "us", or "the Company"), and to all current and future services offered by SwissFirma to its clients.

These GTC apply to any services provided by the Company directly or indirectly to the client, including but not limited to:

• Company formation and registration services
• Corporate structuring and legal advisory
• Bank account opening assistance
• Tax consulting and optimization
• Accounting and bookkeeping services
• Immigration and residence permit support
• Ongoing corporate compliance and administration
• Use of online tools (company name verification, tax calculator)

By engaging our services, requesting a consultation, or using our website tools, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Our registered office is located at Baarerstrasse 21, 6300 Zug, Switzerland.

2. SERVICES OF SWISSFIRMA

2.1 Contractual Services

A contract between SwissFirma and the client is concluded through:

• The client's acceptance of the Company's offer regarding the provision of services, either verbally, in writing, or electronically
• The client's signature on a service agreement or engagement letter
• The client's use of services offered by the Company
• Payment of an initial invoice or deposit

The subject of the offer is the consulting and legal services listed in the individual agreements, engagement letters, or the agreed scope of services as outlined in our proposals, invoices, or service descriptions.

2.2 Engagement of Third Parties

SwissFirma is entitled to engage third parties to fulfill its contractual obligations, including but not limited to:

• Partner law firms and attorneys
• Swiss notaries for document authentication
• Swiss banks for account opening procedures
• Swiss commercial register offices (Zefix)
• Tax authorities and immigration offices
• Accounting and audit firms
• Translation and courier services
• Other professional service providers as necessary

The Company ensures that all third parties engaged maintain appropriate professional standards and comply with applicable Swiss laws and regulations, including data protection requirements.

2.3 Client's Cooperation

The client must ensure that SwissFirma receives all necessary documents and information required for the contractual services in a timely manner, including but not limited to:

• Personal identification documents (passport, ID card)
• Proof of residence and address
• Business plans and financial projections
• Corporate structure documentation
• Beneficial ownership information
• Banking references and financial statements
• Tax residency certificates
• Any other documents reasonably requested by the Company, Swiss authorities, or financial institutions

The client is fully responsible for:

• The completeness and accuracy of all submitted documents and records
• The legal compliance of their business activities
• The business relevance and truthfulness of information provided
• Timely responses to requests for additional information
• Compliance with Swiss Anti-Money Laundering (AML) regulations
• Compliance with Know Your Customer (KYC) requirements

Consequences of Non-Cooperation:

If the client fails to provide the necessary cooperation, documentation, or information:

• No claims may arise against SwissFirma for services not rendered as a result
• The Company may suspend the provision of services without liability
• The Company may make the continuation of the mandate conditional on receiving the required information and documents
• Delays caused by the client's failure to cooperate will not extend any deadlines or timelines for which SwissFirma is responsible
• The Company reserves the right to terminate the contract in accordance with Section 6

3. SCOPE OF SERVICES

3.1 Service Offerings

SwissFirma generally offers clients a selection of services, which are described on the Company's website at https://swissfirma.com and may include:

Company Formation Services:

• Company name verification and reservation
• Preparation of articles of association and corporate documents
• Coordination with Swiss notaries for authentication
• Registration with Swiss commercial register (Zefix)
• UID number registration
• VAT registration (where applicable)
• Share capital deposit coordination

Banking and Financial Services:

• Bank account opening assistance with Swiss banks
• Multi-currency account setup
• Payment gateway integration support
• Swiss QR-bill implementation

Tax Services:

• Tax optimization consulting
• Cantonal tax comparison and planning
• Corporate tax return preparation
• VAT compliance and filing
• Double taxation treaty advisory
• Use of online tax calculator tool

Immigration Services:

• Residence permit application support
• Work permit coordination
• Visa advisory services
• Relocation assistance

Ongoing Corporate Services:

• Registered office (domicile) services
• Mail handling and forwarding
• Accounting and bookkeeping
• Annual financial statement preparation
• Audit coordination
• Corporate governance advisory
• Compliance monitoring

Online Tools:

• Company name verification tool
• Swiss tax calculator
• Cost estimation tools

3.2 Power of Attorney and Representation

By engaging SwissFirma's services, the client grants the Company and its employees, partner attorneys, and authorized representatives a power of attorney to:

• Receive mail and official notifications of all kinds on behalf of the client
• Represent the client before Swiss authorities (commercial register, tax authorities, immigration offices)
• Sign documents on behalf of the client where explicitly authorized
• Communicate with banks, notaries, and other service providers
• Perform administrative acts necessary for the provision of services

The scope and limitations of such power of attorney shall be defined in the individual service agreement or engagement letter.

3.3 Additional Services

Significant efforts undertaken on behalf of the client that fall outside the agreed scope of services are subject to separate agreement and are billed on an hourly basis or fixed-fee basis as listed in our price list or as quoted to the client.

Examples of additional services may include:

• Complex tax structuring beyond standard advisory
• Litigation support or dispute resolution
• Extraordinary corporate transactions
• Emergency or rush services
• Extensive document translation
• Multiple revisions beyond standard scope

3.4 Marketing Communications

SwissFirma may inform the client, within legal limits and subject to consent requirements, about:

• Additional offers and services from the Company
• Services from partner law firms and professional service providers
• Updates to Swiss regulations affecting the client's business
• Educational content and resources
• Events, webinars, and consultations

Clients may opt out of marketing communications at any time by contacting us at +41 44 51 52 591 or using the unsubscribe mechanism in our communications.

4. LIABILITY

4.1 Limitation of Liability

No Additional Rights:
No additional rights (beyond those expressly granted in the service agreement) may be derived in favor of the client from the provision of services by SwissFirma.

Client's Liability:
The client assumes full liability for any direct or indirect damages incurred by SwissFirma, its partner law firms, employees, or affiliated companies resulting from:

• The implementation of agreed services based on client instructions
• Inaccurate, incomplete, or false information provided by the client
• The client's failure to comply with Swiss laws and regulations
• The client's business activities or conduct
• Third-party claims arising from the client's actions or omissions

Company's Limitation of Liability:
SwissFirma assumes no responsibility or liability (whether direct or indirect) for:

• Damages caused by the client's own actions or omissions
• Decisions made by Swiss authorities (commercial register, tax authorities, immigration offices, banks)
• Delays or rejections by third parties beyond the Company's control
• Changes in Swiss laws or regulations
• Economic losses resulting from business decisions made by the client
• Indirect, consequential, or punitive damages

Professional Standards:
SwissFirma commits to providing services with due professional care and in accordance with Swiss professional standards for legal and consulting services. However, the Company does not guarantee specific outcomes, approvals, or results, as many aspects depend on decisions by independent Swiss authorities and financial institutions.

4.2 No Endorsement

The provision of agreed services in no way implies:

• Affiliation with the client's business
• Endorsement or approval of the client's business model or activities
• Support for any specific business decisions
• Investigation, confirmation, or supervision of the client's business activities by SwissFirma
• Assumption of fiduciary duties beyond those expressly agreed in writing

4.3 Indemnification

The client agrees to indemnify, defend, and hold harmless SwissFirma, its partner law firms, employees, agents, and affiliated companies from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• The client's breach of these Terms and Conditions
• The client's violation of any law or regulation
• Third-party claims related to the client's business activities
• Inaccurate or false information provided by the client
• The client's failure to comply with Swiss AML/KYC requirements

4.4 Force Majeure

SwissFirma shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, epidemics, pandemics
• War, terrorism, civil unrest, strikes, labor disputes
• Government actions, regulatory changes, sanctions
• Failure of telecommunications or internet infrastructure
• Banking system disruptions
• Actions or inactions of Swiss authorities or third-party service providers

5. PRICES AND PAYMENT TERMS

5.1 Service Fees

For the provision of agreed services, the client must pay SwissFirma according to the terms specified in:

• The individual service agreement or engagement letter
• The invoice issued by the Company
• The price list published on our website (subject to change)

Advance Payment:
Unless otherwise agreed in writing, payment for services is required in advance before commencement of work. This is particularly applicable to:

• Company formation services
• Initial consultations and assessments
• Government filing fees and official charges
• Third-party costs (notary fees, commercial register fees, translation costs)

5.2 Currency and VAT

Unless otherwise indicated:

• All prices are quoted in Swiss Francs (CHF)
• Prices are exclusive of Swiss Value Added Tax (VAT), which will be added where applicable at the prevailing rate (currently 8.1% standard rate)
• International clients may be subject to different VAT treatment based on their location

5.3 Payment Terms

Standard Payment Terms:

• Payment is due within 7 (seven) calendar days from the invoice date, unless otherwise agreed with the client
• Payment must be made by bank transfer to the account specified on the invoice
• Payment is considered received when funds are credited to SwissFirma's account

Payment Methods Accepted:

• Bank transfer (SWIFT/SEPA)
• Credit card (where available, subject to processing fees)
• Other methods as mutually agreed in writing

5.4 Late Payment and Default

Consequences of Late Payment:

In case of default in payment, SwissFirma may:

• Suspend the provision of services immediately without prior notice
• Withhold delivery of completed documents or work product
• Refuse to proceed with filings or registrations with Swiss authorities
• Terminate the contract in accordance with Section 6
• Take legal action to recover outstanding amounts

The client is not entitled to any compensation for service suspension or delays resulting from their payment default.

Default Interest and Collection Costs:

If the client defaults on a monetary debt:

• The client owes default interest at the rate of 5% (five percent) per annum from the due date until full payment
• The client must reimburse all collection costs, including but not limited to:
  • Legal fees and attorney costs
  • Collection agency fees
  • Court costs and administrative expenses
  • Third-party recovery costs

5.5 Third-Party Collection

SwissFirma may authorize a third party (collection agency, law firm, or debt purchaser) to collect outstanding payments or may sell the claims to a third party in Switzerland or abroad. The client consents to such transfer of claims and waives any objection to such collection efforts.

5.6 Reimbursement of Expenses

In addition to service fees, the client is responsible for reimbursing all reasonable out-of-pocket expenses incurred by SwissFirma on the client's behalf, including but not limited to:

• Swiss commercial register fees
• Notary fees and authentication costs
• Translation and legalization expenses
• Courier and delivery charges
• Travel expenses (where pre-approved)
• Government filing fees
• Bank charges
• Third-party professional fees

Such expenses will be invoiced separately or included in the service fee invoice with appropriate documentation.

6. COMMENCEMENT, DURATION, AND TERMINATION OF THE CONTRACT

6.1 Contract Formation

Contracts between SwissFirma and the client come into force upon:

• Bilateral signature of a service agreement or engagement letter, AND
• Receipt of payment on the first invoice or deposit

Electronic signatures and digital acceptance (e.g., via email confirmation or online form submission) are considered valid and binding.

6.2 Contract Duration

Unless otherwise specified in the individual service agreement:

• Project-based services (e.g., company formation) are completed upon delivery of all agreed deliverables
• Ongoing services (e.g., registered office, accounting) are provided on an annual basis and automatically renew unless terminated in writing

6.3 Automatic Renewal

For ongoing services, the contract is automatically renewed for successive one-year periods unless terminated in writing by either the client or SwissFirma. The respective notice periods stated in the individual service agreement apply.

Standard Notice Period:
Unless otherwise agreed, either party may terminate ongoing services with 3 (three) months' written notice before the end of the current contract period.

6.4 Price and Service Changes

SwissFirma reserves the right to inform the client via email, telephone, or written notice about future changes in:

• Service prices and fees
• Scope of services
• Terms and conditions

Client's Right to Object:
Price changes or modifications to services are deemed accepted unless the client objects in writing within 30 (thirty) days of notification. Such changes will only take effect at the next contract renewal.

If the client objects to price increases or service changes, the contract will continue under existing terms until the next scheduled renewal, at which point either party may terminate the agreement.

6.5 Termination by SwissFirma

Termination for Payment Default:
The Company is entitled to terminate the contract without incurring damages or liability if the client is in arrears with payment for more than 30 (thirty) calendar days.

Termination for Cause:
SwissFirma may terminate the contract immediately without notice and without refund under the following circumstances:

• The client conducts unfair, illegal, or fraudulent business practices
• The client engages in activities that could damage the reputation of SwissFirma or its partner law firms
• The client provides false, misleading, or fraudulent information
• The client fails to comply with Swiss AML/KYC requirements
• The client breaches any material term of these Terms and Conditions
• The client's business activities pose legal, regulatory, or reputational risks
• Swiss authorities reject or revoke approvals, registrations, or permits due to the client's conduct

No Refund for Cause Termination:
In cases of termination for cause, there is no entitlement to a reduction or refund of fees due or already paid.

6.6 Effects of Termination

Registered Office Services:
In the event of contract termination for registered office (domicile) services:

• SwissFirma and its partner companies are entitled to notify the relevant Swiss commercial register (Zefix) of the dissolution of the client's registered office at the domiciliary address
• The client must immediately register a new office location to avoid deregistration
• Failure to provide a new registered address may result in company deregistration by Swiss authorities

Outstanding Obligations:
Upon termination:

• The client remains liable for all fees and expenses incurred up to the termination date
• SwissFirma will provide a final invoice for services rendered and expenses incurred
• The client must collect or arrange for forwarding of any documents or correspondence held by the Company
• SwissFirma may retain documents until all outstanding fees are paid in full

Transition Assistance:
Upon reasonable request and subject to payment of fees, SwissFirma will provide reasonable transition assistance to facilitate the client's transfer to alternative service providers.

7. DATA PROTECTION PROVISIONS

7.1 Data Collection and Processing

SwissFirma collects, stores, and processes personal data and business information that is:

• Required to fulfill the contractual services
• Necessary to comply with Swiss legal and regulatory obligations (including AML/KYC requirements)
• Used to log the services provided
• Required for billing and invoicing purposes
• Used for client relationship management
• Necessary for communication and service delivery

7.2 Legal Basis and Compliance

The collection, storage, and processing of data are carried out in accordance with:

• Swiss Federal Act on Data Protection (FADP)
• General Data Protection Regulation (EU) 2016/679 (GDPR), where applicable
• Swiss banking secrecy and financial regulations
• Swiss Anti-Money Laundering laws
• Other applicable Swiss and international data protection regulations

7.3 Data Sharing

SwissFirma may share client data with:

• Partner law firms and professional service providers engaged to fulfill contractual obligations
• Swiss authorities (commercial register, tax authorities, immigration offices) as required by law
• Swiss banks and financial institutions for account opening and banking services
• Swiss notaries for document authentication
• Third-party service providers (accounting firms, auditors, translators) as necessary
• Collection agencies or legal counsel in case of payment default

All data sharing is conducted in compliance with applicable data protection laws and, where required, under appropriate data protection agreements.

7.4 Data Security

SwissFirma implements appropriate technical and organizational measures to protect personal data against:

• Unauthorized access or disclosure
• Accidental loss or destruction
• Unlawful processing or use
• Alteration or damage

7.5 Data Retention

Personal data and business information will be retained for:

• The duration of the contractual relationship
• Any period required by Swiss law (typically 10 years for commercial documents under Swiss Code of Obligations)
• Any period necessary to defend legal claims or comply with regulatory investigations

7.6 Client Rights

The client has the right to:

• Access: Request access to personal data held by SwissFirma
• Rectification: Request correction of inaccurate or incomplete data
• Erasure: Request deletion of personal data, subject to legal retention requirements
• Restriction: Request limitation of data processing in certain circumstances
• Portability: Receive personal data in a structured, machine-readable format
• Objection: Object to certain types of data processing

To exercise these rights, please contact us at +41 44 51 52 591 or Baarerstrasse 21, 6300 Zug, Switzerland.

Important Note:
Deletion of data may not be possible where Swiss law requires retention (e.g., 10-year retention for accounting documents) or where data is necessary for the establishment, exercise, or defense of legal claims.

7.7 Privacy Policy

For more detailed information about how SwissFirma handles personal data, please refer to our Privacy Policy available on our website at https://swissfirma.com/privacy-policy/.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Work Product

Unless otherwise agreed in writing:

• All documents, templates, and materials created specifically for the client as part of the agreed services become the property of the client upon full payment of all fees
• Generic templates, tools, methodologies, and know-how developed or used by SwissFirma remain the property of the Company
• The client receives a non-exclusive, non-transferable license to use materials provided by SwissFirma solely for their intended business purposes

8.2 SwissFirma Intellectual Property

The client acknowledges that:

• The SwissFirma website, online tools (name checker, tax calculator), branding, and content are protected by intellectual property rights
• The client may not copy, reproduce, distribute, or create derivative works based on SwissFirma's intellectual property without prior written consent
• Any feedback, suggestions, or ideas provided by the client regarding our services may be used by SwissFirma without compensation or attribution

9. CONFIDENTIALITY

9.1 Mutual Confidentiality

Both SwissFirma and the client agree to:

• Treat all information exchanged during the business relationship as confidential
• Not disclose confidential information to third parties without prior written consent, except as required by law or to fulfill contractual obligations
• Use confidential information solely for the purposes of the business relationship

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available or becomes publicly available through no breach of this agreement
• Was known to the receiving party prior to disclosure
• Is independently developed by the receiving party
• Must be disclosed to comply with legal or regulatory requirements

9.3 Professional Secrecy

SwissFirma and its partner law firms are subject to Swiss professional secrecy obligations (attorney-client privilege) and will maintain confidentiality in accordance with Swiss professional standards.

10. DISPUTE RESOLUTION

10.1 Governing Law

This agreement and all contractual relationships between SwissFirma and the client are governed exclusively by Swiss substantive law, without regard to its conflict of law provisions.

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

10.2 Jurisdiction

The parties agree that the ordinary courts at the registered office of SwissFirma in Zug, Switzerland shall have exclusive jurisdiction over any disputes arising from or relating to this agreement or the services provided.

Notwithstanding the above, SwissFirma reserves the right to bring proceedings in any other competent jurisdiction, particularly for debt collection purposes.

10.3 Amicable Resolution

Before initiating formal legal proceedings, the parties agree to make a good faith effort to resolve any disputes through:

• Direct negotiation between the parties
• Mediation, if mutually agreed
• Other alternative dispute resolution mechanisms

11. MISCELLANEOUS

11.1 Entire Agreement

These General Terms and Conditions, together with any individual service agreement or engagement letter, constitute the entire agreement between SwissFirma and the client and supersede all prior negotiations, representations, and agreements, whether written or oral.

11.2 Amendments to These Terms

SwissFirma reserves the right to amend these General Terms and Conditions at any time. Any changes will be:

• Published on the Company's website with an updated effective date
• Communicated to existing clients via email or other appropriate means at least 30 (thirty) days before taking effect

Client's Right to Object:
Changes are deemed accepted unless the client objects in writing within 30 (thirty) days of notification. In the event of an objection to changes, the contract with the objecting client will continue under the previous terms until the next renewal, at which point either party may terminate the agreement.

11.3 Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable:

• The validity of the remaining provisions remains unaffected
• The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic or contractual purpose of the original provision

11.4 Waiver

The failure of SwissFirma to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of SwissFirma.

11.5 Assignment

The client may not assign, transfer, or delegate their rights or obligations under this agreement without the prior written consent of SwissFirma.

SwissFirma may assign, transfer, or delegate its rights or obligations to any affiliated entity, partner law firm, or successor in interest without the client's consent.

11.6 Written Form

Any amendments, supplements, or modifications to these Terms and Conditions or individual service agreements must be made in writing to be valid. Electronic communications (email) signed or confirmed by both parties satisfy the written form requirement.

11.7 Language

These Terms and Conditions are drafted in English. In case of translation into other languages, the English version shall prevail in case of any discrepancies or disputes.

11.8 Survival

The following provisions shall survive termination of the contract:

• Payment obligations (Section 5)
• Liability and indemnification (Section 4)
• Confidentiality (Section 9)
• Data protection (Section 7)
• Dispute resolution (Section 10)
• Any other provisions that by their nature should survive termination

11.9 Notices

All notices, requests, and other communications required or permitted under these Terms and Conditions shall be in writing and shall be deemed given when:

• Delivered personally
• Sent by registered mail to the address specified in the service agreement
• Sent by email to the email address provided by the recipient
• Delivered via any other method acknowledged in writing by the recipient

Contact Information for SwissFirma:
Baarerstrasse 21
6300 Zug
Switzerland
Phone: +41 44 51 52 591

11.10 Independent Contractors

SwissFirma and the client are independent contractors. Nothing in these Terms and Conditions creates a partnership, joint venture, employment, or agency relationship between the parties.

11.11 Third-Party Rights

These Terms and Conditions are for the benefit of SwissFirma and the client only. No third party has any right to enforce any provision of these Terms and Conditions.

11.12 Deviations from Standard Terms

The parties may agree in writing to deviate from these General Terms and Conditions. Any such written agreement shall take precedence over these GTC to the extent of the deviation. In all other respects, these GTC remain in full force and effect.

12. ACCEPTANCE OF TERMS

By engaging SwissFirma's services, signing a service agreement, making a payment, or using our website tools, you acknowledge that you have read, understood, and agree to be bound by these General Terms and Conditions.

If you do not agree to these Terms and Conditions, you must not use our services or website.

For questions about these Terms and Conditions, please contact us:

SwissFirma
Baarerstrasse 21
6300 Zug
Switzerland

Phone: +41 44 51 52 591
Office Hours: Monday - Friday, 9:00 AM - 6:00 PM (CET)