General Terms & Conditions

S.W.I.S. Group GmbH provides strategic business consulting, company formation and operational support, legal and compliance advisory, bookkeeping and accounting services, IT security consulting, and shared office space services (collectively, the \"Services\") to clients in accordance with these Terms and any applicable service agreements.

The specific scope of Services will be defined in individual service agreements, statements of work, or engagement letters entered into between S.W.I.S. Group GmbH and the client. In the event of any conflict between these Terms and a specific service agreement, the specific service agreement shall prevail.

The following service-specific terms apply where relevant:

• Company Formation & Operations: Services include incorporation, registered office provision, interim executive functions (CFO, COO), and operational support. S.W.I.S. Group GmbH acts solely as a service provider and does not assume directorial liability unless explicitly agreed in writing.
• Legal & Compliance Advisory: Services are provided for informational and operational support purposes. S.W.I.S. Group GmbH is not a law firm; where legal representation is required, the client shall engage qualified legal counsel independently.
• Bookkeeping & Accounting: Services are performed in accordance with applicable Swiss law (Obligationenrecht) and applicable MWST/VAT regulations. The client remains solely responsible for the accuracy and completeness of underlying source documents provided to S.W.I.S. Group GmbH.
• IT Security Consulting: Recommendations and assessments are provided on a best-efforts basis based on information available at the time of engagement. S.W.I.S. Group GmbH does not warrant that any security measure will prevent all breaches or vulnerabilities.
• Tax Representation: S.W.I.S. Group GmbH acts as fiscal representative with the Swiss Federal Tax Administration (ESTV) solely to the extent mandated in the applicable service agreement. The client remains responsible for the accuracy of all underlying data submitted.
• Shared Office Space (Reiffergässli 4, 6300 Zug): Use of office space, legal seat/domicile address, meeting rooms, and associated infrastructure is subject to the specific office space agreement and applicable house rules. S.W.I.S. Group GmbH reserves the right to modify infrastructure provisions with reasonable prior notice.

In order for S.W.I.S. Group GmbH to perform the Services effectively, clients agree to:

• Provide accurate, complete, and timely information and documentation necessary for the provision of Services;
• Cooperate fully with S.W.I.S. Group GmbH and any designated representatives in the performance of Services;
• Pay all fees and expenses in accordance with the agreed terms and any applicable service agreement;
• Comply with all applicable Swiss and international laws, regulations, and professional standards relevant to their business activities;
• Maintain the confidentiality of any proprietary methodologies, reports, or materials received from S.W.I.S. Group GmbH;
• Promptly notify S.W.I.S. Group GmbH of any material change in their circumstances, legal status, or business activities that may affect the Services;
• Where office space is provided: comply with all house rules, maintain the premises in good order, and respect the shared working environment of other occupants.

Fees for Services will be as agreed in the applicable service agreement, quotation, or engagement letter. Unless otherwise specified in writing, all fees are due and payable within 30 days of the invoice date.

All fees are exclusive of Swiss Value Added Tax (MWST/TVA) and any other applicable taxes or duties, which shall be borne by the client.

In the event of non-payment of outstanding fees following written notice, S.W.I.S. Group GmbH reserves the right to:

• Suspend the provision of Services until outstanding amounts are settled in full;
• Charge interest on overdue amounts at the statutory rate under Swiss law (Art. 104 OR), unless a different rate is agreed in writing;
• Terminate the engagement in accordance with Section 8 of these Terms.

Expenses reasonably incurred in the performance of Services (such as notarial fees, official registration charges, or third-party disbursements) will be charged to the client at cost unless otherwise agreed.

All intellectual property rights in materials, methodologies, templates, frameworks, and deliverables created by S.W.I.S. Group GmbH in the course of providing Services remain the sole property of S.W.I.S. Group GmbH, except as otherwise explicitly agreed in writing.

Upon full payment of applicable fees, the client is granted a non-exclusive, non-transferable licence to use deliverables specifically created for the client for their intended internal business purposes, subject to these Terms.

The client may not reproduce, distribute, modify, or sublicense any deliverable or proprietary material without the prior written consent of S.W.I.S. Group GmbH.

Both parties acknowledge that in the course of an engagement, each may have access to confidential information of the other party, including but not limited to business strategies, financial data, client lists, technical information, and internal processes (\"Confidential Information\").

Each party agrees to:

• Maintain the strict confidentiality of all Confidential Information received from the other party;
• Use Confidential Information solely for the purposes of the engagement;
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except where required by applicable law or a competent regulatory authority.

Information that is in the public domain, independently developed by the receiving party, or received from a third party without restriction shall not be subject to these confidentiality obligations.

To the maximum extent permitted by applicable Swiss law, the total aggregate liability of S.W.I.S. Group GmbH for any and all claims arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by the client for the specific Services giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.

In no event shall S.W.I.S. Group GmbH be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business, or loss of anticipated savings, whether arising in contract, tort, or otherwise, even if S.W.I.S. Group GmbH has been advised of the possibility of such damages.

Nothing in these Terms shall limit or exclude liability for fraud, wilful misconduct, or any other liability that cannot be excluded under mandatory Swiss law.

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay results from circumstances beyond that party's reasonable control (\"Force Majeure Event\"), including but not limited to acts of God, natural disasters, pandemic, war, acts of terrorism, civil unrest, government actions, regulatory interventions, strikes or labour disputes, or failure of telecommunications or internet infrastructure.

The party affected by a Force Majeure Event shall:

• Notify the other party in writing as soon as reasonably practicable after the occurrence of the Force Majeure Event;
• Use all reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable;
• Keep the other party regularly informed of the status and expected duration of the Force Majeure Event.

If a Force Majeure Event continues for a period in excess of sixty (60) days, either party may terminate the affected engagement by providing written notice to the other party without further liability.

Either party may terminate an engagement by providing written notice as specified in the applicable service agreement. In the absence of a specific notice period, a notice period of thirty (30) days shall apply.

S.W.I.S. Group GmbH may terminate an engagement with immediate effect upon written notice if:

• The client fails to pay any outstanding fees following a written payment reminder;
• The client materially breaches any provision of these Terms or the applicable service agreement and fails to remedy such breach within ten (10) business days of written notice;
• The client becomes insolvent, enters into liquidation, or is subject to any analogous proceedings under applicable law;
• Continuation of the engagement would cause S.W.I.S. Group GmbH to be in breach of any applicable law or professional obligation.

Termination does not relieve either party of any obligations accrued prior to the effective date of termination, including the client's obligation to pay for Services rendered up to that date.

These Terms and any disputes arising out of or in connection with them, including any non-contractual obligations, shall be governed by and construed exclusively in accordance with the substantive laws of Switzerland, without regard to its conflict of law principles.

The parties agree that the courts of the Canton of Zug, Switzerland shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the Services. S.W.I.S. Group GmbH also reserves the right to bring proceedings against the client before the competent courts of the client's place of domicile or business.

These Terms may only be amended by written agreement signed by both parties, or by S.W.I.S. Group GmbH with reasonable prior notice to the client.

S.W.I.S. Group GmbH reserves the right to update these Terms from time to time to reflect changes in applicable law, regulatory requirements, or operational practice. Clients will be notified of any material changes. Continued use of the Services following notice of an amendment shall constitute acceptance of the revised Terms.

No variation to these Terms shall be effective unless it is in writing and signed by an authorised representative of S.W.I.S. Group GmbH.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable in any respect, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful, and enforceable, or if such modification is not possible, it shall be severed from these Terms.

The invalidity, unlawfulness, or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

For any queries relating to these Terms or the Services provided by S.W.I.S. Group GmbH, please contact us using the details below.

These General Terms and Conditions were last updated on 1 January 2025 and supersede all prior versions. The governing version of these Terms is the English-language version. Translations are provided for convenience only.