Terms & conditions
General terms and conditions
1. Scope and order of precedence
These General Terms and Conditions (GTC) apply to all services provided by Rosengold & Schmuker Treuhand GmbH (the “Fiduciary”) to its clients (the “Client”), in particular in the areas of accounting, payroll, tax advisory and business consulting. They also apply to future engagements without needing to be agreed again.
The order of precedence is: (1) mandatory law, (2) the written mandate agreement or engagement letter, (3) these GTC, (4) the provisions on simple mandates (Art. 394 et seq. Swiss Code of Obligations, CO). The Client's own terms apply only if the Fiduciary expressly agrees to them in writing.
2. Conclusion of contract and scope of services
The contract is concluded by signing a mandate agreement, by written confirmation (including email) or by the commencement of work. Only the agreed scope of services is decisive; additional services are invoiced separately on a time basis.
The Fiduciary owes careful performance, not a particular economic, tax or legal result. Forecasts, budgets, tax calculations and recommendations are assessments, not warranties. Stated deadlines are indicative unless expressly agreed in writing as binding.
Unless expressly agreed, a fiduciary mandate does not include: verifying the substantive accuracy of receipts and information, detecting irregularities or offences, audit services, or legal advice. Legal remarks by the Fiduciary are general in nature; binding legal advice requires a lawyer.
3. Third parties and network partners
The Fiduciary may involve auxiliaries and third parties to perform the mandate. Where the Fiduciary refers specialists from its network (e.g. tax experts, lawyers, auditors), the contract is concluded directly between the Client and the respective partner. The Fiduciary is not liable for their services or fees.
4. Client's duty to cooperate and responsibility
The Client provides all documents and information required for the mandate in a timely, complete and truthful manner, even without specific request, and promptly informs the Fiduciary of all matters relevant to the mandate. The Fiduciary may rely on the accuracy and completeness of the documents, information and instructions received and is not obliged to verify them. It may request a signed letter of representation. Instructions must be given in writing; email is sufficient. The Client bears the risk of unclear, incorrect or late instructions.
Responsibility for bookkeeping, annual financial statements, tax returns, VAT and social insurance returns and their content remains with the Client or its governing bodies. The Client reviews and approves the work results submitted before signing or filing them. Signing, filing or releasing them constitutes approval.
Delays, additional work and disadvantages caused by late, incomplete or incorrect information from the Client are at the Client's expense.
5. Work results and complaints
Only final work results released by the Fiduciary are binding. Drafts, interim versions and oral information are non-binding unless confirmed in writing.
Complaints must be notified to the Fiduciary in writing within 5 working days of receipt of the work result; otherwise the result is deemed approved. In case of justified complaints, the Fiduciary first has the right to correct its work free of charge.
6. Fees and expenses
Services are invoiced based on time spent at the applicable hourly rates or at an agreed flat fee. Cost estimates are non-binding. Expenses (e.g. authority and register fees, postage, software licences, fees of third parties involved) are charged in addition. All prices are exclusive of statutory VAT, if the Fiduciary is VAT-registered.
The Fiduciary may request reasonable advance payments, issue interim invoices (e.g. monthly or quarterly) and make the start or continuation of work conditional on their payment. It may adjust its hourly rates with one month's notice.
7. Payment terms
Invoices are payable within 15 days of the invoice date without deduction. After this period the Client is in default without further reminder and owes default interest of 5% per annum. A fee of CHF 30 may be charged for each reminder. In case of late payment the Fiduciary may suspend all work until full payment; it is not liable for any resulting disadvantages (e.g. missed deadlines). Set-off against counterclaims is excluded unless they are acknowledged or established by final judgment. The Fiduciary may set off its claims against any credit balances of the Client. Several clients are jointly and severally liable for the fees. Claims against the Fiduciary may only be assigned with its written consent.
8. Liability
The Fiduciary is only liable for direct damage caused intentionally or through gross negligence. Liability for slight negligence is excluded. Where liability for slight negligence cannot be excluded by law, it is limited to the fees paid by the Client for the relevant mandate in the 12 months preceding the damaging event.
To the extent permitted by law, liability is excluded in particular for:
- indirect and consequential damage, notably loss of profit, lost tax benefits, business interruption, data loss and third-party claims;
- damage resulting from incorrect, incomplete or late documents and information from the Client or from not following recommendations;
- taxes, charges, social insurance contributions, back taxes and tax penalties, interest and fines that would have been owed anyway or are attributable to the Client's conduct;
- differing views or changes in practice of tax authorities, courts and other authorities;
- failures, errors and security gaps of third-party software, cloud services, banking interfaces and telecommunications;
- auxiliaries (Art. 101 para. 2 CO) and third parties and network partners under section 3.
Claims for damages must be notified to the Fiduciary in writing without delay, at the latest within 30 days of becoming aware of the damage.
The legal situation and practice of the authorities at the time the service is rendered are decisive; the Fiduciary is not required to take later changes into account without a specific mandate. Any liability is excluded in cases of force majeure (e.g. natural events, pandemics, official orders, cyber attacks, prolonged IT or infrastructure failures).
Claims may only be asserted against the Fiduciary. Personal liability of its partners, managing directors, employees and auxiliaries is excluded to the extent permitted by law. The Client indemnifies the Fiduciary and these persons against third-party claims raised in connection with the mandate, unless the Fiduciary caused them intentionally or through gross negligence.
9. Deadlines
The Fiduciary observes the statutory deadlines known to it, provided it receives the necessary documents in good time – as a rule at least 20 working days before the deadline. The Client is responsible for deadlines that depend on its cooperation. The Fiduciary only requests extensions on express instruction.
10. Communication and data processing
The parties may communicate and exchange data by email, phone, messaging services and cloud platforms (e.g. accounting software, Microsoft 365). The Client acknowledges that unencrypted transmission may lead to data being intercepted, altered, lost or delayed, and bears these risks. The Fiduciary may process the Client's data on its own systems or via IT service providers bound to confidentiality. Where the accounts or payroll are kept in software or a system of the Client, the Client is solely responsible for licences and their costs, access rights, data backup, data integrity and retention; the Fiduciary is not liable for data loss in such systems. Our privacy policy applies otherwise.
11. Confidentiality
The Fiduciary treats all information about the Client confidentially, also after the end of the mandate, subject to statutory disclosure and reporting duties (e.g. under the Anti-Money Laundering Act) and to disclosure to third parties involved who are bound to confidentiality. The Fiduciary may perform similar mandates for other clients.
12. Documents, retention and rights to work results
The statutory obligation to retain accounting records and receipts (Art. 958f CO) lies with the Client. Original documents are returned after completion of the work. The Fiduciary may keep copies or electronic versions of its working papers and destroy them after 10 years. It has a right of retention over its work results until full payment, to the extent permitted by law.
Rights to work results, templates and know-how remain with the Fiduciary. The Client receives a non-transferable right to use them for its own purposes. Passing them on to third parties for their use (e.g. to banks or investors as a basis for decisions) requires the Fiduciary's prior consent; the Fiduciary accepts no liability towards such third parties.
13. Termination
Either party may terminate the mandate in writing at any time (Art. 404 CO). Services rendered and expenses incurred until termination must be paid in full. Termination at an inopportune time obliges the terminating party to compensate the resulting damage. After termination the Fiduciary is no longer obliged to monitor deadlines or forward correspondence from authorities. In case of late payment, breach of the duty to cooperate, missing documents under the Anti-Money Laundering Act or a breakdown of trust, the Fiduciary may suspend its work immediately or terminate the mandate without notice.
14. Anti-money laundering
Insofar as the Fiduciary is subject to the Anti-Money Laundering Act (AMLA), the Client must provide all information and documents required for identification and clarification. The Fiduciary may decline or terminate the mandate if they are not provided.
15. Final provisions
Amendments to the mandate agreement must be made in writing; email is sufficient. Should individual provisions be invalid, they shall be replaced by a provision that comes closest to their economic purpose; the remaining provisions remain valid. The Fiduciary may amend these GTC at any time; the new version applies unless the Client objects within 30 days of notification.
Swiss law applies exclusively, excluding conflict-of-law rules. Exclusive place of jurisdiction is the registered office of the Fiduciary in Hünenberg (Canton of Zug), subject to mandatory statutory places of jurisdiction, in particular for consumers. The Fiduciary may also sue the Client at the Client's registered office or domicile.