These are GENERAL TERMS AND CONDITIONS OF SERVICE of STAX AG and its affiliated companies/ partners.
1. GENERAL PROVISION
1.1. These General Terms and Conditions shall be applicable to all services provided to any legal entity and/or individual person (hereinafter referred to as “Client”) by STAX AG or/ and its affiliated companies/partners . These General Terms and Conditions set up the main terms and conditions for providing Service to the Client by STAX AG and its affiliated companies (hereinafter the “Service Provider”).
1.2. The rights and responsibilities of the Service Provider and the Client (hereinafter together referred to as the Parties) specified in these General Terms and Conditions (hereinafter referred to as the Terms) arise from the Standard Service Agreement signed between the Parties.
1.3. By signing the Standard Service Agreement, the Client confirms that it is familiar and agrees with these Terms and accepts them in full.
1.4. Any reference to these Terms, or any provisions of these Terms shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.5. These Terms may be revised at any time by the Service Provider. The relevant Terms shall be provided to the Client under its request.
1.6. All provisions in these Terms as well as any other conditions agreed upon with the Client are stipulated for and may be relied upon by STAX AG and by any individuals and/or legal entities associated or formerly associated with STAX AG or involved in the provision of services by or on behalf of STAX AG in any manner, as well as by their legal successors. They may invoke any of these provisions with regard to Client and, where appropriate, any reference to STAX AG should be read as a reference to the person and/or legal entity concerned. In the performance of their professional work, these persons shall act exclusively for the account and risk of STAX AG.
2. PROVISION OF SERVICES
2.1. All Service Agreements (in any form whatsoever) shall be deemed to have been concluded under the applicability of these Terms at the moment that the Service Provider commenced provision of the services.
2.2. Under the Act on prevention of money laundering and terrorist financing, the Service Provider is obliged to establish the identity of the Client and of the ultimate beneficial owner(s) and to notify the competent authorities of any unusual transactions as referred to in this Act. The Service Provider is obliged to disclose aggressive tax planning arrangements with a cross-border dimension with the competent authorities.
2.3. At all times, the Service Provider may decide for whatever reason not to enter into a Service Agreement or to terminate any Service Agreement with any Client with immediate effect, including in the event that, in the Service Providers’ sole opinion, the outcome of Client acceptance procedures carried out by the Service Provider in the framework of its statutory obligations, gives grounds to such decision.
2.4. The services shall be provided exclusively for the Client. Third Parties may not derive any rights from the content of the Service Agreement, nor from the work performed, even if they can be considered an interested party either directly or indirectly in the result of the work. The Service Provider shall accept no liability towards third parties for work performed for the Client.
2.5. The Service Provider shall provide and perform the Services on the terms and conditions of these Terms and the Agreement and will do so:
2.5.1. in compliance with all applicable laws, regulations, codes of practice and professional standards;
2.5.2. with reasonable skill and care;
2.5.3. in accordance with the terms of the Agreement and the Terms, in accordance with good professional practice.
3.1. Company formation.
3.1.1. The fee for formation a company includes the following services:
- share capital bank account introduction (banks fees are not included);
- drafting of Statutes and bylaws;
- providing registration of company in the commercial register;
- certified copies of the certificate of incorporation, statutes and bylaws;
- support of service manager at all stages of company formation.
Notary fees and fees from the register of commers are not included.
3.2. Registered address (c/o).
3.2.1. The fee for registered address includes mail forwarding/ POBOX (yearly fee).
3.3.Registered address (flexi desk).
3.3.1. The fee for registered address (flexi desk) includes mail forwarding/ POBOX, access to the meeting room and the possibility to have a Swiss phone number (yearly fee).
3.4. Accounting services (yearly fees).
3.4.1. Basic accounting package (setting up accounting, accounting process (including AHV, SUVA registration), tax declaration - up to 30 bookings per year).
22.214.171.124. Basic accounting package is a mandatory service under the Agreement, provided that no other Accounting Package, which includes services from the Basic accounting package was not opted by the Client. Basic accounting package includes mandatory minimum accounting services to comply with the Laws of Switzerland and shall be provided for each company irrespective of the scale of business activity. The fees for the Basic accounting package shall be charged on annual basis.
3.4.2. Standard accounting package (setting up accounting, accounting process (including AHV, SUVA registration) VAT setup and quarterly declaration, tax declaration) up to 300 bookings/per year .
3.4.3. Premium accounting package (setting up accounting, accounting process –up to 1000 bookings/year, tax declarations, setting up VAT, VAT declarations tax declaration).
3.4.4. Payroll services.
3.5. Legal services.
3.5.1. The fee for providing legal services, such as legal research, legal consulting and advising, drafting legal documents and agreements is charged on an hourly basis under request of the Client. The actual time for providing legal services may vary depending on direct time spent for the activity.
3.6. Assistance in preparing documents for opening a corporate bank account.
3.6.1. The Service Provider does not guarantee approval of the application, as the banks have their own compliance and due diligence procedures and make an independent decision, which cannot be influenced by 3rd parties.
3.7. All annual fees are subject to renewal once a year, all extra work out of Service packages shall be charges separately based on hourly rates.
3.8. Other services may be provided by the Service Provider at the request of the Client based on standard rates of the Service provider without conclusion of a separate Agreement or Addendum.
3.9. Payment terms: 100% advance payment if otherwise is not agreed by the Parties.
3.10. If the Client is obliged to be registered as a VAT payable company according to the Swiss law, the Basic accounting package will be automatically changed to Standard one.
3.11. Payroll services will be automatically applied in case the Client has employees.
3.12. Where the fees are to be calculated on a time and materials basis, the Service provider may increase those fees on giving a notice to the Client.
3.13. Any sums stated in the Agreement, Addendum or Terms are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Client in addition.
4. TERMS OF PAYMENT
4.1. Payment must be made without deduction, discount, or set-off by deposit or transfer to the bank account stated on the invoice within 7 (seven) days after the invoice date.
4.2. The Service Provider must be notified as soon as possible by the Client of any objections, but no later than five days after invoice date, with payment of the uncontested part of the invoice.
4.3. If the Client has not paid within the period stated above, or within a different period agreed between the parties, the Client shall be in default without further notice and the Service provider shall be entitled to charge the statutory commercial interest from that moment.
4.4. The Service provider shall be entitled to adjust its hourly rates periodically.
4.5. The Service Provider shall in all cases be entitled to suspend the work assigned to it if invoices older than sixty days have not been paid.
4.6. The services are provided on the non-refundable basis and the amount paid by the Client cannot be refunded by the Service Provider in any cases (even in case of earlier termination of the agreement).
5.1. Any liability on the part of the Service Provider shall be limited to the amount paid out.
5.2. The Service Provider shall not be liable for any trading loss or indirect or consequential damage sustained by Client or third parties.
5.3. The Client shall be obliged to indemnify and compensate the Service Provider in the event of any claims by third parties - including shareholders, directors, supervisory directors, and persons in the service of the Client, as well as affiliated legal persons and companies, and other persons involved in Client’s organisation - arising from or related to the activities of the Service Provider for the Client.
5.4. The Client undertakes to provide full and accurate information without undue delay, needed for bookkeeping, preparation of the financial statements and tax returns, and the Service Provider relies on the information and documents, rendered by the Client while providing Services.
5.5. The Client is obliged to immediately notify the Service Provider about all changes in the company (e.c. change of address, change of shareholders, moving to another canton, birth of child for him and his employees, that affects the payroll or other taxes, etc) and is duly responsible for any negative consequences occurred in case of non-provision or failure to provide of such notifications on timely manner.
5.6. The Client signing this Agreement releases the Service Provider from any liability if such occurs due to the Client´s failure to provide the Service Provider with full and accurate information and documents, needed for bookkeeping, tax return and financial statements. The Client agrees to hold full liability, including financial responsibility in case of fines or sanctions against the Company in connection with such failure
6.1. The Service Provider shall use its reasonable endeavours to ensure that the same personnel provide the Services in order to maintain consistency and build a relationship with the Client. The Client shall not at any time during the term of the Agreement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on any
basis any member of the Service Provider’s personnel (whether employed or engaged on some other basis by the Service provider).
7. OBLIGATION OF THE CLIENT
7.1. The Client shall provide the Service Provider with information and documents as the Service Provider shall reasonably require in order to provide the Services. The Client shall make such decisions and provide such instructions as the Service Provider shall require and at the time that the Company requires to enable the Service Provider to provide the Services.
7.2. The Client acknowledges that the Service Provider’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by the Service Provider.
8.1. The Service Provider and the Client may during the course of the Agreement and in connection with the Services obtain information relating to the other party which is not made available
generally by that other party (“Confidential Information”).
8.2. The receiving party shall:
8.2.1. keep all Confidential Information confidential and not disclose it to any person (save as required by law); and
8.2.2. use the Confidential Information only for the purpose for which it was provided and for no other purpose.
9.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under
the Data Protection Legislation.
9.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Service Provider is the data processor (where “Data Controller” and
“Data Processor” have the meanings as defined in the Data Protection Legislation).
9.3. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Service Provider for the duration and purposes of
10. JURISDICTION AND APPLICABLE LAW
10.1. All agreements between Client and the Service Provider shall be governed exclusively by Swiss law or the laws applicable in the jurisdiction where service provider’s affiliates/ partners are registered.
General Terms and Conditions dated 22.09.2022