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General Terms and Conditions (GTC)
I. General
- These General Terms and Conditions are an integral part of the contract concluded between the Client and WADSACK Zug AG and/or WADSACK Legal GmbH (“WADSACK“) and are applicable to any legal relationship arising out of or in connection with the same, including any subsequent instructions or orders.
- The individual provisions of these GTC are only applicable insofar as WADSACK has not agreed otherwise with the client.
- WADSACK communicates by telephone or e- mail or, e. via means of communication which involve risks with regard to secrecy and security. Encrypted data transmission can be provided upon request.
- If clients cannot generally or in individual cases agree to the transmission of information and documents by e-mail, prior notification is required. Otherwise, WADSACK assumes a general consent to the use of these means of communication.
- An order may be revoked at any This right is also available to WADSACK as agent. Obligations arising from a revocation at an untimely date shall always remain reserved. Termination of the mandate does not release the client from its obligation to pay for the work performed and the costs incurred prior to termination as well as the additional costs in connection with the proper handling and termination of its affairs.
- WADSACK is entitled to destroy the created files after ten years without further no
- In the event of a mandate being granted by several clients, these clients shall be jointly and severally liable towards WADSACK.
II. Warranty of the Client
- The client warrants that WADSACK receives all necessary information required for the timely performance of the mandate. In the absence of express instructions to the contrary, WADSACK will not verify or check the information provided to it by the client or by auxiliary persons of the client.
III. Service Fulfillment by Employees
- In the absence of instructions to the contrary, WADSACK is entitled, at its own discretion, to hand over the performance of the order to professionally qualified and suitable partners or employees and to disclose customer-specific data and information to these partners or Further information and provisions in this regard can be found in the Privacy Policy.
IV. Involvement of External Specialists
- If an order requires the involvement of domestic or foreign external specialists, in particular if special knowledge is required, the client will be informed by WADSACK in advance, and the further procedure will be agreed upon. The selection of the specialists is made by the client. WADSACK is willing to make suggestions for specialists to the client to the best of its knowledge and belief. WADSACK assumes no liability for the selection and no warranty for the external specialists.
- As a rule, the client concludes a separate contract with external specialists with separate invoicing. WADSACK coordinates the work of the external specialists and checks their services and their invoicing (plausibility check). Due to the lack of specialized knowledge, WADSACK cannot assume any liability for the detailed technical instruction and the technical supervision in the specialized fields.
- If the external specialists are charged via WADSACK, they are considered as auxiliary persons (“Hilfspersonen“). Any liability for auxiliary persons is excluded to the extent permitted by law. For the selection, instruction and supervision, the limitations of liability according to section 35 and 38.
- The client agrees that data and information related to the assignment may be disclosed to the specialists within the framework of the involvement of external specialists.
V. Workload
- The time required shall be determined by the amount of work necessary for the diligent performance of the Unless otherwise agreed between the parties, WADSACK shall not be bound by any specific time requirements.
VI. Persons authorized to give Instructions
- In relation to WADSACK, those persons are deemed to be authorized to give instructions who have been indicated by the client to WADSACK on the “List of persons authorized to give instructions”. WADSACK is entitled to refuse instructions from third parties not included in the aforementioned list.
VII. Remuneration
- The remuneration for services rendered by WADSACK as well as for expenses and out-of-pocket expenses incurred by WADSACK shall be settled in accordance with WADSACK’s fee schedule.
- As of the second reminder, WADSACK may charge reminder fees in the amount of CHF 20 each.
VIII. Cancellation
- The contractual relationship between the client and WADSACK may be terminated by WADSACK pursuant to art. 404 para. 1 CO at any time without In particular, WADSACK is entitled to unilaterally terminate the contractual relationship with the client without notice in case of default of payment by the client.
- After termination of the contractual relationship, WADSACK shall release all data to the client upon first request. WADSACK is entitled to irrevocably delete all data one month after termination of the contract.
IX. Confidentiality
- WADSACK is subject to professional confidentiality obligations. WADSACK treats all information received from the client, which is not generally known, as confidential.
- Due to legal provisions, judicial or official orders, WADSACK may be obliged to comply with certain disclosure Such obligations take precedence over professional and contractual duties of confidentiality.
X. Software
- WADSACK may provide clients with accounting, tax and auditing software (herein- after “Software“). This software can be used by clients to upload data directly for further processing by WADSACK and/or to process data themselves on WADSACK’s software systems.
- The Software provided by WADSACK to the client belongs to and remains the property of WADSACK or WADSACK’s licen
- The client receives the non-exclusive, non- transferable, time-limited, fee-based and revocable right to use the Software for the duration of the contractual The client may not sublicense, sell, lease or transfer the Software or otherwise make it available in whole or in part to third parties.
- Any liability of WADSACK in connection with the use of the Software by the client is
- For data fed into the Software by the client and preparatory work by the client, the client bears full and sole responsibility. WADSACK does not check these data and preparatory works by the client (this concerns in particular independent bookings of the client when using an accounting software and subsequent commissioning of WADSACK for the preparation of the annual financial statements or continuation of the accounting) – without other instruction of the client.
- WADSACK is not liable for any damage caused to the client directly or indirectly by the use of the Software provided by WAD
XI. Privacy
- The processing of personal data by WADSACK in the course of its business activities is governed by the relevant provisions of WADSACK’s privacy policy.
- WADSACK’s privacy policy is an integral part of these General Terms and Conditions and of the contractual relationship with WADSACK.
- In the course of providing services, WADSACK makes use of external IT service providers and cloud providers with servers in Switzerland and abroad and uses certain IT services as well as communication tools that may be associated with data security risks (e.g. Zoom, Microsoft Teams, Microsoft Office 365). If the client requires special security measures for its data, it is the client’s responsibility to inform WAD
XII. SRO
- The Client acknowledges that WADSACK is a financial intermediary under Swiss law and is therefore bound by the provisions of the Swiss Anti-Money Laundering Act and by the specific rules of the recognized self- regulatory organization (“SRO“) to which WADSACK is affiliated. The Client therefore undertakes to provide WADSACK with all necessary information and documents required by WADSACK to fulfill its obligations under the Swiss Anti-Money Laundering Act.
- In particular, the client is obliged to cooperate in the identification of the client and to fill in any SRO forms completely and truthfully.
XIII. Exclusivity and Know-how
- These GTC and all related contracts do not create any exclusivity rights for the contracting parties. WADSACK may conduct the same or similar mandates for third par
- WADSACK’s clients benefit from the know- how (concepts, methods, ideas, formulations, templates, etc.) that WADSACK has built up over many years of client The know-how, which is developed in the man- dates, is not exclusive without a written agreement to the contrary and may be used by WADSACK – under consideration of the confidentiality obligations – also for other clients.
XIV. Liability
- WADSACK shall be liable for the faithful, careful and conscientious performance of the work commissioned. WADSACK cannot give any warranty or guarantee for the occurrence of certain economic events or consequences. Furthermore, WADSACK shall not be liable for any tax and cost consequences resulting from transactions not in line with third party market conditions or resulting from tax circumvention. Any complaints are to be communicated by the client immediately.
- Contractual and non-contractual liability for average and slight negligence is excluded for all liability constellations (own conduct, selection, instruction and supervision of third parties, etc.).
- WADSACK is liable exclusively for proven direct damage caused intentionally or by gross negligence.
- Consultations are provided exclusively for the client’s use and for the purpose of fulfilling the specific order. Consulting results may not be used by the client for other purposes or used as a basis or disclosed to other persons without prior written consent by WADSACK.
- VAT statement, tax return and wage reports are prepared and submitted on behalf of the client, the responsibility for the complete- ness and accuracy of the VAT statement, tax return and wage reports remains with the client.
- If statutory or legal deadlines cannot be met because (i) WADSACK was not or belatedly instructed by the client about the deadline or (ii) WADSACK does not receive the documents and/or information necessary to meet the deadline from the client in due time or (iii) the client fails to perform necessary acts of cooperation, WADSACK cannot be held liable by the client for any damages resulting from the failure to meet the deadline.
XV. Entry into force and amendment
- These GTC shall enter into force as of 1 November 2024.
- WADSACK is entitled to amend the GTC, whereby the new GTC must be brought to the attention of the client and the client’s consent must be obtained.
XVI. II. Applicable law / jurisdiction
- Swiss substantive law shall apply to this contractual relationship.
The exclusive place of jurisdiction is Zug for mandates with WADSACK Zug AG and with WADSACK Legal GmbH.