General Terms and Conditions (GTC) Of Taxolution Advisory LLC
These General Terms and Conditions (GTC) apply to the provision of financial and pension planning, retirement planning, accounting, fiduciary, tax and consulting services by Taxolution Advisory LLC to its clients, unless otherwise agreed in writing in individual cases or required by law.
By placing an order with Taxolution Advisory LLC, the client confirms that he/she has read, understood and fully accepted these GTC in detail.
General Content of the Contract
The scope of the services to be provided by Taxolution Advisory LLC is determined by the order given, usually within the framework of a written or verbal mandate agreement, as well as by the implied behavior on the part of the client.
The subject of the contract are the activities agreed upon in the individual case and to be carried out by the company Taxolution Advisory LLC and not a guarantee for the occurrence of certain economic or other consequences/results. For this reason, Taxolution Advisory LLC, notwithstanding the provision of certain work results, cannot make any statements in the form of expectations, forecasts or recommendations in the sense of a guarantee of success regarding the occurrence of corresponding circumstances.
The company Taxolution Advisory LLC acts exclusively according to the instructions of the client. It is not obliged to act on its own initiative without instructions from the client. In urgent cases and if the client is not available, Taxolution Advisory LLC can take measures on its own initiative, whereby it shall protect the presumed interests of the client in the best possible way.
The assignment shall be carried out in accordance with the principles of proper professional practice and in compliance with the professional and ethical rules applicable on a case-by-case basis.
Deadlines of the company Taxolution Advisory LLC for the provision of services are considered general targets, unless they have been expressly agreed as a binding assurance in the sense of an expiration date. Non-extendable official deadlines, which the company Taxolution Advisory LLC has been commissioned to meet, are considered as expiry date, provided that the company Taxolution Advisory LLC is in possession of all necessary information and instructions for the corresponding entry. If there is no expiration date, the default of the agent due to missed deadlines occurs only after a single reminder and the setting of a reasonable grace period.
Reports, expert opinions, statements, presentations and the like shall only be binding upon their legally valid signature. In the case of other work results, the binding nature shall be recorded in the same way in a corresponding final letter. Verbal communications, interim reports and preliminary work results whose draft character is expressly recorded or results from the circumstances may deviate considerably from the final result and are therefore non-binding.
Subsequent changes to the scope of services shall be subject to an appropriate adjustment of any agreed flat fee or cost ceiling. Unless otherwise expressly agreed, the adjustment will be made according to the effective additional time spent. If an order is placed with Taxolution Advisory LLC, it is basically only considered accepted if Taxolution Advisory LLC explicitly confirms or executes it. A tacit acceptance of an order is categorically rejected.
Cooperation of the Customer
The client ensures that the company Taxolution Advisory LLC is provided in a timely manner with all necessary instructions, documentation and information for the proper fulfillment of the order. This documentation and information obligation is valid for the entire duration of the order. As far as Taxolution Advisory LLC does not have the necessary instructions, documents and information in time, liability for the proper fulfillment of the order (if at all conceivable) is excluded.
Taxolution Advisory LLC assumes that the provided information, supporting documents, records and instructions are complete and correct. The client undertakes to confirm this in writing at any time if necessary.
Provided documents and information are not checked for accuracy by the company Taxolution Advisory LLC. Any written agreements to the contrary remain reserved.
If the client provides the documents late or incomplete (for example, unorganized tax documents and receipts), the company Taxolution Advisory LLC is entitled to charge the additional expenses according to agreed or usual rates.
Add. Provisions for Accounting, Fiduciary, Tax and Consulting Services
Taxolution Advisory LLC is authorized to assume that the facts stated by the client, especially numerical data and background information on business transactions, but also data on the beneficial ownership of assets and on the correct declaration of assets for tax purposes, are correct and complete when providing advice on individual issues as well as in the case of permanent advice or implementation mandates. In the absence of any other information from the client, Taxolution Advisory LLC is entitled to assume that the client is the beneficial owner of the assets that Taxolution Advisory LLC deals with on his behalf and that all these assets have been declared correctly for tax purposes in the past.
The consulting order does not include the actions necessary to meet deadlines, unless this is expressly agreed in writing between the parties. In this case the client has to provide Taxolution Advisory LLC with all instructions, documents and information essential for the observance of deadlines in time, so that Taxolution Advisory LLC has a reasonable processing time.
The parties undertake to maintain secrecy about all confidential information and documents which they receive in connection with the provision of services within the framework of the contractual relationships. Confidential is defined as all data concerning facts, methods and knowledge which are not obvious to third parties, not generally known or publicly accessible. The obligation to maintain confidentiality shall survive the termination of the contractual relationship. Information for which the client consents to disclosure or which is generally accessible independently of the contract is exempt. The parties may disclose information insofar as they are obliged to do so by law, regulatory provisions or official orders. Information from the contractual relationship may also be disclosed to the extent necessary in the event of judicial enforcement of fee claims.
The parties may use electronic media such as telephone and e-mail for their communication in the context of the execution of the contractual relationship. Both parties shall be responsible for the security of their electronic communication and shall take appropriate security precautions for this purpose. The parties are aware that a residual risk remains with regard to security against viruses, as well as timely, error-free, complete and confidential transmission. If the customer requires special security measures that are outside the measures implemented by Taxolution Advisory LLC, this is to be agreed upon by mutual consent.
The company Taxolution Advisory LLC may have the information that comes to its knowledge, in particular also personal data, processed by third parties (right of substitution/subcontracting). In doing so, the company Taxolution Advisory LLC has to ensure that the respective persons are carefully selected, instructed and supervised. In particular, the company Taxolution Advisory LLC has to ensure that the corresponding persons are obliged to maintain confidentiality to the same extent as they are and are aware of the other obligations of the subcontractor towards the client, as far as necessary for the purpose of correct fulfillment.
Property Rights and Rights of Use
All property rights such as intellectual property and licensing rights to the work results, findings, developed or used know-how created by Taxolution Advisory LLC within the framework of the contractual relationship are the exclusive property of Taxolution Advisory LLC. The same applies to the documents and products created by it within the framework of the contractual relationship.
The client is entitled to a non-exclusive, permanent and non-transferable right of use for the exclusive purpose of personal use of the work results created for him by the company Taxolution Advisory LLC and handed over to him. The same applies to documents and products provided to the client by Taxolution Advisory LLC.
The transfer of work results, documents or products as well as professional statements of Taxolution Advisory LLC to third parties by the customer is only allowed with the written consent of Taxolution Advisory LLC.
The making of changes by the customer to documents, products and other work results of the company Taxolution Advisory LLC outside the own use is not allowed without the corresponding, explicit consent of the company Taxolution Advisory LLC. Excepted from this are modifications of documents, products and other work results of Taxolution Advisory LLC, whose purpose is further processing by the customer.
References to contractual relationships between the parties, in particular in the context of advertising or as a reference, are only permitted with the mutual consent of both parties.
Without prior written consent of Taxolution Advisory LLC the client is not allowed to mention, reproduce or use in any other way the name or logo of Taxolution Advisory LLC.
Right of Rectification
As far as a work result created by Taxolution Advisory LLC does not correspond to the explicitly defined requirements of the client, Taxolution Advisory LLC is to be given the opportunity for free rectification within an appropriate period of grace. A possible right to reduce the fee arises only if the rectification within the deadline was unsuccessful, for reasons for which the company Taxolution Advisory LLC is responsible.
Fee and Expenses
Unless otherwise expressly agreed, all activities of Taxolution Advisory LLC are usually invoiced on the basis of time spent in an hourly fee of at least 15 minutes, or according to other factual criteria.
It is incumbent upon the client to request an indicative quote from Taxolution Advisory LLC. If this is omitted, the services provided by the company Taxolution Advisory LLC are to be paid within the framework of the issued invoice.
The applicable fee rate is determined by the level of difficulty, importance and responsibility associated with the assignment, as well as the function level of the clerk.
In addition to the fee claim, Taxolution Advisory LLC is entitled to reimbursement of incurred expenses, other outlays and third-party fees (e.g.: brokerage fees and commissions).
Cost estimates are based on the estimation of the work that will necessarily be required in the future as part of the task. The starting point of such estimates is the information provided by the customer. Consequently, such estimates are not binding for the final calculation of the fee. Cost estimates and other indications of fees or expenses are exclusive of VAT and, unless expressly stated otherwise, in CHF.
Taxolution Advisory LLC may request reasonable advances on fees and expenses, as well as issue individual or regular interim invoices for activities and expenses already performed. In case of a request for an advance or the issuance of an interim invoice, it may make the provision of further activities dependent on the full payment of the claimed amounts.
The customer may only set off counterclaims with fee and expense claims of Taxolution Advisory LLC if these are undisputed or have been legally established by a court of law.
Any subsequent changes to the content of the service that are necessary or requested by the customer shall result in an appropriate adjustment of the fee.
Invoices are to be paid without deduction within 30 days to the account specified by Taxolution Advisory LLC. From the first request for payment and the associated increased manual effort, an appropriate turnover compensation may be charged as follows:
- 1st payment reminder: CHF 10.-
- 2nd payment reminder: CHF 20.-
- Debt collection: CHF 180.- Interest on arrears 5%
The company Taxolution Advisory LLC as a consulting company in connection with a mediation activity can also receive services from third parties, in particular from financial institutions such as insurance companies and banks, which are components of an appropriate remuneration of the activity of the company Taxolution Advisory LLC for the client. The client waives this claim or credit to the fees owed to the company Taxolution Advisory LLC. The client acknowledges that these services are not subject to any limit amount.
Liability for slight negligence is excluded. The company Taxolution Advisory LLC is generally liable for the same care as the employee in the employment relationship (Art. 398 para. 1 CO). Apart from the liability for proper selection, instruction and supervision, it is not liable for acts of third parties, which were used by it for the fulfillment of the contract.
If the client’s behavior is partly responsible for the damage, Taxolution Advisory LLC is exempt from liability. As co-responsible behavior are considered incomplete, contradictory or delayed information and documentation (list not exhaustive). Any direct liability of employees of Taxolution Advisory LLC is excluded to the extent permitted by law. Employees of the company Taxlution Advisory LLC can independently refer to this disclaimer even after termination of their activity for the company Taxolution Advisory LLC.
If tax representation has been agreed with the client, Taxolution Advisory LLC handles all inquiries from third parties, especially from the tax authorities. The related expenses will be charged to the client according to the price list. If the client explicitly does not want this, he has to inform the company Taxolution Advisory LLC immediately. In this case Taxolution Advisory LLC declines any liability for the damage caused to the client.
Termination of the Contract and Its Consequences
The contract ends by fulfillment of the agreed services, by expiration of the agreed term or by revocation.
An order concluded for an indefinite period may be revoked by either party at any time in writing and with immediate effect.
In the event of revocation or termination by the customer, the services rendered up to the time of termination of the contract shall be remunerated. The rendered services are to be paid on the basis of the valid price list, the effective hourly expenditure and the valid hourly rates plus the incurred expenses. The company Taxolution Advisory LLC is to be held completely harmless by the client.
In case of revocation of the contract by the company Taxolution Advisory LLC, in order to avoid damage to the customer, in any case still those actions are to be carried out that are reasonable and do not tolerate any delay.
In case of untimely revocation, the revoking party undertakes to compensate the other party for the damage caused by the untimely termination of the contractual relationship.
Retention and Issuance of Work Results and Manual Files
Taxolution Advisory LLC shall keep the files for ten years after the termination of the order. However, this obligation expires before the end of this period, if the company Taxolution Advisory LLC has requested the client in writing to file the files himself and the client has not complied with this request within two months after receiving it. After ten years Taxolution Advisory LLC has the right to destroy the files. If no tax representation has been agreed upon, Taxolution Advisory LLC shall keep only the direct tax return forms of the clients without enclosures for 10 years.
The files include all documents received by Taxolution Advisory LLC from or on behalf of the client in the course of its contractual activities.
Changes Service Offer
Changes in the service offer, the fee basis, this and other agreements are reserved. Customers will be informed about changes of this kind in time, but it is incumbent on the customer to ask for an offer of the company Taxolution Advisory LLC otherwise the provided fee will be accepted. Changes are considered approved and newly agreed if the client continues to use the services of the company Taxolution Advisory LLC.
Should these provisions or parts thereof be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by one that comes as close as possible to its economic meaning.
Applicable Law and Place of Jurisdiction
This contract is subject to Swiss law. For all disputes arising from this contract, the parties agree that the exclusive place of jurisdiction shall be the registered office of Taxolution Advisory LLC, as shown in the commercial register.
Information Pursuant to Art. 45 ISA (Insurance Supervision Act)
In fulfillment of the legal duty to inform according to Art. 45 ISA, Taxolution Advisory LLC informs its client as follows:
Taxolution Advisory LLC, as a broker, acts as an intermediary to the companies offered. Thus, it forwards the received applications to the selected company and the latter decides freely on the acceptance or rejection of the requested transaction. The contractual relationship (rights and obligations), which begins with the application, arises without exception between the customer and the selected (insurance) company. Thus, only the provisions of the contracting party shall be valid in accordance with the laws and regulations. In the event of a claim, information that is concealed or incorrectly disclosed when the contract is concluded gives the insurer the opportunity to withdraw from its obligation to pay benefits.
Taxolution Advisory LLC is compensated by insurers with standard market commissions and brokerage fees.
Taxolution Advisory LLC is liable for any damage caused due to negligence, errors or incorrect information provided during the consultation in connection with the transactions mediated by the company Taxolution Advisory LLC.
The data of the clientele will be treated confidentially for support and ongoing support at the company Taxolution Advisory LLC, stored securely in purely digital form and used exclusively for the support. They will not be disclosed to third parties. Exception: If they are needed for risk assessment, verification of applications, contract preparation or quality assurance, the company Taxolution Advisory LLC can obtain further information without further consent of the clientele or forward the known data to involved partners or make them available to the legally authorized control bodies and official agencies.
Taxolution Advisory LLC
Gotthardstrasse 26, 6300 Zug