General terms and conditions: accounting services

1. Scope

These General Terms and Conditions ("GTC") govern the rights and obligations of the contracting parties. Onaccounting AG reserves the right to amend or supplement the GTC at any time. The current version of the GTC is available at https://www.onaccounting.ch/agb-treuhand (in German; an English translation is available at https://www.onaccounting.ch/en/accounting-terms).

2. Scope and performance of the engagement

2.1. The scope of the services to be provided is determined by the client's engagement. Any amendment and/or addition to the contract and/or its components must be made in writing.

2.2. The parties recognise correspondence by email as satisfying the requirement of written form.

2.3. The engagement is performed in accordance with the principles of proper professional practice.

2.4. Facts provided by the client, in particular figures, are taken as correct unless they are obviously incorrect.

2.5. Verifying the accuracy, completeness and regularity of the documents and figures provided, in particular of the bookkeeping and the balance sheet, forms part of the engagement only if this has been agreed in writing.

3. Data protection, confidentiality, consent

3.1. Onaccounting AG undertakes to keep confidential all facts that come to its knowledge in the context of performing the engagement, unless the client releases it from this obligation. This obligation does not cover facts that are publicly accessible, that are already known to Onaccounting AG, or that are made accessible to it by third parties who have lawful knowledge of them and are not subject to any duty of confidentiality in this respect. The duty of confidentiality continues after the end of the contractual relationship and also applies to third parties (see clause 4, Involvement of third parties).

3.2. The client agrees that Onaccounting AG and the third parties it engages to provide its services may process and store information and data of the client and/or its employees (financial information and personal data) in Switzerland and abroad, and, to the extent applicable, releases Onaccounting AG from its duty of confidentiality. Onaccounting AG takes appropriate precautions with regard to confidentiality and data protection.

4. Involvement of third parties

To perform the engagement, Onaccounting AG is entitled to involve employees, qualified third parties and companies (right of substitution).

5. Remedy of defects

The client is entitled to have any defects remedied. Onaccounting AG must be given the opportunity to rectify them.

6. Liability

6.1. Onaccounting AG is liable for its own fault and for the fault of its auxiliary persons. In general, Onaccounting AG is liable for the same degree of care as an employee in an employment relationship (Art. 398 para. 1 of the Swiss Code of Obligations, CO).

6.2. To the extent permitted by law, the liability of Onaccounting AG for damage caused by slight or moderate negligence is excluded. Likewise, Onaccounting AG is not liable for damage caused by the auxiliary persons it engages, insofar as such damage was caused by slight or moderate negligence. The above limitations of liability do not apply in the event of injury to life, body or health, or where mandatory statutory provisions apply.

6.3. Onaccounting AG accepts no liability whatsoever for the results of using the IT applications. This also includes data loss as a result of any system errors.

7. Disclaimer regarding taxes

7.1. The details, explanations and calculations in the tax return are based on the details and information provided by the client, the accuracy and completeness of which Onaccounting AG cannot verify. Where information is missing, empirical or estimated values may be used. This is always subject to any changes in the practice of the tax authorities.

7.2. The tax budget (tax calculation) in the documents serves to determine the probable amount of tax. The calculation is based on the documents and information available and on data not yet reviewed by the municipal tax office, and may therefore differ from the final tax amount. The result does not constitute binding information.

7.3. The preparation of the tax return by Onaccounting AG does not replace the final check by the client.

8. Fees

8.1. Onaccounting AG charges its fees in accordance with the engagement letter (Auftragsbestätigung).

8.2. If a flat fee has been agreed in the engagement letter and unforeseeable circumstances arise that increase the scope of the engagement, Onaccounting AG reserves the right to agree a more suitable accounting subscription (Buchhaltungs-Abo) with the client. Onaccounting AG expressly reserves the right to adjust its fees for inflation and to change its subscription model.

8.3. If the client is in default with the payment of an amount due, Onaccounting AG may suspend the provision of its services without prior notice and without compensation to the client.

9. Obligations of the client

9.1. Onaccounting AG is in principle obliged to follow the client's instructions. However, the client may not give Onaccounting AG any instructions whose execution would cause Onaccounting AG to breach legal provisions or its recognised rules of professional conduct.

9.2. The client is obliged to reimburse Onaccounting AG for extraordinary expenses incurred by it in the course of the engagement (Treuhandverhältnis). This applies on condition that the expenses were necessary because of statutory or contractual obligations, or that the client approved them (for example for authorities, notaries and other agents).

9.3. The client is obliged to cooperate to the extent necessary for the proper performance of the engagement. In particular, the client must hand over to Onaccounting AG, without being asked, all documents required to perform the engagement, completely and in good time, so that Onaccounting AG has a reasonable amount of time to process them. The same applies to informing Onaccounting AG of all events and circumstances that may be relevant to performing the engagement. The client must refrain from anything that could impair the independence of Onaccounting AG. The client respects the Swiss legal system and acts in accordance with it.

9.4. The client is obliged to set up its own IT systems in such a way that neither the security nor the integrity of the IT hardware or software that Onaccounting AG uses to provide its services is impaired.

9.5. Where documents and receipts are submitted to Onaccounting AG in digitised form, the client remains responsible for retaining the documents and receipts in compliance with the law.

10. Termination of the contract

10.1. The engagement ends upon performance of the agreed services, upon expiry of the agreed term, or by revocation or termination.

10.2. An engagement concluded for an indefinite period may be revoked or terminated by either party at any time; revocation or termination must be made in writing. Revocation or termination at an inopportune time (zur Unzeit) gives rise to liability for damages under Art. 404 para. 2 CO. Revocation or termination is at an inopportune time if it occurs without good cause at an unfavourable moment and causes the other party particular disadvantages.

10.3. If the client revokes the engagement, Onaccounting AG is entitled to remuneration for the work performed or, where a monthly flat fee has been agreed, the client pays that fee until the end of the month in which the engagement is revoked. No refunds are made.

10.4. If Onaccounting AG terminates the contract, Onaccounting AG still carries out, in any event, those acts that are reasonable and cannot be postponed, in order to prevent damage to the client.

10.5. In special circumstances, in particular if the client conducts dishonest business or business that may damage the reputation of Onaccounting AG, its clients or its service providers, the engagement may be terminated with immediate effect. In such cases, there is no entitlement to a reduction or refund of payments owed or already made.

11. Retention obligation

The client is responsible for retaining the annual financial statements, the accounting records and all other documents in accordance with commercial and tax law. Onaccounting AG reserves the right to make a copy of the documents made available to it for its own records.

12. Place of jurisdiction and applicable law

12.1. Onaccounting AG may amend these GTC at any time. If the client does not reject the new GTC within 60 days of notification, they are deemed accepted.

12.2. Swiss law applies to the engagement.

12.3. If any provision of these GTC is invalid or void, this does not affect the validity of the remaining content of the contract. The invalid or void provision is to be replaced by the legally permissible provision that comes closest to the economic or contractual purposes.

12.4. The place of jurisdiction is the registered office (Domizil) of Onaccounting AG.