General Terms and Conditions (GTC) of Interfiducia AG, based in Kloten

The present General Terms and Conditions apply to all services provided by Interfiducia AG to its clientele, unless otherwise stipulated by law in individual cases.

By placing an order the client acknowledges the present General Terms and Conditions of Interfiducia AG. The General Terms and Conditions are an integral part of all offers and order confirmations of Interfiducia AG. They take precedence over any general terms and conditions of the Customer.

Interfiducia AG reserves the right to make changes to these GTC at any time and to publish the latest version on www.interfiducia.ch. The new version of the GTC comes into force by publication on the website of Interfiducia AG.

Every client relationship between Interfiducia AG and the client must be based on the express consent of Interfiducia AG in this regard.

Every client relationship is deemed to be concluded with Interfiducia AG, even if the client expressly or implicitly intends that the client relationship be carried out with a specific person. This applies in particular - but not limited to - if a power of attorney is issued in favor of a specific person.

Interfiducia AG accepts instructions from the client or the persons designated by the client. The client agrees that Interfiducia AG is entitled to rely on instructions from such persons.

The client guarantees that Interfiducia AG will receive all relevant information in a timely manner that Interfiducia AG needs to fulfill the mandate or without special request which are necessary for the timely fulfillment of the mandate. Without express instructions to the contrary, Interfiducia AG will not verify or check the information it receives from the client or other persons acting on behalf of the client. The client acknowledges that Interfiducia AG may rely on such information to fulfill the mandate. Interfiducia AG is only responsible for checking the accuracy and correctness of the customer's documents, information and figures if this has been agreed in advance in writing.

If Interfiducia AG acts for the same client in different matters, the client should not assume that information, which has been communicated to one person in a particular matter can also be passed on to other people who are involved in another matter. The client is therefore required to communicate all information that is relevant to a matter directly to the relevant contact person.

Appointments are considered objectives unless binding appointments have been expressly agreed.

To carry out the order, Interfiducia AG is entitled to involve expert third parties and companies (right of substitution).

These third parties are also subject to confidentiality.

Without express written instructions to the contrary, the client agrees that Interfiducia AG can use electronic means without encryption to communicate with the client or with third parties about the client's concerns. The client acknowledges that communication via electronic means, such as E-mail or internet-based applications are associated with risks. In particular, there is a risk that third parties may become aware of the communication content, that the content of such communication may be infected with computer viruses, manipulated or corrupted, or that such communication may be incorrectly delivered, delayed or not received. Interfiducia AG is not liable for such risks.

Interfiducia AG recommends that clients carry out their own virus checks on all of their systems, data and communication media.

All industrial property rights such as intellectual property rights and license rights to the documents, products or other work results produced by Interfiducia AG within the scope of the execution of the contractual relationship as well as to the know-how developed or used in the process shall be the exclusive property of Interfiducia AG, irrespective of any cooperation between Interfiducia AG and the Client. Interfiducia AG grants to the Client a non-exclusive and non-transferable right of use for the Client's own exclusive use in perpetuity of the documents, products and other work results provided to the Client, including the respective associated know-how.

The transfer of documents, products and other work results or parts thereof as well as individual technical statements to third parties by the client is only permitted with the express written consent of Interfiducia AG. The Client shall refrain from modifying the documents provided to him by Interfiducia AG, in particular the binding reports. The same applies to products and other work results, as far as their purpose does not consist in a further processing by the client. A reference to the existing contractual relationship between the parties, in particular in the context of advertising or as a reference, is only permitted with the mutual consent of both parties.

Unless otherwise agreed, the client agrees that Interfiducia AG will invoice its services according to the time spent. Interfiducia AG charges for all services rendered within the scope of the consultancy of the mandate, including clarifications, documentations, meetings, travels, etc.

The applicable hourly rate is based on the experience and seniority of the specialists involved. Interfiducia AG reserves the right to unilaterally adjust the hourly rates on an annual basis.

Unless otherwise expressly agreed in writing, any cost estimate, estimate or indication of expected fees is only a non-binding estimate. Furthermore, any estimate, estimate, statement, fixed fee or cap on fees shall be exclusive of disbursements, taxes, etc. 

In addition to the fee, Interfiducia AG will charge a small lump sum for expenses to cover general office costs including shipping costs, telephone costs, costs for electronic communication, expenses for photocopies as well as for the provision of documents, database research, etc.

Interfiducia AG reserves the right to forward any third-party invoices to the client for direct payment.

Interfiducia AG is entitled to claim services from third parties in the name of and for the account of the Client, including - but not limited to - translation services and the like, and is authorized to conclude corresponding contracts for such services in the name of and for the account of the Client. 

Unless otherwise stated, all amounts are exclusive of value added tax (VAT). Any VAT to be paid by Interfiducia AG will be charged additionally to the client.

Likewise, all applicable foreign taxes and deductions shall be borne by the client or invoiced to the client.

Unless otherwise agreed, invoices of Interfiducia Ltd. are to be paid within fifteen (15) days after issue. The client is not entitled to postpone the payment obligation and/or to offset the claim.

In case an invoice is not paid within the given period of time, the client is in default without further ado and may be obliged to pay the legal default interest. In addition, Interfiducia AG reserves the right to stop the activity for this or also for another mandate of the client. Actions of Interfiducia AG in connection with the enforcement of the claim for payment will be charged to the client at the usual hourly rates of the persons entrusted with this task.

The Client irrevocably releases Interfiducia AG and any employees, consultants, attorneys, partners or other persons or companies associated with Interfiducia AG from their professional duty of confidentiality in enforcement measures, court and/or arbitration proceedings to the extent necessary for the prosecution and enforcement of the claims for fees and expenses of Interfiducia AG.

Interfiducia AG can request the client to pay an advance on costs for fees and expenses. Interfiducia AG reserves the right to increase this advance amount at a later date. Advances for costs will be carried forward during the term of the mandate and deducted from the final invoice upon termination of the mandate. 

Several clients are liable to Interfiducia AG as joint and several debtors.

Complaints arising from the order are to be notified immediately. Interfiducia AG is to be given the opportunity to rectify the situation.

Interfiducia AG is liable to the client only for unlawful intent and gross negligence. The existence of unlawful intent or gross negligence has to be proven by the client who wants to derive a claim from it.

This limitation of liability also applies to all persons to whom Interfiducia Ltd. has delegated the management of business transactions.

In case of substitution, the liability of Interfiducia AG is limited to the proper selection, instruction and supervision of the third party.

The e-mail traffic from and with Interfiducia AG can also take place via public, not specially protected data transmission networks. Interfiducia AG disclaims any liability for damages incurred by the client as a result of transmission errors, technical defects, malfunctions or interference with the facilities of the network operators.

The limitations of liability regulated in clauses 7.4 and 7.5 above also apply to the selection of IT programs and applications (such as cloud solutions) with which Interfiducia AG works.

In case of damage, the liability of Interfiducia AG is limited to the amount of three times the paid annual fee. This is also valid in case of substitution.

The client agrees that any liability claims are exclusively directed against Interfiducia AG. The Client hereby declares that it will not initiate any lawsuits or proceedings and waives any claims against employees, consultants, attorneys, partners or other persons associated with Interfiducia AG.

Any advice given by Interfiducia AG is solely for the use and benefit of the Client and may not be used or relied upon or disclosed to any other person by the Client without the prior written consent of Interfiducia AG (except to the Client's advisors who must have such knowledge but may not rely on such advice).

If the role of Interfiducia AG is to support the client in coordinating the activities of other consultants of the client, Interfiducia AG is not responsible for their consulting services. It is the client's responsibility to ensure that it receives these consulting services, that it takes them into account and that they are suitable for the client's purposes.

In the absence of an express agreement to the contrary, Interfiducia AG is not liable for advice on foreign law, i.e. non-Swiss law. Interfiducia AG is also not obliged to update information already given by the client. 

In the case of force majeure, the party that cannot fulfill its contractual obligations because of this is in no way liable to pay damages to the contractual partner. It shall be released from its contractual obligations as long as and to the extent that the force majeure continues. If the force majeure ceases, the contractual rights and obligations shall resume, unless the force majeure lasts for more than one year. In this case, the party not affected by the force majeure shall be entitled, but not obliged, to revoke or terminate the contract by written notice.

Interfiducia AG is subject to professional confidentiality obligations. Interfiducia AG treats all information received from the client, which is not generally known, confidentially. This duty of confidentiality continues to exist after the termination of the contractual relationship. Nevertheless, the Client agrees that Interfiducia AG may disclose relevant information in order to protect and/or defend itself in any actual ora threatened civil, legal or regulatory proceedings or to enforce its claims against the Client pursuant to Clause 6. Furthermore, Interfiducia Ltd. may also disclose relevant information in confidence to its insurers, insurance brokers, auditors and consultants.

Due to legal provisions to combat money laundering and terrorist financing as well as due to sanction provisions, Interfiducia AG may also be obliged to comply with certain disclosure obligations vis-à-vis the competent authorities. Such obligations take precedence over the professional secrecy obligations of Interfiducia AG. In this case, Interfiducia AG will (where permissible and practicable) inform the client of the request or the need for disclosure.

Interfiducia AG may outsource certain services (in particular with respect to foreign law) and support services (such as translations, interpretation services, etc.), provided that the support service providers have agreed to maintain confidentiality.

In the absence of explicit instructions to the contrary, Interfiducia AG is permitted to communicate with employees, consultants or bodies of the client's company (or affiliated companies) and to exchange information for the purpose of providing services. 

It may happen that Interfiducia AG is active for other persons or has certain information concerning such persons, who are active in similar business areas as the client or whom the client may consider as competitors. Interfiducia AG is under no obligation to disclose such information to the client.

Interfiducia AG can pass on data and information of the client for the fulfillment of its contractual obligations, if the client has expressly agreed to this, if Interfiducia AG is legally obligated to do so or if this is necessary for the provision of the services requested by the client. The use of the disclosed data by the third parties is strictly limited to the contractually agreed purposes. Interfiducia AG may systematically record the client data in its own CRM system and use the data to contact the client regarding further services. Furthermore, the rights and obligations of Interfiducia AG in this regard are governed by the currently valid privacy policy, which can be found on the website www.interfiducia.ch.

It may happen that Interfiducia AG cannot accept a mandate or has to stop working for the Client due to legal or professional rules, if there is a conflict between the obligations of Interfiducia AG towards the Client and other clients or between the interests of Interfiducia AG and the interests of the Client. The Client agrees to provide Interfiducia AG at any time with all information necessary to conduct a conflict search. Furthermore, the client is required to inform Interfiducia AG immediately of any circumstances which in its eyes could constitute a potential conflict of interest.

The client acknowledges that Interfiducia AG, when accepting a mandate, does not guarantee exclusivity with regard to advice on a specific industry or market.

Subject to legal and professional rules, Interfiducia AG may act for other clients in transactions, disputes or other matters in which the client or entities affiliated with the client have an interest, provided that Interfiducia AG does not breach its duties to the client in doing so.

Subject to longer legal periods, Interfiducia Ltd. has to keep the documents for a period of 10 years. However, this obligation expires before the expiry of this period if Interfiducia Ltd. has requested the client in writing to take receipt of the documents and the client has not complied with this request within 6 months after having received them.

After the expiration of this period, Interfiducia AG may destroy these files without prior notice.

The client is obliged to pay the fee and the cash expenses to Interfiducia AG. Until payment of the outstanding claims, Interfiducia AG is entitled to retain the files in its possession.