General Terms and Conditions for Fiduciary and Advisory Services

1 Fiduciary and consulting mandate and scope of application

1.1 These General Terms and Conditions (“GTC”) form an integral part of the contracts concluded between the client and Trivium360 Fiduciaire J. Ridderbos (hereinafter: Trivium360) for the provision of fiduciary and consultancy services (hereinafter: “order confirmation”). The order confirmation and the GTC constitute the corresponding contractual fiduciary and consulting mandate.

1.2 The content of these GTC shall apply unless a deviation from them is expressly agreed in writing in the order confirmation. Amendments to the fiduciary and consulting mandate require the written, legally signed consent of the parties.

1.3 The assignment of a claim arising from the fiduciary and consultancy mandate or a change of party shall require the prior written consent of Trivium360.

 2 Fiduciary and consulting services of Trivium360

2.1 The object of the fiduciary and consulting mandate is the fiduciary and consulting services listed in the order confirmation.

 3 Cooperation of the client

3.1 The client shall ensure that Trivium360 receives all documents and information required for the consultancy services in good time.

3.2 The client is responsible for the completeness, legal conformity and business justification of the documents and receipts submitted.

3.3 If documents and receipts are submitted to Trivium360 in digital form, the client is responsible for the legally compliant storage of the documents and receipts.

 4 Work results and reporting

4.1 Drafts or verbal information provided by Trivium360 are not binding, as they may deviate significantly from the final work result. Trivium360 declines all responsibility for damages incurred by the client or third parties as a result of reliance on drafts or verbal information.

 4.2 All written work results created for the client, handed over to him and paid for by him, belong to the client for the agreed use. The associated intellectual property rights (including know-how) shall remain with Trivium360.

4.3 Contractual agreements between the employer and a third party (e.g. a bank) concerning direct reporting by Trivium360 to the third party are only binding for Trivium360 if Trivium360 has expressly given its written consent.

4.4 If the Client reproduces or duplicates (in print or electronically) reports of Trivium360, the entire subject matter of the trust and consulting services must also be reproduced. The client shall grant Trivium360 access to a draft prior to reproduction or duplication and obtain the written consent of Trivium360 for reproduction or duplication.

4.5 Work results of Trivium360 are intended exclusively for its addressees. The fiduciary and consulting services are planned and carried out by Trivium360 for the purpose and group of recipients specified in the order confirmation. Work results of Trivium360 may not be used for any other purpose, passed on to third parties, made accessible to third parties or modified without the prior written consent of Trivium360.

4.6 Irrespective of any consent given, Trivium360 shall not be liable for any damage resulting from the use of the work results for other purposes or by third parties, or from changes to the work results. Furthermore, the Client undertakes to indemnify Trivium360 in full against claims by third parties in connection with the use of results, individual information or work results from the order by the Client (including court and legal costs), unless the corresponding results, information or work results are incorrect, incomplete or misleading and Trivium360 has acted with intent or gross negligence, or gross negligence.

 5 Involvement of third parties by Trivium360

5.1 Trivium360 may engage third parties as subcontractors for the fulfillment of the order and for administrative purposes.

5.2 However, the fiduciary and consulting mandate exists only between Trivium360 and the client. Trivium360 is solely responsible to the client for the provision of the consultancy services and the protection of the information and data transferred to the subcontractors.

 6 Confidentiality and data protection

The provisions of the Trivium360 privacy policy apply here.

 7 Fees, expenses and other disbursements

7.1 Trivium360 shall invoice the fee in accordance with the order confirmation.

 7.2 If daily fee rates are agreed, these are based on eight working hours. Overtime shall be invoiced additionally. Travel time is considered working time.

7.3 If a lump sum or fixed fee has been agreed in the order confirmation, we shall adjust the fee in the event of unforeseeable circumstances arising in the scope or execution of the mandate which lead to an increase in the consulting costs for Trivium360.

7.4 Expenses (e.g. travel and accommodation costs, allowances for meals, postage, printing, etc.) and other expenses incurred in connection with the provision of fiduciary and consultancy services are not included in the fee and shall be invoiced to the client as expenses at the rates stated in the order confirmation or at actual cost.

7.5 Fees, expenses and other disbursements are exclusive of VAT, other taxes and duties.

7.6 Trivium360 may request advance payments for fees, expenses and other disbursements and issue interim invoices for services already rendered and expenses already incurred. If advances are requested or interim invoices are issued, Trivium360 may make the provision of further services dependent on full payment of the amounts claimed.

 8 Invoicing and terms of payment

8.1 The invoices issued by Trivium360 must be objected to by the Client within seven days of receipt, otherwise they shall be deemed approved.

8.2 Unless otherwise agreed by the parties, a payment period of thirty days from the invoice date shall apply.

8.3 The client may only assert offsetting for claims that are undisputed or have been established by a final judgment.

8.4 The client’s payment obligation relates to the invoiced service amount plus the VAT owed.

 9 Liability

9.1 Trivium360 shall provide the agreed fiduciary and consultancy services with due care. In the event of breaches of contract by Trivium360 or its auxiliary persons, Trivium360 shall only be liable for proven direct damage to the client caused intentionally or through gross negligence. Any further liability arising from the contract or on any other legal grounds is expressly excluded.

 10 Electronic communication

10.1 For the duration of the trust and consultancy mandate, the parties are entitled to communicate and transfer data electronically.

10.2 Each party shall be responsible for its own electronic communication and shall take appropriate precautions in accordance with the current state of the art to ensure secure and error-free communication. If special security precautions are to apply (e.g. password protection, encryption), these must be expressly stated in the order confirmation.

10.3 To the extent permitted by law, both parties disclaim any liability for damages arising in connection with electronic communication.

10.3 To the extent permitted by law, both parties disclaim any liability for damages arising in connection with electronic communication.

 11 Termination of the trust and consultancy mandate

11.1 After termination of the mandate, Trivium360 may retain a copy of the documents on which its fiduciary and consultancy services are based in order to comply with its retention obligations. The Client has no claim to the surrender of working papers of Trivium360. These shall remain the property of Trivium360.

11.2 Subject to Clause 11.1, the parties are obliged to return or destroy all written and/or otherwise recorded information received from the other party, including all copies made, to the requesting party immediately after termination of this fiduciary and consulting mandate at the written request of the other party. The complete return or destruction of all such information shall be confirmed in writing to the requesting party. Each party shall bear its own costs arising from the obligation to return the information.

11.3 In the event of premature termination of the fiduciary and consultancy mandate, the client shall pay Trivium360 the agreed fee for fiduciary and consultancy services already rendered as well as expenses incurred and other disbursements in accordance with Clause 7.

 12 Applicable law and place of jurisdiction

12.1 The fiduciary and advisory mandate shall be governed exclusively by Swiss law.

12.2 The exclusive place of jurisdiction for all disputes in connection with the fiduciary and advisory mandate shall be the District Court of Lausanne, unless another court has exclusive jurisdiction on the basis of mandatory statutory provisions.