1. Scope of Application
These General Terms and Conditions (“GTC”) shall apply to all present and future services offered by Triana Treuhand AG (“Company”) to its clients (“Client”). The Parties may agree in writing on provisions deviating from these GTC. Subject to any written agreements to the contrary, these GTC shall form the contractual basis for the provision of services by the Company to the Client.
No amendment to the contract shall be effective unless the Company and the Client have agreed in valid and written form upon such amendment.
Claims arising out of or in connection with the Contract may not be assigned by any Party, nor shall any change of party be effective without the other Party’s written consent.
In case of inconsistencies between these GTC and the Contract, the Contract shall prevail, unless the Contract expressly amends these GTC.
2. Performance by Triana Treuhand AG
The Contract applies to the performance stipulated in writing between the Parties.
Triana Treuhand AG’s performance comprises either a mandate pursuant to Art. 394 et seq. of the Swiss Code of Obligations (“CO”) or a contract for performance of work pursuant to Art. 363 et seq. CO.
Mandates are carried out under the Client’s direction, and the Client retains the responsibility for the results obtained. In urgent cases, Triana Treuhand AG may act without specific instructions from the customer and will be guided by the presumed interests of the customer. In such instances, the customer will be informed immediately.
Triana Treuhand AG’s performance shall be deemed fulfilled if Triana Treuhand AG has acted with due diligence and completed the services stipulated in the Contract.
Work contracts are carried out under the direction of Triana Treuhand AG. Triana Treuhand AG assumes responsibility for the work results in accordance with the criteria of acceptance specified in the Contract. Triana Treuhand AG’s performance will be deemed completed as soon as Triana Treuhand AG has provided the Client with all the work results listed in the Contract, and the Client has not, within a reasonable time, claimed that the work results do not fulfill the acceptance criteria specified in the Contract.
Unless otherwise specified in the Contract, any time schedule agreed upon for Triana Treuhand AG’s performance is provided for planning purposes only and shall not be deemed a legally binding deadline.
Triana Treuhand AG shall be entitled to use subsidiaries for the execution of the contract or individual parts thereof at its own discretion, as well as to transfer the entire or part of the execution of the contract to (external) third parties (service providers).
3. Client’s Cooperation
The Client shall provide Triana Treuhand AG in due time with all necessary information, documents, materials, instructions, infrastructure and personal resources as it may be required for the successful execution of the services. Triana Treuhand AG will assume that the information and materials provided by the Client are complete and accurate.
Any failure by the Client to fulfill its cooperation obligations may prevent Triana Treuhand AG from completing the agreed-upon services, lead to additional work, or result in other negative consequences. The Client shall bear the consequences of any failure on its part to fulfill its obligations to cooperate with Triana Treuhand AG.
4. Deliverables
For the purpose thereof Deliverables shall mean any result, tangible or intangible, of Triana Treuhand AG’s performance, including but not limited to specific services or work results. The scope of deliverables shall be subjected to the terms of the Contract.
Drafts and verbal information are non-binding and may differ significantly from the final deliverables. Triana Treuhand AG disclaims liability for any reliance on such preliminary information.
Upon full payment, Deliverables issued to the Client become the Client’s property for the agreed use. However, Triana Treuhand AG retains ownership of pre-existing materials, methodologies, software, and intellectual property of general application developed before or during the engagement.
Deliverables are intended solely for the Client and the purposes stated in the Contract. They may not be used for other purposes, shared, published, or modified without Triana Treuhand AG’s prior written consent. Triana Treuhand AG assumes no liability for losses resulting from unauthorized use, alterations, or third-party reliance.
The Client shall indemnify Triana Treuhand AG against any third-party claims arising from a breach of previous section.
5. Communication
The Parties are authorized to communicate and exchange data electronically for the entire duration of the Contract.
Both Parties shall be responsible for their own electronic communications and shall take reasonable measures to ensure their security and accuracy, utilizing industry-standard technology. Any specific security requirements (e.g., password protection, encryption) shall be expressly outlined in the Contract.
If the Parties agree to use an electronic collaboration platform, each authorized user (including users outside of Switzerland) of the Client and Triana Treuhand AG may process information and data according to their assigned user rights. This may include uploading, downloading, accessing, viewing, editing, maintaining, deleting, and storing data on the platform. The assignment of users and user rights, as well as the maintenance of the platform and related servers, shall be the responsibility of Triana Treuhand AG, which will take reasonable measures to ensure confidentiality and data protection. The Client is responsible for assigning its own users and user rights and must notify Triana Treuhand AG of any changes. Triana Treuhand AG will provide instructions regarding the use of the electronic collaboration platform.
To the fullest extent permitted by law, both Parties disclaim any liability for losses or damages arising from electronic communications or the use of electronic collaboration platforms.
6. Confidentiality
Both Parties shall keep all information disclosed under this Contract confidential, including financial circumstances of the customer, customer data, work and process flows during and after the Contract’s term.
This obligation does not apply to information that:
Is disclosed with prior written consent,
Is publicly available, or
Was lawfully known to the other Party before the Contract.
Either Party may disclose confidential information if required by law, regulatory authorities, court orders, or to protect its legal or insurance interests.
The Client is aware that legally shared tax-related information may be exchanged internationally due to legal requirements.
7. Data protection
Both Parties shall comply with the Federal Act on Data Protection (FADP). Triana Treuhand AG will process the Client’s personal data solely for contractual purposes and only as necessary for service completion, unless required otherwise by law or regulation.
Client data (including financial and personal data) may be processed in Switzerland and abroad by Triana Treuhand AG, its service providers, or subcontractors. Appropriate measures will be taken to ensure confidentiality and data protection. The Client explicitly acknowledges and, where required, consents to such processing and transfer.
Triana Treuhand AG has implemented technical and organizational measures to protect Client data from unauthorized access or processing.
Upon contract termination, the Client may request the return, deletion, or destruction of its personal data unless legal obligations require Triana Treuhand AG to retain it.
The Client warrants that all personal data provided was lawfully collected, is compliant with legal obligations, and that necessary consents have been obtained. The Client shall indemnify Triana Treuhand AG against any claims resulting from non-compliance.
Triana Treuhand AG may store Client data on secure servers for:
- Quality control, compliance checks, and engagement acceptance.
- Reporting and internal management.
- Client relationship management, including limited disclosure (e.g., name, address, contact persons, and service details).
8. Terms of payment
Fees shall be charged as stipulated in the Contract.
The invoices shall be issued on a monthly basis. Fee invoices from Triana Treuhand AG shall be paid within 14 days of receipt in each case. Triana Treuhand AG may request reasonable advances on costs at any time. If payment is not received on the due date or the advance is not paid, Triana Treuhand AG reserves the right to suspend services or terminate the mandate.
In case of late payment, the Client will incur reminder fees of CHF 30 per reminder. A collection fee of CHF 300 applies if collection measures are necessary. Interest on arrears will be charged at a rate of 5% from the default date. The Client may not set off any amounts due to Triana Treuhand AG.
9. Liability
In the event of a breach of the Contract by Triana Treuhand AG, Triana Treuhand AG shall be liable for damage caused deliberately or by gross negligence. In cases of simple negligence, Triana Treuhand AG’s liability for sustained damages shall be limited to a maximum of double the amount of fees owed to Triana Treuhand AG under the Contract, or, in the case of recurring fees, double the amount of fees paid by the Client to Triana Treuhand AG under the Contract in the twelve months preceding the date when the first cause of liability arose.
Triana Treuhand AG expressly excludes any further liability under the Contract or any other legal grounds for any of the following:
- Loss of profit
- Indirect, consequential, or incidental losses or damages
- Loss of, or damage to, data
- Loss of business revenues, goodwill, or anticipated savings
10. Termination of the Contract
The Contract shall remain in force for the duration specified within its terms. If no duration is specified, the Contract shall remain effective until the Client provides explicit or implicit instructions to Triana Treuhand AG regarding its performance.
Either party may terminate the contract in writing or by email, either with immediate effect or with effect from a specified expiry date. Upon termination of the Contract, whether in accordance with its terms or prematurely, the Client shall pay Triana Treuhand AG the fees as outlined in the Contract. In the case of premature termination for reasons solely attributable to Triana Treuhand AG, the Client shall only be liable for the fees corresponding to the portion of performance already completed.
Upon termination of the contractual relationship, Triana Treuhand AG shall provide the Client with their documents and data in a format to be agreed upon. The corresponding services of Triana Treuhand AG shall be charged accordingly. Disbursements and other incurred expenses shall be due from the Client in all cases.
Upon termination for any reason, Triana Treuhand AG shall retain copies of documents evidencing performance, as required by statutory and regulatory obligations. The Client shall not be entitled to the return of any working papers held by Triana Treuhand AG.
11. Applicable Law and Place of Jurisdiction
The Contract shall be governed by and construed exclusively in accordance with Swiss Law.
The court of competent jurisdiction in Zug shall have exclusive jurisdiction for any disputes arising out of or in connection with the contract, unless any obligatory provision of law confers exclusive jurisdiction on another court.