HomeGeneral Terms and Conditions

Version from January 1, 2025

I. General

1. These General Terms and Conditions are an integral part of the contract concluded between the Client and Rüfenacht Heer Partner AG (“RHP“) and are applicable to any legal relationship arising out of or in connection with the same, including any subsequent instructions or orders.
2. The individual provisions of these GTC are only applicable insofar as RHP has not agreed otherwise with the client.
3. RHP communicates by telephone, e-mail or fax, i.e. via means of communication which involve risks with regard to secrecy and security. Encrypted data transmission can be provided upon request.
4. If clients cannot generally or in individual cases agree to the transmission of information and documents by e-mail or fax, prior notification is required. Otherwise, RHP assumes a general consent to the use of these means of communication.
5. An order may be revoked at any time. This right is also available to RHP as agent. Obligations arising from a revocation at an untimely date shall always remain reserved. Termination of the mandate does not release the client from its obligation to pay for the work performed and the costs incurred prior to termination as well as the additional costs in connection with the proper handling and termination of its affairs.
6. RHP is entitled to destroy the created files after ten years without further notice.
7. In the event of a mandate being granted by several clients, these clients shall be jointly and severally liable towards RHP.

II. Warranty of the Client

8. The client warrants that RHP receives all necessary information required for the timely performance of the mandate. In the absence of express instructions to the contrary, RHP will not verify or check the information provided to it by the client or by auxiliary persons of the client.

III. Service Fulfillment by Employees

9. In the absence of instructions to the contrary, RHP is entitled, at its own discretion, to hand over the performance of the order to professionally qualified and suitable partners or employees and to disclose customer-specific data and information to these partners or employees. Further information and provisions in this regard can be found in the Privacy Policy.

IV. Involvement of External Specialists

10. If an order requires the involvement of domestic or foreign external specialists, in particular if special knowledge is required, the client will be informed by RHP in advance, and the further procedure will be agreed upon. The selection of the specialists is made by the client. RHP is willing to make suggestions for specialists to the client to the best of its knowledge and belief. RHP assumes no liability for the selection and no warranty for the external specialists.
11. As a rule, the client concludes a separate contract with external specialists with separate invoicing. RHP coordinates the work of the external specialists and checks their services and their invoicing (plausibility check). Due to the lack of specialized knowledge, RHP cannot assume any liability for the detailed technical instruction and the technical supervision in the specialized fields.
12. If the external specialists are charged via RHP, they are considered as auxiliary persons (“Hilfspersonen“). Any liability for auxiliary persons is excluded to the extent permitted by law. For the selection, instruction and supervision, the limitations of liability according to section 35 and 38.
13. The client agrees that data and information related to the assignment may be disclosed to the specialists within the framework of the involvement of external specialists.

V. Workload

14. The time required shall be determined by the amount of work necessary for the diligent performance of the order. Unless otherwise agreed between the parties, RHP shall not be bound by any specific time requirements.

VI. Persons authorized to give Instructions

15. In relation to RHP, those persons are deemed to be authorized to give instructions who have been indicated by the client to RHP on the “List of persons authorized to give instructions”. RHP is entitled to refuse instructions from third parties not included in the aforementioned list.

VII. Remuneration

16. The remuneration for services rendered by RHP as well as for actual expenses and actual out-of-pocket expenses incurred by RHP shall be settled in accordance with RHP’s fee schedule. In addition, an administration fee of 3% of the invoiced consulting fees will be charged.
17. As of the second reminder, RHP may charge reminder fees in the amount of CHF 20 each.

VIII. Cancellation

18. The contractual relationship between the client and RHP may be terminated by RHP pursuant to art. 404 para. 1 CO at any time without notice. In particular, RHP is entitled to unilaterally terminate the contractual relationship with the client without notice in case of default of payment by the client.
19. After termination of the contractual relationship, RHP shall release all data to the client upon first request. RHP is entitled to irrevocably delete all data one month after termination of the contract.

IX. Confidentiality

20. RHP is subject to professional confidentiality obligations. RHP treats all information received from the client, which is not generally known, as confidential.
21. Due to legal provisions, judicial or official orders, RHP may be obliged to comply with certain disclosure obligations. Such obligations take precedence over professional and contractual duties of confidentiality.

X. Software

22. RHP may provide clients with accounting, tax and auditing software (hereinafter “Software“). This software can be used by clients to upload data directly for further processing by RHP and/or to process data themselves on RHP’s software systems.
23. The Software provided by RHP to the client belongs to and remains the property of RHP or RHP’s licensors.
24. The client receives the non-exclusive, non-transferable, time-limited, fee-based and revocable right to use the Software for the duration of the contractual relationship. The client may not sublicense, sell, lease or transfer the Software or otherwise make it available in whole or in part to third parties.
25. Any liability of RHP in connection with the use of the Software by the client is excluded.
26. For data fed into the Software by the client and preparatory work by the client, the client bears full and sole responsibility. RHP does not check these data and preparatory works by the client (this concerns in particular independent bookings of the client when using an accounting software and subsequent commissioning of RHP for the preparation of the annual financial statements or continuation of the accounting) – without other instruction of the client.
27. RHP is not liable for any damage caused to the client directly or indirectly by the use of the Software provided by RHP.

XI. Privacy

28. The processing of personal data by RHP in the course of its business activities is governed by the relevant provisions of RHP’s privacy policy.
29. RHP’s privacy policy is an integral part of these General Terms and Conditions and of the contractual relationship with RHP.
30. In the course of providing services, RHP makes use of external IT service providers and cloud providers with servers in Switzerland and abroad and uses certain IT services as well as communication tools that may be associated with data security risks (e.g. Zoom, Microsoft Teams, Microsoft Office 365). If the client requires special security measures for its data, it is the client’s responsibility to inform RHP.

XII. SRO

31. The Client acknowledges that RHP is a financial intermediary under Swiss law and is therefore bound by the provisions of the Swiss Anti-Money Laundering Act and by the specific rules of the recognized self-regulatory organization (“SRO“) to which RHP is affiliated. The Client therefore undertakes to provide RHP with all necessary information and documents required by RHP to fulfill its obligations under the Swiss Anti-Money Laundering Act.
32. In particular, the client is obliged to cooperate in the identification of the client and to fill in any SRO forms completely and truthfully.

XIII. Exclusivity and Know-how

33. These GTC and all related contracts do not create any exclusivity rights for the contracting parties. RHP may conduct the same or similar mandates for third parties.
34. RHP’s clients benefit from the know-how (concepts, methods, ideas, formulations, templates, etc.) that RHP has built up over many years of client work. The know-how, which is developed in the mandates, is not exclusive without a written agreement to the contrary and may be used by RHP – under consideration of the confidentiality obligations – also for other clients.

XIV. Liability

35. RHP shall be liable for the faithful, careful and conscientious performance of the work commissioned. RHP cannot give any warranty or guarantee for the occurrence of certain economic events or consequences. Any complaints are to be communicated by the client immediately.
36. Contractual and non-contractual liability for average and slight negligence is excluded for all liability constellations (own conduct, selection, instruction and supervision of third parties, etc.).
37. RHP is liable exclusively for proven direct damage caused intentionally or by gross negligence.
38. Consultations are provided exclusively for the client’s use and for the purpose of fulfilling the specific order. Consulting results may not be used by the client for other purposes or used as a basis or disclosed to other persons without prior written consent by RHP.
39. VAT statement, tax return and wage reports are prepared and submitted on behalf of the client, the responsibility for the completeness and accuracy of the VAT statement, tax return and wage reports remains with the client.
40. If statutory or legal deadlines cannot be met because (i) RHP was not or belatedly instructed by the client about the deadline or (ii) RHP does not receive the documents and/or information necessary to meet the deadline from the client in due time or (iii) the client fails to perform necessary acts of cooperation, RHP cannot be held liable by the client for any damages resulting from the failure to meet the deadline.

XV. Entry into force and amendment

41. These GTC shall enter into force as of 1^st January 2025.
42. RHP is entitled to amend the GTC, whereby the new GTC must be brought to the attention of the client and the client’s consent must be obtained.

XVI. Applicable law / jurisdiction

43. Swiss substantive law shall apply to this contractual relationship.
44. The exclusive place of jurisdiction is Solothurn.