General Terms and Conditions Revision
Onaccounting AG
General Terms and Conditions: Revision
1. Scope
These general terms and conditions (“GTC”) regulate the rights and obligations of the contracting parties. Onaccounting AG reserves the right to change or add to the GTC at any time. The current GTC can be viewed at https://onaccounting.ch/allgemeine_geschaeftsbedingungen_revision/.
2. Scope and execution of the order
2.1. The scope of the services to be provided is determined by the customer's order. Any changes and/or additions to the contract and/or its components must be made in writing.
2.2. The parties recognise correspondence via email as being in writing.
2.3. Onaccounting AG is committed to the careful fulfilment of orders in compliance with the requirements of the profession.
3. Publication and use of reports
3.1 Onaccounting AG provides the customer with the results of its services, "Reports", in written or electronic form. The reports are only binding once they have been legally signed. Drafts, interim reports or verbal information may contain deviations from the signed report and are only binding with written confirmation from Onaccounting AG.
3.2 The annual accounts and our audit report can be made available to a wider public as an integral part of the business report or other documents. In this case, the customer is responsible for ensuring that the audit report of Onaccounting AG is only used together with the annual accounts audited by Onaccounting AG and that the remaining parts of the business report or other documents are consistent with it. The customer will provide a copy of the business report or the other documents to Onaccounting AG before publication. This also applies to any translations.
3.3. Other reports are intended for the use and information of the customer. The customer may not copy, disclose or quote such reports in whole or in part without the prior written consent of Onaccounting AG, unless the customer is required to do so by law or official orders. In this case, the customer must inform Onaccounting AG in writing in advance.
3.4. The customer may not quote, reproduce or use the name or logo of Onaccounting AG in any other way without the prior written consent of Onaccounting AG.
4. Confidential Information
4.1 In connection with the provision of its services, Onaccounting AG may obtain confidential documents or information as well as personal data about the customer's business and its employees ("Confidential Information"). With regard to confidential information, Onaccounting AG complies with the provisions of the law as well as its supervisory authorities and professional organizations. Onaccounting AG will disclose confidential information to the extent that it is required to do so by law or official orders.
4.2. In addition, Onaccounting AG can disclose confidential information to its employees, expert third parties and companies (right of substitution) and have it processed by them, provided that they are subject to a legal or contractual obligation of confidentiality. The customer releases Onaccounting AG from all obligations regarding confidentiality (including audit secrecy) that would prohibit such disclosure.
4.3. The working papers are the property of Onaccounting AG. Based on the provisions of the Audit Supervision Act or the Financial Market Supervision Act, Onaccounting AG can be requested by the Federal Audit Supervisory Authority (FAOA) or the Swiss Financial Market Supervisory Authority (FINMA) to hand over working papers. In such cases, Onaccounting AG can hand over these working papers at the request of the FAOA or FINMA. The FAOA and FINMA can make these working papers available to other authorities.
5. Industrial property rights
5.1. After full payment, the signed report belongs to the customer for use in accordance with the agreement.
5.2. With the exception of pre-existing intellectual property rights of the Customer or a third party, all intellectual property rights (including know-how, working methods and work processes) related to the provision of the Services and the Report belong to Onaccounting AG.
6. Liability
6.1 Onaccounting AG is liable for the legally required audit services in accordance with the relevant legal provisions.
6.2. Onaccounting AG shall be liable, for whatever legal reason and to the extent permitted by law, up to a maximum of the amount of the fee owed to Onaccounting AG for this purpose.
7. Remuneration
7.1. Onaccounting AG invoices the fee according to the order confirmation. Unless expressly agreed otherwise, the fee is based on the applicable hourly rates and the actual time spent. Cost estimates are based on the assessment of the work that will necessarily be required in the future as part of the task and assume that the customer has fulfilled their duty to cooperate. The starting point for such estimates is the data provided by the customer. As a result, such cost estimates are not binding for the final calculation of the fee. Cost estimates and other details of fees or expenses are exclusive of VAT.
7.2. If a flat fee has been agreed in the order confirmation and unforeseeable circumstances arise that increase the scope of the mandate, Onaccounting AG reserves the right to define a more suitable accounting subscription with the client. Onaccounting AG expressly reserves the right to compensate for inflation and to make model changes.
7.3. In case of late payment of the amount due, Onaccounting AG may suspend the provision of the service without prior notice and without compensation to the Client.
7.4. Subsequent changes to the content of the service that are required or requested by the customer will result in an appropriate adjustment of the fee. Onaccounting AG may request appropriate advance payments on fees or expenses, as well as issue interim invoices for work performed and expenses incurred. It may make the provision of further work dependent on the full payment of the amounts claimed.
7.5. Fee invoices and expense statements are due for payment after the payment deadline on the fee invoice has expired. The debtor will be in default without a reminder if payment is not made as agreed. If the debtor has to be reminded due to late payment, he will be charged 40 francs for each reminder. All other expenses incurred in the context of collecting overdue claims will be borne by the debtor. If reminders are unsuccessful, the invoice amounts can be assigned to a company commissioned with debt collection.
7.6. The persons who request a service from Onaccounting AG and are responsible for the company are jointly liable for the invoice. When auditing liquidations, the client as a natural person and not the company being audited always bears the costs incurred.
8. Customer Cooperation
8.1. The client shall provide Onaccounting AG with all documents and information required for the provision of the services in a timely manner and without special request. In addition, the client shall inform Onaccounting AG in a timely manner about events and circumstances that may be relevant to the provision of the services. This also applies to documents, information, events or circumstances that only become known in the course of the provision of the services or, if the report is to be presented to a general meeting, after the report has been delivered up to the general meeting.
8.2. Onaccounting AG assumes that the information and documents provided are correct and complete. In the case of audit services, the customer will provide Onaccounting AG with a signed declaration of completeness, together with a signed copy of the audit object corresponding to the agreement (such as annual accounts or other documents). In all other cases, the customer will provide Onaccounting AG with a written confirmation of the correctness and completeness of the information and documents upon request.
8.3. If Onaccounting AG, at the request of the customer or based on its own assessment for reasons of efficiency due to the nature of the services, carries out its work at the customer's premises or uses the customer's computer systems or telephone systems, the customer shall take the necessary precautions regarding access, security, IT security, premises, licenses, consents, etc. at no cost to Onaccounting AG.
9. Termination of the contract
9.1 The contract ends with the fulfillment of the agreed service, with the expiry of the agreed term or with revocation or termination.
9.2. An order concluded for an indefinite period can be revoked or terminated at any time; the revocation or termination must be made in writing. In accordance with Art. 404 Para. 2 OR, an inopportune revocation or termination will result in liability for damages. An inopportune revocation or termination occurs when the revocation or termination occurs without good cause at an inopportune moment and causes particular disadvantages for the other party.
9.3. In the event of termination, the customer must pay for the services provided up to the time of termination of the contract. The services provided must be paid for by the customer on the basis of the actual time spent and the applicable fee rates plus any expenses incurred.
9.4. If the contract is terminated by Onaccounting AG, in order to avoid damage to the client, the actions that are reasonable and cannot be postponed must be taken in any case.
9.5. Under special circumstances, namely if the client conducts unfair business or business that may damage the reputation of Onaccounting AG, its customers or service providers, the contract can be terminated without notice. In such cases, there is no entitlement to a reduction or reimbursement of payments owed or already made.
10. Data Protection
10.1. The customer and Onaccounting AG comply with the applicable data protection law, in particular the Swiss Federal Data Protection Act and, where applicable, Regulation EU 2016/679 GDPR.
10.2. Personal data provided by the customer or on behalf of the customer may be processed by Onaccounting AG and third parties in Switzerland and abroad. General information on the processing of personal data by Onaccounting AG can be found at: https://onaccounting.ch/datenschutzerklaerung/
10.3. Onaccounting AG takes technical and organizational measures appropriate to the risk to protect personal data.
10.4. The customer will only provide personal data to Onaccounting AG if (i) this is necessary for the provision of the service, (ii) it was collected lawfully and (iii) any necessary consents of the data subjects concerned have been obtained and they have been informed about the processing.
11. Digital information exchange
11.1. The parties may use electronic solutions (email, communication platform, cloud services and similar) to process their services and communicate. During electronic transmission and storage, data may be intercepted, destroyed, manipulated or otherwise adversely affected, lost for other reasons and arrive late or incomplete. Each party is therefore responsible for taking appropriate precautions to ensure error-free transmission, receipt and storage and to identify elements that are defective in terms of content or technology.
11.2. Onaccounting AG takes appropriate precautions to ensure that the data is adequately protected against loss and theft. Onaccounting AG is free to obtain corresponding services from professional third-party providers.
11.3. Onaccounting AG can provide the customer with third-party software. The conditions are based exclusively on the information provided by the software provider. However, Onaccounting AG ensures that the software is maintained and updated according to the provider's specifications. The customer acknowledges that the third-party provider may gain access to his data as part of the maintenance.
11.4. For all of these applications, Onaccounting AG is responsible for carefully fulfilling its obligations and complying with Swiss legal requirements. However, it cannot accept any responsibility for the absolute protection of data and data transmission.
11.5. Onaccounting AG uses software and servers in Switzerland and abroad.
12. Retention obligation
12.1 The customer is responsible for storing the documents and data and for complying with legal regulations.
12.2 Onaccounting AG reserves the right to make a copy of the documents made available to it for its own documentation purposes and ensures that it retains its documents and data for ten years.
13. Place of jurisdiction and applicable law
13.1. These General Terms and Conditions may be amended by Onaccounting AG at any time. If the customer does not reject the new General Terms and Conditions within 60 days of notification, they are deemed to be approved.
13.2. Swiss law applies to the contract.
13.3. Should any provision of these Terms and Conditions be invalid or void, this shall not affect the validity of the remaining content of the contract. The invalid or void provision shall be replaced by a legally permissible provision that comes closest to the economic or contractual purpose.
13.4. The place of jurisdiction shall be the domicile of Onaccounting AG.