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Swiss Terms of Business

January 2016
Interpretation

In this Terms of Business references to “us” “we” “ourselves” “the company” are references to US Tax & Financial Services Sàrl, (“USTAXFS”) a company registered in Switzerland under registration number CH-020.4.027.287-8 whose registered office is at Löwenstrasse 28, 8001 Zurich. References to “you” “the client” and “yourselves” are references to the person or company (whether corporate or incorporate) on whose behalf this Terms of Business are signed. All other references to pronouns should be interpreted accordingly.

Any reference to a statute or a statutory provision includes a reference to it as from time to time amended, extended or re-enacted.

Reference to our Engagement Letter is reference to any letter of instruction from ourselves to yourselves confirming your instructions. All such Engagement Letters are to be read in conjunction with this Terms of Business, and together the Engagement Letter(s) and the Terms of Business constitute the entire agreement between us (Engagement). References to the Engagement, or Engagement Letter(s) shall be read as references to such entire agreement.

In the event of any difference between the contents of this Terms of Business and any Engagement Letter between us, then the terms of the Engagement Letter shall prevail.

Terms of Business

Our Terms of Business may be found online at: http://www.ustaxfs.com/termsofbusiness_ch. A printed version will be sent to you upon request.

Extent of the Engagement Letter

When we send you an Engagement Letter for a particular transaction, then that specific Engagement Letter will confirm your instructions, and will set out the extent of the work which we will undertake on your behalf in accordance therewith. Our Engagement Letter governs the relationship between you and us insofar as it relates to the work envisaged hereunder. We will provide the services set out in the Engagement Letter, and in return you will pay us the fees, calculated in accordance with the provisions of the Engagement Letter or this Terms of Business.

Any services provided at your request outside the terms of an existing Engagement Letter will be charged on a time basis at our then prevailing rates until and/or unless we have agreed on separate terms in writing.

Fees

You agree that you will pay for the services rendered by us under the terms of the Engagement. Such fees will be charged at our prevailing rates, or as agreed in an Engagement Letter.

Disbursements

You will be responsible for all expenses which we incur in acting for you. These will generally (but not always) fall within two categories – external consultants’ expenses, and disbursements.

External consultants’ expenses will include, but not be limited to, the fees of solicitors, barristers, accountants and lawyers, including their respective disbursements, and you agree that you shall reimburse us for any such costs incurred by us on your behalf which have been agreed by yourselves in advance of their being incurred.

In addition, we shall invoice you for any other costs and expenses incurred by us (disbursements) which may include, but shall not be limited to, certain administrative tasks, long distance telephone calls, courier and other delivery fees, postage, fax, photocopying, computer and software charges, and travel expenses.

By engaging USTAXFS you authorize USTAXFS to discuss your case and provide copies of documents (such as identifying documents, utility bill, bank statement, etc.) to the competent taxing authorities or to any third person or entity mandated by us and on behalf of you in order to fulfill our duties under the Engagement.

VAT

As required by the applicable law, we shall (if applicable) add Value Added Tax to our charges at the rate which is in force when the work is carried out.

Estimates

At the outset of an Engagement, if requested to do so by you, we may provide you with an estimate of the likely costs involved in the Engagement. It is the nature of many financial transactions that the actual costs incurred may vary significantly (upwards or downwards) from that estimated.   Variation can occur as a result of either matters beyond our control (such as an increase in the amount of external fees or taxes) or unforeseeable by ourselves at the time of giving the estimate. Any estimate should therefore be taken as a rough guide, and not as a guarantee or a fixed quotation. In the event that the amount of the costs involved in an Engagement look likely to exceed substantially any estimate given, then we shall use all reasonable endeavours to raise with you the likelihood of this occurring so that you may budget or plan accordingly.

Invoices

During the course of our engagement, you will receive invoices periodically, usually for services performed during the preceding month, where our work in progress exceeds CHF 1,000 unless otherwise agreed or it is clear that work will be completed and invoiced at the end of the following month.

Invoices are due and payable within 14 working days upon receipt. There will be a late charge, as set forth below, on any unpaid and matured balances. Please note that we may cease our work under this Engagement Letter immediately and in our sole discretion if 15 days following the receipt of our invoice the respective payment could not be registered in our books unless other mutually satisfactory arrangements have been made in writing. Any claims against USTAXFS for damages resulting from such a commencement or cessation are excluded.

In the event that it becomes necessary for USTAXFS to seek legal recourse to receive payment of our fees and charges through litigation or arbitration, you hereby agree to reimburse USTAXFS for all out-of-pocket expenses, as well as any of the time expended by us at the hourly rates then in effect, to secure such payment. For purposes of our agreement, the term “out-of-pocket expenses” also includes any legal fees and all other expenses in connection with any attempt (including litigation) to collect our fees and charges.

Payments on account

Where requested in the Engagement Letter you should send us a payment on account in order to cover the fees and charges to be incurred within an Engagement.  We may from time to time request further payments on account.  We reserve the right not to commence any work until receipt of the requested payment on account or to cease commenced work if the requested further payments on account do not occur, without prior notification of you.  You specifically waive any right to claim damages resulting from or in relation to such a non-commencement or cessation of work.

Interest on unpaid invoices

In the event that any invoice remains unpaid in whole or in part beyond the due date for its payment we reserve the right to apply interest at the rate of 1% above the base rate from time to time of Swiss National Bank. Such interest may, at our entire discretion, be levied from the date of the invoice, or alternatively may be levied from the due date for payment of the invoice.

You also acknowledge that you have given USTAXFS consent to use any information which you provide to us to collect any fees or charges due to USTAXFS by you and, if necessary, disclose such information to the competent litigation, arbitration or authorities competent. Such information includes income tax returns which we prepare for you or which you provide to us.

Warranties and limitation of liability

Nothing in this Terms of Business or the Engagement Letter(s) or in any statements by us, howsoever made or represented to you, shall be construed as a promise or a guarantee about the outcome of any Engagement in which we act on your behalf.  We make no such promises or guarantees.  Our comments about the outcome of any Engagement are non-binding expressions only and should be construed as such.  Any recommendations in any proposal, report or letter prepared for you as part of any service provided by us under the Engagement are made in good faith, and made on the basis of the information available to us, and the prevalent conditions (financial, economic, taxation or otherwise) at the time.

Achievement of intended results may depend upon certain external factors including, without limitation, the performance of financial markets, applicable tax rates, case law or other legislation. Because of this, no statement in any communication, proposal, report, letter or survey shall, under any circumstances, constitute a representation, undertaking, warranty, guarantee, or contractual condition.

Any warranties whatsoever regarding our fulfillment of the Engagement are therefore excluded. We or our directors or any of our employee(s) or any of our external consultants or any other third person (mandated by us) acting under or supporting the Engagement shall not be held responsible in any way, nor do we or any of these persons warrant any kind of guarantee.

Limitation of Liability

In all cases, unless otherwise agreed, our liability with respect to the performance of this engagement shall be limited to unlawful intent or gross negligence.

Termination

You may terminate the Engagement by giving us written notice of your intention to do so.
We may terminate the Engagement either

i)                with your prior written consent,

ii)               when the matters covered by the Engagement come to a conclusion, or

iii)              when grounds arise which legitimately entitle us to terminate the Engagement.

Examples of grounds on which we will be permitted to terminate the Engagement include, but are not limited to:

  • Irreconcilable differences arise between ourselves and yourselves over the terms of the Engagement or any material part thereof;
  • Non payment by yourself of any of our invoices in accordance with their terms;
  • Unreasonable failure on your part to provide the appropriate instructions;
  • Unreasonable failure to provide the identity information requested in the Engagement Letter.

Consequences of termination
In the event that the Engagement is terminated (whether by yourselves or by ourselves) then we shall be entitled to invoice in respect of any accrued fees up to the date of termination, and may be permitted to exercise a lien over any papers or other property in our possession until all fees invoiced are paid.

Personal Data Protection

In respect of the Engagement, we need to collect and process personal information about our clients and other contacts in order to carry out our business and meet our clients’ requirements effectively. The respective data collected is held by us. In addition to our obligations to protect personal data under Switzerland’s Federal Act on Data Protection, communications concerning tax advice are considered privileged communications under US Internal Revenue Code (“IRC”) §7525. Notwithstanding any terms or conditions of this agreement to the contrary, no conditions of confidentiality are intended where tax shelters and other reportable transactions within the meaning of the IRC §6707A(c) or US Treasury Regulation §1.6011-4 are at issue, and we may disclose such reportable transactions as required by law.

By engaging us you consent to the processing by us and our agents of all relevant personal data relating to you, your employees, directors, agents and servants.

You give USTAXFS permission to discuss your case and provide copies of documents (such as identifying documents, utility bill, bank statement, etc.) to the competent taxing authorities or to any third person or entity mandated by us and on behalf of you in order to fulfil our duties under this Engagement.

In the event that we receive a request from a third party (including a subpoena, summons or discovery demand in litigation) calling for the production of information, we will promptly notify you of such. We agree to cooperate with you in any effort to assert any confidentiality or privilege with respect to such information, provided you agree to hold us harmless from, and be responsible for, any costs and expenses resulting from such assertion.

Governing law and jurisdiction

Any transaction carried out by us on your behalf in fulfillment of the Engagement or of a separate agreement may be governed by the provisions of the laws, practices, and rules and regulations of the relevant applicable regulatory authority, and/or the relevant stock exchange on or through which such transaction takes place.

Any financial transaction carried out by us on your behalf on overseas exchanges may also be subject to the fiscal and securities law of the jurisdiction to which such exchange is subject.

Any disputes arising out of or in connection with the Engagement or separate agreements shall be governed by and construed in accordance with the laws of Switzerland, excluding its conflict of law rules. Place of jurisdiction shall be Zürich, Switzerland.

Did you Know?

  • Fact Seven

    Thanks to FATCA banks must disclose their American account holders to the IRS or local tax authority.
  • Fact Six

    The IRS is actively looking for non compliant US persons.
  • Fact Five

    It takes an average of 16 hours to do IRS Form 1040.
  • Fact Four

    There are over 500 IRS tax forms.
  • Fact Three

    Since 1916, illegal income has been taxable.
  • Fact Two

    US persons must file tax
    returns no matter where they live and work.
  • Text One

    7 million Americans abroad
    only 500,000 compliant

Here to Help

Here to Help

Contact one of our specialists

London
US Tax & Financial Services Ltd
3 Harbour Exchange Square
London E14 9GE
United Kingdom

T: +44 20 7357 8220

F: +44 20 7357 8225

Email Us

Zurich
US Tax & Financial Services Sarl
Brandschenkestrasse 20
CH-8001 Zurich
Switzerland

T: +41 44 387 8070

F: +41 44 387 8079

Email Us

Geneva
US Tax & Financial Services Sarl
Blvd. Helvetique 36
CH 1207
Geneva
Switzerland

T: +41 22 700 2500

F: +41 22 700 2526

Email Us

Middle East, Asia and the Americas
US Tax & Financial Services GmbH
Löwenstrasse 28
PO Box 1367
CH-8021 Zurich
Switzerland

T: +41 44 387 8070

F: +41 44 387 8079

Email Us

Nordics
US Tax & Financial Services Ltd / MAJATTORNEY
Norra Skeppsbron 5B
SE 803 10, GAVLE
Sweden

T: +46 26 18 82 22

M: +46 70 61 88 016

Email Us

Glossary

Glossary

 View our glossary

Tax terms can be complicated, contradictory and confusing. Use our glossary to help you understand requirements from the IRS and HMRC.

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