Advisory Agreement

Advisory Services Agreement

dated [DATE] (the "Agreement")

between

Trust FIN GmbH ("Trust FIN")
Gotthardstrasse 3
6300 Zug
[EMAIL]

and

[CLIENT] (the "Client")
[ADDRESS]
[EMAIL]

(Trust FIN and the Client each a "Party" and together the "Parties")

1. Services

Trust FIN will provide the Client with the following advisory and related services (the "Services"):

Tax advisory and tax return preparation

  • Professional completion and filing of the tax return by qualified tax advisors, including, upon request, a power of attorney to represent the Client before the authorities.
  • Tax advisory and planning with a focus on Swiss tax law.

Wealth advisory (in the non-regulated area)

  • Analysis, advice and development of investment strategies (recommendations are made independently, neutrally and transparently; the final decision always rests with the Client).
  • Implementation of strategies through partner providers selected by the Client.

Pension and financial planning

Preparation of pension and financial analyses as well as individual planning.

Real estate advisory

Support and advice on all real estate matters.

The Services are provided by qualified professionals. Trust FIN may also commission third parties (in Switzerland and abroad) to provide the Services or engage third parties (in Switzerland and abroad) to assist in providing the Services.

Trust FIN undertakes to provide the Services carefully, professionally and exclusively in the interest of the Client. The Services are provided at the discretion and by mutual agreement of both Parties.

The Client shall provide Trust FIN with all information and instructions that Trust FIN reasonably needs to provide the Services or that are essential for the timely provision of the Services. The Client acknowledges that, when providing the Services, Trust FIN may rely on the information and instructions received from the Client or any other person designated by or acting on behalf of the Client.

2. Compensation

Hourly rate

Unless otherwise agreed, Trust FIN invoices its Services based on the time spent at its customary hourly rate of CHF 350.00 (excl. VAT). Trust FIN reserves the right to adjust the agreed hourly rate to reflect the complexity of the Services, the experience of the individuals involved on Trust FIN's side, or other factors (e.g. inflation).

Invoicing and payment terms

The Services rendered are invoiced monthly in arrears with a detailed breakdown.

Unless otherwise agreed, invoices from Trust FIN are due within 20 calendar days of the invoice date. The Client is not entitled to defer payment of due invoices or to set off claims.

If an invoice is not paid on time, the Client automatically falls into default and may be obliged to pay the statutory default interest. Trust FIN also reserves the right to suspend the provision of further Services and other activities for the Client until the invoice has been paid in full.

The Client irrevocably releases Trust FIN from any confidentiality obligations in connection with any enforcement measures taken to collect payment for the Services and expenses invoiced by Trust FIN.

Expenses and taxes

Expenses for third-party services, such as travel and postage costs, are listed separately on the invoice and billed to the Client without a mark-up based on actual expenditure.

All taxes payable by Trust FIN (in particular VAT) and duties are invoiced to the Client additionally. Any fees associated with the payment of Trust FIN's invoice, including bank charges, shall be borne solely by the Client and paid directly by the Client.

Advance payments

Trust FIN may, at its sole discretion, request an advance payment from the Client for the expected work and reserves the right to increase the advance amount at a later date. Advance payments will be offset against the actual work performed; any shortfall will be invoiced additionally and any surplus refunded. Other arrangements remain reserved.

3. Term and termination

This Agreement takes effect on the date stated on the first page (the "Effective Date") and is concluded for an indefinite term. Either Party may terminate the Agreement at any time, provided that termination does not take place at an inopportune time within the meaning of the Swiss Code of Obligations (CO).

The Client shall compensate Trust FIN for all work and expenses pursuant to Section 2 up to the point of termination of the cooperation, as well as for all work and expenses necessarily incurred in connection with the termination of the cooperation, in particular the handover of the work to the Client or to another advisor.

Trust FIN retains the Client's documents for a period of 10 years after termination of the cooperation or completion of the Services. After this period, Trust FIN may delete these files without prior notice.

4. Confidentiality

"Confidential information" means any information or data of any kind (including, but not limited to, commercial, technical or financial information, in any form or on any medium, oral or written, regardless of whether it is designated as "confidential", whether disclosed intentionally or accidentally) that the Client transmits or makes accessible to Trust FIN in connection with the provision of the Services.

Trust FIN undertakes to ensure that confidential information:

  • is treated strictly confidentially and used exclusively for the purpose of providing its Services to the Client;
  • is shared only with recipients who are subject to a confidentiality obligation and who require such confidential information;
  • is not shared with third parties without the prior written consent of the Client, whereby the Client agrees that third parties commissioned or engaged by Trust FIN (e.g. tax experts) shall not be deemed third parties within the meaning of this provision;
  • is protected and processed in accordance with industry standards, in particular through appropriate contractual arrangements, technical measures and internal processes.

The foregoing obligation does not apply to information that:

  • is generally known or has been published;
  • was lawfully in Trust FIN's possession or known to it prior to disclosure by the Client, provided that such knowledge is not related to a breach of confidentiality;
  • has been lawfully obtained from a third party, provided that such third party was lawfully in possession of the information and was not subject to a confidentiality obligation;
  • has been disclosed with the prior consent of the Client or is necessary for the performance of the Agreement.

The Client agrees that Trust FIN may disclose confidential information upon valid request of a court or government authority or on the basis of other legal provisions, provided that there is no legal possibility of refusing the release of the requested confidential information. Such disclosure does not constitute a breach of Trust FIN's confidentiality obligation and does not constitute a waiver of the Client's confidentiality rights for other purposes. To the extent permitted by law, Trust FIN shall endeavour to inform the Client in text form of such disclosure as quickly as possible.

Trust FIN's confidentiality obligation persists for as long as the Client has a legitimate interest in it, but in any event for at least 2 years after disclosure.

5. Intellectual property

All results provided to the Client by Trust FIN may be protected by intellectual property rights. Trust FIN grants the Client a non-exclusive, worldwide, royalty-free licence to use, reproduce, display and modify the results provided. The Client is not entitled to sell, rent or otherwise make these results available as such, unless the Client has obtained Trust FIN's prior consent in text form.

If the Client provides Trust FIN with information in which intellectual property rights exist, Trust FIN is granted a non-exclusive, royalty-free licence, limited in time and territory, to use such information solely for the purpose of providing the Services, including the right to reproduce, display and print on various tangible or intangible media. To the extent necessary, the licence also includes the right to carry out analyses or other investigations. The licence automatically expires upon completion of the Services.

6. Use of electronic tools and cloud-based systems

Unless expressly agreed otherwise in writing, the Client agrees that Trust FIN may, in providing the Services, use (unencrypted) electronic tools (e.g. email, MS Teams, Google Meet) to communicate with the Client or commissioned or engaged third parties, as well as cloud-based systems (e.g. Google Drive, MS OneDrive) to process, store and share information and data. The Client acknowledges that electronic communication and the processing, storage and transmission of information and data via cloud-based systems entail risks. In particular, there is a risk that third parties may gain unauthorised knowledge of the content, that the content may be infected with computer viruses, manipulated or damaged, or that such information may be misdirected, delayed or not received. Trust FIN's liability for such risks is excluded.

7. Data protection

When processing personal data of the other Party, the Parties comply with the applicable data protection laws (in particular the Swiss Federal Act on Data Protection/FADP and the associated ordinance).

In the course of its activities, Trust FIN processes personal data of the Client in particular for the purpose of providing the Services, managing the client relationship, invoicing and archiving, and may, within this scope, also transfer personal data abroad and process it abroad.

8. Liability

Trust FIN provides its Services in accordance with professional standards and on the basis of the information provided by the Client. The advice provided by Trust FIN is for the benefit and advantage of the Client and the information associated with it may not be used for other purposes or passed on to third parties. The Client is solely responsible, based on the Client's own abilities and judgement, for assessing whether the Services provided by Trust FIN are suitable for the Client's purposes.

Trust FIN is not liable to the Client or any other person or organisation for any direct or indirect damages or consequential damages (including, but not limited to, lost profits, data loss and third-party claims) arising out of or in connection with the Services provided. Liability is unlimited for damages caused intentionally or through gross negligence as well as for personal injury.

If Trust FIN commissions third parties to provide the Services, Trust FIN is liable exclusively for the careful selection of such third parties, but not for the Services provided by them.

9. Miscellaneous

This Agreement may be concluded in written or electronic form (e.g. as an electronic file containing a scan of the signature(s) or a signature via DocuSign, Skribble or another electronic signature provider) and transmitted by email or otherwise; an Agreement concluded and transmitted in this way shall be deemed duly concluded and effectively transmitted and is legally binding in every respect. The same applies to any amendments or supplements to this Agreement (including amendments to this provision).

The waiver of a claim for a breach of this Agreement or the failure to enforce a right under this Agreement shall not be deemed a waiver of the right to assert other rights or the same right in the future.

If a provision or part of a provision of this Agreement is or becomes invalid or unenforceable, the validity of the remaining provisions of this Agreement shall remain unaffected. An invalid or partially invalid or unenforceable or partially unenforceable provision shall be replaced by a valid and enforceable provision (if necessary by court order) that comes as close as possible to the meaning and purpose of that provision, and the Parties undertake to sign all agreements and documents required in this respect. The same procedure applies if there is a gap in the Agreement.

This Agreement does not create any agency relationship, simple partnership, joint venture or employment relationship, and neither Party is authorised in any way to bind the other Party.

This Agreement contains the entire agreement between the Parties with regard to its subject matter and supersedes all previous written or oral agreements or declarations of intent of the Parties in this respect.

10. Governing law and jurisdiction

This Agreement is governed in every respect by substantive Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and the provisions of private international law (which shall not apply).

All disputes arising out of or in connection with this Agreement, including those concerning its valid conclusion, legal effect, amendment or termination, shall be decided exclusively by the ordinary courts of the City of Zug, Switzerland.

Signatures

Trust FIN GmbH

Date: _______________
Marlon Recine

[CLIENT]

Date: _______________
Name: _______________

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