GENERAL TERMS AND CONDITIONS OF SERVICES
‘Gamut Corporate’ is a trademark of ‘Gamut Financial Services AG’, hereafter referred to as Gamut.By entering into business with Gamut, the CLIENT confirms that it has had an opportunity, to review these terms in detail and have had the opportunity to consult with a lawyer if they wanted. By using the Gamut Corporate website (gamutcorporate.ch and any subdomain thereof) and or engaging in business with Gamut Financial Services AG, the user / customer agrees to the terms and conditions stated herein.
The following terms are used frequently within the General Terms and Conditions, so they are being defined here.
‘GENERAL TERMS AND CONDITIONS OF SERVICE’ means this document, which may be modified from time to time.
‘GTC’ means ‘GENERAL TERMS AND CONDITIONS’
‘EDEN’ means ‘Eden Management GmbH’
‘CLIENT’ means of ‘Gamut Financial Services AG’
‘WEBSITE’ means ‘gamutcorporate.ch’ or any subdomain therefore
‘REGISTERED ADDRESS’ means the company address used on the filing documents
‘SERVICE PROVIDER’ means
‘KYC’ means ‘Know Your Client’
‘UBO’ means ‘Ultimate Beneficial Owner’
‘OFFICE SPACE’ means a physical office space and/or office address and/or REGISTERED ADDRESS
‘MAIL FORWARDING’ means forward of post received address to the company, to the given forwarding address provided by the CLIENT.
‘BACK OFFICE SERVICES’ means services provided by GAMUT for the administration of the company.
‘ADHOC SERVICES’ means services Gamut and the Client may agree in writing that are to be performed on a time and material basis.‘
AGREEMENT’ means the GTC or any other agreement made between the two parties based on the framework of the GTC.
2. COMPANY INCORPORATION PACKAGES
2.1. Our company incorporation packages are only available for incorporating companies in the German speaking part of Switzerland.
2.2. If a package with an office address is selected, unless otherwise agreed in writing beforehand, the office address is in Canton Zug. The office address is offered through our partner company EDEN. The terms and conditions for the office rental are between Eden and the CLIENT. GAMUT is only a reseller of the rental products for Eden and does not itself supply an office address or office space. By ordering a product with OFFICE SPACE, the CLIENT agrees to GTC of EDEN, in addition to the GTC of GAMUT.
3. COMPANY INCORPORATION
3.1. A company name search that is done on behalf of a client does not guarantee the name available. Since there is no possibility of reserving a company name in Switzerland, there is always a risk that a name which was believed to be available before the filing is no longer available by the time the documents are filed. In such a case, the Client agrees to pay any additional costs incurred due to re-filing with a different name.
3.2. Any company incorporation product on the Website has the following restrictions with regards to the number of directors and shareholders which are included in the advertised price:
3.2.1. Up to two directors
3.2.2. Up to two shareholdersThere will be a small additional fee for any directors or shareholders to be included in the advertised fee.
3.3. Company incorporation products including the assistance for a company purpose formulation have a limit of a description of up to a maximum of seventy-five words. Any description longer than this will incur a small surcharge.
4. REGISTERED ADDRESS4.1. If you provide an address which is not purchased from us, then it must be in the German speaking part of Switzerland for us to be able to proceed with your company incorporation.4.2. In case there is an error in the address provided in (3.1), then you will be liable to any rework which is caused.4.3. A REGISTERED ADDRESS service has c/o address line in the address. A SHARED OFFICE does not have c/o in the address line.
5. PERSONAL PRESENCE IN SWITZERLAND
5.1. The Client confirms that they are aware that they will need to be personally present for the signature part of the incorporation of a company. This will need to be done in front of a notary public. In rare cases, with prior agreement in writing, an incorporation can be completed without the physical presence of the client
5.2. The Client confirms that they are aware that they will need to be personally present to open a bank account. Depending on the bank used and/or at the banks discretion, this could be either before opening the capital payment account or before opening the business account. The Client confirms that they are aware that Gamut does not have any control over the bank account opening process, in particular with regards to the bank’s KYC process. Gamut does not provide any guarantee of a positive outcome with the bank and as such does not offer any refund for any work previously done if it should not be possible to open an account by the latest, the attempt at the third bank.
6. SERVICES INCLUDED
6.1. Only services explicitly stated in the order placed by the Client are included. All other services are separately billable. The Client agrees that they are solely responsible for ensuring that they have purchased any dependant services required.
7.1. With the exception of a mistake caused by Gamut, the Client agrees that there will not be any refunds.7.2. Any refunds given are limited to the amount paid for a particular service.
8.1. By purchasing any of the services from Gamut, the Client confirms that they are not on any blacklist preventing them from being a director or from opening a bank account
9.1. The Client confirms that they are aware that Gamut does not sell insurance. Also, in order for payroll to be setup certain insurances have to be in place. Where the client has purchased business consulting from Gamut to collect insurance offers, its specific obligation is to collect an insurance offer which in its sole opinion is reasonable in line with other offers that it may have previously obtained for other clients. Gamut will at no time be held accountable if insurance is refused for the Client. In the case where insurance is refused twice to the Client, Gamut will not be required to search for further offers, although it may do so at its sole discretion.
10. RIGHT TO REFUSE SERVICE
10.1. GAMUT may refuse to offer services to whomever it chooses. In case a payment has already been made to Gamut, the maximum liability of Gamut is to refund the payment or used part thereof. GAMUT is not required to give a reason for refusal of services.
11. SHARE CAPTIAL
11.1. The minimum share capital that must be paid into a blocked account before being able to incorporate a company (‘Paid Up Share Capital’) is as follows:
11.1.1. For a GmbH: CHF 20’000 (Twenty thousand Swiss Francs)
11.1.2. For an AG, with a share capital of CHF 100’000: CHF 50’000 (One-hundred thousand Swiss Francs)
11.2. The Paid-Up Share Capital requirements detailed in (12.1) are given as a guide only and the official figures should be checked on the Swiss Federal website, since these minimum amounts are set by the government.
11.3. By ordering an incorporation package with GAMUT, the Client declares that they have at least the minimum capital available to invest. Should the incorporation be hindered by this amount not being available or any other reason outside the control of GFS, then there shall be no refund to the client for the order which they placed
12. NOTARY & GOVERNMENTAL FEES12.1. Unless otherwise explicitly stated, or agreed in writing, our company incorporation packages do not include the notary fees or the governmental fees for the incorporation of a company or a change to an existing company.
12.2. If the notary fee is included, this covers a maximum of two directors and two shareholders. Any further work incurred by the notary (e.g. certifying signatures), must be paid for separately. Notary costs are only covered if one of our partner notaries are used.
13. FORWARDING OF PERSONAL INFORMATION TO THIRD PARTIES
13.1. Where the Client has purchased services or packages including services, which require a referral or services in conjunction with a third party, the Client explicitly confirms that Gamut may forward the information that it feels is necessary in order for the third party to fulfil these services. In addition, the Client confirms that the third party may give feedback to Gamut regarding the status of the services provided by the relevant third party
14.1. Where the Client has purchased as product or service which requires Gamut to liaise with third parties (e.g. tax authorities, insurance etc.) on the Clients behalf, the Client agrees to sign a POA authorising Gamut to represent them.
15. RESERVATION OF RIGHTS (Eigentumsvorbehalt)
15.1. Until paid for in full, goods and any produce of work remain the property of Gamut. Der Kunde ermächtigt Gamut, einen entsprechenden Eintrag auf Kosten des Kunden im Eigentumsvorbehaltsregister vorzunehmen.
16. LEGAL & TAX ADVICE16.1. By engaging with Gamut, the Client confirms that it is aware that Gamut does not give tax advice. As such, the Client shall not construe any information received from Gamut as tax advice.
17. CHANGE OF SERVICE PROVIDER
17.1. Gamut as New Service Provider for Previously Incorporated Companies
17.1.1. If a Client wishes to change to Gamut as their new Service Provider, then Gamut will send a quote for the change, which will include, if necessary, the effort required to bring the work up to date.
17.2. Change of Service Provider from Gamut to a New Service Provider
17.2.1. In case the Client wishes to have a handover meeting to a new service provider, for whatever reason, the Client agrees to pay fair costs for the handover meeting (“Handover Meeting Costs”), in advance of the meeting. Unless otherwise agreed, Handover Meeting Costs are assumed to be 2.5 hours at the then normal accountancy rate set by Gamut. This amount must be prepaid before the handover meeting. In case this amount is not paid before the meeting, then the Client agrees to hold harmless Gamut from any consequences that they may suffer.
18. PERSONAL VISITS
18.1. In order to be able to organise and optimise time, GFS can only guarantee availability for meetings with our consultants by pre-arranged appointments. In case a meeting is pre-booked and pre-paid it cannot be cancelled by the CLIENT. In case of a ‘no show’, the CLIENT is still liable for payment for the reserved time. In case a CLIENT finishes the meeting earlier than expected, no refund will be given.
18.2. In the case where a meeting has been pre-arranged, it must be paid for by the CLIENT before the visit takes place.
18.3. In case the meeting overruns the scheduled time, then the CLIENT will be sent an invoice for the additional time and it will be payable within 10 days for issuing the invoice.18.4. In case a meeting has to be cancelled by GAMUT (e.g. due to sickness), the CLIENT will be informed as soon as reasonably possible. In such a case, GAMUT’s total liability will be to refund the prepayment. In no circumstances shall GAMUT be liable to any consequential costs, including but not limited to, travel costs.
19. PRICE & PAYMENTS
19.1. All prices advertised, unless expressly stated, are in Swiss Francs (CHF) and are exclusive of VAT
19.2. PAYMENT IN ADVANCEIn order for Gamut to offer competitive pricing, services (with the exclusion of ADHOC SERVICES) must be paid for in advance. Any delay in services provided by caused by the client not making a pre-payment is entirely the responsibility of the Client. This includes ensuring renewals of services are paid for in a timely manor (e.g. weekly, monthly, quarterly and annual packages)
19.3. ADHOC SERVICESFrom time to time, Gamut and the Client may agree in writing that certain services are to be performed on a time and material basis. In such a case, the Client agrees to make payment in full within ten calendar days of receipt of invoice from Gamut.
19.4. PAYMENT FOR CUSTOM QUOTESFor products and services which are not available for purchase on the website (www.gamutcorporate.ch), the client may request a custom quote from Gamut. On acceptance of the quote, the Client is obliged to make payment in full before Gamut begins to deliver the service
19.5. SUSPENSION OF SERVICES DUE FOR LATE PAYMENTIn case of late payment, Gamut is authorized to suspend any further work for the Client until the payments are brought up to date. The CLIENT indemnifies Gamut against any costs or penalties incurred due to any work not completed caused by suspension of work for a CLIENT. Furthermore, the CLIENT agrees to reimburse GAMUT for any legal costs incurred to collect overdue payments.
20. CANCELLATION & REFUNDS
20.1. Once an order has been placed, it cannot be cancelled and/or refunded.
20.2. On rare occasions, and at GAMUT’s sole discretion, a refund may be agreed. In such cases, the CLIENT only has a right over the refund if it has been confirmed to the CLIENT in writing.
21. ACCOUNTANCY & BOOK KEEPING SERVICES21.1. PACKAGES sold by GAMUT are typically based on transactions volume. In compliance with VAT regulations, a double booking accounting system is used by GAMUT.21.2. Common examples of a transactions are invoices, a credit notes, payments or a bank line entries.
21.3. This means that an invoice would effectively use two transactions (invoice + bank transaction). A credit note would use two transactions (credit note + bank transaction)
22.1. Under no circumstances is GAMUT liable for consequences caused by delays by third parties, whether recommended by GAMUT or not recommended by GAMUT.
23. PRIVACY & DATA PROTECTION POLICY23.1. You agree that data may be securely exchanged within the Gamut Group of companies.
23.3. We use cloud IT Services. Although reasonable checks are made to ensure that the data is securely stored, the CLIENT is aware that it is not practically possible to control the location of the storage of data, which may be within or outside of Switzerland.
24. DELAYS BY CLIENT24.1. The CLIENT is aware that certain information and documents need to be provided by the CLIENT to GAMUT, in order to for GAMUT to perform its work in a timely and efficient manor.
24.2. The CLIENT indemnifies and holds harmless GAMUT for any delays and consequences caused by the CLIENT not providing documents and/or information in a timely manor.
25. DELIVERY OF SERVICES
25.1. GAMUT will always deliver work on a reasonable timescale and as far as reasonably possible, meet any statutory deadlines. However, the CLIENT accepts that there may be times of particularly high workload and as such, it may sometimes be necessary to apply for an extension to a deadline (e.g. VAT Returns). The CLIENT agrees that it gives GAMUT the necessary discretion to change such deadlines and offers its cooperation in such matters.
26. MAIL FORWARDING
26.1. Where a MAIL FORWARDING service is included in a package purchased by a CLIENT, it should be noted, that the mail cannot be forwarded to a P.O. box number and a physical address must be supplied by the CLIENT.
26.2. It is the CLIENTS responsibility to ensure that a valid address is provided and that it is kept up to date.
26.3. The CLIENT authorises GAMUT to open mail that is believed to be junk mail and destroy it.
26.4. GAMUT is entitled to open mail that is required to be processed by GAMUT, in particular if BACK OFFICE services have been purchased.
27.1. In the case where GAMUT does the accounting work for the CLIENT and there is a planned audit for the company, whether statutory, from the authorities or other, then there will be a fee chargeable to reflect the hours required to prepare for the audit and to be present during the audit. The estimated effort for the hours is to be pre-paid by the CLIENT.
27.2. If the effort was less than the estimate, a refund will be made to the CLIENT for the unused time. Likewise if the effort was more than the estimate, an invoice will be raised to the CLIENT for the additional effort, which is to be settled within ten days from the date of issue.
28. GUARANTEE & LIABILITY
28.1. Liability for any service is limited to the money paid for that service. In no circumstance is GAMUT liable for any consequential losses for failing to deliver a service, product or similar.
29. NOMINEE SERVICES
29.1. Nominee Director
29.1.1. The NOMINEE DIRECTOR service that is provided is for a passive director. It does not replace the requirement for an active director. The NOMINEE DIRECTOR shall act on the instructions of our CLIENT, based on a separate agreement being signed. In case the NOMINEE DIRECTOR cannot reach the CLIENT where a decision must be made imminently, the NOMINEE DIRECTOR is permitted in making the decision as they see fit.
29.1.2. The CLIENT shall hold harmless the NOMINEE DIRECTOR for any decisions that are made in good faith.
29.1.3. The CLIENT shall indemnify the NOMINEE DIRECTOR for any consequences of the following instructions of the CLIENT.
29.2. Nominee Shareholder
29.2.1. The NOMINEE SHAREHOLDER shall follow the instructions of the CLIENT
29.2.2. The CLIENT shall hold harmless any instructions that the NOMINEE SHAREHOLDER follows in good faith.
30.1. GAMUT may at its sole discretion and without obligation to disclose reason terminate any agreement with the Client with one months notice
31. TRANSFER OF RIGHTS
31.1. No amendment or modification to the GTC will be valid unless set forth in writing and signed by authorised representatives of both parties. CLIENT may not assign or transfer the Agreement, in whole or in part, whether voluntarily, by contract or by merger (whether that party is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or order, or otherwise without the prior written consent of GAMUT, which GAMUT may not unreasonably withhold. Any attempt to assign or transfer the Agreement other than in accordance with this section will be null and void. The GAMUT entity executing the Agreement may assign the Agreement without Provider consent including, but not limited to, any other GAMUT entity. CLIENT may not subcontract any of its obligations under the Agreement without GAMUT’s prior consent. Furthermore, CLIENT may not change the location of the performance of its obligations from a location previously agreed upon by the parties without GAMUT’s prior consent
32. KNOW YOUR CLIENT32.1. The CLIENT acknowledges that GAMUT has some legal obligations and responsibility to identify the CLIENT.32.2. The CLIENT agrees to provide necessary information requested by GAMUT in order to comply with legal obligations32.3. Where the CLIENT provides data, the CLIENT confirms that full and complete data will be provided.32.4. The CLIENT confirms that GAMUT will be informed of any change of ownership and/or UBO.
33. COVENENTS & LIABILITY OF CLIENT
33.1. The Client undertakes and guarantees that it will not involve GAMUT and will not use, or permit to be used, any of the Services provided by GAMUT in any of the following: terrorism and terrorist financing, money laundering or receipt of proceeds from criminal activities, corruption, trade or trafficking in restricted substances, human trafficking, sanction busting, embezzlement, fraud or any other activity that is defined as criminal by the laws of Switzerland.
33.2. The Client also confirms and guarantees that no asset introduced into the Company, either at the commencement of business or later, is derived from any such activity and that the Client has full authority to transfer such asset to the Company, and that the transfer of such asset does not constitute a fraud on the Client’s creditors.
33.3. The Client acknowledges that GAMUT may, at its sole discretion, refuse to provide any Services if the Company is involved in any of the following: activities involving arms, weapons or munitions, human or animal organs, pornography, gambling, drug paraphernalia, religious cults or any other such activity that, in the reasonable opinion of GAMUT, may damage GAMUT or Switzerland.
33.4. The Client confirms that they are not prohibited from receiving any of the Services offered by GAMUT in there country of residence. In particular by reason of being minors, having no legal capacity, holding a political or public office, being bankrupt, being resident in any country subject to any international restriction or embargo, or by any other such reason that would legally prohibit them from receiving any benefit from the services of GAMUT.
33.5. In consideration of the services provided to the Client by GAMUT, the Client agrees to at all times keep GAMUT, including its directors, officers, staff, associated agents and affiliated firms wherever situated, indemnified against all proceedings, actions, claims and demands which may be brought against GFS and from all losses, costs, charges, damages and expenses which GSF may incur or for which it may become liable by reason of its having acted on such instructions and notwithstanding that any such instructions may not have been duly authorized by the Client, excepting only actions, claims, demands, losses, costs or damages of any kind arising from fraud, wilful misconduct or gross negligence of GFS. The termination of services or any contractual relationship between GFS and the Client shall not relieve the Client of their obligations to indemnify GAMUT as described herein.
33.6. The Client acknowledges that in certain circumstances GAMUT may be legally bound by order of a Court of law or other competent authority to disclose confidential information pertaining to the affairs of the Client or the Client’s Company and should GAMUT become legally bound and act upon such order, it shall not be liable for any compensation, loss or damage to the Client for reason of doing so.
34.1. Any notice to be given in writing. Notices may be served by either party by registered post addressed to the other party at (in the case of the CLIENT) its REGISTERED ADDRESS and any notice given by letter shall be deemed to have been served at the time at which the letter was delivered.
35. NEW VERSIONS OF GTC
35.1. The Client acknowledges that the GTC may change with 30 days notice and by continuing to use the services after this period, it is deemed that the CLIENT accepts the new version of the GTC
35.2. In any case, the new GTC is deemed to be accepted on the renewal of a product or the purchase of additional products and/or services from GAMUT
36.1. The GTC shall not be construed so as to create a partnership or joint venture between any of the parties. Nothing in this GTC shall be construed so as to constitute any of the parties the agent of another.
37.1. If any provision of the GTC is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this GTC shall continue in full force and effect as if this GTC had been executed with the illegal or unenforceable provision eliminated
38.1. The GTC is governed by the laws of the Canton of Zug and the parties hereby submit to the exclusive jurisdiction of the courts of Zug