Terms and Conditions

1. Scope

These Terms and Conditions (T&Cs) apply to all present and future services offered by Alpinestone Wealth Management AG (Alpinestone) to its clients. The parties may agree in writing on provisions deviating from these T&Cs. Subject to any written agreement to the contrary, these T&Cs form the contractual basis for the provision of Alpinestone's services to the client.

Alpinestone may amend these T&Cs at any time. If the client does not object to the new T&Cs within 14 days of notification, they are deemed approved.

2. Scope and performance of services

2.1 General

Alpinestone performs the services carefully and competently within the framework of the information communicated and instructions given by the client, and on the basis of its own experience.

The allocation of duties between Alpinestone and the client is determined, where defined for a service, by the «Allocation of Duties», which forms an integral part of these T&Cs.

The client's instructions must be given in writing or by email. In urgent cases, Alpinestone may act without specific instructions from the client and must be guided by the client's presumed interest. In such a case, the client must be informed without delay.

Alpinestone is entitled, at its own discretion, to use group companies to perform the contract or individual parts thereof, and to transfer all or part of the performance of the contract to (external) third parties.

2.2 Sole responsibility for bookkeeping

(1) Where Alpinestone takes over the financial or payroll accounting, it acts as the client's sole bookkeeper. Alpinestone records, posts, reconciles and books the business transactions in the relevant accounting system; the client grants Alpinestone the necessary super-admin access rights in the accounting system.

(2) During the term of the engagement, the client shall not make any interventions of its own in the financial accounting maintained by Alpinestone, nor instruct any third parties to do so; this applies in particular to the general ledger, posting, reconciliations and closing and adjustment entries. In particular, the client shall not change the chart of accounts defined by Alpinestone and shall not create, amend or delete any accounts. This is without prejudice to the operational activities assigned to the client under the «Allocation of Duties»; in particular, the client is entitled to issue invoices in the accounting system.

(3) If Alpinestone takes over the payroll accounting, it shall be maintained exclusively by Alpinestone; Alpinestone records all data relevant to payroll accounting. The client shall not carry out any recording, amendment or posting of its own in the payroll accounting, nor instruct any third parties to do so; its obligation to provide the necessary documents in full and on time under Clause 3 remains reserved. The legal consequences of interventions in the financial or payroll accounting are governed by Clause 2.3.

2.3 Legal consequences of interventions and insufficient cooperation

(1) If the client or third parties engaged by the client have intervened in the financial or payroll accounting maintained by Alpinestone contrary to Clause 2.2, or if the client fails to fulfil its cooperation duties under Clause 3 on time or in full, Alpinestone is entitled, at its discretion and without the client being able to derive any claims from this:

a) to invoice the additional effort caused thereby, including a renewed processing, review or reconciliation of the accounts, in accordance with the «Prices for Additional Services»;

b) to reasonably postpone services subject to deadlines; and/or

c) to terminate the engagement at any time.

(2) In the event of termination under para. 1 lit. c, fees already paid or invoiced, in particular flat-rate service fees, shall not be refunded and remain owed.

(3) Delays, additional costs or defects attributable to such interventions or to insufficient cooperation shall be borne by the client. To that extent there is no warranty or claim for rectification under Clause 9; Alpinestone does not fall into default and is not liable for the consequences arising therefrom.

2.4 Performance deadlines

Alpinestone performs the work at the latest within the statutory deadlines.

Ongoing accounting is prepared by the end of the following month at the latest, provided that all documents and information the client must supply are available in full and on time (Clause 3).

Annual financial statements are generally prepared within six months of the end of the financial year at the latest.

3. Client cooperation

The client ensures that Alpinestone has the necessary, competent and authorised contact persons available throughout the entire term of the contract.

The client shall provide Alpinestone with the information, documents and approvals necessary for the performance of the services, without being asked, in full and within the deadline set or agreed by Alpinestone. If vouchers are not submitted on time, Alpinestone is entitled to make entries without vouchers (and therefore without posting VAT). Submission must be made in the form and via the communication channel designated by Alpinestone. Alpinestone may assume that the documents and information provided are correct, complete and lawful.

If the client fails to fulfil its cooperation duties on time or in full, the legal consequences are governed by Clause 2.3.

4. Communication

By providing an email address or using any other electronic collaboration platforms, the client consents to communication with Alpinestone via such means and bears all associated risks, such as unauthorised intrusion or damage caused by viruses or unauthorised third parties. Alpinestone rejects any liability for damage in connection with the use of email and/or other means of communication and collaboration platforms.

5. Confidentiality

The parties are obliged to treat all information and data obtained in the course of performing the contract as confidential. In particular, the client's financial circumstances, client data, and work and process flows are confidential. This duty of confidentiality continues after termination of the contractual relationship. The duty of confidentiality applies without restriction unless there is a written or email release from this duty, or there is an official or judicial obligation to disclose information.

6. Rights of use

All copyrights and rights of use in all documents or other work results created by Alpinestone, as well as the know-how developed in the process, remain with Alpinestone.

Alpinestone grants the client a perpetual, non-exclusive and non-transferable right of use for the client's exclusive own use of the documents, products and other work results made available to it, including the associated know-how.

Alpinestone may name the client as a reference in any medium. This includes the naming and use of any protected trademarks, designations or logos. Alpinestone is not obliged to name the client.

7. Fees and expenses

Alpinestone's fee is based on the agreed flat-rate service fee or the applicable hourly rates or tariffs of the «Prices for Additional Services».

The flat-rate service fee is based on the estimate of the recurring work necessarily arising in the future within the scope of the task (number of transactions, number of employees) and presupposes the client's cooperation. The basis for such estimates is the data provided by the client. If the underlying parameters for the flat-rate service fee are exceeded, the additional effort is charged in accordance with the «Prices for Additional Services».

If Alpinestone engages third parties to provide a service in consultation with the client, the client undertakes to pay the resulting expenses.

8. Payment terms

Invoices are issued monthly. Alpinestone's fee invoices are payable within 14 days of receipt. Alpinestone has the right at any time to request reasonable advance payments. Alpinestone reserves the right to discontinue its services or to resign the engagement if the invoice is not settled on the due date or an advance payment is not made.

In the event of late payment, the client incurs additional reminder fees of CHF 50 per reminder. For collection measures, a collection fee of CHF 300. From the time of default, the client owes default interest of 5%. The client's right of set-off is excluded.

9. Liability

In the event of a breach of duty or defective performance of the contract, Alpinestone is entitled at any time to remedy the service properly.

Alpinestone is liable for damage within the scope mandatorily prescribed by law, in particular in the case of unlawful intent or gross negligence. For simple (slight) negligent breach of its obligation, liability is limited, to the extent legally permissible, to a maximum of the sum of the fees owed for the relevant engagement in the last 12 months (excluding VAT).

10. Termination

Either party may terminate the contract in writing or by email with immediate effect or with effect from the expiry of a specified date. If termination occurs at an inopportune time, the withdrawing party is obliged to compensate the other for the damage caused.

Upon termination, the services rendered up to the time of termination, and expenses, shall be remunerated by the client. Upon termination of the contractual relationship, Alpinestone shall make the client's documents and data available to the client in a form to be agreed. The corresponding services of Alpinestone are subject to a charge. For the purpose of documenting its services, Alpinestone is entitled, but not obliged, to retain copies of the client's documents and data.

During the term of this contract and for a period of twelve months after completion of the advisory services, the client is prohibited from employing or recruiting employees of Alpinestone. In the event of a breach of this agreement, the client is obliged to pay a contractual penalty of CHF 25,000.

11. Applicable law and place of jurisdiction

The exclusive place of jurisdiction is Alpinestone's registered office. Swiss law applies exclusively, to the exclusion of conflict-of-law rules.