General Terms and Conditions

  1. Purpose and scope

    1. These General Terms and Conditions apply to all services provided by BDO Ltd (“BDO”) to its clients (“Client”).

    2. The agreement with the Client is concluded upon the unconditional acceptance of the engagement letter or any other agreement by the Client. If services have already been rendered, the agreement applies retroactively as of the date BDO commenced provision of services. Any terms and conditions of the Client are irrelevant.

  2. Service provision by BDO

    1. The subject of the agreement are the services agreed in the engagement letter or agreement, or the services agreed upon at the commencement of the provision of services.

    2. BDO renders its services with due diligence in accordance with the applicable principles of proper professional practice. Any warranty extending beyond the diligent execution of the agreement is excluded. If the provision of services includes the purchase of a product, BDO warrants its suitability only for the intended use. If the provision of services consists of a contract for work and services, BDO only warrants the specifications provided for in the agreement. The warranty is valid for six months after formal acceptance of the work, provided that defects are reported immediately after their discovery.

    3. BDO’s services are based on BDO’s understanding of the law and legal practice at the time the service is provided. Subsequent changes may therefore have an impact on results.

    4. Deliverables and deadlines are non-binding unless they have been expressly designated as binding by BDO.

    5. BDO may at any time use other BDO member firms, BDO International Ltd., Brussels Worldwide Services BV (BDO Global Office) or suitable third parties to perform services on behalf and for the account of BDO (right of substitution). BDO remains responsible for the provision of services to the Client.

  3. Client’s duties

    1. The Client warrants that it meets all requirements necessary to engage BDO to perform the services and complies at all times with the applicable laws and regulations.

    2. The Client undertakes not to take any action or give any instructions which may cause BDO to violate any laws or other regulations applicable to BDO.

    3. The Client undertakes to provide BDO in a timely manner with all information and documents of relevance to the contractual relationship or expressly requested by BDO. BDO’s services are based on the information provided and BDO relies on the accuracy and completeness thereof. BDO will not verify this information and does not accept any responsibility for incorrect information, except in cases where this is part of the purpose of the agreement. If the Client breaches this duty, any liability on the part of BDO will cease.

    4. BDO assumes no responsibility for compliance with legal or other retention and archiving requirements of the Client.

  4. Property rights and rights of use

    1. Copyrights and rights of use to deliverables (e.g., reports, presentations, communications, assessments, expert opinions, tools, products) as well as the associated know-how remain with BDO, unless otherwise stipulated in the agreement. BDO grants the Client in each case a non-exclusive and non-transferable right of use with respect to these deliverables, applicable for an unlimited period of time for the Client’s own use within the scope of the purpose of the service.

    2. The Client may only pass on deliverables or parts thereof as well as individual professional statements to third parties with the prior express written consent of BDO, or if the right to pass these on arises from the agreement.

    3. Reference to the existing contractual relationship, including but not limited to the use advertising or as credential, is only permitted with the mutual consent of BDO and the Client.

  5. Confidentiality

    1. The parties agree to treat all information of which they become aware in the course of the contractual relationship as confidential; not to pass it on to third parties; and not to use it for purposes other than for the provision of the service.

    2. The duty to treat information as confidential will not apply:
      a)If the information is, or becomes, public without either party being responsible for such publication through a breach of the agreement.
      b)If the other party has expressly consented to disclosure.
      c)If the party is required by law to make a disclosure or to comply with a court or administrative order.
      d)Where disclosure is necessary to protect BDO’s own rights, e.g., for onward transmission to insurers or legal advisers.

    3. The Client also agrees that BDO may, on a confidential basis, disclose the Client’s information to other BDO member firms (including in third countries without an equivalent level of data protection), BDO International Ltd., and BDO Global Office as well as to third parties commissioned by BDO (service providers), provided that this is necessary for the providing of the services, quality control, financial accounting, verification of independence and bias, for further disclosures in accordance with the privacy policy or to safeguard legitimate interests. In the event of disclosures to service providers, BDO ensures that these also comply with the duty to treat the information confidentially.

    4. For international matters relating to EU Directive 2018/822 (DAC6), the parties are under no obligation of confidentiality to intermediaries or to tax authorities by virtue of this contractual relationship. The Client also acknowledges that other BDO member firms from the European Union, which may be called upon to provide assistance if required, may be subject to statutory reporting obligations under EU Directive DAC6.

    5. The duty to treat the information confidentially continues beyond the termination of the contractual relationship. It does not prevent BDO from providing the same or similar services to other clients.

  6. Data protection

    1. BDO complies with the data protection laws in force and applicable to it. The nature and purpose of processing, the type of personal data processed and the categories of data subjects, as well as the rights and obligations of the Client and BDO, are determined by the agreement concluded between the Client and BDO or the purpose of the provision of services. Further information on the processing of personal data by BDO can be found in the privacy policy on BDO’s website (www.bdo.ch/privacy).

    2. The Client is responsible for ensuring that the personal data transmitted to BDO is correct and complete and is processed lawfully by the Client itself. The Client must ensure that the personal data transmitted can be lawfully processed by BDO.

    3. BDO hereby receives the general authorisation to make use of processors. BDO informs the Client in an appropriate manner about any processors it has engaged.

    4. BDO contractually obliges employees involved in processing the Client’s personal data as well as any other involved persons to maintain confidentiality and data protection and instructs them accordingly.

    5. BDO takes appropriate technical and organisational measures to safeguard the security and confidentiality of personal data.

    6. BDO will, to the extent necessary in the context of BDO’s provision of services, cooperate with the Client and assist the Client in meeting its own obligations under data protection law.

    7. BDO will not, without justification or the Client’s consent, process the Client’s personal data, or have it processed, outside Switzerland or the European Economic Area or in countries without an adequate level of data protection. If, in order to provide BDO’s services, personal data need to be transferred to countries without an adequate level of data protection, BDO will obtain appropriate guarantees from the recipients to ensure data protection.

    8. BDO reserves the right to disclose personal data to other BDO member firms and BDO International Ltd. for the purposes of providing the services, quality control, financial accounting, independence and bias checks, as well as other disclosures mentioned in the privacy policy. BDO relies in particular on BDO’s Binding Corporate Rules (BCR) for disclosures between the BDO member firms, to BDO International Ltd. or BDO Global Office. All BDO member firms, BDO International Ltd. and BDO Global Office are bound by these rules when processing data. A list of the BDO member firms, the BCR and further information on these guarantees can be found here: www.bdo.ch/privacy.

    9. BDO and the Client agree that BDO will return, delete, anonymise or block the processing of the Client's personal data within a reasonable period of time once the purpose of the processing no longer applies. BDO may continue to process the Client's personal data on legal grounds or in its own legitimate interests (e.g., on the basis of legal or professional retention obligations or for evidence purposes).

  7. Fees, expenses and terms of payment

    1. The fee is agreed individually. Unless expressly agreed otherwise, the fee payable in addition to reimbursement of expenses is based on the applicable hourly rates and the actual time spent. BDO may adjust the hourly rates at any time.

    2. Value added tax and expenses are charged additionally.

    3. Cost estimates or proposals are based on the information provided by the Client and are non-binding estimates.

    4. BDO may demand reasonable advances on fees or expenses and may issue interim invoices for activities performed and expenses incurred. BDO has the right to charge statutory interest on arrears in the event of non-payment of an invoice within the payment period stated on the invoice. In the event of non-payment, BDO may suspend its services and make the provision of further services dependent on the full settlement of the amounts claimed. BDO reserves the right to assert further claims.

    5. The right of set-off is excluded. Multiple contracting parties are liable to BDO as joint and several debtors. The assignment by the Client of claims arising from, or in connection with, the agreement or a change of parties requires the prior written consent of the respective other party.

    6. The Client hereby expressly and irrevocably releases BDO and all persons involved in the provision of services from the duty to observe confidentiality and from any professional secrecy obligation in connection with legal disputes (including but not limited to enforcement measures, court and/or arbitration proceedings), including preparation for these, to the extent necessary.

  8. Deliveries by BDO

    1. Deliveries by BDO are deemed to have been made when they have been sent to the last delivery address notified by the Client or made available to the Client (physically or electronically) in accordance with the Client’s instructions. The date of sending will be the date of BDO's sending or the date on which the object of delivery was made available.

    2. BDO may provide or accept other means of communication for the exchange of data with the Client. The conditions for the use by the Client of any means of communication provided by BDO are set out in the relevant terms of use. If the Client requests the use of means of communication not provided by BDO for the exchange of data, BDO accepts no liability for transmission and timely and complete receipt, even if BDO agrees to such use.

  9. Complaints

    Complaints must be raised immediately. BDO has the right to rectify defects.

  10. Liability / sole recourse

    1. BDO’s liability towards the Client is only unlimited in cases of unlawful intent and gross negligence. BDO’s liability in all other cases is limited to twice the total fee paid to BDO for the preceding year, in any case to a maximum of 1 million Swiss francs. Liability for loss of profit as well as for indirect, consequential or incidental damages is excluded.

    2. This contractual relationship exists only between BDO and the Client. In the event of the involvement of other persons for the provision of services (substitution), BDO is only liable for the proper selection and instruction of such third parties.

    3. In the event that the services are provided by other BDO member firms, BDO International Ltd. or BDO Global Office as substitutes (BDO subcontractors), the Client expressly agrees that, in derogation of Article 399 para. 3 of the Swiss Code of Obligations and clause 10.2 of these general terms and conditions, only BDO may be held liable for acts and/or omissions of such BDO subcontractors.

    4. Accordingly, the Client agrees not to bring any action (whether arising from contract, tort, breach of statutory duty or otherwise) against, or otherwise assert any claim against, any other BDO member firm, BDO International Ltd. and BDO Global Office arising from the services or this contractual relationship.

    5. The Client acknowledges that all BDO member firms, BDO International Ltd. and BDO Global Office may independently and on their own behalf invoke this provision and seek judicial enforcement of this claim as if they were parties to this contractual relationship.

    6. Electronic communication from and with BDO takes place via public, usually not specially protected, data transmission networks. BDO disclaims any liability for damages incurred by the Client as a result of transmission errors, technical defects, malfunctions or interference with the network operators' facilities.

  11. Events beyond the control of the parties

    In the case of events beyond the control of the parties (e.g., temporary or permanent force majeure, natural phenomena, pandemics, energy outages or other disruptions of infrastructures), the party which is unable to fulfil its contractual obligations as a result can in no way be held liable to pay damages to the other party. It is released from its contractual obligations for as long as and to the extent that the force majeure persists. If the force majeure ceases, the contractual rights and obligations will resume, unless the force majeure lasts for more than one year. In that case, the party not affected by the force majeure is entitled, but not obliged, to terminate the agreement by written notice.

  12. Duration of the agreement and termination

    1. The agreement ends automatically upon fulfilment or upon provision of the agreed service. If a specific term or a period of notice has been agreed, it ends upon expiry of the term or the period of notice. A contractual relationship may also be terminated by either party at any time in writing and with immediate effect or with effect as of a specific date. The termination must be made in the same form as that used to conclude the agreement (e.g., in writing).

    2. If the Client is a natural person, the agreement will not expire in the event of death, declaration of disappearance or incapacity to act. If the Client becomes bankrupt or similar proceedings are instituted against it, the contractual relationship only expires after its revocation or termination by BDO or the competent authorities.

    3. Upon termination of the contractual relationship, BDO will provide the Client, at a charge, with its documents and data in a form to be agreed upon. BDO is entitled to retain copies of the Client’s documents and data for the purpose of documenting services rendered or on other legal grounds.

  13. Applicable law and place of jurisdiction

    1. Swiss law, to the exclusion of any conflict of laws rules and international treaty provisions, applies.

    2. The place of performance for the mutual obligations, and the sole place of jurisdiction for proceedings of all types is the location of the branch of BDO commissioned by the Client to execute the engagement. However, BDO also has the right to prosecute the Client before the competent court at the Client’s place of residence/registered office or before any other competent court.

  14. Validity proviso

    If one of the present clauses should be declared to be invalid, the remaining provisions of the General Terms and Conditions are not affected thereby. The invalid provisions must be replaced by lawful provisions which, as far as possible, are equivalent to the economic purpose of the invalid provisions.