GTC

1. Purpose and scope

1.1 These general terms and conditions (hereinafter also “GTC”) apply to the entire division of MKY Treuhandpartner GmbH (hereinafter also “Company”), Obere Bahnhofstraße 26 9500 Wil, as well as its other branches. The company is active in the areas of trust, corporate and tax consulting, and real estate.

‍1.2 Together with a mandate contract, letter of confirmation or letter of order as well as other associated attachments and appendices, these terms and conditions apply to all mentioned business areas. In addition, these terms and conditions also apply to other services provided directly or indirectly to the customer by MKY Treuhandpartner GmbH without a mandate agreement, confirmation letter or order letter.

1.3 By placing an order, the client accepts the general terms and conditions of mKY Treuhandpartner GmbH. The terms and conditions are also an integral part of all declarations of intent, offers, cost estimates and order confirmations from MKY Treuhandpartner GmbH. They have priority over any general terms and conditions of order and business of the client as well as over older provisions and contracts.

1.4 The provisions of these general terms and conditions always apply unless the mandate contract, confirmation letter or letter of assignment contains any special provisions that deviate from these conditions.

1.5 MKY Treuhandpartner GmbH reserves the right to make changes to these terms and conditions at any time and to publish the latest version on the company's own website www.mky.group. The new version of the terms and conditions comes into force when published on the MKY Treuhandpartner GmbH website. The version of the terms and conditions in force at the time of conclusion of the contract and presented to the customer or made known to the customer is valid, unless the customer has already agreed to the newer version of the terms and conditions with the amendments.

‍

2. Start of contract, contract duration and termination of the order

2.1 The contract is concluded when the customer accepts the offer from MKY Treuhandpartner GmbH on the agreement to purchase products and/or services.

2.2 The contract is also concluded when the customer makes use of the products and services offered by MKY Treuhandpartner GmbH.

2.3 The order agreement concluded between the client and the company begins at the latest when it is signed and ends with the agreed time period, full order fulfillment or provision, or termination.

2.4 The contracting parties are entitled to cancel the contract in writing with immediate effect or at a specific time. In particular in the event of impending insolvency, outstanding receivables with overdue dates of more than 90 days or over-indebtedness on the part of the client, the company is entitled to terminate this order immediately and without obligation to continue the work begun. It is the same if the client demands illegal conduct from the company. In all cases, the company is entitled in full to the fee claims for the services provided up to this point in time, including expenses and other expenses, regardless of the failure to complete the work. MKY Treuhandpartner GmbH must be held harmless by the customer in any case.

2.5 If the ordinary termination is made at an inopportune moment, the terminating party is obliged to compensate the other party for the resulting damage, possibly in addition to the fee claim on the basis of effective hourly costs and the applicable hourly rates plus expenses incurred.

2.6 In the case of natural persons, the contractual relationship expires upon the death or the occurrence of the client's inability to act or for any other reason in accordance with Art. 35 or 405 of the Swiss Code of Obligations.

2.7 If the client goes bankrupt or similar proceedings are initiated against him, the order only expires after it has been revoked or terminated by MKY Treuhandpartner GmbH or by the competent authorities.

‍

3. Withdrawal

‍

3.1 Both parties have the right to cancel or cancel the contract at any time. Expenses already incurred must be paid in full to the other party. Withdrawal at an inopportune time is subject to compensation and any further claims for damages remain reserved (see also Section 2 of the General Terms and Conditions).

3.2 When purchasing products, exchange is excluded.

4. Contractual powers of the company

4.1 MKY Treuhandpartner GmbH is entitled to call in employees, expert external consultants, companies and institutions who work on behalf of and on behalf of MKY Treuhandpartner GmbH (right of substitution). In addition, the company may call in additional assistants to fulfill the contractual obligations and in compliance with mandatory legal provisions.

4.2 The company has the authority, on behalf of the client, to take all measures that require careful fulfillment of the order. In particular, the company is authorized, on behalf of the client, to obtain information from banking and bank-like institutions, tax authorities, social security institutions, insurance companies, debt collection and bankruptcy offices, the commercial register office and the like.

4.3 As part of the general duty of care and in connection with the orders placed on it, the company has the right to carry out analysis/research and other work for the client which the company, in good faith, deems necessary in the sense of prudent fulfillment of the order.

5. Fees and expenses

5.1 Unless otherwise stated, all prices are in Swiss francs (CHF). All prices exclude any applicable value added tax (VAT).

5.2 The company reserves the right to change prices at any time. The prices valid at the time the contract is concluded in accordance with the price list of MKY Treuhandpartner GmbH apply.

5.3 In addition to the fee claim, MKY Treuhandpartner GmbH is entitled to reimbursement of expenses and third-party fees. If MKY Treuhandpartner GmbH makes use of third parties to provide its services (see Section 2 Terms and Conditions), the customer undertakes, upon request, to directly pay the fee claims and expenses incurred by these third parties and to fully indemnify MKY Treuhandpartner GmbH from any obligations entered into as part of the order.

5.4 Cost estimates are based on estimates of the scope of the necessary activities and are prepared on the basis of the data provided by the customer. They are therefore not binding for the final calculation of the fee and are purely indicative.

5.5 Upon termination of the order, the company is entitled to charge the client a lump sum fee of CHF 300.00 excluding VAT for infrastructure and archiving expenses arising from the termination of the contract relationship. This also applies if the company completes the order itself.

5.6 MKY Treuhandpartner GmbH may request appropriate advances on fees and expenses and provide individual or regular interim invoices for activities and expenses already performed. If an advance is requested or an interim invoice is submitted, it may make the provision of further services dependent on full payment of the amounts claimed.

5.7 The company is entitled to charge an additional administration fee when billing or invoicing its services based on the price/fee list. This partially covers the ever larger and more relevant administrative activities (such as authorities, offices, postal services, etc.).

‍

6. Payment terms

6.1 The customer is obliged to pay the invoiced amount within the specified payment term from the date of the invoice. The client's right of settlement is excluded. In general, the payment period is 20 days after the date of the invoice.

6.2 If the invoice is not paid within the above payment period, the customer will be warned. If the customer does not pay the invoice within the set reminder period, he is automatically in default. MKY Treuhandpartner GmbH reserves the right to pay reminder fees. From the time of default, the customer owes default interest of 5%. From reminder level 2, MKY Treuhandpartner GmbH reserves the right to discontinue all activities without warning.

6.3 Collection measures incur a collection fee of at least CHF 300.00. MKY Treuhandpartner GmbH is exempted from confidentiality and professional secrecy in order to assert claims against the client arising from the contractual relationship.

6.4 The company may deviate from the invoicing principle and require payment in advance without giving reasons.

6.5 If the company also offers products for purchase, rent or other use via an online platform, it can also request payments electronically as part of the ordering process (credit cards, PayPal or other payment systems).

6.6 In the event of a delay in payment, the company reserves the right to refuse to provide the service or deliver the product.

‍

7. Involvement of the client and duty to provide information

7.1 By agreeing to these terms and conditions, the client confirms that he has unlimited capacity to act and is of legal age. In the case of representing a legal person, the signatory confirms that he is legally and factually entitled to represent the legal person as a representative or organ of the legal person and can enter into this contract in a legally effective manner.

7.2 The client confirms that all information provided is true, up to date, does not infringe the rights of third parties, does not violate common decency and is in accordance with applicable law.

7.3 The client undertakes to take all precautions immediately and to refrain from doing nothing so that the company can actually and properly fulfill its mandate in accordance with the legal, statutory and regulatory provisions, as well as the due diligence incumbent upon it. In particular, the client must provide the company with all documents necessary for the execution of the order completely, correctly and in good time so that MKY Treuhandpartner GmbH has a reasonable processing time. The client is also obliged to inform MKY Treuhandpartner GmbH in a timely manner of all business transactions, processes and circumstances that the company must know in order to properly fulfill the order.

7.4 In any case, the client must disclose without request who is economically entitled to the transactions carried out. Any change in the Board of Directors and/or shareholder/managing director status must be reported to MKY Treuhandpartner GmbH without request and without delay, including current personal details.

‍

8. Delivery of documents

Deliveries from MKY Treuhandpartner GmbH are considered to have been made when they have been sent to the last address announced by the client or made available to him in accordance with his instructions. The date of dispatch is the date on the copies or shipping lists owned by MKY Treuhandpartner GmbH.

‍

9. Complaint, liability and force majeure

9.1 Complaints arising from the order must be reported immediately and MKY Treuhandpartner GmbH must be given the opportunity to rectify them. Liability for any indirect damage and subsequent damage caused by a defect is excluded in full. Reference is generally made to the full, non-delegable responsibility of the client's board of directors or the highest management of the client's company within the meaning of art. OR 716a, according to which the board of directors or the highest management of the company is exclusively responsible for the financial planning and management of the company.

9.2 MKY Treuhandpartner GmbH is only liable to the client for direct damage caused by unlawful intent and gross negligence. The existence of unlawful intent or gross negligence must be proven by the client who wishes to derive a claim from this. This limitation of liability also applies to all persons to whom MKY Treuhandpartner GmbH has authorized the handling of transactions.

9.3 Any liability for assistants is completely excluded. In the event of substitution, the liability of MKY Treuhandpartner GmbH is limited to the appropriate selection, instruction and supervision of the third party.

9.4 The company regularly publishes blog posts on various topics on its own homepage and other media channels. Each of these contributions is general and descriptive in nature. They are in no way a substitute for individual analysis and precise advice. Any liability and compensation claims in this context are therefore excluded in full.

9.5 E-mail traffic from and with MKY Treuhandpartner GmbH takes place via public, not specially protected data transmission networks. MKY Treuhandpartner GmbH disclaims any liability for damage suffered by the client as a result of transmission errors, technical defects, faults or interventions in the network operators' facilities.

9.6 The limitations of liability set out in the present case also apply to the selection of IT programs and applications (such as cloud solutions) with which MKY Treuhandpartner GmbH works.

9.7 In the event of a claim, MKY Treuhandpartner GmbH's liability is limited to a maximum of the simple annual fee paid. Any liability for auxiliary personnel is excluded in full.

9.8 In the event of force majeure, the party that is therefore unable to fulfill its contractual obligations is in no way liable to pay compensation to the contractual partner. It is released from its contractual obligations as long and insofar as the force majeure persists. If the force majeure ceases, the contractual rights and obligations come into force again, unless the force majeure lasts more than one year. In this case, the party that is not affected by the force majeure is entitled, but not obliged, to cancel or terminate the contract with written notice.

10. Data protection

10.1 The customer agrees that the company processes, processes and uses the data collected as part of the conclusion of the contract, including personal data, to fulfill the obligations under the contract. The company takes the measures necessary to secure the data in accordance with legal regulations and complies with the processing principles. The customer fully agrees to the storage and use of his data, including personal data, by the company and is aware and agrees that the company is obliged and authorized by order of courts or authorities to disclose information from the customer to these or third parties.

10.2 The customer also agrees that MKY Treuhandpartner GmbH may use personal data in anonymized form for marketing purposes.
10.3 When processing and processing data, including personal data, the data protection declaration of MKY Treuhandpartner GmbH applies. The privacy policy can be viewed at any time on the company's website at the following address: www.mky.group/datenschutz.

10.3 of the terms and conditions and to have been given the opportunity to do so.

10.4 The client confirms that he has read the privacy policy of MKY Treuhandpartner GmbH and confirms the privacy policy applicable to the processing of personal data by MKY Treuhandpartner GmbH from Section.

10.5 The client confirms and guarantees that he complies with the applicable data protection principles even when processing any personal data and is entitled to pass on, disclose or transfer any personal data necessary to fulfill the order to MKY Treuhandpartner GmbH. The authorization includes that any necessary consent has been obtained from the persons concerned and that they have explicitly agreed to the transfer, disclosure or transfer to MKY Treuhandpartner GmbH. In this context, the client confirms that the persons concerned have referred the data protection declaration of MKY Treuhandpartner GmbH. The client undertakes to hold MKY Treuhandpartner GmbH harmless and, in the event of his own violation of the above principles and principles, to be responsible for any claims against MKY Treuhandpartner GmbH.

‍

11. Intellectual property and usage rights

Regardless of cooperation between MKY Treuhandpartner GmbH and the customer, all property rights, such as intellectual property and license rights, to the documents, products or other work results produced by MKY Treuhandpartner GmbH and the customer are exclusively owned by MKY Treuhandpartner GmbH. MKY Treuhandpartner GmbH grants the customer in each case a non-exclusive and non-transferable right of exclusive personal use of the documents, products and other work results provided to him, including the associated know-how. The transfer of documents, products and other work results or parts of them as well as individual technical statements to third parties is only permitted with the express written consent of MKY Treuhandpartner GmbH. The customer fails to amend the documents provided to him by MKY Treuhandpartner GmbH, in particular the binding reporting. The same applies to products and other work results, unless their purpose is further processing by the customer. Reference to the existing contractual relationship between the parties, in particular as part of advertising or as a reference, is only permitted with the mutual consent of both parties.

12. Storage and handover of work results and documents

Subject to longer legal periods, MKY Treuhandpartner GmbH must keep the documents for a period of 10 years after completion of the order. However, the client has no legal claim to storage by the company. However, this obligation expires before the end of this period if MKY Treuhandpartner GmbH has asked the client in writing to receive the documents and the client has not complied with this request within 3 months of receiving them. It is hereby expressly stated that only the client is responsible for meeting the statutory storage requirements (as regulated by Swiss Code of Obligations and the Commercial Books Ordinance).

13. Prohibition of solicitation

During the duration of the contractual relationship and for 12 months after its termination, the customer undertakes not to directly or indirectly recruit, hire or otherwise have employees of MKY Treuhandpartner GmbH work for himself or third parties.

In the event of a violation of this prohibition of solicitation, the customer undertakes to pay a contractual penalty in the amount of a gross annual salary of the employee concerned. The most recent annual salary received from MKY Treuhandpartner GmbH is decisive.

Payment of the contractual fine does not exempt you from compliance with the prohibition of solicitation. We reserve the right to claim further damage.

14. Salvatory clause

Should individual provisions of this contract be ineffective or unenforceable, this shall not affect the validity of the remaining provisions of this contract. In this case, the parties are required to replace the relevant provisions that come closest to the intended purpose.

15. Jurisdiction and Applicable Law

15.1 All legal relationships in connection with this contract are subject to Swiss law, with the United Nations Convention on Contracts for the International Sale of Goods being explicitly excluded.

15.2 The parties agree that the place of jurisdiction is CH-9500 Wil — the registered office of MKY Treuhandpartner GmbH. In addition, the company is entitled to sue the client before any court competent by law.