General terms and conditions of business for the service "SOS VAT"

1. Agreement

1.1. These General Terms and Conditions of Business (the "General Terms and Conditions") form an integral part of the agreement for the provision of services made between the User and Mazars Ltd, Switzerland, ("Mazars"). The use of the service is equivalent to the conclusion of a free mandate contract. Acceptance by the User by means of a conclusive act results from the validation of the relevant form on the https://www.mazars.ch/ website. The sent form and these General Terms and Conditions, form the entire agreement (the "Agreement"). 

1.2. If any provision of the Agreement is invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Any invalid or unenforceable provision shall be replaced by a valid provision, the effect of which is the closest possible to the intended purpose and effect of the invalid or unenforceable provision. 

1.3.    No alteration or variation to the Agreement shall be effective unless the parties hereto have given their express written consent. Such consent may be given inter alia by electronic transfer of any alteration or variation (e.g. facsimile transmission, sending scanned documents by e-mail). 

2. Services provided by Mazars

2.1. The Agreement shall apply to the services performed within the framework of "SOS VAT". Services provided by Mazars shall be deemed to have been performed once they have been completed in full. Mazars does not guarantee the commercial success of the User or of these services and makes no warranty or representation in respect thereof. 

2.2. The "SOS VAT" service aims to provide an answer to less complex VAT questions. 

2.3. A less complex question is defined as one that does not take more than 10 minutes to examine and resolve by a professional of VAT. 

They may include the following topics:

- the formalism to be observed ;

- The rates applicable / to be used;

- The conditions for liability;

- Declarations and statements in the VAT returns. 

2.4. Mazars reserves the right to refuse any question submitted to the extent that the complexity of the question exceeds the definition set in article 2.3. 

2.5. The Service is limited to the provision of brief answers to simple questions in the field of Swiss VAT which do not require legal research. 

2.6. The questions to be solved are sent to Mazars via the form dedicated to the "SOS-VAT" Service on the Mazars website https://www.mazars.ch/. 

2.7. The Service is provided by Mazars solely on the basis of the document and information provided by the User when sending his question to the SOS VAT e-mail address. 

2.8. Mazars undertakes to provide an answer within three working days of receiving the request. Mazars agrees to inform the other party immediately in the event of any delay or change. 

2.9. The final answers provided by Mazars through the SOS VAT Service cannot be considered as binding. Any answers provided orally or on a provisional basis may vary considerably from the final result. These answers have no binding effect and Mazars declines all responsibility for any loss that may be suffered by the User or any third party in this respect. 

3. User cooperation

3.1. The User shall afford Mazars such assistance and support as it may require to enable it to properly discharge its obligations under the Agreement. 

3.2. The User is responsible for ensuring that any information and working materials required by Mazars for the proper discharge of its obligations under the Agreement are accurate and complete and are supplied promptly. The User shall inform Mazars immediately if it becomes apparent that any information and working materials provided by it are inaccurate or incomplete, or upon the occurrence of any event which may affect the performance of the services by Mazars (e.g. any change in the User’s volume of business, business activity, or any structural change). 

3.3. Any failure on the part of the User to discharge its obligation to cooperate with Mazars may preclude Mazars from performing its services hereunder, cause additional work to Mazars in the performance of its services, or entail other adverse consequences. The User shall bear the consequences of any such breach of its duty to cooperate with Mazars, including but not limited to paying Mazars for any additional work performed and indemnifying Mazars for any loss or damage caused by the User. 

4. Use of deliverables

4.1. All deliverables produced by Mazars are provided solely for the User and for the purpose set out in the Agreement. Such deliverables shall not without the prior written consent of Mazars be: used for any purpose other than the purpose stipulated, passed on or made accessible to third parties, or published, altered or modified. Notwithstanding any consent which may be granted by Mazars, Mazars shall not be liable for any loss or damage suffered due to the use of deliverables for any other purpose or by any third party, or due to the publication, alteration or modification thereof. 

4.2. The User shall indemnify Mazars for any loss or damage suffered due to any use, alteration or modification of deliverables in breach of the Agreement, or as a result of any third-party claim arising out of or in connection with the Agreement. 

5. Proprietary rights and licences

5.1. Mazars shall own all right, title and interest in and to all proprietary rights including but not limited to intellectual property and licensing rights in the services provided by Mazars and in any know-how developed or used by Mazars, notwithstanding any assistance afforded by or involvement on the part of the User. 

5.2. Mazars hereby grants to the User a non-exclusive, non-transferable licence to use the deliverables exclusively for its own purposes, together with any know-how relating thereto, in accordance with clause 4.1. 

5.3. Mazars may only grant sub-licences under any licences granted to it subject to the terms of the licence agreement between Mazars and the licensor. Mazars shall inform the User of the applicable licence terms and the User shall be obliged to comply with such terms.

5.4. Mazars shall be entitled to develop any know-how acquired in providing the services (e.g. any technology, ideas, concepts, methods, processes, programmes, or interfaces), or to use such know-how for other purposes. 

6. Assignment of rights and duties

6.1. No claim arising out of or in connection with the Agreement may be assigned, nor shall any change of party be effective, without the prior written consent of the other parties. 

6.2. Nothing in the foregoing provision shall affect the right of the parties to assign their rights and duties under the Agreement to any third party authorized to take over all or part of their business. 

7. Confidentiality

7.1. Throughout the duration of the Agreement and following termination thereof, the parties shall treat as confidential any information disclosed to them while providing or receiving services under the Agreement (e.g. trade secrets, personal data, know-how). 

7.2. The following shall be exempt from the foregoing duty of confidentiality: 

1. any information which may be disclosed by written consent of the party entitled to confidentiality,
2. any information that is in the public domain, where the granting of access is not the result of a breach of the Agreement, or
3. any information which is already known to either party other than by reason of the Agreement. 

7.3. Notwithstanding the provisions of clause 7.2 above, the parties shall be entitled to disclose information by reason of 

1. any statutory or regulatory provision,
2. any decision of a court or public authority
3. any professional rules or rules regarding independence, or
4. the need to safeguard their interests in relation to their insurers and legal advisors. 

7.4. Provided that the recipient is subject to a statutory or contractual duty of non-disclosure, Mazars may also disclose confidential information for internal purposes such as: 

1. for internal quality control purposes and to clarify conflicts of interest by national and international teams,
2. for use within the Mazars Group, for instance for financial reporting or Customer Relationship Management (CRM) purposes, or
3. for storage abroad. 

8. Data protection

8.1. If and to the extent that Mazars with respect to the services described in the Contract, and where otherwise applicable, acts as a controller pursuant to applicable data protection law, The Data Controller Privacy Notice (document can be found on our website https://www.mazars.ch/Home/About-us/Data-Controller-Privacy-Notice) which shall form an integral part to this General Terms and Conditions applies to the processing of personal data by Mazars. The User hereby confirms and warrants to Mazars that i) the User itself processes any personal data in accordance with the applicable data protection laws; ii) the User is entitled to share, disclose and transfer the personal data with/to Mazars; iii) the sharing, disclosure and transfer of any personal data by and/or on behalf of the User with/to Mazars for processing by Mazars in accordance with The Data Controller Privacy Notice is in line with and permitted by applicable data protection laws; iv) the User has in particular obtained, if required, any consents from the data subjects and made any filings, declarations and registrations and obtained any authorizations in respect of its processing activities as well as for the sharing, disclosure and transfer of any personal data by and on behalf of the User with/to Mazars for processing by Mazars in accordance with The Data Controller Privacy Notice and v) that the User has provided the data subjects, prior to sharing with, disclosing and/or transferring any personal data with Mazars, with all information on the processing by Mazars of their personal data as set forth and contained in The Data Controller Privacy Notice. The User shall hold Mazars fully harmless and shall fully indemnify Mazars and Mazars Group companies against any claims by the data subjects or any third parties (including authorities) in case of a breach of the aforementioned confirmations and warranties. In case of any conflicting provisions in the main body of these General Terms and Conditions and The Data Controller Privacy Notice, the conflicting provisions in The Data Controller Privacy Notice shall take precedence. 

8.2. To the extent that Mazars with respect to the services described in the Contract, and where otherwise applicable, acts as a processor pursuant to applicable data protection law, Mazars shall at any time process the personal data of the User solely on behalf of the User and as instructed by the User. The terms governing such data processing are set out in a separate data processing addendum for each engagement letter or otherwise applicable document. In case of any conflicting provisions in the main body of these General Terms and Conditions the above mentioned separate data processing addendum, the conflicting provisions of this separate data processing addendum shall take precedence. 

9. Fees, disbursements and other expenses

9.1. Considering the purpose for which it is set up, i.e. to provide answers to simple questions on VAT, this service is provided by Mazars free of charge. 

9.2. Any request that is too complex for the Service may result in a fee-based service offer, by mutual agreement between the Parties. 

10. Liability and warranty

10.1. Mazars shall exercise all due care in providing the services stipulated. Mazars shall be liable for any substantiated loss or damage suffered by the User which is directly attributable to Mazars’ deliberate or grossly negligent breach of: 

1. Mazars’ contractual obligations, or
2. any other duty of care owing by Mazars. Mazars expressly excludes any further liability under the Agreement or on any other legal grounds to the fullest extent permitted by law. 

10.2. Any rights accruing to the User under any warranties applying to the Agreement shall be limited at Mazars’s discretion rectification of defects. 

11. Independence, conflicts of interest and Swiss Money Laundering Act

11.1. Mazars and the User shall seek assurances regarding compliance with national and international rules pertaining to independence and any conflicts of interest prior to commencement of the services. The User shall be responsible for alerting Mazars if it becomes aware of any potential conflicts of interest or impairment of Mazars’ independence. In the event that any actual or potential conflict of interest arises or independence is compromised in the course of providing the services under the Agreement, the parties shall agree on further action to be taken. It may be necessary to terminate the Agreement forthwith in the interests of the parties. 

11.2. Mazars shall be entitled to supply services to third parties who are competitors of the User, or whose interests conflict with the User's interests. Mazars undertakes not to use confidential information relating to the User for the benefit of third parties. Accordingly, Mazars shall not use confidential information relating to third parties for the benefit of the User. 

12. Electronic communications

12.1. The parties shall be entitled to communicate with one another by electronic means (e.g. e-mail, facsimile transmission). 

12.2. Both parties shall be responsible for their own electronic communications and shall take reasonable measures to ensure that any such communications are secure and error-free using the latest technology. Notwithstanding the foregoing, the parties are aware that electronic data transfer is not always secure, that transmissions may not always be delivered promptly and free of viruses or errors and that any information transferred may not be accurate, complete or confidential. Specific information regarding any special security measures required (e.g. password protection, encryption) shall be set out in the engagement letter. 

12.3. Electronic communications shall not be deemed to have been properly received, and no document shall give rise to any obligation, until the receiving party has transmitted a functional acknowledge receipt to the transmitting party. 

12.4. To the fullest extent permitted by law, Mazars excludes all liability for any loss or damage which may be caused by sending information electronically. 

13. Duration and termination of the Agreement

13.1. The Agreement comes into force on receipt of the User's request through the dedicated online form. 

13.2. The Agreement will end once Mazars has provided the expected response by return email to the User. 

13.3. Either party shall be entitled to terminate the Agreement in writing with immediate effect or by giving notice to terminate the Agreement on a specific date. On termination of the Agreement, each party shall, upon the written request of the other party, return any items and documents received from the other party which are in its possession provided that the party transmitting the items and documents noticed upfront the other party that such items and documents are subject to be returned. Mazars shall be entitled to retain any copies of documents evidencing the services provided. The User shall not be entitled to the return of any working papers and other information produced by Mazars under the Agreement, whether in hard copy, electronic, or any other form, unless the Agreement expressly provides for the return of such documents and information. 

14. Applicable law and place of jurisdiction

14.1. The Agreement shall be governed by and construed exclusively in accordance with Swiss law. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. 

14.2. The court of competent jurisdiction in Geneva, where Mazars’s registered office is located, shall have exclusive jurisdiction for any disputes arising out of or in connection with the Agreement, unless any obligatory provision of law confers exclusive jurisdiction on any other court.