Allgemeine Geschäftsbedingungen

These General Terms and Conditions (GTC) govern the contractual relationship between Schweizer Finanzzentrum GmbH and its clients for the provision of financial advice and support, tax services, as well as the brokerage and placement of financial and insurance products. They form the contractual framework; the case-specific regulatory duties (in particular the pre-contractual information and disclosure obligations under FIDLEG/FinSA (Financial Services Act) and under VAG (Insurance Supervision Act)) are fulfilled in the individual agreement and in a separate prior information document. This is a professionally substantiated DRAFT which, prior to use, must necessarily be reviewed by a lawyer with regard to the specific business model and the applicable regulatory duties.

1. Scope of Application

1.1 These General Terms and Conditions (hereinafter «GTC») apply to all services rendered by Schweizer Finanzzentrum GmbH, Moosstrasse 64, 3126 Kaufdorf, Canton of Bern (hereinafter «SFZ» or «we») to its clients (hereinafter «client» or «you»).

1.2 The GTC form an integral part of every contract concluded between SFZ and the client (hereinafter «advisory contract» or «mandate»). They govern the framework of the contractual relationship; the individual agreement (offer, order confirmation, individual contract) governs the specific services, the remuneration as well as - to the extent necessary - the case-specific treatment of third-party remuneration. Deviating, supplementary or individual agreements take precedence over these GTC in the event of conflict; to be effective, they require written or text form (e-mail is sufficient).

1.3 The client's general terms and conditions that contradict these GTC do not become part of the contract, even if SFZ does not expressly object to them.

1.4 Pre-contractual and contractual information and conduct obligations arising from mandatory law remain reserved, in particular those under the Federal Act on Financial Services (FIDLEG/FinSA, Financial Services Act) and the Insurance Supervision Act (VAG, Insurance Supervision Act). These take precedence over any conflicting provisions of these GTC and, to the extent that they are to be fulfilled on a case-specific basis, are specified in the individual agreement and in the separate prior information document (Section 7 and Section 13).

2. Contracting Parties and Conclusion of Contract

2.1 The client's sole contracting party is Schweizer Finanzzentrum GmbH, a limited liability company under Swiss law with its registered office in Kaufdorf (UID/Commercial Register: [Placeholder: CHE-xxx.xxx.xxx, registered in the Commercial Register of the Canton of Bern - to be confirmed by the client]).

2.2 SFZ is represented vis-à-vis the client by Christian Zwahlen and Stefan Jaggy. The authority to sign or represent is governed by the Commercial Register entry [Placeholder: precise signing authority - sole/joint signature - to be confirmed].

2.3 The contract is concluded as soon as the parties have agreed on the essential contractual terms (in particular the scope of services and remuneration). This usually takes place through the written or electronic acceptance of an offer or order confirmation from SFZ or through the commencement of the mutually agreed provision of services.

2.4 Insofar as the client is a retail client within the meaning of FIDLEG, SFZ shall, prior to the conclusion of the contract or prior to the provision of the financial service, make available the legally required information pursuant to Art. 8 et seq. FIDLEG (in particular regarding SFZ as service provider, regarding the service, the costs, the economic ties and third-party remuneration, as well as the risks) in a separate prior information document (see Section 7 and Section 13). These GTC do not replace this case-specific information.

3. Services of SFZ

3.1 Depending on the agreement, SFZ provides the following services: personal financial advice and support; preparation of tax returns and related tax assistance; pension and retirement planning; insurance review and analysis; budget advice; as well as the brokerage and placement of financial and insurance products.

3.2 The specific scope of services, any deadlines and the applicable remuneration result from the respective offer, order confirmation or individual agreement. The specific agreement shall always prevail; these GTC govern the framework.

3.3 Unless expressly agreed otherwise, advisory services are rendered as a mandate within the meaning of Art. 394 et seq. of the Swiss Code of Obligations (OR, Swiss Code of Obligations). SFZ owes diligent action, but not a particular economic success. In particular, SFZ assumes no guarantee for the development of markets, returns, tax consequences or the occurrence of a particular investment, pension or insurance result.

3.4 In the brokerage and placement of financial and insurance products, SFZ acts as an intermediary. The respective product or insurance contract is concluded directly between the client and the relevant product or insurance provider; the respective provider alone is liable for its performance. The terms of the relevant product or insurance contract shall prevail.

3.5 In the preparation of tax returns, SFZ relies on the information and documents provided by the client. SFZ owes the diligent preparation on the basis of this information, but not a review of its substantive completeness beyond what is discernible.

4. Client Segmentation and Review Obligations under FIDLEG

4.1 SFZ assigns the client to a client segment in accordance with the requirements of FIDLEG (retail clients, professional or institutional clients). SFZ informs the client about the classification as well as about any possibilities of changing the client segment (opting-out or opting-in pursuant to Art. 5 FIDLEG) and its consequences for the scope of protection prior to the provision of the financial service.

4.2 Insofar as SFZ provides investment advice, it carries out an appropriateness or suitability assessment in accordance with Art. 10-14 FIDLEG and obtains the necessary information on knowledge, experience, financial circumstances and investment objectives for this purpose. If SFZ's activity is limited to mere brokerage or execution without advice (execution only), this assessment does not apply; in this case, SFZ points out to the client that no suitability or appropriateness assessment is carried out.

4.3 SFZ fulfils the documentation and accountability obligations pursuant to Art. 15 et seq. FIDLEG. It documents the agreed services and the recorded client information and renders account to the client, upon the latter's request, of the services rendered.

5. Delimitation of Services / No Legal Advice

5.1 SFZ does not provide legal advice or attorney services. It does not prepare legal opinions and does not undertake representation before courts or authorities within the meaning of attorney activity.

5.2 Insofar as a legal assessment (e.g. questions of inheritance law, family law, corporate law or contract law) is required for an appropriate decision by the client, SFZ refers the client to the involvement of an attorney. The same applies mutatis mutandis to questions requiring a specialised tax, fiduciary or audit law assessment, insofar as these lie outside the agreed scope of services.

5.3 References by SFZ to legal or tax framework conditions serve exclusively for orientation within the scope of the financial advice and do not replace individual legal or in-depth tax advice by appropriately qualified specialists.

6. Client's Duties to Cooperate

6.1 Careful and appropriate advice presupposes complete, correct and current information from the client. The client makes available to SFZ all information, documents and disclosures required for the provision of services in a timely, complete and truthful manner.

6.2 The client informs SFZ without delay of changes in his personal, financial or family circumstances, insofar as these may be of significance for the advice or an existing recommendation.

6.3 The client reviews documents prepared by SFZ (in particular offers, analyses, tax returns, application and contract documents) for correctness and completeness prior to signing or submission and reports discrepancies promptly.

6.4 Insofar as the client fails to fulfil his duties to cooperate or fails to do so in a timely manner, SFZ is not responsible for any resulting delays, additional expenditure or disadvantages. Additional expenditure resulting therefrom may be invoiced additionally on a time-and-effort basis.

7. Fees, Prices and Payment Terms

7.1 SFZ's remuneration is based on fees (hourly rates or flat rates) in accordance with the offer, agreement or price list valid in each case. The rates agreed in the specific mandate shall prevail.

7.2 Unless expressly stated otherwise, all prices are in Swiss francs (CHF) and exclusive of statutory value added tax (VAT), insofar as such is owed.

7.3 Outlays and third-party costs (e.g. fees of third parties, expenses) are, insofar as agreed, charged additionally on a time-and-effort or actual-incurrence basis.

7.4 Invoices are payable without deduction within the period stated on the invoice, otherwise within 30 days of the invoice date. Upon the unused expiry of the period, the client falls into default without further reminder; SFZ is entitled to charge default interest of 5% p.a. (Art. 104 OR) as well as reasonable reminder costs.

7.5 SFZ is entitled to demand reasonable advances or payments on account as well as to suspend the provision of services in the event of outstanding due payments until receipt of payment.

7.6 The set-off of the client's claims against SFZ's claims is only permissible with undisputed claims or claims established by a final and binding judgment.

8. Third-Party Remuneration (Commissions/Brokerage Fees), Disclosure and Conflicts of Interest

8.1 SFZ is partly compensated by third-party remuneration, in particular by commissions, brokerage fees, portfolio maintenance fees or similar compensation from product and insurance providers in connection with the brokerage or placement of products. SFZ's remuneration model therefore comprises both client fees and third-party remuneration.

8.2 SFZ discloses the nature and extent of such third-party remuneration to the client in accordance with Art. 26 FIDLEG. Prior to the provision of the financial service or prior to the conclusion of the contract, SFZ informs the client in the prior information document about the existence, nature and extent of the remuneration received from third parties, at least according to quantified ranges or according to the parameters on the basis of which the remuneration is calculated. Upon the client's request, SFZ subsequently discloses the amounts actually received in the individual case.

8.3 Whether SFZ retains third-party remuneration or passes it on to the client in whole or in part is governed by the individual agreement. [Placeholder: retention or pass-on of commissions/brokerage fees - to be confirmed by the client and to be bindingly stipulated in the individual agreement.] These GTC govern solely the disclosure mechanism; on their own, they do not constitute a waiver by the client of the surrender right under Art. 400 OR.

8.4 Insofar as SFZ is to retain third-party remuneration, this presupposes a valid waiver by the client of the surrender right under Art. 400 OR. Such a waiver is governed exclusively in the individual agreement and is only effective if SFZ has, in advance, fully informed the client about the key parameters and the expected ranges of the third-party remuneration and the client expressly consents to the retention in the specific case (cf. BGE 137 III 393, 138 III 755). In the absence of such a waiver, SFZ surrenders the third-party remuneration received to the client.

8.5 SFZ takes appropriate organisational measures to avoid conflicts of interest. If conflicts of interest cannot be avoided, SFZ discloses them to the client before it conducts the relevant transaction or renders the relevant service (Art. 25 et seq. FIDLEG).

8.6 SFZ does not use the designation «independent» or «commission-free». Owing to the described remuneration model (including third-party remuneration), such a designation would be neither accurate nor permissible.

9. Engagement of Partners and Third Parties

9.1 SFZ is entitled to engage carefully selected auxiliary persons, partners and third parties (e.g. specialised professionals, fiduciaries, product and insurance providers, service providers) for the provision of its services.

9.2 Insofar as SFZ merely brokers or organises the services of third parties, the relevant contractual relationship is concluded between the client and the third party. For the proper selection of engaged auxiliary persons, SFZ is liable in accordance with Section 12; for their independent services towards the client based on a direct contractual relationship, the respective third party is liable.

9.3 Insofar as the transfer of the client's personal data is required for the engagement of third parties, this takes place in accordance with Section 10 and the privacy policy.

10. Data Protection

10.1 SFZ processes the client's personal data in accordance with the revised Swiss Data Protection Act (revDSG, Swiss Federal Act on Data Protection) and - where applicable - other relevant data protection provisions.

10.2 The details regarding the processing of personal data, the processing purposes, the engaged service providers as well as the client's rights result from SFZ's separate privacy policy, which is available at www.schweizerfinanzzentrum.ch and forms an integral part of the contractual relationship.

11. Confidentiality

11.1 SFZ treats all information and circumstances of the client that come to its knowledge within the scope of the mandate as confidential and does not disclose them to unauthorised third parties without the client's consent. This obligation continues to exist even after termination of the contractual relationship.

11.2 The disclosure of information remains reserved insofar as this is necessary for the provision of the agreed services (in particular vis-à-vis engaged auxiliary persons and product/insurance providers pursuant to Section 9) or insofar as SFZ is obliged to disclose by virtue of law, official or court order.

11.3 The client, for its part, treats non-public information, analyses and documents received from SFZ as confidential.

12. Liability and Limitation of Liability

12.1 SFZ renders its services with the diligence required by the circumstances. Liability is governed by the statutory provisions.

12.2 Insofar as legally permissible, SFZ's liability for slight negligence may be limited. It remains unaffected that the court may declare an exclusion of liability for slight negligence pursuant to Art. 100 para. 2 OR invalid, insofar as SFZ's activity is to be qualified as an officially licensed or authorised activity. [Placeholder: scope of the exclusion of liability for slight negligence to be reviewed and stipulated by a lawyer.]

12.3 SFZ is not liable for damages based on incorrect, incomplete or delayed information from the client (Section 6), on the breach of duties to cooperate, or on decisions made by the client deviating from SFZ's recommendation.

12.4 SFZ is not liable for the performance, creditworthiness or fulfilment of product and insurance providers or other third parties with whom the client concludes a direct contract, nor for the market development of brokered products.

12.5 Liability for auxiliary persons is limited, to the extent legally permissible, to careful selection and instruction (Art. 101 OR).

12.6 Liability for unlawful intent and gross negligence (Art. 100 para. 1 OR) as well as mandatory statutory liability cannot be excluded and remain unaffected. [Placeholder: any monetary limitation of liability - e.g. limitation to the fee agreed in the relevant mandate - to be reviewed and stipulated by a lawyer.]

13. Intellectual Property Rights

13.1 All concepts, analyses, calculations, evaluations, templates and other work results prepared by SFZ as well as the intellectual property rights contained therein remain with SFZ, unless expressly agreed otherwise.

13.2 The client receives, in respect of the work results delivered within the scope of the mandate, a non-exclusive, non-transferable right of use for the agreed purpose. Any transfer to third parties, publication or other exploitation requires SFZ's prior written consent.

13.3 SFZ's trademarks, logos and other distinctive signs may not be used without prior written consent.

14. Supervision, Register, Insurance Brokerage and Ombudsman's Office / Dispute Resolution

14.1 SFZ informs the client, within the scope of the statutory requirements, about its supervisory and register-law status. [Placeholder: registration of the client advisors in the FIDLEG advisor register pursuant to Art. 28 et seq. FIDLEG - registration body and register numbers to be confirmed by the client.]

14.2 In the brokerage of insurance products, SFZ is subject to the Insurance Supervision Act (VAG). SFZ is an [Placeholder: untied / tied] insurance intermediary and, in this capacity, [Placeholder: registered in the FINMA register of insurance intermediaries / not subject to registration - status and register number to be confirmed]. SFZ holds the professional liability insurance required under VAG [Placeholder: to be confirmed]. SFZ informs the policyholder about the intermediary category and the economic ties pursuant to Art. 45 VAG prior to the conclusion of the contract.

14.3 SFZ is affiliated with an ombudsman's office within the meaning of Art. 74 et seq. FIDLEG. [Placeholder: insert specific ombudsman's office and contact details as soon as the affiliation is confirmed.] In the event of disputes arising from the provision of financial services, the client may initiate a mediation procedure with the competent ombudsman's office.

14.4 The ombudsman procedure under FIDLEG is voluntary and is not necessarily a precondition for the initiation of court proceedings; it does not exclude the legal recourse pursuant to Section 17. Any conciliation procedure under the Swiss Civil Procedure Code (ZPO) remains reserved.

15. Contract Duration and Termination

15.1 Unless otherwise agreed, the advisory contract applies for the duration of the respective mandate or until the complete provision of the agreed services.

15.2 Advisory mandates as a mandate within the meaning of Art. 394 et seq. OR may be terminated by both parties at any time (Art. 404 OR). If termination occurs at an inopportune time, the terminating party is obliged to compensate the resulting damage. Services already rendered are to be remunerated on a time-and-effort basis.

15.3 In the case of continuing obligations, the contract may be terminated ordinarily subject to a notice period of [Placeholder: e.g. 30 days] to the end of a calendar month, unless otherwise agreed.

15.4 The right to extraordinary termination for good cause remains reserved.

15.5 Upon termination of the mandate, SFZ surrenders to the client, upon request, the original documents belonging to the latter. SFZ is entitled to retain copies of the documents as well as its own mandate documentation within the scope of the statutory retention and proof obligations. [Placeholder: stipulate retention period.]

15.6 Terminations require written or text form (e-mail is sufficient).

16. Amendments to the GTC

16.1 SFZ reserves the right to amend these GTC, in particular to adapt them to changed statutory or regulatory requirements.

16.2 Amendments are notified to the client in an appropriate form (e.g. by publication on the website or by notice). The version valid at the conclusion of the contract or at the provision of the respective service shall prevail. In the case of existing continuing obligations, a fiction of approval applies exclusively to non-material amendments or amendments required by law or regulation: such amendments are deemed approved unless the client objects within [Placeholder: e.g. 30 days] of notification; this consequence is separately pointed out in the notice. Material amendments, in particular regarding remuneration or liability, require the client's express consent.

17. Applicable Law and Place of Jurisdiction

17.1 The contractual relationship between SFZ and the client is exclusively governed by Swiss law, to the exclusion of conflict-of-laws referral rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.2 For disputes arising from or in connection with the contractual relationship, the place of jurisdiction at SFZ's registered office shall apply, insofar as legally permissible and validly agreed between the parties [Placeholder: competent court at the registered office in Kaufdorf/Canton of Bern - to be confirmed]. The mandatory and partially mandatory statutory places of jurisdiction remain reserved, in particular in favour of consumers pursuant to Art. 35 ZPO; these may provide for a deviating place of jurisdiction which the consumer cannot waive in advance. The foregoing jurisdiction clause therefore does not constitute a conclusive choice of jurisdiction vis-à-vis consumers.

18. Severability Clause

18.1 Should individual provisions of these GTC be or become wholly or partially ineffective, invalid or unenforceable, the effectiveness of the remaining provisions shall not be affected thereby.

18.2 The parties shall replace the ineffective provision with an effective regulation that comes as close as possible to the economic purpose of the ineffective provision. The same applies to any gaps in the contract.

19. Status and Final Provisions

19.1 Notices within the scope of this contractual relationship are generally made in written or text form to the most recently disclosed contact details.

19.2 The assignment of rights and obligations under the contractual relationship by the client requires SFZ's prior written consent.

19.3 These GTC are in the German language; in the case of translations, the German version shall prevail in case of doubt.

19.4 Status of these GTC: [Placeholder: insert date]. The current, published version shall apply in each case.