Terms and Conditions
Preamble
These General Terms and Conditions govern the relationship between SGCS and the Client. They form an integral part of the contract entered into between the Client and Swiss Global Corporate Services Sàrl (hereinafter “SGCS”). The contract may take the form of a written document or an electronic form provided by SGCS. By entering into a contract with SGCS, the Client agrees to these General Terms and Conditions.
Any general terms and conditions that differ from, contradict, or supplement these Terms and Conditions shall be deemed null and void unless otherwise agreed in writing by both SGCS and the Client.
In the event of a conflict between these General Terms and Conditions and the contract, the provisions of the contract shall prevail.
SGCS reserves the right to amend these Terms and Conditions at any time with immediate effect. As this is a bilateral agreement, the Client will be informed of such changes either via our website or by written notice. The Client will have fifteen (15) days to object to such changes. If no objection is made within this period, the modifications will be considered accepted by the Client.
Part I – GENERAL PROVISIONS
I. Purpose of the Contract
Under the contract entered into between SGCS and the Client, SGCS agrees to provide services such as the incorporation of offshore companies (“Company”) and related services. All services provided by SGCS qualify as mandate contracts within the meaning of Articles 394 ff. of the Swiss Code of Obligations. Services are further detailed in these Terms and Conditions and on the SGCS website: www.sgcsmanagement.com.
II. Refusal of Service
The contract is entered into based on the personal identity of the Client (intuitu personae). Based on this principle, SGCS may refuse to enter into a contractual relationship with a Client without providing justification.
Clients with U.S. nationality may only use SGCS services if they comply with all U.S. tax obligations.
Due to FATCA regulations, SGCS warns that banks may refuse to open accounts for U.S. citizens.
III. Legality Obligation
SGCS does not provide legal or tax advice. By signing the contract, the Client agrees not to request legal or tax advice from SGCS. Violation of this clause may result in immediate unilateral termination of the contract, with no entitlement to refunds.
The Client may not use SGCS services for illegal, immoral, or unethical activities or those that could damage SGCS’s reputation. Any breach may lead to unilateral termination, and service fees will remain due.
Though SGCS is not subject to banking due diligence laws, it is bound by Swiss anti-money laundering regulations. To fulfill legal obligations, SGCS must verify the Client’s identity. The Client agrees to provide all required documentation and confirm the lawful origin of funds.
The Client must notify SGCS of any changes to the submitted information without delay.
IV. Payment of Services
Service prices depend on the nature of the services ordered. Details are provided on the SGCS website and on the order form. Unless otherwise agreed, the Client must pay the full amount before services are rendered. Partial payments or deductions are not permitted.
In addition, the Client agrees to cover any related costs, such as participation in shareholder or director meetings or extraordinary general meetings.
Prices are generally listed in Euros (EUR), but another currency may be agreed upon.
V. Confidentiality
Both parties agree to adhere to a separate confidentiality agreement, which forms part of this contract.
Part II – SPECIFIC SERVICE PROVISIONS
I. Company Formation and Related Services
SGCS agrees to provide services related to the incorporation of offshore and onshore companies and related services such as virtual offices and bank account assistance.
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Offshore company: A company incorporated in a foreign country where it does not conduct commercial activity or have resident directors.
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Onshore company: A company operating in the country of incorporation, contributing to the local economy, and subject to local taxation.
Upon signing, the Client authorizes SGCS to incorporate the company and selects the jurisdiction via www.sgcsmanagement.com. Related services (e.g., nominee directors, shareholders, merchant accounts, stamps, notarial certification, apostille) require a separate agreement, except for certain basic services.
SGCS will retain corporate documents until the Client signs the related mandate agreement.
2. Service Duration
Company formation contracts are valid for one year and automatically renew annually. Related services also renew unless canceled per Part III.
3. Pricing Policy
3.1 Incorporation Fees
One-time fees vary by jurisdiction and services ordered. They cover documents such as the certificate of incorporation, statutes, meeting minutes, share certificates, registered address, and resident agent. Related services are not included and must be paid separately.
3.2 Annual Fees
Annual fees are payable to maintain the company and comply with jurisdictional requirements. SGCS may revise these fees with one month’s notice. Annual fees are non-refundable.
3.3 One-Time Fees
The Client will reimburse all incidental costs, including government taxes, nominee service fees, and any justified expenses.
4. Company Transfer
Clients may transfer their company to another provider for a flat fee of €750, provided all outstanding payments are settled.
II. Bank Account Assistance
1. Scope of Service
SGCS only assists in initiating the banking relationship by recommending banks and facilitating the process. SGCS has no control over the bank’s decision, and the bank may refuse the client.
Risk of Refusal
Banks must comply with KYC regulations and may decline clients with criminal history, links to terrorism, from sanctioned countries, etc.
U.S. persons (citizens, dual nationals, green card holders, U.S. residents >180 days/year) are subject to FATCA. While SGCS is not subject to FATCA, Swiss banks are and may reject such clients.
Additional banking services (cards, checks, online access) are not guaranteed.
2. Establishing the Bank Relationship
Once a relationship is established, SGCS’s mandate ends unless a power of attorney is granted. SGCS is not an employee or representative of the bank.
2.1 Pricing Policy
Clients pay a fixed fee for bank account services. Prices are listed on the SGCS website and may change without notice. Payment is required in advance by valid Visa/MasterCard or bank transfer. Credit card details authorize SGCS to charge for the agreed services and courier fees if applicable.
Part III – ADDITIONAL PROVISIONS
I. Liability
SGCS disclaims liability for illegal or immoral use of its services. If compelled by law, SGCS may break confidentiality and disclose client information. Resulting damages are the Client’s responsibility.
Delays or errors caused by the Client or poor-quality information will also be the Client’s responsibility. SGCS is only liable for gross negligence or willful misconduct.
SGCS is not liable if related services (e.g., bank accounts) cannot be provided. SGCS’s responsibility is limited to selection, instruction, and supervision of service providers.
SGCS is not liable for communication failures, delays, or unauthorized information disclosure unless due to gross negligence.
SGCS is not responsible for any banking decisions, as it acts independently of the banks.
Force majeure events are not the liability of SGCS.
II. Duration and Termination
Unless otherwise agreed, contracts last one year and renew automatically. Either party may cancel with two months’ written notice. Termination does not affect previously accrued obligations.
1. Termination of Company Formation Services
Contracts renew annually. Clients may request termination or liquidation if all payments are settled. Full refunds (excluding fees) are possible only if:
a) SGCS fails to incorporate the company
b) All documents were properly submitted
c) The request is made within 3 months of payment
2. Termination and Refund for Bank Services
Full refund (excluding fees) is possible only if:
a) The bank refuses the relationship
b) All required documents were submitted
c) The request is made within 3 months of submission
No other refunds will be granted.
IV. Governing Law and Jurisdiction
All relationships between SGCS and the Client are governed by Swiss law. The exclusive place of jurisdiction is Geneva, Switzerland. However, SGCS reserves the right to initiate proceedings at the Client’s place of residence or any other competent authority.