Terms of engagement

Prometeo Accounting & Consulting GmbH · 13.10.2026 · v3

Enquiries and indicative prices are non-binding. An engagement and responsibility for deadlines require express confirmation. These terms are agreed when the engagement is concluded.

1. Parties and incorporation

Version 13 October 2026, edition 3. These terms apply to engagements expressly incorporating this version between Prometeo Accounting & Consulting GmbH, Im Zöpfli 1, 6004 Luzern, Switzerland, CHE-289.994.315, and its clients. Contact: info@prometeo-treuhand.ch, +41 41 511 25 86. Individual agreements prevail. Using the website, calculator or enquiry form does not create an engagement. These terms are provided for reading and saving before agreement. Amendments are neither retroactive nor accepted merely by silence.

2. Scope

The advisory offering includes domestic and international business consulting; advice on forming Swiss GmbH and AG companies; holding and group structuring for Swiss and foreign entrepreneurs; lawful tax optimisation and planning; business management advice; restructurings and changes of legal form; bookkeeping, annual accounts and tax returns; and coordination with notaries, lawyers and other external specialists. Section 2a governs the regulatory boundary. The engagement confirmation sets services, period, responsibilities, fees and accepted deadlines. Only expressly agreed services are included. Legal representation and foreign tax advice require separate agreement and legal eligibility. Powers of attorney are separate. Duties of care, loyalty and information remain; no particular tax decision, saving or commercial outcome is guaranteed.

2a. Corporate advisory and regulatory scope (AMLA/SRO)

Prometeo Accounting & Consulting GmbH provides advice on business formation and structuring, holding and group organisation, and tax and business optimisation («International Corporate Structuring & Swiss Holding Advisory»). These fields are not excluded merely because of a possible AMLA connection or a foreign client.

Whether a specific part of an engagement is regulated depends on the activity actually planned and performed, particularly under Articles 2(3), 2(3bis), 2(3ter), 2a(6) and 14 AMLA (SR 955.0) and Article 12d AMLO (SR 955.01), as at 1 October 2026. Financial intermediation requires separate assessment. Article 2(3bis) covers professional participation for third parties in financial transactions, including raising funds, connected with the specified legal acts. These include formation of non-operating Swiss entities or entities abroad; management and administration, contributions and distributions of non-operating entities; and purchases or sales of entities by a non-operating entity. Article 12d AMLO covers advice causally contributing to the relevant legal act; lack of control over client funds alone does not exclude adviser regulation. Professionally providing addresses or premises as a domicile or registered office for more than six months also requires assessment under Article 2(3ter). Statutory exceptions and professional-activity requirements are assessed case by case.

Under Article 2a(6), non-operating entities are those not established or maintained to conduct or support the operating activities of a business or group. A holding company with an actual function supporting an operating group is therefore not non-operating merely because it is a holding company. The separate test for domiciliary companies under Article 6(2)–(3) AMLO must also be considered for financial intermediation. A «holding» label, Swiss registered office or the parties’ nationality creates no blanket exemption; for formation of foreign entities Article 2(3bis)(b) is not limited to non-operating entities. A Swiss-resident managing director, commercial registration handled by others or external specialists’ involvement does not automatically exempt Prometeo’s own advisory contribution.

Services requiring AMLA coverage, SRO membership or another regulatory authorisation are offered and performed only when all legal requirements applicable to Prometeo are met. These terms do not represent that any authorisation or membership is held. Before starting regulatorily relevant work, its permissibility and scope are established. Prometeo may refuse affected engagements or parts, suspend them pending clarification, agree a lawful limitation or refer them to appropriately qualified or authorised external specialists. External appointment replaces neither Prometeo’s own duties nor assessment of its own contribution; clearly separable lawful services may continue.

Clients provide accurate information needed about purpose, activities, structure, parties and transactions, and disclose relevant changes. There is no entitlement to unlawful performance. Existing statutory duties, particularly investigation, due diligence, reporting and retention, non-disclosure obligations and restrictions on termination remain. This clause creates no exemption from statutory regulation; Article 404 CO and other mandatory law remain reserved.

2b. External auditors only

Prometeo does not itself conduct ordinary, limited or other statutory audits and issues no audit opinions. Required or requested audits are carried out by an independent external auditor holding the necessary approval, particularly under Articles 727–729 and 730 CO and Article 3 AOA (SR 221.302). The client’s competent corporate body makes any legally required appointment. Prometeo coordinates appointment only with express authority and prior client approval of auditor, scope and costs, normally in the client’s name and at its expense. All agreed audit fees, expenses and applicable taxes are borne by the client and excluded from accounting fees. Any coordination fee requires separate agreement. The external auditor owns the examination and opinion; Prometeo remains responsible for its own selection, coordination or other breaches.

3. Cooperation and deadlines

Clients provide complete, accurate and organised records promptly, disclose known deadlines and changes, and check information submitted for approval. Prometeo may generally rely on these records but must clarify apparent inconsistencies. Receiving a message does not assume responsibility for deadlines without express confirmation. Following acceptance, Prometeo warns of apparent obstacles and deadline risks. Delays and additional work caused by missing cooperation are explained and additional fees agreed in advance. This does not excuse Prometeo’s own breaches.

4. Fees

The agreed quotation or hourly rate and estimate govern. Website figures are indicative per tax year; final price and scope are confirmed before work begins. Consumer prices are in CHF including any applicable VAT and mandatory charges. Business quotations expressly state VAT treatment. Additional services and substantial estimate overruns require prior consent. Expenses and third-party costs require agreement or a proven legal entitlement. Monthly or quarterly billing is agreed in the engagement; the form selection is a preference only.

5. Payment

Unless otherwise agreed, invoices are payable within 14 days of receipt. Reasonable advance payments may be agreed. Default and interest follow applicable law; under Swiss law generally 5 percent annually after default begins. No flat penalties or collection fees: further loss is claimed only where legally recoverable, proven and not counted twice. For substantial arrears, work may be suspended only after a reminder, reasonable additional deadline and notice of consequences, subject to duties of care and mandatory law; threatened deadlines are communicated.

6. Confidentiality and data

Non-public client information remains confidential after termination. Disclosure is limited to lawful performance, authorisation or legal duties. Staff and providers are appropriately selected and bound. Privacy roles, processing agreements and permissible overseas transfers follow actual processing arrangements. The privacy notice provides further information; these terms are not blanket consent to arbitrary disclosures. Lawyer-client professional privilege is not promised.

6a. Swiss data protection

Within their scope, the Swiss FADP (SR 235.1) and DPO (SR 235.11) apply: principles (Article 6 FADP), privacy by design/default (7), security (8), processors (9), overseas disclosure (16–17), information (19), impact assessment where required (22), breach notification (24), access (25), data delivery/transfer (28) and civil remedies (32). Data is limited to what is needed for enquiries, engagements, billing, legal duties and security. Access is restricted; data is secured for its purpose and deleted once lawful retention grounds end. Article 958f CO governs covered accounting records, not every enquiry. The privacy notice describes actual processing, recipients and retention. Exercise rights at info@prometeo-treuhand.ch; any necessary identity verification remains proportionate.

6b. EU/EEA and international transfers

GDPR (Regulation (EU) 2016/679) applies where its material and territorial scope is met, particularly Article 3. Relevant provisions include Articles 5–6 (principles/bases), where relevant 9 (special categories), 12–22 (information/rights), 25 (design), 28 (processors), 32–35 (security, breaches and impact assessments), and 44–49 (overseas transfers). Necessary consent is obtained separately and is withdrawable; these terms are not marketing consent. Representatives and data protection officers are appointed under Articles 27 and 37 where required. Transfers require a relevant adequacy decision or appropriate safeguards, necessary assessments and supplementary protection; derogations are not a blanket ongoing solution. Complaints, judicial remedies and compensation under Articles 77, 79 and 82 remain. A specific processing agreement is concluded before processing on instructions; roles follow actual activity.

6c. United States and other jurisdictions

US laws apply within their individual scope; there is no single general US regime identical to GDPR. Where applicable, California CCPA/CPRA, Civil Code §§ 1798.100, 1798.105–1798.125, 1798.130, 1798.135, 1798.140 and 1798.145 cover transparency, deletion, correction, access, sale/sharing opt-outs, sensitive-data limits and non-discrimination subject to statutory conditions. Mandatory rights under §§ 1798.150 and 1798.192 remain. Applicable security and breach duties, including §§ 1798.81.5 and 1798.82, and other state laws remain. Where US financial privacy jurisdiction applies, GLBA, 15 U.S.C. §§ 6801–6809, and 16 CFR Parts 313/314 must also be assessed and met; Swiss classification does not replace that assessment. Prometeo does not sell engagement data or use it for cross-context behavioural advertising. Required country notices, processing agreements and safeguards are established before specific foreign engagements; these terms claim no worldwide certification.

7. Communications

Ordinary contact channels are for initial discussions. Confidential records must use an agreed suitable channel. WhatsApp is optional, external and not a deadline, archive or document portal. Payment changes and unusual instructions must be verified using a known second channel. Prometeo implements appropriate safeguards without guaranteeing absolute availability or security. Statutory notification, protection and care duties remain.

8. Deliverables

Clients receive the usage rights needed for the agreed purpose. Existing methods, templates and know-how remain with Prometeo; statutory rights to client records and data remain unaffected. Disclosure to authorities and the client’s advisers within the engagement is permitted. Third parties may not rely on client-specific advice without separate agreement. Apparent errors should be reported promptly for correction; silence is neither acceptance nor waiver of legal claims.

9. Liability

Statutory liability applies. Only for business clients, liability for pure financial loss caused by slight negligence is capped per engagement and event at twice the agreed fee for the affected service, with a minimum cap of CHF 10,000. Only for business clients and slight negligence, lost profit and indirect consequential loss are excluded. These restrictions do not apply to intent, gross negligence, personal injury, mandatory liability or consumers. Non-excludable liability for assistants remains. Proven contributory fault is considered only as permitted by law. Statutory limitation and claim periods are not shortened. Articles 100 and 101 CO and mandatory data protection liability remain. Only for business clients and where lawful, punitive/exemplary damages and multiple recovery beyond actual loss are excluded; mandatory statutory compensation is unaffected. Clients are responsible for unlawful data or instructions only under applicable law, including proven fault and causation where required; Prometeo’s own privacy breaches or regulatory penalties are not automatically shifted to clients.

10. Termination and records

Where Swiss mandate law applies, either party may terminate at any time under Article 404 CO. Properly performed work and justified expenses remain payable; compensation for termination at an inopportune time is subject solely to statutory requirements. No automatic termination penalty or payment for all future work. Prometeo facilitates orderly handover, communicates known outstanding deadlines and returns records that must be returned. Required copies are retained only as long as necessary; other data follows the deletion policy. Clients remain responsible for their own statutory recordkeeping.

11. International engagements

The courts with subject-matter jurisdiction in the City of Lucerne, Switzerland, have exclusive jurisdiction over disputes arising from or connected with the engagement, where such agreement is lawful (Article 17 Swiss CPC; where relevant Article 5 PILA and Article 23 Lugano Convention). Swiss substantive law applies where permitted (Article 116 PILA). Mandatory consumer venues and protections remain, particularly Articles 32 and 35 CPC, 114 and 120 PILA, 15–17 Lugano Convention and, where applicable, Article 6 Rome I Regulation (EC) 593/2008. Corresponding mandatory US jurisdiction and consumer protections are not waived. Privacy regulators’ jurisdiction and mandatory remedies remain. EU consumer information and withdrawal follow, in particular, Articles 6 and 9–16 Directive 2011/83/EU and applicable implementing law; required instructions and a model form are provided separately before conclusion. These terms are not a blanket waiver.

12. Final provisions

The language version agreed and supplied on conclusion governs. Invalid clauses are replaced by applicable law without reducing mandatory client protections; the remainder survives only where lawful. Questions and complaints: info@prometeo-treuhand.ch.