1. The provision of accounting is regulated by the Swiss Money Laundering Act 1997, and as such our staff is required to report all knowledge or suspicion, or reasonable grounds to know or suspect, that a criminal offence giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether that offence has been committed by their client or by a third party. If as part of our normal accounting/audit work we have knowledge or suspicion, or have reasonable grounds to know or suspect, that such offences have been committed we are required to make a report to the The Money Laundering Report Office Switzerland (MROS). In such circumstances it is not our practice to discuss such reports with you because of the restrictions imposed by the tipping off provisions of the anti-money laundering legislation.
2. As with other professional services firms, we are under stringent requirements to identify our clients for the purposes of the anti-money laundering legislation. We will request from you, and retain, some information and documentation for these purposes, and/or make searches in appropriate databases. If satisfactory evidence of your identity is not provided within a reasonable time, there may be circumstances in which we will not be able to proceed with the audit appointment.
Working for other clients
3. We will not be prevented or restricted by virtue of our relationship with you, including anything in this engagement letter, from providing services to other clients. Our standard internal procedures are designed to ensure that confidential information communicated to us during the course of this assignment will be maintained confidentially.
4. Bilanz Partners AG alone will be responsible for the performance of the engagement contract formed by this letter. You therefore agree that you will not bring any claim in respect of or in connection with this engagement whether in contract, tort (including negligence), breach of statutory duty or otherwise against any member, director , employee or associate of Bilanz Partners AG.
Brand name protection
5. If the Company intends to publish or otherwise reproduce in any document our report on the company’s financial statements, or otherwise make reference to Swiss in a document thereby associating Bilanz Partners AG with such document, the Company agrees that its Board of Directors will provide us with a draft of the document to read, and will obtain our approval for the inclusion or incorporation of our report by way of reference, or the reference to Bilanz Partners AG, in such document before the document is published, printed and distributed. The inclusion or incorporation by reference of our report in any such document would constitute the re-issuance of our report.
6. Our engagement to perform the services described above does not constitute our agreement to be associated with any such documents published or reproduced by or on behalf of the Company. Any request by the Company to reissue our report or to consent to its inclusion or incorporation by reference in an offering or other document will be considered based on the facts and circumstances existing at the time of such request. Our audit fees do not include any services that would need to be performed in connection with any such request; fees for such services (and their scope) would be subject to our mutual agreement at such time and would be described in a separate engagement letter.
Conflicts of interest
7. We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.
If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by our Code of Ethics which can be viewed on the internet at the address above.
If we begin performing services for you and subsequently identify circumstances which may prejudice our independence in relation to that or other work we perform for you or any affiliate, we may need to cease work on the engagement. Where this occurs, we will seek to resolve the situation as quickly as possible and will seek a solution that allows us to continue with the engagement. In the event that we consider the situation cannot be resolved, we may have to terminate the services and we shall be entitled to do so on notice taking effect immediately on delivery, but we shall consult you before we take that step.
8. During the engagement, we shall from time to time communicate electronically with each other. However, the electronic transmission of information cannot be guaranteed to be secure or virus or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.
9. The Directors, staff and associates of Bilanz Partners also need to access electronic information and resources during the engagement. You agree that there are benefits to each of us in their being able to access Bilanz Partners AG network via your internet connection and that they may do this by connecting their laptop computers to your network. We each understand that there are risks to each of us associated with such access, including in relation to security and the transmission of viruses.
10. We each recognize that systems and procedures cannot be a guarantee that transmissions, our respective networks and the devices connected to these networks will be unaffected by risks such as those identified in the previous two paragraphs. We confirm that we each accept the risks of and authorize (a) electronic communications between us, and (b) the use of your network and internet connection as set out above. We each agree to use commercially reasonable procedures (i) to check for the most commonly known viruses before sending information electronically or we connect to your network, and (ii) to prevent unauthorized access to each other’s systems. We shall each be responsible for protecting our own systems and interests in relation to electronic communications and you and Bilanz Partners AG (in each case including our respective members, directors, employees, associates, agents or servants) shall have no liability to each other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us and our reliance on such information or use of your network and internet connection. It is the responsibility of the recipient to carry out a virus check on any attachments received.
11. The exclusion of liability in the previous paragraph shall not apply to the extent that any liability arises out of acts, omissions or misrepresentations which are in any case criminal, dishonest or fraudulent on the part of our respective members, directors, employees, agents or servants and generally to the extent that such liability cannot by law be excluded.
12. If the communication relates to a matter of significance on which you wish to rely and you are concerned about the possible effects of electronic transmission you should request a hard copy of such transmission from us. If you wish us to password protect all or certain documents transmitted you should discuss this with us and we will try to make appropriate arrangements.
Retention of and access to records
13. During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following completion of accounting/audit. Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.
14. Our accounting/audit fees will be based on the time that is required for the completion of the work by the individuals assigned on the engagement and will primarily depend on the amount of the financial documents and accounting transactions to be processed in the course of accounting task. The fees will be billed before the start of the accounting work and will be due on presentation of invoice.
15. Any additional accounting information, which has emerged during the process of preparing the ledger, drawing up the financial statement or conducting the audit, regardless of the fact, whether it has been provided by them client himself or requested by the accountant, such as but not limited to bank account statements, contracts, invoices, extracts from public or private records showing ownership of immovable or movable property, will result in additional corresponding fees. Additional accounting/audit fees form integral part of accounting/audit fees and will be invoiced separately upon the completion of accounting/audit based on the time that is required for the completion of the work.
16. Our accounting/ audit fees referred to in the preceding paragraph do not include the value of any additional time dealing with errors in your accounting records, deficiencies in your internal controls systems or with any other major issues that may come up during our work, and which, had we been aware of their existence, would have necessitated the quotation of a higher accounting/audit fee. In such circumstances any additional accounting/audit fees will be agreed with you.
17. If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees.
18. Our bills will normally be made out to and settled by the Company, however the Company and each of the owners (beneficial shareholders) are jointly and severally responsible for all unpaid fees and any claim regarding the unsettled fees will be made against the Company and the beneficial owners.
19. All data relating specifically to your business which is received from you for the purpose of providing or receiving the services which are the subject matter of this engagement letter, is regarded as Confidential Information (“Confidential Information”). We will use Confidential Information only in relation to the provision of the said services and will not disclose such Confidential Information to any third party without your prior written consent, save as provided in paragraphs below.
20. We will not be obligated to treat as confidential any information disclosed by you which: (i) is rightfully known to us prior to its disclosure by you; (ii) is released by you to any other person or entity without restriction; (iii) is independently developed by us without any use of or reliance on Confidential Information; (iv) is in or enters the public domain without breach of this confidentiality obligation; or (v) may be lawfully obtained by us from any third party.
21. We may give and/or disclose Confidential Information to other firms or relevant contractors, subcontractors and agents involved in the provision of services as long as they are bound by confidentiality obligations, and to your advisers who are involved in this matter.
22. We may disclose Confidential Information where required by law or regulation or where ordered by court or where requested by a professional body of which we are a member.
23. Confidential Information may be transferred for various business purposes including relationship management, account management, internal financial reporting, provision of IT services (including among others storage, hosting, maintenance, support) and outsourcing services to service providers we use.
24. To the extent that the working relationship between the parties also involves the client disclosing Information held by its affiliates or involves disclosures by such affiliates of information directly to us you authorize the information sharing and disclosures as provided in paragraphs above and confirm that you have authority to act as agent for your affiliates.
25. You agree that we may provide services to your competitors or other parties whose interests may conflict with yours, as long as we do not disclose your confidential information and we comply with our ethical obligations.
26. You agree that we may collect, store, disclose and transfer internationally personal data, including sensitive personal data, relating to you and/or your employees, contractors, clients and other individuals, for the same purposes as described in relation to disclosures of Confidential Information in paragraphs above and for the purpose of providing you with information about us and our range of services.
27. When you provide personal data to us about your employees, contractors, clients and other individuals, you confirm that you only do so provided that you have authority to act as their agent and that you have obtained any required consents. You will ensure that processing of personal data by us and our subcontractors and/or agents will not place us or any such subcontractor or agent in breach of applicable legislation in relation to the protection of personal data.
28. To the extent permitted by applicable law and rules, you agree that we may monitor electronic communications for the purposes of ensuring compliance with our legal and regulatory obligations and internal policies.
Termination of services
29. Services can be terminated immediately during the engagement if in the course of Compliance procedure under Article 1 we discover the facts or issues related to your business, which might make us liable or endanger our reputation. If such event occurs, no refund of fees will be provided.
Applicable law and resolving disputes
30. The engagement letter and terms of business shall be governed by, and construed in accordance with, Swiss law. The Courts of Switzerland shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter (including the firm’s terms of business) and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
31. The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
32. Should any dispute arise in connection with this engagement each party will work together in good faith with a view to resolving the dispute. Where each party agrees, the parties will seek to resolve the dispute through mediation. Each party agrees that if the dispute is not resolved through negotiation or mediation, the parties irrevocably agree to submit to the exclusive jurisdiction of the Swiss Courts.