General Terms and Conditions

These General Terms and Conditions ("GTC") apply to the entire business area of STARTUPS.CH AG, Neuwiesenstrasse 15, 8400 Winterthur, Switzerland (hereinafter referred to as the "Company").

The Company owns and operates the platform www.startups.ch and provides paid and free services thereon, in particular in connection with the incorporation and amendment of companies, the submission of notifications and applications to authorities and registers, the preparation of contracts and the organisation of courses.

These GTC apply to the above-mentioned areas as well as to the other services that the company provides directly and indirectly to the customer.

The contract is concluded when the customer accepts the company's offer to purchase services, products or licenses.

The contract is also concluded when the customer makes use of the services offered by the company or purchases or uses the company's products (license).

Information, statements, preliminary clarifications or recommendations generated automatically or by AI do not constitute a binding offer, assurance or individual professional advice without explicit confirmation by the company.

Unless otherwise quoted, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT).The prices are exclusive of any other applicable taxes.The company reserves the right to change prices at any time. The prices valid on the website www.startups.ch at the time of conclusion of the contract or in accordance with the Company's separate price list shall apply. The prices valid at the time the contract is concluded shall apply to the customer.

The customer is obliged to pay the invoiced amount within 30 days of the invoice date. Unless he has already paid the amount during the ordering process by credit card, Paypal or other payment systems.An address and creditworthiness check is carried out to determine whether delivery can be made against invoice. The personal information relevant for order and payment processing may be transmitted to the Swiss Creditreform Gen association and also to partner companies. The Creditreform data protection declaration (DSE) applies to this.The company reserves the right to demand advance payment at any time without giving reasons.If the invoice is not settled within the aforementioned payment period, the customer will be warned. If the customer does not settle the invoice within the set reminder period, he shall automatically be in default. From the time of default, the customer shall owe default interest in the amount of 5%.The invoiced amount may not be offset against any claims the customer may have against the company.The Company shall be entitled to refuse to provide the service, deliver the product or grant the license in the event of late payment.

5.1. Provision of services

Unless otherwise agreed, the Company shall fulfill its obligation by providing the agreed service. The service includes the services that are or were published online at the time the contract was concluded.

The majority of the company's services are provided online. For all other services, the registered office of the company shall be the place of performance, unless otherwise agreed.

5.2. Auxiliary persons

The parties have the express right to call in auxiliary persons to fulfill their contractual obligations. They must ensure that the auxiliary person is engaged in compliance with all mandatory statutory provisions and any collective labor agreements.

5.3 Use of automated and AI-supported systems

The company is entitled to use automated and AI-supported systems for the initiation, provision, execution and documentation of its services, in particular voice bots, chatbots and digital advisory assistants.
The customer acknowledges that interactions with the company may take place in whole or in part in an automated manner. Where legally required or factually appropriate, the company informs the customer thereof in an appropriate manner before or at the beginning of the respective interaction.
The company is entitled to forward inquiries, inputs and conversations to employees, auxiliary persons or involved service partners for processing.
Content generated automatically or by AI may, despite careful configuration, be incomplete, incorrect or not tailored to the specific individual case. Unless individually reviewed advice is expressly owed, such content does not replace individual legal, tax, fiduciary or other professional advice.

5.4 Recordings, transcripts and logs of communication processes

The company is entitled, to the extent permitted by law and after prior information, to record, transcribe, log and evaluate communication processes with the customer via telephone, chat, email, web forms, video communication or comparable channels, in whole or in part.
This is done in particular for contract performance, documentation, quality assurance, training, error analysis, prevention of misuse and security incidents, preservation of evidence as well as improvement of services and internal processes.
Recordings, transcripts and logs may be viewed, evaluated or subsequently listened to by authorised employees of the company as well as by engaged processors within the scope of their duties.
The use of such data for further purposes shall take place exclusively in accordance with the privacy policy and the applicable legal provisions.

5.5 – Transparency Register

5.5.1. Scope of services

If the Customer has expressly booked a service package or an additional service that includes notification to the Swiss Transparency Register, the Company will undertake the initial notification of the beneficial owner or owners of the newly incorporated company to the Transparency Register.

Without a corresponding booking, notification to the Transparency Register does not form part of the Company's services.

5.5.2. Basis of the notification and information provided by the Customer

The Company submits the notification on the basis of the information and documents provided to it by the Customer in connection with the incorporation of the company or subsequently for the purpose of notification to the Transparency Register. In particular, the Company is entitled to rely on the shareholder and/or ownership structure disclosed during the incorporation of the company.

The Customer is obliged to provide the Company, fully, correctly and in a timely manner, with all facts relevant to the identification of the beneficial owners.

If the actual ownership or control arrangements differ from the shareholder and/or ownership structure disclosed during the incorporation of the company, or if the beneficial owners cannot be fully determined from this structure, the Customer must expressly notify the Company thereof by email.

This applies in particular to indirect shareholdings, fiduciary holdings, nominee arrangements, voting agreements, joint control or other contractual or factual arrangements by virtue of which a person directly or indirectly exercises control over the company.

If no corresponding notification is made, the Company is entitled to assume that the ownership and control arrangements disclosed during the incorporation of the company are complete and correct and that no other circumstances relevant to the determination of the beneficial owners exist.

An independent investigation or review of undisclosed ownership and control arrangements does not form part of the service unless such investigation or review has been expressly agreed or the Company is required to carry out further investigations under mandatory statutory provisions.

5.5.3. Processing via EasyGov and cooperation by the Customer

For the purpose of submitting the notification, an employee of the Company may apply via EasyGov for the authorisations required for the newly incorporated company.

Where required for this purpose, EasyGov sends a power of attorney letter to the registered office address of the company entered in the Commercial Register. The Customer is obliged to ensure that the power of attorney is signed without delay in accordance with the registered signing authority and returned to EasyGov.

The Company is only obliged and able to submit the notification once all required information, documents and authorisations have been made fully available to it.

The Company's obligation to submit the notification to the Transparency Register is conditional upon the required EasyGov link or authorisation for the Company being fully established no later than 60 days after the Company applies for the link.

Irrespective of this period, the Customer or the company is obliged to carry out all required acts of cooperation without delay and sufficiently early to ensure compliance with the statutory reporting deadlines. The aforementioned period of 60 days constitutes solely a contractual limitation of the Company's obligation to perform and does not result in any extension of statutory reporting deadlines.

If the required link or authorisation is not established within this period, after expiry of the 60 days the Company is no longer obliged to submit the notification to the Transparency Register, provided that the Company is not responsible for the deadline being exceeded. This applies in particular if the Customer or the company fails to carry out required acts of cooperation or carries them out late, in particular if the power of attorney sent by EasyGov is not signed and returned or is signed and returned late, or if the required access rights are not granted in due time.

If the link or authorisation is only established after expiry of the 60-day period, this does not create a renewed obligation on the part of the Company to submit the notification. A subsequent notification by the Company requires a new express agreement.

5.5.4. Responsibility for the reporting obligation

The Customer acknowledges that instructing the Company to submit the notification to the Transparency Register does not release the company or the members of its governing bodies responsible under the applicable statutory provisions from their legal obligations.

Responsibility for identifying and verifying the beneficial owners, complying with statutory reporting deadlines and ensuring the accuracy and currency of the information to be reported remains with the company or the persons legally responsible. Instructing the Company merely constitutes a delegation of the performance of the notification.

5.5.5. Performance and liability

Provided that the requirements pursuant to Section 5.5.3 are met and, in particular, that the required link or authorisation on EasyGov has been established in due time, the Company will submit the notification with customary business care once all required information, documents and authorisations are available.

The Company is not liable for an incorrect, incomplete, delayed or omitted notification insofar as this is due to incorrect, incomplete or late information provided by the Customer or the company, undisclosed ownership or control arrangements, or a failure or delay in cooperation by the Customer or the company.

This applies in particular if the power of attorney required for EasyGov is not signed and returned or is signed and returned late, or if the required access rights are not granted to the Company in due time. If such circumstances result in the 60-day period provided for in Section 5.5.3 being exceeded, the Company's obligation to submit the notification ceases in accordance with Section 5.5.3.

The Company is furthermore not liable for delays or malfunctions of EasyGov, the Transparency Register or other official systems, nor for processing times, acts or omissions of the competent authorities or other third parties insofar as these are beyond the Company's control.

In particular, the Company assumes no liability for the substantive correctness of the identification of the beneficial owners insofar as it has submitted the notification on the basis of the complete and correct information provided to it by the Customer or the company. The Company is not obliged to independently investigate undisclosed ownership or control arrangements or independently verify information provided by the Customer unless such verification has been expressly agreed or is required by mandatory statutory provisions.

In all other respects, the general liability provisions pursuant to Section 12 of these GTC apply. Mandatory statutory liability provisions remain reserved.

5.5.6. Completion of the service and subsequent changes

After the initial notification to the Transparency Register has been submitted and the work required for this purpose has been completed, the Company will remove the connection or authorisation established for this service between the relevant employee and the company on EasyGov.

Upon completion of the initial notification and the work required for this purpose, the booked service has been fully performed.

Ongoing monitoring of ownership or control arrangements and subsequent amendment, correction or update notifications to the Transparency Register do not form part of the service unless they have been expressly agreed or booked separately. The company itself is responsible for compliance with the corresponding statutory obligations after completion of the service.

5.5.7. Processing of personal data

The Customer acknowledges that submission of the notification requires the processing and disclosure of personal data relating to the beneficial owners and, where applicable, other persons to EasyGov, the authority responsible for maintaining the register and other competent bodies.

The Customer undertakes to provide the Company with the personal data required for this purpose completely and lawfully. In all other respects, the processing of personal data is governed by Section 14 of these GTC and the Company's Privacy Policy.

6.1. Use

The Company grants the Customer the right to use the documents in the corresponding contract boxes. These rights of use are non-exclusive, non-transferable and limited to use by the Customer. The individual documents serve as templates and may only be used by the Customer as templates and for its own purposes. Any disclosure to third parties or other use, commercial or otherwise, is prohibited.

6.2. Formatting

If the documents are created in a format that restricts the customer's rights of use, this is the intention of the company and reformatting is not permitted.

6.3. Time limit

The content is available to the customer for the agreed duration. After expiry of this period, the customer is no longer entitled to the content of the contract boxes.

7.1. Exercise of the rights of use

The customer is obliged to exercise the rights of use only to the extent granted. The customer is fully responsible for the secure storage of his access data and passwords. The customer is responsible for the content of the data and information collected.

7.2. Duty to cooperate

The customer is obliged to take all precautions necessary for the provision of the service by the company without delay.

The customer must make the arrangements at the agreed place, at the agreed time and to the agreed extent. Depending on the circumstances, this includes providing suitable information and making documents available to the Company.

Furthermore, the customer is obliged to cooperate fully and promptly. He must provide the Company with all documents required in connection with the provision of services in full and with the correct content.

The Company may assume that the information and documents supplied are correct and complete and comply with the statutory duties to cooperate and provide information.

The Company shall only be responsible for checking the accuracy and correctness of the Client's information, documents and figures if this has been agreed in writing in advance.

Special duties of cooperation, information and disclosure applicable to individual services remain reserved.

7.3. Further obligations

The customer is fully responsible for the secure storage of his access data and passwords. The customer is responsible for the content of the data and information entered.

The Company shall be entitled to monitor the Customer's behavior in connection with the use of the Internet platform. In particular, the company is entitled to check the legality of content entered by the customer on the online platform at any time.

By accepting these GTC, the customer also confirms that he/she has unlimited capacity to act and is of legal age. By registering, the customer expressly declares that all information provided is true, up-to-date and complies with the rights of third parties, common decency and the law.

8.1. Services

If the Customer terminates the mandate on their own initiative after completing the order or informs the Company that they no longer wish to use the ordered service, the Customer owes the Company the flat-rate processing fee agreed for the specific order.

The amount of the flat-rate processing fee depends on the service ordered and is expressly displayed to the Customer during the ordering process before the order is completed. By completing the order, the Customer expressly confirms that they have taken note of and accepted the flat-rate processing fee applicable to their order.

The flat-rate processing fee serves to compensate for the administrative and professional expenses typically associated with receipt of the order, opening of the order, review, preparation and processing of the respective service. It is charged irrespective of the actual expense incurred in the specific individual case; the Company is not required to provide separate evidence of the specific expense incurred.

Costs already incurred or no longer avoidable in relation to notaries, commercial register offices, banks, authorities or other third parties remain additionally payable insofar as they are not expressly included in the flat-rate processing fee.

Any statutory claim arising from termination of the mandate at an inopportune time remains reserved.

8.2. Products

The exchange of products is generally excluded.

8.3. License

The customer receives the right from the company to use the documents in the contract box for the agreed duration.

Withdrawal after completion of the order but before use is possible free of charge.

Withdrawal after use is no longer possible and the agreed fee is owed for the contractual duration.

An upgrade from a smaller to a larger package is possible at any time. A downgrade is excluded. If the customer has selected a larger package and does not use all the services included in this package, he is not entitled to a refund for the unused services.

Add-ons selected for the package cannot be deselected at a later date. If the service of an add-on has been provided, it will be charged in full; any reimbursement of unused add-ons is excluded.

Ownership of the products shall remain with the company until the purchase price has been paid in full. Until then, the customer may not dispose of the products, and in particular may not sell, lease or pledge them.

The company strives to ensure the availability of www.startups.ch and takes appropriate measures to protect www.startups.ch from third-party interference. However, it cannot guarantee uninterrupted and error-free operation of www.startups.ch and the services offered, nor can it guarantee that the files are free from viruses. The company does not guarantee the accuracy, completeness, reliability, or quality of the published or transmitted information and documents. Additionally, it cannot guarantee protection against non-spamming, harmful software, spyware, hackers, or phishing attacks, which may affect the use of the service, damage the customer's infrastructure (e.g., end devices, PC), or otherwise harm the customer. The company cannot provide a guarantee for the accuracy, completeness, reliability, or quality of the information, processes, or work results provided, published, or transmitted. Any problems or defects should be reported to the company promptly.Any possible defect must be reported to the company promptly. The company has the discretion to decide whether the defective product will be repaired or replaced. Only if replacement or repair is not feasible, the customer is entitled to a reduction in price or a refund of the purchase price. The claim for a refund of costs incurred for third-party repairs is excluded. During the repair period, the customer is not entitled to a replacement product. The warranty period for the repaired item starts anew, while the original warranty period continues for the remaining components of the product.

In the case of content generated automatically or by AI, the company does not assume any warranty that such content is at all times complete, accurate, up to date or suitable for the specific individual case, unless an individually reviewed service is expressly owed.

12.1. General

Liability for any indirect damages and consequential damages is fully excluded.Liability for direct damages is limited to the total amount paid by the customer for the service, product, or license.The customer is obligated to report any damages to the company promptly.

Any liability for auxiliary persons is fully excluded.

All exclusions and limitations of liability provided for in these GTC apply only to the extent permitted by law. The Company's liability for damage caused intentionally or through gross negligence and for other mandatory statutory grounds of liability remains reserved.

12.2. Value Added Tax (VAT) Registration

The company offers, as a service, registration with the Swiss Federal Tax Administration (ESTV) for VAT purposes. This service may already be included in the customer's chosen package or can be added as an additional service to the package.If desired by the customer, the company will proceed with the ESTV registration, following the customer's instructions regarding VAT method. The decision on which method and registration date to choose is entirely the customer's responsibility. The company is not liable for the chosen accounting method or registration date. Any financial losses resulting from the chosen method and/or timing are to be borne by the customer.The customer is required to contact the company within 7 days if they have not received a confirmation of registration from the ESTV, despite the desired registration. The company is not liable for non-registration with the VAT if the customer has not contacted the company within the aforementioned period and informed them of the missing ESTV confirmation.

12.3. Trademark Protection

The company offers trademark registration services in Switzerland. Before registration, the company conducts a cursory check to determine if the intended trademark conflicts with existing trademarks in Switzerland. The company is not liable for conflicts with third parties in the context of trademark rights.

12.4. Contracts

The company offers the creation of contracts (shareholders' agreements, partnership agreements, employment contracts, etc.). The company is not liable for any claims arising in connection with the contracts created.

All rights to the products, services, and any trademarks belong to the company, or the company is authorized to use them by the owner.Neither these Terms and Conditions nor any associated individual agreements involve the transfer of intellectual property rights unless explicitly stated.Furthermore, any reuse, publication, or sharing of information, images, texts, or any other material received by the customer in connection with these provisions is prohibited unless explicitly approved by the company.If the customer uses content, texts, or visual material in connection with the company for which third parties hold protective rights, the customer must ensure that no third-party rights are infringed upon.

The company processes the customer’s personal data in accordance with the applicable data protection provisions.

The company is in particular entitled to process personal data in connection with the initiation, conclusion, execution and documentation of contracts as well as in connection with the use of its website, platforms, communication channels and AI-supported systems.

This may also include the processing of conversation recordings, audio files, transcripts, chat logs, inputs in forms as well as usage and communication data.

The company may disclose personal data to engaged service providers, processors and other recipients insofar as this is necessary for the provision of services, the operation of systems, communication with the customer, quality assurance, ensuring security or compliance with legal obligations.

Details on data processing, in particular regarding the purposes of processing, the categories of processed data, the recipients, any disclosures abroad, the storage periods as well as the rights of the data subjects, are regulated in the privacy policy.

The Customer acknowledges that the provision of individual services may require the processing of personal data of third parties, in particular partners, shareholders, members of governing bodies and beneficial owners.

The Customer is obliged to provide the Company lawfully with the personal data required for the respective service and, where necessary, to inform the persons concerned about the corresponding data processing.

Where necessary for the provision of the ordered service or compliance with statutory obligations, the Company may disclose such data in particular to authorities, registers, EasyGov and the bodies entrusted with maintaining the relevant register.

These General Terms and Conditions may be changed by the company at any time.The new version becomes effective upon publication on the company's website.

Generally, for customers, the version of the Terms and Conditions that is in effect at the time of contract conclusion applies. Unless the customer has agreed to a newer version of the Terms and Conditions.

These Terms and Conditions take precedence over all previous provisions and agreements. Only provisions from individual contracts that further specify the provisions of these Terms and Conditions take precedence over these Terms and Conditions.

If any provision of this contract or any attachment to this contract is or becomes invalid, it does not affect the validity of the contract as a whole.

The parties to the contract will replace the invalid provision with a valid provision that best achieves the intended economic purpose of the invalid provision. The same applies to any potential gaps in the contract.

Both parties, as well as their auxiliary personnel, commit to treating all information related to the services provided or acquired, confidentially. This obligation remains in effect even after the termination of the contract.

If timely performance by the company, its suppliers, or third parties involved is rendered impossible due to force majeure, such as pandemics, natural disasters, earthquakes, volcanic eruptions, avalanches, severe weather, thunderstorms, storms, wars, riots, civil wars, revolutions, uprisings, terrorism, sabotage, strikes, nuclear accidents, or reactor damage, then the company is exempt from fulfilling the affected obligations for the duration of the force majeure event and for a reasonable period thereafter. If the force majeure event lasts longer than 30 days, the company may terminate the contract. In such case, the company must fully refund any payment already received from the customer.

Any further claims, in particular claims for damages due to vis major are excluded.

These Terms and Conditions are subject to Swiss law. In the absence of mandatory legal provisions to the contrary, the court at the company's registered office shall have jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) (SR 0.221.221.1) is explicitly excluded.

Original Text

This is a translation of the German general terms and conditions of STARTUPS.CH. In the event of contradiction, the German version shall be authoritative.