These Terms and Conditions (“Terms”) govern the provision of all fiduciary, accounting, and related services (the “Services”) by LedgerPeek Sàrl, a company registered in Vernier, Switzerland (“we”, “us”, “our”). By accessing our website (ledgerpeek.ch), using our online systems, or engaging our Services, you (“the Client”) agree to be bound by these Terms in their entirety.
These Terms constitute the primary agreement between LedgerPeek Sàrl and the Client. They shall prevail over any other terms, unless a specific, written agreement signed by an authorized representative of LedgerPeek Sàrl expressly states otherwise.
2.1. Authorization for Processing: The Client provides us with various confidential, financial, and personal documents for the purpose of rendering our Services. The Client hereby expressly authorizes LedgerPeek Sàrl to process all such documents and the data contained therein through automated means, including the use of artificial intelligence (AI) systems.
2.2. Third-Party Storage and Software: The Client acknowledges and authorizes us to store documents and data on third-party cloud infrastructure and to input any such information into third-party software necessary for the performance of our Services, including but not limited to accounting software, email clients, and collaboration suites (e.g., Google Workspace).
2.3. Liability for Third-Party Providers: While we commit to selecting reputable third-party service providers, we shall not be held liable for any data leakage, breach, or loss originating from the systems of these providers. In the event we have a serious suspicion or confirmed knowledge of a data breach affecting the Client’s data, we will make commercially reasonable efforts to inform the Client in a timely manner.
2.4. Document Ownership and Right of Retention: All original documents provided by the Client remain the property of the Client. Notwithstanding the foregoing, in the event of the Client’s failure to pay our fees in full, we reserve the right of retention over any and all Client documents in our possession. These documents will be held in custody and will not be returned until all outstanding invoices, and associated fees are settled in full.
2.5. Client’s Responsibility for Accuracy: The Client is solely and exclusively responsible for the accuracy, completeness, and legality of all documents and information provided to us. We hold no liability for errors, omissions, or misrepresentations in the documents provided by the Client, or for any consequences arising therefrom. Our responsibility is limited to identifying errors that are manifest and obvious to a diligent fiduciary professional given the specific context of the mandated Services.
2.6. Duty to Provide Documentation: The Client undertakes to provide, in a timely manner, all documentation necessary for the proper execution of our Services. This includes, upon request, valid Powers of Attorney (POA), fiscal domiciliation forms, corporate resolutions, and any other documents required by Swiss authorities or by us.
3.1. Administrative Domiciliation: The Client authorizes LedgerPeek Sàrl to act as its administrative domicile and to receive, open, and process on its behalf all official and professional correspondence from any Swiss authority, including but not limited to tax administrations, social security bodies (AVS/AHV), debt enforcement offices (Office des Poursuites), and the Trade Registry.
3.2. Power of Representation: The Client grants LedgerPeek Sàrl the power to represent it before the aforementioned authorities. This authorization includes the right to file documents, submit requests, respond to inquiries, lodge appeals at the administrative level, and generally exercise the Client’s rights and fulfil its obligations in its name and on its behalf.
3.3. Access to Online Portals: Where necessary for the Services, and upon the Client providing access credentials, the Client authorizes us to access and operate on its behalf various government online portals (e.g., e-démarches, e-gov platforms).
3.4. Presumption of Authority: We rightfully presume that any director, officer, manager, or close relative of the Client who is put in copy (‘Cc’) of any email correspondence by the Client is duly authorized to provide instructions and act on the Client’s behalf concerning the matters discussed therein.
3.5. Revocation of Powers: The Client is obligated to inform us immediately and in writing of any modification or revocation of representative powers of its management, employees, or agents. We assume no liability for actions taken based on pre-existing authorizations if we have not been notified of such changes in a timely manner.
3.6. Collaboration with Third Parties: Any third-party professional (e.g., notary, lawyer, auditor) put in contact with us by the Client is deemed by us to have the Client’s full authorization to access and exchange any relevant confidential information necessary for the collaborative mandate.
Authorization to Outsource: We reserve the right to outsource or subcontract the performance of our Services, in whole or in part, to qualified third-party professionals (e.g., notaries, tax experts, auditors, lawyers) without prior notice to the Client.
4.2. Liability for Subcontractors: Our liability for the acts or omissions of such third-party professionals is strictly limited to our diligence in their (i) selection, (ii) instruction, and (iii) supervision (culpa in eligendo, instruendo et custodiendo). The Client acknowledges that our capacity for supervision may be limited due to the specialized, complex, and independent nature of the services performed by such professionals.
5.1. Client Delays: We shall not be held responsible for any penalties, missed deadlines, or other negative consequences arising from a delay by the Client in (i) responding to our queries or (ii) providing necessary documents or information.
5.2. Reasonable Delays: The Client acknowledges and agrees to tolerate reasonable delays in the accomplishment of our Services, which may be caused by unforeseen complexity, workload, or factors beyond our direct control.
5.3. Acceptance of Deliverables: The Client must review all deliverables (e.g., financial statements, tax returns, reports) upon receipt and immediately inform us of any spotted errors or omissions. Failure to do so within a reasonable timeframe shall be deemed as an unconditional acceptance of the deliverable “as is”.
5.4. Limitation of Liability: To the fullest extent permitted by Swiss law, the total aggregate liability of LedgerPeek Sàrl, its directors, employees, and agents, for any and all claims, losses, or damages arising out of or in connection with our Services, shall be limited to the effective net amount of fees paid by the Client to us during the calendar year preceding the event giving rise to the claim. This limitation does not apply to damages caused by gross negligence or willful misconduct.
5.5. Extension of Limitation: The limitation of liability stipulated in clause 5.4 extends to all our employees, partners, agents, and subcontractors, with the exception of the Liability for independent Subcontractors as per clause 4.2.
6.1. Duty of Care: The Client agrees to use our proprietary online system (“the System”) for document exchange and communication with due care and diligence.
6.2. Security Responsibility: The Client is solely responsible for maintaining the security of its access to the System. This includes setting robust and unique passwords, refraining from sharing credentials, and preventing any activity that could compromise account security. Any suspected unauthorized access must be reported to us immediately.
6.3. System Availability: The Client understands and accepts that the System may experience temporary bugs, downtime, or unresponsiveness due to updates, maintenance, or technical failures. The Client agrees to tolerate such interruptions for reasonable periods.
6.4. System Modifications: We reserve the right to modify, update, or change the functionality and interface of the System at any time, at our sole discretion.
6.5. Intellectual Property: The System is the proprietary intellectual property of LedgerPeek Sàrl. Any attempt to hack, reverse engineer, decompile, perform prompt injection, or otherwise decode or illicitly access the System’s source code or underlying structure is strictly prohibited and may constitute a criminal offense.
6.6. Confidentiality of the System: The Client is strictly prohibited from making or publishing screenshots, screen recordings, or other visual representations of the System online or sharing them with any unauthorized third party.
6.7. Third-Party Platforms: If we provide the Client with access to other third-party platforms (e.g., cloud storage, accounting software), the Client is bound by the terms and conditions of those respective providers. We hold no liability for the Client’s use or misuse of such third-party systems.
7.1. Suspension for Default: We reserve the right to suspend or terminate our Services, including access to the System, at any time and without a prior grace period in the event of the Client’s default of payment.
7.2. Fees for Late Payment: Reminder fees will be billed for any overdue invoices. In accordance with the Swiss Code of Obligations, late payments are automatically subject to default interest at a rate of 5% per annum from the invoice due date, without prior warning.
7.3 Assignment: In the event of default of payment, LedgerPeek Sàrl is entitled, at its sole discretion and without further notice, to assign the claim for any outstanding amounts to a third-party debt collection agency. The Client hereby agrees to bear any and all reasonable administrative fees and costs charged by such an agency in connection with the collection of the debt.
7.4. Termination for Breach: We may suspend or terminate our Services if the Client materially breaches any of these Terms and Conditions.
7.5. No Refund Policy: All fees paid or invoiced are non-cancellable and non-refundable. If the Client chooses to terminate a subscription or a mandate mid-term, the full payment for the agreed-upon term remains due and payable.
8.1. Price Modification: We reserve the right to modify our service prices at any time. We will provide the Client with reasonable prior notice of any such changes. We are not bound by initial prices indefinitely.
8.2. Budget-Based Services: Where a service is provided on an estimated budget, the Client understands and agrees that (i) any work performed that falls outside the initial scope of the budget will be billed additionally, and (ii) a reasonable exceeding of the budget must be tolerated. We undertake, as a matter of good faith, to inform the Client if we anticipate a significant budget overrun.
8.3. Non-Disclosure of Third-Party Costs: If we outsource services, we are under no obligation to disclose the specific prices, commissions, or fee structures of the third-party professionals we engage.
8.4. Rebilling of Third-Party Costs: If we engage a third-party consultant (e.g., notary, lawyer) in our name but on the Client’s behalf, the Client agrees to cover all reasonable fees, costs, and disbursements invoiced to us by such third party for the mandated work.
8.5 Personal Liability for Third-Party Mandates: When the Client orders Services for the benefit of another person or legal entity (e.g., a subsidiary or an affiliated group company), the Client is deemed to be our direct contractual partner. The Client acts in their own name and on their own behalf and personally undertakes to pay all associated fees and costs. This applies even if the invoices are, at the Client’s request, addressed to the third-party beneficiary.
LedgerPeek Sàrl provides expert services in accounting and fiduciary matters. To avoid any ambiguity, the Client acknowledges the following limitations:
9.1. No Legal Advice: We are not a law firm. The Client must not expect legal consulting equivalent to that of a qualified attorney, nor do we provide representation in court proceedings. Our services cover consulting in tax, accounting, HR, social security, and basic corporate administration, as well as handling disputes at the administrative level (e.g., reclamations with tax authorities). We may, at our discretion, offer to find and outsource legal services to our trusted lawyer partners, but we do not undertake an irrevocable obligation to do so.
9.2. No Notarial Services: We are not a notary’s office. The Client must not expect services such as official notarization of documents or obtaining apostilles. We can provide guidance on the processes for business formation, registration, and corporate changes, and advise when a notary is required. We may offer to find and outsource such services, but we are not obligated to do so.
9.3. No Insurance Brokerage: We are not an insurance company or broker. The Client must not expect in-depth consulting on specific insurance policies. Our guidance is limited to the basic understanding and application of social security and mandatory insurance rules for employees and entrepreneurs.
9.4. No Financial Services: We are not a bank or a financial intermediary and are not regulated as such. We do not handle client money, perform payments on behalf of the Client, conduct AML compliance checks for financial transactions, or assist with opening bank accounts, trading, or asset management. Our billing is limited to our own fees and the rebilling of auxiliary costs (e.g., postal fees) or the fees of third-party consultants as outlined in these Terms.
10.1. Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the substantive laws of Switzerland, to the exclusion of its conflict of law rules.
10.2. Jurisdiction: The exclusive place of jurisdiction for all disputes arising out of or in connection with the relationship between LedgerPeek Sàrl and the Client shall be the competent courts of the Republic and Canton of Geneva, Switzerland.
10.3. Severability: Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected.
10.4. Entire Agreement: These Terms, together with any specific written agreement that references them, constitute the entire agreement between the parties.
Contact Information:
LedgerPeek Sàrl
Chemin des Coquelicost 16
1214 Vernier
