Terms of Service

ABOUT THE FIRM

1.1 Symplified Solutions SARL (hereinafter referred to as the "Firm", "we", or "us") is a Swiss limited liability company incorporated under company identification number CHE-498.819.913, with its registered office at Chemin du Canard 35, 1162 Saint-Prex, Switzerland, offering integrated professional services in compliance advisory, accounting and bookkeeping support, contractual and corporate documentation, company incorporation support, and corporate governance support.

1.2 These Terms of Service (hereinafter referred to as the "Terms") govern the legal relationship between the Firm and any client, visitor, or entity engaging the Firm's services, whether through the Firm's website, a Service Proposal, an engagement letter, or an invoice (individually and collectively, the "Client"). By engaging the Firm or accepting a Service Proposal or invoice that references these Terms, the Client agrees to be bound by these Terms.

1.3 Business-to-Business Basis. Unless expressly agreed otherwise in writing, the Firm provides Services on a business-to-business basis. The Client confirms it engages the Firm for commercial or professional purposes and not as a consumer.

RELATIONSHIP WITH INDIVIDUAL MANDATE AGREEMENTS

2.1 Where the Firm and a Client have entered into a separate, signed mandate agreement or service agreement (hereinafter referred to as an "Individual Agreement"), the Individual Agreement shall take precedence over these Terms in all matters specifically addressed therein. These Terms apply as supplementary and background governance to the extent not inconsistent with the Individual Agreement.

2.2 In the event of any conflict or inconsistency between these Terms and an Individual Agreement, the Individual Agreement shall govern.

2.3 These Terms do not supersede, replace, or vary any signed Individual Agreement unless the Individual Agreement expressly provides for that outcome.

2.4 Definitions. For the purposes of these Terms:

"Services" means only the services expressly agreed in a Service Proposal, invoice, engagement letter, or Individual Agreement.

"Deliverables" means the written outputs expressly agreed for the engagement; drafts and interim communications are non-binding unless confirmed as final in writing by the Firm.

"Client Data" means all information and documents provided by the Client or extracted from third-party sources at the Client's request.

"Working Papers" means the Firm's internal notes, templates, methodologies, checklists, and work product used to produce Deliverables.

"Authorities" includes SROs, FINMA, MROS, SECO, courts, tax offices, commercial registries, and auditors acting under a statutory mandate.

SCOPE OF SERVICES

3.1 Legal and Compliance Advisory

Legal structuring for Swiss and international entities

Regulatory strategy for FINMA-regulated entities, SROs, and VASPs

Drafting and review of internal policies, shareholder agreements, and commercial contracts

Assistance in obtaining regulatory opinions, rulings, and SRO affiliations

3.2 Incorporation Services

Full company formation process in Switzerland including domicile selection, management structure, notary coordination, and commercial register filing

Support for nominee director and domicile services, where applicable

Assistance in opening Swiss bank accounts, whether capital is in fiat or crypto

Organisation of regular board and management meetings

3.3 Bookkeeping and Tax

Day-to-day bookkeeping using automated accounting software

Monthly and annual financial closings

VAT registration and filing

Annual Swiss tax returns for legal entities

Payroll setup and reporting

3.4 Audit Services

Limited audits: fast delivery, targeted to SMEs and startups

Ordinary audits: full-scope compliance audits

Crypto-focused audit coordination for blockchain businesses, DeFi protocols, exchanges, and wallet providers

Audit preparation and coordination in partnership with licensed Swiss audit firms where required by Swiss law

3.5 Outsourced Compliance and Risk Management Applicable to asset managers under FinIA, TCSPs, family offices, and VASPs. Services include:

External compliance officer and risk officer functions

Ongoing monitoring and reporting to governing bodies

AML and KYC framework design and implementation

Gap analysis and remediation planning

Liaison with SROs and FINMA

3.6 Reservation of Right to Decline. The Firm expressly reserves the right to decline any engagement at its discretion. Acceptance of an engagement is confirmed by a signed Service Proposal, Individual Agreement, or the Firm's commencement of performance. The provision of a proposal or quotation does not constitute an obligation to engage.

3.7 No Representation Before Authorities. Unless expressly authorised in writing by a separate power of attorney or written authorisation, the Firm does not act as the Client's legal representative before any Authority or court and has no authority to submit filings, declarations, or correspondence in the Client's name.

3.8 No Audit or Assurance Unless Expressly Agreed. Unless expressly agreed in a signed engagement letter or Individual Agreement, the Firm does not perform statutory audits, assurance engagements, or any work requiring auditor independence under Swiss audit law. Any audit-related activity is limited to coordination, preparation, or support services unless expressly stated otherwise.

ENGAGEMENT COMMENCEMENT AND FORMATION OF CONTRACT

4.1 An engagement is formed, and Services commence, upon the earliest of: (a) the Client's written acceptance of a Service Proposal or engagement letter; (b) the Client's payment of an invoice referencing these Terms; or (c) the Firm's commencement of performance at the Client's request. Any instruction to proceed, payment, or continued cooperation following receipt of these Terms constitutes acceptance.

4.2 The scope of each engagement is defined exclusively in the applicable Service Proposal, engagement letter, invoice description, or Individual Agreement. Work performed outside the agreed scope will be billed at the applicable hourly rate or as separately agreed in writing.

4.3 Deliverable Acceptance and Reliance. Unless the Firm confirms otherwise in writing, Deliverables are deemed accepted if the Client does not provide written objections with reasonable specificity within ten (10) business days of delivery. The Client may rely only on final Deliverables expressly marked or confirmed as final by the Firm.

4.4 No Ongoing Duty to Update. Unless expressly agreed in writing as part of an ongoing engagement, the Firm has no obligation to update, monitor, or inform the Client of legal, regulatory, tax, or market changes after delivery of Deliverables.

PRICING AND FEES

5.1 Standard Hourly Rate. All Services are billed at the Firm’s standard basic rate of CHF 220.00 (two hundred and twenty Swiss francs) per hour, excluding Swiss VAT at the applicable rate, unless an Individual Agreement expressly provides otherwise in writing. Time is calculated in increments of fifteen (15) minutes, rounded up to the nearest quarter-hour.

5.2 Expenses. Reasonable out-of-pocket expenses, including travel, accommodation, public authority fees, notary fees and similar third-party costs incurred in connection with an engagement, are invoiced separately and are payable by the Client.

PAYMENT TERMS

6.1 Payment is due within ten (10) days of the invoice date unless a different period is specified in the applicable Individual Agreement.

6.2 Accepted payment currencies are CHF and EUR. All bank transfer fees and currency conversion costs are borne by the Client.

6.3 Any advance payment expressly agreed in writing is non-refundable once the Firm has allocated professional capacity or commenced performance. This applies regardless of whether the Client avails itself of the Services, whether the engagement is terminated by the Client, or whether the Client changes its requirements or circumstances after payment. Amounts invoiced for work already performed, capacity already reserved or third-party costs already incurred remain payable.

6.4 Art. 404 CO. The non-refundability provisions in Section 6.3 are agreed by the Parties as fair and reasonable in light of the Firm's obligation to reserve professional capacity. The Firm acknowledges the Client's right of termination under Art. 404 CO but expressly reserves its right to compensation for untimely termination as provided under Art. 404 para. 2 CO.

6.5 Where a Client's payment is overdue by more than fifteen (15) days, the Firm reserves the right to suspend performance of all Services until the outstanding amount is paid in full, without incurring any liability to the Client for such suspension.

6.6 Refusal, Suspension, and Termination for Cause. The Firm may refuse instructions, suspend performance (in whole or in part), or terminate an engagement with immediate effect if: (a) the Client provides false, misleading, incomplete, or untimely information; (b) the Client requests action the Firm reasonably considers unlawful, non-compliant, or professionally improper; (c) continuing the engagement would reasonably expose the Firm to unacceptable legal, regulatory, reputational, or professional risk; or (d) the Client materially fails to cooperate. Any such refusal, suspension, or termination shall not constitute a breach by the Firm.

CLIENT OBLIGATIONS AND WARRANTIES

7.1 The Client warrants and undertakes that:

All information, data, and documents provided to the Firm are accurate, complete, and not misleading;

The Client will promptly notify the Firm of any material change in its circumstances, regulatory status, or business activities that may affect the engagement;

The Client will comply with all instructions, recommendations, and advice provided by the Firm within the scope of the engagement;

The Client holds all necessary regulatory authorisations, licences, and approvals required for the conduct of its business prior to requesting compliance-related Services from the Firm;

The Client shall not withhold information material to the performance of the Services;

The Client will take timely action on all recommendations made by the Firm, particularly in relation to regulatory compliance matters.

7.2 Instruction Override Warning. Where the Firm provides a written recommendation, instruction, or caution against a specific action or decision, and the Client proceeds with that action or decision notwithstanding such recommendation, the Client assumes full and exclusive responsibility for all consequences. The Firm shall bear no liability for any loss, regulatory finding, penalty, or claim arising from a Client's decision to override the Firm's expressed professional advice.

7.3 For the purposes of Section 7.2, "written" includes email and messages sent via an agreed business messaging platform, provided the message can be stored and reproduced. Where the Firm documents a Client override in a written notice, such notice shall be deemed accepted unless the Client raises a specific written objection within five (5) business days identifying the disputed facts.

7.4 Client Decision Responsibility. The Client remains solely responsible for all business decisions, onboarding decisions, customer acceptance decisions, transaction decisions, filings, and submissions. The Firm’s advice, recommendations, and Deliverables do not constitute decisions on behalf of the Client.

LIMITATION OF LIABILITY

8.1 Standard of Liability. To the maximum extent permitted by Swiss law (including Art. 100 CO), the Firm shall be liable only for damage caused by its own intentional misconduct or gross negligence. Liability for slight negligence is excluded.

8.2 Exclusion of Indirect Losses. The Firm shall not be liable for indirect, consequential, incidental, or special losses, loss of profit, loss of business, or loss of opportunity, regardless of legal basis.

8.3 Information Reliance. The Firm shall bear no liability for any deficiency, error, or inaccuracy in its work product that results from inaccurate, incomplete, or misleading information provided by the Client or by any third party.

8.4 Aggregate Cap. The Firm's total aggregate liability to the Client for all claims arising under or in connection with any engagement governed by these Terms, regardless of legal basis, shall not exceed the total fees paid by the Client to the Firm during the twelve (12) months preceding the event giving rise to the claim. The aggregate cap applies per engagement and not cumulatively across unrelated matters.

8.5 Claim Limitation Period. Any claim against the Firm must be notified in writing within six (6) months of the date the Client became aware or should have become aware of the alleged damage. Claims not notified within this period are permanently barred.

8.6 Third-Party Platforms and Data. The Firm shall bear no liability for errors, failures, or inaccuracies arising from third-party platforms, software, banking systems, cryptocurrency exchanges, or data sources. The Client accepts full responsibility for ensuring the integrity and accuracy of data provided to the Firm from third-party sources.

8.7 Regulatory Responsibility. The provision of compliance or advisory services by the Firm does not transfer any regulatory obligation from the Client to the Firm. The Client remains solely responsible for its own regulatory compliance at all times. The Firm functions as an external advisory service only.

8.8 No Third-Party Rights. These Terms confer no rights on any third party. The Firm assumes no duty of care to any third party including the Client's customers, counterparties, investors, auditors, banks, or payment providers. The Client shall ensure that no third party relies on any Deliverable without the Firm's prior written consent.

INDEMNIFICATION

9.1 The Client shall indemnify, defend, and hold harmless the Firm and its representatives, employees, and contractors from and against any and all claims, losses, liabilities, fines, penalties, regulatory findings, legal costs, and expenses arising from:

The Client's breach of its obligations under these Terms or any Individual Agreement;

Any inaccurate, incomplete, or misleading information provided by the Client;

The Client's decision to proceed with any action, transaction, or business activity contrary to the Firm's expressed recommendation or advice;

The Client's own regulatory, tax, or compliance failures;

Any third-party claim arising from the Client's own business conduct.

Any Authority inquiry, audit, investigation, or third-party demand relating to the Client, including the Firm’s reasonable professional time and costs incurred in responding.

CONFIDENTIALITY

10.1 The Firm shall treat all non-public information obtained from the Client in the course of an engagement as strictly confidential. The Firm may disclose confidential information only: (a) with the Client's prior written consent; (b) to the extent required to perform the Services (including disclosure to contractors bound by confidentiality); or (c) where required by law, court order, or mandatory regulatory obligation.

10.2 Where legally permitted, the Firm shall use reasonable efforts to notify the Client prior to any compelled disclosure. The Firm shall not be in breach where notification is prohibited or impracticable.

10.3 Unless and until all fees relating to an engagement are paid in full, all Deliverables remain subject to the Firm's right to withhold permission for use, publication, or reliance. The Client may not distribute or share Deliverables with third parties without the Firm's prior written consent, except where disclosure is legally required.

INTELLECTUAL PROPERTY

11.1 All work products, methodologies, templates, frameworks, checklists, policies, and materials developed by the Firm in the course of providing Services remain the intellectual property of the Firm. The Client is granted a non-exclusive, non-transferable licence to use such materials for the purposes of the relevant engagement only.

11.2 The Client may not share, distribute, sell, or sub-license the Firm's work products to any third party without the Firm's prior express written consent, even following termination of the engagement.

PROPOSAL VALIDITY

12.1 Any Service Proposal issued by the Firm is valid for ten (10) days from the date of delivery, in accordance with Art. 3 of the Swiss Code of Obligations, unless a shorter or longer validity period is specified in the proposal. Acceptance after expiry of the validity period does not bind the Firm.

NO GUARANTEE OF REGULATORY OUTCOME

13.1 The Firm provides professional services based on currently available information and its professional judgment. The Firm makes no warranty, representation, or guarantee as to the outcome of any regulatory application, SRO acceptance process, authority decision, audit result, or tax ruling. All such outcomes are subject to the discretion of the relevant authority.

13.2 The Firm is not a legal representative of the Client before any authority or court. Professional services provided do not constitute legal representation or court advocacy.

GOVERNING LAW AND JURISDICTION

14.1 These Terms and any engagement governed by them shall be governed exclusively by Swiss law.

14.2 Any dispute arising out of or in connection with these Terms or any related engagement shall be subject to the exclusive jurisdiction of the competent courts of Vaud, Switzerland, unless an Individual Agreement expressly provides otherwise.

MODIFICATIONS TO THESE TERMS

15.1 The Firm reserves the right to update these Terms at any time. Updated Terms will be published on the Firm's website and will apply to engagements commenced after the date of publication. Existing Individual Agreements are not affected by any update to these Terms unless the Individual Agreement is also updated by written amendment signed by both Parties.

15.2 Survival. Sections 6 (payment), 7 (client obligations), 8 (limitation of liability), 9 (indemnification), 10 (confidentiality), 11 (intellectual property), 13 (no guarantee), and 14 (jurisdiction) survive termination or expiry of any engagement to the extent required by their purpose.

CONTACT AND NOTICES

16.1 For all legal, compliance, or contractual matters, the Client shall contact the Firm using the following details:

Symplified Solutions SARL

Chemin du Canard 35, 1162 Saint-Prex, Switzerland

CHE-498.819.913

Email: [email protected]

16.2 Notices. Any notice under these Terms shall be in writing and delivered by email to the addresses used for the engagement and/or by registered mail to the Firm's registered office and the Client address stated in the relevant invoice or Individual Agreement. Notices are deemed received: (a) for email, at the time of transmission provided no delivery failure notice is received; and (b) for registered mail, on the second business day after posting.