PricewaterhouseCoopers AG, 160 Birchstrasse, 8050 Zurich, Switzerland ("PwC" or "We") may assist you ("You" or "the Client") with Swiss Value Added Tax ("VAT") compliance services ("Smart VAT") for foreign established or resident persons through our online platform ("the Platform").
As a non-established business registered for VAT in Switzerland, you need to appoint a fiscal representative. PwC will act as your fiscal representative for VAT purposes towards the Swiss Federal Tax Authority (FTA) and give you access to PwC’s online platform for Smart VAT. As a Smart VAT user, you will be able to:
The scope of our services does not contain any work not explicitly stated in these terms.
It is important to note that the positions taken in VAT returns submitted to the FTA are not beyond challenge by the FTA and that the FTA has wide-ranging powers of investigation and discovery and may carry out a (desk) audit to ascertain if the numbers reported by you are correct. (Assistance in such an audit is out of scope of our current engagement, but can be offered under separate terms.)
Set out below are the terms and conditions that apply if you appoint PwC as your fiscal representative and to the use of Smart VAT.
2.1. The price for appointing PwC to act as your fiscal representative and to fulfil the arising obligations is set out below:
|Smart VAT Service Package Pricing|
|Registration for VAT purposes in Switzerland, including registration for electronic filing||490 CHF (one-time fee)|
|Fee for fiscal representation and providing access to the Platform, including electronic mailing service via the Platform, forwarding any requests from the FTA||250 CHF (quarterly fee in case of a 12 month subscription)
210 CHF (quarterly fee in case of an 18 month subscription)
|Change of fiscal representative (either from a previous fiscal representative to PwC or from PwC to another fiscal representative)||250 CHF (one-time fee)|
|Cancelling your Swiss VAT registration||490 CHF (one-time fee)|
2.2. Fees shall be charged exclusive of VAT and other taxes and deductions.
2.3. You can accept these Terms & Conditions by ticking the relevant box. With this online confirmation, you agree to buy our services and you will be asked to make a payment by credit card after selecting your Smart VAT service package (e.g. VAT registration, fiscal representative subscription period). You consent to the fees being charged to your credit card through the use of SIX Payment Services (“SIX”) which will process the credit card transaction. You consent to PwC providing your personal information and details of the services to SIX as required by the terms of the agreement between PwC and SIX.
2.4. Payments referred to herein shall not be refundable under any circumstances, including but not limited to the termination of this Agreement for whatever reason.
3.1. When using the Platform for the first time you will obtain a user ID and a password for login purposes. You will need to change your temporary password at first access. You shall be obliged to keep the user ID and password secret, and not make them available to third parties.
3.2. You are required to inform PwC without delay about any unauthorized use of the user ID or password, or any other breach of security. PwC will, in consultation with you, change your user ID and password in such an instance.
4.1. For the duration of the present agreement, PwC will provide you with the current version of the Platform for use over the Internet.
4.2. PwC shall have the right, but not the obligation, to update the platform as PwC might deem appropriate. Any upgrades and developments of the Platform are exclusively within the competence of PwC.
4.3. PwC shall ensure and monitor the complete functionality of the Platform itself and shall remedy any software bugs in accordance with the technical possibilities. A bug shall exist if the software does not fulfil the functions specified in the specification of services, provides erroneous results or does not function in any other way, so that use of the software is impossible or considerably restricted.
4.4. Client is solely responsible for the functionality of its network.
5.1. To use Smart VAT, you need to be eligible based on PwC’s client acceptance rules. We use information provided by you during the registration process to assist in determining your eligibility. We advise you during registration whether or not you are eligible. If you are eligible, you can start using Smart VAT immediately after accepting the terms of business and paying the fees for the service package you have chosen.
Currently, you cannot use Smart VAT if
If your status or any fact relevant to the eligibility for the use of the platform has changed, you have to notify PwC without delay. Should you not qualify for use of Smart VAT as described above any longer, PwC will need to terminate the agreement immediately. In this case, PwC will propose an alternative solution where appropriate.
5.2. Client acceptance will be renewed every 12 or 18 months, depending on the subscription you have chosen.
5.3. PwC grants you the non-exclusive and non-transferable right to use the Platform during the term of the agreement within the scope set out above, as intended.
5.4. The Platform and the Smart VAT solution remains PwC’s property, and no intellectual property is transferred to you under the terms of this agreement or otherwise.
5.5. You shall not be entitled to provide access to the Platform to a third party for use, either for a fee or free of charge.
6.1. PwC is a member of the global PricewaterhouseCoopers network of firms (“PwC Network”), each of which is a separate and independent legal entity. For the purpose of discharging its obligations under the agreement and for regulatory and administrative purposes, PwC may appoint other member firms from the PwC Network or third parties as sub-contractors. You agree that PwC may pass on to the sub-contractors information and data arising out of and in connection with the agreement for the purposes specified therein.
6.2. The agreement is, however, exclusive to PwC and you. PwC shall be responsible to you for the performance of the service and for the protection of the information and data supplied to the sub-contractors.
6.3. You, your employees and your affiliates shall have no direct claim against any PwC Network firm, other than PwC, that performed services as subcontractors. This provision shall inure to the benefit of other PwC firms in the Network, their partners and employees, as if such PwC firms or individuals were party to the agreement.
6.4. While acting as your fiscal representative, PwC may send your VAT data and information electronically to another PwC member firm in the PwC Network within the EU as PwC’s sub-contractor for processing certain phases of the work, under the instructions of PwC. Existing legislation provides for equivalent level of data protection of this sub-contracted PwC member firm. By accepting these terms you agree to allow PwC to transfer, process and host your VAT data and information electronically to and by this sub-contracted PwC Network member firm.
7.1 PwC uses a third party provider of cloud-based data hosting to host Smart VAT data. We store the information in the cloud environment in an encrypted format. You acknowledge that any information you input into Smart VAT (including any personal information) will therefore be transferred to the hosting provider (who may in turn provide the information to other parties) (together, the Data Host) outside of Switzerland. You agree that in no event shall PwC or its beneficiaries be liable for any loss of any kind (including loss of your data) arising from an act or omission (including a negligent or dishonest act or omission) of a Data Host, which may include the following:
7.2. PwC will ensure that the stored data is accessible via the Internet within the scope of the technical possibilities. PwC will constantly monitor the complete functionality of the Platform, and shall remedy any technical errors in accordance with the technical possibilities. An error exists if the Platform does not fulfil the functions specified in the specification of services, provides erroneous results or does not function correctly in any other way, so that use of the Platform is impossible or considerably restricted.
7.3. PwC ensures that the data can exclusively be reviewed and processed by authorised PwC or PwC Network employees. You agree that PwC may process, within the meaning of art. 3 lit. e Federal Act on Data Protection (“FADP”), information and data belonging to you in Switzerland and abroad. PwC shall take appropriate precautions to maintain confidentiality and protect data.
7.4. PwC shall be obliged to take suitable and reasonable precautions, within the scope of the technical possibilities, to prevent data loss or unauthorised access of your data by third parties. To this end, you shall also make regular back-ups, check your data for viruses, and install firewalls.
7.5. The data protection of the Platform will be ensured by PwC in the course of the internal data protection concept (hourly backup).
8.1. You shall ensure that the Platform can exclusively be used by authorised users by taking appropriate precautions. To this end, you shall, if necessary, instruct all your employees on adherence to copyright. You shall in particular instruct your employees not to pass on access data to third parties.
8.2. You confirm the data provided when registering for PwC’s service offerings and for the recurring VAT reporting on the Platform is correct and complete.
8.3. You shall, in any case, remain the sole party entitled to the data, and may therefore request PwC to hand over individual pieces of data or all the data, during the duration of the agreement.
8.4. You shall ensure that all approvals according to the applicable law for the processing by third parties are available on time. You are exclusively responsible for meeting the privacy law requirements and your own internal directives. PwC is entitled to request these approvals from you.
8.5. You are responsible that the applicable regulatory, legal, and entrepreneurial requirements are met.
8.6. You shall ensure that all required approvals according to the applicable law for data processing by PwC are available.
8.7. You shall ensure that in case of the use of Smartphones of employees for business purposes in the course of the agreement with PwC all necessary approval for the saving of own data deserving protection are available. You are solely responsible for the device security during mobile use.
9.1. The parties shall be entitled to communicate with one another and transfer data only by electronic means throughout the duration of the agreement.
9.2. Both parties shall be responsible for their own electronic communications and shall take reasonable measures to ensure that any such communications are secure and error-free using the latest technology.
9.3. As the parties agree to the use of an electronic collaboration platform, each authorised user (including users outside of Switzerland) of you and PwC may process, within the meaning of art. 3 lit. e FADP, information and data in accordance with the respective user rights assigned, e.g. upload and download information and data to and from this Platform as well as access, view, edit, maintain, delete and store information and data on the Platform. The assignment of users and user rights of PwC and the administration of the users and the user rights of PwC and of you as well as the maintenance of the platform and related server is the responsibility of PwC, and PwC shall take reasonable measures regarding confidentiality and protection of the information and data stored on the platform. You are responsible for the assignment of your users and user rights and for notifying PwC of such assignment and any changes thereto. The instruction regarding the use of the electronic collaboration platform is provided by PwC.
9.4. To the fullest extent permitted by law, both parties exclude all liability for any loss or damage which may arise in connection with electronic communications and the use of electronic collaboration platforms.
10.1. PwC shall answer any of your technical enquiries concerning the Platform by email or online communication within the Platform within 72 hours of receiving the respective question.
10.2. The hotline support does not cover tax specific questions or advice. Such support can be provided under separate agreement in line with the General Terms of Business of PwC.
11.1. Any adaptations, amendments or additions to the services agreed, as well as any measures which serve to establish and rectify malfunctions, shall only lead to a temporary interruption or impairment of the availability if the latter is necessary for technical reasons.
12.1. PwC shall exercise all due care in providing the services set out above. In the event of any breach of the agreement by PwC, PwC shall be liable for the substantiated direct damage caused deliberately or by gross negligence. In the case of simple negligence, PwC's liability shall be limited to a maximum of double the amount of fees owed to PwC under the agreement.
12.2. Any failure on the part of you to discharge your obligation to cooperate with PwC may preclude PwC from performing its services hereunder, cause additional work to PwC in the performance of its services, or entail other adverse consequences. You shall bear the consequences of any failure on your part to discharge your obligation to cooperate with PwC (e.g. additional work performed by PwC).
12.3. PwC expressly excludes any further liability under the agreement or on any other legal grounds to the fullest extent permitted by law.
13.1. PwC shall seek assurance regarding compliance with national and international rules pertaining to independence and any conflicts of interest prior to commencement of its services. You shall alert PwC in due time of any potential impairment of independence or conflicts of interest of which you become aware. In the event that any actual or potential conflict of interest arises or impairment of independence occurs in the course of providing the services under the agreement, the parties shall seek agreement as to the further actions to be taken.
13.2. PwC shall be entitled to supply services to third parties who are competitors of you, or whose interests conflict with your interests.
13.3. You shall supply PwC with such records and other information as PwC may require for the purpose of verifying the identity of the party to the agreement and of complying with internal and external provisions governing duty of care obligations (e.g. combating money laundering, suppression of terrorism, embargoes, sanctions and the provisions of capital market law). If you fail to fulfil your obligation to provide such information, PwC shall be entitled to terminate the agreement with immediate effect.
14.1. By notice – Either party may terminate this agreement by giving the other 30 days’ notice via notification in the Platform.
14.2. Changes affecting independence –Should you become a PwC audit client we may continue to act as your fiscal representative but may need to cease giving access to Smart VAT to you. If that happens, we may need to terminate this agreement by giving you notice in writing. In this case, we would be happy to provide other options to you.
14.3. Following termination of the agreement, you shall continue, for 6 months (as from the date of termination) to be entitled to access the Platform and download your data, on the conditions laid down above in Section 4. Within this period, you shall ensure that all relevant data concerning your Swiss VAT reporting obligations for the period when PwC was acting as your fiscal representative is downloaded and available to you in case of further audits by the FTA.
14.4. PwC is obliged to store your data for regulatory purposes for 12 years, however we will not grant you access to the platform, after the above 6 months access period from termination expires.
14.5. In order to comply with its statutory and regulatory obligations to retain records, PwC shall be entitled to retain any copies of those documents evidencing the services provided. You shall not be entitled to the return of any documents, working papers and information provided online from PwC.
14.6. This agreement will be unilaterally terminated by PwC for the following reasons:
14.7. In the event of the termination of this Agreement in accordance with any of the provisions of Sections 14.1 through 14.6 above, no portion of any payments of any kind whatsoever previously provided to PwC hereunder shall be owed or be repayable to the client.
15.1. The agreement shall be governed by and construed exclusively in accordance with Swiss law.
15.2. The court of competent jurisdiction in Zurich shall have exclusive jurisdiction for any disputes arising out of or in connection with the agreement, unless any obligatory provision of law confers exclusive jurisdiction on any other court.