General Terms & Conditions

The brand Director Suisse is owned and operated by Vervitas GmbH.

1. Definitions

• Company: Vervitas GmbH, Switzerland (also “we,” “us,” “our”).
• Client: Any individual or legal entity entering into an agreement with the Company for Services (also “you”).
• Services: The fiduciary, governance, and consultancy services provided by the Company, as defined in Section 2.
• Contract: Any agreement (written or confirmed electronically) between the Company and a Client regarding the provision of Services.
• Fees: Compensation payable by the Client for the Services, as agreed in writing or per published packages.
• Confidential Information: All non-public information disclosed by one Party to the other in connection with the Contract.

2. Scope of Services

2.1 The Company provides fiduciary and consultancy services, including:

• resident director, non-executive/independent director, and fractional executive roles;
• advisory services;
• corporate secretarial services;
• oversight and coordination of third-party service providers (e.g. tax, accounting, legal, compliance), without directly providing such services.

2.2 The Company does not provide licensed financial services and is not supervised by FINMA.

2.3 Services may be provided to Swiss and international Clients.

2.4 Involvement of Third Parties: The Company is entitled to engage third parties to fulfil its contractual obligations.

2.5 Forwarding of Data: The Company may forward Client data to its official partners only at the Client’s express request, in compliance with data protection laws. Such partners are bound by confidentiality.

3. Contract Formation

3.1 A Contract is formed when:

• a Client submits a request via the Website and receives written confirmation; or
• a Client signs a written agreement with the Company.

3.2 These GTC form an integral part of every Contract. Deviating or supplementary terms of the Client are valid only if expressly accepted in writing.

4. Fees and Payments

4.1 Fees may be based on fixed packages, retainers, hourly rates, or other agreed terms.

4.2 Unless otherwise agreed, Fees are invoiced in Swiss francs (CHF). All Fees are subject to Swiss VAT at the statutory rate (currently 8.1%).

4.3 Payments may be made by bank transfer, credit card, or approved cryptocurrencies.

4.4 Fixed packages are billed in advance, monthly or annually.

4.5 Clients bear all transaction costs and charges associated with payments, including bank fees, credit card fees, and cryptocurrency network costs. Payments must be made in full without deductions.

4.6 Clients may not offset or withhold payments against counterclaims, unless such claims are undisputed or confirmed by a final judgment.

4.7 In case of late payment, reminders will be issued, default interest may accrue, services may be suspended, and debt enforcement may be initiated.

5. Client Obligations and Participation

5.1 Clients must provide complete, accurate, and up-to-date information and documents.

5.2 Clients must comply with KYC/KYB and other compliance obligations.

5.3 Clients must maintain adequate Directors & Officers (D&O) liability insurance covering the Services.

5.4 Duty to Cooperate: The Client shall ensure that the Company receives all documents and information required for the Services in good time. The Client is responsible for the completeness, legal conformity, and business justification of submitted documents and receipts.

5.5 If the Client fails to cooperate as required, no claims against the Company shall arise from Services not rendered as a result. The Company may make the continuation of the mandate dependent on receiving the required information and documents.

6. Liability and Indemnification

6.1 The Company, its officers, employees, and agents shall not be liable for any loss, depreciation, or damage arising at any time or from any cause, or for any act or omission in connection with the Contract. The Client shall indemnify the Company for any loss, damages, costs, or expenses resulting from the administration of any entity or Services, unless caused by gross negligence, willful misconduct, or fraud by the Company.

6.2 Neither Party shall be liable for any loss caused by delay or failure to perform obligations if due to (i) the negligence or actions of any third party, or (ii) events beyond reasonable control. The Company shall not in any event be liable for indirect, special, or consequential damages.

6.3 The Company’s liability, where not excluded under the above, is capped at the total Fees paid by the Client in the twelve (12) months preceding the event.

6.4 The Company does not provide tax, legal, accounting, or financial advice. Clients remain responsible for obtaining independent professional advice.

6.5 Indemnification: The Client undertakes to indemnify the Company for any loss or damage arising from the Client relationship, unless caused by gross negligence, willful misconduct, or fraud by the Company.

7. Obligations of the Company

7.1 The Company shall provide Services carefully and in compliance with applicable laws.

7.2 The Company shall act in accordance with the Client’s written instructions. It reserves the right not to act on unlawful or immoral instructions.

7.3 In the absence of instructions, the Company is not obliged to act on its own initiative. In urgent cases, it may take measures on its own initiative, considering the Client’s presumed interests as far as possible. The Client will be informed of such measures as soon as possible.

7.4 The Client shall designate a natural person authorized to give instructions to the Company. All instructions must be given in writing (email is acceptable). Telephone instructions are valid only once confirmed in writing.

7.5 The Company is obliged to document its expenses and to provide the Client with information about them upon written request.

7.6 The Company is authorized to inform competent authorities about this agreement in accordance with legal obligations. It undertakes to maintain confidentiality toward all other parties on behalf of its employees and representatives. The confidentiality obligation survives termination.

8. Confidentiality and Non-Disclosure

8.1 Both Parties undertake to keep all Confidential Information strictly confidential.

8.2 Neither Party shall disclose Confidential Information of the other to third parties, except to affiliates, employees, subcontractors, and agents with a strict need-to-know, provided they are bound by equivalent confidentiality obligations.

8.3 Each Party is responsible for ensuring that its employees, subcontractors, and agents comply with these obligations.

8.4 Confidentiality obligations survive termination of the Contract.

9. Non-Competition, Non-Exclusivity and Non-Circumvention

9.1 Non-Competition: Neither Party shall engage in activities that directly compete with the current or anticipated business of the other Party, nor divert or attempt to divert clients or opportunities prior to termination of the Contract.

9.2 Non-Exclusivity: These GTC are non-exclusive. Nothing herein restricts either Party from entering into similar agreements or participating in similar activities with third parties.

9.3 Non-Circumvention: Neither Party shall:

• engage directly with third parties introduced by the other Party without prior written consent; or
• induce third parties to withdraw or curtail a business relationship with the other Party. These restrictions shall be enforced to the maximum extent permissible under applicable law.

10. No Employment, No Agency, No Partnership

10.1 Nothing in these GTC shall create an employment relationship between the Parties.

10.2 Nothing herein shall be deemed to create an agency relationship, unless expressly agreed in writing.

10.3 The Parties agree that they do not form, and these GTC shall not constitute, a simple partnership (einfache Gesellschaft) pursuant to Article 530 et seqq. of the Swiss Code of Obligations.

11. Intellectual Property

All intellectual property rights in documents, templates, reports, and materials created by the Company remain with the Company, unless explicitly transferred in writing. The Client is granted a non-exclusive, non-transferable right to use deliverables for internal business purposes.

12. Term and Termination

12.1 The standard Contract duration is one (1) year, unless otherwise agreed.

12.2 Either Party may terminate with thirty (30) days’ written notice.

12.3 Immediate termination is permitted in cases of breach of law, non-payment, reputational risk, or other material breach.

13. Force Majeure

13.1 The Company is not liable for delays or failures caused by force majeure, including pandemics, natural disasters, earthquakes, volcanic eruptions, avalanches, storms, wars, riots, revolutions, terrorism, sabotage, cyber-attacks, strikes, nuclear accidents, or governmental actions.

13.2 If performance becomes impossible due to force majeure, the Company shall be released from obligations for the duration of the force majeure and a reasonable start-up period thereafter.

13.3 If force majeure lasts longer than thirty (30) days, the Company may withdraw from the Contract. In such a case, the Company shall reimburse the Client in full for any remuneration already paid for Services not rendered during the period of force majeure, including the start-up period.

13.4 Any further claims, in particular claims for damages due to force majeure, are excluded.

14. Governing Law and Jurisdiction

14.1 These GTC and all Contracts are governed exclusively by Swiss law.

14.2 The courts of Zurich, Switzerland, have exclusive jurisdiction.

14.3 Before litigation, the Parties shall attempt good faith negotiations and, if unsuccessful, mediation in Zurich.

15. Amendments

The Company reserves the right to amend these GTC at any time. The version in force at the time of Contract formation applies unless otherwise agreed.

16. Severability and Waiver

If any provision of these GTC is invalid or unenforceable, the remaining provisions remain valid. Failure to enforce a right does not constitute a waiver of that right.

17. Language

These GTC are issued in English only. The English version is legally binding.