These Terms and Conditions ("T&C") apply to all fiduciary, accounting, payroll, tax, and other services ("Services") provided by Avinelo GmbH, Baslerstrasse 60, 8048 Zurich ("Avinelo") to its clients ("Clients", together the "Parties").
The T&C form an integral part of any offer between Avinelo and the Client (together with referenced documents, the "Contract"). In the event of contradictions, the provisions of the offer shall only prevail over these T&C if the offer explicitly refers to the deviating provision of the T&C.
Avinelo may amend these T&C at any time. Changes will be announced to the Client in text form (including email) at least 30 days before they come into effect. If the Client objects to this change prior to the date it comes into effect, the previous T&C shall continue to apply unchanged. Otherwise, the amended T&C shall be deemed accepted.
Avinelo shall provide the Client with the Services defined in the offer in accordance with this Contract and with due care and accuracy.
Avinelo may engage third parties ("Auxiliary Persons") to provide parts of the Services and must carefully select, instruct, supervise, and monitor these third parties.
Avinelo offers fixed-price packages that exclusively contain the services explicitly designated as included in the offer. The regularly recurring flat fee is a uniform remuneration for ongoing support as a comprehensive service and does not constitute a proportionate advance payment for individual services. Services included in the package that are inherently only provided periodically shall be performed in the respective relevant period, provided the Contract is in force and not terminated at that time.
Whether individual periodic services for the year the mandate begins are included in the flat fee or are remunerated separately depends on the time the mandate begins according to the offer. Catch-up work and retrospective accounting for the period prior to the start of the mandate will be billed as additional services.
If individual services agreed upon in the package are not utilized or cease to apply, this does not result in an entitlement to a price reduction or refund. If the Contract ends before the time when a periodic service would have been due, the entitlement to this service lapses; monthly flat fees already paid will not be refunded. If the mandate ends at the end of a financial year, Avinelo shall prepare the annual financial statements and the agreed tax return for this financial year, provided the Client makes the necessary documents and information available in due time; if the Client commissions another service provider for this, this obligation to perform shall lapse.
All services that go beyond the scope of services agreed upon in the offer are considered additional services and will be billed separately according to the agreed conditions. If the actual document volume repeatedly or permanently exceeds the agreed scope, Avinelo is entitled, after prior notification in text form, to adjust the scope of services or the included document volume for future months or to assign the mandate to a different service package.
Unless expressly agreed otherwise, the Services constitute work performance under mandate law (Auftrag) within the meaning of Art. 394 et seq. of the Swiss Code of Obligations (CO).
Avinelo shall use its best efforts to meet the deadlines agreed upon in the offer. If Avinelo is unable to meet a deadline, the Client must set a reasonable grace period for subsequent performance. If Avinelo fails to perform within this grace period, the Client may set a second reasonable grace period for subsequent performance and, if Avinelo also fails to comply within this second grace period, may, as its sole and exclusive remedy, continue to demand performance or terminate the Contract with respect to the services not provided within the deadline. Termination is subject to the payment of the hours, costs, and expenses incurred by Avinelo in good faith up to the time the termination becomes effective or to which Avinelo has committed itself.
The remuneration is set out in the offer.
Unless otherwise agreed in the offer, regularly recurring flat fees are invoiced on a monthly basis.
The regularly recurring flat fee is based on the assessment parameters applied at the time the Contract was concluded. If these assessment parameters change permanently and significantly, Avinelo is entitled to adjust the flat fee accordingly. The adjustment will be communicated to the Client in advance in text form and shall apply exclusively to the future; no retroactive adjustments will be made.
Furthermore, Avinelo is entitled to adjust the prices (flat fees and hourly rates), in particular in the event of inflation, increasing software and license fees of third-party providers, or heightened regulatory requirements. Price adjustments will be announced to the Client in text form at least 30 days before they come into effect. The Client is entitled to the right of ordinary termination.
For services not covered by an agreed fixed-price package, the remuneration terms specified in the offer shall apply.
Inquiries that can be answered with a simple email are included in the fixed-price flat fee. All matters going beyond this that require a consultation will be billed according to the hourly rates specified in the offer.
Cost estimates are non-binding and constitute neither a fixed price nor a cost cap.
Unless otherwise agreed in the offer, the fees are exclusive of expenses and value-added tax (VAT). Other additional expenses, such as travel and accommodation costs incurred by Avinelo, will be invoiced separately in accordance with the provisions in the offer.
Regularly recurring flat fees are invoiced in advance. In the case of remuneration on a time and material basis, Avinelo shall invoice the incurred fees and expenses monthly in arrears.
Invoices are delivered exclusively digitally by email and are due for payment within 14 days of the invoice date.
Any objections to an invoice must be communicated to Avinelo in writing and with justification within 7 days of receipt of the invoice. Thereafter, the invoice shall be deemed unconditionally accepted.
The Client is not entitled to set off any counterclaims against the fees owed to Avinelo.
The payment deadline is an expiry date within the meaning of Art. 102 para. 2 of the Swiss Code of Obligations (CO). Upon the expiry of this period without payment, the Client automatically falls into default without further reminder.
Avinelo reserves the right to charge default interest of 5% per year from the onset of default, particularly in the case of repeated late payments.
From the second reminder, a flat-rate reminder fee of CHF 30, and from the third reminder of CHF 50, will be charged to cover administrative expenses.
If the Client is in default with a payment, Avinelo is entitled to suspend all Services with immediate effect, in particular to suspend ongoing bookkeeping and the submission of VAT returns and other declarations, as well as to block the Client's access to the systems managed by Avinelo.
If a statutory or regulatory deadline is imminent within the grace period, Avinelo will notify the Client of the impending missed deadline in good time so that the Client can take the necessary actions to meet the deadline themselves.
To the extent permitted by law, Avinelo shall not be liable for any damages resulting from a suspension of services carried out in accordance with these conditions, in particular for the consequences of default, fines, or tax penalties due to missed deadlines.
The Client bears sole responsibility for providing Avinelo with all information and documents required for the performance of the Services completely, truthfully, accurately, and in a timely manner. The Client is obliged to comply with their statutory reporting and cooperation duties. Avinelo may rely on the accuracy and completeness of the provided information.
Avinelo generally provides its Services digitally. Unless explicitly agreed otherwise, all receipts and documents must be submitted in digital form via the tools defined by Avinelo.
If the Client submits documents in an unstructured, illegible, incomplete, or delayed manner, the resulting additional effort (in particular for sorting, processing, and requesting missing items) will be billed at the standard fee without further notice.
The Client acknowledges that the statutory obligation to retain and archive business records (Art. 958f CO) lies entirely with them. Avinelo does not assume any long-term archiving function beyond the term of the Contract.
The Client acknowledges and agrees that, unless expressly stated otherwise in this Contract, the Services are provided to the best of Avinelo's knowledge and belief, without any guarantee for a specific result or outcome, and that the execution of the commissioned Services involves risks. The Client bears sole responsibility for these risks, regardless of whether Avinelo has informed the Client of these risks or not, provided that Avinelo has acted in accordance with the terms of this Contract.
Avinelo is fully liable to the Client for damages caused by Avinelo intentionally or through gross negligence. Avinelo's liability for damages caused by slight negligence is excluded to the extent permitted by law. In any case, to the extent permitted by law, liability for lost profits, loss of data, reputational damage, consequential damages, and indirect damages is excluded, regardless of whether the likelihood of such damage was foreseeable.
Neither Party shall be liable for any breach of this Contract (with the exception of payment obligations) caused by circumstances beyond the reasonable control of the respective Party (force majeure).
Avinelo uses cloud solutions from established third-party providers (e.g., bexio, Kontera) for the provision of Services. Any liability on the part of Avinelo for technical failures, data loss, cyberattacks, or damages caused by software errors or security vulnerabilities of such third-party providers is excluded to the extent permitted by law.
All claims of the Client arising from the contractual relationship shall become time-barred, to the extent permitted by law, one year after the time the Client becomes aware of the damage, but no later than three years after the damaging event.
The Client shall indemnify and hold Avinelo harmless against all third-party claims resulting from incorrect, incomplete, or delayed information provided by the Client.
All right, title, and interest in patents, trademarks, copyrights, trade secrets, or other intellectual property rights of Avinelo existing prior to this Contract or arising out of and in connection with this Contract shall remain with Avinelo or, respectively, transfer to it, and shall be its sole and exclusive property. If and to the extent Avinelo deems it necessary to ensure its full ownership of the results arising from the Services, the Client agrees to assign all such intellectual property rights to Avinelo and to cause its employees and subcontractors to assign them.
Subject to the full payment of the fees, Avinelo grants the Client the non-exclusive, non-transferable, and perpetual right to use the Services and all work results for its internal business purposes. Resale or any other commercialization, as well as disclosure or sublicensing to third parties, is excluded, unless expressly permitted by Avinelo or strictly necessary for its internal business purposes.
Avinelo is obligated to comply with all confidentiality and data protection rules set forth in this section.
"Confidential Information" means all financial, business, and other information that is marked as confidential or that can reasonably be assumed to be confidential, in whatever form or medium, such as trade secrets, internal processes, financial data, prototypes, and client information, which are provided or disclosed to Avinelo by the Client or any of its affiliates in connection with this Contract, with the exception of information (i) that is already known to Avinelo without any obligation of confidentiality, (ii) that is or becomes publicly known, except through a breach by Avinelo of any of its obligations under this Contract, and (iii) that Avinelo has received from a third party who is not subject to a similar confidentiality obligation.
Unless required by law, Avinelo shall treat Confidential Information confidentially and shall not use, disclose, or otherwise make it available to other persons (except for the purposes set forth herein) during the term of this Contract and thereafter, unless the Client has permitted this in advance and on a strict need-to-know basis. Avinelo shall instruct such other persons who have access to the Confidential Information to treat it confidentially by exercising the same care and diligence that Avinelo is required to exercise with respect to Confidential Information, which shall be no less than professional care and diligence. Avinelo is entitled and, where applicable, obligated to provide information or hand over documents to authorities if there is a statutory or judicial obligation to do so. Such provision of information or handover shall not be deemed a breach of contractual confidentiality. Avinelo shall inform the Client of such disclosure in advance or within a reasonable period, only to the extent permitted by law.
Upon the Client's request, Avinelo shall return or destroy all Confidential Information, reproductions or summaries thereof, and extracts therefrom, subject to Avinelo's statutory retention obligations and the handover of data upon termination of the Contract.
Any further confidentiality obligations of Avinelo, such as those contained in a non-disclosure agreement with clients, remain unaffected by this Section 9.
Avinelo processes personal data in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the General Data Protection Regulation (GDPR), and exclusively to the extent necessary for the provision of the Services. Avinelo implements appropriate technical and organizational measures to protect personal data.
The Client agrees that Avinelo may transfer personal data to carefully selected subcontractors and software providers in the context of providing the Services, provided that they are subject to appropriate data protection obligations.
Avinelo may use AI-powered tools to support internal processes (e.g., research, data structuring). Sensitive personal data as well as personnel and payroll data will not be entered into such tools.
The Client is prohibited from directly or indirectly soliciting or hiring any employees of Avinelo during the term of the Contract and for a period of twelve months following the termination of the Contract. In the event of a breach of this provision, the Client shall owe a contractual penalty in the amount of one gross annual salary of the respective employee. The right to claim further damages remains reserved.
The Contract enters into force upon signing of the offer and is concluded for an indefinite period, unless otherwise agreed in the offer.
It may be terminated by either Party at any time to the end of any calendar month in writing (including email).
In the event of a material breach of contractual obligations, in particular in the case of persistent default in payment despite a reminder or a justified suspicion of illegal activities by the Client (e.g., undeclared work), Avinelo may terminate the Contract at any time with immediate effect. The statutory right to termination for good cause remains unaffected in any case.
Upon termination of the Contract, Avinelo shall hand over the data concerning the Client to the Client. The handover takes place exclusively in digital form and is subject to the condition that all outstanding invoices from Avinelo have been settled. Statutory obligations to hand over data remain reserved.
The administrative effort for data export and system transfer is free of charge up to a total duration of one hour. If the effort exceeds this limit, all additional effort will be invoiced based on the actual time spent at the standard fee.
Amendments: Amendments and additions to the Contract must be made in writing (including electronic text form). Avinelo's unilateral right of modification as provided for in these T&C, in particular adjustments to the T&C, prices, and flat fees, remain reserved.
Electronic Signatures: The Parties agree that digitally created signatures (e.g., via Skribble, DocuSign) are legally fully equivalent to a handwritten signature and are recognized as legally valid by both Parties.
Severability Clause: Should any provision of these T&C or the offer be found (in whole or in part) to be unlawful, invalid, or otherwise unenforceable, the remaining provisions shall remain in full force and effect. The Parties undertake to replace the ineffective provision with an economically equivalent, effective provision.
Applicable Law and Jurisdiction: The Contract shall be governed exclusively by substantive Swiss law. The exclusive place of jurisdiction is Zurich, Switzerland, unless mandatory law provides for a different jurisdiction.
Zurich, August 7, 2026
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The digital bexio fiduciary that noticeably relieves your Swiss SME.
© 2026 Avinelo GmbH
All prices excl. VAT.
© 2026 Avinelo GmbH
All prices excl. VAT.