General Terms & Conditions

1. Provider and Contracting Party

These General Terms and Conditions ("Terms") govern the contractual relationship between Flowstate Capital GmbH ("we", "us", "our") and the client ("you", "your", "Client") regarding the use of the website www.swissvirtualoffices.com ("Website") and the services offered through or in connection with the Website.

Flowstate Capital GmbH is a Swiss limited liability company (Gesellschaft mit beschränkter Haftung / GmbH) registered in the Commercial Register of the Canton of Graubünden under company number CH-170.4.021.236-7, with UID/VAT number CHE-175.192.007. Our registered seat is in Cazis, Canton of Graubünden, Switzerland, and our registered address is Heinzenbergstrasse 1, 7421 Summaprada, Switzerland.

By accessing our Website, submitting an enquiry, or engaging any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please refrain from using our Website or services.

2. Scope of Application

These Terms apply to:

(a) any use of the Website by visitors and prospective clients;

(b) all services ordered, engaged, or provided through or in connection with the Website;

(c) all ongoing service relationships between the Client and Flowstate Capital GmbH.

The services offered through this Website are primarily intended for business clients (entrepreneurs, companies, founders, investors, and SMEs). By engaging our services, you confirm that you are acting in a commercial or professional capacity.

Individual service engagements may be further documented in a separate written service agreement, mandate agreement, or proposal (each a "Service Agreement"). In the event of any conflict between these Terms and a specific Service Agreement, the Service Agreement shall prevail with respect to that particular engagement.

3. Definitions

In these Terms, the following definitions apply:

• "Company" means Flowstate Capital GmbH, Heinzenbergstrasse 1, 7421 Summaprada, Switzerland, UID CHE-175.192.007.
• "Client" means the individual, company, or legal entity engaging or using the services of the Company.
• "Website" means www.swissvirtualoffices.com and all subpages thereof.
• "Agreement" means the contractual relationship between the Company and the Client, governed by these Terms and any applicable Service Agreement.
• "Business Address" or "Domicile Address" means the registered business address provided by the Company at which the Client may receive statutory and business mail.
• "Mail Handling" means the receipt, sorting, and processing of physical mail addressed to the Client at the Business Address.
• "Mail Forwarding" means the physical forwarding of mail and small parcels from the Business Address to an address designated by the Client.
• "Mail Scanning" means the opening, scanning, and digital delivery of mail received at the Business Address.
• "Third-Party Providers" means any external person, firm, or authority engaged by the Company or by the Client in connection with the Services, including but not limited to notaries, banks, accountants, tax advisors, lawyers, payroll providers, postal and courier services, software providers, payment providers, and government authorities.

4. Description of Services

The Company offers the following categories of corporate administrative and support services. Each service is described in more detail on the relevant page of the Website. The Services are provided as commercial support services and do not constitute regulated professional services unless expressly stated otherwise in writing.

Swiss Virtual Office Services — The Company provides a Swiss business address that serves as the Client's registered address for legal and commercial purposes. This service includes receipt of statutory and business mail, mail notification, and optional mail scanning and forwarding.

Business Address / Domicile Address Services — The Company provides a registered Swiss business address that fulfils the commercial registry requirements for a Swiss company seat. The address may be provided with or without a c/o (care of) designation, depending on the selected plan.

Company Formation Support — The Company coordinates and facilitates the incorporation of Swiss companies (GmbH and AG) by preparing draft articles of association, coordinating with notaries, facilitating capital deposit account arrangements, and managing commercial registry filings. The Company does not itself act as a notary and does not provide legal advice in connection with incorporation.

Mail Receipt — The Company receives physical mail and parcels addressed to the Client at the Business Address. Mail is sorted, logged, and processed according to the Client's standing instructions.

Mail Forwarding — The Company forwards physical mail and small parcels to any address designated by the Client, subject to applicable forwarding fees and limitations.

Mail Scanning — The Company opens (where permitted), scans, and delivers mail digitally via encrypted email or secure platform, subject to the Client's selected service plan and scan allowance.

Resident Director Coordination — The Company coordinates the appointment of a Swiss-resident individual to serve as a director or managing officer of the Client's company, subject to a suitability review and formal mandate agreement. The director acts within the scope defined in the mandate agreement.

Accounting and VAT Coordination — The Company provides bookkeeping services, VAT registration and filing support, and corporate tax coordination. Annual accounts preparation is included in the applicable accounting service. The Company does not provide regulated audit services, tax advice, or legal advice unless expressly agreed in writing.

Payroll Coordination — The Company processes payroll calculations, social insurance filings, withholding tax deductions, and related administrative tasks for the Client's Swiss employees.

Annual Accounts Coordination — Annual financial statements (balance sheet, profit and loss statement, and notes) are prepared as part of the accounting service or as a separate engagement.

Bank Account Support — The Company assists with the preparation of documentation and liaison with Swiss banks for the opening of corporate bank accounts. The Company does not guarantee account opening, which remains at the sole discretion of each bank.

Company Amendment Support — The Company assists with preparing resolutions, coordinating notary appointments, and filing commercial registry amendments for changes to the Client's company structure, directors, share capital, or registered details.

The Services may be combined into packages (such as the Complete Swiss Setup package) at a bundled price. Specific scope, fees, and terms for each service or package are set out in the relevant Service Agreement, proposal, or on the applicable website pricing page.

5. No Guarantee of Acceptance or Registration

The Client acknowledges that certain services involve interactions with third parties and public authorities whose decisions are outside the Company's control. Specifically:

(a) Commercial register acceptance: The entry of a company in the cantonal commercial register is at the sole discretion of the competent registrar. The Company coordinates the filing but does not guarantee that the commercial register will accept or process any application within a particular timeframe.

(b) Bank account opening: The opening of a corporate bank account is at the sole discretion of each bank. The Company provides documentation preparation and liaison support but does not guarantee that any bank will open or maintain an account.

(c) VAT registration: The Swiss Federal Tax Administration (ESTV) makes the final decision on VAT registration applications. The Company facilitates the application but does not guarantee acceptance.

(d) Resident director acceptance: The appointment of a resident director is subject to a suitability review. The Company does not guarantee that a director will be available or suitable for every Client or company structure.

(e) Authority decisions: Any regulatory, tax, or licensing decision by a government authority is outside the Company's control and cannot be guaranteed.

Where the Company has expressly agreed in writing to guarantee a specific outcome, such guarantee shall be limited to the terms stated in that written agreement.

6. Client Obligations

The Client agrees to:

• Provide accurate, complete, and truthful information and documentation necessary for the Company to perform the Services, including but not limited to identification documents, proof of address, beneficial ownership information, and company details.
• Submit KYC (Know Your Client), AML (Anti-Money Laundering), sanctions screening, and due diligence documents and information promptly upon request.
• Comply with all applicable Swiss and foreign laws and regulations in the operation of its business, including but not limited to anti-money laundering legislation, sanctions regulations, tax laws, and commercial registry requirements.
• Not use the Business Address, Domicile Address, or any of the Services for unlawful, misleading, fraudulent, deceptive, or sanctionable activities, or for activities that could damage the reputation or regulatory standing of the Company.
• Keep all company and contact details (including registered address, directors, shareholders, beneficial owners, and contact persons) up to date and promptly notify the Company of any changes.
• Respond promptly to any request from the Company, a third-party provider, a bank, or a government authority relating to the Client's company, its activities, or its compliance status.
• Not represent or hold itself out as having a greater scope of authority, presence, or service entitlement than what has actually been agreed with the Company in writing.
• Pay all fees, charges, and expenses in accordance with the agreed payment terms.

7. KYC, AML and Compliance Checks

The Company is committed to complying with applicable Swiss due diligence, anti-money laundering, and sanctions regulations. As part of this commitment, the Company reserves the right to:

(a) Conduct internal onboarding, KYC, AML, sanctions, risk, and suitability checks on every Client, its beneficial owners, directors, and representatives before accepting any engagement.

(b) Request additional documentation, information, or clarifications at any point during the client relationship.

(c) Refuse to accept, suspend, or terminate any engagement if, in the Company's reasonable opinion, the Client does not pass the required checks, presents an unacceptable risk, or provides incomplete or unsatisfactory information.

The Company shall not be liable for any loss or damage arising from its refusal, suspension, or termination of services pursuant to this Section 7.

8. Use of Business Address and Domicile Address

The Client may use the Business Address or Domicile Address provided by the Company as its registered commercial address for all legitimate business purposes, including:

(a) registration in the Swiss commercial registry;

(b) use on the Client's website, business cards, letterhead, invoices, and other business documents;

(c) receipt of statutory, official, and business mail.

The use of the address is subject to:

(i) the Client having a valid and active service agreement with the Company for the address service;

(ii) the Client having completed onboarding, KYC/AML checks, and suitability review to the Company's satisfaction;

(iii) the Client being legally eligible to maintain a registered address in Switzerland;

(iv) the Client being current on all payments due to the Company.

The Client may not use the address for any unlawful, misleading, or fraudulent purpose. The Client may not represent the address as a physical operational office unless a separate agreement for physical office space has been concluded.

9. Mail Handling, Forwarding and Scanning

The Company handles all incoming mail and parcels addressed to the Client at the Business Address with professional care. The following provisions apply:

Mail is collected, sorted, and processed on each regular business day. The Client is notified by email when mail arrives.

Mail Scanning: Where the Client's plan includes scanning, incoming mail may be opened, scanned in colour, and delivered digitally as a PDF via encrypted email or secure platform. Scanning allowances and limits are specified in the Client's service plan.

Mail Forwarding: Physical mail and small parcels may be forwarded to any address designated by the Client. Forwarding costs are charged separately or are included depending on the service plan.

The Company shall not be responsible or liable for:

(a) mail or parcels that are lost, delayed, or damaged by postal services, couriers, or other third-party transport providers after leaving the Company's custody;

(b) mail or parcels that are addressed incompletely or incorrectly by the sender;

(c) items that are prohibited by law from being received or forwarded, including but not limited to valuable items (cash, jewellery, negotiable instruments), dangerous goods, perishable goods, illegal substances, and registered mail requiring personal signature (unless a power of attorney has been provided).

The Company reserves the right to refuse the receipt or forwarding of any item that, in its reasonable opinion, is illegal, dangerous, valuable beyond normal business correspondence, or otherwise unsuitable for standard mail handling.

10. Pricing and Payment

Fees for Services are set out on the Website pricing pages, in the relevant Service Agreement, proposal, or invoice. The pricing model includes:

(b) One-time fees for setup, formation, company amendments, VAT registration, and bank account support.

(c) Third-party costs and authority fees, including but not limited to notary fees, commercial register filing fees, bank fees, ESTV fees, courier and postage charges, certified translation costs, and apostille or legalisation charges. These are charged at cost and are not included in the Company's service fees unless expressly stated otherwise.

(d) Additional service fees for services or work outside the agreed scope.

All prices are quoted in Swiss Francs (CHF) and are exclusive of Swiss VAT (MWST), which will be added where applicable at the prevailing rate.

Invoices are due within 14 days of the invoice date, unless otherwise agreed in writing. The Company reserves the right to suspend all Services, including mail handling and address services, if any invoice remains unpaid after the due date. The Company shall not be liable for any consequences arising from such suspension.

11. Contract Term and Cancellation

Ongoing monthly services (such as domicile address, virtual office, and mail services) are entered into for an initial term of 12 months unless otherwise agreed, and thereafter continue on a monthly basis until terminated by either party with 1 month's written notice.

One-time services (such as company formation) are deemed completed upon delivery of the agreed deliverables.

Upon termination or cancellation of an address service, the Client must provide a replacement Swiss registered address before the cancellation takes effect, as Swiss law requires every company to maintain a registered address in Switzerland at all times.

The Company shall have no obligation to forward or hold mail after the termination date unless alternative arrangements have been agreed in writing.

12. Third-Party Services

The Company may engage Third-Party Providers in connection with the delivery of Services. These may include, but are not limited to: notaries, banks, accountants, tax advisors, lawyers, payroll providers, resident directors, postal and courier services, software providers, payment providers, and government authorities.

Where services are provided by a Third-Party Provider, the Client acknowledges that:

(a) the Third-Party Provider may apply its own terms and conditions, which the Client may be required to accept;

(b) the Third-Party Provider makes independent decisions regarding acceptance, processing, pricing, and timelines;

(c) the Company facilitates and coordinates but does not control the Third-Party Provider's actions or decisions;

(d) the Company shall not be liable for any failure, delay, or refusal by a Third-Party Provider, except to the extent caused by the Company's own gross negligence or wilful misconduct.

13. No Legal, Tax, Financial or Investment Advice

Unless expressly agreed in writing in a separate engagement letter, the Company does not provide regulated legal advice, tax advice, audit services, financial advice, investment advice, banking services, asset management, or fiduciary services.

The information provided on the Website, in proposals, in correspondence, and in the course of Service delivery is for general informational and administrative purposes. It does not constitute professional advice on which the Client should rely without independent verification.

The Company may provide administrative support, documentation preparation, and coordination with qualified professionals. However, specialist advice on legal, tax, financial, accounting, or regulatory matters may require the separate engagement of a qualified Swiss lawyer, tax advisor, accountant, or other regulated professional.

Where the Company recommends or introduces a Third-Party Provider (such as a lawyer, tax advisor, or accountant), the Company does so as a convenience and makes no representation as to the quality or suitability of that provider. The Client is encouraged to conduct its own due diligence.

14. Client Responsibility for Business Decisions

The Client retains full responsibility for all legal, tax, accounting, corporate, regulatory, and commercial decisions relating to its business. The Company's role is to provide administrative support, coordination, and facilitation services. Nothing in these Terms or in any Service Agreement transfers decision-making authority or ultimate legal responsibility from the Client to the Company.

15. Intellectual Property

All content on the Website — including but not limited to text, graphics, logos, icons, images, software, data compilations, and design elements — is the property of the Company or its licensors and is protected by Swiss and international copyright, trademark, and intellectual property laws.

The Client may not reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any content from the Website without the Company's prior written consent.

The name "Swiss Virtual Offices" and related branding are used by the Company as a trade name. Nothing in these Terms grants the Client any licence or right to use the Company's branding, trade names, or logos.

16. Confidentiality

Each party shall keep confidential all non-public information received from the other party in connection with the Services, including but not limited to business information, financial data, client records, personal data, and commercial strategies ("Confidential Information").

This obligation shall not apply to information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was already known to the receiving party prior to disclosure;

(c) is independently developed by the receiving party without use of the disclosing party's Confidential Information;

(d) is required to be disclosed by applicable law, regulation, or court order.

This confidentiality obligation shall survive the termination of any Agreement between the parties.

17. Data Protection

The Company's collection, use, and processing of personal data is governed by the Privacy Policy, which is available at www.swissvirtualoffices.com/privacy and is incorporated into these Terms by reference.

By using the Website or engaging the Services, the Client acknowledges having read and understood the Privacy Policy.

18. Limitation of Liability

To the fullest extent permitted by Swiss law:

(a) The Company shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profit, loss of business, loss of business opportunity, loss of reputation, loss of data, or cost of substitute services, arising out of or in connection with these Terms, the Website, or the Services.

(b) The Company shall not be liable for any damages or losses arising from or relating to: authority delays, commercial register processing times, bank refusals or delays, third-party provider failures, postal or courier delays, incomplete or incorrect addressing by senders, or any event outside the Company's reasonable control.

(c) The Company's total aggregate liability for any claim arising out of or in connection with these Terms or any Service Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client to the Company for the specific service giving rise to the claim in the 12 months preceding the event giving rise to the claim.

(d) Nothing in these Terms excludes or limits liability for death or personal injury caused by the Company's negligence, or for fraud, fraudulent misrepresentation, or any other liability that cannot be excluded under Swiss law.

19. Force Majeure

The Company shall not be liable for any delay or failure to perform its obligations under these Terms or any Service Agreement if such delay or failure is caused by events outside its reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, government actions, pandemics, natural disasters, fire, flood, storms, power outages, telecommunications failures, internet disruptions, strikes, or the failure of third-party suppliers or subcontractors.

20. Suspension and Termination

The Company reserves the right to suspend or terminate any or all Services immediately by written notice if:

• The Client fails to pay any amount due within 14 days after the due date;
• The Client fails to provide required KYC, AML, or compliance documentation within a reasonable timeframe;
• The Client provides false, misleading, or incomplete information;
• The Client uses the Services or the Business Address for any unlawful, fraudulent, or prohibited purpose;
• The Client or its activities pose, in the Company's reasonable opinion, a regulatory, legal, reputational, or compliance risk to the Company;
• The Client breaches any material term of these Terms or any applicable Service Agreement and fails to remedy such breach within 14 days of written notice;
• The Client becomes insolvent, is declared bankrupt, enters liquidation, or ceases to carry on business.

Upon suspension or termination, the Client remains liable for all fees and costs accrued up to the date of suspension or termination. The Company shall cooperate reasonably in the orderly transition of the Client's registered address and company records to a new service provider, subject to full payment of all outstanding amounts and the Client providing a valid replacement registered address.

21. Amendments to These Terms

The Company reserves the right to amend these Terms at any time. Amendments will be posted on this page with an updated "Last updated" date.

For Clients with an ongoing service relationship, material changes will be communicated by email at least 30 days before the effective date. Continued use of the Services after the effective date of amended Terms constitutes acceptance of those changes. If the Client does not agree to the amended Terms, the Client may terminate the affected services in accordance with the notice provisions in Section 11.

22. Governing Law and Jurisdiction

These Terms and any contractual relationship between the Client and the Company shall be governed by and construed in accordance with Swiss substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms or any Service Agreement shall be the competent courts at the registered seat of Flowstate Capital GmbH in Graubünden, Switzerland.

Notwithstanding the foregoing, the Company reserves the right to bring proceedings against the Client before the courts of the Client's domicile or any other competent jurisdiction.

23. Contact

For any questions about these Terms & Conditions, please contact us at:

Flowstate Capital GmbH

Heinzenbergstrasse 1

7421 Summaprada

Switzerland

Email: info@swissvirtualoffices.com

Website: www.swissvirtualoffices.com