TELCOIN ASSOCIATION AUDITOR PROPOSAL
Abstract of Proposal
The proposal is to approve financial, and potentially other, audits for Telcoin Association (“TA”) and its wholly owned subsidiary.
Proposal Specification
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Approve the following service agreements between the following parties:
a. Audit Services Agreement between Fiduciaria Ortelli SA and Telcoin Autonomous
Ops Ltd., for itself and by and on behalf of Telcoin Association. -
Approve financial and other audits by the above, or other, auditors as reasonably determined
by the TAO for itself and by and on behalf of Telcoin Association. -
Approve payment of funds from TA to TAO for fees and costs associated with the
aforementioned audits.
Proposal Rationale
Telcoin Association governs its operations through Councils the structure and operation of which is delineated in the Constitution. The Telcoin Association allows for the TA to obtain financial and other audits if required by applicable law or otherwise in the best interest of the TA. The TA, and its wholly owned subsidiary Telcoin Autonomous Ops Ltd. (“TAO”), pride themselves on open and transparent operations and thus, even though an audit is not required by applicable law, would benefit from conducting annual financial and/or other audits. This proposal is for approval of an auditor for the TA (and TAO if the TAO so determines) and their relevant agreement to conduct annual financial audits on terms like those of the attached documents. This proposal also authorizes the TA and TAO to obtain other audits as reasonably necessary.
Next Steps
The TA will hold a TIP vote on the Proposal through Snapshot by the Council members of the Platform Council. If the vote is in favor of the proposal, then the TA will notify TAO representatives who will enter into the proposed agreement(s).
What if Council Members have additional questions?
Please send any questions, comments or concerns to Parker Spann at parker@telcoin.org, or Tim Mahota at tim@telcoin.org.
Attachments
Auditor Services Agreement between Fiduciaria Ortelli SA and Telcoin Autonomous Ops Ltd., for itself and by and on behalf of Telcoin Association.
Agreement Letter
Telcoin Association
Telcoin Associazione
Via Canova 15
6900 Lugano, Switzerland
c/o Telcoin Autonomous Ops Ltd.
71-75 Shelton Street, Covent Garden,
London, United Kingdom, WC2H 9JQ
Dear Telcoin Association acting by and through its wholly owned subsidiary Telcoin Autonomous Ops Ltd.:
With reference to previous discussions, we hereby confirm the following:
- Description and Purpose of the Agreement
Telcoin Association, a Swiss verein (hereinafter referred to as "the Client") engages Fiduciaria Ortelli SA to provide its services as described below in the areas of:
- Auditing
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Fees
The applicable rates for all services described above and for any additional services required for the fulfillment of this contract are those of Fiduciaria Ortelli SA's professional category (rates of the Order of Accountants and/or rates of the Swiss Fiduciary Chamber). The Client hereby acknowledges and agrees in advance that the Mandatary has the discretion to adjust the rates contained in this contract at any time (even if the initially agreed rates differ from those of the professional category) to align with the rates prescribed by the professional category. -
Liability
Fiduciaria Ortelli SA assumes no liability for acts, orders, or omissions by other agents appointed upon the Client's instructions.
The Client undertakes to indemnify Fiduciaria Ortelli SA or its delegates for any damage that may arise, for any reason, as a result of this engagement. Fiduciaria Ortelli SA and the individuals delegated by it as members of the board of directors disclaim all liability for actions or omissions committed by attorneys or agents appointed at the Client's request. -
Declaration of Duty of Care
The Client declares that they are acting on their own behalf. The Client confirms that this
engagement will not be used to abusively exploit banking secrecy or fiduciary confidentiality and further declares that the assets, both now and in the future, in achieving the corporate purpose, do not originate from criminal actions or omissions.The Client is also aware of their obligation to comply directly with any personal tax obligations in relation to this company and its assets. Fiduciaria Ortelli SA disclaims all liability regarding the Client's tax obligations.
The Client who knows or has reasonable suspicion that the assets subject to a business relationship are connected to an offense under Article 305bis of the Swiss Criminal Code, originate from a crime, or are under the control of a criminal organization (Article 260ter, Paragraph 1 of the Swiss Criminal Code), must freeze the assets (Article 10 of the Swiss Anti- Money Laundering Act, LRD) and promptly report the matter to the Money Laundering Reporting Office (Article 9 LRD).
Fiduciaria Ortelli SA bears no personal liability for acts or omissions in such cases and
circumstances. -
General Terms and Conditions
The attached General Terms and Conditions are an integral part of this engagement and are deemed to have been read and approved by the Client upon signing this engagement letter. In the event of discrepancies, the provisions of this engagement letter shall prevail.
Lorenzo Ortelli
If you accept this engagement letter and the General Terms and Conditions, please sign and return a copy of this engagement letter to us.
Place and Date: Lugano, Switzerland
Signature: _______________
…
GENERAL TERMS AND CONDITIONS
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GENERAL TERMS
His document sets out the basis on which Fiduciaria Ortelli SA will provide its services. Fiduciaria Ortelli SA will submit an Engagement Letter to the Client outlining the purposes of the services to be provided and the applicable fees for the specific engagement. The signing of the Engagement Letter or the communication of instructions to carry out the activity constitutes acceptance of the terms and conditions contained in the Engagement Letter and these General Terms and Conditions. These General Terms and Conditions will also apply to all subsequent relationships between the Client and Fiduciaria
Ortelli SA. -
NATURE OF ADVICE AND SERVICES
The level of detail and information provided by Fiduciaria Ortelli SA concerning any engagement may vary depending on the commercial importance the Client assigns to the requested activity, as well as on timing and urgency. The nature of the advice and work will be defined by the specific purposes of the engagement entrusted to Fiduciaria Ortelli SA,
the level of detail and accuracy of the information provided to Fiduciaria Ortelli SA, and the agreed timeline. Unless otherwise requested, the advice provided will be limited to matters
governed by Swiss law. Fiduciaria Ortelli SA will not be liable for any failure to perform
the engagement due to circumstances and causes beyond Fiduciaria Ortelli SA's reasonable control or those excluded in the Engagement Letter or these General Terms and Conditions. Fiduciaria Ortelli SA will perform its work with the utmost diligence; however, no guarantee of success is provided. -
PROFESSIONAL LIABILITY
In performing the requested services, Fiduciaria Ortelli SA will act with due care and appropriate competence. The liability of Fiduciaria Ortelli SA, its partners, associates,
employees, and auxiliaries toward the Client and third parties is limited to willful misconduct and gross negligence and, in any case, to the amount of fees owed by the Client. In the event of disputes regarding services provided by other professionals in Switzerland or abroad, the Client agrees that claims may only be made against such professionals, and Fiduciaria Ortelli SA shall have no liability. -
CLIENT’S OBLIGATIONS
The Client must provide complete, accurate, and timely information and instructions. Fiduciaria Ortelli SA will assist the Client in identifying information and documents that may be relevant to the engagement; however, it remains the Client's sole responsibility to provide all facts, information, and documents for which the Client seeks advice.
Fiduciaria Ortelli SA assumes no liability for adverse consequences resulting from delays, inaccuracies, or omissions in transmitting information or instructions. Failure to provide complete and accurate information and instructions may result in higher fees being charged to the Client if such failure leads to additional work. Fiduciaria Ortelli SA will not verify the information provided by the Client or third parties on the Client’s behalf. The Client acknowledges that Fiduciaria Ortelli SA may rely on such information during the performance of its services. -
FEES, COSTS, AND EXPENSES
a. Fees
Unless otherwise agreed, Fiduciaria Ortelli SA's fees are based on
the time spent on the engagement. Time is recorded and billed
to the Client on an hourly basis, in accordance with the tariff of
the Order of Accountants of the Canton of Ticino, with rates
depending on the seniority and experience of the professional
performing the work.b. Expenses
The Client acknowledges that all necessary expenses and
disbursements remain their responsibility and must be
reimbursed to Fiduciaria Ortelli SA when advanced.
As a general rule, Fiduciaria Ortelli SA will contact the Client
before incurring unusual or substantial expenses, such as
significant registration fees or travel expenses.c. Estimate
It is generally extremely difficult to provide a preliminary
estimate of the total costs or hours that will be required. At the
Client’s request, Fiduciaria Ortelli SA will discuss a possible
estimate of fees and expenses and will make every effort to
forecast the probable costs for completing various stages of the
engagement or the engagement as a whole.d. Groups of Companies or Related Parties
If the Client provides Fiduciaria Ortelli SA with information or
instructions on behalf of related parties, such as companies
within the same group or related parties in a transaction, the
Client guarantees they are authorized to issue instructions on
behalf of all involved parties.
In such cases, Fiduciaria Ortelli SA's obligations are individual
toward each party; however, the Client acknowledges that the
said parties are jointly and severally liable for the full amount of
Fiduciaria Ortelli SA's fees. The Client will handle the allocation
of costs among the parties, while Fiduciaria Ortelli SA reserves
the right to seek payment from any of the involved parties.
If the Client requests that Fiduciaria Ortelli SA issue an invoice to
a specific person among the involved parties, the Client
guarantees that the recipient has been informed and agrees to
the invoice. -
INVOICING
Fiduciaria Ortelli SA will issue invoices for work performed at
regular intervals. Fiduciaria Ortelli SA reserves the right to issue
invoices more frequently if the nature of the work or the accrued
fees require it. Unless otherwise specified, such invoices should
not be considered as requests for advance payments but rather
as compensation for the work performed by Fiduciaria Ortelli SA
during the period to which the invoice refers.
The invoices will also include expenses and disbursements
incurred by Fiduciaria Ortelli SA on behalf of the Client, although
it may not always be possible to include all expenses incurred
during the period covered by a specific invoice.a. Advance Payments or Retainer Deposits
Fiduciaria Ortelli SA may request the Client to pay an advance at
any time. This amount will be held as a deposit against costs,
fees, and expenses incurred or expected to be incurred by
Fiduciaria Ortelli SA.
Fiduciaria Ortelli SA reserves the right to request the Client to
increase this advance at any time in proportion to the amount of
fees accrued up to that point.If Fiduciaria Ortelli SA holds an advance for fees and expenses,
it has the right to allocate this amount against invoices issued
for any engagement carried out for the Client.
Amounts paid as an advance are not invested and do not earn
interest.
Should the Client make payments after an invoice has been
settled using funds from the advance, the amounts paid by the
Client will be retained as an advance against future fees.b. Invoice Payments
Invoices must be settled within 30 days of the date indicated.
After this period, Fiduciaria Ortelli SA reserves the right to charge
late payment interest at a rate of 5% per annum (legal interest
rate). -
CONCLUSION
The engagement of Fiduciaria Ortelli SA will terminate upon the
completion of an operation, including subsequent activities such
as registrations, filings, or compliance formalities, or, in
contentious matters, on the day a decision is issued or a
settlement agreement is reached.
The filing of legal remedies against decisions made by tax
authorities or other authorities, as well as the recovery of costs
and/or expenses from third parties, is not considered part of
Fiduciaria Ortelli SA's engagement for a specific case.
If the Client or Fiduciaria Ortelli SA decides to terminate the
engagement, the Client must settle all fees and expenses
accrued up to the termination date. Fiduciaria Ortelli SA also has
the right to charge the Client for administrative expenses related
to the closure of the engagement, particularly for the time spent
gathering documents to be delivered or archived, as well as any
necessary photocopies. -
CONFIDENTIALITY
Fiduciaria Ortelli SA confirms that the confidential information
provided by the Client will always be protected by professional
secrecy, except in cases of disclosure required by mandatory
legal provisions. All letters, documents, information, or opinions
provided by Fiduciaria Ortelli SA to the Client during its
engagement are to be considered confidential and may only be
used in connection with the purpose of the assigned
engagement.
Unless instructed otherwise by the Client, Fiduciaria Ortelli SA is
authorized to correspond with the Client using email or other
electronic means. Should Fiduciaria Ortelli SA use such means of
communication, the Client acknowledges that Fiduciaria Ortelli
SA cannot guarantee their security and confidentiality, as the
internet is an inherently insecure communication medium. If the
Client wishes to correspond with Fiduciaria Ortelli SA via secure
emails, they are requested to contact Fiduciaria Ortelli SA to
discuss the matter. -
APPLICABLE LAW – JURISDICTION
The work performed by Fiduciaria Ortelli SA, as well as
these General Terms and Conditions, are governed by
Swiss law, excluding conflict-of-law rules.
Any dispute arising from the work performed by
Fiduciaria Ortelli SA will be subject to the exclusive
jurisdiction of the courts of Lugano, Switzerland.
However, Fiduciaria Ortelli SA reserves the right to
initiate legal actions before the court of the Client's
domicile or registered office, or any other competent
court, at its sole discretion. -
ENTIRE AGREEMENT
All work performed by Fiduciaria Ortelli SA is subject to the
General Terms and Conditions outlined in this document, as well
as the Engagement Letter, except for any differing agreements
made in writing between Fiduciaria Ortelli SA and the Client.
If one or more provisions of these General Terms and Conditions
are deemed invalid or unenforceable by any court, arbitral
tribunal, or other competent authority for any reason, the
remaining provisions will remain separately enforceable, unless
the General Terms and Conditions cannot achieve their primary
purpose without the affected provisions.
FEE SCHEDULE
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Introduction
a. This fee schedule applies from June 1, 2010. It is based on the Consumer Price Index as of
December 2009. Hourly rates will be adjusted annually to reflect changes in the Consumer Price Index. The rates are exclusive of VAT.b. Time spent traveling is generally charged as working time.
c. Services performed over the phone are treated the same as those performed at the office or on-site at
the client’s location.d. If urgency requires work to be performed outside normal working hours, an appropriate surcharge may be applied.
e. The partner may indicate on the invoice that the billing is in accordance with the OCCT fee schedule.
f. Upon the client’s request, the partner is required to provide a detailed invoice and make a copy of this fee schedule available to the client.
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Fees
2.1. Auditing, setup, bookkeeping, and closing of accounts, tax return preparation, liquidation of companies, settlements, and general fiduciary activities performed in a straightforward contexta. Partners and managers: CHF 210.– to CHF 320.– per hour
b. Qualified staff: CHF 150.– to CHF 210.– per hour
c. Other staff and secretarial services: CHF 80.– to CHF 140.– per hour
d. For audit engagements, a minimum functional fee of CHF 1,000.– will apply, in addition to the fees mentioned above.2.2 Tax, legal, business, and corporate consulting, as well as matters and engagements involving specific responsibilities
a) Partners and managers: CHF 270.– to CHF 450.– per hour
b) Qualified staff: CHF 190.– to CHF 320.– per hour2.3 Surcharge on fees from points 2.1 and 2.2
If the engagement involves particular responsibilities due to significant interests at stake or requires time commitments beyond standard working hours, the fees in points 2.1 and 2.2 may be increased by up to 25%, based on the complexity and/or urgency of the matter, with justification.2.4 Company formations and fiduciary
a) In addition to points 2.1, 2.2, or 2.3, for preparing materials necessary for company formation, a maximum surcharge applies:
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5‰ for the first CHF 250,000 of share capital
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4‰ for the next CHF 250,000 of share capital
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3‰ for the next CHF 250,000 of share capital
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2‰ for the next CHF 250,000 of share capital
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1‰ for amounts exceeding CHF 1,000,000 of share capital
The total fee, including hours worked and the surcharge, will be a minimum of CHF 1’500.
b) For fiduciary subscriptions of a legal entity's capital, the accountant is entitled to a commission of 1% to 2% of the subscribed nominal capital, with a minimum of CHF 1’500 and a maximum of CHF 10’000.
2.5 Deposits and mail forwarding
For the deposit of securities, valuables, or documents with the accountant, an annual fee of up to 2‰ of the nominal or market value (if available) of the entrusted items applies. A minimum annual fee of CHF 500 is always due. For mail forwarding services, a minimum annual fee of CHF 1,000 applies.
2.6 Executorships, estate divisions, donations, contracts, appraisals, and special acts
Fees are calculated based on the time spent as per point 2.2, with an additional charge of 0.25% to 1.25% based on the value of the estate, contract, or service provided.
2.7 Administration and management
a. For fiduciary ownership of assets, a fee of 5‰ of the gross assets applies, with a minimum of CHF 1’500 per year.
b. For portfolio administration, a fee of 3‰ to 6‰ of the gross assets or 3% to 6% of the gross income applies. For asset management, reference is made to industry association tariffs.
c. For property administration, a fee of 4% to 6% of rental income or imputed rental value and ancillary costs applies. This fee covers routine activities such as accounting, contract renewals, negotiations with authorities, and tenants. Special tasks such as tax issues or collections are charged according to points 2.1 and 2.2.
d. For initial rentals or the search for new tenants, a fee of 7% of the annual rent applies.
For condominium administration, the following schedule applies:Appraised Tax Value (CHF) ‰ of Appraised Tax Value Minimum Fee (CHF) Up to 1’000’000 3.5 3’000 Up to 2’000’000 3.0 3’750 Up to 4’000’000 2.8 7’000 Up to 6’000’000 2.6 11’700 Up to 8’000’000 2.4 15’600 Up to 10’000’000 2.2 18’700 Up to 15’000’000 2.0 24’200 Above 1.8 28’850 e. In cases b) and c) of this point, fees per points 2.1 and 2.2 may alternatively apply.
2.8 Collections
a) A fee of 10% for amounts up to CHF 5’000 and 7.5% for excess amounts applies, with a maximum of CHF 20’000, plus out-of-pocket expenses that cannot be charged to the debtor.
b) Alternatively, fees per points 2.1 and 2.2 may apply for this activity.
2.9 Board membership mandates
a. The minimum annual fee for a board membership mandate is CHF 3’500.
b. In addition to point a), fees based on time spent as per points 2.1 to 2.3 apply.
c. Fees per point a) may be reduced by up to 50% for inactive companies.
d. The fee for company domiciliation is a minimum of CHF 1’000 per year.
Reference is made to the tariffs of professional associations or prevailing market practices. -
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Expenses
a) Photocopies will be charged at CHF 1 per page.
b) Travel expenses will be calculated as follows:
- First-class train tickets and sleeping carriages for overnight travel;
- Business-class airfare for European flights, first-class airfare for flights outside
continental Europe; - CHF 1 per kilometer for travel by private vehicle;
- Actual meal and accommodation expenses.
c) Any other actual expenses incurred on behalf of the client.
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Advances
Pursuant to Article 2.5 of the Code of Conduct of the Order of Accountants of the Canton of Ticino, the accountant is authorized to request a reasonable advance at the commencement and during the course of the engagement. -
Disputes
Disputes regarding the application of this fee schedule or the Code of Conduct will be resolved by the Disciplinary Committee under the provisions of the statutes.
This fee schedule was approved in Lugano by the General Assembly of the Order of Accountants of the Canton of Ticino on May 26, 2010.