# Telcoin Association Auditor Proposal **URL:** \ **Category:** TIP\ **Created:** [December 27, 2024, 10:01am UTC](https://forum.telcoin.org/t/telcoin-association-auditor-proposal/411 "2024-12-27T10:01:54Z")\ **Posts on this page:** 3\ **Page:** 1
**Author:** ![timmahota](https://avatars.discourse-cdn.com/v4/letter/t/bcef8e/32.png) [@timmahota](https://forum.telcoin.org/u/timmahota)\ **Post date:** [December 27, 2024, 10:01am UTC](https://forum.telcoin.org/t/telcoin-association-auditor-proposal/411/1 "2024-12-27T10:01:54Z")
# 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 1. 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. 2. 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. 3. 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](mailto:parker@telcoin.org), or Tim Mahota at [tim@telcoin.org](mailto: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: 1. **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 1. **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. 2. **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. 3. **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. 4. **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. **Fiduciaria Ortelli SA** 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 1. **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. 2. **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. 3. **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. 4. **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. 5. **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. 6. **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. 7. **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. 8. **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. 9. **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. 10. **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 1. **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. 2. **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 context** 3. **Expenses** 4. **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. 5. **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. ---
**Author:** ![leo](https://avatars.discourse-cdn.com/v4/letter/l/c2a13f/32.png) [@leo](https://forum.telcoin.org/u/leo)\ **Post date:** [March 11, 2025, 10:14pm UTC](https://forum.telcoin.org/t/telcoin-association-auditor-proposal/411/2 "2025-03-11T22:14:26Z")
This proposal is live for voting at: [https://snapshot.box/#/s:telcoinplatformcouncil.eth/proposal/0x0de7fc5a93a63d6a733f64521260dd9985b781d762f934e7dc2e172be0fa57f6](https://snapshot.box/#/s:telcoinplatformcouncil.eth/proposal/0x0de7fc5a93a63d6a733f64521260dd9985b781d762f934e7dc2e172be0fa57f6) ---
**Author:** ![leo](https://avatars.discourse-cdn.com/v4/letter/l/c2a13f/32.png) [@leo](https://forum.telcoin.org/u/leo)\ **Post date:** [March 20, 2025, 10:39am UTC](https://forum.telcoin.org/t/telcoin-association-auditor-proposal/411/3 "2025-03-20T10:39:12Z")
The proposal passed on Mar 18, 2025