Inter-Company Services Agreement (no creation of IP)
PricewaterhouseCoopers AG
This automated document is to document under Swiss law the provision of services from one group company to another for transfer pricing purposes.
Author's Note
The Standard Services Agreement is a Swiss-law governed standard agreement for the provision of services between group companies. Intra-group services agreements may be required to evidence the transfer pricing of services that are provided by one group company to another. This template covers the provision of general and administrative services, including group functions and activities for which responsibility is often consolidated in certain group entities or geographies but where many companies in the group receive the benefit of the services. Examples include: General management services; Legal services; Finance services; Procurement services; Strategy and market development services; Functions performed by key senior personnel; Marketing support services; Brand management services; and IT services. This template does not include provisions relating to the ownership or assignment of intellectual property. If the...
Read moreThe Standard Services Agreement is a Swiss-law governed standard agreement for the provision of services between group companies. Intra-group services agreements may be required to evidence the transfer pricing of services that are provided by one group company to another.
This template covers the provision of general and administrative services, including group functions and activities for which responsibility is often consolidated in certain group entities or geographies but where many companies in the group receive the benefit of the services. Examples include:
- General management services;
- Legal services;
- Finance services;
- Procurement services;
- Strategy and market development services;
- Functions performed by key senior personnel;
- Marketing support services;
- Brand management services; and
- IT services.
This template does not include provisions relating to the ownership or assignment of intellectual property. If the performance of the services involves the creation or use of significant intellectual property, it is recommended to use the Services Agreement (Creation of IP) template.
Terms which are configurable to the user’s needs include:
- Purpose and background;
- Term and termination;
- Description of the services provided;
- Fee structure (fixed fee or costs plus a mark-up) and payment and reconciliation mechanisms;
- Sub-contracting and assignment rights;
- Provisions relating to notices;
- Dispute resolution, jurisdiction and arbitration; and
- Other boiler-plate provisions (e.g. confidentiality, force majeure).
This template assumes that the service provider is acting on a limited-risk basis and is therefore indemnified against any loss or damage arising out of its provision of the services.
Circumstances of Use
This document is intended to be used for intra-group transfer pricing purposes to document the provision of services from one group company to another.
The Standard Services Agreement may be used for cross-border transactions where the parties have agreed to use Swiss law.
Terms of Use
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You (the registered user through whose account the purchase is made) may:
- Access the document-generation interview for 90 days from date of purchase;
- Export and download an unlimited number of copies of the document(s) in Word or pdf format;
- Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong.
Exclusions and Limitations
The Standard Services Agreement assumes that no valuable intellectual property is created in the performance of the services.
Additional templates for the provision of services involving the use or creation of valuable intellectual property are available for these purposes.
Other Comments
No warranty or representation is given or made that the allocation of functions and risk and the related transfer pricing arrangements provided for in this document are appropriate in the specific circumstances of any given group of companies. No legal or tax advice is provided and nothing in this template or the related user interview shall be deemed to constitute the provision of legal or tax advice in relation to any fact or matter. Where necessary, specialist legal and tax advice should be sought together with input from group accounting functions prior to executing this agreement.
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Frequently asked questions
Yes. It is mandatory. You can choose from a variety of items such as: general management and administration services, legal services, finance services, procurement services, strategy and market development services, marketing support services, brand management services, IT services or other services. If the latter applies, you should review the standard recitals for appropriateness and add bespoke provisions as required.
If the services have already commenced, the agreement will have retrospective effect.
The agreement can be of fixed term or indefinite term. Additionally, it is possible to sign an initial term with extension. The extension can be of indefinite nature or consist of successive additional terms.
The notice period for termination can be one month, three months or six months. This must be noted in the agreement.
Two kind of services can be offered: Finance Services and Marketing Support:
Finance services include (1) financial consulting services, (2) budget setting and financial planning, (3) review of capital expenditure programs, (4) control of financial performance, (5) internal audit, (6) accounting or (7) other, which must be specified in detail.
Marketing Support includes: (1) customer relationship management, (2)customer relationship management, (3) identification and monitoring of sales leads and opportunities, (4) customer product training and guidance, (5) provision of product technical support, (6) sales teams development and training, (7) production of marketing materials, media campaigns and event collateral or (8) other, which must be specified in detail.
The services can be provided (1) on Company's request or (2) on an ongoing basis.
Yes, but this must be stated in the agreement. The agreement can be limited to a specific territory (or territories) or to a specific country (or countries).
Yes, if stated. Sub-contracting can be: (1) permitted freely, with the option to require notice of Company when sub-contracting is set, (2) permitted on notice, but Company's approval required for strategically significant aspects of sub-contracting, (3) not permitted
Although it is not intended that any IP is created, it is good practice to deal with ownership of any goodwill that might arise and allocate to either the Company or the Service Provider. Ownership of goodwill may affect transfer pricing. If services are also provided for the benefit of other entities in the group, consider how service fees should be allocated.
Yes, if included in the agreement and when it is anticipated that the Company may monitor the provision of the services. Be aware that it may be necessary to demonstrate compliance with such a provision.
Yes, but only if it is intended that annual budgets and similar materials will be requested (and provided). Be aware that it may be necessary to demonstrate compliance with such a provision.
Service Fees can be (1) fixed or consist of (2) costs plus mark-up. Regarding payment deadlines, you should consider whether payment deadlines are appropriate or necessary in an intra-group context.
Costs plus mark-up can be calculated through (a) flexible invoicing and payment terms thus enabling maximum flexibility, (b) payment of actual fees, calculated quarterly or (c) annual budget, on-account invoicing and year-end reconciliation
Warranties may include (1) standard warranty that each party has power to enter into and perform agreement (arm's length) or (2) explicit disclaimer of any warranties. The latter implies that the exclusion of warranties by the service provider creates greater risk for the other party.
The right for parties to terminate on the other party's change of control may be included in the contract. Furthermore, a right to require continued provision of the services after termination is common in complex services agreements or where services require transition to a third party.
You can either choose a (1) short clause which is recommended in agreements for services that are not dependent on IT and/or are mainly connected to activities performed by people. Alternatively, you can choose a (2) long clause which is used in agreements for complex services and/or where the provision of services is highly dependent on the use of IT. The number of days of non-performance until termination of the contract may be defined in the contract.
Yes, in an agreement, the parties may have more flexibility if email qualifies as writing (e.g. for the purposes of “written notice”). This must be specified in the agreement and may even allow termination. It is good practice to specify who is able to receive or send notices. Moreover, inserting a title is recommended, rather than an individual's name (e.g. "the Finance Director"), as roles and responsibilities change over time.
The confidentiality clause can be short or long depending on whether the agreement contains complex processes or highly sensitive or confidential information. With the latter, a long clause is recommended. The contents as well as its existence can be assigned to be confidential.
You may specify whether each party should bear their own costs arising from the negotiation, preparation, amendment, preservation and enforcement of the agreement, or whether one party should bear all the costs.
If there is a prior agreement relating to the same/similar subject matter as this agreement, you may explicitly state whether or not it is to be treated as superseded and replaced by this agreement.
Yes. You may specify a process for escalation of disputes to the parties’ senior representatives, prior to any litigation or arbitration.
You may choose to resolve disputes in court or through arbitration.
This agreement is governed by Swiss law. If you do not specify the place of jurisdiction, any court which is competent under Swiss law will have jurisdiction to resolve a dispute.
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FinSA and FinIA: Differences resolved between the National Council and the Council of States On 12 June 2018, the National Council resolved the last differences on the Financial Services Act (FinSA) and the Financial Institutions Act (FinIA). Thus, the FinSA and the FinIA are ready for the final votes, which will take place on Friday, 15 June 2018.
Get up to Speed on the EEA Agreement Amendment On 31 May 2018 the EEA Joint Committee reached a decision without reservation regarding the implementation of Solvency II Level 2 and EMIR Level 2 frameworks. Thus, as of 1 June 2018, the EMIR and Solvency II Level 2 delegated acts are applicable to Liechtenstein, Norway and Island.
EMIR Transaktionsreporting und Solvency II in Liechtenstein Go Live – Kommen Sie auf den neusten Stand bzgl. der EWR Vertragsergänzung Am 31. Mai 2018 beschloss der gemeinsame EWR-Ausschuss die vorbehaltslose Implementation der Solvency II Level 2 und der EMIR Level 2 delegierten Rechtsakte. Folglich wurden per 01. Juni 2018 die EMIR und Solvency II Level 2 Rechtsakte in Liechtenstein, Norwegen und Island anwendbar.
FinIA and FinSA on the right track On 29 May 2018, the National Council passed its resolution on the Financial Services Act (FinSA) and the Financial Institutions Act (FinIA). Shortly thereafter, on 4 June 2018, the Council of States discussed about FinSA and FinIA and resolved the following differences:
FINSA and FINIA: Only few differences remaining On Tuesday 29 May 2018, the National Council discussed again about the Financial Services Act (FinSA) and the Financial Institutions Act (FinIA). After the resolution of the National Council a few differences remain to the text approved by the Council of State.
How tightened corruption laws affects compliance management systems With the revision of the Criminal Law on Corruption, the criminal responsibility of companies and their management is gaining in importance.
Switzerland introduces the clearing obligation for certain derivatives for FC+ and NFC+ The Swiss Financial Market Supervisory Authority FINMA has recently announced that it will introduce the clearing obligation, meaning to clear certain derivatives over central counterparties, under the Swiss Financial Market Infrastructure Act (FMIA) that are traded by counterparties having the status of either an FC+, meaning large Financial...
A primer on cryptocurrencies trading regulation in Switzerland This primer seeks to give an overview of the key obligations under Swiss regulatory laws related to cryptocurrencies and asset management related to cryptocurrencies.
An initial coin offering (ICO) or a token sale is when a company sells a predefined number of digital tokens to the public in a limited period of time. The ICO market has grown very rapidly in recent months and has been a new avenue for blockchain-based start-ups and projects to get the funding needed to launch their projects.
Partial entry into force of the Swiss DLT-act On 1 February 2021, the parts of the Swiss DLT-act that introduce ledger-based securities (i.e. register uncertificated securities) to Swiss law have entered into force. The remaining provisions of the DLT-act will enter into force on 1 August 2021.
The E-ID Act from a data protection perspective On 7 March, the E-ID Act will be put to the vote in Switzerland. Especially in the area of data protection, opponents and supporters disagree on the extent to which the introduction of the law would cause problems.
Platform Economy: Prepare for the future and outshine with an online matchmaker Platform business models has changed how businesses are conceptualised and conducted. Interested to know more about the value of a platform business model?
A unique opportunity to become a responsible business role model With the narrow rejection of the Swiss Responsible Business Initiative (RBI), Swiss companies will have the challenge of aligning with stricter, EU-inspired standards in terms of corporate disclosure and sectoral human rights due diligence. In this blog post we explain how you can take the reins and become best in class – and why the current...