Version October 2026
1. Who we are
These General Terms and Conditions (the Terms) apply to all services provided by Venture Capital Studio Limited, 8/F, China Hong Kong Tower, 8–12 Hennessy Road, Wan Chai, Hong Kong, a private company limited by shares incorporated in Hong Kong under the Companies Ordinance (Cap. 622), company No. 79235951 (VCS, we or us).
2. Scope and precedence
The scope of each engagement is set out in an engagement letter, proposal or email confirmation (the Engagement). If the Engagement and these Terms conflict, the Engagement prevails. Your own terms do not apply unless we accept them in writing. By instructing us, you accept these Terms.
3. What we do, and what we are not
VCS designs and builds ventures and advises founders and investors on strategy, business plans, structuring, negotiation and fundraising. While VCS’s founder is a Swiss lawyer licensed in Geneva, VCS itself is not a law firm, and it is not a bank, a broker, an investment adviser or an asset manager. We do not hold client money or assets, and we do not give personal investment recommendations.
Where a matter requires a lawyer, a notary, an auditor, a licensed intermediary or another licensed professional, we may recommend one or coordinate their work, but they are engaged by you, in your name, and are solely responsible for their own advice.
4. Our obligation: best endeavours
We perform our services with the care and diligence of a professional adviser. Our obligation is an obligation of means (best endeavours), not an obligation of result.
In particular, we do not guarantee that a venture will succeed, that capital will be raised, that an investor, partner or buyer will be found, that a transaction will be completed or at what valuation, or any commercial, financial or tax result. Any timetable we give is an estimate.
5. Your obligations
You provide complete, accurate and timely information and documents, and tell us promptly of any change. We rely on what you give us and are not required to verify it. You are responsible for your decisions and for your own compliance with the laws that apply to you, including the rules on offering investments in each country where you raise capital.
6. Client due diligence
We may ask for identification and other know-your-client information about you, your beneficial owners and the source of funds, and may decline, suspend or end an Engagement if it is not provided or if continuing would expose us to legal, regulatory or reputational risk.
7. Fees, expenses and payment
Our fees are those agreed in the Engagement: a fixed fee, a retainer, a success fee, an equity participation, or a combination. An estimate is not a cap unless stated as one. Third-party costs are charged in addition, at cost, and may be requested in advance.
Invoices are payable within 30 days, in the currency stated, without deduction. If an invoice is unpaid when due, we may suspend our services after notice to you, and late-payment interest of 5% per year applies. A success fee or equity participation is due when the result defined in the Engagement is achieved, even if the Engagement has ended in the meantime, where that result follows from our work.
8. Subcontractors
We may use subcontractors and partner firms to perform all or part of the services. We remain responsible to you for their work as if it were ours, within the limits of clause 10.
9. Confidentiality and data protection
We keep confidential all non-public information you give us and use it only for the Engagement, except where disclosure is required by law or a competent authority, or where you have agreed to it. We process personal data as described in our Privacy Policy.
10. Limitation of liability
Our total liability for any claim arising from or in connection with an Engagement, whatever its legal basis, is limited to the amount of the fees actually paid to us in cash for that Engagement (excluding third-party costs and taxes). Where an Engagement runs for more than twelve months, the limit is the fees paid in the twelve months before the event giving rise to the claim.
We are not liable for indirect or consequential loss, including loss of profit, investment, business opportunity, data or reputation, nor for loss caused by information you provided or by decisions of investors, regulators, banks or other third parties.
Nothing in these Terms limits or excludes liability for unlawful intent or gross negligence, or any other liability that cannot be limited by law (article 100 of the Swiss Code of Obligations). Our services are for you only; no third party may rely on them unless we agree in writing.
11. Termination
Either party may end an Engagement by written notice. You pay the fees for the work done and the costs incurred up to the end, together with any success fee or equity participation due under clause 7. A party ending the Engagement at an inopportune time compensates the other for the resulting damage, as provided by Swiss law.
12. Documents and work product
Your original documents are returned on request. We keep copies of the file for five years after the end of the Engagement, or longer where the law requires. We keep the rights in our methods, including the 3S Venture System, know-how, templates and general materials; you may use the deliverables prepared for you for the purpose of the Engagement.
13. General
Neither party is liable for delay or failure caused by events beyond its reasonable control. If a clause is invalid, the rest of these Terms remains in force. We may update these Terms; the version in force when an Engagement starts applies to it. These Terms are written in English; the English version prevails over any translation.
14. Governing law and jurisdiction
These Terms and every Engagement are governed by Swiss law, excluding its conflict-of-law rules. The courts of Geneva, Switzerland, have exclusive jurisdiction, subject to any mandatory forum. VCS may also bring proceedings before the courts where you have your seat or domicile.