General commercial conditions
1.1. The present General Commercial Conditions are intended to govern the commercial relations between Fidulink by Suxys Ltd (" FIDULINK ") and its clients (" Client "). On the basis of these General Commercial Conditions, FIDULINK will provide the Customer with various services such as the creation of companies (" Society ") and certain related additional services (" Additional Services ») as well as assistance in opening accounts with banks or non-bank financial service providers (" Opening a Bank Account »).
1.2. These General Commercial Conditions form an integral part of any contract concluded between the Client and FIDULINK by signing a FIDULINK form, whether signed online or on paper (" Contract "). By entering into a Contract with FIDULINK, the Customer accepts these General Commercial Conditions. A list of prices and a list of services are available on the FIDULINK website ( www.fidulink.com ).
1.3. All other general conditions which deviate from, contradict or supplement these General Commercial Conditions will be excluded from any Contract, unless otherwise expressly agreed in writing between the Client and FIDULINK.
1.4. In the event of a conflict between these General Commercial Conditions and any Contract, the provisions of the Contract shall prevail over these General Commercial Conditions.
1.5. FIDULINK reserves the right to modify the General Terms and Conditions at any time with immediate effect. The Customer will be informed of these changes by written notification. Amendments will be deemed approved by the Client, unless FIDULINK receives a written objection in this regard within four weeks from the date of notification.
Foundation and management of a Company and Additional Services
2.1. FIDULINK may provide the Client with a company formation service, in the jurisdictions specified on the list published on the FIDULINK website ( www.fidulink.com ). FIDULINK may also organize, whether through FIDULINK affiliates or third parties, the provision of Additional Services such as the appointment of fiduciary directors, fiduciary shareholders, Internet merchant account, company logo, stamp of company, company stamp, power of attorney, notarized certification and apostille on documents. The term “affiliated companies” means, with respect to FIDULINK, a subsidiary or a holding company of FIDULINK or any other subsidiary of this holding company.
2.2. All Additional Services will be provided on the basis of a specific agreement between the Client and the relevant Additional Services provider, except for seals, stamps and logos, notarized certification and apostille.
Opening of bank account
2.3. FIDULINK can assist the Client in the context of opening an account with a bank or a non-bank financial service provider (" Bank "). In this context, FIDULINK can offer the Client a list of Banks, but it is the Client who is responsible for choosing the Bank. The Client can choose either a Bank from the list of Banks provided by FIDULINK or a third-party Bank. The successful implementation of additional services such as credit cards, check books or Internet banking access is not guaranteed and is offered as is and without warranty. The service may only be used for lawful purposes as determined by applicable law.
FIDULINK reserves the right to refuse all or part of the services it offers to a Client without reason or explanation, and can not, under any circumstances, be held responsible for this refusal.
Although FIDULINK strives to provide truthful and correct information on all of its services, it does not provide legal advice. It is the Client's responsibility to ensure that he receives all the necessary legal and tax advice with regard to the establishment and operation of the Company, and to ensure that the activities do not infringe the law of any competent jurisdiction.
The Client guarantees that he will not use any of the rights granted in a Contract for illegal, obscene, immoral or defamatory purposes and will not discredit FIDULINK in any way. The Customer may not under any circumstances use or associate the name of FIDULINK, in whole or in part, for commercial purposes. Where applicable, FIDULINK reserves the right to cooperate with any official investigative authority in the event of an allegation of breach against the Client.
The Client will provide FIDULINK with any information deemed necessary by the latter in order to ensure that the Company complies with the applicable legislation on the fight against money laundering and due diligence. It is the Customer's responsibility to ensure that the information provided to FIDULINK is correct. The Client also declares to FIDULINK that the goods or funds brought into a Company do not constitute, directly or indirectly, the proceeds of a crime or any other illegal activity. In order to allow FIDULINK to meet its legal obligations, the Client will keep FIDULINK fully and quickly informed of any change concerning the economic beneficiary, the shareholders and the directors of the company. The economic beneficiaries indicated by the Client will sign a “form A” as required by the Contract. The Client will inform FIDULINK of the nature of his company's activities without delay and any change will be subject to FIDULINK's prior written consent.
The provision of supporting documents in relation to due diligence may in particular and without being exhaustive include: certified original copies of identity documents, proof of address dated less than 3 months, bank reference letters, certified original copies of documents companies, as well as originals of certified translations if applicable. All certification must be produced according to the requirements of the applicable jurisdiction and according to any instructions from FIDULINK. The Client has the obligation to submit the documents required to meet the due diligence obligations before the start of the FIDULINK services.
8.1. The Customer undertakes to pay the fees claimed by FIDULINK. The FIDULINK fee schedule appears in the fee list published on the FIDULINK website (www.fidulink.com ). In addition to the costs mentioned on the site, the Client acknowledges having to reimburse all the costs incurred, including, but not limited to, the costs incurred during the convening or participation in the meetings of directors, shareholders or secretaries, the costs of convening or attendance at any extraordinary general meeting of the Company, the costs related to the preparation of any forwarding of notification or declaration and all other similar costs. FIDULINK begins an execution phase only after receipt of full payment of the fees.
All fees and charges are payable in the currency designated by FIDULINK, which is usually Euro. The Customer is not authorized to withhold fees and expenses following complaints related to any service, warranty or liability. Likewise, any right to set off on the part of the Customer is hereby excluded.
Foundation and Management of a Company
8.2. In addition to the annual fees, the Client must pay FIDULINK a single lump sum to allow the creation of a Company (“incorporation fees”). The incorporation fees vary by jurisdiction and include the provision of a registered office of the Company (address), the provision of a resident agent as well as all the documents so that the Company can be fully operational from day one. registration, namely: the certificate of incorporation issued by the local registry; the statuses ; the resolution relating to the appointment of the director and the distribution of the shares and the share certificate (s).
The annual fee is a flat fee payable annually upon registration or renewal of the Company. They include the maintenance of the Company in relation to the local laws of the jurisdiction as well as the renewal of the registered office, the registered agent and government fees of the jurisdiction concerned. These fees are not refundable.
The Client is liable to FIDULINK for all other taxes such as government taxes, duties, taxes and other payments to third parties as well as fees and transfer fees of directors or trustee shareholders, including disbursements and all minor justifiable expenses.
SPECIAL CONDITIONS FOR PAYMENTS BY CARD
8.3. If payment of the annual fee is due and overdue despite regular billing by FIDULINK and reasonable efforts to notify the Client of such failure, the Client agrees that FIDULINK may debit from the Client's (debit or credit) card. any outstanding amount of this nature, including any penalty or fine imposed to restore the company to good registration status.
In this case, the Client further accepts that FIDULINK will have 60 days from the debit date to pay any annual registration fees relating to the Client's company, and that any amount debited as a registration penalty will also include any additional penalty amount relating to the 60-day waiting period.
Opening a Bank Account
8.5. The Customer is indebted to FIDULINK for a lump sum for the provision of its services related to the opening of a bank account. These administrative fees can be modified at any time without notice. The administrative fees are expressed in euros (EUR). The Customer will have to pay the administrative fees before FIDULINK begins to perform the service. The Client may pay the administrative fees to FIDULINK using a valid Visa or MasterCard credit card and in his name, or by bank transfer. Customers who transmit to FIDULINK the data of a credit card as a means of payment accept that FIDULINK invoices their credit card for the full amount of the administration fees for the account they have chosen in addition to the cost of the courier service. if requested.
Appointment of a director
8.6. The Client certifies that all the persons to be appointed as director of a company according to the order form submitted to FIDULINK and who have not already signed a declaration of acceptance of mandate have indeed consented to their mandate as director at the time of registration of the company and that each natural person appointed as director has reached the age of 18.
Other contributor services
8.7. The Customer is indebted to FIDULINK for a non-refundable lump sum for the provision of its services relating to a connection with third-party service providers or assistance with a view to applying for the obtaining of such services from third-party providers. This sum is collected exclusively to cover FIDULINK's costs. The Customer acknowledges that FIDULINK will not be a party to any contractual relationship established between the Customer and the third-party service provider. The Client acknowledges that FIDULINK is likely to receive a business introducer premium from the third-party service provider in the event of acceptance by the Client and the Client expressly waives any claim for the retrocession of such premium.
The Client and FIDULINK may send each other instructions, notifications, documents or any other communication by mail, email, through the dedicated FIDULINK internet portal or by fax, SUBJECT, that FIDULINK can send expense reports or fees attached by email. The Client and FIDULINK must keep all instructions, notifications, documents or any other communication as proof. All communications intended for FIDULINK will be sent to its head office or to any other address that FIDULINK will have notified to the Client in writing at any time and all communications intended for the Client will be sent to its address or to any address other than the Client. will have notified FIDULINK in writing at all times, including the poste restante instruction which must be approved in writing. Since FIDULINK must at all times be able to contact the Client if necessary, the Client undertakes to immediately inform FIDULINK if he changes his address, e-mail address or telephone / fax number. In the event that the Client intends to terminate all FIDULINK services for a particular company or several companies, any termination notification made by email should be sent to email@example.com .
10.1. FIDULINK will process personal data which, according to the definition of the General Data Protection Regulation (RGPD / GDPR), which includes any information relating to an identified or identifiable natural person, also referred to as a “data subject”. An identifiable natural person is a person who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, a connection identifier, or by one or more factors specific to the physiognomic, physiological, genetic, mental, economic, cultural or social identity of this natural person.
Data processing means any operation or set of operations carried out on personal data, whether automated or manual, such as the collection, recording, organization, structuring, storage, retrieval, consultation, adaptation or modification, use, communication by transmission, dissemination, erasure or destruction of such data, as well as the provision, arrangement or combination of data, their restriction or deletion.
The recipients of the personal data include the companies of the FIDULINK group acting as subcontractor or auxiliary, the agents resident in the jurisdictions related to the services, our IT and telecommunications suppliers, other third-party suppliers including banks with which the Client has expressly desired to be presented, public registers of companies, or legal authorities. Each of these disclosures will be made in accordance with the GDPR and our relationships with third parties will be contractual, by which both parties submit to GDPR obligations such as the obligation of confidentiality for anyone who processes the personal data of data subjects.
In order to comply with know-your-customer obligations ("KYC") and to ensure that services are provided correctly, the data processed includes the details of the Client, such as first and last names, nationality, date of birth , domicile and residence addresses, passport numbers, passport validity dates, and contact details of identifiable persons, as well as supporting documents confirming this personal data and the Customer's instructions for services.
The Customer has the obligation to keep his personal data with FIDULINK up to date throughout the contractual relationship, and to submit any supporting documents in connection with his obligation to keep it up to date in the forms prescribed by FIDULINK.
10.3. The Customer acknowledges that he can obtain more information by contacting FIDULINK or by sending an email to firstname.lastname@example.org . All communication will be done in English. Any other language may be used by FIDULINK at its sole discretion, only as a courtesy to the Client.
10.4. The Customer is informed that he has the right to withdraw consent. The withdrawal of consent does not affect the legality of the processing prior to the withdrawal, nor the legality of a continuation of the processing if another reason justifying the processing exists, such as compliance with legal obligations.
The Client guarantees to FIDULINK that he has obtained the full consent of any third party data subject whose personal data is transmitted to FIDULINK by the Client, and that this consent covers the processing by or through FIDULINK of the personal data of this third party data subject for reasons of service provision or compliance with prudential obligations.
10.5. FIDULINK, its directors, employees or agents, are required to treat data confidentially. Despite all security precautions, data, including e-mail communications and personal financial data, may be viewed by unauthorized third parties during transmission between the Client and FIDULINK. For the purposes of communicating with FIDULINK, Customer may be required to use software produced by third parties, including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by FIDULINK. .
The Client will bear the risk of any prejudice resulting from a legal incapacity related to his person or his lawyers or other third parties, unless this incapacity has been communicated to FIDULINK in writing.
12.1. Without prejudice to any specific provision, any damage resulting from an error or omission on the part of FIDULINK, its directors, employees or agents must be borne by the Client, unless FIDULINK, its directors, employees or agents do not '' have committed gross negligence or fraud or any other liability which cannot be excluded under applicable law. FIDULINK will not be responsible for any loss suffered due to mechanical failure, strike, delay or failure of any staff, management or custodian in the performance of their duties. .
12.2. Any damage caused by or arising, directly or indirectly, from error, failure, negligence, act or omission by any other person, system, institution or payment infrastructure will be borne by the Customer.
12.3. FIDULINK cannot be held responsible if the Additional Services cannot be implemented. FIDULINK's liability for Additional Services is strictly limited to the selection, instruction and supervision of its affiliates or any other third party.
12.4. Any damage or loss resulting from the use of postal services, telegraph, telex, facsimile, telephone, and other means of communication or means of transport, and particularly loss resulting from delays, misunderstandings, deteriorations, Ill-treatment inflicted by third parties or the duplication of copies, are the responsibility of the Customer, unless FIDULINK has committed serious negligence.
12.5. FIDULINK cannot be held responsible in the event of failure of one of the means of communication necessary for the performance of the services provided for in the Contract, or for any mail or call received within the framework of the services provided for in the Contract. FIDULINK bears no responsibility for any loss or damage arising from the use or faxing of instructions, including where the transmission has failed, is incomplete or lost.
12.6. In the specific case of opening a Bank account, FIDULINK acts as a third party in the relationship between the Bank and the Client. Consequently, FIDULINK can in no way be held responsible for the relationship between the Bank and the Client. FIDULINK does not have the power to act and does not claim to act as an employee, representative or member of the management of the Bank and / or to sign in its name or to incur any liability whatsoever at the name of the bank.
13.1. Any Contract lasts for the period indicated and will then be automatically renewed for successive periods equal to the length of the initial term. For all other aspects, any Contract will be automatically renewed under the same terms and conditions. FIDULINK or the Client may terminate any Contract for the term referred to therein, or for the end of any extension or renewal period, by giving at least two months' notice in writing to the other party. Termination is understood to be without prejudice to any rights or obligations of a party arising prior to termination or arising with respect to any act or omission committed prior to termination. The right to immediate termination for just cause is reserved.
13.2. In the event of violation by the Client of applicable laws or of these General Terms and Conditions, FIDULINK may terminate any Contract with immediate effect, including a Contract for Additional Services provided by companies affiliated with FIDULINK or by third parties. In such a case, the Client must take all necessary measures to replace any position that becomes vacant in any Company following such termination and it is expressly agreed that FIDULINK cannot be held liable for any damage following such immediate termination.
Foundation and Management of a Company
13.3. Any Contract for the operation of a Company is valid for a full year. In the event that the Client terminates the contract or requests FIDULINK to transfer the management of the Company to another agent or company service provider or to liquidate the company, FIDULINK will not transfer or liquidate the Company until all outstanding payments, all expenses and / or fees (including but not limited to government taxes, duties, taxes and other payments to third parties as well as fees related to directors or trustee shareholders and a transfer fee of € 750,00) have been paid in full.
As soon as the Company has been incorporated and is registered in the relevant jurisdiction, the Client undertakes to sign an agency contract. Failing this, FIDULINK reserves the right to refuse to send the Customer the social documents relating to the Company as long as the aforementioned mandate contract is not signed by the Customer.
The Client will receive a full refund of the incorporation fee, less courier costs, if the following three conditions are met: (i) FIDULINK is unable to create a Company for the Client AND (ii) FIDULINK has received all the necessary documents duly completed by the Client, including a copy of a valid identity document of the Client which has been authenticated in accordance with the specific instructions of the Convention on the Due Diligence of Swiss Banks and any documents requested from the Client by FIDULINK, such as, in particular utility bills not older than 3 months, a curriculum vitae and a reference letter from a bank AND (iii) the request for reimbursement is submitted within 60 days of the payment of the constitution costs by the Client.
Opening a Bank Account
13.4. The service ends with the opening of the account by the Bank and thereafter all relations are made between the Client and the Bank.
Any Customer may decide to cancel his request within 3 calendar days of his request to open a bank account. The Client will receive a full refund of the installation fee, less courier costs, if the following three conditions are met: (i) The Bank, with the help of FIDULINK, is not able to open for the Client an account AND (ii) FIDULINK or the Bank has received all the necessary documents duly completed by the Client, including a copy of the valid identity document of the Client which has been authenticated in accordance with the precise instructions of the Agreement relating to the due diligence obligation of Swiss banks and any document requested from the Client by FIDULINK, such as, but not limited to credit card account statements, utility bills, employment contract, certificate of incorporation or 'other proof of the economic origin of the funds. This is the only case where refunds are offered. No refund will be offered, for whatever reason, if the customer decides to cancel their request after 3 calendar days.
13.5. Any refund can only be made through the same method of payment as that used for the payment to FIDULINK.
If any clause contained herein is or may become, under any written law, or is considered by a court or administrative body or any competent jurisdiction to be, unlawful, invalid, prohibited or unenforceable, then such clause is deemed to be inoperative. to the extent of such illegality, nullity, invalidity, prohibition or inapplicability. The other clauses will remain in force.
For the performance of its services, FIDULINK reserves the right to hire subcontractors who will be under its authority. The rights and obligations of the Client resulting from a Contract may only be transferred to third parties with the written consent of FIDULINK.
This Agreement is governed and established in accordance with UK law. Any disagreement between the parties arising in connection with the Contract, including in matters relating to its conclusion, validity or termination, is subject to the exclusive jurisdiction of the courts in England.