GENERAL TERMS AND CONDITIONS OF SALE

Between the undersigned:

The company B’COMPLIANCE & ADVISORY, a simplified joint-stock company with a capital of 10,000 EUR, whose registered office is located at 18 rue Mirabeau 54800 Jarny, FRANCE, registered with the Trade and Companies Register under SIREN number 945 406 395, represented by its current President, duly authorized for the purposes hereof.

Hereinafter referred to as “the Service Provider”,

AND

Any natural or legal person, acting as a professional or consumer, wishing to benefit from the Service Provider’s services.

Hereinafter referred to as “the Client”,

The Service Provider and the Client being hereinafter individually referred to as a “Party” and collectively as the “Parties”.

 

Article 1 – Definitions

Term	Definition
Professional Client	Refers to any Client, natural or legal person, acting for purposes falling within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity, including when acting on behalf of another professional.
Consumer Client	Refers to any Client, natural person, acting for purposes not falling within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity.
Services	Refers to all administrative support services provided by the Service Provider.

Article 2 – General Provisions

2.1. These General Terms and Conditions of Sale (hereinafter the “GTC”) constitute the framework agreement governing all contractual relations between the Service Provider and the Client. Specific provisions for Consumer Clients are detailed in Appendix 2.

2.2. The Client is deemed to have read and fully, entirely, and unreservedly accepted these GTC, in their version in force on the date of the order, as soon as they sign a quote issued by the Service Provider or place an order by any other written means. For Professional Clients, this acceptance implies a waiver of the right to invoke any other document, including their own general terms and conditions of purchase.

2.3. The Service Provider reserves the right to modify these GTC at any time. However, modifications will only apply to orders placed after their entry into force.

Article 3 – Purpose and Nature of Services

3.1. Description of Services

The Service Provider offers administrative support Services to companies. These Services include, but are not limited to, the completion of administrative formalities related to the formation or modification of companies (drafting and filing of legal forms, publication of legal notices), the coordination of procedures with public bodies (commercial court registries, tax administrations), and combined administrative services, in accordance with the detailed quote accepted by the Client.

3.2. Express exclusion of any advisory mission:

It is expressly agreed between the Parties that the Services provided by the Service Provider are strictly administrative in nature.

They formally and absolutely exclude:

• any form of legal advice, particularly on the choice of legal form, the drafting of specific statutory clauses, or the analysis of the legal consequences of an operation;
• any form of tax advice or tax optimization, particularly on the structuring of financial flows, the applicable tax regime, or the Client’s reporting obligations;
• any form of financial or investment advice;
• any mission of legal representation of the Client before any authority.

3.3. Client’s role and responsibility:

The Client acknowledges and assumes sole decision-making responsibility for the advisability, legality, and consequences of any kind of the operations for which they mandate the Service Provider. The Client declares and guarantees that, under their sole and full responsibility and prior to any mission entrusted to the Service Provider, they have consulted their own specialized advisors (tax lawyers, business lawyers, chartered accountants) to validate the structure, purpose, and compliance of their operations with all applicable regulations.

3.4. Mandate:

By accepting these terms, the Client expressly grants the Service Provider a mandate, within the meaning of Articles 1984 et seq. of the Civil Code, to carry out, in their name and on their behalf, the administrative formalities defined in the quote.

3.5. Subcontracting:

The Client expressly authorizes the Service Provider to use subcontractors for the execution of all or part of the Services, the Service Provider remaining solely responsible to the Client for the proper execution of contractual obligations.

 

Article 4 – Orders

4.1. Each Service is preceded by the issuance of a detailed quote by the Service Provider, specifying the nature, scope, price of the formalities to be completed and, for the Consumer Client, the pre-contractual information required by the Consumer Code.

4.2. The order is deemed formed and irrevocable upon receipt by the Service Provider of the quote, duly dated and signed by the Client and bearing the mention “Agreed”, accompanied by the payment of any stipulated deposit.

4.3. The Service Provider reserves the right to refuse any order for a legitimate reason, particularly in the event of non-compliance of the contemplated operation with its internal risk and compliance policies.

 

Article 5 – Service Provider’s Obligations

5.1. The Service Provider is bound by an obligation of means. It undertakes to carry out the administrative due diligence and formalities defined in the quote with the required care and competence, in accordance with industry standards and based on the information and documents provided by the Client. The Service Provider notably undertakes to inform the Client of the progress of the file and to provide them with proof of the formalities completed.

5.2. The Service Provider’s liability cannot be sought in the event of delay, refusal of registration, or an unfavorable decision from an administration, provided that the Service Provider has carried out the required due diligence based on the elements provided by the Client.

 

Article 6 – Client’s Obligations, Declarations, and Guarantees

6.1. General obligation of legality:

The Client guarantees that the purpose and objective of the operation for which they mandate the Service Provider are lawful and do not contravene any legal or regulatory provision, whether national, European, or international. The Client guarantees not to organize schemes constituting tax fraud or evasion, money laundering, or any other illegal activity.

6.2. Guarantee of tax and regulatory compliance:

The Client guarantees that they comply and will continue to comply with all their reporting and payment obligations to the tax authorities of their country or countries of tax residence, as well as those of the country of registration of their company.

6.3. Guarantee of economic substance:

The Client guarantees that they will develop real economic activity and establish appropriate economic substance (premises, personnel, material resources) in the country of registration of their company. They acknowledge having been warned that operating a company without substance is a major risk factor for tax reclassification.

6.4. Obligations under the fight against money laundering and terrorist financing (AML/CFT):

The Client acknowledges that the Service Provider is a person subject to AML/CFT obligations. As such, the Client undertakes to cooperate without delay with the Service Provider and to provide, upon first request, any document required for their identification and that of their ultimate beneficial owners (UBOs).

6.5. Obligation of collaboration and provision of information:

6.5.1. The Client undertakes to provide the Service Provider, within the required deadlines, with all information and documents (identity documents, proof of address, corporate documents, etc.) necessary for the performance of the Services.

6.5.2. The Client guarantees that the information transmitted is complete, accurate, up-to-date, and truthful. They are solely responsible for the consequences of any omission, inaccuracy, or erroneous information.

6.5.3. The Client undertakes to inform the Service Provider in writing of any change relating to their situation or that of their company (change of director, address, beneficial owner, etc.) within fifteen (15) days from the event.

6.6. Indemnification clause:

The Professional Client undertakes to indemnify and hold harmless the Service Provider against all financial consequences (including administrative sanctions, fines, legal costs, and attorney’s fees) resulting from any false declaration, any breach of these GTC, or any unlawful or fraudulent use of the Services.

 

Article 7 – Price and Payment Terms

7.1. The prices of the Services are stipulated in euros (EUR) and exclusive of tax (HT) in the quote. The applicable VAT is that in force on the day of invoicing.

7.2. Unless otherwise expressly agreed in the quote, the price of the Service is payable in full upon order.

7.3. By way of derogation and if expressly provided for in the quote, the Service Provider may grant the Client the possibility of paying the price in two installments: a first deposit of 50% payable upon order, and the remaining 50% payable upon delivery of the Service, before any transmission of final documents. The execution of the Service is conditional upon the effective payment of the deposit.

7.4. For Professional Clients, in the event of late payment of the balance, penalties calculated at the interest rate applied by the ECB to its most recent refinancing operation plus 10 percentage points, as well as a fixed compensation for recovery costs of €40, will be automatically due.

 

Article 8 – Liability

8.1. The Service Provider’s liability can only be engaged in the event of proven and exclusive fault in the performance of its administrative mission. The Service Provider’s obligation being an obligation of means, it cannot be held responsible for not having achieved a result that did not depend exclusively on its intervention.

8.2. The Service Provider incurs no liability for indirect damages suffered by a Professional Client. Indirect damages include, but are not limited to, loss of turnover, loss of profit, loss of opportunity, damage to image, or any commercial prejudice.

8.3. In any event, for Professional Clients, the Service Provider’s liability, if it were to be engaged for any reason whatsoever, is expressly limited, all causes of damage combined, to an amount not exceeding the amount exclusive of tax (HT) actually received by the Service Provider in consideration for the Service giving rise to the liability. This limitation of liability constitutes an essential condition of the Parties’ agreement, without which the proposed pricing conditions would have been different.

 

Article 9 – Suspension, Termination, and Cancellation

9.1. The Service Provider reserves the right to suspend the performance of its obligations or to terminate the contract automatically, without notice or judicial formality and without compensation, at the exclusive fault of the Client, in the event of the Client’s breach of any of its obligations stipulated herein, particularly in Article 6. Termination occurs without prejudice to any damages that the Service Provider may claim.

9.2. In the event of cancellation of the order by the Professional Client after its acceptance, for any reason whatsoever except force majeure, a fixed and irreducible cancellation fee will be due to the Service Provider, calculated on the total amount of the Service fees exclusive of tax, according to the following scale:

• Before any commencement of execution by the Service Provider: 10% of the fee amount, for administrative and file opening costs.
• After the start of execution (file analysis, document preparation) but before any filing with administrations: 60% of the fee amount.
• After filing the file with one or more administrations: 100% of the fee amount.

9.3. Third-party costs already incurred by the Service Provider on behalf of the Client (registry fees, legal notice, etc.) remain fully due by the Client.

 

Article 10 – Confidentiality

10.1. The Service Provider is bound by a strict obligation of confidentiality regarding the information and documents transmitted by the Client.

10.2. This obligation is automatically lifted in the event that law or a competent authority requires the Service Provider to disclose information, particularly within the framework of its obligation to report suspicions to TRACFIN.

 

Article 11 – Intellectual Property

11.1. The Service Provider remains the owner of all its intellectual property rights relating to the elements, methods, and know-how used for the performance of the Services.

11.2. The conclusion of this contract does not entail any transfer of intellectual property rights to the Client.

 

Article 12 – Personal Data (GDPR)

12.1. The processing of the Client’s personal data is carried out by the Service Provider for the purposes of managing the contractual relationship and complying with its legal obligations, particularly AML/CFT.

12.2. Within the framework of the performance of the Services, the Client is informed and expressly accepts that their personal data (identity, address, etc.) may be transmitted to third-party subcontractors (hereinafter the “Processors”), such as registration agents, legal notice publication services, or other partners, whose intervention is necessary for the completion of the mission.

12.3. The Service Provider guarantees that these Processors are located in the European Union or in a country ensuring an adequate level of protection, and that they are bound by a contract compliant with the requirements of Article 28 of the GDPR, imposing security and confidentiality obligations at least equivalent to those of the Service Provider.

12.4. Data is retained for the duration of the contractual relationship, then archived for the applicable statutory limitation period.

 

Article 13 – Renewal of Recurring Services

13.1. Services with successive execution (domiciliation, etc.) are subscribed for an initial period of one (1) year.

13.2. Upon expiry, these services are tacitly renewed for successive periods of one (1) year, unless terminated by one of the Parties by registered letter with acknowledgment of receipt, respecting a notice period of ninety (90) days before the expiry date.

 

Article 14 – Applicable Law and Competent Jurisdiction

14.1. These GTC and the operations resulting therefrom are governed and interpreted in accordance with French law.

14.2. For Professional Clients, any dispute relating to the validity, interpretation, execution, or termination of the contract shall fall within the exclusive jurisdiction of the commercial court in whose district the Service Provider’s registered office is located, even in the event of multiple defendants or third-party claims.

14.3. For Consumer Clients, disputes will be brought before one of the territorially competent courts under the Code of Civil Procedure.

 

Article 15 – Miscellaneous Provisions

15.1. Force majeure:

Neither Party shall be held liable for the non-performance of its obligations if such non-performance is due to the occurrence of a force majeure event within the meaning of Article 1218 of the Civil Code. If the impediment is temporary, the performance of the obligation is suspended. If the impediment is definitive or extends beyond thirty (30) days, the contract will be terminated automatically.

15.2. Severability:

The nullity of a contractual stipulation does not entail the nullity of the GTC, unless it is a determining clause that led one of the Parties to conclude the contract.

15.3. Entire agreement:

These GTC and the quote accepted by the Client constitute the entire agreement between the Parties. They replace and cancel any prior verbal or written agreement, communication, offer, or proposal.

15.4. Non-waiver:

The fact that one of the Parties does not invoke a breach by the other Party of any of its obligations shall not be interpreted in the future as a waiver of the obligation in question.

15.5. Proof agreement:

Unless otherwise provided by law, it is expressly agreed that the data, information, and files stored in the Service Provider’s computer systems shall have probative force between the Parties.

 

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APPENDIX 1 – SPECIAL CONDITIONS

These special conditions supplement and clarify the GTC for the specifically mentioned Services.

A. Company Formation Formalities Service

1. The Service Provider is subject to an obligation of means regarding company registration. In the event of a refusal of registration by the competent registry for a reason not attributable to a fault of the Service Provider (e.g., company name already in use, refusal related to a director’s profile), the latter cannot be held responsible.
2. The Client is solely responsible for the choice of the company name and guarantees having carried out the necessary prior checks for availability.
3. The Client acknowledges that the registration deadlines communicated by the Service Provider are purely indicative and depend on the functioning and workload of the competent administrations.

B. Bank Introduction Service

1. The Service is limited to a simple introduction between the Client and one or more financial institutions. It constitutes an obligation of means and not of result. The Service Provider does not act as a banking operations intermediary in any way.
2. The Service Provider does not guarantee the actual opening of a bank account. The financial institution is solely responsible for deciding whether to accept or refuse to enter into a relationship with the Client, in accordance with its own due diligence, risk assessment, and commercial policy procedures.
3. The Client undertakes to provide the financial institution directly with all documents and information it deems necessary. The Service Provider does not intervene in this process and cannot be held liable in the event of a refusal to open an account, regardless of the reason.

C. Director Introduction Service

1. The Service Provider acts as a mere intermediary. The proposed directors are independent third-party professionals, over whom the Service Provider exercises no control or subordination.
2. The Client is solely responsible for the choice of director and the contractual relationship (mandate agreement, etc.) they establish with them. It is their responsibility to verify the suitability of the director’s profile with the needs of their company.
3. The Service Provider reserves the right to cease any relationship with a director if it believes that the way a company is used by a Client is likely to endanger the reputation or situation of said director.

D. Domiciliation and Mail Management Service

1. The domiciliation service provides the Client with a registered office address for their company. Unless otherwise agreed and additional services are subscribed, the mail management service is limited to the reception and digitization of official mail from public administrations (tax services, social security organizations, registries).
2. The management of commercial mail, parcels, or registered letters may be subject to additional invoicing according to a rate communicated to the Client.
3. The Client expressly authorizes the Service Provider to open any mail received in order to verify its nature and process it in accordance with the Service.
4. The Client is required to keep their contact and forwarding details up to date. The Service Provider cannot be held responsible for any harmful consequences resulting from a failure to update by the Client.

E. Assistance Service for Cross-Border TUP Formalities

1. The Client acknowledges that the Service Provider’s Service is purely administrative and documentary in nature, consisting of preparing and filing documents based on the information they have provided.
2. The Service Provider guarantees neither the acceptance of the operation by the competent authorities, nor the absence of disputes or appeals from third parties (creditors, tax administrations, etc.).
3. The Client is solely responsible for all legal, tax, and financial consequences of the operation and guarantees having had the structure, valuation, and terms of the operation validated by their own specialized advisors.

 

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APPENDIX 2 – SPECIFIC PROVISIONS FOR CONSUMER CLIENTS

The provisions of this article apply only to Clients who qualify as Consumers within the meaning of the preliminary article of the Consumer Code.

A. Right of Withdrawal

In accordance with Article L. 221-18 of the Consumer Code, the Consumer Client has a period of fourteen (14) days to exercise their right of withdrawal from a distance contract, without having to give reasons for their decision or bear costs other than those provided for in Articles L. 221-23 to L. 221-25.

The period runs from the day of the conclusion of the contract. The Client may exercise this right by sending the Service Provider the standard withdrawal form or any other unambiguous declaration.

Waiver of the right of withdrawal for immediate execution: If the Consumer Client wishes the performance of the Service to begin before the end of the withdrawal period, they must make an express request, recorded on a durable medium by the Service Provider. A Client who has exercised their right of withdrawal from a contract whose performance began, at their express request, before the end of the withdrawal period, shall pay the Service Provider an amount corresponding to the service provided until the communication of their decision to withdraw; this amount is proportionate to the total price of the service agreed in the contract.

The right of withdrawal cannot be exercised for contracts for the supply of services fully performed before the end of the withdrawal period and, if the contract subjects the consumer to an obligation to pay, whose performance has begun with their prior and express consent and with their express waiver of their right of withdrawal.

B. Consumer Mediation

In accordance with Article L. 612-1 of the Consumer Code, any consumer has the right to free recourse to a consumer mediator for the amicable resolution of a dispute with a professional.

The Consumer Client is informed that, after a prior written approach to the Service Provider, they may contact the Consumer Mediator whose contact details will be provided by the Service Provider upon request.