MEILLEURES DOMICILIATIONS – TERMS & CONDITIONS
These terms and conditions create a contract between The Client and Meilleures Domiciliations SAS.
- SCOPE OF SERVICES
Meilleures Domiciliations and The Client agree to work together on a contractor basis for the following services to be provided in France:
1.1 Assistance with France company setup and supporting services;
1.2 Provision of registered business address services and virtual office services;
1.3 Bank referral with capital and corporate bank accounts opening (optional);
1.4 Assistance to deposit the paid-up capital with a Notary Public (optional);
The description of services and due diligence documents list is provided in Appendix 1
- FEES AND PAYMENT TERMS
2.1 The price of the Services provided by Meilleures Domiciliations are set forth in a separate quotation document send by Meilleures Domiciliations. Neither party will revert with any fee increases or decreases in respect of the services to be performed during the engagement, unless clearly specified in any “assumptions” to the fixed fee price agreed upon. The Client party will proceed with payment of 100% in advance of work commencing. All wire transfers must include bank transfer fees;
2.2 If there are additional charges involved, Meilleures Domiciliations agrees to inform The Client immediately of this increase before proceeding with the engagement and The Client will advise accordingly;
- COOPERATION AND LOYALTY PRINCIPLES
3.1 Meilleures Domiciliations and The Client will conduct and complete all engagements in a professional, efficient and timely manner. Both parties will provide appropriately-qualified staff to complete the engagements;
3.2 Service undertakings shall start with The Client providing Meilleures Domiciliations with all the necessary information and documentation on the final Client. After completion of engagement, Meilleures Domiciliations will provide the relevant company documents to The Client in a timely manner;
3.3 Both parties will immediately inform each other of matters that might affect the successful completion of the engagement;
3.4 Neither party will perform any action that will harm either business’s reputation nor will harm the final Clients’ business and reputation;
3.5 The Client will provide each other complete due diligence information, as set out in Appendix 2, before the start of the first engagement;
- CONFIDENTIALITY
Both parties will keep client’s information confidential and protect information and data from unauthorized access, unauthorized use or unauthorized disclosure. Personal information and client data collected by The Client and Meilleures Domiciliations is used only for Client engagement completion. This information will never be sold, lent, leased or otherwise distributed outside either party. Each Party’s obligations under this clause, with respect to any portion of confidential information or data, shall not apply to any such portion that a party can document either: (a) was in the public domain at, or subsequent to, the time such portion was communicated to the other party through no fault of the receiving party; or (b) was rightfully in such receiving party’s possession free of any obligation of confidence at, or subsequent to, the time such portion was communicated to the other party. A disclosure of any portion of confidential information or data, either: (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that each Party shall provide prompt prior written notice thereof to the other parties to enable the other parties to seek a protective order or otherwise prevent such disclosure (as applicable);
- LIABILITY
Meilleures Domiciliations’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the price set forth in Article 2 – Fees and Payment terms.
Meilleures Domiciliations will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
- USE OF MEILLEURES DOMICILIATIONS BUSINESS ADDRESS
The use of Meilleures Domiciliations business address in France will require the signature of a separate agreement.
- QUALIFICATION OF CONTRACTUAL RELATIONSHIP
Nothing in this engagement letter shall create or be deemed to create the following relationships between The Client and Meilleures Domiciliations or Meilleures Domiciliations’s Appointees: a) partnership b) employment c) joint venture or d) agency. This is not an exclusive agreement; either is free to appoint other third parties in any jurisdiction;
- COMMUNICATION WITH THIRD PARTIES, CLIENTS AND BETWEEN THE PARTIES)
8.1 Upon reception of due payment for the relevant services, Meilleures Domiciliations shall use its reasonable efforts to efficiently advance each engagement and negotiate and communicate with all applicable third parties (where relevant) including government departments, Chamber of Commerce, lawyers, accountants, and corporate service providers (each a “Third Party”);
8.2 Meilleures Domiciliations will perform the necessary work on the ground in France. Meilleures Domiciliations will provide regular email updates to The Client as to progress, engagement problems and solutions, engagement costs and timelines in respect of the company formation process. The Client shall keep Meilleures Domiciliations updated at all times on any relevant information received on its side and notify Meilleures Domiciliations of any change in the personal or professional situation of the final client should said change impact the performing or the result of the requested services;
- TERM
The term shall commence on the acceptance date of the Agreement by the Client and shall continue until the termination of this Agreement in accordance with the provisions hereof, or as otherwise agreed to by the parties in writing (the “Term”). Either Party may terminate this Agreement at any time for convenience, in its absolute and sole discretion, upon no less than one (1) calendar month’s written notice to the other parties. Upon expiration or termination of this Agreement, no Party shall have any further liability to the other parties, unless otherwise specifically stated herein; provided that such expiration or termination shall be without prejudice to the accrued rights of any Party as of the time of expiration or termination. The expiration or termination of this Agreement shall not affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after the expiration or termination.
- GENERAL CLAUSES
10.1 If any part of this Agreement is found or declared invalid or unenforceable, the validity of the remaining clauses shall not be affected thereby and such remaining portion shall remain in full force and effect. In such event, the Parties undertake to seek a new agreement as close as possible to the business rationale of the provision declared invalid.
10.2 In the event that a provision of this Agreement has been omitted, the Parties undertake to seek a new agreement as close as possible to the business rationale of this Agreement.
10.3 The terms and conditions outlined in this agreement will not be amended by either party without the written permission of the other party;
10.4 The Agreement shall be governed by the laws of France and the parties submit to the exclusive jurisdiction of the French courts. The parties will endeavour to find an amicable solution if a dispute arises over the performance of the Services of the Agreement. If they fail, they will submit their dispute for arbitration by the tribunal which is competent for Meilleures Domiciliations head office.
Paris,
Meilleures Domiciliations Client:
A Darribau – President
Appendix 1: Description of Services
| Service | Description |
| COMPANY FORMATION | · Collecting documentation, information and relevant signatures from The Client;
· Drafting and filing the company’s Memorandum and Articles of Association and incorporation deed; · Publication of the company’s incorporation and its bylaws, memorandum and articles of association in the official bulletin of legal announcements; · Registration of the company with relevant Commercial Registry; · Commercial Registry registration fees; · Collection of the company registration certificate; · Registration for VAT; The Chamber of Commerce requires that all documents must be written in French. If you wish to receive an English version, we can ask for a quotation for the translation. |
| CORPORATE BANK ACCOUNT | · Referral to bank and opening of the share capital deposit account;
· Set up meeting and pre-meeting preparation (a face to face meeting in Paris at the bank is mandatory); This service is a referral service which does not include any translation services or interface services after the in-person referral meeting. We are not liable if the bank refuse to open the bank account. The referral fees are not refundable. |
| DOMICILIATION SERVICES | · Provision of a registered address for legal domiciliation of the company and to receive courier addressed to the business;
· Forwarding mail service worldwide: shipments frequency is your choice. · Scan to mail service available (optional). |
| ESCROW ACCOUNT FOR CAPITAL | · Notary certificate to certify the ownership of the shares (without a requirement for the foreign directors to travel);
The notary will establish an official document that certifies that the capital is owned by the shareholders. A bank transfer from the bank account of each shareholder will be required. |
| TRANSLATION SERVICES | · Translation services (such as parent company articles) |
| BOOKKEEPING and ACCOUNTING SUPPORT SERVICES | · Bookkeeping;
· Issuing of financial statements; · Filing with tax authorities; · Preparing audit process when applicable Book keeping is required after the company registration, even if the activity has not started yet. |
Appendix 2: due diligence documents
| Due diligence documents for company formation |
| Individuals (natural persons) shareholders companies
· Passport copy for the legal representative and all shareholders · Proof of home residency dated less than 3 months for the legal representative · Father and Mother maiden names of legal representative (and directors if any) |
| Subsidiaries
· Parent Company registration certificate and articles / by laws if applicable · Passport copy or ID proof for the legal representative · Father and Mother maiden names of legal representative (and directors if any) |
| Branches or liaison office
· Parent Company registration certificate and articles / by laws if applicable · Translation in French certified by the legal representative ( · Passport copy or ID proof for the legal representative · Father and Mother maiden names of legal representative (and directors if any) All documents must be provided in original copies and not scanned/email |
PLEASE NOTE:
- There are no restrictions of residency or nationality for legal representatives and shareholders.
- Notarized documents are not necessary in all cases.
- Scan/email will suffice in most cases except for branches and liaison offices which require original documents
| Due diligence documents for business address agreements |
| · Passport copy for the legal representative
· Proof of home residency dated less than 3 months for the legal representative · Business address agreement (French version) dated and signed by the legal representative · Proxy La Poste signed · Direct debit authorization as soon as a euro bank account is opened within the SEPA zone |
| Due diligence documents for bank referral |
| · Determined by each bank on a case-by-case basis. |
