By using our website to order products, you agree to be bound by the full Terms and Conditions and pricing posted on our website.<\/p>\n
These terms and conditions apply to the business relation between the Client and the Agent (as identified further below), arising from the Client requesting the Agent to provide certain corporate and management services. Any order placed in any of our offices, by internet or by any other means, shall constitute a binding agreement of these terms & conditions between the Client and the Agent.<\/p>\n
DEFINITIONS<\/h2>\n
\u00ab\u00a0The Agent\u00a0\u00bb<\/b> means Amedia Fiduciary, a company, registered in Geneva and it also includes any subsidiary or nominee of Amedia Fiduciary, which provides services to the client or the company.<\/p>\n
\u00ab\u00a0Services\u00a0\u00bb<\/b> means any or several of the following: company formation, acting as registered agent, provision of registered office, provision of company management services, third-party director, third-party shareholder or account signatory, provision of mail, fax and message forwarding, maintenance of books and records, opening and operating of bank accounts, administrative and managerial work and any other corporate services of similar nature that the agent agrees to provide.<\/p>\n
\u00ab\u00a0Company\u00a0\u00bb<\/b> means any company beneficially owned by the client for which services are provided by the Agent.<\/p>\n
\u00ab\u00a0Client\u00a0\u00bb<\/b> means the beneficial owner(s) of the company and\/or the person(s) who has(ve) requested the agent to provide services. It also means any person the client may represent in the case of a group (all such persons jointly and severally).<\/p>\n
\u00ab\u00a0Order form\u00a0\u00bb<\/b> means the standard order form posted on the agent\u2019s website https:\/\/fiduciaire-suisse.com or other format of the same form submitted by the client to the agent before beginning and providing services.<\/p>\n
\u00ab\u00a0Communication\u00a0\u00bb<\/b> means any communication between the agent and the client by any of the following methods: (a) email or other message or form posted through the internet; (b) fax; (c) courier or mail delivery, any of the above being addressed to the last known or notified address of the recipient.<\/p>\nI. General Notes<\/h2>\n
Our Money Back Guarantee Policy<\/h3>\n
If we do not comply with our General Terms and Conditions of Sale, you will have 7 days from the sale date to apply for a full refund (less bank transfer and administration fees). We can only reimburse the original payee. Credit card payments will be credited back via credit card only. Given the nature of the services that we provide, we will only entertain well-founded requests and in some cases, at our own discretion, we may only offer partial discounts or no discounts at all. Apply here.<\/p>\n
Complaints Procedure<\/h3>\n
The management of the company wishes to remain open to well-founded complaints in order not only to resolve them efficiently, but also to improve our service at large. Complaints are usually handled by the manager for the country of incorporation, however if you have a complaint that cannot be resolved, you can write an email to our complaint resolution department and the latter will be copied to and forwarded executive managers for efficient resolution.<\/p>\n
Complaints can be lodged in writing to the following office with the envelope marked personal and confidential or can be faxed to the following fax line: +41 22 508 72 35. Please substantiate any complaints with precise facts, dates and names if you want us to be able to act on your complaint. Any vague complaints or unconstructive insults will be discarded without follow-up. We will attempt to answer or resolve any complaint within a maximum of 3 days.<\/p>\n
II. Our services<\/h2>\nCompany formation (company incorporation)<\/h3>\n
Once you have ordered us the incorporation of the new company on your behalf, we will make every effort to execute your orders within minutes, that is why it is generally impossible to cancel orders after ordering.<\/p>\n
Once we have accepted a request for services you may contact us by telephone, email or at the postal address displayed on our website to ask us if your request has been withdrawn. Given the nature of the services we provide, it will be entirely at our discretion whether or not you are entitled to a refund for the latter. In the exercise of such discretion, we will consider the extent of the work we already began according to the provision of that service or the payment of third parties\u2019 fees. As the service includes the formation of a company, once the incorporation request has been submitted to the Companies House\/Registry, it will not be possible to stop the company formation process.<\/p>\n
The time for the formation of a company usually depends on how fast the registrar replies to our request. If your order is processed electronically, you can expect the return of your company certificate of incorporation within 3 to 24 hours maximum, and in some rare cases within 48 hours. In any case we can be held responsible for delays in registrar back-ups or for technical problems that may occur during the process. In the case of paper incorporations or special Memorandum of Associations or of modified articles, the incorporation can take up to 15 days.<\/p>\n
Upon the receipt of the incorporation information from the Companies House, we will usually forward you a set of electronic or scanned documents to the email you provided when ordering. Furthermore, depending on the options that you have chosen, paper documents will be mailed by post or couriered to you depending on the options offered and selected by you at the time of order.<\/p>\n
IT IS YOUR RESPONSIBILITY TO PROVIDE US WITH A PROPER POSTAL ADDRESS, EMAIL AND TELEPHONE NUMBER SO THAT WE CAN MAKE SURE THAT THE DOCUMENTS REACH YOU DILIGENTLY.<\/b> Note that in the case of Swiss Companies and in opposition to what many bankers or other entities will claim, the PDF document that is sent to you IS TECHNICALLY THE ORIGINAL.<\/p>\nLegal and Fiscal Advice<\/h3>\n
Although we may guide you in the right direction with the best of our knowledge when you order us services, we are doing so for strictly informational purposes and this guidance should never be considered as legal, financial, accounting, or fiscal advice. If you need solid advice, we recommend you to hire independent professional services.<\/p>\n
The Client acknowledges that the Agent does not give any legal or tax advice, nor does the Agent make any representation, whether expressed or implied, that any Company or other entity or any particular corporate structure or organization, will be fit for or achieve any particular purpose for the Client, whether or not such purpose or intention was notified by the Client to the Agent.<\/p>\n
We will be happy to recommend you professional advisers if you need assistance in that regards.<\/p>\n
Bank introductions or Bank account opening assistance<\/h3>\n
Although you may freely contract bank opening services on our website, by telephone or in our office and agent offices, we reserve the right to cancel the order and fully refund the sums that were paid in full (less any bank transfer fees, credit card fees or PayPal fees \u2013 if any \u2013 and without the need to justify the motivation of such refusal).<\/p>\n
Once we do go ahead with your bank account opening or bank introduction, we may cancel the procedure at any time if you cannot provide us or the bank with proper compliance documentation such as a proof of address and an identification of the beneficial owners. The same if you do not have the necessary funding or skills to operate your business, if you demonstrate improper behaviour towards any of our employees or the bank\u2018s employees, if you are late to meetings, score poorly on credit checks, or for any other reason that we may judge inappropriate.<\/p>\n
In the event that we have to cancel services at this stage, we will refund any money paid for this purpose (less reasonable costs and for the time spent by our employees in processing your application and accompanying you to the bank, for translation works or for any other services that we may have provided you with). If you cancel an appointment less than 48 hours in advance, we reserve the right to charge a reasonable penalty of approximately 20 to 25% of the assistance services offered and reschedule the appointment. If this happens more than once, we reserve the right to cancel the whole service and reimburse you part of the fees at our discretion (less any fines that we may have levied for damages in time or reputation caused by late cancelations). If you do not show up to a bank appointment without a reason due to \u201cForce Majeure\u201d or a reasonable excuse, we may forfeit all or part of the fees charged for the bank introduction and may chose not to continue providing you with services.<\/p>\n
In the event that we must go back to the bank with you because you were unable to go on the first time, we will usually charge the time at our current hourly rate for administrative work, unless the services are provided by a manager or senior employee in which case we will charge time at the superior senior management rate.<\/p>\n
The opening of bank accounts is not a perfect science and, although this may be rare, you may be obliged to travel several times at your own cost and expense to complete the process. In the event that the bank refuses to open an account for your company, we will evaluate the situation and either offer alternate banking options or reimburse you any unused credit.<\/p>\n
INSOFAR AS BANK INTRODUCTION SERVICES OR BANK OPENING ASSISTANCE IS CONCERNED, WE WILL MAKE EVERY EFFORT TO SATISFY YOU, YET NOTE THAT THE SERVICE IS ONE OF INTRODUCTION AND ASSISTANCE IN BANKING PAPERWORK AND PROCEDURES, AND WE PUT AT YOUR SERVICE OUR KNOWLEDGE OF WHAT BANKS WILL GENERALLY DO FOR BANK ACCOUNT OPENING. WE ARE UNDER NO OBLIGATION OF PERFORMANCE AND UNDER NO CIRCUMSTANCES WE DO WARRANT THAT A BANK WILL OPEN AN ACCOUNT. FACTORS SUCH AS CURRENT ECONOMIC CONDITIONS, YOUR CREDIT SITUATION, OR YOUR BUSINESS EXPERIENCE MAY BAR YOU FROM OPENING AN ACCOUNT.<\/b><\/p>\nCompletion of Service for Bank Introductions<\/h3>\n
If the bank does agree to open an account for you, our services will be deemed complete as soon as the main sterling account for the company is opened. Although we may freely agree to assist you in other banking matters, in no event we will be held liable for not obtaining credit or debit cards, chequebooks, merchant accounts, letters of credit, internet access or any other type of banking product. Some banks may flatly refuse to provide any of those services and we will be under no obligation to find alternate solutions.<\/p>\n
In the case of the use of nominee directors<\/h3>\n
Some bank\u2019s employees may not be familiar with the concept of Nominee Directors or Shareholders and this may prevent or delay the account opening process. This is a risk that you fully assume when employing nominee directors or shareholders.<\/p>\n
Bank Account Management (see also Company Management below):<\/h3>\n
If you do not wish to execute or own bank transfers or other banking transactions, we have the expertise to offer bank assistance which is a service especially geared towards people that have problems running their own bank account because of language issues or if you are too busy to deal with the bank and the banks\u2019 call centres. If you opt for this service, you will be required to give us powers and signatures on the businesses main accounts and generally authorize us to operate on internet and fax or telephone fund transfers and account management facilities. However, you will be able to completely restrict access to some accounts, such as saving accounts for safety reasons.<\/p>\n
We will strictly act in accordance with instructions you give us and do not intervene in any way in company strategy and business decisions. Furthermore we cannot and will not act without orders, unless this goes against the law. We will agree on a fee that will be paid out from your account to us on a regular time basis and you hereby authorize us to pay ourselves within the frame that we have mutually agreed or in the event that we have incurred expenses or unforeseen costs for any reason.<\/p>\n
We may quit at any time if we feel that the work is becoming too stressful or if we do not like the type of transactions that are taking place. Therefore, unless you are conducting illegal activities, we will refund any credit on services that you may have.<\/p>\n
The service is conducted to you as a practical and ultimate solution and we will take every step to execute all transactions with accuracy and diligence and whenever possible or practical we will verify orders with you that seem odd or different from usual. However, we hereby waive any responsibility whatsoever for any human or other errors that may take place as we execute orders. Because of very strict banking, confidentiality and privacy policies that are now in effect in banks or under the data protection act, unless you have contracted this service with us, we usually cannot or will not obtain any information from your bank or operate your account in any manner.<\/p>\n
Nominee Directors and Nominee Shareholders<\/h3>\n
If you wish to use our services to provide nominee directors or shareholders, we must first approve your reasons and we will sometimes ask for guarantees. This service is not usually offered for discretion purposes and not to conduct any obscure activities.<\/p>\n
You will be held liable for any lawsuits, financial losses or any other liability that may arise towards the nominee structures, or to us as an agent, and agree \u2013 without possible contest \u2013 to swiftly and wholly indemnify us for any damages we may ask you to satisfy.<\/p>\n
When nominee services are provided by the Agent, any appointment or change of a director, officer or shareholder will be at the absolute discretion of the Agent and, unless explicitly agreed otherwise, may be provided by a corporate or an individual director or shareholder. The nationality, origin and status of the nominee directors and shareholders \u2013 physical or corporate \u2013 are at the sole election of the agent.<\/p>\n
We reserve the right to remove ourselves as nominee directors anytime we feel that the way the business is being run or if the nature of the business itself can endanger the reputation, wellbeing or financial situation of the nominee directors or shareholders.<\/p>\n
In the event that we are not paid for our services, you will be put on the company directly as the company director and shareholder without recourse against us of any type.<\/p>\n
Company Management<\/h3>\n
In many instances, for taxation purposes (control of the company) or to obtain VAT registration in Geneva, your company may need to be managed by professional managers or trustees. In the event that you would like to have your company managed by our staff, an ad hoc management agreement will be drawn-up and we will usually handle bank account management as shown above as well as invoicing, supplier payments and the like. Basically we can execute any duties that are pre-defined in the agreement for either a % of the turnover or we can set hourly or monthly fees.<\/p>\n
We will usually act in the best interest of the company as our duty is to represent the corporate body that we will govern. We will agree on a fee that will be paid out from your account to us on a regular time basis or upon the presentation of an invoice and you hereby authorize us to pay ourselves within the frame that we have mutually agreed or in the event that we have incurred expenses or unforeseen costs for any reason.<\/p>\n
We may quit at any time if we feel that the work is becoming too stressful or if we do not like the type of transactions that are taking place. Therefore, unless you are conducting illegal activities, we will refund any credit on services that you may have.<\/p>\n
The service is conducted to you as a practical and ultimate solution and we will take every step to execute all transactions with accuracy and diligence and whenever possible or practical we will verify orders with you that seem odd or different from usual. However, we hereby waive any responsibility whatsoever for any human or other errors that may take place as we execute orders.<\/p>\n
Secretary or Company<\/h3>\n
Our company secretarial service will offer you a corporation or a person that will be the secretary of your company, usually for a year at a time. The secretary\u2019s role is to deal with the administrative affairs of the company and to keep statutory records (register of directors, register of secretaries, etc\u2026).<\/p>\n
In addition to these last services, the annual fee includes the filing of the annual report. Government fees for filing are not included unless indicated in a deal. Any other company secretarial or administrative work will be billed as you go: change of directors, change of address, change of company name, share or stock transfers \u2026etc.<\/p>\n
Upon incorporation, the company secretary will notify you of annual return dates at the registrar of companies.<\/p>\n
The annual report is due every year before the birthday of the company and it is the director\u2019s exclusive responsibility. We or the secretary will help you follow dates as much as possible, but in no way will we be responsible for any late filing consequences such as fines, penalties or other consequences.<\/p>\n
Registered Address and Registered Agent<\/h3>\n
We provide basic registered address services when we incorporate a company or if you transfer your company over to our offices. While this gives you the right to include our address on your letterheads and business cards, unless you contract a superior service such as mail forwarding or other business correspondence or presence packages, the reception of your mail will be strictly limited to statutory government mail and in any event to a maximum of 10 pieces yearly.<\/p>\n
In no case our office is to be used without our consent for VAT registration, payroll, for running mass mailings or for any type of illegal \u201cshady\u201d businesses, or running businesses that are usually regulated without a proper license. Any advertising of any type including our address \u2013 other than the simple listing of your registered address or business cards \u2013 will have to be duly pre-approved in writing by our offices.<\/p>\n
Change of Address or Agent<\/h3>\n
In the event that the Agent changes the office address, then the Agent shall give the client a prior sixty days\u2019 notice. The Agent will not be responsible for any costs incurred by the client as a result of such change. Although we may provide you with template letters to help you notifying the change to your suppliers and banks, it is your ultimate responsibility to tell your partners.<\/p>\n
Mail forwarding<\/h3>\n
If you are intended to receive regular business mail at your address, you will either be charged for stamp, envelopes and a handling fee, or you will have to contract either a higher service pack or an ad hoc service agreement before receiving these mails. On the contrary, you will risk delays or rejection of your business mail.<\/p>\n
Depending on the type of service that you contract, the mail will either be held for you until you pick it up, or scanned and emailed \u2013 faxed \u2013 or forwarded to the postal address you gave us. You are responsible for keeping your mail details up to date with our office.<\/p>\n
If your account is not up to date, we will hold letters until the balance is satisfied. We reserve the right to open and search any letter sent to our office for routine checks and you hereby accept this condition by using our service.<\/p>\n
Boxes or Packages<\/h3>\n
If we receive packages on your behalf and they are too big to be practically handled or if we are not advised, we will usually refuse them.<\/p>\n
If they are small or at least we are able to easily stock them, we will accept them but we will charge a handling fee depending on the weight, size and what we actually have to do to forward the package to you (go to the post office, call UPS or other handling agent). If your account is not up to date, we will hold packages until the balance is satisfied. We reserve the right to open and search any package sent to our office for routine checks and you hereby accept this condition by using our service.<\/p>\n
Telephone or Fax lines<\/h3>\n
We may act as an intermediary for the resale of telecommunications services that are useful to you or to other clients. You will be asked to pay a service and a security deposit to cover telephone or fax forwarding costs. If you have not paid for the service or if your deposit is too low, we may decide to suspend services without warning and without incurring any type of liability. The telephone lines and fax lines are not portable or transferable unless specified.<\/p>\n
Domain Registration and Email<\/h3>\n
In some cases, we may offer email, domain or hosting services to clients who are not technical experts enough to register their own or for clients who want us to handle all their needs. If past-due monies are due on these domains, or hosting services, we reserve the right not to renew the domain or to take over the property of the domain at our discretion.<\/p>\n
Accounting services<\/h3>\n
Accounting services will be provided through our agent or sister company from the Amedia Group or from other partners we may choose from time to time. Upon the incorporation or formation of a company, we will inform you of your obligations as a company director (or as the agent of the directors); of all the crucial dates that will occur insofar as accounting and statutory accounts are concerned.
\nThese obligations usually include keeping accurate financial records, filing VAT returns if you are VAT registered, filing accounting records such as income statements and balance sheets with the Registry, and filing tax returns with the internal revenue services.<\/p>\n
ALTHOUGH WE WILL MAKE EVERY EFFORT TO REMIND YOU OF YOUR LEGAL AND STATUTORY OBLIGATIONS AND OF THE DEADLINES THAT YOU ARE FACING, YOUR ARE ULTIMATELY LIABLE \u2013 BOTH FINANCIALLY AND CRIMINALLY \u2013 FOR FILING ACCOUNTS, PAYING TAXES AND COMPLETING YOUR OBLIGATIONS BEFORE ESTABLISHED GOVERMENTS DEADLINES HAVE ELAPSED. YOUR ARE ALSO RESPONSIBLE FOR VERIFYING THE ACCURACY OF THE ACCOUNTS AND ANY RETURNS OR REPORTS THAT WE FILE ON YOUR BEHALF AND WE WILL GIVE YOU AN OPPORTUNITY TO DO SO, UNLESS YOU WAIVE SUCH OPPORTUNITY.<\/b><\/p>\n
IN NO EVENT WHATSOEVER WE WILL BE HELD LIABLE FOR LATE PENALTIES, FINES, ERRORS, BUGS OR ANY OTHER OBLIGATIONS UNDER ANY CIRCUMSTANCES UNLESS WE CLEARLY DECIDE AS A COURTESY OR OUT OF PROFESSIONAL CONSCIOUS TO TAKE RESPONSIBILITY FOR SUCH.<\/b><\/p>\nVAT Registration Assistance<\/h3>\n
We offer a service called VAT REGISTRATION or VAT REGISTRATION ASSISTANCE for clients that have either reached the legal threshold set by the government above which a business must register or for clients that need to register in order to run the activity.<\/p>\n
Unless we have previously approved it or if you have your own office, we will not register the following businesses because of the fact that they inherently attract: Cellular telephone sales, used cars, jewellery, precious metals, telecommunication minutes or calling cards.<\/p>\n
It is important to note that what you are buying is our expertise and support and not a guarantee of obtaining a VAT number. We are under no obligation of performance for getting the VAT number registration and the ultimate decision belongs to the competent authorities.<\/p>\n
In order to obtain a VAT number, you will have to buy enhanced mail forwarding or company management services, or alternatively get your own office premises.<\/p>\n
In order to mitigate VAT fraud, we only register businesses for VAT if you are going to keep your accounting with Amedia Accountants or associated accountants. If you leave our services after having obtained a VAT number, we will require you to communicate to us the information about your new accountants. If you do not, or if they are not properly registered accountants, we reserve the right to de-register the company from VAT.<\/p>\n
We reserve the right to de-register your business for VAT without any liability whatsoever or at our election. Please make sure you have hired the services of a proper Chartered Accounting firm.<\/p>\n
Merchant accounts and Gateway offers<\/h3>\n
In the event that you order a merchant account or gateway services for your business on our website either within a package offer or as a standalone order, we will make every effort to put your application through to our Credit Card Processing partners. However, keep in mind that the final decision usually rests with the bank or the acquirer offering the services and that your application can be turned down for a number of reasons: including sector of activity, risks, low volume, or any other factor that the banks may not accept. If we are unable to provide your business with the merchant account, we will reimburse you in full for the application fee involved if any. Generally, we will not reimburse any other costs such as incorporation costs involved unless we have pre-agreed in writing to do so.<\/p>\n
Shelf companies<\/h3>\n
From time to time, we may list pre-owned companies or companies with age for your convenience or for special purposes. Unless these companies are recent and in that case we will inform you so, shelf companies may have been used and we offer no guarantee, expressed or implied, regarding these companies. They are sold \u201cas is\u201d under the doctrine of caveat emptor.<\/p>\n
Subcontracting and related service providers<\/h3>\n
We reserve the right to subcontract part or all of the services that we offer via this website to other companies of our group of various partners, attorneys, notaries or accountants that we use within the normal conduct of our activities.<\/p>\n
Specific Conditions and Variation of the Terms & Conditions<\/h3>\n
Other specific conditions may be included directly next to the described services and must be considered part of this full agreement, whereas other services such as accountancy, nominee directorship and virtual office services may have their own terms and conditions to be signed and agreed upon separately. These agreements will complement and generally override these current general terms & conditions as they are more precisely defined for each type of service or product. You can ask in advance for these agreements if you intend to contract any service.<\/p>\n
Automatic Renewal of Services and Cancelation Notices<\/h3>\n
All services, unless otherwise specified, are tacitly re-conducted at the end of the period for which it has been contracted (that is to say for a one year period). If you do not want the service to be re-conducted you will have to send a written notice via certified mail with return receipt to our office AT LEAST 90 DAYS before the term of the contract. Any outstanding balances will be billed and charged by credit card, direct debit or by bills for the outstanding balance.<\/p>\n
III. Price, Payment and Order<\/h2>\nVariation of Prices & Conditions<\/h3>\n
All prices and conditions are listed on our website, however we do reserve the right to alter these prices and conditions whenever we judge fit. Whenever possible, we will give advance warning of changes, however, in no case will this be an obligation on our part. Usually, general terms and conditions on the website will be the latest version and will prevail over all other Terms & Conditions previously posted or distributed.<\/p>\n
Depending on which payment methods we may have available at the time of your order, you may choose amongst several payment methods such as bank wire transfer, PayPal or other e-wallet solutions, direct debits, or finally paying online, by fax or over the telephone with your credit card or debit card (Visa, MasterCard, Maestro, Electron, Amex, Diners, JCB, Discover or whichever cards we may accept at the time of this agreement).<\/p>\n
Bank wire transfers<\/h3>\n
Although we traditionally have never charged for receiving bank transfers, you are responsible for making sure that the full amount we have asked for reaches us. You are liable for all transfer costs on your end and in no case we may share or pay for transfer costs.<\/p>\n
If your final payment is missing funds because of bank transfer fees or any other reasons, we will withhold sending you information about the services that you have ordered or at the very least we will retain the full property of the company or associated services until the adjustment for the missing funds is made or until we agree in writing to waive the difference.<\/p>\n
E-wallets<\/h3>\n
If you decide to pay by PayPal or other e-money or e-wallet services such as Net Teller, Money Bookers, or others, we may decide to add the costs of using such services to your total checkout. Services such as PayPal have many hidden costs that are not always apparent and these services traditionally charge not only a few % for the transaction itself, but also fairly important exchange rates and possible surcharges for non-domestic credit cards or non-European credit cards for example. We usually charge 4 to 5% for the use of these services.<\/p>\n