General Terms and Conditions

1. preamble

These terms and conditions govern the contractual relationship between RM Digital Life LLP, represented by Robert Schelsky, 5307 Victoria Drive #660, Vancouver, BC V5P 3V6, Canada (hereinafter referred to as “Provider”), and the client (hereinafter referred to as “Client”). They apply to all services, including the formation of LLCs (Limited Liability Companies) in the USA and LLPs (Limited Liability Partnerships) in Canada, as well as related ancillary services.

• The service is provided by booking our services. The provision of the service is based on cooperation and mutual trust. The provider undertakes to perform the agreed services carefully and professionally, but without guaranteeing a specific outcome (service contract, not a contract for work).

• These GTC apply to both consumers and entrepreneurs. A consumer is any natural person who concludes a legal transaction that cannot be attributed primarily to their commercial or independent professional activity. An entrepreneur is any natural or legal person or partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.

2 Subject matter of the agreements and written form requirement

The subject matter of the agreement reached shall be regulated in individual contracts. Agreements that go beyond the written agreement are invalid until they have also been agreed in writing.

3. responsibility of the provider

• The Provider shall provide the agreed services, such as the formation of LLCs in the USA and LLPs in Canada, the provision of address services (if included), as well as the optional annual maintenance of the companies, to the best of its knowledge and belief and with due care.
• The provider’s services are performed carefully and conscientiously in accordance with the contractual agreements. The focus is on the professional implementation of the formation and administrative services, but without any guarantee of success, as the successful use of the established companies depends on external factors (e.g. official requirements, platform guidelines or tax conditions).
• The provider provides the client with structured processing of the company formation as well as optional additional services such as document management and annual renewals. Depending on the agreement, these services are handled completely digitally or via appropriate communication channels.

4. responsibility of the client

The provider expressly points out that company formation and the accompanying services are a free, active and self-responsible process. A certain success or the suitability of the established LLC or LLP for the individual purposes of the client cannot be guaranteed.

The client is responsible for obtaining comprehensive information about the legal, tax and bureaucratic requirements of his project before commissioning the company. This includes in particular the framework conditions for the use of the LLC or LLP in his country of residence, for planned business activities or for tax and regulatory requirements. The provider does not advise on legal or tax matters and assumes no liability for the suitability of the company formed for the client’s intended purposes.

The client acknowledges that:

• He himself is responsible for compliance with all legal requirements relating to the use of the LLC or LLP, including the fulfillment of tax obligations and the provision of necessary documents.

• External factors such as regulatory requirements, platform guidelines, banking guidelines or country-specific laws are outside the provider’s sphere of influence.

• All measures undertaken within the scope of the services are exclusively within its own area of responsibility.

The client undertakes to provide the documents and information required for the establishment and administration completely and truthfully and to communicate with the provider in a timely manner. If requirements from third parties require additional evidence or steps, it is the client’s responsibility to fulfill these.

It is expressly pointed out that the information and instructions provided by the provider are general recommendations and not binding instructions or assurances. The successful use of the established company depends on individual factors which the client must ensure independently.

5. confidentiality

The provider undertakes to treat all information, documents and data provided by the client as strictly confidential. These will be used exclusively within the scope of the agreed service and will not be passed on to third parties unless the client has expressly consented to this or there is a legal obligation to do so.

The Client undertakes to use all materials, documents, reports and information made available by the Provider in the context of the provision of services exclusively for its own purposes. These contents are protected by copyright and may not be reproduced, published, passed on to third parties or used commercially in any form, unless the provider has expressly authorized this in writing.

The right to use the documents and records provided is reserved exclusively for the client and is not transferable. Any unauthorized disclosure or use by third parties constitutes a breach of this agreement. In the event of such a breach, the client undertakes to pay a contractual penalty of EUR 9,000 per breach, plus the costs of legal action and the expenses incurred as a result of the unauthorized use.

In addition, the client is liable for all damages incurred by the provider or other clients as a result of unauthorized use or disclosure. The provider reserves the right to assert further claims.

6. implementation of the service

The performance of the services offered is determined by the provider. Depending on the nature of the service, communication and service provision can take place in person, via digital means of communication (e.g. email, Zoom, WhatsApp, Telegram) or via automated processes.

The Provider shall endeavor to arrange appointments and agreements as efficiently as possible, but accepts no liability for travel or other expenses incurred by the Client in connection with the use of the services. This also applies if an appointment has to be canceled or postponed for reasons for which the provider is responsible.

The client is responsible for arriving on time for the agreed dates and ensuring the necessary technical requirements for participation in online formats. In the event of non-attendance or late attendance, it is at the discretion of the provider whether and to what extent an alternative date is offered.

7. costs for company formation, takeover, extension and additional services of an LLP or LLC

The costs for all services offered, including company formation, takeover, extension (maintenance) and optional additional services, are presented transparently and in full on the relevant booking pages before the booking is made.

All fees include only the expressly agreed services. Additional costs arising from external requirements (e.g. notarizations, apostilles, additional documentation for authorities, banks or platforms) shall be borne by the client unless they are expressly included in the booked service.

The client undertakes to pay the stated costs in full before the start of the service provision. Without full payment, there is no entitlement to the provision of services.

Cancellation conditions

1. before the start of service provision:

The client has the right to cancel the booked service up to 14 days after booking, provided that the service provision has not yet begun. In this case, the amount paid will be refunded minus a processing fee of 20% of the total amount (but at least EUR 50).

2. after the start of service provision:

As soon as the service provision has begun (e.g. initiation of the company formation, communication with authorities, preparation of documents), cancellation is no longer possible. In such cases, there is no entitlement to a refund, as the provider has already started to provide the agreed service.

3. special features of additional services:

Optionally booked additional services (e.g. extension of maintenance, address services) can be canceled up to 30 days before the respective due date of the service. Additional services already provided are excluded from a refund.

4. non-appearance or lack of cooperation on the part of the client:

Should the client fail to submit required documents, fail to keep agreed appointments or fail to respond to inquiries in good time, the service shall nevertheless be deemed to have been provided if the delay is solely attributable to the client. A refund is excluded in these cases.

5. unforeseeable circumstances:

If it is not possible to provide the service in full for reasons for which the provider is not responsible (e.g. official changes, restrictions imposed by third parties), the amount paid will be refunded pro rata for services not provided.

8. default regulation

If the client defaults on payment of the agreed fees for more than four weeks, interest shall be charged on the amount owed at 5 percentage points above the applicable prime rate.

For entrepreneurs, an interest rate of 8 percentage points above the prime rate applies.

During the period of default, the Provider is entitled to suspend all services, including ongoing additional services (e.g. extension of address services, mail scanning or other maintenance measures), until the outstanding amounts have been paid in full.

If the delay causes a delay in the provision of services, it is at the discretion of the provider whether the provision of services is continued. There is no obligation to make up for the lost services if the contract would be extended beyond the originally agreed period due to the delay.

The provider reserves the right to consider the order as definitively canceled after two reminders and unsuccessful expiry of the set deadlines. In this case, the service is no longer deemed to be owed and the client loses all claims to the contractually agreed service.

9. disclaimer

The provider is liable without limitation for damages incurred by the client due to willful or grossly negligent behavior, as well as for injury to life, limb or health.

In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), liability shall be limited to the foreseeable damage typical of the contract. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the client may regularly rely. Any further liability is excluded.

The Provider is not liable for the Client’s failure to achieve any particular objective in engaging an LLC or LLP formation or related services. It is the client’s responsibility to ensure that the chosen corporate structure meets the intended requirements.

By placing an order, the client declares that he is using the services offered on a voluntary basis and on his own responsibility. The client is aware that the services offered are no substitute for tax, legal or financial advice and are always provided at the client’s own risk.

Furthermore, the provider assumes no liability for:

• Decisions and actions taken by the client based on the advice.

• consequences arising from the use of the LLC or LLP, in particular with regard to tax, legal or bureaucratic requirements.

• Indirect or consequential damages caused by delays or complications beyond the control of the provider.

• Risks or damages in connection with the use of third-party providers or external services that are required as part of the start-up process or ongoing support.

Liability for losses caused by insufficient cooperation on the part of the client is excluded. The provider also cannot guarantee the success of the company formation or the acceptance of the company documents by authorities or business partners.

Liability for third-party processes

Our service includes the formation of LLCs (Limited Liability Companies) in the USA and LLPs (Limited Liability Partnerships) in Canada as well as the associated services, such as the provision of a business address and mail forwarding for LLCs. For LLPs in Canada, the provision of a business address and mail scanning service is not included. The client is obliged to take care of the postal address of the LLP independently, after successful name verification and only after notification by the provider.

We guarantee the successful formation of the LLC or LLP within the scope of the services we offer. However, we accept no liability for any difficulties that may arise after the formation has been completed or during the formation process, particularly if these are due to factors beyond our control or relate to the use of the LLC or LLP. This includes that:

• the opening of a business account, broker account or crypto wallet by the client is not possible (e.g. due to missing or unverifiable documents of the client, such as a missing proof of residence).

• registration on a trading platform (e.g. Amazon or others) is refused, for example due to requirements for specific documents that are not part of the founding documents.

• the LLC or LLP is to be used as proof for obtaining a visa or right of residence in a particular country and the competent authorities do not accept it or impose additional requirements.

• a VAT or sales tax ID is required for the LLC or LLP and the client cannot obtain it due to bureaucratic hurdles or additional documents required that are not part of the company formation.

• the LLC or LLP is to be used to secure land or real estate and this is not accepted.

• the LLC or LLP is intended to serve as a holding structure or to hold shares in another company, which cannot be implemented as planned.

• the LLC or LLP is to be used to establish or open other businesses and this is not possible due to requirements or restrictions.

• a general misappropriation of the LLC or LLP is sought, which does not correspond to the legal and economic framework conditions of the respective company form.

• tax hurdles arising from the formation of the company, such as: personal tax declaration obligations that may arise if the client sells to customers in the country of the LLC or LLP or is resident in a country with a tax declaration obligation (e.g. due to the 183-day rule). Subsequent taxation by German authorities, e.g. if the client falls under the extended limited tax liability despite emigration.

• the client does not receive a business address for his LLP during the formation process, for example because proof of residence is missing for verification. If the address cannot be booked, only a partial refund of the amount paid can be made.

Special features of document requests

We are not liable for delays, additional costs or difficulties that may arise if banks, platforms, authorities, countries or other institutions require documents in certified form (e.g. with apostille) or additional documents. It is the client’s responsibility to find out about the requirements of the respective authorities and to ensure that the necessary documents are available or can be obtained.

Personal responsibility of the client

It is the client’s responsibility to obtain full information about the specific requirements of their project, including legal, tax and bureaucratic requirements, before engaging and using the LLC or LLP. We do not advise on tax or legal matters and cannot guarantee that the LLC or LLP is suitable for the client’s intended purposes.

Optional extension services

The formation of the LLC or LLP includes the creation and registration of the company and, in the case of the LLC, the provision of a business address and mail forwarding. These services are part of our incorporation service and are not optional.

For the renewal and maintenance of the LLC or LLP (e.g. submission of the annual report, IRS compliance formalities), we offer additional services that can be booked as an option. The extension must be booked on the due date. Please note:

• For LLPs in Canada, the provision of a business address and mail scanning service is not included. The client is obliged to take care of the LLP’s postal address independently.

• Failure to book an extension may result in the company being deemed inactive or dissolved, which is the responsibility of the client.

No assurance of success

Our service aims to form the LLC or LLP properly and in accordance with the applicable legal requirements of the respective country. However, we do not give any assurance that the company will automatically fulfill all the conditions or requirements for specific purposes, such as those mentioned above.

10. end of contract and termination

The contract ends with the successful completion of the service provision, which includes the formation of an LLC or LLP, takeover or support of an existing company, as well as the included services for the agreed period. The prerequisite is the full payment of the agreed amount to the specified account or via the payment provider provided (e.g. Digistore24 or Stripe) by the client.

The contract may be terminated by either party until the completion of the service without giving reasons. In this case, any services not provided, less any expenses already incurred, will be refunded on a pro rata basis within 14 working days.

Performance period and acceptance obligation

The client is obliged to provide the documents, information and approvals necessary for the provision of services in good time. Delays caused solely by the client’s failure to provide them may affect the fulfillment of the contract. In such cases, the service shall be deemed to have been provided if:

1. The service could not be completed due to a lack of cooperation on the part of the client.
2. Two appointments proposed within a reasonable period of time for clarification or continuation have been rejected by the client.

Appointments and postponements

Agreed appointments can be postponed once by the client with a lead time of at least seven working days. Repeated non-appearance leads to the forfeiture of the appointment and a fulfillment obligation on the part of the provider. In the event of unforeseeable circumstances or circumstances for which the provider is not responsible (e.g. proven illness, interruption of the internet connection), the appointment will be rescheduled by mutual agreement.

Forfeiture of benefits

If the client does not initiate or complete the necessary steps for the use of the LLC or LLP (e.g. documents for registration, tax formalities, platform applications) in good time, the provider shall not be liable for the consequences. Services already rendered are forfeited if the client does not call them up within the agreed period or delays the process.

Online offers

If an online course or digital content is part of the service, the provider’s obligation shall be deemed fulfilled as soon as the course is technically accessible and has been made available in full in accordance with the service description.

Termination of care and personal responsibility of the client

Upon termination of our contractual relationship, our obligation to assist and advise the client also ends. After termination of the agreement, the client is solely responsible for all matters relating to the LLC or LLP, including but not limited to:

• Fulfillment of obligations to authorities: The client is responsible for independently completing annual reports, tax returns or other formalities required by law. We no longer remind clients of deadlines or offer assistance with the submission or payment of such obligations.

• Information on independent implementation: No advice or explanation will be given on how to file annual reports, make payments to the Registry Department or the Secretary of State or complete tax formalities.

• Support by the Registered Agent: We do not create a separate account for our clients with our Registered Agent. All clients are supported via our agency business account for the duration of the contract. After the end of the collaboration, support via this account also ends.

It is the sole responsibility of the client to take the necessary steps after the end of the contract to ensure the fulfillment of its legal and contractual obligations.

11. right of withdrawal

• The right of withdrawal is governed by the statutory provisions and is explained in detail in the separate withdrawal policy.

• Consumers are expressly informed of their right of withdrawal during the ordering process, including the regulations on the premature expiry of the right of withdrawal. Before the contract is concluded, confirmation of awareness and consent is required by means of a checkbox.

• By clicking on the order button, the consumer expressly agrees that the provider may begin to perform the ordered service before the end of the withdrawal period. The consumer acknowledges that the right of withdrawal in accordance with Section 356 (5) BGB expires upon complete fulfillment of the contract or upon provision of digital content that is not delivered on a physical data carrier. This will also be noted in the confirmation email sent after conclusion of the contract.

• In accordance with the statutory provisions, entrepreneurs have no right of withdrawal. Such a right is also not granted voluntarily within the framework of the contractual relationship.

12. severability clause

• The law of the country in which the company is domiciled (British Columbia, Canada) shall apply, insofar as this is legally permissible, i.e. no mandatory national law contradicts this.

• Additions and amendments to this contract must be agreed in writing. This can be done, for example, as part of an individual contract. In this case, the GTC shall continue to apply in those points in which they are not overwritten by the agreement.

• Should one of the above provisions be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by mutual agreement by a suitable legally valid substitute provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. If this cannot be found, the statutory provision shall apply.