1. Scope and legal purposes
The following general conditions govern the contractual relationship between Fidussuisse and its customers. They are also an integral part of every contract entered into by Fidusuisse with its customers. They govern the various services provided by Fidussuisse, such as the creation of offshore and onshore companies, ready-made companies, providing a virtual office, the administration of companies, “portage salarial” (umbrella companies), real estate refinancing and the creation of trusts and foundations. The client undertakes not to use the contract or a part of the contract for illegal, immoral or defamatory purposes. Fidusuisse reserves the right to cooperate with the competent authorities in the event of breaches by the customer. Fidusuisse shall not be associated with the customer’s commercial activities. The client shall be liable for the risk of legal incapacity of himself, his lawyers or a third party, unless Fidusuisse has been informed of this incapacity in writing. Fidusuisse may refuse to apply all of the services offered to the customer without the need for justification.
2. Due diligence and combating money laundering
Fidussuisse shall comply strictly with the legislation in force on money-laundering and due diligence. Also, before each transaction, the client must provide all information deemed necessary by Fidussuisse so that it can comply with the laws in force. The client agrees that all the information provided is correct and up-to-date. Each economic beneficiary indicated by the client will sign a “form A” as required by the Due Diligence Agreement, which binds Swiss banks. The client also undertakes to ensure that no funds in a company are the proceeds of any illegal activity and that the client will not involve Fidusuisse in an immoral or illegal transaction.
3. Legal and tax advice
Fidussuisse shall provide guidance to its customers and undertakes to provide accurate information throughout the process. However, this information shall be provided for information purposes and may not be considered as legal, tax, financial, or even accounting advice. The customer must ensure he has received the legal and tax advice necessary to establish a company. Fidussuisse has connections to many qualified professionals and is happy to recommend them to clients where appropriate.
Establishing companies Fidusuisse provides a service to establish a company in the list of the jurisdictions mentioned on the Fidusuisse website (http://www.fidusuisse-offshore.com). Fidusuisse also has a “Ready Made Companies” service. The list of countries or these companies is available on the Fidusuisse website (http://www.fidusuisse-offshore.com). Virtual office creation Fidusuisse provides a virtual office service. This service enables the customer to have a telephone number in the relevant country with the company’s customised telephone answering service. This service enables a postal address and mail service to be obtained in the customer’s chosen city. Creation of virtual office VOIP Fidusuisse provides a VOIP phone service. This service consists of a VoIP fixed line enabling the customer to answer calls himself and make calls on behalf of the company anywhere in the world. Duration of commitment The customer undertakes to be committed to the service for a full year, in order to take full advantage of the virtual office services offered. Creation of bank accounts Fidusuisse assists the customer in creating a bank account. Fidusuisse performs all the steps required for the customer to be fully satisfied. In order to provide an optimal service to customers, Fidusuisse provides them with a list of carefully-selected banks. In some cases, the Bank is obliged to refuse to open an account. This is particularly the case when the rules of due diligence are not complied with. Fidusuisse undertakes to reimburse the customer if an account cannot be opened for him.
5. Ancillary services
Fidusuisse also promotes ancillary services. These services, such as company administration, “portage salarial”, real estate refinancing or the creation of trusts and foundations are carried out by third parties organized and authorized to provide this type of service. For legal reasons, ancillary services are charged by these third parties. Fidusuisse is a company that offers personalized services but reserves the right to outsource certain services. Services are provided on the basis of a specific agreement concluded between the client and the competent supplier of these ancillary services. Third parties may be subsidiaries, holding companies or any other subsidiaries of such holding companies.
6. The customer’s obligations
As mentioned in point 2 above, the customer undertakes to provide all information deemed necessary by Fidusuisse in order to carry out its mandate. Generally, for a case file to be opened, the customer must supply the following documents:
- Certified copy of passport,
- Proof of address,
- Curriculum vitae
In addition, depending on the Bank and the jurisdiction chosen, Fidusuisse may have to ask the customer for the following documents:
- Statement of bank account(s)
- Bank reference letter
- Additional identification documents (identification card, driving licence, residence permit)
Fidusuisse also reserves the right to request this information for every service provided. The customer must inform Fidusuisse as soon as possible of any changes to the information he has provided. Fidusuisse must also be informed of the identity of each person that may engage Fidusuisse’s services.
7. Duration and termination
Each contract concluded between Fidusuisse and the customer shall last for the period specified and be tacitly extended for the same period. On renewal, the terms of the contract shall remain unchanged. Fidusuisse and the customer may terminate the contract at term or at the end of any period of extension or renewal subject to two months’ written notice. Either party may terminate the contract immediately for just cause. Furthermore, Fidusuisse reserves the right to terminate any contract with immediate effect in the event of non-compliance with the laws or these general conditions. Such termination may affect any services offered by Fidusuisse. Fidusuisse shall not be held responsible for the consequences of or any damages incurred by the customer due to the immediate termination. Creation of a company Any contract to establish a company shall last for one year. Where the customer cancels the contract or requests the transfer of the management of the company to a third party, Fidusuisse will not carry out any action before receiving all outstanding payments and fees due from the client. Upon the incorporation of the company and its registration, the customer agrees to sign the mandate contract appended to these general conditions. Fidusuisse reserves the right to withhold all documents required for the use, management and the proper functioning of the company as long as the mandate contract is not signed. The incorporation fees paid by the customer may only be reimbursed if the following three conditions are met :
- Fidusuisse cannot create a company for the client,
- The customer has provided all documents requested by Fidusuisse or by the Bank,
- The request for reimbursement is presented within 6 months of the payment of the incorporation fees by the customer.
Opening a bank account Opening a bank account The service ends when the customer opens the bank account. Henceforth, all relations are between the customer and the Bank. The customer has a right to withdraw within 7 calendar days following the request to open the account. A full refund of the set-up fee may be granted if the following conditions are met :
- The Bank, with the support of Fidusuisse, cannot open a bank account AND
- Fidusuisse and the Bank have received from the customer all requested documents, correctly completed, AND
- The application for refund is made within 6 months of Fidusuisse’s sending the documents to the customer.
8. Payment and fees
Signature of a contract commits the customer to pay the fees established by Fidusuisse and listed on its website (http://www.fidusuisse-offshore.com). All costs related to the creation of the companies and all the ancillary services offered by Fidusuisse may be added to this payment. Fidusuisse shall not supply any service without prior billing and receipt of payment by the customer in Fidusuisse S.A.’s preferred currency, namely the Swiss franc (CHF), in which the fees are listed. Nevertheless, Fidusuisse accepts payments in all currencies and may make out its quotes or invoices to the customer in the currency of his area of residence, including in Euros or USD. Any right to offset by the customer is excluded. The client may not withhold payment following any claim whatever to Fidusuisse. Creation and registration of a company The annual fees paid by the customer for the Fidusuisse service are not refundable and include the maintenance of the company in accordance with the local laws of the jurisdiction involved and the renewal of the registered office and the registered agent, as well as government charges. Incorporation costs (a one-off, lump-sum charge) cover the creation of the company. They are in addition to the annual fee and are dependent on the customer’s intended jurisdiction. They include, inter alia, the establishment of the head office, the provision of a registered agent and the documentation necessary for the company to be operational, i.e. the certificate of incorporation, the articles, the resolution on the appointment of the Director and the breakdown of shares. Any other fee paid by Fidusuisse is the responsibility of the customer. Such fees may be government taxes, directors fees or justifiable out-of-pocket expenses. The annual fees may be modified by Fidusuisse when the situation so requires. Any modification shall be specified to the customer one month before the start of the services in the period to which the fees relate. Fidusuisse accepts payment by VISA, Mastercard and American Express credit cards and by bank transfer. For credit card transactions, the customer must take into account that Fidusuisse shall debit all applicable charges. Opening a bank account All costs related to the opening of a bank account shall be the responsibility of the customer. Fees are expressed in Swiss francs (CHF). Fees are due before the start of the service by Fidusuisse. Fidusuisse accepts payment by VISA, Mastercard and American Express credit cards and by bank transfer or cheque. For credit card transactions, the customer must take into account that Fidusuisse shall debit all applicable charges. The term “opening” a bank account is reserved for banks; Fidusuisse must always call upon a banking institution to open an account and under no circumstances fail to do so. Creating a typical virtual office and VOIP Service fees are charged at the end of each month on the basis of the work performed. They fall due on the 25th of each month.
Fidusuisse and the customer may exchange documents and communicate by e-mail, mail or fax, provided that Fidusuisse can send reports of expenses and fees as an e-mail attachment. Fidusuisse and the customer must retain all communications, instructions and documents as proof. Fidusuisse must be able to communicate at all times with the customer. Also, the customer undertakes to immediately notify Fidusuisse of any change of telephone number, fax number, address or e-mail address.
Any contract between Fidusuisse and the client is called a service contract within the meaning of Article 394 et seq. of the Swiss Code of Obligations (CO). Excluding specific provisions and negligence or fraud that cannot be excluded under art. 100 CO, any damage resulting from error or omission by Fidusuisse or its employees shall be the customer’s liability. In addition, the customer shall accept liability for any damages related, directly or indirectly, to neglect, error, action or omission by any third party, institution or payment infrastructure. The customer shall be held liable for any damage related to the use of postal services, telephone or fax, e-mail, or any other means of communication, as well as damage related to delays or misunderstandings, unless Fidusuisse has committed serious negligence. Fidusuisse undertakes to make all necessary efforts to establish ancillary services. However, should these services fail to be implemented, Fidusuisse accepts no responsibility. Similarly, when a bank account is being opened, Fidusuisse acts as an intermediary between the Bank and the customer. Fidusuisse shall under no circumstance be held liable for any damage or dispute arising between the Bank and the customer. Fidusuisse acts as an intermediary and does not perform any activity on behalf of the Bank.
11. Content of the site – warning
The contents of the internet site (http://www.fidusuisse-offshore.com) are given for information purposes. Fidusuisse shall not be held responsible for changes, developments or amendments to legislation or the tax regimes in specific jurisdictions, and its content cannot be applied in its strictest meaning by the customer without prior advice. The country fact files give general information which is updated through a process of legal and technological monitoring by Fidusuisse; however, the latter does not accept responsibility with regard to local developments. Diagrams and packages are provided for information purposes and Fidusuisse shall not be held liable for them. The term “offshore package” may be seen in some respects as tax fraud, tax evasion or abuse of law in some countries. The diagrams above may be considered illegal in some countries: they give a quick overview of international practices. They cannot be considered as final or applicable in terms of the examples given. Customers wishing to carry out such arrangements must consult a qualified adviser. The use of the title “our offshore packages” does not imply any right or ownership. The flags of the countries appearing in the diagrams are sometimes deliberately inaccurate in order to avoid providing advice or information that can be freely used. They are provided as examples, purely for informative purposes. The term “Opening a bank account” means a service linking customers with authorised banking establishments and does not mean the opening by Fidusuisse of an account on its own books. The ‘Our services’ tab promotes services that may be sold by Fidusuisse or subcontracted by third parties. The service provider is only committed by the contract and its associated billing.
12. Customers and exclusions
Fidusuisse, accepts customers of all nationalities, with the exception of those whose countries are under embargo by the United Nations, or blacklisted by the banks or the OECD, which would prevent the Bank from opening a bank account for the customer. Fidusuisse also refuses to accept customers from countries in which Fidusuisse has offices.
13. Applicable law and place of jurisdiction
All trade or relations between the customer and Fidusuisse are governed by English law, regardless of the rules of private international law. The place of performance of the obligations as well as the exclusive place of jurisdiction is London, United Kingdom, where Fidusuisse has its head office. However, Fidusuisse reserves the possibility of taking legal action against the customer in his place of residence or before any other competent authority.