General Terms & Conditions

Last update: 01/31/2024 – General terms and conditions

These General Terms and Conditions (hereinafter “General Conditions”) are intended to govern the commercial relations between “Downton Capital Ltd” or “Service Provider” and its clients (hereinafter “Client”).

On the basis of these General Conditions, Downton Capital Ltd will provide the Client with the services defined in the single article at the head of this contract entitled “SUBJECT OF THE CONTRACT” and in particular the creation of a company or enterprise (hereinafter “Company » or “company”).

These General Conditions form an integral part of any contract concluded between the Client and Downton Capital Ltd by signing a form expressly referring to it whether signed online or on paper (“Contract”).

By entering into a Contract with Downton Capital Ltd, the Client accepts these General Conditions which will prevail over all other General Conditions, in particular purchasing conditions.

Downton Capital Ltd reserves the right to modify the General Conditions at any time with immediate effect, which the Client expressly and definitively accepts.

SINGLE ARTICLE: PURPOSE OF THE CONTRACT

Administrative assistance for company formation abroad

Downton Capital Ltd registered under number 13043353, business management consultant’s mission is to provide administrative assistance for the company registration (“the company”) abroad, on behalf of the client. foreigner: (“the client”).

The client entrusts Downton Capital Ltd with the following tasks:

  • Assistance in registering and/or drafting the statutes of the company
  • Assistance in subscribing for a registered office address service in the state where the company is the registered (included the first year)
  • Assistance in mail forwarding (the first year)
  • Assistance, without presence on site, in opening a business bank account for the company

Other services are optional and covered in the general conditions of service and chosen in the special conditions.

The client declares to have been informed that Downton Capital Ltd would not hold a stake in the company or be a stakeholder in such a way that the client will retain sole control of the management of the company and will be solely responsible for any possible breaches of obligations. which impose themselves on her.

The client declares to have been informed that he remains the sole judge of the advisability of the company registration, Downton Capital Ltd only providing assistance work and not advice.

 

The client declares to have been informed by Downton Capital Ltd of its obligation to keep accounts of its company and of its obligation to present it at the end of the year to the tax services of the jurisdiction where the company is registered.

The client also remains solely responsible for any reporting, legal, accounting and tax obligations to be carried out in the client’s country of tax residence due to its own activities or those of the company.

The client acknowledges having been invited to contact a corporate tax advisor in the client’s country of tax residence and in the jurisdiction where his company is registered to find out the extent of his possible obligations due to the nature of his activities.

No liability could be retained against Downton Capital Ltd in the event of prosecution by the authorities in the jurisdiction where the company is registered and/or in the country of tax residence of the client, the present does not intend to create any solidarity between Downton Capital Ltd and the client or alter the independence of the parties or the power of direction and control of the client.

Lack of legal, financial, accounting and tax advice

Downton Capital Ltd cannot replace legal, financial, accounting or tax advice, our mission being limited to administrative assistance and in particular through mastery of the language of the country where the company is located desired by the client.

For any advice in these matters, we invite the client to consult directly an independent professional holding the authorizations and/or approval required for the exercise of said profession as needed by obtaining information from the various administrations responsible for their regulation.

Linking

Downton Capital Ltd may, upon request, present advisors to the client, who are  competent in various matters useful to the establishment and life of the company.

However, the client will retain the responsibility of verifying, by referring to the publications and customary notices on the documents issued by said advisors, their legal and/or regulatory capacity to exercise any regulated professions falling within the scope of the subject matter addressed.

Language – Dispute

This Agreement shall be construed and governed by English law. For any dispute which may arise between the parties relating to the interpretation and execution hereof, the client and Downton Capital Ltd undertake to submit their dispute to the commercial court located in the jurisdiction where its company is registered, who alone will be competent.

ARTICLE 1 – RESPONSIBILITY AND OBLIGATIONS OF THE SERVICE PROVIDER 

Downton Capital Ltd is paid by the Client in order to provide the Client with a company formation service, in the jurisdictions specified on the list published on the site and/or a company formation assistance service, opening a bank account in a country other than the client’s country of residence in a banking establishment chosen by the Client at his sole discretion and under his sole responsibility, regardless of the lists that the Service Provider or one of its partners may have sent to him (hereinafter -after “Intermediate”).

Downton Capital Ltd is bound by an obligation of means and not of results, the banking establishments (hereinafter “Bank”) remaining the sole holders of the discretionary power to proceed with the opening of the bank account and the provision of any additional services desired by the Customer. Likewise, Downton Capital Ltd cannot commit to respecting any deadline for opening the bank account or providing additional services.

Downton Capital Ltd reserves the right to discretionarily refuse all or part of the services it offers to its customers to the Client.

In the specific case of opening a bank account, Downton Capital Ltd is a third party in the relationship between the intermediary, the Bank and the Client. Consequently, Downton Capital Ltd cannot under any circumstances be held responsible for the relationship between the Bank and the Client.

Downton Capital Ltd does not have the power of direction or control of the Client, his company, the Intermediary or the Bank.

Downton Capital Ltd shall not be qualified as an employee, representative or member of the management of the Bank and/or sign on its behalf or incur any liability whatsoever on behalf of the Bank.

ARTICLE 2 – CUSTOMER RESPONSIBILITY AND OBLIGATIONS

The Client warrants that it will not use any of the rights granted in a Contract for any unlawful, obscene, immoral or defamatory purpose and will not bring Downton Capital Ltd into disrepute in any way.

The Client will provide Downton Capital Ltd intermediaries with any information deemed necessary by the latter in order to ensure that the Company complies with applicable anti-money laundering and due diligence legislation. It is the Customer’s responsibility to ensure that the information provided is correct. The Client also declares that the goods or funds contributed to the Company do not constitute, either directly or indirectly, the proceeds of a crime or any other illegal activity.

In order to meet its legal obligations, the Client will keep the intermediaries fully and quickly informed of any change concerning the economic beneficiary, shareholders and managers of the company.

The Client undertakes to pay the fees claimed by Downton Capital Ltd, in addition to the costs mentioned on the site, the Client acknowledges having to reimburse all costs incurred of any kind by Downton Capital Ltd for the performance of its services.

ARTICLE 3 – EXECUTION – DURATION

The Client is not authorized to withhold fees and costs following claims related to any service, warranty or liability. In the same way, no compensation can be made between sums which may be due to each party.

The Contract will take effect only after receipt of full payment of the fees referred to in the special conditions. In the absence of immediate payment of fees and in the event of successively performed services, the Contract will take effect retroactively from the date of signing hereof unless a different date indicated in the special conditions, and for an indefinite period. It may be terminated at any time by the parties by any means compatible with the rules of evidence.

Any payment made by the Customer will constitute termination compensation and cannot be repeated.

All fees and charges are payable in the currency designated by Downton Capital Ltd.

ARTICLE 4 – PAYMENT  

Upon receipt of the client’s payment by Downton Capital Ltd, no cancellation or refund can be accepted, the payment being equivalent to compensation for termination of the Contract.

The payment methods are as follows:

Transfer (Euros and Pounds Sterling only) and credit card.

Cheques are not accepted.

ARTICLE 5 – RECOVERY   

All invoices are due within 7 days (seven days) of emailing.

A fixed compensation of 15%, with a minimum of 200.00 euros for recovery costs, will be automatically payable in the event of late payment.

ARTICLE 6 – OPTIONAL SERVICE: ACCOUNTING ASSISTANCE

Downton Capital Ltd offers an accounting assistance service. In the event of a failure, delay, loss of documents or otherwise, Downton Capital Ltd and its staff will not be held responsible, the client remaining solely responsible for the effective keeping of its accounts and compliance with obligations and deadlines.

Downton Capital Ltd reserves the right to subcontract its provision of accounting support services, which the client expressly accepts.

Downton Capital Ltd cannot replace legal, financial, accounting or tax advice, our mission being limited to administrative assistance and in particular through mastery of the language of the country where the company is located desired by the client.

For any advice in these matters, we invite the client to consult directly an independent professional holding the authorizations and/or approval required for the exercise of said profession as needed by obtaining information from the various administrations responsible for their regulation.

ARTICLE 7 – OPTIONAL SERVICE: CONFIRMATION STATEMENT & ANNUAL ACCOUNT & OTHER ADMINISTRATIVE SERVICES

Downton Capital Ltd offers end-of-year annual declaration support services to the British, American and Irish tax authorities.

Downton Capital Ltd reserves the right to subcontract its provision of services, which the client expressly accepts.

ARTICLE 8 – REFERRAL 

Downton Capital Ltd values its clients, because they are our best ambassadors. For each recommended contact (“lead”) whose deal has been signed within 30 days, Downton Capital Ltd will offer a sum of £80.

The prospect must not be known to our services. Once full payment has been received from the prospect and the contract signed by both parties (Downton Capital Ltd and the prospect), payment of the commission will be made within 30 days.

In the event of cancellation of the contract by the recommended prospect within 60 days, the client will be required to reimburse the commission received.

ARTICLE 9 – CONFIDENTIALITY / DOCUMENTS 

Protected on a secure server, all of our customers’ digitized documents, electronic exchanges or any other computer data, are the responsibility of the chosen service provider (Dropbox, Drive), in the event of hacking or disclosure of information through If a computer attack occurs, Downton Capital Ltd will not be held responsible for any damage caused.

The information recorded is reserved for the exclusive use of Downton Capital Ltd staff and its partners and can only be communicated to the recipients indicated in the Contract. We remind you that you have the right to access, modify, rectify and delete data that concerns you.

By using our website, you implicitly accept the terms of our personal data processing policy and authorize us to process this data in accordance with the purposes stated above.

ARTICLE 10 – REGISTERED OFFICE ADDRESS SERVICE

Downton Capital Ltd may sign a contract with an independent service provider providing a registered address service.

All documents received by post are systematically scanned and sent by email, unless the Client explicitly requests that they be sent by post, the shipping costs of which will be borne by the Client.

For security and confidentiality reasons, these scans are destroyed within 30 days.

We do not accept packages of any size.

The registered address service varies.

ARTICLE 11 – OPTIONAL SERVICE: SECRETARIAT SERVICE

Downton Capital Ltd provides a virtual secretarial service, providing various services such as: writing and sending letters, quotes, emails, phone calls, etc…

All of these services, in particular the contents, are the sole responsibility of the customer.

ARTICLE 12 – LEGISLATION

Downton Capital Ltd  would not be held responsible in the event of non-compliance by the Client with the legislation in force in his country of residence or in the country in which his company is headquartered.

Downton Capital Ltd provides its clients with its expertise in company creation and the provision of international administrative services.

Our firm will not be held responsible in the event of failure on the part of the client to comply with the legislation in force in their country of residence or in the country in which their company is headquartered.

  • For example: a French person residing in France with a structure in the United Kingdom will always be liable for personal tax when declaring their foreign income. As well as VAT if it carries out certain operations on French territory. Likewise regarding its decision-making center.
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