These General Terms and Conditions on the Provision of Services ( hereinafter referred to as « the CGPS ») apply to (i) all service contracts and (ii) all domiciliation contracts concluded within the framework of the execution of Article R123-168 of the Commercial Code (hereinafter referred to as « the Agreement or (s) »), signed by physical persons within the framework of their business, or legal persons (hereinafter referred to as « Clients ») and Kandbaz, a company registered with RCS Paris under number 497 933 408 and whose prefectural approval number is no. DOM2010580.
The CGPS remains in effect throughout the Contracts duration. Kandbaz reserves the right to derogate from certain clauses of the CGPS, depending on the negotiations with the Client, by an express reference in the Contract. The CGPS cannot be deleted in whole or in part, modified or be subjected to additional terms only by virtue of a written agreement signed by Kandbaz.
The CGPS supersedes all previous contracts, correspondence and prior agreement between Kandbaz and the Clients.
Kandbaz publishes websites www.domiciliation.com and www.kandbaz.com and operates the application mykandbaz available on computers, smartphones and tablets, which permits subscription to services offereuuuoo’\d by Kandbaz and as for some Services, the Client is allowed to view, by a simple scroll, all the bank accounts he holds in different banks as well as the transactions recorded on these accounts.
These Services are intended for professional users to help them manage their businesses. It is not an accounting software and/or legal software and they cannot alone reflect the exact economic situation of the User’s activities. It is worth noting, that some Services are also available for private clients.
Kandbaz, Domiciliation.com, kandbaz.com and mykandbaz will hereinafter be referred to as “Kandbaz”, totally undifferentiated.
PART 1: COMMERCIAL DOMICILIATION
§ ART.1 – THE INTUITU PERSONAE CHARACTER OF THE CONTRACT
Contracts are concluded intuitu personae. They cannot be transferred without the prior written permission of Kandbaz. Failure to comply with this principle would lead to the possibility for Kandbaz to apply the resolutory clause provided in Article 17 of the CGPS. In the event that Kandbaz accepts the transfer of the Contract, the Client shall be liable for the debts that may have existed at the time of transmission of the Contract and will remain liable for a period of one (1) year as from the transmission date of the transferee’s debts.
§ ART.2 – ACCURACY OF PROVIDED INFORMATION
The Client certifies the accuracy of the information provided at the signing of the Contract as well as during its execution. The Client therefore commits himself to notify Kandbaz without any delay of any modifications relating to the beneficiary company and its legal representatives. Non-compliance with these obligations, will lead to the possibility for Kandbaz to apply the resolutory clause provided in Article 17 of the CGPS.
§ ART.3 – FIGHT AGAINST MONEY LAUNDERING
The Client acknowledges being informed that, within the framework of a domiciliation contract, Kandbaz is subject to the obligations to combat money laundering and the finance of terrorism pursuant to Article L.561-2 15 of the monetary and financial Code and L.123-11-5 of the Commercial Code.
In application of the latter, the Client is obliged to provide to Kandbaz valid proof of identity of its legal representative who signed the Contract as well as a proof of the latter’s personal residence dating back less than 3 months. In the case of a 100% paperless contract, the Client must provide two valid proof of identity of its legal representative who signed the Contract.
On signing the Contract, the Client must submit to Kandbaz a Kbis extract if the company is created or draft statutes, if the company is in the procedure of being created. In the latter case, the Client must justify its definitive registration with RCS within 3 months of the signing of the Contract by presenting its Kbis extract. Otherwise, he will have to justify by all means his registration with the official services concerned. In addition, certified copies of final statutes will have to be provided within a period of 1 (one) month.
The non-respect of these obligations entails the possibility for Kandbaz to apply the resolutory clause laid down in Article 17 of CGPS.
§ ART.4 –KANDBAZ AND CLIENT OBLIGATIONS
4.1 – Within the framework of a domiciliation contract and in application of Article R123-168 of the Commercial Code, Kandbaz must have each Client’s supporting documents relating to their domicile and the telephone numbers of their legal representative, at the address of the place of conservation of accounting documents when they are not kept at Kandbaz as well as a copy of an up-to-date Kbis..
4.2 – The Client declares he is required to inform the domiciliary of any changes concerning his activity. He also takes commitment to declare, in the case of a physical person, any change in his personal domicile or, in the case of a legal person, any change relative to his legal form and purpose, as well as the name and personal domicile of individuals having the power to habitually hire him.
The Client undertakes to communicate annually and before 31 January to Kandbaz a Kbis of less than three months old from his company. Otherwise, Kandbaz will obtain the Client’s updated Kbis from the Registry and will send the invoice to the Client for this service to compensate him with the lump sum of € 9 HT (nine euros excluding taxes).
4.3 – Kandbaz is also subject to an obligation of communication to the Registry of the Commercial Court upon expiry of the Domiciliation Contract or in the event of its early termination, but also when the Client has not received his mail since 3 months. Kandbaz provides quarterly to the Tax Centre and relevant social security contributions and collection bodies a list of companies that have been domiciled at its premises during that period or which have put an end to their domiciliation.
4.4 – Within the framework of a Domiciliation Contract, Kandbaz makes available to the Client, upon request, a temporary private office, according to the current rate, in accordance with Law No 84-1149 of 21 December 1984, to Decree No 85-1280 of 5 December 1985 and No 2007-750 of 9 May 2007 in order to ensure the necessary confidentiality and to allow a regular meeting bodies responsible for the management, administration or supervision of the company as well as for the keeping, preservation of books, records and documents prescribed by law and regulations. It is expressly agreed that subleasing in all its forms is impossible.
4.5 – Kandbaz will not in any case interfere in the Client’s business who remains solely responsible for the acts he will undertake, clearing for the present and the future, the total liability of Kandbaz, a simple service provider.
The Client shall in no way deal with Kandbaz’s business and shall never use the name or trade names of Kandbaz for his personal business.
The Client gives a mandate to Kandbaz which accepts to receive on its behalf all notifications concerning him, discharging in advance the responsibility of Kandbaz against any claim for liability in any way whatsoever regarding this mandate.
4.6 – The Client is prohibited from hiring, in any way whatsoever, any member of Kandbaz’s staff or risk legal action.
4.7 – The obligations imposed on the Client in the Contract are essential obligations. Failure to comply with any of these obligations constitutes a serious offense and entails the possibility of Kandbaz to apply the resolutory clause laid down in Article 17 of CGPS.
4.8 – Special case for people who have subscribed to a domiciliation contract for a company in the process of registration: in the event that the company is not created, for whatever reason, the current fee will not be refunded. Only the three (3) months advanced fees paid by the Client will be refunded.
§ ART.5 – MAIL SERVICE
Kandbaz receives mails on behalf of the Client whether it is a simple mail, registered mail, any notification or parcel. Only mails carrying the Client’s name may be received on his behalf.
The mail is kept at the disposal of Client who can pick it up at any time during working hours. This will be delivered only to the Client or persons named, in writing by the latter, Kandbaz may require identification document, at its discretion.
Kandbaz reserves the right to refuse any mail, deed or parcels it deems contrary to its material or moral interests.
Parcels will be accepted only to the extent that their reception as long as their receipt does not disrupt Kandbaz’s good working conditions and where they are withdrawn within a period of five (5) days. Beyond this, a custody fee will be billed to the Client at the current rate.
If the Client subscribes to a mail forwarding service, his mail is sent to the address which he has mentioned in writing and in accordance with the terms of the Contract.
The provision of mail forwarding service includes postal charges, supplies (envelope…) and labour. The calculation of the cost of this service is carried out as follows: postage amount x2.
The redirection of parcels will be made against a payment of an additional service at the rate applicable on the date of the return.
Only instructions sent in writing by the Client sufficiently in advance may be taken into account. The adhesion to the service of scan to mail (opening of the mail, scanning and sending the mail by mail to the Client) has the tacit consequence of the Client’s authorization to Kandbaz to open its mail without any other form of authorization being required.
§ ART.6 – POWER OF ATTORNEY
The Client gives power of attorney to Kandbaz to receive his mail as well as any notification or service concerning him. The Client shall submit to the regulations of the Post Office by issuing an official power of attorney to the services concerned.
The Client irrevocably waives Kandbaz’s civil and/or criminal liability for mails, and notifications received by the Client.
All mails, deeds or parcels received by Kandbaz are automatically and without formality deemed to have been delivered to the Customer who undertakes to take possession of them without delay if he has not opted for shipment.
Kandbaz trains its teams in the precise, methodical and professional management of mail and its forwarding. However, omissions or shipping errors may occur due to purely human error. As such, Kandbaz is subject to an obligation of means and shall in no event be liable for the consequences that might have resulted from this type of error or omission, which the Client irrevocably acknowledges.
PART 2: LEGAL FORMALITIES
§ ART.7 – OBLIGATION OF MEANS
Within the framework of its activities, Kandbaz may have to carry out legal formalities on behalf of its Clients.
The Client who subscribes to one of the formal offers (constitution of company, statutory modifications …) gives Kandbaz a mandate to carry out these present formalities.
The processing time for formalities fluctuates according to the formalities concerned,, therefore, Kandbaz is liable only for an obligation of means vis-à-vis the Client, including in the case of subcontracting.
§ ART.8: NOTION OF ADVICE AND DRAFTING OF DEEDS
It is recalled that Kandbaz is neither a law firm, nor a notary, nor an accounting firm and as such, and as provided for in law N ° 71-1130 of 31 December 1971 reforming certain judicial and legal professions and more specifically Article 54 of the said law: “No person shall, directly or through an intermediary, on a regular and remunerated basis, give legal advice or draft private deeds for others.” , Kandbaz does not provide any advice, whether paid or not, and does not write for others on a regular or unpaid basis, whether paid or not.
§ ART.9 – WITHDRAWAL / DISPUTE
Pursuant to Article L.121-20-2 of the Consumer Code, the right of withdrawal may not be exercised for contracts for the supply of goods manufactured according to consumer’s specifications or clearly personalized, or which, because of their nature, cannot be redirected (immaterial literary works).
Kandbaz does not allow any possibility of retraction on the legal packs, from the moment the first appointment has taken place. Any cancellation or refund is therefore excluded. This principle applies in particular to the Legal Announcement order.
PART 3: TELEPHONY
§ ART.10 – ACCEPTANCE
Any order of one of our products implies the Client’s unconditional acceptance to these present CGPS, to the exclusion of any other document such as brochures, catalogues or other materials issued by Kandbaz, which are therefore of indicative value. The Client acknowledges having read, at the time of placing the order, the special conditions of sale set out below and declares to accept them without reservation.
§ ART.11 – ORDERS
Kandbaz reserves the right to cancel or refuse any order from a Client with whom there is a dispute. Filling of the purchase order and invoices is done on a reliable and durable medium that can be produced as proof.
§ ART.12 – DELIVERY
Kandbaz undertakes to take all messages, to reply to all its Client’s correspondents in place, conveying to them with courtesy the instructions previously left by the Client. Kandbaz similarly undertakes to note the content of the communications and to guarantee their confidentiality.
§ ART. 13 – TARIFF
The tariffs indicated in the tariff grid are subject to revision at any time. The telephone numbers assigned may be portable. The availability of the service should be checked with Kandbaz.
Any contract signed before the 15th of the month will be charged for the entire month. Any contract signed after the 15th of the month will be charged 50% of the packages and options selected. Then the service is billed at the end of the month for the month it has been used.
§ ART 14 – MODIFICATION OF PACKAGES
Any request for modification of packages or options must be made before the 25th of the month for implementation from the following month. All requests for modifications to packages or options that reach us after the 25th of the month will not be taken into account for the following month. Any modification request must be sent to us by e-mail or registered letter with acknowledgment of receipt. The cancellation must reach us no later than the 25th of the month for a termination at the end of the current month. Where appropriate, it will be taken into account only the month following its receipt. Termination fees of 60€ HT(sixty euros excluding tax) for contracts less than 6 (six) months, beyond 6 (six) months, no charge.
PART 4: GENERAL PROVISIONS
§ ART.15 – BILLING
Services are provided by Kandbaz at the rate indicated in the contract either (i) by taking out a subscription for a fixed period tacitly renewed at end of the term or (ii) by the occasional service subscription. The applicable rates are those in effect on the day the Contract is signed. The fee for the Domiciliation Contract shall be revised by 1 January of each year to a maximum of 3% (three percent) without prior notification. The Client hereby gives his consent. The fees for the Domiciliation Contract are paid quarterly and in advance.
Services other than those provided for in the Domiciliation Contract are paid according to the conditions specified in the Contract.
Following the Amending Finance Act for 2016 and the publication of the decree dated 22 March 2017 in the Official Journal and codified in Article A 102 B-2 of the Book of Tax Procedures, the scanning of invoices is encouraged by the Tax Administration, which states that « invoices issued or received in paper form may be scanned for storage or archiving and kept for six (6) years(fiscal period)”.
Kandbaz communicates its invoices by email to the Client. If the Client wishes to receive a paper copy, the service will be charged €9 HT (nine euros excluding tax) per invoice and by post.
Kandbaz guarantees its rates on the condition that the Client opts for a direct debit from the bank account of his choice. In case of payment by other means, including cheque, cash or bank transfer, 9 € HT (nine euros excluding tax) will be charged to the Client for management fees, per invoice. Invoices must be paid within seven (7) days of their date of issue. Failure to pay within this period and eight (8) days after receipt of a formal notice to pay, Kandbaz reserves the right to (i) apply default interest of 10% (ten percent) per month for delay which will be charged on the next invoice and (ii) immediately suspend services. Any reminder issued by Kandbaz will result in the application of the flat-rate recovery fee of 40€ HT (forty euros excluding tax) provided for in the Commercial Code.
In case of a bank rejection, excluding technical incident not attributable to the Payer, the latter must pay to Kandbaz a penalty of 12 € HT (twelve euros excluding tax) per rejected payment request which will be automatically charged without prior notification.
Any dispute over the invoice must be resolved within the month of its issue. In the case of recovery of sums due by judicial or extra-judicial means, all procedural costs (bailiff, court, lawyer …) shall be charged to the Client.
§ ART.16 – TERMINATION OF THE CONTRACT
The duration of the contract and the termination terms are indicated in the contract. In the case where the contract provides for a fixed initial period, termination of the contract prior to the indicated term will be possible and accepted in return of full payment of the said period.
All Contracts, other than Domiciliation Contracts, are concluded for a minimum duration of 1 (one) month renewable for the same period by tacit agreement. The Client may terminate the Contract at any time with a one (1) month notice, which will commence on the 1st day of the month following that in which the Letter is sent by Registered Mail with Acknowledgement of Receipt notifying the termination.
The termination of the Contract by Kandbaz shall not give rise to any claim for compensation on the part of the Client, since the Contract is not subject to commercial lease regime and does not give rise to any commercial property rights.
After the termination of the Contract, and except from the case of termination by application of the resolutory clause, the Client shall specify in writing whether he wants a continuation of the mail forwarding service. This continuity of service will be charged at the current rate. Otherwise or in case of Client’s silence, the mails will be returned to the sender with the mention NPAI (Does not live at this Address).
Upon departure, the Client must justify his new address to Kandbaz. He must also provide proof of a Kbis extract or any other original official document of transfer of the Head Office, change of address or its cancellation. Otherwise, the Contract shall take effect on the conditions prevailing at the date of the termination and until the actual production of the said document.
It is specified that the following events are not recognized as a termination of the Client and, as such, do not exempt the Client’s payment of bills:
· After signing the contract the created company never had any activity,
· Change of Manager,
· Transfer of Head Office without prior termination of the contract,
· Dissolution without prior termination of the contract.
And generally any event other than the termination of the Contract itself.
§ ART.17 – RESOLUTORY CLAUSE
In the event of the Client’s failure to fulfill one of its contractual obligations and in particular in the event of non-payment on the agreed due date of the sums due in respect of subscriptions or invoices, eight (8) days after a formal notice has remained unsuccessful, the Contract shall be automatically terminated, without reparation to any claim for incurred prejudice. The Client shall be required to move all his belongings without delay. No further mail or parcels will be accepted by Kandbaz. Moreover, Kandbaz shall be entitled to refuse the Client access to its premises. This will be particular in the event of an abusive or scandalous attitude or a state of impairment. The termination of the Contract by Kandbaz entails informing the Registrar of the Commercial Court, who may decide to automatically strike the company off the register, and the notice of the Corporate Tax Service (SIE).
The Customer is informed that the processing of his Personal Data is necessary for the provision of Kandbaz Services. The processing of this Personal Data is carried out in accordance with the provisions of the Data Protection Act No. 78-17 of 6 January 1978 in its current version and the RGPD. The Client is informed that the Access Data allowing the synchronization of Accounts and Other Assets is encrypted and that the Personal Data communicated to Kandbaz subcontractors is transmitted in a secure manner.
The Client has no obligation to provide Kandbaz with the personal data requested. However, some of this data may be required to access certain services. Thus, if the Client decides not to provide this data, it is possible that he does not have access to some of these services.
Kandbaz puts at the disposal of her client a separate document with its Personal Data Management Policy.
In accordance with Article 13 of RGPD, the Client who has transmitted personal data to Kandbaz has the right to access, rectify, modify and delete data concerning him. The Client may exercise this right by writing to firstname.lastname@example.org or by post to KANDBAZ’s Head Office, 1 rue de Stockholm, 75008 Paris, provided that he has provided proof of his identity by attaching a copy of his valid identity document to his request and by using his e-mail address provided when he registered with the Service.
§ ART.19 – INTELLECTUAL PROPERTY
All the elements appearing on Kandbaz websites, as mentioned in the Preamble, are protected by copyright, trademark and patent.
All designs, logos, graphics and, in general, all creative and intellectual works are the exclusive property of their owner.
The logo, name, graphic design and the technology necessary for its operation are the property of Kandbaz.
§ ART.20 – REFERENCE
The Client expressly accepts the possibility of appearing on the Kandbaz reference list, as a commercial reference with the possibility for Kandbaz to showcase all its characteristics for professional purposes only (Client’s logo, Client’s website, company name, activity…).
The User acknowledges that Kandbaz shall not be held responsible for incorrect publication, on its website or by any means of communication, of data concerning the Client.
Kandbaz Responsibility shall not be engaged in case of partial information entry, incorrect or misleading, whether voluntary or not.
Signing documents, either electronically or otherwise, should be personally verified by the Client.
§ ART.21 – NOTICE
Users’ opinions are of their own initiative. The date of the notice corresponds to the date the notice is posted on the site.
Kandbaz asserts that the publication of notices is totally independent of the advertising operations that may be carried out within the framework of its activities. Kandbaz also claims to oppose the purchase of opinion and thus poses the principle that all opinions are the result of an experience with the Kandbaz group.
These are opinions directly related to the consumer experience with Kandbaz services.
The User therefore declares to be a natural person and not to be in a conflict of interest.
Kandbaz retains the possibility to respond to every opinion, whose moderation is done a priori.
All illegal, inappropriate or defamatory content will be reported to the competent authorities.
§ ART.22 – THIRD PARTY INTERVENTION
The services provided for the Clients by third party service providers (transport company, courier, IT, post office, telephone operator …) will be carried out under the sole responsibility of the third party service provider where Kandbaz’s responsibility will not be question. The Client therefore irrevocably waives any civil and/or criminal liability of Kandbaz for these services and/or to oppose any claim.
§ ART.23 – MAINTENANCE, SUSPENSION AND AVAILABILITY OF SERVICES
The Client is informed that in the event of a breakdown, maintenance or update of the systems, access to his Personal account and Services may be temporarily suspended. Kandbaz shall endeavour to notify the Client and shall make its best efforts to restore access to the Services as soon as possible.
§ ART.24 – FORCE MAJEURE
Kandbaz’s responsibility may not be engaged if the non-performance or delay in the performance of any of its obligations described in these general terms and conditions of sale results from a case of force majeure. As such, force majeure refers to any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code.
§ ART.25 – DURATION, MODIFICATION AND TERMINATION OF CGPS
These CGPS are concluded for an indefinite period from their acceptance by the Client.
Kandbaz reserves the right to modify, at any time, all or part of these CGPS, in particular in order to adapt them to changes in the Kandbaz offer or to the evolution of the legislation in force. Any proposed modification of the CGPS will be communicated to the Client by email, not later than two (2) months before the proposed date of application for its entry into force.
The continued use of the Services constitutes the Client’s acceptance of the changes. As a result, Kandbaz shall in no event be liable for any damages whatsoever in connection with the modification of CGPS once the Client fails to terminate the Contract and continues to use the Services after the effective date of the modification.
§ ART.26 – DIVISIBILITY OF THE CONTRACT CLAUSES
If any of the clauses or conditions, both of the Contract and these CGPS, become unenforceable for any reason, all other clauses shall remain valid and shall be binding on the contracting parties.
§ ART.27 – SUBSTITUTION OPTION
Kandbaz reserves the right to substitute any natural or legal person of its choice. In this case, the Contract will continue under the same terms and conditions. This option shall be exercised without the need to inform the Client.
§ ART.28 – ATTRIBUTION OF JURISDICTION
By express agreement, it is agreed that only the Commercial Court of Paris shall have jurisdiction for all disputes relating to these CGPS. In all cases, French law will be the only applicable law.