Welcome to Berdain LLP. These Terms of Service ("Terms") govern your access to and use of the services provided by Berdain LLP ("Berdain LLP," "we," "us," or "our"), a limited liability partnership registered in the United Kingdom, with its registered address at 5 Saint John's Lane, London, EC1M 4BH, United Kingdom. Our domain is https://berdain-llp.com and our email is info@berdain-llp.com.
By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.
1. Definitions
- "Client," "You," "Your": Refers to the natural person(s) or legal entity (entities) on whose behalf and for whose benefit the Services are to be provided under this Agreement, including any person(s) authorized to represent the Client. In the case of multiple persons, all such persons are jointly and severally liable.
- "Services": Refers to any and all services provided by Berdain LLP, including but not limited to Company Formation, Merchant Account setup, Nominee Director services, Offshore Banking assistance, Accounting & Reporting, Corporate Secretary services, Virtual Office solutions, Gaming License assistance, and related advisory or administrative services.
- "Agreement": Refers to these Terms of Service, any specific engagement letters, service agreements, or other documents executed between Berdain LLP and the Client.
- "Confidential Information": Any non-public information disclosed by one party to the other, whether directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "confidential" or which, under the circumstances of disclosure, reasonably would be understood to be confidential.
2. Scope of Services
Berdain LLP offers a comprehensive suite of offshore services designed to provide strategic advantages and unparalleled flexibility for your business. Our services include:
- Company Formation: Assistance with the establishment of legal entities in various offshore jurisdictions, including selection of jurisdiction, preparation and filing of documentation, and compliance with local regulations.
- Merchant Account Setup: Facilitation and guidance for opening merchant accounts suitable for international business operations.
- Nominee Director Services: Provision of professional nominee directors to fulfill statutory requirements and enhance privacy, subject to strict adherence to legal and ethical guidelines.
- Offshore Banking Assistance: Support and guidance in establishing offshore bank accounts with reputable financial institutions.
- Accounting & Reporting: Provision of accounting, bookkeeping, and financial reporting services to ensure compliance with relevant jurisdictional requirements.
- Corporate Secretary Services: Provision of corporate secretarial services to maintain corporate records and ensure compliance with statutory obligations.
- Virtual Office: Provision of virtual office facilities, including registered address, mail forwarding, and communication services.
- Gaming License Assistance: Guidance and support in obtaining gaming licenses in suitable jurisdictions.
All Services are provided based on the specific instructions and requirements of the Client, and in strict compliance with applicable laws and regulations in the relevant jurisdictions.
3. Client Obligations
3.1. Information and Documentation:
The Client undertakes to provide Berdain LLP with all necessary, accurate, complete, and up-to-date information and documents as may be reasonably required by Berdain LLP to perform the Services and to satisfy its Know Your Customer (KYC), Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF), and Foreign Account Tax Compliance Act (FATCA) obligations, as well as any other regulatory requirements. This includes, but is not limited to, identity verification documents, proof of address, source of funds, and details of beneficial ownership.
3.2. Accuracy of Information:
The Client warrants that all information and documents provided to Berdain LLP are true, accurate, complete, and not misleading. The Client shall promptly notify Berdain LLP of any changes to such information or documents.
3.3. Lawful Purpose:
The Client warrants that the Services will be used for lawful purposes only and will not be used for any illegal, fraudulent, or unethical activities, including but not limited to money laundering, terrorist financing, tax evasion, or any activities prohibited by international sanctions or the laws of any relevant jurisdiction.
3.4. Instructions:
Berdain LLP shall act solely on instructions received from the Client or its duly authorized representatives. The Client is responsible for ensuring that all instructions are clear, complete, and timely. Berdain LLP shall not be liable for any loss or damage arising from unclear, incomplete, or delayed instructions.
3.5. Fees and Payments:
The Client agrees to pay all fees for the Services as agreed upon in the engagement letter or invoice, promptly and without deduction. Failure to pay fees may result in suspension or termination of Services. The Client is responsible for all third-party costs, government fees, and disbursements incurred in the provision of Services.
3.6. Compliance:
The Client shall comply with all applicable laws, regulations, and reporting requirements in relation to their business activities and the entities established through Berdain LLP.
4. Berdain LLP's Obligations and Responsibilities
4.1. Professional Conduct:
Berdain LLP shall perform the Services with reasonable skill, care, and diligence, in a professional and timely manner.
4.2. Confidentiality:
Berdain LLP shall maintain the confidentiality of all Client information and documents, except where disclosure is required by law, regulation, court order, or a competent governmental or regulatory authority, or with the Client's express consent.
4.3. Due Diligence:
Berdain LLP reserves the right to decline or terminate Services if the Client fails to provide satisfactory due diligence information or if, in Berdain LLP's sole discretion, the Client's activities are deemed high-risk, unlawful, or contrary to Berdain LLP's internal policies or legal obligations.
4.4. No Legal or Tax Advice:
Berdain LLP provides administrative and corporate services. While we aim to facilitate compliance, the information provided by Berdain LLP does not constitute legal, tax, or financial advice. Clients are strongly advised to seek independent professional advice regarding their specific legal, tax, and financial circumstances.
5. Limitation of Liability
5.1. Exclusion of Liability:
To the maximum extent permitted by law, Berdain LLP, its partners, employees, agents, or affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
5.2. Maximum Liability:
In no event shall Berdain LLP's aggregate liability for all claims relating to the Services exceed the total fees paid by the Client to Berdain LLP for the specific Services giving rise to the liability in the twelve (12) months preceding the event giving rise to the claim.
5.3. Force Majeure:
Berdain LLP shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
6. Indemnification
The Client agrees to indemnify, defend, and hold harmless Berdain LLP, its partners, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:
- Your use of or inability to use the Services.
- Your breach of these Terms.
- Your violation of any rights of a third party, including intellectual property rights.
- Your violation of any applicable laws, rules, or regulations.
- Any false, inaccurate, or misleading information provided by you.
- Any actions taken by Berdain LLP based on instructions or information provided by you.
7. Termination
7.1. Termination by Client:
The Client may terminate this Agreement by providing written notice to Berdain LLP, subject to the terms of any specific service agreement and the payment of all outstanding fees.
7.2. Termination by Berdain LLP:
Berdain LLP may terminate or suspend your access to all or part of the Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms. Grounds for termination by Berdain LLP include, but are not limited to:
- Failure to provide complete and accurate due diligence information.
- Engagement in illegal, fraudulent, or high-risk activities.
- Non-payment of fees.
- Violation of any applicable laws or regulations.
- Any action that, in Berdain LLP's sole discretion, may harm Berdain LLP's reputation or expose it to legal or regulatory risk.
7.3. Effect of Termination:
Upon termination, your right to use the Services will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Berdain LLP shall not be obliged to refund any fees paid in advance if termination is due to the Client's breach of these Terms.
8. Intellectual Property
All content, trademarks, service marks, logos, and other intellectual property displayed on the Berdain LLP website and used in connection with the Services are the property of Berdain LLP or its licensors. You may not use, reproduce, distribute, or create derivative works from any such intellectual property without the express written consent of Berdain LLP.
9. Governing Law and Jurisdiction
These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
10. Severability
If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
11. Entire Agreement
These Terms, together with any engagement letters or specific service agreements, constitute the entire agreement between you and Berdain LLP regarding our Services and supersede and replace any prior agreements, oral or otherwise, regarding the Services.
12. Changes to Terms
Berdain LLP reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Services.
13. Contact Information
If you have any questions about these Terms, please contact us at:
Berdain LLP
5 Saint John's Lane,
London, EC1M 4BH,
United Kingdom
Email: info@berdain-llp.com
