Terms and Conditions

§ 1Scope and Contracting Parties

(1) These Terms and Conditions ("Terms") apply to all contracts and services between

5Flags Incubation LLC, doing business as "Invest in Your Freedom"
2880 West Oakland Park Blvd, Suite 118, Fort Lauderdale, FL 33311, USA
Email: office@investinyourfreedom.org
(hereinafter the "Provider", "we")

and the respective client (hereinafter the "Client").

(2) Deviating terms of the Client shall not become part of the contract unless the Provider expressly agrees to them in writing.

(3) These Terms also apply to all future services within the ongoing business relationship without any need for renewed reference.

§ 2Conclusion of Contract and Acceptance

(1) A contract is concluded by written order confirmation, by acceptance of an offer, or at the latest by payment of an invoice that references these Terms.

(2) Payment of such an invoice constitutes express acceptance of these Terms. The same applies to the continued use of our services after receipt of these Terms.

(3) The scope of services applicable to the Client results from the services invoiced or actually used pursuant to § 3.

§ 3Scope of Services

(1) Depending on the booked scope, the Provider renders in particular the following services:

• Registered agent service for entities (in particular LLCs) in the State of Florida;
• Registered business address for companies, associations and non-profit organizations;
• Mail handling: receipt, notification and forwarding of correspondence, including bank correspondence, credit, Visa and debit cards;
• Proof-of-address documents for banks and payment providers (e.g. lease confirmations, utility evidence);
• Use of the business address towards banks, payment providers, authorities (including the IRS) and other third parties;
• Related advisory and compliance services (e.g. formation support, annual compliance, coordination of applications).

(2) Which of these services the Client uses results from the individual engagement or actual use. The Client is responsible for maintaining an overview of all places (authorities, banks, payment providers, registrations) where the Provider's address and services are used. This is decisive in particular for a proper termination pursuant to § 6.

(3) The Provider owes diligent services but no specific result vis-à-vis third parties (e.g. account opening by a bank, approval by an authority).

§ 4Term, Renewal and Billing

(1) Contracts for registered agent service, business address, mail handling and structure maintenance are concluded for a term of twelve (12) months. Fees are invoiced, as agreed, annually in advance or as a monthly structure maintenance fee, in each case in euros (EUR).

(2) The contract automatically renews for successive twelve (12) month periods unless terminated by either party in writing (email sufficient) with at least ninety (90) days' notice pursuant to § 6.

(3) Annual fees already paid are not refunded on a pro-rata basis. The monthly structure maintenance fee continues to accrue until termination becomes effective pursuant to § 6. Upon assuming the registered agent role or providing the address, the Provider enters into obligations towards authorities and third parties for the entire term.

(4) The right of both parties to terminate for cause remains unaffected.

§ 5Fees, Payment and Default

(1) The prices agreed at engagement or stated on the respective invoice apply. Invoices are due immediately and without deduction unless the invoice states a different payment term.

(2) If the Client is in default of payment, the Provider is entitled to:

• charge default interest at the statutory rate plus a reminder fee per reminder;
• pass on to the Client all necessary costs of legal enforcement and collection (including court dunning proceedings);
• suspend services pursuant to § 9.

(3) Set-off is permitted only with undisputed or finally adjudicated claims.

(4) Objections to an invoice must be raised in writing within fourteen (14) days of receipt; thereafter the invoice is deemed accepted. The obligation to pay undisputed amounts remains unaffected by objections.

§ 6Termination – Orderly Exit Protocol (90 Days)

(1) The address used by the Client is registered with authorities, banks and third parties. Termination of the business relationship is therefore not possible by mere declaration or by stopping payment; it requires an orderly transition.

(2) 90-day notice: The Client must give written notice of termination at least ninety (90) days in advance. These 90 days are remunerated in full (monthly structure fee or, for annual contracts, without refund of the period already paid) and constitute the transition window within which all changes must be completed.

(3) Termination only becomes effective once all of the following conditions – as applicable to the Client – have been fulfilled and evidenced to the Provider:

Indicative timeframe

Two paths for carrying out the changes

(4) Path 1 – Self-management: Carrying out the changes with third parties is the Client's responsibility. Banks, payment providers, the IRS and card issuers accept change instructions exclusively from the account holder or the entity's authorized representative; the Provider is not legally authorized to do so.

(5) Path 2 – Exit Service: At the Client's request, the Provider offers an Exit Service for a separate fee (in particular: preparation of the required forms such as Statement of Change, Form 8822-B or Articles of Dissolution, step-by-step instructions per institution, and coordination of the transition). The price is quoted individually upon request and depends on the complexity of the structure. The Exit Service commences upon advance payment of the separate fee and settlement of all outstanding invoices. The Provider owes diligent performance but no guarantee regarding the processing times of third parties (IRS, banks, authorities).

(6) The Provider otherwise supports the orderly transition (e.g. handover of final correspondence, confirmations). Such cooperation is rendered once all outstanding invoices have been paid in full.

(7) A unilateral change of registered agent or address without prior written notice pursuant to § 7 does not affect payment claims already accrued and does not release the Client from the fee obligation for the current contract period.

§ 7Address and Documents – Ownership, Use and Continued Use

(1) The business address provided as well as all documents issued by the Provider (in particular lease confirmations, proof-of-address and utility evidence, confirmation letters) are and remain the property and protected data of the Provider.

(2) The Client is granted a simple, non-transferable right of use that applies exclusively for the duration of an active, fully paid contract.

(3) Any change affecting the Provider's data – in particular changes to the registered address, the registered agent, or use of the address towards new third parties – must be notified to the Provider in writing in advance and carried out in coordination with the Provider. Documents issued by the Provider may not be altered or passed on to third parties without the Provider's written consent.

(4) After termination becomes effective, any further use of the address and documents is prohibited.

§ 8Client Cooperation Duties

(1) The Client keeps their contact details (in particular email address and delivery address for mail forwarding) up to date at all times. Notices sent to the last known email address are deemed received.

(2) The Client provides all information and documents required for the performance of services (e.g. identity and KYC documents, information for annual reports and tax filings) in a timely, complete and truthful manner.

(3) The address may be used exclusively for lawful business purposes. Use for unlawful activities entitles the Provider to terminate without notice.

(4) Missed deadlines, fees or penalties resulting from the Client's late or incomplete cooperation are borne by the Client.

§ 9Suspension of Services and Registered Agent Resignation

(1) If the Client is more than thirty (30) days in default with a due payment, the Provider is entitled, after prior notice, to suspend its services in whole or in part – in particular mail forwarding and the issuance of proof-of-address documents.

(2) In such case, the Provider is further entitled to resign as registered agent by filing a resignation with the Florida Division of Corporations and to discontinue the provision of the registered address.

(3) The Client is advised that an entity without a registered agent is in violation of Florida law and may face administrative dissolution as well as disadvantages with banks and authorities. These consequences are borne solely by the Client.

(4) Suspension or resignation does not affect the Provider's existing payment claims.

§ 10Liability and Advisory Notice

(1) The Provider renders business structuring, organizational and coordination services. It does not render legal advice or tax advice within the meaning of the professional regulations of Germany, Austria or Switzerland and does not replace advice from admitted attorneys or tax advisors. Binding legal and tax assessments are the responsibility of the Client's qualified professionals.

(2) The Provider is liable without limitation for intent and gross negligence. In cases of simple negligence, it is liable only for the breach of material contractual obligations and limited in amount to the typical, foreseeable damage, capped at the fees paid by the Client in the preceding twelve (12) months.

(3) The Provider is not liable for decisions or actions of third parties, in particular banks, payment providers, authorities or registries.

(4) The foregoing limitations do not apply to injury to life, body or health or where mandatory law provides otherwise.

§ 11Confidentiality and Data Protection

(1) Both parties treat confidential information of the other party as confidential and use it exclusively for the performance of the contract.

(2) The Provider processes the Client's personal data to the extent necessary for the performance of services, compliance with legal obligations (e.g. compliance and reporting duties) and billing. Details are set out in the Provider's privacy policy.

(3) Statutory disclosure obligations towards authorities remain unaffected.

§ 12Governing Law and Jurisdiction

(1) These Terms are governed by the laws of the State of Florida, USA, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) To the extent legally permissible, the exclusive venue for all disputes arising out of or in connection with this contract shall be the competent courts in Broward County, Florida, USA. The Provider remains entitled to bring claims against the Client at the Client's general venue.

(3) Mandatory consumer protection provisions at the Client's habitual residence remain unaffected to the extent applicable.

§ 13Final Provisions

(1) Amendments and supplements to these Terms require text form. The Provider may amend these Terms with effect for the future; amendments will be communicated to the Client at least thirty (30) days before they take effect. If the Client does not object within this period or pays a subsequent invoice, the amended Terms are deemed accepted.

(2) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the valid provision that comes closest to its economic purpose.

(3) These Terms are available in German, English and Spanish. In the event of discrepancies between the versions, the English version shall prevail.