Allgemeine Geschäftsbedingungen / Terms of Service

1. Definitions

• “Services” means the LLC formation assistance, EIN filing assistance, US tax filing services, annual report services, LLC takeover assistance, and related administrative services offered through the Platform.
• “Formation Service” means assistance with forming a US Limited Liability Company through our registered agent partner.
• “EIN Filing Service” means assistance with preparing and submitting IRS Form SS-4 to obtain an Employer Identification Number.
• “US Tax Filing Service” means the preparation, paid-preparer signature, and submission of IRS Form 5472 and pro-forma Form 1120 for Foreign-Owned US Disregarded Entities.
• “Annual Report Service” means the preparation and submission of the annual report required by the state of formation, where applicable.
• “Takeover Service” means assistance with transferring an existing US LLC into our ongoing services (registered agent change, compliance status review).
• “Customer Data” means all information, documents, and data provided by you in connection with the Services.

2. Nature of Services

2.1 Administrative Filing Services

We provide administrative preparation and filing services for US IRS forms and state filings. All forms are prepared exclusively on the basis of the Customer Data you provide. You review and approve every form before it is submitted. Where we prepare federal tax forms for compensation, we act as a tax return preparer within the meaning of IRC Section 7701(a)(36) and sign the “Paid Preparer” section with our Preparer Tax Identification Number (PTIN). We rely in good faith on the accuracy and completeness of the information you provide; we do not audit, verify, or investigate Customer Data.

2.2 No Tax Advice

WE DO NOT PROVIDE TAX ADVICE. Our Services do not constitute tax consulting, tax planning, tax optimization, or any form of advisory service regarding tax obligations in any jurisdiction. All forms are prepared based solely on the data you provide. We do not evaluate, assess, or advise on the tax implications of your business structure or activities.

2.3 No Legal Advice

WE DO NOT PROVIDE LEGAL ADVICE. Our Services do not constitute legal counsel or legal representation. We do not advise on the legal implications of forming or operating a US LLC.

2.4 Tax Advisory Law Disclaimers

This Service does not constitute regulated tax advice in any jurisdiction. ZICSS LLC is a US company registered in New Mexico, USA. The Services relate exclusively to US IRS forms and administrative filings.

German law (StBerG): Dieser Service stellt keine geschäftsmäßige Hilfe in Steuersachen im Sinne des deutschen Steuerberatungsgesetzes (StBerG) dar. Für Fragen zu deutschen Steuerpflichten, insbesondere zur erweiterten beschränkten Steuerpflicht (§ 2 AStG), Doppelbesteuerungsabkommen oder sonstigen deutschen Steuerangelegenheiten, wenden Sie sich bitte an einen in Deutschland zugelassenen Steuerberater.

French law (Ordonnance n° 45-2138): Ce service ne constitue pas une activité d’expertise comptable ou de conseil fiscal au sens de l’Ordonnance n° 45-2138 du 19 septembre 1945. Pour toute question relative à vos obligations fiscales en France, veuillez consulter un expert-comptable agréé.

2.5 Intended Audience

Our Services are intended for owners of Foreign-Owned US LLCs who require assistance with US IRS compliance. If you are a tax resident in any country where use of this Service may constitute regulated tax advice, we strongly recommend that you engage a licensed tax professional in your country of residence for all tax-related matters.

By using our Services, you represent that you understand this limitation and that you have sought or will seek independent professional advice as needed.

2.6 Professional Advice Recommended

We strongly recommend that you consult with qualified tax and legal professionals in your country of residence before, during, and after using our Services. Any decisions you make based on the output of our Services are your sole responsibility.

3. Services and Scope

3.1 LLC Formation Assistance

We facilitate the formation of US LLCs through our registered agent partner. Formation includes:

• Preparation and submission of Articles of Organization
• Registered Agent service for the first year (provided by our partner)
• Delivery of formation documents upon completion

Formation is subject to approval by the relevant state authority. We do not guarantee approval or any specific processing time.

3.2 EIN Filing Assistance

We assist with preparing IRS Form SS-4 and submitting it to the Internal Revenue Service. Processing times are determined solely by the IRS. We do not guarantee any specific timeline for EIN issuance.

3.3 US Tax Filing Service (Form 5472 + pro-forma Form 1120)

We prepare IRS Form 5472 and the pro-forma Form 1120 based on the Customer Data you provide. Before submission, you receive every form for review; the forms are only submitted after your express approval. You sign the return as owner where required; we sign the “Paid Preparer” section (PTIN) and submit the forms to the IRS by fax or mail. You remain solely responsible for:

• The accuracy and completeness of all data provided
• Providing all required data in time before the applicable IRS deadline; if data is provided late or incompletely, we cannot guarantee timely filing
• Reviewing and approving each form before submission

We prepare forms in good-faith reliance on your data. We do not audit or verify Customer Data and are not responsible for penalties resulting from inaccurate or incomplete Customer Data.

3.4 Annual Report Service

Where booked, we prepare and submit the annual report required by the state of formation on your behalf. State fees are passed through at cost. In states without an annual report requirement (e.g., New Mexico), this Service is not applicable.

3.5 LLC Takeover

For existing US LLCs, we assist with transferring the company into our ongoing services: change of registered agent, review of the current compliance status (state standing, past filings), and onboarding into the modules booked. The takeover does not include curing past non-compliance unless separately agreed.

3.6 What We Do Not Do

We explicitly do not provide:

• Tax planning or tax optimization strategies
• Advice on tax obligations in any jurisdiction (US, German, or otherwise)
• Legal advice on business structures
• Advice on the German extended tax liability (§ 2 AStG), double taxation treaties, or any German tax matters
• Bookkeeping, accounting, or audit services
• Representation before the IRS or any government authority

4. Customer Obligations

4.1 Accurate Information

You represent and warrant that all Customer Data provided to us is true, accurate, and complete to the best of your knowledge. You acknowledge that our Services rely entirely on the information you provide.

4.2 Review Obligation

You are responsible for reviewing all documents prepared by us before they are submitted to any government authority. By approving a document for submission, you confirm its accuracy.

4.3 Compliance

You are solely responsible for complying with all applicable laws and regulations in your country of residence and in the United States, including but not limited to tax filing obligations, reporting requirements, and business registration requirements.

4.4 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.5 Registered Agent Address — Permitted Use

Our registered agent partner provides a physical office address that may be used as a registered office, principal place of business, or officer/member address solely in connection with official state filings for your LLC. You may not:

• Use the registered agent address as a personal mailing address
• File a change of address or mail forwarding request with the United States Postal Service (USPS) directing mail to the registered agent address
• Use the address for purposes unrelated to your LLC’s official filings

If you violate this Section, we may immediately terminate your account, and you will be liable for any costs, damages, or legal fees incurred by us or our registered agent partner as a result.

4.6 Mail Handling

Our registered agent partner scans and uploads state correspondence and legal notices (Service of Process, Secretary of State mail) at no additional cost. For regular mail (non-state, non-legal), up to five (5) pieces per service year are included at no charge. Each additional piece of regular mail will incur a fee of $15 per item for scanning and upload. Regular mail costs will be invoiced separately.

4.7 Prohibited Activities

You agree not to use our Services or your LLC formed through our Services for any unlawful purpose, including but not limited to money laundering, fraud, tax evasion, sanctions violations, or any activity that could expose us or our partners to legal liability. We reserve the right to refuse or terminate service to any Customer at our sole discretion.

5. Pricing and Payment

5.1 Service Fees

Current pricing is displayed on the Platform. We reserve the right to change pricing at any time, with changes taking effect for new orders only. Existing agreements remain at the agreed price.

5.2 LLC Formation

Formation fees are due in full at the time of order. Formation fees include our service fee and third-party costs (state filing fees, registered agent fees). Third-party costs are passed through at cost.

5.3 Registered Agent — First Year

The Formation Service includes Registered Agent service for the first (1st) year at no additional charge.

5.4 Subsequent Year Services

The following annual service fees apply (Registered Agent starting from the second year of service; other modules from the year in which they are booked):

• Registered Agent Service: €149 per year (renewal of the registered agent provided through our partner)
• US Tax Filing Service: €349 per year (preparation, PTIN signature, and submission of IRS Form 5472 and pro-forma Form 1120)
• Annual Report Service: €119 per year (preparation and submission of the state annual report; state fees are passed through at cost)
• Bundle “Rundum-sorglos” (Registered Agent + US Tax Filing + Annual Report Service): €599 per year

Prices may be adjusted annually. Any price changes will be communicated at least 60 days before your renewal date. If you do not agree with a price change, you may cancel before the renewal date.

5.5 Registered Agent Renewal

The Registered Agent service included in the Formation Service is provided for an initial term of one (1) year. After the initial term, Registered Agent service renews annually at the rate displayed on the Platform. We will send a renewal reminder 90 days before the renewal date.

If you do not renew the Registered Agent service:

• Your Registered Agent will be resigned from your LLC
• Your LLC will lose its registered agent on file with the state
• The state may mark your LLC as not in good standing
• Continued non-compliance may result in administrative dissolution of your LLC by the state
• We are not responsible for any consequences of non-renewal, including loss of good standing, penalties, or dissolution

You may choose to appoint a different registered agent at any time. If you do so, please notify us so we can process the change of agent.

5.6 Non-Payment

If any invoice remains unpaid for more than thirty (30) days after the due date, we may:

• Suspend access to the Platform and all Services
• Send the renewal reminder to the registered agent partner to initiate resignation
• Charge a late fee of 1.5% per month on the outstanding balance

We will provide at least two (2) written notices (via email) before suspending services or initiating registered agent resignation.

5.7 Payment Methods

Payments are processed through Stripe. We accept credit cards and SEPA direct debit. All prices are displayed in Euros (EUR) unless otherwise noted.

5.8 Refund Policy

• Formation Service: Refundable before submission to state authority, minus any non-recoverable third-party costs already incurred. Non-refundable after submission.
• EIN Filing Service: Refundable before fax submission to IRS. Non-refundable after submission.
• US Tax Filing Service: Refundable before submission to the IRS. Non-refundable after submission.
• Annual Report Service: Refundable before submission to the state authority. Non-refundable after submission.

5.9 Right of Withdrawal (EU Consumers)

If you are a consumer located in the European Union or the European Economic Area, you have the right to withdraw from a distance contract within fourteen (14) days of the conclusion of the contract, without giving any reason, in accordance with Directive 2011/83/EU (Consumer Rights Directive).

To exercise your right of withdrawal, send a clear statement to llc-anfrage@zicss.de (e.g., “I hereby withdraw from my contract for [Service], ordered on [date]”). You may use any unambiguous written form.

Exceptions: The right of withdrawal expires once we have fully performed the Service with your prior express consent and your acknowledgment that you lose the right of withdrawal upon full performance. Specifically:

• Formation Service: The right of withdrawal expires once the Articles of Organization have been submitted to the state authority.
• EIN Filing Service: The right of withdrawal expires once Form SS-4 has been submitted to the IRS.
• US Tax Filing Service: The right of withdrawal expires once the forms have been submitted to the IRS.
• Annual Report Service: The right of withdrawal expires once the annual report has been submitted to the state authority.

If you withdraw before these points, we will reimburse all payments received from you, minus any non-recoverable third-party costs already incurred, within fourteen (14) days using the same payment method.

6. Limitation of Liability

6.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.2 Exclusion of Consequential Damages

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business
• Loss of data
• Penalties, fines, or interest imposed by any government authority (including the IRS)
• Costs of procuring substitute services
• Any damages arising from your reliance on our Services

THIS EXCLUSION APPLIES REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED.

6.3 As-Is Provision

Our Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that:

• Our Services will meet your specific requirements
• Our Services will be uninterrupted, timely, or error-free
• The results obtained from our Services will be accurate or reliable
• Any government agency will accept or approve filings prepared through our Services

6.4 IRS Outcomes

We are not responsible for any actions taken by the IRS or any other government authority in response to forms or filings prepared through our Services, including but not limited to rejections, audits, penalties, or requests for additional information.

7. Indemnification

You agree to indemnify, defend, and hold harmless ZICSS LLC, its members, managers, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of our Services
• Your breach of these Terms
• Your violation of any applicable law or regulation
• The inaccuracy or incompleteness of any Customer Data you provide
• Any third-party claims related to your LLC or tax filings
• Any misuse of the registered agent address provided through our Services, including but not limited to USPS mail forwarding requests, personal use of the address, or any use that results in claims against our registered agent partner
• Any legal costs or attorneys’ fees incurred by our registered agent partner as a result of your actions or the actions of your LLC

8. Term and Termination

8.1 Term

These Terms are effective upon your first use of our Services and remain in effect until terminated.

8.2 Termination by Customer

You may terminate your account at any time by contacting us. Termination does not entitle you to a refund for Services already rendered.

8.3 Termination by Company

We may terminate or suspend your account at any time, with or without cause, upon written notice. In case of termination without cause, we will refund prepaid fees for Services not yet rendered.

8.4 Effect of Termination

Upon termination:

• We will provide you with copies of all documents prepared on your behalf
• We will delete your Customer Data within 30 days, unless retention is required by law
• Sections 2, 6, 7, 9, and 10 survive termination

9. Governing Law and Dispute Resolution

9.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without regard to its conflict of law provisions.

9.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or our Services shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days.

9.3 Jurisdiction

If negotiation fails, any legal action or proceeding shall be brought exclusively in the state or federal courts located in Bernalillo County, New Mexico, USA. You consent to the personal jurisdiction of such courts.

9.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

9.5 Mandatory Consumer Protections

Nothing in this Section shall deprive consumers domiciled in the European Union or European Economic Area of the protection afforded by mandatory provisions of the law of their country of habitual residence (Article 6 Rome I Regulation, EU 593/2008).

10. Data Protection

10.1 GDPR Compliance

We process personal data of customers located in the European Union / European Economic Area in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”). For details, please refer to our Privacy Policy at llc-steuer.de/datenschutz.

10.2 Data Processing

Customer Data is processed solely for the purpose of providing our Services. We do not sell, share, or otherwise disclose Customer Data to third parties except:

• To our registered agent partner, as necessary to perform the Formation Service
• To payment processors (Stripe), as necessary to process payments
• As required by applicable law or government order

10.3 Data Storage

Customer Data is stored on servers located in the European Union (netcup GmbH, Nuremberg, Germany). No AI processing is applied to Customer Data. Forms are prepared on our EU-hosted servers.

10.4 Data Retention

We retain Customer Data for the duration of our business relationship and for a period of ten (10) years thereafter, as required for tax documentation purposes. You may request deletion of your data at any time, subject to legal retention obligations.

11. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to: natural disasters, government actions, changes in law or regulation, IRS system outages, internet disruptions, pandemics, or acts of war or terrorism.

12. Miscellaneous

12.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and ZICSS LLC regarding the Services.

12.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through the Platform at least thirty (30) days before taking effect. Your continued use of our Services after such notice constitutes acceptance of the modified Terms.

12.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

12.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

12.5 No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

12.6 Language

These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

13. Contact

ZICSS LLC
1209 Mountain Road PL NE STE N
Albuquerque, NM 87110
United States of America

Email: llc-anfrage@zicss.de
Website: llc-steuer.de