Terms of Service

These Terms of Service govern the use of mantelhandel.com and any services provided by MantelHandel LLC. By using the website or engaging MantelHandel LLC's services, you accept these Terms.

This document is the master English version. Localized German (AGB) and Russian versions are provided separately. In the event of any discrepancy between language versions, the English version prevails.

1. Parties and Scope

These Terms of Service (the "Terms") constitute the agreement between:

  • MantelHandel LLC, a limited liability company organized under the laws of the State of Colorado, USA, having its principal place of business at 2020 N Academy Blvd, Ste 261 #4756, Colorado Springs, CO 80909, USA ("MantelHandel", "we", "us", "our"), and

  • the business entity or sole entrepreneur engaging MantelHandel's services ("Client", "you", "your").

These Terms apply exclusively to business clients (B2B). MantelHandel does NOT offer its services to consumers (natural persons acting for purposes outside their trade, business, craft, or profession). By accepting these Terms, you represent and warrant that you are acting in the course of your trade, business, or profession.

2. Description of Services

MantelHandel offers the following categories of business consulting and intermediation services:

2.1. Cross-border company formation consulting

Advisory services regarding the selection of a suitable jurisdiction for the formation of a new company, the legal form, and the corporate structure. Coordination with local registered agents, notaries, and other service providers in the destination jurisdiction for the purposes of the formation.

2.2. Intermediation in the transfer of pre-registered companies ("shelf companies")

Facilitation of the transfer of beneficial ownership of pre-existing corporate structures ("shelf companies" or "Mantelgesellschaften") which were lawfully formed in the relevant jurisdiction. MantelHandel facilitates the introduction; the actual transfer of ownership is effected through the appropriate legal mechanisms of the destination jurisdiction (share transfer, member substitution, etc.) by qualified local counsel.

2.3. Corporate "upgrade" services

Advisory services regarding the operational positioning of an existing corporate structure for the purpose of improving its acceptance by banks and payment-service providers. This may include guidance on website setup, corporate email and telephone infrastructure, and general positioning. The decision of any bank or payment-service provider to onboard the Client remains at the sole discretion of that institution.

2.4. Payment-solution consulting

Advisory services regarding the selection and integration of payment-service providers, banking partners, and related financial infrastructure to support the Client's business. MantelHandel does not act as a payment institution, money-services business, or financial intermediary.

2.5. What MantelHandel does NOT provide

MantelHandel expressly does NOT provide:

  • Legal advice or legal services within the meaning of the German Rechtsdienstleistungsgesetz (RDG), the US bar regulations, or the legal-profession rules of any jurisdiction

  • Tax advice or tax services within the meaning of the German Steuerberatungsgesetz (StBerG), the US Internal Revenue Code, or the tax-profession rules of any jurisdiction

  • Investment advice within the meaning of MiFID II, the US Investment Advisers Act of 1940, or comparable regulation

  • Banking, payment, money-transmission, or money-services-business activity

  • Auditing, accounting, or bookkeeping services

  • Custody of client funds or fiduciary services

For any service falling within the scope of the foregoing, the Client must engage a qualified, licensed, and regulated professional in the relevant jurisdiction. MantelHandel will be pleased to facilitate an introduction where appropriate.

3. Engagement and Contract Formation

Use of the mantelhandel.com website does not, by itself, create a contractual relationship. A contractual engagement is formed only when:

  1. the Client submits a request to engage MantelHandel for a specified service,

  2. MantelHandel issues a written engagement letter or service agreement setting out the scope, fees, and timeline,

  3. the Client accepts the engagement letter in writing (email confirmation suffices), and

  4. MantelHandel confirms the engagement is accepted, after the completion of any required KYC and sanctions-screening checks.

MantelHandel reserves the right to decline any engagement, at its sole discretion, without obligation to provide reasons.

4. Client Obligations

The Client undertakes:

  • to provide accurate, complete, and current information in connection with all KYC, AML, sanctions-screening, and beneficial-ownership disclosures

  • to promptly notify MantelHandel of any change in the information provided, including changes in beneficial ownership, control, or business activity

  • to use MantelHandel's services exclusively for lawful business purposes and in compliance with all applicable laws of the Client's jurisdiction of residence, the destination jurisdiction, and any other relevant jurisdiction

  • to refrain from using MantelHandel's services for the purposes of money laundering, terrorism financing, sanctions evasion, tax evasion, fraud, or any other unlawful purpose

  • to bear sole responsibility for the Client's tax compliance, reporting obligations, and any other regulatory obligations applicable to the Client and its corporate structures, in the Client's jurisdiction of residence and in any other relevant jurisdiction

  • to pay all fees due under the engagement letter in accordance with the payment terms set out therein

5. KYC, Anti-Money-Laundering, and Sanctions Screening

MantelHandel applies risk-based KYC and AML procedures consistent with international best practice and any applicable regulation. Prior to commencing any engagement, the Client will be required to:

  • provide identification documentation for the Client entity, its directors, and its ultimate beneficial owners

  • disclose the source of funds and source of wealth to the extent relevant to the engagement

  • disclose any politically exposed person (PEP) status, sanctions exposure, or adverse media coverage

  • provide such additional documentation as MantelHandel may reasonably request

MantelHandel screens all clients and beneficial owners against the consolidated sanctions lists of the United Nations, the European Union, the United Kingdom (OFSI), the United States (OFAC), and other relevant authorities. MantelHandel will decline any engagement in which the Client, any beneficial owner, or any counterparty is the subject of applicable sanctions.

MantelHandel reserves the right to terminate any engagement at any time if KYC, AML, or sanctions-screening concerns arise that, in MantelHandel's reasonable judgment, render continuation inappropriate. In such case, fees paid for completed work remain payable; fees paid in advance for incomplete work will be refunded pro rata, less reasonable costs incurred.

6. Fees and Payment Terms

Fees for the services are set out in the individual engagement letter. Unless otherwise agreed in writing:

  • Fees are quoted exclusive of any applicable VAT, sales tax, or equivalent indirect tax, which is charged additionally where applicable

  • Fees are payable in advance for engagements with a fixed price; for engagements priced on a time-and-materials basis, invoices are issued monthly in arrears and payable within 14 days

  • Payment is due in USD, EUR, GBP, or such other currency as agreed in the engagement letter, by bank transfer or other method specified by MantelHandel

  • Late payment accrues interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid in full

  • Third-party fees (government filing fees, registered-agent fees, notary fees, etc.) are payable by the Client in addition to MantelHandel's fees, either directly or via reimbursement

7. Performance Standards and Timelines

MantelHandel will perform its services with the professional care and skill reasonably expected of a competent business-consulting firm. Timelines for the completion of services depend on factors outside MantelHandel's control, including but not limited to:

  • government processing times in the destination jurisdiction

  • the responsiveness of banking partners, payment-service providers, and other counterparties

  • the completeness and accuracy of information and documentation provided by the Client

  • changes in applicable law or regulatory practice

MantelHandel does not guarantee any specific outcome, including but not limited to the successful incorporation of any company, the opening of any bank account, the obtaining of any license, or the approval of any application by any third party. The decision of any government agency, bank, or other third party remains at the sole discretion of that institution.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

  • MantelHandel's aggregate liability arising out of or in connection with any engagement, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the amount of fees actually paid by the Client to MantelHandel under the relevant engagement letter during the twelve (12) months preceding the event giving rise to the claim

  • MantelHandel will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, lost business opportunities, loss of goodwill, or loss of data

  • MantelHandel will not be liable for any losses caused by acts or omissions of third parties, including but not limited to government agencies, banks, registered agents, notaries, payment-service providers, or counterparties introduced to the Client

  • MantelHandel will not be liable for any losses arising from the Client's failure to comply with applicable law, tax obligations, reporting obligations, or other regulatory obligations

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable mandatory law, including liability for fraud, willful misconduct, or, where mandatory under applicable law, gross negligence and personal injury.

9. Confidentiality

Each party undertakes to keep confidential all non-public information disclosed by the other party in connection with the engagement, and to use such information solely for the purposes of performing the engagement. This obligation does not apply to information that:

  • is or becomes publicly known through no fault of the receiving party

  • is independently developed by the receiving party without use of the disclosing party's information

  • is required to be disclosed by law, regulation, or order of a competent authority

  • is shared with professional advisors, processors, or sub-contractors who are themselves bound by confidentiality obligations

Confidentiality obligations survive termination of the engagement for a period of five (5) years.

10. Intellectual Property

All intellectual property rights in the content of the mantelhandel.com website, in MantelHandel's templates, methodologies, and work product (other than documents created specifically for the Client) remain the property of MantelHandel. The Client receives a non-exclusive, non-transferable license to use MantelHandel's deliverables solely for the internal business purposes of the Client and the corporate structures it establishes through MantelHandel's services.

11. Data Protection

MantelHandel processes personal data in accordance with the Privacy Policy published on mantelhandel.com. Where MantelHandel acts as a processor (as opposed to a controller) on behalf of the Client, the parties will enter into a separate Data Processing Agreement compliant with Article 28 GDPR if requested by the Client.

12. Term and Termination

Each engagement runs for the term specified in the engagement letter, or, where no term is specified, for the duration necessary to complete the services. Either party may terminate an engagement:

  • for material breach by the other party that is not cured within thirty (30) days of written notice

  • immediately upon insolvency, bankruptcy, or analogous proceedings affecting the other party

  • immediately by MantelHandel where KYC, AML, or sanctions-screening concerns arise

  • by mutual written agreement

Upon termination, fees for work completed up to the date of termination remain payable. Unused advance fees are refunded pro rata, less reasonable costs incurred.

13. Force Majeure

Neither party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, governmental action, sanctions, embargo, internet or telecommunications outage, or pandemic.

14. Assignment

The Client may not assign or transfer its rights or obligations under any engagement without the prior written consent of MantelHandel. MantelHandel may assign its rights and obligations to any successor entity, group company, or in connection with the sale of its business.

15. Governing Law and Dispute Resolution

These Terms and any engagement governed by them are governed by and construed in accordance with the laws of England and Wales, excluding its conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute, controversy, or claim arising out of or in connection with these Terms or any engagement, including any question regarding their existence, validity, performance, breach, or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, each party may seek interim, injunctive, or conservatory relief from any court of competent jurisdiction.

The parties acknowledge that any arbitration award rendered pursuant to this clause is enforceable in any state that is a contracting party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958), including all member states of the European Union and the United States of America.

16. Miscellaneous

These Terms, together with the applicable engagement letter and the Privacy Policy, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements, representations, and understandings.

No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision is not a waiver of that provision or of any future right to enforce it.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect. The parties will negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the economic and legal intent of the invalid provision.

Notices to MantelHandel must be sent to info@mantelhandel.com or by mail to MantelHandel LLC, 2020 N Academy Blvd, Ste 261 #4756, Colorado Springs, CO 80909, USA. Notices to the Client may be sent to the email address or postal address provided by the Client in connection with the engagement.

These Terms exclude any rights of any third party under the Contracts (Rights of Third Parties) Act 1999. No third party shall have any right to enforce any provision of these Terms.

17. Changes to These Terms

MantelHandel may update these Terms from time to time. The current version is always published on mantelhandel.com. For existing engagements, the version of the Terms in effect at the date of acceptance of the engagement letter continues to apply unless the parties agree in writing to apply an updated version.

Effective Date: 27 May 2026

Version: 1.1 (post-legal-review)

Version 1.1 · Effective 27 May 2026