Canadian Business Setup Agreement

This agreement is between Thinking Systems, LLC, a Wyoming limited liability company that operates BorderlessKit ("we," "us"), and every person or legal entity identified as a partner in the written order confirmation (together, "you"). Each partner must accept it before payment. It applies only to the British Columbia limited liability partnership setup described below.

The written order confirmation identifies the proposed partners, business activity, price, expected third-party costs and any case-specific limits. Our Terms of Service and Privacy Policy also apply. If they conflict with this agreement, this agreement controls for this service.

1. What we do

After every partner accepts this agreement and the order is paid, we will:

1. review the ownership, partner residences, business activity and intended financial accounts against the eligibility rules we and our providers use;
2. coordinate the name request and registration of one British Columbia limited liability partnership and pay the ordinary name and registration fees shown in the order confirmation;
3. coordinate a partnership agreement and the initial partner records through our delivery provider;
4. provide the registered office and records service described in the order confirmation for the first 12 months;
5. file the first British Columbia annual report and pay its ordinary filing fee;
6. apply for a Canada Revenue Agency Business Number if the partnership needs one for the agreed applications;
7. help prepare and check up to two applications in total for business banking or payment services that we identify as suitable for the information you give us; and
8. give you the registration and partnership documents, provider decisions, renewal date, annual-report date, and a written list of your remaining responsibilities.

You submit each financial-provider application and complete identity, address and business verification yourself. Our support ends when these steps are complete or six months after payment, whichever comes first. Time while a step waits on us does not count toward the six months. Further applications or support require a separate written quote.

We use third parties for registration, office, records and other delivery work. We coordinate their work and remain responsible for our own work. The order confirmation identifies any third-party term that applies directly to you.

2. Eligibility and when we may decline

This package is for a genuine business carried on for profit by at least two partners who live and work outside Canada. A partner may not be added only to satisfy a registration requirement. Legal-entity partners, regulated activities, complex ownership, Canadian operations and Canadian employees require separate approval before payment.

We may decline before filing if:

• the proposed arrangement is not a valid partnership or does not fit this package;
• the activity, partner residence, ownership or operating address is not supported by the providers needed for the agreed setup;
• a partner does not provide adequate identity, address, ownership or source-of-funds evidence;
• information is false or inconsistent; or
• continuing could breach law, sanctions, provider rules or our risk policy.

A pre-order review reduces avoidable mismatches. It is not legal or tax advice and does not guarantee registration or account approval.

3. Price and payment

The one-time setup price is USD 1,999, paid in full before work starts. It includes only the work and ordinary third-party costs listed in section 1 and the written order confirmation.

Before payment, the order confirmation shows:

• any expedited filing, courier, certification, travel or provider fees not included in USD 1,999; and
• whether you chose automatic Canadian upkeep renewal.

The setup price includes the first 12 months of registered office and records service and the first BC annual report with its ordinary filing fee.

Optional Canadian upkeep costs USD 1,199 a year. If you choose it, the first renewal is charged on the first registration anniversary and then yearly until cancelled. Each renewal covers the next 12 months of registered office and records service, the BC annual report and ordinary filing fee, deadline reminders, and a yearly check for changes that may affect the service. It does not include tax or accounting work.

We email you before renewal. We will give at least 30 days' notice before changing the annual price, so you can cancel first. You may cancel automatic renewal at any time; paid service continues to the end of its term. If you do not renew, you must appoint a replacement registered office and records provider before our service ends.

4. What is not included

Unless the written order confirmation expressly says otherwise, the service does not include:

• bookkeeping, financial statements, income-tax returns, partnership information returns, GST/HST or provincial sales-tax work, payroll or withholding;
• legal, tax, accounting, investment or financial advice;
• home-country filings or analysis of how a partner's country treats the BC LLP;
• registrations outside British Columbia, or work arising from Canadian employees, offices, inventory or other Canadian operations;
• personal banking, personal tax numbers, personal or business credit building, credit-card applications, loans or financing;
• expedited filing, travel, courier, notarization, certified copies, translations or fees charged by financial providers; or
• work needed because information was late, false, incomplete or changed after we started.

We can quote separately for work we are qualified and willing to coordinate. A separate quote does not mean that BorderlessKit provides legal or tax advice.

5. Tax and partnership disclosures

A BC LLP is a partnership, not a corporation. Partnership income and losses are allocated to its partners. Each partner is responsible for reporting and paying tax where required.

Registration in British Columbia does not by itself establish that the partners or partnership have no Canadian filing or tax obligations. Canadian business activity, Canadian-source income, GST/HST registration, the type of partner, revenue or asset thresholds, and other facts can create obligations. Work performed or management exercised in another country can create obligations there.

BC LLP liability protection has statutory exceptions. It does not protect a partner from the partner's own wrongful acts or every liability imposed by law. The partnership must keep partner names and prescribed addresses at its BC registered office, and BC law requires that information to be available for inspection and copying. Do not accept this agreement if you need secret or anonymous ownership.

You should obtain advice from qualified professionals in Canada and in every country where a partner lives, works or manages the business. We do not determine your tax residence, income source, permanent establishment, filing position or entitlement to treaty benefits.

6. Financial-provider decisions

Banks, payment processors and other financial providers make their own decisions and set their own timelines. They may require a physical operating address, evidence of where the business is managed, travel or additional documents. The BC registered office is not an operating address and must not be presented as one.

We do not guarantee approval, account features, currencies, limits, processing rates, card issuance, financing or how long a review will take. A provider decline does not undo completed registration or other completed work, and it does not by itself entitle you to a refund.

7. What we need from you

Each partner must:

• provide accurate and complete identity, residence, address, ownership, activity, source-of-funds and tax-residence information, and promptly report changes;
• reply to requests within 14 days and complete personal signatures, interviews and verification;
• provide genuine documents through the private upload channel we specify, not ordinary email;
• use the partnership only for lawful activities consistent with the information supplied to us and providers;
• keep adequate business and accounting records; and
• meet all ongoing obligations after handover, including annual reports, office and records requirements, tax and information returns, sales tax, payroll, licenses and home-country reporting.

Never send us bank passwords, one-time verification codes or full payment-card details. If a step waits on you for more than 60 days, we may close the case under section 8.

8. Cancellation, stopping work and refunds

You have a right to a refund only before registration.

• Before we submit the name request or registration: you may cancel for a full refund. If we decline the case at this point, we refund the full price.
• Once we submit the name request or registration: you have no right to a refund, however the case ends. This includes a bank or provider declining an application, a partner changing their mind, a case closed for inactivity, and work stopped because information was false, a partner did not cooperate or continuing could breach law or sanctions.
• Requests after registration: you can still ask. We review each request individually and may refund all or part of the price, for example when a step could not be completed for reasons within our control. The decision is ours.
• Case inactivity: if a case waits on you for more than 60 days, we may close it. You can ask to resume within the original six-month support period; work outside it requires a new quote.
• Annual upkeep: you may cancel automatic renewal at any time, and we email you before each renewal. A renewal that has been charged is not refundable; paid service continues to the end of its term.

A refund returns to the original payment method within 14 days after we confirm it. To cancel, email support@borderlesskit.com.

9. Records, privacy and partner information

We use information to deliver the service and share it with the registry, government authorities, delivery providers and financial providers involved in the agreed steps. Each partner authorizes those disclosures and confirms that they may provide the information submitted about the other partners.

We store customer-uploaded identity documents privately and delete them when setup no longer needs them, no later than 30 days after handover or case closure, unless the law requires a longer period. Registration, agreement, service and transaction records that must be retained are not temporary identity uploads and may be kept for the required period.

The registered office and records provider must keep and disclose partner information as British Columbia law requires. Our Privacy Policy cannot prevent a disclosure required by that law.

10. Liability

To the extent the law allows, our total liability under this agreement is limited to the amount paid to us for this setup. We are not liable for indirect or consequential losses, a government or provider decision, or tax and legal consequences arising from how the partnership is operated or from inaccurate or late information.

Nothing in this agreement excludes liability that cannot lawfully be excluded or limits non-waivable consumer rights.

11. Changes, governing law and contact

The accepted version and written order confirmation apply to the case. Changes require written agreement by every partner and us.

This agreement is governed by the laws of the State of Wyoming, except that British Columbia law governs the partnership's formation, status and statutory records.

support@borderlesskit.com, or Thinking Systems, LLC, 2093 Philadelphia Pike, Claymont, DE 19703, USA.