Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Faro Ventures LLC and its affiliates ("Company," "Faro Ventures," "we," "us," or "our").

By accessing our website at faroventures.co (the "Website"), engaging our services, or executing a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must immediately cease use of our Website and services.

2. Description of Services

Faro Ventures LLC and its affiliates provide comprehensive back-office operational services for US companies expanding to Costa Rica and professional advisory firms seeking institutional-grade execution partners. Our services are organized into six core pillars:

2.1 Entity Incorporation

• Strategic corporate structuring and entity formation in Costa Rica
• Foreigner's Tax ID (NITE) acquisition
• Corporate governance framework and bylaws preparation
• Regulatory tax registration with Costa Rican authorities
• Designated Power of Attorney (POA) services
• Registered corporate domicile establishment
• First-year statutory compliance coordination

2.2 Corporate Guardianship

• Ongoing legal representation through licensed Costa Rican attorneys
• Corporate fiduciary oversight and governance compliance
• Legal communication and correspondence management
• Regulatory filing coordination with government entities
• Board resolution preparation and corporate record maintenance
• Annual corporate compliance and reporting

2.3 Entity Tax Compliance

• Monthly and quarterly tax return preparation and filing
• Annual corporate income tax compliance (D-101)
• Value-added tax (VAT/IVA) management and reporting
• Withholding tax calculations and remittances
• Tax strategy consultation and optimization
• Audit support and tax authority correspondence

2.4 Financial Control

• CPA-led financial oversight and controller-level services
• Monthly financial statement preparation (P&L, Balance Sheet, Cash Flow)
• General ledger management and chart of accounts structuring
• Accounts payable and receivable administration
• Budget preparation and variance analysis
• Financial reporting to US parent companies and stakeholders
• Internal controls implementation and compliance monitoring

2.5 Banking & Treasury

• Corporate bank account opening facilitation
• Multi-currency treasury management (USD, CRC, EUR)
• Daily cash position monitoring and liquidity management
• Foreign exchange (FX) coordination and hedging strategies
• Wire transfer execution and payment processing
• Bank reconciliation and transaction oversight
• Relationship management with Costa Rican financial institutions

2.6 Payroll Management

• Full-cycle payroll processing for Costa Rican employees
• Social security (CCSS) and mandatory insurance (INS) compliance
• Income tax withholding and remittance
• Vacation, severance, and statutory benefit calculations
• Monthly payroll reporting and year-end tax forms (D-151, D-152)
• Employee onboarding documentation and contract preparation
• Termination processing and legal compliance

3. Service Execution

Faro Ventures LLC operates as a global professional services provider. Services are executed by our specialized infrastructure located outside the United States, primarily within the Republic of Costa Rica, but may include other international jurisdictions through our network of affiliates and subsidiaries. Legal services are provided exclusively under the jurisdiction of the Republic of Costa Rica by duly licensed professionals in that country.

All services comply with applicable laws and professional standards in the jurisdictions where they are performed. Clients acknowledge that services provided outside the United States are subject to the laws, regulations, and professional standards of the jurisdictions in which they are delivered.

4. Partnership Hub (White-Label & Advisory)

We offer specialized collaboration models for Law, Accounting, and Advisory Firms.

4.1 White-Label International Desk

Faro Ventures acts as an offshore/nearshore infrastructure partner, allowing the Partner Firm to provide localized operational services under their own brand. Faro Ventures remains responsible for the technical execution outside the US. This model enables professional firms to:

• Expand their service portfolio without local hiring or infrastructure investment
• Maintain direct client relationships and brand control
• Leverage our Costa Rican operational expertise and licensed professionals
• Scale billable capacity through our dedicated or shared resource models

White-label arrangements are governed by separate Master Service Agreements (MSAs) that establish service level agreements, confidentiality provisions, and operational protocols.

4.2 Strategic Revenue-Share

Partner Firms may be eligible for compensation for client relationship management and compliance oversight, subject to a separate Strategic Partnership Agreement. Revenue-share arrangements are structured based on:

• Client referral and relationship origination
• Ongoing client communication and coordination responsibilities
• Complexity and scope of services provided to referred clients
• Duration and exclusivity of the partnership arrangement

All revenue-share agreements must comply with applicable professional ethics rules and regulations governing fee-sharing arrangements in relevant jurisdictions.

4.3 Conflict-Free Operating Model

We operate under a strict conflict-free model to protect Partner Firm client relationships. Faro Ventures will not:

• Directly solicit or compete for Partner Firm clients
• Provide services to Partner Firm clients outside the scope of the partnership agreement
• Disclose client information or business intelligence to competing firms

This commitment is enforced through contractual non-compete provisions and institutional protection frameworks.

5. Client Responsibilities

To ensure effective service delivery, you agree to:

• Provide accurate, complete, and timely information required for service execution
• Respond promptly to requests for documentation, approvals, or clarifications
• Maintain open and professional communication with our team
• Comply with all applicable laws and regulations in the United States and Costa Rica
• Pay all fees and invoices within the agreed-upon payment terms
• Notify us immediately of any changes to your business structure, ownership, or contact information
• Review and approve financial statements, tax returns, and other deliverables in a timely manner
• Maintain adequate insurance coverage as required by Costa Rican law

Failure to meet these responsibilities may result in delays, additional fees, or termination of services.

6. Fees and Payment Terms

6.1 Service Fees

Fees for our services are outlined in individual service agreements, proposals, or statements of work ("SOW"). Fees may be structured as:

• One-Time Project Fees: For entity incorporation and other setup services
• Monthly Retainers: For ongoing services such as corporate guardianship, tax compliance, financial control, and payroll
• Hourly Rates: For ad-hoc consulting or services outside the scope of standard retainers
• Revenue-Share Arrangements: For strategic partnerships with professional advisory firms

6.2 Payment Terms

• One-Time Projects: 50% deposit due upon engagement, 50% upon completion
• Monthly Retainers: Due within 15 days of invoice date (Net 15)
• Late Payments: Subject to a 1.5% monthly interest charge (18% annual rate)
• Currency: All fees are quoted and payable in US Dollars (USD) unless otherwise specified

6.3 Reimbursable Expenses

In addition to service fees, clients are responsible for reimbursing actual costs incurred on their behalf, including but not limited to:

• Government filing fees and registration costs
• Notary and legal certification fees
• Third-party vendor charges (e.g., courier services, background checks)
• Bank fees and wire transfer charges

All reimbursable expenses will be documented and billed with supporting receipts.

6.4 Fee Adjustments

We reserve the right to adjust our fees annually with 60 days' written notice. Fee increases will not exceed 10% per year unless mutually agreed upon in writing.

7. Confidentiality and Data Protection

We are committed to maintaining the confidentiality and security of your information. All client data is protected under our Privacy Policy and applicable data protection laws.

7.1 Confidential Information

Both parties agree to maintain the confidentiality of all proprietary, financial, strategic, and operational information disclosed during the service relationship. This obligation survives termination of the agreement.

7.2 Permitted Disclosures

We may disclose confidential information only when:

• Required by law or legal process
• Necessary for service delivery to authorized third-party providers
• Explicitly authorized by you in writing

7.3 Data Security

We implement industry-standard security measures, including encryption, access controls, and regular security audits. However, we cannot guarantee absolute security against all potential threats.

8. Intellectual Property

8.1 Client Data Ownership

You retain all ownership rights to your business data, financial records, and proprietary information provided to us. We claim no ownership interest in your intellectual property.

8.2 Deliverables

Upon full payment of fees, you own all deliverables specifically created for you, including financial statements, tax returns, corporate documents, and reports. We retain the right to use anonymized data for internal analysis and service improvement.

8.3 Faro Ventures Property

All methodologies, processes, templates, software, and proprietary tools developed by Faro Ventures remain our exclusive property. You may not copy, distribute, or reverse-engineer any of our proprietary systems.

9. Limitation of Liability

9.1 Services Provided "As Is"

Our services are provided on an "as is" basis. While we strive for accuracy and compliance, we make no warranties regarding the outcomes of our services, including but not limited to tax savings, regulatory approvals, or business success.

9.2 Limitation of Damages

To the maximum extent permitted by law, Faro Ventures' total liability for any claims arising from or related to our services shall not exceed the total fees paid by you in the 12 months preceding the claim.

9.3 Excluded Damages

Under no circumstances shall we be liable for:

• Indirect, incidental, consequential, or punitive damages
• Lost profits, revenue, or business opportunities
• Damages resulting from third-party actions or government regulatory changes
• Damages caused by your failure to provide accurate information or comply with legal obligations

9.4 Professional Liability Insurance

Faro Ventures maintains professional liability insurance covering errors and omissions. Claims must be submitted within applicable statutes of limitations.

10. Indemnification

You agree to indemnify, defend, and hold harmless Faro Ventures LLC and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or any applicable laws
• Your misuse of our services or Website
• Inaccurate or incomplete information provided by you
• Your business operations, employment practices, or third-party relationships
• Any disputes with your employees, contractors, customers, or suppliers

11. Termination

11.1 Termination by Either Party

Either party may terminate the service relationship with 30 days' written notice. Termination does not relieve you of payment obligations for services rendered prior to termination.

11.2 Immediate Termination

We reserve the right to terminate services immediately without notice if:

• You fail to pay invoices within 45 days of the due date
• You engage in fraudulent or illegal activities
• You breach material terms of this agreement
• Continuing the relationship would violate legal or ethical obligations

11.3 Post-Termination Obligations

Upon termination, we will:

• Provide you with copies of all your business records and files within 30 days
• Complete any work in progress for which we have been paid
• Assist with transition to a new service provider (subject to additional fees)

You remain responsible for all outstanding fees and reimbursable expenses. Confidentiality obligations survive termination indefinitely.

12. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without giving effect to any choice or conflict of law provision.

The parties irrevocably agree that the courts of the State of Wyoming shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

Notwithstanding the foregoing, services provided through our international affiliates and infrastructure may be subject to additional legal requirements and professional standards in the jurisdictions where such services are performed, including the Republic of Costa Rica.

13. Professional Standards and Limitations

13.1 Costa Rican Licensed Professionals

Legal services provided in Costa Rica are delivered exclusively by attorneys licensed to practice law in Costa Rica. Accounting services are overseen by certified public accountants (CPAs) licensed in Costa Rica.

13.2 No US Legal or Tax Advice

Important: Faro Ventures LLC and its affiliates do not provide legal advice, tax advice, or accounting services under United States jurisdiction. We are not licensed to practice law or accounting in any US state.

For matters involving US federal or state tax, securities law, corporate governance, or other US legal matters, you must engage separate US-licensed professionals. We can coordinate with your US advisors but cannot provide advice on US law.

13.3 Regulatory Compliance

While we strive to ensure compliance with all applicable laws in jurisdictions where we operate, ultimate responsibility for legal and regulatory compliance rests with you as the business owner. We recommend engaging independent legal counsel for complex or high-risk matters.

14. Miscellaneous Provisions

14.1 Entire Agreement

These Terms, together with any executed service agreements, statements of work, and our Privacy Policy, constitute the entire agreement between you and Faro Ventures LLC and its affiliates. These Terms supersede all prior discussions, negotiations, or agreements.

14.2 Amendments

We reserve the right to modify these Terms at any time. Updated Terms will be posted on our Website with a revised "Last Updated" date. Continued use of our services after changes indicates acceptance of the modified Terms.

14.3 Severability

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

14.4 No Waiver

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

14.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or successor entity.

14.6 Force Majeure

Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including natural disasters, government actions, pandemics, labor strikes, or telecommunications failures.

14.7 Language

These Terms are executed in English. In the event of translation into other languages, the English version shall prevail in case of any discrepancies.

15. Contact Information

For questions about these Terms or our services, please contact us:

16. Acknowledgment and Acceptance