Provision of services to the Client constitute a verbal services agreement between the Company and the Client which is valid and has the same cause and effect as the written agreement entered into by the Company and the Client.
The following terms and conditions apply thereto.
1.1 The Company accepts instructions only on the basis that those instructing the Company to act on behalf of the Client are liable directly to the Company for payment of the Company’s fees.
1.2 The Company will accept instructions. solely by electronic mail address (e-mail) firstname.lastname@example.org and/or email@example.com or delivered to the mailing address Orthodoxias, 7, Strovolos, 2037, Nicosia, Cyprus (or another mailing address notified by the Company to the Client in writing from time to time) from the duly authorized representatives of the Client.
The Client is entitled to designate different authorized representatives and/or revoke existing authorized representatives, at any time. Such designation/revocation shall be done through the electronic mail address firstname.lastname@example.org.
1.3 The Company will accept instructions from duly authorized representatives of the Client from the moment of receipt of the respective notification from the Client or one of the representatives of the Client via electronic mail address email@example.com. The Company reserves the right not to accept any instructions from the newly designated representative of the Client unless due diligence documents required by the Company are provided by the Client and addendum to the services agreement (concluded between the Company and the Client) on the new representative of the Client is signed by the Client and the Company.
2. Third Party Contractors
2.1 The Company may, directly or through an intermediary, request another person including but not limited to the person affiliated with and subordinated to the Company (hereinafter referred to as – the “Contractor(s)”) to carry out some or all of the works and/or to render some or all of the above services for/to the Client.
2.2 The Company undertakes to take all reasonable care to choose Contractor(s) with good reputations and provide them with Client’s instructions in due way. The Company does not bear responsibility for the services rendered by the Contractor(s) to the Client nor for any errors or omissions in the work performed by the Contractor(s) herewith. All the expenses incurred in this regard shall be borne by the Client.
3. Adequacy of Instructions
3.1 The Company provides services only on the basis that those persons instructing the Company on behalf of the Client give to the Company all proper, necessary and timely instructions, authority and information (including the execution of all documents required) to enable the Company to undertake lawfully and effectively the business instructed, and indemnify the Company against losses that may be borne by the Company hereupon.
4.1 The policy of the Company provides for the observation of confidentiality with regard to the identity and affairs of the Client and beneficial owner(s) of the Company (in case it is not the same person(s)) to the extent permitted by the applicable legislation, safe for the cases when such information is requested on the lawful grounds by the governmental or other public authorities or institutions or upon the decision of the court and/or Attorney General of the Republic of Cyprus and/or other place of management of the Client’s Company and/or as applicable under the laws of the Republic of Cyprus and/or other place of management of the Client’s Company.
4.2 The information provided by the Client to the Company shall be confidential and shall constitute commercial secret of the Client (hereinafter referred to as – the “Information”).
4.3 Information may be provided to the Company by the Client in writing or through provision of access to the documents containing Information, or through delivery of such documents.
4.4 Except in cases provided in the services agreement with the Client, the Company shall treat Information as strictly confidential, shall not disclose, copy, or transfer it to any third parties.
4.5 The Company shall be entitled to provide Information to third parties upon the receipt of the prior oral or written consent from the Client or use it for purposes other than those specified in the services agreement with the Client.
4.6 The Company shall take all necessary measures to prevent misappropriation of the Information or access to the Information by any third parties, safe for the employees and/or sub-contractors and/or affiliated companies of the Company.
4.7 The obligations set forth in paragraphs 4.1-4.6 shall not apply to the information:
(a) which the Client explicitly classified orally or in writing as non-confidential; or
(b) which was of common knowledge as of the time of its transfer to the Company; or
(c) which may become commonly known later (after its delivery to the Company), safe for cases when the above is resulting in the breach of services agreement with the Company; or
(d) which the Company possesses lawfully, irrespectively of the Client, at the time of the delivery of such Information to the Company under the services agreement with the Company, including the information which was prepared or produced by the Company irrespectively of the Client and without using Information or references to it; or
(e) which the Company lawfully received from the third party prior to the reception of the same from the Client, which party has no confidentiality obligations in respect to such information to the Client; or
(f) which can not constitute commercial secret by virtue of law.
4.8 The Company shall be entitled to provide Information to the public authorities and/or institutions and/or other third parties without prior written consent of the Client in cases when the above is required by the applicable legislation of the Republic of Cyprus or any other applicable legislation as the case may be.
5. Search and Other Reports. Third Party Reliance
5.1 The services of the Company, including search reports, are provided solely for the use of the Client and in case the results of the services and/or search reports shall be provided to a third party upon the request of the Client, such results of services and/or reports shall not be used or relied upon by such third party without Company’s written consent.
5.2 The Company shall bear no responsibility for the accuracy or authenticity of any part of any search or other reports including cases when such information is derived from information in a public register. The Company bears no responsibility for any inaccuracy, omission or other error in any public register upon which its search or report is based.
6.1 The fee notes due to the Company are due for payment within thirty (30) calendar days from the date of their delivery to the Client via e-mail. The Client undertakes to reimburse costs and expenses (including bank commissions) incurred by the Company in recovering payments, including late payments and the Company is entitled to charge interest at the rate of 1% per month on the overdue amounts.
7. Registered office address / secretary
7.1. The Client will be liable for any costs incurred by the Client or its Company as a result of any change in the registered office address and/or secretary of its Company.
8. The Client Company’s Director(s)
8.1. The Director(s) will not be liable for provision of tax advice to the Client’s Company. The Client will be liable for any costs incurred by the Client or its Company as a result of any change of the Director(s) of the Client’s Company.
9. Mail forwarding
9.1. Reference is made to the forwarding of correspondence and/or communications and/or mail sent to the Client Company’s registered office address and/or address of the Client Company’s place of management, or to designated e-mail addresses or such other addresses as provided and arranged for by the Company (collectively, referred to as – “mail”). Such addresses referred to above shall be nominated by the Company, and the Company shall not be liable for any costs incurred by the Client or the Client’s Company as a result of any change in such addresses as made by the Company. The Company reserves the right to open and review mail. The Company shall not incur any liability for any loss suffered by the Client as a result of non-receipt by the Client of the mail for which the Company is not liable including the case of non-receipt of the mail by the Company due to the fault of post/mail authorities and/or human error or omission of one of the employees of the Company and/or technical problem. The Client shall inform the Company on the general contents of any mail to be received. The Client shall advise the Company forthwith if there is a change in the general contents of any mail.
10. Trustee(s)/Nominee shareholder(s)
10.1. Reference is made to the provision of Trustee(s) and/or nominee shareholder(s) to hold shares in the Client’s Company as nominee(s) and Trustee(s) in favor of the Client and/or any third person nominated by the Client. The Company shall nominate Trustee(s) and/or nominee shareholder(s) and shall not be liable for any costs incurred by the Client or the Client’s Company as a result of any change of the Trustee(s) and/or nominee shareholder(s).
11. Maintenance of accounting records
11.1. The Company is not liable for any fines, penalties, charges and costs incurred by the Client’s Company and/or the Company as a result of omissions in the records of the Client’s Company maintained by the Company, and/or as a result of failure of the Client to provide respective accounting and/or financial and/or legal and/or any other documents of its Company and/or related to the activities and/or assets of the Client’s Company to the Company and/or any regulating authority in the country of incorporation and/or country of management of the Client’s Company. Such liability shall be borne solely by the Client.
11.2. The Company recommends appointment of the accountant upon the agreement with the Client for the purposes of maintaining the accounting records of the Client’s Company based on documentation provided by the Client and preparation of financial statements of the Client’s Company from the date of incorporation of the Client’s Company.
12.1. The Company proposes appointment of the auditor of the Client’s Company, which shall be approved by the Client. The Company will do the coordination of work of the said auditor.
13.1. The Company and/or Director(s) of the Client’s Company will not be liable for the omission to pay any taxes in the Republic of Cyprus and/or any other country of management and/or operation of the Client’s Company and/or location of its assets and/or registered shareholders and/or beneficial owners. The Company and/or Director(s) of the Client’s Company will not be liable for the omission to pay provisional corporation tax of the Client’s Company in the Republic of Cyprus and/or any other applicable jurisdiction on time and for any penalties and/or charges incurred by the Client’s Company as the result thereof.
14. Bank Accounts
14.1. Reference is made to the provision of assistance in opening and maintaining bank accounts including liaising with the banks with regard to the compliance and/or due diligence and/or KYC (“Know-your-Client”) requirements of the banks. The Company will assist with regard to the opening of the bank accounts for the Client’s Company but does not guarantee the result to the Client. The Company will not be liable for the failure to open bank accounts for the Client’s Company, for the closure of such bank accounts by any bank, for the freezing or suspending any of the Client Company’s bank accounts and/or for any losses or damages that might be incurred to the Client’s Company and/or the Client as a result of the failure to open any bank accounts, closure of any bank accounts by any bank, freezing or suspending any of the Client Company’s bank accounts. The Company does not render financial advice and can only express its opinion about choice of the bank. The Company will not be liable for any loss or damage incurred by the Client’s Company and/or the Client as a result of following and/or taking into account above opinion of the Company.
15.1 Company’s liability for loss or damage (direct, indirect or consequential) incurred by the Company as a result of the fulfilment of its obligations under the services agreement with the Client or arising out of the nature of services pursuant to the applicable legislation of the Republic of Cyprus and/or any other applicable legislation, but not stipulated directly or indirectly in the services agreement with the Client or acting upon the instructions of the Client, arising out of any single claim, or event, or series of related claims or events (including claims resulting from human error, excluding claims based on fraud and gross negligence) shall not exceed EUR 100,000.00 (One Hundred Thousand Euros). This shall apply both while the services agreement with the Client is in force and after termination thereof.
16.1 The services agreement with the Client is construed under and regulated by the laws of the Republic of Cyprus and will be subject to the jurisdiction of the courts of the Republic of Cyprus.