The following terms and conditions of business (hereinafter be referred to as the "Terms and Conditions") set out the general terms and conditions forming the basis of our engagement with clients for the provision of our Services (as defined below).
1. Provision of Services
1.1. These Terms and Conditions are in relation to any assistance we may offer in connection with the establishment and/or administration of companies in Cyprus and the provision of corporate administration and/or nominee/trustee and corporate support services and various related consulting services at the client's request, as discussed further in section 1.2. below in connection with any companies, private or public, registered and/or to be registered in the future in any jurisdiction or any other company/ies registered or be registered in the future in the Republic of Cyprus, British Virgin Islands, Seychelles, British Anguilla or any other jurisdiction to be agreed between us and the client, in which you had, have or shall have a direct or indirect participation and/or beneficial interest in their share capital (hereinafter be referred to as the "Company" or "Companies") which are to be covered by these Terms and Conditions. For the avoidance of doubt the words "we" and/or "us" and/or "our" when used herein, shall refer to Ergoserve Consulting Limited and shall include any company under its direct or indirect control and any director or employee, associate, agent and officer thereof and each person and/or company appointed and/or nominated by Ergoserve Consulting Limited who may from time to time be or act as director, alternate director, secretary, assistant secretary, manager and/or other officer and/or nominee shareholder and/or bank account signatory of the Company .The words "Client" or "Clients" shall include their employees, agents, officers and Authorised Persons as the latter is defined in section 2.2 below
1.2 The provision of services may include but not limited to, the following (the "Services"):
- 1.2.1. Assistance with the establishment and certain administration or corporate support services of the Companies as such shall be requested by you and agreed by us including preparation of corporate documentation as shall be requested by the Client such as power of attorneys and corporate resolutions;
- 1.2.2. Provision of services of a corporate secretary, nominee director(s), nominee shareholder(s), bank account signatory(ies) and registered office (as applicable) including assistance with the opening of the Companies' bank accounts;
- 1.2.3. Liaising with the Registrar of Companies in Cyprus concerning matters falling under the scope of the services covered in these Terms and Conditions;
- 1.2.4. Any other additional services requested by the Client and agreed with us, including banking assistance and authorizations to make payments on the Client's behalf;
- 1.2.5. Concerning the accounting, VAT matters and audit of the Companies' books to refer/introduce the Company and/or the Companies to auditors of our choice and discretion unless the Client instructs that the accounting/audit shall be performed by other auditors of his own choice, (hereinafter either one of them be referred to as the "Auditor") for such services to be performed by the Auditor at a remuneration to be agreed separately by us on your behalf, with your consent and the Auditor unless previously separately agreed directly by you and the Auditor. For the avoidance of doubt these Terms and Conditions do not cover any accounting/VAT/tax or audit services and we will not bear any responsibility to provide such services to the Company and/or Companies or you other than to introduce you to the Auditor;
2. Instructions from Authorised Persons
- 2.1. We will be entitled to take instructions in relation to the Services and the Companies from the Client or at our discretion by any person/s whom we reasonably believe to be the Client's professional advisor/s or agent/s or a properly nominated person by the Client in executing or sanctioning any transactions, whether involving risk and we are free to decline at our absolute discretion acting reasonably, in case the above mentioned instructions are considered by us to be unlawful, unreasonable or compromising our professional status or the guidelines for professional conduct or proper corporate governance principles or practices in existence in the country in which we have established offices or we consider at our discretion not to be in the interests of the Company.
- 2.2. Until otherwise notified in writing by the Client, we, subject to our right as to our discretion to decline to execute or sanction such transactions as aforesaid in section 2.1., may take and act on instructions also and in addition to the foregoing person/s by any of the Authorised Persons (as defined below) individually and independently from each other, and/or from any associate, and/or from any person working and/or acting for or any person whom we reasonably believe to be working and/or acting for or on the Client's behalf and/or any of the Client's advocates/lawyers in any jurisdiction (any of the persons mentioned in this section shall hereinafter be referred to as an "Authorised Person" and collectively the "Authorised Persons" and such expression in the case of a legal entity include its directors, agents, employees, officers and associates and we are free to decline at our absolute discretion, acting reasonably, and request further confirmation from the Client. For the purpose of this section, instructions may be given by fax, e-mail, orally or by telephone (and if orally we may, but will not be obliged to, request confirmation in writing).
- 2.3. We may take any steps that it may in our absolute discretion, acting reasonably, think fit to further the business or the assets of the Company and to take such professional advice at the Company's expense as we may consider necessary, but notwithstanding the above it will not be our duty or our obligation to do so or transact any business on behalf of the Company or on the Client's behalf without your specific request from you and/or your Authorised Persons .
- 2.4. Without prejudice to our rights pursuant to section 3 below in case we receive conflicting or inconsistent instructions between the Client and any of the Client's Authorised Persons and/or between any of the Authorised Persons and/or between the Client and other clients for which we offer services for the same Company, then we may take any steps that it may in our absolute discretion, acting reasonably, think fit to further the business or the assets of the Company and to take such professional advice at the Company's expense as we may consider necessary, but notwithstanding the above it will not be our duty or our obligation to do so or transact any business on behalf of the Company and further we reserve the right to decline to act and/or perform (including the right not to act and/or not to perform) at our absolute discretion, without any liability towards the Client and/or the Company
3. Inaction or Inadequate Instructions
3.1 If we have tried to obtain and we have been unable to obtain from the Client any instructions or directions at all or instructions or directions which we, in our absolute discretion, acting reasonably, consider adequate and proper (which shall include the manner, form and content) or in the event that we receive conflicting and/or different and/or inconsistent instructions from and/or between any of the Authorized Persons as defined in section 2.2. above or conflicting or inconsistent instructions between the Client and any of the Authorised Persons and/or conflicting or inconsistent instructions between the Client and other clients for whom we offer Services in relation to the same Company or Companies, and/or in case you fail to comply with any of the provisions of section 4 and/or section 5 and/or section 6 below and/or any demand is made against any of the Companies for payment of any sum due by such Company to any person including without prejudice to the generality of sections 4 and 5 below, any taxes, duties, fees or other government or state impositions, then we, at our absolute discretion, acting reasonably, may proceed, without any liability whatsoever on our part towards the Client or any of the Companies, in any one or more of the following ways upon giving the Client or any of his Authorised Persons prior notice:
3.1.1. take no further action on a particular matter, including but not limited to abstaining from voting;
3.1.2. take no further action at all in relation to the Company;
3.1.3. utilize any assets of the Company in or towards the satisfaction of any demand;
3.1.4. have the Company dissolved and/or struck off;
3.1.5. transfer all or any shares in or capital of or other interest in the Company into your name, if such shares or capital or participation interest is registered or held in our name, on your behalf and/or resign from any position of any officer (including director) of the Company and/or appoint you as director and/or secretary and/or bank account signatory in the Company;
3.1.6. may take any action at our absolute discretion, acting reasonably, including action different from the one instructed by any of the Authorized Persons or the Client.
4.1. Client will cause the relevant Companies to make payments on account depending on the type of Services to be provided and the costs likely to be incurred by us. The fees to be charged by us to the Companies and/or to the Client for each of the Services shall be computed in accordance with our standards rates applicable at the time the relevant Services are rendered unless otherwise agreed separately between us and the Client.
4.2. Our fees should be paid within thirty (30) business days from the issuance date of an invoice. In the event invoices are not paid within 45 days from the issuance date of an invoice, we have the right to charge at any time interest on any overdue amounts at the rate of 4% per annum, unless otherwise agreed separately between us and the Client.
4.3. We have the right to periodically, acting reasonably, change our standard rates and fees to account for rising costs and inflation but such raises shall not become effective unless previously notified to the Client.
4.4. In the event fees and/or expenses due to us remain outstanding for more than 3 months, we have the right to withdraw funds from the bank account/s of the Company and/or Companies to which such fees relate to settle such fees and expenses.
5.1. We will be responsible for the payment of all costs and expenses associated with the performance of the Services but excluding any out of pocket expenses including but not limited to legalizations, obtaining of certificates from the Registrar of Companies in Cyprus or other government agencies or authorities in Cyprus or other jurisdictions, filings of changes in the Companies, travel, fees and expenses paid to the authorities or third parties on Client's behalf and/or on the Companies' behalf. Such costs and expenses shall be billed by us at our standard rates unless otherwise agreed between us and the Client and reimbursed by the Company to us within thirty (30) days of the presentation of notification of such expenses. Expenses in excess of Euro 400 shall require at our discretion advance approval and payment.
5.2. The Client at all times guarantees the due payment and reimbursement to us by the Companies and/or by the Client of all disbursements and expenses in connection with the Services (as supported by invoices or notifications or other relevant supporting documents) and generally the due discharge by the Companies of all their liabilities arising from the fulfilment in good faith of their mandate including but not limited to government income taxes, VAT or other taxes, filing fees and stamp duties payable by the Companies.
5.3. In the event the Client wishes to terminate any or all of our Services and/or requests the corporate file/s of any of the Company to be transferred in the future to another party or agent any unpaid and/or any accrued but unbilled fees (as per section 4 above) and/or expenses or disbursements in connection with the facilitation of the transfer of the files of the Company to a third party or agent designated by the Client shall be settled prior to such transfer and any undertakings, indemnities required by us to be given to us by the Company and/or the Client and/or similar requests by us in relation inter alia to the Company and/or its affairs and/or operation and/or our Services shall be complied in full by the Client and/or the Company prior to such transfer.
6. Money Laundering
6.1. Client warrants that it is not engaged directly or indirectly through any of the Companies or any other entity in which Client has a business interest into any money laundering activities as such are defined in the Prevention and Suppression of Money Laundering Activities Law of 2007 as amended from time to time ("AML") and that Client undertakes to supply us with all information and documentation to enable us to adhere and comply with applicable legislation in Cyprus including inter alia AML, the companies laws, the law governing the provision of administration services(L196(I)/2012) and the tax laws as shall be amended from time to time.
6.2. Without limiting the generality of the provisions of the above section 6.1. Client undertakes to provide us and/or the auditors of the Companies with all documentation and information in relation to the Companies' affairs, assets and liabilities on a timely basis and assist us to coordinate with the accountants and auditors of the Companies for the latter to maintain and prepare complete, true and fair accounting books, records, tax returns and financial statements of the Companies and their audit in accordance with applicable Cyprus legislation and, subject to section 1.2.5. place us in sufficient funds to cover necessary expenditure for the fulfilment of the aforesaid tasks.
7.1. The Client and the Companies will at all times hereinafter indemnify us to the fullest extent permitted by law and keep us and all the persons and/or entities appointed and/or nominated by us who may from time to time be or act as director, alternate director, secretary, assistant secretary, manager and/or other officer and/or nominee shareholder and/or bank account signatory of the Company (for the purposes of this section all of the above-mentioned hereinafter defined the "Indemnitees'' and each the "Indemnitee'') harmless and indemnified from and against any and all actions, suits, proceedings, claims, demands, costs, judgments, penalties, fines, amounts paid in settlement, damages, expenses and liabilities whatsoever (including but without limitation any attorneys' fees, discovery and investigation fees retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a proceeding (including but not limited to threatened proceedings) and all amounts that we may be liable to pay to any person as damages or otherwise) suffered or incurred by any of the Indemnitees in rendering the Services or which may arise or occur or be taken, commenced, made or sought from or against any of the Indemnitees in connection with or arising from the Services or by reason of their status in holding any of the abovementioned positions.
7.2. We will indemnify you to the fullest extent permitted by law only against any actions, costs, claims, damages, demands or expenses suffered or incurred by from our acts in rendering the Services to the extent that such actions, costs, claims, damages, demands or expenses can be proven, subject to sections 2.1, 2.2. 2.4 and 3 and anything else provided in these Terms and Conditions, as resulting solely and directly from the fraudulent action, or gross negligence on our part in relation to our obligations herein .
8.1. In order to protect the business of the Companies, we undertake towards the Client that the Services, these Terms and Conditions and any information relating to the Companies, their business activities, operations and its investments (the "Confidential Information"), which is obtained by us under these Terms and Conditions shall not, unless and until it ceases to be confidential (except as a result of this obligation of confidentiality being breached), be:
8.1.1. disclosed to any person other than to the professional advisers of ours or the Client;
8.1.2. used by us other than for the purpose of performing the Services contemplated in these Terms and Conditions and/or any other services that may be agreed between us and the Client to be performed by us.
8.2. Notwithstanding the section 8.1 to the extent required by the applicable law, an order of a court or authority of competent jurisdiction, or by the rules of any recognised stock exchange, any other applicable regulatory authority or a government or quasi-governmental department or agency, this section 8 shall not prevent any such disclosure, provided (unless prevented by a court or regulatory order) that we will consult with the Client as to the proposed form, timing, nature and purpose of the disclosure without us being bound by the instructions, if any, given by you to that effect.
9. Intellectual Property Rights
9.1. We will be using data, software, designs, utilities, tools, models, systems and other methodologies and know-how ("Materials") that we own in performing the Services. Notwithstanding, the delivery of any documents related to the Services we will retain all intellectual property rights in the Materials, including any improvements or knowledge developed while performing the Services.
10. Electronic Communication
10.1. We will be using electronic means (such as emails or other form of electronic transmissions) for the majority of our communication with you (until Client notifies us that you prefer different means of communication). We do not assume any responsibility and we will not be liable for any damage and/or loss caused by an intercepted email and/or email with virus and/or other defect.
11.1. We will be storing or retaining files (whether paper or electronic) for at least the minimum number of years required by applicable laws and professional regulations or local business custom. Thereafter, files may be destroyed at any time after the expiry of such period without notice.
11.2. These Terms and Conditions may be amended, supplemented or waived at any time. In the event of termination of our cooperation with the Client for whatever reason, we will be entitled to payment of any unpaid fees expenses and disbursements relating to the provision of services until the time of termination.
11.3. Any disputes arising between us and the Client and/or the Companies with respect to these Terms and Conditions shall be resolved by the Courts of Cyprus which shall have the exclusive jurisdiction in relation to such disputes.
11.4. In case of conflict between these Terms and Conditions and separate agreements entered into between us and the Client and/or the Companies such as administration agreements and/or consent letters, the provisions of these separate agreements or consent letters will prevail.
11.5. The Terms and Conditions are governed by the laws of Cyprus without application of the conflict of laws principles thereof.