TERMS & CONDITIONS OF BUSINESS
1. Please read our Terms & Conditions below, complete as indicated. It must be signed by all Beneficial Owners and returned to us at the address above.
1.1. These Terms and Conditions (“Terms”) govern the provision of corporate services by the Agent and their registered corporate service provider in the jurisdiction of incorporation, to the Client, as identified and detailed further herein.
1.2. Subject to their express acceptance by the Agent and by the Client, these Terms, in conjunction with any order forms, orders, requests and instructions, as issued by the Client to the Agent, shall constitute a binding legal agreement between the Client and the Agent and their registered corporate service providers in the jurisdiction of incorporation.
2.1. “Agent”: Varal Consultancy DMCC/ Ltd, UAE registered companies, its subsidiaries or group companies as well as any nominee company such as registered corporate service providers, in any other jurisdiction providing services on behalf of Varal or which may be involved in the provision of the Services to the Client or to Client’s Company. Referred to henceforth also as “Varal” or “Agent”.
2.2. “Services”: Any of the following – the period of engagement for the services is finished on delivery as defined by the service or on receiving the documents unless specifically extended by Varal.
2.2.1. offshore company formation
2.2.2. Any other form of company such as (but not limited to) Free Zone Company or LLC company formation
2.2.3. Acting as the registered agent
2.2.4. Provision of the registered office
2.2.5. Provision of the company secretary
2.2.6. Company director, officer
2.2.7. Nominee shareholder or account signatory
2.2.8. Provision of mail, fax and message forwarding and re-mailing, or any office services virtual or hard
2.2.9. Maintenance of corporate records, accounts, bank accounts, acting as signatory
2.210. Opening and operating of bank accounts
2.2.11. Visa services and Provision of PRO services in government departments
2.2.12. Administrative and managerial work of similar nature that the Agent provides at request of the Client
2.2.13. Or any other assignment, work, job, service as requisitioned by the client and accepted by Varal
2.2.14. All renewals
2.3. “Company”: Any company or entity beneficially owned by the Client, to which Services are provided by the Agent or its nominees.
2.4. “Client”: the beneficial owner(s) of the Company and/or the individual(s/ corporate entity who has requested the Agent to provide Services as identified/specified in Client Order, emails or any form of communication and any successors of such individual(s), as well as any such individual(s) whom the Client may ultimately represent and any such individual(s) whom the Client may have authorized to represent himself; in case of more than one person all such persons jointly and severally.
2.5. “Application Form”: the offshore company incorporation application form or written format, or any other company incorporation form as submitted by the Client to the Agent before or during commencement of Services.
2.6. “Communication”: any communication between the Agent and Client by any of the following methods:
2.6.1. Email, message or form posted on internet, including SMS on mobile devices, messages on by any instant messenger systems
2.6.2. Fax to the number provided by client on Varal record and Varal number on client record
2.6.3. Courier or mail delivery, addressed to the last known or notified address of the recipient
2.6.4. Varal Contact: Means the authorized representatives from Varal with authorized emails: email@example.com, firstname.lastname@example.org, email@example.com, firstname.lastname@example.org, email@example.com, firstname.lastname@example.org.
3.1. As may be requested from time to time by the Client, the Agent shall perform company formation, corporate, managerial and administrative functions of, for and on behalf of the Company. In performing such functions the Agent shall always act solely on instructions from the Client and never in his own discretion, except for special circumstances as described further in these Terms.
3.2. The Agent has no direct or beneficial interest in the Company or in its business whatsoever. The sole interest of the Agent at provision of any of the Services to the Client or to the Company is in the earning of the professional fees, as specified in the standard list of fees and charges of the Agent or by the pro forma invoice.
3.3. Client accepts that the agent is not responsible and/or liable for any delays or losses that may result on account of any defect or deficiencies in the documents submitted to the authorities -such as but not limited to signature not matching with the one on record or being outdated.
3.4. Client also accepts authorities may change requirements, prices, reject a case without reason or may ask for additional approvals and information while the process is going on and thus causing delays. Client accepts that in such contingencies while Varal may do its best to achieve the original time plans and budget Varal accepts no responsibility for extra costs, time and any losses incurred by the client as a result.
3.5. All fees charged by the Agent to the Client shall be in amounts indicated in the pro forma invoice addressed to the client specifically sent to the Client by the Agent as an offer. The fees are subject to change, any increase of fees taking effect only upon 30 days advance notice, except for increases in government fees and other charges which take effect immediately with or without notice. Agent may charge additional fees for work beyond normal scope and in case the authorities change their prices.
3.6. Refunds to clients are admissible only to the extent of amount lying unspent with Varal and not payable to authorities, or/and to suppliers and/ or any refunds received from the authorities for the job of the clients.
3.7. The Client accepts to bear the exchange rate charged on the invoice without dispute and all bank charges as applicable or incurred except those charged by the Agent’s bank at the destination account.
3.8. The formal grounds for payment of any fees is either through the website payment gateway, through an invoice via a web payment service e.g. PayPal, or through a numbered invoice issued by the Agent to the Company, or to the Client.
Price quotations or proforma-invoices are not grounds for payment. Invoices shall be sent by the Agent and shall be deemed to be received by Client if sent by any means of Communication [above].
The preferred payment option is by cheque or bank transfer. The date of receiving the money into the Agent’s bank account or in Agent’s office (if paid in cash) will be considered as the date of payment. All bank charges are to Client account.
3.9. The Agent is not bound to provide any Services before the invoiced fees are paid in full by the Client.
3.10. The Client acknowledges that late payment of certain fees, in particular annually recurring fees, may involve substantial late penalties or surcharges, to be payable by the Client before any further Services may be provided.
The Client also acknowledges that the failure to pay such fees on time may result in the Company being dissolved, wound-up or struck off the Registry or the resignation of the Agent.
3.11. If the Client fails to settle invoices within the payment period stated in the invoice, the Agent may deduct such outstanding fees from any account or funds of the Client or the Company, as may be available to Agent.
3.12. When Registered Address is provided to the Company by the Agent, the Client shall not make or permit any reference to the Registered Address in any advertisement, promotion or public announcement, representing the Registered Address as the actual business location of the Company, unless specifically agreed in writing by the Agent.
In particular, the Client shall not indicate the Registered Address of the Company in any internet website as the actual location of operations or the actual location of any business records of the Company. Any reference to the Registered Address of the Company in any advertisements, websites or other public sources must clearly indicate that the particular address is the Registered Address of the Company.
3.13. In the event of the Agents’ relocation involving the change of the Registered Address, the Agent shall give the Client thirty days notice of such change. The Agent will not be responsible for any associated costs incurred by the Client as a result of such change of the Registered Address.
3.14. When nominee services or company management services are provided by the Agent, any appointment or change of a nominee director, officer or shareholder will be at the discretion of the Agent and, unless expressly agreed otherwise, such services may be provided by a corporate or an individual director or shareholder.
3.15. The Agent shall take and accept instructions regarding the Company from the Client only, except as otherwise stipulated in this Article. Only, in case of death or incapacity of the Client to act (including, but not limited to, an incapacity to act resulting from actions of governmental institutions) the Agent shall accept instructions from third party (ies), if such has been appointed in writing by the Client and the identity and the conditions of the appointment of such third party have been indicated by the Client beyond reasonable doubt.
3.16. If several private individuals act jointly as Client in relation to the same Company, unless they have expressly instructed otherwise, the Agent shall only act on instructions which are given jointly by all of the Client-individuals concerned. In the event of not receiving any joint instruction in time or not at all the agent is indemnified from the consequences of the resulting delay.
3.17. The Client confirms and guarantees that any asset introduced to the Company is not derived from or connected to any illegal activity; that such asset belongs to the Client and the Client has full authority to transfer same to the Company, and the transfer of such asset does not constitute a fraud on the Clients’ creditors.
3.18. The Client confirms and guarantees that the Company will not be used for any unlawful purpose and will not be involved directly or indirectly in any illegal or immoral transaction, including, but not limited to fraud, embezzlement, extortion, dealing in prohibited substances, terrorism, money laundering.
3.18.1. If the Agent learns that the Company or the Client is involved in any such illegal transactions or activities, the Agent may immediately cease to provide any Services and do anything it considers appropriate in order to protect the interests of general public and the Agent itself.
3.19. The Client confirms and guarantees that no instructions given to the Agent will require or involve any unlawful act or contain any falsehood and that all information given, including the information given in the Order Form, is and will be accurate and that the Client will keep the Agent adequately informed of any changes in such information and will keep the Agent informed as to all business to be transacted in the name of the Company.
3.20. The client accepts that the PO Box provided and the registered office address provided for the offshore company is meant as legal address for legal correspondence from Government authorities. The client agrees not to use it for business dealings and correspondence. Varal accepts no responsibility to respond to or act upon any communication received on the said address for any business or personal matters of the client unless a specific virtual office service agreement is signed for.
3.21. Varal reserves the right to choose to respond or not respond to any query or enquiries made by any party whether mconcerned or not with the business of the client on phone or in writing or on email, without assigning reason.
4. Due Diligence (“Know Your Customer”)
4.1. As and when requested by the Agent, the Client shall provide to the Agent proofs of identity and sufficient identifying documentation for the Client and for all individuals and entities directly involved in the Company as shareholders, directors, account signatories, attorneys-in-fact or in any other similar capacity, unless such individuals or entities are already known to the Agent. Client agrees to cooperate with Agent in Due Diligence procedure.
Such due diligence procedure and documents may normally include but not limited to a
4.1.1. Certified copy of passport, or sighting the original passport of the Ultimate Beneficial Owner
4.1.2. A recent original utility bill or other proof of address, of the Ultimate Beneficial Owner
4.1.3. Bank reference and/or other documents, as the requirement may be of the Ultimate Beneficial Owner
4.1.4. In some circumstances Due Diligence may require personal presence of the beneficial owner.
4.2. The exact scope and form of such documents shall be determined by the Agent, following the respective financial services regulations in force in the concerned jurisdiction.
4.3. The Client shall provide the Agent with any further written information the Agent may reasonably request about the background of the Client and the activities of the Company.
4.4. The Agent may refuse to provide any or all of the Services before the Due Diligence documents and information, as described in this article, are furnished by the Client.
4.5. The KYC requirements for corporate shareholders will be different and broader from those listed above.
5. The Client shall be bound by and authorizes the Agent to act on all instructions, requests, and representations issued by, or purporting to be issued by the Client or his authorized representative, or by any person, the Agent reasonably believes to be duly authorized by the Client.
Such instructions, requests, and representations may be communicated by the Client to the Agent by any means of Communication, but the Agent shall not be bound to act on any instructions, requests, and representations made to him by any other method.
6. The risk of misunderstandings, errors, and losses due to bad, incomplete and ambiguous communication and the risk of any instructions being issued by unauthorized third parties are the Clients’ own.
The Agent shall not be liable for any loss or damage resulting from his reliance upon any instruction, notice, document or communication, reasonably believed by the Agent to be genuine and originating from the Client.
In case of reasonable doubt as regards the authenticity of any such instruction, notice, document or communication, the Agent may, but is not obliged to, require additional authentication from the Client.
The risks of delays in performing any task such as renewal or new registrations or changes in structure or ownership due to any communication failures misses or delays are clients own. Clients accept to update his contact details from time to time in case of any change.
7. The Client acknowledges that in certain circumstances the Agent may be legally bound by order of a competent court or authority to disclose information pertaining to the affairs of the Company or the Client. Where the Agent becomes bound by such an order, he shall promptly notify the Client of same, unless prohibited to do so by law or by the terms of such order. The notification may be in writing or verbal followed by a written communication as soon as deemed possible.
8. If any claim, request or action is taken by a third party against the Company or any other such circumstances arise in which in the opinion of the Agent it is necessary to take urgent action in order to protect the best interests of the Client, the Company or the Agent, and if in such circumstances the Agent is unable to obtain clear, sufficient and lawful instructions from the Client, then the Agent shall be allowed to take such action as he deems most appropriate for the situation. In particular, in such case, the Agent may, at his own discretion.
8.1. utilize any assets or means available to the Agent or to the Company towards
8.1.1. A defense against such claim or action, or
8.1.2. A satisfaction of such claim or action;
8.1.3. Refrain from any activity whatsoever;
8.1.4. Take such other course of action as the Agent considers appropriate.
8.2. The Agent shall not be liable for any loss or damage to the Client or the Company, incurred in the circumstances described in this Article.
8.3. Indemnity and Notice: The client indemnifies the agent from all the losses or damage, legal disputes, liabilities, potential or actual, in any country that the client may suffer in connection with any or all the services provided by the Company or the client.
8.4. The agent may provide its own contact phones and address to the registration authorities in good faith for the convenience of communication with regard to the matters of the Company. However, Varal is not legally obliged to answer to the communication or deal in any manner to resolve matters of the company after the registration services are completed. Varal will redirect the communication to the Company’s beneficial owners.
9. These Terms may be amended by the Agent and any such amendments shall become effective upon one months’ written notice to the Client of such amendments.
10. The Agent may at his sole discretion cease to provide any or all of the Services to the Client, by giving one months’ written notice (resignation) to the Client. In such case, the Agent shall do all that is legally necessary in order to enable the transfer of the Company to another agent or service provider.
11. The Client may at his/her sole discretion require the Agent to cease the provision of any Services, by giving one months’ written notice to the Agent.
12. The agent may change the requirements of KYC documentation and their attestation if required by the authorities.
13. The agent will notify the client on the available email address about renewal as a service in good faith. However the client accepts that the agent is not obliged to remind or notify the client about the renewal every year.
14. Bank Account
14.1. While Varal will take all necessary steps on its part to liaise with the bank to open the ordered bank account in the promised duration the client indemnifies Varal from all consequences and losses caused or likely to be caused due to any delay or refusal by the bank for the opening of the bank account for any reason disclosed or undisclosed.
14.2. The client also accepts that Varal is not responsible for the decisions or any new or retrospective requirements imposed by the bank. The client accepts that Varal is not responsible for ensuring the continuity of the account or for the services offered by the bank, or for any change in the account holding requirements once the account has been opened.
14.3. The client accepts that Varal is absolved of all responsibilities and losses incurred if for any reason a. the bank account of the Company is frozen or b. is inaccessible and/or c. the bank services fall short of the expectations of the client c. the funds are misrouted d. bank levies penalties for late submissions of renewal documents for reasons not caused by Varal.
14.4. The client accepts that ordered bank account may be offered to be opened in a bank which is not the choice of the client which the client is free to reject and ask for a refund of the bank account opening fees.
14.5. The client accepts that the bank may require more than usual or anticipated information or attestations or personal presence from the client in order to process the application to open the account. The client will do so at his/her own cost.
14.6. In all circumstances the client accepts that the liability of Varal in the event of failure in opening of the bank account is limited to the bank account opening fee charged.
14.7. Client accepts that Varal is responsible to update the bank KYC records after Company renewal or to update any other details in the bank records only if the client has specifically ordered Varal’s Bank Confirmation or Coordination service.
15. The Client acknowledges that the Agent has not provided any legal, financial or tax advice to the Client, nor has the Agent made any assurances or guarantees that any type of offshore company or corporate structure would achieve any particular aims of the Client.
16. The client accepts the charges and their revisions for the company renewal and other services offered by the agent.
17. These Terms and Conditions shall be governed by the laws of the jurisdiction in which the company is incorporated.
18. At placing of a confirmed request by the Client for any Services to be provided by the Agent, a hard copy of these Terms and Conditions will be provided by the Agent to the Client for signature and return.
19. COMPANY NAME(S)
20. THE BENEFICIAL (REAL) OWNERS OF THE COMPANY: As Given in the following table.
|21. Full Name with passport number||22. Nationality||23. Date of Birth||24. Ownership %||25. Signature|
|26. By signing above we agree to the Agent’s terms & conditions on all the pages including the preceding ones.|