STANDARD TERMS AND CONDITIONS
OF
In this document the following words
shall have the following meanings:
1.1 "Consumer" shall have the meaning ascribed in
section 12 of the Unfair Contract Terms Act 1977;
1.2 "Client" means any person who purchases Services
from the Service Provider; it may be an Intermediary firm - “Owner’s
representative’ acting on behalf of the owner to issue requests to the Service
Provider, or the Owner themselves, meaning the
beneficial owners or owners of the Company, directly purchasing Services from the Service
Provider.
1.3 "Service Provider" means ‘ANCROFT
CORPORATE CONSULTANTS’ of 139 Kingston Road, Wimbledon, LONDON,
SW19 1LT, United Kingdom.
1.4 "Proposal" means a statement
of work, quotation or other similar document describing the Services to be
provided by the Service Provider;
1.5 "Services" means the services
specified in the Proposal, but mainly company formation, management, administration, compliance,
opening of bank accounts, and other related services provided by the Service Provider requested by the Clients.
1.6 “Company”
means the company
or other structure established and/or administered by the Service Provider at the request of the Client.
1.7 "Terms and Conditions" means
the terms and conditions of supply set out in this document and any special
terms and conditions agreed in writing by the Supplier.
2 GENERAL
2.1 These Terms and Conditions shall apply
to all contracts for the supply of Services by the Service Provider to the
Client and shall prevail over any other documentation or communication from the
Client.
2.2 Any variation to these Terms and
Conditions shall be inapplicable unless agreed in writing by the Service
Provider.
2.3 Nothing in these Terms and Conditions
shall prejudice any condition or warranty, express or implied, or any legal
remedy to which the Service Provider may be entitled in relation to the
Services, by virtue of any statute, law or regulation.
2.4 Nothing in these Terms and Conditions shall affect the Client's
statutory rights as a Consumer.
3 INSTRUCTIONS
AND ORDER
3.1 The Proposal attached to these Terms and
Conditions shall remain valid for a period of 30 days.
3.2 The
Clients, meaning the Owners’ Representatives, the Owners, and the Company shall
provide all orders and requests to the Service Provider in writing by letter or
facsimile or electronic mail signed by the Owner’s Representative or the Owner,
where applicable.
3.3 The
Service Provider shall not in any event be required to take any action which Serfice Provider consider unlawful or improper, or which
may cause the Service Provider or to incur any personal liability and the
Service Provider shall not be liable for refusing to take any such action.
3.4 If written instructions are
requested by Service Provider and no instructions have been received by Service Provider within 30 days, or such
lesser period as may be stated in the request, Service Provider may immediately and with no liability to the Owners,
the Owners Appointees or the Company
take no further action in relation to a particular matter or the Company; or
take such other action as they shall in
their absolute discretion consider appropriate.
4 FEES AND PAYMENT
4.1 The fees for the Services are as
specified in the Proposal provided by the Service Provider and is exclusive of VAT and any other government charges or
taxes, where applicable, unless specifically stated otherwise.
4.2 Payment of the fees shall be in the
manner specified in the Proposal.
4.3 The
Service Provider will only undetake any work if full
fees have been received upfront from the Client
relating to all services ordered. No documentation will be released to the Cleint unless full fees
have been received after the completion of Client’s instructions. In the event
that the
Service Provider carries out any work
without upfront payment, the Client is oblidged to settle all invoices within 30 days from the
date of the invoice.
4.4 The
Service Provider reserve the
right to claim statutory interest at 8% above the Bank of England reference
rate in force on the date the debt becomes overdue and at any subsequent rate
where the reference rate changes and the debt remains unpaid in accordance with
the Late Payment of Commercial Debts (Interest) Act 1998 as amended and
supplemented by the Late Payment of Commercial Debts Regulations 2002. The Service Provider further reserve
the right to claim compensation for debts unstanding
for more than 30 days, at the rate as applicable, according to the Late Payment
of Commercial Debts Regulations 2002.
4.4 In the event
that the Client requests to transfer the administration and management of the Company to another agent, The Service Provider
will not transfer the company until all outstanding
fees (including government fees, duties, taxes and other related fees) have
been paid in full, including a
‘transfer out fee’ of £450 per company.
5 CLIENT’S
OBLIGATIONS
To
enable the Service Provider to perform its obligations, the Client shall:
5.1 Co-operate with
the Service Provider at all times as requested by the Service Provider.
5.2. Provide the Service Provider with relevant and truthful
information relating to the intended activity of the company for compliance
with due diligence (KYC) purposes for The Service Provider and the banks where
accounts are to be opened to protect the Service Provider and the banks from
undertaking unacceptable activities (see Point 6. and Point 7.), at any time of service whenever required by the Service
Provider for the reason of completing additional due diligence.
5.3.
Obtain
all necessary permissions, licences and consents which may be required
before
the commencement of the Services, the
cost of which shall be the sole responsibility of
the
Client.
5.4.
The
Client shall not change the beneficial ownership of the company or appoint new
owners without prior written consent to the Service Provider. The Client must
provide the Service Provider with the proposed changes or appointment which
shall without prejudice to the generality of the forgoing include an
appropriately certified copy of passport and proof of address of such persons.
The Service Provider requests the right to request further information concering such proosed changes
and to decline to accept such applications.
5.5.
The
Client shall inform the Service Provider of any changes in the nature of the
activities of the company and obtain written approval of the continuation of
Services by the Service Provider.
5.6.
The
Client shall confirm to the Service Provider that the owners have taken or been
provided with appropriate tax or legal advice in their country of fiscal
residence prior to the registration of the company.
5.7.
Comply
with such other requirements as may be set out in these Terms of Business and
Proposal
or otherwise agreed between
the parties.
5.8.
Non-compliance
with 5.1-5.7 may result in Service Provider rejecting the Client’s business or
cease to provide the Services to the Client without notice with given or not
given refunds, depending on the circumstances and risks, as sometimes agreed
with the Client or not.
6 UNACCEPTABLE ACTIVITIES OF CLIENT’S BUSINESS
6.1.
The
Service Provider reserves the right not to assist, cease to assist or decline
to assist Clients who intend to carry or are discovered to carry out any of the
following activities, which the Service Provide considers as illegal or
criminal i.e. terrorism,
drug trafficking, money laundering, receiving the proceeds of criminal
activities or trading with countries which may from time to time be subject to
any embargo imposed by the Security Council of the United Nations, the European
Union, the United Kingdom or similar international organisation:-
f)
Abuse of animals
g)
Trading in human or animal organs or genetic material
h)
Setting up adoption organisation
i)
Abuse of human rights
j)
Dealing in pornography and adult entertainment
k)
Provision of credit or debit cards
l)
Registration of educational bodies including private
universities or colleges
m)
Any
activities connected with religion
n)
Financial business involving:
soliciting funds from the public; offering investment advice to the public; the
management of investments other than where the assets so managed comprise the
property of the Company or the operation and administration of collective
investment schemes.
o)
Unless otherwide
agreed in writing any activity relating to the provision of financial services,
which requires a licence in any jurisdiction
p)
Any activity whatsoever that may in the opinion of the
Service Provider damage the good reputation of Service Provider around the
world
7 UNACCEPTABLE CLIENTS
7.1 The Service Provider reserves the right
not to assist, cease to assist or decline to assisy
any Clients who:
a)
Have Criminal record
b)
Have been disqualified as Director in the last 5 years,
depending on reasoning
c)
Have been declared Bancrupt
either in the UK or any other country
d)
People who have proven to act in a fraudulent or dishonest
manner in any civil proceedings
e)
Are Government officials
f)
Politicians
8 SERVICE PROVIDER'S OBLIGATIONS
8.1 The Service Provider shall perform the
Services with reasonable skill and care and to a reasonable standard in accordance
with recognised standards and codes of practice.
8.2 The Service Provider accepts all
responsibility for the condition of tools and equipment used in the performance
of the Services and shall ensure that any materials supplied shall be free of
defects.
9 TERMINATION OF SERVICES
9.1.
The Service Provider shall be entitled without notice to
terminate the provision of Services, if:
a)
The Client or the Officers of the company fail to respect
these Terms of Business
b)
The Services Provider learns that the company or the
Client are being involved in activities which were not
included in the ‘Incorporation Instructions Form’ and these are not considered
by the Service Provider as acceptable.
c)
When any legal proceedings are commenced agains the company
d)
If the Client or the Officers of the company become
engaged in illegal activity or activity considered by the Service Provider as
Unacceptable (see Point 6. and Point 7.)
e)
Any fees for the Services remain unpaid for the period of
more than 90 days from the date of the invoice
10 LIMITATION OF LIABILITY
10.1 Nothing in these Terms and Conditions
shall exclude or limit the liability of the Service Provider for death or
personal injury, however the Service Provider shall not be liable for any
direct loss or damage suffered by the Client howsoever caused, as a result of
any negligence, breach of contract or otherwise in excess of the price of the
Services.
10.2 The Service Provider shall not be liable
under any circumstances to the Client or any third party for any indirect or
consequential loss of profit, consequential or other economic loss suffered by
the Client howsoever caused, as a result of any negligence, breach of contract,
misrepresentation or otherwise.
10.3 For the avoidance of doubt, time shall not
be of the essence and the Service Provider shall incur no liability to the
Client in respect of any failure to complete the Services by any agreed
completion date.
11 FORCE
MAJEURE
Neither party shall be liable for
any delay or failure to perform any of its obligations if the delay or failure
results from events or circumstances outside its reasonable control, including
but not limited to acts of God, strikes, lock outs, accidents, war, fire,
breakdown of plant or machinery or shortage or unavailability of raw materials
from a natural source of supply, and the party shall be entitled to a
reasonable extension of its obligations.
12 SEVERANCE
If any term or provision of these
Terms and Conditions is held invalid, illegal or unenforceable for any reason
by any court of competent jurisdiction such provision shall be severed and the
remainder of the provisions hereof shall continue in full force and effect as
if these Terms and Conditions had been agreed with the invalid, illegal or
unenforceable provision eliminated.
13 MISCELLANEOUS
13.1 There Terms and Conditions supersede all prior terms of business and agreements whether oral or written.
13.2
Nothing in these Terms of Business shall create or be
deemed to create a relationship of partnership
or joint venture between the Service Provider and the Client or the Company.
14 GOVERNING LAW
These Terms and Conditions shall be
governed by and construed in accordance with the law of England and Wales and
the parties hereby submit to the exclusive jurisdiction of the English courts.