TERMS AND CONDITIONS OF USE – COMPANY FORMATION SERVICES
By using our products and services, you agree to be bound by the full Terms & Conditions שד ‘ pricing sent by proforma invoices (order form).
These terms and conditions apply to the business relation between the Client and the Agent (as identified further below), arising from the Client requesting the Agent to provide certain corporate and management services. Any order made by internet or by any other means, shall constitute a binding agreement of these terms & conditions between the Client and the Agent.
“The Agent” means WF ADVISORY LTD, (including any subsidiary or nominee of WF ADVISORY LTD), which provides services to the client or the company.
“Services” means any or several of the following (among others) : company formation, acting as registered agent, provision of registered office, third-party director, third-party shareholder or account signatory, provision of mail, fax and message forwarding, maintenance of books and records, opening and operating of bank accounts, administrative and managerial work and any other corporate services of similar nature that the agent agrees to provide.
“Company” means any company beneficially owned by the client for which services are provided by the Agent.
“Client” means the beneficial owner(s) of the company and/or the person(s) who has (ve) requested the agent to provide services. It also means any person the client may represent in the case of a group (all such persons jointly and severally).
“Order Form” means the standard order form submitted by the client to the agent before beginning and providing services.
“Communication” means any communication between the agent and the client by any of the following methods: (a) email or other message or form posted through the internet; (b) courier or mail delivery, any of the above being addressed to the last known or notified address of the recipient.
I. General Notes
The management of the company wishes to remain open to well-founded complaints in order not only to resolve them efficiently, but also to improve our service at large.
Complaints are usually handled by the manager for the country of incorporation, however if you have a complaint that cannot be resolved, you can write an email to our complaint resolution department and the latter will be copied to and forwarded executive managers for efficient resolution.
Complaints can be lodged in writing to the following office with the envelope marked personal and confidential. Please substantiate any complaints with precise facts, dates and names if you want us to be able to act on your complaint. Any vague complaints or unconstructive insults will be discarded without follow-up. We will attempt to answer or resolve any complaint within a maximum of 7 days.
II. Our services
Company formation (company incorporation)
Once you have ordered us the incorporation of the new company on your behalf, we will make every effort to execute your orders as fast as possible that is why it is impossible to cancel orders after ordering.
Once we have accepted a request for services you may contact us by telephone, email or at the postal address displayed on our website to ask us if your request has been withdrawn. Given the nature of the services we provide, it will be entirely at our discretion whether or not you are entitled to a refund for the latter. In the exercise of such discretion, we will consider the extent of the work we already began according to the provision of that service or the payment of third parties’ fees. As the service includes the formation of a company, once the incorporation request has been submitted to the Companies House/Registry, it will not be possible to stop the company formation process.
The time for the formation of a company usually depends on how fast the registrar replies to our request. If your order is processed electronically (only for United Kingdom incorporation), you can expect the return of your company certificate of incorporation within 48 to 72 hours maximum, and in some rare cases within 96 hours. In any case we cannot be held responsible for delays in registrar back-ups or for technical problems that may occur during the process. In the case of paper incorporations or special Memorandum of Associations or of modified articles, the incorporation can take up to 15 days.
Upon the receipt of the incorporation information from the Companies House, we will usually forward you a set of electronic or scanned documents to the email you provided when ordering. Furthermore, depending on the options that you have chosen, paper documents will be mailed by post or couriered to you depending on the options offered and selected by you at the time of order.
IT IS YOUR RESPONSIBILITY TO PROVIDE US WITH A PROPER POSTAL ADDRESS, EMAIL AND TELEPHONE NUMBER SO THAT WE CAN MAKE SURE THAT THE DOCUMENTS REACH YOU DILIGENTLY. Please Note that in the case of UK Limited Companies and in opposition to what many bankers or other entities will claim, the PDF document that is sent to you IS TECHNICALLY THE ORIGINAL.
Legal and Fiscal Advice
Although we may guide you in the right direction with the best of our knowledge when you order us services, we are doing so for strictly informational purposes and this guidance should never be considered as legal, financial, accounting, or fiscal advice. If you need solid advice, we recommend you to hire independent professional services.
THE CLIENT ACKNOWLEDGES THAT THE AGENT DOES NOT GIVE ANY LEGAL OR TAX ADVICE, NOR DOES THE AGENT MAKE ANY REPRESENTATION, WHETHER EXPRESSED OR IMPLIED, THAT ANY COMPANY OR OTHER ENTITY OR ANY PARTICULAR CORPORATE STRUCTURE OR ORGANIZATION, WILL BE FIT FOR OR ACHIEVE ANY PARTICULAR PURPOSE FOR THE CLIENT, WHETHER OR NOT SUCH PURPOSE OR INTENTION WAS NOTIFIED BY THE CLIENT TO THE AGENT. WE WILL BE HAPPY TO RECOMMEND YOU PROFESSIONAL ADVISERS IF YOU NEED ASSISTANCE IN THAT REGARDS.
Bank introductions or Bank account opening assistance
Although you may freely contract bank opening services on our website or by telephone, we reserve the right to cancel the order and fully refund the sums that were paid in full (less any bank transfer fees, credit card fees or PayPal fees – if any – and without the need to justify the reason of such refusal).
Once we do go ahead with your bank account opening or bank introduction, we may cancel the procedure at any time if you cannot provide us or the bank with proper compliance documentation such as a proof of address and an identification of the beneficial owners (not solely).
The same if you do not have the necessary funding or skills to operate your business, if you demonstrate improper behavior towards any of our employees or the bank‘s employees, if you are late to meetings, score poorly on your credit checks, or for any other reason that we may judge inappropriate.
In the event that we have to cancel services at this stage, we will refund any money paid for this purpose (less reasonable costs and for the time spent by our employees in processing your application and accompanying you to the bank, for translation works or for any other services that we may have provided you with). If you cancel an appointment less than 48 hours in advance, we reserve the right to charge a reasonable penalty of approximately 20 to 25% of the assistance services offered and reschedule the appointment. If this happens more than once, we reserve the right to cancel the whole service and reimburse you part of the fees at our discretion (less any fines that we may have levied for damages in time or reputation caused by late cancelations). If you do not show up to a bank appointment without a reason due to “Force Majeure” or a reasonable excuse, we may forfeit all or part of the fees charged for the bank introduction and may chose not to continue providing you with services.
In the event that we must go back to the bank with you because you were unable to go on the first time, we will usually charge the time at our current hourly rate for administrative work, unless the services are provided by a manager or senior employee in which case we will charge time at the superior senior management rate.
The opening of bank accounts is a complex procedure and, although this may be rare, you may be obliged to travel several times at your own cost and expense to complete the process. In the event that the bank refuses to open an account for your company, we will evaluate the situation and either offer alternate banking options but we cannot reimburse any of your funds in case of a refusal from the bank.
INSOFAR AS BANK INTRODUCTION SERVICES OR BANK OPENING ASSISTANCE IS CONCERNED, WE WILL MAKE EVERY EFFORT TO SATISFY YOU, YET NOTE THAT THE SERVICE IS ONE OF INTRODUCTION AND ASSISTANCE IN BANKING PAPERWORK AND PROCEDURES, AND WE PUT AT YOUR SERVICE OUR KNOWLEDGE OF WHAT BANKS WILL GENERALLY DO FOR BANK ACCOUNT OPENING.
THE CLIENT ACCEPTS AND FULLY UNDERSTANDS THAT WE ARE UNDER NO OBLIGATION OF PERFORMANCE AND UNDER NO CIRCUMSTANCES WE DO WARRANT THAT A BANK WILL OPEN AN ACCOUNT FOR YOU OR YOUR COMPANY.
Completion of Service for Bank Introductions
If the bank does agree to open an account for you, our services will be deemed complete. Although we may freely agree to assist you in other banking matters, in no event we will be held liable for not obtaining credit or debit cards, chequebooks, merchant accounts, letters of credit, internet access or any other type of banking product. Some banks may flatly refuse to provide any of those services and we will be under no obligation to find alternate solutions.
In the case of the use of nominee directors
Some bank’s employees may not be familiar with the concept of Nominee Directors or Shareholders and this may prevent or delay the account opening process. This is a risk that you fully assume and understand when employing nominee directors or shareholders.
Nominee Directors and Nominee Shareholders
If you wish to use our services to provide nominee directors or shareholders, we must first approve your reasons and we will sometimes ask for guarantees. This service is not usually offered for discretion purposes and not to conduct any illegal activities.
You will be held liable for any lawsuits, financial losses or any other liability that may arise towards the nominee structures, or to us as an agent, and agree – without possible contest – to swiftly and wholly indemnify us for any damages we may ask you to satisfy.
We reserve the right to remove any of our nominee directors anytime we feel that the way the business is being run or if the nature of the business itself can endanger the reputation, wellbeing or financial situation of the nominee directors or shareholders.
In the event that we are not paid for our services, you will be put on the company directly as the company director and shareholder without recourse against us of any type.
Secretary or Company
Our company secretarial service will offer you a corporation or a person that will be the secretary of your company, usually for a year at a time. The secretary’s role is to deal with the administrative affairs of the company and to keep statutory records (register of directors, register of secretaries, etc…).
In addition to these last services, the annual fee includes the filing of the annual report. Government fees for filing are not included unless indicated in a deal. Any other company secretarial or administrative work will be billed as you go: change of directors, change of address, change of company name, share or stock transfers …etc.
Upon incorporation, the company secretary will notify you of annual return dates at the registrar of companies.
The annual report is due every year before the birthday of the company and it is the director’s exclusive responsibility. We or the secretary will help you follow dates as much as possible, but in no way will we be responsible for any late filing consequences such as fines, penalties or other consequences.
Registered Address and Registered Agent
We provide basic registered address services when we incorporate a company or if you transfer your company over to our offices. While this gives you the right to include our address on your letterheads and business cards, unless you contract a superior service such as mail forwarding or other business correspondence or presence packages, the reception of your mail will be strictly limited to statutory government mail and in any event to a maximum of 10 pieces yearly.
In no case our office is to be used without our consent for VAT registration, payroll, for running mass mailings or for any type of illegal “shady” businesses, or running businesses that are usually regulated without a proper license. Any advertising of any type including our address – other than the simple listing of your registered address or business cards – will have to be duly pre-approved in writing by our offices.
Change of Address or Agent
In the event that the Agent changes the office address, then the Agent shall give the client a prior sixty days’ notice. The Agent will not be responsible for any costs incurred by the client as a result of such change.
If you are intended to receive regular business mail at your address, you will either be charged for stamp, envelopes and a handling fee, or you will have to contract either a higher service pack or an ad hoc service agreement before receiving these mails. On the contrary, you will risk delays or rejection of your business mail.
Telephone or Fax lines
We may act as an intermediary for the resale of telecommunications services that are useful to you or to other clients. You will be asked to pay a service and a security deposit to cover telephone or fax forwarding costs. If you have not paid for the service or if your deposit is too low, we may decide to suspend services without warning and without incurring any type of liability. The telephone lines and fax lines are not portable or transferable unless specified.
Domain Registration and Email
In some cases, we may offer email, domain or hosting services to clients who are not technical experts enough to register their own or for clients who want us to handle all their needs. If past-due monies are due on these domains, or hosting services, we reserve the right not to renew the domain or to take over the property of the domain at our discretion.
Accounting services may be provided through our partners we may choose from time to time.
Upon the incorporation or formation of a company, we will inform you of your obligations as a company director (or as the agent of the directors); of all the crucial dates that will occur insofar as accounting and statutory accounts are concerned. These obligations usually include keeping accurate financial records, filing VAT returns if you are VAT registered, filing accounting records such as income statements and balance sheets with the Registry, and filing tax returns with the internal revenue services of the said jurisdiction chosen by the client.
ALTHOUGH WE WILL MAKE EVERY EFFORT TO REMIND YOU OF YOUR LEGAL AND STATUTORY OBLIGATIONS AND OF THE DEADLINES THAT YOU ARE FACING, YOUR ARE ULTIMATELY LIABLE – BOTH FINANCIALLY AND CRIMINALLY – FOR FILING ACCOUNTS, PAYING TAXES AND COMPLETING YOUR OBLIGATIONS BEFORE ESTABLISHED GOVERMENTS DEADLINES HAVE ELAPSED. YOUR ARE ALSO RESPONSIBLE FOR VERIFYING THE ACCURACY OF THE ACCOUNTS AND ANY RETURNS.
IN NO EVENT WHATSOEVER WE WILL BE HELD LIABLE FOR LATE PENALTIES, FINES, ERRORS, BUGS OR ANY OTHER OBLIGATIONS UNDER ANY CIRCUMSTANCES.
VAT Registration Assistance
We offer a service called VAT REGISTRATION or VAT REGISTRATION ASSISTANCE for clients that have either reached the legal threshold set by the government above which a business must register or for clients that need to register in order to run the activity.
It is important to note that what you are buying is our expertise and support and not a guarantee of obtaining a VAT number. We are under no obligation of performance for getting the VAT number registration and the ultimate decision belongs to the competent authorities.
Merchant accounts and Gateway offers
In the event that you order a merchant account or gateway services for your business either within a package offer or as a standalone order, we will make every effort to put your application through to our Credit Card Processing partners. However, keep in mind that the final decision usually rests with the bank or the acquirer offering the services and that your application can be turned down for a number of reasons: including sector of activity, risks, low volume, or any other factor that the banks may not accept.
From time to time, we may list pre-owned companies or companies with age for your convenience or for special purposes. Unless these companies are recent and in that case we will inform you so, shelf companies may have been used and we offer no guarantee, expressed or implied, regarding these companies. They are sold “as is” under the doctrine of caveat emptor.
Subcontracting and related service providers
We reserve the right to subcontract part or all of the services that we offer via this website to other companies of our group of various partners, attorneys, notaries or accountants that we use within the normal conduct of our activities.
Specific Conditions and Variation of the Terms & Conditions
Other specific conditions may be included directly next to the described services and must be considered part of this full agreement, whereas other services such as accountancy, nominee directorship and virtual office services may have their own terms and conditions to be signed and agreed upon separately. These agreements will complement and generally override these current general terms & conditions as they are more precisely defined for each type of service or product. You can ask in advance for these agreements if you intend to contract any service.
Automatic Renewal of Services and Cancelation Notices
All services, unless otherwise specified, are tacitly re-conducted at the end of the period for which it has been contracted (that is to say for a one year period). If you do not want the service to be re-conducted you will have to send a written notice via certified mail with return receipt to our office AT LEAST 90 DAYS before the term of the contract. Any outstanding balances will be billed and charged by credit card, direct debit or by bills for the outstanding balance.
III. Price, Payment and Order
Variation of Prices & Conditions
All prices and conditions are listed on our website, however we do reserve the right to alter these prices and conditions whenever we judge fit. Whenever possible, we will give advance warning of changes, however, in no case will this be an obligation on our part. Usually, general terms and conditions on the website will be the latest version and will prevail over all other Terms & Conditions previously posted or distributed.
Depending on which payment methods we may have available at the time of your order, you may choose amongst several payment methods such as bank wire transfer, PayPal or other e-wallet solutions, direct debits, or finally paying online, by fax or over the telephone with your credit card or debit card (Visa, MasterCard, Maestro, Electron, Amex, Diners, JCB, Discover or whichever cards we may accept at the time of this agreement).
Bank wire transfers
Although we traditionally have never charged for receiving bank transfers, you are responsible for making sure that the full amount we have asked for reaches us. You are liable for all transfer costs on your end and in no case we may share or pay for transfer costs.
If our final payment is missing funds because of bank transfer fees or any other reasons, we will withhold sending you information about the services that you have ordered or at the very least we will retain the full property of the company or associated services until the adjustment for the missing funds is made or until we agree in writing to waive the difference.
If you decide to pay by PayPal or other e-money or e-wallet services such as Net Teller, Money Bookers, or others, we may decide to add the costs of using such services to your total checkout. Services such as PayPal have many hidden costs that are not always apparent and these services traditionally charge not only a few % for the transaction itself, but also fairly important exchange rates and possible surcharges for non-domestic credit cards or non-European credit cards for example. We usually charge 4 to 5% for the use of these services.
Credit Card or Debit Card Payments
We can take credit or debit card payments on the internet, by telephone or fax. Please avoid sending credit card details by email, as they are quite easy to intercept.
Payment by bank cheques
We will generally never accept payments by bank cheques unless pre-agreed with us and in any case, there may be additional charged tagged on to foreign cheques to compensate for important banking charges related to this type of financial instrument.
Authority to order and authorizations for using your own officers
We provide services solely on the understanding that you have given us full and proper instructions and that you have the authority to lawfully carry out those instructions for yourself or on behalf of your client or partners. You warrant that you are acting on your own authority or that you have the authority of your clients, partners or associates to instruct us.
While identifying officers to the company, you fully warrant that you have the legal consent of those officers before appointing them and that you have verified that the information that they are relaying to you is true and accurate. Furthermore, if you are a professional intermediary, accountant or attorney, you warrant that you have conducted minimum due-diligence according to the European legal guidelines and that you are in a position to furnish such due-diligence information upon demand.
Final property of the services
All services rendered and incorporated companies will remain our full property until your account is paid up in full and this regardless of whether you have already operated the company or of how much time has elapsed since incorporation.
Any invoices presented to clients for outstanding services are expected to be paid upon presentation and will go into debt collection after 30 days if not satisfied in full or at least in part.
IV. General Conditions
Your obligations under this Agreement
We provide you services with the understanding that you have supplied us with true and accurate instructions and that you have given us the authority to lawfully carry out those instructions. You warrant that you are acting on your own authority or have the authority of your client to instruct us in this regards. While identifying officers to the company, you fully warrant that you have the legal consent of those officers to be appointed and you agree to indemnify us in the case of a conflict with the directors.
You will ensure the accuracy and completeness of the information you provide us and accept all liability for the rejection of any documents, accounts or filings due to inaccuracies or incompleteness.
Although we may guide you whenever it is possible, it is ultimately your responsibility to ensure that any company name or domain name you choose is available for registration and can be lawfully used by you. We accept no liability for your choice of name. You are responsible for ensuring that your choice of company name or domain name does not infringe any intellectual property rights.
We are under no obligation of time other that reasonable time for the performance of the services. We will use our reasonable resources to meet the estimated deadlines mentioned in our website but still they are estimates and we do not accept, in particular, responsibility for delay due to third parties or for reasons out of our control (such as the unavailability of the World Wide Web, for computer systems or telecommunications failure or if any government systems or secure online payment gateways have failed).
We are under no obligation to accept any request or to continue to perform any service on your behalf. We reserve the right to reject any request or to discontinue the performance of any service without liability.
We shall in no case be liable to you for any breach of the terms and conditions or any failure to provide or delay in providing our services through our site resulting from any event or circumstance beyond our reasonable control including, without limitation, breakdown of systems or network access, fire, explosion or accident or any “acts of God”.
Exclusions and Limitations
We make no representations or warranties about the accuracy, completeness, or suitability for any specific purpose of the information and related graphics published on our website. The information published may contain technical inaccuracies, out-dated material or typographical errors and is only intended to be a general indication of our services.
Changes in Content and Services
At any time and without notice, we reserve the right to revise our terms and conditions, our bouquet of services and the content of our site.
Termination of access to our services
Given the sensitive nature or corporate services and banking relations, we reserve the right, at our sole discretion, to bar access to our website and to our services without previous warning.
Outgoing Web Links
Outgoing links to third party websites are provided for your convenience and for general information. We do not warrant any of the content, services or accuracy of these third parties.
Ownership and Rights to the Materials on this website
All rights to the design, text & graphics and any other material on our website, layout and style are our own copyright or the ones of related third parties.
Permission is granted to electronically copy and print hard copy portions of our site solely for the purpose of studying offers in connection with the acquisition of goods or services from our website.
Any other use of the materials on our website (including reproduction for purposes other than those above mentioned and any alteration, modification, distribution, or publication) without our prior written permission is strictly prohibited and will be prosecuted to the full extend authorized by law.
Competent Jurisdiction and Tribunals
These Terms and Conditions and our relationship with you shall be governed by and construed in accordance with the laws of the United Kingdom and will be subject to the exclusive jurisdiction of the United Kingdom.
THE CLIENT DECLARE THAT HE HAS READ AND FULLY UNDERSTOOD THE ENTIRE TEXT OF THE HEREIN TERMS AND CONDITIONS WHICH HE FULLY AGREES TO AND ACCEPT:
THE CLIENT CONFIRMS THAT HE IS AGED 18 YEARS OR OVER AND THAT THE INFORMATION PROVIDED IN THIS CONTRACT IS ACCURATE AND CORRECT.