Terms and Conditions
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions: "Agreement" means the contract between Utlandsjuristen and the Client of which these Terms and Conditions shall form an integral part. "Client" means the applicant whose description and address are set out in this form. "Company" means any one or more companies in respect of which Utlandsjuristen provides Services at the Client's request. "Services" means any company formation, management or administration services whatsoever provided in respect of a Company. "Utlandsjuristen" means Utlandsjuristen Malmstrom & Valdemarsson, a registered trading name of Sovereign Trust (Gibraltar) Limited and any member of, or any associated company within, The Sovereign Group whether as a subsidiary, holding company, joint venture company or franchisee of The Sovereign Group or any of its subsidiaries or in any other capacity whatsoever and shall where the context admits include any employee servant agent director or representative of same which provides Services pursuant to this Agreement.
Words importing one gender include all other genders and words importing the singular include the plural and vice versa.
FEES AND SERVICES
- The Client agrees to pay the fees charged by Utlandsjuristen for the provision of Services. These fees include fees for annually recurring Services billed at the rates applied by Utlandsjuristen from time to time. Although effort is made to maintain the same fee level for as long as possible, Utlandsjuristen reserves the right to increase the level of fees payable.
- Fees shall be payable immediately upon issue of invoices to the Client. If invoices are not settled within 30 days of the invoice date Utlandsjuristen shall be entitled to charge additional fees for annual Services of up to 20% of the fees invoiced and/or to charge interest on all outstanding fees at the rate of 4% over the best lending rate offered from time to time by HSBC for the currency in which the invoice is denominated.
- In the event of the Client failing to settle any invoice by the due date the Client and/or the Company authorises Utlandsjuristen to deduct fees from any account, monies or property under the control of Utlandsjuristen in which the Client or the Company has a legal or beneficial interest and whilst any such fees remain outstanding Utlandsjuristen shall have a lien on any papers books or records and/or all assets of the Company or the Client which are in the possession or under the control of Utlandsjuristen.
- If the Client no longer requires Utlandsjuristen to provide Services to a Company, no later than 30 days after the date of an invoice for annual Services the Client shall give written notice to Utlandsjuristen accordingly failing which the Client shall be deemed to have accepted liability to pay for such Services and shall be liable for the payment of the said invoice in full.
- Services are provided on an annual basis and Utlandsjuristen shall not, without prior written agreement, be required to provide such Services for shorter periods or for part only of the relevant annual period.
- A termination fee shall be payable by the Client to Utlandsjuristen upon the Services no longer being required whether as a result of the winding up or disposal of the Company, the transfer of management or otherwise. The fee shall be £500 in respect of Companies for which annual invoices are denominated in Pounds Sterling or US$750, or the local currency equivalent, in respect of Companies for which annual invoices are denominated in US Dollars or other currencies. Utlandsjuristen shall be entitled to charge additional fees for documentary work, time spent in effecting such termination and disbursements payable to third parties.
- Utlandsjuristen reserves the right to refuse to accept instructions from a Client or to discontinue the provision of Services without giving any reasons therefor.
- Where Utlandsjuristen provides directors and/or company secretary ("Officers") to or for a Company:
- The Officers shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management of the Company but they shall not be willing or required to act in any manner which is or appears to them to be dishonest, illegal, improper or incorrect.
- Utlandsjuristen shall procure the resignation and replacement of the Officers upon receipt of a written request from the beneficial owners of a majority of the voting shares of the Company.
- The Client shall at all times indemnify and keep indemnified the Officers in respect of all actions, claims and demands, losses and costs made against or suffered or incurred by the Officers in the exercise or purported exercise of their duties unless the Officers shall be guilty of personal dishonesty.
- The Client acknowledges and understands that Officers may incur personal liabilities if certain statutory obligations relating to the Company are not complied with and that compliance with such statutory obligations is dependant on the Client promptly paying fees and responding to requests for information. If the Client fails to pay fees when due or respond promptly to requests for information the Officers shall be entitled to resign their services and the Client hereby irrevocably and unconditionally appoints Utlandsjuristen its attorney and agent for the purpose of appointing the Client as Officer in their place.
- Where Utlandsjuristen provides registered office facilities to or for the Company:
- No reference shall be made to that registered offices address in any advertisement or public announcement without the specific consent of Utlandsjuristen thereto.
- The facility is available on the basis of a licence revocable at will by Utlandsjuristen and the Client shall upon request from Utlandsjuristen immediately transfer the registered office address to another address selected by the Client.
- From time to time, it may be necessary for Utlandsjuristen to move its offices to another location and such a move may make it necessary for the registered office address of the Company to be changed. Utlandsjuristen undertakes to give the Client as much advance notice as possible of any such move but shall not be liable or held responsible for any costs incurred by the Client or the Company as a result thereof.
- To enable Utlandsjuristen at all times to contact the Client, the Client shall provide full details of and promptly inform Utlandsjuristen of any changes to his usual residential address, telephone number, fax number and any e-mail address in addition to any business or other contact address provided by the Client.
- All instructions or requests for action shall be transmitted to Utlandsjuristen by the Client in writing. Utlandsjuristen may, at its discretion, agree to action any request or instruction given otherwise than in writing but in such event Utlandsjuristen shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good faith.
- All communications in relation to the administration of the Company, including annual invoices, shall be deemed to have been properly communicated to the Client if sent to the address notified to Utlandsjuristen by the Client in accordance with this Agreement and all such communications shall be deemed to have been properly received by the Client seven (7) days after posting such communication to the Client. It shall not be necessary for Utlandsjuristen to provide proof of postage.
- Utlandsjuristen shall not be liable for any failure to comply wholly or in part with any instructions and shall not be responsible for non-receipt of instructions. The Client shall have no claim whatsoever against Utlandsjuristen in respect of anything done or omitted to be done or in respect of any exercise of any discretion unless same shall involve dishonesty.
- The Client shall at all times hereafter indemnify and keep indemnified Utlandsjuristen against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against Utlandsjuristen or which may be incurred or become payable by Utlandsjuristen by reason of or on account of
- Utlandsjuristen having acted or declined to act on any instructions or otherwise pursuant to this Agreement,
- Utlandsjuristen providing any Officer, registered office or other Service in respect of the Company or
- Utlandsjuristen providing a representative or nominee shareholder of the Company pursuant to this Agreement.
- In its brochure and other materials Utlandsjuristen provides information, inter alia, on corporate, trust, immigration and commercial matters. Such information does not purport to be legal or other professional advice and shall not be taken to constitute such advice or used or relied upon by the Client as such. The Client shall take his own independent advice on any matter relating to the Company and any Services provided by Utlandsjuristen that may affect or concern the Client and his personal affairs.
- To satisfy Utlandsjuristen's due diligence requirements, upon request the Client shall provide Utlandsjuristen with whatever information Utlandsjuristen may reasonably require about the background of the Client and/or the dealings and the business of the Company.
- Where Utlandsjuristen receives mail on behalf of a Client or a Company Utlandsjuristen retains the right to open that mail in accordance with the requirements of local legislation or regulation or as good practice dictates.
- This Agreement shall be governed by the laws of, and be deemed to have been made in, the place of incorporation of the Company. Any proceedings arising out of or in connection with this Agreement may be brought in any court of competent jurisdiction and Utlandsjuristen shall retain the right to commence proceedings in any other jurisdiction it may consider appropriate.
DUE DILIGENCE REQUIREMENTS
In accordance with local legislation governing the terms of our licence and anti-money laundering regulations we are required to secure certain information and documentation from, and prior to providing services to, prospective new clients. The following represents our current standard requirements, however, we reserve the right to request additional information or documentation dependent on circumstances:
- Completion and signature of our application forms (Company or Trust). This MUST be signed by all the beneficial owners of a new company, or all the settlors to a trust. Annexed to these forms are our standard terms and conditions of business to which prospective new clients agree to be bound;
- Full particulars as to the intended uses or trading activities of companies including an estimate of the first year's turnover or source of initial funds to be invested in the company. As much detail as possible should be provided as this will also assist in assessing exact requirements;
- Notarised copies of all the beneficial owners or settlors passports. Notarisation will not be necessary in those cases where prospective new clients meet with Sovereign Sales Consultants and photocopies of passports are taken by the Consultants;
- Two proofs of each beneficial owner's or settlor's private residential address. These may take the form of original (not photocopied) utility bills, such as telephone or electricity charges, that clearly show the individual's name and private residential address and bearing a current date. Other forms are acceptable, such as certified copies of ID cards where these show the individual's name and address, original bank statements that bear current dates, or certified copies of title deeds to property (only the pages showing the date, individual's name and the address of the property need be provided);
- A professional reference on each beneficial owner or settlor issued by a bank or recognised firm of lawyers or accountants. References may be issued either in English or Spanish. References in any other language MUST be accompanied by a certified translation in to English. The wording of the reference must state that the individual has been known to the referee for a minimum of three years, and that the individual is considered honest, trustworthy and of sound financial standing and reputation. If the letter of reference also verifies the individual's address, this could partly satisfy point 4 above. Original references MUST be provided (we are unable to accept photocopies) and should be addressed to Sovereign Trust (Gibraltar) Limited, although it is acceptable if addressed TO WHOM IT MAY CONCERN. Separate references addressed to the Financial & Development Secretary, Gibraltar, are required in those cases involving Gibraltar tax exempt companies. The requirements of some banks may in addition call for specific references addressed to themselves;
- Photocopies of the passports of all beneficiaries of a trust must be provided for identification purposes. Such copies do not require certification. Should any corporate bodies not managed by ourselves be proposed as directors or shareholders of the company, we need to receive copy documentation on that company as to its registration, goodstanding and ownership.
- This Website may include hyperlinks to other websites that are not operated or controlled by UJ ("Third Party Sites"). This Policy only applies to this Website and UJ is not responsible for the content or the privacy practises of Third Party Sites.
- This Policy may be updated and we therefore invite you to consult this Policy from time to time in order to familiarise yourself with any changes. The last paragraph of this Policy indicates when the Policy was last updated.
- The terms of this Policy are without prejudice to any contractual terms you may enter into with us, which will take precedence over the terms of this Policy.
Data Transfer to UJ and Trans-border Data Flow
- Please be aware that the Internet is generally not regarded as a secure environment, and that Data sent via the Internet can be accessed by unauthorised third parties, potentially leading to disclosures, changes in content or technical failures. Data sent via the Internet may be transmitted across international borders even though both sender and receiver are located in the same country. Therefore, your Data may be forwarded to a country with a lower data protection level than exists in your country of residence.
- UJ accepts no responsibility or liability for the security of your Data whilst in transit via the Internet to us. In order to protect the privacy we would like to remind you that you may choose another means of communication with us, where you deem it appropriate.
- In specific situations, UJ provides an encrypted communication transfer for your Data, but this will be specifically indicated.
Processing of Data by UJ and Use for Marketing Purposes
- UJ does not collect personally identifying Data from this Website except when specifically and knowingly provided by you. In the latter case, subject to any applicable local laws, we may use your personal information to market products and services we believe might be of interest to you.
- UJ may use session specific cookies* or web bugs** to obtain non-personal information Data regarding your use of this Website including IP address*** and session number****. This Data will be collected primarily for purposes of administering or compiling demographic information, and of monitoring usage and performance of this Website. We may also use such cookies to facilitate your movement within this Website (e.g. remembering passwords during the session and recording any country of residency selection you may have made.)
- Within UJ your personal Data will be transmitted and stored in a protected environment (e.g. firewalls). We undertake to take all reasonable steps in order not to allow your personal Data to be seen by any third parties other than those, which have been engaged by UJ to provide services to you. We will only disclose your Data to other third parties, if compelled to do so for legal or regulatory purposes.
- We may store Data in locations other than your country of residence. In such cases UJ will endeavour to ensure that there are adequate levels of protection for your Data taking into account applicable legal and regulatory requirements, including those relating to banking secrecy and data protection.
- For further information please read our disclaimer.
- This Policy was last updated in Februay 2006.
- www.ujoffshore.com © Copyright by Utlandsjuristen 2006 - All rights reserved.
* A cookie is information that a web server stores on your hard disk so that it allows a website to store your preferences on your machine and later retrieve it.
** A web bug is a graphic on a viewed web page that transmits information to a web server.
*** An IP address is a 32-binary digit number that identifies each sender or receiver of information that is sent in packets across the Internet.
**** A session is a series of interactions between two communication end points that occur during the span of a single connection and is related to a particular session number.