Agreement relating to the order of company formations and other services through Formir Services LTD.
1. This agreement relates to company formation services, annual services or other related services (jointly and severally referred to as the “Service”).
2. Parties to the agreement are Formir Services LTD.(“Formir Services”) and the person or the company placing the order (the “Client”).
If the service relates to the order of a new company formation, the Client and the newly formed company are liable in solidum for the contractual obligations under this agreement, including but not limited to payment.
3. An order is binding when the Client sends the order form to Formir Services, when these terms and conditions have been accepted by electronic selection in an online form, or when placing an order by phone. An order may be binding under this agreement, even if all necessary information to complete the service has not yet been given by the Client. Formir Services will notify the Client if further information is required
Formir Services retains the right to decline any order without stating a reason, provided that a refund is given to the Client.
4. The Client accepts electronic communication of documents and information.
5. The Service shall be paid in advance according to prices set by Formir Services. If a Service is not paid, or if a service paid by card, cheque or in any other manner, is withheld or cancelled, or for any other reason not properly paid to Formir Services, the order is still binding, and a proper payment shall be made immediately. In case of late payment, penalty interest and penalty fees shall apply according to law and common practice.
Government and public fees relating to the registration of companies outside UK, will be invoiced to the Client directly by the proper authorities, and is not included as part of the Service.
Formir Services or agents or third party representatives of Formir Services, may issue additional invoices for any meetings with the Client, or for special forms, documents or other extraordinary services requested by the Client, not forming a part of the standard Service. In addition, large quantities of copies, courier services or similar, requested by or offered with the consent of the Client, may be charged extra. The Client shall receive prior information of such additional costs.
6. Neither Formir Services, nor Formir Services’ employees, agents or representatives, can give binding assurances regarding the processing time of forms or registrations, as such processing times rely heavily on the performance of services of government bodies or third party agencies. Similarly, no such person can provide binding assurances that certain company names are available for registration. If a registration of a company is refused, Formir Services will notify the Client, who will amend or alter the registration request. A binding order cannot be cancelled, even if the preferred company name is not available or the registration was refused for other reasons related to the Client or which may reasonably be rectified, amended or altered by the Client. Under no circumstances shall such aforementioned persons be held liable if a registration of a company violates third party rights.
7. The Client agrees to provide Formir Services with all relevant information and data relating to the performance of the Service – including but not limited to the Clients contact details. The Client indemnifies Formir Services for any claim or
loss caused by lack of proper information provided by the Client, including the proper information of filing deadlines.
The Client shall complete all forms to the best of his ability, and warrant that all information provided is correct and up to date. The Client is aware of, and has familiarized himself with, all personal liabilities that may arise from such positions as director, company secretary, shareholder or any other position related to the forming and operation of a company, in any relevant jurisdiction. The Client confirms that he also has familiarized himself with other consequences of the formation of his company, including all tax implications, and has sought the necessary professional advice required to form an educated decision to proceed with any such company formation, and confirms that he has not relied on any information or advice offered by Formir Services.
8. Formir Services’ liability for any fault or defect in the performance of the Service, is limited to the remuneration received under this contract. Formir Services has no liability for indirect or consequential loss, or loss related to changes in law or public regulation.
The Client shall hold harmless against and indemnify Formir Services, Formir Services’ employees or agents, for any loss caused to any third party relating to the performance of the Service, or the fact that the Service could, for any reason, not be performed.
If the Service also includes address services in the UK, Formir Services shall facilitate such an address either directly, through a Chartered Secretary or through any other company or individual with adequate references. With the expectance of this duty, Formir Services is not responsible for the performance of the address service. Only mail from UK authorities will be forwarded and other mail may be returned or destroyed. If the Service includes Company Secretary service or any service related to assisting the company continuously throughout the year with filing of documents or assistance with the relationship between the company and / or Client and official bodies, Formir Services may open and handle any post received, without forwarding this.
9. The Client confirms that any company formed, shall not be used for illegal purposes. The Client is familiar with the fact that Formir Services, Formir Services’ employees or Formir Services’ agents may be bound by law to report suspicions of money laundering or illegal activities.
10. If the Service includes Company Secretary services, Formir Services shall directly offer a corporate body or an individual for that role, or provide any such corporate body or individual through a partner, agent or subsidiary.
Company Secretary services in the UK shall be limited to the provision of assistance to or direct filing of Annual Return and annual accounts (dormant) to Companies House, and a non-trading or non fiscal resident notification to Inland Revenue. Other filings or assistance is not included in the Service, unless specifically agreed in writing. The Client shall under all circumstances, remain liable for all government fees and penalties.
Formir Services can at any time terminate this Agreement without reason, provided that a proportionate part of the annual fee charged is refunded to the client. Without any refund, Formir Services may terminate this agreement or any part of it, if the Client does not provide the necessary information to provide the Service in an efficient or accurate manner, or if the Client does not properly contribute to the performance of the Service, or if Formir Services at its sole discretion suspects that the Client is involved in activities that are illegal,
immoral or may cause damage to Formir Services or Formir Services’s reputation.
The provision of the above mentioned Service is based on the presumption that the Client does not have any business activities in the UK, or any other activity that for any reason shall be reported to UK authorities or be included in accounts or tax returns. The Client shall notify Formir Services immediately, should these conditions at any time not be met – and any continued Service thereafter must be agreed in writing between the parties.
Formir Services shall provide the services mentioned in this section within the standard filing deadlines set by UK authorities. If the Client’s signature is required, Formir Services shall approach the Client in reasonable time, so that a signature may be provided prior to the filing deadline, but in such cases or any other case where Formir Services cannot without the Client; or a third party signature or other contribution complete the filing, Formir Services shall not be responsible for the filing deadline itself being met.
The Client hereby grants Formir Services an unlimited right to complete annual returns based upon the data held by Formir Services at any time, and to file dormant accounts with Companies House and Inland Revenue. The Client is aware that he or his companies may be required to file additional information with Inland Revenue or other government bodies, including copies of a certificate of fiscal residency and copy of full accounts. Formir Services may forward such requests through Formir Services’ online based systems.
11. If the Service includes the formation of a limited company outside the UK, Formir Services shall complete a draft of the memorandum and articles of association based on data provided by the Client. The Client may select an auditor from Formir Services’ list of approved auditors if and when required, however, the Client shall pay the cost of the auditor and Formir Services does not guarantee that the auditor will accept the assignment. For the formation of a limited company outside UK, the Client is aware that a minimum share capital is required, in addition to registration fees required to cover the cost of registering the company with the appropriate Authority.
12. The Client shall keep Formir Services updated on any changes to company details, including changes to company name, changes of directors or directors details, changes to direct and beneficial owners and all other relevant changes. The Client shall also provide Formir Services with updated contact details at all times, including a phone number and a valid email address. The Client is aware that Formir Services may, at its sole discretion, decide to send documents and notifications entirely by email.
13. If the Service includes changes to company details, such as transfer of shares, change of director or director details, change of company name or any other similar change, Formir Services shall provide the Client with such forms and documents as necessary to register the changes, and / or complete such changes through electronic filing. Formir Services will complete or attempt to complete forms based on the information provided by the Client, and is not liable for any loss or damage caused by incorrect or incomplete information being provided by the Client. The Client shall indemnify Formir Services against any loss caused by such incorrect or incomplete information.
14. If the Service includes assistance with so-called ”strike-off” in the UK, the Client is aware of the consequences of such strike-off and the particular problems and risk of loss that such actions may cause. For such Service, Formir Services is not liable for any loss or damage caused, what so ever.
15. The Client accepts that Formir Services may file any form electronically, including forms that have been sent to Formir Services in paper format.
16. Where the Service is, in part or full, an annual or recurring service, this agreement will be automatically renewed for another term, provided a notice of termination has not reached Formir Services more than 60 days before the renewal date. The Client shall pay such service by debit- or credit card, and the Client accepts that an automatic charge is made to the credit card at the time of renewal continuously until a termination by either part under this agreement.
17. Subject to injunctions or any court or binding government order, Formir Services shall observe client confidentiality relating to all sensitive Client details, provided such details are not already publicly available. This confidentiality shall be observed both during and after the service period.
18. Formir Services does not provide services to consumers. The very nature of the products and services delivered means that all purchases are considered professional business-to-business contracts. As a professional part, the Client cannot claim consumer rights or claim protection under any EU Distance Selling Regulations and is not protected by any right to a cooling-off provision. The Client is aware that Formir Services is not registered in Norway, Sweden, Denmark or Germany and does not operate from a regular place of business in these countries.
19. This Agreement is subject to Maltese law, and the parties irrevocably submit to the Maltese Courts, with Malta as the agreed forum.