OffshoreSimple.com

Formation & Administration Services of Corporations
Terms & Conditions of Business

Check here our DUE DILIGENCE AND KNOW YOUR CUSTOMER (KYC) PRINCIPLES

DEFINITIONS:

In these terms and Conditions of Business:

"Client" means the person who has requested OffshoreSimple Inc. to provide services or any other person who has agreed to pay for services or has previously remitted payment for those services.

"Company" means any one or more companies or trusts for which the Client has asked OffshoreSimple Inc. to provide services.

"Person" shall include, as far as the context admits, any person, firm company or other body incorporated or unincorporated.

"Services" means any company formation, management, documentary, trust or trustee services, administration service, or any other provision of a service provided to the Client or his Company or a trust for or on behalf of the Client.

"Trust" means any trust or settlement established or administered for or on behalf of the client. 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 OffshoreSimple Inc. which fees include annually recurring amounts but, although effort is made to maintain the same fee level for as long as possible, OffshoreSimple Inc. reserves the right to increase the level of fees payable. Any such increase will be notified in our website.

In the event that the Client fails to settle invoices properly rendered to him by OffshoreSimple Inc within the period for payment notified on that invoice then the Client authorizes OffshoreSimple Inc. to deduct the fees from any account, monies or property under the control of OffshoreSimple Inc. and belonging to the Client or the Company.

If the Client no longer requires the Services provided by OffshoreSimple Inc. then within 30 days of receipt of the invoice for the forthcoming year's Services the Client shall advise OffshoreSimple Inc. accordingly. If the Client does not so inform OffshoreSimple Inc then he shall be deemed to have accepted liability to pay for the Services for the forthcoming 12 months period and shall be liable for the payment of the invoice in full.

Domiciliary and management services are provided on a yearly basis and OffshoreSimple Inc will not, without prior agreement, provide such services for shorter periods or for part only of the yearly billing period.

A termination fee shall be payable by the Client to OffshoreSimple Inc. upon the Services no longer being required whether this be due to liquidation of a company or trust, disposal of a company, transfer of the management of a company or trust or otherwise. The fee payable shall be US$1,000 in respect of each company or trust established in the country for which OffshoreSimple Inc. quote fees in US Dollars or £600 in respect of each company or trust established in a country for which OffshoreSimple Inc. quote fees in Pounds Sterling. This termination fee will be charged additionally to any fees payable for documentary work, time spent in effecting such termination and disbursements payable to third parties.

OffshoreSimple Inc. reserves the right to decline instructions from a prospective Client without giving any reasons.

DIRECTORS:

Where OffshoreSimple Inc. is providing Directors and/or Company Secretary ("Officers") to or for the Company then:-

i) The Officers will at all times be willing to consider and entertain requests and suggestions from the Client but they will not be willing to act in any manner which appears to them to be dishonest, illegal, improper, or incorrect.

ii) OffshoreSimple Inc. will procure the resignation of the Officers they provide upon written request from the Client.

iii) The Client will at al 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.

REGISTERED OFFICE:

Where OffshoreSimple Inc. or it's partners are providing registered office facilities to or for the Company then:

i) No reference shall be made to that registered offices address in any advertisement or public announcement without the specific consent of OffshoreSimple Inc. thereto.

ii) The facility is available on the basis of license revocable at will by OffshoreSimple Inc and the Client will upon request from OffshoreSimple Inc. immediately transfer the registered office address to another address selected by the Client.

iii) From time to time, it may be necessary for OffshoreSimple Inc. to move its offices to another location and such a move may well make it necessary for the registered office addresses of the Company to be changed. OffshoreSimple Inc. undertakes to give the Client as much advance notice as possible of any such move but it will not accept responsibility for any costs incurred by the Client as a result thereof.

iv) The invoices for annual renewals will be sent to the customers by email only. The customer have to inform Offshoresimple inc. if they have changed the contact details, including change of email address.

OTHER PROVISIONS:

So that OffshoreSimple Inc. may at all times be able to contact the Client should the need arise, the Client hereby agrees to inform OffshoreSimple Inc. immediately upon changing his usual email address, business address or residential address or telephone or fax number.

All instructions or requests for action shall be transmitted to OffshoreSimple Inc. by the Client in writing. OffshoreSimple Inc. may, at its discretion, agree to action any request or instruction given otherwise than in writing only on the express understanding that OffshoreSimple Inc. 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 shall be deemed to have been properly communicated to the Client, including sending of the annual renewal notice and yearly invoice, if sent to the address notified to OffshoreSimple Inc. by the Client in accordance with these Conditions of Business 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 OffshoreSimple Inc. to provide proof of postage.

OffshoreSimple Inc. 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 OffshoreSimple Inc. in respect of anything done or omitted to be done or in respect of any exercise of any discretion unless same shall be mala fide or fraudulently.

In its web site, and other materials OffshoreSimple Inc. provides information, inter alia, on corporate, trust, immigration and commercial matters. Such information does not purport to be legal or other professional advice and cannot be taken to constitute such advice.

Upon request, the Client agrees to provide OffshoreSimple Inc. with whatever information OffshoreSimple Inc. may reasonably require about the background of the Client and/or the dealings and the business of the Company.

Any dispute or difference arising between the Client and OffshoreSimple, Ltd from or out of the provision of the Services by OffshoreSimple Inc. or in connection with these Terms and Conditions of Business shall be referred to and determined by a sole arbitrator ("the Arbitrator") such arbitration to be held in the same jurisdiction as the situs of the particular office providing those Services or, if OffshoreSimple Inc. shall deem it more convenient or appropriate, in Panama. The Arbitrator shall be appointed by agreement between the parties. For the avoidance of doubt the Client and OffshoreSimple Inc. agree that the decision of such arbitration shall be binding on all parties to that arbitration

1. So far as they are not expressly varied in writing by the Company¹, these conditions shall be deemed to be incorporated into all contracts made by the Company and all work undertaken or goods supplied by the Company shall be deemed to be carried out pursuant to a contract incorporating these conditions. Each provision of these conditions is to be construed as a separate provision applying and surviving even if for any reason one or other of the said provisions is held inapplicable or unreasonable in any circumstances.
   
    
2. The person, firm or company from whom the Company receives instructions ("the customer") shall be liable to the Company as a principal for all costs, charges and expenses that shall be due to the Company in respect of work carried out or goods supplied by the Company subject to these conditions whether or not such customer purports to contract as an agent. A customer may not assign the benefit or burden of any contract with the Company.
   
    
3. Work will be undertaken or goods supplied by the Company as expeditiously as may be possible but the Company shall not be liable in respect of any failure to meet any specified delivery or completion date save that where the Company files, registers or submits documents or conducts agency services such services will be carried out by any due date having regard to the nature and time of the receipt of the customer's instructions and any other delays outside the Company's control.
   
    
4. The Company may require such particulars of the customer as is deemed necessary to the satisfaction of the Company, prior to the undertaking of such work or supply of goods, and reserves the right to refuse the undertaking of such work or supply of goods at its own discretion. Furthermore, the services of any corporate nominee director(s) retained by the Company will be limited to the performance of corporate secretarial functions.
   
    
5. The Company warrants:
   1. where advice is given or documents prepared, the Company will use its best endeavours to ensure accuracy of such advice or documents having regard to the nature of the customer's instructions;
   2. where goods are supplied or documents printed by the Company, such goods or documents shall be reasonably adequate for the purposes intended and disclosed to the Company;
   3. information supplied by the Company shall be reasonably accurate having regard to the accuracy of the source material and the nature of the customer's instructions.

   
    

6. The customer warrants:
   1. that any instructions given by him will not cause the Company to infringe the law of any country;
   2. the accuracy of all information given to the Company by him;
   3. that where shares or company appointments are held by employees of the Company in connection with the formation of a company for the customer, then immediately following the receipt of the necessary documents by the customer all necessary steps will be taken to:
      1. complete the transfer of such shares to the beneficial owner;
      2. implement the resignations of the employees or nominees of the Company from the appointments in question, and the substitution of the appointees of the beneficial owner of the company;
      3. thereafter complete the necessary statutory formalities in connection with the appointment of officers, registered office and the issue of shares.

   
    

7. So far as may be necessary for the execution of the customer's instructions, the customer authorizes the Company to sign the customer's name upon Court and other official forms and applications and will indemnify the Company against all costs, claims, demands and expenses that may result from the Company's use of the customer's name in connection with the making of applications to or the conduct of business in any Government Department, Court, Registry or other official body so far as such application or business may be necessary for the execution of the customer's instructions.
   
    
8. The copyright in all written material including documents, reports and record books prepared by the Company shall vest in the Company. The customer shall have the right to use such material for the purpose intended by the Customer's instructions and for no other purpose. This condition shall not however apply where the Company has merely printed documents prepared by the customer without the assistance of the Company.
   
    
9.  
   1. Payment  rendered by the Company shall be made in advance.
   2. in all cases customers shall on demand make such payments to the Company as the Company shall reasonably require to meet disbursements which have to be made by the Company in carrying out the customer's instructions. The Company shall have the right to suspend work on the customer's instructions if such requested payments on account shall not be made.
   3. If the Company shall refer an unpaid invoice to debt collection agents for collection the customer shall pay in addition to the amount due on such invoice such further sum as shall be equal to the collection agent's reasonable fees and costs.

   
    

10. If payment shall not have been made by any customer in accordance with condition 9 above the Company shall have the right to cancel any outstanding contracts with such customer summarily by notice in writing without compensation to the customer but with the right to be paid in respect of all work done or goods supplied to the customer and to be reimbursed the amount of all moneys paid out on account of the customer up to date of such cancellation.
    
     
11. Work done and goods supplied by the Company shall be charged for at the rates currently applied by the Company and in force at the time work was done or the goods supplied, and all the expenses incurred and disbursements made on the customer's account shall be reimbursed by the customer.
    
     
12. Sales of goods will be made ex the Company's works, offices or stores and if delivery is made elsewhere or the goods are dispatched by post or other means the customer shall reimburse the Company with the expenses of such delivery or dispatch.
    
     
13. Goods shall become the property of the customer upon payment therefore in full in accordance with these conditions. The customer shall however be responsible and bear the risk of all loss or damage to the goods from the time that the goods are delivered at or otherwise leave or are dispatched from the Company's works, offices or stores.
    
     
14. The customer shall inspect any goods supplied immediately on receipt and shall within five working days from such inspection give notice in writing to the Company of any allegation of deficiency. If the customer fails to give such notice the goods shall be deemed to be in all respects in accordance with the customer's instructions and the contract.
    
     
15.  
    1. The Company will perform the services required for the customer with all reasonable diligence and skill. If however, any liability to the customer shall arise on the part of the Company, its servants or agents (whether under the express or implied terms of the contract or in negligence or in any other way) for any damage or loss sustained or incurred by the customer, such liability shall in all cases whatsoever be limited to the payment by the Company on his own behalf and on behalf of its servants or agents by way of damages of an amount not exceeding the amount of fees charged and received by the Company for performing the services requested.
    2. Notwithstanding anything else contained in these conditions, the Company shall not be liable to the customer for loss of profits, loss of contracts or other loss or damage arising indirectly or consequentially from negligence or breach of contract by the Company in the performance of its services.
    3. Where instructions or advice are received or given orally by the Company, the Company shall have no liability to the customer for any misunderstanding or misinterpretation which may arise in relation thereto whether on the part of the Company or the customer.
    4. The customer shall be responsible for and shall indemnify the Company against:
       1. all liabilities relating to any loss or damage suffered by any third party arising as a result of work undertaken or goods supplied by the Company to or at the request of the customer; and
       2. all liabilities relating to any loss or damage in respect of which paragraphs (a), (b) and (c) above state that the Company has no liability.
    5. The Company shall have no liability for any claim made by the customer arising out of the provision of any goods or services by the Company unless written particulars thereof (giving full details of the specific matter in respect of which such claim is made) is received by the Company within the period of 12 months after the date of the Company's invoice for such goods or services.

    
     

16. In these conditions the expression "goods" shall be deemed to include (without limitation) publications and documents of all descriptions.
    
     

Mail Forwarding Terms & Conditions

Rentals are paid annually in advance. Rental is for one year, renewable automatically by payment of the next year's rent. Credit or refunds are not normally given for partial year rentals. Cancellation of this agreement in writing, with 30 days notice, is given to assist with the re-direction of mail. Special arrangements have been made with the respective Post Offices in jurisdictions where we offer mail forwarding for customers who receive parcels, registered mail and insured items. In general such items will be sent to you by air-mail. Special arrangements on an individual basis will have to be made if items sent by courier are expected, but neither OffshoreSimple Inc nor its Mail Box Centres can guarantee the receipt or forwarding of couriered items. Box rentals are normally assumed to be for one person or business. A box rented in a business name may have one personal name attached to it. Additional names will be charged separatelly per name per year. Arrangements for Mail Forwarding including the forwarding address and delivery frequency will be made individually with the customer concerned. As neither OffshoreSimple Inc nor its Mail Box Centres make any requirement for the disclosure of the contents of your box, any items sent through your box must be your sole responsibility and cannot be covered by our insurance policies. OffshoreSimple Inc and its Mail Box Centres will endeavour at all times to provide you with a quick, reliable and confidential service.

Assumed Certified Statement

By agreeing to and ordering the Mail Forwarding Service provided by OffshoreSimple Inc and its Mail Box Centres, the Client certifies that he hereby agrees with the conditions above. The Client further certifies that he will not knowingly use any postal or other services provided to him by OffshoreSimple Inc in any manner that contravenes the Laws of any jurisdiction involved or the rules and regulations as mandated by the Postal Authorities of any such jurisdiction. The Client realizes that the improper use of mail forwarding will result in the immediate denial of services by OffshoreSimple Inc.

The Client HEREBY ABSOLVES OffshoreSimple Inc AND ITS MAIL BOX CENTRES from any responsibility for lost or damaged post addressed to him at their facilities since several Postal Authorities may be involved in its transmission and for any responsibility for forwarding any mail on to him which may arrive after the effective date of cancellation of this agreement.