Terms and Conditions
"Terms of business" means these Terms of Business or such other new Terms of Business as may from time to time be published on Offshore Exclusive Worldwide's websites. "Offshore Exclusive" means Offshore Exclusive of 61 Richmond Terrace, Liverpool, EL6 5HX, England, UK "Client" means the person, beneficial owner(s) of the Company - which expression shall in the case of an individual include their heirs, personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns of the other part - who has requested Offshore Exclusive 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 nominated by Offshore Exclusive who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT Agent, trustee, protector, bank signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Company and the employees thereof and any company under their direct or indirect control and any director or employee thereof (which expression shall include any of them) for which the Client has asked Offshore Exclusive to provide services. "Services" means any company formation, management, documentary, trust or trustee services, partnership, administration service, other activities required to maintain the Company in good standing including where appropriate on the statutory registers of the country of establishment/incorporation of the Company, or any other provision of a structure/service established and/or administered, and /or provided by Offshore Exclusive to the Client or his Company or the Owners Appointees or a trust for or on behalf of the Client. "Client's Obligation" The Client must give Offshore Exclusive 30 days' advance written notice of their intention to discontinue the Services. The Client must obtain from Offshore Exclusive its written consent before seeking to change the beneficial ownership of the Company or seeking to appoint new Owners Appointees and such applications must be accompanied by details of such proposed changes or appointments which shall without prejudice to the generality of the foregoing include an appropriately certified copy of the passport and proof of residential address of such persons and Offshore Exclusive reserves rights to request further information concerning such proposed changes and to decline to accept such applications. The Client shall and shall procure that the Owners Appointees shall undertake forthwith to inform Offshore Exclusive of the nature of the activities of the Company and of any matters which might affect the Company and/or Offshore Exclusive's willingness or ability to provide, or continue to provide, the Services, and seek Offshore Exclusive's consent in writing before making any material changes in those activities.
Fees and Services
Offshore Exclusive will not provide Services unless Offshore Exclusive has received in full and in advance all fees and disbursements due to it in relation to the Company or the provision of the Services. At all times the Client agrees to pay all fees charged by Offshore Exclusive which fees include disbursements and expenses incurred by Offshore Exclusive in connection with the Company and in providing the Services, although effort is made to maintain the same fee level for as long as possible, Offshore Exclusive reserves the right to increase the level of fees payable. Any such increase will be notified to the Client in advance. In the event that the Client fails to settle invoices properly rendered to him by Offshore Exclusive within the period for payment notified on that invoice then the Client authorizes Offshore Exclusive to deduct the fees from any account, monies or property under the control of Offshore Exclusive and belonging to the Client or the Company. In the event that the client requests Offshore Exclusive to transfer the management of the Company to another agent or Corporate Service Provider, Offshore Exclusive will not transfer the Company until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with Offshore Exclusive's professional and transfer fees) have been paid in full. If the Client no longer requires the Services provided by Offshore Exclusive then within 30 days of receipt of the invoice for the forthcoming year's Services the Client shall advise Offshore Exclusive accordingly. If the Client does not so inform Offshore Exclusive 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 Offshore Exclusive 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 Offshore Exclusive 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. 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.
Directors/Administrators
Where Offshore Exclusive is providing Directors/Administrators and/or Company Secretary ("Officers") to or for the company then: 1. 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. 2. Offshore Exclusive will procure the resignation of the Officers they provide upon written request from the Client. 3. 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. 4. The Client must, at all times, keep the Company in funds sufficient to discharge its liabilities as and when they become due and at the request of Offshore Exclusive or the Offshore Exclusive Officers shall pay to the Company such sums as may be required to enable the Company to discharge in full such liabilities. 5. The Client will inform Offshore Exclusive of any matters that might affect the Company or any matter that is material to the management or affairs of the Company, and at the request of Offshore Exclusive or the Offshore Exclusive Officers, immediately provide all information so requested by Offshore Exclusive to assist Offshore Exclusive to prepare financial statements for the Company, and/or disclose to Offshore Exclusive or the Offshore Exclusive Officers of any and all information concerning any corporate asset, transaction or business of the Company. 6. The Client will apply to Offshore Exclusive in writing for consent before seeking to alienate, assign, sell, pledge or otherwise dispose of or encumber the Owners or the Owners Appointees interests in the Company or any part thereof. Offshore Exclusive reserves rights to request further information concerning such proposed changes and to decline to accept such applications. 7. Where the Client/Owners Appointees are grantees of a power of attorney from the Company, act with the utmost good faith to the Company, maintain accurate records, disclose in writing any relevant facts relating to potential conflicts of interest with the Company to the Company and the Offshore Exclusive Officers and inform the Company and the Offshore Exclusive Officers in writing each time a power is exercised and the details of such acts and must acknowledge that if the Company is fraudulently induced to execute a power of attorney or any grantees act illegally or in bad faith any transactions benefiting those grantees can be set aside and those grantees will be held liable on a full indemnity basis to the grantor. 8. When Offshore Exclusive provides Offshore Exclusive Administrators/Officers, Offshore Exclusive and the Offshore Exclusive Officers shall be entitled to take any steps which they may in their absolute discretion think fit to protect the interests and/or assets of the Company and to take such professional advice in the interests of and at the expense of the Company as Offshore Exclusive or the Offshore Exclusive Officers may consider necessary.
Registered Office
Where Offshore Exclusive is providing registered office facilities to or for a company then: 1. No reference shall be made to that registered offices address in any advertisement or public announcement without the specific consent of Offshore Exclusive thereto. 2. The facility is available on the basis of license revocable at will by Offshore Exclusive and the Client will upon request from Offshore Exclusive immediately transfer the registered office address to another address selected by the Client. 3. From time to time, it may be necessary for Offshore Exclusive to move its offices to another location and such a move may well make it necessary for the registered office address(es) of the Company to be changed. Offshore Exclusive 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.
Other Provisions
Instructions And Requests So that Offshore Exclusive may at all times be able to contact the Client should the need arise, the Client hereby agrees to inform Offshore Exclusive immediately upon changing his usual business address or residential address or telephone or fax number. All instructions or requests for action shall be transmitted to Offshore Exclusive by the Client in writing by e-mail, letter or facsimile. Offshore Exclusive may, at its discretion, agree to action any request or instruction given otherwise than in writing only on the express understanding that Offshore Exclusive shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good faith. The Client acknowledges that Offshore Exclusive is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided and the jurisdiction of incorporation of the Company and agree that any action undertaken by Offshore Exclusive or the Offshore Exclusive Officers to comply with those laws or regulations shall not constitute a breach of Offshore Exclusive's obligations hereunder. Offshore Exclusive and the Offshore Exclusive Officers shall not in any event be required to take any action which they consider unlawful or improper or which may cause Offshore Exclusive or any of the Offshore Exclusive Officers to incur any personal liability and the Client, Owners Appointees and the Company agree that Offshore Exclusive shall not be liable to them for refusing to take any such action. Where permitted under these Terms of Business or if instructions are requested by Offshore Exclusive or the Offshore Exclusive Officers and no instructions have been received by Offshore Exclusive within 30 days, or where the urgency of the matter requires action within such lesser period as may be stated in the request, Offshore Exclusive or the Offshore Exclusive Officers may immediately and with no liability to the Client, the Owners Appointees or the Company take no further action on a particular matter; or take no further action at all in relation to the Company and/or the Client and/or the Owners Appointees; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers. The Client irrevocably agrees and consents that, if the Company is a company and the Offshore Exclusive Officers are directors or managers of that company, or the Company is a Partnership and the Offshore Exclusive Officers are members or managers of that partnership, or the Company is a trust and the Offshore Exclusive Officers are trustees or protectors of that trust, Offshore Exclusive or the Offshore Exclusive Officers may, without further notice to the Client take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Company struck off, dissolved or liquidated; or effecting a resignation of all or any of the Offshore Exclusive Officers; or transferring all or any of the shares, capital or interest of the Company into the name of the Client; or appointing the Client as a director, officer, trustee or protector of the Company; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers. 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 Offshore Exclusive 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 Offshore Exclusive to provide proof of postage. Offshore Exclusive 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 Offshore Exclusive 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. Confidentiality and Privacy Offshore Exclusive and the Offshore Exclusive Officers agree that where the Client, the Owners Appointees or the Company deliver to them confidential information they shall use all reasonable endeavours to keep it confidential. Offshore Exclusive and the Offshore Exclusive Officers collect personal information and personal data when the Client, Owners Appointees and the Company communicate with them and use this personal data and information to facilitate supplying the Services and from time to time to provide information, reference notes, guidelines, advice and for marketing such products and other services and providing such other information as Offshore Exclusive may from time to time make available to them. Offshore Exclusive protects personal information and personal data from unauthorised access, use or disclosure. Except where permitted in these Terms of Business the personal information and personal data collected is used only for these purposes and it is never sold, lent, leased or otherwise distributed outside Offshore Exclusive. The Client and the Owners Appointees ACCEPT that this may mean that personal information and personal data may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data. Offshore Exclusive and the Offshore Exclusive Officers reserve the right to treat the obligations of confidentiality and privacy in above-mentioned Clauses as not applicable and may divulge confidential information, personal information and personal data when they are obliged by law, or when required by third parties in order for Offshore Exclusive or the Offshore Exclusive Offices to provide the Services or when Offshore Exclusive has been unable to obtain the Client or Managing Agents instructions and it appears to Offshore Exclusive to be in the best interests of the Client and/or the Owners Appointees and/or the Company to provide such confidential information, personal information or personal data. Without prejudice to the said duty of confidentiality, Offshore Exclusive and the Offshore Exclusive Officers reserve the right to act for other clients (including competitors of the Company, the Owners or the Owners Appointees). Any report, letter, information or advice Offshore Exclusive or the Offshore Exclusive Officers give to the Client, Owners Appointees or the Company is given in confidence solely for the purposes of providing the Services and is provided on condition that they undertake not to disclose the same or any other confidential information made available by Offshore Exclusive or the Offshore Exclusive Officers without Offshore Exclusive's prior written consent. Notwithstanding any provision hereof, Offshore Exclusive and the Offshore Exclusive Officers shall be entitled and are irrevocably authorised to open, read and copy all and any correspondence, letter, fax or other communication received by the Company and/or it on behalf of the Company, the Client or the Owners Appointees. Cessation of Services Offshore Exclusive and the Offshore Exclusive Officers shall be entitled without notice to cease to provide the Services, if: i) The Client or the Owners Appointees fail to observe these Terms of Business; ii) It comes to the attention of Offshore Exclusive or the Offshore Exclusive Officers that the Company is being used for activities which were not included in the application form provided by the Client to Offshore Exclusive or as subsequently advised and accepted in writing by Offshore Exclusive; iii) In the event of the death of the Client, the Owners Appointees, including in the case of joint persons acting as the Owners, or any one such person, the Client fails to make provision for the disposition of the affairs and the Ownership of the Company and/or does not provide Offshore Exclusive, within a reasonable time, with the name of an appropriate substitute; iv) When Offshore Exclusive provides Offshore Exclusive Officers, any of the Offshore Exclusive Officers resigns or in the event that any legal proceedings are commenced against the Company (including any injunction or investigation proceedings). v) In any of the circumstances described in Clauses above, Offshore Exclusive reserves the right to take action and reserves the right to treat these Terms of Business as automatically terminated without obligation on the part of Offshore Exclusive. vi) Offshore Exclusive may cease to provide Services at its discretion without prior notice. vii) The Client, the Company, and the Owners Appointees acknowledge that Offshore Exclusive and the Offshore Exclusive Officers may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to Offshore Exclusive's and the Offshore Exclusive Officers rights, it is agreed that Offshore Exclusive and the Offshore Exclusive Officers shall be entitled (but not obliged) to continue to provide Services so as to discharge such duties and Offshore Exclusive shall be entitled to charge at its applicable rate for the provision thereof. Interpretation In its web site, and other materials Offshore Exclusive 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. In offering and providing the Company and/or the Services, Offshore Exclusive and the Offshore Exclusive Officers do not, nor is it to be interpreted as though they do in any way sanction, advocate or condone directly or indirectly the commission of any unlawful act or omission by any person or company in any jurisdiction or the use of the Company or Services for any illegal or fraudulent purpose. Miscellaneous These Terms of Business supersede all prior Terms of Business and agreements whether oral or written with respect to such subject matter. No exercise or failure to exercise or delay in exercising any right power or remedy vested in any party under or pursuant to these Terms of Business shall constitute a waiver by that party of that or any other right power or remedy. Upon request, the Client agrees to provide Offshore Exclusive with whatever information Offshore Exclusive may reasonably require about the background of the Client and/or the dealings and the business of the Company. Law These Terms of Business shall be governed by and construed in accordance with the laws of the United Kingdom, however any dispute or difference arising between the Client and Offshore Exclusive from or out of the provision of the Services by Offshore Exclusive 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 sites of the particular office providing those Services or, if Offshore Exclusive shall deem it more convenient or appropriate, in the United Kingdom. The Arbitrator shall be appointed by agreement between the parties. For the avoidance of doubt the Client and Offshore Exclusive agree that the decision of such arbitration shall be binding on all parties to that arbitration.
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