Terms of Service Agreement for Incorporation & Banking Support

Updated time: Jun 23, 2015 , 10:40 (UTC+08:00)

This Incorporation & Banking Support Services Agreement (this "Agreement") is entered into by and between Offshore Company Corporation and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Offshore Company Corporation’s Incorporation & Banking Support Services (the "Services").

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with (i) Offshore Company Corporation Universal Terms of Service Agreement, and (ii) any plan limits, product disclaimers or other restrictions presented to you on the Incorporation & Banking Support Services landing page of the Offshore Company Corporation website (this "Site"), both (i) and (ii) of which are incorporated herein by reference.

1. Purpose and Scope of Application

These Terms of Business are intended to govern the business relations between Offshore Company Corporation and its clients. On the basis of these Terms of Business, Offshore Company Corporation shall provide the Client with various services such as the foundation of Offshore Company Formation ("Incorporation") and some additional related services ("Additional Services") as well as the assistance in relation with the opening of bank accounts opening support services ("Bank Account Support").

These Terms of Business shall form an integral part of any agreement concluded between the Client and Offshore Company Corporation on the execution of the Offshore Company Corporation order form either by way of online order or paper form ("Agreement"). By entering into an Agreement with Offshore Company Corporation, the Client accepts these Terms of Business. A price list and a list of services are available on the website of Offshore Company Corporation (www.offshorecompanycorp.com).

Any Terms of Business which deviate from, contradict or supplement these Terms of Business shall not become a part of any Agreement, unless otherwise specifically agreed in writing between the Client and Offshore Company Corporation.

2. Content and Scope of the Services

2.1 Offshore Company Formation and Additional Services

Offshore Company Corporation can perform the service of incorporating a Company for the Client, in the jurisdictions specified in the list available on the website of Offshore Company Corporation (www.offshorecompanycorp.com). Offshore Company Corporation can also organize the supply, either by Offshore Company Corporation’s affiliated companies or third parties, of Additional Services such as the supply of nominee directors, nominee shareholders, Internet merchant account, company logo, company seal, company rubber stamp, power of attorney, notarization and  Apostille on documents. Affiliated company means, in relation to Offshore Company Corporation, a subsidiary or a holding company of Offshore Company Corporation or any other subsidiary of that holding company.

All Additional Services will be provided on the basis of a specific agreement between the Client and the relevant provider of the Additional Services, except for seals, stamps and logos, notarization and Apostille.

2.2 Bank Account Opening Support Services

Offshore Company Corporation can perform the service of assistance in relation with the opening of a bank account for the Client. In this framework, Offshore Company Corporation may propose to the Client a list of banks, but it is the Client who is responsible for the choice of the bank. The Client may choose a bank either among the list of banks provided by Offshore Company Corporatio or a third party bank ("Bank"). The successful setting-up of complementary services such as credit cards, cheque books or Internet banking access is not guaranteed and is offered "as is".

3. Right To Refuse Services

Offshore Company Corporation reserves the right to refuse any and/or all its services to any Client without giving any reason or explanation thereto, and cannot, under any circumstances, be held responsible for such refusal.

3.1 Offshore Company Formation Services

We are not responsible for liability to occur the conversion and have the right to convert OffshoreCompanyCorp Director/Shareholder after three months from the due day of your company payment.

3.2 Bank Account Opening Support Services

If you do not provide the information to request by the bank to open account within 15 days, We will remind you at least two times through your email address in your Order and we could both refuse to serve and have the right to reject refund.

4. Legal Advice

While Offshore Company Corporation endeavors to provide true and correct information on all its services, it is not providing legal advice. The Client is responsible for ensuring that he/she has taken all necessary tax and legal advice with regard to the establishment and operation of the Company and for ensuring that the activities will not breach the law of any relevant jurisdiction.

5. Anti-Money Laundering and Due Diligence

The Client shall provide Offshore Company Corporation with such information as Offshore Company Corporation considers necessary in order to ensure that the Company complies with applicable legislation on anti-money laundering and due diligence. The client is responsible for ensuring that the information provided to Offshore Company Corporation is correct. The client also represents to Offshore Company Corporation that assets or funds introduced to a Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity. In order to enable Offshore Company Corporation to meet its legal obligation, the Client shall keep Offshore Company Corporation fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the company.

6. Obligations of The Client

The Client is obliged to provide the following at the time of the signature of Standard Virtual Office, Virtual Office Premium, and Virtual Office Full:

  • A copy of the proof of identity of the Client;
  • A copy of the signed status of the Client's company (by-laws and Articles of Associations);
  • A copy of the Register of Directors of the Client's company;
  • A copy of the Certificate of Incorporation of the Client's company;
  • A postal proxy;

And in any event, to immediately inform Offshore Company Corporation of any changes relating to the documents mentioned above, its legal form and its corporate purpose, as well as any changes pertaining to the name and personal address of the persons who have the power to bind the company.

6.1 Deposit for Incorporation/Formation company

Under Law in Singapore, it is the duty of Directors to wind up an insolvent company. An insolvent company is a company that cannot pay its debts as they fall due. A creditor may go to court and apply for a judgement to be registered against the company in relation to the debt. If they are still unsuccessful in receiving payment, another option is that a creditor may apply to the Court to have a company wound up if that company is insolvent. We request deposit when you have strike off company properly or wind-up properly. For Singapore Pte. Ltd, it will be 500 USD.

7. Fees

7.1 General

The Client agrees to pay the fees charged by Offshore Company Corporation. Offshore Company Corporation schedule of fees can be found in the price list available on the website of Offshore Company Corporation (www.offshorecompanycorp.com). In addition to the fees mentioned on the website, the Client agrees to pay any out-of-the-pocket expenses in particular, but not limited to, those incurred in convening or attending meetings of the directors, shareholders or secretaries, calling or attending any extraordinary general meetings of the company, preparing any forwarding any notice or statement and all other like expenses.

Offshore Company Corporation starts an execution phase only after the receipt of the full payment of the fees. All fees and charges are payable in the currency nominated by Offshore Company Corporation, which is usually US Dollar. The Client is not authorized to withhold fees and interests due to any service, guarantee or liability-related claims. In the same manner, any right of off-set on the part of the Client is hereby excluded.

7.2 Offshore Company Formation

The Client shall owe Offshore Company Corporation a one-time set-up fee for enabling the foundation of a Company in addition to the annual fees. The set-up fee varies according to the jurisdiction and includes a company head office (address), a registered agent and all the documents required for the company to be fully operational from the first day of registration, i.e.: the Certificate of Incorporation issued by the local Registrar; the Memorandum and Articles of Association; the resolution relating to the nomination of director and the distribution of shares; and the share certificate(s). The annual fee is a one-time charge per year paid upon registration or renewal of registration. It includes the on-going verification that the company complies with local laws as well as the renewal of the head office, of the registered agent and of the governmental charges from the jurisdiction in question.

7.3 The annual fee is non-refundable.

The Client shall owe Offshore Company Corporation all other fees such as government fees, duties, taxes and other third party disbursements together with nominee directors or shareholders fees and transfer fees, including disbursements and any out-of-pocket expenses. The Client acknowledges the right of Offshore Company Corporation to review annual fees. Any amendment in the fee structure will be notified to the Client at least one month prior to the commencement of the services for the period to which the fees relate.

7.4 Bank Account Opening support services

The Client shall owe Offshore Company Corporation a one-time fee for its service regarding the opening of a bank account. This set-up fee can be changed at any time without prior notice. The set-up fee is quoted in US Dollar (USD). The client will pay the set-up fee before Offshore Company Corporation begins the performance of the service

The Client is expressly informed that Offshore Company Corporation may receive from the Bank finder's fees or retrocession of the banking fees requested from the Bank in connection with activity of the account (such as inter alia fiduciary deposit commissions, net brokerage fees, securities administrations fees, in-house discretionary management mandate fees). The amount of such retrocession will have no effect on the banking fees. By accepting the present Terms of Business, the Client expressly renounces to claim the payment of such retrocession. The Client is free to request from Offshore Company Corporation any available information on the nature, amounts or whatsoever related to the retrocession.

8. Communication and Instructions

The Client and Offshore Company Corporation may send to each other instructions, notices, documents or any other communication either by mail, email or by fax, PROVIDED ALWAYS, that Offshore Company Corporation may send fee notes by email message attachment. The Client and Offshore Company Corporation shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed, if to Offshore Company Corporation, at its registered office or at such other address as Offshore Company Corporation may, by notice in writing, notify to the Client from time to time and, if to the Client, at his/her address or at such other address as the Client may, by notice in writing, notify to Offshore Company Corporation from time to time, including holding mail instructions that shall be agreed upon in writing. So that Offshore Company Corporation may at all times be able to contact the Client should the need arise, the Client agrees to inform Offshore Company Corporation immediately upon changing his/her address and email address or telephone/fax number.

9. Legal Incapacity

Offshore Company Corporation cannot be held responsible if the Additional Services cannot be set up. Offshore Company Corporation’s liability regarding Additional Services is strictly limited to a duty of care in selection, instruction and supervision of its affiliated companies or any other third parties.

Damage or loss resulting from the use of postal services, telegraph, telex, fax, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by the Client, unless Offshore Company Corporation has acted with gross negligence. This paragraph applies also to the Standard Virtual Office, Virtual Office Premium, and Virtual Office Full services.

In the specific case of a bank account opening support, Offshore Company Corporation is a third party to the relationship between the Bank and the Client. Therefore, under no circumstance can Offshore Company Corporation be held responsible of the relationship between the Bank and the Client. Offshore Company Corporation has no authority to act and does not purport to act as an employee, representative or officer of any Bank and/or to sign on behalf or otherwise incur any liability of any sort on behalf of any Bank.

10. Duration, Termination, Suspension of Services and Refund

10.1 Offshore Company Formation

Any Agreement for the operation of a company is for one complete year. In the event that the Client terminates the Agreement or requests Offshore Company Corporation to transfer the management of the Company to another agent or corporate service provider or to liquidate the Company, Offshore Company Corporation will not transfer or liquidate the Company until all outstanding disbursement, expenses and/or fees (including but not limited to, government fees, duties, taxes and other third party disbursements together with nominee directors or shareholders fees and a transfer fee ...) have been paid in full.

Offshore Company Corporation may refuse to forward to the Client the corporate documents relating to the Company as long as the mentioned mandate agreement is not signed.

Refund: The Client will receive a full refund of the set-up fee minus courier charges if the following three conditions are met: (i) Offshore Company Corporation  is not able to incorporate the Company for the Client AND (ii) Offshore Company Corporation  has received all the necessary documents duly completed by the Client, including a copy of the Client's valid identity document which has been authenticated according to the exact instructions of the Agreement conduct with regard to the exercise of due diligence and any document which Offshore Company Corporation has requested from the Client, such as but not limited to utility bills not older than three months, his/her curriculum vitae, a bank reference letter (full documents required for incorporation as bellow) AND (iii) the request for the refund after the payment of the incorporation fee by

10.2 Bank Account Opening support services

The service ends with the opening of the account by the Bank and all relations thereafter are between the Client and the Bank.

Refund

Any Client can decide to cancel his/her application in the three (3) calendar days following his/her application for the opening of a bank account. The Client will receive a full refund of the Services fee minus courier charges if the following three conditions are met: (i) the Bank with the assistance of Offshore Company Corporation is not able to arrange appointment for the Client and Bank AND (ii) Offshore Company Corporation or the Bank has received all the necessary documents duly completed by the Client, including a copy of the Client's valid identity document which has been authenticated according to the exact instructions of the Agreement conduct with regard to the exercise of due diligence and any document which Offshore Company Corporation has requested from the Client, such as but not limited to credit card statement, utility bills, work contract, Certificate of Incorporation or other evidence of the economic origin of the funds AND (iii) the request for the refund after the payment of the services by the Client.

NO REFUNDS WILL BE OFFERED, FOR ANY REASON, IF THE CLIENT DECIDES TO CANCEL HIS/HER/ITS APPLICATION AFTER THREE CALENDAR DAYS

11. Assignment

To execute the services, Offshore Company Corporation reserves the right to engage subcontractors who are within its authority. Rights and obligations of the Client resulting from any agreement can only be transferred to third parties with the written consent of Offshore Company Corporation.

12. Contact Us

If you have any questions, please contact us by email or regular mail at the following address: