Terms & Conditions

DEFINITIONS

1.1 “W.I.S.” MEANS W.I.S. (CYPRUS) LIMITED, A CYPRUS COMPANY AND ANY OF ITS SUBSIDIARIES, AGENTS OR ASSOCIATED COMPANIES THROUGHOUT THE WORLD AND ALL OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LAWYERS, CONSULTANTS AND SUCCESSORS IN TITLE.

1.2 “CLIENT” MEANS THE COMPANY, FIRM OR PERSON(S) WHO HAS REQUESTED W.I.S. TO PROVIDE SERVICES OR ANY OTHER PERSON OR LEGAL ENTITY, WHO HAS AGREED TO PAY FOR SERVICES AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES AND ASSIGNS AND SHALL IN CASE OF MORE THAN ONE PERSON MEAN SUCH PERSONS JOINTLY AND SEVERALLY.

1.3 “COMPANY” MEANS ANY COMPANY OR CORPORATE BODY OF WHATEVER TYPE ESTABLISHED ON BEHALF OF CLIENT.

1.4 “SERVICES” MEANS THE SERVICES REQUESTED BY CLIENT AS CONTAINED IN DIRECTORY OF SERVICES OF W.I.S. SPECIFIED IN ADVERTISING MATERIAL OF W.I.S. AND ON ITS WEB SITE AND ANY OTHER SERVICE ORDERED/REQUESTED/ACCEPTED BY THE CLIENT.

1.5 “AGREEMENT” MEANS TERMS AND CONDITIONS OF BUSINESS, WHICH EFFECTIVELY CONSTITUTE A SERVICES CONTRACT BETWEEN THE CLIENT AND W.I.S.

SUBJECT OF THE AGREEMENT AND TERMS OF PAYMENT

2.1 “W.I.S.” AGREES TO PROVIDE TO THE CLIENT PROFESSIONAL SERVICES ACCORDING TO THE DIRECTORY OF W.I.S. AND/OR ACCORDING TO SPECIFIC REQUEST OF CLIENT AND THE CLIENT AGREES TO PAY THESE SERVICES ACCORDING TO INVOICES OF W.I.S.. THE CLIENT AGREES TO PAY THE FEES CHARGED BY W.I.S. FOR ITS SERVICES, WHICH SHALL INCLUDE ANNUALLY RECURRING FEES.

2.2 ALL FEES CHARGED BY W.I.S. TO THE CLIENT SHALL BE IN AMOUNTS INDICATED IN THE TARIFF OR AS SPECIFICALLY SENT TO THE CLIENT BY W.I.S. IN THE FORM OF PROFORMA INVOICE OR PRICELIST. THE FEES ARE SUBJECT TO CHANGE WITHOUT ANY PRIOR NOTICE.

2.3 NO REFUNDS ARE GIVEN AFTER AN ORDER FOR ANY OF W.I.S. SERVICES IS PLACED BY THE CLIENT. THE FEES ARE NOT REFUNDABLE IN THE EVENT THAT ANY ORDER IS REJECTED, NOT SUBMITTED OR WITHDRAWN BY THE APPLICANT.

2.4 THE CLIENT WILL GIVE W.I.S. 30 DAYS NOTICE IN WRITING OF ANY CANCELATION OF SERVICES.

2.5 UNLESS OTHERWISE AGREED BETWEEN W.I.S. AND THE CLIENT, W.I.S. WILL ISSUE AN INVOICE TO THE CLIENT IN WHICH 100% OF THE FEE WILL BE PAYABLE IN ADVANCE OF ANY REQUESTED SERVICE. IN CASE OF FAILURE IN PAYING THE INVOICE WITHIN 5 WORKING DAYS THEN W.I.S. WILL NOT TAKE ANY RESPONSIBILITY AND WILL NOT BE LIABLE FOR THE POSSIBLE CHANGES OR INCREASE IN THE PRICES, PRICES ARE SUBJECT TO CHANGE WITHOUT ANY PRIOR NOTICE AND THEREFORE INVOICES, ISSUED BY W.I.S., ARE SUBJECT TO CHANGE IF NOT PAID ON TIME. CLIENT WILL BE LIABLE TO PAY THE TOTAL AMOUNT WHICH APPLIES ON THE DATE OF PAYMENT.

2.6 IN THE EVENT OF NON-PAYMENT WITHIN 30 DAYS FROM THE DATE OF ISSUANCE OF THE INVOICE, W.I.S. RESERVES THE RIGHT TO WITHDRAW ALL SERVICES AND SHALL NOT BE RESPONSIBLE FOR ANY COST, FEES, DUTIES OR TAXES OWED BY THE CLIENT/COMPANY TO ANY AGENT OR GOVERNMENT AUTHORITY IN ANY JURISDICTION, ANY FINES OR FEES INCURRED BY THE CLIENT AS A RESULT OF SUCH WITHDRAWAL, NOR FOR ANY CONSEQUENTIAL LOSS OR CLAIM AGAINST THE CLIENT/COMPANY BY ANY OTHER PARTY ARISING DUE TO NON-PAYMENT. ALTERNATIVELY, W.I.S. MAY DEDUCT SUCH OUTSTANDING FEES FROM ANY ACCOUNT OR MONIES UNDER THE CONTROL OF W.I.S AND BELONGING TO THE CLIENT OR THE COMPANY.

2.7. W.I.S. DOES NOT TAKE RESPONSIBILITY TO PAY ANY GOVERNMENT FEES, FILING FEES, DUTIES, TAXES OR REGISTERED AGENT’S FEES ON BEHALF OF CLIENT/COMPANY, UNLESS W.I.S. HAS RECEIVED CLEARED FUNDS INTO ITS BANK ACCOUNT IN SETTLEMENT OF ANY RELEVANT INVOICE THEREOF.

2.8 ANY OTHER SERVICES PROVIDED ON A TIME SPENT BASIS SHALL BE QUOTED TO THE CLIENT IN ADVANCE, HOWEVER, WHERE UNEXPECTED COSTS INCUR, THE CLIENT WILL ACCEPT ANY AMENDMENTS TO THE INITIAL QUOTE.

2.9 WHERE THE CLIENT REFUSES TO PROVIDE ANY INFORMATION AND/OR DOCUMENTS, REQUESTED BY W.I.S., OR IN ANY OTHER CASE REFUSES TO PROCEED WITH ANY RELEVANT SERVICES, ORDERED BY W.I.S., THEN NO FEE IS REFUNDABLE FOR ANY REASON.

PROVISION OF CORPORATE AND BANKING SERVICES

WHERE W.I.S. IS PROVIDING DIRECTORS AND/OR COMPANY SECRETARY AND/OR NOMINEE SHAREHOLDERS SERVICES FOR ANY CLIENT/COMPANY, THEN:

3.1 THE CLIENT AGREES TO PROVIDE W.I.S. WITH WHATEVER INFORMATION W.I.S. MAY REQUIRE ABOUT THE BACKGROUND OF THE CLIENT AND/OR THE DEALINGS, ACTIVITIES AND THE BUSINESS OF THE COMPANY.

3.2 THE CLIENT CONFIRMS AND GUARANTEES THAT NO INSTRUCTIONS GIVEN TO W.I.S WILL REQUIRE OR INVOLVE ANY UNLAWFUL ACT OR CONTAIN ANY FALSEHOOD AND THAT ALL THE INFORMATION GIVEN TO W.I.S. ABOUT THE CLIENT AND THE COMPANY, IS AND WILL BE ACCURATE AND THAT THE CLIENT WILL KEEP W.I.S. ADEQUATELY INFORMED OF ANY CHANGES.

3.3 THE OFFICERS/EMPLOYEES OF W.I.S. WILL AT ALL TIMES BE WILLING TO CONSIDER AND ENTERTAIN WRITTEN REQUEST AND SUGGESTIONS FROM THE CLIENT/COMPANY. HOWEVER, W.I.S. MAY IN ITS ABSOLUTE DISCRETION REFUSE TO COMPLY WITH ANY INSTRUCTIONS RECEIVED FROM THE CLIENT OR ANY AUTHORIZED REPRESENTATIVE, WHETHER EXPRESSED OR IMPLIED, IF IN ITS OPINION SUCH INSTRUCTIONS OR THE IMPLEMENTATION THEREOF WOULD BE DISHONEST, INCORRECT OR CONTRAVENE ANY APPLICABLE LAW OR REGULATION.

3.4 W.I.S. SHALL NOT BE RESPONSIBLE FOR THE AUTHENTICITY OF ANY SIGNATURE, INSTRUCTION, OR NOTICE BY THE CLIENT OR ANY AUTHORIZED REPRESENTATIVE OR BE IN ANY WAY LIABLE FOR GIVEN EFFECT TO ANY FORGED SIGNATURE, INSTRUCTION, OR NOTICE PURPORTEDLY GIVEN BY THE CLIENT OR ANY AUTHORIZED REPRESENTATIVE. W.I.S. SHALL BE ENTITLED BUT NOT BOUND TO REQUIRE THAT ANY NOTICE, INSTRUCTION, OR SIGNATURE BE AUTHENTICATED TO ITS SATISFACTION.

3.5 THE CLIENT/COMPANY WILL AT ALL TIMES INDEMNIFY AND KEEP INDEMNIFIED W.I.S., ITS OFFICERS, EMPLOYEES AND WHERE THE CASE EXISTS, ITS NOMINEE SHAREHOLDERS IN ANY COMPANY, IN RESPECT OF ALL ACTIONS, CLAIMS, DEMANDS, DAMAGES, LOSSES AND COST, MADE AGAINST OR SUFFERED OR INCURRED BY ANY OF THE W.I.S AFOREMENTIONED REPRESENTATIVES IN THE EXERCISE OR PURPORTED EXERCISE OF THEIR DUTIES IN RELATION TO THE COMPANY OR CLIENTS INSTRUCTIONS, EXCEPT IN THE CASE OF ANY PERSONAL DISHONESTY OF THE AFOREMENTIONED OFFICERS AND EMPLOYEES OF W.I.S.

3.6 WHEN CORPORATE SERVICES ARE PROVIDED BY W.I.S., ANY APPOINTMENT OR CHANGE THEREOF OF A NOMINEE DIRECTOR, SECRETARY OR SHAREHOLDER WILL BE AT THE ABSOLUTE DISCRETION OF W.I.S. AND, UNLESS EXPLICITLY AGREED OTHERWISE, MAY BE PROVIDED BY A CORPORATE OR AN INDIVIDUAL DIRECTOR OR SHAREHOLDER.

3.7 IT IS ALWAYS UPON THE EXCLUSIVE DISCRETION OF THE BANK TO APPROVE OR DECLINE THE ACCOUNT OPENING. W.I.S. WILL NOT BE HELD RESPONSIBLE IN CASES WHERE THE BANK DECLINES AN ACCOUNT, EITHER CORPORATE OR PERSONAL ACCOUNT. THE FEES FOR THE BANK ACCOUNT OPENING ARE NOT REFUNDABLE IN CASES OF NON-APPROVAL BY THE BANK.

3.8 EACH BANK RESERVES THE RIGHT TO REQUEST FOR ANY ADDITIONAL INFORMATION, FEES OR CHARGES FOR ITS OWN SERVICES. ANY ADDITIONAL FEE CHARGED BY THE BANK IS SEPARATE AND HAS NOTHING TO DO WITH W.I.S..

REGISTERED OFFICE ADDRESS

4.1 WHERE W.I.S. IS PROVIDING REGISTERED OFFICE ADDRESS FACILITIES TO OR FOR THE COMPANY, THEN THE CLIENT/COMPANY WILL AT NO TIME MAKE ANY REFERENCE TO THE REGISTERED OFFICE ADDRESS EITHER BY ADVERTISEMENT OR PUBLIC ANNOUNCEMENT WITHOUT PRIOR WRITTEN CONSENT OF W.I.S.

4.2 W.I.S. RESERVES THE RIGHT TO WITHDRAW FROM ANY CLIENT/COMPANY THE USE OF ITS REGISTERED OFFICE ADDRESS WITHOUT GIVING ANY REASON, AND THE CLIENT/COMPANY SHALL IMMEDIATELY TRANSFER THE REGISTERED OFFICE ADDRESS TO ALTERNATIVES PREMISES, IRRESPECTIVE OF ANY FEES PAID IN ADVANCE, WHICH SHALL BE FORFEITED BY THE CLIENT/COMPANY.

4.3 WHERE W.I.S. FINDS IT NECESSARY TO RELOCATE ITS OFFICES, W.I.S. SHALL GIVE NOTICE TO ANY CLIENT/COMPANY AFFECTED IN ADVANCE. W.I.S. WILL NOT, HOWEVER, BE LIABLE TO ANY COST INCURRED BY THE CLIENT/COMPANY AS A RESULT THEREOF.

OTHER PROVISIONS

5.1 W.I.S. WILL ACCEPT INSTRUCTIONS FROM ANY CLIENT/COMPANY ONLY IN WRITING. WHERE A FACSIMILE TRANSMISSION OR E-MAIL HAS BEEN SENT, OR REQUEST WAS SUBMITTED VIA INTERNET, NEITHER, W.I.S. NOR THE CLIENT/COMPANY SHALL TAKE FOR GRANTED ITS RECEIPT UNLESS CONFIRMED IN WRITING ONLY. WHERE THE CLIENT COMPRISES MORE THAN ONE INDIVIDUAL (EACH A “CLIENT INDIVIDUAL”), EACH CLIENT INDIVIDUAL HEREBY AGREES THAT EACH OF THE OTHER CLIENT INDIVIDUALS MAY GIVE INSTRUCTIONS TO W.I.S. IN CONNECTION WITH THE PROVISION OF SERVICES AND THAT W.I.S. MAY CONSIDER SUCH INSTRUCTIONS TO BE PROPER CLIENT INSTRUCTIONS UNLESS W.I.S. RECEIVES PRIOR WRITTEN NOTICE TO THE CONTRARY FROM ANY ONE OF THE CLIENT INDIVIDUALS. EACH CLIENT INDIVIDUAL AGREES THAT HIS OR HER LIABILITIES AND OBLIGATIONS UNDER THIS AGREEMENT ARE JOINT AND SEVERAL, REGARDLESS OF WHETHER THE CLIENT INDIVIDUALS ACT JOINTLY OR INDIVIDUALLY WITH RESPECT TO THE COMPANY AND REGARDLESS OF WHETHER THE CLIENT INDIVIDUALS ACT JOINTLY OR INDIVIDUALLY WITH RESPECT TO THE COMPANY AND REGARDLESS OF WHICH OF THEM GAVE ANY INSTRUCTIONS.

5.2 W.I.S. SHALL KEEP CONFIDENTIAL ALL DOCUMENTS, COMMUNICATIONS, AND INFORMATION ATTAINED FROM THE CLIENT/COMPANY, UNLESS PRIOR WRITTEN CONSENT HAS BEEN GIVEN BY THE CLIENT ALLOWING THE CONTRARY. THIS CONFIDENTIALITY WILL NOT BE APPLICABLE WHERE: A.) W.I.S. MAY BE OBLIGATED BY ORDER OF A COMPETENT COURT OR AUTHORITY TO DISCLOSE EVIDENCE AND INFORMATION TO COURTS OR AUTHORITIES IN CONNECTION WITH THE CLIENT’S OR THE COMPANY’S AFFAIRS. WHERE W.I.S. RECEIVES SUCH A DISCLOSURE ORDER, UNLESS PROHIBITED BY LAW OR BY THE TERMS OF SUCH ORDER, W.I.S. SHALL PROMPTLY NOTIFY THE CLIENT OR THE COMPANY OF THE SAME B) IF ANY DEMAND IS MADE OR ACTION TAKEN BY A THIRD PARTY AGAINST THE COMPANY OR ANY OTHER CIRCUMSTANCES ARISE IN WHICH IN THE OPINION OF W.I.S. IT IS NECESSARY TO TAKE ACTION REGARDING THE AFFAIRS OF THE COMPANY IN ORDER TO PROTECT THE BEST INTERESTS OF THE CLIENT, THE COMPANY OR W.I.S., AND IF IN SUCH CIRCUMSTANCES W.I.S. IS UNABLE TO OBTAIN CLEAR, ADEQUATE AND LAWFUL INSTRUCTIONS FROM THE CLIENT, THEN W.I.S. SHALL BE ENTITLED TO PROCEED IN ANY REASONABLE WAY IT DEEMS APPROPRIATE FOR THE GIVEN SITUATION.

5.3 W.I.S. DOES NOT GIVE LEGAL ADVICE AND CAN ONLY REFER SERVICES ACCORDING TO ITS PRESENT BEST KNOWLEDGE AND PRACTICE REGARDS TO ANY SERVICES IT OFFERS. AS IT IS THE CLIENTS RESPONSIBILITY TO SEEK EXPERT LEGAL ADVICE, W.I.S. WILL NOT ACCEPT ANY LIABILITY TO ANY CLIENT, COMPANY OR THIRD PARTY FOR DAMAGES OR LOSSES TO THE AFOREMENTIONED ARISING FROM THE USE OF ANY OF ITS SERVICES.

5.4 IF W.I.S. IN ITS DISCRETION CONSIDER THAT FOR WHATEVER REASON IT DOES NOT WISH TO CONTINUE TO PROVIDE ANY OR ALL OF THE SERVICES, IT MAY RESIGN BY GIVING ONE MONTH NOTICE WITHOUT BEING OBLIGED TO GIVE ANY REASON WHATSOEVER.

LAW

6.1 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF GIBRALTAR AND IN RELATION TO ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE GIBRALTAR COURTS.