Terms & Conditions


1. WITH WHOM WE ARE DEALING

Instructions placed for any of our services are accepted only on the undertaking that you are authorised to place those instructions and that for the purposes of liability and payment for our charges you act as principal and are therefore liable for our charges.

2. THE INSTRUCTIONS PLACED

The services provided by us are given on the basis that the instructions placed contain sufficient information and authority to execute your instructions in a complete manner, both legally and with full effect to your requirements and that you thereby indemnify us against any loss or action. In the event that any service requested is not fully completed you will be responsible for our disbursements and charges thereon.

3. DUE DILIGENCE

We are required to undertake checks and fully identify our clients and their source of funds for the purchase of services. We will request information and co-operation from you in this respect and failure to provide sufficient or requested information or documentation will result in us being unable to supply any services to you. Any and all information supplied by you in respect of our due diligence requirements will be updated from time to time, but should any of your details change you will be responsible for updating your details with us. You will inform us immediately of any change in business activities, business areas or any other matters that may affect the our assessment in respect to continuation or cessation of services.   

4. THE LAW

Our services are provided and governed by the law of the English courts.

5. LANGUAGE

Our services are provided in English and any translation of documents for whatever purpose will be undertaken by a qualified and authorised translator and such service will be charged accordingly.

6. LITERATURE

All information, documentation (whether hard copy or electronic) or other material supplied by us for any purpose remains the property of Chalfen and can be reproduced or reused only with written permission.

7. ACCEPTABLE BUSINESS ACTIVITIES

Companies supplied and managed shall not be used for any unlawful, illegal or criminal activities; the scope if this clause shall include the laws of any country, state or body where trading is undertaken or which may affect that country, state or body; included in prohibited acts shall include any form of money laundering, drug trafficking, terrorism or pornography, but not exclusively limited thereto.

8. NOMINEE SERVICES

In respect of your instructions to purchase/incorporate or transfer to our administration any companies (and subject to payment of all fees), we will provide the following (as required):

(a) A registered office;

(b) the appointment of directors, managers, secretaries and shareholders;

(c) the holding, maintenance (and filings where necessary) of the Companyís records and registers.

9. BUSINESS ADMINISTRATION SERVICES

We shall provide such services with due speed and efficiency, in accordance with instructions, confirmed in writing, as required from time to time including:

(a) the forwarding of all mail received, including faxes and electronic mail;

(b) the administration of the Company's banking arrangements;

(c) the sending of letters, invoices and other documents on behalf of the Company;

(d) preparation or drafting of documents required to be filed by the Company's officers;

(e) to deal with such transfer requests (as signatories) in accordance with such written instructions (which must be sufficiently detailed to satisfy us and the bank that they are legitimate, and contain any necessary supporting documentation);

10. ACCOUNTING SERVICES

We will prepare draft statutory accounts in the prescribed form in line with the information provided, either for filing with the relevant authorities or for presentation to the accountants for accounting reports or audit. The fee for this service will be charged separately and any accountants/auditors fees incurred will be in addition to our own fees.

Annual Accounting

Your responsibilities as [directors] [members]

10.1.1 As [directors] [members] of the [company] [limited liability partnership], you are responsible for maintaining proper accounting records and for preparing financial statements which give a true and fair view and which have been prepared in accordance with the Companies Act 1985 (the Act).

10.1.2 In preparing the financial statements, you are required to select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the [company] [limited liability partnership] will continue in business.

10.1.3 You are responsible for keeping proper accounting records that set out with reasonable accuracy at any time the [companyís] [limited liability partnershipís] financial position and for ensuring that the financial statements comply with the Act. You are also responsible for safeguarding the assets of the [company] [limited liability partnership] and hence for taking reasonable steps to prevent and detect fraud and other irregularities.

10.1.4 If audit exemption is being taken, you are also responsible for deciding whether, in each financial year, the [company] [limited liability partnership] meets the conditions for exemption from an audit, as set out in section 249A (or 249AA) of the Act, and for deciding whether, the exemption cannot be claimed that year for any of the reasons set out in section 249B.

10.1.5 You are responsible for ensuring that the [company] [limited liability partnership] complies with laws and regulations that apply to its activities, and for preventing non-compliance and detecting any that occurs.

10.1.6 You have undertaken to make available, as and when required, all the [companyís] [limited liability partnership's] accounting records and related financial information, including minutes of management and [shareholdersí] [directorsí] [membersí] meetings. Each director is required to take all steps required as a director to be aware of any relevant information required for audit purposes and to make that available for annual accounting. The responsibility for meeting filing deadlines will be with you and information must be provided to ensure sufficient time for completion of the financial statements is given.

10.1.7 If you wish to publish any financial information onto any website or other area where the information is available by electronic means, this should be cleared with us in advance. You must set up controls to prevent or detect quickly any changes to electronically published information. You will be solely responsible for reviewing these controls and for keeping the information under review after it is first published.

10.1.8 You will provide copies of any notices relating to accounting and/or tax from any authority whenever received.

10.1.9 All financial returns are made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions.

Our Responsibilities

10.2.1 If you have asked us to prepare the financial statements, we will compile the financial statements for your approval based on the accounting records [that you maintain] and the information and explanations that you provide.

10.2.2 Accounts will be prepared on the basis that no report on the financial statements is required by statute or regulation, unless you inform us in writing of the contrary.

10.2.3 If you state that you are exempt from audit, this will not be checked, however if we find you are not exempt we will inform you accordingly.

10.2.4 Financial statements prepared will conform with generally accepted accounting principles from the accounting records and information and explanations given to us.

10.2.5 Misleading financial information will be discussed with you and corrected in association with you.

10.2.6 Accounts, tax computations and supporting schedules will be prepared for you to approve and sign, and by signing you will take responsibility for its content.

10.2.7 If the company's profits exceed £1.5 million a year, you must pay quarterly instalments of tax due starting six and a half months into the accounting period. Interest will be charged on instalments paid late and credited on those paid early.

General

10.3.1. You will not hold us, our principal(s), director(s) and staff responsible, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing. You have agreed that you will not bring any claim in connection with services we provide to you.

10.3.2 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

Communicating with you

10.4.1 All communication will be with designated individuals per your instructions to us. Failure to provide us with designated individuals may mean communications being sent in a general nature.

10.4.2 Methods of communication can be via mail, courier, email and fax. Emails are sent in good faith and we recommend that you have sufficient anti-virus protection built into your systems.

11. CORPORATE TAX FILING SERVICES

In addition to the filing requirements to the relevant registry, we shall also make filings to the relevant tax authorities, including the computations. The fee for this service will be charged separately. The principal will remain fully responsible for all corporate or personal taxes that become due in any jurisdiction and in respect of any corporate or personal matter.

12. VAT RETURN SERVICES

We will arrange, where required, the filing of VAT returns on behalf of the Company.

13. FEES/PAYMENT TERMS

Our fees are set out as follows:

(a) Our stated fees shall include official fees and delivery, however any additional disbursements by way of legalisation, notarisations or official stamping will be charged additionally to our own fees.

(b) Annual fees will be reviewed annually and notified to you prior to any changes being incorporated in any services provided.

(c) Any official fees relating to renewal of annual fees will be charged at the rate of the registry where it is domiciled.

(d) All annual domiciliary fees are payable annually in advance and in full.

(e) No reimbursement of fees will be made where a cancellation of services after the payment of the annual fees and any unpaid fees at the point of cancellation will remain due in full.

(f) A charge will be made for the handing over of control/administration of any company to any new service provide.

(g) A charge will be made for any striking-off/dissolution/liquidation of companies.

(h) All charges are shown exclusive of VAT, which will be charged where applicable.

(i) Our standard terms allow 30 days of credit from date of invoice, any unpaid invoices at 30 days will be charged a rate of 7% interest and may be recovered from any account containing a credit which we manage on your behalf.

(j) Any fees due in respect of official fees, taxes or disbursements may be withdrawn from any account containing credit which we manage on your behalf.

14. INSPECTION OF RECORDS

We reserve the right to inspect any records maintained by your in respect of anti money-laundering or other regulations upon reasonable notice being given to you.

15. GUARANTEES AND UNDERTAKINGS

(a) The beneficial owners and where appropriate the ultimate beneficial owners shall be known to you and are not resident for taxation in the United Kingdom and that they have been advised to take tax advice in their country of residence to ensure they comply with their obligations.

(b) That all information you have provided us with is true and accurate and does not include any misleading or false statements or any omissions which may lead to wrong or untrue impression.

(c) That all requests placed with us for services shall be given properly in accordance with your clients wishes.

(d) That the companies will comply with all regulatory requirements.

(e) That none of the funds used, or to be held by us, or passed through any companies account shall have been (directly or indirectly) the proceeds of any unlawful act.

(f) That all actions relating to this company will be bone fide and not used for any illegal purposes.

(g) That all contracts, agreements or arrangements entered into by or on behalf of the companies shall be supplied to the directors, with, if necessary an English translation.

(h) To provide us with any confirmation, evidence or explanation relating to the source of funds whenever requested.

(i) To provide copies of all or any bank statements as requested by us.

(k) To inform us in the event of death of any beneficial owner and information regarding his estate.

(l) During our provision of services you must keep the registered directors/officers and us fully informed of all and any facts or circumstances of which you are aware which may affect the operations of the Companies or have a bearing on our provision of services in respect of the Companies in any way whatsoever and in particular you will notify us immediately in writing if any or any part of the warranties above cease to be wholly true and accurate.

(m) At no time will you register any nominee with any authority or body without the written permission of the nominee concerned.

(n) You may not delegate powers of a nominee to any third party.

16. LIABILITY

(a) We shall not have any liability to you, the Companies or the Clients for any loss, damage, costs or expenses which you, the Companies, or the Clients suffer or incur arising from our provision of services unless such loss arises from our gross negligence.

(b) We shall not be liable to you, the Companies or the Clients for any loss of profits, business or anticipated saving or for any indirect or consequential loss whatsoever even if we shall have been advised of the possibility of such loss.

(c) Our liability, if any, to you, the Companies or the Clients arising from or in connection with our provision of services shall be in any event limited to the aggregate amount of fees paid to us which are referable to the matter to which the claim relates.

(d) It is hereby agreed that no opinion or advice from us or our representatives as to the validity or effectiveness for any tax, legal or other effect or purpose, is given or may be inferred merely by the signature thereof, of any documentation which we sign at your request. Any opinion or advice will be given by us or any of our representatives only where we have been formally instructed by you to give such opinion or advice, and for which we are to make a charge in accordance with the terms of this letter or as otherwise agreed with us.

(e) The officers and shareholders introduced by us reserve the right to require a separate formal indemnity as a condition of acceptance or continuing to be appointed, particularly if you or the Clients' request the directors to confer for the Companies a power of attorney to act on behalf of the Companies in respect of any transaction.

17. TERMINATION

We reserve the right to terminate the provision of our services (and the registered directors/officers we introduce similarly reserve the right to resign from all and any positions in respect of the Companies) without penalty and without notice on the occurrence of any of the following events:

(a) any fee or any part of any fee payable in respect of the provision of the services remains unpaid after 30 days.

(b) any response or any part of any response to our Due Diligence Questionnaires or any notification in respect of changes in relation thereto or the result of any inspection carried out is, in our sole and absolute discretion, unsatisfactory or you fail to perform your obligations herein.

(c) Notwithstanding the provisions of the foregoing paragraph, in the event that the Annual Domiciliary/Statutory Services Fee has not been received in the year to which it relates, we hereby reserve the right to arrange with the directors that the Companies be struck off without notice to you and without liability or penalty.

(d) In the event of any termination all fees payable in respect of services shall become due and payable by you forthwith.

(e) It is agreed that immediately upon termination of the provision of our services, and of the appointment of directors/officers introduced by us to the Companies, you will accept office as replacement officers of the Companies, unless you then provide other replacement officers to be appointed, and you will advise us as to the new registered office of the Companies and provide us with all relevant details of the replacement officers and the replacement shareholders of record.

18. PERSONAL INFORMATION

The personal details of any appointed officer shall not be registered by you with any authority without the written agreement of the person acting.

19. GENERAL

(a) All requests given in connection with our services must be provided to us in writing and subject to the terms set out herein. If a request is not received in writing specifying clearly at the start of the letter the individual to whom the request is addressed and using the reference set out at the top of this letter or as we may from time to time direct, we shall not be liable for any failure to perform services in accordance with that request.

(b) For the avoidance of doubt it is hereby stated and agreed that the contract for our provision of services in respect of the Companies is between yourself and us and that you are primarily liable in respect of all obligations in relation thereto, in respect of payment of fees or otherwise, notwithstanding any other arrangement or agreement that you may have with the Companies or with the Clients. In the event that the Clients for any reason cease to instruct you it is agreed that you will remain fully liable in respect of your obligations pursuant hereto.

(c) Unless we have received from you signed authorisation that we may act upon an express request of a member of your organisation other than yourself, together with a specimen of their signature, we shall disregard any requests from such other members.

Chalfen Corporate Limited Chalfen Corporate Limited 19 Leyden Street, London E1 7LE +44(0)20 7729 8222