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By choosing to use of the services of VA Global Business Limited the Company and the Client agree to accept all of the following terms and conditions of this Agreement:
- Definitions
"Service Provider" means VA Global Business Limited and each of its officers, employees and agents (third party) who are engaged in providing services.
"Client" means the instructing party or the client on record for the company individually or jointly.
"Company" means any company for which VA Global Business Limited provides services at the Client's request.
""Services" means Company Formation, Registered Office, Registered Agent, Representative Office, Secretary, Director, Shareholder, Bank Signatory, Bookkeeping, Accounts and Calculation of corporation Tax or any other ancillary services as may be agreed between the parties from time to time.
- The Service Provider
2.1. Will provide services as may be agreed with the Client with reasonable skill and care and in all cases as soon as reasonably practical. Time shall not be of the essence of this agreement.
2.2. Subject to paragraph 5.2 below the Service Provider will act only in accordance with instructions received from the Client or by any representative or agent of the Client as may be agreed in writing between the Client and Service Provider.
- The Client
3.1 The Client shall provide to the Service Provider such information as the Service Provider considers necessary in order to ensure that the Company complies with all applicable legislation.
3.2 The Client is responsible for ensuring that the information provided to the Service Provider is correct and 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. VA Global Business Limited will not be responsible for the clients tax position and strongly advise the clients to seek tax advice in their country of domicile or where they are in permanent resident. The Client also acknowledges that assets or funds introduced to the Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity.
3.3 In order to enable the Service Provider to meet its legal obligations, the Client shall keep the Service Provider fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the Company.
3.4 The Client shall immediately inform the Service Provider of any other matters that might affect the Service Provider's willingness to provide services or of any matter that is material to the affairs of the Company.
- Fees and Invoicing
4.1 The Service Provider's Schedule of Fees are those which have been agreed between the Service Provider and the Client/Company. The Client acknowledges the right of the Service Provider to review annual fees and 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. In the absence of any formal agreement, the fees shall be the regular fees and charges of the Service Provider, which are available upon request.
4.2 The Service Provider shall not be required to incur any expenses or make any payments in the course of providing the Services unless the Service Provider has received sufficient funds in advance.
- Information and Confidentiality
5.1 The Service Provider shall take reasonable precautions to keep confidential information provided to it by the Client.
The Client acknowledges that the Service Provider is bound by regulatory and other legal obligations under Mauritius Law or others and agrees that any action or inaction on the part of the Service Provider in carrying out such obligations shall not constitute a breach of the Service Provider's duties.
5.3 Any report, letter, information or advice given by the Service Provider to the Client is given in confidence solely for the Client's use and benefit and is not for use by third parties.
5.4 The Service Provider shall not be required or obliged to take any action which it considers to be unlawful or improper or which may cause it to incur any personal liability.
5.5 The Service Provider is entitled to open and read any correspondence, letter, fax or other communication received on behalf of the Client/Company.
5.6 Any notice or other documents to be served under this agreement must be in writing and may be delivered by hand or sent by pre-paid letter post or facsimile transmission or by email to the party to be served at that party's address as provided (or as varied from time to time by notice in writing). The Service Provider shall be entitled to rely on any communication or document (including any fax or email message received) where it is reasonable to believe the document to be genuine and correct and to have been communicated or signed by or on behalf of the Client and shall not be liable to the Client for any consequences of such action.
- OUR SERVICES
6.1 Incorporation Services The Service Provider will incorporate the company only after our fees have been paid. The Service Provider will take the exact information you provide to incorporate your company so any errors in the information provided will reflect on your company document. Unless otherwise specifically mentioned we will use our standard document to incorporate your company. In cases where we are expecting additional information we will not issue any company document until we receive those missing documents, no refund will be given if you fail to provide us with the additional information. Where you select a name for incorporation or change of name, our responsibility is to apply to Companies House for the registration of that name, and registration will be permitted by Companies House if they take the view that it does not conflict with the name of any other company at that time on the register. We do not warrant that the use of the name will not conflict with the rights of existing businesses, and we cannot give any warranty that the use of the name will not give rise to actions for passing off, or for infringement of trade marks or other legal rights. We cannot investigate the possibility of the existence of conflicting rights; you have sole responsibility for meeting any claims arising out of use of the company name, and will indemnify us in respect of any costs, expenses or damages we incur as a result of any such claims.
6.2 Secretarial Services Where the Service Provider provides secretarial services, the client understands that it is purely in an administrative capacity for Companies House purpose only. The secretary appointed will not be involved in any day to day running of the clients company and cannot be held responsible for any problem or debts of the clients company. The client will indemnify the secretary and the Service Provider for any damages caused as a result to this appointment.
6.3 Virtual Office Registered Address: If the client stops using our registered address he must change his company registered address with immediate effect. If no action has been taken by or on behalf of the client we have the right to change the address to the clients address (personal or any known address) and inform the relevant authority by providing all information held on the clients. If the Service Provider moves its office the client will be given an alternative address within Mauritius.
Mail Forwarding: The client agrees to use the address within reason and will have to pay in additional charges for any postage costs. Telephone and Fax: The Service Provider will lease a telephone and fax number to the client. If the client does not wish to continue the service, the same number will be leased to someone else. The Telephone and fax numbers remain the property of the Service Provider at all time.
6.4 Bank Accounts The Service Provider will assist you to open your company or personal bank accounts. The fee you paid the Service Provider will include preparing all bank forms, fixing meeting with and accompanying the client to the bank and issue an accountant letter. The final decision remains on the bank whether to accept or reject the application. Our fee is not refundable in case the bank rejects the application.
6.5 Outsourcing Accountancy
E-Bookkeeping - Based on the information provided by the client, the Service Provider will prepare the company books. The Service Provider will meet its deadline if the client has provided all information on time. All information stored on our online storage facility are at the clients own risk.
VAT Application - The fee paid by the Client to the Service Provider will include application for VAT on behalf of your company, we complete and submit the VAT Application form and liaise with HMRC. The final decision remains on HMRC whether to accept or reject the application. Our fee is not refundable as is for work carried out even if HMRC reject the application.
VAT Return - The Service Provider will prepare your VAT Return based on information provided by the Client. The client must make sure that all necessary information has been provided to the Service Provider to ensure accuracy of the VAT Return report. It is the client's responsibility to ensure that he/she pays any VAT liability on time.
Payroll - The Service Provider will prepare the client payroll based on information provided by the client. The client must make sure that all necessary information has been provided to the Service Provider to ensure accuracy of the Payroll report. It is the client responsibility to ensure that he/she pays any PAYE liability on time.
Accounts - The Service Provider will prepare your statutory final accounts either in house or through a third party. The client must make sure that all necessary information has been provided to the Service Provider to ensure accuracy of the statutory accounts and tax computation. It is the clients responsibility to ensure that he/she pays any corporate tax liability on time. For any others services please contact us if you need clarification about our Terms and Conditions.
Wherever there are deadline to file information with the relevant authority, the client is solely responsible to provide the Service Provider all information on time to ensure that the deadline is met. The Service Provider will not be held liable for any delays or penalties incurred due to late filing.
- Use of third party contractors
The Service Provider may, as your agent, directly or through an intermediary, ask another contractor ("Third Party Contractor") to carry out some or all of any work which you instruct us to carry out for you. We will take all reasonable care in selecting and instructing a Third Party Contractor. However, we have no control over the activities of a Third Party Contractor and therefore accept no responsibility for the services provided to you by that Third Party Contractor or for any errors or omissions in its work or products.
- Unacceptable Business
Unacceptable Business will be illegal activities, prohibited activities and businesses that require approval. Illegal Activities - means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United Kingdom or any successor or similar international organisation. Prohibited Activities - means activities not approved or accepted by the Service Provider and which, without prejudice to the generality of the foregoing such as drugs, arms etc. Pre- Approval Required - Activities where you cannot operate without a license.
If any Clients or the Clients' Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining the Service Provider prior written consent, the Service Provider may at its discretion immediately terminate the Services without any refund.
- 9. Termination and Suspension of Services
9.1 The contract is for one complete year and will be renewed automatically every year unless notice is given to the other party in writing before the renewal date, which is the end of the month preceding the anniversary of the start of the service (thus for a company bought in April the renewal date will be 31 March of the following year).
9.2 This agreement may be terminated with immediate effect by notice in writing by either the Client/Company or the Service Provider in the event that:
(a) the other party commits any material breach of its obligations under this agreement or under any other agreement between the parties: or
(b) the other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation) or is declared bankrupt; or a bankruptcy petition is presented against it or a receiver or Registered Agent is appointed in respect of it.
9.3 The Service Provider shall be entitled to terminate the agreement with immediate effect by written notice to the Company in the event that any legal proceedings are commenced against the Company or the Clients (including any injunction or investigation proceedings or any incident that may bring the reputation or standing of the Service Provider into disrepute).
9.4 Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination.
9.5 In the event of termination, the Service Provider shall not be obliged to return all or any part of the fees and expenses paid to it hereunder (save for amounts paid on account of disbursements to be incurred).
9.6 In the event of the termination of the services, the Company and the Client shall each arrange that all such acts are done as may be necessary to give effect to such termination and the Client shall within 14 days of the date of termination procure the appointment of a new Registered Office/Director/Shareholder/Secretary/Bank Signatory as may be appropriate, and the Service Provider shall, subject to payment of all amounts due to it, co-operate with the client in relation to such appointments.
9.7 The Service Provider shall be responsible for filing the necessary documents with the Registrar of Companies to affect the transfer of the Company or Companies to a new Service Provider and the applicable rate for undertaking this service shall be invoiced and settled by the Client prior to the filing of the documents.
9.8 The Client and the Company acknowledge that notwithstanding the right of the Service Provider to terminate or suspend its services in accordance herewith the Service Provider (and/or its officers, agents and employees) may have continuing regulatory duties under applicable law. Accordingly, without prejudice to its rights, it is agreed that the Service Provider shall be entitled (but not obliged) to continue to provide services so as to discharge such duties and shall be entitled to charge its applicable rate for the provision thereof.
- Our Liability
We accept no responsibility for the accuracy of any part of any search or other report where it is apparent that it does not originate from information in a public register, or for any inaccuracy, omission or other error in any public register upon which our search or report is based. Some of our suppliers of search information impose contractual exclusions concerning their liability concerning information supplied and our responsibility to you shall be similarly limited in relation to such information.
- Law and jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of Mauritius and any dispute arising in respect thereof shall be subject to the jurisdiction of the courts of Mauritius and the Company and Client hereby submit to the jurisdiction of such courts. In cases of offshore incorporation it will be subject to the law in which the company is incorporated.
- Delivery of products and services
Products are delivered using first class post, fax or email (as appropriate), unless otherwise stated. Where you request an alternative method of delivery, you must meet those costs. Services are provided using reasonable skill and care. The description and price of goods and services and delivery details will be provided in the confirmation of order and/or invoice dispatched with the product or service.
- REFUND POLICY
Once we have received an order, we immediately start the work process and incur costs, and for this reason we will not be able to cancel our invoice or make a refund of your payment.
SO BEFORE YOU ORDER PLEASE MAKE SURE THAT YOU HAVE CAREFULLY THOUGHT ABOUT IT AND ORDER WITHIN YOUR LIMIT.
- Other Provisions
14.1 The Service Provider shall be entitled to amend these Terms of Business from time to time.
14.2 The Client shall provide full details of and promptly inform the Service Provider of any changes in its contact details.
14.3 The Client shall at all times hereafter indemnify and keep indemnified the Service Provider against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against the Service Provider providing the Services pursuant to this Agreement.
I accept
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