Terms and Conditions
Purpose and Scope of Application
These Terms of Business are intended to govern the business relations between ICIBIS Ltd. (“ICIBIS”) and its clients (“Client”). On the basis of these Terms of Business, ICIBIS shall provide the Client with various services such as the foundation of companies (“Company”) and some additional related services (“Additional Services”) as well as the assistance in relation with the getting a residence (“Residence”), opening of accounts with banks or a non-banking financial services providers (“Bank Account Opening”).
These Terms of Business shall form an integral part of any agreement concluded between the Client and ICIBIS on the execution of the ICIBIS order form either by way of online order or paper form (“Agreement”). By entering into an Agreement with ICIBIS, the Client accepts these Terms of Business. A price list and a list of services are available on the website of ICIBIS (www.icibis.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 ICIBIS.
In the event of any conflict between the present Terms of Business and any Agreement, the provisions of the Agreement shall prevail over the present Terms of Business.
ICIBIS reserves the right to change the Terms and Conditions at any time with immediate effect. The Client shall be notified of such amendments by notice in writing. Amendments shall be deemed to be approved by the Client unless ICIBIS receives a written objection thereto within four weeks from the date of the notice.
Content and Scope of the Services
Foundation and management of a Company and Additional Services
ICIBIS can perform the service of incorporating a Company for the Client, in the jurisdictions specified in the list available on the website of ICIBIS (www.icibis.com). ICIBIS can also organize the supply, either by ICIBIS’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 & apostille on documents. Affiliated companies means, in relation to ICIBIS, a subsidiary or a holding company of ICIBIS 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 & Apostille.
Bank Account Opening
ICIBIS can perform the service of assistance in relation with the opening of an account with a bank or another financial service provider (“Bank”), such as a collection account provider, for the Client. In this framework, ICIBIS 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 ICIBIS or a third party Bank. The successful setting-up of complementary services such as credit cards, chequebooks or internet banking access is not guaranteed and is offered “as is”. The service can only be employed for legal purposes as determined by applicable law.
Right to refuse services
ICIBIS 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.
Whilst ICIBIS 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.
The Client warrants that he/she will not use any of the rights granted in any Agreement for any illegal, obscene, immoral or defamatory purposes and will not in any way bring ICIBIS into disrepute. The client will not in any way whatsoever use or combine the ICIBIS name, in whole or in part, for the purpose of trading activities. ICIBIS reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.
Anti-Money Laundering and Due Diligence
The Client shall provide ICIBIS with such information as ICIBIS 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 ICIBIS is correct. The client also represents to ICIBIS 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 ICIBIS to meet its legal obligation, the Client shall keep ICIBIS fully and promptly informed of any changes in the beneficial ownership, shareholding, and officers of the company. Beneficial owners indicated by the Client shall sign a “form A” as requested in the Agreement. The client shall immediately inform ICIBIS of the nature of the activities of the company and seek ICIBIS’s prior written consent before making any material changes to those activities.
Obligations of the Client
Due diligence documentation may include the provision to ICIBIS of, without limitation: original certified copies of identity documents, proof of legal domicile no older than 3 months, a banker’s reference letter, certified copies of corporate documentation, and certified translations where applicable. Any certification must be done in accordance with the requirements of the applicable jurisdiction and as per ICIBIS’s instructions if any. The Client is obliged to provide the requested due diligence material prior to the commencement of ICIBIS services.
Fees and Payment Terms
The Client agrees to pay the fees charged by ICIBIS. ICIBIS schedule of fees can be found in the price list available on the website of ICIBIS (www.icibis.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.
ICIBIS 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 ICIBIS, which is usually Euros. 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.
Foundation and Management of a Company
The Client shall owe ICIBIS 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. The annual fee is non-refundable.
The Client shall owe ICIBIS 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.
Specific card payment conditions
In the event renewal fees are overdue in spite of ICIBIS having regularly invoiced the Client and used reasonable efforts to inform the Client of such fees being overdue, the Client accepts that ICIBIS may debit from the Client’s credit or debit card any overdue fees including any applicable registry penalties that are imposed to return the Client’s company to good standing. In that case, the Client further agrees that ICIBIS will have up to 60 days from debit date to pay any annual public registry fee for the Client’s company and that any amount debited as registry penalty will also include any additional penalties accruing during the additional 60 days of non-compliance.
Bank Account Opening
The Client shall owe ICIBIS 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 may be quoted in any currency agreed to by the parties. The client will pay the set-up fee before ICIBIS begins the performance of the service. The client can pay the set-up fee by any legal means, including through legal counsel. Clients who send ICIBIS a credit card as payment accept that ICIBIS bills their credit card for the full amount of the set-up fee for the account they have chosen plus the price of the courier service if requested.
Appointment of a director
The Client certify that each of the directors to be named on a company in accordance with an order form submitted to ICIBIS and who has not signed a “Consent to Act as Director” has consented to be a director of the company on its incorporation and that each director who is a natural person has attained the age of 18 years.
Other Introduction Services
The Client shall owe ICIBIS a one-time non-refundable fee for ICIBIS’s introduction and application assistance service with third-party service providers. Such a fee is paid in respect of ICIBIS’s service costs only. The Client understands that ICIBIS will not be part of the relation between the Client and such third party providers. The Client agrees that in the event the Client’s application is accepted, ICIBIS may receive finder’s fees from such third party providers and the Client expressly renounces claiming the payment of such fees.
Communication and Instructions
The Client and ICIBIS may send to each other instructions, notices, documents or any other communication either by mail, e-mail or through ICIBIS’s dedicated web portal, PROVIDED ALWAYS, that ICIBIS may send fee notes by e-mail message attachment. The Client and ICIBIS shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed if to ICIBIS, at its registered office or at such other address as ICIBIS 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 ICIBIS from time to time, including holding mail instructions that shall be agreed upon in writing. So that ICIBIS may at all times be able to contact the Client should the need arise, the Client agrees to inform ICIBIS immediately upon changing his/her address and e-mail address or telephone number. In the event the Client terminates all ICIBIS services, any notice of termination served by email must be sent to email@example.com.
Data Processing and Data Protection
ICIBIS will process personal data which as per the definition found in the General Data Protection Regulation (GDPR) means any information relating to an identified or an identifiable natural person also referred to as data subject. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identified such as a name, an identification number, location data, an online identified or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
The processing of data means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, retrieval, consultation, adaption or alteration, use, disclosure by transmission, dissemination and suppression of such personal data or otherwise making available, alignment or combination, restriction, erasure or destruction.
The recipients of the personal data may include ICIBIS affiliated companies acting as subcontractors or auxiliaries, the registered agents in the jurisdictions relevant to the services, our IT suppliers or financial providers such as our payment acquirers, other third-party service providers, including banks, whom the Client has expressly requested to be introduced to, the public companies’ registries, or the legal authorities. All these disclosures which have been listed shall only occur in accordance with the GDPR and our business relationship with these third part providers shall be a contractual one whereby both parties agree to abide by the obligations found in the GDPR such as the obligation of confidentiality on whoever is handling the personal data of the data subjects.
To comply with “Know your client” obligations and ensure the correct service delivery, the processed data will include particulars of the Client, such as the full legal name(s), the nationality, the date of birth, domicile and residential addresses, passport numbers, passport validity dates, and contact details of identifiable individuals, as well as supporting documents evidencing such personal data and service instructions from the Client.
The Client shall bear the risk of any damage arising from any lack of legal capacity of his/her person and his/her attorneys or other third parties unless such incapacity has been communicated to ICIBIS in writing.