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TERMS AND CONDITIONS

The following Terms and Conditions published herein are provided for informational and review purposes only. You are not bound by these Terms while browsing and searching information published in this website.

These Terms and Conditions will become applicable upon placing an order for any of our paid services. 

The Terms and Conditions ("Terms") govern the provisions of the corporate services provided by IT Management, LLC ("Agent") to the Client, as documented herein. The corporate services are subject to the express consent of both the Agent and the Client. These terms are in conjunction with any order forms, requests, instructions, as provided by the Client to the Agent, shall constitute a binding legal agreement between the Client and the Agent.

1. DEFINITIONS:

"Agent": Refers to IT Management, LLC, a Delaware Limited Liability Company in direct connection with IncorpToday.com, which henceforth will be involved in the provision of the Services to the Client or to the Company.

"Services": Including but not limited to: company formation, registered agent services, provision of the registered office, provision of the company secretary, company director, officer, nominee shareholder or account signatory, provision of mail, fax and message forwarding, maintenance of corporate records, opening and operating of bank and merchant accounts, administrative and managerial work of similar nature that the Agent provides at the request of the Client.

"Company": Refers to any company beneficially owned by the Client, to which services are provided by the Agent.

"Client": The beneficial owner(s) of the Company and/or the individual(s) who request the Agent to provide Services as identified in detail further in this document and any successors of such individual(s), as well as any such individual(s) whom the Client may ultimately represent and any such individual(s) whom the Client may have authorized to represent himself; in case of more than one person all such persons jointly and severally.

"Order Form": The Order Form as available on the website www.incorptoday.com or the same Order Form in any other electronic or written format, as submitted by the Client to the Agent before commencement of Services.

"Communication": Any communication between the Agent and Client by any of the following methods: (a) email, message or form posted through the Internet, including messages by any instant messenger systems; (b) fax; (c) courier or mail delivery, addressed to the last known or notified address of the recipient.

2. PROVISIONS

As may be requested from time to time by the Client, the Agent shall perform company formation, corporate, managerial and administrative functions of, for and on behalf of the Company. In performing such functions the Agent shall always act solely on instructions from the Client and never in his own discretion, except for special circumstances as described further in these Terms.

The Agent has no direct or beneficial interest in the Company or in its business whatsoever. The sole interest of the Agent at provision of any of the Services to the Client or to the Company is in the earning of the professional fees, as specified in the standard list of fees and charges of the Agent.

All fees charged by the Agent to the Client shall be in amounts indicated in the standard list of fees as posted on Agents' website (www.incorptoday.com) or as specifically sent to the Client by the Agent as an offer, invoice or price list. The fees are subject to change, any increase of fees taking effect only upon three (3) days advance notice, except for increases in government fees and charges which take effect immediately.

The formal ground for payment of any fees is a numbered invoice issued by the Agent to the Company, or to the Client. Price quotations are not grounds for payment. Invoices will only be issued by the Agent after a sufficiently clear confirmation or request for services is received from the Client by any means of Communication. Invoices shall be sent by the Agent and shall be deemed to be received by Client if sent by any means of Communication. Any specific terms of payment of the fees shall be indicated in the invoice.

The Agent is not bound to provide any Services before the invoiced fees are paid in full by the Client.

The Client acknowledges that late payment of certain fees, in particular annually recurring fees, may involve substantial late penalties or surcharges, to be payable by the Client before any further Services may be provided. The Client also acknowledges that the failure to pay such fees on time may result in the Company being administratively dissolved, or evoke the resignation of the Agent.

"Offset" : If the Client fails to settle invoices within the payment period stated in the invoice, the Agent may deduct such outstanding fees from any account or funds of the Client or the Company, as may be available to Agent.

When Registered Address is provided to the Company by the Agent, the Client shall not make or permit any reference to the Registered Address in any advertisement, promotion or public announcement, representing the Registered Address as the actual business location of the Company, unless specifically agreed in writing by the Agent. In particular, the Client shall not indicate the Registered Address of the Company in any Internet website as the actual location of operations or the actual location of any business records of the Company. Any reference to the Registered Address of the Company in any advertisements, websites or other public sources must clearly indicate that the particular address is the Registered Address of the Company.

In the event of the Agents' relocation involving the change of the Registered Address, the Agent shall give the Client thirty days notice of such change. The Agent will not be responsible for any associated costs incurred by the Client as a result of such change of the Registered Address.

When nominee services or company management services are provided by the Agent, any appointment or change of a nominee director, officer or shareholder will be at the discretion of the Agent and, unless expressly agreed otherwise, such services may be provided by a corporate or an individual director or shareholder.

The Agent shall take and accept instructions regarding the Company from the Client only, except as otherwise stipulated in this Article. Only, in case of death or incapacity of the Client to act (including, but not limited to, an incapacity to act resulting from actions of governmental institutions) the Agent shall accept instructions from third parties, if such has been appointed in writing by the Client and the identity and the conditions of the appointment of such third party have been indicated by the Client beyond reasonable doubt.

If several private individuals act jointly as Client in relation to the same Company, unless they have expressly instructed otherwise, the Agent shall only act on instructions which are given jointly by all of the Client individuals concerned.

The Client confirms and guarantees that any asset(s) introduced to the Company is not derived from or connected to any illegal activity; that such asset(s) belong to the Client and the Client has full authority to transfer same to the Company, and the transfer of such asset(s) does not constitute a "Fraudulent Conveyance" on the Clients' creditors.

The Client confirms and guarantees that the Company will not be used for any unlawful purpose and will not be involved directly or indirectly in any illegal or immoral transaction, including, but not limited to fraud, embezzlement, extortion, dealing in prohibited substances, terrorism, money laundering. If the Agent learns that the Company or the Client is involved in any such illegal transactions or activities, the Agent may immediately cease to provide any Services and do anything it considers appropriate in order to protect the interests of general public and the Agent itself.

The Client confirms and guarantees that no instructions given to the Agent will require or involve any unlawful act or contain any falsehood and that all information given, including the information given in the Order Form, is and will be accurate and that the Client will keep the Agent adequately informed of any changes in such information and will keep the Agent informed as to all business to be transacted in the name of the Company.

Due Diligence ("Know Your Customer"). As and when requested by the Agent, the Client shall provide to the Agent proof of identity and sufficient identifying documentation for the Client and for all individuals and entities directly involved in the Company as shareholders, directors, account signatories, attorneys-in-fact or in any other similar capacity, unless such individuals or entities are already known to the Agent. Such due diligence documents may include a certified copy of passport, a recent original utility bill or other proof of address, a bank reference and/or other documents, as the case may be. The exact scope and form of such documents shall be determined by the Agent, following the respective financial services regulations in force in the United States of America (USA). The Client shall provide the Agent with any further written information the Agent may reasonably request about the background of the Client and the activities of the Company. The Agent may refuse to provide any or all of the Services before the Due Diligence documents and information, as described in this article, are furnished by the Client.

The Client shall be bound by, and authorizes the Agent to act on all instructions, requests and representations issued by, or purporting to be issued by the Client or his authorized representative, or by any person the Agent reasonably believes to be duly authorized by the Client. Such instructions, requests and representations may be communicated by the Client to the Agent by any means of Communication, but the Agent shall not be bound to act on any instructions, requests and representations made to him by any other method.

The risk of misunderstandings, errors and losses due to bad, incomplete and ambiguous communication and the risk of any instructions being issued by unauthorized third parties are the Clients' own. The Agent shall not be liable for any loss or damage resulting from his reliance upon any instruction, notice, document or communication, reasonably believed by the Agent to be genuine and originating from the Client. In case of reasonable doubt as regards the authenticity of any such instruction, notice, document or communication, the Agent may, but is not obliged to, require additional authentication from the Client.

The Agent may refrain from acting on any order or instruction issued by the Client, if in the Agents' reasonable opinion such instruction or its execution would contravene any applicable law or regulation.

The Client acknowledges that in certain circumstances the Agent may be legally bound by order of a competent court or authority to disclose information pertaining to the affairs of the Company or the Client. Where the Agent becomes bound by such an order, he shall promptly notify the Client of same, unless prohibited to do so by law or by the terms of such order.

If any claim, request or action is taken by a third party against the Company or any other such circumstances arise in which in the opinion of the Agent it is necessary to take urgent action in order to protect the best interests of the Client, the Company or the Agent, and if in such circumstances the Agent is unable to obtain clear, sufficient and lawful instructions from the Client, then the Agent shall be allowed to take such action as he deems most appropriate for the situation. In particular, in such case the Agent may, at his own discretion (a) utilize any assets or means available to the Agent or to the Company towards (i) a defense against such claim or action, or (ii) a satisfaction of such claim or action; (b) refrain from any activity whatsoever; (c) take such other course of action as the Agent considers appropriate. The Agent shall not be liable for any loss or damage to the Client or the Company, incurred in the circumstances described in this Article.

These Terms may be amended by the Agent and any such amendments shall become effective upon three (3) days' written notice to the Client of such amendments.

The Agent may at his sole discretion cease to provide any or all of the Services to the Client, by giving three (3) days' written notice (resignation) to the Client. In such case the Agent shall do all that is legally necessary in order to enable the transfer of the Company to another agent or service provider.

The Client may at his sole discretion require the Agent to cease the provision of any Services, by giving one months' written notice to the Agent.

The Client acknowledges that the Agent has not provided any legal, financial or tax advice to the Client, nor has the Agent made any assurances or guarantees that any type of company or corporate structure would achieve any particular aims of the Client.

These Terms and Conditions shall be governed by the laws of the United States of America.

At placing of a confirmed request by the Client for any Services to be provided by the Agent, a hard copy of these Terms and Conditions will be provided by the Agent to the Client for signature and return.

3. PROVISIONS FOR VIRTUAL OFFICE SERVICE

These additional rules and conditions apply to the provision of optional services by IT Management, LLC to client companies, hereinafter referred to as "Company" or "Companies".

Any of these services may be provided to active Companies for which IT Management, LLC acts or not as the Registered Agent. Provision of any of these services will be ceased immediately if the Company loses its status of good standing. If IT Management, LLC is not acting as the Registered Agent for the Company then the Client will have to provide us with a Certificate of Good Standing every year. We may cease any of these services upon giving three (3) days notice without stating any particular reason. In such event we will refund the respective part of the service fees and costs deposits on a pro-rated basis.

By ordering any of these services, the Client guarantees and confirms that these services will not be utilized in any unlawful activity or for any unlawful or unethical purpose. Unless expressly stated otherwise in this Form, the General Terms and Conditions for business with IT Management, LLC apply to the provision of these services.

DELAWARE MAIL AND FAX FORWARDING SERVICE

All mail and fax correspondence addressed to the Company will be forwarded to the Clients' address. All mail correspondence will be forwarded weekly, unless indicated otherwise. All fax correspondence will be converted to pdf files and forwarded by email within two business days from the day of receipt, or forwarded by fax (choice of method in our discretion). As a matter of exception we may open mail correspondence for purposes of security, due diligence or proper identification of the correct recipient.

The annual service fee for our Delaware mail forwarding service is USD $420.00. The agreement will be renewed automatically every year. Minimum term of the mail forwarding service is twelve (12) months payable in full and in advance when the agreement starts.

In addition to the service fee, handling charges will apply to each outgoing unit of correspondence (letter or package) at the rate of twice the actual postage costs. Handling charge for faxes is USD $2.00 per page.

The handling charges and postal costs will be charged weekly against the Client's debit or credit card held on file. A valid credit card and an authorization signed by the Client to debit the card for all postal costs and handling charges will be requested when the agreement starts. We will start to forward the mail to the Client only when a valid credit or debit card and a signed authorization is recorded in the Client's file.

If the debit or credit card becomes expired or is no longer valid for any reason, we will stop forwarding the mail to the Client until a new valid debit or credit card is provided to us with a new signed authorization. If the Client does not provide us with a new debit or credit card within ten (10) working days then all mail will be held for seven (7) days and destroyed thereafter and we will terminate the mail forwarding service.

If a banking service is associated with the mail forwarding service then the account will be immediately closed following the termination of the mail forwarding service. A banker's check will be sent to the Client's address held on file with the remaining balance of the checking account at the closure's date.

A retainer of USD $200.00 is requested at the beginning of the mail forwarding agreement. This retainer is kept in a separate account during the length of the agreement and cannot be used for any handling charges or postal costs. This retainer is given back to the client at the end of the agreement if there is no existing outstanding invoice to be paid or any charge due.

For our Delaware office mail forwarding service, Client will be requested to provide us with a signed USPS form 1583 and two forms of identification to satisfy Federal Postal Regulations. We will provide a blank form 1583 to the Client and assist them to fill it properly. We will only start to accept mail on behalf of the Client when the signed form 1583 and two forms of identification are recorded on file.

Only correspondence that can be clearly identified as addressed to the Company will be forwarded. We are not responsible for any loss or misplacement of correspondence due to incorrect or ambiguous addressing on such correspondence. We will not make any enquiries in regards of such correspondence. All correspondence that cannot be clearly attributed to an active Client will be held for seven (7) days and destroyed thereafter.

DELAWARE PHONE AND FAX FORWARDING SERVICES

As an option, the Client can request the setup of a local dedicated phone and/or fax line for an additional fee.

For the phone line, the Client can select to have all calls directly forwarded to his local phone number or to have them forwarded to a voice mail. If forwarded to a local number, Client will be charged call forwarding costs as per current price list.

For the fax line, the Client can select to have all faxes directly forwarded to his local fax number and/or to receive the faxes in a pdf or tiff format by email. If forwarded to a local number, Client will be charged fax forwarding costs as per current price list.

The telephone and fax numbers remain property of the Agent.

AGENT'S RIGHTS AND RESPONSIBILITIES

The Agent may by notice suspend the provision of services for reasons of political unrest, strikes, or other events beyond our reasonable control.

The Agent is not liable for any loss as a result of failure to provide a service as a result of mechanical breakdown, strike, delay, failure of staff, termination of its interest in the building containing the business center or otherwise, unless it does so deliberately or are grossly negligent. The Agent is also not liable for any failure until the Client has informed the Agent and given a reasonable time frame to correct it. The Client agrees that the Agent will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, this agreement and/or the use of the services except to the extent that such loss, damage, expense or claim is directly attributable to its deliberate act or its gross negligence. The Agent will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss. The Agent strongly advises the Client to insure against all such potential loss, damage, expense or liability.

Unless there is an emergency, the Agent will as a matter of courtesy try to inform the Client in advance when it needs to carry out testing, repair or works other than routine inspection, cleaning and maintenance that may alter the quality of the rendered services.

The Agent will use all reasonable endeavors to ensure accurate and expeditious handling of communications for the Client but no responsibility shall attach to the Agent or its staff or agents for any injuries, damage or loss howsoever arising or to whomsoever caused.

The Agent shall have no liability to the Client in respect of any act, omission, neglect, delay or default by any of the Agent's staff or agents and whether in contract or in tort.

In the event of any parcel chattel packet or other object than mail addressed to the Client being delivered at our premises, the Agent will bear no responsibility in the event of the Client or the sender failing to remove the same within seven (7) days of receiving notice from the Agent of receipt of such item.

The Agent shall not accept any item which exceeds 1kg in weight or 30 centimeters in any dimension.

The Agent in its absolute discretion shall be entitled to (i) destroy any mail or messages not collected in accordance with these Terms of business and (ii) refuse to accept any quantity of items which the Agent considers unreasonable.

CLIENT'S RIGHTS AND RESPONSIBILITIES

The Client shall be entitled to receive the services subject to these Terms and Conditions.

The Client must only carry on business in the name specified on the Agreement.

IncorpToday's brand and logo are registered Trade Marks of the Agent. Clients may not use the IncorpToday logo and brand in any document or publication, including the Internet and in any way in connection with his/her business, unless previously agreed in writing with the Agent.

The Client must only use our office addresses for office purposes, and only for the business stated in the Agreement or subsequently agreed with the Agent.

The Client will not carry on any business which could be construed by the Agent as illegal, defamatory, immoral or obscene and will not use our addresses whether directly or indirectly for any such purpose.

The Client must not carry on a business which competes with the Agent business.

If the Client paid the Agent for establishing a mail forwarding service but not a Registered Agent service, the Client may use the address of our offices as his/her business address, but not as the Registered Office of his/her business, unless previously agreed with the Agent, and in this case there will be a further charge as per current price list.

The Client will fully indemnify the Agent against any expenses cost claims damages or penalties incurred by the Agent in connection with this Agreement in any occasion.

The Client will not send or deliver or cause to be sent or delivered to our locations any noxious harmful dangerous live perishable or bulky objects.

While the Agreement is in force and for six months after it ends, the Client must not solicit or offer employment to any of the Agent's staff. If the Client does so, the Agent estimates its loss at the equivalent of one year's salary for each of the employees concerned and the Client must pay the Agent damages equal to that amount.

The Client must supply copies of minimum two (2) personal identification documents, to be chosen among: passport, ID with photo, driver's license with photo, utility bill. Failure to present the required copies of these documents within 14 days from signing the Agreement may result in the Agreement being terminated and initial payment retained.

4. PROVISIONS FOR BUSINESS BANKING SERVICE

The banking service is only available to individuals over the age of 18, with the exclusion of the blocked individuals, entities, and/or countries listed by OFAC.

To comply with Applicable Regulations (including compliance with the Money Laundering Regulations 2010), Agent is required to verify the identity of the Client. Client authorizes the Agent to make credit reference, identity (including searching the electoral roll), fraud and other such searches and inquiries that may be necessary for these purposes of opening a bank account. The credit reference agency may check the details you supply against any particulars on any database (public or otherwise) to which they have access. They may also use your details in the future to assist other companies for verification purposes. You also authorize us to undertake further similar searches at regular intervals. A record of the search will be retained. You may also be required to provide additional information.

Client will have to provide to the Agent clear copy of a valid passport, clear copy of a second ID, original of a proof of residence, original of a bank reference letter or clear copy of last three personal bank statements.

The Client's passport must not be expired in order to be accepted by US banks. Second identification form can only be a driving license or national ID. The proof of residence must be recent (less than two months) and must show the personal address of the Client and be written in English. The bank reference letter must be written and indicate the bank officer's contact details.

Account opening is always at our discretion. We may therefore refuse to open an account for the Client without informing you of our reasons for doing so and Client agrees that we will have no liability to you for any loss you may incur if we decide not to open an account in your name.

When the necessary background checks have been made, we will contact the banking institutions that we work with and begin the setup process. Agent will deal with all necessary issues during this step. Once the account has been opened at a selected banking institution, then Agent will communicate the account details to the Client.

A US person will be appointed and authorized to open an account in your company name. An independent accountant will then be appointed to manage your account and issue wire transfers and checks based on your instructions. As the client, you will be provided a 24/7 access to online banking.

The bank account opening service is subject to the maintenance of an active mail forwarding service at our offices. If mail forwarding is terminated for any reason, the bank will close the account with immediate effect.

A minimum balance of USD $100.00 must be maintained in Client account at all times. Otherwise, the bank account may be closed without notice.

This service is provided by an independent accounting service. There is an annual fee of $275.00 paid to IncorpToday, and then the accountant charges a 3 % ($127 minimum) monthly processing fee to manage a bank account. Client’s account will be debited on the 1st of each month. The Client will maintain a minimum balance greater than $127.00 or 3% of the total volume from the prior month to cover the monthly management fee. If the amount is insufficient, Client will be allowed 72 hours to replenish the account before the account is closed by the Agent.

The Client will have to pay taxes in the US on all US source income. The Agent will withhold a certain % in order to pay taxes on behalf of the Client's US company. Basically, the Agent will act as a "withholding agent". For more information please refer to the IRS web site: http://www.irs.gov/Individuals/International-Taxpayers/Withholding-Agent

The Client will be required to maintain a rolling reserve equivalent to the total amount withdrawn from the bank account on average. The rolling reserve required for each business will be determined on a case by case basis.

Prior to the issuance of the bank debit card, there must be a minimum of 90 days of good transaction history on the account. All activity on the Client’s account during this period and after this period will be monitored by the Compliance Department at IncorpToday. At the end of the 90 day pre-screening period, upon request, you will be notified by an account specialist on whether or not you are eligible at that time. Please note: IncorpToday holds the right to block or terminate a card at any given time if it suspects or determines fraudulent activity on the Client’s account.

When an account is closed the Client will receive a banker check for the balance amount at the time of the closure. This closure check will be sent to the Client's address within 30 days from the closure date of the account. The check will be made payable to the Company name on the account.

Agent only handles the opening of business accounts and does not provide any personal banking service. Account will be opened for the Company owned by the Client. A valid Employee Identification Number(EIN) for the Company is required for account opening.

We may delay acting on your instructions if we reasonably feel that it is necessary (i) to obtain additional information from you to comply with any legal or regulatory requirement (including compliance with the Money Laundering Regulations 2010) or (ii) to investigate any concerns we may have as to the validity of your instructions. Where further enquiries are required, you authorize us to make credit reference, identity (including searching the electoral roll), fraud and other inquiries that we reasonably deem necessary for these purposes. We accept no liability for any financial loss arising from such a delay. Instructions that are not accepted will be returned to you where appropriate.

The bank may decide to close the Client's account at any time at its own discretion and does not have to provide any reason to the Client. In that scenario, the banking service is automatically terminated. The Agent will not refund the setup fee or the monthly compliance fees already paid to the Client in that case. If the Client wants to open another account with another banking institution then another banking service fee must be paid before proceeding.

The Agent may decide to close the Client's account at any time at its own discretion in cases when abnormal or fraudulent activity is detected. In that scenario, the banking service is automatically terminated. The Agent will not refund the setup fee or the monthly compliance fees already paid to the Client in that case.

The Agent is not liable for any loss as a result of any account closure and termination of any banking relationship. The Client agrees that the Agent will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, this agreement and/or the use of the services except to the extent that such loss, damage, expense or claim is directly attributable to its deliberate act or its gross negligence. The Agent will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss. The Agent strongly advises the Client to insure against all such potential loss, damage, expense or liability.

Agent will act as Client's representative to process domestic and international bank wires upon written or electronic instruction only. You may give us instructions by email, via a designated web portal (where the Company has agreed to this service) or by post. All communications between you and us, pursuant to these Terms and Conditions, must be in English.

Agent will also act as Client's representative to receive checks on behalf of the Client at our offices. Checks will then be sorted and deposited into the Client's bank account within seven (7) days.

Any documents or checks sent to the Client by the Agent and any documents or checks sent by the Agent to the Client will be sent at the Client's risk and Agent accepts no liability prior to receipt by us of any document or check, where relevant, after dispatch of any document or check to you.

Client authorizes the Agent to communicate with you by letter or electronic mail unless specifically requested otherwise by you in writing. All communications sent by Agent will be sent to the Client's last address as recorded or sent by electronic means to the Client's last email address provided to Agent. Communications sent to Client by post will be treated as received by you on the fifth business day after the day they were sent for addresses outside of the United States.

Client is responsible for keeping your details up-to-date by notifying us in writing of any change of name, address, credit card number, bank account details, telephone number or email address and providing us with the supporting documentation where required (e.g. in the case of a change of name, the deed poll or marriage certificate).

It is the Client's responsibility to provide us with the required documentation to allow the Agent to open the bank. If the Client fails to provide the Agent with the required documentation within thirty (30) days then the order will be automatically cancelled and no refund will be issued.

We will never provide you with any investment, trading, tax or financial advice or any investment management services. Nothing in these Terms and Conditions should be taken as a recommendation to buy, sell or hold shares in any company. You should rely on your own judgment when deciding whether or not to enter into any transaction contemplated by this Agreement or seek any advice or assistance you may need from an appropriate independent professional advisor.

5. GENERAL PAYMENT TERMS

The Client agrees to pay the Agent a monthly or annual fee (according our pricing list) in respect of the services until this agreement is terminated by either party, as per the terms of these terms of business.

All fees are immediately payable to Agent in respect of services to be provided. No service will be provided until full payment is made by the Client.

The Client also agrees to pay fees in respect of such additional services as required from time to time. Such additional fees may be fixed monthly fees or variable fees, depending on the additional services required, and will be calculated in accordance with the current price list. In the case of additional fixed fees, such fees shall be payable in advance and in full.

The first proportionate payment of such fixed monthly fees will be payable on the first date such services are provided to the Client in respect of the provision of such services from that date to the end of that calendar month. In the case of additional variable fees, such fees shall be invoiced in arrears and are payable immediately from invoice date.

All banking charges will be assumed and paid by the Client.

If payment is not made within 7 days of the due date the Agent shall be entitled to a late payment compensation fee of USD $85.00 (or USD $170.00 if the amount is above $1,000.00) in addition to interest on the sum due at the bank base plus 10% per annum, calculated on a daily basis.

In the event of the Client failing to discharge his liability to the Agent for the services provided by the Agent within seven (7) days of such payment becoming due, the Agent shall be entitled (i) to retain any correspondence addressed to the Client and telephone messages intended for the Client until the Client makes the payment owing to the Agent (ii) to exclude the Client from further use of any other services until all outstanding sums are paid and (iii) forthwith to terminate this Agreement.

If the Client disputes any part of an invoice, he/she must pay the amount not in dispute by the due date. The Agent reserves the right to withhold services while there are outstanding fees and interest or the Client is in breach of this Agreement.

6. DURATION AND TERMINATION

The Agent may terminate this Agreement immediately by giving notice to the Client if:

1. The Client becomes insolvent, go into liquidation or become unable to pay the outstanding debts to the Agent when due;
2. The Client is in breach of one of his/her obligations under this Agreement which is not resolved within 7 business days of Agent's notice.

If the Agent is no longer able to provide the ordered services then the Agreement will end and the Client will only have to pay fees up to the date it ends and for the additional services used. The Agent will try to find suitable alternative services for the Client but makes no guarantees and accepts no liability if the Agent fails.

If the Client is dissatisfied with the services for any reasonable reasons the Client may cancel this Agreement by giving written notice to the Agent within one (1) month from the commencement date of this Agreement whereupon this Agreement shall terminate immediately and the Agent shall refund the deposit and monthly fee less any optional additional charges that have not yet been paid for. Any setup fees, postal costs and handling fees already billed are not refundable.

If the Agent ends this Agreement for any of the reasons, the standard termination terms and conditions apply, it does not put an end to any outstanding obligation the Client may have to pay for additional services used and for the service fees for the remainder of the period for which the Agreement would have lasted had the Agent not ended it, or, if longer, for the period of one (1) month; and indemnify the Agent against all costs and losses incurred as a result of the termination.

When the Agreement ends, it will be the Client responsibility to notify people that the Client is no longer using the address of our offices. Unless arrangements are made for the Client's mail to be forwarded to an address specified by the Client, mail forwarding fees are charged to the Client as per current price list, the Agent may destroy or return to sender all mail which arrives at our offices. The Client agrees that the Agent will have no responsibility to the Client in respect of any such mail.

The mail forwarding Agreement shall (subject to the Agent's rights of determination in accordance with these Terms and Conditions) subsist of a minimum period of one year from the commencement date specified in the Agreement.

The Agreement will be automatically renewed at each yearly interval from the commencement date, for additional periods of 12 months, unless terminated by either party with a 90 days written notice to the other or pursuant to standard termination clause.

7. LIMITATION OF LIABILITY

Client acknowledges that due to the imperfect nature of verbal, written and electronic communications, neither Agent nor Agent's affiliates, landlord or any of their respective officers, directors, employees, partners, agents or representatives shall be responsible for damages, direct or consequential, that may result from the failure of Agent to furnish any service, including but not limited to the service of conveying messages, communications and other utility or services. Client's sole remedy and Agent's sole obligation for any failure to render any service, any error or omission, or any delay or interruption of any service, is limited to an adjustment to Client's bill in an amount equal to the charge for such service for the period during which the failure, delay or interruption continues.

With the sole exception of the remedy described above, client expressly and specifically agrees to wave, and agrees to wave, and agrees not to make, any claim for damages, direct or consequential, including with respect to lost business or profits, arising out of any failure to furnish any service, any error or omission with respect there to, or any delay or interruption of services. Agent disclaims any warranty of merchantability or fitness for a particular purpose.

Any notice given by either party shall be in writing and shall be deemed sufficiently served (i) in the case of notice to the Agent at the Premises or such other addresses or shall have been notified by the Agent for the receipt of notices and (ii) in the case of notice to the Client at the addresses indicated in the Agreement or such other addresses have been notified by the Client to the Agent for the receipt of notices, including at the email address of the Client.

Any notice sent by post should be deemed received by the addressee in the normal course of posting.

All formal notices must be in writing and will be considered given to the Agent if delivered personally to the Agent at our offices, or sent by courier or first class post to its Registered Office address or to the address indicated in the Agreement.

The terms of the Agreement are confidential. Neither party must disclose them without the other's consent unless required to do so by law or an official authority. This obligation continues for one (1) year after the Agreement ends.

The Client must also pay any costs, including reasonable legal fees, which the Agent incurs for enforcing the Agreement.

The Agreement is personal to the Client and is not capable of assignment.

The Agent may transfer the benefit of the Agreement and its obligations under it at any time.

If any provision of this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the agreement which will continue in full force and effect. No waiver of any default by the Client will be implied from the Agent's failure to take action in respect of such default.

The Client agrees that the Agent may process, disclose or transfer (including outside the US to any countries) any personal data which it holds on or in relation to the Client, provided that in doing so the Agent take such steps as it considers reasonable to ensure that it is used only to fulfill the Agent obligations under this Agreement or for work assessment and fraud prevention.

The Agreement shall be governed by and construed in accordance with the court of law in the United States. Both the Agent and Client accept the non-exclusive jurisdiction of the Chancery Court of Delaware.