Formation & Administration
Services of Corporations
Terms & Conditions of Business
In these terms and Conditions of Business:
"Client" means the person who has requested WB Limited to provide
services or any other person who has agreed to pay for services or has
previously remitted payment for those services.
"Company" means any one or more companies or trusts for which the Client
has asked WB Limited to provide services.
"Person" shall include, as far as the context admits, any person, firm
company or other body incorporated or unincorporated.
"Services" means any company formation, management, documentary, trust
or trustee services, administration service, or any other provision
of a service provided to the Client or his Company or a trust for or
on behalf of the Client.
"Trust" means any trust or settlement established or administered for
or on behalf of the client. Words importing one gender include all other
genders and words importing the singular include the plural and vice
FEES AND SERVICES:
The Client agrees to pay the fees charged by WB Limited which
fees include annually recurring amounts but, although effort is made
to maintain the same fee level for as long as possible, WB Limited
reserves the right to increase the level of fees payable. Any such increase
will be notified to the Client in advance.
The fees are set out on the basis of immediate settlement by the Client.
When WB Limited invoices for annual services, 20 % may, at the
discretion of WB Limited be added to the fees invoiced but the
additional amounts is fully allowable as a discount if the invoice is
paid within 30 days.
In the event that the Client fails to settle invoices properly rendered
to him by WB Limited within the period for payment notified
on that invoice then the Client authorises WB Limited to deduct
the fees from any account, monies or property under the control of WB
Limited and belonging to the Client or the Company.
If the Client no longer requires the Services provided by WB
Limited then within 30 days of receipt of the invoice for the forthcoming
year's Services the Client shall advise WB Limited accordingly.
If the Client does not so inform WB Limited then he shall be
deemed to have accepted liability to pay for the Services for the forthcoming
12 months period and shall be liable for the payment of the invoice
Domiciliary and management services are provided on a yearly basis and
WB Limited will not, without prior agreement, provide such services
for shorter periods or for part only of the yearly billing period.
A termination fee shall be payable by the Client to WB Limited
upon the Services no longer being required whether this be due to liquidation
of a company or trust, disposal of a company, transfer of the management
of a company or trust or otherwise. The fee payable shall be US$1,000
in respect of each company or trust established in the country for which
WB Limited quote fees in US Dollars or £600 in respect of each
company or trust established in a country for which WB Limited
quote fees in Pounds Sterling. This termination fee will be charged
additionally to any fees payable for documentary work, time spent in
effecting such termination and disbursements payable to third parties.
WB Limited reserves the right to decline instructions from a
prospective Client without giving any reasons.
Where WB Limited is providing Directors and/or Company Secretary
("Officers") to or for the Company then:-
i) The Officers will at all times be willing to consider and entertain
requests and suggestions from the Client but they will not be willing
to act in any manner which appears to them to be dishonest, illegal,
improper, or incorrect.
ii) WB Limited will procure the resignation of the Officers
they provide upon written request from the Client.
iii) The Client will at al times indemnify and keep indemnified the
Officers in respect of all actions, claims and demands, losses and costs
made against or suffered or incurred by the Officers in the exercise
or purported exercise of their duties unless the Officers shall be guilty
of personal dishonesty.
Where WB Limited is providing registered office facilities to
or for the Company then:
i) No reference shall be made to that registered offices address in
any advertisement or public announcement without the specific consent
of WB Limited thereto.
ii) The facility is available on the basis of license revocable at will
by WB Limited and the Client will upon request from WB Limited immediately
transfer the registered office address to another
address selected by the Client.
iii) From time to time, it may be necessary for WB Limited to
move its offices to another location and such a move may well make it
necessary for the registered office address(es) of the Company to be
changed. WB Limited undertakes to give the Client as much advance
notice as possible of any such move but it will not accept responsibility
for any costs incurred by the Client as a result thereof.
So that WB
Limited may at all times be able to contact the Client should the need
arise, the Client hereby agrees to inform WB Limited immediately
upon changing his usual business address or residential address or telephone
or fax number.
All instructions or requests for action shall
be transmitted to WB Limited by the Client in writing. WB Limited may,
at its discretion, agree to action any request or instruction
given otherwise than in
writing only on the express understanding that WB Limited shall
not be liable in respect of any misunderstanding or error occasioned
in processing such action or request acted upon in good faith.
in relation to the administration of the Company shall be deemed to
have been properly communicated to the Client, including sending of
the annual renewal notice and yearly invoice, if sent to the address
notified to WB Limited by the Client in accordance with these
Conditions of Business and all such communications shall be deemed to
have been properly received by the Client seven (7) days after posting
such communication to the Client. It shall not be necessary for WB
Limited to provide proof of postage.
WB Limited shall not be liable for any failure to comply wholly
or in part with any instructions and shall not be responsible for non
receipt of instructions. The Client shall have no claim whatsoever against
WB Limited in respect of anything done or omitted to be done
or in respect of any exercise of any discretion unless same shall be
mala fide or fraudulently.
In its web site, and other materials WB Limited provides information,
inter alia, on corporate, trust, and commercial matters. Such information
does not purport to be legal or other professional advice and cannot
be taken to constitute such advice.
Upon request, the Client agrees to provide WB Limited with whatever
information WB Limited may reasonably require about the background
of the Client and/or the dealings and the business of the Company.
Any dispute or difference arising between the Client and WB
Limited from or out of the provision of the Services by WB Limited
or in connection with these Terms and Conditions of Business shall be
referred to and determined by a sole arbitrator ("the Arbitrator") such
arbitration to be held in the same jurisdiction as the situs of the
particular office providing those Services or, if WB Limited
shall deem it more convenient or appropriate, in Gibraltar. The Arbitrator
shall be appointed by agreement between the parties. For the avoidance
of doubt the Client and WB Limited agree that the decision of
such arbitration shall be binding on all parties to that arbitration.
206 2022688, +44
870 1387648, +385 51 214355