Terms of Business

By using our website www.offshorelicense.com (the “Website”) or ordering our services you agree to all of the terms and conditions described below and you agree to be legally bound by these terms and conditions, which shall take effect immediately on your first use of our Website. If you do not agree to be legally bound by all the following terms, please do not access and/or use our Website.

We may change these terms at any time replacing the previous version. The date beneath the Terms and Conditions will mark the latest updated version. Please review these terms regularly to ensure you are aware of any changes made by us. Your continued use of our Website after changes are posted means you agree to be legally bound by these terms as updated and/or amended.

These Terms and Conditions govern any use of the Website as a guest or registered customer.

Terms and Conditions

  1. Scope of Application
    1. Terms and conditions of business (hereinafter referred to as the “Terms and Conditions”) laid down in this document are intended to govern the business relations between OFFSHORELICENSE LIMITED (hereinafter referred to as the “OFFSHORELICENSE”), Reg. Number: 2363657, whose registered address is at 8/F Kongling Building 100, Jervois Street, Sheung Wan, Central District, Hong Kong, or any of its subsidiary company, including, but not limited to OFFSHORELICENSE LLP, registered in the United Kingdom and its clients that are willing to use any services of OFFSHORELICENSE (hereinafter referred to as the “Client”), OFFSHORELICENSE and Client hereinafter together will be referred to as “Parties”.
    2. These Terms and Conditions shall form an integral part of any agreement concluded between the Client and OFFSHORELICENSE (hereinafter referred to as the “Agreement”) on the execution of the OFFSHORELICENSE order form either by paper form, e-mail form or by online order on OFFSHORELICENSE’s website (www.offshorelicense.com) (hereinafter referred to as the “Website”). By willing to receive services from OFFSHORELICENSE and entering into an Agreement (any written or oral agreement) with OFFSHORELICENSE, the Client accepts these Terms of Business.
    3. Any Terms and Conditions which deviate from, contradict or supplement these Terms and Conditions shall not become a part of any Agreement, unless otherwise specifically agreed in writing between the Client and OFFSHORELICENSE.
    4. In the event of any conflict between the present Terms and Conditions and any Agreement, the provisions of the Agreement shall prevail over the present Terms and Conditions.
    5. OFFSHORELICENSE reserves the right to change the Terms and Conditions at any time with immediate effect. OFFSHORELICENSE shall notify of these changes either by posting relevant updates on the website with indication of the latest update or by other means it may choose from time to time. Amendments shall be deemed to be approved by the Client unless OFFSHORELICENSE receives a written objection thereto within four weeks from the date of the notice.
  2. Provision of Services
    1. Any formation of a company, trust, partnership, foundation or any other entity (hereinafter together referred to as the “Entity”), provision of the registered office, registered agent, company secretary, director, officer, shareholder, maintenance of corporate records and accounts, preparation and filing of financial statements and annual returns and/or any other management or administration services or any type of service requested by the Client as contained in the directory of services of the OFFSHORELICENSE, or specified in advertising materials of the OFFSHORELICENSE, it Website and/or any other service(s) ordered/ requested/accepted in jurisdiction specified by Client, will constitute OFFSHORELICENSE’s offered services (hereinafter referred to as the “Services”)
    2. Such services as assistance with opening of a bank account or any other payment account (hereinafter referred to as the “Bank Account Opening”), supply of nominee directors and nominee shareholders (hereinafter referred to as the “Nominee Services”), internet merchant account, company logo, company seal, company rubber stamp, power of attorney, notarization & apostille on documents will constitute OFFSHORELICENSE’s offered additional services (hereinafter referred to as the “Additional Services”).
    3. All Additional Services will be provided on the basis of a written agreement between the Client and the relevant provider of the Additional Services, except for seals, stamps and logos, notarization and Apostille.
  3. Obligations of OFFSHORELICENSE
    1. The OFFSHORELICENSE undertakes to
      1. take into consideration requests and instructions of the Client;
      2. in their absolute discretion, agree to act upon Client’s request or instruction given otherwise than in writing, in which case, however, the OFFSHORELICENSE, shall not be liable for any misunderstanding or error occured in processing such request or instruction acted upon in good faith;
      3. provide services with reasonable skill and care and in accordance with the professional standards expected of the OFFSHORELICENSE and in a timely manner;
      4. rely upon the accuracy of information provided by the Client, authorized persons or by others on the Client’s behalf;
      5. OFFSHORELICENSE shall be entitled to rely upon the information provided by the Client to the maximum extent allowed by law when carrying out the Client’s instructions without seeking to verify the information provided by the Client;
      6. take reasonable steps to safeguard the security and confidentiality of information; however, the Client acknowledges that the OFFSHORELICENSE cannot guarantee its total security and confidentiality as specified in Clause 13.1 and its sub-clauses, and for unforeseen circumstances;
      7. consider the Services and/or Additional Services as completed and rendered finished after the necessary documents are passed to the Client or after the Client has started operating with the result of Services and/ or Additional Services, unless otherwise agreed in writing.
  4. Obligations of Client
    1. The Client certifies and agrees
      1. to accept the OFFSHORELICENSE’s Terms and Conditions and any amendments by browsing Website or purchasing Services and/or Additional Services which may be also agreed in writing by expressed written whish of either of the Party;
      2. to provide OFFSHORELICENSE with such information, assistance and cooperation as OFFSHORELICENSE may, in their absolute discretion, require for the purpose of provision of Services and/or Additional Services. OFFSHORELICENSE will not be responsible for any consequences that may arise from Client’s failure to comply with this requirement, which may incur additional fees that will be charged to and become payable by the Client.
      3. not to give any instruction, order or make any request to OFFSHORELICENSE, which would cause OFFSHORELICENSE to breach the law of any country.
      4. that it is the Client's responsibility to provide the OFFSHORELICENSE with complete and accurate information and instructions which are necessary to ensure that the Client complies with applicable legislation. The OFFSHORELICENSE will not be responsible for any consequences which may arise from any delay or failure by the Client to do so and these may also result in additional fees for which the OFFSHORELICENSE may raise invoices.
      5. that OFFSHORELICENSE may (but shall not be obliged to) rely on communications received from the Client in determining what steps OFFSHORELICENSE are required to take in administering his Entity or providing the Services and/or Additional Services;
      6. that the Client excludes the OFFSHORELICENSE to the maximum extent permitted by law from all liabilities that may arise from how the Client accesses, uses or conducts any activities with the result of the Services and/or Additional Services or Website;
      7. that in case if the Client fails to repeatedly provide the documents or information required by the OFFSHORELICENSE in order to complete the Services and/or Additional Services, and upon written notification of any employee of the OFFSHORELICENSE, the Services and/or Additional Services will be considered as completed and initial pre-payment paid by the Client for the start of the Services and/or Additional Services will not be refunded;
      8. to give OFFSHORELICENSE at least 30 days’ advance written notice of his intention to discontinue the Services and/or Additional Services.
      9. that in the event of termination of Services and/or Additional Services by the request of the Client after the start of the Services, the OFFSHORELICENSE shall not be obliged to return any fees and payments, unless otherwise agreed in writing;
      10. that in the absence of reckless disregard or failure to act, or intentionally causing consequences on the part of OFFSHORELICENSE under performance of this Agreement, the Client shall bear all risk of loss and damage caused by any instruction, request or information not being sent or received, by any such communication being incomplete, illegible, ambiguous or in error, or by any instructions or communication being issued by unauthorized third parties unlawfully purporting to represent the Client.
      11. that any violence or abuse towards the staff of the OFFSHORELICENSE will not be accepted by the OFFSHORELICENSE. Violence is not restricted to acts of aggression that may result in physical harm, but also includes behaviour or language (whether verbal or written) that may cause staff to feel afraid, threatened or abused, and may include threats, personal verbal abuse, derogatory remarks and rudeness. The OFFSHORELICENSE also recognizes unreasonable demands and, demands that start to impact substantially the work of the OFFSHORELICENSE to be types of abusive behaviour. In these cases, the OFFSHORELICENSE may include restricting communication to written form, to correspondence only via emails or refusing further communication as such.
      12. to settle without delay any sum due to OFFSHORELICENSE including fees, disbursements and expenses incurred by OFFSHORELICENSE in connection with the Entity and/or with the provision of the Services and/or Additional Services.
  5. Anti-Money Laundering and Due Diligence
    1. The Client certifies and agrees:
      1. prior the commencement of OFFSHORELICENSE Services and/or Additional Services to provide OFFSHORELICENSE with due diligence documentation, without limitation to: original certified copies of identity documents, a 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 OFFSHORELICENSE’s instructions if any.
      2. that the OFFSHORELICENSE should at any time be required by law to hold or have an up to date know your customer (KYC) information including but not limited to certified, valid proof of identification and proof of address on file. The Client expressly agrees and accepts to disclose and provide to OFFSHORELICENSE such documents or any other information that OFFSHORELICENSE may consider necessary or desirable both at the Client acceptance stage and on an on-going basis without delay in order that OFFSHORELICENSE could meet their legal obligations.
      3. that he or his sub-ordinates will not knowingly and intentionally or unintentionally use the OFFSHORELICENSE or results of OFFSHORELICENSE provided Services and/or Additional Services for money laundering, terrorist financing or any other illegal purposes;
      4. to provide OFFSHORELICENSE with such information as OFFSHORELICENSE considers necessary in order to ensure that the OFFSHORELICENSE complies with applicable legislation on anti-money laundering and due diligence.
      5. that he is responsible for ensuring that the information provided to OFFSHORELICENSE is correct and up-to-date.
      6. that assets or funds introduced to a OFFSHORELICENSE do not represent either directly or indirectly the proceeds of a crime or other illegal activity. In order to enable OFFSHORELICENSE to meet its legal obligation, the Client shall keep OFFSHORELICENSE fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the Entity.
  6. Communication and Instructions
    1. The Client and OFFSHORELICENSE may send to each other instructions, notices, documents or any other communication either by mail, e-mail or by Skype, PROVIDED ALWAYS, that OFFSHORELICENSE may send fee notes by e-mail message attachment. The Client and OFFSHORELICENSE shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed if to OFFSHORELICENSE, at its registered office or at such other address as OFFSHORELICENSE 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 OFFSHORELICENSE from time to time, including holding mail instructions that shall be agreed upon in writing. So, that OFFSHORELICENSE may at all times be able to contact the Client should the need arise, the Client agrees to inform OFFSHORELICENSE immediately upon changing his/her address and e-mail address or telephone/fax number or Skype address.
    2. Client is obliged to notify OFFSHORELICENSE in promptly manner and at all times about full and up-to-date details regarding his residential address, telephone and fax numbers and email address, skype in addition to any business or other contact address as may have been provided by him.
  7. Fees and Payment Terms
    1. The Client agrees to pay the fees charged by OFFSHORELICENSE for provision of Services pursuant to schedule of fees that is available on the Website on the day of order of such Services.
    2. The Client agrees to pay the fees charged by OFFSHORELICENSE for provision of Additional Services in pursuant to fees issued by OFFSHORELICENSE in written or verbal communication.
    3. Fess for provision of Services and Additional Services (hereinafter together referred to as the “Fees”).
    4. The Fees charged by OFFSHORELICENSE may be notified to, or agreed with the Client through direct communication. OFFSHORELICENSE reserves the right to, if in OFFSHORELICENSE’s reasonable opinion, the economic conditions so necessitate, increase the fees for Services and Additional services without obligation to inform, or seek prior approval from, the Client.
    5. In addition to the Fees, 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 Entity, preparing any forwarding any notice or statement and all other like expenses.
    6. Due to Client’s specific requests any Fees or out-of-the pocket expenses may change without notice.
    7. OFFSHORELICENSE starts an execution phase only after the receipt of the half/full payment of the Fees. All Fees and charges are payable in the currency nominated by OFFSHORELICENSE. The Client is not authorized to withhold Fees or incurred out-of-the pocket expenses and interests due to any Services and/or Additional Services, guarantee or liability-related claims. In the same manner, any right of off-set on the part of the Client is hereby excluded.
    8. Any fees other than fees for Entities shall be payable as per invoices issued by OFFSHORELICENSE to the Client. If Client fails to settle any invoice within a period as shall be specified in the invoice, OFFSHORELICENSE reserves the right not to provide any Services or ant Additional Services and/or to discontinue the provision of Services and/or Additional Services, and shall not be responsible for any costs, fees, duties or taxes owed by the Client to any agent and/or government authority in any jurisdiction, any fines or fees incurred by the Client as a result of such withdrawal of Services and/or Additional Services, nor for any consequential loss or claim made against the Client by any third party arising due to the non-payment. If the Client maintains credit balance with OFFSHORELICENSE and fails to settle any invoice within specified deadline, OFFSHORELICENSE shall have the right to withdraw the respective due amount from such credit balance without Client's prior consent.
    9. The price for any Services and/or Additional Services excludes taxes on Services and Additional Services unless specified otherwise.
    10. OFFSHORELICENSE’s Fees will be based on the fee schedule in force at the time when the order is made and when work is being performed.
    11. OFFSHORELICENSE reserves the right to periodically update any prices including but not limited to those on Website and to add to, amend, or withdraw any Services and/or Additional Services or any other services that are offered, without prior notice, except for cases when the Client is already using the said service. In this case, OFFSHORELICENE will notify the client within 3 calendar weeks of such changes.
    12. OFFSHORELICENSE shall not be liable to anyone for withdrawing or amending any of Services and/or Additional Services or other OFFSHORELICENSE’s offers, or for refusing or failing to process an order.
    13. OFFSHORELICENSE will not pay any interest on any money held on behalf of the Client or the Entity established and/or administrated by OFFSHORELICENSE.
    14. The Client shall owe OFFSHORELICENSE 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 OFFSHORELICENSE begins the performance of the service.
    15. Client who uses a credit card as mean of payment accepts that the OFFSHORELICENSE bills their credit card for the full amount of the fees and/or expenses, taxes, duties due to the OFFSHORELICENSE in connection with the Services, Additional Services, plus any disbursements or out-of-pocket expenses.
  8. Foundation and Management of an Entity
    1. The Client shall owe OFFSHORELICENSE a one-time set-up fee for enabling the foundation of an Entity in addition to the annual fees. The set-up fee varies according to the jurisdiction and includes an Entity’s head office (address), a registered agent and all the documents required for the Entity 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).
    2. The annual fee is a one-time charge per year paid upon registration or renewal of registration of an Entity. It includes the on-going verification that the Entity 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.
    3. The Client shall owe OFFSHORELICENSE 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 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 Entity, preparing any forwarding any notice or statement and all other like expenses.
    4. The Client acknowledges the right of the OFFSHORELICENSE to review annual fees. The Client can pay the Entity set-up fee by any legal means, including through legal counsel.
    5. Where OFFSHORELICENSE has been requested by the Client to provide shareholders, directors or other Officers for his Entity, OFFSHORELICENSE may accede to such request and designate any person to any such office or position, including any subsequent change, replacement or removal of such appointees, who may be either a physical or legal person.
    6. In the event of the relocation involving the change of the Client’s Entity’s registered address and registered office, OFFSHORELICENSE shall give the Client twenty (20) calendar days’ notice of such change. OFFSHORELICENSE shall not be responsible for any associated costs incurred by the Client as a result of such change.
    7. The Client is obliged to give OFFSHORELICENSE written prior notice when seeking to change the beneficial ownership of the Entity.
    8. Client certifies that each of the directors to be named on an Entity in accordance with an order form submitted to OFFSHORELICENSE and who has not signed a "Consent to Act as Director" has consented to be a director of the Entity on its incorporation and that each director who is a natural person and has attained the age of 18 years.
  9. Bank Account Opening
    1. OFFSHORELICENSE can perform the service of assistance of opening a Bank Account in a certain bank for the Client. In this framework, OFFSHORELICENSE 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 OFFSHORELICENSE 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.
    2. If Client request a Bank Account Opening service, Client agree that his personal are details being submitted on his behalf to the bank.
    3. The business bank accounts are opened and provided by the banks and subject to the terms and conditions as set forth by the banks at the time of the Bank Account Opening.
  10. Provision of Officers or Nominee Services
    1. OFFSHORELICENSE shall at all times be willing to consider and entertain Client’s requests to provide Officers or Nominee Services to the Client’s Entity subject to acceptance, restrictions and limitations provided for in these Terms and Conditions.
    2. Where OFFSHORELICENSE provide officers or Nominee Services, the Client must
      1. at all times, upon request of OFFSHORELICENSE, pay OFFSHORELICENSE such sums as may be required to enable the Entity discharge, in full, any liabilities (including OFFSHORELICENSE’s fees);
      2. upon written request of OFFSHORELICENSE immediately provide information to enable OFFSHORELICENSE to prepare annual or other statutory returns, financial or other statements in relation to the Entity;
      3. immediately advise OFFSHORELICENSE in writing of all legal proceedings, claims and demands made or threatened against the Entity or OFFSHORELICENSE;
      4. keep and maintain and upon request deliver to OFFSHORELICENSE accurate financial and business records.
    3. The Client acknowledges and understands that officers or nominees may incur personal liabilities if certain statutory obligations relating to the Entity are not complied with and that compliance with such statutory obligations is dependent on the Client promptly paying fees and responding to requests for information. If the Client fails to pay fees when due or called for, or respond promptly to requests for information, the Officers or nominees shall be entitled to resign from their offices, and the Client hereby irrevocably and unconditionally appoints OFFSHORELICENSE its attorney and/or agent for the purpose of appointing the Client as Officer in OFFSHORELICENSE’s place.
    4. The officers or nominees provided by OFFSHORELICENSE to act as directors in a Client’s Entity shall be acting exclusively upon instructions received from the Client and therefore will not be involved in day-to-day operations and/or signing of contracts for or on behalf of the Entity, or act as a guarantor on behalf of the Client and/or the Entity.
    5. An officer or nominee acting as Director in the Client’s Entity, may entertain the Client’s request to sign contracts and/or various documents and for a fee to be agreed from time to time with the Client.
    6. An officer or nominee acting as director in the Client’s Entity, will not place their signature on agreement, or document, which refer to any loans or encumbrance made on behalf of the Entity or any other agreement or document, which in the opinion of the officer or nominee, constitute high risk and may create liability to the Entity, OFFSHORELICENSE and officers or nominees acting as directors in the Client’s Entity.
    7. For the avoidance of doubt, OFFSHORELICENSE shall have no liability of whatever nature for any matter arising out of an instruction to act as either nominee shareholder or secretary, and Client hereby agrees to indemnify OFFSHORELICENSE in respect of all and any liability so arising.
    8. At the end of the nominee shareholder service, Client should notify OFFSHORELICENSE of the name and address of the person or Entity who is to receive the share that OFFSHORELICENSE hold. If Client fails to provide the name and address of the new shareholder, after 30 days OFFSHORELICENSE will transfer the share to the beneficial owner.
    9. At the end of the nominee secretary service OFFSHORELICENSE will resign secretary appointment. It is then Client’s responsibility to appoint a new secretary if Client wishes to have one. OFFSHORELICENSE can prepare board meeting minutes and appoint a new secretary on Clients’s behalf, for an additional fee. OFFSHORELICENSE does not update the statutory registers.
  11. Registered Office Address
    1. Where OFFSHORELICENSE provides the registered office and registered address to the Entity, the Client will at no time make any reference to the registered office address in an advertisement, public announcement, promotion, or a website, without prior written consent of OFFSHORELICENSE. At no time the Client may present such registered office and registered address as the location of the actual business operations of the Entity, its commercial records, management and control.
  12. Renewal
    1. The Client is liable to inform the OFFSHORELICENSE regarding the intention for renewal of any Services and/or Additional Services including but not limited to the renewal of Entity or Nominee Services at least one month prior to the anniversary date of the incorporation of Entity.
  13. Cessation of Services
    1. OFFSHORELICENSE is entitled by written notice to cease provision of Services and/or Additional Services to the Client, if:
      1. it comes to the attention of OFFSHORELICENSE that the Services and/or Additional Services are ordered for use of activities, which were not declared and referred to in the written or online application submitted by the Client to OFFSHORELICENSE during provision of Services and/or Additional Services, and/or these activities are considered to be illegal or prohibited pursuant to any national legislation;
      2. in the event that any legal proceedings are commenced against the Client or its Entity incorporated by OFFSHORELICENSE;
      3. any claim, demand or action is made against the Entity for payment of any sums due either to OFFSHORELICENSE or to a third party, including without limitation any taxes, duties, fees, government or state levies, and such payment has not been made;
      4. OFFSHORELICENSE requires assistance or information from the Client and has been unable to obtain such assistance or information.
      5. If it comes to the attention of OFFSHORELICENSE that Client intends or is conducting unacceptable business activates as specified under Clause 26.1 and its sub-clauses.
    2. If the Client is in breach of any of his obligations or undertakings assumed under these Terms and Conditions and/or events prescribed in Clause 13.1 and its sub-clauses and fails to remedy such breach within 14 calendar days following a notice issued by OFFSHORELICENSE, then OFFSHORELICENSE may undertake any of the following:
      1. refrain from any action or activity whatsoever, be it in relation to a particular matter or to the Entity; or
      2. utilize any assets of the Entity or means available to OFFSHORELICENSE or to the Entity towards a defence against such claim, demand or action, or satisfaction of such claim, demand or action; or
      3. take any other course of action that OFFSHORELICENSE may, in their absolute discretion, consider appropriate to protect themselves and the Entity.
      4. commence proceedings to wind-up and liquidate the Entity;
      5. OFFSHORELICENSE shall not be liable for any loss or damage to the Client or his Entity incurred in the circumstances described in this Clause 13.1 and 13.2 and their sub-clauses.
    3. OFFSHORELICENSE may refuse to act on any request or instruction, which appears to be incomplete, unclear, ambiguous, conflicting or of unclear authenticity, and shall not be liable for any loss or damage for their failure to act until such deficiencies are rectified to their satisfaction.
  14. Confidentiality
    1. OFFSHORELICENSE shall keep confidential all documents, communications and information attained from the Client to the maximum extent possible and according to standards of information securing, unless prior written consent has been given by the Client permitting the contrary. This confidentiality will not be applicable where:
      1. OFFSHORELICENSE may be obliged by order of a court or a competent authority to disclose evidence and information to courts or authorities in connection with the Client or Client’s Entity’s affairs. Where OFFSHORELICENSE receive such a disclosure order, OFFSHORELICENSE shall, unless prohibited by law or by the terms of such order, notify the Client of same.
      2. Any demand is made or action is taken by a third party against the Entity, or where any other circumstances arise which may, in the opinion of OFFSHORELICENSE, necessitate an action to be taken regarding the affairs of the Entity in order to protect the best interests of the Client, the Entity or OFFSHORELICENSE, and if in such circumstances OFFSHORELICENSE are unable to obtain clear, adequate and lawful instructions from the Client, then OFFSHORELICENSE shall be entitled to proceed in any way it may deem fit, reasonable or appropriate under the circumstances.
  15. Duration, Termination and Suspension of Services
    1. Any Agreement lasts for the period stated in it and will then automatically be extended for successive periods equal to the length of the initial term. In all other aspects, any Agreement will automatically renew on the same Terms and Conditions. Either OFFSHORELICENSE or the Client can terminate any Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least two months’ written notice to the other. Termination shall be without prejudice to any rights or liabilities of Parties either arising prior to termination or arising in respect of any act or omission occurring prior to termination. The right to immediate termination for good cause remains unaffected.
    2. In case of violation of applicable laws or the present Terms and Conditions by the Client, OFFSHORELICENSE may terminate any Agreement with immediate effect, including any Agreement regarding Services and/or Additional Services provided by OFFSHORELICENSE’s affiliated companies or third parties. In such a case the Client must take all necessary actions to replace any position being vacant in any Entity as a consequence of any such termination and it is explicitly agreed that OFFSHORELICENSE cannot be held liable for any damage following such an immediate termination.
  16. Refunds and Cancellations
    1. No refunds are given after Client's order has been executed by OFFSHORELICENSE partially or in full. No refunds will be made where OFFSHORELICENSE cease to provide Services and/or Additional Services due to any breach by the Client of the warranties, obligations and undertakings as specified in these Terms and Conditions.
    2. If Client purchases any of the provided Services online via Website and decides to cancel the order before OFFSHORELICENSE starts to execute such order, OFFSHORELICENSE will refund all monies paid by the Client, except for an administration charge of USD 200, which include merchant charges, order processing fees and other incidental expenses.
    3. If Client purchases any of the provided Services online via Website and decides to cancel the order when OFFSHORELICENSE has already started executing such order, OFFSHORELICENSE has a right not to refund the pre-payment received from the Client.
    4. If OFFSHORELICENSE cease to provide Services and/or Additional Services or should the Client advise OFFSHORELICENSE that they no longer require the Services and/or Additional Service, the Client must pay OFFSHORELICENSE any already incurred fees, which remain outstanding and fees or costs, which may be incurred by OFFSHORELICENSE transfer, termination or exit fee.
    5. If Client has conducted such activities as prescribed in Clause 13.1 and its sub-paragraphs.
  17. Use of the Website
    1. By accessing Webpage and all subsidiary web pages within the site, Client agrees to Terms and Conditions in full, together with any additional or specific terms and conditions of business that OFFSHORELICENSE may draw to Client attention prior to Client purchasing any Services from or via Website.
    2. All material on the Website and our social media pages is provided for information purposes only and does not constitute legal, accounting, professional advice or legally binding OFERTA of any other kind; therefore, it cannot and should not be relied upon as such. If Client requires any professional advice or services, OFFSHORELICENSE recommends Client to consult a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from Website.
    3. Client accepts that any comments that he post on Website and/or social media pages can be viewed by the public, and that OFFSHORELICENSE have no control over, or liability for, the way in which this information is used by any third party who views Client’s comments.
    4. All orders that Client place through Website are deemed to be an offer by Client to purchase certain Services that OFFSHORELICENSE offer, subject to these Terms and Conditions and our acceptance of the order. OFFSHORELICENSE may choose to reject any order in accordance with Clause 12 and its sub-clauses.
  18. Updates and changes to the Website
    1. OFFSHORELICENSE aims to update the Website regularly but OFFSHORELICENSE cannot guarantee that information will be accurate, complete and current at all times. OFFSHORELICENSE may update this information when necessary, and all information on the Website is subject to such modification from time to time without notice; however, OFFSHORELICENSE makes no representations, warranties or undertakings of whatever nature about the information, content or materials provided on the Website. This includes, without limitation, the quality, accuracy, completeness and reliability of the information.
    2. OFFSHORELICENSE will use reasonable efforts to keep the Website available to Client but it is subject to on-going updates and improvements, and OFFSHORELICENSE reserves the right to change or remove (temporarily or permanently) the Website, or any part of it, without prior notice. By accepting Terms and Conditions, Client confirms that OFFSHORELICENSE shall not be liable to Client for any such changes or removals that may take place.
    3. Changes to Terms and Conditions may be made at any time. Client’s use of the Website and the purchase of Services are also subject to any such changes. Client accepts personal responsibility to check if any changes have been made to the Terms and Conditions every time Client visits the Website or purchase Services from the OFFSHORELICENSE.
  19. Website Disclaimer
    1. The information contained in Website is for general information purposes only. The information is provided by OFFSHORELICENSE and while OFFSHORELICENSE endeavour to keep the information up to date and correct, OFFSHORELICENSE makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the Website for any purpose. Any reliance the Client place on such information is therefore strictly at Client’s own risk.
    2. The Website is provided on an "AS IS" and "AS AVAILABLE" basis without any representation or endorsement made, and without warranty of any kind - whether expressed or implied - including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
    3. In no event, will OFFSHORELICENSE be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, access to, and use of this Website - whether due to reckless disregard of OFFSHORELICENSE, breach of duty or otherwise - is excluded to the maximum extent permitted by law.
    4. Through Website you Client is able to link to other websites which are not under the control of OFFSHORELICENSE. OFFSHORELICENSE has no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
    5. No warranty is given that the functionality of the Website will be uninterrupted or error free, that defects will be corrected, or that the Website - or server that makes it available - are free of viruses or anything else which may be harmful or destructive.
    6. OFFSHORELICENSE does not accept any liability of whatever nature for errors or omissions in documents that are uploaded, or not uploaded, to Website by Client, or for any such documents which are subsequently rejected by responsible national business register (hereinafter referred to as the “Registrar”).
  20. Account
    1. The Website provides a facility that allows Client to create and register an online account (hereinafter referred to as the “Account”) with OFFSHORELICENSE in order to purchase certain Services from OFFSHORELICENSE.
    2. By registering Account Client is solely responsible for maintaining the confidentiality and security of Account and for all activities that occur on or through it - under no circumstances should Client disclose account information to anyone else.
    3. The Client agrees to immediately notify OFFSHORELICENSE of any security breach Account.
    4. OFFSHORELICENSE shall not be responsible for any losses arising out of the unauthorised use of Client’s account, and agree to indemnify OFFSHORELICENSE for any loss or damage OFFSHORELICENSE may incur resulting from breach of this clause.
  21. Intellectual Property - Copyright and Trade Marks
    1. All text, templates, images, information and layouts - other than those supplied by third parties - are the property of OFFSHORELICENSE.
    2. Client is permitted to view, copy and print extracts from Website for his own personal use; however, all rights, intellectual or otherwise, will remain with OFFSHORELICENSE and do not pass to Client. Should Client wish to use content of the site for any other purpose, it should contact the OFFSHORELICENSE.
    3. The copyright of all other materials not belonging to OFFSHORELICENSE that may feature on Website - including their design, layout, text, graphics, photographs, and the source code and software - belongs to their respective owners.
    4. Registered and unregistered trademarks, logo designs, registered company names and other such forms of IP are also the property of their respective owners.
    5. The Client is not permitted to sell or re-sell anything available from the Website, other than to the extent expressly permitted in accordance with any product or service purchased by Client from the Website, where such permission is either expressly granted or in a circumstance in which it is a necessary attribute of the Service concerned.
  22. Data Protection
    1. OFFSHORELICENSE, its directors, employees or agents, are required to handle data with confidentiality. Despite all security precautions, data including e-mail electronic communications and personal financial data may be accessed by unauthorized third parties when communicated between the Client and OFFSHORELICENSE. The Client agrees to use software produced by third parties including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by OFFSHORELICENSE.
  23. Legal Incapacity
    1. 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 OFFSHORELICENSE in writing.
  24. Force Majeure
    1. OFFSHORELICENSE shall not be liable for any delay or failure to perform any of their obligations in connection with the supply of Services or supply of any other goods or services ordered by the Client through the Website or otherwise, if the delay or failure results from force majeure circumstances, including but not limited to acts of fire, flood, earthquake, war, strike, amendments to the law, lock outs, accidents, war, fire or failure of any communications, telecommunications or computer system, and OFFSHORELICENSE shall be entitled to a reasonable extension of their obligations to the Client (to the extent OFFSHORELICENSE owes any such obligations) should a force majeure event occur.
    2. If a force majeure event to which this clause applies shall occur, OFFSHORELICENSE agrees to notify the Client as soon as practicable. If the force majeure event continues for more than 14 days, either Party shall have the right to cancel the Agreement and where Services and/or Additional Services have been paid for in advance, but have not been rendered, the Client will be entitled to a refund from the date of cancellation for all such services.
  25. Warranties
    1. The Client undertakes and warrants OFFSHORELICENSE that he/she
      1. will comply with these Terms and Conditions;
      2. is lawfully entitled to carry on the businesses that he carries on;
      3. has a legal source of money;
      4. is not bankrupt;
      5. he has no criminal records and there is no criminal proceeding pending against the him in any jurisdiction;
      6. all of the information that the Client has given to the OFFSHORELICENSE in order for the OFFSHORELICENSE to conduct the Services and/or Additional Services is true, up to date and accurate;
      7. will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operation of the Entity;
      8. any asset introduced by him to the Entity has been lawfully introduced and has not been derived from illegal activities;
      9. will not to cause OFFSHORELICENSE and/or their officers, to be engaged or involved directly or indirectly in any unlawful, Illegal or prohibited activities or used for any unlawful purpose;
  26. Unacceptable Business Activities
    1. The OFFSHORELICENSE considers these activities to be unacceptable business activities:
      1. “Illegal Activities” means any activity designated anywhere in the world to be illegal or criminal, including activities related to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with such countries, which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union or similar international organizations.
      2. “Prohibited Activities” means activities currently not approved by OFFSHORELICENSE, including activities related to: trade, distribution or manufacturing of arms, weapons, munitions; mercenary or contract soldiering; security and riot control equipment; any device that could lead to the abuse of human rights or be utilized for torture; technical surveillance or bugging equipment; industrial espionage; dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery used to manufacture, handle or dispose of such materials; human or animal organs; the abuse of animals or use of animals for any scientific or product testing; genetic material; adoption agencies, including surrogate motherhood; the abuse of human rights; pornography; drug paraphernalia; financial pyramid sales; religious cults and their charities;
      3. “Prohibited Persons” means persons black listed under the laws of any country for whatever reason or who are legally disqualified from, or incapable of, being party to a contract; persons who are non-discharged bankrupts or have been imprisoned or found guilty of any criminal offence; government officials or politicians; persons who have been proven to act in a fraudulent or dishonest manner in any civil proceedings or who are resident in a country subject to any international restrictions or embargos, including those imposed by the Security Council of the United Nations, the European Union or other international organizations.
      4. “Licensable Activities” means any activity that requires a license or authorization granted by a relevant authority in any jurisdiction. Such activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
  27. Limitation of Liability
    1. Without prejudice to any specific provision, any damage resulting from the error or omission of OFFSHORELICENSE, its directors, employees or agents shall be borne by the Client, except to the extent that as a result of reckless disregard OFFSHORELICENSE, its directors, employees or agents, has acted in reckless disregard for the consequences of any such act or failed to act, or has intentionally caused those consequences, OFFSHORELICENSE causes any party or non-party to incur damages.
    2. Any damage whatsoever caused by or arising from, directly or indirectly, the error, failure, negligence, act or omission of any other person, system, institution or payment infrastructure shall be borne by the Client.
    3. OFFSHORELICENSE cannot be held responsible if the Additional Services cannot be set up. OFFSHORELICENSE liability regarding Additional Services is strictly limited to a duty of care in selection, instruction and supervision of its affiliated companies or any other third parties.
    4. Damage or loss resulting from the use of postal services, telegraph, telex, facsimile, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by the Client, unless OFFSHORELICENSE has acted in reckless disregard.
    5. OFFSHORELICENSE cannot be held responsible either in the event of a breakdown of any of the communication means necessary for the performance of its services under this Agreement or for any mail or calls received for the purposes of its services under this Agreement. Further, OFFSHORELICENSE takes no responsibility for loss or damage arising from the use of fax instructions, including failed or incomplete transmission or loss.
    6. In the specific case of a Bank Account Opening, OFFSHORELICENSE is a third party to the relationship between the Bank and the client. Therefore, under no circumstance can OFFSHORELICENSE be held responsible of the relationship between the Bank and the Client. OFFSHORELICENSE has no authority to act and does not purport to act as an employee, representative or officer of any Bank and/ or to sign on behalf or otherwise incur any liability of any sort on behalf of any Bank.
    7. OFFSHORELICENSE does not accept any liability of whatever nature for errors or omission in the Entity formation information Client submit through Website, or for any such Entity formation application which is subsequently rejected by any Registrar.
    8. If Client’s Entity formation application is rejected by any Registrar, Client will not be entitled to a refund for any Services and/or Additional Services purchased from OFFSHORELICENSE.
    9. OFFSHORELICENSE does not accept any liability should Client’s Entity be struck off and/or removed from the Entity’s responsible business register for any reason that is not within OFFSHORELICENSE’s control.
    10. OFFSHORELICENSE accept no liability for Clients choice of Entity name or any problems which may arise due to your choice of such Entity name.
    11. By purchasing foundation of Entity or Services and/or Additional Services, Client is granting OFFSHORELICENSE or other firms or companies associated with OFFSHORELICENSE the right to file with any Registrar, as an authorised person for and on behalf of the Entity, the statutory forms required to form an Entity.
    12. By purchasing Bank Account Opening services, Client is granting OFFSHORELICENSE or other firms or companies associated with OFFSHORELICENSE the right to file with any bank, as an authorised person for and on behalf of the Entity, the statutory forms required to form an Entity.
    13. OFFSHORELICENSE is not responsible or liable for any rejection of incorporation or problems arising due to the appointment of any persons not meeting the legal requirements for Entity formation. It is Client’s responsibility to ensure all persons named on the Entity formation application are eligible to hold their respective positions.
    14. Nothing in these Terms and Conditions will make OFFSHORELICENSE liable or responsible for any commercial decision that the Client has made in respect of the Entity or its business activities.
    15. OFFSHORELICENSE will not incur any liability for any failure to comply with any request, instruction or order of the Client, which is not received, or which is incomplete, ambiguous and illegible or lacks, in the opinion of OFFSHORELICENSE, authority on the part of the person giving it.
    16. OFFSHORELICENSE expressly disclaims any liability to the Client, the Entity and any third party associated with them for any damage or loss to any of them arising from the establishment, acquisition or operation of the Entity and/or the provision of Services and/or Additional Services by or to the Client, the Entity or any other person.
    17. OFFSHORELICENSE will not be liable (whether in contract, tort or otherwise, including breach of statutory duty) in connection with the provision of Services and/or Additional Services for any consequential loss however incurred, including without limitation loss of profit, business or anticipated savings of the Client.
    18. OFFSHORELICENSE will not be liable for the acts or omissions or negligence of any person or entity which is appointed or designated as director, shareholder, officer, employee, agent, individual, trustee, manager, signatory or holder of a power of attorney with respect to the Entity or other person or body associated with the Entity.
  28. Status of OFFSHORELICENSE
    1. Nothing herein shall be construed to create an employer-employee relationship between the Client and OFFSHORELICENSE. This Agreement is not authority for OFFSHORELICENSE to act for the Client as its agent or make commitments for the OFFSHORELICENSE. OFFSHORELICENSE will not represent to be or hold itself out as an employee of the Client. There is no relationship of partnership, agency, legal partnership, employment, franchise or joint venture between the Parties.
  29. Indemnity
    1. The Client shall at all times indemnify and keep OFFSHORELICENSE and its officers, nominees and employees harmless and indemnified:
      1. against all actions, suits, proceedings, claims, demands, costs, charges, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against OFFSHORELICENSE and/or their officers and nominees in relation to the Entity or the Client’s instructions;
      2. in respect of any failure by OFFSHORELICENSE to comply, wholly or partially, with any instruction, order or request made by the Client, or any errors or incomplete instructions or requests received by OFFSHORELICENSE from the Client or received from any third party affiliated with Client;
      3. in respect of any penalties, fines, fees or other liabilities incurred by the Client and/or the Entity related to the Entity and/or to the Services and/or Additional Services.
    2. This indemnity is without prejudice to any other indemnity and/or remedy in favour of OFFSHORELICENSE and/or their officers, nominees, employees, agents or successors. The termination of this Agreement or any Service and/or Additional Service provided by OFFSHORELICENSE shall not relieve the Client of his obligations to indemnify OFFSHORELICENSE as prescribed in Clause 7 and its sub-clauses or any other incurred expenses that have originated due to the provision of Services and/or Additional Services.
  30. Legal Purposes
    1. 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 OFFSHORELICENSE into disrepute. The Client will not in any way whatsoever use or combine the OFFSHORELICENSE’s name, in whole or in part, for the purpose of trading activities. OFFSHORELICENSE reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.
  31. Legal Advice
    1. Whilst OFFSHORELICENSE endeavours to provide true and correct information on all its services, it is not providing legal, tax and or accounting 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 Entity and for ensuring that the activities will not breach the law of any relevant jurisdiction.
  32. Waiver
    1. The waiver by either Party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
  33. Miscellaneous
    1. References to one gender include all genders and references to the singular include the plural and vice versa.
    2. This Terms and Conditions incorporate by reference other provisions applicable to use of the Website, Services and Additional Services of OFFSHORELICENSE, including, but not limited to, Privacy Policy, Disclaimer, Terms of Payment and Terms of Use, which are published on the Website.
    3. No variations of these Terms and Conditions shall be binding on the Parties unless agreed in writing.
    4. If any Terms and Conditions contained herein is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be illegal, invalid, prohibited or unenforceable then such term or condition shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability. The remaining terms or conditions herein shall remain in full force and effect.
    5. These Terms and Conditions supersede all previous written or verbal communications or representations between the OFFSHORELICENSE and the Client. Nothing in these Terms and Conditions suggests a legal partnership or agency between the OFFSHORELICENSE and the Client.
    6. The Client shall take his own independent advice on any matter relating to the any Services and/or Additional Services provided by OFFSHORELICENSE, that may concern the Client, or his Entity, or personal affairs and shall not rely on any representations (whether written, verbal, expressed, implied or otherwise) made by the OFFSHORELICENSE, their Officers or employees. As it is the Client’s responsibility to seek expert legal advice, OFFSHORELICENSE shall not accept any liability to the Client, his Entity or any third party for any claims, damage or loss arising out or in connection with the use of any of the Services and/or Additional Services.
    7. In provision of the Services and/or Additional Services, OFFSHORELICENSE may share information concerning the Client, his Entity or its business activities with other firms or companies associated with OFFSHORELICENSE, their auditors and legal advisors, and the Client agrees to OFFSHORELICENSE’s making such disclosures. All information, correspondence, records and data related to the Entity and held by OFFSHORELICENSE on any computer system is solely OFFSHORELICENSE’s property and for its sole use and neither the Client, nor the Entity nor anyone else acting for or on their behalf shall have any right of access thereto or control over that information, correspondence, records or data. OFFSHORELICENSE have the right to retain ownership and keep copies of all such information, correspondence, records and data for their sole use. The provision of this clause shall remain in full force and effect notwithstanding the Terms and Conditions ceasing to apply.
    8. No failure or delay in exercising by a party hereto of any power or right conferred by these Terms and Conditions shall operate as a waiver of such power or right, unless otherwise agreed in writing.
    9. Used headlines of clauses in this Agreement are used as aid to clarify the content of the clauses, but cannot be used for interpretation of the content of the clauses.
    10. Words “we”, “us”, “our”, “themselves” or “ourselves” refers to the OFFSHORELICENSE.
    11. Words “he”, “his”, “him”, “she”, “her”, “hers” and “own” refers to the Client.
  34. Applicable Law and Jurisdiction
    1. This Agreement shall be governed by and construed in accordance with the laws of the republic of Latvia.
    2. Any dispute, controversy or claim arising out or related to this Agreement or the breach, termination or invalidity thereof shall be settled in the arbitration – Riga New Arbitration Court, registration number: 40003989876, by a panel consisting of one judge in written in accordance with the rules and procedures of this Arbitration.
    3. If the relevant law case is not taken to the Arbitration according to 34.2. , then the Latvian courts shall have exclusive jurisdiction over any dispute or difference whatsoever arising out of or in connection with your use of the Website or the purchase of any Services and/or Additional Services.

  35. Version updated: 27th of January 2017

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