Terms and Conditions
This site is the property of Comformo Limited. The term ‘Comformo’, ‘us’ or ‘we’ refers to the owner of this website. The term ‘you’ refers to the user or viewer of our website.
Neither we, nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on our website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on our websites is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through our websites meet your specific requirements and are permitted by the laws of the country of your domicile.
This website contains material which is owned by or licensed to Comformo. Copyright in the content of each of our sites (including without limitation all images, illustrations, designs, icons, photographs, trademarks, service marks, the ‘look’ and ‘feel’, color combinations, button shapes, layout, design, graphical elements, arrangement of items, written and other materials, HTML and other code and all copyrightable or otherwise legally protectable elements on our sites) are legally protected under intellectual property laws. The modification, copying, distribution or incorporation into any other work of part or all of any of our sites, or the content in any form, is prohibited, except that you may print or download extracts for your non-commercial, informational and personal use only. All rights are hereby reserved.
Unauthorized use of our websites may give rise to a claim for damages and/or be a criminal offence.
From time to time our websites may also include links to other websites. These links are provided for your convenience and further information. They do not signify that we endorse or approve in any way those linked websites. We expressly disclaim any responsibility for the content of the linked websites.
You may not create a link to our websites from another website or document without our prior written consent.
Messages sent through our sites are considered to be messages sent over Internet and cannot be guaranteed to be completely secure as they are subject to possible interception, loss, or possible alteration. We are not responsible and will not be liable to you or anyone else for any damages or otherwise in connection with any message sent by you to us or any message sent by us to you over the Internet.
Terms of Business
“Comformo” means Comformo Limited (Registered № 10852152, Registered address: Initial Business Centre Monsall Road, Wilson Park, Manchester, England, M40 8WN) and any of its branches, subsidiaries, agents or associated companies throughout the world and all of its directors, officers, employees, agents, consultants and successors in title.
“Comformo’s Officers” means any person (as hereinafter defined), firm or company nominated by Comformo who may from time to time be appointed as director, alternate director, secretary, alternate secretary, partner, accountant, trustee, nominee, protector, bank account signatory, administrator, registered agent, provider of a registered office or address of the Entity (as hereinafter defined).
“Client” means the Beneficial Owner(s) of an Entity (as hereinafter defined) and/or any person who has requested Comformo to provide Services (as hereinafter defined), or any other person who has agreed to pay for Services, or who has previously paid for Services, and/or any person on whose behalf and for whose benefit the Services are to be provided, also including any person(s) authorized to represent the Client (Authorized Person(s) as hereinafter defined), and in the case of more than one person all such persons jointly and severally.
“Authorized Person” means the person who is authorized by the Client for and in his name and on his behalf to give instructions to Comformo as if these were given by the Client himself.
“Person” means any natural person over the age of 18 years old or a legal person, organization, incorporated firm or other body, incorporated or unincorporated
“Entity” means any company, trust, partnership, foundation or any other legal entity established and/or administered by Comformo at the request and/or on behalf of the Client.
“Services” means formation of any company, trust, partnership, foundation or any other 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, bank introductions 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 Comformo, or specified in advertising materials of Comformo, or on their websites and/or any other service(s) ordered/ requested/accepted by the Client.
“Fee Schedule” means a fee schedule for services issued from time to time by Comformo;
“Business Day” means a day on which Comformo is ordinarily open to carry on business;
“Terms and Conditions” means these Terms and Conditions or such other new terms and conditions as may from time to time be published on Comformo’s websites and shall be deemed to include such other conditions which Comformo may from time to time advise to the Client or publish on Comformo’s websites. These Terms and Conditions apply to all Comformo’s Clients and effectively constitute binding Agreement between the Client and Comformo.
“Web site” “Website” or “Site” means the web site you are browsing when you clicked on a link to these Terms and Conditions of Business, including all subsidiary pages.
UNACCEPTABLE BUSINESS AND BUSINESS REQUIRING SPECIAL AUTHORIZATION
“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.
“Prohibited Activities” means activities currently not approved by Comformo, 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; pyramid sales; religious cults and their charities; business activities, which by the laws and regulations of the country of formation of the Entity are subject to licensing and which are conducted without obtainment of a license (“Licensable Activities” as hereinafter defined); any other activity, which, in the opinion of Comformo, may damage the reputation of Comformo or that of the country of formation of the Entity.
“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.
“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.
CLIENT REQUESTS & INSTRUCTIONS
Comformo provide a range of professional Services including, but not limited to: company formation; corporate structuring; administration and management; provision of bookkeeping and accountancy services; advisory; bank introductions and consultancy services.
In providing the Services, Comformo shall always act solely on requests or instructions received from the Client and shall never act in their own discretion, except when being under legal obligation to act otherwise.
Comformo shall be willing to consider and entertain requests and instructions of the Client.
All instructions or requests for action shall be transmitted to Comformo by the Client in writing. In case of reasonable doubt, Comformo may request the Client to provide additional verification of any such request or instruction. Comformo shall not be liable for any loss or damage due to their failure to act until such instruction or request is verified to their satisfaction.
Comformo may, in their absolute discretion, agree to act upon Client’s request or instruction given otherwise than in writing, in which case, however, Comformo shall not be liable for any misunderstanding or error occasioned in processing such request or instruction acted upon in good faith.
Comformo may, in their absolute discretion, refuse to comply with any request or instruction received from the Client, if such request/instruction or implementation thereof would, in the opinion of Comformo, be dishonest, incorrect, malicious or contravene any applicable law or regulation or expose Comformo or any of their Officers or employees to any personal liability or risk of prosecution in any jurisdiction, or otherwise be illegal.
Comformo 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.
In the absence of gross negligence on the part of Comformo, 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.
On their websites and in advertising materials, Comformo may provide information, which is related to various products and services offered by Comformo. Such information does not purport to be legal or tax advice and shall not be taken to constitute such advice or used or relied upon by the Client as such. The Client shall take independent advice on any matter relating to the Entity and any Services provided by Comformo that may affect or concern the Client and his personal affairs.
ADMINISTRATION OF ENTITIES
The Client irrevocably agrees that, if the Entity is a limited liability company and Comformo’s Officers are members or directors of that company, or the Entity is a Partnership and Comformo’s Officers are members of that partnership, or the Entity is a trust and Comformo’s Officers are trustees or protectors of that trust, or the Entity is a foundation and Comformo’s Officers are founders or council members, due to non-payment of Comformo’s fees and/or any other fees related to the Entity for more than sixty (60) days, Comformo shall without being obliged to give notice to the Client, may take such steps as they shall, in their absolute discretion, consider appropriate which include, without limitation, the following: having the Entity struck off, dissolved or liquidated; or resigning all or any of the Comformo’s Officers; or transferring all or any of the shares, capital or assets or liabilities of the Entity into the name of the Client; or appointing the Client as director, officer, manager, trustee or protector or founder or council member of the Entity; or take such other action as Comformo shall, in their absolute discretion, consider appropriate.
Comformo shall keep confidential all documents, communications and information attained from the Client, unless prior written consent has been given by the Client permitting the contrary. This confidentiality will not be applicable where:
Comformo 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 Comformo receive such a disclosure order, Comformo shall, unless prohibited by law or by the terms of such order, notify the Client of same.
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 Comformo, 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 Comformo, and if in such circumstances Comformo are unable to obtain clear, adequate and lawful instructions from the Client, then Comformo shall be entitled to proceed in any way it may deem fit, reasonable or appropriate under the circumstances.
In providing the Services, Comformo may share information concerning the Client, his Entity or its business activities with other firms or companies associated with Comformo, their auditors and legal advisors, and the Client agrees to Comformo’s making such disclosures. All information, correspondence, records and data related to the Entity and held by Comformo on any computer system is solely Comformo’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. Comformo 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.
In the event of the relocation involving the change of the Client’s Entity’s registered address and registered office, Comformo shall give the Client twenty (20) calendar days notice of such change. Comformo shall not be responsible for any associated costs incurred by the Client as a result of such change.
Where Comformo has been requested by the Client to provide shareholders, directors or other Officers for his Entity, Comformo may, subject to Clause 2(2) hereof, 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.
Nothing in these Terms and Conditions will make Comformo liable or responsible for any commercial decision that the Client has made in respect of the Entity or its business activities.
In the event that (i) any claim, demand or action is made against the Entity for payment of any sums due either to Comformo or to a third party, including without limitation any taxes, duties, fees, government or state levies, and such payment has not been made; or (ii) Comformo require assistance or information from the Client and has been unable to obtain such assistance or information; or (iii) the Client is in breach of any of his obligations or undertakings contained in these Terms and Conditions, then Comformo may undertake any of the following:
Refrain from any action or activity whatsoever, be it in relation to a particular matter or to the Entity; or
Utilize any assets of the Entity or means available to Comformo or to the Entity towards a defense against such claim, demand or action, or satisfaction of such claim, demand or action; or
Take any other course of action that Comformo may, in their absolute discretion, consider appropriate to protect themselves and the Entity.
Comformo shall not be liable for any loss or damage to the Client or his Entity incurred in the circumstances described in this clause.
If the Client is in breach of any of his obligations or undertakings assumed under these Terms and Conditions and fails to remedy such breach within 14 calendar days following a notice issued by Comformo, then Comformo may undertake any of the following:
Resign from providing any or all of the Services;
Commence proceedings to wind-up and liquidate the Entity;
Utilize any assets of the Entity towards remediation of the Client’s breach.
No responsibility or liability shall attach to Comformo in connection with or arising out of any action or inaction taken in accordance with the provisions of this paragraph.
LIMITATION OF LIABILITY
Comformo 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 by or to the Client, the Entity or any other person.
Comformo will not be liable (whether in contract, tort or otherwise, including breach of statutory duty) in connection with the provision of Services for any consequential loss however incurred, including without limitation loss of profit, business or anticipated savings of the Client.
Comformo 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 Comformo, authority on the part of the person giving it.
Comformo 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.
The Client shall at all times indemnify and keep Comformo and its Officers and employees harmless and indemnified:
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 Comformo and/or their officers in relation to the Entity or the Client’s instructions;
In respect of any failure by Comformo 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 Comformo from the Client;
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.
This indemnity is without prejudice to any other indemnity and/or remedy in favor of Comformo and/or their officers, employees, agents or successors. The termination of this Agreement or any Service provided by Comformo shall not relieve the Client of his obligations to indemnify Comformo.
The Client undertakes, warrants and solemnly declares with Comformo that he/she:
Has full legal capacity and is of sound mind, memory and understanding to enter into an agreement with Comformo in accordance with these Terms and Conditions and to receive the Services;
Is not bankrupt;
Has no criminal records and there is no criminal proceeding pending against the Client in any jurisdiction;
Is not engaged in any illegal or prohibited activity as defined in section 2 , subparagraphs 1 and 2, of this Terms of Business that may directly or indirectly cause harm to the reputation of Comformo;
Will comply with these Terms and Conditions;
Agree that Comformo may (but shall not be obliged to) rely on communications received from the Client in determining what steps Comformo are required to take in administering his Entity or providing the Services;
Will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operation of the Entity.
CLIENT’S OBLIGATIONS AND UNDERTAKINGS
The Client is obliged to immediately inform Comformo of the nature of the activities and business of the Entity and seek Comformo‘s written consent before making any changes to those activities.
Comformo is required by law to have certain due diligence (Know-Your-Customer) documents in place. The Client expressly agrees and accepts to disclose and provide to Comformo such documents or any other information that Comformo may consider necessary or desirable both at the Client acceptance stage and on an on-going basis in order that Comformo could meet their legal obligations.
To enable Comformo at all times to contact the Client, the Client is obliged to provide full details of, and promptly notify Comformo of, any changes to his residential address, telephone and fax numbers and email address in addition to any business or other contact address as may have been provided by him.
The Client undertakes not to give any instruction, order or make any request to Comformo, which would cause Comformo to breach the law of any country.
The Client shall provide Comformo with such information, assistance and cooperation as Comformo may, in their absolute discretion, require for the purpose of provision of Services. Comformo 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.
The Client hereby confirms that any asset introduced to the Entity has been lawfully introduced and has not been derived from Illegal Activities.
The Client undertakes not to cause Comformo 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.
The Client is obliged to give Comformo at least 30 days’ advance written notice of his intention to discontinue the Services.
The Client is obliged to give Comformo written prior notice when seeking to change the beneficial ownership of the Entity.
The Client shall settle without delay any sum due to Comformo including fees, disbursements and expenses incurred by Comformo in connection with the Entity and/or with the provision of the Services.
CLIENT’S OBLIGATIONS WHERE COMFORMO PROVIDE OFFICERS OR NOMINEE SERVICES
Comformo 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.
Where Comformo provide Officers or nominee services, the Client must
At all times, upon request of Comformo, pay Comformo such sums as may be required to enable the Entity discharge, in full, any liabilities (including Comformo’s fees);
Upon written request of Comformo immediately provide information to enable Comformo to prepare annual or other statutory returns, financial or other statements in relation to the Entity;
Immediately advise Comformo in writing of all legal proceedings, claims and demands made or threatened against the Entity or Comformo;
Keep and maintain and upon request deliver to Comformo accurate financial and business records.
The Client acknowledges and understands that Officers or nominees my 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 Comformo its attorney and agent for the purpose of appointing the Client as Officer in Comformo’s place.
The Officers or nominees provided by Comformo 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 a 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.
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 subject to the provisions contained in 9(4) hereof and for a fee to be agreed from time to time with the Client.
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, Comformo and Officers or Nominees acting as Directors in the Client’s Entity.
ADDITIONAL OBLIGATIONS WHERE COMFORMO PROVIDE REGISTERED OFFICE ADDRESS
Where Comformo 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 Comformo. 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.
FEES AND REFUNDS
Fees and refunds are governed by the Terms of Payment, which are incorporated by reference and should be read together with this Terms and Conditions of Business.
Comformo shall not be liable for any delay or failure to perform any of their obligations in connection with the supply of any goods or services ordered by the Client through the website or otherwise, if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire or failure of any communications, telecommunications or computer system, and Comformo shall be entitled to a reasonable extension of their obligations to the Client (to the extent Comformo owe any such obligations) should a force Majeure event occur.
If a Force Majeure event to which this clause applies shall occur, Comformo agree 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 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.
TERMINATION OF SERVICES
Comformo will be entitled by written notice to terminate provision of Services to the Client, if:
The Client is, in the reasonable opinion of Comformo, in breach of these Terms and Conditions, provided such breach is not remedied within fifteen (15) days following the written notice given by Comformo;
It comes to the attention of Comformo that the Entity is being used for activities, which were not declared and referred to in the application submitted by the Client to Comformo during incorporation of the Entity, and/or these activities are considered to be Illegal or Prohibited as defined in clauses 2(1) and 2(2) of these Terms and Conditions;
In the event that any legal proceedings are commenced against the Entity or the Client.
Any notice required to be served pursuant to these Terms and Conditions may be served by DHL express post or email to the address and as per details last known to the parties. A notice shall be deemed served:
within five (5) business days if sent by DHL express post;
by email, if confirmed by a successful transmission report.
References to one gender include all genders and references to the singular include the plural and vice versa.
No variations of these Terms and Conditions shall be binding on the parties unless agreed in writing.
If at any time any provision of these Terms and Conditions is held invalid or unenforceable under any applicable law, the remainder of same shall remain in full force and effect.
These Terms and Conditions supersede all previous written or verbal communications or representations between Comformo and the Client.
Nothing in these Terms and Conditions suggests a legal partnership or agency between Comformo and the Client.
The Client shall take his own independent advice on any matter relating to the Entity and any Services provided by Comformo, 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 Comformo, their Officers or employees. As it is the Client’s responsibility to seek expert legal advice, Comformo 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.
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.
GOVERNING LAW & JURISDICTION
These Terms and Conditions shall be governed by and construed in all respects in accordance with the laws of UK. Any dispute that arises concerning the interpretation of these Terms and Conditions shall be resolved in the courts of UK.