Professional offshore incorporations and offshore banking services since 1996
Formation & Administration
Services of Corporations
Terms & Conditions of Business
here our DUE
DILIGENCE AND KNOW YOUR CUSTOMER (KYC) PRINCIPLES
Recent changes in
international law relating to Money Laundering and Terrorism have made
it obligatory for an appropriate level of 'due diligence' to take
place concerning our new customers before we supply any service in order
to safeguard both our own and our clients interests. Thus
Citizens/Residents of the following countries cannot
become clients of our Firm:
In these terms and Conditions of Business:
"Client" means the person who has requested OffshoreSimple Inc. 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 OffshoreSimple Inc. 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:
agrees to pay the fees charged by OffshoreSimple Inc. which fees include
annually recurring amounts but, although effort is made to maintain the same fee
level for as long as possible, OffshoreSimple Inc. reserves the right to
increase the level of fees payable. Any such increase will be notified in our
In the event that the Client fails to settle invoices properly rendered to
him by OffshoreSimple Inc within the period for payment notified on that
invoice then the Client authorizes OffshoreSimple Inc. to deduct the fees
from any account, monies or property under the control of OffshoreSimple Inc. and belonging to the Client or the Company.
If the Client no longer requires the Services provided by OffshoreSimple Inc. then within 30 days of receipt of the invoice for the forthcoming
year's Services the Client shall advise OffshoreSimple Inc. accordingly.
If the Client does not so inform OffshoreSimple Inc 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 in full.
Domiciliary and management services are provided on a yearly basis and
OffshoreSimple Inc will not, without prior agreement, provide such
services for shorter periods or for part only of the yearly billing
A termination fee shall be payable by the Client to OffshoreSimple Inc.
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 OffshoreSimple Inc. quote fees in US Dollars or £600 in respect
of each company or trust established in a country for which OffshoreSimple Inc. 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.
OffshoreSimple Inc. reserves the right to decline instructions from a
prospective Client without giving any reasons.
Where OffshoreSimple Inc. 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) OffshoreSimple Inc. 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
Where OffshoreSimple Inc.
or it's partners are 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
OffshoreSimple Inc. thereto.
ii) The facility is available on the basis of license revocable at will by
OffshoreSimple Inc and the Client will upon request from OffshoreSimple Inc. immediately transfer the registered office address to another address
selected by the Client.
iii) From time to time, it may be necessary for OffshoreSimple Inc. to
move its offices to another location and such a move may well make it
necessary for the registered office addresses of the Company to be
changed. OffshoreSimple Inc. 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.
iv) The invoices for annual renewals
will be sent to the customers by email only. The customer have to inform
Offshoresimple inc. if they have changed the contact details, including
change of email address.
So that OffshoreSimple Inc. may at all times be able to contact the Client
should the need arise, the Client hereby agrees to inform OffshoreSimple Inc. immediately upon changing his usual
email address, business address or residential
address or telephone or fax number.
All instructions or requests for action shall be transmitted to
OffshoreSimple Inc. by the Client in writing. OffshoreSimple Inc. may, at
its discretion, agree to action any request or instruction given otherwise
than in writing only on the express understanding that OffshoreSimple Inc.
shall not be liable in respect of any misunderstanding or error occasioned
in processing such action or request acted upon in good faith.
All communications 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 OffshoreSimple Inc. 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
OffshoreSimple Inc. to provide proof of postage.
OffshoreSimple Inc. 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
OffshoreSimple Inc. 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 OffshoreSimple Inc. provides
information, inter alia, on corporate, trust, immigration 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 OffshoreSimple Inc. with
whatever information OffshoreSimple Inc. may reasonably require about the
background of the Client and/or the dealings and the business of the
Any dispute or difference arising between the Client and OffshoreSimple,
Ltd from or out of the provision of the Services by OffshoreSimple Inc. 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 OffshoreSimple Inc.
shall deem it more convenient or appropriate, in Panama. The Arbitrator shall be appointed by agreement between the
parties. For the avoidance of doubt the Client and OffshoreSimple Inc.
agree that the decision of such arbitration shall be binding on all
parties to that arbitration
|IBC (Offshore Company) Terms and Conditions
- So far as they are not expressly varied in writing by the Company1,
these conditions shall be deemed to be incorporated into all contracts
made by the Company and all work undertaken or goods supplied by the
Company shall be deemed to be carried out pursuant to a contract
incorporating these conditions. Each provision of these conditions is to
be construed as a separate provision applying and surviving even if for
any reason one or other of the said provisions is held inapplicable or
unreasonable in any circumstances.
- The person, firm or company from whom the Company receives
instructions ("the customer") shall be liable to the Company as a
principal for all costs, charges and expenses that shall be due to the
Company in respect of work carried out or goods supplied by the Company
subject to these conditions whether or not such customer purports to
contract as an agent. A customer may not assign the benefit or burden of
any contract with the Company.
- Work will be undertaken or goods supplied by the Company as
expeditiously as may be possible but the Company shall not be liable in
respect of any failure to meet any specified delivery or completion date
save that where the Company files, registers or submits documents or
conducts agency services such services will be carried out by any due date
having regard to the nature and time of the receipt of the customer's
instructions and any other delays outside the Company's control.
- The Company may require such particulars of the customer as is deemed
necessary to the satisfaction of the Company, prior to the undertaking of
such work or supply of goods, and reserves the right to refuse the
undertaking of such work or supply of goods at its own discretion.
Furthermore, the services of any corporate nominee director(s) retained by
the Company will be limited to the performance of corporate secretarial
- The Company warrants:
- where advice is given or documents prepared, the Company will use
its best endeavours to ensure accuracy of such advice or documents having
regard to the nature of the customer's instructions;
- where goods are supplied or documents printed by the Company, such
goods or documents shall be reasonably adequate for the purposes
intended and disclosed to the Company;
- information supplied by the Company shall be reasonably accurate
having regard to the accuracy of the source material and the nature of
the customer's instructions.
- The customer warrants:
- that any instructions given by him will not cause the Company to
infringe the law of any country;
- the accuracy of all information given to the Company by him;
- that where shares or company appointments are held by employees of
the Company in connection with the formation of a company for the
customer, then immediately following the receipt of the necessary
documents by the customer all necessary steps will be taken to:
- complete the transfer of such shares to the beneficial owner;
- implement the resignations of the employees or nominees of the
Company from the appointments in question, and the substitution of the
appointees of the beneficial owner of the company;
- thereafter complete the necessary statutory formalities in
connection with the appointment of officers, registered office and the
issue of shares.
- So far as may be necessary for the execution of the customer's
instructions, the customer authorizes the Company to sign the customer's
name upon Court and other official forms and applications and will
indemnify the Company against all costs, claims, demands and expenses that
may result from the Company's use of the customer's name in connection
with the making of applications to or the conduct of business in any
Government Department, Court, Registry or other official body so far as
such application or business may be necessary for the execution of the
- The copyright in all written material including documents, reports and
record books prepared by the Company shall vest in the Company. The
customer shall have the right to use such material for the purpose
intended by the Customer's instructions and for no other purpose. This
condition shall not however apply where the Company has merely printed
documents prepared by the customer without the assistance of the Company.
- Payment rendered by the Company shall be made
- in all cases customers shall on demand make such payments to the
Company as the Company shall reasonably require to meet disbursements
which have to be made by the Company in carrying out the customer's
instructions. The Company shall have the right to suspend work on the
customer's instructions if such requested payments on account shall not
- If the Company shall refer an unpaid invoice to debt collection
agents for collection the customer shall pay in addition to the amount
due on such invoice such further sum as shall be equal to the collection
agent's reasonable fees and costs.
- If payment shall not have been made by any customer in accordance with
condition 9 above the Company shall have the right to cancel any
outstanding contracts with such customer summarily by notice in writing
without compensation to the customer but with the right to be paid in
respect of all work done or goods supplied to the customer and to be
reimbursed the amount of all moneys paid out on account of the customer up
to date of such cancellation.
- Work done and goods supplied by the Company shall be charged for at
the rates currently applied by the Company and in force at the time work
was done or the goods supplied, and all the expenses incurred and
disbursements made on the customer's account shall be reimbursed by the
- Sales of goods will be made ex the Company's works, offices or stores
and if delivery is made elsewhere or the goods are dispatched by post or
other means the customer shall reimburse the Company with the expenses of
such delivery or dispatch.
- Goods shall become the property of the customer upon payment therefore
in full in accordance with these conditions. The customer shall however be
responsible and bear the risk of all loss or damage to the goods from the
time that the goods are delivered at or otherwise leave or are dispatched
from the Company's works, offices or stores.
- The customer shall inspect any goods supplied immediately on receipt
and shall within five working days from such inspection give notice in
writing to the Company of any allegation of deficiency. If the customer
fails to give such notice the goods shall be deemed to be in all respects
in accordance with the customer's instructions and the contract.
- The Company will perform the services required for the customer with
all reasonable diligence and skill. If however, any liability to the
customer shall arise on the part of the Company, its servants or agents
(whether under the express or implied terms of the contract or in
negligence or in any other way) for any damage or loss sustained or
incurred by the customer, such liability shall in all cases whatsoever
be limited to the payment by the Company on his own behalf and on behalf
of its servants or agents by way of damages of an amount not exceeding
the amount of fees charged and received by the Company for performing
the services requested.
- Notwithstanding anything else contained in these conditions, the
Company shall not be liable to the customer for loss of profits, loss of
contracts or other loss or damage arising indirectly or consequentially
from negligence or breach of contract by the Company in the performance
of its services.
- Where instructions or advice are received or given orally by the
Company, the Company shall have no liability to the customer for any
misunderstanding or misinterpretation which may arise in relation
thereto whether on the part of the Company or the customer.
- The customer shall be responsible for and shall indemnify the
- all liabilities relating to any loss or damage suffered by any
third party arising as a result of work undertaken or goods supplied
by the Company to or at the request of the customer; and
- all liabilities relating to any loss or damage in respect of which
paragraphs (a), (b) and (c) above state that the Company has no
- The Company shall have no liability for any claim made by the
customer arising out of the provision of any goods or services by the
Company unless written particulars thereof (giving full details of the
specific matter in respect of which such claim is made) is received by
the Company within the period of 12 months after the date of the
Company's invoice for such goods or services.
- In these conditions the expression "goods" shall be deemed to include
(without limitation) publications and documents of all descriptions.
Mail Forwarding Terms & Conditions
Rentals are paid annually in advance. Rental is for one year, renewable
automatically by payment of the next year's rent. Credit or refunds are not
normally given for partial year rentals. Cancellation of this agreement in
writing, with 30 days notice, is given to assist with the re-direction of mail.
Special arrangements have been made with the respective Post Offices in
jurisdictions where we offer mail forwarding for customers who receive parcels,
registered mail and insured items. In general such items will be sent to you by
air-mail. Special arrangements on an individual basis will have to be made if
items sent by courier are expected, but neither OffshoreSimple Inc nor its Mail
Box Centres can guarantee the receipt or forwarding of couriered items. Box
rentals are normally assumed to be for one person or business. A box rented in a
business name may have one personal name attached to it. Additional names will
be charged separatelly per name per year. Arrangements for Mail Forwarding
including the forwarding address and delivery frequency will be made
individually with the customer concerned. As neither OffshoreSimple Inc nor its
Mail Box Centres make any requirement for the disclosure of the contents of your
box, any items sent through your box must be your sole responsibility and cannot
be covered by our insurance policies. OffshoreSimple Inc and its Mail Box
Centres will endeavour at all times to provide you with a quick, reliable and
Assumed Certified Statement
By agreeing to and ordering the Mail Forwarding Service provided by
OffshoreSimple Inc and its Mail Box Centres, the Client certifies that he hereby
agrees with the conditions above. The Client further certifies that he will not
knowingly use any postal or other services provided to him by OffshoreSimple Inc
in any manner that contravenes the Laws of any jurisdiction involved or the
rules and regulations as mandated by the Postal Authorities of any such
jurisdiction. The Client realizes that the improper use of mail forwarding will
result in the immediate denial of services by OffshoreSimple Inc.
The Client HEREBY ABSOLVES OffshoreSimple Inc AND ITS MAIL BOX CENTRES from any
responsibility for lost or damaged post addressed to him at their facilities
since several Postal Authorities may be involved in its transmission and for any
responsibility for forwarding any mail on to him which may arrive after the
effective date of cancellation of this agreement.
1The Company means OffshoreSimple
Inc, or any affiliated company or partners as the case may be.