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Terms and Conditions of Business

 DEFINITIONS:

In these Terms and Conditions of Business: 

"Terms of Business" means these Terms of Business or such other new Terms of Business as may from time to time be published on www.Finor-Group.com's websites.

"FG" means www.Finor-Group.com Costa Rica, the multi-jurisdictional marketing insignia of a worldwide group of companies offering offshore company formation and related services. Participating companies are independent of one another and have no authority with regard to any group member, express or implied, to represent, bind or act directly or indirectly as a statutory, managing or general agent for any purpose whatsoever, nor to be based in any jurisdiction outside that in which they are incorporated; which expression shall include its successors in title and assigns on its own behalf and as agent for the FG Officers (as hereinafter defined) and the employees thereof and any company under their direct or indirect control and any director or employee thereof.

"Client" means the person, beneficial owner(s) of the Company - which expression shall in the case of an individual include their heirs, personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns of the other part - who has requested FG 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 nominated by FG who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT Agent, trustee, protector, bank signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Company and the employees thereof and any company under their direct or indirect control and any director or employee thereof (which expression shall include any of them) for which the Client has asked FG 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, partnership, administration service, other activities required to maintain the Company in good standing including where appropriate on the statutory registers of the country of establishment/incorporation of the Company, or any other provision of a structure/service established and/or administered, and /or provided by FG to the Client or his Company or the Owners Appointees 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 versa.

"Illegal Activities" means all illegal activities which, without prejudice to the generality of the foregoing, include activities relating to terrorism; drug trafficking; money laundering; receiving the proceeds of criminal activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United Kingdom, or the United States of America.

"Prohibited Persons" means persons:

1. Prohibited under the laws of any country by reason of being a minor or having no legal capacity (for whatever reason) or otherwise unqualified to be a party to a contract.
2. Who are undischarged bankrupts or are otherwise disqualified from acting as a director or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence).
3. Who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.
4. Who are resident in a country subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing those imposed by the Security Council of the United Nations, the European Union, the United Kingdom, or the United States of America.

"Prohibited Activities" means:

1. Activities currently not approved by FG which are activities involving: arms, weapons or munitions; mercenary or contract soldiering; any material or any other device that could lead to the abuse of human rights or be utilised for torture; dangerous or hazardous biological, chemical or nuclear materials; drug paraphernalia; human or animal organs; the abuse of animals, genetic material.
2. Financial business: Unless otherwise agreed in writing any activity relating to the provision of financial services which requires a licence in any jurisdiction.
3. Any activity whatsoever that may damage the good reputation of FG or the country of incorporation of the Company

"Unacceptable Business":

If any Client or Owners Appointees are or become Prohibited Persons or engage in any Illegal Activities or the Company engages in any Illegal Activities or Prohibited Activities FG may at its discretion immediately terminate the Services or take all or any actions as are authorised in these Terms of Business.

"Warranties":

The Client confirms, undertakes, warrants and covenants with FG and the FG Officers that he is the ultimate beneficial owner of the Company and that he is not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Company. Additionally, the Client confirms and warrants that he, and shall procure that the Owners Appointees:

1. Will comply with these Terms of Business;
2. Will consent to act if appointed as Owners Appointees and that such Owners Appointees understand their legal duties and obligations;
3. Have taken appropriate tax and legal advice with regard to the establishment and operation of the Company;
4. Agree that FG and the FG Officers can (but shall not in any event be obliged to) rely on communications received from the Clients or the Managing Agent in determining what steps it is required to take in administering the Company and providing the Services.

"Indemnity": 

The Client (for himself and on behalf of the Owners Appointees) covenants with FG and with the FG Officers and with the Company and where appropriate shall procure that the Company covenants with FG and the FG Officers that they will at all times INDEMNIFY and KEEP INDEMNIFIED FG and the FG Officers:

1. Against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities which may arise or occur or be taken, commenced, made or sought from or against FG or the FG Officers in connection with or arising from the use or actions of the Company or the provision of the Services;
2. In respect of anything done or omitted to be done by FG or the FG Officers provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of FG or the FG Officers or to any liability arising as a result of fraud on the part of FG or the FG Officers;
3. In respect of any failure of FG and the FG Officers to comply wholly or partially with any instruction or request made by the Client, Owners Appointees or the Company and that FG and the FG Officers shall not be responsible for non-receipt thereof or any errors or ambiguity therein;
4. In respect of any loss or damage arising from the use of facsimile or email, including the use of unencrypted email, failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;
5. In respect of any penalties, fines, fees or other liabilities incurred by the Client, and/or the Owners Appointees and/or the Company in relation to the Company and/or the Services.
6. FG and the FG Officers expressly disclaim any liability to the Client, Owners, the Owners Appointees, the Company and any third parties for any damage or loss to the Client, Owners, the Owners Appointees, the Company or any other person arising out of the acquisition or operation of the Company and/or the Services by the Owners, Owners Appointees, the Company or any other person.

"Client’s Obligation":

1. The Client must give FG 30 days' advance written notice of their intention to discontinue the Services.
2. The Client must obtain from FG its written consent before seeking to change the beneficial ownership of the Company or seeking to appoint new Owners Appointees and such applications must be accompanied by details of such proposed changes or appointments which shall without prejudice to the generality of the foregoing include an appropriately certified copy of the passport and proof of residential address of such persons and FG reserves rights to request further information concerning such proposed changes and to decline to accept such applications.
3. The Client shall and shall procure that the Owners Appointees shall undertake forthwith to inform FG of the nature of the activities of the Company and of any matters which might affect the Company and/or FG's willingness or ability to provide, or continue to provide, the Services, and seek FG's consent in writing before making any material changes in those activities.

FEES AND SERVICES:

1. FG will not provide Services unless FG has received in full and in advance all fees and disbursements due to it in relation to the Company or the provision of the Services.
2. At all times the Client agrees to pay all fees charged by FG which fees include disbursements and expenses incurred by FG in connection with the Company and in providing the Services, and annually recurring amounts but, although effort is made to maintain the same fee level for as long as possible, FG reserves the right to increase the level of fees payable. Any such increase will be notified to the Client in advance.
3. The Client hereby irrevocably authorises FG to withdraw moneys from any funds held by it on behalf of, or on any account managed by it, on behalf of the Client and/or the Company in order to discharge all and any fees and expenses payable to or by FG or the Company.
4. The fees are set out on the basis of immediate settlement by the Client. When FG invoices for annual services, 20 % may, at the discretion of FG be added to the fees invoiced but the additional amounts is fully allowable as a discount if the invoice is paid within 30 days.
5. In the event that the Client fails to settle invoices properly rendered to him by FG within the period for payment notified on that invoice then the Client authorizes FG to deduct the fees from any account, monies or property under the control of FG and belonging to the Client or the Company.
6. In the event that the client requests FG to transfer the management of the Company to another agent or Corporate Service Provider, FG will not transfer the Company until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with FG's professional and transfer fees) have been paid in full.
7. If the Client no longer requires the Services provided by FG then within 30 days of receipt of the invoice for the forthcoming year's Services the Client shall advise FG accordingly. If the Client does not so inform FG 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.
8. Domiciliary and management services are provided on a yearly basis and FG will not, without prior agreement, provide such services for shorter periods or for part only of the yearly billing period.
9. A termination fee shall be payable by the Client to FG 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 FG quote fees in US Dollars or GBP700 in respect of each company or trust established in a country for which FG 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.
10. If a client places an order and does not follow up or respond to communications provided by www.Finor-Group.com withing 30 dasy after having received payment the order will be considered as abandoned and no refund will be issued.
11. ALL SALES ARE FINAL - once an order has been placed no refund will be issued under any circumstances. Credits towards the client's account may be issued at the discression of www.Finor-Group.com.

DIRECTORS/ADMINISTRATORS:

Where FG is providing Directors/Administrators and/or Company Secretary ("Officers") to or for the Company then:

1. 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.
2. FG will procure the resignation of the Officers they provide upon written request from the Client.
3. The Client will at al times indemnify and keep indemnified the Officers in respect of all actions, claims and demands, losses and costs made against or suffered or incurred by the Officers in the exercise or purported exercise of their duties unless the Officers shall be guilty of personal dishonesty.
4. The Client must, at all times, keep the Company in funds sufficient to discharge its liabilities as and when they become due and at the request of FG or the FG Officers shall pay to the Company such sums as may be required to enable the Company to discharge in full such liabilities.
5. The Client will inform FG of any matters that might affect the Company or any matter that is material to the management or affairs of the Company, and at the request of FG or the FG Officers, immediately provide all information so requested by FG to assist FG to prepare financial statements for the Company, and/or disclose to FG or the FG Officers of any and all information concerning any corporate asset, transaction or business of the Company.
6. The Client will apply to FG in writing for consent before seeking to alienate, assign, sell, pledge or otherwise dispose of or encumber the Owners or the Owners Appointees interests in the Company or any part thereof. FG reserves rights to request further information concerning such proposed changes and to decline to accept such applications.
7. Where the Client/Owners Appointees are grantees of a power of attorney from the Company, act with the utmost good faith to the Company, maintain accurate records, disclose in writing any relevant facts relating to potential conflicts of interest with the Company to the Company and the FG Officers and inform the Company and the FG Officers in writing each time a power is exercised and the details of such acts and must acknowledge that if the Company is fraudulently induced to execute a power of attorney or any grantees act illegally or in bad faith any transactions benefiting those grantees can be set aside and those grantees will be held liable on a full indemnity basis to the grantor.
8. When FG provides FG Administrators/Officers, FG and the FG Officers shall be entitled to take any steps which they may in their absolute discretion think fit to protect the interests and/or assets of the Company and to take such professional advice in the interests of and at the expense of the Company as FG or the FG Officers may consider necessary.

REGISTERED OFFICE:

Where FG is providing registered office facilities to or for the Company then:

1. No reference shall be made to that registered offices address in any advertisement or public announcement without the specific consent of FG thereto.
2. The facility is available on the basis of license revocable at will by FG and the Client will upon request from FG immediately transfer the registered office address to another address selected by the Client.
3. From time to time, it may be necessary for FG to move its offices to another location and such a move may well make it necessary for the registered office address(es) of the Company to be changed. FG 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. 

OTHER PROVISIONS:

1. Instructions and Requests

So that FG may at all times be able to contact the Client should the need arise, the Client hereby agrees to inform FG immediately upon changing his usual business address or residential address or telephone or fax number.

All instructions or requests for action shall be transmitted to FG by the Client in writing by e-mail, letter or facsimile. FG may, at its discretion, agree to action any request or instruction given otherwise than in writing only on the express understanding that FG shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good faith.

The Client acknowledges that FG is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided and the jurisdiction of incorporation of the Company and agree that any action undertaken by FG or the FG Officers to comply with those laws or regulations shall not constitute a breach of FG's obligations hereunder.

FG and the FG Officers shall not in any event be required to take any action which they consider unlawful or improper or which may cause FG or any of the FG Officers to incur any personal liability and the Client, Owners Appointees and the Company agree that FG shall not be liable to them for refusing to take any such action.

Where permitted under these Terms of Business or if instructions are requested by FG or the FG Officers and no instructions have been received by FG within 30 days, or where the urgency of the matter requires action within such lesser period as may be stated in the request, FG or the FG Officers may immediately and with no liability to the Client, the Owners Appointees or the Company take no further action on a particular matter; or take no further action at all in relation to the Company and/or the Client and/or the Owners Appointees; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers.

The Client irrevocably agrees and consents that, if the Company is a company and the FG Officers are directors or managers of that company, or the Company is a Partnership and the FG Officers are members or managers of that partnership, or the Company is a trust and the FG Officers are trustees or protectors of that trust, FG or the FG Officers may, without further notice to the Client take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Company struck off, dissolved or liquidated; or effecting a resignation of all or any of the FG Officers; or transferring all or any of the shares, capital or interest of the Company into the name of the Client; or appointing the Client as a director, officer, trustee or protector of the Company; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers.

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 FG 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 FG to provide proof of postage.

FG 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 FG 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. 

2. Confidentiality and Privacy

FG and the FG Officers agree that where the Client, the Owners Appointees or the Company deliver to them confidential information they shall use all reasonable endeavours to keep it confidential.

FG and the FG Officers collect personal information and personal data when the Client, Owners Appointees and the Company communicate with them and use this personal data and information to facilitate supplying the Services and from time to time to provide information, reference notes, guidelines, advice and for marketing such products and other services and providing such other information as FG may from time to time make available to them.

FG protects personal information and personal data from unauthorised access, use or disclosure. Except where permitted in these Terms of Business the personal information and personal data collected is used only for these purposes and it is never sold, lent, leased or otherwise distributed outside FG. The Client and the Owners Appointees ACCEPT that this may mean that personal information and personal data may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

FG and the FG Officers reserve the right to treat the obligations of confidentiality and privacy in above-mentioned Clauses as not applicable and may divulge confidential information, personal information and personal data when they are obliged by law, or when required by third parties in order for FG or the FG Offices to provide the Services or when FG has been unable to obtain the Client or Managing Agents instructions and it appears to FG to be in the best interests of the Client and/or the Owners Appointees and/or the Company to provide such confidential information, personal information or personal data.

Without prejudice to the said duty of confidentiality, FG and the FG Officers reserve the right to act for other clients (including competitors of the Company, the Owners or the Owners Appointees).
Any report, letter, information or advice FG or the FG Officers give to the Client, Owners Appointees or the Company is given in confidence solely for the purposes of providing the Services and is provided on condition that they undertake not to disclose the same or any other confidential information made available by FG or the FG Officers without FG's prior written consent.

Notwithstanding any provision hereof, FG and the FG Officers shall be entitled and are irrevocably authorised to open, read and copy all and any correspondence, letter, fax or other communication received by the Company and/or it on behalf of the Company, the Client or the Owners Appointees.

3. Cessation of Services

FG and the FG Officers shall be entitled without notice to cease to provide the Services, if:

1. The Client or the Owners Appointees fail to observe these Terms of Business;
2. It comes to the attention of FG or the FG Officers that the Company is being used for activities which were not included in the application form provided by the Client to FG or as subsequently advised and accepted in writing by FG;
3. In the event of the death of the Client, the Owners Appointees, including in the case of joint persons acting as the Owners, or any one such person, the Client fails to make provision for the disposition of the affairs and the Ownership of the Company and/or does not provide FG, within a reasonable time, with the name of an appropriate substitute;
4. When FG provides FG Officers, any of the FG Officers resigns or in the event that any legal proceedings are commenced against the Company (including any injunction or investigation proceedings).
5. In any of the circumstances described in Clauses above, FG reserves the right to take action and reserves the right to treat these Terms of Business as automatically terminated without obligation on the part of FG.
6. FG may cease to provide Services at its discretion without prior notice.
7. The Client, the Company, and the Owners Appointees acknowledge that FG and the FG Officers may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to FG's and the FG Officers rights, it is agreed that FG and the FG Officers shall be entitled (but not obliged) to continue to provide Services so as to discharge such duties and FG shall be entitled to charge at its applicable rate for the provision thereof.

4.Interpretation

In its web site, and other materials FG provides information, inter alia, on corporate, trust, financial, immigration and commercial matters. Such information does not purport to be legal or other professional advice and cannot be taken to constitute such advice.

In offering and providing the Company and/or the Services, FG and the FG Officers do not, nor is it to be interpreted as though they do in any way sanction, advocate or condone directly or indirectly the commission of any unlawful act or omission by any person or company in any jurisdiction or the use of the Company or Services for any illegal or fraudulent purpose.

5.Miscellaneous

These Terms of Business supersede all prior Terms of Business and agreements whether oral or written with respect to such subject matter.

No exercise or failure to exercise or delay in exercising any right power or remedy vested in any party under or pursuant to these Terms of Business shall constitute a waiver by that party of that or any other right power or remedy.

Upon request, the Client agrees to provide FG with whatever information FG may reasonably require about the background of the Client and/or the dealings and the business of the Company.

6.Law

These Terms of Business shall be governed by and construed in accordance with the laws of The Republic of Costa Rica, however any dispute or difference arising between the Client and FG from or out of the provision of the Services by FG 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 sites of the particular office providing those Services or, if FG shall deem it more convenient or appropriate, in San Jose, Costa Rica. The Arbitrator shall be appointed by agreement between the parties. For the avoidance of doubt the Client and FG agree that the decision of such arbitration shall be binding on all parties to that arbitration.

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