Privacy Management GroupLtd., Cyprus – A company in association with the Privacy Management Group – henceforth referred to as “PMG”.
These General Terms and Conditions are a legally binding part of all consultancy, service and user agreements between PMG and its contractual partners (mandators, clients, users). The general terms of business and contractual agreements based upon these between contractual partners and PMG are based upon the laws and rules of conduct of the Republic of Cyprus.
PMG provides all services exclusively based on these terms and conditions (AGB / Terms & Conditions), as well as the current specificationof services (LB). A contractual partner’s differing general terms of business do not apply, even if PMG does not explicitly object to them. PMG does not recognise a contractual partner’s general terms of business which conflict withor differ from their AGB, unless PMG explicitly approves their validity inwriting. These AGBs still apply if PMG carries out delivery to the client without reservation and in full knowledge of the contractual partner’s differingterms of business. PMG is entitled to change the LB, as well as these AGBs, with a notice period of two weeks. PMG will announce the particular changes inwriting on their appropriate internet presence. At the same time the contractual partner will be expressly notified that the particular change is an article of the contract existing between the two contractual parties. Should the contractual partner not object tothe change within a notice period of one month from the announcement of the change, each party has the right to terminate the contract verifiably inwriting within the valid due notice period for a termination. PMG’s internet presence explicitly offers no substitute for a consultation, particularly not in the case of legal and/or legal matters. None of the content found here should be understood as are commendation to undertake and/or refrain from any activities. No liability is assumed for the accuracy or integrity of the displayed content. We expressly advise you that earnings generated abroad may still be liable for taxation inyour home country. We do not provide legal or tax advice. The fulfilment of tax obligations is entirely your own responsibility. Please contact your legal and/or tax consultant as a matter of principle prior to founding a company.
(1) Basic regulations
Should individual terms in these General Terms and Conditions and the contracts based upon them be ineffectual or completely impracticable or become ineffectual or impracticable after the signing of the contract, the validity of the of the General Terms & Conditions and contracts based upon them will remain unchanged. In place of the ineffectual or impracticable term, those effective and practical terms should come into force, whose effects come closest to the economic purpose that the contractual partners had pursued with their ineffectual or impracticable condition. The preceding regulations are valid respectively in the case that the General Business Terms and/ or contracts based upon them are proven to be incomplete.
(2) Formulation of a Contract
The contract between PMG and the contractual partners comes into being when PMG receives the mandate from the contractual partner by way of a contract order confirmation order via email. This can also already lie in the preparation of services for the letter of acceptance by PMG reserves the right in individualcases to decline the mandate at conclusion of the contractual relationship with good cause.
The respective offer by PMG is the basis for the conclusion of the contract, in which the range of services and PMG’s compensation is established, whether verbally or a by written mandate from the contractual partner (alternatively by issuing a mandate to found a company to PMG and sending a copy of an identification card or passport).
Statutory regulations apply between business persons exclusively according to the law of the Republic of Cyprus.
The contractual partner declares by accepting PMG’s offer or by commissioning PMG, whether verbally, in writing or by the sending of identity documentation in the mail, that they are a business personacting on their own behalf according to the law.
PMG assumes of all visitors to their published internet site (mandators, users, and interested persons), that they are business people in the eyes of the law and that they are registered traders. As a principle PMG is not obliged to check this presumption. In addition, every person who makes written ortelephone contact with PMG declares that they are a business person (a trader in the legal sense – not a founder of a new business). Should a person not agree with this provision they are asked not to request any information throughPMG, and in particular to not request any services through PMG.
This is result of basis regulations on the right of withdrawal and cancellation. Fundamentally and with reference to the previously namedprovisions, a right of withdrawal and cancellation is basically precluded.
(3) Contractual Partner Obligations
The contractual partner is responsible in all cases for the correct entry of their data, which is required for the execution of the contract and/or the use of services. The contractual partner must inform PMG of any changes immediately and in writing. The mandator must avoid any impression in legal relations or business dealings that they are responsible for the content assigned to PMG. The mandator is obligated to maintain the currentness of data saved by PMG and to ensure they are always contactable by post or digital means (email). Possible losses by the contractual partner which result directly or indirectly from PMG being unable to reach them in writing will not be assumed by PMG (e.g. fines for failure to observe time limits, chequesetc). The obligation to research does not lie with PMG. If the contractual partner does not inform PMG in writing of any changes to their contact data,written statements count as issued if they were sent to the last address to be recognised by PMG. This applies also and especially to deliveries via electronic mail.
The contractual partner will supply PMG with all information anddocuments required for the provision of the requested or ordered service without delay. They will inform PMG of all processes which are of importance to thecarrying out of the mandate, even if these circumstances only arise during theexecution of the mandate.
The mandator is obligated to check all information made available for the execution of the mandate (company names, product descriptions, logos,domain names, etc.) for possible exiting copyright, trademark right or other third party rights issues. PMG expressly does not assume liability for the violation of another’s rights.
(4) Compensation for Services Rendered
If nothing else has been agreed in writing with PMG there exists an entitlement by PMG to charge a fee for every service in advance. All PMG services, which are not expressly compensated by the agreed fee/ compensation/ reimbursement, will be calculated especially for the mandator by PMG. All PMG expenditures are to be reimbursed by the contractual partner. PMG reserved the right to change the compensation for services rendered if costs rise or fall after the signing of the contract, in particular due to price rises by third parties. Upon the request of the mandator, PMG will present the reasons for the prise fall/ rise.
There are, however, constraints referring to this in the case of a “cost guarantee” for the annual administration fee on the side of PMG. In thiscase PMG guarantees their mandators that the annual administration fee for the corresponding offshore company will remain the same for 3 years. For a time period of 3 years (36 months) from the foundation date PMG guarantees by this that the amount of the annual administration fee will remain unchanged. After the expiration of this 3 year period PMG is entitled to increase the annual fee in following years by a maximum of 2.25% per year.
Hereafter the regulations in point 4 apply in the regular manner.
The compensation for services rendered is due for payment by the contractual partner immediately and without delay within 3 working days fromthe date of invoice. In the event of default PMG is entitled to demand interest from the mandator at 4 percentage points above the bank rate per year. If PMG should be in a position to prove greater damage has been done by default, they are entitled to claim this. In addition PMG is entitled to cease all services immediately in the event of default and moreover to not accept or not send on forwarded post and incoming calls under the conditions of post and telephone services(forwarding of post from registered address). PMG also has the right to halt their services in part or in full after a singular reminder, at the latest 14 days after default of payment. PMG is at liberty to make use of the right of retention as regards business data anddocuments. Upon reimbursement of all demanded sums by the contractual partner, PMG declares itself prepared to surrender all of these kept under the right of retention to the contractual partner.
The mandator should raise any objections to invoices from PMG immediately upon receipt of the invoice. Objections do not entitle the contractual partner to demand back sums already paid. If PMG acknowledges the objection in part or in full, PMG will reimburse the overpaid amounts to the contractual partner. If the contractual partner arranges for a return debit note, the associated costs to PMG will be borne by the contractual partner and this entitled PMG to terminate the whole contract with good cause. The mandator is only entitled to the right to set-off if their counterclaim can be legally established and this is recognised by PMG. In addition, he is only authorised to exercise a right of retention in as far as his counterclaim is based upon the same (individual) contractual relationship.
(5) External Services / Engagement of Appropriate Third Parties
PMG is entitled, at their own discretion, to carry out the submitted and/or ordered services of the mandator themselves, to avail themselves or the provision of services covered by the contract by appropriate third parties and/or to substitute such services (“supply agent”). PMG will carefully select supply agents and see to it that these are in possession of the required specialist qualifications. PMG will only assume debt collection for services performed if in this case this service forms part of the offer.
The division account service (banking service / mediation of private and business accounts) is the responsibility of PMG. A vicarious agent for this is the Privacy Management GroupLtd. in Cyprus. The trustee service (Nominee Director -Nominee Shareholder) offered by PMG is always performed by the appropriate body (corporate body). These “trustee services” are applied in the “Director” as well as the “Shareholder” division, provided that the trustee service forms a part of the service agreement.
PMG is liable according to legal requirements only on the basis of a deliberate and imputable or gross negligence or if PMG has violated a fundamental contractual obligation at least through slight negligence. Otherwise liability is precluded. PMG’s liability is also precluded if the contractual partner hasnot fulfilled their duty of notification. Should the contractual partner be entitled to compensatory damages in place of services, this liability is limited to the compensation of foreseeable, typically occurring damages.
The contractual partner must make any claims and justify these to PMG in writing at the latest within ten days after the provision of the service. Inthe case of justified and timely claims the contractual partner is entitled to rectification of defects or an exchange of services by PMG. With a justified claim the shortcomings will be rectified within an appropriate amount of time, for which the contractual partner should make all necessary measures possible for PMG to investigate and correct these defects. PMG is entitled to refuse to improve a service if this is impossible or if it would involve a disproportionately high expenditure for PMG. The existence of deficiencies on the delivery date, the date of thedeficiency was established and the timeliness of the receipt of the complaint must be proven by the contractual partner beyond all doubt. PMG cannot fundamentally guarantee the entry of a name (desired name) into the commercial register. PMG is not liable for damages which result for the client from not having their name or branch entered in the register, account opening or similar circumstances. Liability for any mail delivery is expressly precluded.
Legal and taxation issues: Privacy Management Group does not provide any tax or legaladvice. You should therefore seek detailed advice from your trusted legal adviser before the foundation of a company abroad. This measure counts above all for advice on the complete content of these terms and conditions. We expressly advise you that earnings generated abroad may still be liable for taxation in your home country. The fulfilment of tax obligations is entirely your own responsibility.
Banking-Service: PMG guarantees the opening of a company account in conjunction with the foundation of a company on the authority of PMG, or also as an individual service. The validity of this guarantee (performance guarantee) requires that the mandator (account applicant) provides the required documents, necessary information and other documentation required by the bank, complete and without omissions within 10 working days of the written request (to the bank or to PMG). Should the opening of an account be denied by the bank in question due to circumstances which are no fault of PMG, PMG will accept no liability inany form for their clients, mandators and/or applicants. The validity of the guarantee of performance (guarantee) by PMG upon the opening of the account expires without substitution in so far as the bank is or becomes aware of the circumstances which the bank uses to decide to justify the decision to reject an application, with or without foundation. The same applies expressly should the applicant not meet their obligations to supply the required documents and information within the specified amount of time. A claim by the mandator (applicant) for a refund of fees already paid to PMG is precluded, along with any claim for damages or similar demands. PMG gives absolutely no guarantee regarding statements on “expected” processing times for the respective account opening, nor for arranged appointment dates between the bank and the applicant.
It is exacted of PMG that as soon as all information required for the execution ofthe account opening is available, a corresponding account opening application will be sent to the applicant or mandator by post within seven working days. Furthermore, PMG are obligated to forward the account opening application, once signed by the client, on to the appropriate bank within seven working days. The services provided by PMG, or by external parties commissioned by PMG, end with the opening of the requested bank account, or at the moment the bank should decline the application, for whateverreason. PMG will always aim to stand as an intermediary during the account opening phase, assisting both sides, the applicant as well as the bank.
Essentially the banking service offered by PMG concerns itself with the procurement of bank accounts. With the opening of the desired bank account(s) for the client, the performance obligation on the part of PMG comes to an end. PMG is no longer obligated to continue providing services to the bank or to its client which concern the bank account which has successfully been procured by PMG. The client/mandator, by signing their account application, commits themselves to an exclusive business and contractual relationship with the respective bank, Entitlements to benefits, demands, support etc. are matters for the agreement between the bank and the mandator.
Licenses and permits: Submitted state licences and public permits require the approval or the appropriate legitimate authorities or public facilities. Such decisions are not essentially predictable. For this reason PMG accepts no liability for the rejection of applied for licenses / permitsor for the consequences for the applicant or mandator. In no case does the mandator or applicant have a claim for reimbursement by PMG because the service offered by PMG is always ofan “intermediary” nature and not of fee on the basis of success. Demands, such as for damages among other things, cannot be entertained in such circumstances.
PMG advises that payments (fees) are predominantly first declared due by PMG and authorities when these represent an actually reference to advancement in the present case.
(7) Right of Retention
PMG is, in cases of outstanding claims against the contractual partner, fundamentally entitled to retain all services, correspondence, papers and documents, also in digital form, until such time as all claims are repaid in full. In addition PMG in entitled, in the case of non-payment of the annual fee, to file bankruptcy proceedings against the contractual partner, to repossess the company founded by PMG or to delete it from the register. There still exists the right to sue the contractual partner for non-payment.
(8) Notice Periods
Unless explicitly agreed otherwise, the parties are entitled to terminate the contractual relationship in writing and by registered mail, with a notice period of three months to the end of each calendar year. The parties retain the right to terminate the contract with good cause in exceptional situations. Good cause can be established particularly in the following situations:
a.) The contractual partner is in default of payment to PMG, the bond of trust between the parties has been irreparably damaged.
b.) the contractual partner repeatedly and culpably breaches their obligations in their contractual relationship with PMG.
The cancellation announcement be made in writing and sent my registered mail in all cases. In the case of justified termination in keeping with the points outlined above, PMG is in no case obliged to repay any monies received from the contractual partner. A requirement for PMG to repay the contractual partner is fundamentally and irrevocably precluded in this case.
In the case of a transfer of company management into the custody of another service provider, the mandator will be charged a transfer fee by PMG of 1,250.00 Euro. In the case of an early contract termination by the mandator, there exists no entitlement to reimbursement of fees already paid.
Notice regarding the liquidation of a corporate body: PMG is prepared to engage an appropriate third party for the liquidation of corporate body which was managed by PMG. The fees which PMG would charge the mandator for this service are dependent upon the member state and the legal form on the corporate body.
(9) Final Clauses
This contract is subject to the law of the Republic of Cyprus, as far as this case explicitly pertains to Privacy Management GroupLtd. Changes to the General Terms & Conditions will be published as already demonstrated. Changes are considered to be authorized, should the contractual partner not object within the stated notice period. PMG will make special reference to this in the communication or publication. The objection must be received by PMG within a month of publication of the communication or publication.
(10) Court of Jurisdiction
Here apply only the laws of the Republic of Cyprus.
We advise that every businessman should obtain the advice of personal financial, legal and tax advisors who are acquainted with their personal financial and tax circumstances. You alone are responsible for the fulfillment of all tax obligations.
United States persons (including U.S. citizens and residents) are subject to U.S.taxation on their worldwide income and may be subject to tax and other filing obligations with respect to their U.S. and non-U.S. accounts – including, for example, Form TD F 90-22.1 (Report of Foreign Bank and Financial Accounts(“FBAR”)). U.S. persons should consult a tax adviser for more information. * The ISO 9001:2008 is provided by the service provider Privacy Management GroupLtd. (as a co-operation partner / see legal details).
* The respective services, as identified on the website are certified according to ISO 9001:2008 by the TUV NORD.