1. This agreement relates to company formation services, annual services or other related services (jointly and severally referred to as the “Service”).
4. The Client accepts electronic communication and storing of documents and information.
5. The Service shall be paid in advance according to prices set by ABCSelskap. If a Service is not paid, or if a service paid by card, cheque or in any other manner, is withheld or cancelled, or for any other reason not properly paid to ABCSelskap, the order is still binding, and a proper payment shall be made immediately. In case of late payment, penalty interest and penalty fees shall apply according to law and common practice.
Government and public fees relating to the registration of companies outside UK, will be invoiced to the Client or the Company receiving the Service directly by the proper authorities, and is not included as part of the Service except when explicitly stated in writing.
Pro selskap or Pro selskaps’ agents or third party representatives of Pro selskap, may issue additional invoices for any meetings with the Client, or for special forms, documents or other extraordinary services requested by the Client, not forming a part of the standard Service. In addition, large quantities of copies, courier services or similar, requested by or offered with the consent of the Client, may be charged extra. The Client shall receive prior information of such additional costs.
6. Neither Pro selskap, nor Pro selskaps’ employees, agents or representatives, can give binding assurances regarding the processing time of forms or registrations, as such processing times rely heavily on the performance of services of government bodies or third party agencies. Similarly, no such person can provide binding assurances that certain company names or trademarks are available for registration. If a registration of a company is refused, Pro selskap will notify the Client, who will amend or alter the registration request. If a trademark registration is refused by the registrar, Pro selskap will offer a new registration for a different mark at cost. The Client is aware that government and public fees paid for an unsuccessful trademark registration is not normally refunded by the government body.
A binding order cannot be cancelled, even if the preferred company name or trademark is not available or the registration was refused for other reasons related to the Client or which may reasonably be rectified, amended or altered by the Client. Under no circumstances shall such aforementioned persons be held liable if a registration of a company or trademark violates third party rights, and the Client agrees to fully indemnify Pro selskap and its agents and employees.
7. The Client agrees to provide Pro selskap with all relevant information and data relating to the performance of the Service – including but not limited to the Client’s contact details. The Client indemnifies Pro selskap for any claim or loss caused by lack of proper information provided by the Client, including the proper information about filing deadlines.
The Client shall complete all forms to the best of his ability, and warrant that all information provided is correct and up to date. The Client is aware of, and has familiarised himself with, all personal liabilities that may arise from such positions as director, company secretary, shareholder or any other position related to the forming and operation of a company, in any relevant jurisdiction. The Client confirms that he has also familiarised himself with other consequences of the formation of his company, including all tax implications, and has sought the necessary professional advice required to form an educated decision to proceed with any such company formation, and confirms that he has not relied on any information or advice offered by Pro selskap.
8. Pro selskap liability for any fault or defect in the performance of the Service is limited to the remuneration received under this contract. Pro selskap has no liability for indirect or consequential loss, or loss related to changes in law or public regulation.
The Client shall hold harmless against and indemnify Pro selskap employees or agents, for any loss caused to any third party relating to the performance of the Service, or the fact that the Service could, for any reason, not be performed.
9. The Client confirms that any company formed, shall not be used for illegal purposes. The Client is familiar with the fact that Pro selskap employees or Pro selskaps’ agents may be bound by law to report suspicions of money laundering or illegal activities.
10. If the Service includes Company Secretary services, Pro selskap shall directly offer a corporate body or an individual for that role, or provide any such corporate body or individual through a partner, agent or subsidiary.
Company Secretary services in the UK shall be limited to the provision of, assistance to, or direct filing of, Annual Return and annual accounts (dormant) to Companies House, and a non-trading or non-fiscal resident notification to Inland Revenue. Other filings or assistance are not included in the Service, unless specifically agreed in writing. The Client shall under all circumstances, remain liable for all government fees and penalties.
Pro selskap can at any time, terminate this Agreement without reason, provided that a proportionate part of the annual fee charged is refunded to the client.
Without any refund, ABCSelskap may terminate this Agreement or any part of it, if the Client does not provide information to provide the Service in an efficient or accurate manner, or if the Client does not properly contribute to the performance of the Service, or if Pro selskap at its sole discretion suspects that the Client is involved in activities that are illegal, immoral, or may cause damage to Pro selskap or Pro selskaps’ reputation.
The provision of the above mentioned Service is based on the presumption that the Client does not have any business activities in the UK, or any other activity that for any reason shall be reported to the UK authorities or be included in accounts or tax returns. The Client shall notify ABCSelskap immediately, should these conditions at any time not be met – and any continued Service thereafter must be agreed in writing between the parties.
Pro selskap shall provide the services mentioned in this section within the standard filing deadlines set by UK authorities. If the Client’s signature is required, Pro selskap shall approach the Client in reasonable time, so that a signature may be provided prior to the filing deadline, but in such cases or any other case where Pro selskap cannot without the Client; or a third party signature or other contribution complete the filing, Pro selskap shall not be responsible for the filing deadline itself being met.
The Client hereby grants Pro selskap an unlimited right to complete annual returns based upon the data held by Pro selskap at any time, and to file dormant accounts with Companies House and Inland Revenue. This Agreement constitutes a Power of Attorney to complete and file any such reports and accounts. The Client is aware that he or his companies may be required to file additional information with Inland Revenue or other government bodies, including copies of a certificate of fiscal residency and copy of full accounts. Pro selskap may forward such requests through Pro selskap online based systems.
13. If the Service includes changes to company details, such as transfer of shares, change of director or director details, change of company name or any other similar change, Pro selskap shall provide the Client with such forms and documents as necessary to register the changes, and/or complete such changes through electronic filing. Pro selskap will complete or attempt to complete forms based on the information provided by the Client, and is not liable for any loss or damage caused by incorrect or incomplete information being provided by the Client. The Client shall indemnify Pro selskap against any loss caused by such incorrect or incomplete information
14. If the Service includes assistance with so-called ”strike-off” in the UK, the Client is aware of the consequences of such strike-off and the particular problems and risk of loss that such actions may cause. For such Service, ABCSelskap is not liable for any loss or damage caused whatsoever.
16. Where the Service is, in part or full, an annual or recurring service, this agreement will be automatically renewed for another term, provided a notice of termination has not reached Pro selskap more than 60 days before the renewal date. The Client shall pay such service by debit or credit card, and the Client accepts that an automatic charge is made to the credit card at the time of renewal continuously until a termination by either party under this agreement.
17. Subject to injunctions or any court or binding government order, Pro selskap shall observe client confidentiality relating to all sensitive Client details, provided such details are not already publicly available. This confidentiality shall be observed both during and after the service period. Pro selskap reserves the right to assist the police and any similar government body with information and copy of documents during any investigation.
18. Pro selskap does not provide services to consumers. The very nature of the products and services delivered means that all purchases are considered professional business-to-business contracts. As a professional part, the Client cannot claim consumer rights or claim protection under any EU Distance Selling Regulations and is not protected by any right to a coolingoff provision.
As a general policy Pro selskap does not offer the right to regret a purchase or request a refund. Requests for a cancellation of an order or any full or partial refund will be considered on a case by case basis and is at the sole discretion of Pro selskap.
The Client is aware that Pro selskap may not be incorporated as a legal entity in the jurisdiction of the Client and may not operate from a regular place of business in this country. For services to customers in Norway, a surcharge of 17.5% is charged.
19. For the purpose of documentation and clarity, Pro selskap reserves the right to record phone calls with the Client, and retain such recordings indefinitely.
20. Debt collection and any other recovery of any outstanding amount owed Pro selskap under this Agreement, including issues relating to whether the parties have entered into a binding Agreement, is subject to the national law where the client is a resident at the time of entering into this Agreement. For such claims under this Agreement both parties subject irrevocably to the jurisdiction of the courts in the same jurisdiction. Any other parts of this Agreement, or any other issue arising from this Agreement or arising or related to the Services, is subject solely to the laws of Bulgaria, and the parties irrevocably submit to the courts of Bulgaria, with Bulgaria as the agreed forum.
21. Any card payments made with Pro selskap are normally debited within 1-3 working days after preauthorisation has been done on the card or the order made with the company.
22. Delivery times vary from product to product, which can take from 1 to 30 days, depending on third party registrars and banks. The speed of delivery also depends on how quickly the customer provides the documentation which is required by Pro selskap to complete the order
Legal Company Name: GCS Europe Ltd.
Company Name: Pro selskap
Company Address: GCS Europe Ltd. 25, Georgi S. Rakovski Str. Sofia 1202, Bulgaria.
Email Address: support@abcselskap.com
