Article 1 Applicability

These General Terms and Conditions of Service (also referred to as “Terms”) apply to, and are incorporated into, all agreements agreed with INCO Business Group (''INCO''), all INCO’s offers and quotations and deliveries and services provided by INCO.

 

The applicability of the terms and conditions of the client is hereby specifically rejected, unless agreed in writing otherwise. 

By accepting these General Terms and Conditions, the Client waives any right to claim that any other general terms and conditions shall be applicable. 

The applicability of general terms and conditions of the Client (or any other party) is expressly excluded.

 

In case any provision in these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If one or more provisions of these Terms shall appear to be fully or partly illegal or not enforceable under the applicable law, they shall hereby be replaced by provisions for which this does not apply and which provide near enough the same as the void and non-enforceable provisions.

 

No variation to these terms and conditions may be agreed other than in writing and signed by authorized representatives of the parties and any variations to particular purchase agreements shall not apply to other purchase agreements unless expressly confirmed in writing.

 

Article 2 Definitions

Consultant: an independent professional or employee of INCO who provides  information and advice in a particular area.

Information: information given orally or in writing by the Consultant to the Client on different areas including but not limited to:

 

• Accounting 

• Immigration/Residency 

• Legal Entity formation

• Banking

• Legal Advice

• Market Entry

 

Agreement: any written or oral request of the Client that is accepted by INCO.

 

Client:  Means the individual, firm or company whose name appears on the INCO invoice.

 

Due Diligence: The process of assessment by the INCO Business Group, including but not limited to the process by which it establishes whether the envisaged use of a Legal Entity and/or a Structure by or in the interest of the Client and/or of its Beneficiaries is in line with the policies of INCO Business Group and/or otherwise in line with the principles of legitimate business and/or good governance. The process shall include but not be limited to a review in relation to AML and other international due diligence 

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Incorporation: to incorporate or form(ed), or have incorporated or acquire one or more Legal Entities including, without limitation, Limited Companies in Germany, the Netherlands, the Republic of Cyprus, Spain, or any other designated jurisdiction and the structuring of the relations between such entities.

 

Legal Entity: A legal person (as opposed to a natural person) in accordance with the laws of the land of its incorporation.

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Immigration Services: Services provided by INCO’s employees or affiliated independent professional mostly related to advice over immigration procedures, including filing of residence permit and visa applications.

 

Business Plan: A written document that describes in detail how a new business is going to achieve its goals. A business plan will lay out a written plan from a marketing, and/or operational viewpoint.

 

Accountancy services: Preparation of the Annual report and filling at the Dutch Chamber of Commerce. At the end of each book year filing the Annual Corporate Tax Return and every quarter filling the VAT Tax Returns. 

 

Company formation: The process of incorporating a legal entity or other entity anywhere in the world.

 

Company dissolution: The process of closing a business, liquidating all assets of the company, dissolving a company and making the de-registration.

 

Fees: The total price for the services provided by INCO Business Groups Consultants,  Account Managers or anyone representing INCO.

 

Offer: the written offer issued by INCO or on behalf of INCO to the Client, in which it states against which conditions (financial or otherwise) it is willing to, on behalf of the Client, incorporate a legal entity or have incorporated one or more legal entities in any designated jurisdiction and advice how to structure the relations between such entities, or under which terms INCO will provide Services as listed below. The validity of the Offer may be limited in time.

 

Account Manager: An employee of INCO whose job is the day-to-day support of a particular customer's account with a business, and who serves as the primary point of contact between the customer and the company. The account manager position can provide customer support, technical support, planning and optimization for the account, as well as developing a relationship with the customer.

 

Services: All services provided by INCO, its officers, employees or contractors affiliated with INCO, including but not limited to:

• Accounting services

• Immigration services

• Secretarial/Company Officer services

• Legal Entity formation

• Bank account opening

• Contracts Drafting & Legal Services

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Article 3 The Contract

1. Any contract between INCO and the Client will incorporate and be subject to these Terms and Conditions and no other terms and conditions shall be binding unless they are expressly agreed in writing by the CEO of INCO or other authorized person.

2. The Client's Order for one of the Services of INCO (such as the Incorporation of a Legal Entity) will be deemed accepted only when INCO has been returned an Order form, and/or has received the invoice details and/or when  a letter of Engagement or such other form of instruction has been sent by e-mail which implicitly accepts these terms and conditions.

3. The Client acknowledges that he/she has entered into the Contract with INCO and  is subject to these conditions as a principal and not as an agent for or on behalf of any other person and accepts personal liability for the payment of INCO's fees.
   In the case INCO provides incorporation, company secretarial,  bookkeeping and/or accounting services to a company, the Client agrees to give his/her personal guarantee that INCO's fees will be paid. Therefore each Ultimate Beneficial Owner that can be considered The Client, is deemed to be personally liable for the costs of the Services provided by INCO. 

4. The Client’s Order concerning the formation of a legal entity, will in any event also be considered an Order by the ultimate shareholder/beneficial owner, and for this reason The Client will be personally liable for the payment of the Fees to INCO. 

5. In its confirmation (the “Order/Confirmation Sheet”), INCO Business Group shall detail the nature and composition of Products to be provided, including the time schedule of the deliverables. 

6. The Order/Confirmation Sheet will include an invoice for a down payment, which is payable within 5 working days. Save for a case of gross negligence or willful misconduct by INCO Business Group, such down payment is not refundable. The Client will pay the remainder of the Fees immediately to INCO Business Group within the period of time set forth in the invoice, and/or Confirmation Sheet, that INCO Business Group will issue immediately upon receipt of the Written Request. 

7. Should the Client fail to pay within that period, a contractual fine will be due, equal to 25% of the amount of the invoice, which is not subject to compensation or set-off by the Client and cannot be reduced by a court or arbiter. 

8. Upon receipt of the full amount of the invoice, INCO Business Group will proceed to execute the Structure within 30 working days or such period as shall be agreed explicitly in writing.

 

Article 4: written request

The Client, upon receipt of such Proposal, is under no legal obligation to accept the Proposal. However, the Client warrants that before issuing a Written Request to the INCO Business Group, he shall always do the following:

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1. Determine whether he fully understands the Proposal and the Structure and whether this is according to his wishes

2. Consider to consult his own advisers/suppliers in professional areas including without limitation legal, taxation and accounting

3. Read the Proposal and these General Terms and Conditions, and any relevant product conditions,  in full detail, in order to understand the nature and the legal conditions set forth therein

4. Determine whether he has questions to be asked to INCO Business Group

5. Determine whether all the information he has submitted to INCO Business Group to date have been accurate, still are accurate and true

 

By issuing a Written Request to the INCO Business Group, the Client declares unconditionally that he has done or has willingly and consciously not done what is set forth in these Generals Terms and Conditions. 

 

Article 5: Nature of information provided

1. INCO will give Information to the Client to its best knowledge, thereby using its experience and expertise in the areas of law, legal entity formation and taxation. Information provided by INCO to The Client should not be considered legal advice, unless this is explicitly communicated as such by INCO. 

2. The Information given to the Client will be based on particular circumstances related to the Client and might depend on factual situation that  can neither be foreseen nor assessed by INCO. 

3. The Client is at all times advised to consult his own accountant and/or legal adviser and/or tax adviser. The Client can instruct INCO to prepare a Tax or Legal Opinion/Memorandum to obtain legal certainty on their situation, however any information shared by INCO during the process of obtaining any of the Services of INCO, can’t be considered as such. 

4. The Information is based on the legislation and jurisprudence as known and reasonably foreseeable at the time the Information is given. It does not constitute a warranty or a guarantee that either will remain unchanged.

 

Article 6:  Use of the services of third parties  

1. When providing Services INCO is entitled to use affiliated third parties providers. INCO shall, as far as possible, consult the Client before instructing third parties and shall in any event exercise due care in its selection of third parties.

2. INCO shall not be liable for  any acts and/or omissions of third parties providers.

3. The Client indemnifies and holds INCO harmless from and against any and all third party claims, including reasonable legal costs, arising in whatever manner from the activities carried out for the Client, unless they are a result from gross negligence or willful misconduct by INCO.

 

Article 7: Client On-boarding & Monitoring

In order for INCO to provide any Service, INCO performs Know Your Customer-

research, and each Client must present an authenticated ID (passport, ID, or

driving license), a proof of address, and (if relevant) a valid extract from the trade register of the Chamber of Commerce.

 

The extract of the Chamber of Commerce may be no older than 3 months,

and the proof of address may not be older than 1 month

In pursuance of the WWFT INCO is only authorized to start the activities after

completion of the procedure prescribed by the said Act regarding identification of the client and potential ultimate beneficiaries.

 

The Client is required to fully comply with any information requests concerning the corporate structure or background of the Company (during the formation, or ongoing monitoring), or the UBO’s involved in the Service that will be provided by INCO. INCO is regulated via the WWFT, and can be required to share Client’s information to the regulating agency. The Client might be required to share certain personal or company information to (government) agencies, and INCO can insist that Client fulfills these requirements and/or provides a statement on such affair. 

 

In pursuance of the Dutch Money Laundering and Terrorist Financing (Prevention) Act (WWFT) INCO is held to report unusual transactions within the meaning of the said Act to the Financial Intelligence Unit (FIU – Netherlands).

 

INCO shall never be liable for damages that a client incurred, incurs or shall incur due to or in connection with a notification wrongly made within the framework of the WWFT, unless there is question of intent or gross negligence on the part of INCO.

INCO shall never be liable for damages that a client incurred, incurs or shall incur due to or in connection with the fact that INCO was not able to complete the identification procedure as intended in the WWFT yet, unless there is question of intent or gross negligence on the part of INCO.

Extra ‘Due Diligence’ fees can be applicable, in the event that INCO has reason to further investigate the background of the Client or the Company, or any the transactions that it has performed. Extra identification fees are relevant in certain events (appointment of >2 individuals (75 EUR pp) or > corporate body (150 EUR pc).

 

Article 8: Immigration/Residency Services

INCO cannot and will not guarantee that the Immigration authorities will grant any permit, visa’s or other authorizations and is not responsible for any refusal of Client’s application.

 

Article 9: Business Plan

1. INCO will serve the Client to its best ability. However, the success of an investment for a specific Client may depend on circumstances relating to Client, third parties, or other issues that can neither be foreseen nor assessed by INCO Business Group. INCO does not guarantee success of funding requests, permit applications, or other such use of INCO’s products. INCO will not be responsible for the content included in the business plan provided by the Client. 

2. INCO will provide a quote to The Client based on the input of the Client, and based on the expectation that The Client will cooperate in order to properly finalize the Business Plan. INCO can’t be held liable for any shortcomings of the Business Plan due to a non-cooperative attitude of The Client. 

3. Any instructions that will be received from client after approval of INCO’s quote, might result in additional fees, depending on the extra amount of work to be delivered by INCO. INCO will advise the client before undertaking any procedures that will increase the agreed fees and client will be asked to accept by agreeing in writing. This does not include any extra standard fees that might apply based on the General Terms and Conditions or any applicable product conditions. 

4.  Work specifically excluded from the business plan service are mentioned hereafter. However, INCO can offer these services to client. INCO will advise the client before undertaking any procedures that will increase the agreed fees, and client will be asked to accept by agreeing in writing. Services specifically excluded from business plan service include (but are not restricted to): Applications for funding or permits, financial advice, legal advice, market research, marketing, interim work, translations, slide (e.g. pitch) decks, company formations, bank accounts, domiciliation, (audited) financial plan, accounting services. 

5. While providing services to the Client INCO is authorized to take on the services of third parties if such is deemed necessary. INCO and its employees are not liable for any failure of such third parties. 

6. Business plans depend on client input (in English). Client therefore commits to speaking with the INCO consultant for a minimum of 8 hours in a period of 4 weeks following the 1st interview. Client also commits to providing requested input. Not meeting these requirements allows INCO to finish the business plan with information provided up to then.

 

Article 10: Company Secretarial/Officer Services

1. By signing the Order Form, and/or the GTC and/or performing the payment of the Company Incorporation package ,or Company Officer services, he CLient has entered into a contract with INCO for one year, concerning the provision of Company Officer services. 

2. The contract for the Company Secretarial/Officer Services will be for one year. The scope of work is described in the Company Officer Fact Sheet, and the exact performed services will depend on the exact requirements of the Client. 

3. The contract will be extended automatically if the Client does not terminate the contract in writing giving a three months notice before the termination of the pending contract. 

4. The termination conditions as mentioned in the General Terms and Conditions apply for the Company Secretarial/Officer services. 

5. Product Conditions apply for this service and are made available to The Client. 

6. Client can request INCO to support in the opening of the bank account for the Company.  INCO has no direct arrangements with Dutch or overseas banks to facilitate the opening of a bank account. Due to Dutch regulations (supervised by AFM) INCO is not allowed to perform any activities focused on opening a bank account, except for making basic introductions (forwarding contact details). In case more bespoke services are required, we work with third parties that are regulated by the Dutch Central Bank or AFM. These parties will fully assist you with your financial matters. INCO Business Group can not guarantee that the bank will open the bank account, based on its compliance or client acceptance agreements. Furthermore, INCO can’t be held responsible for any delays in the bank account procedure, and the UBO confirms that the ultimate service has to be provided by the bank, not by INCO. Therefore the GTC of the bank is applicable and the UBO needs to agree with the conditions and fees, and the UBO can’t discuss these conditions or bank fees with INCO.  In case of rejection by the bank, INCO can’t be held responsible in any way.

7. INCO can’t provide any guarantee that the Company will be able to obtain a VAT number in the Netherlands. INCO can’t be held liable in case the tax authorities decided to freeze or cancel the Company’s VAT number.

 

Article 11:  Bookkeeping/Accountancy Services

1. INCO provides a quote to The Client based on the total amount of expected transactions that will be part of the administration. Extra fees will be relevant for the closure of the book year, can similarly be quoted based on the amount of transactions of the Company. INCO can charge extra fees in case complex tax or administrative issues occur, or when extra due diligence research is required. 

2. The contract for the Bookkeeping/Accountancy Services will be for one year, unless agreed otherwise in the Bookkeeping Product Conditions/Agreement.

3. The contract will be extended automatically if the Client does not terminate the contract in writing giving a three months notice before the termination of the pending contract. 

4. The Client shall provide the documents that are required for the bookkeeping (or tax filing) within a reasonable time frame in order for the bookkeeper to file the relevant tax declaration. 

5. The bookkeeping/accountancy services will be performed based on the information provided by the Client. 

6. INCO will not be liable for late tax/report filing, if the Client has not provided INCO with the required documents on time or the documents provided are not correct, or any other event unless there is a question of intent or gross negligence on the part of INCO.

 

Article 12: Company formation

1. INCO provides company formation services, however unless specifically agreed otherwise, INCO does not provide company formation services as a stand-alone service. INCO will assume on ongoing relationship with it’s Clients on Company Officer or Bookkeeping Support, and these services are part of INCO’s initial offer to the Client. 

2. The price for setting up a legal entity only includes the registration of the company, as described in the Proposal that has been made available to the Client by INCO. 

3. INCO will deal with notaries and/or lawyers and/or other third parties, in order to complete the company formation. Personal details of the Client and the Company will be shared with such third parties, for the sole purpose to complete the company formation. 

4. Any draft statutory document provided by INCO or a notary, has a validity of 30 days. In case a client takes more than 30 days to get documents legalized, signed, or revised, INCO holds no longer responsibility for the accurateness of the documents. Its suggest that after 30 days, the client contacts INCO to verify if the documents are still 'valid'. 

5. Any ‘KYC document’ that has been provided by Client has a limited validity period. INCO can’t be held responsible for any extra costs in case a new version of a document must be provided, due to delay in the company formation process. 

6. INCO can’t be held responsible for any delays, or extra fees, in the event of unexpected changes in ‘KYC/Client onboarding  regulations’ or procedures, as enforced by law or the involved third parties. 

7. INCO can cancel the company formation service/process, in case the Client does not respond for a period of more than 30 days, without entitlement for a refund. Extra fees will apply to reactivate a company formation process (starting at 750 EUR).

8. INCO is only responsible for the registration of the legal entity. 

9. Extra due diligence fees can apply, as described in these General terms and Conditions. 

10. Once payment has been received, a grace period of 2 days is applicable. This fee excludes any ‘contribution fees’ charged by the local Chamber of Commerce to the UBO compan(y)(ies), or courier charges, (unexpected) legalization fees, office charges, and legal or secretary fees in case of additional required guidance, support or documents. This offer is valid for 30 days.

11. INCO will perform the Client Onboarding Service before it can initiate the company formation process. INCO, or a third party such as the notary, can request for additional documentation, translation, or legislation during the process. INCO can’t be held liable for extra expenses or delays.

12. In the event that the Company requires a (local) bank account, or requires to perform a bank deposit, or apply for a bank declaration, INCO can’t be held liable for the opening of the bank account, or the cooperation of any bank. INCO does not guarantee that the Company or Client is able to open a bank account. 

13. INCO Business Group has not been involved in the structuring process and the client has consulted his/her lawyer and/or accountant to check any fiscal and legal issues. The client can contact his/her consultant at INCO Business Group for further assistance or consult when required before formation.

14. INCO has provided Client with a ‘formation timeline’, but INCO can’t be held responsible for any delays. The time(s) for executing a Structure may not at any time be considered times of the essence, unless otherwise agreed explicitly in writing. Without prejudice to the definition set out in the law and in case law in any case, "force majeure" will be defined as any circumstance beyond INCO Business Group control that temporarily or permanently prevents fulfilment of the agreement, such as war or war risk, riots, whole or partial mobilization, strikes, lack of raw materials, a delay in the supply of goods by suppliers, unforeseen circumstances within the company, transport difficulties, import and/or export restrictions, frost, fire, epidemics, acts of God and any other unforeseen impediments that make the manufacture or transport of the goods fully or partially impossible. The provisions laid down in this Article will also apply in the event that the circumstances referred to occur in respect of plants, suppliers or other traders from which or whom INCO Business Group purchases goods or services. In the event that INCO Business Group  is prevented from fulfilling the agreement due to the force majeure referred to above, INCO Business Group  will - at its discretion, and without any legal intervention being required - be entitled either to suspend performance until the circumstance which constitutes force majeure has ceased to exist, or to dissolve the agreement in whole or in part by means of sending a letter by registered mail, without being obliged to pay damages.

15. Client may approach INCO Business Group to be informed about any Legal Entity, a Structure or other possibilities. Unless informed otherwise, the Client shall not be charged for such information and an Advice following upon that information. 

16. Costs of third parties will, in principle, always be charged to the Client. INCO Business Group is under no obligation to supply such information or to give an Advice to the Client. During the process of providing information, INCO Business Group  may ask the Client to submit certain information regarding his person, his address(es), his present, previous or future business activities, in order to assess which, if any, Legal Entity and/or Structure might be advisable for the Client. INCO Business Group may depend on the validity of this information for its Due Diligence. Should, during this Due Diligence, it became obvious that such information is not only incorrect, but false, INCO Business Group may charge the Client for the costs of the Due Diligence, with a minimum of € 500.

17. INCO Business Group will not at any time be liable for any indirect damages, including loss of profits, consequential damage, loss of savings and damage due to a standstill in business operations.

 

Article 13: Proposal for Company Formation Service

1. A Proposal for INCO’s (Formation) Services (Incorporation Package) shall always encompass:

• A summary of the nature of the envisaged enterprise and the goals pursued through it by the Client.

• A detailed description of the Legal Entity and/or the Structure including the Legal Entities that would be incorporated in such Structure and the roles they would fulfill therein

• An overview of the fees and costs involved at the time of incorporation, the yearly costs involved in maintaining the Structure after the first year and the costs per hour of Services that may be required during the existence of the Structure, at the price level valid at the time of the Proposal

• A period of time during which the Proposal is valid, no less than 10 working days and no more than 30 working days after its issuance.

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2. The Proposal shall not have the purpose to provide a full estimation of any possible expense that will occur for the Company in the first (or ongoing) year(s) of business. The estimated fees will be relevant to the Services that can be offered and provided by INCO, and the sole purpose of the presentation of these fees is to provide an understanding of the Services of INCO. It does not illustrate an overview of any expected or upcoming expense, or to be considered legal requirements.

 

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Article 14: Company dissolution

1. Upon the Client's request for voluntary company dissolution and based on information and documents provided by the Client, INCO coordinates the liquidation procedure, arranges for re-registration at the Chamber of Commerce, files final tax returns and takes care of the final tax compliance;

2. INCO is not responsible for any remaining debt or obligation of the Client;

3. Upon the dissolution of the company, INCO will automatically cancel all the other services provided to the Client. INCO is not responsible for any problems or liabilities caused by the termination of services.

 

Article 15: Offer

1. A quotation issued by INCO shall not constitute a binding offer. 

2. An order submitted by the Client constitutes a legally binding offer to enter into an agreement with INCO pursuant to these General Terms and Conditions of Service and the terms of any relevant quotation sent by INCO. 

3. Such offer may be accepted by INCO  by written acceptance of the Order, oral acceptance of the Order, or by INCO's beginning to perform its obligations consistent with the existence of an agreement.

 

Article 16: Validity, Delivery and limitation of liability

1. This Agreement shall enter into force immediately after both parties have signed it.

2. This Agreement shall not be modified or changed unless otherwise agreed in writing by the parties to this Agreement.

3. Any changes or additional provisions relating to this Agreement shall be in writing. Any notification, request or other correspondence shall be in writing or sent to the other party in the form of mail, telefax or telegraph.

4. The estimated completion date of any service to be rendered by INCO  should be regarded as an estimate only,  but INCO will use all reasonable endeavours  to comply with the estimated completion dates. 

5. If INCO does not comply with deadlines or the Client is not happy with the way the services are carried out by INCO, the Client has to report the complaint to INCO within fifteen (15) working days after the problem has occurred. 

6. After a period of fifteen (15) working days is completed, INCO will not be responsible to fix the matter and will not take any responsibility for the damage caused by that issue.

7. INCO shall not be liable for non-completion or delays of an assignment caused by the client’s delay in providing necessary information, documentation and any other information that might be requested by INCO during the performance of services. Any Service information that has been provided by INCO should be considered general information, and the Client is responsible to contact an independent tax or legal advisor to get a full impression of the legal consequences of the Service, or the renewal of a Service. 

8. INCO shall not be liable for non-completion or delays of an assignment when completion depends on input third parties (including governmental authorities), including but not limited to delays in the registration for Value Added Tax number, delays of Banks in when opening a bank account or the Immigration authorities late decision in case of residence permit. 

9. INCO shall only be held liable for non-completion of assignments or delay in providing services, if the Client proves that the non-completion or delays were caused by the willful neglect or willful default of INCO. The extent of INCO’s liability shall not exceed  the amount of the contract amount and in no circumstances will INCO be liable for any consequential loss or loss of profits arising as a result of the above. 

10. INCO shall not be liable for any (travel) expenses incurred by the Client, due to extra required visits to the Netherlands to fulfill any of the Services provided by INCO, or any legal requirements. The Client can’t claim any expenses, unless such extra expenses have been discussed and approved by INCO in advance, before such expenses have been effectively made. 

11. In the event of any of the following conditions or circumstances, the parties shall notify the other party in writing: according to the agreement, INCO Business group or the Client does not perform or fail to comply with its duties or obligations, or when one party still does not perform or comply with their duties within 30 days after receiving notification from the other party, the other party can immediately terminate this agreement unilaterally.

12. During the first year after the Formation Service/Client Onboarding has been executed, the Fees will apply for the Services, as they were mentioned in the Proposal. After the first year, INCO Business Group may change the Fees at any point in time, after giving written notice to the Client at least 10 working days before the change.

13. INCO Business Group will continue to provide the Services to the Client unless one of the following events occurs:
    - After the execution of the Structure, information provided by the Client proves to  be and have been false
    - The line of business pursued by the Client using a legal entity in the Structure, is illegal
    - The Client does not pay two invoices in a row within the period set forth therein, or an invoice has been due for longer than six months
    - The Client breaches the Confidentiality clause

14. If any of these events occur, INCO Business Group may terminate the provision of the Services immediately, whilst issuing a notice thereof to the Client immediately, unless the Client can prove to INCO Business Group, who will assess such proof at its own discretion, that such events actually have not occurred.  

15. The Client may, after having paid all the outstanding invoices, terminate the contractual relation with INCO Business Group at any time, by sending a letter by registered mail to the INCO Business Group. Such termination shall not affect any outstanding or upcoming invoices as covered by the Contract/Order Sheet, during the pending contract period. 

16. In case of termination of the contract, extra fees can be applicable to cooperate with the Client to transfer his records or administration. INCO Business Group is not required to cooperate with the Client on any requests after the expiry of the contract, although INCO Business Group can charge fees if it decides to do so. These fees will have a minimum of 300 EUR. In case we need to deal with a new corporate service provider, and assist in the transfer of the company, the minimum fees will be 750 EUR. For the transfer of the bookkeeping, we refer to the Bookkeeping Agreement.

17. In case of the appointment of a new representative of the Company, INCO Business Group will have to start a new Client onboarding/due diligence procedure, for which fees can be applicable. INCO Business Group will need to receive a signed board resolution to appoint any new representative (legalized with apostille) in order to provide information or forward any correspondence.

 

Article 17: Obligations of the Client

1. The Client warrants and guarantees to INCO and his representatives that all the information given by the Client was correct when it was provided and was deemed to remain correct for the foreseeable period thereafter. 

2. The Client is not engaged nor will engage in any illegal activities in any of his/her former, present or future business activities. 

3. The Client is not presently in a state of bankruptcy or suspension of payment, has at present no conflict with (his/her national) tax authorities with regard to any special tax position identical or similar to the structure. 

4. The Client shall inform INCO or its representative immediately when a change of circumstances with regard to the information the Client has provided occurs. INCO is able to cancel it’s Services in case INCO is not able to contact Client within 14 days (utilizing all available contact methods), therefore up-to-date contact information is required at all times. INCO shall not be liable for any damages caused by the termination of the Services. 

5. The Client shall act in accordance with the instructions set forth in the offer. 

6. The Client shall not disclose the content of the discussion he/she had with the Consult, Account Manager or any other person representing INCO unless he is under a legal obligation thereto.

7. The shall confirm in advance if there is a need to make arrangements for a specific delivery place for the corporate documents (related to the legal Entity formation), or any other correspondence. Extra costs shall be borne by the Client if the delivery place is changed abruptly by the Client

 

Article 18: Guarantees and Warranties by the Client

The Client, guarantees and warrants to INCO Business Group and as a separate covenant with each person or Structure nominated by INCO Business Group who may from time to time be or act as a director, alternate director, secretary, assistant secretary, manager or other officer or registered shareholders of the Structure (herein called "the Appointees" which expression shall include any of them) that:

 

• that any asset introduced, or caused to be introduced, to the Structure has been lawfully introduced and is not derived from, or otherwise connected with, any illegal activity;

• that the Structure will not be engaged or involved, directly or indirectly, in any unlawful activity or be used for any unlawful purpose; and the Client will INCO Business Group fully informed of all business to be transacted in the name of or for the account of the Structure; and that the Client will use his best endeavours to ensure that the Structure is run in an ethical, business-like manner and complies with all applicable laws and regulations;

• that no instructions given to INCO Business Group will require or involve any unlawful act or contain any falsehood or deception and that all information given will be accurate;

• that the Client will not use the Structure in any manner contrary to the intent or letter of any applicable code applicable to dealing in securities.

• The Client warrants and undertakes that he will at all times ensure and procure that the Structure is provided with sufficient funds to meet its obligations (actual, contingent and provisional) including the costs of any winding up procedure and will not cause or allow the Structure, whether by positive act or by default, to be unable to meet its debts and obligations as they become due.

• the Client, and it’s representatives, will at all times guarantee the due payment and reimbursement by the Structure to INCO Business Group of all fees, disbursements and expenses in connection with the Services and generally the due discharge by the Structure of all its liabilities.

• the Client will, at all times, indemnify and keep indemnified INCO Business Group, its employees, any Structure under its direct or indirect control and their directors or employees, and the Appointees from and against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise or occur or be taken, commenced, made or sought from or against the Arranger and/or Advisor and/or Provider or the Appointees in connection with or arising from the Services save and except for any fraudulent or grossly negligent act or omission on the part of INCO Business Group.

• at all times the objectives and activities of the Client in relation to the Structure shall be lawful in any country or jurisdiction where they are or will be carried on.

• The Client warrants that diligent inquiry has been made prior to any instructions given at any time by the Client to INCO Business Group, to determine they shall be lawful and will not infringe rights of any third party or the rights of any person who has or may at any time have any valid and binding agreement with the Structure.

• The Client shall, within 30 days, or any alternative Timeline that’s discussed in the Order Sheet, of the successful opening of the corporate bank account of the company, inject the registered capital and provide proof of capital verification according to law.

• In the event that:-

  • (i)      any demand is made against the Structure for payment due by the Structure to any person including without prejudice to the generality of the foregoing any taxes, duties, fees or other governmental or state impositions or

  • (ii)      INCO Business Group requires any instructions from the Client; and,

 

• INCO Business Group has been unable to obtain any instructions at all or instructions which INCO Business Group in its absolute discretion considers adequate and proper;

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then subject as hereinafter provided INCO Business Group may proceed in any one or more of the following ways:-

1. take no further action on a particular matter,

2. take no further action at all in relation to the Structure (which can lead to dissolving of the company),

 

PROVIDED THAT INCO Business Group shall have given to the Client notice that the provisions of this Article  shall apply and unless within the period stated in such notice the Client has taken such action as shall therein be specified.  INCO Business Group shall not be liable for any costs or expenses in any of such event.

 

Article 19:  Guarantees and Warranties of INCO Business Group

INCO Business Group, guarantees and warrants to the Client that:

• the information with regard to the Structure given to the Client was correct as described in  these General Terms and Conditions

• the incorporation of the legal entities in the Structure has taken place in accordance with the description thereof, after receipt of a payment of no less than 100% (one hundred percent) of the Fees for the Structure and/or single legal entities

• it was entitled to give the Advice and to execute the Structure in accordance with its own articles of association and the laws pertaining thereto

• it has all the licenses – if any – and authorizations – if any – required to give Advice, execute a Structure and offer the Services according to the laws of the Netherlands or any other country from which the Services are offered.

• It will execute all the Services in accordance with their description and observing necessary due diligence

• It will inform the Client of any relevant (change) of legislation in the relevant jurisdiction(s), which may be relevant to the Client and/or the legal entities being part of the Structure executed for the Client.

• All the documentation and information provided to INCO Business Group by the Client shall be kept confidential except for providing to the necessary departments and persons;

• INCO Business Group shall promptly notify Client of the collecting of the formation certificates/documents after completing the formalities for certificate registration and/or other services.

Article 20: Immediate termination of the contract

1. INCO has the right to terminate any contract with a Client immediately when there is any evidence that an illegal event took place, including but not limited to: money laundering, terrorism financing or other illegal activities related directly or indirectly to the Client, its directors or employees. 

2. The Client will be responsible and liable  for any damage caused to INCO related to illegal activities.  

3. INCO can charge extra due diligence/research fees, in the event it has to terminate the contract for the above-mentioned reasons.

 

Article 21: Extra Costs

INCO is entitled to charge a retainer fee for the background check up of the Client or for any person who contacts INCO on behalf of the Client. Such fees may occur on an annual basis, to ensure the background information is still up to date (500 EUR as a standard fee).

 

Article 22:  Certificate of Conduct

The Client is required to send INCO a certificate of conduct any time INCO asks for it. If the Client fails to do so, INCO can terminate the contract immediately and the amount paid will not be refunded.

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Article 23:  Terms of Payment

1. The contract price shall be due within 30 days from the day the invoice has been sent by INCO, except when it has been agreed otherwise in writing. 

2. In the event of failure by the Client to pay any amount due to INCO, the Client will be liable to pay interest at an interest rate of 6%  per annum calculated on the outstanding amount due and such interest will accrue daily from the due date until the date payment has been received by INCO.

3. In the case that the Client is in the process of liquidation, has been declared bankrupt or has been granted a moratorium, the obligations of the Client to pay will be due and payable on demand. The obligations of the Client to pay will also be due and payable on demand in the case that INCO is informed about any circumstance that would constitute a ground for assuming that the Client will not (be able to) meet the obligations (to pay).

4. INCO may at its discretion at any time require partial or full advance payment of the amounts payable to INCO by the Client, or require the Client to procure a third party guarantee in respect of those amounts, to INCO’s satisfaction; or require that payment is made by an irrevocable letter of credit confirmed by a bank acceptable to INCO, and the Client's failure in each case will entitle INCO to suspend delivery of his services.

 

Article 24:  Cancellation costs

1. Once the order form is signed by the Client, the Client will have to pay INCO the full price of the service even if the Client decides to cancel the services of INCO.  INCO provides no refund, for any service(s) that might have been rendered. 

2. The Client will also not be refunded the full amount paid if INCO decides to terminate the contract for reasons mentioned in Article 20. 

3. In the event that INCO should be liable to refund the Client, then it will consider any paid expenses to third parties, and it shall not refund such paid expenses.

 

Article 25:  Administration Costs

​If the Client decides to transfer Services to another company (such as a corporate service provider, or administrator) a transfer fee of €750 will be charged.

 

Article 26:  Waiver of Rights

​Any situation in which INCO Business Group does not make use of any of its rights under these CONDITIONS FOR LSE, shall not be constituted as a waiver for such rights in any other, future or present, situation. A waiver can be only be established for a specific event or situation by either: a written declaration thereto by INCO Business Group or by the passing of the period of time given for a claim related to such right for that specific event or situation.

 

Article 27:  Indemnity

​The Client undertakes and agrees to indemnify and keep INCO Business Group, and any person or Structure INCO Business Group may appoint or nominate to perform any part of the Services, fully indemnified at all times (both during the continuance of this Agreement and after the termination thereof) from and against all and any actions, proceedings, demands and claims which may be brought or made against INCO Business Group or any such person as aforesaid (or against any parent, subsidiary or associated Structure of INCO Business Group) arising as a result of or in connection with or in consequence of any such appointment and in the course of performing the Services or any part thereof, on condition however that this indemnity shall not extend to the willful default of INCO Business Group or any such other person against whom a claim is made.

 

Article 28:  Applicability

The Client recognises and accepts that INCO Business Group is, by entering into this Agreement, representing all and each one of the persons it may nominate or appoint, including the Appointees to perform the Services and it shall be applicable for the benefit of such persons save as otherwise specifically provided for herein.

 

Article 29:  Representation and liability

The Client is obliged, to the extent that more than one natural person or legal entity is entering into the Agreement with INCO Business Group, to appoint one natural person who shall represent the Client vis INCO Business Group (the “Representative”). In case of disputes between the parties who jointly form the Client, INCO Business Group will have the right to regard the Representative as the Client, unless proven differently by a valid document signed by all or a court order or verdict. 

 

The natural persons (UBO’s) or legal entities (either the Client or his Adviser), who jointly form the Client are each individually liable towards INCO Business Group for the fulfillment of the obligations of the Client. INCO Business Group are, to the extent that they are not the same, separate entities and not jointly liable for the fulfillment of obligations towards the Client or the constituting parties.

 

In the event the Client is represented by its Adviser, a separate Adviser Agreement to this Agreement will be applicable, which covers the cooperation between the Adviser and The Client.

 

Article 30:  Communication and notices

1. Sending messages to INCO by any electronic means will be at the Client’s own risk. INCO will not be responsible or liable for the non-arrival, incomplete arrival or incorrect arrival of any message sent by electronic means. 

2. Any notice required or purported to be given under the Agreement or these general terms and conditions to any of the parties hereto by the other party shall be in writing and may be given by personal delivery or by post or transmitted by fax, telex or electronic mail to the respective address stated in the preamble to this Agreement, if addressed to INCO Business Group or to the Address stated in the Schedule hereto if addressed to the Client or to such other address which may from time to time be notified by each party to the other.

3. Any notice given as herein above provided to the respective address, shall, if given by post, be deemed received at the expiration of twelve days from the time it is given and if by personal delivery at the time of delivery and if by facsimile, telex or electronic mail shall be deemed received at the time of dispatch of the same. The Client shall be obliged to notify INCO Business Group of any change in his address or contact details as soon as they occur. Any notice given to INCO Business Group shall be deemed received when sent by registered mail, or when otherwise advised.

 

Article 31:  Applicable law and Competent courts

1. Unless agreed otherwise in writing, all disputes arising from the Client relationship with INCO will be resolved exclusively by the competent courts of the Netherlands.

2. If not agreed in writing by both the Client and INCO, the legal relation between the Client and INCO is exclusively governed by Dutch law.

3. The place of arbitration shall be Breda, Netherlands

 

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