Policies and Terms
This document sets out the terms and conditions (the
"Contract) on which New Italian Services Ltd (Reg. 6192661) with offices at
11-15 St Mary at Hill, London, EC3R 8EE (hereinafter "NIS") will act for its
clients (the Client).
CORE SERVICES
- MARKETING
& WEB-MARKETING The following services are included in our
"Marketing & Web Marketing " service: - taking your instructions -
considering any further requirements which may be advisable - designing a
website in accordance with your specifications - reporting to you and
considering any further suggestions, requirements - delivering to you the
website ready for hosting on your server or otherwise hosting your website
on our server Fees for the Marketing & Web-Marketing: Under single accepted
quotation. Without quotation, will be applied a fee of £.125 per hour.
-
ENGLISH LIMITED COMPANY INCORPORATION The following services
are included in our "English Limited Incorporation Service": - taking your
instructions and advising on the incorporation formalities generally -
organizing the incorporation of your company and reporting to you -
assisting with any change of directors, secretary, shareholders and
registered office which may be required - delivering to you the original
documentation relating to your English Limited company including: - No. 2
copies of the Memorandum and Articles of Association - Certificate of
incorporation - Company seal - Completed and up to date combined Company
Register - Share certificates issued Fees for the English Limited Company
Incorporation service: Under single accepted quotation. Without quotation,
will be applied a fee of £.125 per hour.
-
OFFSHORE COMPANY INCORPORATION The following services are
included in our "Offshore Incorporation Service": - taking your instructions
and advising on the incorporation formalities generally - organizing the
incorporation of your company and reporting to you - assisting with any
change of directors, secretary, shareholders and registered office which may
be required - delivering to you the original documentation relating to your
English Limited company including:
- No. 2 copies of the Memorandum and Articles of Association
- Certificate of incorporation
- Company seal
- Completed and up to date combined Company Register
- Share certificates issued
Fees for the English Limited Company Incorporation service: Under single
accepted quotation. Without quotation, will be applied a fee of £.125 per
hour.
- ADDITIONAL
SERVICES The following services are included in the
"Additional Services": - General consultancy (on a totally independent
basis) on management, administration, promotion of the client's commercial
activities / the client's company/es in England and Wales, USA or Offshore
Country, in accordance with the instructions received from time to time, -
Organizing and assisting the client with any professional advice and
assistance the client may require with reference to tax, operational,
application for licences etc the client may require in England and Wales.
Such professional assistance to be provided by professionals and experts to
be selected by NIS, at its discretion, acting as an agent for the Client.
Fees for the "additional services" assistance: Under single accepted
quotation. Without quotation, will be applied a fee of £.125 per hour.
- PERFORMANCE OF
SERVICES Any service will be provided by NIS either directly or
with the assistance of the personnel that NIS may, in its absolute
discretion appoint. NIS may instruct other consultants or even professionals
as required for the proper performance of any service. The client undertakes
to promptly deliver to NIS all the information, documentation and contact
which may be required for the proper performance of the service. NIS
expressly reserve the right to stop acting for the client, in the said
information, documentation and contact are not provided or should any
invoices, or request for funds on account remain unpaid. In any case it is
expressly agreed between NIS and the Client that NIS will not act as the
client's employee, agent nor as a general representative office. NIS will
only provide specific, clearly defined services as agreed from time to time,
in writing.
- PAYMENT OF INVOICES
NIS invoices shall be paid in full not later than 30 days from the date of
the invoice without any discount, set-off or other deduction whatsoever. The
time of payment of NIS invoices shall be of the essence of the Contract.
Interest shall be payable on any overdue amount from the date on which
payment was due to that on which it is actually received (whether before or
after judgment) on a daily basis at the rate of 4% over the base rate from
time to time quoted by NIS bankers compounded monthly. The Client shall
also pay all legal and other costs incurred by NIS in recovering any amounts
owing from the Client. NIS reserves the right to apply amounts received
first in settlement of interest on overdue amounts and then of amounts due
beginning with the oldest. Without prejudice to any other of its rights, if
the Client fails to make any payment when and as due NIS shall be entitled
by giving written notice to the Client at any time to exercise any one or
more of the following rights: - to retain possession of any goods or
documents for which any amount is payable to NIS until such amount and any
interest and other costs in connection therewith have been paid in full; -
to suspend the performance of any of NIS services Any queries in connection
with any invoice issued by NIS must be referred by the Client to NIS in
writing within 10 days of receipt of NIS invoices.
- PERFORMANCE
OF THE SERVICES NIS shall not be liable for any loss, damage
or expense arising from any delay in the performance of any of its services
from whatever cause nor shall any such delay entitle the Client to repudiate
the Contract. With regard to the Bank Account. The NIS will complete the
application form on your behalf and provide the bank with all the certified
copies of the company documentation. Please note that additional fees may
apply for obtaining certified copies of company documents. Note, that
opening a bank account is dependent on the bank not us and we are unable to
guarantee that the bank account will be opened. Whilst we make every effort
to open the bank account(s) on behalf of the client in
the chosen jurisdiction(s) it is ultimately the banks decision to open the
account. The bank account opening process is also dependent on the client’s
compliance with the banks administrative procedures, failure to comply with
the banks procedures will result in the banks refusal to open an account.
Should an application be unsuccessful, NIS won't refund of the bank account
opening fee charged. No other fees with respect to any other services
provided will be refunded.
- LIMITATION OF
LIABILITY NIS liability in respect of the above services is
to provide the same with reasonable skill and care including, in respect of
the supply of professional services, the appointment of such qualified
professionals, for and on behalf of the Client as it reasonably considers
competent to perform the services in accordance with proper and normal
standards throughout mainland England and Wales, subject as provided in
these conditions. - The liability of NIS to the Client in contract, tort
(including negligence or breach of statutory duty) or otherwise howsoever
under or in connection with the Contract shall be limited as follows: - for
death or personal injury resulting from NIS negligence or that of any of its
employees whilst acting in the course of their employment, no limit shall
apply; - the Client agrees that NIS maximum aggregate overall liability or
the maximum aggregate liability of any of NIS employees and agents in the
event negligence on any matter on which NIS is instructed will not exceed £
10,000.00. Should the Client wish to vary this overall limitation, NIS will
be pleased to discuss the appropriate level of fees with the Client, in this
case NIS reserves the right to vary its fees accordingly. - NIS shall have
no liability for any consequential loss or damage suffered by the Client or
any customer under or in connection with the Contract occasioned by any act
or omission in the part of the NIS or its employees and agents, whether
directly or indirectly, including but not limited to wasted time or
expenditure, loss of profits, use, revenue or goodwill; - NIS shall have no
liability in respect of any claim relating to the services provided unless
the Client gives NIS written notice of the alleged claim promptly and in any
event within 15 days after the Client becomes aware (or should reasonably
have become aware) of the circumstances giving rise to the claim and affords
NIS not less than 30 days following such notification in which to remedy the
Services concerned; and NIS shall be discharged from all liability to which
these conditions apply unless proceedings are begun within 6 months after
the Client became aware (or should reasonably have become aware) of the
facts giving rise to such liability. Any claim for negligence, misconduct,
or any other claim whatsoever relating to the advice and assistance provided
by professionals selected and instructed by NIS as agents for the Client in
England and Wales, notwithstanding NIS best efforts and endeavours, will
have to be brought directly by Client against such professionals under
English Law, in England and Wales. In this case the Client will have no
claim against NIS.
- LEGAL COMPLIANCE
NIS will only accept instructions or provide any services on the
basis that any service and assistance provided will not involve anything or
allow anything to be done which would impose on NIS any civil liability to
third parties or criminal liability. By accepting these terms and conditions
the Client agrees that at all times NIS should comply with current
legislation in England and Wales, and the Client expressly releases NIS from
any responsibility for any action which may result from NIS strict
compliance with current English legislation, whether the Client is informed
of this or is not informed.
-
LIABILITY AND
RESPONSIBILITY FOR THE SERVICES The client agrees to
indemnify NIS and its employees and representatives against all liabilities
and costs arising from any actions, proceedings, accounts, claims or demands
made against NIS or its employees and agents in any part of the world in
connection with the provision by NIS of any of the above services. Whether
the said actions, proceedings, accounts claims or demand are of a civil or a
criminal matter.
- TERMINATION
NIS shall have the right by giving written notice to the Client at any time
to immediately terminate ANY Contract if: - there occurs any material breach
by the Client of any term of the Contract which is irremediable or if
remediable is not remedied to NIS satisfaction within 15 days of a written
notice by the NIS specifying the breach and requiring it to be remedied; or
- the Client is declared "Fallito" or subjected to "Amministrazione
Controllata" (under Italian Law) or has a receiver, manager, administrator
or administrative receiver appointed for all or any part of its undertaking,
has a resolution passed for its winding up or a petition presented to any
court for an administration order or for its winding up or enters into any
composition or arrangement with its creditors (including "Concordato
Preventivo" under Italian law) whether formal or informal or suffers any
similar action in consequence of debt. No failure or delay in exercising any
of NIS rights shall constitute a waiver of the same or any other of its
rights.
- FORCE MAJEURE
NIS shall not be liable for any delay or other failure to perform any
Services by reason of any cause whatsoever beyond its reasonable control and
the time for performance shall be extended by the period of any such delay.
- PERSONNEL The
Client during the currency of the Contract and for the period of 12 months
after its expiry or termination shall not solicit directly or indirectly any
of the personnel of NIS who have been employed or engaged in connection with
the Contract or in the provision of Services to the Client or its Customers.
- CONFIDENTIALITY
The subject matter of the Contract and any information acquired by either
party relating to the business of the other party or, as the case may be,
its Customers is confidential and neither party shall, without prior written
consent of the other party make any use or disclosure thereof except for the
purposes of the Contract save to the extent such information is or becomes
publicly available otherwise than in breach of the foregoing obligations.
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ASSIGNMENT AND SUBCONTRACTING NIS reserves the right to
assign the Contract and to sub-contract all or any of its obligations but
the Contract shall not be assigned by the Client without NIS` prior written
consent.
- LAW AND
JURISDICTION The law applicable to this agreement shall be
English law and the parties consent to the jurisdiction of the English
courts in all matters affecting this agreement.
Any Client hereby declare to accept this terms & conditions
contract.