Terms & Conditions
These terms and conditions apply to the business relation between the Client and the Agent (as identified further herein), arising from the Client requesting the Agent to provide certain corporate and management services. Upon their signature by the Client, these terms and conditions, together with the Order Form, shall constitute a binding agreement between the Client and the Agent.
"The Agent" means Fidelity Corporate Services Ltd. It includes any affiliate, subsidiary or nominee of Fidelity Corporate Services Ltd, which provides Services to the Client or the Company.
"Services" means any or several of the following: company formation, acting as registered agent, provision of registered office, provision of company management services, third-party director, third-party shareholder or account signatory, provision of mail, fax and message forwarding, maintenance of books and records, opening and operating of bank accounts, administrative and managerial work and any other corporate services of similar nature that the Agent agrees to provide.
"Company" means any company beneficially owned by the Client for which Services are provided by the Agent.
"Client" means the beneficial owner(s) of the Company and/or the person(s) who has requested the Agent to provide Services, as identified in detail at the end of this document, as well as any such person(s) whom the Client may represent, in the case of more than one person all such persons jointly and severally.
"Order Form" means the standard Order Form as posted on the website of the Agent (www.incorporatebelize.com) or other format of the same Form as submitted by the Client to the Agent before commencement of Services.
"Communication" means any communication between the Agent and Client by any of the following methods: (a) email or other message or form posted through internet; (b) fax; (c) courier or mail delivery, any of the above being addressed to the last known or notified address of the recipient.
"These Terms" mean these Terms and Conditions.
1. All fees charged by the Agent to the Client shall be in amounts indicated in the standard list of fees as posted on Agents' website (www.incorporatebelize.com) or as specifically sent to the Client by the Agent in the form of proforma invoice or pricelist. The fees are subject to change, but any increase of fees will become effective only upon 30 days advance notice, except for increases in government fees and charges which become effective immediately.
2. An invoice issued by the Agent to the Company or to the Client is grounds for payment of any fees. Invoices will only be issued by the Agent after a reasonably clear confirmation or request for services is received from the Client by any means of Communication. Invoices may be sent and shall be deemed to be received by Client if sent by any means of Communication. Any specific terms of payment of the respective fees will be indicated in the Invoice.
3. The Agent reserves the right not to provide any Services before any invoiced fees are paid in full by the Client.
4. The Client understands that late payment of certain fees, in particular annually recurring fees, may involve additional penalties or surcharges payable by the Client before any services are provided.
5. If the Client fails to settle invoices within the payment period stated in the invoice, the Agent may deduct such outstanding fees from any account or monies under the control of the Agent and belonging to the Client or the Company.
6. When registered office is provided by the Agent, reference shall not be made to that offices' address in any advertisement, promotion or public announcement without the specific advance written consent of the Agent. In the event that the Agent changes office address then the Agent shall give the Client sixty days notice of any such change. The Agent will not be responsible for any costs incurred by the Client as a result of such change.
7. When nominee services are provided by the Agent, any appointment or change thereof of a director, officer or shareholder will be at the absolute discretion of the Agent and, unless explicitly agreed otherwise, may be provided by a corporate or an individual director or shareholder.
8. The Client confirms and guarantees that any asset introduced to the Company is not derived from or otherwise connected with any illegal activity; that such asset belongs to the Client and the Client has full authority to transfer same to the Company, and the transfer of such asset does not constitute a fraud on the Clients' creditors; that neither the Client nor the Company will be involved directly or indirectly in any unlawful activity and the Company will not be used for any unlawful purpose.
9. The Client confirms and guarantees that no instructions given to the Agent will require or involve any unlawful act or contain any falsehood and that all information given, including the information given in the Order Form, is and will be accurate and that the Client will keep the Agent adequately informed of any changes in such information and will keep the Agent informed as to all business to be transacted in the name of or for the account of the Company.
10. The Client agrees to provide the Agent with whatever further information the Agent may require about the background of the Client and/or the dealings, activities and the business of the Company.
11. The Client undertakes to be bound by, and authorizes the Agent to act on all lawful and reasonable instructions, requests, and advice signed or given by, or purporting to be signed or given by the Client or his authorised representative or any person the Agent believes to be duly authorised by the Client.
12. The Agent shall not be responsible for the authenticity of any signature, instruction, or notice by the Client or any authorised representative or be in any way liable for giving effect to any forged signature, instruction, or notice purportedly given by the Client or any authorised representative. The Agent shall be entitled but not bound to require that any notice, instruction, or signature be authenticated to its satisfaction.
13. The risks of misunderstandings and errors due to bad or incomplete communication, and the risks of instructions being given by unauthorized parties are the Client's own, and the Agent shall not be responsible for any loss, liability, or expense that may result in respect of any action taken or permitted to be taken in reliance upon any instruction, notice, other documents, or oral communication believed to be genuine and shall not be responsible for any non-receipt thereof or any errors or ambiguity in any notice or instruction.
14. The Agent may in its absolute discretion refuse to comply with any instructions received from the Client or any authorised representative, if in its opinion such instruction or the implementation thereof would be dishonest, incorrect or contravene any applicable law or regulation.
15. The Client acknowledges that in certain circumstances the Agent may be obliged by order of a competent Court or authority to disclose evidence and information to courts or authorities in connection with the Client's or the Company's affairs. Where the Agent receives such a disclosure order, unless prohibited by law or by the terms of such order, the Agent shall promptly notify the Client or the Company of same.
16. If any demand is made or action taken by a third party against the Company or any other circumstances arise in which in the opinion of the Agent it is necessary to take action regarding the affairs of the Company in order to protect the best interests of the Client, the Company or the Agent, and if in such circumstances the Agent is unable to obtain clear, adequate and lawful instructions from the Client, then the Agent shall be entitled to proceed in any reasonable way it deems appropriate for the given situation, and in particular the Agent may (a) take no further action on a particular matter; (b) take no further action at all in relation to the Company; (c) utilize any assets of the Company in or toward the satisfaction of any such demand; (d) take such other action as the Agent considers to be necessary. If the Agent has given notice to the Client that the provisions of this paragraph apply and unless within the period stated in such notice the Client has taken such action as shall therein be specified, or shall have given the Agent instructions satisfactory to the Agent, the Agent shall incur no liability to the Client as a result of taking any of the above actions or inaction in accordance with this paragraph.
17. Where the Client comprises more than one individual (each a "Client Individual"), each Client Individual hereby agrees that each of the other Client Individuals may give instructions to the Agent in connection with the provision of Services and that the Agent may consider such instructions to be proper Client instructions unless the Agent receives advance written notice to the contrary from any one of the Client Individuals. Each Client Individual agrees that his or her liabilities and obligations under this Agreement are joint, several, and indivisible regardless of whether the Client Individuals act jointly or individually with respect to the Company and regardless of which of them gave any instructions.
18. The Agent reserves the right by giving notice in writing from time to time signed by a director officer of the Agent to vary these standard Terms and Conditions by altering, adding to, or deleting any or all of them, or making any new terms and/or conditions, provided always that no such variation shall become effective until the expiration of one month from the date of the Agent giving notice to the Client of such variation.
19. If the Agent in its discretion considers that for whatever reason it does not wish to continue to provide any or all of the Services, it may resign by giving one month advance notice and without being obligated to give any reason whatsoever.
20. The Client may at any time upon one month's prior notice in writing require the Agent to cease to provide any or all of the Services hereunder.
21. The Client acknowledges that the Agent does not give any legal or tax advise, nor does the Agent make any representation, whether express or implied, that any Company or other entity or any particular corporate structure or organisation, will be fit for or achieve any particular purpose or the Client, whether or not such purpose was notified by the Client to the Agent.
22. These Terms and Conditions shall be governed by and construed in accordance with the laws of Belize.
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Fidelity Overseas Ltd
Marina Towers, Belize City
Belize, Central America
Tel: + 501 2230 843
Fax: + 501 2233 029
Terms & conditions