Terms & Conditions
DEFINITIONS
1.1 ‘’W.I.S.” MEANS W.I.S. INTERNATIONAL LTD AND ANY
OF ITS SUBSIDIARIES, AGENTS OR ASSOCIATED COMPANIES
THROUGHOUT THE WORLD AND ALL OF ITS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, LAWYERS, CONSULTANTS AND SUCCESSORS IN
TITLE.
1.2 ‘’CLIENT’’ MEANS THE COMPANY, FIRM OR PERSON(S)
WHO HAS REQUESTED W.I.S. TO PROVIDE SERVICES OR ANY OTHER
PERSON OR LEGAL ENTITY, WHO HAS AGREED TO PAY FOR SERVICES
AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES AND
ASSIGNS AND SHALL IN CASE OF MORE THAN ONE PERSON MEAN SUCH
PERSONS JOINTLY AND SEVERALLY.
1.3 ‘’COMPANY’’ MEANS ANY COMPANY OR CORPORATE BODY
OF WHATEVER TYPE ESTABLISHED ON BEHALF OF CLIENT.
1.4 ‘’SERVICES’’ MEANS THE SERVICES REQUESTED BY
CLIENT AS CONTAINED IN DIRECTORY OF SERVICES OF W.I.S.
SPECIFIED IN ADVERTISING MATERIAL OF W.I.S. AND ON ITS WEB
SITE AND ANY OTHER SERVICE ORDERED/REQUESTED/ACCEPTED BY THE
CLIENT.
1.5 ‘’AGREEMENT’’ MEANS TERMS AND CONDITIONS OF
BUSINESS, WHICH EFFECTIVELY CONSTITUTE A SERVICES CONTRACT
BETWEEN THE CLIENT AND W.I.S.
SUBJECT OF THE AGREEMENT AND TERMS OF PAYMENT
2.1 ‘’W.I.S.’’ AGREES TO PROVIDE TO THE CLIENT PROFESSIONAL
SERVICES ACCORDING TO THE DIRECTORY OF W.I.S. AND/OR
ACCORDING TO SPECIFIC REQUEST OF CLIENT AND THE CLIENT
AGREES TO PAY THESE SERVICES ACCORDING TO INVOICES OF
W.I.S.. THE CLIENT AGREES TO PAY THE FEES CHARGED BY W.I.S.
FOR ITS SERVICES, WHICH SHALL INCLUDE ANNUALLY RECURRING
FEES.
2.2 ALL FEES CHARGED BY W.I.S. TO THE CLIENT SHALL BE IN
AMOUNTS INDICATED IN THE TARIFF OR AS SPECIFICALLY SENT TO
THE CLIENT BY W.I.S. IN THE FORM OF PROFORMA INVOICE OR
PRICELIST. THE FEES ARE SUBJECT TO CHANGE WITHOUT ANY PRIOR
NOTICE.
2.3 NO REFUNDS ARE GIVEN AFTER AN ORDER FOR ANY OF W.I.S.
SERVICES IS PLACED BY THE CLIENT AND SERVICES PERFORMED BY
W.I.S. PARTIALLY OR IN FULL.
2.4 THE CLIENT WILL GIVE W.I.S. 30 DAYS NOTICE IN WRITING OF
ANY CANCELATION OF SERVICES. IN CASE OF ANNUALLY RECURRING
FEES, HALF THE FEE SHALL BE PAYABLE, WHERE THE ABOVE NOTICE
PERIOD HAS EXPIRED.
2.5 UNLESS OTHERWISE AGREED BETWEEN W.I.S. AND THE CLIENT,
W.I.S. WILL ISSUE AN INVOICE TO THE CLIENT IN WHICH 100% OF
THE FEE WILL BE PAYABLE IN ADVANCE OF ANY REQUESTED SERVICE.
IN CASE OF FAILURE IN PAYING THE INVOICE WITHIN 5 WORKING
DAYS THEN W.I.S. WILL NOT TAKE ANY RESPONSIBILITY AND WILL
NOT BE LIABLE FOR THE POSSIBLE CHANGES OR INCREASE IN THE
PRICES, PRICES ARE SUBJECT TO CHANGE WITHOUT ANY PRIOR
NOTICE AND THEREFORE INVOICES, ISSUED BY W.I.S., ARE SUBJECT
TO CHANGE IF NOT PAID ON TIME. CLIENT WILL BE LIABLE TO PAY
THE TOTAL AMOUNT WHICH APPLIES ON THE DATE OF PAYMENT.
2.6 IN THE EVENT OF NON-PAYMENT WITHIN 30 DAYS FROM THE DATE
OF ISSUANCE OF THE INVOICE, W.I.S. RESERVES THE RIGHT TO WITHDRAW ALL
SERVICES AND SHALL NOT BE RESPONSIBLE FOR ANY COST, FEES,
DUTIES OR TAXES OWED BY THE CLIENT/COMPANY TO ANY AGENT OR
GOVERNMENT AUTHORITY IN ANY JURISDICTION, ANY FINES OR FEES
INCURRED BY THE CLIENT AS A RESULT OF SUCH WITHDRAWAL, NOR
FOR ANY CONSEQUENTIAL LOSS OR CLAIM AGAINST THE
CLIENT/COMPANY BY ANY OTHER PARTY ARISING DUE TO
NON-PAYMENT. ALTERNATIVELY, W.I.S. MAY DEDUCT SUCH
OUTSTANDING FEES FROM ANY ACCOUNT OR MONIES UNDER THE
CONTROL OF W.I.S AND BELONGING TO THE CLIENT OR THE COMPANY.
2.7. W.I.S. DOES NOT TAKE RESPONSIBILITY TO PAY ANY
GOVERNMENT FEES, FILING FEES, DUTIES, TAXES OR REGISTERED
AGENT’S FEES ON BEHALF OF CLIENT/COMPANY, UNLESS W.I.S. HAS
RECEIVED CLEARED FUNDS INTO ITS BANK ACCOUNT IN SETTLEMENT
OF ANY RELEVANT INVOICE THEREOF.
2.8 ANY OTHER SERVICES PROVIDED ON A TIME SPENT BASIS SHALL
BE QUOTED TO THE CLIENT IN ADVANCE, HOWEVER, WHERE
UNEXPECTED COSTS INCUR, THE CLIENT WILL ACCEPT ANY
AMENDMENTS TO THE INITIAL QUOTE.
2.9 WHERE THE CLIENT REFUSES TO PROVIDE ANY INFORMATION
AND/OR DOCUMENTS, REQUESTED BY W.I.S., OR IN ANY OTHER CASE
REFUSES TO PROCEED WITH ANY RELEVANT SERVICES, ORDERED BY
W.I.S., THEN NO FEE IS REFUNDABLE FOR ANY REASON.
PROVISION OF CORPORATE AND BANKING SERVICES
WHERE W.I.S. IS PROVIDING DIRECTORS AND/OR COMPANY SECRETARY
AND/OR NOMINEE SHAREHOLDERS SERVICES FOR ANY CLIENT/COMPANY,
THEN:
3.1 THE CLIENT AGREES TO PROVIDE W.I.S. WITH WHATEVER
INFORMATION W.I.S. MAY REQUIRE ABOUT THE BACKGROUND OF THE
CLIENT AND/OR THE DEALINGS, ACTIVITIES AND THE BUSINESS OF
THE COMPANY.
3.2 THE CLIENT CONFIRMS AND GUARANTEES THAT NO INSTRUCTIONS
GIVEN TO W.I.S WILL REQUIRE OR INVOLVE ANY UNLAWFUL ACT OR
CONTAIN ANY FALSEHOOD AND THAT ALL THE INFORMATION GIVEN TO
W.I.S. ABOUT THE CLIENT AND THE COMPANY, IS AND WILL BE
ACCURATE AND THAT THE CLIENT WILL KEEP W.I.S. ADEQUATELY
INFORMED OF ANY CHANGES.
3.3 THE OFFICERS/EMPLOYEES OF W.I.S. WILL AT ALL TIMES BE
WILLING TO CONSIDER AND ENTERTAIN WRITTEN REQUEST AND
SUGGESTIONS FROM THE CLIENT/COMPANY. HOWEVER, W.I.S. MAY IN
ITS ABSOLUTE DISCRETION REFUSE TO COMPLY WITH ANY
INSTRUCTIONS RECEIVED FROM THE CLIENT OR ANY AUTHORIZED
REPRESENTATIVE, WHETHER EXPRESSED OR IMPLIED, IF IN ITS
OPINION SUCH INSTRUCTIONS OR THE IMPLEMENTATION THEREOF
WOULD BE DISHONEST, INCORRECT OR CONTRAVENE ANY APPLICABLE
LAW OR REGULATION.
3.4 W.I.S. SHALL NOT BE RESPONSIBLE FOR THE AUTHENTICITY OF
ANY SIGNATURE, INSTRUCTION, OR NOTICE BY THE CLIENT OR ANY
AUTHORIZED REPRESENTATIVE OR BE IN ANY WAY LIABLE FOR GIVEN
EFFECT TO ANY FORGED SIGNATURE, INSTRUCTION, OR NOTICE
PURPORTEDLY GIVEN BY THE CLIENT OR ANY AUTHORIZED
REPRESENTATIVE. W.I.S. SHALL BE ENTITLED BUT NOT BOUND TO
REQUIRE THAT ANY NOTICE, INSTRUCTION, OR SIGNATURE BE
AUTHENTICATED TO ITS SATISFACTION.
3.5 THE CLIENT/COMPANY WILL AT ALL TIMES INDEMNIFY AND KEEP
INDEMNIFIED W.I.S., ITS OFFICERS, EMPLOYEES AND WHERE THE
CASE EXISTS, ITS NOMINEE SHAREHOLDERS IN ANY COMPANY, IN
RESPECT OF ALL ACTIONS, CLAIMS, DEMANDS, DAMAGES, LOSSES AND
COST, MADE AGAINST OR SUFFERED OR INCURRED BY ANY OF THE
W.I.S AFOREMENTIONED REPRESENTATIVES IN THE EXERCISE OR
PURPORTED EXERCISE OF THEIR DUTIES IN RELATION TO THE
COMPANY OR CLIENTS INSTRUCTIONS, EXCEPT IN THE CASE OF ANY
PERSONAL DISHONESTY OF THE AFOREMENTIONED OFFICERS AND
EMPLOYEES OF W.I.S.
3.6 WHEN CORPORATE SERVICES ARE PROVIDED BY W.I.S., ANY
APPOINTMENT OR CHANGE THEREOF OF A NOMINEE DIRECTOR,
SECRETARY OR SHAREHOLDER WILL BE AT THE ABSOLUTE DISCRETION
OF W.I.S. AND, UNLESS EXPLICITLY AGREED OTHERWISE, MAY BE
PROVIDED BY A CORPORATE OR AN INDIVIDUAL DIRECTOR OR
SHAREHOLDER.
3.7
BANK ACCOUNT OPENING, IN EACH AND EVERY JURISDICTION,; IT IS
ALWAYS UPON THE EXCLUSIVE DISCRETION OF THE BANK TO APPROVE
OR DECLINE THE ACCOUNT OPENING. W.I.S. WILL NOT BE HELD
RESPONSIBLE IN CASES WHERE THE BANK DECLINES AN ACCOUNT,
EITHER CORPORATE OR PERSONAL ACCOUNT. THE FEES FOR THE BANK
ACCOUNT OPENING ARE NOT REFUNDABLE IN CASES OF NON-APPROVAL
BY THE BANK.
3.8 EACH BANK RESERVES THE RIGHT TO REQUEST FOR ANY
ADDITIONAL INFORMATION, FEES OR CHARGES FOR ITS OWN
SERVICES. ANY ADDITIONAL FEE CHARGED BY THE BANK IS SEPARATE
AND HAS NOTHING TO DO WITH W.I.S..
REGISTERED OFFICE ADDRESS
4.1 WHERE W.I.S. IS PROVIDING REGISTERED OFFICE ADDRESS
FACILITIES TO OR FOR THE COMPANY, THEN THE CLIENT/COMPANY
WILL AT NO TIME MAKE ANY REFERENCE TO THE REGISTERED OFFICE
ADDRESS EITHER BY ADVERTISEMENT OR PUBLIC ANNOUNCEMENT
WITHOUT PRIOR WRITTEN CONSENT OF W.I.S.
4.2 W.I.S. RESERVES THE RIGHT TO WITHDRAW FROM ANY
CLIENT/COMPANY THE USE OF ITS REGISTERED OFFICE ADDRESS
WITHOUT GIVING ANY REASON, AND THE CLIENT/COMPANY SHALL
IMMEDIATELY TRANSFER THE REGISTERED OFFICE ADDRESS TO
ALTERNATIVES PREMISES, IRRESPECTIVE OF ANY FEES PAID IN
ADVANCE, WHICH SHALL BE FORFEITED BY THE CLIENT/COMPANY.
4.3 WHERE W.I.S. FINDS IT NECESSARY TO RELOCATE ITS OFFICES,
W.I.S. SHALL GIVE NOTICE TO ANY CLIENT/COMPANY AFFECTED IN
ADVANCE. W.I.S. WILL NOT, HOWEVER, BE LIABLE TO ANY COST
INCURRED BY THE CLIENT/COMPANY AS A RESULT THEREOF.
OTHER PROVISIONS
5.1 W.I.S. WILL ACCEPT INSTRUCTIONS FROM ANY CLIENT/COMPANY
ONLY IN WRITING. WHERE A FACSIMILE TRANSMISSION OR E-MAIL
HAS BEEN SENT, OR REQUEST WAS SUBMITTED VIA INTERNET,
NEITHER, W.I.S. NOR THE CLIENT/COMPANY SHALL TAKE FOR
GRANTED ITS RECEIPT UNLESS CONFIRMED IN
WRITING ONLY. 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 W.I.S. IN CONNECTION WITH THE PROVISION
OF SERVICES AND THAT W.I.S. MAY CONSIDER SUCH INSTRUCTIONS
TO BE PROPER CLIENT INSTRUCTIONS UNLESS W.I.S. RECEIVES
PRIOR 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 AND SEVERAL, REGARDLESS OF WHETHER THE CLIENT
INDIVIDUALS ACT JOINTLY OR INDIVIDUALLY WITH RESPECT TO THE
COMPANY AND REGARDLESS OF WHETHER THE CLIENT INDIVIDUALS ACT
JOINTLY OR INDIVIDUALLY WITH RESPECT TO THE COMPANY AND
REGARDLESS OF WHICH OF THEM GAVE ANY INSTRUCTIONS.
5.2 W.I.S. SHALL KEEP CONFIDENTIAL ALL DOCUMENTS,
COMMUNICATIONS, AND INFORMATION ATTAINED FROM THE
CLIENT/COMPANY, UNLESS PRIOR WRITTEN CONSENT HAS BEEN GIVEN
BY THE CLIENT ALLOWING THE CONTRARY. THIS CONFIDENTIALITY
WILL NOT BE APPLICABLE WHERE: A.) W.I.S. MAY BE OBLIGATED 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 W.I.S. RECEIVES
SUCH A DISCLOSURE ORDER, UNLESS PROHIBITED BY LAW OR BY THE
TERMS OF SUCH ORDER, W.I.S. SHALL PROMPTLY NOTIFY THE CLIENT
OR THE COMPANY OF THE SAME B) 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 W.I.S.
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 W.I.S., AND IF IN SUCH CIRCUMSTANCES
W.I.S. IS UNABLE TO OBTAIN CLEAR, ADEQUATE AND LAWFUL
INSTRUCTIONS FROM THE CLIENT, THEN W.I.S. SHALL BE ENTITLED
TO PROCEED IN ANY REASONABLE WAY IT DEEMS APPROPRIATE FOR
THE GIVEN SITUATION.
5.3 W.I.S. DOES NOT GIVE LEGAL ADVICE AND CAN ONLY REFER
SERVICES ACCORDING TO ITS PRESENT BEST KNOWLEDGE AND
PRACTICE REGARDS TO ANY SERVICES IT OFFERS. AS IT IS THE
CLIENTS RESPONSIBILITY TO SEEK EXPERT LEGAL ADVICE, W.I.S.
WILL NOT ACCEPT ANY LIABILITY TO ANY CLIENT, COMPANY OR
THIRD PARTY FOR DAMAGES OR LOSSES TO THE AFOREMENTIONED
ARISING FROM THE USE OF ANY OF ITS SERVICES.
5.4 IF W.I.S. IN ITS DISCRETION CONSIDER 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 NOTICE
WITHOUT BEING OBLIGED TO GIVE ANY REASON WHATSOEVER.
LAW
6.1 THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF CYPRUS AND IN
RELATION TO ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF
THIS AGREEMENT EACH OF THE PARTIES IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE CYPRUS COURTS.
