General Terms and Conditions
This website content is subject to the rights of the Privacy Management Group Limited (Cyprus), Privacy Management Continental Group Ltd (Seychelles)
and
Jackman & Sons Ltd., Cyprus – briefly called J&S.
These general terms and conditions are a legally binding part of all consulting services and usage agreements between J&S and its contractual partners (clients, customers, users).
The general terms and conditions and the fact-based contractual agreements between contract parties and J&S are based on the law and the standard rules of the Republic of Cyprus.
J&S solely provides all services on the basis of these terms and conditions and the current performance specifications, terms and conditions of the office service as well as the terms and conditions of the banking service. Differing terms and conditions of the contracting party shall not, not even if J&S does not explicitly contradict them, be of a binding nature.
Contrary to or deviating from these terms and conditions from the contractor will not be recognized by J&S unless J&S agrees in writing to their validity. These terms apply even if J&S supplies the customer without reservation having precluded or deviating conditions of the contractor. J&S is entitled to change the designated terms and service descriptions with a period of two weeks in advance.
The according changes will be made in writing on the according internet presences. At the same time the contractor will have explicitly pointed out to him that each change will be subject of the existing contract between the parties if the contractor does not revoke these within one month of notification in writing. If the contractual partner disagrees, then each party has the right to terminate the contract within the applying ordinary termination date. This has to be done in writing, detectably.
The websites of J&S as well as the websites of its companies are explicitly not to be seen as a substitution for advisory services, especially in legal- and tax issues. None of the information presented is to be seen as a recommendation, to take certain actions or refrain from it. For the accuracy or completeness of the content we explicitly do not take over the liability.
General Information
(1) Policy rule
If any provision of these terms and conditions and contracts based on these are invalid or unenforceable or ineffective or even impossible after the conclusion of which the validity of these terms and conditions, the validity of the general terms and contracts based on these will remain unaffected. The valid and enforceable provision that is economically the closest to the aim of both parties will take the place of the invalid or unenforceable provision. The above provisions apply in the event that the displayed terms and conditions and/or contracts based on it prove to be incomplete.
(2) Formation of contract
The contract is made between the contractors due to the fact that J&S takes on the order of the contractual partner with the provision of services by an order confirmation via email. Also, in the provision of services the acceptance through J&S can be concluded. J&S reserves the right to refuse the application for conclusion of the contract in individual cases for good reason.
Basis for the contract is the actual valid offer from J&S in which the scope of services and the remuneration is determined, verbal or in writing (alternatively, when giving an order to J&S to establish a company, the remittance of a copy of the ID or passport).
Solely the laws of the Republic of Cyprus regarding the statutory regulations between merchants apply. In principle, the parties agree with the conclusion expressed through their capacity as a merchant.
Special conditions for use by persons
J&S generally assumes that all visitors (clients, users, requesting persons, interested parties) of the published websites are entrepreneurs within the meaning of the law. J&S is not required to verify this assumption.
Furthermore, every person coming into contact with J&S, in writing or per telephone, verifies bindingly, that in their person they are a merchant (business men under the law, no start-ups). If a person does not agree to these rules, they are hereby asked not to request information through J&S, especially not to request particular benefits through J&S.
Basic rules regarding the withdrawal and cancellation rights
In principle and regarding to the aforementioned provisions, withdrawal and cancellation is excluded.
(3) Obligations of the contracting party
The contracting party is responsible for the correct input of his data which are required for the completion of the contract and/or the use of the services. J&S is to be notified immediately in case changes within the provided data appear.
The client has to avoid any impression, within the legal and business transactions, that data attributed by him lies in the responsibility of J&S.
The client is obliged to ensure the continuous correctness of his data at J&S, therefore ensuring a permanent presence and reachability through post or digital post (email).
Any damages resulting directly or indirectly by the contracting party because J&S cannot reach him in writing will not be covered by J&S (for example fines for missed deadlines, checks, etc.). J&S does not have the duty to enquire or search for correct data.
If the contractor does not forward the change of contact details to J&S then J&S will assume sent mail as delivered if sent to the last known address. This also applies to delivery by electronic means.
The contractual partner will immediately provide J&S with all needed information and documents which are necessary for the provision of the services. He will inform them of all operations relevant for the implementation of the order, even if these circumstances get to be known only during the execution of the order.
The client is obliged to check the provided information (company name, product descriptions, logos, domain names, etc.) on any existing copyrights, trademarks or concerning other rights of third parties. J&S is expressly not liable for an infringement of such rights.
(4) Service charges
Unless otherwise agreed in writing with J&S, the fee to be paid to J&S for any single performance is to be paid in advance. All services provided through J&S which are not expressly settled through the agreed fee will be charged separately by J&S. All arising expenses will be reimbursed by the contractor to J&S.
J&S reserves the right to change the service charges, if, after conclusion of the contract, cost reductions or cost increases occur, in particular as a result of price increases by third parties. J&S will verify the reasons of cost decrease or cost increase at the request of the client.
The service charges are due immediately and in full within 3 days of the invoice date. In the event of default, J&S is entitled to demand interest amounting to 4% above the EU-discount rate per year. If J&S is able to prove a higher damage, it is entitled to claim it. Autonomous to the damage caused by default as well as return, the parties agree to the following penalties in case of default regarding the maturity of any annual fee. If the delay is between 1 and 7 days, a penalty amounting to 100.00 Euros will be charged. If the delay is between 8 and 30 days, a penalty of 250.00 Euros will be charged. If the delay is more than a month then a penalty of 500.00 Euros will be charged. Regarding a delay of more than 30 days, J&S is entitled to terminate the contract completely and immediately. J&S at this point already points out to the contractual parties that in the event of termination all rights, the existence of the company and a possibly agreed trusteeship will end.
In the event of default J&S is furthermore entitled to stop all services, moreover, not to accept or to forward incoming mail and calls under the postal and telephone service (mail forwarding through the registered office). J&S has the right, after a one time reminder, no later than 14 days though after the occurrence of delayed payment, to partially or wholly cease its services. J&S is free to make retention of business records and documents. Against settlement of all claims through the contractor to J&S, J&S already here agrees to hand over kept in records and documents to the contracting party.
The client has to raise objections against invoices from J&S immediately after receiving the invoices. Objections do not entitle the contractor to re-claim already paid amounts. If J&S recognizes the objection in whole or partially, J&S will refund the overpayments made through the contractor. If the contracting party decides to chargeback amounts paid, J&S is entitled to charge client the costs occurring J&S and is entitled to cancel the contract for good reason.
The client only has the right of compensation if his counterclaims have been legally identified and if J&S recognizes them. He furthermore is only entitled to exercise the right of retention only if the counter claim is based on the same (single) contract.
(5) Third party services / commissioning of suitable third parties
At its discretion, J&S is entitled to perform the services itself, to use the services of third parties and/or replace such services (“procurement staff”). J&S will carefully choose procurement agents and make sure that they have the necessary qualifications.
The client acknowledges that expressly a legal, corporate, or tax advice is given through J&S exclusively through individuals that pose the necessary qualification or permission of J&S (including the provision through procurement agents).
In certain cases, J&S will take over only the collection (reception) for the provided services through procurement assistance, if this is part of the offered services.
(6) Liability
J&S is liable under the statutory provisions only if attributable to breaches of duty by intent or through gross negligence or J&S has violated a contractual obligation at least slightly negligent. Moreover, liability is excluded. The liability of J&S is also excluded if the contracting party does not comply with their obligation to notify J&S.
If the other party claims for damage instead of performance, the liability is limited to the replacement of the foreseeable, typically occurring damage.
The contracting party has to file complaints promptly, but in all cases they have to be made within 10 days of the performance through J&S, to J&S in writing and justified. In the case of timely and justified complaints the contractor has the right of repair or exchange of the services through J&S.
In the event of justified claims the deficiencies are corrected within a reasonable time, hereby the contractors of the J&S has to enable all measures required to do so. J&S is entitled to refuse to improve the performance if this is impossible, or connected with a disproportionate effort for J&S.
In principle, a burden of proof to the detriment of J&S is excluded. The existence of the deficiency during the time of delivery, the time of discovery and the timely correct claim by the contractor is to be undoubtedly proven through the contractor. In principle, J&S cannot guarantee the registration of a name (preferred name) in the registry. J&S is not liable for damage caused to the client because of non registration of a name or non registration of a branch, bank accounts or others. The liability for any postal delivery is specifically excluded.
(7) Privacy policy
J&S collects, stores and processes data obtained as part of the contract according to Cypriot legal data protection regulations, namely on the one hand to fulfill the contractual obligations and on the other hand to comply with legal documentation requirements. During the registration process, personal data is collected through J&S. The collected data is solely used for the purpose of contract management and client care as well as for internal investigations. The client declares his agreement to this. The transfer of such data to non-business and unauthorized third parties will not take place at any time!
(8) Right of retention
In case of outstanding debts towards J&S, in principle J&S is entitled to retain all services, correspondence, documents and records in paper form as well as digital form until the complete settlement of all claims. In addition, J&S is authorized in case of non-payment of annual fees to file bankruptcy against the company of the contractor which was established through J&S, to take the company in possession or to have it deleted from the registry.
(9) Notice periods
Unless expressly agreed to otherwise, the parties are entitled to terminate the contractual relationship with a period of three months to the end of the current calendar year in writing by registered mail. The parties reserve the right to extraordinarily terminate the contract for good reason. A good reason exists in particular in the following cases:
a.) The contractor is in delay regarding payments to J&S;
or
b.) the contractor fails repeatedly to comply with the obligations incumbent upon him out of the contract with J&S.
In each case, the notice must be made in writing and by registered letter. In case of justified dismissal in accordance to the above points, J&S is under no circumstances obliged to repay or refund any payments made by the contracting parties. A repayment obligation on the part of J&S to the contractor in these cases is fundamentally and irrevocably excluded.
(10) Final provisions
This contract is subject to the laws of the Republic of Cyprus. Changes of the terms and conditions will be published as already stated. The amendments are considered approved if the contractual parties do not object to them in writing to the mentioned deadline. J&S will stress this consequence in the communication or publication. The objection must be made within one month of the receipt of the notification or its publication and received by J&S within this period. Basically, all prices, fees and quotes are plus 15% VAT (current rate of VAT in the Republic of Cyprus).
(11) Place of jurisdiction
Solely the law of the Republic of Cyprus applies.
Oct. 2010, Cyprus