1. Purpose and Scope of Application
1.1. These Terms of Business are intended to govern the business relations between LTC Business Services (“LTCBS”) and its clients (“Client”). On the basis of these Terms of Business, LTCBS shall provide the Client with various services such as the foundation of companies (“Company”) and some additional related services (“Additional Services”) as well as the assistance in relation with the opening of accounts with banks or a non-banking financial services providers (“Bank Account Opening”).
1.2. These Terms of Business shall form an integral part of any agreement concluded between the Client and LTCBS on the execution of the LTCBS order form either by way of online order or paper form (“Agreement”). By entering into an Agreement with LTCBS, the Client accepts these Terms of Business.
1.3. Any Terms of Business which deviate from, contradict or supplement these Terms of Business shall not become a part of any Agreement, unless otherwise specifically agreed in writing between the Client and LTCBS.
1.4. In the event of any conflict between the present Terms of Business and any Agreement, the provisions of the Agreement shall prevail over the present Terms of Business.
1.5. LTCBS reserves the right to change the Terms and Conditions at any time with immediate effect. The Client shall be notified of such amendments by notice in writing. Amendments shall be deemed to be approved by the Client unless LTCBS receives a written objection thereto within four weeks from the date of the notice.
2. Content and Scope of the Services
Foundation, Acquisition and management of a Company and Additional Services
2.1. LTCBS can perform the service of incorporating or acquiring a Company for the Client, in the jurisdictions specified in the list available on the website of LTCBS (www.ltcbs.eu). LTCBS can also organize the supply, either by LTCBS’s affiliated companies or third parties, of Additional Services such as the supply of nominee directors, nominee shareholders, internet merchant account, company logo, company seal, company rubber stamp, power of attorney, notarization & apostille on documents. Affiliated companies means, in relation to LTCBS, a subsidiary or a holding company of LTCBS or any other subsidiary of that holding company.
2.2. All Additional Services will be provided on the basis of a specific agreement between the Client and the relevant provider of the Additional Services, except for seals, stamps and logos, notarization & Apostille.
Bank Account Opening
2.3. LTCBS can perform the service of assistance in relation with the opening of an account with a bank or another financial service provider (“Bank”). Any application is subject to the acceptance of the client by the Bank.
3. Right to refuse services
LTCBS reserves the right to refuse any and/or all its services to any Client without giving any reason or explanation thereto, and cannot, under any circumstances, be held responsible for such refusal.
4. Legal Advice
Whilst LTCBS endeavors to provide true and correct information on all its services, it is not providing legal advice. The Client is responsible for ensuring that he/she has taken all necessary tax and legal advice with regard to the establishment and operation of the Company and for ensuring that the activities will not breach the law of any relevant jurisdiction.
5. Legal Purposes
The Client warrants that he/she will not use any of the rights granted in any Agreement for any illegal, obscene, immoral or defamatory purposes and will not in any way bring LTCBS into disrepute. The client will not in any way whatsoever use or combine the LTCBS name, in whole or in part, for the purpose of trading activities. LTCBS reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.
6. Anti-Money Laundering and Due Diligence
The Client shall provide LTCBS with such information as LTCBS considers necessary in order to ensure that the Company complies with applicable legislation on anti-money laundering and due diligence. The Client is responsible for ensuring that the information provided to LTCBS is correct. The client also represents to LTCBS that assets or funds introduced to a Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity. In order to enable LTCBS to meet its legal obligation, the Client shall keep LTCBS fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the company.
7. Obligations of the Client
Due diligence documentation may include the provision to LTCBS of, without limitation : original certified copies of identity documents, a proof of legal domicile no older than 3 months, a banker’s reference letter, certified copies of corporate documentation, and certified translations where applicable. Any certification must be done in accordance with the requirements of the applicable jurisdiction and as per LTCBS’s instructions if any. The Client is obliged to provide the requested due diligence material prior to the commencement of LTCBS services.
8. Fees and Payment Terms
8.1. The Client agrees to pay the fees charged
by LTCBS. LTCBS schedule of fees can be found in the price list available on
the website of LTCBS. In addition to the fees mentioned in the price list and
the in the order form on the website, the Client agrees to pay any out-of-the
pocket expenses in particular, but not limited to, those incurred in convening
or attending meetings of the directors, shareholders or secretaries, calling or
attending any extraordinary general meetings of the company, preparing any
forwarding any notice or statement and all other like expenses.
LTCBS starts an execution phase only after the receipt of the full payment of the fees. All fees and charges are payable in the currency nominated by LTCBS, which is usually Euros. The Client is not authorized to withhold fees and interests due to any service, guarantee or liability-related claims. In the same manner, any right of off-set on the part of the Client is hereby excluded.
Foundation or Acquisition and Management of a Company
8.2. The Client shall owe LTCBS a one-time set-up fee for enabling the foundation or acquisition of a Company in addition to other fees for services as requested by the client. The set-up fee varies according to the jurisdiction and includes all the documents required for the company to be fully operational from the first day of registration, i.e.: the certificate of incorporation issued by the local registrar; the memorandum and articles of association; the resolution relating to the nomination of director and the distribution of shares; and the share certificate(s).
The Client shall owe LTCBS all other fees such as Nominee Directors or Shareholders fees and transfer fees, including disbursements and any out-of-pocket expenses.
SPECIFIC CARD PAYMENT CONDITIONS
8.3. In the event renewal fees are overdue in spite of LTCBS having regularly invoiced the Client and used reasonable efforts to inform the Client of such fees being overdue, the Client accepts that LTCBS may debit from the Client’s credit or debit card any overdue fees including any applicable registry penalties that is imposed to return the Client’s company to good standing. In that case, the Client further agrees that LTCBS will have up to 60 days from debit date to pay any annual public registry fee for the Client’s company, and that any amount debited as registry penalty will also include any additional penalties accruing during the additional 60 days of non-compliance.
Bank Account Opening
8.5. The Client shall owe LTCBS a one-time fee for its service regarding the opening of a Bank account. This set-up fee can be changed at any time without prior notice. The set-up fee may be quoted in any currency agreed to by the parties. The client will pay the set-up fee before LTCBS begins the performance of the service. The client can pay the set-up fee by any legal means, including through legal counsel. Clients who send LTCBS a credit card as payment accept that LTCBS bills their credit card for the full amount of the set-up fee for the account they have chosen plus the price of the courier service if requested.
Appointment of a director
8.6. The Client certify that each of the directors to be named on a company in accordance with an order form submitted to LTCBS and who has not signed a “Consent to Act as Director” has consented to be a director of the company on its incorporation and that each director who is a natural person has attained the age of 18 years.
Other Introduction Services
8.7. The Client shall owe LTCBS a one-time non-refundable fee for LTCBS’s introduction and application assistance service with third party service providers. Such fee is paid in respect of LTCBS’s service costs only. The Client understands that LTCBS will not be part of the relation between the Client and such third-party providers. The Client agrees that in the event the Client’s application is accepted, LTCBS may receive finder’s fees from such third-party providers and the Client expressly renounces claiming the payment of such fees.
9. Communication and Instructions
The Client and LTCBS may send to each other instructions, notices, documents or any other communication either by mail, e-mail, through LTCBS’s dedicated web portal or by messenger, PROVIDED ALWAYS, that LTCBS may send fee notes by e-mail message attachment. The Client and LTCBS shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed if to LTCBS, at its registered office or at such other address as LTCBS may by notice in writing notify to the Client from time to time and, if to the Client, at his/her address or at such other address as the Client may by notice in writing notify to LTCBS from time to time, including holding mail instructions that shall be agreed upon in writing. So that LTCBS may at all times be able to contact the Client should the need arise, the Client agrees to inform LTCBS immediately upon changing his/her address and e-mail address or telephone/fax number. In the event the Client terminates all LTCBS services for one or several registered companies, any notice of termination served by email must be sent to email@example.com
10. Data Processing and Data Protection
10.1. LTCBS will process personal data which
as per the definition found in the General Data Protection Regulation (GDPR)
means any information relating to an identified or identifiable natural person
also referred to as data subject. An identifiable natural person is one who can
be identified, directly or indirectly, in particular by reference to an
identified such as a name, an identification number, location data, an online
identified or to one or more factors specific to the physical, physiological,
genetic, mental, economic, cultural or social identity of that natural person
The processing of data means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, retrieval, consultation, adaption or alteration, use, disclosure by transmission, dissemination and suppression of such personal data or otherwise making available, alignment or combination, restriction, erasure or destruction.
The recipients of the personal data may include LTCBS affiliated companies acting as subcontractors or auxiliaries, the registered agents in the jurisdictions relevant to the services, our IT suppliers or financial providers such as our payment acquirers, other third-party service providers, including banks, whom the Client has expressly requested to be introduced to, the public companies’ registries, or the legal authorities. All these disclosures which have been listed shall only occur in accordance with the GDPR and our business relationship with these third part providers shall be a contractual one whereby both parties agree to abide by the obligations found in the GDPR such as the obligation of confidentiality on whoever is handling the personal data of the data subjects.
To comply with “Know your client” obligations and ensure the correct service delivery, the processed data will include particulars of the Client, such as the full legal name(s), the nationality, the date of birth, domicile and residential addresses, passport numbers, passport validity dates, and contact details of identifiable individuals, as well as supporting documents evidencing such personal data and service instructions from the Client.
The Client is under an obligation to maintain his/her personal data up to date during the entire contractual relationship with LTCBS, and to submit any required supporting document in relation to his/her update obligation in the exact form prescribed by LTCBS.
10.3. The Client acknowledges that more information regarding data processing may be obtained by contacting LTCBS or by email to firstname.lastname@example.org. Any communication will be made in English. Any other language may only be used at LTCBS’s sole discretion and as a courtesy to the Client
10.4. The Client is informed that he/she has a
right to withdraw his/her consent, The withdrawal of consent shall neither
affect the lawfulness of processing based on consent before its withdrawal, nor
the lawfulness of a continuation of the data processing where another valid
purpose exists, such as the purpose of complying with the law.
The Client warrants he/she has secured the valid legal authorization of any applicable data subject whose personal data he/she transferred to LTCBS and that such data subject has consented to the processing of their personal data by or through LTCBS for the purpose of the service performance or in application of due diligence obligations.
10.5. LTCBS, its directors, employees or agents, are required to handle data with confidentiality. Despite all security precautions, data including e-mail electronic communications and personal financial data may be accessed by unauthorized third parties when communicated between the Client and LTCBS. Communicating with LTCBS may imply for the Client to use software produced by third parties including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by LTCBS.
11. Legal Incapacity
The Client shall bear the risk of any damage arising from any lack of legal capacity of his/her person and his/her attorneys or other third parties, unless such incapacity has been communicated to LTCBS in writing.
12.1. Without prejudice to any specific provision, any damage resulting from the error or omission of LTCBS, its directors, employees or agents shall be borne by the Client, unless LTCBS, its directors, employees or agents has acted with gross negligence or fraud or any other liability that cannot be excluded pursuant to applicable law. LTCBS will not be liable for any loss sustained as a result of any mechanical breakdown, strike, delay or failure of any staff, manager or caretaker to perform their duties.
12.2. Any damage whatsoever caused by or arising from, directly or indirectly, the error, failure, negligence, act or omission of any other person, system, institution or payment infrastructure shall be borne by the Client.
12.3. LTCBS cannot be held responsible if the Additional Services cannot be set up. LTCBS’s liability regarding Additional Services is strictly limited to a duty of care in selection, instruction and supervision of its affiliated companies or any other third parties.
12.4. Damage or loss resulting from the use of postal services, telegraph, telex, facsimile, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by the Client, unless LTCBS has acted with gross negligence.
12.5. LTCBS cannot be held responsible either in the event of a breakdown of any of the communication means necessary for the performance of its services under this Agreement or for any mail or calls received for the purposes of its services under this Agreement. Further, LTCBS takes no responsibility for loss or damage arising from the use of fax instructions, including failed or incomplete transmission or loss.
12.6. In the specific case of a Bank account opening, LTCBS is a third party to the relationship between the Bank and the client. Therefore, under no circumstance can LTCBS be held responsible of the relationship between the Bank and the Client. LTCBS has no authority to act and does not purport to act as an employee, representative or officer of any Bank and/ or to sign on behalf or otherwise incur any liability of any sort on behalf of any Bank.
13. Duration, Termination and Suspension of Services
13.1. Any Agreement lasts for the period stated in it and will then automatically be extended for successive periods equal to the length of the initial term. In all other aspects, any Agreement will automatically renew on the same terms and conditions. Either LTCBS or the Client can terminate any Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least two months written notice to the other. Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination. The right to immediate termination for good cause remains unaffected.
13.2. In case of violation of applicable laws or the present Terms of Business by the Client, LTCBS may terminate any Agreement with immediate effect, including any Agreement regarding Additional Services provided by LTCBS’s affiliated companies or third parties. In such a case the Client must take all necessary actions to replace any position being vacant in any Company as a consequence of any such termination and it is explicitly agreed that LTCBS cannot be held liable for any damage following such an immediate termination.
Foundation, Acquisition and Management of a Company
13.3. Any Agreement for the operation of a company is for one complete year. In the event that the Client terminates the Agreement or requests LTCBS to transfer the management of the Company to another agent or corporate service provider or to liquidate the Company, LTCBS will not transfer or liquidate the Company until all outstanding disbursement, expenses and/or fees (including but not limited to, government fees, duties, taxes and other third party disbursements together with Nominee Directors or Shareholders fees and a transfer fee of € 750.00) have been paid in full.
As soon as the Company has been founded and is registered within the relevant jurisdiction, the Client undertakes to sign the mandate agreement in favour of LTCBS that is attached to the present Terms of Business. LTCBS may refuse to forward to the Client the corporate documents relating to the Company as long as the mentioned mandate agreement is not signed.
The Client will receive a full refund of the set-up fee minus courier charges if the following three conditions are met: (i) LTCBS is not able to incorporate or aquire the Company for the Client AND (ii) LTCBS has received all the necessary documents duly completed by the Client, including a copy of the client’s valid identity document and any document which LTCBS has requested from the Client, such as but not limited to utility bills not older than 3 months, his/her curriculum vitae, a bank reference letter AND (iii) the request for the refund is made within 60 days of payment of the set-up fee by the Client.
The Client will receive a credit note equal to the amount paid, in the event Client decides to cancel the order for convenience or if he is unable to provide the list of documents requested by LTCBS for processing the order.
Bank Account Opening
13.4. The service ends with the opening of the account by the Bank and all relations thereafter are between the Client and the Bank.
Performance of a Refund
13.5. Refunds will be done only through the Original Mode of Payment.
If any term or condition contained herein is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be illegal, invalid, prohibited or unenforceable then such term or condition shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability. The remaining terms or conditions herein shall remain in full force and effect.
To execute the services, LTCBS reserves the right to engage subcontractors who are within its authority. Rights and obligations of the Client resulting from any Agreement can only be transferred to third parties with the written consent of LTCBS.
16. Applicable Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Poland. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Republic of Poland.