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
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
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
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
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.
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.
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.
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.
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
The Client acknowledges the right of LTCBS to review annual fees. Any
amendment in the fee structure will be notified to the Client at least one
month prior to the commencement of the services for the period to which the
fees relate. The Client can pay the fees due to LTCBS using a valid Visa,
Mastercard credit card bearing his/her name, or by bank transfer. Clients
transmitting credit card (or similar payment instrument) data to LTCBS for the
purpose of a payment accept that the company bills their credit card for the
full amount of the fees and / or expenses, taxes, duties due to LTCBS in
connection with the service plus any disbursements or out-of-pocket expenses.
The Client further agrees that LTCBS may records and use such credit card data
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
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
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.
10.2. Affiliated companies of LTCBS or a
registered agent may act as the processor of personal data on behalf of LTCBS,
who shall remain the controller of such personal data. A more detailed
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
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.
10.6. The information provided in Clause 10 is
only an informative introduction to data protection. The latter is better
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
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
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
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
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.