These Terms of Business are intended to govern the business relations between Adriacom LLC (“Adriacom”) and its clients (“Client”). On the basis of these Terms of Business, Adriacom 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 getting a residence (“Residence”), opening of accounts with banks or a non-banking financial services providers (“Bank Account Opening”). These Terms of Business shall form an integral part of any agreement concluded between the Client and Adriacom on the execution of the Adriacom order form either by way of online order or paper form (“Agreement”). By entering into an Agreement with Adriacom, the Client accepts these Terms of Business. A price list and a list of services are available on the website of Adriacom (www.adriacom.me). 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 Adriacom. 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. Adriacom 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 Adriacom receives a written objection thereto within four weeks from the date of the notice.
Content and Scope of the Services
Foundation and management of a Company and Additional Services Adriacom can perform the service of incorporating a Company for the Client, in the jurisdictions specified in the list available on the website of Adriacom(www.adriacom.me). Adriacom can also organize the supply, either by Adriacom’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 Adriacom, a subsidiary or a holding company of Adriacom or any other subsidiary of that holding company. 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
Adriacom can perform the service of assistance in relation with the opening of an account with a bank or another financial service provider (“Bank”), such as a collection account provider, for the Client. In this framework, Adriacom may propose to the Client a list of Banks, but it is the Client who is responsible for the choice of the Bank. The Client may choose a Bank either among the list of Banks provided by Adriacom or a third party Bank. The successful setting-up of complementary services such as credit cards, chequebooks or internet banking access is not guaranteed and is offered “as is”. The service can only be employed for legal purposes as determined by applicable law.
Right to refuse services
Adriacom 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.
Legal Advice
Whilst Adriacom 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.
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 Adriacom into disrepute. The client will not in any way whatsoever use or combine the Adriacom name, in whole or in part, for the purpose of trading activities. Adriacom reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.
Anti-Money Laundering and Due Diligence
The Client shall provide Adriacom with such information as Adriacom 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 Adriacom is correct. The client also represents to Adriacom 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 Adriacom to meet its legal obligation, the Client shall keep Adriacom fully and promptly informed of any changes in the beneficial ownership, shareholding, and officers of the company. Beneficial owners indicated by the Client shall sign a “form A” as requested in the Agreement. The client shall immediately inform Adriacom of the nature of the activities of the company and seek Adriacom’s prior written consent before making any material changes to those activities.
Obligations of the Client
Due diligence documentation may include the provision to Adriacom of, without limitation: original certified copies of identity documents, 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 Adriacom’s instructions if any. The Client is obliged to provide the requested due diligence material prior to the commencement of Adriacom services.
Fees and Payment Terms
In General
The Client agrees to pay the fees charged by Adriacom. Adriacom schedule of fees can be found in the price list available on the website of Adriacom (www.adriacom.me). In addition to the fees mentioned 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.
Adriacom 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 Adriacom, 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 and Management of a Company
The Client shall owe Adriacom a one-time set-up fee for enabling the foundation of a Company in addition to the annual fees. 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 annual fee is a one-time charge per year paid upon registration or renewal of registration. It includes the on-going verification that the company complies with local laws as well as the renewal of the head office, of the registered agent and of the governmental charges from the jurisdiction in question. The annual fee is non-refundable.
The Client shall owe Adriacom all other fees such as government fees, duties, taxes and other third party disbursements together with Nominee Directors or Shareholders fees and transfer fees, including disbursements and any out-of-pocket expenses.
The Client acknowledges the right of Adriacom 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 Adriacom 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 Adriacom for the purpose of payment accept that the company bills their credit card for the full amount of the fees and/or expenses, taxes, duties due to Adriacom in connection with the service plus any disbursements or out-of-pocket expenses. The Client further agrees that Adriacom may record and use such credit card data in accordance with the present Terms and Conditions and Adriacom’s Privacy Policy.
Specific card payment conditions
In the event renewal fees are overdue in spite of Adriacom having regularly invoiced the Client and used reasonable efforts to inform the Client of such fees being overdue, the Client accepts that Adriacom may debit from the Client’s credit or debit card any overdue fees including any applicable registry penalties that are imposed to return the Client’s company to good standing. In that case, the Client further agrees that Adriacom 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.
IN THE EVENT A THIRD PARTY IS MAKING A CARD PAYMENT TO Adriacom ON BEHALF OF THE CLIENT, THE CLIENT WARRANTS THAT THE CARDHOLDER HAS AUTHORIZED THE PAYMENT, AS WELL AS THE USE OF THE CARD AND PROCESSING OF THE CARD DATA BY Adriacom IN ACCORDANCE WITH THE TERMS AND CONDITIONS AND THE PRIVACY POLICY. THE CLIENT AGREES TO CAUSE THE CARDHOLDER TO SIGN AND COMPLY WITH A CARDHOLDER STATEMENT WHICH TEMPLATE MAY BE FOUND HERE.
Bank Account Opening
The Client shall owe Adriacom 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 Adriacom 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 Adriacom a credit card as payment accept that Adriacom 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
The Client certify that each of the directors to be named on a company in accordance with an order form submitted to Adriacom 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
The Client shall owe Adriacom a one-time non-refundable fee for Adriacom’s introduction and application assistance service with third-party service providers. Such a fee is paid in respect of Adriacom’s service costs only. The Client understands that Adriacom 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, Adriacommay receive finder’s fees from such third party providers and the Client expressly renounces claiming the payment of such fees.
Communication and Instructions
The Client and Adriacom may send to each other instructions, notices, documents or any other communication either by mail, e-mail or through Adriacom’s dedicated web portal, PROVIDED ALWAYS, that Adriacom may send fee notes by e-mail message attachment. The Client and Adriacom shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed if to Adriacom, at its registered office or at such other address as Adriacom 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 Adriacom from time to time, including holding mail instructions that shall be agreed upon in writing. So that Adriacom may at all times be able to contact the Client should the need arise, the Client agrees to inform Adriacom immediately upon changing his/her address and e-mail address or telephone number. In the event the Client terminates all Adriacom services, any notice of termination served by email must be sent to [email protected].
Data Processing and Data Protection
Adriacom 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 an 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, organisation, 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 Adriacom 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.
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 Adriacom in writing.