Company IMAGE OFFICE s.r.o. address: Praha 1 – Nové Město, Krakovská 583/9, PSČ 110 00, Czech republic ID: 07751974 registered in commercial register held by Municipal Court in Prague, section B, entry 306997
to provide foreign company establishment and management services through an online store located at http://www.imageoffice.com/
1. INTRODUCORY PROVISIONS
1. These business terms (hereinafter only „Business Terms“) of the company IMAGE OFFICE s.r.o., address: Praha 1 – Nové Město, Krakovská 583/9, PSČ 110 00, Czech republic, ID: 07751974, registered in commercial register held by Municipal Court in Prague, section B, entry 306997 (hereinafter only „Seller“) in accordance with § 1751, section 1) of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “Civil Code”) regulate the mutual rights and obligations of the Contracting Parties arising in connection with or on the basis of the Contract hereinafter only „the Contract“) concluded between the Seller and another physical entity doing business by a natural person or a legal entity (hereinafter only „Buyer”) via the Seller’s online shop for the acquisition of a foreign company by purchasing a ready made company or seting up a foreign company by the Seller for the Buyer. The online store is operated by the seller on a website located at http://www.imageoffice.com/ (the “Website”) via the Web Interface (hereinafter only „Web Interface”).
2. The subject of the Contract is the purchase of a ready-made foreign company or seting up a foreign company by the Seller according to the Buyer’s instructions, which are available on the Website. The subject of this Contract is also on the basis of the Buyers order nominee director services, nominee shareholder services and bookkeeping services for the foreign company, audit services and submission of all necessary docs to the competent state authorities and the bank account opening (“the Services”).
3. The Buyer declares that, with respect to the services acquired, the Buyer concludes a Contract with the Buyer in the course of his business activities or in the course of his own profession. For this reason, the Buyer is not a consumer and the consumer contract provisions do not apply to the contract.
4. Derogation from this Business Terms may be agreed in the Contract. Different arrangements in the Contract prevail the terms and conditions hereof.
5. The Business Terms are an integral part of the Contract. The Contract and Business Terms are written in the English language. The contract can be concluded also in the Czech language.
6. The Seller may amend or supplement this Business Terms. This provision shall not affect the rights and obligations arising during the period of effect of the previous version of this Business Terms.
1. When ordering services, the Buyer is obliged to provide the name, date of birth, address, e-mail, telephone number or name of the company, its ID number and registered office. The Buyer is obliged to provide all information correctly and truthfully. The information given by the Buyer when ordering services is deemed correct by the Seller.
3. CONCLUSION OF THE CONTRACT
1. All services presented in the Web Interface of the shop are informative and the Seller is not obliged to conclude a contract. Section 1732 (2) of the Civil Code does not apply.
2. The Web interface of the shop contains information about the Services, including the prices of individual services, with the exception of bookkeeping, tax advice and filing with the competent authorities according to the law of the respective state (see further points 3.3 and 3.4 below). Prices of services include VAT and all related charges. Service prices remain in effect as long as they are displayed on the Web Interface. This provision does not limit the Seller’s ability to contract under individually agreed terms.
3. The Buyer acknowledges that the Seller will do everything possible to open a foreign bank’s bank account. However, the seller expressly notifies the Buyer and the Buyer acknowledges and agrees that the opening of the account is subject to the consent of the bank, to which there is no legal claim, and despite all efforts of the seller bank account may not be open for foreign companies without fault or Seller’s fault. The Buyer acknowledges and agrees that the opening price of the bank account stated in the online store is only the Seller’s price and does not include the costs necessary to open the bank account (costs incurred by the Bank’s documents, their verification, bank’s recommendation, etc.). The price is not refundable at all times. The costs will be calculated during the bank account opening process and the Seller undertakes to pay them immediately to the Buyer as soon as the seller informs him of the amount.
4. Buyer acknowledges that Singapore, Gibraltar, Cypriot, Hong Kong and British companies are required to keep accounts, audit financial statements, file income tax returns and file business accounts and tax offices, and submit other submissions to the authorities under national legislation. The Buyer acknowledges and agrees to order accounting, auditing and filing of all submissions to the competent authorities at the same time as ordering Cypriot, Hong Kong or British companies. The Buyer acknowledges and agrees that the price of these services is not included in the company’s price or its annual renewal and is based on the number of accounting items and undertakes to pay it immediately upon notification to the Buyer by the Seller.
5. The Buyer acknowledges that each year no later than one month prior to the anniversary of the set up or purchase of a foreign company, a renewal of the company for the following year is due. The renewal price is listed at the Website. The renewal price may vary and the Buyer expressly agrees that the Seller is entitled to change the renewal price. If the Buyer does not agree with the new renewal price, then the Buyer is entitled to terminate the contract with one month’s notice and is obliged to pay the Seller all debts. The Buyer acknowledges and agrees that the price of the renewal does not include the cost of accounting, auditing the financial statements, filing income tax returns, and filing accounts in the Commercial Register and Tax Office and filing other submissions to the authorities under the law of the relevant state.
6. The Buyer further acknowledges that in the case of nominee servis, the Buyer is obliged to sign and send to the Seller an e-mail and one original copy of the contract for each nominee service ordered. In case of breach of this obligation, the Buyer is obliged to pay the Seller a contractual penalty of 100% of the price of the nominee services ordered.
7. The Buyer further acknowledges that the annual renewal of the company requires the signing of the legal requirements of that jurisdiction. Furthermore, the Buyer acknowledges that in the event of a delay in signing these documents, the Seller is entitled to reject the Company’s renewal and not to restore the Company with all the consequences thereof. The Buyer is obliged to pay the Seller a contractual penalty in the amount of 100% of the price of the Company’s renewal in case of breach of its obligation to deliver signed documents to the Seller for renewal of the company.
8. The Web Interface of the shop also contains information about the costs associated with the delivery of the Services, with the exception of the services listed in points 3.3 and 3.4 hereof. Information about the costs related to the delivery of the Services listed in the Web Interface of the shop is valid only in cases where the documents are delivered within the territory of the Czech Republic.
9. To order the Services, the Buyer fills in the order form in the shop Web Interface. In particular, the order form contains information about:
a) ordered Services (the buyer inserts the ordered services into the electronic shopping cart of the web interface of the shop),
b) the method of payment, information about the required method of delivery of documents acquired by the foreign company and
c) information on the costs associated with the delivery of services, with the exception of those referred to in point 3.3, 3.4 and
d) of these Business Terms (hereinafter referred to as “Order”).
10. Before sending the Order to the Seller, the Buyer is allowed to check and change the data entered into the Order by the Buyer, even with regard to the possibility of the Buyer to detect and correct errors in entering data into the Order. The Buyer sends the Order by clicking on the “order” button. The Buyer is obliged to provide complete and truthful information in the Order. The data listed in the Order they are deemed correct by the Seller. Seller immediately upon receipt of the order confirms this receipt to the Buyer by e-mail to the e-mail address of the Buyer specified in the order (hereinafter referred to as “Buyer’s e-mail address”).
11. The Seller is always entitled, depending on the nature of the Order (number of services, amount of price, estimated shipping costs) to ask the Buyer for additional confirmation of the Order (for example in writing or by phone).
12. The contractual relationship between the Seller and the Buyer arises upon delivery of the Order acceptance (acceptance) sent by the Seller to the Buyer by e-mail to the Buyer’s e-mail address.
13. The Buyer agrees to use the means of distance communication to conclude the Contract. The costs incurred by the Buyer when using distance communication means in connection with the conclusion of the Contract (the cost of internet access, the cost of telephone calls) are borne by the Buyer, which costs do not differ from the base rate.
4. PRICE AND PAYMENT TERMS
1. The price of Services and any costs associated with the delivery of documents under the Contract may be paid by the Buyer to the Seller in the following ways:
a) cash in the Seller’s office at Krakovská 9, Prague 1, to the financial manager;
b) by bank transfer to the Seller’s account No. 2096097036/5500, maintained by Raiffeisenbank a.s. (hereinafter referred to as “Seller’s Account”);
c) by cashless payment card via PayPal payment system.
2. Together with the price, the Buyer is also obliged to pay to the Seller the costs associated with the delivery of documents concerning the foreign company at the agreed amount. Unless expressly stated otherwise, the cost and the costs of delivering the documents are also to be understood.
3. In case of cash payment and non-cash payment, the price is payable within 5 days after the order confirmation by the Buyer.
4. In case of cashless payment, the Buyer is obliged to pay the price of the Services together with the variable symbol of the payment. In the case of cashless payment, the buyer’s obligation to pay the price is fulfilled at the moment of crediting the relevant amount to the Seller’s account.
5. The Buyer acknowledges and agrees that the Seller will only commence the acts of seting up or buying a ready made foreign company after full payment of the entire price of the Services to the Seller and after delivery of all necessary documents to the Seller by the Buyer. Section 2119 (1) of the Civil Code does not apply.
6. Any discounts on the price of Services provided by the Seller to the Buyer cannot be combined.
7. If it is customary in the course of trade or if it is stipulated by generally binding legal regulations, the Seller shall issue a tax document – invoice for the payments made under the contract to the Buyer. The Seller is a payer of value added tax. The tax document – invoice will be issued by the Seller to the Buyer after payment of the price of services and will be sent in electronic form to the Buyer’s electronic address.
5. WITHDRAWAL FROM THE CONTRACT
1. The Buyer acknowledges that it is not possible to withdraw from the Service Contract, when the Services has been modified or delivered to the Buyer.
2. The Buyer acknowledges that due to the fact that he is not a consumer regarding services, he is not entitled to withdraw from the Contract in accordance with Section 1829 of the Civil Code.
3. In the event of withdrawal from the Contract, the Buyer agrees that the performance of the mutually provided performance is not refunded with respect to the nature of the services provided by the Seller to the Buyer.
4. If a gift is given to the Buyer together with the Services, the gift contract between the Seller and the Buyer is concluded with the termination condition that if the Buyer withdraws from the Contract, the gift contract for such gift is lost and the Buyer is obliged to return the gift to the Seller.
6. DELIVERY OF DOCUMENTS
1. If the case the transport is negotiated on the basis of a special request of the Buyer, the Buyer bears the risk and any additional costs associated with this mode of transport.
2. If the Seller is obliged under the Contract to deliver documents to the place specified by the Buyer in the Order, the Buyer is obliged to accept the documents upon delivery.
3. If the documents must be delivered repeatedly or in any other way than stated in the Order due to reasons on the part of the Buyer, the Buyer is obliged to pay the costs associated with repeated delivery of documents, respectively costs associated with other means of delivery.
4. Upon receipt of the documents from the carrier, the Buyer is obliged to check the integrity of the document packaging and in case of any defects to notify the carrier and the Seller immediately. Other rights and obligations of the parties in the transport of documents may be modified by the Seller’s special delivery terms, if issued by the Seller.
7. DEFECTIVE PERFORMANCE RIGHTS
1. The rights and obligations of the contracting parties regarding the rights of defective performance are governed by these Business Terms, specifically point 7.2, and the contracting parties exclude the application of the Civil Code.
2. The Buyer is obliged to check and defect defects and errors immediately upon delivery of the documents. If there are errors or defects in the foreign company documents, the Seller is obliged to correct them at his own expense.
3. The Buyer shall exercise the rights of defective performance at the Seller’s address at Prague 1 – Nové Město, Krakovská 583/9, 110 00, Czech republic. The moment of filing a complaint shall be deemed to be the moment when the Seller received a notice of defect from the Buyer.
4. Other rights and obligations of the parties related to the Seller’s liability for defects may be regulated by the Seller’s Complaints Procedure.
8. OTHER RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES
1. The Seller undertakes not to commit with a foreign company any criminal activity or any other violation of the law.
2. The Buyer declares that all the means by which he pays the price are neither proceeds of criminal activity nor the Buyer attempts to disguise the origin of the means.
3. The Buyer undertakes that the foreign company will not perform any prohibited financial operations and will not be used for money laundering.
4. The Buyer agrees that the foreign company will be set up or purchased after the Buyer has supplied the Seller with all necessary and required documents.
5. The Buyer is obliged to provide the Seller with all the cooperation, information and documents that are necessary for the performance of the Contract and the delivery of the ordered services or which the Seller requests. The buyer is obliged to answer all questions of the Seller and to communicate with the Seller.
6. The Buyer acknowledges that a foreign company established in Cyprus, Hong Kong, Singapore, UK must keep accounts, audit and submit appropriate tax returns and submissions to authorities under applicable national law. The Buyer undertakes to deliver to the Seller in time all information and accounting documents, including account statements, so that the Seller can ensure the processing of the accounting and ensure that all legal obligations of the Company are fulfilled. The Buyer is not entitled to secure this with any person other than the Seller.
7. The Buyer acknowledges that every year it is necessary to pay for the renewal of the foreign company and if it is necessary to keep the accounting and deliver all the accounting documents including the account statement, so that the foreign company fulfills all its legal obligations.
8. The Buyer acknowledges that in the case of failure to deliver the necessary cooperation to the Seller, in particular if he fails to pay the renewal in due time and fails to deliver accounting documents, sanctions and penalties will be applied by the State and the renewal price will be increased.
9. Buyer acknowledges that if he or she wants to cancel a company based in Cyprus, Hong Kong, Singapore, UK, he / she is required to liquidate or possibly petition for insolvency if the company is bankrupt. The Seller will arrange for the Buyer the liquidation of the company or insolvency procedure.
10. In relation to the Buyer, the Seller is not bound by any codes of conduct within the meaning of Section 1826 (1) (a). e) of the Civil Code.
11. Out-of-court settlement of Buyer complaints is provided by the Seller via e-mail address firstname.lastname@example.org or by tel .: +420 222 331 700. The Seller shall send information on the Buyer’s complaint to the Buyer’s e-mail address.
12. The Buyer hereby assumes the risk of changing circumstances within the meaning of Section 1765 (2) of the Civil Code.
1. The Buyer will receive all notifications and the Seller will communicate with the Buyer to the e-mail address specified by the Buyer in the order.
2. The Buyer undertakes to communicate with the Seller on the contact details specified in point 12.4 of these Business Terms.
12. FINAL PROVISIONS
1. If the relationship established by the Contract contains an international (foreign) element, then the parties agree that the relationship is governed by Czech law.
2. If any provision of the Business Terms is invalid or ineffective, or becomes, instead of the invalid provision, a provision whose meaning to the invalid provision is as close as possible. The invalidity or ineffectiveness of one provision shall not affect the validity of the other provisions. Changes and amendments to the Contract or terms and conditions require written form.
3. The Contract and the Order, including terms and conditions, are archived by the Seller in electronic form and are not accessible.
4. Contact details of the Seller: address for delivery Prague 1 – Nové Město, Krakovská 583/9, PC: 110 00, Czech republic, e-mail address email@example.com, telephone +420 222 331 700.
In Prague July 1, 2019
IMAGE OFFICE s.r.o.