ReXKern >> UK >> Agreement (UK)

“Agreement on ordering a company etc. through www.rexkern.com”

• This agreement covers ordering company registration and/or follow-up services for companies (combined or individually hereinafter called “the Service”)
• The agreement is made between Account Ltd (“ReXKern”) and the person ordering the service (“the Assignor”). If the service is for initial registration of a company the Assignor is jointly and severally liable with the newly registered company. If the company does not complete its registration the Assignor assumes full liability under this agreement.
• Binding agreement takes place when the Assignor sends an electronic or signed order form to ReXKern, when the Assignor accepts these terms by ticking off an electronic form or when the Assignor orders by telephone. The order is binding even if the Assignor has not completed the form as required. ReXKern will inform the Assignor if further information is required, or if the information the Assignor has given is not accepted by the authorities in the countries in which registration is to be effected.

  ReXKern reserves the right to decline all orders without stating a reason against repayment of possible payments from the Assignor.

• The Assignor accepts that information and documents relating to the matter at hand may be sent and stored electronically including as e-mail.
• The service is to be prepaid in accordance with ruling prices fixed by ReXKern. If an order is not paid or if a payment by credit card, cheque or otherwise paid is withheld by the payment agency or for other reasons is not correctly paid to ReXKern the order remains binding upon the Assignor. Correct payment shall in these cases be made forthwith. With delayed payments costs accrue according to the law and current practice.
  
  ReXKern and its working partners may invoice additionally for possible meetings with the Assignor and for special documents or other extra work requested by the Assignor and which is not normally included in the Service.
  
  Moreover ReXKern may be invoiced extra for supplementary copies, messenger services upon agreement with the Assignor and other exceptional costs. The orderer shall be pre-informed of additional invoicing, if any,
• Neither ReXKern, ReXKern’ employees or ReXKern’ working partners can supply binding assurances about registration within given deadlines since processing time largely depends on the processing by the public authorities of submitted applications etc. Similarly no binding assurances can be given whether chosen company names are available for registration. ReXKern shall inform the Assignor if registration is declined.
  
  The Assignor shall then choose a new company name and notify ReXKern accordingly within 3 days. An order cannot be cancelled even if a preferred company name is not accessible. Under no circumstances can either ReXKern, ReXKerns’ employees or ReXKern’ working partners be held responsible if chosen company names conflict with the rights of a third party.
• The Assignor undertakes to give ReXKern all relevant information in connection with the case – and to keep updating this information. This also applies to the customer’s own contact information. Also the Assignor shall give ReXKern due notice about all relevant deadlines. If ReXKern because of Assignor’s breach of undertakings in this matter is held liable vis-à-vis a third party or in relation to other kinds of costs the Assignor shall be held liable therefor.
  
  The Assignor shall complete all forms to the best of his ability and vouch for the correctness of all the data supplied. The Assignor is acquainted with and is conversant with the personal liability that may be incumbent upon partners and members of the company management and with other tasks of the company, both according to Danish or foreign law.
• ReXKern’ liable for mistakes, defects or losses in connection with the Service is limited to the size of the fee. ReXKern is not liable for indirect losses or losses because of changes in Danish or Foreign law or as a consequence of rulings or decisions made by administrative bodies or courts.
  
  Assignor undertakes to hold ReXKern, ReXKern’ employees and ReXKern’ working partners indemnified also against third parties for every case of damage and every loss in connection with the execution of the Service and/or arising if the Service cannot be performed.
  
  If this agreement includes address services in Denmark or elsewhere ReXKern undertakes to supply such an address via a responsible company or person capable of producing satisfactory references. This undertaking apart there is no other responsibility for the execution of the address service. The postal address applies only to mail from the authorities and ReXKern ia allowed to shred or return other mail.
  
  ReXKern also has the right to open all mail in order to handle it or open and forward it as part of an address service electronically or by post. It is vital that contact can be established to the management of the company or a representative of the company management on the domicile address of a Danish company. If a customer relationship includes address services in Denmark the company ought to give ReXKern power of attorney to speak on matters relating to the company’s relationship with public authorities. ReXKern will in such cases seek to establish telephone contact with the management of the company.
• The Assignor confirms that the company will not be established for unlawful purposes. The Assignor is aware that ReXKern, ReXKern’ employees and ReXKern’ working partners may be legally bound to advise the authorities of suspected money laundry and a number of other breaches of the law.
• ReXKern or working partners or subsidiaries of ReXKern shall ensure that clients are informed of tax returns and derogation statements or annual reports. The client is in all circumstances personally liable for all fees.
  
  ReXKern can at any time give notice to terminate the agreement without explanation, though against repayment of a proportional part of the invoice amount for terminating the agreement. ReXKern and ReXKern’ working partners are entitled without repayment to cease delivery of registered office address with immediate effect if the Assignor within the advised notice is not supplying information or documents required by the public authority, is not contributing towards completing the assignment or if the Assignor according to the assessment of ReXKern or ReXKern’ working partners is involved in activity violating law and decency.
  
  If the Assignor wants assistance for follow-up and changes in Denmark beyond the aforementioned it will be agreed separately between the parties. If a client relationship includes address services in Denmark ReXKern is obliged to carry out assignments in this agreement within the time limits set by the Danish authorities. If the Assignor’s signature or approval is required ReXKern is committed to approaching the Assignor for the said signature or approval within the same time limit and is in any case not liable for any punctual delivery.
  
  For branches of Danish companies the Assignor is aware that the Danish authorities may enjoin him to deliver a copy of his foreign accounts and certificates documenting the branch domicile from foreign Inland Revenue authorities. ReXKern will forward such enquiries to the Assignor free of charge.
• If the Service includes foundation of a Danish company ReXKern and its working partners will draw up registration and application papers.
• If a client relationship includes address services in Denmark the Assignor undertakes to advise ReXKern of every change in management, and of other changes in ownership or activity ass well as other changes of importance bearing on the execution of the assignment. The Assignor undertakes to ensure that ReXKern at any time has an updated email address, postal address and telephone number for contacting Assignor. Moreover Assignor undertakes to submit due picture legitimation on a continuous basis about the management and ownership of the company. The Assignor is aware that ReXKern is only obliged to send communications, notices, invoices and other data by e-mail.
• If the agreement comprises assistance for corporate legal changes including changes in owners, management, address and any other change in the company status or ownership the Assignor is committed to indemnifying ReXKern and ReXKern’ employees and working partners.
  
  Damages for loss can only be demanded where the damage is for wilful violence or gross negligence and is then upwardly limited to an amount corresponding to ReXKern’ fee for the actual assignment.
• Where the Assignment comprises assistance with the deletion of a company the Assignor’s attention has been drawn to the specific problems in such cases and that the Assignee renounces all liability for any loss.
• The Assignor approves that ReXKern can submit all applications electronically; including paper forms handed to ReXKern by Assignor provided the respective forms are accepted as electronically submitted by the Danish authorities.
• Agreements on follow-ups as well as agreements on address services run for one year after conclusion of the agreement. After that the agreement is renewed automatically at the current price for a further one year at a time till notice is given. ReXKern must receive written notice at the latest 60 days prior to renewal. The client pays for services with credit cards and accepts that ReXKern automatically debits the card for successive periods up until notice is given for termination of the service.
  
  ReXKern is bound to secrecy about all aspects of Assignor of a confidential or sensitive nature. The professional secrecy applies to all employees and others who perform work on behalf of ReXKern in connection with the implementation of the agreement. The professional secrecy applies during the implementation of the assignment and after the assignment has been completed. Professional secrecy does not apply when ReXKern has been ordered to give information by law or under applicable agreements with a public authority.
• Assignor is aware that all services delivered by ReXKern are to be regarded as agreements between legal entities and that specific provisions on consumer deals thus do not apply. Assignor is furthermore aware that ReXKern is a company registered in Cyprus with all management in Cyprus and that all services are invoiced with the current Cypriot VAT.
  Place of supply of services rules: For services provided from ReXKern.com to another taxable person situated in another country either within EU or outside EU (Business to Business or B2B) the place of supply will be where the customer is situated. In other words, Β2Β services will be taxed where the customer is established, or where the establishment is based for which the services are provided.
  
  For services provided from ReXKern.com to a non-taxable person (Business to Customer or B2C), the place of supply will be in Cyprus. Services provided to third countries are outside the scope of Cyprus or EU VAT.
  
• All prices are exclusive of VAT.
• This agreement is drawn up according to Cypriot law and disputes, if any, are to be settled in Cypriot courts.