TERMS AND CONDITIONS OF BUSINESSDEFINITIONS
1.1 "DELTAQUEST" means DeltaQuest Group of Companies and any of its subsidiaries, agents or associated companies throughout the world and all of its directors, officers, employees, agents, lawyers , consultants and successors in title.
1.2 "CLIENT" means the company, firm or person(s) who has requested DeltaQuest to provide services or any other person or legal entity, who has agreed to pay for services and their respective heirs, personal representatives and assigns and shall in case of more than one person mean such persons jointly and severally.
1.3 "COMPANY" means any company or corporate body of whatever type established on behalf of the Client.
1.4 "SERVICES" means the services requested by the Client as contained in directory of services of DeltaQuest specified in advertising material of DeltaQuest and on its web site and any other services ordered/requested/accepted by the Client.
1.5 "AGREEMENT" means terms and conditions of business, which effectively constitute a services contract between the Client and DeltaQuest.
SUBJECT OF THE AGREEMENT AND TERMS OF PAYMENT
2.1 DeltaQuest agrees to provide to the Client professional services according to the directory of services of DeltaQuest and/or according to specific request of the Client and the Client agrees to pay these services according to invoices of DeltaQuest. The Client agrees to pay the fees charged by DeltaQuest for its services, which shall include annually recurring fees.
2.2 All fees charged by DeltaQuest to the Client shall be in amounts indicated in the tariff or as posted on the website: www.mydeltaquest.com or as specifically sent to the Client by DeltaQuest in the form of proforma invoice or pricelist. The fees are subject to change, but any increase of fees will become effective only upon 30 days advance notice, except for increases in government fees and charges which become effective immediately.
2.3 No refunds are given after an order for any of DeltaQuest services is placed by the Client and services performed by DeltaQuest partially or in full.
2.4 The Client will give DeltaQuest 30 days notice in writing of any cancellation of services. In case of annually recurring fees, half the fee shall be payable, where the above notice period has expired.
2.5 Unless otherwise agreed between DeltaQuest and the Client, DeltaQuest will issue an invoice to the Client in which 100% of the fee will be payable in advance of any requested service. Failure of payment within a 30 day period from the date of the invoice will result in the Client being charged with 15% annual interest on the outstanding invoice value.
2.6 In the event of non-payment within 90 days from the date of the invoice, DeltaQuest reserves the right to withdraw all services and shall not be responsible for any costs, fees, duties or taxes owed by the Client/Company to any agent or government authority in any jurisdiction, any fines or fees incurred by the Client as a result of such withdrawal, nor for any consequential loss or claim against the Client/Company by any other party arising due to non-payment. Alternatively, DeltaQues t may deduct such outstanding fees from any account or monies under the control of DeltaQuest and belonging to the Client or the Company.
2.7 DeltaQuest does not take responsibility to pay any Government fees, filing fees, duties, taxes or registered agent's fees on behalf of the Client/Company, unless DeltaQuest has received cleared funds into its bank account in settlement of any relevant invoice thereof.
2.8 Any other services provided on a time spent basis shall be quoted to the Client in advance, however, where unexpected costs are incurred, the Client will accept any ammendment to the initial quote.
PROVISION OF CORPORATE SERVICES
Where DeltaQuest is providing Directors and/or Company Secretary and/or Nominee Shareholders services for any Client/Company, then:
3.1 The Client agrees to provide DeltaQuest with whatever information DeltaQuest may require about the background of the Client and/or the dealings, activities and the business of the Company.
3.2 The Client confirms and guarantees that no instructions given to DeltaQuest will require or involve any unlawful act or contain any falsehood and that all information given to DeltaQuest about the Client and the Company, is and will be accurate and that the Client will keep DeltaQuest adequately informed of any changes.
3.3 The officers/employees of DeltaQuest will at all times be willing to consider and entertain written requests and suggestions from the Client/Company. However, DeltaQuest may in its absolute discretion refuse to comply with any instructions received from the Client or any authorised representative, whether expressed or implied, if in its opinion such instruction or the implementation thereof would be dishonest, incorrect or contravene any applicable law or regulation.
3.4 DeltaQuest shall not be responsible for the authenticity of any signature, instruction, or notice by the Client or any authorised representative or be in any way liable for giving effect to any forged signature, instruction, or notice purportedly given by the Client or any authorised representative. DeltaQuest shall be entitled but not bound to require that any notice, instruction, or signature be authenticated to its satisfaction.
3.5 The Client/Company will at all times indemnify and keep indemnified DeltaQuest, its officers, employees and where the case exists, its Nominee Shareholders in any company, in respect of all actions, claims, demands, damages, losses and costs, made or threatened against or suffered or incurred by any of DeltaQuest aforementioned representatives in the excersice or purported exercise of their duties in relation to the Company or Clients instructions, except in the case of any personal dishonesty of the aforementioned officers and employees of DeltaQuest.
3.6 When Corporate services are provided by DeltaQuest, any appointment or change thereof of a nominee director, secretary or shareholder will be at the absolute discretion of DeltaQuest and, unless explicitly agreed otherwise, may be provided by a corporate or an individual director or shareholder.
REGISTERED OFFICE ADDRESS
4.1 Where DeltaQuest is providing registered office address facilities to or for the company, then the Client/Company will at no time make any reference to the registered office address either by advertisement or public announcement without prior written consent of DeltaQuest.
4.2 DeltaQuest reserves the right to withdraw from any Client/Company the use of its regeitered office address without giving any reason, and the Client/Company shall immediately transfer the registered office address to alternative premises, irrespective of any fees paid in advance, which shall be forfeited by the Client/Company.
4.3 Where DeltaQuest finds it necessary to relocate its offices, DeltaQuest shall give notice to any Client/Company affected as much in advance as possible. DeltaQuest will not, however, be liable to any costs incurred by the Client/Company as a result thereof.
5.1 DeltaQuest will accept instructions from any Client/Company only in writing. Where a facsimile transmission or e-mail has been sent, or request was submitted via internet, neither DeltaQuest nor the Client/Company shall take for granted its receipt unless confirmed by telephone or in writing. Where the Client comprises more than one individual (each a "Client Individual"), each Client Individual hereby agrees that each of the other Client Individuals may give instructions to DeltaQuest in connection with the provision of Services and that DeltaQuest may consider such instructions to be proper Client instructions unless DeltaQuest receives prior written notice to the contrary from any one of the Client Individuals. Each Client Individual agrees that his or her liabilities and obligations under this Agreement are joint and several, regardless of whether the Client Individuals act jointly or individually with respect to the Company and regardless of which of them gave any instructions.
5.2 DeltaQuest shall keep confidential all documents, communications and information attained from the Client/Company, unless prior written consent has been given by the Client allowing the contrary. This confidentiality will not be applicable where: a.) DeltaQuest may be obliged by order of a competent Court or authority to disclose evidence and information to courts or authorities in connection with the Client's or the Company's affairs. Where DeltaQuest receives such a disclosure order, unless prohibited by law or by the terms of such order, DeltaQuest shall promptly notify the Client or the Company of the same b) If any demand is made or action taken by a third party against the Company or any other circumstances arise in which in the opinion of DeltaQuest it is necessary to take action regarding the affairs of the Company in order to protect the best interests of the Client, the Company or DeltaQuest, and if in such circumstances DeltaQuest is unable to obtain clear, adequate and lawful instructions from the Client, then DeltaQuest shall be entitled to proceed in any reasonable way it deems appropriate for the given situation.
5.3 DeltaQuest does not give legal advice and can only offer services according to its present best knowledge and practice in regard to any services it offers. As it is the Clients responsibility to seek expert legal advice, DeltaQuest will not accept any liability to any Client, Company or third party for any damages or losses to the aforementioned arising from the use of any of its services.
5.4 If DeltaQuest in its discretion considers that for whatever reason it does not wish to continue to provide any or all of the Services, it may resign by giving one month notice without being obliged to give any reason whatsoever.
6.1 This Agreement shall be governed by and construed in accordance with the laws of Cyprus and in relation to any legal action or proceedings arising out of this Agreement each of the parties irrevocably submits to the jurisdiction of the Cyprus courts.