DEFINITIONS
in these terms and Conditions of Business:
"Client" means the person who has requested Avia Business Services Ltd.
to provide services or any other person who has agreed to pay for services
or has previously remitted payment for those services.
"Company" means any one or more companies or trusts for which
the Client has asked Avia Business Services to provide services.
"Person" shall include, as far as the context admits, any person,
firm company or other body incorporated or unincorporated.
"Services" means any company formation, management, documentary,
trust or trustee services, administration service, or any other provision of
a service provided to the Client or his Company or a trust for or on behalf of the Client.
"Trust" means any trust or settlement established or administered
for or on behalf of the client. Words importing one gender include all other
genders and words importing the singular include the plural and vice versa.
FEES AND SERVICES:
The Client agrees to pay the fees charged by Avia Business Services which fees include annually
recurring amounts but, although effort is made to maintain the same fee level
for as long as possible, Avia Business Services reserves the right to increase the level
of fees payable.
The fees are set out on the basis of immediate settlement by the Client.
When Avia Business Services invoices for annual services, 20 % may, at the discretion of
Avia Business Services be added to the fees invoiced but the additional amounts is fully
allowable as a discount if the invoice is paid within 30 days.
In the event that the Client fails to settle invoices properly rendered
to him by Avia Business Services within the period for payment notified on that
invoice then the Client authorises Avia Business Services to deduct the fees from
any account, monies or property under the control of Avia Business Services and
belonging to the Client or the Company.
If the Client no longer requires the Services provided by Avia Business Services
then within 30 days of receipt of the invoice for the forthcoming year's
Services the Client shall advise Avia Business Services accordingly. If the Client
does not so inform Avia Business Services then he shall be deemed to have accepted
liability to pay for the Services for the forthcoming 12 months period
and shall be liable for the payment of the invoice in full.
Domicilliary and management services are provided on a yearly basis.
A termination fee shall be payable by the Client to Avia Business Services upon the
Services no longer being required whether this be due to liquidation,
transfer of the management of a company or trust or otherwise. The fee
payable shall be US$1,000 in respect of each company or trust established.
This termination fee will be charged additionally to any fees payable for
documentary work, time spent in effecting such termination and disbursements
payable to third parties. Avia Business Services reserves the right to decline instructions
from a Client without giving any reasons.
DIRECTORS:
Where Avia Business Services is providing Directors and/or Company Secretary ("Officers") for the Company then:
The Officers will at all times be willing to consider and entertain requests and suggestions
from the Client but they will not be willing to act in any manner which appears to them to
be dishonest, illegal, improper, or incorrect.
Avia Business Services will procure the resignation of the Officers they provide upon written
request from the Client.
The Client will at all times keep indemnified the Officers in respect of all actions,
claims and demands, losses and costs incurred by the Officers in the exercise or
purported exercise of their duties unless the Officers shall be guilty of personal dishonesty.
REGISTERED OFFICE:
Where Avia Business Services is providing registered office facilities for the Company then:
No reference shall be made to that registered offices address in any advertisement
or public announcement without the specific consent of Avia Business Services.
The facility is available on the basis of license revocable at will by Avia Business Services
and the Client will upon request from Avia Business Services immediately transfer the registered
office address to another address selected by the Client.
It may be necessary for Avia Business Services to move its offices to another location and such
a move may well make it necessary for the registered office address(es) of the Company
to be changed. Avia Business Services undertakes to give the Client as much advance notice as possible
of any such move but it will not accept responsibility for any costs incurred by the
Client as a result thereof.
OTHER PROVISIONS:
The Client agrees to inform Avia Business Services immediately upon changing his usual business
address or residential address or telephone or fax number, that Avia Business Services may at all
times be able to contact the Client should there be need.
All requests for action shall be transmitted to Avia Business Services by the Client in writing by
fax, mail or email. Avia Business Services may agree to action any request or instruction given
otherwise than in writing only on the express understanding that Avia Business Services shall not be
liable in respect of any misunderstanding or error occasioned in processing such
action or request acted upon in good faith.
All communications in relation to the administration of the Company shall be deemed
to have been properly communicated to the Client if sent to the address notified to
Avia Business Services by the Client in accordance with these Conditions of Business and all such
communications shall be deemed to have been properly received by the Client ten days
after posting such communication to the Client. It shall not be necessary for Avia Business Services
to provide proof of postage.
Avia Business Services shall not be liable for any failure to comply with any instructions and
shall not be responsible for non receipt of instructions. The Client shall have
no claim whatsoever against Avia Business Services in respect of anything done or omitted to be
done or in respect of any exercise of any discretion unless same shall be mala fide
or fraudulently.
In its web site and other materials Avia Business Services provides information on services.
Such information does not purport to be legal or other professional advice and
cannot be taken to constitute such advice. The Client agrees to provide Avia Business Services
upon request with whatever information Avia Business Services may require about the background
of the Client's Company.
Any dispute arising between the Client and Avia Business Services from or out of the provision
of the Services by Avia Business Services or in connection with these Terms and Conditions of
Business shall be referred to and determined by a sole arbitrator ("the Arbitrator")
such arbitration to be held in the same jurisdiction as the situs of the particular
office providing those Services or, if Avia Business Services shall deem it more convenient
or appropriate, in Seychelles. The Arbitrator shall be appointed by agreement
between the parties. For the avoidance of doubt the Client and Avia Business Services
agree that the decision of such arbitration shall be binding on all parties to
that arbitration.