DISCLAIMER
Please note that, all orders require you to accept these terms and conditions.
Conditions
of Commerce
November 8, 2007
Consecutive Issue No.: 6
1. Definitions
2. Unacceptable Business and Activities Requiring Pre-approval
3. Warranties
4. Indemnity
5. No Liability For Loss
6. Clients' Obligations
7. Additional Clients' Obligations When AP Provides AP Officers
8. Requests and Instructions
9. Payment of Fees
10. Confidentiality and Data Protection
11. Termination of Services
12. Interpretation
13. Notice
14. Miscellaneous
15. Law
1. Definitions
1.1 "Asset Protection s.r.o." (
hereinafter called AP) Worldwide means the
multi-jurisdictional marketing structure of an international group of
companies and associates offering company, trust formation, banking
connections and related professional services. All member companies in
this conglomeration are independent of one another and have no inter
alias authority, with regard to any other group member, to represent,
bind or act directly or indirectly as a statutory, managing or general
agent, representative or attorney for any purpose whatsoever, nor to be
based in any jurisdiction outside that in which they are incorporated,
wit an exception of lawfully set up branch offices.
1.2 "AP" means a member of AP Worldwide
which expression
shall include their successors in title and assigns on its own behalf
and as agent for the AP Officers (as hereinafter defined) and the
employees thereof and any company under their direct or indirect
control and any director or employee thereof (which expression shall
include any of them).
1.3 "AP Officers" means any person, firm or
company
nominated by AP who may from time to time be appointed as director,
alternate director, secretary, assistant secretary, manager, partner,
accountant, VAT or tax agent, trustee, protector, bank account
signatory, other officer, administrator, registered agent, provider of
a registered office or address for legal service or registered
shareholder of the Entity (as hereinafter defined) and the employees
thereof and any company under their direct or indirect control or any
director or employee thereof (which expression shall include any of
them).
1.4 "Entity" means a company, trust,
partnership or
other legal entity or structure established and / or administered by APat the request of the Clients (as hereinafter defined).
1.5 "Services" means the provision by AP of
management,
administration and / or other services (including the operation or
control of an Entity's bank account(s)) requested by the Clients or the
Clients' Appointees (as hereinafter defined) or such other services
provided by AP to maintain the Entity in good standing in its country
of establishment or incorporation.
1.6 "Clients" means in the case of a trust
or a
foundation the Settler of the trust or foundation and in the case of a
company or other legal entity the beneficial owner or owners of the
Entity which expression shall in the case of individuals include their
heirs, personal representatives and assigns and shall in the case of
more than one person mean such persons jointly and severally and shall
include the survivor or survivors of them and their respective heirs,
personal representatives and assigns.
1.7 "Clients' Appointees" means any
person(s) who is not
a AP Officer and who may from time to time be nominated or appointed to
act as Managing Agent (as hereinafter defined), director, alternate
director, secretary, assistant secretary, manager, partner, trustee,
protector, beneficiary, bank account signatory, other officer, grantee
of a power of attorney, administrator, registered agent, provider of a
registered office or address for legal service or registered
shareholder of the Entity (which expression shall include any of them).
1.8 “Place of Business”
means a
location of anticipated service to be provided by AP, wherever in the
World it may be located.
1.9 "Managing Agent" means a person who may
in writing
be authorized by the Clients to issue requests or instructions to AP or
to accept service of any notice from time to time issued by AP relating
to the Entity.
1.10 "Conditions of Commerce" means these
Conditions of
Commerce or such other new Conditions of Commerce as may from time to
time be published on AP Worldwide web site (www.growthstock.net/)
and shall be deemed to include such other conditions which AP may from
time to time advise to the Clients or the Clients' Appointees or
publish on its web site, as well as Conditions of Commerce which may be
imposed on AP by its suppliers or cooperating parties. These Conditions
of Commerce apply without any specific limitations to all of AP's
Clients and Clients' Appointees.
2. Void Business and Activities Pre-approval
2.1 "Illegal Activities" means any activity
designated
anywhere in the world as illegal or criminal which, without prejudice
to the generality of the foregoing, shall be deemed to include
activities relating to terrorism, drug trafficking, money laundering,
receiving the proceeds of criminal activities or trading with countries
which may from time to time be subject to any embargo imposed by
specific states or international organizations or any successor or
similar international organization.
2.2 "Prohibited Persons" means persons:
2.2.1 prohibited under the laws of any
country for
whatsoever reason or who may otherwise be legally incapable or
disqualified from being party to a contract.
2.2.2 who are known or self-declared
un discharged
bankrupts or are otherwise disqualified from acting as a director or
company officer or who have been imprisoned or found guilty of any
criminal offence (other than a motoring offence carrying a
non-custodial or non-criminal records ors sentences).
2.2.3 Who have been proven to act in a
fraudulent or
dishonest manner in any civil proceedings.
2.2.4 who are resident in a country, which
is subject to
any international restriction or embargo including, but without
prejudice to the generality of the foregoing, those imposed by the
Security Council of the United Nations, the European Union or specific
state or international organizations or any successor or similar
organization.
2.2.5 who are government officials or
politicians,
including current military service.
2.3 "Prohibited Activities" means activities
not
approved or accepted by AP and which, without prejudice to the
generality of the foregoing, include activities relating to:
2.3.1 arms, weapons or munitions;
2.3.2 mercenary or contract soldiering;
2.3.3 security and riot control equipment
such as stun
guns, electronic restraining devices, CS gas or other similar
materials, pepper sprays or any other device that could lead to the
abuse of human rights or be utilized for torture or which may otherwise
be used in an offensive manner;
2.3.4 technical surveillance or bugging
devices and
industrial espionage;
2.3.5 dangerous or hazardous biological,
chemical or
nuclear materials including equipment or machinery to manufacture or
handle such materials and the transportation, handling, disposal or
dumping of such materials;
2.3.6 human or animal organs commerce in its
entire
scope, including blood and plasma;
2.3.7 the abuse of animals, vivisection or
the use for
any scientific or product testing purpose of animals;
2.3.8 trading in genetic material;
2.3.9 adoption agencies, including surrogate
motherhood;
2.3.10 the abuse of refugees or human rights;
2.3.11 pornography;
2.3.12 drug paraphernalia;
2.3.13 the provision of scholastic degrees
or
qualifications;
2.3.14 the provision and issuance of credit,
debit and
charge cards ;
2.3.15 pyramid sales, in all their forms and
mutations;
2.3.16 religions, religious cults and
charities;
2.3.17 the offer or provision of legal or
tax advice
otherwise than by persons who are professionally qualified and, where
appropriate, licensed to do so in their respective jurisdictions;
2.3.18 the provision of trustees or services
relating to
the administration or management of trusts, companies or the
undertaking of any service or business that might compete with AP, or
its associates;
2.3.19 trading or other activities relating
to financial
are commodity futures or other derivatives or financial instruments
that create an open or unlimited investor’s exposure;
2.3.20 any activity, which may damage the
reputation of
AP or its associates in any manner whatsoever or the country of
establishment or incorporation of the Entity.
2.3.21 Any such activity, which AP may in
its sole
discretion consider unacceptable, and refuses to undertake or to
provide services to any client, without voicing a reasoning for its
decision. AP’s selection of clients is, without prejudice,
discretionary.
2.4 "Prior Approval of Activities":
2.4.1 Financial business involving:
soliciting funds
from the public, offering investment advice to the public, insurance
business, the operation and administration of collective investment
schemes or the management of investments other than where the assets so
managed comprise the property of the Entity.
2.4.2 Any activity relating to the provision
of
financial services or any other business activity, which requires a
licence in any jurisdiction.
2.4.3 Time-share and holiday clubs.
2.4.4 Advertising an Entity or any address
belonging to
AP by any means (including the Internet).
2.4.5 Accepting payment over the Internet
for products
or services.
2.4.6 Trading in high-risk products or
services, or
products or services which may be associated with fraud such as
alcohol, cigarettes, tobacco, fine art, the provision of telephone and
mobile telephony services (including call back numbers and trading in
mobile telephones or SIM cards) and computer chips.
2.4.7 Utilizing merchant numbers for
processing credit
and other types of charge card orders.
2.4.8 Gambling or lotteries, whether private
or state
run.
2.4.9 Mail or telephone order schemes._____
2.5 If any Clients or the Clients'
Appointees are or
become Prohibited Persons, or engage in any Illegal Activities or the
Entity engages in any Illegal Activities or Prohibited Activities or
undertake any Pre-Approval Required Activities without first obtaining
AP's prior written consent, AP may at its discretion immediately
terminate the Services or take any of the actions referred to in
Paragraph 8.4 hereof.
2.6 It is an unmitigated and implied duty of
any client
to report all and any changes to his, its, or their status with respect
to points 2.1, 2.2, 2.3, 2.4 and 2.5, without an undue delay, in
writing to AP, with a full explanation given. Failing that, the client
seizes to be the Client of AP immediately, without any rights to
compensation for expenses, ensuing damages, may they be real or deemed.
Furthermore the Client expressly waives the right to sue AP in any
jurisdiction anywhere in the world outright, as well as a right to a
hearing in front of an arbitration board of any jurisdiction.
3. Warranties
3.1 The Clients undertake, warrant and
covenant with AP
that:
3.1.1 they have full legal capacity to enter
into an
agreement with AP in accordance with these Conditions of Commerce and
to acquire the Entity and to receive the Services, in jurisdiction
involving the provision of service or the final jurisdiction of the
service.
3.1.2 when the Entity is not a trust or a
foundation,
they are the ultimate beneficial owners of the Entity.
3.1.3 they are not and will not act in a
fiduciary
capacity for any other person, firm or company in relation to the
Entity.
3.2 The Clients undertake and warrant with
AP that they:
3.2.1 will comply with AP's Conditions of
Commerce, in
its full scope and to the fullest extent.
3.2.2 procure that those appointed as
Clients'
Appointees understand the legal duties and obligations created by these
Conditions of Commerce and shall, if so required by Fleetwood Financial
Ltd., procure that such persons enter into direct written agreements
with AP agreeing to comply with these Conditions of Commerce.
3.2.3 have taken appropriate tax and legal
advice with
regard to the establishment, acquisition and operation of the Entity.
3.2.4 agree that AP may (but shall not in
any event be
obliged to) rely on communications received from the Clients or the
Clients' Appointees in determining what steps Fleetwood Financial Ltd.
is required to take in administering the Entity and providing the
Services.
3.2.5 will pay, and take a full
responsibility for
paying , any personal, trust or corporate taxes that may become due as
a result of the establishment and operations of the Entity.
4. Indemnity
The Clients jointly and severally (for
themselves and on
behalf of the Clients' Appointees) covenant with AP and with the Entity
and, where appropriate, shall procure that the Entity covenants with AP
that they will at all times indemnify and keep AP indemnified:
4.1 against all actions, suits, proceedings,
claims,
demands, costs, expenses and liabilities (including legal fees), which
may arise or be incurred, commenced or threatened against AP in
connection with or arising from the acquisition or business activity of
the Entity or the provision of the Services;
4.2 in respect of anything done or omitted
to be done by
AP, provided that this provision shall have no application to any
liability for death or personal injury arising from the negligence of
AP or to any liability arising as a result of fraud on the part of AP;
4.3 in respect of any failure by AP to
comply, wholly or
partially, with any instruction or request made by the Clients or the
Clients' Appointees or any errors or incomplete instructions or
requests received by AP;
4.4 in respect of any loss or damage, actual
or deemed,
arising from the use of facsimile or email, including the use of
unencrypted email, failed or incomplete transmission, distortion and
loss of privacy arising from viruses or technological miss functioning
of any equipment, otherwise;
4.5 in respect of any penalties, fines, fees
or other
liabilities incurred by the Clients and / or the Clients' Appointees
and / or the Entity in relation to the Entity and / or the Services.
5. No Liability For Loss
5.1 AP expressly disclaims any liability to
the Clients,
the Clients' Appointees, the Entity and any third parties associated
with them for any damage or loss to any of them arising from the
establishment, acquisition or operation of the Entity and / or the
provision of the Services by or to the Clients, the Clients'
Appointees, the Entity or any other person, closely or loosely
associated with.
5.2 AP expressly disclaims any
responsibility for its
inability to fully of partially complete client’s order due
to external factors, including unwillingness of any third party or
governmental entity to accept, process or proceed with an application,
request, or to its incompleteness or unacceptability of documentation,
whether specifically, declared as or not, or whether doe to a faulty
concept of the application.
6. Clients' Obligations
6.1 The Clients must give AP at least 90
days' advance
written notice of their intention to discontinue the Services.
6.2 The Clients must obtain AP's written
consent before
seeking to change the beneficial client ship of the Entity or seeking
to
appoint new Clients' Appointees. Any such applications must be
accompanied by written details of such proposed changes or appointments
as AP may require which shall, without prejudice to the generality of
the foregoing, include an appropriately certified copy of the passport,
proof of residential address and a detailed personal history of such
persons and AP reserves the right to request further information and
documentation concerning such proposed changes and to decline to accept
such applications.
6.3 The Clients shall and shall procure that
the
Clients' Appointees shall:
6.3.1 immediately inform AP of any matters,
which might
affect the Entity and / or influence AP's willingness or ability to
provide, or continue to provide, the Services.
6.3.2 immediately inform AP of the nature of
the
activities and business of the Entity and seek AP's prior written
consent before making any material changes to those activities.
6.3.3 obtain AP's prior written consent
before placing
any advertisement or making any public announcement relating to the
Entity or any activities undertaken by it.
6.3.4 at all times pay to AP any sum due to
AP including
any fees, disbursements and expenses incurred by AP in connection with
the Entity and / or in providing the Services (including fees charged
by AP in relation to the provision of the Services).
6.4.4 Non payment of fees, disbursements,
dues and other
payments in arrears shall terminate the services of AP to the client
forthwith, with full responsibility for any damages form such action
resting fully and expressly with the client. Any moneys still with AP
shall be liquidated by AP in the form of damages. Notwithstanding, AP
reserves the right to collect any monies due to it or to its suppliers
by legal means available to it in any given jurisdiction.
7. Additional Clients' Obligations When AP Provides AP Officers
7.1 When AP provides AP Officers, the
Clients must, at
all times, keep the Entity in funds sufficient to discharge its
liabilities as and when they become due and at the request of AP or the
AP Officers pay to the Entity or AP on its behalf, such sums as may be
required to enable the Entity to discharge, in full, any liabilities
(including AP's fees).
7.2 When AP provides AP Officers, the
Clients shall and
shall procure that the Clients' Appointees shall:
7.2.1 immediately inform AP of any matters
that might
affect the Entity or any matter, which is material to the management,
business, or affairs of the Entity.
7.2.2 at the written request of AP,
immediately provide
information to enable AP to prepare annual or other statutory returns,
financial or other statements in relation to the Entity.
7.2.3 immediately provide AP without delay
all
contractual, financial or other information concerning any asset,
transaction, trading activity or business of the Entity.
7.2.4 not without AP's prior written consent
seek to
alienate, assign, sell, pledge or otherwise dispose of, charge or
encumber any asset of the Entity, including any shares issued by the
Entity. AP reserves the right to request further information concerning
such proposals and to decline to accept such applications.
7.2.5 immediately advise AP in writing, of
all legal
proceedings, claims, demands made or threatened against the Entity or
the AP Officers.
7.2.6 where the Clients or the Clients'
Appointees are
grantees of a power of attorney issued by the Entity they must:
7.2.6.1 act with the utmost good faith to
the Entity, AP
and the AP Officers.
7.2.6.2 keep and maintain and on demand
deliver to AP
accurate financial and business records.
7.2.6.3 immediately disclose to AP, in
writing,
information relating to the operation of the business of the Entity,
which might create a conflict of interest between them and the Entity
and / or with AP or the AP Officers.
7.2.6.4 immediately inform AP, in writing,
each time a
power of attorney is exercised and provide written details of any acts
undertaken.
7.3 When AP provides AP Officers, AP shall
be entitled
to take any steps, which it may in its absolute discretion think fit to
protect the interests and / or assets of the Entity and at the cost of
the Clients or the Entity including the obtaining of professional
advice as AP may consider necessary.
8. Requests and Instructions
8.1 The Clients on behalf of themselves and
the Clients'
Appointees and the Entity agree to provide all requests or instructions
to AP in writing by letter or facsimile and AP shall only consider such
requests or instructions when signed by all the Clients or the Managing
Agent or, with the prior written consent of AP, when they are made by
encrypted email sent by the Managing Agent.
8.2 The Clients acknowledge that AP is bound
by
regulatory and other obligations under laws and regulations of the
jurisdiction in which the Services are provided, the jurisdiction of
incorporation or establishment of the Entity and / or the jurisdictions
where the Entity undertakes business and agree that any action
undertaken by AP or the AP Officers in order to comply with those laws
or regulations shall not constitute a breach by AP or the AP Officer's
of their obligations hereunder.
8.3 AP shall not be required to take any
action, which
it considers to be unlawful or improper or which it believes may be
detrimental to it, the AP Officers, or the Entity.
8.4 Where permitted under these Conditions
of Commerce
or if instructions are requested by AP from the Clients or the Clients'
Appointees and no instructions have been received by AP within 30 days
of such a request being made, or where the urgency of the matter
requires action within a shorter period, AP may immediately and with no
liability to the Clients, the Clients' Appointees or the Entity take no
further action in relation to a particular matter or take such other
action as they shall in their absolute discretion consider appropriate
or as they may be advised.
and
The Clients irrevocably agree that, if the
Entity is a
limited liability company and the AP Officers are members or officers
of that company, or the Entity is a Partnership and the AP Officers are
members of that partnership, or the Entity is a trust and the AP
Officers are trustees or protectors of that trust, AP may, without
being obliged to give notice to the Clients or the Clients' Appointees,
take such steps as they shall in their absolute discretion consider
appropriate which shall without prejudice to the generality of the
foregoing include having the Entity struck off, dissolved or
liquidated; or resigning all or any of the AP Officers; or transferring
all or any of the shares, capital or assets or liabilities of the
Entity into the name of the Clients; or appointing the Clients as a
director, officer, manager, trustee or protector of the Entity; or take
such other action as they shall in their absolute discretion consider
appropriate or as it may be advised.
9. Payment of Fees
9.1 When the Entity is not a trust or a
foundation, the legal ownership of the Entity shall not pass to the
Clients until payment in full of all fees, including government duties
and taxes, has been received by AP. No refunds are given after an order
has been processed and no refunds will be made where AP ceases to
provide the Services, especially for non-delivery of required
documentation by the client, in specified time.
9.2 AP will not provide Services until AP
has received, in full, all fees and disbursements payable in relation
to the Entity or the provision of the Services, and in case of a need
for an additional fees and service charges it is the Client’s
full responsibility to remit these upon request.
9.3 The Clients hereby irrevocably
authorizes AP to
withdraw from any sums held on any account managed by AP or otherwise
held by AP, on behalf of the Clients and / or the Entity any monies
required to discharge any fees or expenses, including any government
fees, duties, taxes or penalties, payable to or by AP or the Entity.
9.4 Fees are stated in AP's Fee Schedule,
published from
time to time, or as may be notified to or agreed with Clients.
9.5 Where any fees for Services remain
unpaid for more
than 90 days, AP may at its discretion immediately terminate the
Services, and / or obtain payment from any assets of the Entity and /
or the Clients. In such circumstances, AP reserves the right to treat
these Conditions of Commerce as terminated without further obligation,
save as to any continuing covenant, obligation or undertaking given by
the Clients or the Clients' Appointees to AP, and to act pursuant to
the provision of Paragraph 8.4 of these Conditions of Commerce.
9.6 Unless otherwise agreed in writing with
the Clients,
AP will not pay any interest on any monies held by AP on behalf of the
Entity and / or the Clients and / or the Clients' Appointees.
9.7 AP and its associated companies, their
officers,
agents and employees shall be entitled to retain any third-party
commission or fee which is paid or may become payable to it
notwithstanding that such commission or fee is payable as a direct or
indirect result of AP providing the Services or otherwise in relation
to the Entity.
9.8 Should AP cease to provide Services or
should the
Clients advise AP that they no longer require the Entity, the Clients
must pay to AP any fees or costs which may be incurred by AP in
relation to the striking off, dissolution, liquidation or transfer of
the Entity (including AP's minimum transfer or termination fee).
9.9 In the event that the Clients shall
request AP to
transfer the management or administration of the Entity or should AP
request the Clients to transfer the management or administration of the
Entity to another agent or Corporate Service Provider, AP shall not be
obliged to transfer the Entity until all outstanding fees (including
government fees, duties, taxes and other third party disbursements
together with AP's transfer or termination fees) have been paid in full.
9.10 Where the Clients make part payment to
AP of any
fee note or invoice rendered by AP, AP reserves the right to apply any
monies received in firstly discharging its professional fees and only
thereafter in payment of any government fees, duties charges or taxes
or other payments to third parties.
10. Confidentiality and Data Protection
10.1 AP undertakes to the Clients that where
the
Clients, the Clients' Appointees or the Entity deliver to AP
confidential information it will use all reasonable endeavors to keep
it confidential. AP in accordance with its statutory obligations
protects personal information and personal data from unauthorized
access, use or disclosure.
10.2 In the course of providing the
Services, AP
collects personal information and personal data concerning the Clients,
the Clients' Appointees and the Entity and uses this personal data and
information to facilitate the provision of the Services and, may from
time to time, use such data and information to provide information,
reference notes, guidelines, advice or for marketing information
concerning the Services and for providing such other information as AP
may from time to time make available.
10.3 AP reserves the right to treat the
obligations of
confidentiality and privacy in Paragraphs 10.1 and 10.2 as not
applicable and may disclose to third parties confidential or personal
information and data when they are obliged so to do by law, or when
required by third parties in order for AP to provide the Services or
when AP has been unable to obtain the Clients or Managing Agents
instructions and it appears to AP to be in the best interests of the
Clients and / or the Clients' Appointees and / or the Entity to provide
such confidential or personal data to third parties.
10.4 Except otherwise where permitted by
these
Conditions of Commerce any personal information and data collected is
used only for these purposes and is never sold, lent, leased or
otherwise distributed outside AP Worldwide. The Clients and the
Clients' Appointees accept that this may mean that personal information
may be transferred to countries that do not provide adequate protection
of data in accordance with Article 26 (1) of the EU Directive 95 / 46 /
EC on the protection of individuals with regard to the processing of
personal data and on the free movement of such data.
10.5 Without prejudice to the duty of
confidentiality,
AP reserves the right to act for other clients (including competitors
of the Entity, the Clients or the Clients' Appointees).
10.6 Any report, letter, information or
advice AP gives
to the Clients, the Clients' Appointees or the Entity is given in
confidence solely for the purposes of providing the Services and is
provided on condition that the Clients and the Clients' Appointees will
not without AP's prior written permission disclose to any third-party,
other than to their lawyers or accountants or other professional
advisers, any confidential or other information made available by AP.
10.7 Notwithstanding any provision hereof,
AP shall be
entitled and is hereby irrevocably authorized to open, read and copy
all correspondence, letter, facsimile, email or other communication
received by it in relation to the provision of the Services or the
Entity, the Clients or the Clients' Appointees.
11. Termination of Services
11.1 AP shall be entitled by written notice
to cease to
provide the Services, if:
11.1.1 The Clients or the Clients'
Appointees in the
reasonable opinion of AP fail to observe to the fullest extent these
Conditions of Commerce;
11.1.2 It comes to the attention of AP that
the Entity
is being used for activities which were not referred to in the
application delivered by the Clients to AP or as subsequently advised
and accepted in writing by AP;
11.1.3 In the event of the death of Clients,
including
in the case of joint persons, the death of any one person, and the
Clients fail or have failed to make adequate provision for the
disposition of the affairs and the client ship of the Entity;
11.1.4 In the event that any legal
proceedings are
commenced against the Entity, the Clients or the Clients' Appointees
(including any injunction or investigative proceedings).
11.2 In any of the circumstances described
in Paragraph
11.1 above, AP reserves the right to take action pursuant to Paragraph
8 and to treat these Conditions of Commerce as terminated without
further liability on the part of AP.
11.3 AP may at its discretion cease to
provide the
Services upon giving to the Clients or the Managing Agent 45
day’s written notice of its intention so to do.
11.4 AP may by written notice to the
Clients, the
Clients' Appointees or the Managing Agent immediately cease to provide
the Services where the Clients or the Clients Appointees shall breach
the provisions of Paragraphs 2 or 3 of these Conditions of Commerce.
11.5 The Clients and the Clients' Appointees
for
themselves as agent for and on behalf of the Entity acknowledge,
following the cessation of Services, that AP may have continuing
regulatory / fiduciary duties under any applicable law. Accordingly,
without prejudice to AP's rights, AP may (but is not obliged to)
continue to provide Services in order to discharge such duties and AP
shall be entitled to charge fees at its applicable rate for the
provision thereof.
12. Interpretation
In providing the Entity and / or the
Services, AP does
not, nor is it to be interpreted as though it does in any manner
sanction, advocate or approve, directly or indirectly, the commission
of any act or any omission by the Clients, or the Clients' Appointees
or the Entity, or any person, firm or corporation in any jurisdiction
or the use of the Entity or the Services for any purpose.
13. Notice
Any notice given pursuant to these
Conditions of
Commerce shall be in writing and shall be sufficiently given to any
party if sent in a letter by courier to the address last notified by
the address, by facsimile transmission or by electronic mail to the
address of such party last notified in writing to the other or to the
correct facsimile number or electronic mail address of the addresses
and shall be deemed duly served, in the case of a notice delivered by
courier, at the time of first attempted delivery and in the case of a
facsimile transmission or electronic mail, if sent during normal
business hours, in the country of the addresses then at the time of
transmission and otherwise then on the next business day.
14. Miscellaneous
14.1 These Conditions of Commerce supersede
all prior
Conditions of Commerce and agreements whether oral or written.
14.2 No exercise or failure to exercise or
delay in
exercising any right or remedy by AP pursuant to these Conditions of
Commerce shall constitute a waiver by AP of that or any other right or
remedy.
14.3 Nothing in these Conditions of Commerce
shall
create or be deemed to create the following relationships between AP
and the Clients or the Clients' Appointees or the Managing Agent:
14.3.1 partnership, or
14.3.2 employment, or
14.3.3 joint venture.
14.4 Words imputing the masculine gender
shall include
the feminine and words imputing the singular shall include the plural
and vice versa.
14.5 It is understood that with the
placement of an
order with AP, the client already accepts these Conditions of Commerce
to their full extent and without reservations.
15. Law
Unless otherwise agreed in writing between
the Clients
and AP, these Conditions of Commerce shall be governed by and construed
in accordance with the laws of the Czech Republic and the Clients, the
Clients' Appointees and the Managing Agent hereby submit to the
exclusive jurisdiction of the Courts in the Czech Republic.
We reserve the right to change the fees
without notice.
Copyright Asset Protection s.r.o. © 2007, All rights reserved.
Asset Protection s.r.o. is not a law firm and does not provide legal advices or legal services.
We recommended to consult licensed professionals with regards to local tax and legal matters.