TERMS AND CONDITIONS
These Terms and Conditions shall be read together with, and form an integral part of, the applicable Letter of Engagement or Service Agreement.
These Terms and Conditions are mandatory and binding and apply only in conjunction with a valid agreement entered into with ECOMPANY (defined below).
The official and binding version of these Terms and Conditions is published on the website of ECOMPANY and is available at: https://ecompany.ltd/about-us/terms-of-use
DEFINITIONS
“ECOMPANY” means ECOMPANY CONFIGURADOR LTD, a Gibraltar company incorporated under number 117378 and with its registered address at Offce Suite 24, Block 5, Water Gardens, Waterport Whrd, Gibraltar GX11 1AA, and its associates, and this definition also includes its successors, acting on its own behalf or as agents of ECOMPANY (as hereinafter defined) and the employees thereof and any company directly or indirectly controlled by them, or any director or employee thereof (the definition above also includes any of the above individuals or organizations).
“Services” means the services which ECOMPANY provides to its Clients, which consist, principally, of referring Clients to professional trust and corporate service providers in other jurisdictions (“Professionals”) and liaising between such services providers and the Clients; the Services provided by ECOMPANY are business consultancy, adivsory and liaison services to the Clients and all of the trst and company management work is done by the Professionals.
“Employees of ECOMPANY” mean any person, firm or company appointed by ECOMPANY to represent it for the purposes of providing the Services (and does not include the Professionals).
“Legal Entity” means any company, trust or other legal arrangement which a Professional has established for you, is administering for you or is providing other trsyu or company management or administration services to..
“Clients” mean any natural or legal person ECOMPANY provides its Services to.
“Agent” means a person who may be authorized in writing by the Client to issue requests or orders of ECOMPANY or accept services and notifications from ECOMPANY in relation to a Legal Entity.
“Terms and Conditions” mean these Terms and Conditions as published and updated from time to time on the official website of ECOMPANY CONFIGURADOR LTD at https://ecompany.ltd/about-us/terms-of-use/ and include other conditions that ECOMPANY recommends its Clients or Appointees, or publishes on the website.
These Terms and Conditions are mandatory for application and apply to all Clients of ECOMPANY and their Appointees. “You” or “Your” means the Client.
“We”, “Us” or “Our” means ECOMPANY, and for the purposes of these Terms and Conditions, references to the “Company” shall mean ECOMPANY as defined herein.
INELIGIBLE ACTIVITIES AND ACTIVITIES REQUIRING PRIOR APPROVAL
“Illegal activity” means any activity that in any part of the world is considered to be illegal or criminal, and without prejudice to the generality of the provisions above, includes activities related to terrorism, drug trafficking, money laundering, criminal offenses or trade with countries embargoed by State of Israel, the United States and the countries of the European Union
“Prohibited Person” means persons:
prohibited under the laws of any country, for any reason, or persons who are recognized by the law as incapable or ineligible to act as a party to contractual agreements;
in respect of which is proven fraud or fraudulent activity or dishonesty in any civil proceedings;
resident in countries which are objects of international restrictions or embargoes, including, without prejudice to the generality of the foregoing, restrictions and embargoes imposed by the State of Israel, the United States and the countries of the European Union;
“Prohibited Activities” means any activity that is not approved or not acceptable to ECOMPANY, which, without violating the generality of the above, includes activities related to the following:
arms and ammunition;
activities of mercenaries or contracted soldiers;
safety and riot control equipment, such as stun guns, electronic means of suppression, CS gas or other similar materials, pepper sprays or any other device that could lead to human rights abuse or used for torture or other prohibited acts;
dangerous or hazardous biological, chemical, or fissionable material, including equipment or machinery for manufacture or handling of such materials, and transportation, handling, disposal or dumping of such materials;
human and animal organs, including blood and plasma;
abuse of animals, vivisection or use of animals in scientific research or testing of drugs;
genetic material;
pornography;
granting degrees or qualifications;
offer or provision of legal and tax advice by individuals who do not have the necessary qualifications or license for this activity, when such is required;
provision of property trust services or services relating to administration or management of trusts, companies or any service or activity that can compete with ECOMPANY;
activities damaging the reputation of ECOMPANY or country or incorporation Legal Entity.
“Activities requiring prior approval” mean:
financial activity, including: fundraising from population, offering advice on investing to public, insurance business, management and administration of collective investment schemes, investment management excluding cases when the funds are managed by corporate ownership;
any activity relating to provision of financial services or any other activities for which a license is required in any jurisdiction;
gambling or lottery;
selling technologies and dual use goods to Russian Federation, which can be used for military purposes, and selling technologies to Russian Federation, which might be used for oil exploration and production;
services related to the deep water exploration and production, arctic oil exploration and production or shale oil projects in Russia;
financing and providing related services to the sale of all sorts of arms and ammunition to the customers in Russian Federation.
If any Client is, or becomes Prohibited Person, or conducts illegal activities, or if a Legal Entity is engaged in illegal activity or unauthorized activities or undertake Activities requiring prior approval without the prior written consent of ECOMPANY, ECOMPANY may, at its discretion immediately terminate services or take any action specified in the TERMINATION section of these Terms and Conditions.
ECOMPANY RESPONSIBILITIES
ECOMPANY will provide its services with reasonable skill and care and in a timely manner. ECOMPANY selects the Professionals (which establish and administer the Lgeal Entities for the Clients( with care and uses it best endeavours to ensure that they deliver high levels of service to the Clients. ECOMPANY is not responsible for the delivery of the trust and company formation or administration services themselves which are performed by the Professionals.
The nature, extent and content of any services provided by ECOMPANY will be determined from the specific nature, scope, and limitations of our engagement (the “Engagement”) with You and Your Instructions, as well as the amount and accuracy of information provided to ECOMPANY and the time scale within which You require the provision of our services.
ECOMPANY relies on the accuracy of the information provided by the Client or those acting on its behalf, trusting that such information provided to us is correct to carry out our work.
The advisory and consulting services provided by ECOMPANY are intended to be used for the purposes of the matter for which We were engaged, and We shall not be liable for any use for any other purpose or in any other context.
FEES and CHARGES
Similarly, for any other work outside the service set forth in this instrument, an Hourly Rate will be charged. Our hourly rates may vary from person to person and are adjusted periodically (usually in January of each year). We will be happy to provide you with a current fee schedule for all attorneys, paralegals and legal assistants who may be performing work for you, if you so desire. Where possible, we will endeavor to have associates and/or paralegals who can handle appropriate tasks at a lower rate.
PAYMENT TERMS
The Client provides a prepayment of Fee, and We commence work upon receipt of the fee from the Client. Payments shall be considered fulfilled upon receipt of the full amounts specified above
BILLING EXPENSES
You are solely responsible, and we will charge you, for any disbursements and any expenses made or incurred by us on your behalf. Please note, if we anticipate that substantial expenses will be incurred on your behalf, we may require that you pay the vendor directly and/or we may require a deposit from you in order to cover such expenses.
Generally, we will render by e-mail statements of fees and expenses only, expecting prompt payment from you. Although we may, at your convenience, provide estimates of fees and costs that we anticipate will be incurred, such estimates are subject to unforeseen circumstances and are inherently inaccurate. Accordingly, we do not guarantee the accuracy of such estimates. If you have any questions about any aspect of our invoices, please feel free to discuss them with us.
We are happy to discuss our billings with you at any time and will welcome the opportunity to address any questions you may have.
CONFLICTS
This will also confirm our understanding that, unless we reach an explicit understanding to the contrary, we are being engaged by, and will advise you, and not affiliated entities of yours, and that we are not being engaged to advise any partners or employees of yours.
CLIENT’S RESPONSIBILITIES
It is the Client’s responsibility to promptly provide us with accurate and complete all necessary information, to carry out the work on behalf of ECOMPANY. ECOMPANY shall not be liable for any direct or indirect consequences that may arise from any delay or failure made by You and which may result in additional charges for which we shall be entitled to generate corresponding invoices.
The Client shall be responsible for any business decisions it makes and shall pay attention to restrictions on the scope of our services and other commercial and other factors of which the Client and its other advisors are, or should be, aware through no fault of our own.
You agree to pay our statements for services and expenses as provided herein. In addition, you agree to be candid and cooperative with us and keep us informed with complete and accurate factual information, documents, communications, and other material relevant to the subject matter of our advisory or otherwise reasonably requested by us.
Because we need to be able to contact a Client regarding our Services, you agree to inform us, in writing, of any changes in your name, address, telephone number, contact person, email address, and other relevant information regarding the client or its business.
Whenever we need instructions or authorization to process with work on your behalf, we will contact you at the most recent business address we have received. If you affiliate with, are acquired, are acquired by, or merge with another Client, you will provide us with sufficient notice to permit us to withdraw as your lawyers if we determine that such affiliation, acquisition, or merger creates a conflict of interest, or that it is not in the best interests of ECOMPANY to advise the new entity.
INQUIRIES AND ORDERS
Clients, on their own behalf and on behalf of the Clients’ Agent and of any Legal Entity, agree to provide all requests and orders to ECOMPANY in writing by mail or email. ECOMPANY shall only consider such requests and orders that have been signed by all Clients or the Agent.
ECOMPANY is not required to take any action which it considers unlawful or inappropriate or detrimental to ECOMPANY, ECOMPANY Officials or Legal entity.
If this is permitted under these Terms and Conditions or if ECOMPANY requests orders from Clients or the Agent and the said order is not received within 30 days from the date of request, or if the urgency of the matter requires action in shorter time, ECOMPANY may immediately and without any liability to Clients, Agents or Legal Entity, take no further steps in relation to that matter or to take decisions which ECOMPANY considers appropriate in its sole discretion or as a result of consultation.
CONFIDENTIALITY AND DATA PROTECTION
ECOMPANY is committed to the Clients that if the Clients, Agents or a Legal Entity provide it with confidential information, ECOMPANY will use all possible means to keep such information confidential. ECOMPANY, in accordance with its legal obligations, undertakes to protect personal information and personal data from unauthorized admission, use or disclosure.
In the course of provision of Services ECOMPANY collects personal information and personal data concerning Clients, Agents and Legal Entities, and uses such personal information and personal data for support and assistance in the provision of the Services.
ECOMPANY reserves the right to treat the obligations of confidentiality and privacy, as set out in the two paragraphs above, as non-applicable to a particular case and may disclose such confidential or proprietary information and personal information of the Client when it should do so in accordance with the law and it will not be disclosed to any other organizations for any other purpose other than in relation to cases of suspected money laundering and/or terrorist financing.
Except in cases where such is permitted by these Terms and Conditions, any personal information and data collected may be used only for this purpose and will never be sold, pledged, given on lease or otherwise distributed outside of ECOMPANY.
ECOMPANY will store the documents, information and personal data of the Client for the duration the Services and for 5 (five) years after the Services have been terminated. ECOMPANY undertakes to erase the documents, information and personal data of the Client after expiry of that 5-year period.
TERMINATION
Either party may terminate this Agreement for convenience upon sixty (60) days’ prior written notice, counted from the end of the month in which the termination notice is placed.
ECOMPANY may suspend the Services or terminate this Agreement for cause upon written notice if the Client materially breaches this Agreement (including failure to pay fees when due) and fails to cure such breach within ten (10) days of notice.
ECOMPANY may also terminate this Agreement immediately upon written notice in the event of:
• Any deception or other illegal use of ECOMPANY’s services resulting in damages or reputational losses for ECOMPANY and/or third parties.
• The commencement of any process or procedure for the enforcement of security rights or other claims against you or against a Legal Entity..
• The commencement of any judicial proceedings against you or against a Legal Entity, including but not limited to insolvency or winding-up proceedings.
• Any warranties, undertakings, information, or assurances provided by you, whether under this Agreement or otherwise, being found or proven to be incorrect, misleading, or insufficient.
• ECOMPANY having made reasonable efforts (including attempts to communicate by telephone or electronic mail) to contact You without receiving any reply within seven (7) working days; in such case, ECOMPANY reserves the right to terminate this Agreement without reimbursement for any services yet to be performed and may resign from any appointments and notify the relevant Authorities accordingly.
If the Client terminates for convenience, or if ECOMPANY terminates due to the Client’s uncured breach or any of the events listed above, then (i) all amounts already paid shall be non-refundable, and (ii) all fees due for the remainder of the then-current committed term shall become immediately due and payable.
Termination does not affect any other fees or expenses incurred up to the effective date of termination, which shall remain payable by the Client.
Unless previously terminated, our advisory will terminate upon our issuing to you our final statement for services rendered in this matter.
GOVERNING LAW
In all other matters not covered by these Terms and Conditions, any dispute arising from or related to this Agreement shall be finally settled by ad hoc arbitration in English under the laws of Gibraltar and the Arbitration Act 1895, as amended. A sole arbitrator shall be appointed by mutual agreement within 15 business days. If no agreement is reached, the arbitrator shall be appointed by the Supreme Court of Gibraltar. The initiating party shall cover arbitration costs, subject to reallocation by the arbitrator. The arbitral award shall be final, binding, and enforceable in any competent jurisdiction.