Terms of Use
1. This website is the property of Korporo Ltd. The term ‘Korporo ’, “our” or “us” or “we” refers to the owner of this website. The term ‘you’ refers to the user or viewer of our website. The use of this website is subject to the following terms of use:
2. The content of the pages of this website is for your general information and use only. The information, material and content provided in the pages of our website may be changed at any time without notice. All of our products and services which are offered by Korporo are subjected to the separate terms, conditions, policies and disclaimers governing their use. This Terms of Use are to be read by you together with any terms, conditions, policies and disclaimers published on our website or provided by our employees upon your request, and they supersede any prior understanding or agreements, written or oral.
Neither we, nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on our website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on our website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through our website meet your specific requirements and are permitted by the laws of the country of your domicile.
This website contains material that is owned by or licensed to Korporo . Copyright in the content of our website (including without limitation all images, illustrations, designs, icons, photographs, trademarks, service marks, the ‘look’ and ‘feel’, colour combinations, button shapes, layout, design, graphical elements, arrangement of items, written and other materials, HTML and other code and all copyrightable or otherwise legally protectable elements on our website) are legally protected under intellectual property laws. The modification, copying, distribution or incorporation into any other work of part or all of any of our website, or the content in any form, is prohibited, except that you may print or download extracts for your non-commercial, informational and personal use only. All rights are hereby reserved.
Unauthorized use of our website may give rise to a claim for damages and/or be a criminal offence.
From time to time our website may also include links to other websites. These links are provided for your convenience and further information. They do not signify that we endorse or approve in any way those linked websites. We expressly disclaim any responsibility for the content of the linked websites.
You may not create a link to our website from another website or document without our prior written consent.
Messages sent through our website are messages sent over the Internet and cannot be guaranteed to be completely secure as they are subject to possible interception, loss, or possible alteration. We are not responsible and shall not be liable to you or anyone else for any damages or otherwise in connection with any message sent by you to us or any message sent by us to you over the Internet.
You agree to defend us against all claims, demands, or actions arising from or incurred as a result of your breach of these Terms of Use, and you shall indemnify and hold us harmless from and against any expenses, losses, damages and costs, including but not limited to reasonable legal costs and disbursements, resulting from any such claims.
Your use of our website and the purchase of any products or services from it are governed in accordance with the laws of the United Kingdom. The courts of the United Kingdom shall have exclusive jurisdiction over any dispute or difference whatsoever arising out of/or in connection with your use of this website or the purchase of any products or services from it. If, for any reason, you are unable or unwilling to agree to all our terms, policies or disclaimers, please immediately discontinue using or attempting to use our website, because if you continue, you shall be agreeing to all the terms, conditions, policies and disclaimers referred to in this
Terms of Business
1. Definitions
a. “Korporo ” means Korporo Ltd (registered in England and Wales under Company Registration No. 15423144, Registered Office address: 4 Staple Inn, Holborn, London, WC1V 7QH) and any of its branches, subsidiaries, agents or associated companies throughout the world and all of its directors, officers, employees, agents, consultants and successors in title.
b. “Korporo ’s Officers” means any person (as hereinafter defined), firm or company nominated by Korporo who may from time to time be appointed as director, alternate director, secretary, alternate secretary, partner, accountant, trustee, nominee, protector, bank account signatory, administrator, registered agent, provider of a registered office or address of the Entity (as hereinafter defined).
c. “Client” (“you”, “their”) means the Beneficial Owner(s) of an Entity (as hereinafter defined) and/or any person who has requested Korporo to provide Services (as hereinafter defined), or any other person who has agreed to pay for Services, or who has previously paid for Services, and/or any person on whose behalf and for whose benefit the Services are to be provided, also including any person(s) authorized to represent the Client (Authorized Person(s) as hereinafter defined), and in the case of more than one person all such persons jointly and severally.
d. “Authorized Person” means the person who is authorised by the Client for and in their name and on their behalf to give instructions to Korporo as if these were given by the Client himself.
e. “Person” means any natural person over the age of 18 years old or a legal person, organization, incorporated firm or other body, incorporated or unincorporated.
f. “Entity” means any company, trust, partnership, foundation or any other legal entity established and/or administered by Korporo at the request and/or on behalf of the Client.
g. “Services” means formation of any company, trust, partnership, foundation or any other Entity, provision of the registered office, registered agent, company secretary, director, officer, shareholder, maintenance of corporate records and accounts, preparation and filing of financial statements and annual returns/confirmation statements, bank introductions and/or any other management or administration services or any type of service requested by the Client as contained in the directory of services of Korporo , or specified in advertising materials of Korporo , or on our website and/or any other service(s) ordered/requested/accepted by the Client.
h. “Fee Schedule” means a fee schedule for Services issued from time to time by Korporo .
i. “Business Day” means a day on which Korporo is ordinarily open to carry on business.
j. “Terms and Conditions” means these Terms and Conditions, or such other new terms and conditions as may from time to time be published on, Korporo ’s websites and shall be deemed to include such other conditions which Korporo may from time to time advise to the Client or publish on Korporo ’s website. These Terms and Conditions apply to all Korporo ’s Clients and effectively constitute a binding Agreement between the Client and Korporo .
k. “Web site” “Website” or “Site” means the web site you are browsing when you clicked on a link to these Terms and Conditions of Business, including all subsidiary pages.
2. Prohibited, Illegal Activities and Business Requiring Special Authorization
a. “Prohibited Activities” means activities currently not approved by Korporo , including activities related to: trade, distribution or manufacturing of arms, weapons, munitions; mercenary or contract soldiering; security and riot control equipment; any device that could lead to the abuse of human rights or be utilised for torture; technical surveillance or bugging equipment; industrial espionage; dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery used to manufacture, handle or dispose of such materials; human or animal organs; the abuse of animals or use of animals for any scientific or product testing; genetic material; adoption agencies, including surrogate motherhood; the abuse of human rights; pornography; drug paraphernalia; pyramid sales; religious cults and their charities; business activities, which by the laws and regulations of the country of formation of the Entity are subject to licensing and which are conducted without obtainment of a license (“Licensable Activities” as hereinafter defined); any other activity, which, in the opinion of Korporo , may damage the reputation of Korporo or that of the country of formation of the Entity.
b. “Illegal Activities” means any activity designated anywhere in the world to be illegal or criminal, including activities related to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with such countries, which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Economic Area or similar international organizations.
c. “Prohibited Persons” means persons sanctioned (black listed) under the laws of any country for whatever reason or who are legally disqualified from, or incapable of, being party to a contract; persons who are non-discharged bankrupts or have been imprisoned or found guilty of any criminal offence; government officials or politicians; persons who have been proven to act in a fraudulent or dishonest manner in any civil proceedings or who are resident in a country subject to any international restrictions or embargos, including those imposed by the Security Council of the United Nations, the European Economic Area or other international organisations.
d. “Licensable Activities” means any activity that requires a license or authorisation granted by a relevant authority in any jurisdiction. Such activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
3. Client Requests and Instructions
Korporo provides a range of professional services including, but not limited to company formation; corporate structuring; administration and management; provision of bookkeeping and accountancy services; advisory; bank introductions and consultancy services.
b. In providing the Services, Korporo shall always act solely on requests or instructions received from the Client and shall never act in our own discretion, except when being under a legal obligation to act .
c. Korporo shall be willing to consider and entertain requests and instructions of the Client.
d. All instructions or requests for action shall be transmitted to Korporo by the Client in writing. In case of reasonable doubt, Korporo may request the Client to provide additional verification of any such request or instruction. Korporo shall not be liable for any loss or damage due to our failure to act until such instruction or request is verified to our satisfaction.
e. Korporo may, in our absolute discretion, agree to act upon Client’s request or instruction given otherwise than in writing, in which case, however, Korporo shall not be liable for any misunderstanding or error occurred in processing such request or instruction acted upon in good faith.
f. Korporo may, in our absolute discretion, refuse to comply with any request or instruction received from the Client, if such request or instruction or implementation thereof would, in the opinion of Korporo , be dishonest, incorrect, malicious or contravene any applicable law or regulation or expose Korporo or any of our Officers or employees to any personal liability or risk of prosecution in any jurisdiction, or otherwise be illegal.
g. Korporo may refuse to act on any request or instruction, which appears to be incomplete, unclear, ambiguous, conflicting or of unclear authenticity, and shall not be liable for any loss or damage for our failure to act until such deficiencies are rectified to our satisfaction.
h. In the absence of gross negligence on the part of Korporo , the Client shall bear all risk of loss and damage caused by any instruction, request or information not being sent or received, by any such communication is incomplete, illegible, ambiguous or in error, or by any instructions or communication being issued by unauthorized third parties unlawfully purporting to represent the Client.
i. On our website and in advertising materials, Korporo may provide information, which is related to various products and services offered by Korporo . Such information does not purport to be legal or tax advice and shall not be taken to constitute such advice or used or relied upon by the Client as such. The Client shall take independent advice on any matter relating to the Entity and any Services provided by Korporo that may affect or concern the Client and his personal affairs.
4. Administration of Entities
The Client irrevocably agrees that, if the Entity is a limited liability company and Korporo ’s Officers are members or directors of that company, or the Entity is a Partnership and Korporo ’s Officers are members of that partnership, or the Entity is a trust and Korporo ’s Officers are trustees or protectors of that trust, or the Entity is a foundation and Korporo ’s Officers are founders or council members, due to non-payment of Korporo ’s fees and/or any other fees related to the Entity for more than sixty (60) days, Korporo shall without being obliged to give notice to the Client, may take such steps as they shall, in our absolute discretion, consider appropriate which include, without limitation, the following: having the Entity struck off, dissolved or liquidated; or resigning all or any of the Korporo ’s Officers; or transferring all or any of the shares, capital or assets or liabilities of the Entity into the name of the Client; or appointing the Client as director, officer, manager, trustee or protector or founder or council member of the Entity; or take such other action as Korporo shall, in our absolute discretion, consider appropriate.
b. Korporo shall keep confidential all documents, communications and information attained from the Client unless prior written consent has been given by the Client permitting the contrary. This confidentiality shall not be applicable where: Korporo may be obliged by order of a court or a competent authority to disclose evidence and information to courts or authorities in connection with the Client or Client’s Entity’s affairs; where Korporo receives such a disclosure order; Korporo shall, unless prohibited by law or by the terms of such order, notify the Client of same.
c. Any demand is made or action is taken by a third party against the Entity, or where any other circumstances arise which may, in the opinion of Korporo , necessitate an action to be taken regarding the affairs of the Entity in order to protect the best interests of the Client, the Entity or Korporo , and if in such circumstances Korporo are unable to obtain clear, adequate and lawful instructions from the Client, then Korporo shall be entitled to proceed in any way it may deem fit, reasonable or appropriate under the circumstances.
d. In providing the Services, Korporo may share information concerning the Client, the Entity or its business activities with other firms or companies associated with Korporo , our auditors and legal advisors, and the Client agree to Korporo making such disclosures. All information, correspondence, records and data related to the Entity and held by Korporo on any computer system is solely Korporo ’s property and for our sole use and neither the Client, nor the Entity nor anyone else acting for or on their behalf shall have any right of access thereto or control over that information, correspondence, records or data.
e. Korporo have the right to retain ownership and keep copies of all such information, correspondence, records and data for our sole use. The provisions of this Clause shall remain in full force and effect notwithstanding the Terms and Conditions ceasing to apply.
f. In the event of the relocation involving the change of the Client’s Entity’s registered address and registered office, Korporo shall give the Client twenty (20) calendar days’ notice of such change. Korporo shall not be responsible for any associated costs incurred by the Client as a result of such change.
g. Where Korporo has been requested by the Client to provide shareholders, directors or other Officers for the Entity, Korporo may, subject to Clause 8 hereof, accede to such request and designate any person to any such office or position, including any subsequent change, replacement or removal of such appointees, who may be either a physical or legal person.
h. In the event that any claim, demand or action is made against the Entity for payment of any sums due either to Korporo or to a third party, including without limitation any taxes, duties, fees, government or state levies, and such payment has not been made; or Korporo require assistance or information from the Client and has been unable to obtain such assistance or information; or the Client is in breach of any of his obligations or undertakings contained in these Terms and Conditions, then Korporo may undertake any of the following:
i. Refrain from any action or activity whatsoever, be it in relation to a particular matter or to the Entity; or
ii. Utilise any assets of the Entity or means available to Korporo or to the Entity towards a defence against such claim, demand or action, or satisfaction of such claim, demand or action; or
iii. Take any other course of action that Korporo may, in our absolute discretion, consider appropriate to protect themselves and the Entity.
h. Nothing in these Terms and Conditions shall make Korporo liable or responsible for any commercial decision that the Client has made in respect of the Entity or its business activities.
j. Korporo shall not be liable for any loss or damage to the Client or the Entity incurred in the circumstances described in this Clause.
k. If the Client is in breach of any of their obligations or undertakings assumed under these Terms and Conditions and fails to remedy such breach within 14 calendar days following a notice issued by Korporo , then Korporo may undertake any of the following:
i. Resign from providing any or all of the Services;
ii. Commence proceedings to wind-up and liquidate the Entity;
iii. Utilize any assets of the Entity towards remediation of the Client’s breach.
l. No responsibility or liability shall attach to Korporo in connection with or arising out of any action or inaction took in accordance with the provisions of this paragraph.
5. Limitation of Liability
a. Korporo expressly disclaims any liability to the Client, the Entity and any third party 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 Services by or to the Client, the Entity or any other person.
b. Korporo shall not be liable (whether in contract, tort or otherwise, including breach of statutory duty) in connection with the provision of Services for any consequential loss however incurred, including without limitation loss of profit, business or anticipated savings of the Client.
c. Korporo shall not incur any liability for any failure to comply with any request, instruction or order of the Client, which is not received, or which is incomplete, ambiguous and illegible or lacks, in the opinion of Korporo , the authority on the part of the person giving it.
d. Korporo shall not be liable for the acts or omissions or negligence of any person or entity which is appointed or designated as director, shareholder, officer, employee, agent, individual, trustee, manager, signatory or holder of a power of attorney with respect to the Entity or other person or body associated with the Entity.
6. Indemnity
a. The Client shall at all times indemnify and keep Korporo and our Officers and employees harmless and indemnified:
i. Against all actions, suits, proceedings, claims, demands, costs, charges, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against Korporo and/or our officers in relation to the Entity or the Client’s instructions.
ii. In respect of any failure by Korporo to comply, wholly or partially, with any instruction, order or request made by the Client, or any errors or incomplete instructions or requests received by Korporo from the Client
iii. In respect of any penalties, fines, fees or other liabilities incurred by the Client and/or the Entity related to the Entity and/or to the Services.
c. This indemnity is without prejudice to any other indemnity and/or remedy in favour of Korporo and/or our officers, employees, agents or successors. The termination of this Agreement or any Service provided by Korporo shall not relieve the Client of his obligations to indemnify Korporo .
7. Warranties
a. The Client undertakes, warrants and solemnly declares with Korporo that they:
i. Have the full legal capacity and are of sound mind, memory and understanding to enter into an agreement with Korporo in accordance with these Terms and Conditions and to receive the Services.
ii. Are not bankrupt.
iii. Have no criminal records, and there is no criminal proceeding pending against the Client in any jurisdiction;
iv. Are not engaged in any prohibited or illegal activity as defined in Clause 2(a-b) of this Terms of Business that may directly or indirectly cause harm to the reputation of Korporo .
v. Shall comply with these Terms and Conditions.
vi. Agree that Korporo may (but shall not be obliged to) rely on communications received from the Client in determining what steps Korporo are required to take in administering his Entity or providing the Services.
vii. Shall pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operation of the Entity.
8. Client Obligations and Undertakings
a. The Client is obliged to immediately inform Korporo of the nature of the activities and business of the Entity and seek Korporo written consent before making any changes to those activities.
b. Korporo is required by law to have certain due diligence (Know-Your-Customer) documents in place.
c. The Client expressly agrees and accepts to disclose and provide to Korporo such documents or any other information that Korporo may consider necessary or desirable both at the Client acceptance stage and on an ongoing basis in order that Korporo could meet our legal obligations.
d. To enable Korporo at all times to contact the Client, the Client is obliged to provide full details of, and promptly notify Korporo of, any changes to their residential address, telephone and fax numbers and email address in addition to any business or other contact address as may have been provided by them.
e. The Client undertakes not to give any instruction, order or make any request to Korporo , which would cause Korporo to breach the law of any country.
f. The Client shall provide Korporo with such information, assistance and cooperation as Korporo may, in our absolute discretion, require for the purpose of provision of Services.
g. Korporo shall not be responsible for any consequences that may arise from the Client’s failure to comply with this requirement, which may incur additional fees that shall be charged to and become payable by the Client.
h. The Client hereby confirms that any asset introduced to the Entity has been lawfully introduced and has not been derived from Illegal Activities.
i. The Client undertakes not to cause Korporo and/or our officers to be engaged or involved directly or indirectly in any unlawful, Illegal or Prohibited Activities or used for any unlawful purpose.
j. The Client is obliged to give Korporo at least thirty (30) days written notice of their intention to terminate the Services.
k. The Client is obliged to give Korporo at least thirty (30) days written notice when seeking to change the beneficial ownership of the Entity.
l. The Client shall settle without delay any sum due to Korporo , including fees, disbursements and expenses incurred by Korporo in connection with the Entity and/or with the provision of the Services.
9. Client’s Obligations where Korporo provide Officers or Nominee Services
a. Korporo shall at all times be willing to consider and entertain Client’s requests to provide Officers or Nominee Services to the Client’s Entity subject to acceptance, restrictions and limitations provided for in these Terms and Conditions.
b. Where Korporo provide Officers or Nominee Services, the Client must at all times, upon request of Korporo , pay Korporo such sums as may be required to enable the Entity discharge, in full, any liabilities (including Korporo ’s fees).
c. Upon written request of Korporo , immediately provide information to enable Korporo to prepare annual or other statutory returns, financial or other statements in relation to the Entity.
d. The Client shall immediately advise Korporo in writing of all legal proceedings, claims and demands made or threatened against the Entity or Korporo .
d. The Client shall keep and maintain and upon request deliver to Korporo accurate financial and business records.
e. The Client acknowledges and understands that Officers or Nominees incur personal liabilities if certain statutory obligations relating to the Entity are not complied with and that compliance with such statutory obligations is dependent on the Client promptly paying fees and responding to requests for information.
f. If the Client fails to pay fees when due or called for, or respond promptly to requests for information, the Officers or Nominees shall be entitled to resign from their offices, and the Client hereby irrevocably and unconditionally appoints Korporo its attorney and agent for the purpose of appointing the Client as Officer in Korporo ’s place.
g. The Officers or Nominees provided by Korporo to act as Directors in a Client’s Entity shall be acting exclusively upon instructions received from the Client and therefore shall not be involved in a day-to-day operation and/or signing of contracts for/or on behalf of the Entity, or act as a guarantor on behalf of the Client and/or the Entity.
h. An Officer or Nominee acting as Director in the Client’s Entity may entertain the Client’s request to sign contracts and/or various documents subject to the provisions contained in Clause 8(j) hereof and for a fee to be agreed from time to time with the Client.
i. An Officer or Nominee acting as Director in the Client’s Entity, shall not place their signature on the agreement, or document, which refer to any loans or encumbrance made on behalf of the Entity or any other agreement or document, which in the opinion of the Officer or Nominee, constitute a high risk and may create liability to the Entity, Korporo and Officers or Nominees acting as Directors in the Client’s Entity.
10. Additional Obligations where Korporo provide Registered Office Address Service
a. Where Korporo provides the Registered Office Address to the Entity, the Client shall not at any time make any reference to the Registered Office Address in an advertisement, public announcement, promotion, or a website, without the prior written consent of Korporo .
b. At no time the Client shall present such Registered Office Address as the location of the actual business operations of the Entity, its commercial records, management and control.
11. Fees and Refunds
a. Fees and refunds are governed by the Terms of Payment, which are incorporated by reference and should be read together with these Terms and Conditions of Business.
12. Force Majeure
Korporo shall not be liable for any delay or failure to perform any of our obligations in connection with the supply of any goods or services ordered by the Client through the website or otherwise if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire or failure of any communications, telecommunications or computer system, and Korporo shall be entitled to a reasonable extension of our obligations to the Client (to the extent Korporo owe any such obligations) should a force Majeure event occur.
b. If a Force Majeure event to which this Clause applies shall occur, Korporo agree to notify the Client as soon as practicable. If the Force Majeure event continues for more than fourteen (14) days, either party shall have the right to cancel the Agreement and where services have been paid for in advance but have not been rendered, the Client shall be entitled to a refund from the date of cancellation for all such services.
13. Termination of Services
Korporo shall be entitled by written notice to terminate the provision of Services to the Client, if:
i. The Client is, in the reasonable opinion of Korporo , in breach of these Terms and Conditions, provided such breach is not remedied within fifteen (15) days following the written notice given by Korporo .
ii. It comes to the attention of Korporo that the Entity is being used for activities, which were not declared and referred to in the application submitted by the Client to Korporo during incorporation of the Entity, and/or these activities are considered to be Illegal or Prohibited as defined in Clauses 2(a-b) of these Terms and Conditions.
iii. In the event that any legal proceedings are re-commenced against the Entity or the Client.
14. Notices
a. Any notice required to be served pursuant to these Terms and Conditions may be served by DHL express post or email to the address and as per details last known to the parties. Notice shall be deemed served:
i. Within five (5) business days if sent by DHL express post.
ii. By email, if confirmed by a successful transmission report.
15. Miscellaneous
a. References to one gender include all genders and references to the singular include the plural and vice versa.
b. This Agreement incorporates by reference other provisions applicable to use of the websites, products and services of Korporo , including, but not limited to, Privacy Policy, Disclaimer, Terms of Payment and Terms of Use, which are published on the websites.
c. No variations of these Terms and Conditions shall be binding on the parties unless agreed in writing.
d. If at any time any provision of these Terms and Conditions is held invalid or unenforceable under any applicable law, the remainder of same shall remain in full force and effect.
e. These Terms and Conditions supersede all previous written, or verbal communications or representations between Korporo and the Client.
f. Nothing in these Terms and Conditions suggests a legal partnership or agency between Korporo and the Client.
g. The Client shall take his own independent advice on any matter relating to the Entity and any Services provided by Korporo that may concern the Client, or the Entity or personal affairs and shall not rely on any representations (whether written, verbal, expressed, implied or otherwise) made by Korporo , our Officers or employees. As it is the Client’s responsibility to seek expert legal advice, Korporo shall not accept any liability to the Client, his Entity or any third party for any claims, damage or loss arising out or in connection with the use of any of the Services.
h. No failure or delay in exercising by a party hereto of any power or right conferred by these Terms and Conditions shall operate as a waiver of such power or right unless otherwise agreed in writing.
16. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in all respects in accordance with the laws of the United Kingdom. Any dispute that arises concerning the interpretation of these Terms and Conditions shall be resolved in the courts of the United Kingdom.