Clause 1: Applicability
These general terms and conditions of service (also known as "Terms") apply to and are incorporated all agreements agreed with Goods on Demand B.V trading as On Demand International, quotes and deliveries provided by all On Demand International. The Client's Terms and Conditions are hereby rejected unless otherwise agreed in writing. By accepting these general terms and conditions, Customer waives any right to claim that any other general terms and conditions shall apply. Clearly, exclude the client (or any other party) the general terms and conditions of the applicability. If any provision of these Terms is void, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or affected in any way. If one or more of these terms appears to be wholly or partially illegal or unenforceable under applicable law, it should be replaced by a non-applicable and the terms provided for by these terms are "enforceable." These terms and conditions shall not be modified except in writing and by authorized representatives of both parties and any variation of a particular purchase agreement shall not apply to other purchase agreements unless expressly confirmed in writing.
Clause 2: Definitions
Advisor: An independent professional or employee of On Demand International who provides information and advice in a specific area. Information: Consultants give customers verbal or written information in a variety of areas, including but not limited to:
Legal Entity formation
Agreement: Any written or oral request of the Client that is accepted by On Demand International.
Customer: An individual, company or company whose name appears on On Demand International invoice.
Bank Account: A (current) account held with a bank in a designated jurisdiction of the world.
Bank: A statutory body under the laws of the country of its incorporation, which is supervised by the relevant authorities and which is maintaining accounts, deposits, and loans on behalf of its Clients. Immigration & Residency Services: Services provided by On Demand International employees or affiliated independent professional mostly related to advice over immigration procedures, including the filing of residence permit and visa applications.
Business Plan: A written document that describes in detail how a new business is going to achieve its goals. A business plan will lay out a written plan from a marketing, financial and operational viewpoint.
Accountancy Services: Preparation of the Annual report and filling at the Dutch Chamber of Commerce. At the end of each book, year filling the Annual Corporate Tax Return and every quarter filling the VAT Tax Returns.
Company Formation: The process of On Demand International prorating a legal entity or other entity anywhere in the world.
Company dissolution: The process of closing a business, liquidating all assets of the company, dissolving a company and making the DE-registered.
Fees: The total price for the services provided by On Demand International Business Groups Consultants, Account Managers of anyone representing On Demand International.
Offers: The written offer issued by On Demand International or on behalf of On Demand International to the Client, in which it states against which conditions (financial or otherwise) it is willing to, on behalf of the Client, incorporate a legal entity or have incorporated one or more legal entities in any designated jurisdiction and advice how to structure the relations between such entities, or under which terms On Demand International will provide Services as listed below. The validity of the Offer may be limited in time.
Account Manager: An employee of On Demand International whose job is the day-to-day support of a particular customer's account with a business, and who serves as the primary point of contact between the customer and the company. The account manager position can provide customer support, technical support, planning and optimization for the account, as well as developing a relationship with the customer.
Services: All services provided by On Demand International, its officers, employees or contractors affiliated with On Demand International, including but not limited to:
Immigration & Residency services
Legal Entity formation
Bank account opening
Clause 3: Contract
1. Any contract between On Demand International and the Client will incorporate and be subject to these Terms and Conditions and no other terms and conditions shall be binding unless they are expressly agreed in writing by the General Manager of On Demand International or another authorized person.
2. The Client's Order for one of the Services of On Demand International will be deemed accepted only when On Demand International has been returned an Order form, has received the invoice details or when a letter of Engagement
or such other form of instruction has been sent by e-mail which implicitly accepts these terms and conditions.
3. The Client acknowledges that he/she has entered into the Contract with On Demand International and is subject to these conditions as a principal and not as an agent for or on behalf of any other person and accepts personal liability for the payment of On Demand International's fees. In the case On Demand International provides bookkeeping and accounting services to a company, the Client agrees to give his/her personal guarantee that On Demand International's fees will be paid.
Clause 4: Information
On Demand International will give Information to the Client to its best knowledge, thereby using its experience and expertise in the areas of law, legal entity formation, and taxation. The Information given to the Client will be based on particular circumstances related to the Client and might depend on the factual situation that can neither be foreseen nor assessed by On Demand International. The Client is at all times advised to consult his own accountant and/or legal advisor and/or tax advisor. The Information is based on the legislation and jurisprudence as known and reasonably foreseeable at the time the Information is given. It does not constitute a warranty or a guarantee that either will remain unchanged.
Clause 5: Third Party Services
1. When providing Services On Demand International is entitled to use affiliated third party providers. On Demand International shall, as fair ass possible, consult the Client before instructing third parties and shall in any event exercise due care in its selection of third parties.
2. On Demand International shall not be liable for any acts and/or omissions of third party providers.
3. The Client indemnifies and holds On Demand International harmless from and against any and all third party claims, including reasonable legal costs, arising in whatever manner from the activities carried out for the Client, unless they are a result from gross negligence or willful misconduct by On Demand International.
Clause 6: Bank Accounts Opening
1. On Demand International shall exercise due care in helping and guiding the Client for the opening of a bank account.
2. On Demand International will not be responsible if the Client is rejected from accessing the bank’s property by the bank or the application for the opening of the bank account is rejected for any reason.
3. These reasons do not need to be provided to the clients.
Clause 7: Immigration& Residency Services
On Demand International cannot and will not guarantee that the Immigration authorities will grant any permit or other authorizations and is not responsible for any refusal of Client’s application.
Clause 8: Business Plan
On Demand International will not be responsible for the content included in the business plan provided by the Client.
Clause 9: Secretary Services
1. The contract for the Local Representative/Secretary Services will be for one year.
2. The contract will be extended automatically if the Client does not terminate the contract in writing giving a three months notice before the termination of the first contract.
Clause 10: Accountancy Services
1. The Client shall provide the On Demand International that is required for the bookkeeping (or tax filing) within a reasonable time-frame in order for the bookkeeper to file the relevant tax declaration.
2. The accountancy services will be performed based on the information provided by the Client.
3. On Demand International will not be liable for late tax filing, if the Client has not provided On Demand International with the required On Demand International on time or the On Demand International provided are not correct.
Clause 11: Company formation/ Setup
1. The price for setting up a legal entity only includes the registration of the company.
2. On Demand International is only responsible for the registration of the company.
Clause 12: Dissolution
1. Upon the Client's request for voluntary company dissolution and based on information and documents provided by the Client, On Demand International coordinates the liquidation procedure, arranges for re de-registration at the Chamber of Commerce, files final tax returns and takes care of the final tax compliance.
2. On Demand International is not responsible for any remaining debt or obligation of the Client.
3. Upon the dissolution of the company, On Demand International will automatically cancel all the other services
provided to the Client. On Demand International is not responsible for any problems or liabilities caused by the termination of services.
Clause 13: Offer Explanation
1. A quotation issued by On Demand International shall not constitute a binding offer.
2. An order submitted by the Client constitutes a legally binding offer to enter into an agreement with On Demand International pursuant to these General Terms and Conditions of Service and the terms of any relevant quotation sent by On Demand International.
3. Such offer may be accepted by On Demand International by written acceptance of the Order, oral acceptance of the Order, or by the On Demand International’s beginning to perform its obligations consistent with the existence of an agreement.
Clause 14: Liability and Delivery
1. The estimated completion date of any service to be rendered by On Demand International should be regarded as an estimate only, but On Demand International will use all reasonable endeavors to comply with the estimated completion dates.
2. If On Demand International does not comply with deadlines or the Client is not happy with the way the services are carried out by On Demand International, the Client has to report the complaint to On Demand International within fifteen (14) working days after the problem has occurred.
3. After the period of fifteen (14) working days is completed, On Demand International will not be responsible to fix the matter and will not take any responsibility for the damage caused by that issue.
4. On Demand International shall not be liable for non-completion or delays of an assignment caused by the client’s delay in providing necessary information, documentation and any other information that might be requested by On Demand International during the performance of services.
5. On Demand International shall not be liable for non-completion or delays of an assignment when completion depends on input third parties (including governmental authorities), including but not limited to delays in the registration for Value Added Tax number, delays of Banks in when opening a bank account or the Immigration authorities’ late decision in case of residence permit.
6. On Demand International shall only be held liable for non-completion of assignment or delay in providing services, if the Client proves that the non-completion or delays were caused by the wilful neglect or wilful default of On Demand International. The extent of On Demand International’s liability shall not exceed the amount of the contract amount and in no circumstances will On Demand International be liable for any consequential loss or loss of profits arising as a result of the above.
7. The Client warrants and guarantees to On Demand International and his representatives that all the information given by the Client was correct when it was provided and was deemed to remain correct for the foreseeable period thereafter.
8. The Client is not engaged nor will engage in any illegal activities in any of his/her former, present or future business activities.
9. The Client is not presently in a state of bankruptcy or suspension of payment, has at present no conflict with (his/her national) tax authorities with regard to any special tax position identical or similar to the structure.
10. The Client shall inform On Demand International or its representative immediately when a change of circumstances with regard to the information the Client has provided occurs.
11. The Client shall act in accordance with the instructions set forth in the offer.
12. The Client shall not disclose the content of the discussion he/she had with the Consult, Account Manager or any other person representing On Demand International unless he is under a legal obligation thereto.
Clause 15: Immediate Termination
1. On Demand International has the right to terminate any contract with a Client immediately when there is any evidence that an illegal event took place, including but not limited to: money laundering, terrorist financing or other illegal activities related directly or indirectly to the Client, its directors or employees.
2. The Client will be responsible and liable for any damage caused to On Demand International related to illegal activities.
Clause 16: Related Extras
On Demand International is entitled to charge a retainer fee for the background check up of the Client or for any person who contacts On Demand International on behalf of the Client.
Clause 17: Goods Conduct Certificate
The Client is required to send On Demand International a certificate of conduct any time On Demand International asks for it. If the Client fails to do so, On Demand International can terminate the contract immediately and the amount paid will not be refunded.
Clause 18: Annulment
1. Once the order form is signed by the Client, the Client will have to pay On Demand International the full price of the service even if the Client decides to cancel the services of On Demand International.
2. The Client will also not be refunded the full amount paid if On Demand International decides to terminate the contract.
Clause 19: Internal and External Communication
Sending messages to On Demand International by any electronic means will be at the Client’s own risk. On Demand International will not be responsible or liable for the non-arrival, On Demand International incomplete arrival or On Demand International incorrect arrival of any
message sent by electronic means.
Clause 20: Governing Law
1. Unless agreed otherwise in writing, all disputes arising from the Client relationship with On Demand International will be resolved exclusively by the competent courts of the Netherlands and India.
2. If not agreed in writing by both the Client and On Demand International, the legal relationship between the Client and On Demand International is exclusively governed by Dutch law.
Clause 21: Legitimacy and Length
1. During the first year after the Services has been provided, the Fees will remain unchanged as indicated in the Offer.
2. At any point in time after 1 year from the date when the Order was signed, On Demand International reserves the right to amend the Fees, given written notice of the change to the Client at least 10 working days before the changes take place.