Terms and Conditions
Clause 1: Applicability
These general terms and conditions of service (also known as "Terms") apply to, and are incorporate all agreements agreed with Goods on Demand B.V trading as Goods on Demand International (GODI), quotes and deliveries provided by all GODI's, and services provided by GODI. 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 enforce ability 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 GODI 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 GODI.
Customer: An individual, company or company whose name appears on GODI 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 GODI employees or affiliated independent professional mostly related to advice over immigration procedures, including 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
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 GODI 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 GODI Business Groups Consultants, Account Managers of anyone representing GODI.
Offers: The written offer issued by GODI or on behalf of GODI 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 GODI will provide Services as listed below. The validity of the Offer may be limited in time.
Account Manager: An employee of GODI 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 GODI, its officers, employees or contractors affiliated with GODI, including but not limited to:
Immigration & Residency services
Legal Entity formation
Bank account opening
Clause 3: Contract
1. Any contract between GODI 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 GODI or other authorized person.
2. The Client's Order for one of the Services of GODI will be deemed accepted only when GODI 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 GODI 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 GODI's fees. In the case GODI provides bookkeeping and accounting services to a company, the Client agrees to give his/her personal guarantee that GODI's fees will be paid.
Clause 4: Information
GODI 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 factual situation that can neither be foreseen nor assessed by GODI.
The Client is at all times advised to consult his own accountant and/or legal adviser and/or tax adviser.
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 GODI is entitled to use affiliated third party providers. GODI 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. GODI shall not be liable for any acts and/or omissions of third party providers.
3. The Client indemnifies and holds GODI 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 wilful misconduct by GODI.
Clause 6: Bank Accounts Opening
1. GODI shall exercise due care in helping and guiding the Client for the opening of a bank account.
2. GODI 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
GODI 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
GODI 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 GODI that are required for the bookkeeping (or tax filing) within a reasonable timeframe 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. GODI will not be liable for late tax filing, if the Client has not provided GODI with the required GODI on time or the GODI 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. GODI 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, GODI 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. GODI is not responsible for any remaining debt or obligation of the Client.
3. Upon the dissolution of the company, GODI will automatically cancel all the other services
provided to the Client. GODI is not responsible for any problems or liabilities caused by the termination of services.
Clause 13: Offer Explanation
1. A quotation issued by GODI shall not constitute a binding offer.
2. An order submitted by the Client constitutes a legally binding offer to enter into an agreement with GODI pursuant to these General Terms and Conditions of Service and the terms of any relevant quotation sent by GODI.
3. Such offer may be accepted by GODI by written acceptance of the Order, oral acceptance of the Order, or by the GODI’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 GODI should be regarded as an estimate only, but GODI will use all reasonable endeavors to comply with the estimated completion dates.
2. If GODI does not comply with deadlines or the Client is not happy with the way the services are carried out by GODI, the Client has to report the complaint to GODI within fifteen (14) working days after the problem has occurred.
3. After the period of fifteen (14) working days is completed, GODI will not be responsible to fix the matter and will not take any responsibility for the damage caused by that issue.
4. GODI 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 GODI during the performance of services.
5. GODI 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. GODI 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 GODI. The extent of GODI’s liability shall not exceed the amount of the contract amount and in no circumstances will GODI be liable for any consequential loss or loss of profits arising as a result of the above.
7. The Client warrants and guarantees to GODI 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 GODI 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 GODI unless he is under a legal obligation thereto.
Clause 15: Immediate Termination
1. GODI 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, terrorism 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 GODI related to illegal activities.
Clause 16: Related Extras
GODI is entitled to charge a retainer fee for the background check up of the Client or for any person who contacts GODI on behalf of the Client.
Clause 17: Goods Conduct Certificate
The Client is required to send GODI a certificate of conduct any time GODI asks for it. If the Client fails to do so, GODI can terminate the contract immediately and the amount paid will not be refunded.
Clause 18: Payment Terms
1. The contract price shall be due within 30 days from the day the invoice has been sent by GODI,
except when it has been agreed otherwise in writing.
2. In the event of failure by the Client to pay any amount due to GODI, the Client will be liable to pay interests at a interest rate of 3% per annum calculated on the outstanding amount due and such interest will accrue daily from the due date until the date payment has been received by GODI.
3. In the case that the Client is in the process of liquidation, has been declared bankrupt or has been granted a moratorium, the obligations of the Client to pay will be due and payable on demand. The obligations of the Client to pay will also be due and payable on demand in the case that GODI is informed about any circumstance that would constitute a ground for assuming that the Client will not (be able to) meet the obligations (to pay).
4. GODI may at its discretion at any time require partial or full advance payment of the amounts payable to GODI by the Client, or require the Client to procure a third party guarantee in respect of those amounts, to GODI’s satisfaction or require that payment is made by an irrevocable letter of credit confirmed by a bank acceptable to GODI, and the Client's failure in each case will entitle GODI to suspend delivery of services.
Clause 19: Annulment
1. Once the order form is signed by the Client, the Client will have to pay GODI the full price of the service even if the Client decides to cancel the services of GODI.
2. The Client will also not be refunded the full amount paid if GODI decides to terminate the
Clause 20: Extra Handling Costs
If the Client decides to transfer Services to another company (such as a corporate service provider, or administrator) a transfer fee of €750 will be charged.
Clause 21: Infernal and External Communication
Sending messages to GODI by any electronic means will be at the Client’s own risk. GODI will not be responsible or liable for the non-arrival, GODI incomplete arrival or GODI incorrect arrival of any
message sent by electronic means.
Clause 22: Governing Law
1. Unless agreed otherwise in writing, all disputes arising from the Client relationship with GODI will be resolved exclusively by the competent courts of the Netherlands and India.
2. If not agreed in writing by both the Client and GODI, the legal relation between the Client and GODI is exclusively governed by Dutch law.
Clause 23: 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, GODI 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.