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 ODINT, quotes and deliveries provided by all ODINT. 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 ODINT 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
- Legal Advice
Agreement: Any written or oral request of the Client that is accepted by ODINT.
Customer: An individual, company or company whose name appears on ODINT 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 ODINT 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 ODINT 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 ODINT Business Groups Consultants, Account Managers of anyone representing ODINT.
Offers: The written offer issued by ODINT or on behalf of ODINT 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 ODINT will provide Services as listed below. The validity of the Offer may be limited in time.
Account Manager: An employee of ODINT 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 ODINT, its officers, employees or contractors affiliated with ODINT, including but not limited to:
- Accounting services
- Immigration & Residency services
- Secretarial services
- Legal Entity formation
- Bank account opening
- Contracts Drafting
Clause 3: Contract
- Any contract between ODINT consulting 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 ODINT consulting or another authorized person.
- The Client’s Order for one of the Services of ODINT will be deemed accepted only when ODINT consulting 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.
- The Client acknowledges that he/she has entered into the Contract with ODINT consulting 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 ODINT’s fees. In the case ODINT provides bookkeeping and accounting services to a company, the Client agrees to give his/her personal guarantee that ODINT’s fees will be paid.
Clause 4: Information
ODINT consulting 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 ODINT. 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
- When providing Services ODINT is entitled to use affiliated third-party providers. ODINT consulting shall, as fair as possible, consult the Client before instructing third parties and shall in any event exercise due care in its selection of third parties.
- On Demand International shall not be liable for any acts and/or omissions of third party providers.
- The Client indemnifies and holds ODINT consulting 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 ODINT.
Clause 6: Bank Accounts Opening
- ODINT consulting shall exercise due care in helping and guiding the Client for the opening of a bank account.
- ODINT consulting 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.
- These reasons do not need to be provided to the clients.
Clause 7: Immigration& Residency Services
ODINT consulting 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
ODINT consulting will not be responsible for the content included in the business plan provided by the Client.
Clause 9: Secretary Services
- The contract for the Local Representative/Secretary Services will be for one year.
- 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
- The Client shall provide the ODINT consulting 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.
- The accountancy services will be performed based on the information provided by the Client.
- ODINT consulting will not be liable for late tax filing, if the Client has not provided ODINT with the required ODINT on time or the ODINT provided are not correct.
Clause 11: Company formation/ Setup
- The price for setting up a legal entity only includes the registration of the company.
- ODINT consulting is only responsible for the registration of the company.
Clause 12: Dissolution
- Upon the Client’s request for voluntary company dissolution and based on information and documents provided by the Client, ODINT consulting 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.
- ODINT consulting is not responsible for any remaining debt or obligation of the Client.
- Upon the dissolution of the company, ODINT consulting will automatically cancel all the other services provided to the Client. ODINT consuting is not responsible for any problems or liabilities caused by the termination of services.
Clause 13: Offer Explanation
- A quotation issued by ODINT consulting shall not constitute a binding offer.
- An order submitted by the Client constitutes a legally binding offer to enter into an agreement with ODINT consulting pursuant to these General Terms and Conditions of Service and the terms of any relevant quotation sent by ODINT consulting.
- Such offer may be accepted by ODINT consulting by written acceptance of the Order, oral acceptance of the Order, or by the ODINT consulting beginning to perform its obligations consistent with the existence of an agreement.
Clause 14: Liability and Delivery
- The estimated completion date of any service to be rendered by ODINT consulting should be regarded as an estimate only, but ODINT consulting will use all reasonable endeavours to comply with the estimated completion dates.
- If ODINT consulting does not comply with deadlines or the Client is not happy with the way the services are carried out by ODINT consulting, the Client has to report the complaint to ODINT consulting within fifteen (14) working days after the problem has occurred.
- After the period of fifteen (14) working days is completed, ODINT consulting will not be responsible to fix the matter and will not take any responsibility for the damage caused by that issue.
- ODINT consulting 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 ODINT consulting during the performance of services.
- ODINT consulting 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.
- ODINT consulting 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 ODINT consulting. The extent of ODINT consulting’s liability shall not exceed the amount of the contract amount and in no circumstances will ODINT consulting be liable for any consequential loss or loss of profits arising as a result of the above.
- The Client warrants and guarantees to ODINT consulting 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.
- The Client is not engaged nor will engage in any illegal activities in any of his/her former, present or future business activities.
- 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.
- The Client shall inform ODINT consulting or its representative immediately when a change of circumstances with regard to the information the Client has provided occurs.
- The Client shall act in accordance with the instructions set forth in the offer.
- The Client shall not disclose the content of the discussion he/she had with the Consult, Account Manager or any other person representing ODINT consulting unless he is under a legal obligation thereto.
Clause 15: Immediate Termination
- ODINT consulting 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.
- The Client will be responsible and liable for any damage caused to ODINT consulting related to illegal activities.
Clause 16: Related Extras
ODINT consulting is entitled to charge a retainer fee for the background check up of the Client or for any person who contacts ODINT consulting on behalf of the Client.
Clause 17: Goods Conduct Certificate
The Client is required to send ODINT consulting a certificate of conduct any time ODINT consulting asks for it. If the Client fails to do so, ODINT consulting can terminate the contract immediately and the amount paid will not be refunded.
Clause 18: Annulment
- Once the order form is signed by the Client, the Client will have to pay ODINT consulting the full price of the service even if the Client decides to cancel the services of ODINT consulting.
- The Client will also not be refunded the full amount paid if ODINT consulting decides to terminate the contract.
Clause 19: Internal and External Communication
Sending messages to ODINT consulting by any electronic means will be at the Client’s own risk. ODINT consulting will not be responsible or liable for the non-arrival, ODINT consulting incomplete arrival or ODINT consulting incorrect arrival of any message sent by electronic means.
Clause 20: Governing Law
- Unless agreed otherwise in writing, all disputes arising from the Client relationship with ODINT consulting will be resolved exclusively by the competent courts of the Netherlands and India.
- If not agreed in writing by both the Client and ODINT consulting, the legal relationship between the Client and ODINT consulting is exclusively governed by Dutch law.
Clause 21: Legitimacy and Length
- During the first year after the Services has been provided, the Fees will remain unchanged as indicated in the Offer.
- At any point in time after 1 year from the date when the Order was signed, ODINT consulting 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.