January 6, 2019

Terms & Conditions

Thank you for the interest in our services. By using Entali Consulting LTD (and our website(s) affiliates, partners or subsidiaries), and signing up as a Client, you agree to be legally bound by these Terms and Conditions, including those terms and conditions incorporated by reference. Please read these Terms thoroughly. You may not use the services in case you do not accept the Terms and Conditions stated here without modification. Entali Consulting LTD may revise these Terms and Conditions at any time by updating this page. You need to visit this page from time to time to review the Terms and Conditions as you have bound yourself to it.
According to these Terms and Conditions, Entali Consulting LTD and all services related to it, including text, images, photographs, user interface, “look” and “feel”, data and other content (as well as the selection, coordination and arrangement of such content, without limitation) are referred to as the “Web Site” or “Service”.

General Terms and Conditions

Below there is the legal agreements between you and Entali Consulting LTD. Please read the following Terms and Conditions carefully as they affect your use of the Website, any information contained therein and/or shared on our social media pages, and any products and services available from or through entali.com. These Terms and Conditions regulate any use of the Website as a guest or registered customer.

1. Information about us

“Entali Offshore” belongs to Entali Consulting LTD. (Registered in England. Registered Number:11732312. Registered address: 27, Old Gloucester Street, LONDON, WC1N 3AX,
UNITED KINGDOM) and any of its branches, agents or associated companies throughout the world and all of its directors, officers, employees, agents, consultants and successors in title.

2. Definitions

  1. “Client” means the Beneficial Owner(s) of an Entity (as hereinafter defined) and/or any person who has requested Entali Consulting 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.
  2. “Authorized Person” means the person who is authorized by the Client for and in his name and on his behalf to give instructions to Entali Consulting as if these were given by the Client himself. 3.“Person” means any natural or legal person, organization, incorporated firm or other body, incorporated or unincorporated.
  3. “Entity” means any company, trust, partnership, foundation or any other legal entity established and/or administered by Entali Consulting at the request and/or on behalf of the Client.
  4. “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 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 Entali Consulting, or specified in advertising materials of Entali Consulting, or on their websites and/or any other service(s) ordered/ requested/accepted by the Client.
  5. “Business Day” means a day on which Entali Consulting is ordinarily open to carry on business;
  6. “Fee Schedule” means a fee schedule for services issued periodically by Entali Consulting;
  7. “Terms and Conditions” means these Terms and Conditions or such other new terms and conditions as may from time to time be published on Entali Consulting’s websites and shall be deemed to include such other conditions which Entali Consulting may from time to time advise to the Client or publish on Entali Consulting’s websites. These Terms and Conditions apply to all Entali Consulting’s Clients and effectively constitute binding Agreement between the Client and Entali Consulting.
  8. “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.

3. Use of the Website

You agree to these General Terms and Conditions fully by accessing www.entali.com and all subsidiary web pages within the site or affiliate websites.
You also agree with any additional or specific terms and conditions we may draw your attention prior to your purchasing any products or services from or via this Website.
All the material on the Website and our social media pages is provided for information purposes only and does not constitute legal, accounting or professional advice of any other kind. From there it cannot and should not be relied upon as such. If you require any professional services or advice, we recommend you to consult a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from this Website.
Any comments posted by you on our Website and/or social media pages can be viewed by the public and you should accept that we have no control over, or liability for, the way in which this information can be used by any third party viewing your comments.

4. Updates and changes to the Website

We do our best to update the Website regularly but we cannot guarantee that information will be accurate, complete, valid and up-to-date all the time. We may update this information when it is necessary, and all the information on the Website should be modified from time to time, no doubts. However, we make no representations, warranties or undertakings of any kind about the information, content or materials placed on the Website. This includes, without limitation, the quality, accuracy, completeness and reliability of the information.
We always work on keeping the Website available to you but it is subject to on-going updates and improvements, and we reserve the right to change or remove (temporarily or permanently) the Website, or any part of it, without prior notice. By accepting these Terms and Conditions, you confirm that we shall not be liable to you for any such changes or removals that may take place.
These General Terms and Conditions and the Specific Terms and Conditions may be changed at any time. Your use of the Website and the purchase of products or services are also subject to any of such changes. You personally responsible to check if there are any changes to the General Terms and Conditions or relevant Specific Terms and Conditions every time you visit the Website or purchase products or services from us.

5. Exclusion of liability to you from the use of the Website

The Website is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made, and without warranty of any kind – whether expressed or implied – including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
No warranty is given that the functionality of the Website will be uninterrupted or error free, that errors will be corrected, or that the Website – or server that makes it available – are free of viruses or anything else which may be harmful or destructive.
Any and all liability to you that may arise from your access and use of, the Website – whether due to negligence breach of duty or otherwise – is excluded to the maximum extent permitted by law.
We are not responsible for the content of other Websites that link to or from this Website. Links to other sites are provided simply for your information and do not suppose that we approve those sites or their content.
Nothing in these General Terms and Conditions shall be construed so as to exclude or limit the liability of ourselves for death or personal injury as a result of our negligence or that of its employees or agents. For the avoidance of doubt, this clause shall apply also to the Specific Terms and conditions below.

6. CLIENT REQUESTS & INSTRUCTIONS

  1. Entali Consulting provides a range of professional Services including, but not limited to: company formation; corporate structuring; administration and management; advisory and consultancy services; provision of bookkeeping and accountancy services.
  2. In providing the Services, Entali Consulting shall always act exceptionally on requests or instructions got from the Client and shall never act in their own judgment, except when being under legal obligation to act otherwise.
  3. Entali Consulting shall be willing to consider and entertain requests and instructions of the Client.
  4. All instructions or requests for action shall be transmitted to Entali Consulting by the Client in a written form. Entali Consulting may request the Client to provide additional verification of any such request or instruction in case of reasonable doubt. Entali Consulting shall not be liable for any loss or damage due to their failure to act until such instruction or request is verified to their satisfaction.
  5. Entali Consulting may, in their absolute discretion, refuse to act upon any request or instruction received from the Client, if such request/instruction or implementation thereof would, in the opinion of Entali Consulting, be dishonest, incorrect, malicious or contravene any applicable law or regulation or expose Entali Consulting or any of their Officers or employees to any personal liability or risk of prosecution in any jurisdiction, or otherwise be illegal.
  6. Entali Consulting may, in their absolute discretion, agree to comply with Client’s request or instruction given otherwise than in writing, in which case, however, Entali Consulting shall not be liable for any misunderstanding or error occasioned in processing such request or instruction acted upon in good faith.
  7. Entali Consulting 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 their failure to act until such deficiencies are readjusted to their satisfaction.
  8. In the absence of gross negligence on the part of Entali Consulting, 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 being incomplete, illegible, ambiguous or in error, or by any instructions or communication being issued by unauthorized third parties unlawfully being intended to represent the Client.
  9. Entali Consulting may provide information on its websites and in advertising materials, which is related to various products and services offered by Entali Consulting. 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 Entali Consulting that may affect or concern the Client and his personal affairs.

7. ADMINISTRATION OF ENTITIES

  • The Client irrevocably agrees that, if the Entity is a limited liability company and Entali Consulting’s Officers are members or directors of that company, or the Entity is a Partnership and Entali Consulting’s Officers are members of that partnership, or the Entity is a trust and Entali Consulting’s Officers are trustees or protectors of that trust, or the Entity is a foundation and Entali Consulting’s Officers are founders or council members, due to non-payment of Entali Consulting’s fees and/or any other fees related to the Entity for more than sixty (60) days, Entali Consulting shall without being obliged to give notice to the Client, may take such steps as they shall, in their 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 Entali Consulting’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 Entali Consulting shall, in their absolute discretion, consider appropriate.
  • In the event of the relocation involving the change of the Client’s Entity’s registered address and registered office, Entali Consulting shall give the Client twenty (20) calendar days notice of such change. Entali Consulting shall not be responsible for any associated costs incurred by the Client as a result of such change.
  • Nothing in these Terms and Conditions will make Entali Consulting liable or responsible for any commercial decision that the Client has made in respect of the Entity or its business activities.
  • In the event that (i) any claim, demand or action is made against the Entity for payment of any sums due either to Entali Consulting or to a third party, including without limitation any taxes, duties, fees, government or state levies, and such payment has not been made; or (ii) Entali Consulting require assistance or information from the Client and has been unable to obtain such assistance or information; or (iii) the Client is in breach of any of his obligations or undertakings contained in these Terms and Conditions, then Entali Consulting may undertake any of the following:
    • refrain from any action or activity whatsoever, be it in relation to a particular matter or to the Entity; or
    • utilize any assets of the Entity or means available to Entali Consulting or to the Entity towards a defense against such claim, demand or action, or satisfaction of such claim, demand or action; or
    • take any other course of action that Entali Consulting may, in their absolute discretion, consider appropriate to protect themselves and the Entity. Entali Consulting shall not be liable for any loss or damage to the Client or his Entity incurred in the circumstances described in this clause.
  • If the Client is in breach of any of his obligations or undertakings assumed under these Terms and Conditions and fails to remedy such breach within 14 calendar days following a notice issued by Entali Consulting, then we may undertake any of the following:
    • resign from providing any or all of the Services;
    • commence proceedings to wind-up and liquidate the Entity;
    • utilize any assets of the Entity towards remediation of the Client’s breach. No responsibility or liability shall attach to Entali Consulting in connection with or arising out of any action or inaction taken in accordance with the provisions of this paragraph.

8. LIMITATION OF LIABILITY

  • Entali Consulting 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.
  • Entali Consulting will 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.
  • Entali Consulting will 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.
  • Entali Consulting will 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 Entali Consulting, authority on the part of the person giving it.

9. INDEMNITY

  • The Client shall at all times indemnify and keep Entali Consulting and its Officers and employees harmless and indemnified:
    • 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 Entali Consulting and/or their officers in relation to the Entity or the Client’s instructions;
    • in respect of any failure by Entali Consulting 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 Entali Consulting from the Client;
    • 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.
  • This indemnity is without prejudice to any other indemnity and/or remedy in favor of Entali Consulting and/or their officers, employees, agents or successors. The termination of this Agreement or any Service provided by Entali Consulting shall not relieve the Client of his obligations to indemnify Entali Consulting.

10. WARRANTIES

The Client undertakes and warrants with Entali Consulting that he:

  • has full legal capacity and is of sound mind, memory and understanding to enter into an agreement with Entali Consulting in accordance with these Terms and Conditions and to receive the Services;
  • is not bankrupt;
  • will comply with these Terms and Conditions;
  • will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operation of the Entity;
  • agree that Entali Consulting may (but shall not be obliged to) rely on communications received from the Client in determining what steps Entali Consulting are required to take in administering his Entity or providing the Services.

11. CLIENT’S OBLIGATIONS AND UNDERTAKINGS

  • The Client is obliged to immediately inform Entali Consulting of the nature of the activities and business of the Entity and seek Entali Consulting‘s written consent before making any changes to those activities.
  • Entali Consulting is required by law to have certain due diligence (Know-Your-Customer) documents in place. The Client expressly agrees and accepts to disclose and provide to Entali Consulting such documents or any other information that OEntali Consulting may consider necessary or desirable both at the Client acceptance stage and on an on-going basis in order that Entali Consulting could meet their legal obligations.
  • To enable Entali Consulting at all times to contact the Client, the Client is obliged to provide full details of, and promptly notify Entali Consulting of, any changes to his residential address, telephone and fax numbers and email address in addition to any business or other contact address as may have been provided by him.
  • The Client undertakes not to give any instruction, order or make any request to Entali Consulting, which would cause Entali Consulting to breach the law of any country.
  • The Client hereby confirms that any asset introduced to the Entity has been lawfully introduced and has not been derived from Illegal Activities.
  • The Client shall provide Entali Consulting with such information, assistance and cooperation as Entali Consulting may, in their absolute discretion, require for the purpose of provision of Services. Entali Consulting will not be responsible for any consequences that may arise from Client’s failure to comply with this requirement, which may incur additional fees that will be charged to and become payable by the Client.
  • The Client undertakes not to cause Entali Consulting and/or their officers, to be engaged or involved directly or indirectly in any unlawful, Illegal or Prohibited Activities or used for any unlawful purpose.
  • The Client is obliged to give Entali Consulting at least 30 days’ advance written notice of his intention to discontinue the Services.
  • The Client shall settle without delay any sum due to Entali Consulting including fees, disbursements and expenses incurred by Entali Consulting in connection with the Entity and/or with the provision of the Services.
  • The Client is obliged to give Entali Consulting written prior notice when seeking to change the beneficial ownership of the Entity.

12. CLIENT’S OBLIGATIONS WHERE Entali Consulting PROVIDE OFFICERS OR NOMINEE SERVICES

  • Entali Consulting 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.
  • Where Entali Consulting provide Officers or nominee services, the Client must
    • at all times, upon request of Entali Consulting, pay Entali Consulting such sums as may be required to enable the Entity discharge, in full, any liabilities (including Entali Consulting’s fees);
    • upon written request of Entali Consulting immediately provide information to enable Entali Consulting to prepare annual or other statutory returns, financial or other statements in relation to the Entity;
    • immediately advise Entali Consulting in writing of all legal proceedings, claims and demands made or threatened against the Entity or Entali Consulting;
    • keep and maintain and upon request deliver to Entali Consulting accurate financial and business records.
  • The Client acknowledges and understands that Officers or nominees my 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. 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 Entali Consulting its attorney and agent for the purpose of appointing the Client as Officer in Entali Consulting’s place.
  • The Officers or nominees provided by Entali Consulting to act as Directors in a Client’s Entity shall be acting exclusively upon instructions received from the Client and therefore will not be involved in a day-to-day operations 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.
  • 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 9(f) hereof and for a fee to be agreed from time to time with the Client.
  • An Officer or nominee acting as Director in the Client’s Entity, will not place their signature on 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 high risk and may create liability to the Entity, Entali Consulting and Officers or Nominees acting as Directors in the Client’s Entity.

13. ADDITIONAL OBLIGATIONS WHERE Entali Consulting PROVIDE REGISTERED OFFICE ADDRESS

  • Where Entali Consulting provides the registered office and registered address to the Entity, the Client will at no time make any reference to the registered office address in an advertisement, public announcement, promotion, or a website, without prior written consent of Entali Consulting. At no time the Client may present such registered office and registered address as the location of the actual business operations of the Entity, its commercial records, management and control.

14. Force Majeure

In connection with the supply of any goods or services ordered by you through the Website, we shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control. Such circumstances include: acts of God, strikes; lock outs; accidents; war; acts of terrorism; fire; or failure of any communications, telecommunications or computer system. We shall be entitled to a reasonable extension of our obligations to you (to the extent we owe any such obligations) should a Force Majeure event occur.
If a Force Majeure event to which this clause applies does occur, we agree to notify you as soon as practicable. If the Force Majeure event continues for more than 14 days, either party shall have the right to cancel the agreement. Where services have been paid for in advance but have not been rendered, you will be entitled to a full refund from the date of cancellation for all such services.

15. Your privacy and Data Protection

We respect your confidentiality and take the protection of your personal data very seriously. Therefore we shall not sell or make your data available to any third party without your prior consent unless otherwise provided by law or by Privacy Policy on entali.com.
You may alter or update any personal information provided to us as part of registration on the Website at any time.

16. Terminating the use of the Website

We reserve the right to withdraw or suspend your right to access or use the Website at any time without prior notice and without disclosing our reason for doing so.

17. Cessation of services

Entali Consulting will be entitled by written notice to cease provision of Services to the Client, if:

  1. the Client is, in the reasonable opinion of Entali Consulting, in breach of these Terms and Conditions, provided such breach is not remedied within fifteen (15) days following the written notice given by Entali Consulting;
  2. it comes to the attention of Entali Consulting that the Entity is being used for activities, which were not declared and referred to in the application submitted by the Client to Entali Consulting during incorporation of the Entity, and/or these activities are considered to be Illegal or Prohibited;
  3. in the event that any legal proceedings are commenced against the Entity or the Client.

18. Miscellaneous

  • References to one gender include all genders and references to the singular include the plural and vice versa.
  • No variations of these Terms and Conditions shall be binding on the parties unless agreed in writing.
  • 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.
  • These Terms and Conditions supersede all previous written or verbal communications or representations between Entali Consulting and the Client.
  • Nothing in these Terms and Conditions suggests a legal partnership or agency between Entali Consulting LTD and the Client.
  • The Client shall take his own independent advice on any matter relating to the Entity and any Services provided by Entali Consulting LTD, that may concern the Client, or his Entity, or personal affairs and shall not rely on any representations (whether written, verbal, expressed, implied or otherwise) made by Entali Consulting LTD, their Officers or employees. As it is the Client’s responsibility to seek expert legal advice, Entali Consulting LTD 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.
  • 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.