Terms and conditions
1. This agreement applies to company registration orders and follow-up services for companies (collectively or individually referred to hereinafter as “the Service”).
2. The agreement is entered into between Advice Accounting Sverige AB (referred to hereinafter as “Advice”) and the person or the company ordering the Service (referred to hereinafter as “the Client”). If the Service relates to a new company registration, the orderer is jointly and severally liable for the newly formed company. If the company registration is not completed, the orderer is responsible for all obligations pursuant to this agreement.
3. A binding order is placed once the Client sends the order form to Advice, at which point the Client accepts these agreement terms and conditions by ticking the form or when the Client submits the order by telephone. The order is binding, even if the Client has not completed all the necessary forms. Advice will notify the Client if further information is needed, or if the information the Client has provided is not accepted by the authorities in the countries where registration is to take place. Advice reserves the right to refuse any order without explanation in return for repayment of any payments made by the Client.
4. The Client consents to information and documents associated with registration being sent and stored electronically – including as e-mail.
5. The Service can be paid for in advance in accordance with the current prices set by Advice. If an order is not paid for, or if a payment by card, cheque or other means is withheld by the payment provider or for any other reason is not duly paid to Advice, the order is nevertheless binding on the Client. In such cases, correct payment must be made immediately. Delayed payment will incur costs in accordance with the law and general practice. Public fees for the registration of companies in Norway will be invoiced to the Client or the registered company directly by the relevant authorities and are not included in the price quoted for the Service. Advice and Advice’s partners may invoice an additional amount for any meetings with the Client, and for special forms, documents or other extraordinary work that the Client requires and that is not normally included in the Service. Similarly, an additional charge may be made for large numbers of document copies, dispatch by courier as agreed with the Client and other extraordinary costs. The Client will be informed of any additional invoicing in advance.
6. Neither Advice, Advice’s staff nor Advice’s partners can offer any binding assurances regarding registration within certain deadlines, as the processing time largely depends on the processing of registration requests, change requests, etc. by public authorities. Nor can the same parties offer binding assurances that certain company names will be available for registration. If registration is rejected, Advice will inform the Client accordingly. The Client must then choose a new company name and inform Advice thereof without undue delay. An order cannot be cancelled, even if a preferred company name is not available. Under no circumstances can Advice, Advice’s staff or Advice’s partners be held liable if a chosen company name infringes a third party’s rights.
7. The Client undertakes to provide Advice with all the relevant information pertaining to the registration and to keep such information up to date. This also applies to the customer’s own contact information. The Client shall also notify Advice of all applicable deadlines. If Advice, as a result of the Client breaching any of the obligations in this paragraph, is rendered liable to action by a third party or for any costs, the Client will be responsible for these. The Client must complete all forms to the best of its ability and shall be responsible for ensuring that all supplied information is correct. The Client is aware of, and has accepted, the personal liability that may rest with shareholders and members of the company’s board and council, as well as other individuals at the company, in accordance with both Norwegian and foreign law.
8. Advice’s liability for any errors, defects or losses in connection with the Service is limited to the size of the fee paid. Advice is not liable for any indirect or consequential losses, or losses resulting from changes to Norwegian or United Kingdom law or as a result of decisions made by administrative agencies or courts. The Client also undertakes to indemnify Advice, Advice’s staff and Advice’s partners, including against third-party claims or losses in connection with the performance of the Service and/or arising from any failure to perform the Service. Where this contract includes address services in the United Kingdom, Advice undertakes to set up an appropriate address through a Chartered Secretary or another company or person who appears genuine and who can provide satisfactory references. Beyond this obligation, Advice is not responsible for the performance of address services. The postal address is intended solely for mail from the United Kingdom authorities, and Advice is entitled to destroy or return any other mail. Advice is also entitled to open all mail to deal with this as the Company Secretary or to open and pass on mail as part of an address service electronically or by post.
9. The Client confirms that the company will not be used for illegal purposes. The Client is aware that Advice, Advice’s staff and Advice’s partners may have a legal obligation to report any suspicion of money laundering and certain other serious crimes.
10. If the agreement includes provision for Advice to act as Company Secretary, either Advice itself shall act as Company Secretary, or this task will be assigned to a partner or subsidiary. Where the agreement includes Company Secretary services or equivalent follow-up services, Advice or its partners or subsidiaries of Advice shall ensure that the company’s Annual Returns and Accounts (dormant) are filed with Companies House, as well as ensure that a non-trading notification is submitted to the Inland Revenue. Other tasks and obligations are not included in the follow-up agreement, unless otherwise agreed in writing. The Client is responsible for all fees under all circumstances. Advice may terminate the agreement at any time without explanation against a proportionate part of the invoiced sum for the year in which the agreement is terminated. Without a refund, Advice and Advice’s partners are entitled to cease providing a registered office address or secretarial service with immediate effect if the Client, by the specified deadline, has not provided the information necessary to perform the task, has not provided information or documents otherwise required by public authorities, has not contributed to the performance of the task in good faith or if the Client, in the opinion of Advice or Advice’s partner, has been involved in activities that are contrary to the law or public decency. Services referred to in this provision require that the Client not have business in the United Kingdom or business that for other reasons should be disclosed or reported to the United Kingdom authorities. The Client must notify Advice immediately if this condition is no longer met. If the Client requires assistance with follow-up and changes in the United Kingdom in addition to the above, this must be agreed separately between the parties. Advice undertakes to perform tasks in this provision within the deadlines specified by the United Kingdom authorities. If the Client’s signature or approval is required, Advice undertakes to contact the Client for such signature or approval by the same deadline, and is not otherwise responsible for timely filing. The Client gives Advice unrestricted authorization to file an annual return based on the information provided to Advice by the Client at all times, and to file dormant accounts with the Inland Revenue. The Client is aware that it may be required by the Inland Revenue to submit a copy of its Norwegian accounts and certificate of residence from the Norwegian tax authorities. Advice will pass such requests to the Client, and has created simple online systems for use by the Client.
11. If the Service includes incorporation of a Norwegian limited company, Advice will prepare all the necessary documents for the establishment of the company, as well as obtain a statement of the opening balance and the paid-up part of the share capital from the auditor. Costs associated with the preparation of these documents, including the auditor’s work, will be invoiced directly by Advice. Where the Service includes incorporation of an ordinary Norwegian limited company, the Client is aware that under Norwegian law minimum share capital of NOK 30,000 is required.
12. The Client undertakes to notify Advice of any change to the composition of the company board, changes in ownership or operations and any other changes of importance for the fulfilment of the task. The Client also undertakes to ensure that Advice is provided from time to time with an up-to-date e-mail address, postal address and telephone number for contacting the Client. The Client is aware that Advice is only obliged to send notices, alerts, invoices and other enquiries by e-mail.
13. If the agreement includes assistance with corporate changes, including changes to the shareholders, board of directors, address and any other changes to the company’s status or ownership, the Client undertakes to indemnify Advice and Advice’s staff and partners. Compensation for losses may only be requested where the damage is caused intentionally or through gross negligence and is then limited to an amount equivalent to Advice’s fee for the task.
14. Where the task includes assistance with “striking-off” (simple deletion of a company) in the United Kingdom, the Client has been specifically made aware of the particular issues relating to this and that the Contractor is exempt from any responsibility for losses.
15. The Client accepts that Advice may submit all forms electronically, including forms the Client gives Advice in paper format, provided that the relevant forms are accepted by Norwegian or the United Kingdom authorities for electronic submission.
16. Agreements for follow-up, agreements to act as Company Secretary, and agreements for address services run for one year from the conclusion of the agreement. Thereafter, the agreement will be renewed automatically at the current price for one year at a time until termination. Written notice of termination must reach Advice no later than 60 days prior to renewal. The customer can pay for services by debit or credit card and thereby consents to Advice automatically charging the card for subsequent periods until the Service is terminated.
17. Advice has a duty of confidentiality regarding all of the Client’s particulars of a confidential or sensitive nature. The duty of confidentiality applies to employees and any person acting on behalf of Advice in connection with the execution of the agreement. The duty of confidentiality applies during implementation of the task and once it has been completed. The duty of confidentiality does not apply where Advice is required by law or by a valid decision of a public body to disclose information.
18. The Client is aware that all services provided by Advice are to be regarded as business purchases and that special provisions for consumer purchases are thus not applicable.
19. This agreement is subject to Norwegian law, and any disputes will be brought before Norwegian courts, with Oslo District Court as the legal venue.