1. This agreement relates to all services provided by Edron Limited with Company Number 14207175 (below mentioned as “Edron”); which includes but is not limited to company formation and strike off, trademark registration, website design and related services, online advertising, marketing and training courses.
2. Parties in this agreement will be Edron, as stated on invoices, order confirmations Edron’s online presence, (”Edron”), and, the individual person or legal entity placing the order (”Customer or Client”) ”Customer or Client” is the person or legal entity who purchases services from Edron, includes but not limited to company formation and strike off, trademark registration, website design and related services, online advertising, marketing and training courses. eg. services related to their business.
The Service and agreement between Edron and the Customer may be transferred and assigned by Edron to another firm or corporation purchasing or leasing and intending to continue the operation of the business which is being served under such Agreement with the Customer. Edron does not need any further approval from the Customer upon being reasonably satisfied that the new Service Provider or Company will fulfill the terms of the Agreement with the Customer.
3. All services purchased by Edron, whether by a Company to which these services are offered or the person placing the order are liable in solidum for the contractual obligations under this agreement, including but not limited to payment. The customer is always responsible for registering the SUF/NUF in the company register of the country that the customer resides in. Including but not limited to registration fees and extra documentation requested from Bolagsverket or Brønnøysundregistrene. Edron will do its utmost to ensure that the registration is completed in the country that the customer resides in, Edron is however in no shape, way or form responsible if a registration in the country of residence of the customer is declined by the local companies registration office.
4. The order (an order) is binding when the Customer purchases something from Edron, either via electronic purchase (website or e-mail) or when placing an order via the telephone. The order (an order) is binding under this given agreement, even if data and information is missing from the Customer. All orders and purchases with missing data remain binding and the Customer acknowledge and agree that Edron will only complete the order or purchase when all the correct data has been provided.
5. Customer agrees to electronic communication and storing data and documents, including but not limited to e-mail address, telephone number, address, full name, and other data that may be important regarding the services.
6. The service bought by the Customer shall always be paid in advance according to price set by Edron. The order is, no matter what circumstances, always binding, which means, if the payment haven’t been received by Edron the order will still be a binding agreement, and a legitimate payment shall be made directly without hesitation. In case payment is due, penalties and interest fees will be applied.
Fees outside of the services provided to the Customer, e.g. registration fees, share capital, domain fees etc. will always be invoiced to the Customer or the Company unless other have been stated, either on call or in written agreement.
7. Edron, including managers, employees, agents or representatives, cannot give conclusive promises regarding processing time, registration time etc in regard to services provided, as such things are heavily related to third party agencies such as government etc. Edron can only estimate how long a service will take to be performed, and the customer acknowledges that the even though the estimation may be incorrect, the customer fully agrees to fulfil all rights in agreement between Edron and the Customer. Same thing regarding to names, trademarks, websites. If a name is unavailable, or a registration has been declined, Edron will always inform the client, who must provide additional data to complete registration. If registration is declined, Edron may charge additional costs to the Customer. The customer also fully acknowledges that fees outside of Edron (government fees, trademark fees etc) for unsuccessful trademark and company
8. The customer fully agrees to provide Edron with all necessary data related to the Service – including, but not limited to Customers contact information, company name, and other details. If the customer provides inaccurate data, the customer fully acknowledges and agrees that the Customer will be fully responsible for not being able to complete the Service.
The customer must complete all forms to the best of his or her ability, and make sure that the information provided is accurate and up to date. The Customer also fully acknowledges and accept the responsibility and liabilities that may appear from holding positions as director, company secretary, shareholder or any position related to the forming and operation of a company, in any relevant jurisdiction. The Customer also confirms that he has also familiarized himself or herself with other consequences of the formation of his company, including all tax implications, and has sought the necessary professional advice required to form an educated decision to proceed with any such company formation, and confirms that he or she has not relied on any information or advice offered by Edron.
9. Edron has no liability for indirect or consequential loss, or loss related to changes in law or public regulation. The Customer shall hold no responsibility against and indemnify Edron, Edrons employees or agents, for any loss caused to any third party relating to the performance of the Service, or the fact that the Service could, for any
reason, not be performed. If the Service also includes address services in the UK, Edron will facilitate such an address either directly, through a Chartered Secretary or through any other company or individual with adequate references.
10. The Customer affirm that any services purchased by Edron, will not be used for illegal or faulty purposes. The Customer also acknowledges that Edron and its employees may be bound by law to report suspicions of money laundering or illegal activities.
11. If the Service includes Company Secretary services, Edron shall directly offer a corporate body or an individual for that role or provide any such corporate body or individual through a partner, agent or subsidiary.
Company Secretary services in the UK shall be limited to the provision of, assistance to, or direct filing of, Annual Return and annual accounts (dormant) to Companies House, and a non-trading or non-fiscal resident notification to Inland Revenue. Other filings or assistance are not included in the Service, unless specifically agreed in writing. The Client shall under all circumstances, remain liable for all government fees and penalties. Edron can at any time, terminate this Agreement without reason, provided that a proportionate part of the annual fee charged is refunded to the client. Without any refund, Edron might terminate this Agreement or any part of it, if the Client does not provide information to provide the Service in an efficient or accurate manner, or if the Client does not properly contribute to the performance of the Service, or if Edron at its sole discretion suspects that the Client is involved in activities that are illegal, immoral, or may cause damage to Edron or Edron’s reputation. The provision of the above-mentioned Service is based on the presumption that the Client does not have any business activities in the UK, or any other activity that for any reason shall be reported to the UK authorities or be included in accounts or tax returns. The Client must always notify Edron immediately, should these conditions at any time not be met, and any Service thereafter must be agreed in writing between the parties. Edron shall provide the services mentioned in this section within the standard filing deadlines set by UK authorities. If the Client’s signature is required, Edron will approach the Client in good time. In such cases or any other case where Edron cannot without the Client; or a third-party signature or other contribution complete the filing, Edron is not responsible for the filing deadline itself being met.
12. If the Service includes the formation of a limited company outside the UK, Edron will complete a draft of the memorandum and articles of association based on data provided by the Client. The Client may select an auditor from Edron list of approved auditors if and when required, however, the Client shall pay the cost of the auditor and Edron does not guarantee that the auditor will accept the assignment. For the formation of a limited company outside UK, the Client is aware that a minimum share capital may be required, in addition to registration fees required to cover the cost of registering the company.
13. The Client must keep Edron updated on any changes to company and personal details, including changes to company name, changes of directors or directors’ details, changes to direct and beneficial owners and all other relevant changes. The Client shall always also provide Edron with updated contact details, including a phone number and a valid email address.
14. If the Service includes assistance with strike off or any force majeure in the UK, the Client is aware of the consequences of such strike-off and the particular problems and risk of loss that such actions may cause. Edron is never liable for any loss or damage caused whatsoever.
15. Where the Service is an annual or recurring service, this agreement will be automatically renewed for another term, provided a notice of termination has not reached Edron more than 90 days before the renewal date. The Client shall pay such service by debit or credit card, and the Client accepts that an automatic charge is made to the credit card at the time of renewal continuously until a termination by either party under this agreement. If the renewal is not paid by card it will be paid by invoice. The annual yearly fee for a Limited company is in order for Edron to manage the address, letters, accounts and everything related to the clients’ Limited company.
16. When making a purchase by credit card the customers bank statement will read Edron.
17. Subject to injunctions or any court or binding government order, Edron will observe client confidentiality relating to all sensitive Client details, provided such details are not already publicly available. This confidentiality shall be observed both during and after the service period. Edron has the right to assist the police and any similar government body with information and copy of documents during any investigation.
18. The very nature of the products and services that Edron provide are business to business and also tailor-made for each clients needs, which means that all purchases are non-regrettable and non-refundable. If a client request for a refund or regret, it’s always at the sole decision of Edron. When the service is already delivered and the job is done, no refund or regret can be made.
19. For the purpose of documentation and clarity, Edron has the right to record phone calls with the Client and retain such recordings indefinitely.
20. Debt collection and or any amounts owed to Edron under this Agreement, including issues relating to whether the parties have entered into a binding Agreement, is subject to the national law where the client is a resident at the time of entering into this Agreement.
21. Disputes between Edron and any Client residing in Norway must be resolved with negotiations in the Oslo Forliksråd. If negotiations do not succeed, the dispute shall be settled by ordinary courts with Oslo District Court as venue.
22. If any Client commits a so called “Friendly fraud” e.g. the Client contacts its bank and makes a fraudulent claim to illegally retrieve money. Edron has the right to charge the client a minimum of 4 hours in administration fees and up to a maximum of 10 hours. The administration fee debited against the customer by Edron is set at 90 EUR per hour VAT exclusive.