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Terms and conditions

  1. Unless expressly waived in writing by the AM Abacus Group of Companies these general terms and conditions (the “Conditions”) will be deemed to be incorporated in all agreements entered into, and applicable to all services rendered, by any company or entity belonging to, or any individual employed by, the AM Abacus Group of Companies (all and each of them hereinafter referred to as “AM Abacus Group”).
  2. A client may not assign its rights and obligations under any agreement with AM Abacus Group to any affiliated or third party without the prior written consent of AM Abacus Group.
  3. AM Abacus Group is at any time, in its sole discretion, entitled to request references or additional information about a client’s identity, about the business activities of a client or about persons involved in a client’s business, and further to request any and all information as AM Abacus Group deems necessary or appropriate.
  4. Any legal or other advice given, and any reports prepared, by AM Abacus Group, may only be relied upon by the client to whom such advice was given or for whom such report was prepared.
  5. AM Abacus Group shall not be obliged to do or omit to do anything that it considers to be in conflict with the lawful interests of a client, with the interests of AM Abacus Group and/or the laws and regulations of any applicable jurisdiction.
  6. In connection with the proper performance of its duties, AM Abacus Group may for the account of a client engage the services of accountants, auditors, lawyers or other professional service providers in order to obtain such advice or to provide such services as AM Abacus Group reasonably deems appropriate or necessary. For defraying the expenses incurred AM Abacus Group for such professional services employed, AM Abacus Group may request the payment of retainer fees by the client.
  7. All invoices of AM Abacus Group must be paid within 30 days after the relevant invoice date. AM Abacus Group reserves the right to charge 1.5% interest per month on invoices overdue. If AM Abacus Group has not received payment within 30 days, AM Abacus Group shall have the right to settle the amount due from clients’ bank accounts. At all times AM Abacus Group shall be entitled to postpone any of its services until the amounts due to it have been settled.
  8. All costs and expenses, sustained, incurred or expended by AM Abacus Group, in or outside court, in connection with the collection from a client of any amounts due to AM Abacus Group, including any legal fees, will be for the account of such client. AM Abacus Group is entitled to fix such costs on 15% of the total amount (inclusive any accrued interest) due to AM Abacus Group, notwithstanding the right of AM Abacus Group to claim full compensation for such costs and expenses.
  9. AM Abacus Group is entitled to retain and withhold any and all documents and corporate records belonging to a client, until all amounts due to AM Abacus Group have been fully settled by such client.
  10. For the purposes of these Conditions, a notice, invoice or any other message shall be deemed to have been received at the following times:
    • if sent by courier: at the moment of delivery by the courier to the addressee;
    • if sent by registered letter: on the date noted on the return receipt; and if sent by telegram, telex, e-mail or facsimile: on the date of sending.
  11. No failure on the part of AM Abacus Group to exercise, and no delay on its part in exercising, any right or remedy under these Conditions or under any agreement it entered into, will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided for in these Conditions or in any agreement it entered into are cumulative, may be exercised singularly or concurrently, and are not exclusive of any rights or remedies provided by law.
  12. Any waiver and any consent by AM Abacus Group under these Conditions or under any agreement it entered into must be in writing and may be given subject to any condition thought fit by AM Abacus Group. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.
  13. If any of the provisions of these Conditions or of any agreement AM Abacus Group entered into, is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.
Third party information, products and services

Where AM Abacus Group provides hyperlinks to third party web sites, such links are not an endorsement by AM Abacus Group of any products or services provided on or via such web sites. The use of such links is entirely at your own risk and AM Abacus Group accepts no responsibility or liability for the content, use or availability of such web sites. AM Abacus Group has not verified the truth, accuracy, reasonability, reliability, and completeness of any content of such web sites.

Intellectual property rights

AM Abacus Group, or the relevant owner, retains all rights (including copyrights, domain names, trademarks, patents as well as any other intellectual property right) in relation to all information provided on or via this web site (including all texts, graphics and logos). You may not copy, download, publish, distribute or reproduce any of the information contained on this web site in any form without the prior written consent of AM Abacus Group or the appropriate consent of the owner. However, you may print and/or download information contained on this web site for your own personal use.

The copyright of all written materials, including agreements, documents, reports and record books, prepared by AM Abacus Group shall vest in AM Abacus Group. Clients shall only have the right to use such material for the instances and the purposes such material was prepared for.

Communication

AM Abacus Group may act and rely upon written requests, instruments or documents of any kind, which appear to have been signed (in original or facsimile), endorsed or prepared by a client. If a request or instruction from a client is rendered to AM Abacus Group by telephone or facsimile, AM Abacus Group will not be liable for any damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly (including without limitation, fees, costs and expenses of attorneys, auditors and other experts), by a client in connection with a misunderstanding or transmission error resulting of this method of communication, including any mistake by AM Abacus Group on the identity of the sender. AM Abacus Group may, without incurring any liability, request written confirmation of instructions. This non-liability includes any damages incurred in connection with the use of E-mail communication, multimedia or cyber facilities, as well as any other commercially available communication facility.

Communication

AM Abacus Group may act and rely upon written requests, instruments or documents of any kind, which appear to have been signed (in original or facsimile), endorsed or prepared by a client. If a request or instruction from a client is rendered to AM Abacus Group by telephone or facsimile, AM Abacus Group will not be liable for any damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly (including without limitation, fees, costs and expenses of attorneys, auditors and other experts), by a client in connection with a misunderstanding or transmission error resulting of this method of communication, including any mistake by AM Abacus Group on the identity of the sender. AM Abacus Group may, without incurring any liability, request written confirmation of instructions. This non-liability includes any damages incurred in connection with the use of E-mail communication, multimedia or cyber facilities, as well as any other commercially available communication facility.

Exclusion of liability

Neither AM Abacus Group nor any of its agents or subcontractors shall be liable for any direct, indirect, special, incidental, consequential, punitive, or exemplary damages, including lost profits (even if AM Abacus Group is advised of the possibility thereof) arising in any way from, including but not limited to,

  • any defects, viruses and any other malfunctions caused to any equipment and other software in connection with access or use of this web site,
  • the information provided on or via this web site,
  • the interception, modification or misuse of information transmitted to AM Abacus Group or transmitted to you,
  • the functioning or non-availability of this web site,
  • the misuse of this web site,
  • the loss of data,
  • downloading or use of any software made available by this web site, or
  • claims of third parties in connection with the use of this web site.

The exclusion of liability is also made for the benefit of directors and employees of AM Abacus Group.

Confidentiality

AM Abacus Group shall not disclose without a client’s authorization any confidential information relating to such client, except if reasonably required for the proper performance of AM Abacus Group ‘s duties or if required by law.

Warranty

The Client warrants and represents that

  • he has disclosed to AM Abacus Group all the information relating to his condition (financial or otherwise), his business, affairs, objects and his (future) actions or transactions, material for disclosure to AM Abacus Group in connection with its (management) services; and
  • that the Client is and will not be engaged in offshore gambling or gaming, arms or sex related business or illegal activities such as money laundering and tax fraud.

Indemnity

Clients will, during the applicability of these Conditions and thereafter, indemnify and hold AM Abacus Group (including its managing directors, officers and employees) harmless from and against any and all claims in contract, tort or suits instituted by any third party, as well as from and against any liabilities, damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly, by AM Abacus Group (including, without limitation, any fees, costs and expenses of attorneys, auditors and other experts engaged by AM Abacus Group), and arising out or resulting from any services rendered by AM Abacus Group to such client.

Termination

AM Abacus Group has the right to terminate all services to, and existing agreements with, clients in the case that

  • a client does not comply with the laws or regulations of any applicable jurisdiction,
  • there is any reasonable doubt with respect to the legality, morality or decency of a client’s activities or businesses,
  • a client runs for, or assumes a political or public office, or
  • gets involved in a controversial business, political, or moral situation. AM Abacus Group provides no services to clients residing in or dealing with countries that are subject to or sanctions or embargoes.

Amendments

AM Abacus Group reserves the right to change the information provided on or via this web site, including these terms of use, at any time and without notice. It is recommended that you review this information provided on or via this web site, including these terms of use, periodically for changes.

Applicable law

This web site and these terms of use shall be exclusively governed by and construed in accordance with the laws of Seychelles. All disputes arising out of or in connection with these terms of use shall be submitted to the exclusive jurisdiction of the courts of the Seychelles.