Terms & Conditions
Easy, standard conditions that apply across the industry
1. Your Right To Cancel
Our services are specifically tailored to your requirements. Therefore YOU WILL HAVE NO RIGHT TO CANCEL THE INCORPORATION ONCE WE START THE PROCESS OF INCORPORATING YOUR COMPANY. You should note that this usually happens immediately after we receive cleared payment. You can cancel before then by contacting us and confirming in writing.
Our services are for the preparation, processing and filing of documents and dossiers for the incorporation of corporate entities and matters dealing thereto with government agencies, however we cannot guarantee the success or failure of the outcome of such submissions. No refunds will be made for such work in regards to documents, filings, processings and all work in conjunction thereto with government(s) or other agencies and bodies whose approval is required and over which we have no control in the event of a rejection or unfavourable outcome. For continuing, ongoing or post-incorporation services, you will have the right to cancel only up until the time we commence the particular service; after which time there shall be no refund.
2. Your Right To Terminate
Unless you are terminating because the company is being struck off by the Registrar of Companies, you will need to notify us of the new registered office, new services addresses for the directors, and the details of the new company secretary if you have one. There is an administration charge of £10+VAT for making these changes.
Whenever you stop using our services, you will not be entitled to any refund.
“you” means the person purchasing these services. “your” has a corresponding meaning.”We” means Mediterranean Corporate Services Ltd. “Us” and “our” have corresponding meanings. Where you or the company gives us particular authority, “we”, “us” and “our” also extend to other people or companies we reasonably designate. For example, company secretarial services may be provided by Mediterranean Corporate Secretaries Limited. “The Agreement” means the agreement which is constituted when you order our services, which incorporates all the terms appearing in this document. “The company” means the limited liability company which we will incorporate on your behalf in providing the services. “The services” means the services which you opt to take up in your order.
4. Our commitment to you
We will use all reasonable care and skill in providing the services to you. Any physical goods we supply to you will be of satisfactory quality. You must let us know within seven days of receipt of good or services of any defects.
5. You act as principal
In ordering the services, you act as principal and not as an agent for the company. For ongoing services, you may request that we provide invoices to the company rather than yourself, but even if you do this you will still be personally responsible.
6. Legal purposes
You must not use the company, or any services we provide, for any illegal or immoral purpose, or try to put anything illegal or immoral on its website. You must also make sure that all necessary legal documents, such as tax returns, company annual returns, accounts etc., are filed accurately and on time. We are only responsible for filings with the Registrar of Companies as set out in below under “Mediterranean Corporate Services, Ltd. Company Secretary Service” (and then only if you have opted to take that service).
You are responsible for ensuring that the companies and licenses you obtain from us (specifically the Independent Insurance Agent’s License) are operated in compliance with all local laws and legal requirements of the jurisdiction(s) from which you choose to operate them. You are responsible for obtaining any additional local permissions, occupational licenses and meet any other requirements required in your specific jurisdiction.All banking entities conveyed hereunder are subject to the laws, regulations and directives of the Business Enterprise Zone of The Gambia and buyers of such entities hereby accept the BEZ as their regulatory authority in all matters relating to their licensing, operations and transactions and activities. Any disputes will be referred to the BEZ’s Arbitration Authority, whose rulings shall be final and accepted by both parties to any dispute involving legal entities licensed by the BEZ.
7. No legal or financial advice
This web site contains general comments on legal and financial matters, and is not advice to you specifically. Therefore, in some cases, our comments may not be appropriate to your particular situation and is not a substitute for professional advice. We shall not be held liable for any losses which you may incur as a result of reliance on any information contained in this website or any other representations, whether oral or written which we may make to you.
Whatever legal or financial advice is provided to you by third parties, including solicitors or accountants we introduce to you, is the responsibility of the person giving the advice, and we are not responsible for it.
You should also understand that we completely rely on you for ongoing information about the company’s affairs. Therefore we can have no responsibility for problems caused by the information being inaccurate or incomplete.
Mediterranean Corporate Services, Ltd. continues its efforts to assist all customers and business partners to enforce compliance with US tax laws, as they may be applicable, although it has always refrained from providing, and will continue thus, any advice, including tax advice, on US related matters. Should you require assistance, please do not hesitate to liaise with your consultant, who will arrange for the necessary assistance in order to endorse tax compliance.
8. Choice of company name
You are solely responsible for the choice of the company’s name, even if we have advised you in choosing it. We will not be responsible if the Registrar of Companies declines to register your company, or if the registrar declines to register your domain name, or if their use infringes a third party trademark, or if the company is later obliged to change its name. If you fail to provide 2nd and 3rd name choices and your 1st company name choice name is not available, we shall have the right to incorporate your company with a name as similar as possible to your 1st choice as is allowable.
9. Company will not have traded
We warrant that at the time we supply the company to you, it will be completely clean, will not have traded nor incurred any liabilities whatsoever.
10. Company’s authority to us
The nature of some of our services is that we provide them directly to the company. You agree that we are authorised to do so. You also represent and warrant to us that any director of the company whose details you give us has both agreed to be a director, and agrees with this authority. You must obtain for us any extra authority from the company that we reasonably ask for to provide the services.
In particular, you agree that we have the company’s authority to perform the normal duties of a company secretary and/or any other offices or functions delegated to us and our affiliated or subsidiary companies.
11. Times are estimates
While we try to deliver the services and goods to you as quickly as possible, all times for providing the services are estimates. We will not be responsible for delays beyond our reasonable control, such as:
delays in processing applications by the Registrar of Companies or other third party providers of services; oracts of God, acts of government, fire, flood, earthquake, war, riots or embargoes, strikes or other labour difficulties, inability to obtain supplies, or other matters beyond our reasonable control.
12. Anti-money laundering
Before you can use the Company Director or Secretary Service or the Registered Office Service, you must provide us with some information and documentation to enable us to meet our requirements under the existing anti-money laundering legislation. This is normal practice for these kinds of services. We will let you know what we need, and you agree to provide it. If we need any further information in the future, you agree to provide us with that also.You will not be able to access your services until we have received these documents from you.
13. Company Director and Secretary Service
We will subscribe the Memorandum & Articles of Association as first subscriber/director for an initial period of three (3) months from the date of incorporation. After that, it may be renewed month by month by payment in advance, on whatever terms and whatever price is then in force.
Our service includes preparing and filing the normal documents which need to be filed with the Registrar of Companies in that period, keeping the statutory registers up to date and issuing share certificates. You must appoint your own directors, shareholders and any other legally required officers after the initial three-month period and you will be responsible to communicate the new directors’ and shareholders’ names, addresses and ID documents to us. Unless you have retained us under a separate written agreement to continue as your nominee directors and/or shareholders, said initial directors and shareholders we provide for incorporation purposes will be deemed to have resigned and resignation to have been accepted by you as beneficial owner of the company as of the expiry of three (3) months after the date of incorporation.
When you make changes to your company details, we file them with the Registrar of Companies.
All of the information available on our web site is stored on the basis of information you supply, and you will be solely responsible if any of this information is inaccurate or incomplete.
IMPORTANT : YOU MUST TELL US PROMPTLY OF ANYTHING WHICH NEEDS TO BE RECORDED OR FILED, even if the company does it itself or has a third party do it. This includes share transfers, changes in directors, changes in their details, new shares being issued, or the company granting a charge or mortgage over its property. You must also provide us with a copy of all minutes of meetings, written resolutions or resolutions of directors.
The service does NOT INCLUDE preparing or filing the company’s accounts. It also does not include any other taxes, charges or fees on filing documents, such as stamp duty. You will be responsible for those items.
The service is intended as a service to normal private limited companies, and is therefore subject to our fair use policy. Our current fair use policy on this service is that if you have more than 12 items per year, we reserve the right to charge in line with our then-current rates, or terminate the service, without any compensation. An “item” includes one document for filing, or one share transfer or issue (regardless of the number of shares actually transferred or issued). We may change our fair use policy by sending you notice by e-mail or posting it on this page.
You and the company authorise us to make any necessary filings with theRegistrar of Companies or any other authorities.
14. Registered Office
We will provide the Registered Office Service for a period of one (1) year from the date of incorporation. After that, the service may be renewed by payment in advance on whatever terms and whatever price is then in force. We will supply you with the registered address at the time of incorporation. We will be responsible for complying with the legal rules relating to the registered office of limited companies.
As noted above, you will not be able to use the Registered Office Service until you have cleared our anti-money laundering checks.
The Registered Office Service is NOT a mail forwarding service and does not entitle you to use our offices as a commercial address. Therefore we will forward official correspondence relating to the company only (that is to say correspondence from government agencies, courts and official service of proceedings) post to you by email only at whatever email address you specify.
In both cases, you agree to pay the postage when we request. There is also a small per item handling charge for the mail forwarding service. This will be charged at whatever rate is then in force, currently 75p per item. You agree to pay us a deposit for postage and/or handling charges, or top it up, if we request, and we may suspend the service until you do.
You agree that we have the right to change the registered office at any time; we will try to give you as much notice as we can.
If someone exercises his/her right to inspect the registers, the company may be legally entitled to charge that person a small fee. You agree that the decision whether or not to charge is entirely for us, and we may keep any fees if we do.
15. Nominee Shareholder Service
Use of the Nominee Shareholder Service is subject to the beneficial owner of the shares executing a deed containing the terms and conditions of that service.
16. Termination by us
We may terminate the Agreement and stop providing you with any services immediately if you breach the agreement in any way, or if you or the company are insolvent. “Insolvent” means being unable to pay debts as they fall due, or proceedings being filed for liquidation, administration, administrative receivership, bankruptcy, trusteeship or any similar process, or being struck off the company register, or an encumbrancer taking possession of any assets.
In particular, we may terminate the Agreement and stop the services if you do not provide us with the anti-money laundering information and documents within two weeks of your company being formed, or if your subscription payments to us are cancelled, declined or reversed at any time.
You will not be entitled to any refund on termination.
We may also terminate the services by giving you written notice of at least one month. We may either provide the services until the end of a period for which you have paid us, or give you a proportionate refund.
17. What happens after termination
On any termination (whether it is you or us who terminate), we will provide you with the option to transfer the registered office and services addresses for the directors to whatever addresses you choose, and also to provide the details of the new company secretary if you have one. As noted above, there is an administration charge of £10+VAT for making these changes. If you choose not to pay the administration charge, we may resign as company secretary, transfer the registered office to any address you give us and re-list the company directors’ service addresses as their home addresses.
18. Limitations of our liability
You agree to indemnify us and hold us harmless against all claims, costs, liabilities, damages and expenses which we may incur, including reasonable lawyers’ fees, as a result of a breach of the Agreement by you or the company, or as a result of us having incomplete or inaccurate information about the company. In all cases whatsoever, our liability is limited to 100% of the total amount you have actually paid us for the services in relation to the company in question.
We will not be liable under any circumstances for any incidental, consequential, special or punitive damages, or loss of profits, whatsoever.
20. Miscellaneous clauses
The services are only available to people of 18 or over, and all company directors, secretaries and shareholders must be 18 or over.
You must provide us with a contact address, email and telephone number. We may need some additional anti-money laundering information and you agree to provide the same, otherwise we may not be able to render the services and products you require. In such cases, no refunds may be made whether or not we are able to complete the service or provide the product in question.
Apart from these limitations, we will never discriminate on the basis of age, sex, race, nationality, disability or sexual orientation. We may, however, decline to provide the services to you for any other reason or without giving a reason.
In these terms and conditions, the singular includes the plural and vice versa, words such as “includes” and “in particular” are to be construed without limitation, and section headings are irrelevant to interpretation.
If you are late (or the company is late) with any payment, we may charge interest at NatWest Bank plc.’s base rate plus 6%, or the highest rate legally allowed if it is lower, compounded monthly and due on demand. We may also suspend or terminate the provision of services, and/or make an administration charge in line with our rates from time to time. At present this is £25+VAT for a returned cheque or unwarranted credit card chargeback or £15+VAT for other late payments. You also agree to be responsible for any fees and costs incurred in collecting debts, including fees of debt collection agencies and court fees. This is in addition to any other right we may have, such as termination.
In the event that we permit partial or installment payment(s) for the formation of a corporate entity or any other service or product and you fail to follow through with all agreed payments within seven (7) days of the due date, any corporate entities so created by us on account shall remain the full and complete property of Mediterranean Corporate Services Ltd. and no refunds of any payments shall be due and any such deposits and previous installment payment(s) shall be forfeited in full.
With regards to the sale of banks which are termed “as is”, this means that MBS, its partners and associates have made every effort possible through all means available to ensure that all information at the time brokerage of a corporate institution is undertaken that all information is adequate and correct and checks out to the best of their knowledge, belief and ability. However, MBS, the Company, cannot guarantee the correctness of the information due to the fact that the many items that compose bank packages begin and end at different dates, have different conditions and du to the fact that some information is not readily accessible and thus the buyer of as is banks must ascertain that their bank package is in all ways good, and legally sufficient for the purposes of their purchase. The company cannot take any further responsibility after the sale of the institution and the buyer accepts such responsibility for further research and acceptance of the institution being purchased.
You and we agree, at the other’s request, to execute any other deeds or documents reasonably necessary to give full effect to the Agreement. Regarding sales of ready-made or “off-the-shelf” companies, all such sales are “as is” and there shall be no refunds after shares are transferred to customer and clients waive any rights against us thereafter. When buying such off-the-shelf companies, the buyer hereby accepts the sufficiency of all legal documents pertaining to the company and hereby represents to us that he/she is satisfied with the sufficiency, quality, nature, and all details of such companies together with any and all licenses, franchises and memberships they may entail or may have been sold to the client as part of a package in conjunction with such bodies corporate and represents to us that he/she is satisfied as to the sufficiency and quality of the jurisdiction(s) where such companies are registered. Sales are not contingent on the purchased corporate entity receiving any further licenses, franchises, memberships, partnerships or any other entitlements as a result of purchasing the company from us; such as but not limited to Swift, Visa/MC, Amexco, professional associations, etc. as decisions for memberships by such third party organisations are not within our control and vary from time to time. While every effort is made to accurately describe items and services being sold, verbal and written representations may not be relied upon to determine the quality and sufficiency of the same for client’s own purposes. In the case of Gambian corporate entities being formed or sold off-the-shelf, the applicable law governing the relations and any contract between the you and our company, whether written, verbal or implied, will be governed by the laws of the Republic of The Gambia.
It is the sole duty and responsibility of the customer to ensure that in addition to any company charters and documents supplied by us, that they are in possession of any and all other permits, licenses, approvals, registrations and documentation needed to carry out their intended businesses in all jurisdictions where they intend to carry on business, including the jurisdiction of incorporation.
for this extra service.
SWIFT For swift services, the institution that will be receiving the said swift services will need to execute an agreement with the provider or the correspondent bank which will act as Provider of the swift connectivity service(s) and our inclusive swift service portion covers only the first year annual service fee. The agreement for payment per SWIFT messages shall be an agreement between the SWIFT service Provider and the individual bank and the individual bank shall be liable for whatever charges are agreed with the SWIFT provider. Any other charges by the swift organisation and/or its provider(s), affiliate(s), licensee(s), co-provider(s) and similar partners also accrue to the client and are not included in any of our packages. Our fee is only for processing applications with said providers and providing a mutually acceptable agreement for service between the two parties. Should said agreement not materialise after negotiations, MBS shall not be deemed responsible for failure for both parties to agree and shall be entitled to its full fee hereunder. If no agreement is reach, MBS has the option to refund the client for funds in its sole discretion. We provide a SWIFT fact sheet (as up to date as possible but without any liability for the accuracy thereof due to the possible rapid evolution of events in any particular field with SWIFT as is most often apt to happen) which describes the different options and levels of SWIFT services available to clients. Please note that the swift option which we provide as part of our advertised bank packages is option two (2) which does not include a unique, dedicated SWIFT BIC code and it operates as a pooled service with other transmitters in order to save you costs. If you wish for your bank or organisation to be upgraded to option one (1) or otherwise acquire a unique SWIFT BIC code individual to your bank or organisation this may be done at your request based on the payment of a supplemental charge for this extra service. For option two (2), our firm provides assignment of a contract with the SWIFT-providing intermediary for provision of SWIFT services with a unique sub-SWIFT BIC code/number which we legally novate/assign to the customer’s purchased bank upon customer’s purchase of the SWIFT option two (2) or purchase of a bank package containing option two (2) SWIFT service, in which cases customer assumes all rights, benefits and responsibilities in the contract for SWIFT services as we would have under the contract with the SWIFT Provider. By purchasing packages including option two (2) SWIFT services or purchasing these independently, customers do warrant to us their knowledge of and agreement to assume and accept the assignment of such service contracts, for their banks and corporate entities and customers warrant to us that they accept the terms, conditions, as well as sufficiency of those service contracts and levels of service provided thereunder without need for any further written or oral agreements and approvals from them. In the case where a client purchases an existing banking or other entity, he/she hereby assumes full knowing acceptance and liability of the quality, sufficiency, limitations (if any) of the SWIFT services which the existing entity has already contracted for and are being passed on to the purchaser and accepts the same, waving all rights of rebuttal, refusal or other protest thereunder and acknowledges that such contacts between the entities they are purchasing and the SWIFT provider was made before the time of their purchase and at the best and optimum conditions which could be negotiated with the SWIFT Provider at the time the SWIFT service was acquired by the said entity. The purchaser shall have no right of redress against MBS, and/or any co-vendor for the existing terms negotiated with the provider and accepts the same and accepts the current SWIFT available as fully acceptable. Where SWIFT services are provided as part of a package, purchaser understands it is contingent upon approval of the SWIFT Organisation and shall hold the Company harmless in the event purchaser does not meet qualifications and/or the event that, for whatever reason, SWIFT decides to modify, alter, substitute, defer, demour, withhold or otherwise change their terms of service. MBS provides information in the most timely way possible available at time of purchase.
21. Governing law and jurisdiction
The Agreement between us and the customer will be governed by the laws of the Gambia Business Enterprise Zone. To avoid costly litigation, in the event of any dispute arising our of the provision of our services or products, we and you agree to submit all disputes to binding arbitration of the Panel of Arbitration of the Gambia Business Enterprise Zone and agree to be bound by its decisions.
In the current state of flux of the worldwide offshore banking market due to Covid, to assist our customers, we offer and provide a number of services by third party suppliers which require a contract or letter of agreement between the client and actual supplier. In such cases, we bear no liability for actions, actions, errors, omissions or other faults on the part of such third party, independent operators. Whether included in our packages or not, services of such are accepted by our clients under such provision. The contracts, letters of agreement or similar instruments are solely the responsibility between the third party provider and the client and our firm shall bear no responsibility.