Applicability of Terms
Terms and Conditions of Business
Definitions and Interpretation
In these Terms and Conditions:
"Agreement" refers to the contract between RIDC ("we", "us", or "our") and the Client, of which these Terms and Conditions form an integral part.
“Client” refers to the applicant whose name and address are stated in this form (and where there is more than one applicant, each shall be a Client on a joint and several liability basis).
“Company” refers to any one or more entities for which RIDC provides services at the client’s request.
“Services” means any company formation, management, administration, business consulting, strategic facilitation, education and training programmes, custom software development, customer service outsourcing (including inbound and outbound sales support), IT and technical support, research, surveys, data collection and analysis, corporate governance services, and any other services provided by RIDC, whether described on the RIDC website or otherwise agreed with the client.
“RIDC” ("we," "us," or "our") refers to the RIDC company identified on the front of this form and includes any member or associated entity within the RIDC Group—whether as a subsidiary, holding company, joint venture, franchisee, or in any other capacity—and any employee, agent, director, or representative thereof providing services pursuant to this agreement.
Words importing one gender include all other genders, and words importing the singular include the plural and vice versa.
Fees and Services
The client agrees to pay the fees charged by RIDC for the provision of services and any third-party disbursements incurred by RIDC in connection with those services. This includes annually recurring fees billed at the prevailing rates of RIDC and fixed fees, as applicable. Services will commence only upon receipt of the required payment.
Although efforts are made to maintain consistent fees, RIDC reserves the right to increase annual fees with a minimum of 30 days’ written notice before providing the relevant services. Any additional work shall be billed based on time spent at the current hourly rate.
Fees are payable immediately upon invoice. If payment is not received within 30 days, RIDC may charge interest at 4% per annum above the prevailing best lending rate of a recognised bank in the relevant currency.
If any invoice remains unpaid, the Client authorises RIDC to deduct outstanding amounts from any funds or assets under its control in which the Client or Company has a legal or beneficial interest. RIDC shall retain a lien over any documents, books, or assets belonging to the client or company in its possession until all dues are cleared.
Should invoices remain unpaid, RIDC may engage a debt collection service, and the Client shall bear all associated costs.
Late or non-payment of fees may result in the company being in default of its statutory obligations and potentially struck off from the register of companies. The client remains liable for all continuing services, government fees, penalties, and third-party disbursements until dissolution.
If the Client no longer requires services from RIDC, written notice must be given within 30 days of the invoice date for annual services; otherwise, full payment remains due.
Services are provided on an annual basis unless otherwise agreed in writing. RIDC does not pay interest on any funds held on behalf of the client.
A termination fee of not less than £500 / US$800 shall apply upon cessation of services, whether due to liquidation, transfer of management, or otherwise. Additional fees may apply for related documentation, administrative time, and third-party disbursements.
RIDC reserves the right to refuse or discontinue Services at its sole discretion without providing reasons.
Officers
Where RIDC provides directors, company secretaries, or registered agents (“Officers”) for a Company:
Officers may consult with the client but are under no obligation to act in a manner they deem dishonest, illegal, or improper.
RIDC will replace officers upon written request from the majority beneficial owners of the company.
The client acknowledges that RIDC provides officers to multiple companies and consents to such arrangements even where potential conflicts exist.
The Client shall indemnify the Officers against any claims, losses, or expenses incurred in the performance of their duties, except where personal dishonesty is proven.
If statutory compliance depends on timely payment or information, and the client fails to provide either, officers may resign. The Client irrevocably appoints RIDC as attorney to appoint the Client as an officer in their place.
No contract may be concluded on behalf of the company without written authorisation from its directors.
Confidentiality
All confidential information shall be kept secure by RIDC. However, unless instructed otherwise, RIDC may share information with advisers, financial institutions, or authorities where appropriate or legally required.
RIDC may disclose information to its regulators or insurers if circumstances could give rise to a claim. The client authorises RIDC to share relevant data with associated companies, regulators, or banks as necessary for providing services.
Other Provisions
For the purposes of FATCA or its equivalent legislation, RIDC may act as the sponsoring entity to perform due diligence and reporting obligations if requested.
The client must keep RIDC informed of any changes to their contact details or tax residency within 14 days.
All instructions should be in writing. RIDC may, at its discretion, act on verbal or electronic instructions but shall not be liable for any misunderstanding arising therefrom.
All communications sent to the client’s registered email address shall be deemed received upon dispatch. If postal communication is requested, delivery shall be deemed effective seven (7) days after posting. Proof of postage is not required.
RIDC and its officers will exercise reasonable care and diligence. However, RIDC shall not be liable for:
Losses unforeseeable at the time the Agreement was made;
Indirect or consequential losses (including loss of profit, opportunity, or goodwill);
Actions or omissions of third parties;
Losses resulting from incomplete, false, or misleading information provided by the Client;
Any limitation on RIDC’s liability as set out herein;
Non-receipt of client instructions.
RIDC’s total liability shall not exceed the amount invoiced for annual services, except in cases of fraud, wilful misconduct, or gross negligence.
RIDC may retain commissions or incentives from third parties introduced through its services, and such commissions shall not offset Client obligations.
The client shall indemnify RIDC against all claims, costs, and consequences arising from:
(i) actions taken or not taken under this Agreement;
(ii) the provision of Officers, registered office, or other Services;
(iii) the appointment of nominee shareholders or representatives.
Information provided in RIDC’s materials is for general guidance only and does not constitute legal advice. Clients should seek independent advice and not rely solely on RIDC’s materials or representations.
Upon request, the client must provide RIDC with background, source of funds, and business details to satisfy due diligence requirements and must update any changes promptly.
Mail received by RIDC on behalf of a client may be opened as required by law or best practice.
RIDC maintains an internal complaints procedure available upon request.
No use of RIDC’s name, opinions, or recommendations in public or financial documents is permitted without written consent.
RIDC reserves the right to amend these terms with prior reasonable notice to the client.
This Agreement represents the entire understanding between the parties. It is governed by the laws of the jurisdiction where the RIDC entity on the front of this form is incorporated. Proceedings may be brought in any competent court, and RIDC retains the right to initiate action in any jurisdiction it deems appropriate.
