1. Definitions 1.1. " PIRINEU ADMINISTRATIVE SERVEI, SLU"
means a multi-jurisdiction marketing sign of the company registered in Andorra at Office N 23, Av. Meritxell 72, AD500, Andorra la Vella, PRINCIPADO DE ANDORRA, website https://andorrapro.com/
and its subsidiary companies, offering services related to incorporation of companies and trust management of the property. 1.2. " PIRINEU "
means PIRINEU ADMINISTRATIVE SERVEI, SLU and its associates, and this definition also includes its successors, acting on its own behalf or as agents of ANDORUM (as hereinafter defined) and the employees thereof and any company directly or indirectly controlled by them, or any director or employee thereof (the definition above also includes any of the above individuals or organizations). 1.3. "Employees of PIRINEU"
mean any person, firm or company appointed by PIRINEU, and that from time to time may be appointed as director, acting director, secretary, assistant secretary, manager, partner, accountant, tax agent, the value added tax agent, trustee, protector, bank account operator, other officer, administrator, registered agent, grantor of a registered office for the provision of legal service or registered shareholder of the Legal entity (as defined below) and employees thereof and any company directly or indirectly controlled by them, or any director or employee thereof (the definition above also includes any of the above individuals or organizations). 1.4. "Legal entity"
means a company, trust, association or other legal entity or structure, organized and / or managed by PIRINEU on behalf of Customers (as defined below). 1.5. "Services"
mean provision of following services by PIRINEU:
- Registration and service of companies in different jurisdictions;
- Legalization of documents;
- Intermediary in providing Nominal service (nominee);
- Incorporation and service of holding companies;
- Registration and service of funds;
- Asset protection and estate planning;
- Preparation and opening of bank accounts;
- Relocation programs assistance;
- Consulting and administrative support;
- Marketing services;
- IT private cloud services and IT consulting. 1.6. "Customers"
mean in the case of a trust or fund the founder of trust or the fund, and in the case of a company or other legal entity the beneficial owner or owners of the Entity, and this definition includes in respect of individuals also their heirs, personal representatives and appointed officials, and in respect of several persons means such persons together or separately, as well as their successors and accordingly their heirs, personal representatives and appointees. 1.7. "Appointees"
mean any person who is not an officer of PIRINEU and which may from time to time be nominated or appointed to act as an Agent (as defined below), director, acting director, secretary, assistant secretary, manager, partner, trustee, protector, beneficiary, bank account operator, other officer, person issuing the power of attorney, administrator, registered agent, grantor of registered office for provision of legal services, or registered shareholder of the Legal entity (the definition above also includes any of the above individuals or organizations). 1.8. "Agent"
means a person who may be authorized in writing by the Customer to issue requests or orders of PIRINEU or accept services and notifications from PIRINEU in relation to the Entity. 1.9. "Terms of Business"
mean these Terms of Business or new Terms of business published from time to time on the website of PIRINEU ADMINISTRATIVE SERVEI, SLU (https://andorrapro.com/
) and include other conditions that PIRINEU recommend its Customers or Appointees, or published on the website. These Terms of Business apply to all Customers PIRINEU and Appointees. 2. Ineligible activities and activities requiring prior approval 2.1. "Illegal activity"
means any activity that in any part of the world is considered to be illegal or criminal, and without prejudice to the generality of the provisions above, includes activities related to terrorism, drug trafficking, money laundering, criminal offenses or trade with countries embargoed by State of Israel, the United States, the countries of the European Union, the Russian Federation, Belarus and Ukraine. 2.2. "Prohibited Person"
means persons: 2.2.1.
prohibited under the laws of any country, for any reason, or persons who are recognized by the law as incapable or ineligible to act as a party to contractual agreements; 2.2.2.
in respect of which is proven fraud or fraudulent activity or dishonesty in any civil proceedings; 2.2.3.
resident in countries which are objects of international restrictions or embargoes, including, without prejudice to the generality of the foregoing, restrictions and embargoes imposed by the State of Israel, the United States and the countries of the European Union; 2.3. "Prohibited Activities"
means any activity that is not approved or not acceptable to PIRINEU, which, without violating the generality of the above, includes activities related to the following: 2.3.1.
arms and ammunition; 2.3.2.
activities of mercenaries or contracted soldiers; 2.3.3.
safety and riot control equipment, such as stun guns, electronic means of suppression, CS gas or other similar materials, pepper sprays or any other device that could lead to human rights abuse or used for torture or other prohibited acts; 2.3.4.
dangerous or hazardous biological, chemical, or fissionable material, including equipment or machinery for manufacture or handling of such materials, and transportation, handling, disposal or dumping of such materials; 2.3.5.
human and animal organs, including blood and plasma; 2.3.6.
abuse of animals, vivisection or use of animals in scientific research or testing of drugs; 2.3.7.
genetic material; 2.3.8.
granting degrees or qualifications; 2.3.10.
offer or provision of legal and tax advice by individuals who do not have the necessary qualifications or license for this activity, when such is required; 2.3.11.
provision of property trust services or services relating to administration or management of trusts, companies or any service or activity that can compete with PIRINEU; 2.3.12.
activities, damaging reputation of PIRINEU or country or incorporation or organization of Legal entity. 2.4. "Activities requiring prior approval" mean: 2.4.1.
financial activity, including: fundraising from population, offering advice on investing to public, insurance business, management and administration of collective investment schemes, investment management excluding cases when the funds are managed by corporate ownership; 2.4.2.
any activity relating to provision of financial services or any other activities for which a license is required in any jurisdiction; 2.4.3.
gambling or lottery. 2.4.4.
Selling technologies and dual use goods to Russian Federation, which can be used for military purposes, and selling technologies to Russian Federation, which might be used for oil exploration and production 2.4.5.
Services related to the deep water exploration and production, artic oil exploration and production or shale oil projects in Russia 2.4.6.
Financing and providing related services to the sale of all sorts of arms and ammunition to the customers in Russian Federation 2.5.
If any Customer or Appointee is, or becomes Prohibited person, or conducts illegal activities, or if the Legal entity is engaged in illegal activity or Unauthorized activities or undertake Activities requiring prior approval without the prior written consent of PIRINEU, PIRINEU may, at its discretion immediately terminate services or take any action specified in Section 6.5 of this document. 3. Warranties 3.1.
Customers hereby undertake and guarantee to PIRINEU that: 3.1.1.
they have every legal right to enter into contractual relations with PIRINEU in accordance with these Terms of Business, as well as for acquisition of the Legal entity and acceptance of Service; 3.1.2.
if the Legal entity is not a trust or a foundation, they are the sole beneficial owners of Legal entity or represent the beneficial owner, duly indicated by the Customers, if they act or will act in a fiduciary capacity or as a professional intermediary for any person, firm or company related to the Entity. 3.2.
Customers hereby undertake and guarantee to PIRINEU that: 3.2.1.
they will meet the Terms of Business of PIRINEU; 3.2.2.
Appointees understand the legal obligations and responsibilities imposed by these Terms of business and that they will provide, at the request of PIRINEU, the entry of such persons in direct contractual relationship with PIRINEU, agreeing to comply with these Terms and Conditions; 3.2.3.
they have taken appropriate tax and legal advice for the establishment, acquisition and operation of the Entity; 3.2.4.
they agree that PIRINEU may (but not in any way obliged to) rely on correspondence received from the Customer or the Customers' Appointees in determining the measures to be taken by PIRINEU to administer the Entity and providing the Services; 3.2.5.
they will produce the full payment of personal or corporate taxes to be paid as a result of incorporation or operation of the Entity. 4. Release from liability
Customers jointly and severally (on their own behalf and on behalf of the Customers' Appointees) agree with PIRINEU and the Legal Entity, and, if necessary, provide a legal agreement between the Legal entity and PIRINEU that they at all times release PIRINEU from liability: 4.1.
against all actions, suits, procedures, claims, demands, costs, payment and liabilities (including legal fees) which may arise or be imposed, commenced or will threaten PIRINEU in connection with or by reason of the activities of the Entity or the provision of Services; 4.2.
in respect of all acts or omissions of PIRINEU This provision does not apply to liability for death or personal injury that resulted from the negligence of PIRINEU, or any liability which may occur as a result of fraud on the part of PIRINEU; 4.3.
in respect of any damages or losses incurred as a result of the use of facsimile or electronic mail, including the use of unencrypted e-mail, frustrated or incomplete transmission, interference, and disclosure of confidential information as a result of the impact of viruses or otherwise; 4.4.
in respect of any fines, fees, amounts and other liabilities Customers and / or the Customers' Appointees and / or the Entity and / or the Services. 5. No liability for loss
PIRINEU expressly disclaims any liability to Customers, Appointees, the Legal entity and any third parties associated with them, for any damage or loss suffered as a result of the establishment, acquisition or operation of the Legal Entity by Customers, Appointees customers, Legal entity, other persons and / or provision of Services to them. 6. Inquiries and orders 6.1.
Customers on their own behalf and on behalf of the Customers' Appointees and the Legal entity agree to provide all requests and orders to PIRINEU in writing by mail or email. PIRINEU shall only consider such requests and orders that have been signed by all Customers or the Managing Agent. 6.2.
Customers acknowledge that PIRINEU is bound with regulatory and other obligations under the laws and regulations of the jurisdiction in which the provision of the Services is taking place, the jurisdiction of incorporation and organization of Legal entity and / or the jurisdiction in which the Legal entity operates, and agree that all actions taken by PIRINEU or officers of PIRINEU to ensure compliance with laws and regulations, does not constitute a violation of the obligations hereunder by PIRINEU or officials of PIRINEU. 6.3.
PIRINEU is not required to take any action which it considers unlawful or inappropriate or detrimental to PIRINEU, PIRINEU Officials or Legal entity. 6.4.
If this is permitted under these Terms of Business or if PIRINEU requests orders from Customers or the Customers' Appointees and the said order is not received within 30 days from the date of request, or if the urgency of the matter requires action in shorter time, PIRINEU may
immediately and without any liability to Customers, Appointees or Legal entity, take no further steps in relation to that matter or to take decisions which PIRINEU considers appropriate in its sole discretion or as a result of consultation. 6.5.
Customers irrevocably agree that if the Legal entity is a limited liability company and officials of PIRINEU are members or officers of that company, or the Legal entity is an association and officials of PIRINEU are the founders of that association, or the Legal entity is a trust, and Officials of PIRINEU are trust managers or protectors of that trust, PIRINEU can without obligation to notify Customers or the Customers' Appointees, take such steps as it deems necessary in its sole discretion, which shall, without prejudice to the generality of the foregoing, include suspension, dismissal or liquidation of the Legal entity, or dismissal of any and all officers of PIRINEU; or transfer any and all shares, capital or assets or liabilities of the Entity in the name of the Customers or appoint Customers as directors, officers, managers, advocates, or managers of the trust of Legal entity, or to take measures which PIRINEU considers necessary in its sole discretion or after consultation. 7. Payment 7.1.
If a Legal entity is not a trust or a fund, the ownership of the Legal entity shall not pass to the Customers until full payment of all amounts, including state fees and taxes, in favor of PIRINEU. 7.2.
PIRINEU does not provide services until the full payment of all principal amount and interest in relation to the Entity or the Services. 7.3.
Customers hereby irrevocably authorize PIRINEU to withdraw from any sums held in accounts managed by PIRINEU or otherwise owned by PIRINEU, on behalf of the Customer and / or the Entity any funds necessary for any payments and expenses, including state fees, payments, taxes and fines payable to PIRINEU or legal person or in their favor. 7.4.
If any amounts for Services remain unpaid for more than 90 days, PIRINEU may at its discretion immediately terminate the Services and / or to withhold the payment from any assets of the Legal entity and / or Customers. In this case, PIRINEU reserves the right to consider these Terms of Business terminated without further obligation, except the continuing warranties or obligations of Customers or the Customers' Appointees, and to act in accordance with Paragraph 6.4 of these Terms of Business. 7.5.
Unless otherwise agreed in writing with Customers, PIRINEU does not pay interest on the funds which PIRINEU manages on behalf of the Legal entity and / or Customers, and / or the Customers' Appointees. 7.6.
PIRINEU and associated companies, their officers, agents, and employees are entitled to receive commission and remuneration paid or payable to PIRINEU, regardless of whether such payments were direct or indirect result of the Services of PIRINEU, or otherwise in relation to the Legal entity. 7.7.
If PIRINEU is unable to provide services, or if the Customers inform PIRINEU, that they no longer need a Legal entity, the Customers are required to pay to PIRINEU all amounts and expenses incurred by PIRINEU in respect of the suspension of activities, dissolution or liquidation of the Legal entity (including minimum fee of PIRINEU for transfer or termination of operations). 7.8.
If Customers require PIRINEU to transfer control or administration of the Legal Entity, or if PIRINEU require Customers to transfer the management or administration of the Legal Entity to another agent or corporate services representative, PIRINEU is not obliged to transfer the Legal entity until full payment of all additional expenses (including public fees, taxes, and remunerations to third parties, as well as fee of PIRINEU for transfer or termination of operations). 7.9.
If Customers pay invoices or requests for payment of PIRINEU partially, PIRINEU reserves the right to deduct the money first in payment for their professional services, and only then as a payment of any state fees, charges, taxes or payments to third parties. 8. Confidentiality and data protection 8.1.
PIRINEU is committed to the Customers that if the Customers, Appointees or Legal entity provide confidential information to PIRINEU, PIRINEU will use all possible means to keep such information confidential. PIRINEU in accordance with its statutory obligations undertakes to protect personal information and personal data from unauthorized admission, use or disclosure. 8.2.
In the course of provision of Services PIRINEU collects personal information and personal data concerning Customers, Appointees and Legal entities, and uses such personal information and personal data for support and assistance in the provision of the Services. 8.3.
PIRINEU, being regulated within the framework of Law 14/2017 on the Prevention and Fight against Money Laundering and Terrorist Financing, has certain obligations under existing EU and Andorra laws for obtaining, recording and processing documents, information and personal data of its Customers 8.4.
PIRINEU undertakes to process and record data of the Customers obtained in the course of providing the Services in accordance with Regulation (EU) 2016/679 and within the framework of Prevention and Suppression of Money Laundering and Terrorist Financing Law as set out in EU and Andorra laws 8.5.
PIRINEU reserves the right to treat the obligations of confidentiality and privacy, as set out in Paragraphs 8.1 and 8.2, as non-applicable to a particular case and may disclose such confidential or proprietary information and personal information of the Customer when it should do so in accordance with the law and it will not be disclosed to any other organizations for any other purpose other than in relation to cases of suspected money laundering and/or terrorist financing. 8.6.
Except in cases where such is permitted by these Terms of business, any personal information and data collected may be used only for this purpose and will never be sold, pledged, given on lease or otherwise distributed outside of PIRINEU. 8.7.
Any report, letter, information or advice that PIRINEU provides to Customers, Appointees or Legal entity, is given in trust, with the sole purpose of ensuring provision of Services, and is given on condition that neither the Customer nor the Appointee or Legal entity shall disclose such confidential and other information received from PIRINEU to third parties other than their own lawyers or accountants or professional advisers without prior written permission of PIRINEU. 8.8.
Notwithstanding any of the provisions of the present PIRINEU has the right and hereby irrevocably authorized to open, read and copy of all correspondence, letters and other documents received by PIRINEU for ensuring provision of Services or the Legal entity, the Customers or the Appointees. 8.9.
PIRINEU will store the documents, information and personal data of the Customer for the duration the Services and for 5 (five) years after the Services have been terminated. PIRINEU undertakes to erase the documents, information and personal data of the Customer after expiry of that 5-year period. 9. Suspension and termination of services 9.1.
PIRINEU has the right by written notice to terminate the provision of Services in the following cases: 9.1.1.
if Customers or Appointees in the opinion of PIRINEU does not fully comply with these Terms of business; 9.1.2.
in case of death of the Customers, including in the case of the existence of joint persons, the death of any person, and when Customers did not provide an adequate distribution of assignments and duties of the Legal entity; 9.1.3.
in the event of any legal action or proceedings against the Legal entity, the Customers or Appointees (including any injunction against the use of property or investigations). 9.2.
At any circumstances described in Paragraph 10 below PIRINEU reserves the right to take action in accordance with paragraph 6, and considered these Terms of Business as ceased to operate without any further liability on the part of PIRINEU. 9.3.
PIRINEU may, in its sole discretion, discontinue providing the Service by sending Customer or the Managing Agent written notice of such intention at least 45 days prior to implementation of such plans. 9.4.
PIRINEU may, by written notice to Customers, Appointees or Managing agent immediately discontinue providing the Service in the event when the Customers or Appointees breach the provisions contained in Paragraphs 2 and 3 of these Terms of Business. 9.5.
Customers and Appointees on behalf of the Legal entity admit that following the termination of services PIRINEU may have continuing / fiduciary duties under applicable law. Accordingly, but without prejudice to the rights of PIRINEU, PIRINEU may (but is not obliged) continue to provide the Services in order to obtain the release of such duties and PIRINEU has the right to charge a fee in accordance with the applicable fare for the provision of such services. 10. Notices and signatures
Any notice, order or confirmation transmitted in accordance with these Terms of Business shall be made in writing, duly signed and duly served on any party in case when it is a letter sent by courier to the address, being the last-known address or by electronic mail sent to e-mail firstname.lastname@example.org
and will be deemed duly delivered if delivered by courier at the time of the first delivery attempt, and in the case of transmission of messages via e-mail - if that e-mail message hasn't been returned 11. Miscellanea 11.1.
These Terms of Business supersede all prior Terms of Business and agreements, whether oral or written. 11.2.
Non-use, waiver of or delay in the use by PIRINEU any right or remedy under the provisions of these Terms of Business does not create and is not a denial PIRINEU from the use of any other right or remedy. 11.3.
Nothing in these Terms of Business shall create or be construed as creating a partnership, employment, or both, or a joint venture or similar relationship between PIRINEU and Customers or Appointees or the Managing Agent. 11.4.
Words used in the masculine gender mean and include the feminine gender and words used in the singular mean and include the plural and vice versa. 12. Governing Law
Unless otherwise agreed between the Customer and PIRINEU in writing, then these Terms of Business will be governed by and construed in accordance with the laws of the Andorra and the Customers, Appointees and Managing Agent hereby submit to the exclusive jurisdiction of the courts of Andorra.