NIS Advisors

This document sets out the terms and conditions (the Contract) on which New Italian Services Ltd (Reg. 6192661) with offices at 11-15 St Mary at Hill, London, EC3R 8EE (hereinafter "NIS") will act for its clients (the Client).

CORE SERVICES

1. MARKETING & WEB-MARKETING The following services are included in our "Marketing & Web Marketing " service:
   - taking your instructions
   - considering any further requirements which may be advisable
   - designing a website in accordance with your specifications
   - reporting to you and considering any further suggestions, requirements
   - delivering to you the website ready for hosting on your server or otherwise hosting your website on our server
   Fees for the Marketing & Web-Marketing: Under single accepted quotation. Without quotation, will be applied a fee of £.125+VAT per hour for a Trainee Consultant, £.180+VAT per hour for a Consultant, £.250+VAT per hour for a Manager and £.350+VAT per hour for a Director.
2. ENGLISH LIMITED COMPANY INCORPORATION The following services are included in our "English Limited Incorporation Service":
   - taking your instructions and advising on the incorporation formalities generally
   - organizing the incorporation of your company and reporting to you
   - assisting with any change of directors, secretary, shareholders and registered office which may be required
   - delivering to you the original documentation relating to your English Limited company including: No. 2 copies of the Memorandum and Articles of Association, Certificate of incorporation, Company seal, Completed and up to date combined Company Register, Share certificates issued.
   Fees for the English Limited Company Incorporation service: Under single accepted quotation. Without quotation, will be applied a fee of £.125+VAT per hour for a Trainee Consultant, £.180+VAT per hour for a Consultant, £.250+VAT per hour for a Manager and £.350+VAT per hour for a Director.
3. OFFSHORE COMPANY INCORPORATION The following services are included in our "Offshore Incorporation Service":
   - taking your instructions and advising on the incorporation formalities generally
   - organizing the incorporation of your company and reporting to you
   - assisting with any change of directors, secretary, shareholders and registered office which may be required
   - delivering to you the original documentation relating to your Offshore company including: No. 2 copies of the Memorandum and Articles of Association, Certificate of incorporation, Company seal, Completed and up to date combined Company Register, Share certificates issued
   Fees for the English Limited Company Incorporation service: Under single accepted quotation. Without quotation, will be applied a fee of £.125+VAT per hour for a Trainee Consultant, £.180+VAT per hour for a Consultant, £.250+VAT per hour for a Manager and £.350+VAT per hour for a Director.
4. ADDITIONAL SERVICES The following services are included in the "Additional Services":
   - General consultancy (on a totally independent basis) on management, administration, promotion of the client's commercial activities / the client's company/es worldwide, in accordance with the instructions received from time to time
   - Organizing and assisting the client with any professional advice and assistance the client may require with reference to tax, operational, application for licences, compliance, etc the client may require worldwide. Such professional assistance to be provided by professionals and experts to be selected by NIS, at its discretion, acting as an agent for the Client.
   Fees for the "additional services" assistance: Under single accepted quotation. Without quotation, will be applied a fee of £.125+VAT per hour for a Trainee Consultant, £.180+VAT per hour for a Consultant, £.250+VAT per hour for a Manager and £.350+VAT per hour for a Director.
5. PERFORMANCE OF SERVICES Any service will be provided by NIS either directly or with the assistance of the personnel that NIS may, in its absolute discretion appoint. NIS may instruct other consultants or even professionals as required for the proper performance of any service. The client undertakes to promptly deliver to NIS all the information, documentation and contact which may be required for the proper performance of the service. NIS expressly reserve the right to stop acting for the client, in the said information, documentation and contact are not provided or should any invoices, or request for funds on account remain unpaid. In any case it is expressly agreed between NIS and the Client that NIS will not act as the client's employee, agent nor as a general representative office. NIS will only provide specific, clearly defined services as agreed from time to time, in writing.
6. PAYMENT OF INVOICES NIS invoices shall be paid in full not later than 30 days from the date of the invoice without any discount, set-off or other deduction whatsoever. The time of payment of NIS invoices shall be of the essence of the Contract. Interest shall be payable on any overdue amount from the date on which payment was due to that on which it is actually received (whether before or after judgment) on a daily basis at the rate of  4% over the base rate from time to time quoted by NIS bankers  compounded monthly. The Client shall also pay all legal and other costs incurred by NIS in recovering any amounts owing from the Client. NIS reserves the right to apply amounts received first in settlement of interest on overdue amounts and then of amounts due beginning with the oldest. Without prejudice to any other of its rights, if the Client fails to make any payment when and as due NIS shall be entitled by giving written notice to the Client at any time to exercise any one or more of the following rights: - to retain possession of any goods or documents for which any amount is payable to NIS until such amount and any interest and other costs in connection therewith have been paid in full; - to suspend the performance of any of  NIS services Any queries in connection with any invoice issued by NIS must be referred by the Client to NIS in writing within 10 days of receipt of NIS invoices.
7. PERFORMANCE OF THE SERVICES NIS shall not be liable for any loss, damage or expense arising from any delay in the performance of any of its services from whatever cause nor shall any such delay entitle the Client to repudiate the Contract. With regard to the Bank Account. The NIS will complete the application form on your behalf and provide the bank with all the certified copies of the company documentation. Please note that additional fees may apply for obtaining certified copies of company documents. Note, that opening a bank account is dependent on the bank not us and we are unable to guarantee that the bank account will be opened. Whilst we make every effort to open the bank account(s) on behalf of the client in the  chosen  jurisdiction(s) it is ultimately the banks decision to open the account.  The bank account opening process is also dependent on the client’s compliance with the banks administrative procedures, failure to comply with the banks procedures will result in the banks refusal to open an account. Should an application be unsuccessful, NIS won't refund of the bank account opening fee charged. No other fees with respect to any other services provided will be refunded.
8. LIMITATION OF LIABILITY NIS liability in respect of the above services is to provide the same with reasonable skill and care including, in respect of the supply of professional services, the appointment of such qualified professionals, for and on behalf of the Client as it reasonably considers competent to perform the services in accordance with proper and normal standards throughout mainland England and Wales, subject as provided in these conditions. - The liability of NIS to the Client in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever under or in connection with the Contract shall be limited as follows: - for death or personal injury resulting from NIS negligence or that of any of its employees whilst acting in the course of their employment, no limit shall apply; - the Client agrees that NIS maximum aggregate overall liability or the maximum aggregate liability of any of NIS employees and agents in the event negligence on any matter on which NIS is instructed will not exceed £ 10,000.00. Should the Client wish to vary this overall limitation, NIS will be pleased to discuss the appropriate level of fees with the Client, in this case NIS reserves the right to vary its fees accordingly. - NIS shall have no liability for any consequential loss or damage suffered by the Client or any customer under or in connection with the Contract occasioned by any act or omission in the part of the NIS or its employees and agents, whether directly or indirectly, including but not limited to wasted time or expenditure, loss of profits, use, revenue or goodwill; - NIS shall have no liability in respect of any claim relating to the  services  provided unless the Client gives NIS written notice of the alleged claim promptly and in any event within 15 days after the Client becomes aware (or should reasonably have become aware) of the circumstances giving rise to the claim and affords NIS not less than 30 days following such notification in which to remedy the Services concerned; and NIS shall be discharged from all liability to which these conditions apply unless proceedings are begun within 6 months after the Client became aware (or should reasonably have become aware) of the facts giving rise to such liability. Any claim for negligence, misconduct, or any other claim whatsoever relating to the advice and assistance provided by professionals selected and instructed by NIS as agents for the Client in England and Wales, notwithstanding NIS best efforts and endeavours, will have to be brought directly by Client against such professionals under English  Law, in England and Wales. In this case the Client will have no claim against NIS.
9. LEGAL COMPLIANCE NIS will only accept instructions or provide any services on the basis that any service and assistance provided will not involve anything or allow anything to be done  which would impose on NIS any civil liability to third parties or criminal liability. By accepting these terms and conditions the Client agrees that at all times NIS should comply with current legislation in England and Wales, and the Client expressly releases NIS from any responsibility for any action which may result from NIS strict compliance with current English legislation, whether the Client is informed of this or is not informed.
10. LIABILITY AND RESPONSIBILITY FOR THE SERVICES The client agrees to indemnify NIS and its employees and representatives against all liabilities and costs arising from any actions, proceedings, accounts, claims or demands made against NIS or its employees and agents in any part of the world in connection with the provision by NIS of any of the above services. Whether the said actions, proceedings, accounts claims or demand are of a civil or a criminal matter.
11. TERMINATION NIS shall have the right by giving written notice to the Client at any time to immediately terminate ANY Contract if: - there occurs any material breach by the Client of any term of the Contract which is irremediable or if remediable is not remedied to NIS satisfaction within 15 days of a written notice by the NIS  specifying the breach and requiring it to be remedied; or - the Client is declared "Fallito" or subjected to "Amministrazione Controllata" (under Italian Law) or has a receiver, manager, administrator or administrative receiver appointed for all or any part of its undertaking, has a resolution passed for its winding up or a petition presented to any court for an administration order or for its winding up or enters into any composition or arrangement with its creditors (including "Concordato Preventivo" under Italian law) whether formal or informal or suffers any similar action in consequence of debt. No failure or delay in exercising any of NIS rights shall constitute a waiver of the same or any other of its rights.
12. FORCE MAJEURE NIS shall not be liable for any delay or other failure to perform any Services by reason of any cause whatsoever beyond its reasonable control and the time for performance shall be extended by the period of any such delay.
13. PERSONNEL The Client during the currency of the Contract and for the period of 12 months after its expiry or termination shall not solicit directly or indirectly any of the personnel of NIS who have been employed or engaged in connection with the Contract or in the provision of Services to the Client or its Customers.
14. CONFIDENTIALITY The subject matter of the Contract and any information acquired by either party relating to the business of the other party or, as the case may be, its Customers is confidential and neither party shall, without prior written consent of the other party make any use or disclosure thereof except for the purposes of the Contract save to the extent such information is or becomes publicly available otherwise than in breach of the foregoing obligations.
15. ASSIGNMENT AND SUBCONTRACTING NIS reserves the right to assign the Contract and to sub-contract all or any of its obligations but the Contract shall not be assigned by the Client without NIS` prior written consent.
16. LAW AND JURISDICTION The law applicable to this agreement shall be English law and the parties consent to the jurisdiction of the English courts in all matters affecting this agreement.
    Any Client hereby declare to accept this terms & conditions contract.