Terms and Conditions

Acceptance of the terms and conditions

• 1. By using any YouReg Services, you agree to be bound by the Terms and Conditions. In the Terms and Conditions, “you” or “User” means:

• 1.1. your company is identified in your account opening form that otherwise uses the YouReg Services, for example, as a corporate shareholder in a YouReg Company; and
• 1.2. you, acting in your individual capacity of someone who uses the YouReg Services, for example, as a director or individual shareholder, an authorized person or ultimate beneficial owner of a YouReg Company or a company referred to in clause 1.1.

SERVICES AVAILABLE ON YOUREG PLATFORM (YOUREG SERVICES)

• 2. Administrative Management Services

• 2.1. By using Services thought YouReg Platform, User agrees to engage us and Corporate provider(s) chosen by us to provide Administrative Management Services for User in accordance with the Terms and Conditions and the Code of Services for Administration Management which is available on the following link.
• 2.2. List of Administrative Management Services is available on the following link. List of services may be amended at any time by us without any notice of the User.
• 2.3. For List of Corporate provider(s) please refer to the following link. List of Corporate provider(s) may be amended at any time by us without any notice of the User.

• 3. Other Services

• 3.1. YouReg may, at the request of User, provide ancillary services to User. By using Services thought YouReg Platform, User may agree to engage us and or other service providers chosen by us to provide Other Services for User in accordance with the Terms and Conditions.
• 3.2. List of Other Services is available on the following link. List of services may be amended at any time by us without any notice of the User.
• 3.3. For List of Service provider(s) please refer to the following link. List of auditors is provided upon the request of User. List of Service provider(s) may be amended at any time by us without any notice of the User.

• 4. YouReg shall provide the company services, as requested by User from time to time, in written form or in any other manner which YouReg may accept. User agrees that YouReg has no liability to User for any loss or damage whatsoever, arising out of or in relation to YouReg’s performance of the services in accordance with User’s instructions.
• 5. User shall indemnify YouReg and/or any of its affiliated companies against and hold each of them harmless from any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or other professional fees) howsoever, incurred by YouReg arising out of or in relation to its performance of the company secretarial services in accordance with User’s instructions.
• 6. For the performance of the YouReg Services (including the services of acting as professional Director\Shareholder\Secretary\Administrator for a YouReg Company) YouReg may require that User shall enter into agreements or take any such actions, as required by YouReg or applicable laws in order for YouReg to provide such YouReg Services. YouReg shall not be obliged to provide any such YouReg Services if User fails to enter into the agreements or take the actions, as required by YouReg or applicable laws.
• 7. If YouReg in its opinion is obliged to meet any legal or other requirements with regard to User, User hereby agrees to authorise YouReg to take any such steps which it may, at its discretion, deem necessary or desirable to comply with such requirements, including taking professional advice at User’s cost.
• 8. At the request of YouReg, User shall provide YouReg with all documents and other information as required by YouReg for YouReg to comply with its internal policies, any applicable laws or guidelines, issued by any relevant regulatory authority or for any other reason as YouReg may consider necessary or desirable from time to time for the performance of its obligations hereunder.
• 9. As part of the YouReg Services, User shall be able to transfer its shares to other entities, such as existing shareholders or new shareholders or employees, through YouReg Platform. YouReg does guarantees the purity of the deal, does not perform due diligence checks by default and does not perform any escrow responsibilities.
• 10. It is User’s responsibility to keep User’s account information safe and secured. Therefore, User shall be liable for any transaction/action which take place through User’s account. YouReg shall not be liable for any processing of any corporate action including but not limited to the share transfer as instructed by User or through User’s account, nor for failing to process any share transfer as a result of any system problems or any event or circumstances beyond our reasonable control.
• 11. As part of the YouReg Services, User is able to access our online platform and use the other functionality offered on the online platform from time to time, including the ability to view its shareholdings or positions as an officeholder in any YouReg Company and details of such YouReg Company.
• 12. User acknowledges that any YouReg Service by YouReg, which requires a governmental or third-party approval, is provided on a reasonable efforts’ basis only. User also acknowledges that User shall not be entitled to a refund in case any such approval-based service cannot be obtained.

• 13. Authority to act for your Company

• 13.1. You represent and warrant that you have full legal right, power and authority to execute and exercise the rights and perform the obligations under the Terms and Conditions on behalf of your Company. In the event that the YouReg Company has not been incorporated, you undertake that you shall do all that is necessary to effect such right, power and authority to execute and exercise the rights and perform the obligations under the Terms and Conditions on behalf of the YouReg Company.

• 14. Communications

• 14.1. We shall communicate with User in the following way:
• – YouReg Chat at the YouReg Platform
• – e-mail
• – phone
• 14.2. User agrees that it is User’s responsibility and not ours to ensure that all agreements, notices, disclosures and other communications which we provide electronically, satisfy any legal requirements that such communications be in writing.

• 15. Copyrights

• 15.1. Other than content generated by User or other users of YouReg’s online platform, we or our licensors own any and all copyrights in the content of this online platform. You may download and temporarily store one or more of the pages of this online platform for viewing purposes and you may print any page from this online platform for use by User and User only.
• 15.2. Any other storage, copying, transmission or distribution of the content of this online platform is strictly prohibited.
• 15.3. User owns the copyright in any content which User generates (for example, when User inputs details into share transfer form, company incorporation form and regulatory filing documentation), but User herewith grants to us a worldwide, free, non-exclusive and irrevocable license, with the right to sublicense, to use that content.

• 16. Trade Marks

• 16.1. The name ‘YouReg’ and its logo are trademarks of YOUREG LTD and its affiliated companies. Nothing in the Terms and Conditions shall give User any right or license whatsoever to use these trademarks.

• 17. User’s Account

• 17.1. User is responsible for maintaining the confidentiality of User’s password and account, and for any other activities which occur using User’s account. We shall not be liable to User or any of User’ related entities for any loss or damage whatsoever, which may arise out of or result from any failure by User to protect User’s password, or account.

• 18. Third Party Software and Application Programming Interface (“API’s”)

• 18.1. We and User may use third party software and API’s when using the online platform or the YouReg Services. This third-party software and /or these API’s may also change from time to time. We do not guarantee the reliability of any such third-party software or APIs, whether or not changed. User agrees that we are not liable for any loss or damage whatsoever, arising out of or resulting from the use of such third-party software or API’s to access any information, the online platform or other YouReg Services.

• 19. User’s information

• 19.1. User warrants that all information and details provided by User to us shall at all times be true, complete, accurate and up to date in all respects, as YouReg relies on such information and details for the provision of the YouReg Services. User can update or correct any of its information or details at any time through its account on the online platform.
• 20. Shipping information
• 20.1. Delivery of documents is made by Corporate or Service provider(s) directly to the address specified by the User.
• 20.2. One delivery of documents costs 50 EUR from Cyprus to anywhere and 60 EUR from Hong Kong to anywhere. Delivery service should be international and is set by Corporate or Service provider(s).
• 20.3. Shipping cost is included in company incorporation procedure with no right to refuse.
• 20.4. If the User cancels the service, shipping cost is fully refunded to the User.
• 20.5. If the User is required to send any documents to Corporate or Service provider(s), he should do it at his own expense.

• 21. Fees and Payment

• 21.1. User shall pay YouReg in advance the fees set out on our online platform, e-mail or our website, for the YouReg Services ordered (“Fees”) through a secure payment process, incorporated into our online platform or website, by electronic invoice. Payment of the Fees can securely be made by credit card or debit card or PayPal. We shall only commence providing the YouReg Services if full payment of the Fees has been received by us in advance.
• 21.2. If there are any fees for YouReg Services which are not set out on our online platform or website, we shall issue an invoice to User for such YouReg Services ordered. User shall pay us the fees set out in the invoice for such YouReg Services on receipt of our invoice.
• 21.3. User acknowledges and agrees that the online paymentdoes not constitute our acceptance of User’s ordered YouReg Services. Our acceptance of User’s order shall take place only on commencement of providing the YouReg Services, so ordered. We reserve the right to decline an order for YouReg Services for any reason, including negative outcome of KYC, in which case we will refund any fees prepaid excluding transaction costs, provided that no YouReg Services have been used by User.
• 21.4. For the online payment, User shall be required to enter payment details, which are disclosed directly to an independent third-party payment processor. We do not collect or store this information and we do not have access at any time to User’s payment details.
• 21.5. As all payments are processed by an independent third-party payment processor, we exclude all liability for any loss or damage, which may arise out of or resulting from processing User’s payment information. The terms of service of such independent third-party payment processor shall apply.

• 22. Refund and Withdrawal of payments

• 22.1. User may apply to YouReg with the request for withdrawal or refund. The withdrawal/refund application must be submitted via YouReg Chat at the YouReg Platform or by e-mail.
• 22.2. YouReg begins to fulfill User’s application after confirming the fulfillment of all requirements for the provision of Users in accordance with the terms and conditions. YouReg has the right to set a limit on the amount of funds in a given period of time. The minimum withdrawal/refund amount is 99 EUR.
• 22.3. YouReg may request additional identification documents from the User for withdrawal and refund as YouReg wants to prevent fraud on the part of the Users and actively fights against money laundering.
• 22.4. YouReg may refuse to process the User’s request if the User is suspected of violating the terms and conditions. YouReg has the right to suspend consideration or to withhold payment, in case of suspicion of the User violating any law, order or government decree.
• 22.5. YouReg withholds the fees and charges from the User for the withdrawal and refund of payments which are withheld by other payment services providers/banks involved in the respective actions and process. The User acknowledges his responsibility for paying the fees and charges as well as any costs, commissions and taxes, according to the terms and conditions.
• 22.6. User is responsible for the accuracy of the specified details. YouReg saves itself from liability, if in case inappropriate payments were made due to incorrect specified details of the User and other illegal payments in the event of misleading YouReg by providing erroneous data.
• 22.7. User is responsible for following and making all the conditions relating to the withdrawal and return of funds specified in this paragraph and Terms and Conditions.
• 22.8. All indications not covered by this paragraph are governed by the Terms and Conditions.

• 23. Subscriptions

• 23.1. Some parts of the Services are made available on a paid subscription basis (“Subscription(s)”). Subscriptions are available for the following services: Nominee Shareholder (legal entity), Nominee Shareholder (physical person), Director (legal entity), Director (physical person), Secretary, Registered Office, Substance and Bookkeeping. Pricing for the Subscriptions is available on the following link.
• 23.2. Settlement currency is EUR. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set on a monthly or yearly basis at your choice.
• 23.3. User is responsible for paying VAT, Professional Tax, Government fee and all other applicable Taxes. The Taxes are excluded from any set fees. If YouReg is required by Law to withhold any Taxes from User’s payment, the fees payable by the User will be increased as necessary so that after making any required withholdings, YouReg receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made.
• 23.4. You agree that at the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period at 12 p.m. Cyprus time on the same date of next month or year depending on Billing Cycle of your choice. Fees and taxes applicable to that Billing Cycle will be under the same conditions as the prior Billing Cycle unless you cancel it or YouReg Platform cancels it.
• 23.5. A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide YouReg Platform with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize YouReg Platform to charge all Subscription fees incurred through your account to any such payment instruments. At any time, you may change payment method information.
• 23.6. Should automatic billing fail to occur for any reason, YouReg Platform may attempt to charge the credit card on file one or more times. Should payment continue to fail, the Subscription will be cancelled.
• 23.7. You may cancel your Subscription either through YouReg Chat via YouReg Platform or by contacting YouReg Team by e-mail.

• 24. Early termination of YouReg Services

• 24.1. We reserve the right to terminate any or all YouReg Services in part or in whole at any time (i) to comply with applicable laws or request from governmental body or (ii) if User breaches any of its obligations under the Terms and Conditions We shall not be liable to User for any loss or damage whatsoever, incurred by User arising out of or resulting from such termination of the YouReg Services.
• 24.2. The current Terms and Conditions can be terminated by either party by a written notice without providing a reason. The party terminating the Terms and Conditions should notify the other party not less than three months prior to the termination of the Terms and Conditions.
• 24.3. In case of early termination any annual payments are not subject for recalculation and not refunded.

LIABILITY

• 25. Whilst we use reasonable efforts to ensure that our online platform is free from viruses and other malicious or harmful content, we cannot guarantee that User’s use of this online platform (including any content on it or any website accessible from it) shall not cause damage to User’s computer(s) or any other device(s). Except if required by applicable law, we shall therefore not be liable to User for any kind of loss or damage, caused by viruses or other malicious or harmful content, which User may suffer as a result of using the online platform, any content on it or any website accessible from it.

• 26. Use of YouReg Services

• 26.1. Whilst we shall use all reasonable efforts to ensure that availability of the YouReg Services shall be uninterrupted and that transmissions shall be error-free, this uninterrupted service and errorfree transmission cannot be guaranteed. In addition, User’s access to the YouReg Services may also be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We shall attempt to limit the frequency and duration of any such suspension or restriction and shall use reasonable efforts to notify User in advance.
• 26.2. YouReg shall not be liable for any loss or damage whatsoever, arising out of or resulting from the provision of the YouReg Services hereunder, unless resulting from gross negligence or fraud on the part of YouReg. This exclusion of liability also covers exclusion of liability for any loss of business (including but not limited to loss of profits, revenues, contracts, anticipated savings, data, goodwill and wasted expenditure) and any special, punitive or any other consequential or indirect loss or damage.
• 26.3. We shall not be liable for any delay or failure to comply with any of our obligations under the Terms and Conditions if such delay or failure arises from any situation of force majeure or any other situation which beyond our control, including but not limited to delays because of reduction in the activity of governmental authority or in performance of mail or courier services.

• 27. Compliance with applicable laws and regulations

• 27.1. User represents and warrants that it shall comply with all applicable laws and regulations when using any YouReg Services.
• 27.2. User shall indemnify YouReg and any of its affiliated companies against and hold each of these companies harmless from any and all loss, damage, action, judgement, claim, demand, taxes, costs and expenses (including litigation costs, legal and/or other professional fees), incurred by YouReg arising out of or resulting from the provision of the YouReg Services pursuant to this Management and Administration agreement.

• 28. Amendments

• 28.1. YouReg Services and/or Terms and Conditions may be amended or replaced from time to time without any liability to User. We will notify you of any material amendment or replacement thereof by placing amended documents on the Platform. By continuing to use the YouReg online platform or any other YouReg Services, User agrees to be bound by the so amended or relaced YouReg Services and /or Terms and Conditions.

• 29. Third Party Rights

• 29.1. Only User and YouReg shall be entitled to enforce the provisions of this YouReg Services Agreement and those of the Terms and Conditions. No third party shall be entitled to enforce any such provision.

• 30. Disclaimer of Liability and Warranty

• 30.1. It is expressly acknowledged and agreed by User that YouReg functions only as a registering agent for the formation of companies, and further that YouReg provides only assistance in the governance of such formed companies.
• 30.2. User acknowledges that there are inherent risks associated with the formation and operation of a company. It is therefore expressly agreed by User that YouReg shall have no responsibility or liability whatsoever for any such risks. User furthermore agrees that YouReg shall not be liable for any loss or damage whatsoever (e.g. direct, indirect, consequential, punitive or otherwise), which may arise out of or result from User’s use of information or any other services provided by YouReg.
• 30.3. YouReg shall not provide any warranty, promise, undertaking or representation of any kind, express, implied, statutory or otherwise, as to the reliability, accuracy, fitness for purpose or suitability of the information or any other YouReg services provided.

• 31. No Attorney-client Relationship of Advice

• 31.1. Any communication between YouReg and User (1) does not create or constitute an attorney-client relationship, (2) is not intended to be a solicitation, (3) is not intended to convey or constitute any legal or any other kind of advice and (4) is not a substitute for any legal advice from a qualified outside legal counsel or advice from any other kind of third-party professional.

DATA PROTECTION

• 32. Collection of your information

• 32.1. We may collect the different types of personal data (“Personal Data “) including but not limited:
• 32.1.1. name;
• 32.1.2. residential or other postal address;
• 32.1.3. e-mail address;
• 32.1.4. personal identification information (e.g. identity card number or passport number);
• 32.1.5. telephone number;
• 32.1.6. nationality;
• 32.1.7. age or date of birth;
• 32.1.8. personal financial information (banking information including statements, tax information, information about property and assets, source and the amount of income and wealth); and
• 32.1.9. professional or job title or occupation.
• 32.2. We collect Personal Data directly from you, unless it is unreasonable or impracticable to do so. When collecting Personal Data, we may collect it in various other ways, including:
• 32.2.1. through your access and use of our website and/or online platform;
• 32.2.2. through YouReg Company to which we provide the requested YouReg Services;
• 32.2.3. upon your completion of an order on our online platform; or
• 32.2.4. through e-mails, messaging applications or other file sharing means, which you use to provide the Personal Data to us.
• 32.3. If you do not provide us with any of the Personal Data, we may not be able to provide the requested YouReg Services to you or YouReg Company, either to the same standard as if you had provided the Personal Data, or at all.

• 33. Purpose of Collection, Use and Disclosure

• 33.1. We collect, use and disclose your Personal Data for the following purposes, namely to:
• 33.1.1. provide the requested YouReg Services to you or YouReg Company and send communications as requested, or for consent purposes by you or YouReg Company;
• 33.1.2. verify your or YouReg Company’s identity;
• 33.1.3. provide access to you or YouReg Company to our online platform;
• 33.1.4. provide you with access to certain areas of our website;
• 33.1.5. answer enquiries and provide information or advice regarding our services;
• 33.1.6. keep our records and your contact details up to date;
• 33.1.7. process and respond to any complaints, enquiries or feedback from you; and
• 33.1.8. comply with any law, regulation, binding decision or direction of a Regulator, and co-operate with any governmental authority.
• 33.2. We will not share, disclose or otherwise dispose of your Personal Data, other than in accordance with clause 23.
• 33.3. We may maintain the Personal Data upon expiry or early termination of YouReg Services Agreement, if and to the extent necessary to enforce any of our outstanding rights hereunder or as required by applicable laws, whichever period is longer.

• 34. Disclosure of Personal Data

• 34.1. We may disclose your Personal Data to:
• 34.1.1. our affiliated companies or third-party services providers for the purposes (i) set out in paragraph 24.1, for the purposes of (ii) operating our website or business, (iii) fulfilling your requests, (iv) processing and verification to enable us to comply with our internal policies and (v) for the purpose of otherwise providing our services to you or your YouReg Company;
• 34.1.2. the relevant companies’ Registry for the purpose of us providing corporate secretarial services;
• 34.1.3. law enforcement agencies or regulatory authorities if we are required to do so by law;
• 34.1.4. relevant parties if it is necessary for legal proceedings; or
• 34.1.5. any other organisation for any authorised purpose with your express consent.
• 34.2. We may disclose your Personal Data to our affiliated companies or third-party service providers abroad for some of the purposes listed above. In these cases, the disclosure will be on a need to know basis.
• 34.3. Your consent for the collection, use and disclosure of the Persona Data will be on-going until such time it is withdrawn by you in writing. You may withdraw your consent for any of the purposes at any time by informing us at our address. Whilst respecting your decision, withdrawal of your consent may affect the quality or continuation of the YouReg Services. We shall therefore notify you of the potential consequences of your withdrawal before completing the process of your request of withdrawal.
• 34.4. Your withdrawal of consent will not affect our obligation to collect, use and disclose your Personal Data, if so required by law pursuant to clause 24.1.

• 35. Direct Marketing

• 35.1. We may send you marketing communications about our services which we consider may be of interest to you. These communications may be sent in various forms, including mail, SMS, telephone calls and e-mail, in accordance with applicable laws. If you indicate a preference with regard to the method of communication, we will endeavour to use that method whenever reasonably practicable to do so.
• 35.2. You may at any time opt-out of receiving these marketing communications from us by logging into your account or the account through which your Personal Data was provided and make the changes to your account preference. Alternatively, you may opt-out of receiving marketing communications from us by contacting us, details of which are given below in clause 40.

• 36. Access and Correction

• 36.1. You may access or correct any Personal Data which we hold about you at any time by logging into your account or the account through which your Personal Data was provided.
• 36.2. Alternatively, you may contact us, to request for correction of Personal Data which we hold. We may charge you a reasonable fee to cover our administrative and other costs in providing the Personal Data to you. We do not charge for making any corrections to your Personal Data.

• 37. Data Security

• 37.1. We take all reasonable steps designed to ensure your Personal Data is protected from misuse or loss, unauthorised access, modification or disclosure.
• 37.2. Tokenization technology as a way to store data. This technology: Substituting a randomly generated value—the token—for sensitive data such as credit card numbers, bank account numbers. After tokenization, the mapping of the token to its original data is stored in a hardened database. Unlike encryption, there is no mathematical relationship between the token and its original data.
• 37.3. Data access governance: Providing visibility into what and where sensitive data exists, and data access permissions and activities, allowing organizations to manage data access permissions and identify sensitive stale data.
• 37.4. Consent/data subject rights management: Managing consent of customers and employees, as well as enforcing their rights over the personal data that they share, allowing organizations to search, identify, segment, and amend personal data as necessary.
• 37.5. Application-level encryption: Encrypting data within the app itself as it’s generated or processed and before it’s committed and stored at the database level. It enables fine-grained encryption policies and protects sensitive data at every tier in the computing and storage stack and wherever data is copied or transmitted.
• 37.6. All e-mail and other messages, including but limited to WhatsApp and messages (as provided by our website or online platform) sent to and from us may be monitored to ensure compliance with our internal policies and to protect our business.
• 37.7. You can read our Privacy Policy here. If you have any question regarding our Personal Data Protection Policy, you may contact our Data Protection Officer at info@new.youreg.tech.

• 38. Cookies

• 38.1. We may send to your device “cookies”, which are unique identifiers, to enable our systems to recognise your device. We may also use cookies for additional purposes, including:
• 38.1.1. identifying you during the login process to our website;
• 38.1.2. keeping track of any preferences specified in your account;
• 38.1.3. conducting research and diagnostics; and
• 38.1.4. helping to prevent fraudulent activity and to improve security.
• 38.2. If you do not wish to receive cookies, you can adjust your browser setting so that your device does not accept them.

GOVERNING LAW AND JURISDICTION

• 39. The Terms and Conditions shall be governed by the law of Republic of Cyprus. User and YouReg agree to submit any dispute exclusively to the courts of Cyprus.

CONTACT DETAILS

• 40. If you have any questions in relation to the Terms and Conditions or your Personal Data, please contact us at: info@new.youreg.tech

This document was last updated on July 17, 2022