7. Definitions

In these Terms and Conditions of Sale, "Formations" means Hodorov Law Firm. The “Client” means the individual, firm or company whose name appears on our invoice. “Contract Price” means the total price for the services provided by Formations.

 

8. Agreement

(a) Any contract between Formations and the Client will incorporate and be subject to these Terms and Conditions.

 

(b) The Client’s order for any service will be treated as accepted only when Formations have been fully paid, and when the Client agrees to these terms. No other action on the part of Formations, its employees, servants or agents shall be deemed to constitute acceptance of the Client’s offer.

 

(c) The Client acknowledges that he has entered into the Contract with Formations subject to these conditions as a principal and not as an agent for or on behalf of any other person and accepts personal liability for the payment of Formations' professional fees, state fees and any outlay in connection with the provision of the service of the Client.

 

9. Prices

The Contract Price is inclusive of Value Added Tax and state fees current at the date of order; any increase in the rate of Value Added Tax, or state fees between the date of order and the date of invoice shall be borne by Formations.

 

10. Terms of Payment

Payment of the Contract Price shall be due on the date of order. No order shall be in effect unless fully paid, including all bank fees (in case of bank transfer).

 

Due to the nature of the services, any payments that was made by the Client to Formations are non-refundable.

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11. Exclusions

(a) any estimated completion date of any service to be rendered by Formations is only an estimate, but Formations will use all reasonable efforts to comply with the estimated completion dates.

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(b) Formations shall not be liable to the Client for non-completion of any task on which the completion of a service is dependent, or for any non-completion of any service which rely on third-parties, such as the Israeli Companies Registrar, the Israeli Tax Authorities, or any banks in the case of bank account opening.

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(c) Formations shall only be liable to the Client for any non-compliance, mis-representation or mis-compliance with the instructions given to it, if it is proved that the same was caused by the willful neglect or willful default of Formations or its servants. The extent of Formations’ liability in respect of such noncompliance, mis-representation or mis-compliance shall not exceed the amount of the Client's payment and in no circumstances will Formations be liable for any consequential loss or loss of profits howsoever arising as a result of the above.

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12. Israeli Company Formation

The Client Hereby authorizes Formations to translate any English proposed name by the Client, to the Hebrew language, and explicitly waives all claims regarding the accuracy of such translation.

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The Client understands that even though Formations will conduct a name search prior to the registration of a new company, there is no name-saving procedure in Israel, and therefore there's no guarantee that the state will agree to register the company by using any of the client's proposed names. Accordingly, Formations shall not be liable for the cost of compliance with such requirement or any consequential loss howsoever arising.

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Formations gives no warranty that the name of a company formed or changed by Formations, or a Business Name registered by Formations, does not infringe any trademark of a third party nor does Formations warrant that the name of the Company or Business Name will not give rise to an action for passing off.

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After payment is received and processed, Hodorov Law Firm will draft the following documents within 48 working hours:

1. KYC document in English – to be filled by the client;

2. Articles of association (standard form only);

3. Declaration of the first shareholder; and

4. Declaration of the first Director;

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After incorporation of the new company, the client will receive by email digital documents:

• certificate of incorporation; digitally signed by the state of Israel

• articles of association; digitally signed by the state of Israel.

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13. Registered Address

Unless otherwise paid for, the registered address will be provided for 12 months as of the date of incorporation. Registered address service is to provide an address for company registration and legal compliance purposes. Without an address the company cannot be opened, and cannot be in ongoing compliance with the law.

 

The provided registered address is not exclusive to this client, and is used by many other companies for registration and compliance purposes only - providing a mailbox for originally opening the company, and thereafter for ongoing legal compliance throughout the year. The registered address is a mailbox, it is not a space, and it is not leased by the client.

 

The provided registered address will not receive letters or packages of any kind, except from the state and the bank, if applicable.

 

The registered address will be automatically renewed at the end of 12 months, unless otherwise a different local registered address is provided by the client prior to the end of the subscription term. Renewed subscription of a registered address will be for an additional 12 months, and payment for that renewal will be duly made no later than the date on which the subscription will be renewed.

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If the client orders a local registered address from Formations, Formations will use make effort to ensure that the scan or any mail is passed to the Client in a timely fashion. However, Formations shall have no liability for any loss or consequential loss arising from not forwarding or delayed forwarding of such mail. The Client hereby gives explicit consent to Formations to open all mail for the purpose of scanning and delivering the scanned copy to the Client.

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​Formations reserves the right to unilaterally change the registered address from time to time, subject to its sole discretion, and provided that the Client will be given a written notice within 30 days of the change.

 

14. Bank Account Opening

Notwithstanding anything to the contrary in this document or any other, fees for opening the bank account are not refundable. We provide the assisting service for opening the account, but cannot guarantee for the final bank’s decision to open the account or not.

If the first bank will decline the request, we will try with 2 other banks.

 

Remote bank account opening can be done only with appointing a local authorized signatory, which is subject for an engagement letter to be signed between the client and the local authorized signatory.

 

As soon as possible after the account is opened, the client will comply with the bank’s procedure to change the signatory powers from the local authorized signatory to the client or the client’s representative. If the client wishes to be an authorized signatory, without physical visit at the bank, the client will sign the bank’s documents in front of a notary + Apostil. The bank may refuse accepting any foreign person as an authorized signatory in the account without face-to-face authentication.

 

Additional fees: Until authorized signatory powers transfer from the local authorized signatory, in case the client asks the local  authorized signatory to do any actions in the account, all actions are subject to professional fees for each action (e.g signing cheques, signing standing orders, changing authorized signatory).

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15. Indemnity

In cases where Formations provide personnel to in order to facilitate to formation of a new Company, or on an on-going basis, the Client hereby indemnifies Formations, it’s servants and agents against all and any losses arising as a result of their association with the subject company – In particular any legal costs, fines and penalties that may arise as a result of any action or legal proceedings taken by the Director of Corporate Enforcement.
 

Furthermore the Client agrees to provide Formations with all and any Forms and /or documents that may be required to remove Formations personnel from a subject company when requested by Formations.

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16. No Cancellation

No cancellation of the contract will be accepted unless expressly agreed in writing by Formations.