The public offer for the provision of services — what we undertake to do, what we do not control, how fees are earned, and how the agreement ends.
This summary is provided for convenience only. It does not form part of the Agreement and creates no rights or obligations. In the event of any inconsistency between this summary and the clauses below, the clauses prevail.
1.1. In this Agreement the following terms have the following meanings:
"Agreement" means this Offer together with the Confirmation, the Invoice, the Refund and Cancellation Policy and the Privacy Policy.
"Client" means the legal entity or individual that accepts this Offer in accordance with clause 3.
"Company" means the legal entity in the Republic of Uzbekistan which the Operator is engaged to register or service.
"Confirmation" means the written notice by which the Operator confirms that it will act for the Client and specifies the scope of Services, the Fees and any case-specific conditions.
"Fees" means the amounts payable to the Operator for the Services, as stated in the Invoice.
"Invoice" means the invoice issued by the Operator to the Client, stating the Operator's full corporate and banking details.
"Offer" means this document.
"Operator" means the legal entity registered in the Republic of Uzbekistan which operates the website and provides the Services, whose full details are stated in the Invoice.
"Services" means the services specified in the Confirmation and the Invoice.
"State Fees" means fees, duties and charges payable to state authorities, and costs payable to notaries, translators, legalisation authorities, couriers and banks.
1.2. Headings are for convenience and do not affect interpretation. The singular includes the plural. "Written" and "in writing" include electronic mail.
2.1. This Offer constitutes a public offer under the civil legislation of the Republic of Uzbekistan.
2.2. This Offer is addressed to legal entities and individuals wishing to obtain the Services.
2.3. Access to the website, use of the price calculator and submission of an enquiry do not constitute acceptance of this Offer and create no obligation on either party.
3.1. The Agreement is concluded upon completion of all of the following:
3.1.1. the Client submits an enquiry, a request for a quotation or its contact details to the Operator, or contacts the Operator directly;
3.1.2. the Operator issues a Confirmation;
3.1.3. the Operator issues an Invoice; and
3.1.4. the Client pays the Invoice, or confirms acceptance in writing where the Operator has agreed to commence the Services before payment.
3.2. Payment of the Invoice, or written confirmation under clause 3.1.4, constitutes acceptance of this Offer.
3.3. Where the Confirmation and this Offer are inconsistent, the Confirmation prevails in respect of that Client.
3.4. The Operator is not obliged to issue a Confirmation and may decline to act without stating reasons.
4.1. The Client warrants that it is at least 18 years of age and has full legal capacity to enter into the Agreement.
4.2. Where the Client acts on behalf of a legal entity, the person accepting this Offer warrants that they are duly authorised to bind that entity.
4.3. The Services are supplied for the purpose of establishing and operating a business. The Client acknowledges and warrants that it acquires the Services for business purposes and not for personal, family or household needs.
4.4. The Operator may refuse to commence, or may cease to provide, the Services where:
4.4.1. identity, beneficial ownership or source-of-funds verification cannot be completed;
4.4.2. the intended activity of the Company is one which the Operator does not support;
4.4.3. performance would require the Operator to act unlawfully; or
4.4.4. the Client has provided false or materially incomplete information.
4.5. Where the Operator refuses to commence the Services under clause 4.4, it shall refund all amounts received from the Client less State Fees already incurred. Where the Operator ceases to provide the Services under clause 4.4, clause 9 applies.
5.1. The Operator shall provide the Services with reasonable skill and care and in accordance with the legislation of the Republic of Uzbekistan.
5.2. The Services may comprise:
5.2.1. preparation and filing of documents required for state registration of the Company;
5.2.2. specification of the documents required from the Client's jurisdiction and the form in which they must be produced;
5.2.3. obtaining taxpayer identification numbers, personal identification numbers and electronic digital signatures;
5.2.4. provision of a registered address;
5.2.5. provision of a director in accordance with clause 6;
5.2.6. bookkeeping and preparation and filing of tax and statutory returns; and
5.2.7. advice on the corporate and tax legislation of the Republic of Uzbekistan.
5.3. The Services provided to a particular Client are those specified in the Confirmation and the Invoice. No service is included in any other service. Services not so specified are not included in the Fees.
5.4. The Operator does not warrant, and shall not be liable for:
5.4.1. any decision, act, omission or processing time of a state authority, registry, bank or other third party;
5.4.2. the opening, maintenance or continuation of any bank account;
5.4.3. any matter governed by the law of any jurisdiction other than the Republic of Uzbekistan, including the Client's tax residence, controlled foreign company obligations and reporting duties in the Client's own jurisdiction.
5.5. Timeframes stated by the Operator are estimates based on ordinary practice and do not constitute a term of the Agreement.
5.6. Representation of the Client in litigation or administrative proceedings is not included in the Services unless expressly agreed in writing.
6.1. The legislation of the Republic of Uzbekistan requires the Company to have a director. Where the Client does not appoint its own director, the Operator may procure the appointment of a director of the Company (the "Director").
6.2. The Director shall act on the instructions of the Client. All instructions shall be given to the Operator, through the platform or in writing, and shall be transmitted by the Operator to the Director. The Client shall not communicate with the Director directly, and the Operator shall be the sole channel of communication in respect of the Director.
6.3. The Director shall not act on its own initiative, save that the Director shall without further instruction:
6.3.1. perform the recurring acts comprised in Services already purchased by the Client, including the conclusion and renewal of lease arrangements for the registered address, payments due under them, and the filing of returns covered by the Client's accounting package; and
6.3.2. perform acts required by law, including the filing of tax and statutory returns, payment of assessed taxes and mandatory contributions from the funds of the Company, and payment of bank charges and other unavoidable costs of maintaining the Company in good standing.
6.4. The Director shall not give effect to any instruction which would breach the legislation of the Republic of Uzbekistan. Refusal to give effect to such an instruction does not constitute a breach of the Agreement by the Operator. The Operator shall notify the Client of the refusal in writing.
6.5. The Client shall indemnify the Operator and the Director against all liabilities, fines, penalties, claims, proceedings and costs arising out of:
6.5.1. any instruction given by the Client;
6.5.2. the business, transactions and counterparties of the Company; or
6.5.3. information provided by the Client which was false, incomplete or provided late.
6.6. The indemnity in clause 6.5 does not extend to liability arising from the gross negligence, wilful misconduct or fraud of the Operator or the Director.
6.7. Either party may terminate the director service on written notice. The Client shall appoint a replacement director and procure registration of the change. The Operator is not obliged to procure the resignation of the Director until a replacement director has been appointed and registered. Fees for the director service continue to accrue until the change is registered.
7.1. Where the Services include bookkeeping or the filing of returns, the Client shall provide complete and accurate information concerning the transactions of the Company, in the format specified by the Operator and by the deadline notified by the Operator.
7.2. Where the Operator fails to file a return by the statutory deadline, or files a return incorrectly, and a state authority imposes a penalty or late-payment interest as a result, the Operator shall, at the Client's election:
7.2.1. pay the penalty and interest directly, or reimburse the Client for it; or
7.2.2. refund the Fees for the service period in which the failure occurred.
7.3. The remedy in clause 7.2 is the Client's sole and exclusive remedy in respect of a failure to file or an incorrect filing.
7.4. Clause 7.2 does not apply where the failure or error arises from:
7.4.1. information provided by the Client late, incompletely or incorrectly;
7.4.2. failure by the Client to fund the tax liabilities of the Company;
7.4.3. an instruction of the Client not to file, or to file in a particular manner contrary to the written advice of the Operator;
7.4.4. an act or omission of a state authority or third party outside the Operator's control, including unavailability of state electronic filing systems; or
7.4.5. any period during which the Services were suspended under clause 8.5 or the Fees were unpaid.
8.1. Fees are stated in United States dollars in the Invoice. Prices displayed on the website are estimates and do not constitute an offer at that price.
8.2. State Fees are payable by the Client in addition to the Fees unless the Invoice states otherwise. State Fees are notified to the Client before they are incurred and vary in accordance with the acts of the relevant authority.
8.3. Payment shall be made by bank transfer to the account specified in the Invoice. Bank charges relating to the transfer, including deductions by intermediary banks, are borne by the Client. Where the amount received by the Operator is less than the invoiced amount, the Operator shall notify the Client and may withhold commencement of the Services until the shortfall is paid.
8.4. Invoices are payable within 10 calendar days of issue unless the Invoice states otherwise. Where the legislation of the Republic of Uzbekistan requires settlement in national currency, the Operator shall invoice in soum at the official exchange rate of the Central Bank of the Republic of Uzbekistan on the date of the Invoice.
8.5. Where an Invoice remains unpaid, the Operator may suspend the affected Services upon 7 calendar days' written notice. Suspension does not extend any statutory deadline, and the Operator is not liable for consequences arising during a suspension under this clause. The Services shall be restored upon payment.
8.6. The Operator may vary the Fees for future service periods upon 30 calendar days' written notice. A variation does not affect a service period already paid for. The Client may terminate under clause 9 if it does not accept the varied Fees.
9.1. The Agreement takes effect upon acceptance and continues until the Services are completed or terminated in accordance with this clause.
9.2. The Client may terminate any recurring Service at any time by written notice to the Operator. Termination takes effect at the end of the service period already paid for.
9.3. Refunds and cancellation are governed by the Refund and Cancellation Policy, which forms part of the Agreement. In summary:
9.3.1. the setup fee is refundable, less State Fees already incurred, if cancellation occurs before the Operator commences review of the Client's documents;
9.3.2. the setup fee is not refundable once review of the Client's documents has commenced;
9.3.3. Fees for a service period already paid for are not refundable in whole or in part; and
9.3.4. State Fees already incurred are not refundable.
9.4. Nothing in the Agreement excludes any right of the Client under the civil legislation of the Republic of Uzbekistan to withdraw from a contract for the provision of services subject to payment of the costs actually incurred by the Operator.
9.5. Either party may terminate the Agreement with immediate effect by written notice where the other party commits a material breach which is not remedied within 15 calendar days of written notice requiring remedy.
9.6. Clauses 6.5, 6.6, 7.3, 10, 11, 12 and 14 survive termination.
10.1. The Client shall provide complete, accurate and timely information and documents as requested by the Operator.
10.2. The Client warrants that:
10.2.1. all documents provided are genuine and validly issued;
10.2.2. it is entitled to provide those documents to the Operator; and
10.2.3. it has obtained the consent of every individual whose personal data the documents contain, to the extent such consent is required.
10.3. The Client retains ownership of the documents and information it provides.
10.4. The Operator shall process personal data in accordance with the Privacy Policy and the legislation of the Republic of Uzbekistan on personal data. The Operator shall retain records for the minimum periods required by legislation on countering money laundering and by accounting legislation, notwithstanding any request by the Client for earlier deletion.
11.1. The Operator is liable for direct loss caused by its failure to perform the Services with reasonable skill and care.
11.2. The aggregate liability of the Operator under or in connection with the Agreement shall not exceed the Fees paid by the Client in the 12 months preceding the event giving rise to the claim, excluding State Fees.
11.3. Amounts paid by the Operator under clause 7.2 are in addition to, and are not counted against, the limit in clause 11.2.
11.4. The Operator is not liable for loss of profit, loss of opportunity, loss of data, loss of reputation, or the costs of any transaction which did not proceed.
11.5. Nothing in this clause limits liability for intentional harm, gross negligence, or any liability which may not be limited under the legislation of the Republic of Uzbekistan.
11.6. If any provision of this clause is held unenforceable, the remaining provisions continue in effect.
12.1. Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including acts of state authorities, changes in legislation, failure of state electronic systems, failure of the banking system, natural disaster, epidemic, or armed conflict.
12.2. Where such an event continues for more than 60 calendar days, either party may terminate the affected Services by written notice. The Operator shall refund Fees for Services not yet performed. State Fees already incurred are not refundable.
13.1. The Operator may amend this Offer. The current version, with its effective date, is published on the website.
13.2. An amendment affecting Services already being provided to a Client takes effect 30 calendar days after written notice to that Client. If the Client does not accept the amendment, it may terminate under clause 9.2 and shall not be charged for service periods after termination.
13.3. An amendment affecting only new orders takes effect upon publication.
13.4. The Operator shall retain previous versions and shall provide the version applicable to a Client's Agreement on request.
14.1. Notices to the Operator shall be sent to oi@jurishq.io or, where a physical copy is required, to Tashkent, Oltintepa street 260, Republic of Uzbekistan. Notices to the Client shall be sent to the electronic mail address provided by the Client.
14.2. Notice by electronic mail is deemed received on the next working day following despatch.
14.3. Before commencing proceedings, a party shall serve a written claim (претензия) stating the circumstances relied upon, the relief sought and the amount claimed. The receiving party shall respond within 15 calendar days of receipt.
14.4. Any dispute not resolved under clause 14.3 shall be referred to the competent court in Tashkent, Republic of Uzbekistan, being the Tashkent economic court where jurisdiction so provides.
14.5. The Agreement is governed by the law of the Republic of Uzbekistan.
14.6. The Agreement is executed in the English language. The English text is the governing text. Any translation is provided for information only. Where the Operator publishes a Russian text and designates it as governing, that designation applies only to Agreements concluded after the date of publication.
15.1. The Client may not assign or transfer the Agreement without the prior written consent of the Operator. The Operator may assign the Agreement to a successor entity upon written notice to the Client.
15.2. The Agreement constitutes the entire agreement between the parties. Statements on the website which are not incorporated into the Agreement do not form part of it.
15.3. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions continue in full force.
15.4. Failure or delay in exercising a right does not constitute a waiver of it.
15.5. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties, save in respect of the office held by the Director under clause 6.
What personal data we collect, why, who it is disclosed to, where it is hosted, and the rights a data subject can exercise.
When a fee is refundable and when it stops being refundable, how recurring services are cancelled, and how a refund is paid.
Questions about any of this go to oi@jurishq.io — a written claim is answered within 15 calendar days.