Effective Date: 5 October 2026
These Terms of Service (“Terms”) govern the relationship between Elaris Corporate Services (“Elaris”, “we”, “us”, or “our”) and any individual, company, or entity (“Client”, “you”) that engages our services or accesses our website. By submitting an enquiry, executing an engagement letter, or otherwise instructing us to act, you agree to be bound by these Terms.
1. Our Services
Elaris Corporate Services provides specialist international corporate services, including but not limited to:
- Company formation and incorporation in multiple jurisdictions
- Registered agent and registered office services
- Corporate governance and secretarial services
- Regulatory advisory and compliance support
- Anti-money laundering (AML) programme design and implementation
- Beneficial ownership and corporate structure advisory
The specific scope of services, fees, and timelines applicable to each engagement are set out in a separate engagement letter or service agreement, which forms part of the contractual relationship between Elaris and the Client.
2. Not Legal, Tax, or Financial Advice
All information, guidance, and documentation provided by Elaris is for general informational and corporate administration purposes only. Nothing communicated by Elaris — whether through our website, correspondence, reports, or otherwise — constitutes legal advice, tax advice, financial advice, or investment advice.
Elaris does not hold itself out as a law firm, tax advisory firm, or regulated financial adviser. Clients are strongly advised to seek independent, qualified professional advice before making any corporate, regulatory, tax, or financial decisions. Elaris accepts no liability for decisions made in reliance on information provided without the benefit of independent professional counsel.
3. Client Obligations
To enable Elaris to perform its services, the Client agrees to:
- Provide complete, accurate, and timely information as reasonably required, including all documentation necessary for KYC/AML due diligence
- Notify Elaris promptly of any material changes to the information provided, including changes in beneficial ownership, business activities, or regulatory status
- Comply with all applicable laws and regulations in the jurisdiction(s) in which the Client operates
- Refrain from using Elaris’s services for any unlawful purpose, including but not limited to money laundering, tax evasion, fraud, or sanctions violations
- Pay all fees and disbursements in accordance with the agreed terms
The Client warrants that all information provided to Elaris is true, complete, and not misleading. Any material misrepresentation may result in immediate termination of services and may be reported to the relevant authorities in accordance with our legal obligations.
4. AML and Regulatory Compliance
Elaris operates in full compliance with applicable anti-money laundering, counter-terrorism financing, and sanctions legislation. In accordance with these obligations:
- We are required to conduct customer due diligence (CDD) and enhanced due diligence (EDD) on all clients and, where applicable, beneficial owners and controlling parties
- We reserve the right to request additional documentation or information at any time during the client relationship
- We may be required to file Suspicious Activity Reports (SARs) or otherwise disclose information to regulatory or law enforcement authorities, and are prohibited by law from notifying the Client in such circumstances (known as “tipping off”)
- We reserve the right to suspend or terminate services without liability where we are unable to complete required due diligence, or where we have concerns regarding the Client’s compliance with applicable laws
5. Fees and Payment
All fees are as agreed in the applicable engagement letter or service agreement. Unless otherwise specified:
- Fees are quoted exclusive of applicable taxes, government fees, and third-party disbursements
- Invoices are payable within fourteen (14) days of issuance unless otherwise agreed in writing
- Elaris reserves the right to charge interest on overdue amounts at a rate of 2% per month or the maximum rate permitted by applicable law, whichever is lower
- Elaris may suspend performance of services pending receipt of outstanding payments
- Certain services require advance payment or a retainer before work commences
6. Confidentiality
Both parties agree to maintain the confidentiality of all non-public information received from the other party in connection with the engagement. Elaris will not disclose confidential Client information to third parties except:
- With the Client’s prior written consent
- As required to perform the contracted services (e.g., to registered agents, registrars, or co-service providers)
- As required by applicable law, regulation, or order of a competent authority
- To defend against legal claims brought by the Client
This confidentiality obligation does not apply to information that is or becomes publicly available through no fault of Elaris, or information independently developed by Elaris without reference to confidential Client information.
7. Intellectual Property
All templates, standard documentation, methodologies, tools, know-how, and proprietary materials used or developed by Elaris in the course of providing services remain the exclusive intellectual property of Elaris. The Client is granted a non-exclusive licence to use deliverables produced specifically for the Client’s engagement for their intended corporate purpose.
Nothing in these Terms transfers ownership of any Elaris intellectual property to the Client.
8. Limitation of Liability
To the fullest extent permitted by applicable law:
- Elaris’s total aggregate liability to the Client arising out of or in connection with any engagement, whether in contract, tort, negligence, or otherwise, shall not exceed the total fees paid by the Client to Elaris in respect of the specific service giving rise to the claim in the twelve (12) months immediately preceding the event giving rise to the claim
- In no event shall Elaris be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, or reputational damage, whether or not Elaris has been advised of the possibility of such damages
- Elaris shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of government, regulatory changes, natural disasters, or third-party failures
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
9. No Guarantee of Outcomes
Elaris will use reasonable professional skill and care in providing its services. However, we make no warranty, express or implied, that:
- Any particular jurisdiction will approve a corporate formation, licence application, or regulatory filing
- Any particular structure will achieve specific tax, regulatory, or commercial outcomes
- Services will be uninterrupted, error-free, or completed within any specific timeframe where delays are attributable to third parties, regulators, or government authorities
Processing times and regulatory outcomes are subject to the requirements of each jurisdiction and are outside Elaris’s direct control.
10. Termination
Either party may terminate an engagement by providing thirty (30) days’ written notice to the other party, unless a different notice period is specified in the engagement letter. Elaris may terminate immediately and without notice if:
- The Client breaches these Terms or any engagement letter and fails to remedy the breach within ten (10) days of written notice
- Elaris is required to do so by applicable law or a competent authority
- Continuing to act would create a conflict of interest or professional obligation that cannot reasonably be managed
- The Client fails to provide required due diligence documentation
Upon termination, all outstanding fees for services rendered become immediately due and payable. Elaris shall transfer all Client documents to which the Client is entitled, subject to any outstanding fees being settled.
11. Indemnification
The Client agrees to indemnify, defend, and hold harmless Elaris and its directors, officers, employees, and agents from and against any claims, losses, liabilities, damages, penalties, costs, and expenses (including reasonable legal fees) arising from:
- The Client’s breach of these Terms or any engagement letter
- The Client’s misrepresentation or provision of inaccurate information
- The Client’s use of the services for any unlawful purpose
- Any third-party claim arising from the Client’s business operations or corporate structure
12. Governing Law and Dispute Resolution
These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the jurisdiction specified in the applicable engagement letter. In the absence of such specification, the parties shall negotiate in good faith to resolve any dispute. If the dispute cannot be resolved within sixty (60) days, either party may submit the matter to binding arbitration under internationally recognised arbitration rules.
13. Force Majeure
Elaris shall not be in breach of these Terms, nor liable for any failure or delay in performance, to the extent that such failure or delay results from events, circumstances, or causes beyond its reasonable control, including government actions, regulatory changes, pandemic, cyberattack, or acts of God. Elaris shall notify the Client as soon as practicable of any such event and use reasonable endeavours to resume performance.
14. Entire Agreement
These Terms, together with any applicable engagement letter and privacy policy, constitute the entire agreement between Elaris and the Client with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings. Any amendment must be made in writing and signed by authorised representatives of both parties.
15. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
16. Changes to These Terms
Elaris reserves the right to update these Terms from time to time. Material changes will be communicated to active clients with reasonable notice. Continued engagement of our services following any such changes constitutes acceptance of the revised Terms.
17. Contact
For questions regarding these Terms of Service, please contact:
Elaris Corporate Services
info@elariscorporate.com