- 1.1. “IP BLOOMX” refers to IP BLOOMX LIMITED, a Cyprus-based company providing services related to company formation, compliance, banking solutions, and legal advisory for iGaming and IT sectors.
- 1.2. “IP BLOOMX Officers” includes any individual, firm, or company appointed by IP BLOOMX LIMITED as a director, secretary, trustee, accountant, bank account signatory, registered agent, or other officer of the Entity, including their employees or any entity under their control.
- 1.3. “Entity” denotes any company, trust, partnership, or other legal structure established or managed by IP BLOOMX LIMITED at the request of the Clients.
- 1.4. “Services” encompasses the management, administration, compliance, and other services provided by IP BLOOMX LIMITED to maintain the Entity’s good standing in its jurisdiction of incorporation or operation.
- 1.5. “Clients” refers to the beneficial owner(s) of the Entity (for companies) or the settlor (for trusts/foundations), including their heirs, representatives, or assigns. For multiple clients, obligations are joint and several.
- 1.6. “Clients’ Appointees” means individuals or entities, not IP BLOOMX Officers, appointed by Clients to act as directors, trustees, beneficiaries, or other roles within the Entity.
- 1.7. “Managing Agent” is a person authorized in writing by the Clients to issue instructions to IP BLOOMX LIMITED or receive notices on behalf of the Entity.
- 1.8. “Terms of Business” refers to these terms, as updated and published on IP BLOOMX LIMITED’s website (-----) or communicated to Clients. These terms apply to all Clients and their Appointees.
Terms and Conditions
1. Definitions
2. Unacceptable Activities and Pre-Approval Requirements
- 2.1. Illegal Activities include any actions deemed criminal globally, such as terrorism, drug trafficking, money laundering, or trading with embargoed countries (e.g., by the UN, EU, or Cyprus).
- 2.2. Prohibited Persons are individuals or entities:
- · Legally prohibited from entering contracts.
- · Undischarged bankrupts or convicted of non-minor criminal offenses.
- · Proven to have acted fraudulently in civil proceedings.
- · Residing in embargoed countries.
- · Government officials or politicians.
- 2.3. Prohibited Activities include, but are not limited to:
- · Arms, munitions, or mercenary services.
- · Surveillance equipment or devices that may violate human rights.
- · Hazardous biological, chemical, or nuclear materials
- · Trade in human or animal organs, vivisection, or genetic material.
- · Adoption agencies, pornography, or pyramid schemes.
- · Unlicensed financial or legal advisory services.
- · Activities that could harm IP BLOOMX LIMITED’s reputation or the Entity’s jurisdiction.
- 2.4. Pre-Approval Required Activities include:
- · Financial services like public fund solicitation or investment management.
- · Licensed activities (e.g., gambling, lotteries).
- · High-risk trading (e.g., alcohol, tobacco, fine art).
- · Internet-based payments or public advertising of the Entity.
- · Timeshares, mail-order schemes, or credit card merchant services.
- 2.5. If Clients, their Appointees, or the Entity engage in Illegal or Prohibited Activities or undertake Pre-Approval Required Activities without IP BLOOMX LIMITED’s written consent, IP BLOOMX LIMITED may terminate Services immediately or take actions outlined in Section 8.4.
3. Client Warranties
- 3.1. Clients confirm that:
- · They have the legal capacity to engage IP BLOOMX LIMITED and acquire the Entity.
- · They are the ultimate beneficial owners of the Entity (if not a trust/foundation).
- · They do not act as fiduciaries for others regarding the Entity.
- 3.2. Clients further warrant to:
- · Adhere to these Terms of Business.
- · Ensure Appointees understand and comply with these terms, providing written agreements if requested.
- · Seek professional tax and legal advice for the Entity’s establishment and operations.
- · Pay all taxes arising from the Entity’s activities.
- · Acknowledge that IP BLOOMX LIMITED may rely on instructions from Clients or their Appointees.
4. Indemnity
- Clients, jointly and severally, agree to indemnify IP BLOOMX LIMITED and the Entity against:
- · Claims, costs, or liabilities arising from the Entity’s activities or Services provided.
- · Actions or omissions by IP BLOOMX LIMITED, except in cases of negligence or fraud.
- · Failure to follow incomplete or erroneous instructions
- · Losses from using unencrypted email, fax, or other communication methods.
- · Penalties or fees incurred by the Clients or Entity
5. Limitation of Liability
IP BLOOMX LIMITED is not liable for any losses or damages to Clients, their Appointees, the Entity, or third parties arising from the Entity’s establishment, operation, or the provision of Services.
6. Client Responsibilities
- 6.1. Clients must provide 90 days’ written notice to discontinue Services.
- 6.2. Changes to beneficial ownership or Appointees require IP BLOOMX LIMITED’s written consent, supported by certified documentation (e.g., passport, proof of address).
- 6.3. Clients and their Appointees must:
- 1. Notify IP BLOOMX LIMITED of matters affecting the Entity or Services.
- 2. Seek approval before changing the Entity’s business activities.
- 3. Obtain consent before public announcements or advertisements.
- 4. Pay all fees, expenses, and disbursements promptly.
7. Obligations When IP BLOOMX Officers Are Appointed
- 7.1. Clients must ensure the Entity has sufficient funds to meet liabilities and pay additional sums as requested by IP BLOOMX LIMITED.
- 7.2. Clients and Appointees must:
- · Provide immediate updates on matters affecting the Entity.
- · Supply information for statutory returns or financial statements.
- · Disclose details of assets, transactions, or business activities.
- · Seek approval before disposing of Entity assets.
- · Report legal proceedings against the Entity or IP BLOOMX Officers.
- · Act in good faith if granted a power of attorney, maintaining accurate records and disclosing conflicts of interest.
- 7.3. IP BLOOMX LIMITED may take steps to protect the Entity’s interests, including obtaining professional advice, at the Clients’ or Entity’s cost.
8. Instructions and Requests
- 8.1. Instructions to IP BLOOMX LIMITED must be in writing (letter, fax, or encrypted email from the Managing Agent with prior consent).
- 8.2. Actions taken by IP BLOOMX LIMITED to comply with applicable laws do not breach these terms.
- 8.3. IP BLOOMX LIMITED is not required to act on unlawful or detrimental instructions.
- 8.4. If no instructions are received within 30 days (or sooner for urgent matters), IP BLOOMX LIMITED may take discretionary actions, including ceasing action or transferring Entity assets, without liability.
- If IP BLOOMX Officers serve as directors, trustees, or partners, IP BLOOMX LIMITED may, without notice, take actions such as dissolving the Entity, resigning officers, or transferring shares to the Clients.
9. Fees and Payments
- 9.1. Legal ownership of the Entity (if not a trust/foundation) transfers to Clients only after full payment of fees, duties, and taxes. No refunds are provided after processing or if Services are terminated.
- 9.2. Services are contingent on full payment of fees and disbursements.
- 9.3. Clients authorize IP BLOOMX LIMITED to withdraw funds from managed accounts to cover fees, taxes, or penalties.
- 9.4. Fees are outlined in IP BLOOMX LIMITED’s Fee Schedule or as agreed with Clients.
- 9.5. Unpaid fees for over 90 days may lead to Service termination or asset liquidation.
- 9.6. No interest is paid on funds held by IP BLOOMX LIMITED unless agreed.
- 9.7. IP BLOOMX LIMITED may retain third-party commissions related to Services.
- 9.8. Clients must cover costs for dissolution, liquidation, or transfer of the Entity.
- 9.9. IP BLOOMX LIMITED will not transfer Entity management until all fees are paid.
- 9.10. Partial payments are applied first to professional fees, then to government or third-party fees.
10. Confidentiality and Data Protection
- 10.1. IP BLOOMX LIMITED strives to protect confidential information provided by Clients, their Appointees, or the Entity, subject to legal obligations.
- 10.2. Personal data is collected to provide Services and may be used for marketing or informational purposes.
- 10.3. Confidentiality obligations do not apply if disclosure is required by law, necessary for Services, or in the Clients’ best interests when instructions are unavailable.
- 10.4. Data is used only for stated purposes and not distributed outside IP BLOOMX LIMITED, though it may be transferred to jurisdictions with varying data protection standards.
- 10.5. IP BLOOMX LIMITED may act for other clients, including competitors.
- 10.6. Reports or advice are confidential and may not be shared without IP BLOOMX LIMITED’s consent, except with legal or financial advisors.
- 10.7. IP BLOOMX LIMITED may review all correspondence related to Services or the Entity.
11. Termination of Services
- 11.1. IP BLOOMX LIMITED may terminate Services if:
- · Clients or Appointees fail to comply with these terms.
- · The Entity is used for undisclosed activities.
- · A Client dies without provision for Entity management.
- · Legal proceedings are initiated against the Entity or Clients.
- 11.2. Termination under 11.1 allows IP BLOOMX LIMITED to act per Section 8 without liability.
- 11.3. IP BLOOMX LIMITED may terminate Services with 45 days’ notice.
- 11.4. Breaches of Sections 2 or 3 result in immediate termination.
- 11.5. Post-termination, IP BLOOMX LIMITED may continue Services to meet regulatory duties, charging applicable fees.
12. Interpretation
Providing Services does not imply IP BLOOMX LIMITED’s endorsement of any Client actions or Entity purposes in any jurisdiction.
13. Notices
Notices must be in writing, sent by courier, fax, or email to the last notified address. They are deemed served upon first attempted delivery (courier) or during business hours (fax/email).
14. Miscellaneous
- 14.1. These terms replace all prior agreements.
- 14.2. Failure to exercise rights does not waive them.
- 14.3. No partnership, employment, or joint venture is created between IP BLOOMX LIMITED and Clients.
- 14.4. Terms apply to singular/plural and masculine/feminine contexts.
15. Governing Law
These Terms of Business are governed by Cyprus law, and Clients, their Appointees, and Managing Agents submit to the exclusive jurisdiction of Cyprus courts.
Email Services Acceptable Use Policy
1. Overview
This Acceptable Use Policy (AUP) governs the use of email services provided by IP BLOOMX LIMITED. It forms part of the service agreement and may be updated periodically to align with industry standards. Changes will be posted on ----- or communicated in writing. Violations may result in account suspension, termination, or content interception.
2. Email Sending Standards
Clients must comply with email sending metrics (e.g., bounce rates, spam complaints) as set by IP BLOOMX LIMITED. Third-party mailing lists are prohibited. Emails and SMS must only be sent to recipients with explicit consent, verifiable upon request. Marketing emails require a clear unsubscribe option, and sender identity must be transparent.
3. Prohibited Conduct and Content
Clients must not engage in illegal, unethical, or harmful activities, including concealing identity or damaging IP BLOOMX LIMITED’s reputation. Prohibited content includes unlicensed gambling, payday loans, exploitative material, or anything illegal or threatening.
4. System and Validation Usage
Excessive use of shared resources that disrupts operations is forbidden. Clients are limited to one free account per platform. Email validation services must not verify addresses without consent or use third-party lists.
5. Legal Compliance
IP BLOOMX LIMITED cooperates with law enforcement, inspecting content or traffic as required and reporting illegal activities. Clients are responsible for AUP violations via their accounts and must secure their accounts against unauthorized use.
6. Additional Provisions
Clients must use assigned IP addresses and comply with domain registration rules. False registrations or unauthorized credit card use are prohibited. IP BLOOMX LIMITED may modify or delete DNS records for falsely registered domains.