Terms & Conditions
Terms and Conditions
Tresp Corporate Services, LLC provides general business information and related services. We do not provide legal, accounting, tax, or other professional advice.
Tresp Corporate Services, LLC and its assigns, (hereinafter “TCS”), are authorized to be the registered agent for the company that you, the buyer, are forming or purchasing (both buyer and entity being formed or purchased hereinafter “Client”). This creates an agency relationship between TCS and the Client, hereinafter the “Parties” limited to the duties and obligations herein. The Parties hereby agree to the following.
TCS will maintain a digital and physical address for the Client in accordance with the state law and as defined by the applicable state rules to accept service of process, forward any due process, maintain the address of record to which all service of process is to be delivered for the Client represented and maintain on file the information required to complete our the duties of our engagement with Client.
The person who formed or purchased the entity agrees that the names and addresses of the entity’s designated contact, officers and directors, or managers and/or members will be kept current with the registered agent, within thirty (30) days of any change, until the entity’s first annual report is accepted for filing with the Secretary of State and annually thereafter.
Emailed, faxed, printed, Terms and Conditions listed on TCS’s website or otherwise electronic and printed versions of this or any agreement between Client and TCS shall constitute the same and have the same legal bearing as signed originals.
Power of Attorney. The person who has ordered or purchased the entity hereby authorizes TCS, the registered agent, to have full power and authority to act on behalf of the Client with the State of Wyoming. The agent’s powers shall be limited to preparing, signing, and filing documents with the State of Wyoming.
Fees and Cost. The Client assumes liability for all charges incurred as a result of any and all services performed by TCS on the Client’s behalf or upon the Client’s direction. Such charges shall be due and payable prior to services rendered. If the Client fails to pay any outstanding balance for thirty (30) days following the date upon which the charge is invoiced, the services of TCS shall be suspended and TCS may thereafter resign as the registered agent without notice and the Client shall assume any liability for any damages incurred as a result of such action.
Fees may be changed with thirty (30) days notice to Client.
Indemnity. Except in the case of proven negligence or willful misconduct by TCS, in either of which events liability by TCS (in the aggregate) shall not exceed $500, TCS’s entire liability and the Client’s exclusive remedy for damages due to performance or non-performance of TCS for any cost of service whatsoever, regardless of the form of action, whether in contract or in tort, shall be limited to the refund for the charges specifically of the non-performance of services covered in this agreement. When receiving process on behalf of the Client, TCS shall in no event be responsible for any part of the underlying claim, nor shall TCS be responsible for the underlying collateral in connection with UCC filings or searches. In no event does TCS assume any liability whatsoever to any party other than the Client for the Client’s use of TCS’s services, and the Client agrees to indemnify TCS against any claims brought by such parties. The Client is prohibited from assigning any cause of action or remedy to any third party and is further prohibited from encouraging any third party to bring any cause of action against TCS. While TCS takes reasonable steps to provide complete and accurate services, TCS cannot warrant or guarantee that its services are complete or error-free. TCS is not an insurer concerning the services performed. To obtain TCS’s services for the charges stated, Client agrees to assume the risk for any liabilities disclaimed by TCS and all damages above the limited remedy provided herein. If TCS or its employees, affiliates, subsidiaries, or representatives are subject to legal process or claim on behalf of the Client, regardless of whether such process or claim is due to either parties act or omission, the Client shall indemnify TCS for any damages or expenses incurred. These damages and expenses include reasonable attorney fees that TCS in its sole discretion, incurs in obtaining legal representation. TCS shall not be liable to Client or any third party for any direct, indirect, special, consequential, or incidental damages (including damages for loss of business, business interruption, loss of business information, and the like) arising out of the use of TCS’s services, even if TCS has been advised of the possibility of such damages. This indemnity applies to all services contracted by Client with TCS.
Services. TCS contractual obligations as a registered agent hereunder are limited to the receipt and forwarding to the company of items covered by the respective statute, rule, regulation or contract, and do not include the provision of a business or mailing address independent of such statute, rule, regulation, or contract. Once these items have been forwarded, TCS has no obligation to follow up with the Client to ensure that required filings are made with legal, state, or federal agencies. In addition, TCS has no obligation to forward any items received pursuant to any unauthorized use of TCS’s address and assumes no liability to the Client or any other party for loss of such items. Client assumes all liability for such losses regardless of whether the Client had approved or initiated the unauthorized use. TCS may seek reimbursement from the Client for any costs incurred in connection with the unauthorized use of TCS’s address.
All payments made to Tresp Corporate Services, LLC are non-refundable.
It is the Client’s sole responsibility to keep TCS informed as to any changes in address or of changes of persons authorized to receive TCS notifications, reports, process, and legal matters. Such changes are deemed to be effective when entered into TCS’s client record systems. The information provided in this agreement will be kept current with TCS annually or within sixty (60) days of any change during the first year. Should changes in Managers, Managing Members, Directors, or Officers be made, it is the responsibility of the Client to notify TCS of such changes 45 days before the anniversary date of Client or within sixty (60) days of any change during the Client’s first year of existence. Client is responsible for reporting assets located within the State of Wyoming to TCS. It will be assumed such assets are $0 unless otherwise specified. Should the assets change it is Client’s responsibility to notify TCS of such changes 45 days prior to the anniversary date of the company.
Mail Forwarding Terms and Conditions
A. TCS shall have the option, at its discretion, to review any account at any time and to increase the amount of any deposit required hereunder when, in TCS’ opinion, such increase shall become necessary due to the volume of mail or frequency of forwarding required by Client. The standard plan that was purchased provides for the forwarding of all letters but not to exceed $6.45 in postage costs per your forwarding service. Additionally, there will be a $15.00 surcharge plus postage for any forwarding of packages received. Rates to be charged under this agreement may be increased as is deemed appropriate or necessary upon 30 days written notice to Client.
B. IN THE EVENT OF TERMINATION: of this agreement by either party for any reason or in the event of default by Client, it is agreed that mail services under this agreement shall immediately cease. Further, TCS may, or may not, at its sole discretion, return any of Client’s mail to sender or discard any of Client’s mail that is received after termination of this agreement or after default, under this agreement, by Client. It is further agreed that upon the termination of services under this agreement, it is the sole responsibility of the Client to do all that is necessary to effect a proper change of address. It is further agreed that TCS may change the address that Client has been assigned with 30 days’ written notice to Client.
C. HOLD HARMLESS: Client shall indemnify and hold harmless TCS against and from any and all claims arising from Client’s use of this “Mail Forwarding Service” or the actions and services of TCS on behalf of Client, from and against all damages, costs, attorney fees, expenses and liabilities incurred in or about any such claim or any such action or proceeding brought thereon, and, in any case, actions or proceedings brought against TCS by reason of any such claim, whether said claim is brought by Client or a third party; Client, upon notice of, shall defend the same at Client’s expense by counsel reasonably acceptable to TCS.
D. COMPANY HEREBY EXPRESSLY REPRESENTS, WARRANTS, AND VOWS to TCS that Client’s services herein contracted for by Client, will at all times be in compliance with all State and Federal regulations, laws, and statutes. Client understands and agrees that if the Client changes its forwarding address, Client must immediately inform TCS in writing. It is the responsibility of the Client to make sure that TCS is notified of changes in Client’s forwarding address in writing to enable TCS to make changes to its records according to Client’s instructions. If TCS determines in its sole discretion that Client’s forwarding address is inadequate and makes a reasonable attempt to contact Client to determine an adequate address but is unable to obtain an address adequate to forward Client’s mail, TCS will hold the mail for no longer than 30 days and then return said mail to sender as undeliverable as addressed. No refunds of any type are allowed on deposits, mail forwarding or related fees. All transactions are final. In the case of a termination of this agreement and any unused portion of a deposit remains, TCS may, at its option, treat said unused portion as a cancellation fee, or may elect to allow Client a credit of all or a portion of said unused amount towards other services or products supplied by TCS.
Public Record Nominee Service Terms and Conditions
A. UPON PURCHASING: By purchasing the public record nominee service, the duly authorized agent and/or TCS (both hereinafter Nominee), may act on behalf of said company as a Manager(s)/Officer/Director of the Client for public record purposes, only. The Nominee’s duties and authority shall be limited expressly to signing and filing public documents required by State law in order to maintain the good standing of the Client. The Client shall indemnify and hold harmless the Nominee for any liabilities or claims the Client, except for liabilities arising from the Nominee’s failure or gross negligence with respect to the Nominee’s duties. In either of which events Nominee’s liability (in the aggregate) shall not exceed $500.
B. RENEWAL: The matters stated above are to continue annually beginning the 1st day of the incorporation month of the said company, with the appointment and resignation automatically recognized by Client. Should changes in Managers, Managing Members, Directors or Officers be made, it is the responsibility of the Client to notify the Nominee of such changes 45 days prior to the anniversary date of the company. Client will be responsible for reporting assets located within the State of Wyoming to the Nominee. It will be assumed such assets are $0 unless otherwise specified. Should the assets change it is Client’s responsibility to notify TCS of such changes 45 days prior to the anniversary date of the company.
C. Cancellation: Upon cancellation or termination of the Public Record Nominee Service, the Nominee will resign and appoint the last appointed Manager/Member/Officer/Directors. Such information shall be provided to the State of Wyoming and made public record. Further, upon the resignation of the Nominee, the principal and mailing office address will be changed to the last known address of the Client, on the records of TCS, with the Wyoming Secretary of State.
ENTIRE AGREEMENT: It is expressly understood that this agreement constitutes the entire agreement between the parties and that no statement, representation, promise, or inducement made by any party hereto, its agents or employees, which is not expressly contained in the agreement, shall be binding or of any force or effect.
CHOICE OF LAW: This agreement shall be governed by the laws of the State of Wyoming, without regard to Wyoming’s conflict of laws rules. It is further covenanted and agreed that jurisdiction of any suit or controversy involving this agreement shall be exclusively within the State of Wyoming.
PAYMENT IN FULL: If Client stops or cancels payment or does not complete payment in full to TCS, for any reason, for services and/or entities formed or purchased, under this agreement, TCS has the right to cancel the transaction with Client and change the State records to reflect that cancelation, which includes but is not limited to, changing the officers and shareholders of the entities formed or purchased.
TERM OF AGREEMENT: It is understood that the date purchased is NOT the contract date of service. The contract BEGINS the date at which time the service is purchased and ENDS one (1) year to date of the first (1st) business day of the month in which the service was purchased.
CHANGE OF TERMS: TCS may change these Terms and Conditions with thirty (30) days written notice. Clients continued use of TCS services will constitute acceptance of any such changes.
TCS does not and will not render legal, accounting, tax or other professional services under the terms of this agreement. By using our website and purchasing our services, you consent to our Terms and Conditions.