TERMS AND CONDITIONS

Costa Rica Incorporation Services:
Both the Client and the Quality Solutions Network agree to be bound by the following Terms and  Conditions until one of the parties advises the other in writing services hired are terminated,

1. Definitions
a. "Quality Solutions" means Quality Solutions Network S.A., company duly incorporated under the Costa Rican law, registered under the corporate ID number 3-101-517315;
b. "Client" is any person, firm, association, or corporation, or any other entity at whose request or on whose behalf, either directly or indirectly, Quality Solutions undertakes any business or provides advice, information or services;
c. "Legal Fees" means any duties, taxes, fees, and stamps needed to be paid by Quality Solutions and in accordance to the corresponding law in order to finish the services hired by the client. "Payment of legal fees to the administration" means any payment made by Quality Solutions, on behalf of the Client, for any service rendered in connection with the facilitation of services, registration, penalties, interest and fines and any other payments on behalf of the Client to the corresponding authority;
d. "Services" shall mean those services contained in the Professional Service Agreement which are agreed to by the Client and Quality Solutions. 

2. Fees and Disbursements
a. The fees for Services shall be in accordance with the fee schedule as agreed upon between the Client and Quality Solutions;
b. The Client shall pay to Quality Solutions all fees charged for the Services rendered by Quality Solutions to the Client;
c. Disbursements incurred by Quality Solutions on behalf of the Client shall be reimbursed to Quality Solutions by the Client.
 
3. Invoicing and Payment
a. Quality Solutions shall issue invoices to the Client for all fees and Disbursements pertaining to Services rendered to and on behalf of the Client;
b. All such invoices shall be payable upon receipt, or as otherwise agreed between the Client and Quality Solutions;
c. In the event of default of payment by the Client, Quality Solutions, in addition to any other legal rights and remedies shall have the right to retain, in its possession, all documents of the Client which are in its possession and all documents of the Client which may, in the future, come into its possession. The right of possession shall include the right to dissolve, to unregister, or to annul any legal procedure done in the name of the client in the event that such default shall continue for a period of 45 days.
 
4. Advancement of Funds
a. Upon request by Quality Solutions, the Client shall provide to Quality Solutions, prior to the release of the shipment of packages or documents, sufficient funds to enable Quality Solutions to pay on behalf of the Client all Disbursements that are estimated by Quality Solutions to be payable on such shipment;
b. If, at any time, Quality Solutions determines that additional funds are required to finish the services hired by the Client, the Client shall upon demand advance such additional funds Quality Solutions;
c. If the Client fails to advance funds to Quality Solutions upon request as aforesaid, Quality Solutions shall have no obligation with respect to rendering the services for which advance funds had been requested Quality Solutions.

5.Privacy Policy and Return / Cancellation of Services’ Policy
a. If the service is not fully fulfill as accorded by the agreement due to fault or negligence of Quality Solutions or Quality Solutions’ Members, Quality Solutions shall refund the complete amount of the payment or payments made by the client regarding the service or services hired;
b. If, at any time, the client decides to cancel the hired service or service, Quality Solutions shall be paid the expenses, legal fees, and professional fees, up to the moment when it is received in writing the client’s decision.  If payment or payments have been received by Quality Solutions, these expenses, legal fees, and professional fees will be deduced from the payment and the remaining fund will be refund to the client. The costs of sending the money back to the client should be assumed by the client according the method of refund selected.
c. If the client decides to cancel the service once Quality Solutions has finished the service hired, the client must pay the complete invoice as received for the complete service.

6.Duties and Responsibilities of the Client
The Client shall:
i. provide to Quality Solutions on a timely basis all information necessary for Quality Solutions to provide the services set out herein, including all information required to complete the hired service or services including all documentation and/or data requirements;
ii. Promptly review all documentation and/or data and notify Quality Solutions of any inaccuracies, errors or omissions found therein and advise Quality Solutions promptly about those inaccuracies. The Client acknowledges that the services hired will be developed based upon its interpretation of such information;
iii. Indemnify and save harmless Quality Solutions against any and all actions, causes of action, claims, suits or demands of any nature whatsoever arising from third party claims which result from inaccuracies, mistakes or omissions in the information and documentation provided to the Quality Solution by the Client or its agents and relied upon by Quality Solution.
iv. the Client declares: that all details provided in the application forms and during the complete process are complete, true, accurate and timely; and that authorizes and appoints Quality Solutions Network S.A. to act as representative in accordance with the instructions detailed in the information provided.  The client agrees to abide by the laws of the country of incorporation of the company and conditions of business as specified, and assures that the corporation will not execute any illegal activity.

a. The Client shall be solely liable for:
i. any and all Disbursements made by the Quality Solutions on behalf of the Client;
ii. any legal fees, fines, penalties, interest or other levies imposed by the corresponding authority, with respect to service or services done Quality Solutions in the name of the Client; and
iii. any loss or damage incurred or sustained by Quality Solutions in relation to the provision of Services to the Client herein.
 
7. Duties and Responsibilities of Quality Solutions:
a. Quality Solutions shall at all times provide Services in a timely and professional manner in accordance with the generally accepted standards of Incorporation and Registration, and in compliance with all applicable laws and regulations of Costa Rica or Territory thereof;
b. All information pertaining to the Client shall be kept confidential by Quality Solutions and its sub-agents and employees, if applicable, and shall only be released as required by a competent judge, subject to instructions from the Quality Solutions to release the information to third parties;
c. Quality Solutions shall take all reasonable steps to provide Services in accordance with the instructions from the Client, provided however, that should Quality Solutions reasonably consider that it is in the interest of the Client to depart from the Client's instructions, Quality Solutions shall have the authority to do so and shall be indemnified and saved harmless by the Client for so doing;
d. Quality Solutions shall provide to the Client in respect of each transaction made on the Client's behalf a copy of the accounting documents and/or data pertaining thereto;
e. Quality Solutions shall not be liable for any failure to provide the Services which is a result of the operation of the applicable laws of Costa Rica or any other Jurisdiction or a change in the laws or policies of those jurisdictions.
 
8. Errors and Omissions
Any errors or omissions the application forms and documents and/or data transmissions must be reported in writing to Quality Solutions by the Client as soon as possible but in any event within 5 days from the date of Quality Solutions’ invoice relating to the services.  Quality Solutions shall not be responsible for any errors or omissions unless the same are reported to Quality Solutions within the said 5 day period. Any extra fees or expenses required to correct error or omissions shall be assumed by the client.
 
9. Termination
In the event that the Service or services is terminated and before the services hired are concluded by Quality Solutions, refunds shall take place according to the term number 5 of this document.

10. Governing Law
The Services Agreement and the Standard procedures to complete the service or services will be governed by and construed in accordance with the laws of Costa Rica applicable therein. The parties hereby irrevocably and unconditionally attorn to the jurisdiction of the courts of Costa Rica and all courts competent to hear appeals therefrom.
 
11. Severability
Each of the clauses of this Professional Service Agreement is and shall be deemed to be separate and severable and if any provision or part of these conditions is held for any reason to be unenforceable, the remainder of these conditions shall remain in full force and effect.