1. Scope of Application
1.1. These Terms of Blugency as well as the provisions declared to be binding by these Terms, in particular the privacy policy, cookie policy, and data processing addendum, regulate the rights and obligations in connection with the use of the services and products offered via www.blugency.net (including all subdomains). Blugency reserves the right to make changes to (these “Terms”) at any time and to publish the current version on www.blugency.net.
1.2. These Terms apply to the above-mentioned domain and to all other services which Blugency provides directly or indirectly to its clientele.
1.3. Service is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Service.
2. Order
An order is considered as an offer to Blugency to conclude a contract. Blugency is free to refuse orders in whole or in part without giving reasons. In such a case you will be informed and any payments already made will be refunded. Further claims are completely excluded.
3. Contract
A contract is concluded by the client's acceptance of an offer made by Blugency in connection with the purchase of services or products.
4. Right to refuse services
Blugency reserves the right to refuse any and/or all its Services to any Client without giving any reason or explanation thereto, and cannot, under any circumstances, be held responsible for such refusal.
5. Legal Advice
Whilst Blugency endeavors to provide true and correct information on all its Services, it is not providing legal advice. The Client is responsible for ensuring that he/she has taken all necessary tax and legal advice with regard to the establishment and operation of the Company and for ensuring that the Company activities will not breach the law of any relevant jurisdiction.
6. Legal Purposes
The Client warrants that he/she will not use any of the rights granted in any Agreement for any illegal, obscene, immoral, or defamatory purposes and will not in any way bring Blugency into disrepute. The Client shall not in any way whatsoever use or combine the Blugency name, in whole or in part, for the purpose of trading activities. Blugency reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.
7. Anti-Money Laundering and Due Diligence
The Client shall provide Blugency with such information as Blugency considers necessary in order to ensure that both Blugency and the Company are complying with applicable legislation on anti-money laundering and due diligence. The Client is responsible for ensuring that the information provided to Blugency is correct. The Client also warrants to Blugency that assets or funds introduced to the Company do not represent either directly or indirectly the proceeds of a criminal or other illegal activity. In order to enable Blugency to meet its legal obligation, the Client shall keep Blugency fully and promptly informed of any changes in the beneficial ownership, shareholding, and officers of the Company. The Client shall immediately inform Blugency of the nature of the activities of the Company and seek Blugency’s prior written consent before making any material changes to those activities.
8. Prices
8.1. Unless otherwise stated in the offer, all prices are quoted in USD and exclude any applicable value-added tax (VAT).
8.2. Blugency reserves the right to change prices at any time. The prices valid at the time of the conclusion of the contract on the website www.blugency.net or according to the separate Blugency price list are applicable.
8.3. The prices valid at the time of the conclusion of the contract are always applicable.
9. Retention of title
If Blugency makes advance performance, Blugency shall retain title to the services delivered until the purchase price owed has been paid in full.
10. Payment
10.1. Payments are accepted exclusively in USD. Blugency reserves the right to exclude individual means of payment in general or for individual clients without giving reasons.
10.2. Blugency is entitled to impose surcharges on individual means of payment.
10.3. Blugency may obtain a credit check on you from third parties and pass on your client data on payment behavior to third parties.
10.4. Ordered products as well as services remain the property of Blugency until the purchase price (including all surcharges) has been paid in full.
10.5. The client undertakes to pay the invoiced amount within 30 days of the invoice date. If the invoice is not paid within the aforementioned payment period, the client will be warned. If the invoice is not paid by the client within the set reminder period, the client will automatically be in default. From the moment of default, the client owes default interest in the amount of 5%.
10.6. Blugency reserves the right to demand payment in advance at any time and without giving reasons. Blugency has the right to refuse the provision of services or the delivery of products in case of late payment. In case of a purchase on prepayment, the provision of the service or the delivery of the products will only take place as soon as the corresponding payment has been received by Blugency.
10.7. The offsetting of the invoiced amount against any claim the client may have against Blugency is not permitted.
10.8. Blugency reserves the right to amend prices and availability on the website due to errors or omissions without notice. Prices are correct at the time of publication but may change without notice with the exception of confirmed services.
10.9. In the case of a recurring subscription, the subscription period shall be renewed automatically at the expiry of each subscription period, until terminated. By purchasing a recurring subscription, the Client authorizes Blugency to automatically charge the Fees:
10.10. upon the commencement of the subscription period, upon expiration of any applicable trial period, or at a date otherwise indicated by Blugency; and
10.11. on the renewal date of the subscription period thereafter, without any further action by the Client.
11. Client's Default
11.1. If the Client fails to make any payment on the due date, then, without prejudice to any other right or remedy available to Blugency, Blugency shall be entitled to:
11.1.1. cancel the order or suspend any further deliveries of Services to the Client;
11.1.2. appropriate any payment made by the Client for such of the Services (or the Services supplied under any other contract between the Client and Blugency) as Blugency may think fit (notwithstanding any purported appropriation by the Client).
11.1.3. This condition applies if:
11.1.3.1. the Client fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
11.1.3.2. the Client becomes subject to an administration order or makes any voluntary arrangement with its creditors or becomes bankrupt or goes into liquidation or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
11.1.3.3. the Client ceases or threatens to cease, to carry on business; or
11.1.3.4. Blugency reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
11.1.4. If the above condition applies then, without prejudice to any other right or remedy available to Blugency, Blugency shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client, and if the Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous Agreement or arrangement to the contrary.
12. Obligation to cooperate
12.1. The client undertakes to immediately take all precautions necessary for the provision of the service by Blugency. The client's arrangements are to be made at the agreed place, at the agreed time, and to the agreed extent. This includes, among other things, the provision of appropriate information and documents to Blugency.
12.2. In addition, the client is obliged to cooperate comprehensively and in a timely manner. The client has to provide Blugency with all documents and information required in connection with the provision of services, without being asked to do so, in full and with the correct content. Blugency assumes that the information and documents provided are correct and complete and comply with the legal obligations to cooperate and provide information. Blugency is only responsible for checking the correctness and regularity of documents, information, and figures provided by the client if this has been agreed upon in writing in advance.
12.3. Blugency shall keep a manual file within the scope of the assignment, which shall contain copies of relevant documents, and which shall be the property of Blugency.
12.4. The client shall ensure that all data and documents that Blugency deems necessary for the correct and timely execution of the mandate are made available to Blugency in a timely manner and in the form and manner requested by Blugency.
12.5. Unless otherwise stipulated by the nature of the assignment, the client shall be responsible for the correctness, completeness, and reliability of the data and documents provided to Blugency, even if these originate from or are obtained via third parties.
12.6. Additional costs and fees resulting from a delay in the execution of the assignment, caused by the fact that the requested data and/or documents were not provided by the client, or were not provided in due time, or were not provided properly by the client, shall be borne by the client.
12.7. The client shall ensure that Blugency is promptly informed of any facts and circumstances that may be relevant to the proper performance of the engagement.
13. Obligations of Blugency
13.1. Blugency fulfills its obligation unless otherwise agreed, by providing the agreed service. The majority of Blugency's services are provided online. For all other services, the place of performance shall be the registered office of Blugency, unless otherwise agreed.
13.2. All activities carried out by Blugency shall be carried out to the best of its knowledge and ability, faithfully in accordance with the requirements of good professional practice.
14. Force Majeure
In the event that Blugency is unable to fulfill its contractual obligations, or is unable to fulfill them on time or properly, due to a cause beyond its control, including, but not limited to, employee illness (whether or not caused by a pandemic), computer network malfunctions and other stagnations in the normal operations of its business, these obligations shall be suspended until such time as Blugency is again able to fulfill them in the agreed manner.
15. Promotions Misuse
Promotions shall be used for their intended purpose only. Promotions can only be used once and attempting to use promotions multiple times amounts to misuse. Where damage is caused by improper use, of promotions or uses other than the normal purpose, the Customer shall be liable for the loss and damage incurred and Blugency shall have the right to cancel the order placed by the Client as a result of the misuse.
16. Confidentiality
Unless required by law, or regulation, Blugency shall be obliged to keep confidential information received from the client secret from third parties. However, an exception shall apply in the event that Blugency acts on its own behalf in disciplinary, civil, or criminal proceedings in which such information may be relevant.
17. Intellectual Property
17.1. Blugency reserves all intellectual property rights in respect of the intellectual products that it uses or has used or has developed and/or has developed in connection with the execution of the assignment and/or otherwise.
17.2. The client is expressly prohibited from reproducing, publishing or commercially exploiting these products, (sample) contracts and other intellectual products of Blugency, in the broadest sense of the word, with or without the involvement of third parties.
17.3. The client has the right to reproduce written documents for internal use within its own organization, provided that the purpose of the assignment requires this. In the event of premature termination of the assignment, the above provisions shall apply mutatis mutandis.
18. Complaints
18.1. Complaints regarding the work performed and/or the invoice amount shall be reported to Blugency in writing within 60 days of the date of dispatch of the documents or information complained of by the client, or within 60 days of the discovery of the defect, provided that the client proves that it could not reasonably have discovered the defect earlier.
18.2. Complaints within the meaning of the first paragraph shall not have a suspensive effect on the Client's payment obligation.
19. Company Formation and Documents
19.1. The company to be founded comes into existence with legal effect upon registration in the register of the respective Department of State. Blugency will inform the client about the company number after receiving the information. The sending of the original documents depends on the processing time of the Department of State and can, according to experience, take several weeks.
19.2. The documents will be sent by the client’s access dashboard. Other shipping methods must be agreed upon and will be charged separately.
19.3. If the delivery becomes impossible or difficult due to force majeure, official measures, plant shutdown, strike, the Department of State or Partner including but not limited to CPA “Certified Public Accountants, CAA “IRS Certified Acceptance Agent”, Registered Agent “Northwest Registered Agent, Inc.”, has refused formation or offering registered agent service, including but not limited to illegal or immoral grounds, Blugency is released from the obligation to deliver for the duration of the hindrance and its after-effects. The client will be informed immediately of the occurrence of such events.
20. Assignment
20.1. Blugency may assign the Contract or any part of it to any person, firm, or company.
20.2. The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of Blugency.
21. Chargebacks
The Client agrees to contact Blugency prior to raising a request for a chargeback or any dispute with your bank or card issuer in relation to any Transaction. If the Client makes a card payment through Blugency, and later disputes a legitimate charge by raising a chargeback without merit or legitimate reason (as determined at Blugency's sole discretion), whether fraudulently or otherwise, then Blugency reserves the right to blacklist the Client by providing compelling evidence to refute the Client's invalid chargeback request and or pursue legal action as the case may be.
22. User Accounts
22.1. By registering for an Account, which requires the Client to provide Blugency with certain mandatory and voluntary information necessary to successfully register and use the Services, the Client agrees and acknowledges that:
22.1.1. the Client has read and agrees to be bound by and comply with these Terms; and
22.1.2. that the Client will ensure that all users of your account comply with these Terms.
22.2. The Client is responsible for maintaining the confidentiality of his/her account, and the Client is responsible for all activities that occur under his/her account.
22.3. The Client agrees that any action taken by any person through his/her account will be considered an action taken by the Client, and the Client will ensure that all persons who have access to and use the Client's account are authorized to do so.
22.4. Blugency will not be liable for any loss, damage, or liability arising out of or in connection with any unlawful, fraudulent or illegal use of the Client's account.
22.5. Blugency reserves the right, without notice, explanation, or liability, and in its sole discretion, to deny or block your access to the website or the Client's account, or to remove or edit any content uploaded by the Client at any time.
22.6. Blugency reserves the right to change, modify, suspend or discontinue any part of the website or any other products, services, us in connection with any of the foregoing at any time.
22.7. The Client agrees that access to or operation of the foregoing services may be interrupted or encounter technical difficulties from time to time.
23. Limitation of liability
23.1. To the maximum extent permitted by law, Blugency accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special, or exemplary damages arising from the use of the Services or any information contained therein.
23.2. Nothing in these terms and conditions excludes or restricts Blugency’s liability for death or personal injury resulting from any negligence or fraud on the part of Blugency.
23.3. To the extent permitted by law, Blugency provides its Service and content on an "as-is" and "as available" basis and we make no representation or warranty of any kind, express or implied, regarding the content or availability of its Service, or that it will be timely or error-free or that defects will be corrected.
23.4. Subject as provided above, Blugency shall have no liability to the Client for any direct, indirect, special, or consequential losses or damages arising in contract, tort (including negligence) or otherwise arising from your use of the Client`s inability to use the Service including but not limited to the rejection of any application by any Partners of Blugency (CPA “Certified Public Accountants, CAA “IRS Certified Acceptance Agent”, Registered Agent “Northwest Registered Agent, Inc.”, and/or any Governmental or Federal entity).
23.5. In the event that Blugency is found to be liable to you our total aggregate liability is limited to the purchase price of the services the Client has paid for in the Client`s order. This does not include or limit in any way Blugency's or any Partner’s liability for any matter for which it would be illegal for Blugency or it to exclude, or attempt to exclude, Blugency`s liability, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
23.6. Every effort has been made to ensure that these terms and conditions adhere strictly to the relevant legal provisions. If any of these terms are found to be unlawful, invalid, or otherwise unenforceable, that term is to be deemed severed from these and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
24. No Warranty
24.1. The website and any related services are provided on an "as is" and "as available" basis, without warranty of any kind, whether written or oral, express or implied.
24.2. Blugency disclaims all implied warranties, including but not limited to all warranties of title, non-infringement, merchantability, and fitness for a particular purpose.
24.3. Blugency does not represent or warrant that the service will meet the client's needs or requirements, that any information obtained through the use of the service will be accurate or reliable, that use of the service will be uninterrupted, timely, secure, or free from error, or that all defects in the service will be corrected.
25. Informational Purposes Only
25.1. The Content of the website is for informational purposes only.
25.2. Nothing on the website is intended to be, and you should not consider anything on the website to be, financial, accounting, tax, or legal advice.
26. Severability
If any provision of this agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
27. Entire Agreement
These terms contain the whole agreement between the parties relating to its subject matter and supersede all prior agreements, arrangements, and understandings between the parties relating to that subject matter.
28. Right to vary these terms
Blugency may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you.
29. No Waiver
In the event that Blugency fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
30. Previous Terms and Conditions
In the event of any conflict between these Terms and any prior versions thereof, the provisions of these Terms shall prevail unless it is expressly stated otherwise.
31. Law and Jurisdiction
These terms and conditions and the relationship between the Client and Blugency shall be governed by and construed in accordance with the Law of the State of New Mexico and Blugency and the Client agree to submit to the exclusive jurisdiction of the Courts of Santa Fee.