Terms and Conditions

1. Purpose and Scope of Application

1.1. These Terms of Business are intended to govern the business relations between OSB Service (“OSB”), owned and operated by Gurian Investment LTD,  and its clients (“Client”). On the basis of these Terms of Business, OSB shall provide the Client with service of remote personal bank accounts opening with banks in Georgia Caucasus (“Bank Account Opening”). 

1.2. These Terms of Business shall form an integral part of any agreement concluded between the Client and OSB on the execution of the OSB order form either by way of online order or paper form (“Agreement”). By entering into an Agreement with OSB, the Client accepts these Terms of Business. A price list and a list of services are available on the website of OSB (www.overseabanking.com). 

1.3. Any Terms of Business which deviate from, contradict or supplement these Terms of Business shall not become a part of any Agreement, unless otherwise specifically agreed in writing between the Client and OSB.

1.4. In the event of any conflict between the present Terms of Business and any Agreement, the provisions of the Agreement shall prevail over the present Terms of Business.

1.5. OSB reserves the right to change the Terms and Conditions at any time with immediate effect. The Client shall be notified of such amendments by notice in writing. Amendments shall be deemed to be approved by the Client unless OSB receives a written objection thereto within four weeks from the date of the notice.

2. Content and Scope of the Services

Bank Account Opening

OSB can perform the service of assistance in relation with the opening of an account with a bank or another financial service provider (“Bank”), such as a collection account provider, for the Client. In this framework, OSB may propose to the Client a list of Banks, but it is the Client who is responsible for the choice of the Bank. The Client may choose a Bank either among the list of Banks provided by OSB. The successful setting-up of complementary services such as credit cards, or internet banking access is guaranteed by the service. The service can only be employed for legal purposes as determined by applicable law.

3. Right to refuse services

OSB 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.

4. Legal Advice

Whilst OSB 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 personal bank account and for ensuring that the activities will not breach the law of any relevant jurisdiction.

5. 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 OSB into disrepute. The client will not in any way whatsoever use or combine the OSB name, in whole or in part, for the purpose of trading activities. OSB reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.

6. Anti-Money Laundering and Due Diligence

The Client shall provide OSB with such information as OSB considers necessary in order to ensure that the information provided to OSB is correct. The client also represents to OSB that assets or funds introduced to a Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity. 

7. Obligations of the Client

Due diligence documentation may include the provision to OSB of, without limitation : original certified copies of identity documents and the power of attorney, and certified translations where applicable. Any certification must be done in accordance with the requirements of the applicable jurisdiction and as per OSB’s instructions if any. The Client is obliged to provide the requested due diligence material prior to the commencement of OSB services.

8. Fees and Payment Terms

In General

8.1. The Client agrees to pay the fees charged by OSB. OSB fees can be found in the price list available on the website of OSB (www.overseabanking.com). In addition to the fees mentioned on the website, 
OSB starts an execution phase only after the receipt of the full payment of the fees. All fees and charges are payable in the currency nominated by OSB, which is usually Euros. The Client is not authorized to withhold fees and interests due to any service, guarantee or liability-related claims. In the same manner, any right of off-set on the part of the Client is hereby excluded.

Bank Account Opening

8.2. The Client shall owe OSB a one-time fee for its service regarding the opening of a Bank account. This set-up fee can be changed at any time without prior notice. The set-up fee may be quoted in Euros. The client will pay the set-up fee before OSB begins the performance of the service. The client can pay the set-up fee by any legal means, including through legal counsel. Clients who send OSB a credit card as payment accept that OSB bills their credit card for the full amount of the set-up fee for the account they have chosen plus the price of the courier service if requested.

8.3. The Client shall owe OSB a one-time non-refundable fee for OSB’s introduction and application assistance. Such fee is paid in respect of OSB’s service costs only. 

9. Communication and Instructions

The Client and OSB may send to each other instructions, notices, documents or any other communication either by mail, e-mail, telephone, through OSB’s dedicated web portal, PROVIDED ALWAYS, that OSB may send fee notes by e-mail message attachment. The Client and OSB shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed if to OSB, at its registered office or at such other address as OSB may by notice in writing notify to the Client from time to time and, if to the Client, at his/her address or at such other address as the Client may by notice in writing notify to OSB from time to time, including holding mail instructions that shall be agreed upon in writing. So that OSB may at all times be able to contact the Client should the need arise, the Client agrees to inform OSB immediately upon changing his/her address and e-mail address or telephone.

10. Data Processing and Data Protection

10.1. OSB will process personal data which as per the definition found in the General Data Protection Regulation (GDPR) means any information relating to an identified or identifiable natural person also referred to as data subject. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identified such as a name, an identification number, location data 

The processing of data means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, retrieval, consultation, adaption or alteration, use, disclosure by transmission, dissemination and suppression of such personal data or otherwise making available, alignment or combination, restriction, erasure or destruction. 

The recipients of the personal data may include OSB affiliated companies acting as subcontractors or auxiliaries, the registered agents in the jurisdictions relevant to the services, our IT suppliers or financial providers such as our payment acquirers, including banks, whom the Client has expressly requested to be introduced to, the public companies’ registries, or the legal authorities. All these disclosures which have been listed shall only occur in accordance with the GDPR and our business relationship with these third part providers shall be a contractual one whereby both parties agree to abide by the obligations found in the GDPR such as the obligation of confidentiality on whoever is handling the personal data of the data subjects. 

To comply with “Know your client” obligations and ensure the correct service delivery, the processed data will include particulars of the Client, such as the full legal name(s), the nationality, the date of birth, domicile and residential addresses, passport numbers, passport validity dates, and contact details of identifiable individuals, as well as supporting documents evidencing such personal data and service instructions from the Client. 

The Client is under an obligation to maintain his/her personal data up to date during the entire contractual relationship with OSB, and to submit any required supporting document in relation to his/her update obligation in the exact form prescribed by OSB.

10.2. The Client acknowledges that more information regarding data processing may be obtained by contacting OSB or by email to  client@overseabanking.com. Any communication will be made in English. Any other language may only be used at OSB’s sole discretion and as a courtesy to the Client

10.3. The Client is informed that he/she has a right to withdraw his/her consent, The withdrawal of consent shall neither affect the lawfulness of processing based on consent before its withdrawal, nor the lawfulness of a continuation of the data processing where another valid purpose exists, such as the purpose of complying with the law. 

The Client warrants he/she has secured the valid legal authorization of any applicable data subject whose personal data he/she transferred to OSB and that such data subject has consented to the processing of their personal data by or through OSB for the purpose of the service performance or in application of due diligence obligations.

10.4. OSB, its directors, employees or agents, are required to handle data with confidentiality. Despite all security precautions, data including e-mail electronic communications and personal financial data may be accessed by unauthorized third parties when communicated between the Client and OSB. Communicating with OSB may imply for the Client to use software produced by third parties including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by OSB. 

11. Legal Incapacity

The Client shall bear the risk of any damage arising from any lack of legal capacity of his/her person and his/her attorneys or other third parties, unless such incapacity has been communicated to OSB in writing.

12. Liabilities

12.1. Without prejudice to any specific provision, any damage resulting from the error or omission of OSB, its directors, employees or agents shall be borne by the Client, unless OSB, its directors, employees or agents has acted with gross negligence or fraud or any other liability that cannot be excluded pursuant to applicable law. OSB will not be liable for any loss sustained as a result of any mechanical breakdown, strike, delay or failure of any staff, manager or caretaker to perform their duties.

12.2. Any damage whatsoever caused by or arising from, directly or indirectly, the error, failure, negligence, act or omission of any other person, system, institution or payment infrastructure shall be borne by the Client.

12.3. Damage or loss resulting from the use of postal services, telegraph, telex, facsimile, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by the Client, unless OSB has acted with gross negligence.

12.4. OSB cannot be held responsible either in the event of a breakdown of any of the communication means necessary for the performance of its services under this Agreement or for any mail or calls received for the purposes of its services under this Agreement. Further, OSB takes no responsibility for loss or damage arising from the use of fax instructions, including failed or incomplete transmission or loss.

12.5. In the specific case of a Bank account opening, OSB is a third party to the relationship between the Bank and the client. Therefore, under no circumstance can OSB be held responsible of the relationship between the Bank and the Client. OSB has no authority to act and does not purport to act as an employee, representative or officer of any Bank and/ or to sign on behalf or otherwise incur any liability of any sort on behalf of any Bank.

13. Duration, Termination and Suspension of Services 

In General 

13.1.  Any Contract lasts for the period of execution of the service and ends when the service of opening the personal bank account is reputed to be complete, i.e. from the moment when the customer receives the legal documents related to his bank account and operates his bank account. 

13.2. In the event of a violation by the Customer of applicable laws or these General Terms and Conditions, OSB may terminate any Contract in progress with immediate effect and it is expressly agreed that OSB shall not be liable for any damages resulting from such immediate termination.

Bank Account Opening 

13.1. The service ends with the opening of the account by the Bank and all relations thereafter are between the Client and the Bank.

Any Client can decide to cancel his/her application in the 7 calendar days following his/her application for the opening of a bank account. The Client will receive a full refund of the set-up fee minus courier charges if the following three conditions are met: (i) The Bank with the assistance of OSB is not able to open for the Client an account AND (ii) OSB or the Bank has received all the necessary documents duly completed by the Client, including a copy of the client’s valid identity document which has been authenticated according to the exact instructions of the Agreement with regard to the exercise of due diligence and any document which OSB has requested from the Client. This is the only case in which refunds are offered. No refunds will be offered, for any reason, if the client decides to cancel his/her/its application after 7 calendar days.

Performance of a Refund 

13.2. Refunds will be done only through the Original Mode of Payment.

14. Severability

If any term or condition contained herein is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be illegal, invalid, prohibited or unenforceable then such term or condition shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability. The remaining terms or conditions herein shall remain in full force and effect.

15. Assignment

To execute the services, OSB reserves the right to engage subcontractors who are within its authority. Rights and obligations of the Client resulting from any Agreement can only be transferred to third parties with the written consent of OSB. 

16. Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Georgia. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of Georgia.


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