Terms of service

1.1 These terms are a contract between you and [operating company name, registration number and address to be confirmed] ("Orisma", "we", "us"), which operates the Orisma website and app at orisma.co. You can reach us at hello@orisma.co.

1.2 "You" means the person or company that creates an account, orders a service or uses the app. If you act for a company, you confirm that you may bind it to these terms.

1.3 "Partners" means the independent firms that provide regulated services through Orisma: our partner law firm ([partner law firm name to be confirmed]), a firm of advocates licensed in Cyprus; our partner accounting firm ([partner accounting firm name to be confirmed]), licensed in Cyprus; and the registered office, company secretary, certification, bank and payment account providers listed in the app.

1.4 These terms apply together with our Privacy notice, Cookie policy, Refund and cancellation policy, AML and KYC notice and Acceptable use policy.

2.1 Orisma is a software service that guides you through forming a private limited company in Cyprus and keeping it in good standing. It collects your answers and documents once, tracks every step, routes your file to the partners who do the regulated work and keeps the results in your dashboard.

2.2 Depending on what you order, the service includes: preparing your application, collecting identity documents from each person, coordinating name approval and incorporation with the Registrar of Companies, the beneficial owner (UBO) filing, tax identification code registration, the partner registered office and company secretary for the first 12 months, a mailroom with scans of letters received at the registered office, a compliance calendar and the add-ons listed in the app at the time you order.

2.3 If you bring an existing Cyprus company, the service tracks its filings and deadlines, holds its documents and mail, and lets you add your own accountant or other advisers as contacts. Services we or our partners perform for an existing company are priced and confirmed in the app before work starts.

3.1 Orisma is not a law firm or an accounting firm and does not give legal, tax or accounting advice. Information in the app, on the website and in our guides is general information, not advice for your situation.

3.2 The incorporation documents (including the Memorandum and Articles of Association and the statutory declaration on form HE1) are prepared, signed where the law requires and filed by our partner law firm. Tax registration, VAT and yearly filings are handled by our partner accounting firm. Each partner provides its professional services under its own engagement terms, which it gives you before it starts, and is responsible for those services.

3.3 We do not provide bookkeeping, audit, payroll or investment services, and we do not hold client money other than the fees you pay us.

4.1 The Registrar of Companies decides whether a company name is approved and when the company is registered. The Tax Department decides on tax and VAT registrations. A bank or electronic money institution decides on every account application itself, usually after its own checks and a call with the directors. We and our partners cannot guarantee any of these outcomes.

4.2 Every partner may refuse or stop work for a person or company that does not pass its own customer due diligence. We will tell you if that happens, unless the law forbids it.

5.1 You confirm that all information you give us, about yourself and about every shareholder, director, secretary and beneficial owner, is true, complete and up to date, and you will correct it promptly when it changes.

5.2 You will tell us truthfully whether any person involved is a politically exposed person, a family member or close associate of one, or is subject to sanctions, and you will not use the service for a company owned or controlled, directly or indirectly, by a sanctioned person.

5.3 You will provide documents in time and in the form requested, and make sure every person you add has agreed to be added and has seen our Privacy notice before you give us their details.

5.4 You will keep your sign-in email account and any keys you create secure, and tell us at once if you think someone else has access.

5.5 Delays caused by missing, late or incorrect information extend the estimated timelines. If information you gave us turns out to be false, we or our partners may stop work, and clause 8 applies.

6.1 You order by completing the application in the app, reviewing the summary, accepting these terms and paying through our payment provider, Stripe. A contract for the services in your order is formed when the payment succeeds.

6.2 Prices are shown in euro and exclude VAT. The formation package is currently EUR 1,390 excl. VAT, all-in for the first year, and the Company plan from year 2 is from EUR 990 a year excl. VAT. The package price includes the Registrar fees for name approval and incorporation. Add-ons are charged at the price shown when you order them.

6.3 VAT is added at checkout at the Cyprus standard rate (currently 19%). Where the reverse charge applies to your purchase, for example because you are a business registered for VAT in another EU member state, or where Cyprus VAT does not apply because you are a business established outside the EU, [process to be confirmed: how a business customer gives its VAT number and how VAT charged is corrected and refunded]. Your invoice states the VAT treatment.

6.4 The partner registered office and company secretary are included for the first 12 months after incorporation. From year 2 they continue under the Company plan at from EUR 990 a year excl. VAT, together with the annual return, the beneficial owner confirmation and routine changes. We remind you before the renewal date and you can cancel any time before it [renewal mechanics to be confirmed: automatic renewal or a new payment].

6.5 Fees charged by partners outside your order (for example bank account fees, audit fees or work you agree directly with a partner) are between you and that partner.

Timelines shown in the app and on the website are estimates based on usual processing times. They depend on the Registrar, the Tax Department, banks, partners and how quickly each person provides documents. We will keep your dashboard up to date, but a missed estimate is not a breach of these terms.

8.1 You can discard an unpaid draft at any time from the app. Nothing is owed.

8.2 After payment, you can cancel by writing to us in the app or at hello@orisma.co:

• until the advocate starts drafting: we refund the full amount paid;
• after the Memorandum and Articles are drafted: we refund the amount paid minus EUR 390 plus VAT on it [default amount, to be confirmed from the advocate's cancellation terms];
• after filing with the Registrar, before the company is incorporated: we refund the amount paid minus EUR 690 plus VAT on it [default amount, to be confirmed from the advocate's cancellation terms];
• after the company is incorporated: the formation package is fully performed and is not refundable.

8.3 An add-on that has not started can be cancelled for a full refund of its price. An add-on that has started is refunded minus the value of work done and third-party fees already paid.

8.4 A yearly add-on can be cancelled at any time and ends at the end of the year already paid. There is no refund for the remaining part of a paid year once the service has started, except where clause 8.6 applies.

8.5 If a partner refuses or stops work because a person does not pass its due diligence, or because you gave false or incomplete information, the same refund rules apply as for a cancellation by you at that stage.

8.6 Consumers in the EU. If you order as a consumer (for purposes outside your trade, business or profession), you have the right to withdraw from the contract within 14 days of it being formed without giving a reason, by telling us clearly, for example by email. When you place your order you ask us to start work during the withdrawal period. If you withdraw after work has started, you pay an amount in proportion to what was provided up to the time you told us. Once the company is incorporated within the withdrawal period, the formation service is fully performed, and you lose the right to withdraw from it because you asked us to start and acknowledged this at checkout. Refunds are made to the original payment method within 14 days of your withdrawal.

8.7 Our Refund and cancellation policy summarises these rules. Where it differs from this clause 8, this clause applies.

9.1 You can connect an AI assistant or your own scripts to your account, either by creating a key in the app or by approving a connection on our consent screen. You choose which company the key covers and whether it may only read or may also make changes.

9.2 An assistant acting with your key acts on your behalf. Everything it does is recorded as your action, and you are responsible for what you allow it to do and for the instructions you give it. Check what it enters before you pay or sign.

9.3 No assistant or key can sign documents or make payments. Those steps always need you, in the app.

9.4 When an assistant reads your data, that data is sent to the provider of the assistant you chose, under your own agreement with that provider. We are not responsible for how that provider handles it.

9.5 Keep your keys secret. A key stays valid until you revoke it, which you can do at any time under Connect your AI. We may suspend or revoke a key that is misused or that we believe is compromised. Use of keys and the API is subject to our Acceptable use policy.

10.1 Documents that can be signed electronically are signed in the app by typing your name and confirming a one-time code sent to your email. We keep a record of who signed, when and from which session. Where the law or a partner requires a handwritten signature, certification or an apostille, we tell you in the app.

10.2 Documents produced for your company (for example the certificates of incorporation) belong to you and stay available in your dashboard while your account is open. You can download them at any time.

You will not use the service for any unlawful purpose, to hide the true owners or controllers of a company, for a company that will carry on a business requiring a licence it does not have, or in any way that breaches our Acceptable use policy. You will not try to access data that is not yours, interfere with the service or upload harmful files.

12.1 The app, the website, our templates, guides and software belong to us or our licensors. You get a non-exclusive, non-transferable right to use them for your own companies while your account is open.

12.2 The information and documents you upload remain yours. You give us and our partners the right to use them to provide the service and to meet our legal obligations.

13.1 We provide the software and coordination with reasonable skill and care. Each partner is responsible for its own professional services under its own terms.

13.2 Our total liability to you under or in connection with these terms is limited to the fees you paid us in the 12 months before the event that gave rise to the claim.

13.3 We are not liable for loss of profit, revenue, business or opportunity, or for any indirect or consequential loss, or for losses caused by decisions of the Registrar, the Tax Department, banks, payment providers or partners, or by information you or a person you added gave us.

13.4 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud, for gross negligence or wilful misconduct, or any other liability that cannot be limited or excluded under Cyprus or EU law. If you are a consumer, nothing in these terms affects your statutory rights.

14.1 You can close your account at any time by writing to us. Closing your account does not cancel services already paid for unless you also cancel them under clause 8.

14.2 We may suspend or end the service, with notice where the law allows, if you seriously or repeatedly breach these terms, if information you gave us is false, if a partner cannot continue because due diligence fails, or if the law requires it.

14.3 When the service ends we keep your data only as long as our Privacy notice and the law require, and you keep the right to download your company documents for 30 days [period to be confirmed].

We may change these terms, for example when the service or the law changes. We will publish the new version on this page with a new version date and tell you by email or in the app at least 30 days before a change that affects you negatively takes effect. Orders already paid stay under the version you accepted, unless a change is required by law.

16.1 These terms and any dispute about them are governed by the laws of the Republic of Cyprus.

16.2 The courts of Nicosia, Cyprus, have exclusive jurisdiction. If you are a consumer living in another EU member state, you keep the protection of the mandatory rules of that country and may also bring a claim in the courts where you live.

17.1 If a court finds part of these terms invalid, the rest stays in force. Not enforcing a right straight away does not waive it.

17.2 You may not transfer your rights under these terms without our consent. We may transfer them to a company that takes over the service, and we will tell you if we do.

17.3 These terms are written in English, and the English version is the binding one.

Questions about these terms: hello@orisma.co. Operating company: [operating company name, registration number and address to be confirmed]. VAT number: [VAT number to be confirmed].