CONDITIONS
OF
SERVICE
applicable
to
all dealings with
Irish
Incorporations Limited and their Clients
It will be assumed
that
you have read all of these conditions
before you apply
for any
services from Irish Incorporations Ltd.
Contents
- Irish Incorporations Ltd. (Registered
in the
Republic of Ireland No.126615) includes its agents and assigns.
- 'Client' means the applicant for
services
from Irish Incorporations
Ltd. &, if the Client consists of two or more persons, includes
all
of them jointly & each of them severally. The Client shall
consent
to each Client Company becoming bound jointly & severally with
the
Client & with each other by these Conditions.
- 'Client Company' means any body
corporate
formed or administered by
Irish Incorporations Ltd. at the Client's request or in which the
Client has a beneficial interest (whether as beneficial owner of
securities or otherwise, & whether on his own or jointly with
others).
- 'Associated Client' means another
client of
Irish Incorporations
Ltd. who is bound by conditions materially the same as these Conditions
& in relation to whom the Client is a Client Company within the
meaning of those other conditions.
- The singular includes the plural
&
vice versa. Each gender includes each other gender.
- Irish Incorporations Ltd. shall be
entitled
to assume that the
Client has taken all appropriate legal advice in his own country as to
the effect of any service supplied by Irish Incorporations Ltd. Irish
Incorporations Ltd. shall not be responsible for the consequences of
the Client's failure to take appropriate advice in his own country
& any other relevant country. Irish Incorporations Ltd. is only
responsible for ensuring that its services comply with Irish law when
used in the manner recommended by Irish Incorporations Ltd.
- Presentational & reference
material
supplied by Irish
Incorporations Ltd. is to give a general overview & is not
intended
to be relied on as professional advice. It is necessary to generalise
in order to give a broad view in limited space, so these materials
should not be relied on as complete or accurate, nor should they be
assumed to be up-to-date.
- Changes in Irish Company and Revenue
Laws may
occur from time to
time and Irish Incorporations Ltd. cannot be held responsible for
changes in either Company or Revenue Laws which are outside the control
of Irish Incorporations Ltd. Irish Incorporations Ltd. will where
possible make every effort to inform clients of any changes.
- Although Irish Incorporations Ltd. may
offer
individual advice
about the use of its services, this advice will be based on the
information expressly provided by the Client & will be subject
to
the Client obtaining confirmation from legal advisers in the
appropriate countries. Irish Incorporations Ltd. does not accept
responsibility for vetting information provided to it by or on behalf
of the Client unless it expressly undertakes to do so & charges
for
that service.
- The Client must provide evidence of
identity
& source of funds
to the reasonable satisfaction of Irish Incorporations Ltd. &
co-operate in respect of statutory & other legal requirements
concerning the Client & all Client Companies. Failure of the
Client
to comply with all reasonable demands for information &
co-operation is a serious breach of these Conditions which may lead to
immediate termination of service.
- Individual officers provided by Irish
Incorporations Ltd. to hold
office in a Client Company are required to exercise judgment (they are
not nominees). In particular, such officers are entitled to refuse
certain types of asset, business or transaction on the grounds of
commercial or other risk. If the Client has any particular asset,
business or transaction in mind, he must discuss it with Irish
Incorporations Ltd. before purchasing the entity.
- This service is provided on the basis
that
any Company provided by
Irish Incorporations Ltd. will not be used for any illegal purposes
that is to say; drug trafficking, money laundering, arms dealings,
pornographic material or any illegal activity that may bring Irish
Incorporations Ltd. or it's associates into disrepute in any country or
jurisdiction.
Acceptance Charges are for agreement to
accept
an office or continue
to hold an office (e.g. director, secretary, registered agent, trustee,
etc.). They are payable for the period during which office is held
& for one year thereafter. Acceptance Charges do not cover work
in
connection with transactions, communications, activities, changes, or
other matters arising out of the office. However, where Irish
Incorporations Ltd. is satisfied with the Client's credit record, it
may at its discretion overlook some or all time-based charges.
Subject only to contrary written
agreement,
Irish Incorporations
Ltd. shall be entitled to charge for all time reasonably expended by
its agents & employees in the course of, or on any matter
arising
out of or connected with, the provision or termination of any service
to which these Conditions apply. The Client shall indemnify Irish
Incorporations Ltd. & its employees & agents in respect
of all
costs & other liabilities of whatsoever kind incurred or
arising
out of or in connection with the provision or termination of any
service to which these Conditions apply.
All Acceptance Charges, Time Charges,
&
other prices fees or
amounts quoted or estimated by Irish Incorporations Ltd. (whether in
published price lists or in individual communications or otherwise) are
exclusive of Value Added Tax (VAT). Information as to VAT liability is
available on request.
Subject to the following, Irish
Incorporations
Ltd. shall be
entitled to increase its charges from time to time in line with the
prevailing consumer price index. Irish Incorporations Ltd. will be
entitled to make greater increases in its charges, provided that such
increases shall not affect the Client until 6 months after notice of
the reviewed charges has been given to the Client or published by Irish
Incorporations Ltd. at an Internet World Wide Web site previously
notified to the Client. Notwithstanding the above, third-party charges
(e.g. government charges & external professional charges) are
always subject to change without notice.
Irish Incorporations Ltd. may request
advance
payment of all charges
& expenses reasonably anticipated within the 3 months following
the
date of demand. Non-payment by the due date is a serious breach of
these Conditions & Irish Incorporations Ltd. may terminate
services
without notice & without prejudice to its rights, including the
right to charge for work to date & work arising from
termination.
Irish Incorporations Ltd. may issue
interim
invoices from time to
time. Non-payment by the due date is a serious breach of these
Conditions & Irish Incorporations Ltd. may terminate services
without notice & without prejudice to its rights, including the
right to charge for work to date & work arising from
termination.
Invoices, statements & requests
for
advance payment must be
settled within 28 days. Interest may be charged by Irish Incorporations
Ltd. on outstanding balances at the rate of 12 % per annum, the
interest accruing from day to day.
Payment of deposits, demands &
invoices
shall be deemed to have
been made only when credited to Irish Incorporations Ltd.’s bank
account as cleared funds.
In the absence of specific instructions,
Irish
Incorporations Ltd.
shall be entitled (but not obliged) to take such steps as are, in the
opinion of Irish Incorporations Ltd.’s management, in the best
interests of the Client.
If there is more than one Client,
&
Irish Incorporations Ltd.
has no actual notice of disagreement, Irish Incorporations Ltd. shall
be entitled to act & rely on the instruction of any one joint
Client as the instruction of them all & to the same extent that
it
could act & rely on an instruction given by them all together.
Irish Incorporations Ltd. shall not be obliged to make any enquiry as
to whether an instruction given by one joint Client has been authorised
by all or any other joint Client.
This paragraph applies where a Client
Company is
liquidated, put
into receivership, de-registered, or otherwise dealt with as a result
of any act or omission (including the lawful termination of any service
agreement by Irish Incorporations Ltd.) which is not the fault of Irish
Incorporations Ltd. Irish Incorporations Ltd. shall not be responsible
for seeing to the proper application of the assets or treatment of the
liabilities of the Client Company. If Irish Incorporations Ltd. takes
any action in good faith in respect of the Client Company or its assets
or liabilities, Irish Incorporations Ltd. shall be entitled to
discontinue that action without any responsibility whatsoever for the
consequences of the action or its discontinuance. Where Clients annual
fees fall into arrears or fail to communicate with Irish Incorporations
Ltd. in connection with the affairs of their Company and following
repeated attempts to contact Clients, Irish Incorporations Ltd.
reserves the right to assume control of the Company even if this means
the termination of the Company or other similar action.
Any legal practitioner, accountant or
other
professional person
engaged by Irish Incorporations Ltd. is engaged solely on the basis
that his professional duty is owed to Irish Incorporations Ltd. alone
& not to the Client. If the Client wants legal, investment or
other
expert advice, Irish Incorporations Ltd. will use all reasonable
endeavours to co-operate with the Client's independent legal,
investment or other expert advisers.
Subject to any written instruction to the
contrary, Irish
Incorporations Ltd. shall be entitled (but not obliged) to act
&
rely upon any fax, email, telephone call or other communication, which
seems to have been made by the Client or his agent, as though it were
an original instruction written & signed by the Client, except
only
where Irish Incorporations Ltd. has actual notice of forgery.
Irish Incorporations Ltd. shall not be
responsible for the
consequences of any error made by its employees or agents acting on or
attempting to act on any unwritten instruction or any ambiguous or
otherwise defective written instruction given to it by or on behalf of
the Client, nor for the consequences of failing to act upon any such
instruction.
The Client shall upon demand pay &
discharge all debts owing to
Irish Incorporations Ltd. by each Client Company & each
Associated
Client.
Where it holds or has access to money
belonging
to the Client, Irish
Incorporations Ltd. shall be entitled to apply that money to discharge
debts owing to it by any Client Company, or Associated Client whether
or not the said money is connected with the debt or the debtor. Where
the Client is an agent & his principal's identity has been
disclosed to Irish Incorporations Ltd. in writing before the relevant
debt is incurred, this paragraph has effect as though the principal
were the Client.
Irish Incorporations Ltd. shall be
entitled to a
lien over documents
& other property held for the Client pending discharge of all
the
Client's liabilities to Irish Incorporations Ltd. (including debts for
which the Client is liable under the preceding provision). Where the
Client is an agent & his principal's identity has been
disclosed to
Irish Incorporations Ltd. in writing before the relevant liabilities
have been incurred, this paragraph has effect as though the principal
were the Client.
If the Client is incorporated in the
Republic of
Ireland & its
registered office is provided by Irish Incorporations Ltd. it shall
upon demand execute a charge over all its present & future
assets
in favour of Irish Incorporations Ltd. by way of security for all the
present & future liability of the Client & its
Associated
Client to Irish Incorporations Ltd. Irish Incorporations Ltd. may
register the charge on behalf of the Client.
Either party may terminate a service
agreement,
in the case of a
serious breach of these Conditions, without notice &, in other
cases, by giving the other party at least six months prior written
notice of termination. Termination shall not affect accrued rights
& liabilities.
The relationship between Irish
Incorporations
Ltd. & the Client shall be governed by the laws of the Republic
of Ireland.
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