Terms and Conditions

TERMS & CONDITIONS

1. Definitions

In these Terms and Conditions of Sale, CFI means Company Formations International Ltd. The "Customer" means the individual, firm or company whose name appears on our invoice. "Contract Price" means the total price for the goods and services provided by CFI.

2. The Contract

(a) Any contract between CFI and the Customer will incorporate and be subject to these Terms and Conditions of Sale and no other terms or conditions shall be binding on CFI unless they are expressly agreed in writing by a director of CFI.

(b) The Customer's order for a company formation, company secretarial assignment, or supply of an on-going service will be treated as accepted only when CFI have been returned an order form, a Corporate Services Agreement, a Letter of Engagement or such other form of instruction (which can include a fax or an email) which implicitly accepts these terms and conditions and which has been signed/accepted by the Customer. No other action on the part of CFI, its employees, servants or agents shall be deemed to constitute acceptance of the Customer's offer.

(c) The Customer acknowledges that he has entered into the Contract with CFI subject to these conditions as a principal and not as an agent for or on behalf of any other person and accepts personal liability for the payment of CFI's fees, stamp duties and outlay in connection with the provision of the service of the Customer. In the case where CFI provides bookkeeping and accounting services to a company, the Directors agree to give their personal guarantee that CFI's fees will be discharged.

3. Prices

The Contract Price is inclusive of Value Added Tax, Stamp Duty and Companies Registration Office fees current at the date of order; any increase in the rate of Value Added Tax, Stamp Duty or Companies Registration Office fees between the date of order and the date of invoice shall be added to the Contract price.

4. Terms of Payment

(a) Where the Customer is a firm of professionally qualified solicitors, tax advisors, accountants, trust company or equivalent, the Contract Price shall be due 30 days after the date of invoice, except in cases where it has been agreed otherwise or where preferential rates are being offered.

(b) In all other cases, payment of the Contract Price shall be due on the date of order.

(c) Overdue accounts will be liable to interest on the outstanding amount as well after as before judgement on a day to day basis at a rate of 3% per annum above the Bank of Ireland's annual base rate from time to time applicable, from the day any such sum becomes overdue until the sum due is paid in full together with any interest that may have accrued and for this purpose payment shall be deemed not to have been made until any cheque tendered by the Customer has been cleared and the proceeds credited to CFI's bank account.

(d) Where CFI's invoice is not discharged within thirty days of presentation of the invoice and CFI refers the debt to its solicitors for collection, the Customer shall be liable to reimburse CFI on a full indemnity basis in respect of all legal costs and disbursements (whether or not proceedings are commenced) consequent upon such referral. CFI and its solicitors are under no obligation to dispatch a letter before action and the proceedings will normally be commenced immediately and without further notice or warning.

5. Exclusions

(a) The estimated completion date of any service to be rendered by CFI is only a bona fide business estimate and shall not be of "essence" but CFI will use all reasonable endeavours to comply with the estimated completion dates.

(b) CFI shall not be liable to the Customer for non-completion of an assignment which is dependent on input and processing from third parties, particularly the Irish Revenue Commissioners or any other tax authority and particularly in the case of registration for Value Added Tax, any Banks in the case of bank account opening or the courts in the case of a company restoration.

(c) CFI shall only be liable to the Customer for any non-compliance, mis-representation or mis-compliance with the instructions given to it, if it is proved that the same was caused by the wilful neglect or wilful default of CFI or its servants. The extent of CFI's liability in respect of such non-compliance, mis-representation or mis-compliance shall not exceed the amount of the Contract Price and in no circumstances will CFI be liable for any consequential loss or loss of profits howsoever arising as a result of the above.

(d) Should any new company formed, business name registered or company name change registered by CFI, be required to change its name by the Registrar of Companies subsequent to its formation or change, CFI shall not be liable for the cost of compliance with such requirement or any consequential loss howsoever arising.

(e) CFI gives no warranty that the name of a company formed or changed by CFI, or a Business Name registered by CFI, does not infringe any trade mark of a third party nor does CFI warrant that the name of the Company or Business Name will not give rise to an action for passing off.

(f) Where CFI make available an address, in any jurisdiction, to be the Registered Office, mailing address or accommodation address of a Company, CFI will use it's best endeavours to ensure that any mail, correspondence, or communications of any description are passed to the Client in a timely fashion. However CFI shall have no liability for any loss or consequential loss arising from not forwarding or delayed forwarding of such mail, correspondence or communications. Furthermore, CFI reserves the right to open any mail passing through any of its offices where a suspicion arises that such mail may indicate that money laundering, terrorism financing or illegality in general may be taking place.

(g) Where CFI have been engaged to carry out any company formation in the Rep of Ireland or internationally, any company secretarial assignment, including any allotment, transfer, redemption or purchase of shares in a company, re-construction, amalgamation or liquidation of a company or any service generally, the Client warrants that he/she/they have taken all legal, accounting and taxation advice appropriate to the transaction and acknowledges that CFI are not advisors in any of these areas.

6. Indemnity

In cases where CFI provide personnel to in order to facilitate to formation of a new Company, or on an on-going basis, the Customer hereby indemnifies CFI, it's servants and agents against all and any losses arising as a result of their association with the subject company – In particular any legal costs, fines and penalties that may arise as a result of any action or legal proceedings taken by the Director of Corporate Enforcement. Furthermore the Customer agrees to provide CFI with all and any Forms and /or documents such as Companies Office Forms and Minutes that may be required to remove CFI personnel from a subject company when requested by CFI.

7. No Cancellation

No cancellation of the contract will be accepted unless expressly agreed in writing by CFI. In the case of a cancelled company secretarial assignment, and where CFI have prepared a program of documents relevant to such assignment, CFI will not seek payment of outlays which have not been discharged, but will require payment of all other fees.

8. Anti-Money Laundering/Terrorist Financing regulations

CFI are an authorised Trust or Company Service Provider under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010. ("The Act")

As such, our obligations include:

- identifying customers and or beneficial owners of companies which we form/for which we act

- reporting suspicious transactions to An Garda Siochana and the Revenue Commissioner

Where we have contracted to provide a service to a Customer such as an accountant, solicitor, tax advisor, trust company or an equivalent of any of these, who is already subject to supervision by the Financial Regulator, a designated accountancy body, the Law Society of Ireland, the General Council of the Bar of Ireland or any other body in Ireland or otherwise which compels it's members to comply with the Act or any equivalent legislation, CFI shall be entitled to rely on undertakings from such customers that the Act has been complied with.

Furthermore, the customer gives an unequivocal undertaking to supply CFI with such Customer Due Diligence paperwork as it may require, within a reasonable amount of time from being requested along with any other information which CFI may require in order to comply with Anti Money Laundering regulations.

The customer indemnifies CFI against all and any losses which it may suffer as a result of any delays, or refusal to provide, such documentation and/or information.

Furthermore we are obliged to report all knowledge or suspicion, or reasonable grounds to know or suspect that a criminal offense giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether that offense has been committed, by a client or a third party. If as part of a service provided to the Customer or in the course of our normal work we have knowledge or suspicion, or have reasonable grounds to know or suspect that such offenses have been committed, we are required to make a report to the Gardaí and the Revenue Commissioners,

In such circumstances, we are prevented from discussing such reports with the Customer because of the restrictions imposed by the 'tipping off' provisions of the anti-money laundering legislation.

8. Governing Law

The contract shall be governed by and construed in all respects (including the formation thereof and the performance thereunder) according to the laws of the Republic of Ireland.

9. Heading

The headings to the clauses hereof are for the convenience of reference only and do not form part of these conditions and shall not be taken into account in any interpretation thereof.

10. In order to maintain the highest standards of quality and customer care, CFI do adopt a policy of randomly recording telephone calls.