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

Definitions
Cautions and Disclaimers
Acceptance Charges – Coverage
Time Charges, Expenses, Indemnity
Value Added Tax
Increases in Charges
Advance Payment Demands
Interim Bills
Due Date and Interest
Receipt of Funds and Clearance
Action Without Instructions
Joint Clients
Default Risk to Companies
Professional Staff
Reliance on Communications
Communication Defects
Client liable to Irish Incorporations Ltd. for his companies & companies liable with Client
Application of Client Funds
Lien
Charge over assets of Irish companies
Termination
Governing Law

Definitions
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.
Cautions & Disclaimers
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 – Coverage
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.
Time Charges, Expenses, Indemnity
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.
Value Added Tax
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.
Increases in Charges
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.
Advance Payment Demands
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.
Interim Bills
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.
Due Date & Interest
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.
Receipt of Funds & Clearance
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.
Action Without Instructions
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.
Joint Clients
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.
Default Risk to companies
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.
Professional Staff
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.
Reliance on Communications
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.
Communication Defects
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.
Client liable to Irish Incorporations Ltd. for his companies, & companies liable with Client
The Client shall upon demand pay & discharge all debts owing to Irish Incorporations Ltd. by each Client Company & each Associated Client.
Application of Client Funds
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.
Lien
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.
Charge over assets of Irish companies
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.
Termination
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.
Governing Law
The relationship between Irish Incorporations Ltd. & the Client shall be governed by the laws of the Republic of Ireland.

Terms of Service
Terms of Service

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