CLS Chartered Secretaries
General Terms of Business

1. Definitions

CLS – CLS Charted Secretaries

We – CLS Chartered Secretaries

Engagement Letter – any letters enclosing these General Terms of Business and recording any engagement of our services.

Ireland – The Republic of Ireland

Party – CLS and any company, firm, body, institute or individual entering agreeing to these General Terms of Business

2. Applicable Law

These terms shall be governed by and construed in accordance with Republic of Ireland Law. The Courts of the Republic of Ireland shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms and any matter arising from them. Each party to these terms irrevocably waives any right it may have to object to an action been brought in those courts, to claim that the action has been brought

3. Confidentiality and the operation of law

3.1. Any information provided to us by you in connection with the services we provide shall be held in the strictest confidence. Unless required by law or your prior written consent is provided, we will not disclose this information to any third party, not party to any engagement letter or providing services to you under an appendix to any engagement letter. Disclosures between the parties to an engagement letter will only be provided when necessary to perform the services required by you. Unless otherwise advised, all parties to any engagement letter and the appendices propose to share relevant information with you via email.

3.2. You agree that, otherwise than with our prior written consent, any advice, opinions and statements, reports and other information that we provide in connection with the services (in whatever form or medium) or any document or statement which bears our name:

(a) will be held in strict confidence by you, your offices and employees and others engaged by you;

(b) will not be disclosed to any third party; and

(c) will not be used for any purpose except as provided for in this letter.

3.3. You agree to indemnify us in respect of any claim against us, including the costs of defending such a claim, arising out of any unauthorised disclosure by you or anyone else engaged by you.

3.5. It is possible that we may be prevented from the completion of an assignment, or required to wait before acting or taking any step, by the operation of law in that event we shall not be liable to you for the consequences of this.

3.6. We will of course endeavour to keep you informed, as far as permissible under applicable law, of such items together with the possible consequences of non-compliance as they arise.

4. Services

We offer a range of services which include company formations, company secretarial, company law advice, query service, company law training, provision of company secretary, nominee services and registered office. These services are not exhaustive and each service will be agreed under a separate engagement letter, quote or completed order form.

5. Data Protection

5.1 “Data Protection Legislation” means from 25 May 2018, the General Data Protection Regulation (EU 2016/679) and before 25 May 2018, the Data Protection Act 1988 and 2003 and any legislation which amends, re-enacts or replaces it in Ireland. The definitions and interpretations in the Data Protection Legislation apply to this clause.

5.2 This clause 5 applies to personal data provided to us by you or on your behalf in connection with our Services, as set out in Clause 4.

5.3 You warrant and represent that you have any necessary consent, provided any necessary notice and done all other things required under the Data Protection Legislation to disclose Personal Data to us in connection with the Services. As a Data Controller we shall perform the Services in accordance with the Data Protection Legislation. In circumstances where we are performing any of the Services as a Data Processor to you we shall enter into terms with you which comply with Article 28 of the General Data Protection Regulation (EU 2016/679).

5.4 We will take appropriate technical and organisational steps to protect against unauthorised or unlawful processing of, accidental loss or damage to Personal Data.

5.5 We shall process the Personal Data as reasonably required;

(i) to provide the Service;

(ii) for our reasonable business purposes including facilitation and support of our business and quality control; and

(iii) to meet our legal and regulatory obligations.

We may share Personal Data with other CLS Chartered Secretaries staff or other third parties who facilitate or support our business. We will only make such a disclosure where it is required in connection with such purposes and in compliance with applicable Data Protection Legislation.

5.6 We shall notify you promptly:

(i) upon receiving a request for Personal Data or other request from a data subject, or if we receive any claim, complaint or allegation relating to the processing of the Personal Data;

(ii) upon becoming aware of any breach of security leading to the destruction, loss or unlawful disclosure of the Personal Data in CLS Chartered Secretaries possession or control.

5.7 Upon request, each Party shall provide the other with information relating to its processing of Personal Data as reasonably required for the other to satisfy its obligations under Data Protection Legislation.

Click Here to read our Privacy Policy

6. Electronic Communication

6.1. By executing any engagement letter, you authorise us to use e-mail and other electronic methods to transmit and receive information, including confidential information. Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. It may therefore be appropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise with electronic communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. If the communication relates to a matter of significance on which you wish to rely and you are concerned about the possible effects of electronic transmission you should request a hard copy of such transmission from us. If you wish us to password protect all or certain documents transmitted you should discuss this with us and we will make appropriate arrangements.

6.2. It is the responsibility of the recipient to carry out a virus check on any attachments.

Click here to read our Privacy Policy

7. Fees & Payment Conditions

7.1 Payment of the fee is payable within 30 working days from the date of the invoice unless otherwise agreed in writing with CLS.

7.2 Payment may be made by bank transfer or credit card. Our bank transfer details and the link to pay by card are supplied on the invoice issued to you.

7.3 Payment of our invoice is not subject to any party being paid by their client and shall be paid by those who engaged us.

7.4 All of our fees are quoted exclusive of VAT at the current rate, outlay and travel expenses which will be charged at civil service rates from our office in Carlow [if relevant], and are estimated on the basis of timely receipt of documents and information requested. These fees are subject to change if any additional work is required which was not originally envisaged or anticipated. Any additional work will be charged at €150 per hour.

7.5 Our fees may reflect not only time spent, but also such factors as complexity urgency, inherent risks, use of techniques, knowhow and research together with the level of skills and expertise required of the personnel needed to perform and review the services. Our fees may include any time spent travelling for the purpose of the services that cannot be used productively for other purposes.

7.6 You agree to pay us for our services. Any estimate we may give you is not binding.

7.7 We may charge interest on any outstanding balances at the statutory rate from time to time.

7.8 Expenses-You will be asked to pay any relevant expenses that we incur in connection with the services. An additional fee will be charged for photocopying (routine as well as exceptional), printing and scanning, stationary, packaging and postage at a rate of 1% of the overall professional fee.

7.9 The signed statutory forms/documentation, produced as a consequence of providing our services, will not be submitted to the Companies Registration Office / Revenue Commissioners until all fees are paid in full. If at any stage after the service has been provided, the work carried out by us is cancelled, any invoice raised by CLS Chartered Secretaries for work carried out will become payable in full immediately.

8. Shipping Goods

We use a third party delivery service provider. Deliveries are usually prompt and reliable and we do everything in our power to ensure that you receive the goods in question as soon as possible, however responsivity for this delivery lies with the third party delivery service provider.

9. Information

You agree to provide us with all documents and information we may need to complete an engagement and unless stated otherwise, you confirm that the documents and information provided by you, your employees, agents and advisors are complete and accurate and will be provided on a timely basis. You agree to allow us access to all information, management and staff to carry out an engagement. We will not be responsible for any losses arising due to their inaccuracy or incompleteness nor because of undue delay in providing the documents and information.

10. Intellectual property rights

We will own all copyright in any document prepared by us during the course of carrying out an engagement save where the law specifically provides otherwise.

11. Liability

11.1. Where our engagement letter sets out the purposes for which our services are to be provided, CLS Chartered Secretaries will not be liable for losses arising out of any other use of our services.

11.2. We will perform each engagement with reasonable skill and care but you agree that any liability on CLS Chartered Secretaries for any loss or damage resulting from the provision of the services or other work that we carry out for you, however caused and regardless of the cause of action whether in contract, tort, statute or otherwise shall be subject to the limitations set out in this paragraph 11.

11.3. We will not be liable for losses arising as a result of incorrect, false or misleading information being provided to us or from information being withheld from us unless (and then only to the extent that) we should reasonably have been expected to be aware of such matter because it was evident from the information or documentation provided to us and required to be considered by us in providing our services.

11.4 The liability of CLS Chartered Secretaries in respect of any engagement shall be limited to three times the fees actually received by us in respect of each service provided.

11.5 You agree that your relationship is solely with CLS Chartered Secretaries as the entity contracting with you to provide the services and that CLS Chartered Secretaries owes you, or will owe you, any duty of care.

11.7. None of these sub-paragraphs shall be taken as limiting the operation of any other sub-paragraphs. If any of the provisions of this paragraph 11 are found by a Court to be void or unenforceable as a result of their provisions being considered to be unfair or reasonable, such finding shall not affect the application or enforceability of any other provision.

11.8. You acknowledge that the limitations in this paragraph 11 are reasonable having regard to all the circumstances, including the limited nature of any engagement.

12. Quality of Service

12.1. We aim to provide a high quality of services at all times. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please contact Conor Sweeney or Amy Brennan.

12.2. We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns.

13. Reliance upon Reports and Advice

13.1. No reliance shall be placed by you on any draft reports, advice or opinions (whether written or oral) issued by us, as such draft reports, advice or opinions may be subject to further revision and other factors which may result in them being substantially different from any other final report, advice or opinion issued.

13.2. Any reports, advice, opinions or work carried out by us is provided solely for your use and only for the purpose for which our services are being provided and to the fullest extent permitted by law we will not accept or assume responsibility or a duty of care to any third party.

14. Severability of Terms

14.1. If any of the terms of this letter are deemed unreasonable, void or otherwise unenforceable by any court, tribunal, ombudsman, arbitrator or other person, it is the intention of the parties that the remaining terms continue to have full force and effect.

15. Termination

15.1. Both parties have the right to terminate any engagement by notice in writing to the other at any time.

15.2 Termination will not affect our rights of remuneration, indemnification or any contractual provision intended to survive termination, or any other accrued rights.

15.3 On termination of any engagement, you will pay, upon request, all fees, expenses and other sums due to us.

16. Conflicts of Interest

16.1 Nothing in this letter will prevent or restrict us from providing services to other clients. However, at any time, we may find ourselves acting for clients with conflicting interests, including clients whose interests are or may be adverse to yours. In the event of a potential direct conflict of interest, we will, whenever possible, disclose its nature and substance.

16.2 We will not be obliged to disclose to you, nor take into consideration in providing services to you, information which, if disclosed, would or might be a breach of duty or confidence to any other person.

17. Rights of Third Parties

17.1. Any person or entity who is not a party to these terms shall have no right to enforce any term, provided always that this shall not prevent any of our employees and/or agents from benefitting from any provision of this letter that is given in favour of, or for the benefit of, any such person.

17.2. Our duties and responsibilities are owed only to the parties to these terms and no responsibility is accepted to any other person or entity in relation to any advice, opinions, statements, reports or other information provided by us. You may not make the benefit of our services available to any third party without our prior written consent.

18. Confirmations

18.1. We may ask you to confirm formally your responsibility for the provision of certain information, or other matters, relating to the work and you undertake to do so.

18.2. You undertake that you will not, without our prior written approval, take any step or publish or arrange for the publication of any material in connection with the work. In the case of any breach of this term, you acknowledge that we would be entitled to take such steps and to publish such documents or statements as we think fit to protect our interests.

19. Force Majeure

We will not be liable to you for any delay or failure by us to fulfil any of our obligations under this letter, which are caused by circumstances outside of our reasonable control.

20. Additional Reporting Responsibility under Legislation

20.1. Disclosure to Authorities

20.1.1 We may be required to make a disclosure or report to relevant authorities in relation to an aspect of the work undertaken by us on your behalf. Any such disclosure or report, made in good faith and/or as required by law, shall not be treated as a breach of any restriction imposed by statute or otherwise, and will not involve us in liability of any kind.

20.2 Anti-Money Laundering Requirements

20.2.1 CLS Chartered Secretaries are classed as “a designated person” pursuant to the Criminal Justice (Money Laundering & Terrorist Financing) Act 2010. We are also authorised by the Department of Justice & Law Reform to act as a Trust & Corporate Service Provider.

20.2.2 As a designated person we are therefore required to perform Customer Due Diligence (“CDD”) on all business relationships. Consequently, for specified company secretarial services, we are required to perform CDD on the Company and individuals being provided with the Service.

20.2.3 If you are a “relevant third party” as defined in the Act, then we may as a designated person rely on the due diligence measures already taken by that third party. We will agree these terms in writing under a separate agreement.

20.2.4 If you do not qualify as a “relevant third party” as defined in the Act, in order to comply with the Act we are required to perform Enhanced Due Diligence. In this case we will require the following documentation:

  • A signed engagement letter, quote or completed order form;
  • a copy of the passport or driver’s license for each director & shareholder,
  • a copy of a utility bill or bank or building society statement for each director & shareholder.

These documents must be certified by one of the following:

  • Embassy, consulate, high commission
  • Lawyer or solicitor
  • Accountant
  • Bank
  • Gardaí

We will require this documentation prior to carrying out any work. On receipt of this documentation we will complete the following:

  • Corporate Identity Record Form
  • Client Risk Assessment Form
  • Individual Client Identity Form
  • Enhanced Due Diligence Form

You acknowledge and agree to provide the necessary information to us to facilitate our obligation to monitor and report any suspicious transactions in accordance with Section 42 of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (as amended).

21. Notification of Changes

From time to time, we may change this statement. For example, as we update and improve our services, new features may require modifications to the privacy statement. Accordingly, please check back periodically. If there are any changes in how we use our site customers ‘Personally Identifiable Information, notification by email or postal mail will be made to those affected by the change.

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