Terms & Conditions

ShareholderAgreements.ie Terms and Conditions

1. Definitions.

In these conditions of Sale of Shareholders Agreements and the provision of services. No person, firm or body has the right to use the name of ‘ShareholderAgreements.ie’ or any of our domain names or copyrighted web material in any format.  Any failure to comply with this will be pursued using the full rigour of the law. The “Client” means the individual, firm or company who ordered the shareholders agreement and/or whose name appears on the order form. “Contract Price” means the total price for the goods and services provided by ShareholderAgreements.ie.

2. The Contract.
   1. Any contract between ShareholderAgreements.ie and the Client will incorporate and be subject to these Conditions of sale of shareholders agreements and no other terms or conditions shall be held binding on ShareholderAgreements.ie, unless they are expressly agreed in writing by a director of ShareholderAgreements.ie.
   2. The Client’s order will be treated as accepted only when ShareholderAgreements.ie have been returned a signed order form and/or email order confirmation by the Customer together with full payment unless other terms of payment have been agreed in writing by an authorised representative of ShareholderAgreements.ie. It is the customer’s obligation to ensure that all information required within the shareholders agreement be provided in order to draft up the same. It should be properly executed and a copy of the same be provided to ShareholderAgreements.ie for records within 14 days or order acceptance. No other action on the part of ShareholderAgreements.ie, its employees, or agents shall be deemed to constitute acceptance of the Client’s offer.
   3. The Client acknowledges that he has entered into a Contract with ShareholderAgreements.ie is 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 ShareholderAgreements.ie’s fees and outlay in connection with the provision of the service to the Client.

2. Prices.
   The contract price is exclusive of Value Added Tax current at the date of order; unless stated otherwise. Any increase in the rate of Value Added Tax between the date of order and the date of invoice shall be added to the Contract price.

4. Terms of Payment.
   1. The Contract Price shall be due in full with placement of order unless otherwise agreed in writing by an authorised representative of ShareholderAgreements.ie.
   2. Where a credit account exists, the Client will be invoiced in full within 5 days of order acceptance and all sums will become payable regardless of the Client fulfilling its obligation to ensure that the shareholders agreement is properly completed, signed, and a copy returned to ShareholderAgreements.ie within 14 days of order acceptance for records. With credit accounts, all invoices will be payable within 30 days of invoice date.
   3. Overdue accounts will be liable to interest on the outstanding amount as well after as before judgement on the day to day basis at a rate of 6% per annum above the European Central Bank’s annual base rate from time to time applicable, from the day any such time becomes overdue until the sum 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 Client has been cleared and the proceeds credited to ShareholderAgreements.ie’s bank account. In the event of any cheques/payments instructions to client bankers not being honoured on presentation, a fixed charge of €25 will be imposed to cover additional administration and bank charges.
   4. Payment by Bank Transfer can be accommodated. Details are available on request. Payment must be received by ShareholderAgreements.ie NET of related bank charges and commissions.
   5. Payment can also be made by bank transfer, credit card, cheque, paypal or Bank draft denominated in Euro, or, for overseas clients, by cheque drawn on a European Bank denominated in euro. Payment of cheque in the latter instance must include an additional amount of €25 to cover related bank charges and commission.

4. Exclusions.
   1. The estimated completion date of the service to be rendered by ShareholderAgreements.ie is only a bona fide business estimate and shall not be of essence” but ShareholderAgreements.ie will use all reasonable endeavours to comply with the estimated completion dates.
   2.  The Declaration & Resolution and other legal documents produced by us are copyrighted documents which form part of our Intellectual Property (IP). The request or instruction to draft a shareholders agreement does not include such documents in .doc format or any other editable format. However, such document may be available in such format on payment of an additional fee of €100+VAT.
   3.  ShareholderAgreements.ie shall only be liable to the Client for any non-compliance, misrepresentation 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 ShareholderAgreements.Ie or its employees. The extent of ShareholderAgreements.ie liability in respect of such non-compliance, misrepresentation or mis-compliance shall not exceed the amount of the Contract Price and in no circumstance will ShareholderAgreements.ie be liable for any consequential loss or loss of profits howsoever arising as a result of the above.

4. No Rights to Content.
   Until such time as ShareholderAgreements.ie has received full payment for and completed all work on the agreement (the subject matter of the service), the Client shall have no rights either express or implied to use the of the said agreement in any format.

7. No Cancellations.
   Once the order has been accepted by ShareholderAgreements.ie, no cancellation of the contract or refunds will be accepted unless expressly agreed in writing by an authorised representative of ShareholderAgreements.ie. Fees in respect of shareholders agreements are charged on the basis of an agreed fee for the particular assignment. In the event of the cancellation of a contract in any particular case ShareholderAgreements.ie reserves the right to raise a fee to cover any work already undertaken, subject to a minimum charge of €100 plus vat.  In situations whereby a customer is refused a bank account by a nominated bank for whatever reason, no refund whatsoever shall apply unless specifically agreed in writing by a director of ShareholderAgreements.ie. Such situations are beyond control and the client acknowledges that ShareholderAgreements.ie cannot guarantee a bank account and/or the account opening process with any financial institution and payments made are for assistance with opening a bank account – not the actual provision or guarantee of an account.

8. Governing Law.
   The contract shall be governed by and construed in all aspects (including the formation thereof and the performance there under) according to the laws of the Republic of Ireland.

9. Headings.
   The headings of 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. Extent of liability.
    1. ShareholderAgreements.ie shall only be liable to the Customer for any noncompliance, misrepresentation or mis-compliance with the instructions given to if, if it is proved that the same was caused by the willful neglect or willful default of ShareholderAgreements.ie or its employees. The extent of ShareholderAgreements.ie liability in respect of such noncompliance, misrepresentation or mis-compliance shall not exceed the amount of the Contract Price and in non circumstances will ShareholderAgreements.ie be liable for any consequential loss or loss of profits howsoever arising as a result of the above.
    2. All information on this site (including pricing information) is subject to change without notice and may become outdated. You should therefore verify any information obtained from this service before you act upon it. Access to this website is confirmation you have understood and accepted these terms.
    3. The Site contain links to internet sites maintained by third parties. ShareholderAgreements.ie accepts no responsibility for the privacy practices or content of other such sites. You assume sole responsibility for use of third party links. ShareholderAgreements.ie provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.
    4. You hereby agree that any company incorporated through ShareholderAgreements.ie will not be used for an illegal purpose and that you will comply with all taxation and reporting requirements in your place of residence or domicile.

10. Anti-Money Laundering legislation and relevant 3rd parties (Professional Advisors)
    Under EU anti-money laundering legislation, you may be asked to provide ShareholderAgreements.ie customer due diligence (cdd) documentation on the directors and beneficial owners of the existing or proposed company (i.e. A certified copy of your passport or drivers licence, 2 documents proving resident address dated within the last 6 months) failure to comply with these requirements may result in us terminating any service rendered without refund. As we have to carry out a risk assessment on your company under this legislation, you may be asked to provide enhanced due diligence should we not meet you face to face and/or if your business activities/company structure/country of residence is considered medium/high risk under aml guidelines.

By proceeding to incorporate a company with ShareholderAgreements.ie and agreeing to these terms and conditions, you hereby declare that you have not been convicted of in any country, or are not involved in money laundering, fraud, membership of a terrorist organisation, or terrorist financing. Should you be considered a ‘politically exposed person’ (pep) you are obliged to disclose this to us before you avail of our services. We reserve the right to refuse a client or charge an additional compliance fee for any high risk or ‘pep’ clients that we enter into business relationship with.

The client indemnifies ShareholderAgreements.ie 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 if activity our normal work we have knowledge or reasonable grounds of suspicion of money laundering or terrorist financing, we are obliged to make a report to an garda siochana 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. In such a circumstance, ShareholderAgreements.ie reserves the right to cancel any on-going services immediately without notice. No refunds shall be applied in such circumstances and ShareholderAgreements.ie reserves the right to change the registered office address of the company to any other held on record (if applicable).

Should you be ordering a company or procuring a service on behalf of a client, i.e. You are acting as a relevant 3rd party and/or as an agent / professional advisor on behalf of a client for any service provided by shareholderagreements.ie, you hereby agree to and agree to abide by the following:

1. That you are a regulated / licenced by a competent authority e.g. Chartered accountants ireland, law society, etc.
2. That you have policies and procedures in place which meet the requirements of the 4^th aml directive or legislation equivalent to the 4th aml directive
3. That you will retain customer due diligence (cdd) documentation used to identify and verify your customer for a period of at least 5 years after the relationship with the client has ended
4. On request, you will make available to shareholderagreements.ie, copies of cdd documentation