CHERN & CO LTD GENERAL TERMS & CONDITIONS

These Terms and Conditions (“Terms”) are the standard contractual terms under which Chern & Co Ltd (“Chern & Co”, “we”, “our”, “us”) provides company formation, company secretarial, nominee services, and related corporate services.

These services are not exhaustive. These Terms form the Master Agreement governing all Services supplied by Chern & Co to its clients (“the Client”), unless otherwise agreed in writing. Chern & Co and the Client are each a “Party” and together the “Parties”, unless otherwise agreed in writing. Certain services are governed by additional Service Schedules which form part of these Terms & Conditions. The applicable Schedule will apply automatically once the relevant service is ordered or paid for.

2. Definitions

• Agreement / Contract – these Terms together with any applicable Engagement Letter (EL) and any invoice paid by the Client.
• Client – the person or entity that orders, requests, receives or pays for the Services, including a Promoter acting prior to incorporation of a company and any company that subsequently ratifies the engagement in accordance with these Terms.
• Confidential Information – any non-public business, financial, personal or corporate information disclosed in connection with the Services, including drafts, filings, internal documents and work product.
• Engagement Letter – a document (paper or electronic) specifying the scope of Services, applicable fees and duration of the engagement.
• Services – any corporate or administrative services provided by Chern & Co, requested or paid for by the Client.
• Service Schedule – Schedule 1 (Service Descriptions and Service-Specific Terms) and any other schedule published by Chern & Co from time to time at https://registercompany.ie, which supplements these Terms for particular Services and is incorporated by reference.
• Business Day – any day other than Saturday, Sunday or Irish public holiday.
• Promoter – an individual who engages Chern & Co to arrange the registration, incorporation, or initial setup of a company that does not yet legally exist. The Promoter is the Client until the Company is incorporated and until the Company expressly or implicitly ratifies the engagement in accordance with these Terms.
• Recurring Service – any Service provided by Chern & Co on a periodic or renewal basis (including, without limitation, registered office, company secretarial, nominee services) which automatically renews for successive terms until cancelled in accordance with these Terms.
• Company – any company, partnership, trust or other legal entity for which Chern & Co provides Services, whether before or after incorporation.
• Disbursements – any government fees, CRO/Revenue filing fees, courier fees, bank charges, translation fees, notary/legalisation costs or other third-party expenses incurred by Chern & Co on the Client’s behalf.
• Effective Date – the earlier of (i) the date an Engagement Letter is signed, or (ii) the date an invoice is paid, upon which the Agreement becomes binding.

Headings are for convenience only and do not affect interpretation.

3. Formation of Contract

3.1. A binding Contract is formed when the Client (i) signs an Engagement Letter, or (ii) pays an invoice issued by Chern & Co for the Services, whether in full or in part, whichever occurs first (the “Contract Date”).

3.2. By taking either action, the Client confirms acceptance of these Terms and any applicable Service Schedule, each as published on the Website https://registercompany.ie and effective on the Contract Date.

3.3. Any applicable Service Schedule forms part of the Contract automatically and without the need for separate signature, confirmation or acceptance, once the Client orders, requests, uses or pays for the relevant Service.

3.4. All prior proposals, negotiations or discussions, whether oral or written, are hereby superseded.

3.5. Changes to Terms. Updates to these Terms apply only to new engagements and do not affect Contracts already formed. Previous versions are archived and available on request.

4. Pre-Incorporation Engagements

4.1. Where an individual orders or requests Services in connection with the formation or initial setup of a company that has not yet been incorporated, that individual acts as the Promoter and is deemed to be the Client for all purposes of this Agreement until the company is incorporated and ratifies the engagement.

4.2. The Promoter authorises Chern & Co Ltd to proceed with the requested Services and any necessary filings and remains liable for all fees, disbursements and out-of-pocket expenses incurred prior to incorporation.

4.3. Upon incorporation, the company shall be deemed to have adopted and ratified this Agreement pursuant to Section 41 of the Companies Act 2014 where, after incorporation, it:
(a) pays or reimburses any invoice issued by Chern & Co Ltd;
(b) instructs Chern & Co Ltd to continue providing the Services; or
(c) uses or relies on any deliverables, filings or registrations prepared pre-incorporation.

4.4. Upon such ratification, the company becomes the Client for all purposes of this Agreement. If the company does not ratify this Agreement, the Promoter remains the Client and continues to be fully liable for all obligations arising under this Agreement.

5. Description of Services

5.1. The specific scope of Services, deliverables, fees and indicative timelines for each engagement are set out in the applicable part of these Terms & Conditions, or in an Engagement Letter (EL), or in the relevant invoice (where issued). These Terms apply to all Services, whether or not an EL is provided.

5.2. The current Service Schedules (including Schedule 1 – Service Descriptions and Service-Specific Terms) are published at https://registercompany.ie and are incorporated by reference into this Master Agreement.

5.3. Chern & Co will perform the Services with reasonable skill and care and in accordance with good professional practice applicable to corporate, secretarial and administrative service providers in Ireland. Chern & Co does not provide any warranty, guarantee or assurance as to results or outcomes that depend on third parties, including but not limited to:
(a) the Companies Registration Office (CRO);
(b) the Revenue Commissioners;
(c) banks and payment institutions;
(d) regulators, verification platforms or external service providers;
(e) delays or decisions made by such third parties.

5.4. The Client acknowledges that Chern & Co’s ability to perform the Services depends on:
(a) the Client providing complete, accurate and up-to-date information and documents;
(b) timely responses to requests for clarification or additional documentation;
(c) the Client’s co-operation in meeting statutory filing deadlines.
Chern & Co is not responsible for delays or failures arising from the Client’s delay, omission or inaccuracy.

6. Fees, VAT and Disbursements

6.1. All fees quoted by Chern & Co are exclusive of VAT and exclusive of disbursements or out-of-pocket expenses, including (without limitation):
(a) CRO and other government filing fees;
(b) statutory charges;
(c) courier, postage or translation costs;
(d) bank or payment-system charges;
(e) fees levied by third-party professionals or verification providers.
All such disbursements are payable by the Client in addition to our fees.

6.2. Invoices must be paid within the timeframe stated on the invoice and, in all cases, prior to the release of final deliverables, documents, filings, or submissions to any authority. Chern & Co is under no obligation to commence or continue work until payment is received.

6.3. Where any invoice remains unpaid after the due date, Chern & Co may, without liability:
(a) suspend or withhold all ongoing work;
(b) withhold documents, filings, letters, certificates or submissions until payment is received in full;
(c) suspend or discontinue the provision of any further Services until the Client’s account is brought fully up to date.

6.4. Statutory late-payment interest shall automatically accrue on overdue sums at the rate applicable under the European Communities (Late Payment in Commercial Transactions) Regulations (currently the European Central Bank base rate + 8% per annum), calculated daily until paid in full.

6.5. Where any invoice remains overdue, Chern & Co Ltd may charge reasonable administrative costs and may recover any external costs actually incurred in connection with recovering overdue amounts, including third-party collection or legal fees, to the extent permitted by Irish law.

7. Cancellations and Refunds

7.1. Before Chern & Co commences the Services, the Client may cancel in writing. A refund will be issued less:
(i) a fixed administrative fee of €250, and
(ii) any non-recoverable third-party, statutory or government charges already incurred on the Client’s behalf.

7.2. Once Chern & Co has begun performing the Services or has incurred external costs on the Client’s behalf, all fees become non-refundable. An exception applies only where the Client qualifies as a consumer under Irish law (in limited circumstances). In such cases, any refund (if applicable) will be proportionate to the Services actually supplied up to the date of cancellation. The proportion and value of Services supplied shall be assessed by reference to:
(a) time already spent by Chern & Co personnel;
(b) statutory, third-party or disbursement costs incurred;
(c) the stage of progress of any deliverables, filings, applications or registrations already prepared or submitted.

7.3. Where Services are delayed, suspended or terminated because of:
(a) failure to complete AML/KYC requirements,
(b) inaccurate, incomplete or misleading information provided by the Client, or
(c) legal, regulatory or sanctions-related restrictions,
all work performed and all related costs remain payable in full. Any refund of prepaid fees (if applicable) shall be assessed on a case-by-case basis, taking into account the scope of Services performed and costs incurred, and shall be determined at the reasonable discretion of Chern & Co Ltd. For the avoidance of doubt, any AML/KYC review, onboarding, compliance assessment or preliminary regulatory analysis constitutes chargeable work.

8. Service Standards and Client Responsibilities

8.1. Chern & Co Ltd shall provide the Services with reasonable skill, care and diligence.

8.2. Chern & Co is not responsible for delays caused by third parties (including CRO, Revenue, banks, regulators, postal or courier services) or delays resulting from incomplete, inaccurate or late information provided by the Client.

8.3. The Client shall:
(a) provide complete, accurate and timely information and documentation;
(b) review, approve or comment on drafts, filings or requests without undue delay;
(c) pay all invoices, disbursements and statutory fees when due; and ensure that any individuals issuing instructions to Chern & Co have full authority to bind the Client.
Failure to comply with the above may result in delays, suspension of work or additional charges.

8.4. If the Client believes the Services fall short of agreed standards, the Client shall notify Chern & Co in writing, providing reasonable detail.

9. Client’s Obligations

9.1. The Client shall co-operate fully with Chern & Co and shall:
(a) provide all information, documents and evidence reasonably required to perform the Services;
(b) ensure that all information supplied is complete, accurate, up-to-date and not misleading;
(c) notify Chern & Co without delay of any change in circumstances that may affect the Services; and
(d) ensure compliance with all applicable Irish, EU and international laws, including corporate, tax, AML/CTF and regulatory requirements.

9.2. Chern & Co is entitled to rely on all information, instructions and documents provided by the Client (or the Client’s authorised representatives) as being true, correct and complete. Chern & Co is not required to verify such information unless expressly required by law or by applicable AML/KYC regulations.

9.3. The Client warrants that any person giving instructions to Chern & Co on its behalf is duly authorised to do so. Chern & Co shall not be liable for acting on instructions reasonably believed to be issued by an authorised person.

9.4. If the Client fails to comply with this Clause, including providing incomplete, inaccurate or delayed information, Chern & Co may:
(a) suspend performance of the Services;
(b) charge additional fees for extra work or delays caused;
(c) decline to submit filings or deliverables until compliance is restored; and/or
(d) terminate the Agreement in accordance with Clause 15.

9.5. The Client remains fully liable for any resulting penalties, delays, rejections by CRO/Revenue/banks, or other consequences arising from such non-compliance.

10. Duration and Renewal

10.1. Unless otherwise stated in an Engagement Letter, invoice or Service Schedule, this Agreement remains in force until completion of the relevant Services and full payment of all related fees and disbursements.

10.2. For services charged on a recurring basis the initial term is as stated in the invoice or Service Schedule (for example, 12 months). Unless otherwise agreed in writing, such Recurring Services shall automatically renew for successive periods equal to the initial term unless the Client gives written notice of non-renewal at least fourteen (14) days before the end of the then-current term.

10.3. Chern & Co will send a renewal reminder to the Client’s last notified email address at least thirty (30) days before the renewal date, stating the applicable fees and the method for opting out of renewal. If the Client does not opt out in accordance with this clause and the service continues to be used and/or remains listed with CRO, Revenue, banks or other third parties, the Client shall be deemed to have accepted the renewal and the corresponding fees.

10.4. If the Client elects not to renew a Recurring Service, the Client shall:
(a) ensure all necessary statutory changes (e.g. change of registered office, secretary) are filed before the end of the current term; and
(b) remain liable for any statutory penalties, late filing fees or third-party charges arising from failure to update such details.

10.5. Chern & Co shall not be liable for any consequences of non-renewal where the Client has failed to complete required changes in good time.

11. AML, Sanctions and Compliance

11.1. Provision of all Services is strictly subject to Chern & Co completing customer due diligence (CDD), where required, ongoing monitoring, sanctions screening and any other checks required under applicable Irish laws and regulations, as well as guidelines issued by the Central Bank of Ireland and the Department of Justice.

11.2. Chern & Co may refuse to onboard, may suspend work, or may terminate Services with immediate effect, without liability, if:
(a) CDD is incomplete or overdue;
(b) the Client, its directors, shareholders, UBOs, connected parties or counterparties are or become Designated Persons or are otherwise subject to international sanctions;
(c) the Client fails to provide required documents, explanations or supporting evidence;
(d) information provided is false, misleading, incomplete or inconsistent; or
(e) Chern & Co reasonably believes that continuing the engagement may breach applicable AML/CTF sanctions, tax evasion, anti-fraud, anti-corruption or other regulatory obligations.

11.3. Chern & Co shall not be obliged to submit any filing, application, tax registration or corporate documentation until AML/KYC requirements have been fully satisfied. Any deadlines missed due to AML non-compliance shall be the sole responsibility of the Client.

11.4. The Client must promptly provide all information, documents and explanations necessary to satisfy AML/CTF requirements and must immediately notify Chern & Co of any changes in beneficial ownership, control, business activity or risk profile.

11.5. The Client shall indemnify and hold harmless Chern & Co Ltd against any direct losses, penalties, professional costs or expenses reasonably incurred as a result of:
(a) reliance on inaccurate, incomplete or misleading information supplied by the Client or its representatives;
(b) regulatory inquiries or sanctions linked to the Client’s conduct or disclosures;
(c) delays, refusals or withdrawals caused by the Client’s AML non-compliance.

11.6. Where Services are delayed, suspended or terminated under this Clause, all fees already paid remain non-refundable, and the Client shall pay for all work completed and all disbursements incurred up to the date of suspension or termination.

12. Liability

12.1. Nothing in these Terms limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) wilful misconduct or gross negligence; or
(d) any liability which cannot lawfully be limited or excluded under Irish law.

12.2. To the fullest extent permitted by law, Chern & Co Ltd’s total aggregate liability arising out of or in connection with any Contract, whether in contract, tort (including negligence), statutory duty or otherwise, shall not exceed the total fees actually paid by the Client to Chern & Co for the Services giving rise to the claim in the 12 months immediately preceding the event giving rise to the liability.

12.3. Unless expressly agreed in writing in a separate Engagement Letter or Service Schedule, Chern & Co does not provide legal, tax, financial or investment advice. Any information, commentary or guidance provided as part of the Services is general in nature and shall not be relied upon as professional advice. The Client remains responsible for obtaining independent legal and tax advice where required.

12.4. Chern & Co Ltd shall not be liable for:
(a) any indirect, special, incidental or consequential losses;
(b) loss of profit, revenue, anticipated savings, business opportunity or goodwill;
(c) losses arising from delays, refusals or decisions of third parties (including the CRO, Revenue, banks, payment institutions, regulators, postal or courier services);
(d) losses arising from incomplete, inaccurate, misleading or late information provided by the Client; or
(e) penalties, fines or missed deadlines where the Client has not provided documents, approvals or instructions in a timely manner.

12.5. The Client acknowledges that Chern & Co relies wholly on the information provided by the Client and is not responsible for verifying its accuracy except where explicitly required by law.

13. Confidentiality and Intellectual Property

13.1. Each party shall treat as strictly confidential all non-public, proprietary or commercially sensitive information obtained from the other party in connection with the Services (“Confidential Information”). Neither party shall disclose such information to any third party without the prior written consent of the other, except where disclosure is:
(a) required by law, court order or a competent regulatory, supervisory or enforcement authority;
(b) necessary for the performance of the Services (including disclosure to banks, payment institutions, the CRO, Revenue, auditors or third-party providers engaged by Chern & Co);
(c) required for AML/CTF, sanctions or compliance obligations; or
(d) information which becomes publicly available through no breach of this Agreement.

13.2. Each party shall use the other party’s Confidential Information solely for the purpose of performing or receiving the Services and not for any competing or unauthorised purpose.

13.3. Data Protection. Any processing of personal data by Chern & Co shall be carried out in accordance with the Irish Data Protection Acts and the EU General Data Protection Regulation (GDPR). Chern & Co’s Privacy Notice (as updated from time to time) forms part of these Terms.

13.4. Intellectual Property. All templates, precedent documents, forms, software, tools, methodologies, training materials, compliance procedures, checklists, and any other materials created, developed or supplied by Chern & Co (whether in physical or electronic form) remain the exclusive intellectual property of Chern & Co Ltd.

13.5. Data Retention. Chern & Co retains Client Personal Data only for as long as necessary to fulfil the purposes of the engagement and to comply with legal, regulatory and professional obligations, including record-keeping requirements under Irish company law, tax law and AML legislation. Retention periods may vary depending on the category of data but shall not exceed the maximum periods permitted under GDPR and Irish law. Upon expiry of the applicable retention period, data will be securely deleted or anonymised.

13.6. Upon full payment of all fees due, the Client receives a non-exclusive, non-transferable, revocable licence to use the final deliverables solely for its internal lawful business operations. The Client may not:
(a) reproduce, copy, adapt, modify, publish or distribute any Chern & Co materials;
(b) share or disclose them to third parties (other than regulators, banks or auditors, where reasonably required);
(c) use them to create competing services; or
(d) claim ownership or authorship of such materials.

13.7. All confidentiality and intellectual property obligations survive termination of the Agreement.

14. Suspension and Termination

14.1. Chern & Co may suspend or terminate the Agreement immediately if:
(a) any fees or disbursements remain unpaid after the due date;
(b) legal, regulatory, AML/CTF or sanctions restrictions prevent continuation of the Services; or
(c) the Client commits a material breach of these Terms or fails to co-operate.

14.2. Chern & Co may withhold deliverables, filings, documents and client files until all outstanding fees, costs and disbursements are paid in full, to the extent permitted by Irish law.

14.3. The Client may terminate the Agreement on at least fourteen (14) days’ written notice, subject to payment for all work performed, time incurred, and third-party or statutory costs up to the effective termination date.

14.4. Termination does not affect any accrued rights, obligations or liabilities of either party.

15. Force Majeure

15.1. Neither party shall be liable for any delay or failure in performing its obligations caused by events beyond its reasonable control, including (without limitation) natural disasters, war, civil unrest, acts of government, pandemic, labour disputes, utility or system outages, or failures of third-party providers, provided that reasonable steps are taken to mitigate the impact.

15.2. A party affected by a Force Majeure event shall notify the other party within five (5) Business Days and shall use reasonable efforts to resume performance as soon as practicable.

15.3. If a Force Majeure event continues for more than thirty (30) consecutive days and materially hinders the performance of the Services, either party may terminate the Agreement by written notice, without liability, except for fees and costs accrued up to the date of termination.

16. Dispute Resolution

16.1. The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiations.

16.2. If the dispute is not resolved within thirty (30) days, either Party may refer the matter to the courts of Ireland, which shall have exclusive jurisdiction.

16.3. If both Parties expressly agree in writing, the dispute may instead be referred to binding arbitration seated in Dublin in accordance with the Arbitration Act 2010. The arbitral award shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.

17. Governing Law and Jurisdiction

17.1. This Agreement, these Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.

17.2. Subject to Clause 16 (Dispute Resolution), the courts of Ireland shall have exclusive jurisdiction.

18. Notices

18.1. All notices or communications under this Agreement must be in writing and may be delivered by email or by post.

18.2. Notices to Chern & Co Ltd shall be sent to:

Email: info@chern.co

18.3. Notices sent by email to the addresses specified in the relevant Engagement Letter (or otherwise notified in writing) constitute valid service.

18.4. Notices shall be deemed received on the next Business Day following transmission (for email) or three (3) Business Days after posting (for standard post), unless evidence shows earlier receipt.

19. Entire Agreement and Priority

19.1. These Terms, together with any applicable Engagement Letter and Service Schedules, constitute the entire agreement between the Parties and supersede all prior proposals, understandings or communications, whether written or oral, relating to the subject matter of the Services.

19.2. In the event of any inconsistency between these Terms and an Engagement Letter, the Engagement Letter shall prevail only in respect of the specific scope of Services, fees and timelines expressly stated therein. In all other respects, including operational, compliance, liability, AML/KYC, data protection and termination matters, these Terms shall prevail.

20. Severability

20.1. If any provision of this Agreement is held to be invalid, unlawful or unenforceable, such provision shall be severed and the remainder of the Agreement shall continue in full force and effect.

No failure or delay by either Party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall it prevent or restrict its further exercise.