Scope

1. These Terms and Conditions apply to all current, future contracts and business relationships between the “Client” and W-V Law Firm LLP – hereinafter referred to as W-V.
2. The “Client” may be any natural or legal person. The “Client” acts as the merchant.
3. Terms and Conditions of the “Client” apply only if expressly agreed in writing.
4. W-V operates exclusively in the United Kingdom or in one of its branches for the “Client”.

Goal of the Agreement

1. The object of the Agreement is to provide all services according to the contract.
2. “Client” (s) are equally and individually liable for all claims of W-V.
3. W-V cooperates with notaries, lawyers, tax advisers, financial institutions, courier services and other service providers and/or professionals. W-V shall be entitled to pass on personal and/or company related data to such service providers and/or professionals in cases where it is necessary for the fulfilment of the purpose. W-V is entitled to grant sub-authorization if necessary.

Obligations of the “Client”

By placing an order, the “Client” upholds that he / she will comply with the applicable laws and regulations and that he / she will not commit, promote or assist, either directly or indirectly, unlawful acts. Should W-V become aware that the “Client” violates laws, W-V is entitled to resign from the mandate without any delay and to settle any outstanding expenses, in particular for the closure of the company, to the “Client” or to the beneficial owner. The continuation of the service provision is not entitled in such cases.

Order extension

W-V shall be obliged to take into account any requests for changes made by the “Client” with regards to the execution of the order, insofar as this is reasonable within the scope of the operational capacities, in particular with regard to the effort and the time schedule.

In the context of the specific execution of the contract, the employees of W-V agree with the “Client” regarding the intended objectives, whereby they are entitled to deviate from instructions of the “Client”, if they may assume the circumstances that the “Client” would approve of the deviation if the facts are known (For example, apply for a modified version of the company name at the commercial register if the requested company name has been rejected). Insofar as the examination of the possibilities of alteration or the realization of the desired changes has an effect on the terms of the contract, in particular on the expenses of the employees or the timetable, the parties shall agree on an appropriate adjustment of the terms of the contract with regard to remuneration and scheduling. Unless otherwise agreed and there are no immediate disadvantages for the “Client”, W-V will carry on the business in its original scope until the contract is adapted, while respecting the interests of the “Client”.

Price adjustment

W-V reserves the right to adjust the price list at irregular intervals to cope with changing personnel and equipment costs. The “Client” is informed about this one month prior to any changes and has the possibility to object to the price change. In the event of an objection, W-V is entitled to terminate the contractual relationship with a three-month notice period or to continue it, at the agreed upon conditions.

Contract Cancellation

If the “Client” withdraws from the contract, he / she is obliged to pay W-V 50% (fifty percent) of the agreed payment amount, if W-V has not yet provided the service. If W-V has already begun to render the service, the agreed amount will be due in full, plus any additional costs, for example, for the liquidation of a company or changes in the commercial register.

Confidentiality

1. The employees of W-V undertake to maintain confidentiality. The transfer of data to any third parties, who are not engaged in carrying out the contract, may only be carried out with the consent of the “Client”.
2. Employees of W-V may, in particular in correspondence, assume that any acquired communication data are and remain correct. Changes to the address (especially changes to a telephone number or email address) must be reported, as this can lead to inaccuracies and interruptions, which can also lead to complete loss of rights. If the “Client” communicates an e-mail address, he / she agrees that W-V sends him / her all order-related information without restriction by e-mail without security measures (encryption), unless the “Client” objects or revokes his consent to this procedure or otherwise announces a change in the communication data. The revocation of the agreement must be made in writing. The “Client” is aware that e-mails may contain viruses, that other Internet users are aware of the content of the e-mails and that there is no 100% guarantee that the e-mails are actually from the sender specified, after all the possible and necessary steps are taken into consideration. The “Client” is hereby informed of the possibility of at least partially excluding the aforementioned risks by encrypted E-mail communication.
3. The employees of W-V are authorized to collect, store and process the personal data of the “Client “entrusted to them within the scope of the purpose of the order in compliance with the data protection provisions. The processing of personal data takes place exclusively within the scope of the contract. The relevant documents (E-mails and any type of attachments) are archived for a period of 10 years. The employees of W-V are entitled to use the work entrusted to them by data processing companies: they are also obliged to maintain confidentiality. The “Client” agrees to this. If, with the consent of the “Client”, third parties are involved in order processing, which in turn are obliged to maintain confidentiality, for example due to professional regulations, the “Client” releases both W-V and the third party reciprocally from the duty of confidentiality in relation to the object of his order.

Duties of Cooperation of the “Client”

1. The “Client” is obliged to support W-V to the best of its ability and to create all the conditions necessary for the proper execution of the order; In particular, the “Client” must provide all information necessary or compulsory for the execution of the order in good time, if necessary on request of W-V, in writing. The “Client” is obliged to take note of the documents sent to him / her by W-V, to check them and to consult with any obscurities.
2. The “Client” and W-V use exclusively express courier services such as DHL Express, UPS, FedEx and others for the dispatch of original documents among themselves. For delays, which are connected by the dispatch of documents by the “Client” with the ordinary post office, W-V assumes no liability.

Rights to the contract fulfilment outcome

The Contractor, on behalf of W-V, undertakes to treat as confidential the written documents handed over to them (reports, contracts, endorsements, etc.) and to not disclose them to any third parties, even if the content is not considered confidential, unless W-V has previously given written consent to do this.

The “Client” undertakes to also impose this obligation on his / her employees. The “Client” is responsible for ensuring that the written contract fulfilment outcomes are not used for the purposes of third parties. W-V may make the approval of the dissemination of contract fulfilment outcomes dependent on the interested third party concluding an individual information agreement with W-V, W-V receives an appropriate protective fee, and concluding appropriate individual object insurance for the entire order and the “Client” bears and has increased the resulting additional costs. W-V is liable to a third party only if and to the extent that consent has been given for the dissemination of the contract fulfilment outcomes and individual information declaration of the third party is available.

Fees and Expenses

1. The fee depends exclusively on the offer. A remuneration to be paid according to the degree of success or only in case of success is always excluded. If no compensation agreement has been concluded for an additional activity that is not part of the offer, this additional expenditure is calculated on the basis of the applicable conditions in (ANNEX I).
2. All compensation claims are due upon invoicing and are payable immediately without deductions. A benefit entitlement arises only with payment of the fees.
3. W-V demands annual pre-payment for all services according to the offer.
4. Offsetting against claims between the parties is only permitted with undisputed or legally established claims.
5. Invoices shall be lodged by the “Client” in writing within 7 days from the invoice date.

Accounting

1. The accounting is prepared by W-V for the “Client”’(s) company, monthly or quarterly, depending on the extent or requirement. W-V reserves the right to engage subcontractors in case of hefty workload.
2. The “Client” is obliged to submit all receipts and account statements by the 10th of each month for the previous month.
3. W-V uses the documents and account statements sent by the “Client” to prepare the accounting and to submit the VAT returns. The “Client” always insures the documents in full. Later corrections in the sales tax reports or in the bookkeeping are associated with additional costs, which are calculated according to time expenditure.
4. If the “Client” is in default of payment, W-V reserves the right to stop all services.

Corporate bank account

The decision to open a corporate bank account is made by the respective bank where application is submitted. In individual cases, a rejection of a customer by the bank may occur. In this case calculated is a reimbursement claim of the fees charged by W-V is not applicable. However, W-V will create account inquiries at additional banks at no extra cost.

Liquidation / Notice Periods

1. If the “Client” decides to resign or dissolve a company, W-V will charge the “Client” for the liquidation of the company in the context of a final invoice. After receipt of the final invoice W-V carries out the liquidation of the company.
2. The period of notice is one month before the end of each financial year and is extended for a further year if no notice is given. Termination requires written form.

Responsibility of the “Client” for their tax affairs / domiciliary companies

1. W-V and its affiliates are exclusively active in the area of UK tax law and business administration. The “Client” is responsible for his tax affairs in his country of residence. With the placing of the order, the “Client” expressly declares to be tax-relevant in his country of residence and to fully comply with his tax obligations. The customer is obligated to have VAT-related tax matters that are outside of the company’s headquarters checked by local tax advisers in the respective states of the business and to commission taxpayers with the necessary VAT registrations in the states where VAT is payable. If there are any doubts about tax matters, the “Client” solicits independent appraisals.
2. The “Client” expressly assures that information in the context of placing an order, founding a business, requesting an account as well as future information is truthful.

Jurisdiction Agreement

Place of jurisdiction is London.

Severability Clause

Should individual provisions of this contract be ineffective or unfeasible or become ineffective or unenforceable after the conclusion of the contract, the validity of the remainder of the rest remains unaffected. The ineffective or unenforceable provision shall be replaced by an effective and enforceable provision whose effects come closest to the economic purpose pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply contrarily in the event that the contract proves to be incomplete.