I wish to open an Account with COMPANY BUREAU FORMATIONS UNLIMITED, and I certify that I am authorised representative of the aforementioned firm of Professional Advisors. I also hereby certify that the above information is correct, that I agree to be bound by the Terms & Conditions as set out below and consent for the above information to be used for internal records and contact purposes only

CONDITIONS OF SALE AND TRANSFER OF COMPANIES & PROVISION OF SERVICES TO PROFESSIONAL ADVISORS

1. Definitions.

In these conditions of Sale and Transfer of Companies, CBF” means Company Bureau Formations Unlimited, the ‘’Client” means the individual, firm or company who ordered the company and/or whose name appears on the order form. ‘’Contract Price” means the total price for the goods and services provided by CBF.

2. The Contract.

1. Any contract between CBF and the Client will incorporate and be subject to these Conditions of sale and transfer of Companies and no other terms or conditions shall be held binding on CBF, unless they are expressly agreed in writing by a director of CBF.
   
   
2. The Client’s order will be treated as accepted only when CBF 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 CBF. It is the customer’s obligation to ensure that all forms required under the Companies Act 2014 (or any amendment thereto) are properly completed, signed and returned to CBF within 14 days of order acceptance. No other action on the part of CBF, 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 CBF 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 CBF’s fees, stamp duties and outlay in connection with the provision of the service to the Client. Where professional clients are the party from whom instructions are accepted CBF will look to them to discharge any fees outstanding and failure by them to collect from their clients will not negate their liability/responsibility in this respect. On this basis we recommend that clients receive full payment from their respective customer BEFORE the company formation is ordered.

3. Prices.

The contract price is inclusive of Value Added Tax and Companies Registration Office fees current at the date of order; any increase in the rate of Value Added Tax and Companies Registration Office fees 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 CBF.
   
   
2. Where a credit count 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 all forms required under the Companies Act 2014 (or any amendment thereto) are properly completed, signed, and returned to CBF within 14 days of order acceptance. 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 CBF’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 CBF NET of related bank charges and commissions.
   
   
5. Payment can also be made by credit card, cheque 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.

5. Completion of statutory forms.

CBF may, at its discretion, provide first officers/shareholders to companies solely to facilitate early/timely incorporation. We do so in good faith and on specific understanding that the requisite Companies Registration Office/ Companies House form B10/288/296, as appropriate are completed by the incoming officers and delivered to CBF prior to the incorporation of the relevant Company or failing this, within 30 (thirty) days after incorporation at the latest

Where the Client fails to return completed and signed the requisite B10/288/296 to CBF within 30 days of incorporation, CBF shall be entitled to charge and the Client agrees to pay a fee of €5 per day for each calendar day until such time as CBF is in receipt of the requisite document(s).

In default of these provisions, a copy of the notice of resignation will be sent top the Company and every person who to the resigning officer’s knowledge is an officer of the company, together with a written request that he/she take such steps as will ensure that the failure of the Company to comply with the notice continues no further. CRO Form B69 (to which will be attached (i) a copy of the notice of resignation and (ii) a copy of the notice to the Company will be forwarded to the C.R.O.

Should CBF be compelled to institute procedures on foot of non-compliance with the aforementioned provisions, the Client agrees to pay a fixed charge of €250 (plus VAT as appropriate) in addition to the fee of €5 per day to cover all associated administration/statutory filing fees/legal costs and the Client accepts personal liability for the payment of such sums as they fall due.

6. Exclusions.

1. The estimated completion date of the service to be rendered by CBF is only a bona fide business estimate and shall not be of essence” but CBF will use all reasonable endeavours to comply with the estimated completion dates.
   
   
2. CBF 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 CBF or its employees. The extent of CBF 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 CBF be liable for any consequential loss or loss of profits howsoever arising as a result of the above.
   
   
3. Should any new company formed by CBF on the instructions of the Client be required to change its name by the registrar, no liability shall attach to CBF in respect of same
   
   
4. CBF gives no warranty that the name of the Company, the subject of the Contract, does not infringe any trade mark of a third party nor does CBF warrant that the name of the Company, the subject of the Contract, will not give rise to an action for passing off.

7. No Rights to Name.

Until such time as CBF shall have transferred the share in the company (the subject matter of the service) to the Client or his nominees, the Client shall have no rights either express or implied to use the of the said company nor shall the Client not the Client’s nominees have an interest either equitable or otherwise in the shares in the said company.

8. No Cancellations.

Once the order has been accepted by CBF, no cancellation of the contract will be accepted unless expressly agreed in writing by an authorised representative of CBF. Fees in respect of Company formation assignments 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 CBF reserves the right to raise a fee to cover any work already undertaken, subject to a minimum charge of €100 plus VAT.

9. Governing law.

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

10. 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.

11. Extent of liability.

1. Company Bureau 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 wilful neglect or wilful default of Company Bureau or its employees. The extent of Company Bureau’s liability in respect of such noncompliance, misrepresentation or mis-compliance shall not exceed the amount of the Contract Price and in non circumstances will Company Bureau 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. CBF accepts no responsibility for the privacy practices or content of other such sites. You assume sole responsibility for use of third party links. CBF provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.
   
   

12. Money Laundering legislation Data Protection and relevant 3rd parties (Professional Advisors)

As a relevant 3rd party and/or as an agent / professional advisor on behalf of a client for a service provided by CBF, 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, CPA, AITI, Law Society, etc.
   
   
2. The information provided within this form will be used for direct communication with regards to services and within the scope of a legitimate interest in the services of CBF.
   
   
3. That you have policies and procedures in place which meet the requirements of the 4th AML Directive or legislation equivalent to the 4th AML Directive and are compliant with GDPR (General Data Protection Legislation)
   
   
4. 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.
   
   
5. On request, you will make available to CBF, copies of CDD documentation.