1. Definitions.
   
In these conditions of Sale and Transfer of Companies, "ECF" means Euro-Wide Company Formations Limited (Trading as Euro Company Formations) 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 ECF.

2. The Contract.
1. Any contract between ECF 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 ECF, unless they are expressly agreed in writing by a director of ECF.
   
   
2. The Client's order will be treated as accepted only when ECF have been returned a signed order form and/or email order confirmation by the Customer together with minimum 50% payment (100% payment required for Readymade Companies and some jurisdictions) unless other terms of payment have been agreed in writing by an authorised representative of ECF. It is the customer's obligation to ensure that all forms required are properly completed, signed and returned to ECF within 14 days of order acceptance. No other action on the part of ECF, 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 ECF 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 ECF's fees, stamp duties and outlay in connection with the provision of the service to the Client.
   
   
4. Our standard terms of payment are minimum 50% of company formation costs on receipt of instructions to undertake your business, and 50% on our receipt of the finalised documents. Full payment for other services on receipt of instructions to undertake your business. We cannot be held liable for circumstances beyond our control for any additional fees which may be incurred due to banking requirements and VAT authorities requesting additional information or data for registration or set up. Once instruction has been taken and payment received for any company formation, bank account set up or office facility or any other service, ECF will begin the process and no refund will be granted after this point.  

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 ECF.
   
   
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 all forms required under the Companies Act 1963 to 2006 (or any amendment thereto) are properly completed, signed, and returned to ECF 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 ECF'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 ECF 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.
   ECF 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 ECF 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 ECF within 30 days of incorporation, ECF 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 ECF is in receipt of the requisite document(s).
   
   In default of these provisions, a copy of the notice of resignation will be sent to 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 ECF 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 ECF is only a bona fide business estimate and shall not be of essence" but ECF will use all reasonable endeavours to comply with the estimated completion dates.
   
   
2. ECF 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 ECF or its employees. The extent of ECF 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 ECF 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 ECF on the instructions of the Client be required to change its name by the registrar, no liability shall attach to ECF in respect of same.
   
   
4. ECF 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 ECF 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 ECF 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.
   Our standard terms of payment are 50% of company formation costs on receipt of instructions to undertake your business, and 50% on our receipt of the finalised documents. Full payment for other services on receipt of instructions to undertake your business. We cannot be held liable for circumstances beyond our control for any additional fees which may be incurred due to banking requirements and VAT authorities requesting additional information or data for registration or set up.
   Once instruction has been taken and payment received for any company formation, bank account set up or office facility or any other service, ECF will begin the process and no refund will be granted after this point.
   
   
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. ECF 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 ECF or its employees. The extent of ECF'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 ECF 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. ECF accepts no responsibility for the privacy practices or content of other such sites. You assume sole responsibility for use of third party links. ECF provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.
       
       
12. Money Laundering Legislation
    
    1. Under EU money laundering legislation, you will be asked to provide ECF 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, 2 documents proving resident address) Failure to comply with these requirements may result in us terminating any service rendered without refund.
    2. By proceeding to incorporate a company with ECF 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
       
    3. 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 ECF, 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. That you have policies and procedures in place which meet the requirements of the 3rd AML Directive or legislation equilavent to the 3rd 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 ECF, copies of CDD documentation