1.1. These General Terms and Conditions (the “Terms”) are issued by COREDO LTD, a company carrying on business under the COREDO brand (“COREDO” or “COREDO”). COREDO is a brand under which several legal entities conduct their activities across a number of jurisdictions. These Terms govern the rendering of services offered under the COREDO brand and apply to the COREDO website by means of which the Client obtains these Terms.
1.2. These Terms shall apply where they are published on the Website, furnished to the Client by email, annexed to a Service Agreement, referred to in any other communication with the Client or otherwise made available to the Client. In each such instance, the Terms shall form an integral part of the agreement between the Client and the Contracting Entity.
1.3. The Contracting Entity for Services rendered under these Terms shall be COREDO LTD, save where the relevant Service Agreement expressly designates a different Contracting Entity. The identity of the Contracting Entity shall be stated in the relevant Service Agreement or notified to the Client by email or other means of electronic communication.
1.4. Should any inconsistency arise between these Terms and the relevant Service Agreement, the Service Agreement shall prevail to the extent of that inconsistency.
1.5. By placing an order, settling an invoice, executing a Service Agreement, continuing to use the Services or otherwise accepting the service offer, the Client agrees to be bound by these Terms. The Client confirms that it acts in the course of its business, trade or profession and does not enter into the agreement in the capacity of a consumer.
2.1. Save as otherwise provided in the relevant Service Agreement, the following definitions shall apply for the purposes of these Terms:
3.1. Descriptions of services, practice areas, industries, jurisdictions, local filing destinations or country pages appearing on the Website are of an informational character only and shall not of themselves determine the Contracting Entity or the terms of the engagement.
3.2. Save where the Service Agreement designates a different Contracting Entity, the Contracting Entity shall be COREDO LTD
4.1. The Contracting Entity may engage subcontractors and other third-party service providers in any jurisdiction in which this is reasonably required for the performance of the Services.
4.2. The engagement of a subcontractor shall not give rise to a direct contractual relationship between the Client and such third party save where the parties expressly agree otherwise in writing.
4.3. Save as expressly agreed otherwise, the Contracting Entity shall remain the Client’s sole contractual counterparty.
5.1. The Client shall furnish, in due time, all information, documents, source materials, clarifications and approvals reasonably necessary for the performance of the Services.
5.2. The Client shall be responsible for the accuracy, completeness and legality of the information and documents furnished to the Contracting Entity.
5.3. The Contracting Entity shall be entitled to rely upon such materials without independent verification save where it has expressly agreed to undertake verification as part of the Services.
5.4. The Client shall promptly notify the Contracting Entity of any material change affecting the information previously furnished.
6.1. Having regard to the nature of the Services and the jurisdiction of the Contracting Entity, the Contracting Entity may be subject to anti-money-laundering, counter-terrorist-financing, sanctions, fraud-prevention and other regulatory requirements. Where applicable, the Client shall co-operate with the Contracting Entity’s compliance procedures, including customer due diligence.
6.2. Where the Contracting Entity requires customer due diligence, the Client shall furnish, promptly and upon first request, all information and documents reasonably required for the purposes of identification, verification, ongoing monitoring, sanctions screening, risk assessment and regulatory reporting. The Client warrants that all such information and documents are accurate, complete and up to date.
6.3. The Client shall notify the Contracting Entity without undue delay of any material change in its ownership, control, beneficial ownership, directors, representatives, business activity, regulatory status, sanctions status or politically exposed person status, or in the equivalent information of any person acting on the Client’s behalf or otherwise concerned in the engagement.
6.4. The Contracting Entity may, at any time and with immediate effect, decline to commence the Services, suspend the Services or terminate the engagement, without liability to the Client, where the Client fails to furnish the required information or documents, where the results of customer due diligence or screening give rise to concerns, where the performance of the Services would contravene applicable law, regulation, sanctions or internal policy, or where the Contracting Entity is legally or regulatorily precluded from continuing the engagement. Notice under this Clause may be given by email only.
6.5. The Contracting Entity may lodge reports with competent authorities where required by applicable law. The Client acknowledges that the Contracting Entity may be prohibited from disclosing the existence or content of any such report.
7.1. The Client shall pay the fees and reimbursable expenses specified in the relevant Service Agreement or invoice.
7.2. Where the Service Agreement does not stipulate a fixed fee, or where the scope of work agreed under a fixed-fee arrangement is exceeded, the Contracting Entity shall be entitled to charge on a time-spent basis at the rate of EUR 200 per hour. This rate may be invoiced in the equivalent amount in another currency at the exchange rate prevailing on the date of the invoice.
7.3. The invoice or other payment instruction shall identify the Contracting Entity and the payment details of that entity. Payment to the bank account, electronic money account, crypto wallet or other payment instrument specified by the Contracting Entity shall constitute payment to the Contracting Entity only.
7.4. Where several Contracting Entities are engaged in respect of one matter, each such entity may issue its own invoice, or the parties may agree upon a consolidated billing arrangement clearly specifying the recipient entity for each payment.
7.5. Save as otherwise agreed, invoices shall be payable within fourteen (14) days of the invoice date, without deduction, set-off, counterclaim or withholding of any kind, save for any set-off which may not be excluded under mandatory provisions of applicable law. The Client shall not be entitled to withhold payment by reason of any alleged claim, dispute or complaint.
7.6. Should the Client fail to pay any amount by the due date, the Contracting Entity shall be entitled to interest for late payment at the higher of: (a) 0.1% of the outstanding amount for each day of delay; or (b) the statutory default interest rate applicable to the Contracting Entity, in each case until full payment is received. Such interest shall not limit the Contracting Entity’s right to compensation for any further damage occasioned by the delay. The Contracting Entity may further suspend the Services until full payment is received.
7.7. All fees are exclusive of value added tax, goods and services tax, sales tax and any similar indirect taxes, which shall be added to the invoice where applicable. If any withholding or deduction is required by law on payments to the Contracting Entity, the Client shall gross up the payment such that the Contracting Entity receives the full amount it would have received in the absence of such withholding or deduction.
7.8. Each party shall bear the charges of its own bank. The Client shall ensure that the Contracting Entity receives the full invoiced amount net of any banking, transfer or intermediary charges.
8.1. Each party shall hold in confidence all Confidential Information received from the other party in connection with the Services and shall employ such information solely for the purposes of performing or receiving the Services.
8.2. The Contracting Entity may disclose Confidential Information on a strict need-to-know basis to other Group Companies, subcontractors, auditors, insurers, banks, payment institutions or professional advisers where such disclosure is reasonably required for the performance, administration, billing, risk management, legal protection or compliance handling of the relevant engagement, provided that the recipient is bound by confidentiality obligations, professional secrecy or equivalent legal duties.
8.3. Confidential Information may likewise be disclosed where such disclosure is required or reasonably justified by law, regulation, court order, professional obligation, anti-money-laundering requirement, sanctions screening, fraud-prevention requirement, regulatory request or another legitimate compliance requirement applicable to the Contracting Entity or to a counterparty or provider concerned in the performance of the Services.
8.4. The confidentiality obligations under this Clause shall survive the termination or completion of the Services.
8.5. Should the Client breach its obligations under this Clause 8, the Client shall pay to the Contracting Entity, by way of agreed compensation for such breach, an amount of EUR 5,000 (five thousand euros) in respect of each breach, without prejudice to the Contracting Entity’s right to claim compensation for any further damage exceeding such amount. For the avoidance of doubt, each separate act of unauthorised disclosure or unauthorised use shall constitute a separate breach.
9.1. The Contracting Entity shall process personal data in conformity with the Data Protection Legislation applicable to that entity, the relevant Services and the relevant data subjects. Further particulars concerning the processing of personal data, the rights of data subjects, data retention and contact details are set out in the privacy policy published on the Website or otherwise made available by the Contracting Entity.
9.2. Having regard to the nature of the Services, the Contracting Entity may act as a controller, joint controller or processor. Where relevant, the identity of the controller or processor and the apportionment of roles may be further specified in the Service Agreement, privacy policy or data-processing addendum.
9.3. Where the performance of the Services involves several jurisdictions, several Group Companies or cross-border data transfers, the Contracting Entity may transfer personal data within the COREDO group and to subcontractors or service providers in any jurisdiction in so far as reasonably necessary for the performance, administration, compliance or protection of the engagement, and in conformity with applicable Data Protection Legislation. For these purposes the Contracting Entity may put in place data-processing agreements, intra-group arrangements, standard contractual clauses or other transfer mechanisms reasonably required by applicable law.
9.4. The Client shall ensure that any personal data disclosed to the Contracting Entity may lawfully be disclosed for the relevant purposes and that any notices, consents, authorisations or other prerequisites required on the Client’s part under applicable law have been duly obtained or fulfilled.
9.5. Each party shall notify the other without undue delay of any personal data breach affecting data processed in connection with the Services where such notification is reasonably required to enable the other party to discharge its obligations under applicable Data Protection Legislation.
10.1. The Services are rendered as professional advisory, compliance, corporate, intermediary and similar services within the scope expressly agreed between the parties. The scope of the Services shall be defined exclusively by the relevant Service Agreement.
10.2. Where the performance of the engagement requires specialised, reserved or locally regulated work falling outside the agreed scope, such work may be carried out through subcontractors or referred to appropriately authorised third parties.
10.3. The Services are advisory in nature. The Contracting Entity furnishes professional opinions, analyses and recommendations founded upon the information available to it and upon its professional judgement. The Contracting Entity does not warrant any specific outcome, decision, registration, approval, ruling or commercial result. Decisions taken by the Client upon the basis of the Services, and the consequences of such decisions, shall remain the sole responsibility of the Client.
10.4. Where the Services include the submission of applications, registrations or filings to public authorities or other bodies, the Contracting Entity shall use reasonable professional endeavours to complete such submissions in accordance with applicable requirements but does not warrant acceptance, approval, registration or any particular decision by the relevant authority or body.
10.5. The Contracting Entity shall be under no obligation to update any Deliverable, advice or analysis so as to reflect changes in law, regulation or the interpretation thereof arising after its delivery, save where expressly engaged to do so.
10.6. Any request by the Client to extend, vary or amend the scope of the Services shall be agreed in writing and may be subject to additional fees and revised timelines.
11.1. Deliverables are prepared for the Client alone, for the specific purpose and upon the basis of the facts, assumptions and instructions communicated to the Contracting Entity at the time of preparation. Deliverables shall not be relied upon for any other purpose.
11.2. The Client shall not disclose, share, publish or otherwise make any Deliverable available to any third party without the prior written consent of the Contracting Entity, save: (a) to the Client’s own professional advisers bound by confidentiality and only on a need-to-know basis; or (b) to any regulatory authority, bank, investor, counterparty or other person where such disclosure is required by law, regulation or contractual obligation, provided that the Client apprises the Contracting Entity of such disclosure in advance where reasonably practicable. Any consent granted under this Clause shall be deemed to comprise a corresponding waiver of the confidentiality obligations under Clause 8 to the extent necessary for the approved disclosure.
11.3. The Contracting Entity owes no duty of care, whether contractual or otherwise, to any person save the Client. No third party to whom a Deliverable is disclosed, whether with or without the Contracting Entity’s consent, shall acquire any right to rely upon the Deliverable or any right of action against the Contracting Entity in connection with the Deliverable or the Services.
11.4. The Client shall indemnify the Contracting Entity against any claim, loss, cost or expense arising out of or in connection with a Deliverable disclosed by the Client or on the Client’s behalf to a third party, save where such claim arises from the Contracting Entity’s fraud or wilful misconduct. The Client shall notify the Contracting Entity of any such claim without undue delay and shall neither admit liability nor settle without the Contracting Entity’s prior written consent. The Contracting Entity shall be entitled to participate in or assume control of the defence of any such claim at its own expense.
12.1. Subject to full payment of the fees due in respect of the relevant Services, the Client is granted a non-exclusive, non-transferable, worldwide licence to use the Deliverables for the internal business purpose for which they were commissioned.
12.2. The Contracting Entity and the Group Companies shall retain all Intellectual Property Rights in their pre-existing materials, methodologies, know-how, templates, checklists, databases, research outputs, software and other tools employed in the performance of the Services, and in any generic or reusable components incorporated into the Deliverables. Nothing in these Terms shall transfer such rights to the Client.
12.3. The Contracting Entity may employ anonymised and aggregated information arising from the Services to enhance its internal methodologies, training materials and databases, provided that no confidential information of the Client is disclosed.
12.4. The Client shall retain all Intellectual Property Rights in materials furnished by the Client to the Contracting Entity and grants the Contracting Entity a licence to use such materials to the extent necessary for the performance of the Services.
13.1. Nothing in these Terms shall limit or exclude any liability which may not be limited or excluded under applicable law, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which may not lawfully be excluded.
13.2. Subject to Clause 13.1, the total aggregate liability of the Contracting Entity to the Client in connection with the Services shall not exceed fifty per cent (50%) of the fees paid or payable by the Client to the Contracting Entity for the specific Services giving rise to the claim in the calendar month immediately preceding the event giving rise to the claim. This cap shall apply to each and every claim, howsoever arising, including claims founded upon contract, tort, statute or any other legal ground.
13.3. Subject to Clause 13.1, the Contracting Entity shall not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of opportunity, loss of data or loss arising from business interruption, whether or not such loss was foreseeable. This Clause shall not limit or exclude any liability which may not be excluded under applicable Data Protection Legislation.
13.4. The Contracting Entity shall not be liable for any loss arising from incorrect, incomplete or misleading information furnished by the Client, from the Client’s failure to comply with applicable law, or from the Client’s failure to co-operate or respond in due time.
13.5. Any claim by the Client in connection with the Services must be notified to the Contracting Entity in writing within three (3) months of the Client becoming aware, or having reasonably been expected to become aware, of the facts giving rise to the claim. Claims not so notified shall, to the extent permitted by applicable law, be waived.
14.1. These Terms shall remain in force for so long as the Contracting Entity provides Services to the Client, save where earlier terminated in accordance with the relevant Service Agreement or by operation of law.
14.2. Without prejudice to the Contracting Entity’s rights under Clause 6.4, the Contracting Entity may terminate the engagement with immediate effect, without any liability to the Client, where the Client fails to co-operate, fails to pay, furnishes incorrect, incomplete or misleading information, gives rise to compliance, sanctions, anti-money-laundering, fraud or reputational concerns, or otherwise renders the lawful or appropriate continuation of the engagement impossible or inappropriate. Notice of termination under this Clause may be given by email only.
14.3. The Contracting Entity may terminate the engagement for convenience at any time upon reasonable written notice. The Client may terminate the engagement for convenience upon thirty (30) days’ written notice, subject to payment for Services rendered up to the effective date of termination and any non-cancellable expenses reasonably incurred.
14.4. Termination of the engagement shall not affect the Client’s obligation to pay fees and expenses accrued up to the effective date of termination.
15.1. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms or the relevant Service Agreement where such failure or delay arises from circumstances beyond its reasonable control, including acts of God, war, armed conflict, terrorism, civil unrest, epidemic or pandemic, strike or industrial action not occasioned by the affected party, failure of telecommunications, failure or disruption of banking or payment infrastructure, sanctions, governmental restriction, regulatory action, court order or cyber incident not occasioned by the affected party’s breach of its own security obligations.
15.2. The affected party shall notify the other party without undue delay and use reasonable endeavours to mitigate the effects of the event.
15.3. Should the event persist for more than sixty (60) days, either party may terminate the engagement by written notice without liability, without prejudice to payment for Services already rendered.
16.1. Any notice, demand, consent or other communication under or in connection with these Terms shall be in writing and shall be delivered:
16.2. A notice sent by email shall be deemed received on the Business Day of successful transmission, save where a bounce-back or non-delivery notification is received within twenty-four (24) hours, or on the following Business Day if transmitted outside business hours. A notice dispatched by registered post or courier shall be deemed received upon actual delivery or, if earlier, on the third Business Day following dispatch.
16.3. Save as otherwise provided in Clauses 6.4 and 14.2, notices concerning termination, suspension of Services, material breach, formal complaints or the commencement of legal proceedings shall be dispatched by registered post or courier, with a copy by email to the address notified by the recipient and to info@coredo.eu.
17.1. The Client shall not assign, transfer, subcontract or otherwise dispose of any of its rights or obligations under these Terms or the relevant Service Agreement without the prior written consent of the Contracting Entity.
17.2. The Contracting Entity may assign or transfer its rights and obligations to another Group Company where this is occasioned by internal restructuring, service reallocation or operational reasons, provided that the Client’s rights under these Terms and the relevant Service Agreement are not materially prejudiced. The Contracting Entity shall inform the Client of any such assignment. This Clause shall not affect the Contracting Entity’s right to engage subcontractors under Clause 4.
18.1. Should the Client wish to make a complaint in connection with the Services, the Client shall submit a written complaint to the Contracting Entity setting out the nature of the complaint, the Services concerned and the outcome sought.
18.2. The Contracting Entity shall acknowledge receipt of the complaint within ten (10) Business Days and shall respond on the merits within thirty (30) Business Days, save where the complexity of the matter reasonably requires a longer period, in which case the Contracting Entity shall apprise the Client of the anticipated timeline.
18.3. The parties shall endeavour in good faith to resolve the complaint prior to commencing any court or arbitration proceedings. This Clause shall not preclude either party from seeking urgent injunctive or interim relief.
19.1. These Terms and any agreement concluded with the Contracting Entity shall be governed by the laws of the jurisdiction in which the Contracting Entity is registered, save where the relevant Service Agreement expressly provides otherwise.
19.2. Any claim or dispute brought by the Client against the Contracting Entity arising out of or in connection with these Terms, the Services or the relevant Service Agreement shall be subject to the exclusive jurisdiction of the courts of the jurisdiction in which the Contracting Entity is registered.
19.3. Any claim or dispute brought by the Contracting Entity against the Client arising out of or in connection with these Terms, the Services or the relevant Service Agreement may be brought, at the Contracting Entity’s sole discretion, before the courts of the jurisdiction in which the Contracting Entity is registered or before any court of competent jurisdiction in the state of the Client’s seat, domicile, habitual residence or situation of assets.
19.4. Notwithstanding Clauses 19.2 and 19.3, either party may apply for urgent injunctive or interim relief, or for the enforcement of a judgment, before any court of competent jurisdiction.
19.5. Where the relevant Service Agreement stipulates a different governing law or jurisdiction, that stipulation shall prevail.
20.1. These Terms, together with the relevant Service Agreement, constitute the entire agreement between the Client and the Contracting Entity in connection with the Services and supersede all prior agreements, understandings, representations, proposals, marketing materials and communications, whether written or oral, pertaining to the subject matter of the engagement. This Clause shall not affect any confidentiality or non-disclosure agreement previously concluded between the parties, which shall continue in force to the extent not inconsistent with these Terms.
20.2. The Client acknowledges that it has not relied upon any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in these Terms or in the relevant Service Agreement. Nothing in this Clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
21.1. A person who is not a party to these Terms or to the relevant Service Agreement shall have no right to enforce any of their terms under the Contracts (Rights of Third Parties) Act 1999, any equivalent legislation in any other jurisdiction, or any other legal basis.
21.2. Clause 21.1 shall not affect the right of the Contracting Entity to enforce Clauses 8, 11, 12 and 13 on behalf of any Group Company where such Clauses are expressly for their benefit.
22.1. Should any provision of these Terms be held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision achieving, so far as possible, the same commercial result.
22.2. These Terms may be updated from time to time. The version published on the Website or otherwise made available to the Client at the time the Client accepts the service offer, settles an invoice or executes a Service Agreement shall govern the specific engagement, save where the parties agree otherwise in writing. In the case of continuing engagements, the Contracting Entity shall notify the Client of material changes not less than thirty (30) days before such changes take effect, by the same means by which the Terms were originally made available to the Client. Should the Client not agree with the updated Terms, the Client may terminate the engagement by written notice given before the effective date of the changes.
22.3. No waiver by either party of any breach of these Terms shall be deemed a waiver of any subsequent breach. No failure or delay in exercising any right under these Terms shall operate as a waiver of that right.
22.4. Nothing in these Terms shall create a partnership, joint venture, agency or employment relationship between the parties.
22.5. Provisions which by their nature are intended to survive termination, including provisions on confidentiality (Clause 8), data protection (Clause 9), fees (Clause 7), intellectual property (Clause 12), limitation of liability (Clause 13), indemnity (Clause 11.4), notices (Clause 16), entire agreement (Clause 20), third party rights (Clause 21) and dispute resolution (Clause 19), shall survive termination.
22.6. These Terms are drawn up in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.