General Terms and Conditions

1. INTRODUCTION

1.1. These General Terms and Conditions (the "Terms") are issued by COREDO LTD, a company registered in England and Wales under company number 17117663 ("COREDO"). COREDO is a brand under which several legal entities operate in multiple jurisdictions. The following entities operate under the COREDO brand:

• COREDO LTD (England and Wales) - legal, compliance and regulatory advisory services (not including reserved legal activities under the Legal Services Act 2007);
• RES JUDICATA s.r.o. (Czech Republic) - IT services and professional training, including but not limited to anti-money laundering training;
• AQUAPAY PTE. LTD. (Singapore) - company sale and acquisition intermediation and referral services.
  Additional entities may operate under the COREDO brand and are not listed above.

These Terms govern the provision of services offered under the COREDO brand and apply to the COREDO website through which the Client accesses these Terms.

1.2. These Terms apply where they are published on the Website, provided to the Client by email, attached to a Service Agreement, referenced in any other communication with the Client or otherwise made available to the Client. In each such case, the Terms form an integral part of the agreement between the Client and the Contracting Entity.

1.3. Certain services are provided exclusively by specific group entities. Depending on the service ordered by the Client and the jurisdiction concerned, the Client enters into an agreement with a specific legal entity operating under the COREDO brand (the "Contracting Entity"). The identity of the Contracting Entity is set out in the relevant Service Agreement or communicated to the Client by email or other means of electronic communication.

1.4. In the event of any inconsistency 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, paying an invoice, signing 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 as a consumer.

2. DEFINITIONS

2.1. Unless otherwise provided in the relevant Service Agreement, the following definitions apply for the purposes of these Terms:

1. "Terms" mean these General Terms and Conditions;
2. "Website" means the COREDO website through which the Client accesses these Terms;
3. "Client" means the person or legal entity ordering or receiving the Services;
4. "Service Agreement" means any written agreement, engagement letter, quotation, order confirmation, invoice, email or other communication setting out, individually or together, the scope of Services, the fee and the Contracting Entity. A verbal agreement constitutes a Service Agreement only to the extent it can be evidenced by subsequent written confirmation, correspondence or conduct of the parties;
5. "Contracting Entity" means the legal entity operating under the COREDO brand that enters into the agreement with the Client for the ordered Services, as identified in the Service Agreement;
6. "Group Company" means any legal entity operating under the COREDO brand;
7. "Services" mean the professional, compliance, corporate, intermediary, advisory or other services offered under the COREDO brand or otherwise agreed with the Client;
8. "Deliverables" means any documents, reports, opinions, analyses, drafts, registrations, filings, research outputs or other outputs produced by the Contracting Entity for the Client in the course of the Services;
9. "Business Day" means a day other than a Saturday, Sunday or public holiday in the jurisdiction in which the Contracting Entity is registered;
10. "Data Protection Legislation" means all laws, regulations and binding guidance applicable to the processing of personal data in connection with the relevant Services and the Contracting Entity, as amended from time to time;
11. "Confidential Information" means any non-public commercial, legal, financial, regulatory, technical, operational or personal information disclosed by one party to the other party in connection with the Services, irrespective of form, excluding information that is lawfully public, lawfully obtained from an unrestricted third party, already lawfully known without confidentiality restrictions, or independently developed without use of the disclosed information;
12. "Intellectual Property Rights" mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database rights, moral rights and all other intellectual property rights, whether registered or unregistered, including all applications for, and renewals or extensions of, such rights.

3. ROLE OF WEBSITE DESCRIPTIONS

3.1. Descriptions of services, practice areas, industries, jurisdictions, local filing destinations or country pages appearing on the Website are informational only and do not by themselves determine the Contracting Entity or the terms of the engagement.

3.2. The Contracting Entity is determined exclusively by the Service Agreement identifying that entity.

4. SUBCONTRACTORS

4.1. The Contracting Entity may use subcontractors and other third-party service providers in any jurisdiction where this is reasonably required for the performance of the Services.

4.2. The use of a subcontractor does not create a direct contractual relationship between the Client and such third party unless the parties expressly agree otherwise in writing.

4.3. Unless expressly agreed otherwise, the Contracting Entity remains the Client's sole contractual counterparty.

5. CLIENT COOPERATION

5.1. The Client shall provide, in due time, all information, documents, source materials, clarifications and approvals reasonably necessary for the performance of the Services.

5.2. The Client is responsible for the accuracy, completeness and legality of the information and documents supplied to the Contracting Entity.

5.3. The Contracting Entity may rely on such materials without independent verification unless it has expressly agreed to carry out verification as part of the Services.

5.4. The Client shall promptly notify the Contracting Entity of any material change affecting the information previously supplied.

6. CLIENT KYC AND COMPLIANCE

6.1. Depending on 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 cooperate with the Contracting Entity's compliance procedures, including customer due diligence.

6.2. Where the Contracting Entity requires customer due diligence, the Client shall provide, promptly and on 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 represents 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 involved in the engagement.

6.4. The Contracting Entity may, at any time and with immediate effect, refuse to commence the Services, suspend the Services or terminate the engagement, without liability to the Client, where the Client fails to provide 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 breach applicable law, regulation, sanctions or internal policy, or where the Contracting Entity is legally or regulatorily prevented from continuing the engagement. Notice under this Clause may be given by email only.

6.5. The Contracting Entity may file 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. FEES, INVOICING AND PAYMENT

7.1. The Client shall pay the fees and reimbursable expenses indicated in the relevant Service Agreement or invoice.

7.2. Where the Service Agreement does not specify a fixed fee, or where the scope of work agreed under a fixed-fee arrangement is exceeded, the Contracting Entity is 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 applicable 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 constitutes payment to the Contracting Entity only.

7.4. Where multiple Contracting Entities are engaged for one matter, each such entity may issue its own invoice, or the parties may agree on a consolidated billing arrangement clearly specifying the recipient entity for each payment.

7.5. Unless otherwise agreed, invoices are 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 cannot be excluded under mandatory provisions of applicable law. The Client shall not be entitled to withhold payment on account of any alleged claim, dispute or complaint.

7.6. If the Client fails to pay any amount by the due date, the Contracting Entity is 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. This interest does not limit the Contracting Entity's right to compensation for any further damage caused by the delay. The Contracting Entity may also 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 so 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 fees 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. CONFIDENTIALITY

8.1. Each party shall keep confidential all Confidential Information received from the other party in connection with the Services and shall use 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 subject to confidentiality obligations, professional secrecy or equivalent legal duties.

8.3. Confidential Information may also 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 involved 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. If the Client breaches its obligations under this Clause 8, the Client shall pay to the Contracting Entity, as agreed compensation for such breach, an amount of EUR 5,000 (five thousand euros) for 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 constitutes a separate breach.

9. DATA PROTECTION

9.1. The Contracting Entity shall process personal data in accordance with the Data Protection Legislation applicable to that entity, the relevant Services and the relevant data subjects. Further information on the processing of personal data, the rights of data subjects, data retention and contact details is set out in the privacy policy published on the Website or otherwise made available by the Contracting Entity.

9.2. Depending on 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 allocation 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 multiple jurisdictions, multiple 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 to the extent reasonably necessary for the performance, administration, compliance or protection of the engagement, and in compliance with applicable Data Protection Legislation. For these purposes the Contracting Entity may implement 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 be lawfully disclosed for the relevant purposes and that any notices, consents, authorisations or other prerequisites required from the Client's side 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 meet its obligations under applicable Data Protection Legislation.

10. SCOPE OF SERVICES

10.1. The Services are provided as professional advisory, compliance, corporate, intermediary and similar services within the scope expressly agreed between the parties. The scope of the Services is defined exclusively by the relevant Service Agreement.

10.2. Where the performance of the engagement requires specialised, reserved or locally regulated work 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 provides professional opinions, analyses and recommendations based on information available to it and on its professional judgement. The Contracting Entity does not guarantee any specific outcome, decision, registration, approval, ruling or commercial result. Decisions taken by the Client on the basis of the Services, and the consequences of such decisions, remain the sole responsibility of the Client.

10.4. Where the Services include submission of applications, registrations or filings to public authorities or other bodies, the Contracting Entity shall use reasonable professional efforts to complete such submissions in accordance with applicable requirements but does not guarantee acceptance, approval, registration or any particular decision by the relevant authority or body.

10.5. The Contracting Entity is under no obligation to update any Deliverable, advice or analysis to reflect changes in law, regulation or the interpretation thereof arising after its delivery, unless expressly engaged to do so.

10.6. Any request by the Client to extend, vary or modify the scope of the Services shall be agreed in writing and may be subject to additional fees and revised timelines.

11. DELIVERABLES AND THIRD PARTIES

11.1. Deliverables are prepared for the Client only, for the specific purpose and based on the facts, assumptions and instructions communicated to the Contracting Entity at the time of preparation. Deliverables may 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, except: (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 informs the Contracting Entity of such disclosure in advance where reasonably practicable. Any consent granted under this Clause shall be deemed to include a corresponding waiver of confidentiality obligations under Clause 8 to the extent necessary for the approved disclosure.

11.3. The Contracting Entity owes no duty of care, contractual or otherwise, to any person other than the Client. No third party to whom a Deliverable is disclosed, with or without the Contracting Entity's consent, shall acquire any right to rely on 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 from 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 not admit liability or settle without the Contracting Entity's prior written consent. The Contracting Entity shall have the right to participate in or assume control of the defence of any such claim at its own expense.

12. INTELLECTUAL PROPERTY

12.1. Subject to full payment of the fees due for 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 retain all Intellectual Property Rights in their pre-existing materials, methodologies, know-how, templates, checklists, databases, research outputs, software and other tools used in the performance of the Services, and in any generic or reusable components incorporated into the Deliverables. Nothing in these Terms transfers such rights to the Client.

12.3. The Contracting Entity may use anonymised and aggregated information arising from the Services to improve its internal methodologies, training materials and databases, provided that no confidential information of the Client is disclosed.

12.4. The Client retains all Intellectual Property Rights in materials supplied 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. LIMITATION OF LIABILITY

13.1. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot 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 applies to any and all claims, however arising, including claims based on 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 does not limit or exclude any liability that cannot 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 provided by the Client, from the Client's failure to comply with applicable law, or from the Client's failure to cooperate 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 are, to the extent permitted by applicable law, waived.

14. TERM AND TERMINATION

14.1. These Terms remain in force for as long as the Contracting Entity provides Services to the Client, unless 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 cooperate, fails to pay, provides incorrect, incomplete or misleading information, creates compliance, sanctions, anti-money-laundering, fraud or reputational concerns, or otherwise makes 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 on reasonable written notice. The Client may terminate the engagement for convenience on 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. FORCE MAJEURE

15.1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms or the relevant Service Agreement where such failure or delay results from circumstances beyond its reasonable control, including acts of God, war, armed conflict, terrorism, civil unrest, epidemic or pandemic, strike or industrial action not caused 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 caused 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 efforts to mitigate the effects of the event.

15.3. If the event continues 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. NOTICES

16.1. Any notice, demand, consent or other communication under or in connection with these Terms shall be in writing and shall be delivered:

1. by email to the address notified by the recipient for this purpose; or
2. by registered post, courier or equivalent traceable means to the registered office of the recipient, provided that any notice sent by registered post or courier shall also be sent by email to the address notified by the recipient, with a copy to info@coredo.eu.

16.2. A notice sent by email is deemed received on the Business Day of successful transmission, unless 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 sent by registered post or courier is deemed received on actual delivery or, if earlier, on the third Business Day after dispatch.

16.3. Unless otherwise provided in Clauses 6.4 and 14.2, notices relating to termination, suspension of Services, material breach, formal complaints or commencement of legal proceedings shall be sent by registered post or courier, with a copy by email to the address notified by the recipient and to info@coredo.eu.

17. ASSIGNMENT

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 required 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 does not affect the Contracting Entity's right to use subcontractors under Clause 4.

18. COMPLAINTS

18.1. If the Client wishes to make a complaint in connection with the Services, the Client shall submit a written complaint to the Contracting Entity describing 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, unless the complexity of the matter reasonably requires a longer period, in which case the Contracting Entity shall inform the Client of the expected timeline.

18.3. The parties shall attempt in good faith to resolve the complaint before commencing any court or arbitration proceedings. This Clause does not prevent either party from seeking urgent injunctive or interim relief.

19. GOVERNING LAW AND JURISDICTION

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, unless 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 location 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 specifies a different governing law or jurisdiction, that specification shall prevail.

20. ENTIRE AGREEMENT

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, relating to the subject matter of the engagement. This Clause does not affect any confidentiality or non-disclosure agreement previously entered into 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 on 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 limits or excludes any liability for fraud or fraudulent misrepresentation.

21. THIRD PARTY RIGHTS

21.1. A person who is not a party to these Terms or to the relevant Service Agreement has 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 does 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 expressly benefit them.

22. FINAL PROVISIONS

22.1. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision achieving, as 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, pays an invoice or signs a Service Agreement shall govern the specific engagement, unless the parties agree otherwise in writing. For continuing engagements, the Contracting Entity shall notify the Client of material changes at least thirty (30) days before such changes take effect, using the same means by which the Terms were originally made available to the Client. If the Client does 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 operates as a waiver of that right.

22.4. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

22.5. Provisions that 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.