VERDUN LEGAL SERVICES LIMITED
The general terms and conditions applicable from 01.01.2009
- Terms and conditions
These terms and conditions shall be applicable to the purchasing of services and products from Verdun Legal Services Limited ("VERDUN") unless the terms and conditions have been changed through a written agreement between VERDUN and the Principal.
The term ”VERDUN” refers to Verdun Legal Services Limited, a company registered in England with company number 05641962.
VERDUN provides neither legal nor financial advice.
In this document, the term "Principal” refers to the person or body that orders a service or product from VERDUN.
- Product/service information
VERDUN makes the reservation that misprints may appear on its website, in catalogues or other marketing material. The price on the purchase order is the applicable price. If a purchase order has not been issued, the price stated on the invoice shall be applicable. VERDUN also makes the reservation that services/products are not available and that images do not agree with the actual appearance of the service/product.
- Ordering and the validity of the order
A legally-binding order shall exist when the Principal sends an order form to VERDUN, when the Principal accepts these contractual terms and conditions by placing a tick on the electronic form or when the Principal places an order via telephone. An order shall be legally-binding, even if the Principal has not completed all of the requisite forms. VERDUN shall notify the Principal should any further information be required, or if the information that the Principal has provided will not be accepted by the authorities of the countries in which registration is to take place. VERDUN reserves the right to refuse any order without having to state any reasons in return for a return of any payments from the Principal. If the service relates to the new registration of a company, the order is jointly and severally liable for the newly-formed company. If the company has not already been registered, the orderer is liable for all obligations under this agreement. The orderer is liable for all claims against the company from VERDUN, including annual follow-up packages..
- Electronic mail
The Principal understands and accepts that information and documents, including all invoices, reminders and notices of debt collection, in connection with business shall be sent and stored electronically, including as e-mail.
- Delivery time
Should the parties not have agreed upon a time for the delivery of the service and/or product, VERDUN shall deliver the service and/or product within a reasonable period of time of the order having been placed. The service and/or product shall normally be delivered in 1-3 working days of receipt of the order. If VERDUN’s delivery of the product is hindered, made difficult or made significantly more expensive due to circumstances as specified in Clause 23, or due to circumstances on the part of the Principal, the time of delivery shall be correspondingly extended. This provision may be invoked irrespective of whether this special circumstance occurs prior to or after the end of the agreed delivery time. VERDUN disclaims all liability for any errors in estimated delivery times and financial loss that may be incurred by the Principal as a consequence of delayed delivery of non-delivery. Neither VERDUN, its employees nor its collaborating partners nor associated companies/subsidiaries may provide legally-binding assurances as to registration occurring within specific time limits since processing times essentially depend on how the public authorities process registration notifications, amendment notifications, etc. Similarly, the same group of people cannot provide legally-binding assurances that specific company names are available for registration. In the event of registration being refused, VERDUM shall notify the Principal of this. The Principal shall then choose a new company name and notify VERDUN of this without undue delay. An order cannot be cancelled, even if a preferred company name is not available. VERDUN, its employee or its collaborating partners or associated companies/subsidiaries cannot under any circumstances be held liable should a chosen company name violate the rights of a third party.
- Correct information
The Principal is obliged to provide VERDUN with all relevant information in connection with business and to continually update such information as necessary. This also applies to the Principal’s own contact details. Similarly, the Principal shall give VERDUN notification of all relevant time limits. Should VERDUN as a consequence of the Principal’s breach of the obligations of this clause be made liable toward a third party or incur other types of costs, the Principal shall be liable for these. The Principal undertakes to notify VERDUN of any change to the composition of the Board of Directors, change in ownership or activities as well as other changes of significance to the execution of the assignment. The Principal also undertakes to ensure that at all times VERDUN has an up-to-date e-mail address, postal address and telephone number to contact the Principal. The Principal is aware that VERDUN is only obliged to send notifications, warnings, invoices and other communication via e-mail. The Principal must complete all forms to the best of his ability and vouch for the correctness of all information provided. The Principal is aware of and has familiarised himself with the personal liability that may be incumbent on shareholders and members of the company Board of Directors in accordance with both Norwegian and overseas laws.
- Price / VAT
All prices are quoted exclusive of VAT. A number of actors determine which rate of VAT is to be charged, including where the client is based. The calculation of VAT will be detailed on the invoice and the rates are specified in a separate list. The prices charged by VERDUN are shown on its website or in a price list. The website is updated regularly. The price that is specified shall not be considered a legally-binding quotation for VERDUN. VERDUN reserves the right to adjust its prices at any time.
The service shall be paid for in advance in accordance with the applicable prices stipulated by VERDUN. Should an order not be paid for, or should a payment by card, cheque or by some other method of payment be with by the payment service provider or not be correctly paid to VERDUN for some other reason, the order shall be equally legally-binding for the Principal. In such situations a correct payment must be made immediately. Public charges and duties incurred when registering a company in Norway shall be invoiced to the Principal or the registered company by the authorities and are not included in the quoted price. VERDUN and its collaborating partners or associated companies/subsidiaries may invoice additional amounts for any meetings with the Principal and for special forms, documents or any other extraordinary work that the Principal requires and which is not usually included. Similarly, additional amounts may be invoiced for large quantities of copies, courier dispatches agreed with the Principal and other extraordinary expenses. The Principal shall be notified of any additional invoicing in advance. Annual follow-up fees shall be paid by the Principal when due according to the submitted invoice. All invoicing for annual follow-up is to be with a 7 day payment date. Penalty interest of 2% per month shall be charged on overdue payments.
Complaints about VERDUN’s invoices must be made prior to the due date for payment. Complaints made subsequent to this shall be considered as having been brought too late and shall lapse.
- Principal’s activities
The Principal confirms that the company shall not be used for any illegal purposes. The Principal is aware that VERDUN, its employees and its collaborating partners or associated companies/subsidiaries may have a statutory obligation to de-register if suspected of laundering and individual other serious breaches of the law.
- Company secretary
If the agreement specifies that VERDUN is to provide a Company Secretary, either VERDUN itself must stand as Company Secretary, or give this duty to a collaborating partner or associated company/subsidiary. Where the agreement includes Company Secretary services or equivalent follow-up services, VERDUN or its collaborating partners or its associated companies/subsidiaries must ensure that Annual Returns and Accounts (dormant) for the company are submitted to Companies House and that a non-trading notification is submitted to the Inland Revenue. Other duties and obligations are not included in the follow-up agreement unless otherwise agreed in writing. The client is liable for all charges and fees under all circumstances. VERDUN may at any time cancel the agreement without reason in return for repayment of a proportionate share of the amount invoiced for the year in which the agreement is cancelled. VERDUN and its collaborating partners or associated companies/subsidiaries have the right without repayment to stop the provision of registered office addresses or secretary services with immediate effect if the Principal does not within the specified time limit provide information that is necessary to implement the assignment, does not provide information or documents that are otherwise required by public authorities, does not in good faith assist in the implementation of the assignment or if in the opinion of VERDUN or its collaborating partners the Principal is involved in activities that are contrary to the law or to decency. Services as specified in this provision require that the Principal does not have activities in England or activities that for other reasons must be reported to the English authorities. The Principal must immediately inform VERDUN should this condition no longer be fulfilled. Should the Principal require assistance in follow-ups and changes in England in addition to the above, this must be agreed separately between the parties. VERDUN undertakes to implement assignments in this provision within the time limits stipulated by the English authorities. Should the signature or approval of the Principal be required, VERDUN shall be obliged to approach the Principal for such a signature of approval within the same time limit and shall not otherwise be responsible for any timely submission. The Principal grants VERDUN unrestricted authority to submit annual returns based on the information that the Principal has provided VERDUN at any time and to submit dormant accounts to the Inland Revenue. The Principal is aware that he may be ordered by the Inland Revenue to submit copies of his Norwegian accounts and certificate of residency from the Norwegian tax authorities. VERDUN shall forward such requests to the Principal and has created simple online-based systems that may be used by the Principal.
- Electronic form
The Principal confirms that VERDUN may submit all forms electronically, including forms that the Principal has given to VERDUN in paper format, provided that the English authorities accept electronic submission of the respective forms.
- Security for unpaid purchases/Proprietary right reservation
VERDUN reserves the proprietary right to the services/products, including all corporate papers, shares in established companies until the entire purchase sum has been paid, with the addition of any interest and costs in accordance with the legislation relating to security for unpaid purchases. Until such time as the proprietary right is transferred, the client is obliged to treat the product carefully and not change, sell, lend or dispose of the product in any other way without the written permission of VERDUN.
- Interpretation of the agreement
Should any part of this agreement become known to be invalid in accordance with current legislation, the invalid or unworkable provision shall be considered as having been replaced by a valid and workable provision that as far as possible corresponds to the aim of the original provision and the remainder of the agreement shall continue to be applicable.. The clause headings in the agreement are used solely for the sake of expediency for the parties and have no legal or contractual significance.
- Contractual term
Agreements on follow-ups, agreements on the provision of a Company Secretary and agreement on address services run for one year from the time of the entering into the agreement. The agreement is subsequently renewed automatically at the current price for one further year at a time until its cessation.
The agreement must be terminated in writing and no later than 60 days prior to the end of the contractual term. If the agreement is not terminated within the time limit the agreement shall run for a new contractual term and the Principal shall be obliged to pay for a new follow-up.
- Auto charging of cards
The Principal shall pay for services with a debit or credit card and accepts that VERDUN shall automatically charge the card for subsequent periods until the termination of the agreement. The same card that was used when placing the initial order shall be charged if the client has not given written instructions to charge a new card.
VERDUN may transfer this agreement, either partially or entirely, at any time with or without notifying the client. The client does not have the right to transfer this agreement without the written consent of VERDUN.
- Liability and liability in damages
The Principal undertakes to indemnify VERDUN, its employees, its collaborating partners and associated companies/subsidiaries for any damage and any loss in connection with the performance of services and/or which arise due to the services not being able to be performed. Where this agreement includes address services in England, VERDUN is obliged to set up such addresses through a Chartered Secretary or other company or person that appears to be bona fide and able to produce satisfactory references. In addition to this obligation no liability for the provision of the address services is incumbent on VERDUN. The postal address only applies to post from English authorities and VERDUN is permitted to destroy or return other post. VERDUN is also permitted to open all post in to order to deal with the post as the Company Secretary or open and forward it electronically or by post as part of an address service. VERDUN has no liability for financial loss that is suffered by the client such as non-materialisation of profits, expected savings, loss of income, loss of reputation, or loss as a consequence of amendments to Norwegian or English law or as a consequence of decisions reached by administrative bodies or courts, compulsory fines, damage to other property caused by the properties of the service/product or other indirect damage, even if VERDUN has been made aware of the possibility of such damage occurring. Should the agreement include assistance to changes pertaining to company law, including changes to shareholders, the Board of Directors, address and any other change to the status or ownership of the company, the Principal undertakes to indemnify VERDUN and its employees and collaborating partners. Any demand by the client for a reduction of the purchase sum and VERDUN’s liability for damage pursuant to this agreement is limited to a total of 50% of the agreed purchase sum for each service/product if VERDUN has not been guilty of gross negligence, in which case liability is limited to NOK 20,000. Where the assignment includes assistance to so-called "striking-off" (individual deletion of companies) in England, the Principal is made particularly aware of the special problems associated with this and that the Principal disclaims any liability for loss.
- Commercial purchases
The Principal is aware that all services provided by VERDUN shall be considered as commercial purchases and that special provisions for consumer purchases shall therefore not be applied.
- Principal confidentiality
VERDUN is bound by client confidentiality regarding all matters relating to the Principal of a confidential or sensitive nature. Principal confidentiality applies to employees and other parties that act on behalf of VERDUN in connection with the implementation of the agreement. Principal confidentiality is applicable during the implementation of the assignment and after the completion of the assignment. Principal confidentiality is not applicable where VERDUN is ordered to provide information by law or by valid enactments from public authorities.
- Exemption provisions
VERDUN is not liable for consequences that are due to public provisions, strikes, lock-outs, wars or any other circumstance outside of its control.
VERDUN shall provide against any misprints on its website, in its brochures and any other material.
Disputes must primarily be attempted to be resolved through negotiations. Disputes that may arise belong under the ordinary law courts, with London as the legal venue. All legal issues that may arise shall be judged in accordance with English law.