General Terms and Conditions

This English version is a convenience translation. In the event of any discrepancy, the German version shall prevail.

I. Scope and B2B status

1. These General Terms and Conditions (hereinafter “Terms”) apply for the entire duration of, and to all individual contracts within, the business relationship between the client (hereinafter “Client”) and W-V Law Firm LLP (UK) (hereinafter “W-V”) and its subsidiaries and/or sister companies W&V Co. LTD (UK), W&V Advisory LTD (Gibraltar) and W & V PTE LTD (Singapore).
2. Within this multi-party contract, each of the companies named in clause 1.1 is entitled to provide services independently, to assert rights under this contract and to invoice the agreed fees.
3. These Terms apply exclusively to business-to-business (B2B) transactions. The Client expressly warrants and represents that it is acting as a business (within the meaning of section 14 of the German Civil Code (BGB) or section 1 of the Austrian Commercial Code (UGB)) or as a merchant. The application of consumer protection rights is excluded in full. Where a natural person acts as Client, that person warrants that the business relationship serves exclusively their present or future independent business activity.
4. Any terms of business, purchasing and/or contract of the Client are hereby expressly rejected. They apply only if and to the extent that W-V has expressly agreed in writing to their inclusion.

II. Subject matter of services and conclusion of contract

1. W-V provides services to the Client on the basis of one or more separately issued instructions (hereinafter “Engagement”). The subject matter of the contract is always the proper performance of the Engagement as a contract for services, but not the achievement of any particular legal or economic result.
2. A contract is concluded only when W-V has confirmed acceptance of the Engagement to the Client in writing or in text form (e.g. by email), or when W-V begins actually performing the services or invoicing.
3. Deadlines for performance and delivery are always non-binding guide values unless expressly agreed in writing as “fixed” or “binding”.
4. W-V is entitled, at its own discretion, to engage qualified third parties (in particular translators, external lawyers, tax advisers, notaries, formation agents, etc.) to perform the Engagement. Such engagement is made either in W-V’s own name or as the Client’s representative; the Client’s prior consent is not required.
5. W-V is not obliged to provide any services (including necessary preliminary services) for as long as the Client is in default with payment of amounts due to W-V – including under other Engagements or instalment payments. Any resulting delays are entirely at the Client’s expense.
6. For certain specialist services, the provisions of ANNEX I (price list/service description), which forms an integral part of these Terms, apply in addition.

III. General duties of the Client to cooperate

1. The Client is obliged to provide W-V, without being asked and without undue delay, with all information, data, documents and evidence (hereinafter “Information”) required to perform the Engagement or requested by W-V, completely, accurately and in legible form.
2. Delays resulting from late, incomplete or incorrect provision of Information by the Client extend W-V’s deadlines accordingly and entitle W-V to invoice the resulting additional work (e.g. waiting times, applications for extensions) separately at the hourly rates applicable at the time.

IV. Communication and transmission risks

1. The parties agree to conduct business communication primarily by electronic means (email, electronic portals). At the start of the Engagement, the parties shall notify each other of binding email addresses for this purpose. Changes to contact details must be notified to W-V without undue delay; otherwise, communications sent to the most recently known email address are deemed to have been validly received.
2. The Client expressly consents to W-V sending Engagement-related and sensitive information by unencrypted email. The Client is aware of the risks of unencrypted email communication (access by third parties, viruses, impersonation). W-V excludes all liability for damage arising from the use of unencrypted email or digital communication channels, unless W-V acts with intent or gross negligence. Any withdrawal of this consent must be made in writing and entitles W-V to invoice the additional effort of encrypted communication separately.
3. Unless the Client expressly objects, communication may also take place via messaging services (e.g. WhatsApp, Telegram). However, legally relevant declarations (such as notices of termination or changes to the Engagement) made via these services require subsequent confirmation by W-V in text form (email) or in writing in order to take effect.

V. Third-party rights and indemnity

1. The Client gives a binding assurance that it is entitled without restriction to dispose of all information, documents, trade marks and data provided to W-V, and that their use by W-V in accordance with the contract does not infringe any third-party rights (in particular copyright, trade mark, data protection or property rights).
2. In the event of any such infringement, the Client shall indemnify W-V and its officers and employees in full against all third-party claims upon first demand. The indemnity also covers the reasonable costs of legal defence (lawyers’ and court fees) in full, as well as any official penalties or fines.

VI. Changes to the engagement and adjustment of services

1. If the Client wishes to change the scope of services (extension, reduction or change of content), W-V will examine whether this is reasonable and feasible within its operational capacity and schedule. W-V is entitled to invoice the effort of examining such change requests on a time-spent basis.
2. If, during performance, W-V identifies the need to change the Engagement (e.g. due to changes in administrative practice or the law), it will inform the Client. Until agreement is reached on how to proceed and on the adjustment of fees, W-V’s obligation to perform is suspended, unless such suspension would cause irreparable damage to the Client.
3. W-V is entitled to make changes to the Engagement independently and without prior consultation, or to deviate from the Client’s instructions, if: a) W-V may reasonably assume, exercising due discretion, that the Client would approve the change if aware of the circumstances (presumed intention), or b) strict compliance with the original instruction would lead to legal infringements or official sanctions (e.g. in the context of anti-money-laundering checks or register filings).
4. Every change to the Engagement leads to an appropriate adjustment of the fees and deadlines on the basis of W-V’s current price list. If agreement on the fee adjustment is not reached promptly, W-V is entitled to continue the Engagement in its original scope or to terminate the contract without notice for good cause.

VII. Term, minimum terms and termination

1. The Engagement begins on the day of acceptance by W-V. It ends upon complete performance of both parties’ obligations or upon expiry of the agreed fixed term.
2. Unless a different fixed term has been agreed for continuing obligations (e.g. annual provision of a registered office, secretarial services, ongoing compliance support), a minimum contract term of 12 months applies. The contract renews automatically for further periods of 12 months unless terminated in writing by either party with 3 months’ notice to the end of the relevant contract term (or to the end of the calendar year, as agreed in the individual Engagement).
3. The right to extraordinary termination for good cause remains unaffected. Good cause exists for W-V in particular if: a) the Client is more than 14 days in default with any payment (including partial payments or reimbursement of expenses); b) proceedings for debt settlement, liquidation, insolvency or receivership over the Client’s assets are applied for, opened or rejected for lack of assets; c) the Client breaches applicable law, carries out or facilitates unlawful acts, or there is a justified suspicion of a breach of anti-money-laundering or compliance rules; d) the Client fails to fulfil its contractual duties to cooperate despite a reminder and the setting of a deadline.
4. Events of force majeure (cf. clause XIV) expressly do not constitute good cause for termination without notice.
5. Any termination must be in written form (letter) to be effective. Termination by email does not satisfy the written-form requirement of this clause.
6. If the Client decides to liquidate or dissolve a company managed by W-V, all ongoing costs (e.g. for the company address or provision of officers) must be paid in full until the day of final removal from the official register (e.g. Companies House). Annual fees already paid in advance are not refunded in the event of liquidation during the year.

VIII. Fees, payment terms and preclusion periods

1. W-V receives the contractually agreed fee for its services as well as reimbursement of all expenses and third-party costs incurred in connection with the Engagement (e.g. government registration fees, notary costs, fees of third-party service providers).
2. Where no fixed fee has been agreed, invoicing is based on the price list applicable at the time (Annex I) or on the actual hourly rates of the W-V staff deployed. In the absence of an express agreement, W-V is entitled to determine the fee at its reasonable discretion, taking customary market rates into account.
3. Expenses and official fees must be reimbursed to W-V in the amount actually incurred and may also be invoiced after the Engagement has ended.
4. If the Client terminates or revokes the Engagement before W-V has begun substantive work, the Client is obliged to pay W-V a flat-rate administration and cancellation fee of 50% of the agreed total fee (including the ongoing fixed costs for the first contract year). The Client remains entitled to prove that W-V has suffered no loss or a substantially lower loss.
5. If the Client terminates the Engagement after W-V has begun performance, or if W-V terminates for good cause for which the Client is responsible (cf. clause VII.3), the entire agreed fee (100%) for the current period becomes due for payment immediately.
6. W-V’s invoices are payable immediately upon receipt without deduction. W-V is expressly entitled to issue advance invoices up to the expected total amount and to make the commencement or continuation of its work conditional upon full payment of the advance. Any bank charges, exchange-rate losses or costs of international transfers (in particular for payments from the EU/Germany/Austria to the UK) are borne entirely by the Client.
7. W-V’s invoices are deemed unconditionally approved and accepted by the Client without reservation unless the Client objects in writing, with substantiated reasons, within 10 calendar days of the invoice date. After this period, any objections to the invoice amount or the scope of services invoiced are excluded (preclusion period).
8. W-V is entitled at any time to set off security payments (deposits/advances) made by the Client against outstanding open claims. No interest is paid on deposits or advances.

IX. Price adjustments

1. W-V is entitled to change the prices for continuing obligations contained in the price list (Annex I) no more than once per calendar year in order to adapt them to changed cost structures (e.g. inflation, increases in registration fees in the UK/abroad). W-V will inform the Client of the change in text form at least one month before it takes effect.
2. If the price increase does not exceed 10% compared with the previous year, the Client has no right of objection or special right of termination. In the case of an increase of more than 10%, the Client may object to the increase within two weeks of notification. If the Client objects in good time, W-V is entitled to terminate the contractual relationship extraordinarily with one month’s notice to the end of a month; the previous prices continue to apply until termination.

X. Warranty, limitations of liability and tax exclusion

1. The Client is obliged to examine W-V’s work product without undue delay after receipt, but no later than within 5 working days, and to notify any defects or objections precisely and in writing. If the Client fails to give notice in time, W-V’s services are deemed approved and accepted as free of defects (section 377 of the German Commercial Code (HGB) / Austrian Commercial Code (UGB) applied by analogy). Subsequent claims for defects are excluded.
2. All claims of the Client against W-V – on whatever legal basis (warranty, breach of contractual duty, tort, etc.) – become time-barred within one year. The limitation period begins upon completion of the specific Engagement or performance of the relevant part of the services.
3. W-V is liable without limitation only for intent and gross negligence and for damage resulting from injury to life, body or health.
4. In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), W-V’s liability is limited to the damage typical for the contract and foreseeable at the time the contract was concluded.
5. Notwithstanding paragraph 4, W-V’s total liability for slight negligence per incident and for all incidents within one contract year is limited in amount to the net fee agreed for the specific individual Engagement, but to a maximum of EUR 20,000.
6. Liability for indirect damage, consequential damage, loss of profit, pure economic loss, loss of production or loss of data is excluded entirely to the maximum extent permitted by law. For damage caused by delay, W-V is liable in cases of slight negligence at a flat rate of no more than 5% of the net fee for the delayed part of the services.
7. EXPRESS EXCLUSION OF TAX AND LEGAL ADVICE: W-V expressly points out that it operates exclusively in the field of formal company law and – where agreed – the tax law of the United Kingdom (UK). W-V does not provide any tax or legal advice under German, Austrian or any other non-British law. The Client is solely responsible for tax and legal compliance in its country of residence and in the countries in which the companies formed by W-V operate (e.g. Germany, Austria). By issuing the Engagement, the Client declares in a binding manner that it has obtained prior advice in its own country from qualified tax advisers/lawyers regarding the international structuring (in particular to avoid hidden permanent establishments, sham foreign companies, tax evasion or breaches of the German Foreign Tax Act/controlled foreign company taxation). W-V accepts no liability whatsoever for tax or legal disadvantages incurred by the Client in its home country or in third countries through the use of the structures offered by W-V.

XI. Copyright and protection of work product

1. W-V reserves in full all copyrights and industrial property rights in all documents, articles of association, statutes, opinions and templates it provides.
2. W-V grants the Client a simple, non-transferable right of use, limited to the term of the contract, for internal use in accordance with the contract. This grant is subject to the condition precedent of full payment of the agreed fee.
3. Any disclosure of the documents (including in extracts, as a copy, screenshot or in digital form) to third parties without W-V’s prior express written consent is strictly prohibited.
4. For each culpable breach of these copyright and disclosure restrictions, the Client undertakes to pay a contractual penalty, the amount of which shall be determined by W-V at its reasonable discretion and, in the event of dispute, reviewed by the competent court, but which shall be at least EUR 10,000 per breach. W-V reserves the right to claim damages exceeding this amount.

XII. Confidentiality and statutory disclosure obligations

1. The parties undertake to keep strictly confidential all business and confidential information of the other party that becomes known to them in the course of their cooperation, and to use it only for the contractually agreed purposes.
2. This duty of confidentiality expressly does not apply to W-V to the extent that W-V is obliged, under mandatory statutory provisions of the United Kingdom (in particular anti-money-laundering laws / Anti-Money Laundering Regulations, KYC obligations, criminal information requests or tax transparency obligations such as CRS/DAC6), to disclose data and beneficial owners to authorities or registers.

XIII. Non-solicitation and non-employment

1. The Client undertakes, during the term of the contract and for a period of 24 months (2 years) after the end of the contract, not to solicit, employ, directly or indirectly, or award contracts bypassing W-V to any employees, permanent freelancers or consultants of W-V.
2. For each culpable breach of this non-solicitation obligation, the parties agree a contractual penalty of EUR 50,000 per breach. The defence of continuing breach is excluded. W-V reserves the right to claim further damages, against which the contractual penalty shall be credited.

XIV. Data protection and cross-border data transfers

1. W-V collects, stores and processes the Client’s personal data in compliance with UK data protection law (UK GDPR / Data Protection Act 2018) and, where applicable, the EU GDPR. The data are archived for a period of ten years after the end of the Engagement for the proper handling of the Engagement and to comply with statutory retention obligations.
2. As the Client is based in the EU (e.g. Germany/Austria) and W-V operates in the UK, the Client warrants that it is entitled to transfer personal data (e.g. of directors and shareholders) lawfully to W-V in a third country. Where required by law, the parties undertake to conclude appropriate standard contractual clauses (SCCs).

XV. Special obligations of the Client and appointment of officers

1. The Client warrants that the companies to be formed or managed and their business activities do not breach the laws of the United Kingdom, the EU or the countries in which business is actually conducted. Illegal activities, activities requiring but lacking a licence, and high-risk activities (e.g. unlicensed financial and crypto services, illegal gambling, investment fraud, money laundering, breaches of sanctions or embargo lists) are strictly prohibited. In the event of breaches, the Client is fully liable and shall indemnify W-V against all consequences. In addition, a contractual penalty of EUR 50,000 per breach is payable.
2. Where W-V provides natural or legal persons as nominee officers (e.g. nominee director, secretary), the Client is obliged to submit all business records (e.g. bank statements, contracts) without undue delay and without being asked, so that statutory reporting and tax deadlines can be met. If the Client fails to do so, W-V is entitled to remove the officers with immediate effect (resignation). All costs of such a change and any official fines for late filing are borne solely by the Client. W-V is not liable for any damage resulting from the lawful resignation of the officers.

XVI. Force majeure

1. Events of force majeure, strikes, illness of key staff through no fault of W-V, official prohibitions or unforeseeable changes in the law that make it impossible or considerably more difficult for W-V to perform entitle W-V to postpone performance for the duration of the impediment plus a reasonable start-up period.
2. If a state of force majeure lasts longer than 3 months, either party is entitled to terminate the contract in writing. Services already rendered and expenses incurred by W-V up to the date of termination must be paid in full. Claims for damages due to termination or delay are excluded.

XVII. Jurisdiction and governing law (asymmetric clause)

1. The courts of London (England) have exclusive jurisdiction over all disputes arising out of or in connection with the business relationship between the Client and W-V (including all subsidiaries and sister companies named in clause I.1).
2. Notwithstanding paragraph 1, W-V expressly reserves the right to bring proceedings against the Client before the courts of the Client’s general place of jurisdiction (in particular at its registered office, e.g. in Germany or Austria) or before any other court of competent jurisdiction worldwide.
3. The entire business relationship and all contracts between the parties are governed exclusively by the laws of England and Wales. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) and of conflict-of-laws rules is expressly excluded.

XVIII. Final provisions (written form and severability)

1. Amendments, additions or the cancellation of these Terms or of an Engagement require written form to be effective. This also applies to any amendment or cancellation of this written-form requirement itself (double written-form clause). There are no oral side agreements, and any such agreements are invalid.
2. Should any provision of these Terms or of the contract be or become wholly or partly invalid, unenforceable or incomplete, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, the legally valid provision that comes closest to the economic and legal purpose of the invalid provision shall automatically be deemed agreed (modified severability clause).