W-V LAW FIRM LLP

Terms and Conditions

The following General Terms and Conditions have been in effect since January 1, 2025.

Other terms and conditions versions:

  • The Terms and Conditions in the version valid from January 1, 2013, to December 31, 2021, can be found here.
  • The version valid from January 1, 2022, to December 31, 2024, can be found here.
  • I. Scope
  1. These General Terms and Conditions (hereinafter “GTC”) apply for the entire duration of the business relationship between the client (hereinafter “the Client”) and W-V Law Firm LLP (UK) (hereinafter “W-V”) as well as their subsidiary and/or sister companies W&V Co. LTD (UK), W&V Advisory LTD (Gibraltar), and W & V PTE LTD (Singapore).
  2. Within the framework of this multi-party agreement, each of the companies referred to in clause 1.1 is entitled to provide services and invoice the agreed fees.
  3. The Client may be any natural or legal person. The Client acts as a merchant. If a natural person is the Client, the business relationship serves the Client’s current or future entrepreneurial activities.
  4. The business and/or contractual terms of the Client, regardless of their content, only apply if W-V has confirmed their inclusion in writing.
  • II. Services by W-V
  1. 1W-V provides services to the Client based on one or more separate orders to be issued by the Client (hereinafter “the Order”). W-V is obligated to execute the Order properly but not to achieve a specific legal or economic success.
  2. A contract between W-V and the Client is only concluded after W-V has confirmed acceptance of the Order to the Client in writing and/or in text form. The confirmation may also be made in the form of invoicing.
  3. W-V is entitled to involve third parties, especially translators, lawyers, tax advisors, notaries, etc., to fulfill the Order. The engagement of third parties, either by W-V itself or by W-V as the Client’s representative, does not require the Client’s prior consent, unless necessary.
  4. W-V clarifies that it is not obliged to perform services, including advance services, if the Client is in default of payment of due claims by W-V.
  5. For individual services provided by W-V, as long as they are part of the Order, the regulations listed in the annexes apply: ANNEX I
  • III. Services by the Client

The Client will provide W-V – if necessary upon request – all information agreed upon in the Order and/or required by W-V, such as data, documents, etc. (hereinafter “the Information”).

  • IV. Communication
  1. The parties agree to conduct their communication – especially correspondence – electronically – primarily via email. At the beginning of the Order, the parties will exchange email addresses that are binding for the purposes and duration of the Order. Address changes, particularly changes of email address and phone number, must be communicated immediately after the change.
  2. If the Client provides an email address, they agree that W-V will send them order-related information via email without restrictions and without security measures (encryption). Unless the Client objects or withdraws their consent to this procedure or otherwise notifies a change in communication data. The withdrawal of consent must be made in writing. The Client is aware that emails may contain viruses, that other internet users may become aware of the content of the emails, and that it cannot be ensured that the emails actually originate from the stated sender. The Client is hereby informed of the possibility to at least partially exclude the aforementioned risks through encrypted email communication.
  3. Additionally, communication may take place via messenger services such as WhatsApp or Telegram, unless the Client objects.
  • V. Obligations to Cooperate
  1. The Client is obliged to support W-V and continue to be obliged to provide W-V with all possible prerequisites for the proper execution of the Order. The Client is particularly obliged to provide W-V with the Information that W-V requests from them.
  2. The Client warrants and guarantees that they have unrestricted access to the Information provided to W-V for the execution of the Order and that the use of the Information for the purposes of the Order by W-V does not infringe any rights of third parties. In the event of infringement of rights, the Client shall indemnify W-V against claims by third parties.
  • VI. Changes to the Order
  1. If the Client requests a change to the Order or if it becomes necessary to modify the Order in the course of its execution, whether through a change in the content of the Order, expansion or reduction of the Order volume (“the Order Modification”) and/or due to force majeure (see XIV below), W-V will acknowledge the request for change or the necessity of modifying the Order.
  2. The consideration of the Order Modification by W-V shall be subject to it being reasonable within W-V’s operational capacities and in light of the effort and scheduling required for W-V.
  3. If W-V determines during the execution of the Order that an Order Modification is necessary, W-V will inform the Client and coordinate with them regarding further procedures. Until an agreement is reached on the procedure, the execution of the Order is suspended, unless the suspension is excluded due to the nature of the Order and the measures for its execution.
  4. In the case of paragraph 3, W-V is entitled to independently make Order Modifications or deviate from the Client’s instructions if: a) W-V can assume, based on the circumstances, that the Client would approve the Order Modification made by W-V upon becoming aware of the facts; and/or b) the further execution of the Order would lead to legal violations, whether by the Client or third parties.
  5. If the Order Modification results in a change in the effort required by W-V to execute the Order, particularly regarding the effort of employees and/or the schedule as well as the compensation, the parties shall agree to adjust the Order.
  6. If such an agreement is not reached or if the conclusion of an agreement is not possible due to time constraints or deadlines, W-V shall continue the modified Order in the original scope while safeguarding the Client’s interests.
  • VII. Contract Duration
  1. The Order placed by the Client with W-V begins on the day of order placement and ends upon its complete fulfillment by both parties or after the agreed duration has expired.
  2. The Order can be terminated by either party with a notice period of 3 months before the end of the calendar year.
  3. The parties may terminate the Order at any time without adhering to a notice period if there is a significant reason. A significant reason exists if it is unreasonable for the parties to continue executing the Order and to wait until the end of the notice period according to paragraph 2.
  4. A significant reason for termination for W-V generally, but not exclusively, exists if: a) the Client is in default of payment; b) a debt settlement proceeding concerning the Client’s assets is applied for or has been initiated; c) the Client violates applicable law and/or commits, directly or indirectly, unlawful acts, encourages or supports unlawful acts; d) the Client fails to fulfill obligations under the Order and does not cease such after being reminded by W-V or does not remedy in the case of omission.
  5. A significant reason for termination for the Client generally, but not exclusively, exists if W-V does not or does not fully fulfill the performance obligations assumed under the Order and does not provide the proper and/or complete performance even after being reminded and given a deadline.
  6. The parties clarify that an event of force majeure (see XIV below) does not constitute a significant reason within the meaning of paragraphs 4 and/or 5.
  7. Termination of the Order requires written form.
  8. If the Client decides to liquidate a company, no further ongoing costs will be incurred from the date of deregistration. Only those costs (e.g., for the use of a company address) incurred up to that point are to be paid.
  • VIII. Compensation
  1. W-V receives compensation (“the Compensation”) from the Client for its services under the Order and reimbursement of the expenses incurred in executing the Order.
  2. The parties agree upon the Compensation at the time of placing the Order, insofar as the Compensation does not result from the price list/price overview according to Annex I (“Price List”), which is an appendix to these General Terms and Conditions and is part of the contract. If no agreement on the amount of Compensation is reached, this does not affect the validity of the Order. In the absence of an agreement on the amount of Compensation, even in the case of an Order Modification, W-V is entitled to determine and invoice the amount of Compensation at its reasonable discretion, taking into account the Compensation agreed and/or billed by W-V in comparable cases.
  3. Expenses are to be reimbursed to W-V in the amount they were incurred, even if their amount was not known at the time of placing the Order. W-V will provide evidence of the reason and amount of the expenses when invoicing.
  4. If the Client terminates or withdraws the Order before W-V has provided any services, the Client is obliged to pay W-V an amount of 50% of the agreed Compensation. The agreed Compensation includes all one-time costs as well as ongoing costs for a full year.
  5. If the Client terminates the Order after W-V has already begun executing the Order, the entire agreed Compensation becomes due for payment.
  6. If a party terminates the Order for a significant reason, the following applies: a) In the case of VI. paragraph 4, W-V is entitled to the entire agreed Compensation instead of the reimbursement of all expenses. b) In the case of VI. paragraph 5, W-V is entitled to the pro-rata Compensation for the services provided up to the receipt of the termination declaration. The regulations in IX remain unaffected.
  7. The Compensation, with invoicing by W-V and in the cases of paragraphs 4 and 5 with termination, is due for payment no later than upon complete provision of services by W-V. W-V will prepare an invoice for the Compensation. W-V is entitled to invoice the Compensation before executing the Order and to request full or partial payment of the Compensation before executing the Order.
  8. The Compensation is subject to any applicable statutory VAT, where applicable.
  9. Invoices from the Contractor are deemed accepted by the Client unless the Client objects within 10 days from the invoice date.
  10. W-V may offset the Client’s deposits against outstanding fees. Deposits are not subject to interest.
  • IX. Price Changes
  1. W-V is entitled to change the prices included in the Price List/Price Overview during the duration of an Order no more than once a year. W-V will inform the Client at least one month before making the price change.
  2. The Client is entitled to object to the price change. The objection to the price change must have been received by W-V no later than one month after the announcement of the price change. If W-V does not receive an objection to the price change, the changed prices apply from the time announced by W-V.
  3. In the event that the Client does not agree to the price change, W-V and the Client are entitled to terminate the Order with a notice period of 3 months before the end of the calendar year.
  • X. Liability
  1. The Client must inspect the result of the Order immediately, but no later than after completion of the Order, and assert any objections immediately, but no later than after completion of the Order.
  2. If the Client fails to assert any objections, W-V’s service is deemed approved and accepted. If the Client raises objections after approval, W-V is not obliged to consider them – e.g., through additional services and/or reduction of Compensation.
  3. The Client’s claims against W-V arising from any defective services and/or claims for damages expire after one year. All claims for damages against W-V, regardless of the legal basis, expire no later than after one year. The limitation period begins upon termination of the Order, whether after completion, expiration of time, or termination.
  4. In the event of a breach of duty by W-V in providing a defective service or in the case of an unlawful act, W-V – also for its legal representatives and vicarious agents – is liable for damages and reimbursement of expenses – subject to further contractual or legal liability requirements – only in cases of intent, gross negligence, and in cases of slight negligence in breach of an essential contractual obligation (contractual obligation whose breach endangers the achievement of the contractual purpose). However, in the case of slight negligence in breach of an essential contractual obligation, liability is limited to the foreseeable typical contractual damage at the time of concluding the contract. For delay damages, W-V is liable in cases of slight negligence only up to 5% of the agreed Compensation.
  5. The liability exclusions, liability limitations, and reductions of the statutory limitation periods contained in paragraph 4 do not apply in the case of assuming a guarantee for the service, in the case of fraudulent concealment of a defective service, in the case of liability for intent or gross negligence, in the case of damages resulting from injury to life, body, or health, and in the case of liability under the Product Liability Act.
  6. W-V operates exclusively in the field of tax law of the United Kingdom. The Client is responsible for tax matters in their country of residence. By placing the Order, the Client expressly declares that they are being tax-advised in their country of residence and are fully complying with their tax obligations. The Client is obliged to have VAT matters outside the company’s headquarters examined on-site by local tax advisors in the respective countries of business activities and to appoint tax representatives with the required VAT registrations in the countries where VAT liability exists.
  • XI. Rights to Work Results
  1. The Contractor agrees to treat any written documents (expert opinions, statutes, contracts, notes, etc.) handed over to them confidentially and not to pass them on to third parties – even not according to their essential content – unless W-V has previously given written consent. This also includes forwarding in the form of screenshots, audio, text excerpts, or other transmission methods.
  2. W-V retains the copyright to all provided articles of association, statutes, bylaws, contractual works, and similar documents.
  3. For the duration of the contractual relationship, W-V grants the Client a corresponding right of use, which is either free of charge or granted according to a separate fee agreement.
  4. Upon termination becoming effective, the right of use granted to the Client expires. The Client agrees to impose this obligation on their employees as well. The Client is liable to ensure that the written work results are not used for the purposes of third parties. W-V may condition the consent to the dissemination of work results on the interested third party concluding a single disclosure agreement with W-V and W-V receiving an adequate protection fee agreed upon by the parties.
  5. In the case of handing over to third parties without written consent pursuant to point 1, W-V reserves the right to impose a contractual penalty of up to EUR 50,000 per incident.
  • XII. Confidentiality
  1. The parties are obliged to use all information they receive in the course of the business relationship solely for the purposes of cooperation and to disclose it within their own company only to the management and such employees who are involved in the cooperation and are bound by professional confidentiality obligations, as well as to advisors bound by professional confidentiality obligations. The disclosure of information to employees or advisors and the duplication of written information is only permissible to the extent that it is indispensable for the execution of cooperation by the parties.
  2. After termination of the Order, the parties are obliged to return any information handed over to them, including any duplicates, even if they have created them themselves, which contain information about the other party’s business operations, upon first request to the other party. This agreement remains binding even after the request for return and/or termination of cooperation.
  • XIII. Non-Solicitation and Employment Restriction
  1. The Client agrees that during the term of the contract and for a period of 10 years after the end of the contract, they will not solicit any employees of the Contractor or offer them paid activities that are not billed through W-V. In the event of a violation, the Client agrees to pay a contractual penalty of EUR 100,000 per incident. The Contractor reserves the right to claim additional damages.
  • XIV. Data Processing
  1. W-V is authorized to collect, store, and process the Client’s entrusted personal data within the scope of the Order’s purpose, in compliance with data protection regulations. The processing of personal data occurs exclusively within the framework of the Order. The information and personal data are archived for a period of ten years. W-V is entitled to utilize data-processing companies in executing the Order and related services, and these companies are also obliged to confidentiality and compliance with data protection regulations. The Client agrees to this.
  2. If third parties are involved in order processing with the Client’s consent, who are themselves obligated to confidentiality due to professional regulations, the Client releases both W-V and the third party from the confidentiality obligation concerning the subject matter of their Order.
  • XV. Obligations of the Client
  1. The Client confirms that the company to be established does not violate the laws of the United Kingdom or the countries where further business activities are carried out. In particular, unfair business practices are not permitted. This includes businesses that require a license, for which none exists, or that violate applicable law. For example, but not limited to: youth-endangering, religious, extremist content, gambling, gaming, investment offers, management of third-party funds, trade in prohibited goods, money transfer services, banking or insurance services without authorization, violations of embargoes, promotion/committing of corruption. In case of violation, each signatory agrees to pay a contractual penalty of EUR 50,000 per incident.
  2. If natural or legal persons assigned to W-V or provided by W-V are employed as officers of a company and the Client fails to provide the required business documents in a timely manner (e.g., bank statements and receipts), resulting in delays in filing tax returns, W-V is entitled to withdraw these officers.
  3. W-V is not liable for costs incurred due to the change of a company officer. If a change occurs, for example, due to death or resignation, the Client bears all associated expenses (e.g., fees for the commercial register).
  • XVI. Force Majeure
  1. Events of force majeure, including changes in laws and state-ordered and restrictive measures that significantly hinder and/or temporarily make performance by W-V impossible, entitle W-V and the Client to postpone the fulfillment of their obligations for the duration of the impediment. Force majeure includes labor disputes and similar circumstances to the extent that they are unforeseeable, severe, and not caused by the parties. The parties will immediately inform each other of the occurrence of such circumstances.
  2. If W-V is unable to perform the obligation by the agreed date due to force majeure, illness, accident, or any other prevention not caused by W-V, W-V is obliged to provide an alternative date or substitute person for performing the obligation as soon as possible.
  3. If performance cannot be provided due to force majeure, illness, accident, or other circumstances not attributable to W-V, mutual liability for damages arising from the failure or delay in executing the Order is excluded.
  • XVII. Jurisdiction, Choice of Law
  1. The place of jurisdiction is, as far as permitted by law, London/United Kingdom.
  2. Unless contrary to mandatory national law, the law of the United Kingdom applies to the business relationship between the parties.
  • XVIII. General Provisions
  1. Amendments or additions to the Order or these General Contractual Conditions require written confirmation by both parties to be effective. A silent modification of the Order or the General Contractual Conditions is excluded.
  2. Should any provision of the Order or these contractual conditions be or become legally invalid, this does not affect the legal validity of the remaining provisions of the Order and these contractual conditions. In such a case, the parties shall agree on a legally valid provision that most closely corresponds to the intent and purpose as well as the economic objectives of the invalid clause. Accordingly, if the Order or these contractual conditions contain an illegal gap that must be closed by supplementary contractual interpretation, the same procedure applies.

ANNEX I
Conditions

Time spent:
Member / Partner, corporate, legal or tax consulting:
250, – EUR per hour, quarterly billing

Secretarial and accounting:
75, – EUR per hour, quarterly billing

Preparation of employment contracts:
50 EUR per employment contract
Adjustment of the articles of association 1,000.00, – EUR

Translations:
35 EUR per page

Placement of employment and skilled workers:
1.5 (One and half) times a monthly gross salary
or 100 EUR per resume

Application for work visas::
1,500.00 EUR plus expenses per visa applied for

Country Costs in EUR
England 1,500.00
Estonia 1,100.00
Hong Kong 1,210.00
Lithuania 1,200.00
Malta 2,000.00
Ras Al Khaimah 1,650.00
Romania 1,900.00
Switzerland 3,430.00
Singapore 2,640.00
Cyprus 1,850.00

Application for an EORI number: 500.00 EUR

Courier costs
50.00 EUR Express worldwide

Additional Shareholder
Each additional shareholder incurs the following costs:
– 500.00 EUR for each natural person
– 1,500.00 EUR for each legal person

-All information is exclusive of VAT.-