Standard Terms and Conditions.
KORE MATTERS
1.1. These standard terms and conditions are applicable to the provision of services by Kore Partners and should always be read in conjunction with the Client Engagement Letter (if that exists).
1.2. Kore Partners refers to KORE PARTNERS refers to “Cassiano Neves, Mendes & Associados – Sociedade de Advogados SP RL”, law firm 24/21 approved by Portuguese Bar with tax number 516300954 and with its registered address at Travessa da Trindade, 16 – 3C, Lisbon 1200-469, Portugal.
1.3. The Parties to the legal relationship governing the provision of Services are Kore Partners and the Client. These Services shall be understood to be provided solely and exclusively to the Client and may not be assigned to third parties without prior authorization.
1.3. The party having the legal relationship with the Client is Kore Partners. Kore Partners assumes full liability in relation to the Services provided by its professionals and by other entities of the Kore Partners Group.
1.4. Unless otherwise expressly agreed, the Services are limited exclusively to the Portuguese jurisdiction.
1.5 Any decision regarding the execution or implementation of any advisory services, opinion or recommendation provided by Kore Partners within the context of the services is at the exclusive discretion of the Client.
FEES, BILLING AND PAYMENT
2.1. The fees for the provision of the Services to the Client shall be those established in the Engagement Letter and unless otherwise indicated, the estimated or budgeted fees are indicated net of Value Added Tax and of any other tax as may be applicable.
2.2. The amount of fees does not include any such out-of-pocket expenses as may be incurred by Kore Partners in the provision of the Services, which must be dully approved and reimbursed by the Client.
2.3. Any complementary services (such as, notary services, registration, or official publications) shall be paid either directly by the Client or contracted and paid for by Kore Partners on behalf of the Client (only when there is relevant provision of client funds).
2.4. Client funds of the Client shall be allocated by Kore Partners to pay for expenses on behalf of the Client and any balance may be allocated to the payment of fees that are due and payable.
2.5. The fees and expenses must be paid regardless of the result of matter to which the Services refer.
2.6. Unless otherwise agreed between the parties, the invoices issued by Kore Partners shall be payable on their due date (15 days from issuance) in Euros, unless a different payment arrangement is specified in the engagement letter.
2.7. Any objection in relation to an invoice must be sent promptly to the Kore Partners partner in charge of the matter.
2.8. If an invoice is not paid, Kore Partners may, upon giving written notice and in accordance with the applicable professional regulations, suspend any provision of Services to the Client.
CONFIDENTIALITY AND COMMUNICATIONS
3.1. Kore Partners shall request from the Client all the information and documentation which, in its opinion, is required for the proper and efficient provision of the Services.
3.2. Kore Partners states that it has sufficient technical capacity to fulfil its obligations resulting from the provision of services in relation to personal data protection legislation GDPR rules.
3.3. Kore Partners undertakes to safeguard the confidentiality of all the information and documentation made available by the Client that is not in the public domain, and may disclose it only with the authorization of the Client or where ordered to do so by any administrative or court authority or an authority legally authorized for such purpose.
3.4. The Client may deem the provision of the Services to be terminated at any time, without the need to invoke any grounds.
3.5. On termination of the provision of Services, Kore Partners shall return subject to prior indication, all such original documentation as may be in its possession in relation to such Services. Kore Partners may retain a copy of any information and documentation provided for the purposes of the provision of the Services to fulfil legal requirements.
3.6. The Client accepts non-encrypted e-mails as a valid means for exchange of documentation and information and provision of the Services. The Client exempts Kore Partners from any liability for interception of or access to e-mail messages by unauthorized persons, unless failures are expressly attributable to Kore Partners. Kore Partners will establish procedures and measures of security for exchange of sensitive information and documentation.
3.7. Kore Partners will immediately inform the Client when it is or becomes aware of situations of conflict of interest which might be produced by any circumstance.
CLIENT INFORMATION & DISCLOSURES
4.1. Kore Partners is subject to obligations to check the identity of the Client and its operations and activities. The Client undertakes to provide Kore Partners, completely and accurately, with all such information as may be necessary to establish the identity of the Client and of the ultimate beneficial owner(s), to establish the origin of the Client’s capital and to notify the competent authorities of any unusual transactions.
4.2. Pursuant to the Portuguese transposition of Mandatory Disclosure Directive (referred to as “DAC6”) and any national laws and regulations that implement DAC6, Kore Partners is obliged to disclose aggressive tax planning arrangements with a cross-border dimension with the competent authorities. A cross-border arrangement means a tax arrangement which involves participants established in Portugal and/or in various EU member states and which arrangement may have been developed for the purpose of tax avoidance. Disclosure is required when arrangements contain at least one of the so-called hallmarks set out in Annex IV of DAC6 (which means that the arrangement contains characteristics or features that present an indication of a potential risk of tax avoidance).
4.3. In case of mandatory disclosure, Kore Partners is obliged to disclose (i) all data related to the identity of the relevant taxpayer(s), persons associated with such taxpayer(s) and EU member states where such taxpayers are resident; (ii) a summary of the arrangement; (iii) the relevant hallmarks of the arrangement; (iv) the value of arrangement; (v) date of implementation of arrangement (i.e.: the date on which the first implementation has been or will be taken); and (vi) relevant EU member states.
4.4. The intellectual property rights in the documentation drafted and in the original ideas conceived by reason of the provision of the Services shall be the property of Kore Partners.
LIABILITY
5.1. Kore Partners assumes full liability in relation to the Services provided in its name by its professionals.
5.2. Any liability of Kore Partners shall be limited to the amount equal to the amount of fees effectively received from the Client for the provision of services, unless a different limit is set by the Client Engagement Letter.
5.3. Kore Partners is in no event liable for indirect or consequential damages such as loss of turnover or loss of profit.
5.4. In the event of the participation other external advisers unrelated to Kore Partners and unless expressly provided otherwise: (i) the involvement of Kore Partners in the matter in question shall be limited to activities for coordination of and contact with those external professionals and Kore Partners shall assume no liability whatsoever for the advisory services provided by those external professionals.
5.5. Claims for compensation of damage will expire 6 months after the date on which the Client became aware or could reasonably have been aware of the damage.
DISPUTE RESOLUTION
The Parties accept that any litigation arising from the interpretation or performance of the contractual relationship established between the Client and Kore Partners shall be submitted to the Courts of Lisbon, Portugal.