TERMS AND CONDITIONS
1. Definitions
In these Terms and Conditions, the following terms shall have the meanings specified:
- "Company" refers to TAHO MANAGEMENT LTD providing consulting services and service as a director.
- "Client" refers to any individual, entity, or organization engaging the Company's services.
- "Services" encompasses consulting services and service as a director to boards of directors.
- "Mediation" refers to the process of dispute resolution as described in Section 6.
2. Engagement of Services & Client's obligations
The Company, pursuant to the laws of Ireland, agrees to provide consulting services and, if requested, service as a director to boards of directors of the Client.
In the situation where the Company or one of its employees or director is nominated as a director (executive or non executive) at the board of directors of the Client, it is the Client's obligation to subscribe to a Director & Officer (D&O) insurance, covering the activities of the Company or one of its employees or director for the duration of the service.
3. Warranty Disclaimer
The Company expressly disclaims any warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company makes no representations or warranties regarding the accuracy, reliability, or completeness of the information provided as part of its services.
4. Quotations, Fees and Payment
4.1. Offers and Quotations
The prices mentioned in quotations and/or orders are those in effect on the date of the offer. The Company reserves the right to modify its prices at any time.
An agreement is formed only after (i) the Company receives the order from the Client or their representative, and (ii) the Company accepts the order.
All Services are subject to availability, and the Company reserves the right to impose duration or quantity limits on any order, reject all or part of an order, and discontinue offering certain Services without prior notice.
All fees are considered to be in EURO unless otherwise stated in writing by the Company. All fees in quotations and/or orders are - to the extent permitted by law - exclusive of taxes (including value-added tax, sales tax, goods and services tax, etc.), taxes or levies imposed by tax authorities (hereinafter referred to as "Taxes"). The Client shall be responsible for the payment of all applicable Taxes related to the use of all the Company's products and services.
4.2 Fees & Payment
Client agrees to pay the Company the fees as mutually agreed upon in the engagement contract.
Invoices are due and payable as stipulated in the engagement contract or as per the terms on the invoice. Late payment may incur interest as permitted by law.
5. Confidentiality
The Company shall maintain strict confidentiality regarding all information provided by the Client. All parties involved in the provision of services are bound by a duty of confidentiality.
6. Mediation and Dispute Resolution
6.1. Any dispute arising from or in connection with these Terms and Conditions or the provision of services shall be resolved through mediation. The parties shall mutually agree upon a mediator from the Mediators' Institute of Ireland https://www.themii.ie/ and share the costs of mediation equally.
6.2. If the parties cannot reach a resolution through mediation within a reasonable time, the matter may be pursued through legal means in accordance with the laws of Ireland.
7. Termination of Services
The Client acknowledges that the contract may be terminated by The Company under the following circumstances:
7.1. Non-payment of fees in accordance with Section 4.
7.2. A material breach of these Terms and Conditions by the Client.
7.3. Any other reasonable grounds for termination, as specified in the engagement contract, including:
- Death of the contractor, employee or director of the Company;
- Company's contractor, employee or director mental incapacity;
- Company's contractor, employee or director disability preventing reasonable participation in the engagement contract;
- If the Client becomes insolvent or declares bankruptcy;
- If the Client undergoes liquidation or dissolution;
Termination of the contract under these circumstances may occur with or without notice, as determined by The Company. In the event of such termination, any outstanding obligations or fees owed to The Company by the Client shall become immediately due and payable.
8. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland, and the parties hereby submit to the exclusive jurisdiction of the Irish courts.
9. Entire Agreement
These Terms and Conditions constitute the entire agreement between the Client and the Company and supersede all prior agreements and understandings, whether oral or written.
10. Modification
These Terms and Conditions may only be modified in writing and signed by both parties.
11. Severability
If any provision or
part-provision of this Agreement is, becomes or is found to be invalid, illegal
or unenforceable, the Parties shall negotiate in good faith to amend such
provision so that, as amended, it is legal, valid and enforceable, and, to the
greatest extent possible, achieves the intended commercial result of the
original provision. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted without affecting the
validity of the remaining provisions of the Agreement.
12. Waiver
The failure of either party to enforce any provision of these Terms and Conditions shall not be construed as a waiver of that provision or the right to enforce it.
13. Non-transfer
The obligations and rights under this contract are non-transferable in any form whatsoever without the prior agreement of the Company.
14. Notices
All notices, requests, and other communications required under these Terms and Conditions shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered mail or recognized courier to the parties at their respective addresses as provided in the engagement contract.
15. Force Majeure
the Company will be free of liability to the Client where the Company is prevented from executing their obligations under these Terms and Conditions or the Engagement contract, in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Company has communicated the circumstance of said event to any and all other Partners and taken any and all appropriate action to mitigate said event.
16. Subcontracting
The Company may, with the prior approval of the Client, engage subcontractors to assist in the provision of services. The Client acknowledges that such subcontracting may be necessary for the efficient and effective delivery of services. The Client's consent for subcontracting shall not be unreasonably withheld or delayed. Subcontractors engaged by The Company shall be subject to confidentiality and compliance obligations equivalent to those of The Company as outlined in these Terms and Conditions. The ultimate responsibility for the provision of services and adherence to these Terms and Conditions remains with The Company, and the Client's rights and expectations as set forth in this agreement shall not be diminished by the involvement of subcontractors.
By engaging the services of the Company, the Client acknowledges and agrees to be bound by these Terms and Conditions.