Terms of Business

IncorpHub (incorphub.ie), a service of Stein Commercial Ltd, trading as Workhub

1. About us

These terms govern the services provided by Stein Commercial Ltd, trading as Workhub (CRO no. 565850, registered office 77 Lower Camden Street, Dublin 2, D02 XE80), operating the IncorpHub brand at incorphub.ie ("we", "us", "our"). We are authorised as a Trust or Company Service Provider (TCSP), authorisation number APP/1328/2021, supervised by the Department of Justice Anti-Money Laundering Compliance Unit (AMLCU).

Contact: info@workhub.ie, +353 1 270 6713, 77 Lower Camden Street, Dublin 2, D02 XE80. These terms, together with the relevant plan page, order or invoice, form the entire agreement between us (the "Contract").

2. Our services

Depending on the plan or package you select, we provide:

• Company formation and incorporation, including CRO filings.
• Company secretarial services and ongoing compliance support.
• Registered office address services.
• Virtual office and trading-address services, including mail handling, scanning and forwarding.
• VAT registration support.
• Section 137 non-resident director bond facilitation and non-resident founder packages.
• Meeting room rental.
• Provision of telephone numbers (as a reseller) and call-answering services.
• Hot desking and coworking.

The specific services, deliverables and fees applicable to you are those set out on the relevant plan page, order or invoice, which form part of the Contract. Service descriptions are not warranties and may be updated from time to time.

3. Consumers and your statutory rights

Where you deal with us as a consumer (an individual acting wholly or mainly outside your trade, business or profession), nothing in these terms affects your mandatory rights under the Consumer Rights Act 2022 and other consumer-protection law, and each term applies to you only so far as that law allows. In particular, the indemnity, the time limit for bringing claims, and the restrictions on refunds and set-off do not apply to you to the extent the law does not permit them. If any term conflicts with your non-excludable statutory rights, those rights prevail.

4. Engagement, acceptance and our right to refuse

A Contract is formed when you place an order or accept a quotation and we confirm acceptance, or when you begin using a service. By doing so you confirm you are at least 18, that you have authority to enter into the Contract (including on behalf of any company you represent), and that you accept these terms.

We may decline any order, application or instruction, or refuse to onboard or continue with any customer, at our discretion and without giving reasons. We have no liability to you for any refusal, delay or non-acceptance, and any sums paid for a service we decline to provide will be refunded less any costs already incurred on your behalf.

5. Customer due diligence and anti-money laundering

We are a designated person under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (as amended). Before we act, and on an ongoing basis, we must verify your identity and that of any beneficial owners, understand the purpose of the relationship, and screen for sanctions and politically exposed persons. You agree to provide the information and documents we request promptly and to keep them up to date.

We may decline to act, delay, suspend or terminate services, retain documents, and make a report to the authorities, where we cannot complete due diligence, where we have any concern about the lawfulness or purpose of the relationship, or where the law requires. We may be prohibited by law from telling you that a report has been or may be made. We have no liability for any loss arising from any such action, and you indemnify us under the Indemnity clause below for any consequence of information you provide being inaccurate, incomplete or misleading.

6. Your responsibilities

• Provide accurate, complete and up-to-date information and documents, and notify us promptly (and in any event within 14 days) of any change, for example to directors, officers, beneficial owners, registered details or contact information.
• Comply with your own legal duties, including directors' and company-secretarial obligations, tax and filing obligations, and use our services only for genuine, lawful business purposes.
• Use address, mail, telephone, coworking and all other services in line with our acceptable-use and house rules, and not for any unlawful, fraudulent, misleading, defamatory or reputationally damaging purpose.
• Maintain your own insurance for your business, property and liabilities; our insurance does not cover you.
• Not do anything that brings us, our other customers or our premises into disrepute, or that causes or risks any regulatory, legal or reputational harm to us.

7. Address, mail, telephone and related services

Address and registered-office services may be used only for genuine business purposes and only where permitted by law. You are solely responsible for your use of any address, telephone number or mail service and for the activities of anyone you permit to use them. You must not use them for, or in connection with, any unlawful, fraudulent, deceptive or high-risk activity.

On termination or expiry of an address service you must immediately update the CRO, Revenue and any other relevant party, remove the address from all materials, and cease using it. If you continue to use the address after termination, you remain liable for all mail, charges, claims and consequences, and you indemnify us under the Indemnity clause below. We may withhold, return or dispose of mail, charge for handling, forwarding or storage in line with our published fees, and disclose information about you and your use of the services to any authority where we consider it appropriate or are required to do so.

Telephone numbers, call-answering, bond facilitation, banking introductions and similar services may rely on third-party providers and networks and are subject to those providers' terms. We act only as a reseller or facilitator, do not control those services, and are not liable for their acts, omissions, availability, service levels or charges.

8. Authorised use of the address: no sharing, sub-licensing or representative use

The right to use any address service is personal to you and is limited to the specific company or companies named in your order. It may not be assigned, shared, sub-let, sub-licensed, resold, or made available to, or used by, any other person, company or client, whether free of charge or for payment. Each separate legal entity that uses the address must hold its own contract with us and pay the applicable fee. You may not act as a reseller, agent or intermediary of our address.

You may not use, register or hold out our address as the address of an authorised representative, EU representative, responsible person, economic operator, agent or official, registered or regulatory contact under any law or regulation, including product-safety and market-surveillance rules (such as Regulation (EU) 2023/988 and Regulation (EU) 2019/1020), data-protection rules, customs, VAT or tax rules, unless we have expressly agreed in writing to provide that specific service and you pay the applicable fee. We do not act as, and are not, anyone's authorised representative or responsible person unless under a specific written agreement signed by us.

You may not place our address on any product, packaging, label, marketplace listing, filing, public register or other material, or supply it to any third party, except as expressly permitted for the named company under your plan.

If you permit, enable or fail to prevent any unauthorised use of our address (including by your clients or customers), you are responsible for that use as if it were your own. You must procure its immediate cessation and the removal of our address from all materials, products, packaging, labelling, websites, listings, filings and registers, and you indemnify us under the Indemnity clause below for all resulting claims, liabilities, fines, penalties, regulatory action and costs (including the cost of removal and of dealing with any authority, marketplace, customer or recall).

Without limiting any other right, we may: charge, at our standard published rates, an additional service fee for each further entity using the address and for each period of continued use after we give notice, reflecting the value of the service being used; take any step we consider necessary to have the address removed at your cost; notify any authority, marketplace or third party that we are not the representative or responsible person and that the use is unauthorised; and suspend or terminate your services immediately. On termination or expiry, you must remove our address from all materials, products, packaging, listings, filings and registers before the end of the notice period and procure that any third party you allowed to use it does the same, and you remain liable for all use, and all consequences of use, until removal is complete.

9. Fees and payment

Fees are as stated on the relevant plan page, order or invoice and are payable in advance unless we agree otherwise. Payments are processed by Stripe. Recurring services (such as registered office, virtual office, address, telephone, call-answering and coworking subscriptions) are billed in advance for each period.

By paying, you confirm that your order details are correct and you authorise us to begin the service immediately. The fees correspond to the services described on your plan, order or invoice.

Refunds. Except where you have a non-excludable statutory right to a refund (see the Consumers clause above):

• Government and third-party fees (for example CRO filing fees and bond costs) are non-refundable once incurred on your behalf.
• Service fees are non-refundable once we have begun work on the service.
• Subscription fees for the current billing period are non-refundable; you may cancel future renewals subject to the Auto-renewal and Term and termination clauses below.

All fees are exclusive of VAT and other taxes, which you must also pay where applicable.

If any amount is overdue we may suspend or withhold services (including mail and registered-office services), charge interest and compensation under the late-payment legislation, and recover all reasonable costs of collection (including legal and agency fees). We may set off any amount you owe us against any amount we owe you; you may not set off any amount against fees due to us. Refund requests are handled by customer support at info@workhub.ie and considered on a case-by-case basis.

Consumer right to cancel. If you are a consumer entering a distance contract, you may cancel within 14 days of entering the contract without giving a reason. If you ask us to begin a service within that period, you accept that once the service is fully performed you lose the right to cancel, and that if you cancel after we have started you must pay for the services provided up to cancellation. Government and third-party fees already incurred are non-refundable. To cancel, email info@workhub.ie.

10. Auto-renewal and changes to fees

Each subscription or recurring service renews automatically for successive periods of the same length, unless you cancel before the renewal date or we notify you that the service will not renew. The fee payable on renewal may be different from, and is typically higher than, the fee you paid in your initial or first-year term, including where an introductory, promotional or first-year rate applied.

We will notify you of the applicable renewal fee at least 30 days before the renewal date. If you do not wish to renew at the new fee, you may cancel before the renewal date. If you do not cancel, the service renews at the notified fee and your continued use of the service constitutes acceptance of that fee. We may also change our fees and these terms for future periods on reasonable notice.

11. Our responsibilities and service standards

We will provide the services with reasonable care and skill. Any timeframes we give are estimates only. We are not responsible for delays or outcomes caused by you, by incomplete or inaccurate information, or by third parties or processing times outside our control (including the CRO, RBO, Revenue, banks, bond providers and telecoms networks). We do not guarantee that any application, registration, bank account or filing will be approved or accepted.

12. No legal, tax or other professional advice

We provide formation, secretarial, address and workspace services only. We do not provide legal, tax, accounting, financial or investment advice, and nothing we say or provide is advice or a recommendation or may be relied on as such. You are responsible for obtaining your own independent professional advice on your specific circumstances and you rely on any general information we provide at your own risk.

13. Term and termination

Either party may terminate a recurring service by giving notice before the next renewal, as stated on the relevant plan. We may suspend or terminate any or all services immediately, without liability, where: you are in material breach; you fail to pay; you fail to complete or maintain due diligence; you use the services unlawfully, fraudulently, or in a way that we reasonably consider exposes us to legal, regulatory or reputational risk; you abuse our staff or other customers; or we are required to do so by law. Where a breach is capable of remedy and is not an anti-money-laundering, legal or otherwise serious matter, we will give you a reasonable opportunity to remedy it before terminating.

On termination, all accrued fees remain payable and become immediately due, you must cease using the services and any address, and the clauses intended to survive (including responsibilities, indemnity, liability, confidentiality, IP and governing law) continue in force. Except where you are a consumer with a non-excludable statutory right to a refund, no refund is due where we terminate for cause.

14. Indemnity

You will indemnify us, and keep us indemnified, on demand against all claims, demands, actions, proceedings, losses, liabilities, fines, penalties, damages, and reasonable costs and expenses (including legal costs) that we suffer or incur arising out of or in connection with: your use of the services; any information, document or instruction you provide; your breach of the Contract or of any law; any misuse of an address, telephone number or service; any third-party claim relating to your business or activities; and any chargeback or payment dispute you raise without proper basis. This indemnity is in addition to, and not limited by, any other provision of these terms. It does not apply to you to the extent you are a consumer and the law does not permit it.

15. Chargebacks and payment disputes

Where services have been provided or work has commenced, you agree not to initiate a chargeback, payment reversal or dispute with your card issuer or bank without first raising the matter with us in good faith under our Complaints clause. If you initiate a chargeback that we successfully contest, or that relates to services properly provided, you remain liable for the fees, all chargeback and administration charges we incur, and our costs of recovery, and we may suspend your services until the matter is resolved.

16. Limitation of liability

Nothing in these terms limits or excludes liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded. Subject to that:

• We are not liable for any indirect or consequential loss, or for loss of profit, revenue, business, contracts, opportunity, anticipated savings, goodwill, reputation or data, in each case whether direct or indirect.
• We are not liable for the acts, omissions, delays or service levels of any third party (including the CRO, RBO, Revenue, banks, bond providers, payment processors and telecoms networks), for the loss, delay, mis-delivery or content of mail, or for any matter caused by your own acts, omissions or information.
• Our total aggregate liability arising out of or in connection with the Contract (whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise) is limited to the total fees you paid us for the relevant service in the 12 months before the event giving rise to the claim.

Each of these limitations operates separately; if any is held unenforceable, the others continue to apply.

You must bring any claim arising out of or in connection with the Contract within 12 months of the date you became, or ought reasonably to have become, aware of the circumstances giving rise to it, after which the claim is barred to the fullest extent permitted by law. This 12-month limit does not apply where you are a consumer or where the law does not permit it.

17. No reliance and entire agreement

The Contract is the entire agreement between us and supersedes all prior discussions, representations, quotes, marketing and statements. You acknowledge that you have not relied on, and have no remedy in respect of, any statement, representation, assurance or warranty that is not set out in the Contract, except that nothing limits liability for fraud. This clause is intended to protect us against claims of mis-selling or misrepresentation based on anything outside the written Contract.

18. Confidentiality and data protection

Each party will keep the other's confidential information confidential and use it only for the Contract. We process personal data as controller for our own purposes (including our legal anti-money-laundering duties) and, where we handle data on your instructions about your own clients, as your processor. Where you provide us with personal data about other people (such as directors, beneficial owners or your own customers), you confirm that you have a lawful basis and the authority to share it with us, and you will indemnify us for any claim arising from your failure to do so. Each party will comply with the General Data Protection Regulation and the Data Protection Act 2018, and we process personal data in accordance with our Privacy Policy.

19. Intellectual property

All intellectual property in our website, materials, systems and processes belongs to us or our licensors. You receive no rights in them other than to use the services for their intended purpose for the term of the Contract.

20. Restrictions

You will not, during the Contract and for 12 months after, solicit or employ our staff, or use our name, brand or address other than as expressly permitted. You will not use the services to operate a business that competes with us from our premises without our prior written consent, which we will not unreasonably withhold.

21. Complaints

If you are unhappy with any aspect of our service, please contact info@workhub.ie and we will aim to resolve the matter promptly. Raising a complaint in good faith is a precondition to any chargeback or claim.

22. General

We may vary these terms and our fees for future periods on reasonable notice. We may assign, transfer or subcontract our rights and obligations; you may not without our written consent. A waiver of any breach is not a waiver of any later breach. If any provision is found unenforceable, it is severed and the rest remains in effect. No third party has any rights under the Contract. Neither party is liable for failure or delay caused by events beyond its reasonable control (including acts of God, war, civil unrest, strikes, utility or network failure, pandemic, and acts of government or regulator). Nothing in the Contract creates a partnership, joint venture or agency between us.

23. Governing law and jurisdiction

These terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the law of Ireland, and the parties submit to the exclusive jurisdiction of the Irish courts.