These Regulations lay down:
1) the rights and obligation of the Service Provider and the User resulting from the execution of the Booking Agreement;
2) technical conditions of providing services by the Service Provider through the Portal, including technical requirements ensuring compatibility of the User’s end device with ICT system of the Service Provider;
3) conditions and manner of executing the Booking Agreement between the User and the Service Provider and the manner and conditions of termination of such agreement;
4) complaint procedure.
1. Any reference in these Regulations to:
1) AML – means the Act on Counteracting Money Laundering and Terrorist Financing of 1 March 2018;
2) Business Day – means any weekday from Monday to Friday except for public holidays as set out in the Public Holiday Act of 18 January 1951;
3) Service Provider – meansTGC Nominees spółka z ograniczonąodpowiedzialnościąwith its registered office in Warsaw (address: ul. Hrubieszowska 2, 01-209 Warsaw), entered in the business register of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, XII Commercial Division with number 0000242123, NIP: 5252342010, share capital of PLN 50,000.00;
4) CC – means the Civil Code of 23 April 1964;
5) CCC –means the Commercial Companies Code of 15 September 2000;
6) User Account – meansa set of features identifying the User which allow to access the Portal and use its functionalities after logging in with individual login and password;
7) Buyer – means a natural person, legal person or organisational unit not having legal personality, to whom legal capacity is granted under an act, designated by the User as a buyer of shares in the Company, whereas the User may also be the Buyer;
8) Booking Fee – means an advance payment towards the performance of the Share Sale Agreement;
9) Package – means Silver Package, Gold Packageor Platinum Package of services to be delivered by the Service Provider to the Buyer in connection with performance of the Share Sale Agreement;
10) Portal – means an online service MyLegalStoreavailable at: www.mylegalstore.com;
11) Regulations – means these regulations governing the provision of services by electronic means;
12) GDPR – means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
13) Force Majeure – means any extraordinary events or circumstances such as wars, acts of terrorism, lock-outs, embargos, natural disasters, power or Internet cuts whose impact on the performance of the Agreement the Parties could not have predicted on its conclusion;
14) Company – means a limited liability company within the meaning of the CCC in which the Service Provider holds all the shares;
15) Parties – means the Service Provider and the User;
16) Agreement or Booking Agreement – meansthe booking agreement as defined in §4 section 1 of these Regulations;
17) Share Sale Agreement – meansthe agreement to be executed between the Service Provider and the Buyer(s) whereby the Service Providertransfers against fee all shares in the Company;
18) Extra Services – meansservices not included in any of the service packages and provided to the Buyer or the Company for additionalfeeonce the Buyer has bought shares in the Company, specified by the User on the execution of the Booking Agreement, to be provided by third persons designated by the Service Provider;
19) Act – means the Act on ProvidingElectronic Services of 18 July 2002;
20) User – means a natural person who owns the User Account.
1. References to generally binding legislative acts are references to the current wording of such acts unless relevanttransitional provisions prescribe to apply other than the current wording of those provisions to a given state of facts. References made herein to the repealed actsshall be construed,in the sequence indicated below, as references to:
1) legislative act which directly replaced the repealed legislative act, in particular to a legislative act whose provisions repealed the hitherto binding legislative act (including its implementing provisions unless they were passed as a separate law);
2) legislative act closest in scope to the repealed legislative act;
3) provisions of other legislative acts closest in scopeto provisions of the repealed legislative act, to general principles of law, generally acceptable customs and principles of community life;
2. Unless the context otherwise requires, any reference to the singular includes the plural and vice versa.
3. References to each successive Service Provider or User are references to their legal successor(s).
4. Headings used in these Regulations may be used as a guidance for interpretation of their provisions only when the wording of the Regulations does not provide clear and conclusive interpretation and only to the extent which does not violate the general nature of the rights and obligations of the Parties resulting from these Regulations.
Terms of services
Nature of services provided by the Service Provider
1. The Portal enables to execute the Booking Agreement between the Service Provider and the User, whereby the Service Provider undertakes to sell to person(s) indicated by the User as the Buyer(s) all the shares in the Company for the price specified in these Regulations and to provide the services indicated by the User, and the User warrants, among other things, that the Buyer will buy the shares in the Company for the specified price and within the time limit specified in these Regulations.
2. Due to the nature of services rendered through the Portal, the execution of the Booking Agreement through the Portal may only be effected with the User being a consumer within the meaning of the law.
3. Executing the Booking Agreement with the User does not confer any rights on the Buyers.Specifically, the Booking Agreement does not constitute an agreement on performance to a third party within the meaning of Article 393 CC.
1. A user account must be created in order to register in the Portal.
2. Registration in the Portal is free.
3. Registration is effected by:
1) filling a registration form available in the Portal with the following data:
a) user name and surname;
b) name of company the user represents (optionally);
c) user telephone number;
d) user e-mail address;
2) entering the completed form to the system by pressing Register button, and
3) validating the registration by going to the website, a link to which was sent to e-mail address ofthe person completing the registration form.
4. By registering with the Portal, the User agrees to comply with all provisions of these Regulations.
Executing the Booking Agreement
1. In order to execute the Booking Agreement, the User should perform the following actions:
1) log in to the Portal;
2) select the service package (Silver, Gold or Platinum);
3) enter the required additional data, in particular identification data of the User and the Buyer(s);
4) validate the complete form.
2. The Booking Agreement is deemed to be executed once the User has performed all actions specified in section 1 above.
3. When carrying out the actions aimed at execution of the Booking Agreement, once the service package has been selected, the User may indicate which Extra Services he wishes to be rendered to the Company once the Buyer(s) has bought the shares in the Company.
1. On execution of the Booking Agreement, the User may decide to pay the Booking Fee to the Service Provider.
2. The amount of Booking Fee is specified in the Portal.
3. The Booking Fee is payable by bank transfer or through online payment system provided in the Portal.
4. If the User opts to pay the Booking Fee by bank transfer, the User should pay the Booking Fee within 5 business days.
5. Payment of the Booking Fee ensures that the share sale agreement will be executed no later than within 3 business days of providing the Service Provider with all required information and documents.
6. Booking Fee shall be countedtowards the share sale price.
7. Booking Fee is non-refundable unless the Booking Agreement expires due to negative result of the AML evaluation (§9 section 2 of the Regulations).
8. If the User chooses not to pay the Booking Fee, the Service Provider shall exercise due care so that the share sale agreement is executed without undue delay, no later than within 30 days of providing the Service Provider with all required information and documents.
Performance of the Booking Agreement
1. Upon the execution of the Booking Agreement, the Service Provider will request the User to provide documents and information necessary to evaluate the transaction as regards its compliance with the AML, in accordance with §20 of these Regulations (“AML Evaluation”) and will carry out the security procedure referred therein.
2. If the security procedure referred to in section 1indicates no risk of money laundering or terrorist financing, the Service Provider shall send the User a list of required documents and information or request that the Userperforms other actions necessary to effect the sale of shares in the Company.
3. The User shall be the only contact person for the Service Provider.
Expiry of the Booking Agreement
The Booking Agreement expires when:
1) User failed to pay the Booking Fee within the required time limit – in the case of executing the Booking Agreement with the Booking Fee,
2) AML Evaluation is negative – effective as of the Service Provider’s notice by e-mail to the User about negative AML Evaluation,
3) User failed within 3 months of the execution of the Booking Agreement to perform the acts necessary to effect the sale of shares in the Company to the Buyer(s), in particular when the price for shares in the Company has not been paid in full.
Shares and service packages
1. The subject matter of the sale are the shares in the Company validly registered in the business register of the National Court Register, which has assigned NIP and REGON number and was registered for VAT purposes and has fully paid up share capital of PLN 5,000.00 which was partially spent on costsrelating to theestablishment of the Company.
2. All companies offered by the Service Provider have never conducted business activity or employed employees and have no obligations (clear company guarantee), in accordance with representations made by the Service Provider in the share sale agreement.
3. User may choose the following service packages: Silver Package, Gold Package or Platinum Package.
4. Silver Package includes:
1) purchase of shares in the Company with articles of associations made by using template articles made available through an ICT system, referred to in Article 1571 Commercial Companies Code;
2) notification of purchase of shares in the Company to relevant tax office.
5. Gold Package includes:
1) purchase of shares in the Company with articles of associations executed in the form of a notary’s deed which stipulate the following:
a) a quorum of 51% at general meetings of shareholders;
b) increased majority of votes required to pass resolutions in specific matters;
c) pre-emptive right of shareholders to acquire shares in the increased share capital;
d) required consent of the general meeting of shareholders for transfer of shares;
e) possibility to increase the share capital up to a certain amount within the stipulated time frame without incurring any notary’s fees.
2) notification of purchase of shares to relevant tax office,
3) opening a bank account for the Company or transfer of rights to the existing bank account.
6. Platinum package includes all services under the Silver Package and ensures the purchase of the Company without the need to come to Poland.
7. Package prices are specified in the Portal.
8. The amount of the Company’s share capital (cash in hand and cash at bank) as of the shares sale date will be added to the package price.
9. The package price increased as specified in section 8 above shall be paid by the Buyer(s) to the bank account of the Service Provider before executing the share sale agreement. The Service Provider will refrain from transferring the shares in the Company to the Buyer(s) until it has received the said payment.
Obligations of the User
1. The User is obliged to:
1) comply with the provisions of the Regulations;
2) closely cooperate with the Service Provider with relation to services in performance of the Booking Agreement by the Service Provider, in particular to answer all questions of the Service Provider and to provide all documents and information required by law, in particular by the Commercial Companies Code, requested by the Service Provider to properly implement the services concerned;
3) timely pay the fee in full, without the right to set-off any amounts receivable from the Service Provider against the receivables of the Service Provider (such as fee for services);
4) release the Service Provider from any claims of third parties, including the Buyers and reimburse the Service Provider with any paid administrative fines or compensations, in particular on account of illegal processing by the Service Provider of personal data provided to it by the User, as long as such claims, fines and compensations result from circumstances for which the User or the Buyers are responsible.
Obligations of the Service Provider
1. The Service Provider is obliged to maintain the functionality of the Portal during the provision of the services to the User. The Service Provider may introduce changes to the Portal which will not disturb the provision of services to the User, in particular, those which do not result in the need to re-register.
2. When performing the services, the Service Provider shall exercise due care and diligence resulting from the nature of professional business activity it conducts.
1. When carrying out the actions aimed at execution of the Booking Agreement, the User may opt for Extra Services to be provided to the Buyer or the Company.
2. Extra Services are implemented by third parties indicated by the Service Provider.
3. Extra Services are implemented in accordance with general terms of services of individual service providers and require a separate agreement between the Buyer/Company and the service provider.
4. The scope and description of Extra Services are specified in the Portal.
5. A separate fee is charged for the Extra Services.
Exclusion of liability
1. The Service Provider shall not be liable for malfunctioning of the Portal due to reasons beyond its control, especially due to technical issues for which web hosting providers are responsible.
2. The Service Provider shall not be liable for non-performance or improper performance of the Booking Agreement due to reasons beyond the Service Provider’s control, especially for bank’s refusal to open an account for the Company or refusal to continue to operate the bank account of the Company after the sale of its shares to the Buyer(s).
Limitation of liability
Any liability of the Service Provider towards the User, whatever the reason, may not exceed three times the amount of the Booking Fee as of theexecution of the Booking Agreement.
1. In the event of force majeure, the Parties shall use their best efforts so that force majeure event does not prevent the fulfilment of mutual obligations of the Parties. However, if this proves impossible, none of the Parties shall be held liable for non-performance or improper performance of the Agreement as a result of force majeure event whose impact on the obligations could not be withstood.
2. Upon the cessation of Force Majeure, the Parties are once again obliged to perform in accordance with the Agreement and the Regulations.
Technical conditions of Portal use
1. Use of Portal is effected through personal computers with Windows system or mobile devices with Android or iOS system.
2. The Portal may be accessed through one of the following web browsers:
3. Older versions of web browsers may display error messages. Due to this fact and also to improve security levels, we recommend that users update their browsers to the latest version.
4. When using the Portal, the User may not provide or otherwise use any illegal content.
1. If, in the judgment of the User, the Service Provider provides the services improperly, the User is entitled to lodge a complaint with the Service Provider to the e-mail address of the Service Provider set out in §21 section 1 of these Regulations.
2. The Service Provider shall examine the complaint within 1 month of its receipt. The answer will be sent to the User by e-mail to the address provided at registration or amended later in accordance with provisions of these Regulations.
3. Ifthe Service Provider fails to answer the complaint within one month, the complaint shall be deemed rejected.
4. If the complaint has been rejected, the User or the Buyer may pursue their claims against the Services Provider in court.
Personal data protection
1. In connection with the User’s use of the Portal, the Service Provider processes personal data of the User and the Buyer(s), as well as natural persons acting on behalf of the Buyers.
2. The Service Provider is the controller of personal data specified in section 1. These data are made available to the Service Provider by the User. The User is the controller of personal data of the Buyers and bears full liability for lawfulness of processing of those data, in particular for lawful provision of those data to the Service Provider.
Counteracting money laundering and terrorist financing
1. The Service Provider is an obliged institution under Article 2 paragraph 1 item 16 AML and therefore is obliged to apply the provisions of this act, in particular those relating to financial security measures, in particular identification of the User and the Buyer(s) and their beneficial owners, the assessment of business relationships or occasional transactions entered into with the User and the Buyer(s) and ongoing monitoring of these relationships.
2. In connection with the pursuit of its duties as an obliged institution, the Service Provider before executing the Booking Agreement requests certain information from the User, the refusal of which prevents the execution of the Booking Agreement.
3. Upon the execution of the Booking Agreement, the Service Provider requests from the User any documents and information which in the Service Provider’s opinion are necessary for the Service Provider to establish whether the purchase of shares in the Company by the Buyer(s) is associated with the risk of money laundering or terrorist financing.
4. Once the User has provided all requested information and documents, the Service Provider, within 10 days, carries out verification whether the sale of shares in the Company to the Buyer(s) is not associated with the risk of money laundering or terrorist financing. This time limit may be unilaterally extended by the Service Provider by no more than 10 successive business days, upon notification of the User to e-mail address provided by the User at registration.
5. Negative verification results in the expiration of the Booking Agreement and entitles the Service Provider to perform other actions required by the AML, in particular to notify the competent authorities.
1. Any correspondence to the Service Provider shall be sent to e-mail address: email@example.com. This does not apply to situations where original documents need to be delivered to the Service Provider. The Service Provider shall each time notify the User of the need to provide originals of certain documents.
2. The Service Provider may at any time change the Regulations. The changes apply only to the Booking Agreements executed after the change of Regulations.
3. Registration in the Portal or executing the Booking Agreement does not confer on the User any copyrights or related rights to any content published in the Portal.
4. The User undertakes to keep in secrecy any confidential information and not to use them for the user’s purposes. The User also undertakes and warrants that the Buyers will keep those information in secrecy too. Confidential information shall mean any technical, technological or organizational information of the Service Provider’s enterprise or other information of economic value which, as a whole or in a special layout and collection of its elements is not commonly known to persons usually dealing with this type of information or is not easily accessible to those persons, provided that the Service Provider has taken, exercising due diligence, actions to maintain its confidentiality.
5. If any provisions of these Regulations are held invalid or ineffective, they shall be replaced by the general provisions of Polish law to the maximum extent similar in nature to ineffective or invalid provisions of these Regulations.
6. Any disputes between the Service Provider and the User shall be resolved by common court competent for each successive seat of the Service Provider.
7. In matters not regulated by these Regulations, the generally binding provisions of Polish law, in particular the Act and the CC, shall apply.