incorporate.co.uk - Terms of Business
1. Your Right To Cancel
Our services are specifically tailored to your requirements. Therefore YOU WILL HAVE NO RIGHT TO CANCEL THE INCORPORATION ONCE WE START THE PROCESS OF INCORPORATING YOUR COMPANY. You should note that this usually happens immediately after we receive cleared payment. You can cancel before then by contacting us and confirming in writing.
2. Your Right To Terminate
You can terminate the Registered Office Service or Company Secretary Service at any time.
Unless you are terminating because the company is being struck off by the Registrar of Companies, you will need to notify Companies House of the new registered office, new services addresses for the directors, and the details of the new company secretary if you have one. There is an administration charge of £10+VAT for making these changes.
Whenever you stop using our services, you will not be entitled to any refund.
"you" means the person purchasing these services. "your" has a corresponding meaning.
"we" means IncWise Limited, registered in England number 4900770, of The Alexander Suite, Silk Point, Queens Avenue, Macclesfield SK10 2BB. "us" and "our" have corresponding meanings. Where you or the company gives us particular authority, "we", "us" and "our" also extend to other people or companies we reasonably designate. For example, company secretarial services may be provided by IncWise Company Secretaries Limited.
"the Agreement" means the agreement which is constituted when you order the services, which incorporates all the terms appearing in this document.
"the company" means the limited liability company which we will incorporate on your behalf in providing the services.
"the services" means the services which you opt to take up in your order.
4. Our commitment to you
We will use all reasonable care and skill in providing the services to you. Any physical goods we supply to you will be of satisfactory quality. You must let us know within seven days of receipt of good or services of any defects.
5. You act as principal
In ordering the services, you act as principal and not as an agent for the company. For ongoing services, you may request that we provide invoices to the company rather than yourself, but even if you do this you will still be personally responsible.
6. Legal purposes
You must not use the company, or any services we provide, for any illegal or immoral purpose, or try to put anything illegal or immoral on its web site. You must also make sure that all necessary legal documents, such as tax returns, company annual returns, accounts etc., are filed accurately and on time. We are only responsible for filings with the Registrar of Companies as set out in below under "IncWise Company Secretary Service" (and then only if you have opted to take that service).
7. No legal or financial advice
This web site contains general comments on legal and financial matters, and is not advice to you specifically. In some cases, our comments may not be appropriate to your particular situation and is not a substitute for professional advice.
Whatever legal or financial advice is provided to you by third parties, including solicitors or accountants we introduce to you, is the responsibility of the person giving the advice, and we are not responsible for it.
You should also understand that we completely rely on you for ongoing information about the company's affairs. Therefore we can have no responsibility for problems caused by the information being inaccurate or incomplete.
8. Choice of company name
You are solely responsible for the choice of the company's name, even if we have advised you in choosing it. We will not be responsible if the Registrar of Companies declines to register your company, or if the registrar declines to register your domain name, or if their use infringes a third party trademark, or if the company is later obliged to change its name.
9. Company will not have traded
We warrant that at the time we supply the company to you, it will be completely clean, will not have traded nor incurred any liabilities whatsoever.
10. Company's authority to us
The nature of some of our services is that we provide them directly to the company. You agree that we are authorised to do so. You also represent and warrant to us that any director of the company whose details you give us has both agreed to be a director, and agrees with this authority. You must obtain for us any extra authority from the company that we reasonably ask for to provide the services.
In particular, you agree that we have the company's authority to perform the normal duties of a company secretary.
11. Times are estimates
While we try to deliver the services and goods to you as quickly as possible, all times for providing the services are estimates. We will not be responsible for delays beyond our reasonable control, such as:
- delays in processing applications by the Registrar of Companies or other third party providers of services; or
- acts of God, acts of government, fire, flood, earthquake, war, riots or embargoes, strikes or other labour difficulties, inability to obtain supplies, or other matters beyond our reasonable control.
12. Anti-money laundering
Before you can use the Company Secretary Service or the Registered Office Service, you must provide us with some information and documentation to enable us to meet our requirements under anti-money laundering legislation. This is normal practice for these kinds of services. We will let you know what we need, and you agree to provide it. If we need any further information in the future, you agree to provide us with that also.
You will not be able to access your services until we have received these documents from you.
13. Company Secretary Service
This section applies if you have opted to use the Company Secretary Service.
Payment is for an initial period of one year. After that, you can renew it on the terms and price in force at the renewal date, with payment in advance.
The service includes preparing and filing the normal documents which need to be filed with the Registrar of Companies in that period, keeping the statutory registers up to date and issuing share certificates.
We will provide you with access to your company details using our web interface, and we grant you a non-exclusive license to use this while you are using the services. This will allow you to change details of directors, shareholders, designated addresses and shareholdings. We will send you a unique user name and password to enable you to access the services. Like all passwords, you should keep your user password safe and not disclose it to anyone else. You are responsible for how your password is used.
As noted above, you will not be able to access the Company Secretary Service until you have cleared our anti-money laundering checks.
When you make changes to your company details, we file them with the Registrar of Companies.
The service includes e-mail reminders for important filing deadlines; we will exercise discretion in when to send you these.
The service also includes the annual return fee, if payable within the relevant period.
All of the information available on our web site is stored on the basis of information you supply, and you will be solely responsible if any of this information is inaccurate or incomplete.
IMPORTANT: YOU MUST TELL US PROMPTLY OF ANYTHING WHICH NEEDS TO BE RECORDED OR FILED, even if the company does it itself or has a third party do it. This includes share transfers, changes in directors, changes in their details, new shares being issued, or the company granting a charge or mortgage over its property. You must also provide us with a copy of all minutes of meetings, written resolutions or resolutions of directors.
The service does NOT INCLUDE preparing or filing the company's accounts. It also does not include any other taxes, charges or fees on filing documents, such as stamp duty. You will be responsible for those items.
The service is intended as a service to normal private limited companies, and is therefore subject to our fair use policy. Our current fair use policy on this service is that if you have more than 12 items per year, we reserve the right to charge in line with our then-current rates, or terminate the service, without any compensation. An "item" includes one document for filing, or one share transfer or issue (regardless of the number of shares actually transferred or issued). We may change our fair use policy by sending you notice by e-mail or posting it on this page.
You and the company authorise us to make any necessary filings with Companies House or any other authorities.
14. Registered Office
This section applies if you have opted to use the Registered Office Service.
Payment is for an initial period of one year. After that, you can renew it on the terms and price in force at the renewal date, with payment in advance.
You may list the company's registered office as The Alexander Suite, Silk Point, Queens Avenue, Macclesfield SK10 2BB. We will be responsible for complying with the legal rules relating to the registered office of limited companies.
As noted above, you will not be able to use the Registered Office Service until you have cleared our anti-money laundering checks.
The Registered Office Service is NOT a mail forwarding service and does not entitle you to use our offices as a commercial address. Therefore we will forward official correspondence relating to the company only (that is to say correspondence from government agencies, courts and official service of proceedings) post to you by email only at whatever email address you specify.
In both cases, you agree to pay the postage when we request. There is also a small per item handling charge for the mail forwarding service. This will be charged at whatever rate is then in force, currently 75p per item. You agree to pay us a deposit for postage and/or handling charges, or top it up, if we request, and we may suspend the service until you do.
You agree that we have the right to change the registered office at any time; we will try to give you as much notice as we can.
If someone exercises his/her right to inspect the registers, the company may be legally entitled to charge that person a small fee. You agree that the decision whether or not to charge is entirely for us, and we may keep any fees if we do.
15. Nominee Shareholder Service
Use of the Nominee Shareholder Service is subject to the beneficial owner of the shares executing a deed containing the terms and conditions of that service.
16. Termination by us
We may terminate the Agreement and stop providing you with any services immediately if you breach the agreement in any way, or if you or the company are insolvent. "Insolvent" means being unable to pay debts as they fall due, or proceedings being filed for liquidation, administration, administrative receivership, bankruptcy, trusteeship or any similar process, or being struck off the company register, or an encumbrancer taking possession of any assets.
In particular, we may terminate the Agreement and stop the services if you do not provide us with the anti-money laundering information and documents within two weeks of your company being formed, or if your subscription payments to us are cancelled, declined or reversed at any time.
You will not be entitled to any refund on termination.
We may also terminate the services by giving you written notice of at least one month. We may either provide the services until the end of a period for which you have paid us, or give you a proportionate refund.
17. What happens after termination
On any termination (whether it is you or us who terminate), we will provide you with the option to transfer the registered office and services addresses for the directors to whatever addresses you choose, and also to provide the details of the new company secretary if you have one. As noted above, there is an administration charge of £10+VAT for making these changes. If you choose not to pay the administration charge, we may resign as company secretary, transfer the registered office to any address you give us and re-list the company directors' service addresses as their home addresses.
18. Limitations of our liability
You agree to indemnify us and hold us harmless against all claims, costs, liabilities, damages and expenses which we may incur, including reasonable lawyers' fees, as a result of a breach of the Agreement by you or the company, or as a result of us having incomplete or inaccurate information about the company.
If you believe we may have breached the Agreement, you must give us prompt notice, with reasonable details. We will have no liability for any claim unless you give us that notice within one year of the date of your order, unless your claim first arose more than six months after that date, in which case we will not be liable unless you give us that notice within six months of the date the claim first arose.
Our liability is limited to 150% of the total amount you have actually paid us for the services in relation to the company in question.
We will not be liable under any circumstances for any incidental, consequential, special or punitive damages, or loss of profits, whatsoever.
20. Miscellaneous clauses
The services are only available to people of 18 or over, and all company directors, secretaries and shareholders must be 18 or over.
You must provide us with a contact address in England or Wales, but neither the directors nor the shareholders of the company need to be resident in England or Wales. We may need some additional anti-money laundering information for non-UK residents.
Apart from these limitations, we will never discriminate on the basis of age, sex, race, nationality, disability or sexual orientation. We may, however, decline to provide the services to you for any other reason or without giving a reason.
In these terms and conditions, the singular includes the plural and vice versa, words such as "includes" and "in particular" are to be construed without limitation, and section headings are irrelevant to interpretation.
If you are late (or the company is late) with any payment, we may charge interest at NatWest Bank plc.'s base rate plus 6%, or the highest rate legally allowed if it is lower, compounded monthly and due on demand. We may also suspend or terminate the provision of services, and/or make an administration charge in line with our rates from time to time. At present this is £25+VAT for a returned cheque or unwarranted credit card chargeback or £15+VAT for other late payments. You also agree to be responsible for any fees and costs incurred in collecting debts, including fees of debt collection agencies and court fees. This is in addition to any other right we may have, such as termination.
If a competent court decides that any term of the Agreement is void or unenforceable, the other terms will not be affected.
You and we agree, at the other's request, to execute any other deeds or documents reasonably necessary to give full effect to the Agreement.
21. Governing law and jurisdiction
The Agreement will be governed by English law. We and you agree to submit all disputes arising from the Agreement to the exclusive jurisdiction of the courts in England.
v: Jan 2013