1. Your Right To Cancel

Our services are specifically tailored to your requirements. Therefore YOU WILL HAVE NO RIGHT TO CANCEL 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 telephoning us and confirming in writing.

2. Definitions

"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, Arthur House, Chorlton Street, Manchester M1 3FH. "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 Secretarial 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 as part of the provision of the services.

"the services" means those of the services of the StartNewBusiness.com start-up package which you opt to take up in your order.

3. 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 any defects.

If we supply you with software or access to software, it is also subject to the terms of any license of the provider.

4. You act as principal

In ordering the services, you act as principal and not as an agent for the company. We will invoice the company for our fees, but you are personally liable. If you pay our fees personally, we will issue a credit note to the company and an invoice to you, if you ask us in writing.

5. 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 Secretarial Service" (and then only if you have opted to take that service).

6. 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.

Likewise, the legal documents we provide are intended as a starting point and may not be appropriate for your particular situation. We will not have any liability to you at all if you use any document without obtaining appropriate legal advice as to its suitability for your particular requirements.

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.

This web site and the legal documents provided are only for use in England and Wales and must not be used anywhere else. In particular, they are not intended for use in the USA or Canada, or in connection with any property there.

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.

7. Choice of company names

You are solely responsible for the choice of the company's name and internet domain 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 or domain name.

8. Company will not have traded

We warrant that at the time we supply the company to you, it will not have traded or incurred any liabilities whatsoever.

9. 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 register for VAT, to apply to open a UK bank account with mandates in a standard form, and to perform the normal duties of a company secretary.

10. 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 Bank (as defined below), the Registrar of Companies, HM Customs and Excise, postal services, 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.

Goods will be delivered to you by mail unless we have agreed another means of delivery with you. Please note that they may be delivered in several different packages at different times.

11. Bank account application

Our service includes an application to open a bank account with Barclays Bank plc. (the "Bank"). We cannot guarantee that the Bank will accept your application, or that the Bank will not impose conditions on you opening an account. The Bank may also ask us to provide information about you, and/or about the directors and secretary of the company, because of "know your customer" rules, or for credit checks or other purposes. In addition to information we can share under our privacy policy, authorise us to provide information we have to the Bank. We will ask the Bank to keep this information confidential but we will not be responsible for the Bank's actions.

You should understand that it is normal practice for the Bank to make background checks and to request identification of you and/or the directors and secretary of the company, typically by photo ID (such as a passport) and a recent utility bill addressed to your main address. You will normally have to provide this in person.

12. Company Secretary Service

If you have opted for it, the services include the provision of the IncWise Company Secretarial Service for a period of one year from the date of incorporation. After that, it may be renewed on whatever terms and whatever price is then in force.

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. Like all our services, we will do all this on the basis of information you supply, and you will be solely responsible if any of this information is inaccurate or incomplete. The service also includes the annual return fee, if payable within the relevant period. We will provide you with a "company snapshot" on request, which will be a summary of the company's directors, registered office and shareholdings. The service also includes e-mail reminders for important filing deadlines; we will exercise discretion in when to send you these.

The IncWise Company Secretarial Service does not include preparing or filing the company's accounts, which are dealt with below. 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.

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.

You may terminate the company secretarial service at any time by giving us written notice, and we will then resign as company secretary, but you will not be entitled to a refund.

13. Registered Office and Mail Handling Services

The services also include the provision of the IncWise Registered Office Service and/or the IncWise Mail Handling Service (also included in the IncWise Virtual Office Service) for a period of one year from the date of incorporation, if you have opted for them. After that, either of these services may be renewed on whatever terms and whatever price is then in force.

You may list the company's registered office as The Alexander Suite, Arthur House, Chorlton Street, Manchester M1 3FH. We will comply with the legal rules relating to the registered office of limited companies. If you have opted for the mail handling service, you may also list this address as the company's correspondence address. We will send appropriate post to you at whatever address you specify, or if you prefer keep it for collection.

Please note that if you have not opted for the IncWise Mail Handling Service, the IncWise 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 at whatever 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.

IMPORTANT: YOU MUST KEEP YOUR STATUTORY RECORDS UP TO DATE. This means that if you are also taking the company secretarial service, you must provide us with the necessary information for that service; if not, you must keep them up to date yourself and let us have a copy of all necessary documents, such as minutes of general meetings and written resolutions.

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.

You may terminate either of these services at any time by giving us written notice. If you are changing registered office, you must also tell us the address of the new registered office (which must be in England or Wales, for legal reasons). You will not be entitled to any refund, except any unused deposit, and we will stop forwarding mail to you.

14. Nominee Shareholder Service

Use of the IncWise Nominee Shareholder Service is subject to the beneficial owner of the shares executing a deed containing the terms and conditions on this link.

15. Web sites, domain names and non-geographic numbers

The services include the provision of a web site designed by us of up to the equivalent of 4 pages of A4 paper, .co.uk domain name and two non-geographic numbers ("NGN") (one 0870, one 0871) for a period of one year from the date of incorporation, if you have opted for them. We retain ownership of the NGN. After a year, these services may be renewed on whatever terms and whatever price is then in force.

We will own the copyright in that web site, except for any text you provide us which is unchanged on the site. We may place an advertisement and/or link on each page, together with our own metatags, and claim credit for its design.

If you want to make changes to your web site, we will do so on reasonable notice. This is subject to our "fair use" policy in force at the time. In general terms, our current fair use policy means that (a) the site is intended to be reasonably permanent, although you can make a reasonable number of changes to the text; and (b) that hits consume only a reasonable bandwidth. Your changes must not interfere with the general running of the site, or be such that in our opinion it would be harmful to you, us, or our other customers in terms of the effect on search engines.

You can also change the numbers your NGN diverts to (as long as it is to a valid number, which means a UK land line for normal services), subject to whatever administration charge is then in effect, currently £30+VAT per change. We aim to make changes effective within two working days, but as this is dependent on our telecoms suppliers, we cannot guarantee this. Changes are also subject to any conditions imposed by our telecoms suppliers. For example, you may not be able to change the number in the first month.

We will use reasonable efforts to make sure that the provision of NGNs, web site and e-mail forwarding is stable, but like any provider of these services, we cannot guarantee continuity of service and will not be responsible for problems beyond our control.

16. Accounts Service

The services include the preparation of a draft balance sheet and profit/loss account at the end of your financial year. In subsequent years, this service may be renewed on whatever terms and whatever price is then in force.

In order to use this service, all your accounting records must be kept using IncWise Small Business Accounts, the Microsoft® Excel® software provided in your package. The company must also be eligible under the Companies Acts to submit small accounts, and must have elected to dispense with audit.

Subject to these conditions, we will prepare the draft balance sheet and profit/loss account within a reasonable time.

We will not check the accuracy of any entries or advise on the accounting treatment of any transaction. Therefore we strongly recommend that you review your accounts with your accountant, both before sending them to us and after we provide the draft balance sheet / profit/loss account. Please remember that the directors are solely responsible for ensuring the accuracy of company's accounts. By sending us accounts for filing, you represent and warrant to us that they are both accurate and approved by the Board.

As with all our services, 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. In particular, in preparing and filing your company accounts, our only responsibility is to use reasonable care to prepare a draft balance sheet and profit/loss account that accurately reflect the information you have provided to us. We will not be responsible for any inaccuracy in that information. Of course, we will have no responsibility at all for your accounts if we do not prepare the balance sheet.

17. Limitations of our liability

You also 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.

18. Privacy policy

The terms of our privacy policy are incorporated in the Agreement. You can read them at www.incwise.co.uk/startnewbusiness/privacy.htm.

19. Miscellaneous clauses

The services are only available to people of 18 or over, and all company directors and secretaries must be 18 or over.

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. Also, you should understand that it may take longer to process applications from people who are not resident in the UK, particular to open a bank account, and more strenuous credit checks may be required.

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 (or the company) is late with any payment, we may charge interest at Barclays 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.

We may terminate the Agreement and stop providing any or all the services if you breach any term or 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.

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.

20. 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.

© IncWise Limited 2006