GENERAL TERMS AND CONDITIONS OF SERVICE

1.  Application

1.1 These Terms and Conditions shall apply to the provision of Services by the Service Provider to the Client.

1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Service Provider in writing.

2.  Definitions and Interpretation

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.2.1 ”writing“, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3 ”these Terms and Conditions“ is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.2.4 a Schedule is a schedule to these Terms and Conditions; and

2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

2.2.6 a ”Party“ or the ”Parties“ refer to the parties to these Terms and Conditions.

2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.4 Words imparting the singular number shall include the plural and vice versa.

2.5 References to any gender shall include the other gender.

3.  The Services

3.1 With effect from the Commencement Date the Service Provider shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services to the Client.

3.2 The Service Provider will use reasonable care and skill to perform the Services.

3.3 The Service Provider shall use all reasonable endeavours to complete its obligations under these Terms and Conditions, but time will not be of the essence in the performance of these obligations.

3.4 Barclays Business Bank Account Referral Service: a) Where you request a bank account through The Business Bank Account Referral Service you confirm that you agree to your details being submitted on your behalf to Barclays Bank plc and to being contacted directly by Barclays Bank plc for the purposes of fulfilling the bank account request; b)Where you request a bank account through The Business Bank Account Referral Service on behalf of a third party for whom you are making a company formation application, you confirm that the third party has agreed to their details being submitted on their behalf to Barclays Bank plc and to being contacted directly by Barclays Bank plc for the purposes of fulfilling the bank account request; c) The Business Bank Accounts are opened by and provided by Barclays Bank plc and subject to the terms and conditions as set forth by Barclays at the time of account opening.

3.4 EU Bank Account services provided on introduction basis. The final decision to open or reject bank account is up to the bank that we send application to and neither accept liability for bank's decision nor guarantee account opening. Where stated, Bank Introduction fee covers the cost of apostile set of company documents, identification of client, postage fees and time spent by our member(s) of our staff to verify your application and communicate to the bank.

3.5 UK Registration Address service is provided exclusively for statutory registration purposes of specific UK company and no other purposes. UK Registration Address includes receipt and redirection of unlimited amount of statutory government post from Companies House (UK company registry) and Tax Office (excluding VAT office). UK Registration Address can not be referred to as Place of Business or used for general business correspondence. Upon activation of Registered Service Address service clients are given 14 days to supply full set of due diligence documents including, but not limited to, proof of identification, proof of residential address, Beneficial Owner Declaration, description of business and CV (where requested). Failure to supply full set of requested due diligence documents within stated 14 days period will automatically cancel Registered Office Address service without any refund.

3.6 Unless specifically agreed with us, UK Registration Address service can NOT be used for any purposes other than those specified in 3.5, including VAT registration, vehicle registration, registration of other companies or entities, receipt of post other than that from Companies House and HMRC relating to statutory affairs of company for which UK Registration Address Service was originally purchased, receipt of any private post or post addressed to a different company, receipt of business post or post from other agencies (including government) and entities apart from Companies House and HMRC (excluding VAT office).

3.7 General Business Address service is provided exclusively for receipt of business post on the name of the entity for which this service was purchased, including post from private individuals, banks, companies (UK and non UK) and other UK and overseas entities including government agencies.

3.8 Unless specifically agreed with us, General Business Address can not be used for company registration purposes, VAT registration, vehicle registration, receipt of post on the name different from that of which it was purchased and agreed for, receipt of goods. General Business Address can not be referred to as "place of business".

4.  Fees

4.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.

4.2 In addition the Service Provider shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.

4.3 The Client will pay the Service Provider for any additional services provided by the Service Provider that are not specified in the Schedule in accordance with the Service Provider’s then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed.  Any charge for additional services will be supplemental to the amounts that may be due for expenses.

4.4 All sums payable by either Party pursuant to these Terms and Conditions are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.

5.  Payment and Renewals

5.1 All payments required to be made pursuant to these Terms and Conditions by either Party shall be made within 5 working days of the date of the relevant invoice in GBP in cleared funds to such bank in the UK as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

5.2 The time of payment shall be of the essence.  If the Client fails to make any payment on the due date then the Service Provider shall, without prejudice to any right which the Service Provider may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 10% and the base rate of Bank of England from time to time on any sum due and not paid on the due date.  Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.

5.3 All renewable services (i.e. Registration Address, Nominees, Registered Agent) are billed for every year and need to be paid in advance before the renewal date as specified in service renewal Invoice.

5.4 All renewal fees need to reach our account no later than the renewal date. In the event renewal date is a weekend or official UK public holiday, renewal fees need to reach our account no later than last working day before the date of renewal. In all other cases late renewal charge is automatically applied to your account as specified in 5.5.

5.5 In the event that renewal fees do not reach our account within time frame specified in 5.4, late renewal charge is automatically applied to your account in the amount of 50 GBP for UK related service and 100 GBP for non-UK (offshore) related services unless such services were cancelled by the client at least 30 days before the renewal date by giving written cancelation notice.

6.  Refunds

6.1 Should you purchase your company and change your mind before submission to Companies Registrar we will refund all monies paid to us except for an administration charge of £20. The charge covers our merchant charges (both on the purchase and the refund) and other incidental expenses. Refunds cannot be given once the company has been submitted or registered. Offshore company formations will incur an admin charge of up to £200, dependent on efforts undertaken prior to cancellation providing that the company has not been yet registered. Other products will be refunded (subject to the £10 administration charge) provided we are notified within two weeks of the purchase taking place. Requests for a refund for packaged orders will be calculated based on services already supplied at their usual non-packaged price at a time of refund request and such fees will be deducted from the total price paid when calculating amount pending for refund.

6.2 Services that provided on "introduction" basis (including Bank Introduction) are not refundable unless we receive written request within 2 business days from placing an order.

6.3 General Mailing Address is refundable less 120 GBP administration charge for verifying of Due Diligence documents and setting up client's file;

6.4 All refunds for payments received via bank transfer will be processed within 28 days of receipt of request, payments received by Debit or Credit card will be refunded within 14 business days from your request. Please, note, if original payment is made via bank transfer it may take further 4-5 working days for funds to arrive back at clients' account due to bank processing times.

6.5 Due to UK Money Laundering Regulations, refunds for any orders that include Registered Office Address or/and General Mailing Address can only be processed after receipt of all client's Due Diligence documents by post. If client sent refund request before receipt of such Due Diligence documents by post, time frame outlined in 6.4 will start from the date we receive by post and accept Due Diligence documents.

6.6 EU Bank Introduction services are not refundable. Bank Introduction fee covers the cost of apostile set of company documents (where applicable), identification of client, postage fees and time spent by member(s) of our staff to verify your application. In the even of REJECTION by the bank, we will offer you alternative bank solution at no additional cost.

6.7 Where we offer Money Back Guarantee on a bank introduction service, we would refund up to 80% of the introduction fees if bank account application gets rejected, provided that you supplied all the requested documents and that your application does not appear to have contained false or incorrect information. We reserve the right to reject a refund at our discretion, if we believe that: a) application contained false or incorrect details; b) at any time during the process applicant deliberately supplied incorrect details solemnly for the purpose of getting a rejection and consecutively triggering our Money Bank Guarantee promise; c) applicant did not cooperate in the account opening process, delayed supply of the details and/or clarification and/or documents; d) due diligence documents supplied appeared to be altered, forged or misused in any other way; e) applicant failed to disclose details to us that were believed to lead to a rejection; f) applicant failed to inform us about any rejections for the account applications at any other banks. We also reserve the right to no issue a refund if client stopped account opening process before bank's decision was issued.

7.  Confidentiality

7.1 Both the Service Provider and the Client shall undertake that, except as provided by sub-Clause 6.2 or as authorised in  writing by the other Party, it shall at all times during the continuance of the Agreement  and for 6 years after its termination:

7.1.1 keep confidential all Confidential Information;

7.1.2 not disclose any Confidential Information to any other party;

7.1.3 not use any Confidential Information for any purpose other than as contemplated by these Terms and Conditions or the Agreement;

7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

7.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 6.1.1 to 6.1.4.

7.2 Subject to sub-Clause 6.3, either Party may disclose any Confidential Information to:

7.2.1 any of their sub-contractors or suppliers;

7.2.2 any governmental or other authority or regulatory body; or

7.2.3 any of their employees or officers or those of any party described in sub-Clauses 6.2.1 or 6.2.2;

7.3 Disclosure under sub-Clause 6.2 may be made only to the extent that is necessary for the purposes contemplated by these Terms and Conditions and the Agreement, or as required by law.  In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential.  Unless the recipient is a body described in sub-Clause 6.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

7.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

7.5 When using or disclosing Confidential Information under sub-Clause 6.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

7.6 The provisions of this Clause 6 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

8.  Variation and Amendments

8.1 If the Client wishes to vary any details of the Schedule he must notify the Service Provider in writing as soon as possible.  The Service Provider shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.

8.2 If, due to circumstances beyond the Service Provider’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately.  The Service Provider shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.

9.  Termination

9.1  Either Party may terminate the Agreement by giving written notice to the other Party if:

9.1.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 5 business days of the due date for payment;

9.1.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 28 business days after being given written notice giving full particulars of the breach and requiring it to be remedied;

9.1.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

9.1.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

9.1.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

9.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

9.1.7 the other Party ceases, or threatens to cease, to carry on business; or

9.1.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement.  For the purposes of this Clause 8, ”control“ and ”connected persons“ shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

9.2 For the purposes of sub-Clause 8.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

9.3 In the event of termination under sub-Clause 8.1 the Service Provider shall retain any sums already paid to it by the Client without prejudice to any other rights the Service Provider may have whether at law or otherwise.

10.  Sub-Contracting

Either Party may sub-contract the performance of any of its obligations under these Terms and Conditions without the prior written consent of the other Party.  Where either Party sub-contracts the performance of any of its obligations under these Terms and Conditions to any person with the prior consent of the other Party, the sub-contracting Party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the sub-contracting Party itself.

11.  Liability and Indemnity

11.1 Except in respect of death or personal injury caused by the Service Provider’s negligence, the Service Provider will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Service Provider’s servants or agents or otherwise) in connection with the performance of its obligations under these Terms and Conditions or with the use by the Client of the Services supplied.

11.2 The Client shall indemnify the Service Provider against all damages, costs, claims and expenses suffered by the Service Provider arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.

11.3 The Service Provider shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Service Provider’s obligations if the delay or failure was due to any cause beyond the Service Provider’s reasonable control.

12.  Force Majeure

Neither the Client nor the Service Provider shall be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

13.  Waiver

13.1 No waiver by the Service Provider of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.  A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.

13.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

14.  Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.

15.  Copyright

The Service Provider reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Services or facilities.  The Service Provider reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.

16.  Notices

16.1 All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

16.2 Notices shall be deemed to have been duly given:

16.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

16.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or

16.2.3   on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

16.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

16.3 Service of any document for the purposes of any legal proceedings concerning or arising out of these Terms and Conditions shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

17.  Law and Jurisdiction

17.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

17.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.