Terms and Conditions of Quality Formations Limited

1. Important Information about these Terms and Conditions

1.1 You must read these Terms in full before purchasing any of our Services and when using our Website. They are a legal contract between you and us which sets out how you may use (i) the Website, (ii) the content on the Website and Social Media, and (iii) the Services. They also explain our respective liabilities and obligations in relation to this.

1.2 You should pay particular attention to the following clauses:

(a) 1.5 (Acceptance of Terms);

(b) 5.5 (No warranties);

(c) 7 (We do not provide professional advice or professional services);

(d) 18 (Variations to Fees);

(e) 21 (Limitation of Liability);

(f) 22 (Indemnities to be provided by you);

(g) 24 (Data Protection);

(h) 25 (Events outside of our control).

1.3 The Terms refer to other documents that will also apply to you and are deemed incorporated into these Terms. These include our Privacy Policy, Cookie Policy, and Complaints Policy.

1.4 We accept orders through the Website, by phone and by email. These Terms apply to all orders.

1.5 If you do not agree to any of these Terms, you should not make a purchase and should stop using the Website immediately. Your continued use of the Website and/or purchase of any products or Services is your acceptance of and agreement to both these Terms and any further terms we bring to your attention before you purchase any products or Services through the Website, by phone, or by email.

2. Meaning of words used in these Terms

2.1 Certain words used within these Terms have specific meanings as follows:

Term Definition
Ancillary Service means any additional service which is offered during the ordering process, including but not limited to:
  • Registered Office Address Service
  • Service Address Service
  • Business Address Service with forwarding of post
  • Confirmation Statement preparation and filing Service
  • Business bank account referral
  • VAT and PAYE registration
  • Business telephony Services
  • Apostilled document Service
  • Full Company Secretary Service;
Business Hours has the meaning given in clause 30.6;
Client unless we decide (in our absolute discretion) that you are an Intermediary, Client means the Corporate Entity to whom we are providing the Services;
Corporate Entity means a company incorporated in the United Kingdom under the Companies Act 2006 (as amended), or a limited liability partnership incorporated in the United Kingdom under the Limited Liability Partnerships Act 2000 (as amended), as applicable;
Information has the meaning given in clause 7.1;
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Intermediary means the person placing the order where they are purchasing any Services from us as principal but for the benefit of their own client. For example, an accountant purchasing Services from us as principal, for the benefit of its own client;
Overseas Compliance Review has the meaning given in clause 10.4;
Overseas Compliance Review Fee has the meaning given in clause 10.5;
Services means the services advertised on the Website as available for purchase, including but not limited to:
  • Company Formation Service
  • Full Company Secretary Service
  • Business Telephone Services
  • Bank Account Referral Service
  • Company Dissolution Service
  • Various one-off filing services as displayed on the Website from time to time
  • Various annual filing services as displayed on the Website from time to time
  • Registered Office Address Service
  • Service Address Service
  • Business Address Service
  • Reserve A Company Name Service
  • Pre-Submission Review
and any Ancillary Services where applicable;
Social Media means any social media pages or profiles owned or operated by us;
Terms means the terms and conditions set out on this webpage;
Transactions means the transactions included as part of the Full Company Secretarial Service, being:
  • Change of company name
  • Change of Registered Office address
  • Change of Accounting Reference Date
  • Change of director or secretary details
  • People with Significant Control filings
  • Notification or change to a Single Alternative Inspection Location (SAIL)
  • Add or remove a guarantor (for companies limited by guarantee)
  • Appointment of director
  • Resignation of director
  • Transfer of shares (up to 2 shareholders)
  • Issue of shares (up to 2 shareholders)
  • Consolidation of share certificates
  • Replace lost share certificates (including indemnity form)
  • Director resolution to add, remove, or change the details of an individual on the company's bank mandate
  • Authorising or de-authorising an individual to act as a signatory
  • Approval of annual accounts
  • Basic director approval to enter into an agreement
  • Basic interim or final dividend approval
  • Dormant company accounts
  • Filing of additional confirmation statement to update SIC codes, statement of capital and/or shareholder list
  • Acquisition by the company of its own shares for no consideration
  • Change of company name
Website means www.qualitycompanyformations.co.uk and all associated webpages;
we, us, our and ourselves are each references to Quality Formations Limited, except where the context requires otherwise;
Working Day means a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business; and
you and your are each references to the user and/or Client and/or Intermediary visiting the Website and/or purchasing our Services as applicable.

3. Information about us and how to get in touch

3.1 This Website is owned and operated by Quality Formations Limited, a private limited company registered in England and Wales under company number 09010176.

3.2 Quality Formations Limited trades as "Quality Company Formations" and "QCF" and has its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

3.3 Quality Formations Limited's VAT number is GB 188 5291 62.

3.4 You can contact us in the following ways:

By email: [email protected]

By phone: 020 3908 0044

Using our online contact form

4. Creating an account with us

4.1 The Website may allow you to create an account with us; for example, this may be required before you can purchase any Services.

4.2 If you create an account, you must keep all login details and passwords strictly confidential and notify us immediately if you suspect a security breach involving your account. You will be liable for all actions taken through your account, whether authorised or unauthorised.

4.3 If you breach any of these Terms, we shall be entitled to disable your login details and/or passwords and prevent you from accessing your account without incurring any liability to you.

5. About our Website

5.1 Our Website is provided for free.

5.2 All terms pertaining to our Website will apply where you visit or use the Website, irrespective of whether you have purchased any Services.

5.3 We will make reasonable efforts to ensure that the Website remains accessible to you. However, since the Website is continually updated and improved, we may alter or remove parts of it - including products, Services, or prices - either temporarily or permanently, without prior notice. By agreeing to these Terms, you acknowledge that we are not liable for any changes or removals that may occur.

5.4 We strive to keep the Website updated, but we cannot guarantee that all information will always be accurate, complete, or up to date. Information may be updated as needed, and we may make changes to the Website at any time without prior notice.

5.5 We do not warrant, represent, or guarantee:

(a) the Website will be uninterrupted, secure, or free from bugs, errors, defects, or viruses, nor that any issues will be corrected;

(b) the Website or the server hosting it is free from viruses or other harmful elements. It is your responsibility to ensure that your IT systems, software, and platform are configured properly to access our Website and to use your own virus protection measures;

(c) the content available on or through our Website is suitable for use or accessible in jurisdictions outside of England and Wales;

(d) the content of the Website in any other way. This includes but is not limited to, the quality, accuracy, completeness, and reliability of the information, content, or materials provided on the Website.

5.6 We may withdraw or suspend your access to the Website at any time, without prior notice or explanation, and without incurring any liability. Additionally, we may update, amend, or remove any Services offered on the Website without prior notice. We will not be liable for any such actions, and if legal changes make any of our Services unlawful or increase our risk, we reserve the right to withdraw those Services or parts of them immediately, without liability.

5.7 You are responsible for ensuring that everyone who accesses our Website through your internet connection is informed of these terms of use and any other relevant terms and conditions, and that they adhere to them.

6. Website Use

User-made Content

6.1 Any content you upload to our Website will be treated as non-confidential and non-proprietary. You acknowledge that comments you post on our Website and/or Social Media may be publicly visible. We do not control or assume liability for how any third party might use this information. You are entirely responsible for safeguarding and backing up your content.

6.2 You retain ownership of all content you provide, but you grant us a free, non-exclusive licence to use, store, copy, distribute, and make your content available to third parties.

6.3 We reserve the right to remove any postings you make on our Website and/or Social Media if, in our sole discretion, they do not meet the following content standards:

content must:

(a) be accurate, genuinely held if an opinion, and legally compliant in all applicable jurisdictions;

(b) respect copyrights and trade marks, and not breach any legal duties or promote illegal activities; and

(c) be free from content that could impair the development of minors or cause harassment, deception, or invasion of privacy.

content must not:

(d) incite violence, discrimination, or criminal behaviour;

(e) promote self-harm, sexually explicit material, or violence;

(f) impersonate others or misrepresent affiliation;

(g) contain illegal content or promote unlawful acts, including terrorism;

(h) be defamatory, obscene, offensive, hateful, or inflammatory; or

(i) include advertising or links to other sites without prior written agreement.

6.4 You warrant that any content you provide will comply with these standards and does not infringe any third party Intellectual Property Rights.

6.5 If you fail to adhere to our content standards, we may also take the following actions:

(a) We may immediately, temporarily, or permanently revoke your access to our Website or Services.

(b) We may pursue legal action to recover costs associated with the breach, including reasonable administrative and legal expenses, on an indemnity basis.

(c) We may take additional legal measures against you.

(d) We may disclose relevant information to law enforcement authorities if deemed necessary or as required by law.

6.6 Please note that we accept no liability for any actions taken in response to violations of the content standards.

6.7 You acknowledge that our Website may feature content uploaded by other users, including links to social media, video-sharing platforms, bulletin boards, and chat rooms. We have not verified or endorsed this information. The opinions expressed by other users do not reflect our views or values. If you wish to report any user-generated content or comments, please contact us.

Use Restrictions

6.8 You must not misuse our Website or services in the following ways:

(a) You must not introduce harmful material such as viruses, trojans, worms, or logic bombs. Unauthorised attempts to access our Website, servers, or databases are prohibited. Denial-of-service attacks, including distributed attacks, are also banned. Violations may constitute a criminal offence under the Computer Misuse Act 1990. We will report such breaches to law enforcement authorities and disclose your identity, resulting in immediate termination of your access to the Website and/or any Services.

(b) You must not conduct, authorise, facilitate or permit text or data mining, web scraping, or the use of automated tools (such as "robots," "bots," "spiders," or similar technologies) to access, copy, or monitor any part of our Website or its data. This includes automated analytical techniques to analyse text and data to generate information. These restrictions are an express reservation of our rights under Article 4(3) of the Digital Copyright Directive ((EU) 2019/790), and we reserve the right to enforce these rights subject to any limitations as applicable under the law.

(c) You must not be under 16 years of age.

(d) You must not use our Website in a way which breaches any applicable local, national, or international laws and regulations. You must not undertake any unlawful or fraudulent activities, including using our services to conceal illegal activities.

(e) You must not use our Website for unethical purposes, to transmit unsolicited advertising (spam), or to upload, download, or use material that does not meet our content standards or harms our reputation.

(f) You must not reproduce, duplicate, copy, or resell any part of our Website without authorisation. Additionally, you must avoid disrupting or damaging any part of our site, related equipment, networks, software, or those used by third parties.

6.9 We reserve the right to take necessary actions if these terms are violated without incurring liability to you, including suspension or termination of access to the Website or Services and potential legal proceedings.

Links

6.10 Our Website contains links to various third party sites and content which you might find useful. However, please note:

(a) We provide these for your convenience and do not endorse them.

(b) We have no control over them and are not responsible for their content including webcasting and transmissions.

(c) We have no liability in respect of the privacy of your personal data on any third party website. Their own privacy policies will apply, and you should ensure that you read the privacy policy in addition to the terms and conditions on every website you visit.

(d) Your use of or interaction with any third party websites or content is at your own risk.

6.11 We are happy for you to link to the Website, but this permission is conditional upon the following:

(a) You own the website on which you are placing the link to our Website;

(b) You do not use the link to suggest any fictitious association, recommendation or approval from us;

(c) The use of the link would not cause us reputational damage;

(d) Your use of the link is fair and legal; and

(e) The website on which you are placing the link complies with the content standards set out in these Terms.

6.12 We reserve the right to withdraw your permission to link to our Website at any time without liability.

7. We do not provide professional advice or professional services

7.1 All content contained on the Website and our Social Media or that is provided in relation to or as part of any Service (Information) is for general information purposes only. It does not constitute legal, accounting or professional advice of any kind.

7.2 By using the Website and/or purchasing any products or Services, you are confirming to us that you fully understand that we are not a legal or other professional practice and that you will not rely on, or base any actions or inactions on the Information as a substitute for advice from a qualified professional.

7.3 You should contact an appropriately qualified professional before purchasing any of our products or Services. We recommend that you do not purchase our Services until you have done so. In any event, you must use all skills, knowledge and judgement available to you to the highest degree possible in connection with any and all content on the Website, Social Media and in any connection with any Services.

7.4 We do not provide bespoke documents. Where any documents are provided as part of or in connection with our Services, these are basic templates which do not reflect your individual needs or circumstances. It is your sole responsibility to ensure that they are appropriate for your requirements.

7.5 For the avoidance of doubt, our Services do not include tax advice, accountancy (including any filing of company accounts which are not dormant accounts) or advisory services, legal advice, auditing or any review or guarantee of the suitability or adequacy of any Services or any part of them in relation to your needs.

7.6 To the fullest extent legally possible, no fiduciary responsibility or duty of care of any kind, including but not limited to, a solicitor-client relationship are created by these Terms, the use of the Website or in the provision of any of the Services, between us and you, or us and any third party.

8. General information regarding our Services

8.1 We will use reasonable care and skill to provide the Services.

8.2 More in-depth descriptions of our Services can be found on the relevant pages of our Website. Where there is a conflict between the description of the Services (including their price) in these Terms and on the Website, the Website will take precedence.

8.3 You must read all tooltip information and information contained on a Service's webpage before purchasing any Service.

8.4 The Services offered may be varied, updated or withdrawn by us in whole or in part without prior notice or liability. We may do this to remain legally compliant, for example.

8.5 We do not provide Services in relation to Scottish Limited Partnerships. Any orders received in relation to Scottish Limited Partnerships will be cancelled and refunded.

8.6 If any of our Services mention third party partners or we offer advertising, referrals, discounts, links, or similar related to third party partners, their terms and conditions will apply. Any referral or similar is provided for your convenience only and you should thoroughly review the applicable terms before proceeding. Additional information about our third party partners is available on our Website.

8.7 If we determine, in our sole discretion, that you are an Intermediary and you have purchased any templates or documents from us, it is your sole responsibility to ensure that your use of the templates or documents does not constitute a breach of the Legal Services Act 2007.

9. Placing an order with us

9.1 Subject to clause 9.10, our Client in respect of any order of Services shall be:

(a) the Corporate Entity which is formed where the order is for formation services; and

(b) the Corporate Entity to whom Services are provided where the order is for Services which are to be provided to a Corporate Entity (e.g. company secretarial services).

9.2 Where an order falls under clause 9.1(a), the following conditions apply:

(a) The individual placing the order agrees that they:

(i) are placing the order on behalf of the Corporate Entity to be formed as a result of the order;

(ii) are acting as an agent for the Corporate Entity to be formed as a result of the order; and

(iii) in accordance with section 51 of the Companies Act 2006, are personally liable for the order as a pre-incorporation contract.

(b) The Corporate Entity formed as a result of the order will be billed for the order as our Client following incorporation.

9.3 By placing an order, you warrant and represent to us that you are authorised, as an agent, to make the order on behalf of the Client and agree that we may treat you as the lead contact for that Client.

9.4 Unless we agree otherwise in writing, our Client shall not be a natural person. If such a person places an order on behalf of a Client, they will be the primary contact for the Client and not the Client itself.

9.5 During the ordering process, you will be offered a variety of Ancillary Services. Before purchasing, you must ensure that you have thoroughly read and understand all the information regarding these options. We highly suggest contacting us if you have any questions about our Services or any part of your order. While we strive to respond to enquiries promptly, we cannot guarantee immediate replies in all cases. You are responsible for obtaining all necessary information from us about the Services you wish to order before finalising your purchase.

9.6 All orders placed via the Website, phone, or email are an offer by the Client to purchase the Services, contingent upon these Terms and our acceptance of the order. We reserve the right to reject, refuse, or cancel any order without providing a reason. If we reject, refuse, or fail to process an order, we will inform you, but we shall not be liable for the rejection, refusal, or failure, except if you have already paid fees for the cancelled order, in which case we will refund those fees.

9.7 We provide our Services strictly on the basis that you have supplied us with accurate and complete instructions and have authorised us to execute those instructions lawfully. You warrant and represent to us that you have this authority and that the information you supply is correct, complete, and not deceptive. You accept full responsibility for any delays or rejections of Services or documents resulting from inaccuracies or incompleteness.

9.8 When orders are placed for our Pre-Submission Review, please note that this review does not include evaluating or inspecting documents uploaded to our Website. Ensuring the completeness, compliance, and accuracy of all such documents before submission is your responsibility.

9.9 You hereby authorise us to file the statutory forms required to implement the Services you have ordered with Companies House as an authorised person on behalf of the Corporate Entity. If any of the Services are cancelled, terminated, or expire due to your failure to make any payments due, you will be solely responsible for all associated costs and losses resulting from this non-payment.

Intermediaries

9.10 We may conclude, in our absolute discretion, that you are an Intermediary. If we do so, the following clauses shall apply such that any order of Services shall be accepted only on the following terms:

(a) Unless we agree otherwise in writing, an Intermediary shall not be a natural person. If a natural person places an order on behalf of an Intermediary, they will be the primary contact for the Intermediary and not the Intermediary itself.

(b) Your cancellation and refund rights are as set out explicitly within these Terms, and the use of our Services in the capacity of an Intermediary shall not entitle you to any additional rights of termination, for example, where you no longer have a relationship with the person for whom you have purchased any Services.

(c) You must provide us with all required documentation and information to assure ourselves that you are registered for anti-money laundering (AML) Supervision. If you do not do so, we will refuse your order and shall have no liability in relation to the refusal, except that we will refund you any pre-payment for the Services.

(d) You must ensure that any information or documents you provide are complete, accurate and given promptly. This is solely your responsibility, regardless of whether the information or documents concern you, or the person or entity you are purchasing our Services in relation to.

(e) You must complete all application forms and questionnaires in relation to the Services.

(f) You must have an active card with sufficient available funds connected to your account at all times, to cover any upcoming payments to be made to us. If you do not do so, this may result in interest being applied and Services being terminated.

(g) You must not create a duplicate account with us and must ensure that any third party for whose benefit you have purchased the Services does not create a duplicate account. We understand that there may be circumstances where you wish to transfer the account from yourself to a third party, and if this is the case, you must contact us to let us know who you would like to transfer the account to and provide us with confirmation from the proposed account holder that they are happy to take on the account. Please note that any transfer may be subject to additional ID and AML checks.

(h) You must ensure that where an address service has been cancelled or terminated, the Corporate Entity for which that service has been purchased ceases to use our address within 14 calendar days of the date that the service was terminated or cancelled. If the Corporate Entity is still using our address after this period, the cancellation shall have no effect and/or the service will be deemed renewed, and you will be liable for payment in full.

(i) When you purchase our Services, unless we have agreed otherwise in writing, our contract is made directly with you. You will be personally liable for the contract for Services, and we will be responsible for ensuring that we provide the Services to you in accordance with these Terms. Please note that we do not owe any obligations, liability or have any responsibility in respect of any third party unless we have agreed otherwise in writing.

(j) We will provide assistance where required in relation to any application forms or questionnaires you are required to complete in connection with the Services, but we cannot fill these out for you.

(k) We will only speak to the named account holder in relation to the account. That is unless you give us authority to speak to someone else. To do this, you will need to contact us in writing to tell us who you would like us to speak to. We must receive this authorisation from you from the email address we hold on file for you, before we can give out any information.

(l) Where you have purchased an address service, and this has been cancelled or terminated, you hereby grant us authority to use the address we have on file for you as the Corporate Entity's new address. This includes where we have ceased to be the registered office of a company, in which case we will submit your address to Companies House.

(m) We do not currently provide white labelling in respect of our Services.

10. Anti-Money Laundering and ID Requirements which must be met before Services can be delivered

ID Checks

10.1 We are governed by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019. By purchasing any Service, you authorise us to perform a digital ID verification check through Equifax, Credas, Creditsafe, or a similar entity to verify your identity and address. You acknowledge and accept that:

(a) this verification must be completed before we can provide any Services;

(b) it may be recorded on your credit file; and

(c) a record of the search will be kept by us.

10.2 If our digital ID verification process fails to verify your identity and address successfully, you will need to provide certified copies of original documents to confirm your identity and address as part of our Anti-Money Laundering procedures. Failure to provide these documents upon request may lead to the cancellation of the Services. You can find more information about the types of documents that we can accept on our ID Requirements page.

Know Your Customer Questionnaire

10.3 We are also required to fulfil 'Know Your Customer' (KYC) obligations. As part of this process, you will need to complete a brief questionnaire regarding your Corporate Entity's business activities and the nature of your business relationship with us. If any of your responses change, you must inform us promptly.

Overseas entities

10.4 Any orders involving an overseas corporate entity will be subject to an additional compliance review, known as an "Overseas Compliance Review." This review is conducted to identify the ultimate beneficial owner(s) of the overseas corporate entity. You will be required to provide all necessary documentation we deem essential to determine the ownership structure and to identify any individuals who need to undergo an identity verification check as mandated by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019. Any beneficial owners identified during this review must complete identity verification in line with these Terms.

10.5 The Overseas Compliance Review will be subject to an additional fee, calculated at an hourly rate of £110 plus VAT, and is charged in 15-minute increments, with a minimum charge of £27.50 plus VAT per incorporation (referred to as the "Overseas Compliance Review Fee"). You consent to have this fee automatically charged to the payment card details we have on file upon completion of the review. This fee is non-refundable, regardless of whether we are able to verify the identity of the ultimate beneficial owner(s) of the overseas corporate entity. However, the fee for the Corporate Entity formation package will be refunded according to these Terms.

Ongoing Monitoring

10.6 Where we provide ongoing Services, we are required to conduct periodic due diligence checks on our Clients, which include reviews of companies, officers, shareholders, and beneficial owners. If these checks reveal any illegal or unethical activities, we reserve the right to terminate our Services immediately, without notice or liability, including any obligation to provide a refund.

Authentication Code

10.7 When you purchase our Services, you agree to provide us with the Corporate Entity's authentication code, if applicable. Your purchase authorises us to request this code from Companies House or to obtain it from any documents or correspondence we have on file or receive related to your Corporate Entity. Failure to supply a valid authentication code may prevent us from delivering the Services.

10.8 Should we proceed with providing Services without having received the authentication code, we have the right to cancel the Services without notice or liability due to our inability to perform required ongoing monitoring under Money Laundering Regulations. In such cases, no refunds will be issued for any Services, or parts thereof, that are cancelled as a result.

Information Requests

10.9 We reserve the right, at our sole discretion, to request from you any documents, information, or evidence we deem necessary to ensure compliance with the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and all related laws, codes, and regulations. If you fail to provide the request materials as outlined in this clause, we may immediately terminate any and all Services, in whole or in part, without liability.

11. Our Full Company Secretary Service

11.1 This service includes:

(a) Monthly guidance notes (one each month) covering topics we select, based on what we consider, in our sole discretion, to be helpful for managing a Corporate Entity;

(b) Ongoing maintenance of your Corporate Entity's registers and minute books, which will include, but is not limited to, the Register of Members, Register of Charges (for charges created before 6 April 2013), Register of Directors, Register of Directors' Usual Residential Addresses, Register of People with Significant Control, and Register of Secretaries;

(c) We will provide company secretarial advice and support as needed, including tasks such as preparing board minutes in relation to a maximum of 15 Transactions per year.

11.2 Our annual fee is £149.99 plus VAT. If you need any extra company secretarial services beyond what is set out in clause 11.1 above, we will charge you an additional amount based on our standard rates.

11.3 The Full Company Secretary Service will automatically renew after 12 months unless we receive written notice from you that you do not wish to continue with it.

11.4 Where you do not wish to renew the service, or it is terminated for whatever reason, we shall:

(a) Send you a letter confirming that our services have been officially terminated; and

(b) Provide an electronic copy of the Corporate Entity's registers, upon request, provided that the request is received by us within one month after the service has ended or been terminated.

11.5 If you have requested us to submit a Companies House form that incurs a filing fee and Companies House rejects the application for any reason, you will not be entitled to a refund of the Companies House fees or any transaction fees related to that rejection.

11.6 The provision of this service by us does not:

(a) relieve the directors or LLP Members (as applicable) of your Corporate Entity from their statutory duties under the Companies Act 2006. It is still the responsibility of the directors or LLP Members (as applicable) to ensure that all statutory registers accurately reflect the status of your Corporate Entity; or

(b) free you from your responsibility to submit documents to Companies House or HMRC on time. While we might send reminders about filing deadlines, it is ultimately your duty to determine the timing and content of your submissions. We are not liable for any issues related to when or what should be filed.

11.7 You must provide us with all necessary details about transactions or changes related to your Corporate Entity that require updates to the statutory registers. If we do not receive this information or are not notified of changes, we will not be liable for any delays that occur. Additionally, if additional work is needed to address issues caused by incomplete or incorrect information, or some other action or inaction on your part, we may charge you an extra fee to cover these costs.

11.8 You agree that it is the responsibility of the directors or LLP members (as applicable) to promptly provide us with all necessary information for making filings at Companies House and for maintaining the Corporate Entity's registers. We will notify you as soon as reasonably possible if we need any information or actions from you to deliver our service.

11.9 We will send any transactional documents you request to the designated person(s) electronically via DocuSign for signing. By purchasing the Full Company Secretary Service, you are confirming that your Corporate Entity allows for documents to be executed electronically. If this is not the case, you must inform us in writing immediately.

11.10 We will provide electronic copies of executed share certificates or membership certificates (as applicable) after any transaction for which we have prepared the documentation. We recommend circulating only hard copies of these certificates.

12. Formation Services

12.1 You are not eligible to use this service if:

(a) You are under the age of 16. UK regulations state that individuals must be at least 16 years old to register a Corporate Entity or to serve as a director, company secretary, or LLP member. Those under 16 may only hold shares in private companies limited by shares.

(b) You are an undischarged bankrupt. UK law prevents undischarged bankrupts from registering a limited company or taking on roles such as director or company secretary. They can only hold shares in private companies limited by shares.

(c) You are currently listed on the Disqualified Directors Register. If you are subject to a disqualification order and have not yet completed the ban, you are prohibited from registering a Corporate Entity or acting as a director, company secretary, or LLP member unless you have obtained permission from the Court. Such individuals are limited to holding shares in private companies limited by shares.

12.2 To provide this service, we use secure electronic filing systems provided by Companies House and other third party providers. When you register a Corporate Entity through us or authorise us to file information on your behalf in relation to a Corporate Entity, you agree that all submissions will be made through these electronic filing platforms.

12.3 If you have met all the necessary requirements for company registration, Companies House typically completes the incorporation process within about 24 hours (Monday to Friday, excluding weekends). However, processing times may vary depending on Companies House's workload. Please note that we have no control over this timeframe and, as such, we cannot be held liable for any delays.

12.4 We cannot guarantee that your Corporate Entity application will be approved on the same Working Day that you place your order. If same-day incorporation is crucial for you, we advise selecting the Guaranteed Same-Day Service, which can be added as an Ancillary Service on our checkout page until 3pm, Monday to Friday. Please be aware that even with this service, unforeseen circumstances beyond our control might still cause delays. In such cases, we will not be responsible for any delays or failures in incorporating your Corporate Entity.

12.5 Once Companies House confirms successful incorporation, your new Corporate Entity will be ready to trade immediately. You will receive a Certificate of Incorporation along with other formation documents and the services outlined in the incorporation package you selected on our Website. You are responsible for storing all certificates and documents securely and ensuring they are properly backed up.

12.6 You may add Ancillary Services to your Corporate Entity formation package before incorporation or purchase them separately for an existing Corporate Entity after it has been incorporated.

12.7 By purchasing this service, you authorise us to act on behalf of the Corporate Entity to submit all necessary statutory forms to Companies House. This authorisation allows us to file these documents as an official representative of the Corporate Entity - an "authorised person" as referred to by Companies House.

12.8 You are fully responsible for verifying that the Corporate Entity name you select is available for registration and legally permissible for your use.

12.9 If we are unable to submit your Corporate Entity application to Companies House due to missing or incorrect information, or if additional details are required, we will (in our sole discretion) either:

(a) attempt to contact you to gather the necessary information; or

(b) use the information we already have on file to proceed with the incorporation.

12.10 If we cannot resolve any issue in connection with clause 12.9 within 7 days of placing your order, we may remove your Corporate Entity application details from our system without liability. In such cases, you will not be eligible for a refund.

13. Confirmation Statement Service

13.1 If you have purchased a confirmation statement service, we will email you to request details about your Corporate Entity so we can file your confirmation statement. If you do not provide the necessary information within a reasonable timeframe, no confirmation statement will be filed, and we will not be liable for any resulting losses of whatever nature.

14. Address Services

14.1 An address service cannot be shared among multiple Corporate Entities. To get address services for more than one Corporate Entity, you must purchase a separate address service for each entity.

14.2 If you use any of our address services, you permit us to handle your post, where we accept, open, sort and forward all of the post for you.

14.3 If your account has a negative balance, we reserve the right to withhold any post related to our address services until the outstanding balance, including any accrued interest, is fully paid. You will receive an email notification if we need to hold your post due to a negative account balance. The post will be held for up to 30 days. If the balance remains unpaid after this period, we will, at our sole discretion, either return the post to the sender or destroy it if returning it incurs a charge. You will still be responsible for any outstanding payments, even if the post is destroyed.

14.4 If we receive post that has been returned after being forwarded to the address we have on file for you, we will contact you to verify the forwarding address. Any returned post that needs to be resent will incur a charge, calculated at Royal Mail postal rates plus 15%, unless the error is found to be on our part. If we do not receive a response from you within 14 days, the unclaimed post will be securely disposed of.

14.5 We cannot accept or handle parcels that weigh more than 5 kg or exceed 500 x 500 mm in dimensions.

14.6 Where our digital mailroom is used:

(a) we will forward any post containing a cheque, bank card, or other valuable items, as well as any post larger than A4 size, to you by physical post.

(b) the cost of forwarding is based on Royal Mail postal rates plus a 15% handling fee.

(c) all hard copy originals will be securely stored for up to 7 calendar days. During this period, you can request forwarding of your post by Royal Mail post. After 7 calendar days, any unclaimed post will be securely destroyed.

14.7 Where you have opted to use mail forwarding by post, you acknowledge that we may address the post to any of your company directors. In addition, to mitigate the risk of any failed delivery attempts, we may add a telephone number to the address label. Where we do this, the telephone number to be applied to the label will be the number that we have on record for you, and you must provide assistance to any courier or postal service that contacts you to facilitate delivery.

14.8 We will require advance payment in relation to:

(a) forwarding post or parcels by courier; and

(b) Royal Mail Special Delivery, International Signed For, International Tracked, and International Tracked & Signed services.

14.9 Accepting these Terms allows us to charge your payment card details stored on our system. Once payment is received, we will send you a receipted invoice. A 15% handling fee applies to all courier deliveries.

14.10 If we encounter issues delivering post or require advance payment but are unable to process it, we will contact you via email, telephone, or post to request your assistance. Should we not receive a response within 30 days, we reserve the right to either return the item to the sender or dispose of it, as deemed appropriate by us.

14.11 We may terminate any address services immediately if we believe your actions or our association with you have harmed or could harm our reputation or business. In such cases:

(a) no refund will be provided, and we shall have no liability to you;

(b) we will remove our address from Companies House records and replace it with your residential address or another address you have previously provided;

(c) if you are a non-UK resident without a UK address, we will apply to Companies House using form RP07 to remove our address; and

(d) any new or replacement address will be registered with Companies House and made publicly available.

14.12 If you use any of our address services for more than 14 days after the service has been terminated, the address service will be considered renewed and you must pay the full amount for the service.

14.13 You must not use our registered office address for business purposes unless you have an active business address service. Any business post received for Corporate Entities without an active business address service will be held for up to 30 days. The post will be returned to the sender if a business address service is not purchased within that time.

14.14 Where you purchase a registered office address service or a service address service, the following terms will also apply:

(a) you are authorising us to act as your filing agent and update your registered office and/or service address details at Companies House.

(b) It is your responsibility to ensure that your Corporate Entity's address is correctly updated on Companies House. If you do not select an address service as part of your incorporation package, we will not be responsible for or liable for any issues related to updating your Corporate Entity's addresses with Companies House.

(c) you must provide us with your Corporate Entity's Companies House authentication code. If you do not, we will not be able to update your address(es) at Companies House.

(d) our digital mailroom service will be used to store and forward your post. This means that all post from the UK government and any Court documents sent to our address will be securely opened and scanned by our automated equipment. A copy will then be emailed to you.

(e) additionally, an electronic copy of your government post will be accessible in your Quality Formations online customer account for viewing, downloading, or printing. The original hard copy post will be securely stored for 7 calendar days, during which you can request it be forwarded to you via Royal Mail. After this period, any unclaimed post will be securely destroyed.

(f) cheques from official government bodies will be forwarded to you by post.

(g) we will not forward general business post (non-statutory). If you require this function, you must purchase our business address service.

14.15 If the payment for renewing your service is not received by the date which is 1 year from the date on which the previous payment was made, or if the required ID is not provided, we are authorised to immediately change the registered office address of your Corporate Entity to your residential address or any other address you have previously provided. The updated address will be submitted to Companies House and appear on the public record. For non-UK residents without a UK address, we will submit form RP07 to Companies House to remove our address where applicable.

14.16 When you purchase our registered office address service, it includes mail forwarding for official government correspondence and Court documents from UK authorities. However, please note that this service does not function as a trading address and should not be used as the primary business address (i.e. 'principal place of business') for VAT registration purposes.

14.17 Our service address service includes mail forwarding for official UK government correspondence and Court documents for Corporate Entity officers. It does not provide a trading address and should not be used as the primary business address (i.e. 'principal place of business') for VAT registration.

14.18 Our business address service includes mail forwarding for all types of correspondence except those from official government agencies, which are covered exclusively by our registered office service and service address service. This service does not provide a trading address and should not be used as your primary business address (i.e. 'principal place of business') for VAT registration.

14.19 The following additional terms will apply to our business address service:

(a) each Corporate Entity is allowed a maximum of one additional trading name, provided it is not the name of another Corporate Entity or associated with another Corporate Entity. Post addressed to trading names not previously approved by us will be returned to the sender. To have post forwarded for any additional trading names, you must first obtain our agreement.

(b) you will be offered the choice between scan and email delivery or mail forwarding by post. After your purchase, we'll send you an email to select your preferred delivery method. If you do not respond to this email, our digital mailroom service will be used by default. If you choose mail forwarding by post and we need to forward a bank card outside the UK, it will be sent via Royal Mail International Signed or International Tracked, with charges based on the available service for the destination country.

(c) If we receive a parcel for you with a forwarding address outside the UK, you permit us to open the parcel to estimate its value, which is necessary for completing the CN22 customs form. If we are unable to determine the value accurately, we will contact you for this information and will only forward the parcel once we receive your response. You warrant that any information you provide about the parcel’s contents is accurate and not misleading and that the contents comply with legal and ethical standards in both the UK and the destination country. If we do not hear from you within 30 days regarding the parcel’s value, we will return it to the sender.

15. Bank Account Referrals and Cashback Scheme

15.1 By requesting a bank account through our bank account referral service, you confirm that we may pass your details to the bank on your behalf and that the bank may contact you directly regarding your request.

15.2 The success of all business bank account applications depends on the applicant's status; therefore, we cannot guarantee that an account will be approved. We have no control over this, and the bank's own terms and conditions will apply.

15.3 If you request a bank account through our referral service on behalf of a third party for whom you are applying to form a Corporate Entity, you warrant and represent to us that the third party has agreed to have their details submitted on their behalf to the bank account provider and to be contacted directly by the bank.

15.4 We may, at our discretion, offer a cashback incentive scheme to Clients who open a Revolut business bank account using a referral link we have provided.

15.5 The amount of cashback you may qualify for depends on the business account type and your residential status. Potential entitlements are set out in the following table:

Country of Residence Free Account Grow Account Scale Account
UK/USA/DE/NL £30 £150 £150
FR/ES/IE/PT/PL/LV/LT/RO/BG/EE £30 £50 £80
DK/SE/NO/FI £30 £80 £150
IT £30 £80 £80

15.6 We may vary the amount of cashback which may be applicable at any time without notice and without liability to you.

15.7 We may determine your country of residence based on the residential address of the individual applying for the bank account, and our decision on this matter will be final.

15.8 To apply for cashback, you need to fully complete a cashback request form, including all necessary details. By doing so, you confirm that the information provided is accurate and truthful, and that you have the authorisation from the business bank account owner to submit the form.

15.9 We are entitled refuse your application for a cashback payment where any of the following apply:

(a) You have opened a personal bank account instead of a business bank account;

(b) We are unable to confirm that your business account is active;

(c) You did not use our referral link to apply for the bank account;

(d) Your account balance is less than £5;

(e) Your application is submitted more than 90 days after opening the business bank account;

(f) You have violated any of our Terms;

(g) You have previously claimed cashback from us;

(h) You have outstanding payments due to us for any Services;

(i) We have reasonable grounds to believe your application is misleading or fraudulent;

(j) Revolut is no longer our partner; or

(k) We determine, at our sole discretion, that there is another valid reason to refuse the application.

15.10 All successful cashback payments will be deposited directly into your Revolut business bank account using the bank details provided on your cashback application form. Payments will not be made to any other bank account or third party.

15.11 We reserve the right to modify, pause, or cancel the cashback offer, or any portion of it, at any time, whether before or after your cashback application has been submitted, without prior notice and without any liability to you.

15.12 You acknowledge that any right you have to receive a cashback payment will immediately end if any of the following situations occur:

(a) We are unable to make cashback payments for whatever reason;

(b) We cease business operations; or

(c) We experience any event connected to insolvency, administration, receivership or winding up.

15.13 Participation in any cashback incentive scheme does not ensure the approval of your business bank account application with Revolut. You confirm that you understand and agree that we have no control over Revolut's application process.

16. Business Telephone Service

16.1 The Business Telephone Services, including the Business Telephone Number and Bespoke Telephone Answering services (as updated from time to time) may be provided by us or our sister company, Bizik Ltd (company number 15280068) ("Bizik").

16.2 We will clearly state upon ordering the relevant services whether they will be provided by Bizik or us.

16.3 If they are to be provided by Bizik, we will act as a referrer only and you must accept Bizik's terms and conditions in order to receive the services.

16.4 If they are provided by us, the following terms apply:

(a) The business telephone number included within the services is not owned by us.

(b) If you wish to use or transfer the telephone number after the service has expired, you will need to contact the provider directly.

17. Fees

17.1 The cost of any Service you purchase from us is displayed under the relevant service option that you choose on our Website. If you place an order by phone or email, we will confirm the price with you before the order is finalised.

17.2 We typically charge you at the time you place your order. However, we collect payments for certain Services at regular intervals. In respect of these Services, we charge using a continuous payment authority. This applies to renewable Services and mail forwarding Services. By purchasing such Services, you are granting us continuous payment authorisation for the card used to purchase the original Service (or an alternative card, if provided), in respect of:

(a) All fees due for renewable Services.

(i) Such fees will be charged to the card initially used to purchase the Service unless an alternative card has been provided.

(ii) Payment will be taken on the expiration date of the service period.

(iii) We will always notify you in advance of our intention to take payment, giving you the right to cancel the service.

(iv) If you wish to cancel, you must send notice, in accordance with these Terms, to [email protected], and we must receive this notice before the renewal date for the Services. If we do not receive the notice prior to the renewal date you will be charged.

(b) Delivery costs in relation to mail forwarding Services.

(i) All handling fees, postage, courier and similar costs will be charged to the card initially used to purchase the Service unless an alternative card has been provided.

(ii) Payment of aggregated fees and costs will be taken on a monthly basis.

(c) Companies House fees where they have increased.

(i) These will be charged on or after the effective date of the price increase.

17.3 You must ensure that your account has an active card with adequate available funds when payments are collected. Failure to meet this requirement will result in interest charges as detailed in these Terms, and the associated Services will be terminated immediately.

17.4 Unless expressly stated otherwise, all prices exclude VAT, which you will be responsible for paying at the prevailing rate on the date of purchase.

17.5 Should the VAT rate change between your order date and the date we deliver the Services, we will update the VAT charged to reflect the new rate, unless you have already made full payment before the rate change is applied.

17.6 Subject to any variations or additional fees permitted by these Terms, the total purchase price, including VAT (if applicable), will be shown in your shopping cart before you confirm your order. This total price does not cover the Companies House fee, which you must pay separately unless it is explicitly stated to be included.

18. Variations to Fees

18.1 We retain the right to alter the prices of any Services without advance notice or explanation. While we strive to keep all prices on the Website accurate, any significant errors will result in the transaction being cancelled, and you will be refunded.

18.2 If you have purchased a renewable service and Companies House fees rise before or on the date your application/filing is submitted, we are entitled to recover the additional fee from you by charging the card we have on file. This adjustment will be made before the relevant filing/application is submitted. The increased fee will also apply to all future renewals of the service and will be included in the subscription price at your next renewal.

18.3 For a one-time service purchase, if Companies House fees increase, we will pass this additional cost on to you. We will charge you the difference between the Companies House fee at the time of your purchase and the fee at the time your application/filing is made, using the card we have on file.

18.4 Clauses 18.2 and 18.3 apply to all Services, regardless of whether the Companies House fee is included. For Services where the fee is stated to be included, references to this fee pertain to the Companies House fee at the time of your purchase. We reserve the right to charge for any increase in the fee as outlined above.

18.5 If we do not receive payment in respect of an increase in fee, we are not obligated to provide any further part of the Service and will not be liable for any consequences or damages related to this.

19. Late Payments

19.1 If we are unable to collect a payment that you owe us, we may apply interest on the overdue amount at a rate of 4% per year above the Bank of England base rate in effect when the interest is charged. However, if the base rate is below 0%, the interest rate will be 4% per year.

19.2 This interest will accrue daily from the due date until the overdue amount is paid in full, regardless of whether this occurs before or after a judgment.

19.3 You are responsible for paying both the overdue amount and the accrued interest.

20. Refunds

20.1 The following rights to a refund are given in addition to any other specific refund rights outlined in these Terms, but will at all times be subject to any exclusions specified within these Terms.

Ancillary Services

20.2 If you purchase an Ancillary Service and later decide to cancel, you are entitled to a full refund of all fees paid, provided we have not yet begun work on the Ancillary Service, and you notify us of your cancellation within 14 calendar days from the date the Ancillary Service was purchased. Refunds will not be issued for cancellation requests made after 14 calendar days from the purchase date, or if we have already undertaken work on the Ancillary Service.

20.3 You will not be eligible for a refund if we cancel an Ancillary Service due to your failure to provide the required proof of ID and proof of address, as stipulated by these Terms and necessary to comply with current Anti-Money Laundering regulations and KYC requirements.

Formation Services

20.4 If you purchase an incorporation package and we receive your notice to cancel before we have submitted the Corporate Entity details to Companies House and within calendar 14 days from the date you purchased the service, we will refund a portion of the fee you paid, as determined by us, taking into account the work we have already completed.

20.5 Once the Corporate Entity incorporation application has been submitted to Companies House, you will not be eligible for a refund, even if your application is rejected.

Address Services

20.6 If you purchase an address service (registered office address service, service address service, or business address service) and decide to cancel:

(a) If the order has not yet been processed or we have not yet begun setting up your address service(s), you will be entitled to a full refund of the payment made to us, provided you notify us of your intention to cancel within 14 calendar days from the date you purchased the address service. No refund will be given if your cancellation request is received later than 14 calendar days from the date of the purchase, or if we have already started any work.

(b) If we have processed your order and begun setting up your address service(s), you are entitled to a refund of all payments made, minus a £10.00 plus VAT administration fee per address service, provided you notify us of your intention to cancel within 14 calendar days from the date you purchased the address service. No refund will be given if your cancellation request is received later than 14 calendar days from the date of the purchase.

20.7 If you request a refund within 14 calendar days of purchasing an address service, but your Corporate Entity continues to use our address for more than 14 calendar days after the purchase date, the address service will be considered to have been used. As a result, you will not be eligible for a refund.

All Services

20.8 You will not be eligible for a refund if we cancel any Service due to your failure to provide any information we have requested in relation to Anti-Money Laundering regulations and KYC requirements.

21. Limitation of Liability: Please review this clause carefully.

General

21.1 References to liability in these Terms includes every kind of liability arising under or in connection with them including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

21.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, for fraud or fraudulent misrepresentation and for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

21.3 We shall not, in any circumstance, be liable for any of the following losses:

(a) Indirect, consequential or special losses;

(b) Loss of sales or business;

(c) Loss of agreements or contracts;

(d) Loss of profits;

(e) Loss of anticipated savings;

(f) Loss of, or damage to, goodwill;

(g) Loss of use or corruption of software, data or information.

21.4 So far as is legally possible, we exclude all implied conditions, warranties, representations, or other terms that may apply to:

(a) our Website or any content on it;

(b) our Services; and

(c) any Ancillary Services.

21.5 Neither us, our agents, employees, contractors, nor subcontractors, shall have any liability in relation to any losses of whatever nature incurred by you or any third party, whether directly or indirectly, in connection with:

(a) your failure to take advice from an appropriately qualified professional before purchasing any of our products or Services or making use of them;

(b) any alteration, addition, completion or filing of any template, document or other material available in connection with the Services and/or through our Website, whether by you or any third party;

(c) any third party services;

(d) any use or inability to use, unsuitability of, reliance on or errors in any template, document or other material available in connection with the Services and/or through our Website; or

(e) errors or omissions in documents or information that you upload or provide to us, or any required documents that you fail to upload to our Website or fail to provide to us in connection with the Services.

Liability in respect of the Services

21.6 Subject to clause 21.2, our total liability concerning any breach of these Terms or any representation given in connection with providing our Services to you, whether in contract, tort (including negligence) statute or otherwise, shall be limited to the higher of (1) £200 and (2) the total annual fee which has been paid by you for the Services and any Ancillary Services, excluding both Companies House filing fees and any postage fees.

21.7 When providing the Services to you, additional assumptions, caveats, and disclaimers may apply. We will draw your attention to these, and, for the avoidance of doubt, they will be legally binding, such that we shall have no liability for any losses of whatever nature that you may suffer as a result of failing to read, understand, and take them into account.

21.8 Where we use third party services or suppliers to provide or assist us in providing the Services, e.g. ID verification providers, we shall have no liability in relation to any losses caused directly or indirectly by any delay, failure, errors, or similar in respect of any of the third party services.

21.9 We shall have no liability where you have provided us with incorrect or inaccurate information (including where you have omitted any information) and we have relied upon this to provide the Services.

21.10 With regard to any company formation service, we shall not be liable in respect of:

(a) any failure by the Corporate Entity to meet any of its statutory requirements;

(b) any rejection by Companies House of a formation application which is caused, directly or indirectly, by you having provided us with erroneous information or by you having omitted to inform us of all relevant information and circumstances which may affect the application;

(c) any issues with regard to your choice of name for the Corporate Entity;

(d) any rejection by Companies House of a formation application or any issues which arise as a result of the unlawful or prohibited appointment of any person; or

(e) where the Corporate Entity is struck off or otherwise removed from the Register of Companies as a result of the termination or expiry of the Services or for any other reason which is not within our control.

21.11 With regard to any reservation of company name service, we shall not be liable in respect of:

(a) any issues with regard to your choice of name for the Corporate Entity; or

(b) any change of the Corporate Entity's status from "dormant".

21.12 With regard to the Full Company Secretary Service, we shall not be liable in respect of:

(a) your use of email or other electronic communications to circulate any documents relating to the Corporate Entity;

(b) your failure to comply with any obligations or duties imposed on you and/or any officer of the Corporate Entity under statute or otherwise, including but not limited to those in relation to the delivery of documents or filings to Companies House or HMRC; or

(c) the determination of the timings of any filings or their content; or

(d) any fines or penalties imposed on the officers of the Corporate Entity in respect of a breach of the Companies Act 2006 arising from any late or missed filings, where you have not provided us with the information required to submit such filings a reasonable time prior to the filing deadline.

21.13 With regard to any address service, we shall not be liable in respect of:

(a) any strike-off action taken or proposed to be taken against the Corporate Entity where we file form RP07 with Companies House;

(b) any post which is not successfully delivered to our offices;

(c) any post after we have passed it to Royal Mail, courier or other delivery service for forwarding to your nominated address; or

(d) any act, omission, neglect, or delay by us, or our employees or agents, in the process of receiving, sorting, and forwarding post.

21.14 Bank account referrals are purely an introduction to the bank, and we shall have no liability if you are not provided with a bank account.

Liability in respect of the Website

21.15 Subject to clause 21.2, our total liability in relation to your access to, and use of, the Website shall be limited to £200.

21.16 To the fullest extent lawfully possible, we exclude any and all liability to you of whatever nature that may arise from your access to, use of, inability to use, or reliance on the Website or any content displayed within it.

22. Indemnities to be provided by you

22.1 You shall indemnify us, our employees, officers and agents against all liabilities, costs, expenses, damages, losses (including but not limited to any fines relating to a breach of the Companies Act 2006, and all interest, penalties and legal costs, calculated on a full indemnity basis), and all other reasonable professional costs and expenses suffered or incurred by us arising, directly or indirectly, out of or in connection with:

(a) any failure of the directors to comply with the obligations imposed on officers of the Corporate Entity under the Companies Act 2006;

(b) any failure of the directors to provide the information to make any required filings with Companies House promptly;

(c) any breach of any warranty or representation to be given by you contained within these Terms;

(d) your non-compliance with clause 7.3; and

(e) any unauthorised use of your account.

22.2 This indemnity shall not apply to the extent that a claim under it directly results from our negligence or wilful misconduct.

23. Intellectual Property Rights

23.1 We own or licence all Intellectual Property Rights:

(a) in our Website and all material contained on or within it; and

(b) arising out of or in connection with the Services;

except for any Intellectual Property Rights in any materials provided by you in relation to which you have not granted us a licence in accordance with these Terms.

23.2 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the purpose of providing the Services to you.

Intellectual Property Rights where you upload content to the Website

23.3 By uploading or posting content to our Website or Social Media, you grant us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, create derivative works from, display, and perform that user-generated content. This licence covers its use in connection with the Services advertised or provided on the Website, across various media, and for promoting the Website or the Services offered through it.

23.4 You acknowledge and accept that:

(a) We have the right to reveal your identity to any third party who alleges that content you have posted or uploaded to our Website or Social Media infringes on their Intellectual Property Rights or their right to privacy;

(b) You are allowed to view, copy, and print excerpts from this Website solely for your personal use. All rights, including Intellectual Property Rights, will remain with us and will not be transferred to you;

(c) You are prohibited from altering any paper or digital copies of materials you have printed or downloaded, and you must not use any illustrations, photographs, video or audio clips, or graphics independently of the accompanying text;

(d) You must always credit us (and any identified contributors) as the authors of the content on our Website, unless the content is generated by users;

(e) You must not resell any materials from the Website, except as explicitly permitted with respect to any product or Service you have purchased. This permission must either be explicitly granted by us or be a necessary feature of the product or Service; and

(f) If you print, copy, download, share, or repost any part of our Website in violation of these Terms, your right to access and use our Website and Services will be immediately revoked. You must, at our discretion, either return or destroy any copies of the materials you have created and promptly reimburse us for any financial gains resulting directly or indirectly from your breach of these Terms.

24. Data Protection

24.1 We will process personal data in accordance with our Privacy Policy, which is incorporated into these Terms.

24.2 You must ensure that you have read and understood our Privacy Policy on your first visit to the Website and before you purchase any products or Services.

24.3 Please note that there are services advertised on the Website which are provided (wholly or partly) by third parties rather than us. Where you request or use any of these services or any third party functions associated with them, you acknowledge that your personal data will be shared with such third parties.

24.4 For identity verification purposes, Equifax, Credas, Creditsafe, or other similar third party providers may cross-check the information you provide against their accessible databases (public or otherwise). These providers may also use your details for future verification.

24.5 Where you provide us with the personal data of a third party, you represent and warrant to us that sharing such data with us constitutes a lawful transfer, that you have obtained all necessary consents from the third party, and that you have provided the third party with a copy of our Privacy Policy.

25. Events outside of our control

25.1 This clause shall not apply in the event that Companies House increases its fees.

25.2 We will not be liable or responsible for any failure to perform or delay in performing any of our obligations under these Terms in relation to any Services you have purchased that is caused by any act or event beyond our reasonable control.

25.3 If an act or event beyond our reasonable control takes place and affects the performance of our obligations under these Terms:

(a) We will notify you as soon as reasonably possible; and

(b) Our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for a reasonable period and in any event until the act or event beyond our reasonable control has ceased.

25.4 If the act or event beyond our reasonable control continues for more than 14 Working Days, either of us has the right to terminate or cancel any Services which have been purchased.

25.5 If any Services have been terminated or cancelled in accordance with clause 25.4, we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the act or event beyond our reasonable control. For the avoidance of doubt, you will remain liable for all fees in relation to any portion of Services which have been provided to you.

26. Complaints

26.1 If a problem arises or you are dissatisfied with the Services, you can submit a complaint by following the instructions set out in our Complaints Policy.

27. Confidentiality

27.1 We each undertake that we will not at any time during the Contract, and for a period of 2 years after termination or expiry of the Services, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 27.2.

27.2 We may each disclose the other's confidential information in the following circumstances:

(a) where required by law, a court of competent jurisdiction or any governmental or regulatory authority; and

(b) to our respective employees, officers, representatives, subcontractors or advisers, but only if they need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under these Terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with the confidentiality obligations set out in this clause.

27.3 Each of us may only use the other's confidential information to fulfil our respective obligations under these Terms and may not use it for any other purpose.

28. Variations to these Terms

28.1 We may amend these Terms at any time to reflect updates to our practices. Whenever you wish to use the Website or make a purchase, please check these Terms to ensure you are aware of and understand the most up to date version of them.

28.2 Where changes to the Terms have been made, your continued use of the Website, products or Services will be deemed acceptance of these changes.

29. Termination of Services

29.1 We reserve the right to terminate any of our Services, in whole or in part, without liability to the Client and effective immediately upon providing notice, where any of the following apply:

(a) where any payment due in respect of the Services is not paid on time;

(b) the Client does not, within a reasonable time of us asking for it, provide us with information, cooperation, or access that we need to provide the Services or any part of them;

(c) The Client breaches any of these Terms and, if the breach is remediable, fails to remedy it within 14 days of notification from us;

(d) The Client suspends or threatens to suspend debt payments, or is unable to pay its debts as they become due;

(e) The Client has not complied with applicable laws;

(f) The Client suspends, threatens to suspend, ceases, or threatens to cease, all or a substantial part of its business operations;

(g) The Client or you (if different) fail to adhere to our KYC and Anti-Money Laundering procedures and policies. This shall include where the Client or you have failed to provide any information requested in accordance with clause 10.9;

(h) We determine, at our sole discretion, that any association with the Client or any affiliated director, shareholder, or representative poses a risk to our reputation; or

(i) We are legally required to terminate the provision of Services.

29.2 Furthermore, unless explicitly stated otherwise in these Terms, we reserve the right to terminate the Services at any time and at our sole discretion without incurring any liability to you.

29.3 Without prejudice to any of our other rights of termination, if you have purchased a package which contains a range of different Services, we reserve the right to immediately terminate or cancel any such Services, or parts thereof, if providing or continuing to provide them would risk an unlawful action or a breach of our compliance policies on our part. If this happens, we may, at our sole discretion, decide to offer you a refund which is proportionate to any Services you have paid for and not received.

29.4 The Client has the right to terminate any renewable Services by providing us with 30 days' written notice. In the event that the Client exercises this right of termination, they will not be eligible for any refund, whether in whole or part.

29.5 Nothing in this clause purports to negate or limit any other termination rights contained within these Terms.

30. Rules relating to Notices

30.1 Any notice or other communication given by one of us to the other under or in connection with these Terms must be in writing, signed by the party sending it, written in English and sent by hand delivery, first class pre-paid post (or special delivery service) or email to the addresses set out in clauses 30.3 or 30.4.

30.2 When we refer to "in writing" in these Terms, this includes email.

30.3 Where first class pre-paid post (or special delivery service) or hand delivery is used, any notices must be addressed to:

(a) Us at: FAO The Directors, Quality Formations Limited, 71-75, Shelton Street, London, England, WC2H 9JQ.

(b) You at: FAO [Your Name] at your Corporate Entity's registered address, or if there is no registered office address, the residential address you have provided to us.

30.4 Where notices are being sent by email, they must be sent to:

(a) Us at: [email protected].

(b) You at any email address you have provided to us.

30.5 Notices will be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the address;

(b) if sent by first-class post or special delivery, at 9.00am on the second Working Day after posting;

(c) if sent by email, at the time of transmission as noted on the sender's device, provided that the email has been sent to the correct email address and no error or undeliverable message has been received.

30.6 If deemed receipt would occur outside of 9.00am to 5.00pm Monday to Friday, or on a day that is a public holiday in the place of receipt (Business Hours), deemed receipt shall be deferred until Business Hours resume.

30.7 Either of us may change our respective address details given in clauses 30.3 and 30.4 by notifying each other of the change. The change will be effective on the later of any date specified in the notice or 5 Working Days after deemed receipt of the notice.

30.8 The provisions of this clause 30 will not apply to the service of any proceedings or other documents in any legal action or formal dispute resolution.

31. Rights of Third Parties

31.1 Unless these Terms explicitly state otherwise, no third party has any rights to enforce any of these Terms or any agreement which is covered by these Terms.

32. Set-off

32.1 You must pay all amounts due to us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

33. Assignment and transfer

33.1 We may assign, charge, otherwise deal with, or transfer any of our rights and obligations under these Terms to another person or entity.

33.2 You may only assign or transfer your rights or obligations under these Terms to another entity if we agree in writing.

34. Severability of Terms

34.1 Each clause of these Terms operates separately. If a court or relevant authority finds any of them unlawful or unenforceable, the relevant clauses will be deemed severed, and the remaining clauses will remain in full force and effect.

35. Waiver of rights under these Terms

35.1 If we do not insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

36. Entire Agreement

36.1 These Terms and all documents and information referred to within them are the entire agreement between us regarding their subject matter.

36.2 You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty that is not set out expressly in these Terms or the documents and information referred to within them, and that you have no claim for innocent or negligent misrepresentation or negligent misstatement.

37. Governing Law and Jurisdiction applicable to these Terms

37.1 These Terms, their subject matter, formation and any non-contractual disputes or claims are governed by English law.

37.2 We both agree that the courts of England and Wales shall have exclusive jurisdiction.