General Terms and Conditions
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Please read the following General Terms and conditions very carefully as they affect your use of the Website and your rights.
1.1 Your use of the Website is subject to these General terms and Conditions together with any more specific terms we may draw your attention to before you purchase any products from the Website.
1.3 The following definitions apply
A. “Consumer” shall have the meaning ascribed in section 12 of the Unfair contract Terms Act 1977.
B. “General Terms and Conditions” means these terms and conditions
C. “Specific Terms and Conditions” means the Specific terms and conditions tailored to cover any product or service that you may purchase through the Website, and which take priority over these General Terms and Conditions to the extent of any conflict between them.
D. “Web site” “Website” or “Site” means the web site you are browsing when you clicked on a link to these General Terms and Conditions, including all subsidiary pages.
E. “we” or “us” or “ourselves” refers to the organisation whose name is identified to you on the Website. Please note that because these General Terms and Conditions apply to more than one Web Site, references to “We” or “Us” in there General Terms and Conditions means the company, partnership, or other organisation that is identified on the home page of the Web Site you were browsing when you were referred to these General Terms and Conditions.
F. “Within 24 hours” or a “24 hour service” means the service will be delivered no more than 1 working day after purchase and submission of all required information. If purchased on a Friday or the day before a UK public holiday, the service will be delivered on the next available working day.
1.4 Information Contained on the Web site
A. While we take all reasonable care to ensure that the information contained on the Website is accurate and up to date, we make no representations, warranties or undertakings about any of the information content or materials provided on the Website (including, without limitation, any as to quality, accuracy, completeness or reliability).
B. All material on the Website is provided for information purposes only and does not constitute legal, accounting or other professional advice, and it must therefore not be relied upon as such. You should arrange your own advice from a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from the Web Site.
1.5 Updates and Changes
A. The Website is being updated and improved on an ongoing basis. We reserve the right to change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that we shall not be liable to you for any such change or removal; and
B. Changes to these General Terms and Conditions or to the Specific Terms and Conditions may be made at any time and your use of the Website, or the purchase of products or services, are subject to any such changes. You agree to check to see if any changes have been made to the General or the relevant Specific terms each time you visit the Website or purchase products or services from it.
1.6 Exclusion of liability to you from the use of the Web Site
A. The Website is provided on an "AS IS" and "AS AVAILABLE" basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
B. Any and all liability to you that may arise from your access to and use of the Web Site, whether due to negligence, breach of duty or otherwise, is excluded to the maximum extent permitted by law.
C. No warranty is given that the functionality of the Website
will be uninterrupted or error free, that defects will be corrected or that the Web Site or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
D. We are not responsible for the content of other Websites that link to the Website, nor are we responsible for the content of any Website to which links are provided from the Website. Links to other sites are provided purely for your convenience and do not imply that we approve of those sites.
E. Nothing in these General Terms and Conditions shall be construed so as to exclude or limit the liability of ourselves for death or personal injury as a result of our negligence or that of its employees or agents.
1.7 Copyright and trade marks (Intellectual Property)
A. The copyright in all materials on the Website, including their design, layout, text, graphics, photographs and the source code and software belong to their respective owners. Trade marks (whether registered or not) company names and the like are the property of their respective owners.
B. You are licensed to view and temporarily store Website pages and their content in your browser’s temporary cache, and also to print out for reference a single copy for non-commercial purposes and off-line review. You may not sell or re-sell anything available from the Website, save to the extent expressly permitted pursuant to any product or service purchased by you from the Web Site where such permission is either expressly given or is a necessary attribute of the product or service concerned.
1.8 Force Majeure –supply of goods or services ordered through the Website
A. In connection with the supply of any goods or services ordered by you through the Website, we shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire or failure of any communications, telecommunications or computer system, and we shall be entitled to a reasonable extension of our obligations to you (to the extent we owe any such obligations) should a force Majeure event occur.
B. If a Force Majeure event to which this clause applies shall occur, we agree to notify you as soon as practicable. If the Force Majeure event continues for more than 14 days, either party shall have the right to cancel the agreement and where services have been paid for in advance but have not been rendered, you will be entitled to a refund from the date of cancellation for all such services.
1.9 User name and password
A. The website may provide the facility to register in order to gain enhanced access privileges or in order to purchase products or services. If you register, it is your responsibility to maintain the confidentiality of your password. On no account should you disclose your password to anyone else. You agree to indemnify and hold us harmless for any loss or damage we may incur resulting from breach of this clause.
1.10 Data Protection
A. We take our obligations of confidentiality and the protection of your personal data very seriously. We will not, therefore, sell or make you data available to any third party without your prior consent, except for the following limited purposes
B. Your data may be passed to other companies, partnerships or organisations in the same or associated management or control as ourselves for marketing purposes or to provide you with new product information that we think may be of interest to you. You agree that we or our associates may communicate with you by telephone, email, fax, or by post to advise you of new products or services that we or our associates may offer. You understand that your data may be transmitted and stored overseas (including outside the European Union) as part of these processes.
C. You may amend any information provided to us as part of registration on the Website at any time.
1.12 Terminating the use of the Website
A. We may withdraw or suspend your right to access or use the Website at any time, without prior notice and without providing any reason.
A. No waiver by us (whether express or implied) in enforcing any of our rights shall prejudice our right to enforce such rights in the future
A. If any provision of these General terms and Conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions shall not be affected
B. In the event of there being any conflict between these General Terms and Conditions and the Specific Terms and Conditions that apply specifically to the purchase of certain goods or services through the Website, the Specific terms and Conditions shall prevail.
C. No person who is not a direct a party to any agreement covered by these General Terms and conditions shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
D. Where you are a consumer, you have the right to cancel and contract for the provision of goods or services, by notice in writing, at any time before seven working days have passed from the day after the contract was made. If, however, we have started to perform our side of the contract before you exercise your right to cancel, then the right to cancel is lost.
E. Companies Made Simple is eligible for referral fees from certain partners where lead information generates new business for those partners.
A. This clause applies where these General Terms and Conditions or the Specific Terms and Conditions provide expressly or by implication for the service of notices.
B. any notice required to be given under our Agreement with you or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in the English language.
C. Any such notice shall be addressed to the usual business address of the other party and may be:
D. personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 08.00 hours on the next Business Day; or
E. if within the United Kingdom, sent by first class pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of posting; or
F. if from or to any place outside the United Kingdom, sent by pre-paid airmail, or by air courier in which case it shall be deemed to have been given seven Business Days after the date of posting in the case of airmail or two Business Days after delivery to the courier, in the case of air courier;
G. sent by facsimile, in which case it shall be deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report provided that any notice despatched by facsimile after 17.00 hours on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 08.00 on the next Business Day; or
H. sent by electronic mail, in which case, it shall be deemed to be given when received but subject to the same provisions regarding receipt after 17.00 hours as apply to notices sent by Facsimile.
1.16 Governing law and Jurisdiction
A. Your use of the Website and the purchase of any products or services from it are governed in accordance with the laws of England and Wales.
B. The English courts shall have exclusive jurisdiction over any dispute or difference whatsoever arising out of or in connection with your use of the web site or the purchase of any products or services from it.
Specific Terms and Conditions –Companiesmadesimple.com
2.1 These Specific Terms and Conditions are applicable to transactions made through the Compmaniesmadesimple.com website at https://www.companiesmadesimple.com and subsidiary pages
A. “Companies Made Simple”, “we”, “us” or “ourselves” means Companies Made Simple a division of The Made Simple Group Ltd whose registered office is at 20-22 Wenlock Road, London, N1 7GU.
B. “FAQ’s” means Frequently Asked Questions for Companiesmadesimple.com accessed here: http://support.companiesmadesimple.com/category/132-frequently-asked-questions
A. All orders that you place through this Website are deemed to be an offer by you to purchase the products or services that we supply subject to these Terms and are subject to acceptance of the order by ourselves. We may chose not to accept any order without providing a reason.
B. You are presented with a range of choices during the ordering process. It is your responsibility to ensure that you read and understand these choices before you proceed with any purchase. Please contact us during usual UK office hours if you are unsure about anything before you proceed with a purchase (please note that while we endeavour to respond to enquiries promptly, we cannot guarantee to do so. It remains your responsibility to take advice about the product you intend to order before the order is placed)
2.4 What you receive
A. Companies Made Simple are specialist online companies formation agents and we make use of electronic filing facilities available from the Registrar of Companies.
B. Provided you have complied with the formalities necessary to purchase a company from us (as explained in more detail in the FAQ’s) the Registrar of Companies will generally complete the incorporation within approximately 3 hours during normal working hours. However, we have no control over this process, which may take longer.
C. You will also receive the documentation that we describe on the “What You Get” page accessible from the left hand navigation bar, or this link:
D. In addition to the formation of the company and company documents described above, you may optionally order additional products depending upon the package you chose – Basic, Printed, Privacy, Comprehensive and Ultimate, together with any associated products.
2.5 Services not included in product purchased by you from us online
A. Our products do not include any of the following in respect of any of the packages we offer for sale online:
1. Accountancy advisory services, tax advice, auditing of your books or other services not expressly mentioned. Please note that the maintenance of the statutory books of the company under the Printed, Privacy, Comprehensive or Ultimate packages does not include any of these services. You will need to arrange these separately and our associated firm of accountants, Westbury, would be pleased to quote you for this.
2. Any advice on the suitability or adequacy of any company you may purchase from us for your intended purposes.
B. You are strongly advised to seek independent advice before you purchase a company from us. We assume that you have done so. If you have not yet taken such advice, please do not proceed with any purchase until you have done so. Westbury would be pleased to offer you advice –their contact details are available on the following web page: https://www.companiesmadesimple.com/contact-us.html
2.6 Price of goods and Services
A. The price for any goods or services that you purchase from us is as set out under the option you select and unless otherwise stated, all prices exclude VAT at the prevailing rate.
B. The total purchase price, including VAT, if any, will be displayed in your shopping cart prior to confirming the order.
C. We reserve the right periodically to update the prices on the Website and to add to, amend, or withdraw the products and services that we offer, without prior notice. Every effort is made to ensure that the prices are correct, but in the event of serious error, any transaction shall be voidable by us and you would then be entitled to a full refund.
D. We shall not be liable to anyone for withdrawing or amending any of the products we sell, or for refusing or failing to process an order.
2.7 Renewals of Registered Office and Service Address
A. If payment for renewal of the Service has not been received on or before the anniversary of the date on which the previous payment was received you will be deemed irrevocably to have authorised us (and to have irrevocably consented to our so doing) to change, with immediate effect, the registered office of the Company to your residential address or to such other address previously notified to us by you for this purpose.
B. If payment for renewal of the Service has not been received on or before the anniversary of the date on which the previous payment was received you will be deemed irrevocably to have authorised us (and to have irrevocably consented to our so doing) to change, with immediate effect, the Director's Service Addres to your residential address or to such other address previously notified to us by you for this purpose.
2.8 Incorporation of General Terms and Conditions
A. These Specific Terms and Conditions must be read together with the General Terms and Conditions above. The General Terms and conditions apply to any agreement between us and to your use of the Website generally, including for the avoidance of doubt, Clause 1.16, the jurisdiction and governing law clause.
2.9 Refund Policy
A. Should you purchase your company and change your mind before submission to Companies House we will refund all monies paid to us. Refunds cannot be given once the company has been submitted. Other products will be refunded provided we are notified within two weeks of the purchase taking place.
B. No refunds are available in respect of parts of a package.
2.10 Proof of Identity
A. As company service providers, our ongoing services are subject to client identification legislation including The London Local Authorities Act and Know Your Client rules generally. We may need to ask you to provide proof of identity and the provision of services will be subject to receipt of this information.
2.11 Ready Made Companies
A. Once a ready made company has been transferred away from us the customer is responsible for all filing obligations with immediate effect.
2.12 Cash Back
A. Terms and Conditions relating to cash backs can be found at www.companiesmadesimple.com/fast-track-business-banking.html
2.13 Virtual Office Mail Forwarding
A. The mail forwarding service (provided as part of our Ultimate package and available on its own: here) is provided by our sister site London Presence, part of The Made Simple Group. The mail forwarding services offered on this website are equivalent to the Mail Box Basic package offered on London Presence.
B. Full terms and conditions relating to the mail forwarding service can be found at https://www.londonpresence.com/terms.php
2.14 Secure Payment Tokens
A. When purchasing a company formation package from us a Sagepay Token may be created to simplify the purchase process for future payments.
B. We do not store you card details; only our secure payment provider, Sagepay, would hold this information. We store a unique token which we would use to communicate with Sagepay during the simplified purchase process.
C. You can delete this token from your account at any time by clicking here. This will delete it from our servers and remove any details that Sagepay holds.
2.15 International banking
By purchasing an International Formation Package that includes a bank account the customer certifies that:
A. They have a legitimate business carrying out commercial / trading activity and must not be be a vehicle for tax saving
B. They have a UK customer or supplier or have full intentions of entering UK market with marketing their products or services in the UK
C. The Director(s) and Beneficial Owner(s) of the company will travel to the UK at their own expense to meet Premier UK Business LLP and the bank manager before the bank account can be opened
D. They will comply with the requirement to present photo ID (valid passport or driving licence) and proof of their current residential address (recent utility bill or bank/credit card Statement which is less than three months old, or a council tax bill) prior to the bank meeting
E. The customer’s business is not, and could not reasonably be classified as being, within the Financial Services sector
2.16 Provision of Business Prospects to Barclays
A. The Wholesaler or Introducer shall ensure that any potential Business Prospects will not be able to indicate an interest in any other business bank accounts without having first seen and not indicated an interest in a Barclays business bank account.
B. The Wholesaler or Introducer shall obtain the express written consent (which shall include consent by email and click-through where a screenshot of the click-through is retained as evidence of consent) of each Business Prospect to its company incorporation details being shared with Barclays and Barclays Bank for the purposes of account application and contact to set up an account opening appointment;
C. The Wholesaler or Introducer shall maintain and provide on demand sufficient evidence to satisfy Barclays Bank that it has obtained such consent.
D. The Wholesaler or Introducer shall maintain up to date records to evidence its compliance with the requirements of these Mandatory Terms.
2.17 Data Protection and Data Parameters
A. The Introducer shall, at all times, comply with its obligations under all applicable Data Protection Legislation (including the data protection principles listed in Schedule 1 of the UK Data Protection Act 1998) and not do anything to place Barclays Bank or its Affiliates in breach of all applicable Data Protection Legislation.
B. Business Prospect Data will only be accepted by Barclays Bank if it is valid and well formed in relation to the data schema provided in relation to each communication process and all required data fields, as notified to the Introducer, are complete and accurate.
C. In the event that any Business Prospect Data is not acceptable in accordance with these Mandatory Terms, Barclays Bank will have no responsibility to provide error handling or repair activities.
D. The required data fields and data validation rules in respect of a non-incorporated entity are as described in the documentation located at: https://www.lead2value.com/gateway/doc/.
2.18 Controls Framework and Monitoring
A. Where requested by Barclays Bank , the Introducer will provide (i) sufficient evidence of a Business Prospect’s consent to contact by Barclays Bank and its Affiliates, and (ii) its compliance with all relevant Data Protection Legislation.
B. The Introducer shall have the capability and right to block Third Parties from submitting Business Prospects to Barclays Bank within 5 Business Days of a request by Barclays Bank to perform such action.
C. The Introducer shall be able to record and identify all Third Parties using the Introducer websites wishing to submit Business Prospect Data to Barclays Bank.
D. The Introducer shall be able to identify all Third Parties using the Introducer websites on a frequent basis (as defined and agreed between the Master Introducer and Barclays Bank ) to submit Business Prospect Data to Barclays Bank , and request that such Third Parties agree to the terms equivalent to these Mandatory Terms.
2.19 Conditions of Promotion of Barclays
A. The Introducer shall ensure that on its website(s) potential Business Prospects will not be able to sign up to any other bank account offerings without having first seen and refused the Barclays offering;
B. The Introducer shall make no statements, no promises and no representation of its relationship with Barclays aside from those explicitly approved;
C. The Introducer shall make no statements, no promises and no representation of the Barclays customer proposition offered to new business start-up customers and/or existing business clients aside from those explicitly approved;
D. The Introducer shall make no claims of ‘guaranteed bank accounts’, or bank accounts definitively ‘included’ in propositions/ packages or any other unsubstantiated claims regarding the Service
E. The Introducer shall make no claims that the details submitted on behalf of a customer will constitute a full and complete bank account application;
F. The Introducer shall make no explicit nor implicit statements and/or suggestions of exclusivity or unique access with regard to the Service;
G. The Introducer shall provide a clear and transparent statement to ensure that its customers provide express or implied consent to their company incorporation details including director & signatory contact details being shared with Barclays for the purposes of account application and contact to set up an account opening appointment;
H. The Introducer shall ensure any use of Barclays Marks is strictly in accordance with the stated guidelines;
I. The Introducer shall upon the provision of a minimum of 30 days notice from Barclays Bank or Companies Made Simple comply with any amended conditions, brand guidelines or proposition content within the notice period;
J. The Introducer shall assign all goodwill as a result of promoting the Service that may accrue to Barclays Bank without delay and confirm this to Barclays Bank on demand;
K. The Introducer shall provide samples on demand to Barclays Bank or Companies Made Simple of any materials that incorporate the Barclays Marks and/or of any materials that promote the Service to ensure compliance with the agreed conditions; and
L. The Introducer shall upon breach of any of these conditions immediately cease non compliant use and immediately change or recall from circulation all non compliant materials.
M. The Introducer agrees that access to the Barclays Marks and approved content may be terminated by Barclays Bank with immediate effect on written notice.
2.20 Due Diligence Requirements
B. full and detailed terms and conditions between the customers and the Introducer pursuant to all product or services (not just the Services) that can be purchased by the customer must be easily accessible and visible on any and all websites which promote the Services.
C. full company details including registered number, registered address, trading address and full contact details must be easily accessible and visible on any and all websites which promote the Services.
D. The Introducer must maintain accurate and completed registrations with HMRC in respect of Anti Money Laundering (AML) Obligations contained within the 2007 Money Laundering Regulations under the provisions for Trust and Company Service Providers.
E. The Introducer must maintain accurate and completed registrations with HMRC in respect of VAT and PAYE as required.
F. The Introducer must maintain accurate and completed registrations with the Data/ Information Commissioner regards the company as a data controller and a clear statement of what kind of processing is done with customer data.
G. The Introducer must maintain accurate and completed registrations with Companies House approved list of formation agents who have completed testing and can submit electronic applications.
H. The Introducer must be able to produce a customer complaints handling process that shall be to equivalent standards as those within which Barclays Bank operates.
I. The Introducer must be able to produce an equivalent to the Barclays Bank standard data security requirements in order to ensure the safeguarding of all customer data, robustness of technical services and compliance with both in line with industry best practice.
J. The Introducer must be able to produce a detailed set of AML procedures including as a minimum evidence that all relevant persons have passed the Fit and Proper test as determined by the 2007 AML regulations.
K. The Introducer must ensure that any software used for the filing and/or submission of data to Companies House is on the Companies House approved list of incorporations software and otherwise complies with the most recently published specifications on Companies House.
2.21 Intellectual Property
A. The Introducer shall acknowledge that Barclays Bank (or relevant member of the Barclays Group) owns and shall own all Intellectual Property Rights in the Barclays Bank Data. If, at any time, the Introducer is deemed to be the first owner of any Intellectual Property Rights in any Barclays Bank Data, the Introducer shall immediately assign all Intellectual Property Rights in that Barclays Bank Data to Barclays Bank or its nominee.
B. On termination of this Agreement and/or the agreement between the Introducer and the Master Introducer, for whatever reason, the Introducer shall immediately cease any and all use of the Barclays Marks.