TERMS of Sale  – CLEVER COMPANY FORMATIONS LTD

 

BACKGROUND:

These Terms of Sale set out the terms under which Services are sold and provided by Us to business customers through this website, www.clevercompanyformations.co.uk (“Our Site”).  Please read these Terms of Sale carefully and ensure that you understand them before ordering any Services from Our Site.  You will be required to read and accept these Terms of Sale when ordering Services.  If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Services through Our Site.  These Terms of Sale, as well as any and all Contracts are in the English language only.

 

1.            Definitions and Interpretation

‍

‍

2.            Information About Us

2.1          Our Site is operated by CLEVER COMPANY FORMATIONS LTD, a limited company registered in England and Wales under company number 12615441, whose registered address is Kemp House, 160 City Road, London, EC1V 2NX, United Kingdom.

2.2          Our VAT number is 380 7532 88

3.            Access to and Use of Our Site

3.1          Access to Our Site is free of charge.

3.2          It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3          Access to Our Site is provided “as is” and on an “as available” basis.  We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice.  We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

3.4          Use of Our Site is subject to Our Website Terms and Conditions.  Please ensure that you have read them carefully and that you understand them.

 

4.            Business Customers and Consumers

4.1          These Terms of Sale apply to business customers only.  These Terms of Sale do not apply to individual consumers purchasing Services for personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession).

4.2          These Terms of Sale, together with any other terms referenced herein that are applicable to the Services ordered, constitute the entire agreement between Us and you with respect to your purchase of Services from Us.  You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

 

5.            Services, Pricing and Availability

5.1          We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you, however please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances.

5.2          Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to variations of the correct Services, not to different Services altogether.

5.3          Where appropriate, you may be required to select the required package of Services.

5.4          We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order.  Availability indications are not provided on Our Site.

5.5          We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online.  We reserve the right to change prices and to add, alter, or remove special offers and/or Services from time to time and as necessary.  Changes in price will not affect any Order that you have already placed (please note sub-Clause 5.8 regarding VAT, however).

5.6          All prices are checked by Us when We process your Order.  In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed.  We will give you the option to purchase the Services at the correct price or to cancel your Order (or the affected part thereof).  We will not proceed with processing your Order until you respond.  If We do not receive a response from you within three days, We will treat your Order as cancelled and notify you of the same in writing.

5.7          In the event that the price of Services you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.

5.8          Prices on Our Site are shown inclusive of VAT. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

 

6.            Orders – How Contracts Are Formed

6.1          Our Site will guide you through the ordering process.  Before submitting your Order to Us you will be given the opportunity to review your Order and amend any errors.  Please ensure that you have checked your Order carefully before submitting it.

6.2          No part of Our Site constitutes a contractual offer capable of acceptance.  Your Order constitutes a contractual offer that We may, at Our sole discretion, accept.  Our acknowledgement of receipt of your Order does not mean that We have accepted it.  Our acceptance is indicated by Us sending you an Order Confirmation by email.  Only once We have sent you an Order Confirmation will there be a legally binding contract between Us and you (“the Contract”).

6.3          Order Confirmations shall contain the following information:

6.3.1 Confirmation of the Services ordered including full details of the main characteristics of those Services; and

6.3.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges.

6.4          If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment, any such sums will be refunded to you as soon as possible and in any event within 8 days.

6.5          If you want to change your Order, We will let you know if it is possible and at which costs and if possible endeavour to assist you with this.

6.6          We may cancel your Order at any time before We begin providing the Services in the following circumstances:

6.6.1 The required personnel and/or required materials necessary for the provision of the Services are not available; or

6.6.2 An event outside of Our control renders the provision of the Services impossible or difficult for Us (please refer to Clause 19 for events outside of Our control).

6.7          If We cancel your Order under sub-Clause 6.8 and We have taken payment any such sums will be refunded to you as soon as possible and in any event within 8 days.

6.8          Any refunds due under this Clause 6 will be made using the same payment method that you used when ordering the Services.

 

7.            Payment

7.1          Payment for the Services will be due in the form of an advance payment for the Services. Price and payment details will be confirmed in the Order Confirmation.  Your chosen payment method will be charged as indicated.

7.2          All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

7.3          We accept the following methods of payment on Our Site:

7.3.1 VISA;

7.3.2 American Express;

7.3.3 Mastercard;

7.3.4 Switch/Maestro/Solo.

 

7.4          If you do not make any payment to Us by the due date We may charge you interest on the overdue sum at the rate of 8% per annum above the base lending rate of Barclays Bank Plc from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.

7.5          If you are taking out a subscription to one of the Services that require periodic payments including but not limited to Address, Post and/or Telephone Handling Services your acceptance of these Terms of Sale means you are granting Us permission under continuous payment authority of the card used to purchase the original Services for the following:

7.5.1 Renewable services - fees due will be processed on the card on the date of expiry of the relevant Service. Notice will always be given in advance, and you will have the right to cancel the Service.

7.5.2 Mail forwarding services - the cost of postage and handling fees will be taken on the card and will be processed automatically on a monthly basis.

 

8.            Provision of the Services

8.1          We will provide the Services with reasonable skill and care consistent with best practices and standards in the company formation sector.  We will begin providing the Services on the date agreed when you make your Order (which We shall confirm in the Order Confirmation).

8.2          We will continue providing the Services until completion or for a period set out in the Order Confirmation.

8.3          We will make every reasonable effort to provide the Services in a timely manner.  We cannot, however, be held responsible for any delays if an event outside of Our control occurs.  Please refer to Clause 19 for events outside of Our control.

8.4          If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible.  Depending upon the nature of the Services you have ordered, We may require information from or action by you and We cannot provide the Services if this is not forthcoming.

8.5          If the information you provide or the action you take under sub-Clause 8.4 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result.  If additional work is required from Us to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work.

8.6          In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 8.4, We may suspend the Services.

8.7          In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue.

8.8          If you do not pay Us for the Services as required by Clause 7, We may suspend the Services until you have paid any and all outstanding sums due.  This does not affect Our right to charge you interest on any overdue sums under sub-Clause 7.4.

8.9          We always use reasonable endeavours to ensure that Our Services are trouble-free.  If, however, there is a problem with the Services please contact Us as soon as is reasonable possible as specified in Clause 20.

 

9.            General conditions for the Provision of the Services

9.1          In order to set up the Services you agree to provide us with acceptable form of identification and proof of residential address under any current or future public regulations or policies set by Us; and to verify all information provided by you with third-party providers, if applicable. For the transfer and processing of your personal data to such third-party providers please refer to Our Privacy Policy.

9.2          We may require to see the original identity doucuments of directors, partners, shareholders and/or other stake holders; if We are unable to do this We may require such documents to be certified by a notary public or other approved person in Our discretion.

9.3          You agree that you shall not use the Services for any illegal or illegitimate purposes, and that such uses will constitute grounds for immediate termination of the Services by Us.  

9.4          We reserve the right to suspend or terminate your Service if we are unable to contact you at the contact address provided by you.

 

10.         Company Formation Services

10.1       Upon your full compliance with the formalities specified by Us and your provision of all relevant information and documentation materials, Companies are usually formed within 3 - 5 hours within standard working hours in London, UK; however, no guarantees as to the time scale of incorporation are given as the formation is dependent on external factors including but not limited to IT integration issues with Companies House.

10.2       We aim to send out the relevant documents forming part of the Company Formation Services without undue delay, but We accept no liability for any delays in the delivery of the services.

10.3       It is solely your duty to make certain that any company name or domain name you select for the Company is accessible for registration and can be legally used by the Company, and We accept no liability relating to the name of the Company.

10.4       By consenting to these Terms of Sale, you are giving Us authorisation to document with Companies House the statutory documents needed to instigate the Services, and in the event that the Services are halted, closed or elapse, the statutory documents required to stop the provision of the Services.

10.5       We shall not accept any legal responsibility if an administrative or judicial act results in the Company being stripped away from the Companies House Register and/or subjected to fines or administrative fees for non-compliance or other issues.

 

11.         Address and Post Handling Services

 

11.1       You are entitled to use the mailing address and/or telephone number provided by Us as part of the Address and/or Post Handling Services only during the term of subscription for such Services.

11.2       You shall on top of the fee chargeable for the Services pay the relevant administration fee being equal to the postage costs for mail forwarding.

11.3       You shall notify Us in writing without undue delay of any change of your address or contact details.  

11.4       Registered Office Address Services only include the receipt and forwarding of statutory mail from HMRC and Companies House; other types of mail will be returned to sender unless you have also subscribed to and paid for an active London Office Address Service.

11.5       If your subscription for a Licensed Office Address for the Company and/or Director’s Service Address for directors of the Company is not renewed and paid on a timely basis We reserve the right to register directors of the Company at the home address(es) previously provided by you.

11.6       All postal items and/or deliveries received at Licensed Office Address for the Company and/or Director’s Service Address for directors of the Company are received and handled entirely at your risk and We shall not accept any liability or responsibility whatsoever for any losses, shortages or damages to such postal items and/or deliveries howsoever caused.

11.7       If you expect to receive large (larger than length 300mm x width 215mm x height 55mm), bulky or heavy items via the Post Handling Services provided by Us, you must notify Us minimum 24 hours in advance either by telephone or email prior to the expected delivery date. We shall charge Our current storage fees for the storage of such items until the item is collected.

11.8       We securely destroy any post including parcels if you request Us to do so. We use a certified secure third-party supplier to assist Us with this task, and We may charge you Our current fees for the safe destruction of such items.

11.9       We shall take all reasonable steps to ensure accurate and efficient dealing with all communications including but not limited to mail and post received on your behalf and that mail is handled in accordance with your subscription for Services and your instructions. However, no warranty or liability is accepted by Us, our staff or agents in relation to the Services provided.

 

12.         Bank and Merchant Account Referral Services

 

12.1       If you are using Our bank and merchant account referral service you consent to your personal data being transferred by Us to the financial institution of your choice.

12.2       Specific Terms and Conditions of the relevant financial institution(s) relating to the financial services to be provided by the financial institution(s) apply to such services.

12.3       Our bank and merchant account referral service cannot guarantee that the relevant financial institutions accept the Company and/or you as a client.

 

13.         Nominee Services

 

13.1       We may provide the Company with nominee directors and/or stakeholders if so ordered by you and accepted by Us in the Order Confirmation.

13.2       Specific Terms and Conditions relating to the Services specified in sub-Clause 12.1 apply to such Services.

 

14.         Google Adwords Vouchers

14.1       The free Google Adwords Voucher provided by Us is subject to Google’s Terms and Conditions as found on Google’s website.

14.2       The Google Adwords Voucher is for use on new Adwords accounts only.

 

15.         Items not Included in Our Services

15.1       The Services do not include the following:

15.1.1  Bookkeeping services;

15.1.2  Processing of yearly accounts;

15.1.3  Accountancy services;

15.1.4  Auditing; and

15.1.5  Tax counselling.

15.2 Any provision by Us of the services specified under sub-Clause 15.1 requires Our prior written approval.

 

16.  Cancelling the Services

16.1       Cancellation of Contracts shall be subject to the specific terms governing the Services in question and may be subject to a minimum contract duration.  Details of the relevant duration, cancellation provisions and minimum notice periods will be provided and confirmed in Our Order Confirmation or on Our Site.

16.2       Eligibility for refunds may vary according to the Services ordered. You will be required to pay for Services supplied up until the point at which you inform Us that you wish to cancel (please note that this may include charges for preparatory work that We have undertaken where We have reasonably incurred costs) and for any Services ordered by you where fees are non-refundable.  Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.

16.3       Refunds under this Clause 16 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.

16.4       Refunds under this Clause 16 will be made using the same payment method that you used when ordering the Services.

 

17.         Our Rights to Cancel

17.1       We may cancel the Contract after We have begun providing the Services due to an Event outside of Our control (as under sub-Clause 19.2.4), or due to the non-availability of required personnel and/or required materials necessary for the provision of the Services.  In such cases, you will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling.  Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.

17.2       Once We have begun providing the Services, We may cancel the Contract at any time and will give you at least 14 calendar days’ written notice of such cancellation.  You will only be required to pay for Services that you have received.  Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.

17.3       We may cancel immediately by giving you written notice in the following circumstances:

17.3.1  You fail to make a payment by the due date as set out in Clause 7.  This does not affect Our right to charge you interest on any overdue sums as set out in sub-Clause 7.4; or

17.3.2  You breach the contract in a material way and fail to remedy the breach within 3 calendar days of Us asking you in writing to do so.

17.4       Refunds under this Clause 17 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.

17.5       Refunds under this Clause 17 will be made using the same payment method that you used when ordering the Services.

 

18.         Our Liability

18.1       Subject to sub-Clause 18.4, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

18.2       We will not be liable for any costs including but not limited to fines and/or penalties  resulting in the late filing of accounts and/or confirmation statement(s) for the Company as it is your responsibility to ensure timely filings of any documents or other formalities on behalf of the Company;

18.3       Subject to sub-Clause 18.4 Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either £100 or 50% of the total sums paid by you to Us under the contract in question, whichever is the lower sum.

18.4       Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

 

19.         Events Outside of Our Control (Force Majeure)

19.1       We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

19.2       If any event described under this Clause 19 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

19.2.1  We will inform you as soon as is reasonably possible;

19.2.2  Our obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

19.2.3  We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;

19.2.4  If the event outside of Our control continues for more than 14 calendar days We may cancel the Contract and inform you of the cancellation.  Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which We inform you of the cancellation;

 

20.         Communication and Contact Details

20.1       If you wish to contact Us with general questions or complaints, for matters relating to Our Services or your Order, please contact Us by telephone at 0207 566 1188, by email at info@clevercompanyformations.co.uk or by post to Kemp House, 160 City Road, London, EC1V 2NX, United Kingdom.

 

21.         Complaints and Feedback

21.1       We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

 

22.         How We Use Your Personal Information (Data Protection)

22.1       All personal information of yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

22.2       For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy which is available in the footer of our website.

 

23.         Other Important Terms

23.1       We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs, you will be informed by Us in writing.  Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

23.2       You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.

23.3       The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

23.4       If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale.  The remainder of these Terms of Sale shall be valid and enforceable.

23.5       No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

23.6       We may revise these Terms of Sale from time to time including but not limited to in response to changes in relevant laws and other regulatory requirements.

 

24.         Law and Jurisdiction

24.1       These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

24.2       Any dispute, controversy, proceedings, or claim between you and Us relating to the Terms or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

www.clevercompanyformations.co.uk

Last update: 14/07/2021

‍