Terms & Conditions
TERMS AND CONDITIONS OF USE – COMPANY FORMATION SERVICES
'our', 'we' and 'us' means 121 Company Formation, which is the trading name of 121 Company Formation Limited, a company registered in England under company number 07585793, registered office 3rd Floor, 207 Regent Street, London W1B 3HH, and where applicable, its officers, employees and authorised agents;
'our site' means our website or websites;
'you' and 'your' include any business with which you are associated and on behalf of which you use our site;
'services' means the company formation service and other ancillary services offered on our site and where relevant includes any goods supplied by us; and
2. Terms and Conditions
2.1 When requesting services from our site you agree to comply with the on-line ordering procedure as prompted on our site.
2.2 When requesting services for the first time you will specify an individual username and password. This will allow future access to the online My Account pages and it is your responsibility to keep this name and password confidential. We will not be responsible for any changes made to any company through an unauthorised use of a username and 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.
2.3 These terms and conditions shall apply to all contracts you make with us. Each time you use our services you are offering to contract with us on the basis of the current terms and conditions at that time. When requesting our staff to place an order for you this constitutes agreement to our terms and conditions. All access to our site is subject to these terms and conditions. No other terms and conditions will apply to our supply of goods or services.
3. Data Protection
3.1. We take our obligations of confidentiality and the protection of your personal data very seriously. We will not, therefore, sell or make your data available to any third party without your prior consent, except for the following limited purposes
3.2. 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.
5. Our Services
5.1 Our Company Formation services shall consist of the electronic, Bronze, Silver, Gold, name search or other incorporation services listed and described on the Site. Any alterations to our standard Memorandum & Articles of Association or formation of a company with your own documents may not be possible or shall be subject to an additional charge (POA). When supporting information is required to be submitted to Companies House before a company name can be accepted a charge will be made for submission of the information. After incorporation, certain changes can be made to the company through the online My Company Formations pages, which can be accessed via the My Account page; there is currently no charge for changes made in this way. If you require us to make changes on your behalf we reserve the right to charge an Administration fee for our time.
5.2 Our Company Secretarial services shall consist of the services listed and described on the Company Secretarial Services page. Any additional work beyond making available our electronic submission services or filing the Annual Return will be chargeable at a rate to be agreed in advance of the work being undertaken. 121 Company Formation cannot undertake any filing without confirmation from the customer of the accuracy of the company details
5.3 Our Annual Filing is one of a list of services listed on the Company Secretarial Services page. 121 Company Formation cannot undertake any filing without confirmation from the customer of the accuracy of the company details.
6. Your Obligation
6.1 We accept orders on the basis that the person placing the order is liable to pay us for the services. It is your responsibility to ensure the security of your user account. You will be liable to pay for any services ordered on that account until we receive notice from you to the contrary.
6.2 We only provide services on the basis that you have given us full and proper instructions and the authority to lawfully carry out those instructions. You warrant that you are acting on your own authority or have the authority of your client to instruct us. Where you have appointed officers to the company you warrant that you have the full consent of those officers to be so appointed.
6.3 You undertake to ensure the accuracy and completeness of the information you provide us and accept all liability for the rejection of documents due to inaccuracies or incompleteness.
6.4 It is your responsibility to ensure that any company name or domain you choose is available for registration and can be lawfully used by you. We accept no liability for your choice of name. You are responsible for ensuring that your choice of company name or domain name does not infringe any intellectual property rights of any other person in the UK or worldwide.
6.5 Once we have accepted a request for services you may contact us via our site or at the postal address displayed on our site to ask that your request be withdrawn. Given the nature of the services we provide it will be entirely at our discretion whether or not you are entitled to a refund for those services. In the exercise of such discretion we will consider the extent to which we have commenced work on the provision of that service or paid out fees to third parties. Typicaly a refund if granted will be subject to a minimum administration fee of £5, but this will be determined on a case by case basis, subject to management discretion. Where the service includes the formation of a company, once the incorporation request has been submitted to Companies House it will not be possible to stop the formation process.
7. Our Obligations
7.2 On accepting a request for services from you we will acknowledge our acceptance and confirm the details you have supplied us with by way of e-mail. Our acceptance of instructions is deemed to have occurred at the time of our sending the e-mail and not at the time of your receipt.
7.3 Until we receive further instruction from you we will keep, to your credit, any application or filing fee that is returned to us on the rejection of any application or filing.
7.4 In the event of Companies House rejecting an application or submission you will have three days to re-submit the application with appropriate corrections at no extra charge.
7.5 If you request business bank account facilities for your new company, we will pass your request to Barclays Bank Plc. We accept no responsibility for the bank account and Barclays Bank will undertake its own necessary due diligence procedures.
7.6 We act as an agent for you when dealing with Companies House. Any fees, levies, fines, excises, penalties, excess charges, licences, duties, taxes, registration fees, search fees or other costs incurred are done so on your behalf as a disbursement whether or not we consulted with you prior to paying the aforementioned.
8. Price and Payment
8.1 The prices payable for services that you order are set out on our Site. We reserve the right to vary these prices from time to time and post such changes on our site. Fees charged by Companies House are those in force from time to time as charged by Companies House.
8.2 Payment will be made by credit card using the procedure set out on our site at the time of ordering. The price of services you order will be confirmed at the time of the request. Payment by cheque or on account or by any other means will be by prior arrangement only and entirely at our discretion.
8.3 You agree to pay the prices set out on our Website for services selected by clicking the Buy Now and Proceed buttons.
8.4 All companies shall remain our property until payment is received in full.
9.1 Time is not critical for the performance of the services. We will use our reasonable endeavours to meet the time estimates given on our site but these remain estimates and in particular we accept no responsibility for delay caused by third parties or for reasons outside our control (such as the unavailability of the world wide web or for computer systems or telecommunications failure or where Companies House systems have failed)
9.2 We are not obliged to accept any request or to continue to perform any service. We reserve the right to reject any request or to discontinue the performance of any service without liability.
10. Exclusions and Limitations
10.1 We make no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in our Site. We have taken some precautions to reduce the risk of viruses and other malicious code being transmitted through the Site, but we do not give any assurance that these are sufficient to prevent this happening. The information contained in our Site may contain technical inaccuracies or typographical errors and is intended to be a general indication of our services only. Any implied terms including those as to quality, fitness for purpose, compliance with description or sample are excluded unless you deal as a consumer. If you do deal as a consumer these terms do not affect your statutory rights.
10.2 Except in claims relating to death or personal injury resulting from fraud, negligence or as otherwise prescribed by law our liability for any loss or damage (compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties) arising out of any single claim will be limited to the value of re-supplying our Site or relevant services to you.
10.3 You agree that this limitation is reasonable having regard to the nature of our site and in particular given that when you purchase information or services through our site you will enter into a separate contract with us in each case.
10.4 Each of the provisions of this clause 10 shall be construed as a separate, and severable, provision of these terms and conditions.
11.1 The Website is being updated and improved on an ongoing basis. We reserve the right at any time without notice to revise the content of our Site, including the services offered by us (temporarily or permanently) and the terms and conditions. The current version of our terms and conditions will be posted on our site and by continuing to use our site you will signify that you agree to be bound by those terms and conditions as amended from time to time. You agree to check to see if any changes have been made to the terms each time you visit the Site or purchase products or services from it.
12. Termination of Access
12.1 We reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and without providing any reason, and to decline to provide the service to any user that is in breach of the terms and conditions.
12.2 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
13.1. 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.
13.2. 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)
14. What you receive
14.1. The 121 Company Formation is a specialist online company formation agent and we make use of electronic filing facilities available from the Registrar of Companies.
14.2 Provided you have complied with the formalities necessary to purchase a company from us the Registrar of Companies will generally complete the incorporation within approximately 4/5 hours during normal working hours. However, we have no control over this process, which may take longer.
15. Services not included in product purchased by you from us online
15.1 Our products do not include any of the following in respect of any of the packages we offer for sale online:
15.2 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 Gold package does not include any of these services. You will need to arrange these separately.
15.3 Any advice on the suitability or adequacy of any company you may purchase from us for your intended purposes.
15.4 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.
16. Price of Goods and Services
16.1 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 include VAT at the prevailing rate.
16.2 The total purchase price, including VAT, if any, will be displayed in your shopping cart prior to confirming the order.
16.3 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 on our part, any transaction shall be voidable by us and you would then be entitled to a full refund.
16.4 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.
17. Link to other sites
You may not create a link to the Site without our prior written consent.
18. Force Majeure – supply of goods or services ordered through the Website
18.1 We shall not be liable to you for any breach of the terms and conditions or any failure to provide or delay in providing our services through our site resulting from any event or circumstance beyond our reasonable control including, without limitation, breakdown of systems or network access, fire, explosion or accident, 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.
20. Copyright and trade marks (Intellectual Property)
20.1 All rights in the design, text, graphics and other material on our site and the selection or arrangement thereof are the copyright of us or other third parties. Trade marks (whether registered or not) company names and the like are the property of their respective owners. Permission is granted to electronically copy and print in hard copy portions of our site solely in connection with the acquisition of goods or services through our site. Any other use of materials on our site (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without our prior written permission is strictly prohibited.
20.2 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.
21. Third Party Rights
21.1 These terms and conditions are not intended to be enforceable by any third party as provided by the Contracts (Rights of Third Parties) Act 1999.
22. Governing law and Jurisdiction
22.1 Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
22.2 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.
22.3 If any provision of these 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
22.4 No person who is not a direct a party to any agreement covered by these terms and conditions shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
22.5 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.
23.1 This clause applies where these terms and conditions provide expressly or by implication for the service of notices.
23.2 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.
23.3 Any such notice shall be addressed to the usual business address of the other party and may be:
23.4 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
23.5 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
23.6 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;
23.7 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
23.8 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.
24.1 We realise that sometimes things don't go according to plan, despite training all our staff to ensure things run smoothly. So while we always aim to provide top quality service, we recognise that there may be times when things go wrong. All members of our staff will always do their very best to help, but there may be times when our customers need extra assistance to sort out certain issues.
24.2 We want to make this process as easy as possible for you and are committed to doing everything we can to resolve customer complaints. If you feel you need extra assistance, please email us at [email protected], then a senior manager will investigate and propose a solution.
25. Barclays Business Bank Account Referral Service
25.1 Where you request a bank account through The Business Bank Account Referral Service you confirm that you agree to your details being submitted on your behalf to Barclays Bank plc and to being contacted directly by Barclays Bank plc for the purposes of fulfilling the bank account request.
25.2 Where you request a bank account through The Business Bank Account Referral Service on behalf of a third party for whom you are making a company formation application, you confirm that the third party has agreed to their details being submitted on their behalf to Barclays Bank plc and to being contacted directly by Barclays Bank plc for the purposes of fulfilling the bank account request.
25.3 The Business Bank Accounts are opened by and provided by Barclays Bank plc and subject to the terms and conditions as set forth by Barclays at the time of account opening.