Terms & Conditions of Business

Professional services clients (solicitors and accountants)

1. Interpretation

In these conditions of business:

(1) "CLS" means Company Law Solutions Limited (including in any case when Company Law Solutions Limited is trading under the business name "Incorporation Services" or the business name "Community Companies"), its servants and agents and any company which is associated with Company Law Solutions Limited or acts as its nominee or agent or for whom Company Law Solutions Limited acts as a nominee, agent or sub-contractor.

(2) "Client" means any person, firm or company for whom CLS provides any goods or services or receives instructions or on whose behalf it acts and whether or not the Client is acting on behalf of himself or another.

2. Application

(1) Company Law Solutions Limited conducts business under the business names "Incorporation Services" and "Community Companies" as well as under its own company name, Company Law Solutions Limited, and these terms and conditions apply to all business conducted by Company Law Solutions Limited, whichever business name is used.

(2) These conditions shall be deemed to be incorporated into all contracts made between CLS and any Client and all work undertaken or goods or services supplied by CLS or on its behalf shall be deemed to be carried out pursuant to a contract incorporating these conditions.

(3) Each provision of these conditions is to be construed as a separate provision applying and surviving even if for any reason any other of the said provisions is held to be inapplicable or unreasonable or invalid.

3. Standard of care

(1) CLS is not a solicitor and where it undertakes any work, gives any advice, prepares any documents or forms for or on behalf of a Client or on instructions from a Client CLS will use its best endeavours to the standard expected of a reasonable company registration agent to ensure that all such work is competent, that any such advice is accurate and that all such documents and forms are competently and accurately prepared, having regard to the nature of the Client's instructions and the information available to CLS.

(2) Any such work, advice, documents or forms supplied by CLS shall be inspected and checked by the Client for accuracy and for suitability for the purpose they are intended and CLS shall not be liable for any direct or indirect loss, damage or costs caused to the Client or any other person by any error, inaccuracy, defect or lack of suitability for purpose of which the Client is aware or of which the Client would have become aware by such inspection and checking.

(3) Where CLS supplies goods or prints documents the goods or printing shall be reasonably adequate for the Client's purposes, as disclosed to CLS.

(4) Where CLS undertakes to supply any information (such as a company search) such information supplied by CLS or on its behalf shall be reasonably accurate, having regard to the accuracy of the source material and the nature and extent of the Client's instructions.

(5) Work will be undertaken and goods supplied by CLS as expeditiously as is reasonably possible but CLS shall not be liable in respect of any failure to meet any specified delivery or completion date.

4. Client's warranties and liabilities

The Client warrants:

(1) the accuracy of all information given to CLS by the Client, any agent of the Client, or by or on behalf of those on whose behalf the Client acts;

(2) that where the Client is a solicitor or accountant or any other person whose qualifications, knowledge or experience is relevant to the work undertaken by CLS that the Client will exercise the care that may reasonably expected of such a person in instructing CLS and in inspecting and checking all work, information, documents and forms as are supplied by CLS.

(3) that following any instructions given by the Client will not cause CLS to infringe the law of any country;

(4) that where shares or company appointments are held by CLS's nominees in connection with the formation of a company or any other matter for the Client that all necessary steps will be taken to complete the transfer of any such shares, the resignations of such nominees and the substitution of appointees in place of the nominees to the appointments and the completion of all legal formalities in connection with the appointment of officers, the issue or transfer of shares, a change of the address of such company's registered office or any other similar matter;

(5) that where documents are supplied to CLS for printing or for any other purpose that such material is free of all defamatory matter or copyright or other legal restrictions and the Client undertakes to indemnify CLS fully against any liabilities, actions, demands, costs, charges, penalties or expenses imposes upon CLS or its employees, agents or nominees as against any claim made against it or them or any of them in respect of the content of any such document.

5. Limitation of liability

(1) In the event that CLS shall be liable for any loss or damage to the Client or any third party in respect of any breach of the express or implied terms of any contract or for negligence or in any other way, such liability shall in all cases be limited to the payment of an amount not exceeding £1,000,000 in respect of any one claim or series of connected claims. The Client shall be responsible for and shall indemnify CLS against all liabilities relating to any loss or damage suffered by any third party in excess of £1,000,000 as a result of work undertaken or goods supplied to, or at the request of, the Client.

(2) Notwithstanding any other provision of these conditions or any express or implied term of any contract, CLS shall not be liable to the Client or any third party for any loss or damage arising indirectly or consequentially from any breach of contract or negligence, or for any loss of profits or loss of contracts or advantages.

(3) Where advice or instructions are given or received orally CLS shall have no liability for any misunderstanding or misinterpretation which may arise, whether on the part of CLS or the Client.

(4) The Client shall inspect any goods, documents, information or advice supplied by CLS on receipt and shall within five working days of such receipt give notice to CLS of any alleged deficiency therein. If the Client fails to give such notice, the goods, documents, information or advice shall be deemed to be in all respects in accordance with the Client's instructions and the contract.

(5) CLS shall have no liability for any claim made by the Client unless written particulars thereof (giving full details of the specific matter in respect of which such claim is made) is received by CLS within 12 months after the date of CLS's invoice in respect of the matter on which the claim is based.

6. Payment

(1) Payment of all invoices rendered by CLS shall be made within 30 days from the date of the invoice.

(2) The Client shall on demand make such payment to CLS as shall be reasonably required to meet disbursements which have to be made in carrying out the Client's instructions. CLS may suspend work if such payments are not made.

(3) If payment is not made in accordance with these conditions CLS may:

(4) The person, firm or company from whom CLS receives instructions shall be liable as a principal for all costs, charges and expenses due in respect of work carried out or goods supplied by CLS whether or not such Client purports to act as an agent for another. A Client may not assign the benefit or burden of any contract with CLS.

(5) Goods and documents shall become the Client's property upon payment in full of the invoice in respect of them and in accordance with these conditions. The Client shall however be responsible and bear the risk of all loss or damage to the goods or documents from the time the goods are dispatched by CLS or on its behalf.

7. Law

(1) Any contract between CLS and any client shall be governed by and construed in accordance with English law and the Parties hereto irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or connected with this Agreement.

(2) We comply fully with the Consumer Protection (Distance Selling) Regulations and the Electronic Commerce Regulations.

(3) Generally under the Regulations you have the right to cancel the contract by giving us notice in writing, including fax or email at any time during the 'cooling off period' which finishes 14 calendar days after the day of receipt of the goods

(4) Due to the bespoke nature of most of the goods and services that we provide they are exempt from that 'cooling off' period and you may not cancel the order once it has been started.

(5) Where goods are purchased which are not bespoke, the order may be cancelled within the 14 calendar days 'cooling off' period provided that it has not been used or damaged in any way. Any such cancellation must be in writing and any goods returned to the company by recorded mail at the expense of the customer.

8. Data Protection

(1) It is agreed that both parties will comply with the Data Protection Legislation and that this clause is in addition to, and does not replace, a party's obligations under the Data Protection Legislation. Data Protection Legislation means: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

(2) The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and CLS is the data processor.

(3) The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to CLS for the duration and purposes of this agreement. The Client agrees to provide CLS with such evidence as it requires in relation to the Client’s compliance with these requirements and, further, to indemnify CLS in relation to all and any liabilities, penalties, fines, awards or costs arising from the Client’s non-compliance with these requirements.

(4) CLS shall, in relation to any Personal Data processed in course of providing services to the Client:

(a) process Personal Data only on the written instructions of the Client (unless CLS has a legal obligation to process the Personal Data which, where permissible, it has notified to the Client before performing the processing required);

(b) have in place reasonable and proportionate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(d) not appoint a third party processor without the prior consent of the Client;

(e) not transfer any Personal Data outside of the European Economic Area without the prior written consent of the Client;

(f) assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications and impact assessments;

(g) notify the Client without undue delay on becoming aware of a Personal Data breach;

(h) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client unless subject to a legal obligation to store the Personal Data; and

(i) submit to audits requested by the Client.


Terms and conditions of Business

Non-professional services clients

1. Interpretation

In these conditions of business:

(1) "CLS" means Company Law Solutions Limited (including in any case when Company Law Solutions Limited is trading under the business name "Incorporation Services" or the business name "Community Companies"), its servants and agents and any company which is associated with Company Law Solutions Limited or acts as its nominee or agent or for whom Company Law Solutions Limited acts as a nominee, agent or sub-contractor.

(2) "Client" means any person, firm or company for whom CLS provides any goods or services or receives instructions or on whose behalf it acts and whether or not the Client is acting on behalf of himself or another.

2. Application

(1) Company Law Solutions Limited conducts business under the business names "Incorporation Services" and "Community Companies" as well as under its own company name, Company Law Solutions Limited, and these terms and conditions apply to all business conducted by Company Law Solutions Limited, whichever business name is used.

(2) These conditions shall be deemed to be incorporated into all contracts made between CLS and any Client and all work undertaken or goods or services supplied by CLS or on its behalf shall be deemed to be carried out pursuant to a contract incorporating these conditions.

(3) Each provision of these conditions is to be construed as a separate provision applying and surviving even if for any reason any other of the said provisions is held to be inapplicable or unreasonable or invalid.

3. Standard of care

(1) CLS is not a solicitor and where it undertakes any work, gives any advice, prepares any documents or forms for or on behalf of a Client or on instructions from a Client CLS will use its best endeavours to the standard expected of a reasonable company registration agent to ensure that all such work is competent, that any such advice is accurate and that all such documents and forms are competently and accurately prepared, having regard to the nature of the Client's instructions and the information available to CLS.

(2) Any such work, advice, documents or forms supplied by CLS shall be inspected and checked by the Client for accuracy and for suitability for the purpose they are intended and CLS shall not be liable for any direct or indirect loss, damage or costs caused to the Client or any other person by any error, inaccuracy, defect or lack of suitability for purpose of which the Client is aware or of which the Client would have become aware by such inspection and checking.

(3) Where CLS supplies goods or prints documents the goods or printing shall be reasonably adequate for the Client's purposes, as disclosed to CLS.

(4) Where CLS undertakes to supply any information (such as a company search) such information supplied by CLS or on its behalf shall be reasonably accurate, having regard to the accuracy of the source material and the nature and extent of the Client's instructions.

(5) Work will be undertaken and goods supplied by CLS as expeditiously as is reasonably possible but CLS shall not be liable in respect of any failure to meet any specified delivery or completion date.

4. Client's warranties and liabilities

The Client warrants:

(1) the accuracy of all information given to CLS by the Client, any agent of the Client, or by or on behalf of those on whose behalf the Client acts;

(2) that where the Client is a solicitor or accountant or any other person whose qualifications, knowledge or experience is relevant to the work undertaken by CLS that the Client will exercise the care that may reasonably expected of such a person in instructing CLS and in inspecting and checking all work, information, documents and forms as are supplied by CLS.

(3) that following any instructions given by the Client will not cause CLS to infringe the law of any country;

(4) that where shares or company appointments are held by CLS's nominees in connection with the formation of a company or any other matter for the Client that all necessary steps will be taken to complete the transfer of any such shares, the resignations of such nominees and the substitution of appointees in place of the nominees to the appointments and the completion of all legal formalities in connection with the appointment of officers, the issue or transfer of shares, a change of the address of such company's registered office or any other similar matter;

(5) that where documents are supplied to CLS for printing or for any other purpose that such material is free of all defamatory matter or copyright or other legal restrictions and the Client undertakes to indemnify CLS fully against any liabilities, actions, demands, costs, charges, penalties or expenses imposes upon CLS or its employees, agents or nominees as against any claim made against it or them or any of them in respect of the content of any such document.

5. Limitation of liability

(1) In the event that CLS shall be liable for any loss or damage to the Client or any third party in respect of any breach of the express or implied terms of any contract or for negligence or in any other way, such liability shall in all cases be limited to the payment of an amount not exceeding £1,000,000 in respect of any one claim or series of connected claims. The Client shall be responsible for and shall indemnify CLS against all liabilities relating to any loss or damage suffered by any third party in excess of £1,000,000 as a result of work undertaken or goods supplied to, or at the request of, the Client.

(2) Notwithstanding any other provision of these conditions or any express or implied term of any contract, CLS shall not be liable to the Client or any third party for any loss or damage arising indirectly or consequentially from any breach of contract or negligence, or for any loss of profits or loss of contracts or advantages.

(3) Where advice or instructions are given or received orally CLS shall have no liability for any misunderstanding or misinterpretation which may arise, whether on the part of CLS or the Client.

(4) The Client shall inspect any goods, documents, information or advice supplied by CLS on receipt and shall within five working days of such receipt give notice to CLS of any alleged deficiency therein. If the Client fails to give such notice, the goods, documents, information or advice shall be deemed to be in all respects in accordance with the Client's instructions and the contract.

(5) CLS shall have no liability for any claim made by the Client unless written particulars thereof (giving full details of the specific matter in respect of which such claim is made) is received by CLS within 12 months after the date of CLS's invoice in respect of the matter on which the claim is based.

6. Payment

(1) Payment of all invoices rendered by CLS shall be made within 30 days from the date of the invoice.

(2) The Client shall on demand make such payment to CLS as shall be reasonably required to meet disbursements which have to be made in carrying out the Client's instructions. CLS may suspend work if such payments are not made.

(3) If payment is not made in accordance with these conditions CLS may:

(a) cancel any outstanding contracts with the Client without compensation to the Client but with the right to be paid in respect of all work done or goods supplied and to be reimbursed in respect of any monies paid out on account of the Client up to the date of cancellation;

(b) notify any person on behalf of whom the Client gave instructions or any company registered on the instructions of the Client and demand payment of the outstanding amount from such person or Company;

(c) publish in such manner as it sees fit the fact that the Client has defaulted on payment of sums due to CLS.

(4) The person, firm or company from whom CLS receives instructions shall be liable as a principal for all costs, charges and expenses due in respect of work carried out or goods supplied by CLS whether or not such Client purports to act as an agent for another. A Client may not assign the benefit or burden of any contract with CLS.

(5) Goods and documents shall become the Client's property upon payment in full of the invoice in respect of them and in accordance with these conditions. The Client shall however be responsible and bear the risk of all loss or damage to the goods or documents from the time the goods are despatched by CLS or on its behalf.

7. Law

(1) Any contract between CLS and any client shall be governed by and construed in accordance with English law and the Parties hereto irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or connected with this Agreement.

(2) We comply fully with the Consumer Protection (Distance Selling) Regulations and the Electronic Commerce Regulations.

(3) Generally under the Regulations you have the right to cancel the contract by giving us notice in writing, including fax or email at any time during the 'cooling off period' which finishes 14 calendar days after the day of receipt of the goods

(4) Due to the bespoke nature of most of the goods and services that we provide they are exempt from that 'cooling off' period and you may not cancel the order once it has been started.

(5) Where goods are purchased which are not bespoke, the order may be cancelled within the 14 calendar days 'cooling off' period provided that it has not been used or damaged in any way. Any such cancellation must be in writing and any goods returned to the company by recorded mail at the expense of the customer.

8. Data Protection

(1) For the purposes of applicable data protection legislation, CLS will process any personal data you have provided to it in accordance with the Privacy Notice available on our website. If you have any queries about the manner in which personal data will be processed by CLS or your rights in relation to such processing you should contact The Data Privacy Manager by email to info@companylawsolutions.co.uk or by post to Company Law Solutions Limited, Spaceworks, Benton Park Road, Newcastle upon Tyne, NE7 7LX.

(2) You agree that, if you have provided to CLS personal data relating to a third party (1) you have in place all necessary appropriate consents and notices to enable lawful transfer of such personal data to CLS and (2) that you have brought to the attention of any such third party the Privacy Notice available on CLS’s website or otherwise provided a copy of it to the third party. You agree to indemnify CLS in relation to all and any liabilities, penalties, fines, awards or costs arising from your non-compliance with these requirements.

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