TERMS AND CONDITIONS 1. Definitions and Interpretations
These terms and conditions are distinct from the virtual office terms and conditions.
In these terms and conditions of business:-
“Capital” means Capital Business Links Limited, its website www.capitalbl.co.uk, any other member, associated or subsidiary of Capital Business Links Limited.
“WEBSITE or “SITE” means the website of Capital Business Links Limited.
“CLIENT” means the person (s) or Firm/Company who has requested “Capital” to provide services or has agreed or has previously paid for services, or the logged in user in the case of website orders.
“COMPANY” means any one or more companies that the client has asked Capital to provide service for, incorporate or transfer.
“GOODS” means the Company including (without limitation) documents and publications of all descriptions.
“SERVICES” means any company formation, management services, documentary or administration or accounting services provided to the client, or on behalf of the client.
2. Sale
No goods or company can be reserved unless payment has been received in full.
Capital will not, in any circumstances agree to re-acquisition of Goods or the right to a company name or take back documents applicable to the Goods and the customer will remain liable to pay Capital the charges in relation to the Goods in accordance with these conditions, and in particular, without prejudice to the generality of the foregoing, where forms relating to the transfer of the company have not been signed by the client and returned to Capital , either by post or by online submission.
Capital enters into a sale agreement with the client on the basis that the client has supplied Capital full and proper instructions and has the authority to compile online forms for appointment of officers of the Company being purchased.
Capital will endeavour to meet the time scales set out in the website and other publications but these time scales are estimates only and Capital can accept no responsibility for delay caused by third parties or for reasons beyond its control.
Whilst Capital will endeavour to advise clients with regards to the use of a name or similarity to any other company name Capital will not be held responsible for any actions arising against the client in respect of such similarity, passing off or infringements of any trademarks.
All instructions or requests for action shall be transmitted to Capital in writing, however Capital may, at its discretion, agree to action any such instruction or request given other than in writing only on the express understanding that Capital shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good faith.
Capital shall not be liable for any failure to comply wholly or in part with any instructions and shall not be liable for non-receipt of instruction. The client shall have no claim whatsoever against Capital on anything done or omitted to be done or in respect of any exercise or discretion.
3. Currency
All prices are quoted in pounds sterling and payment cannot be accepted in any other currency.
4. Compliance with Money Laundering Regulations
In order to comply with laws and money laundering regulations Capital reserves the right to ask any client to provide photo identification and a proof of residential address. Any client wishing to use an annual renewable service will be required to provide Capital with a copy of a valid passport plus a copy of a recent utility bill or bank statement to confirm the usual residential address. Capital will be unable to provide the goods or services requested if the client is unable to provide evidence of identity or other due diligence items requested by Capital .
5. Warranty and Liability
Capital warrants:-
That any company supplied by it pursuant to an order placed by a customer is clean and free of charges, duly incorporated and has not traded. Save as hereinbefore provided and save as implied by statue Capital makes no warranty as to its Goods. Capital accepts no liability for failure to deliver Goods and will only supply duplicate company documents or Goods where possible and only when Client notifies Capital in writing within 14 days of the expected date of arrival of Goods or company documents.
That it will take all reasonable care to ensure the accuracy and completeness of the information provided in its literature and its website. However, all advice given and publications produced by Capital are based on its interpretation of current legislation and is given in good faith and does not purport to be legal or tax advice, No liability can be accepted by Capital for advice given, by Capital , its employees or associates and client should always seek independent advice from their tax or legal advisors.
That it will take steps given in the Privacy Policy to secure the client’s personal data and credit card information.
That it will provide a password protected user account to the website clients.
That it will send an email to the client once an order is received on the site giving details supplied to Capital by the client. However, the client may not interpret this email acknowledgment as a confirmation that the company has been incorporated until such time as the company documents are delivered to the client’s address.
That in the event a client’s application is rejected by Companies House it will keep to the client’s credit the fee paid to Capital until further instruction is received from the client.
The client warrants:-
The client will be responsible for the security of his / her user account on the website. The client will be responsible to pay for all services ordered on that account unless Capital is notified otherwise.
The client will ensure that the new company shall not trade or purport to trade until such time as Capital has fully transferred / appointed the client’s given officers and shareholders and has confirmed it to the client in writing.
The client accepts that the use of a company name in any manner whatsoever by the client prior to complete transfer or incorporation and receipt of company documentation is regarded as unauthorised and may be construed as illegal.
The client accepts that by entering into a contract with Capital he/she is irrevocably authorising Capital to create electronic signatures on documents required to be signed by client or other individuals or bodies and to lodge on behalf of the client and such individuals and bodies all necessary documents with third parties including, without limitation, documents at Companies House and the client warrants that he has sufficient authority from the individuals or bodies mentioned in this sub-clause to instruct Capital on their behalf.
The client accepts that owing to the nature of company formation service Capital will not give refund of any money paid towards company formation and the client will remain responsible for running the limited company in accordance with Company law.
6. Registered Office, Nominee Secretary and Administration Services
The client shall indemnify Capital , its directors, employees, agents, associates or representatives at all times against any cause of action arising from the provision of the company, administration, management services or any other related services and in particular the client agrees to indemnify Capital against any cause or action arising whatsoever which relate to the provision of any services and which relate to the instructions carried out upon the specific instructions of the client or otherwise any matters or acts which have been performed or omitted to be performed by the client or their agents on behalf of the company.
Where Capital is providing a registered office, this cannot be used as a general correspondence or business address of the Company and cannot be used in any brochures, publications, or documentation to claim, imply or give indication that this is a general correspondence or business address of the Company. If such service is required Capital must be notified and the accommodation address service must be taken up.
The client hereby agrees to keep Capital informed of any changes in their correspondence address, officials of the company and contact details.
All communications for administration, management or provision of any services for the company including forwarding of annual returns, notices, correspondences etc shall be deemed to have been properly communicated to the client if sent to the last known address provided by the client. It shall not be necessary for Capital to provide proof of postage.
Capital reserves the right to terminate administration, management or any other services being provided if it is not satisfied that the company or client is conducting their affairs within the law and current legislation, under such termination, which shall be made in writing to the client, no refund of fees paid will be made.
Where Capital is acting as nominee secretary on behalf of the company and Capital sign any official forms these forms shall be signed for and on behalf of the company and its officials and the company and its directors shall personally indemnify Capital and its officers against all actions, demands, costs, claims, charges, penalties and expenses that may result from signing such documents.
7. Amendments
Capital reserves the right to revise the terms and conditions and content of its website at any time and without notice. By continuing to use the website following such changes the client agrees to be bound by the amended terms and conditions.
8. Prices and Payment
The prices payable for goods and services offered by Capital are set out on the website. Capital reserves the right to vary these prices from time to time and post such changes to the site.
All fees are payable at the time of instruction for services, unless the client is a credit account holder, as agreed in writing by Capital.
Any fees paid to Capital are non-refundable, unless specified otherwise in writing.
9. Consequential Loss
If Capital shall be unable to fulfill an order for any reason whatsoever Capital shall incur no liability for any loss or damage resulting there from.
Any time quoted for delivery is an estimate only and Capital will not be liable for any losses or damages arising as a result of late or non-delivery.
Without prejudice to the generality of the foregoing, Capital is dependant upon the smooth operation of Companies House and other bodies and Civil Servants and accepts no responsibility for interruption to normal services arising there from or from any form of industrial action, whether primary or secondary, or any circumstances normally comprehended within the expression “force majeure”.
Without prejudice to the generality of the foregoing, in no circumstances whatsoever is Capital liable for consequential loss.
10. Jurisdiction
These terms and conditions shall be governed by English law and will be subject to the exclusive jurisdiction of English courts.
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