TERMS AND CONDITIONS OF USE –  COMPANY FORMATION SERVICES

1.      Definitions
'our', 'we' and 'us' means Stanley Davis Group Limited 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
'terms and conditions' includes these terms and conditions of business, our Privacy Policy and all other instructions to you posted on our site.

2.      Terms and Condition
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 user name and password. This will allow future access to the online Company Administration 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 user name and password.
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.      Our Service
3.1    Our Company Formation services shall consist of the electronic, standard, premier, professional, name reservation or other incorporation services listed and described on the Company Formations home page. Any alterations to our standard Memorandum & Articles of Association or formation of a company with your own documents shall be subject to an additional charge. 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 Company Administration pages; there is 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.
3.2    As Trust and Company Service Providers @UK PLC are obliged by the Money Laundering Regulations 2007 (EC Third Money Laundering Directive), which came into force on 15th December 2007, to register with HM Revenue & Customs and to undertake due diligence on all clients with whom we have a 'continuing business relationship'. This includes the provision of Company Secretarial, Registered Office and Dormant Company services. For UK based clients the due diligence may take the form of electronic verification. Where identity can not be verified electronically or where the client is non-UK based then the due diligence will be in the form of certified copy ID documents. Your consent to ID verification will be presumed when ordering any service which requires due diligence. Formal identification of all company directors and beneficial owners of companies will require you to send us for each person
either:
a recent utility bill showing your name and current address and also a passport or a photo driving licence, (these can be original documents or copies certified by a solicitor, notary public or commissioner for oaths)
or:
you can supply us with name, address and date of birth of all parties, so we can do an online identity validation.

3.3    Our Registered Offices services shall consist of the services listed and described on the Registered Office Services page. The Registered Office service does not entitle the user to hold out this address as his trading address; the address may not be given on any document, letterhead or invoice or published on any website unless it is described as a registered office address only. The Registered Office service is not to be used for receiving parcels or large volumes of commercial mail and an additional charge will be made for forwarding where such mail has been received. 
3.3.1    If after repeated invitations to renew the registered office service at year end, the service is not renewed, and a change of address to an address other than our own is not filed, or if the due diligence information is not provided within 14 days of the commencement of the service we reserve the right to file a change of registered office address for any companies connected to the purchaser that are using our address to the address of the purchaser of the company or any UK address you have provided in the course of your business with us. If you are an overseas based client and can not provide us with an alternative UK address then we reserve the right to appoint our nominee director and dissolve any of your companies we are acting for so as to remove our address from the register. Where we have provided Registered Offices services at your request and subsequently have to file a change of address because you have failed to provide due diligence no refund will be given.
3.3.2   We may withdraw the registered office service at any time at our discretion if, in our opinion, the address is being used for any illegal purpose or to enable the user to avoid his responsibilities to the authorities, his customers or the general public.
3.3.3   We can process the order immediately to form your new company and act as Registered Office but will have to take the action detailed in 3.3.1 if no due diligence is received by our office within 14 days. Where we have provided Registered Offices services at your request and subsequently have to file a change of address because you have failed to provide due diligence no refund will be given.

3.4   Our Company Secretarial services shall consist of the services listed and described on the Company Formations home page. Any additional work beyond countersigning documents as Secretary or filing the Annual Return will be chargeable at a rate to be agreed in advance of the work being undertaken. @UK PLC cannot undertake any filing without confirmation from the customer of the accuracy of the company details
3.4.1 We can process the order immediately to form your new company and act as Company Secretary but will have to resign our appointment from any companies we are acting for if the due diligence information is not provided within 14 days of the date of the appointment. Where we have provided Company Secretarial services at your request and subsequently have resigned because you have failed to provide due diligence no refund will be given.

3.5   Our Dormant Company Services shall consist of the services listed and described on the Company Formations home page. The service is being re-branded from October 2008 as a Name Reservation Service and existing customers should see no change in the service provided. From 1st October 2008 the dormant company service will exist only for companies registered before 8th November 2006. @UK PLC will continue to act as Director, Secretary, Shareholder and Registered Office. For those companies registered after 8th November 2006 the service will switch to the new Name Reservation Service. @UK will ensure the appointment of a personal director from 1st October 2008 and, upon each renewal of the service, the filing of the Annual Return and Dormant Company accounts to keep the company in good standing at Companies House. The company will be held by @UK PLC until such time as you wish to pay a nominal upgrade fee and take it on or trade with it, or you no longer require us to hold the company. We will then resign our officers in order to dissociate ourselves from the company. Companies House will then begin the process of striking off the company
3.5.1   While the dormant company is under the control of @UK PLC it may not be used for any trade or activity. We may withdraw the service at any time at our discretion if, in our opinion, the service or the registered office address is being used for any illegal purpose or to enable the user to avoid his responsibilities to the authorities, his customers or the general public. Where we receive information that the company name is an infringement of a third party’s intellectual property rights or is being used for any illegal or improper purpose, we will resign our officers immediately and give you the option of dissolving the company or taking on the administration of the company yourself. We will not be responsible for entering into any negotiations or defending any actions against the company. If after repeated invitations to renew the service at year end, the service is not renewed, we reserve the right to resign all our officers and file a change of registered office address to any address you have provided in the course of your business with us or, at our discretion, to dissolve the company.
3.5.2   We can process the order immediately to form your new company and provide Dormant Company Services but if you have not provided the due diligence information within 14 days of the commencement of the service you must take over the administration of the company yourself or we will commence procedures to dissolve the company and have it removed from the register. Where we have provided Dormant Company services at your request and subsequently have to pass the administration on to the client or dissolve the company because you have failed to provide due diligence no refund will be given.

3.6   Our Name Reservation Service shall consist of the services listed and described on the Company Formations home page. The service is the dormant company service re-branded and existing customers should see no change in the service provided. @UK PLC will continue to act as Director, Secretary, Shareholder and Registered Office and will ensure the appointment of a personal director and, upon each renewal of the service, the filing of the Annual Return and Dormant Company accounts to keep the company in good standing at Companies House. The company will be held by @UK PLC until such time as you wish to pay a nominal upgrade fee and take it on or trade with it, or if you no longer require us to hold the company it will be allowed to lapse.
3.6.1   While the dormant company is under the control of @UK PLC it may not be used for any trade or activity whatsoever, including holding assets. We may withdraw the service at any time at our discretion if, in our opinion, the service or the registered office address is being used for any purpose, including an illegal purpose, or to enable the user to avoid his responsibilities to the authorities, his customers or the general public. Where we receive information that the company name is an infringement of a third party’s intellectual property rights or is being used for any illegal or improper purpose, we will resign our officers immediately and at our discretion may dissolve the company. We will not be responsible for entering into any negotiations or defending any actions against the company. While under our care the company will remain dormant and any actions entered into by the client in the name of the company will constitute a fraud. If after repeated invitations to renew the service at year end, the service is not renewed, we reserve the right to resign all our officers and file a change of registered office address to any address you have provided in the course of your business with us or, at our discretion, to dissolve the company.

3.7   Our Annual Filing and Compliance Service shall consist of the services listed and described on the Company Formations home page. @UK PLC cannot undertake any filing without confirmation from the customer of the accuracy of the company details.

3.8.1   Barclays Business Account.
All company formation packages except the Name Reservation Service are offered inclusive of an application to open a Barclays Business Account. If this account is not required or an alternative bank is preferred then there is an opportunity on the basket page to decline the Barclays account and, if required, select an alternative bank account provider from the Business Services section of the Company Services page. In agreeing to a business bank account application being forwarded you are agreeing to your data being shared with the bank for this purpose.
3.8.2   Barclays Bank can not, at present, offer business accounts to non-UK resident clients. Barclays Bank does not warrant or guarantee to offer a business account to every applicant. All applications will be subject to the Bank’s usual due diligence procedures and some applications may be declined. @UK PLC has no influence in this process and can not intervene if an application is declined. Bank accounts are offered on the individual banks terms and conditions in force at the time of application. Any cash back or other promotional offers by @UK PLC in respect of successful bank account applications will be limited to those displayed on our website at the time of application.

4.      Your Obligation
4.1   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.
4.2    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.
4.3   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.
4.4   It is your responsibility to ensure that any company name or domain name 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.
4.5   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. 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.

5.      Our Obligations
5.1   We will exercise reasonable care in compiling our site, use reasonable efforts to make our site available to you at all times; and take the steps set out in our Privacy Policy to endeavour to secure any personal data or credit card information you give us.
5.2   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.
5.3   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.
5.4   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.
5.5   If you request business bank account facilities for your new company, we will pass your request to Barclays. We accept no responsibility for the bank account and Barclays will undertake their own necessary due diligence procedures.
5.6   We act as an agent for you when dealing with Companies House or any other registry or Revenue authority in any jurisdiction. 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.

6.      Price and Payment
6.1   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.
6.2   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.
6.3   You agree to pay the prices set out on our website for services selected by clicking the accept button.
6.4    All companies shall remain our property until payment is received in full.

7.      Performance
7.1   Time is not of the essence 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)
7.2   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.

8.      Exclusions and Limitations
8.1   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. 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.
8.2   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.
8.3   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.
8.4   Each of the provisions of this clause 8 shall be construed as a separate, and severable, provision of these terms and conditions.

9.      Variation
9.1    We reserve the right at any time without notice to revise the content of our site (including the services offered by us) 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.

10.     Termination of Access
10.1   We reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide the service to any user that is in breach of the terms and conditions.

11.     Link to other sites
11.1   Certain links, including hypertext links, in our site may take you outside our site. Links are provided for your convenience and inclusion of any link does not imply endorsement or approval by us of the linked site, its operator or its content. We are not responsible for the content of any website outside our site. Our site contains links to websites owned and operated by third parties and which are not under the control of @UK PLC. If goods and services are purchased from such third party websites we make no warranties and accept no liability in relation to either material contained thereon or the goods and services supplied.

12.     Force Majeure
12.1   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.

13.     Privacy
13.1   You agree that we may collect, store, and use information about you in accordance with our Privacy Policy. You acknowledge and agree to be bound by the terms of our Privacy Policy.

14.     Ownership Rights
14.1   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. 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.

15.     Third Party Rights
15.1   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.

16.     Jurisdiction
16.1   Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.

17.     Abuse Reporting Procedure

          Please help us by reporting any abuse you spot, which you believe has come from the cloudBuy systems or servers by contacting the Customer Support Team
          Email: abuse@ukplc.com  (Please make the email subject line as follows: Abuse Report)
          Phone: 0118 963 7052
          You will receive an acknowledgement of you report and we will send you a ticket/complaint number within 1 working day.
          Your report will be immediately investigated.

18.     Complaints Procedure           If you are unsatisfied with the service you have received please contact:
           Customer Support Team
           Email:  company@ukplc.com  (Please make the email subject line as follows: Official Complaint)
           Phone: 0118 963 7052
           You will receive an acknowledgement your complaint and we will send you a ticket/complaint number within 1 working day. Your complaint will be investigated and replied to within 5 working days.