This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the Services (as defined below) listed on our website www.rapidcompanies.com (the website to be interpreted as 'site') to you. Please read these terms and conditions carefully and make sure that you understand them, before ordering any Services from our site. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

1. General

1.1 We operate the websites www.rapidcompanies.com and www.rapidcompanies.co.uk. We are Rapid Corporate Services Limited (RC), a company registered in England and Wales under company number 05391899 and with our registered office at Office 12, Amy Johnson Way, Clifton Moor, York, YO30 4AG

2. Interpretation

2.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).

2.2 Headings in these Conditions shall not affect their interpretation.

2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.4 A reference to legislation is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

2.5 A reference to writing or written includes faxes and e-mail.

2.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

3. Your Status

3.1 By placing an order through our site, you warrant that:

(a) you are legally capable of entering into binding contracts; and

(b) you are at least 18 years old.

4. How the Contract is Formed and Cancellation Rights

4.1 After placing an Order, you will receive an e-mail from us acknowledging that we have received your Order. Please note that this does not mean that your Order has been accepted. Your Order constitutes an offer to us to buy a Service.

4.2 All Orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an Order Acceptance. The contract between us (Contract) will only be formed when we send you the Order Acceptance.

4.3 Unless agreed otherwise (and with the exception of the Credit Analysis Service detailed within clause 19), RC's performance of the Service to the Client will commence at the point of sending the Client the Order Acceptance.

4.4 The Consumer Protection (Distance Selling) Regulations 2000 permits consumers to cancel a contract after it is has been entered into subject to certain limitations and requirements. The Client's will only have the right to cancel the Contract within 14 working days, starting the day after the date of receipt of the Order Acceptance but only if RC has not started to provide its Service. If RC has started to perform its Service to the Client when it sends the Order Acceptance, the Client will have no rights of cancellation.

4.5 If you have the right to cancel then:

4.5.1 you will need to send a notice in writing to us stating that you wish to cancel the Contract. To cancel the Contract you will need to send a letter to us. You can send the letter by post, email or facsimile or by personal delivery. Contact details for where to send the letter are set out in this clause. If you cancel the Contract orally, you will need to confirm the oral cancellation in writing and send it to us by one of the means just specified; and

4.5.2 you will need to send us the notice of cancellation within 14 working days, with the 14-day period starting with the day after you receive the Order Acceptance;

4.5.3 you can send us the notice of cancellation by e-mail to info@rapidcompanies.com or by post to Office 12, Amy Johnson Way, Clifton Moor, York, YO30 4AG marked for the attention of Customer Service;

4.5.4 after we receive your notice of cancellation, we will refund the money you have paid to us within 7 working days.

5. Application of Conditions

5.1 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

5.2 Certain of the Services supplied by RC are subject to specific provisions in these Conditions. The Services and the specific provisions applicable to them are listed at clauses 11 to 20. If there is any inconsistency between those specific provisions and other provisions of these Conditions, the specific provisions shall prevail.

6. Credit Accounts

6.1 RC may agree to allow a Client to hold a credit account with RC (Account Holder) on such terms as RC considers appropriate. RC will provide written notice that such an account has been approved (Notice of Approval) and the terms of the credit account.

6.2 The Terms of credit accounts are that RC shall invoice the Account Holder on a periodic basis for the Services performed by RC over such period and the Account Holder shall pay such invoice in accordance with the provisions of clause 22 of these Conditions.

6.3 If an Order is placed with RC by an Account Holder, the Account Holder acknowledges and agrees that:

(a) it shall be charged for the Service at the rate which is current on the date the Service is performed (and that rate may be different to the rate on RC's site at the date the Order is placed and may be different to the rate of the Service as stated in the Order Acceptance);

(b) RC's right to receive payment shall not be affected in any way by:

(i) whether the Service performed by RC meets the Account Holder's or its client's expectations, save where the Service is negligently performed by RC or where RC is otherwise in breach of the Contract; or

(ii) whether the Account Holder has received payment from any third party, including, without limitation, a client of the Account Holder.

6.4 RC shall have the right to withdraw, suspend, reduce or limit its consent for the Client to have a credit account with RC and RC's right to do so is absolute and without the need to provide reasons.

7. Client's Obligations

7.1 The Client shall:

(a) co-operate with RC in all matters relating to the Services;

(b) provide, in a timely manner, such information as RC may reasonably request, and ensure that it is accurate in all material respects;

(c) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable RC to provide the Services, including, without limitation, obtaining and maintaining all licences and consents as are required for RC and/or the Appropriate Authorities to communicate to and with the Client by e-mail;

(d) respond promptly to requests made by RC for information and confirm in writing all oral instructions given to RC;

(e) keep and maintain adequate records for a period of at least six years after RC provides the Services. If the Client does not keep such records, if RC is required to keep such records for the Client, RC may reasonably charge the Client for doing so;

(f) appoint such professional advisors (lawyers, accountants, tax advisors) as may be appropriate in all the circumstances and rely on advice given by them. RC does not provide such advice but can on request pass on contact details of those who do.

7.2 If RC's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission of the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) RC shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays RC's performance of any of its obligations;

(b) RC shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from RC's failure or delay to perform any of its obligations as set out in this clause 7.2; and

(c) the Client shall reimburse RC on written demand for any costs or losses sustained or incurred by RC arising directly or indirectly from the Client Default.

8. Time for Performance

8.1 Unless specifically stated to the contrary by RC, any performance times given by RC to the Client are estimates only and time for performance shall not be made of the essence by notice. RC shall not be liable for any delay in performing the Services or any part of them, subject to any obligations that RC may have to perform the Services with reasonable skill and care.

9. Timely and Accurate Instructions and Information

9.1 Clients need to issue instructions to and give information to RC in sufficient time for RC to be able to perform the Service required and to meet any statutory or other deadlines. The Client should take into consideration that RC may need time to:

(a) deal with the instructions or information;

(b) deal with matters that arise out of or in connection with the instruction or information; and

(c) send documentation to the Appropriate Authorities.

9.2 If instructions or information are not provided in sufficient time, there is a risk that an Appropriate Authority may impose penalties on the Client, a Client Company or on RC. RC shall not be liable for the payment of any such penalties. The Client shall indemnify and keep indemnified RC in respect of any penalty imposed on RC.

9.3 Clients need to ensure that all instructions and information given to RC are complete and accurate. RC is entitled to rely on the accuracy and completeness of information and instructions given by the Client. If instructions or information are not given accurately or completely to RC, then:

(a) the Appropriate Authorities may reject Applications made by RC;

(b) further information may be required by the Appropriate Authorities before they will accept Applications made by RC; and

(c) the Appropriate Authorities may impose penalties on the Client, a Client Company or RC.

9.4 Where Applications made by RC to the Appropriate Authorities are rejected or further information is requested by the Appropriate Authorities for the reasons set out in clause 9.3, the Client shall:

(a) pay RC's charges for the additional work caused by the rejection of any Application or request for further information;

(b) pay any Disbursements incurred by RC in relation to the additional work; and

(c) indemnify and keep indemnified RC in respect of any penalty imposed on RC.

10. Change of Name or Objects or Jurisdiction

10.1 Some company names or objects or jurisdictions ordered by the Client may not be available. In these circumstances RC will contact the Client to resolve the matter. All Services will be performed once RC has been instructed by the Client what to do in the circumstances and the Client may be liable for additional charges (including for example any additional Disbursements) and/or a delay in the performance of the Services may result.

11. Company Formation Services

Where RC provides Company Formation Services the following shall apply:

11.1 With the exception of Account Holders, the Service must be paid for in advance by the payment of the appropriate Fee and Disbursements.

11.2 The Client shall provide the relevant details and complete the relevant documentation with the Order. The relevant details and documentation required are set out at www.rapidcompanies.com or www.rapidcompanies.co.uk. The Client recognises and acknowledges that:

(i) RC shall use and rely on the relevant details and documentation to file the Application for the incorporation or purchase (as appropriate) of the Client Company; and

(ii) if all the relevant details and documentation is not provided at the time the Client places the Order, the Service may be delayed and RC shall have no liability in those circumstances.

11.3 Unless agreed otherwise, RC shall file the Application as soon as possible on receipt of the Order, RC's acceptance of the Order, the payment of the relevant Fee and Disbursements and all the relevant details and documentation save that RC shall not require advance payment of the relevant Fee and Disbursements from Account Holders.

11.4 Where RC is instructed to purchase or transfer an Off-the-Shelf Company or transfer a dormant or existing company, legal title to the shares in the relevant company will only pass to the purchaser:

(a) upon the completion of the appropriate forms and filing with the Appropriate Authorities (if appropriate);

(b) upon receipt by RC of any monies owing to RC including the Fee, Disbursements and any other costs; and

(c) upon satisfaction of MLR checks undertaken by RC.

11.5 Where a company name is selected by the Client for incorporation or purchase for whatever reason, RC warrants only that it will make application to the Companies Registry for the incorporation or purchase of a company with that name, and that if incorporation or purchase is permitted, it is permitted by the Companies Registry on the basis of its view that the name will not conflict with the name of any other company within that jurisdiction at the time of incorporation or purchase on the Companies Registry.

11.6 RC does not warrant that the name will not conflict with the rights of currently operating businesses, and in particular RC does not warrant that the use of the name may not give rise to actions for passing off, or for infringement of any other proprietary or legal right. RC has not investigated and cannot investigate the possibility of the existence of conflicting rights and the Client accepts sole responsibility for meeting all and any claims of any kind whatsoever arising out of the use of the name, and agrees to indemnify RC in respect of any costs, expenses or damages it suffers or for which it is held liable as a result of any such claims.

12. Banking Facilities

Where RC introduces the Client or Client Company to providers of bank accounts or other banking facilities the following shall apply:

12.1 For the avoidance of doubt, RC does not provide bank accounts or banking facilities. RC may introduce a Client or a Client Company to a party which does provide such services. For information on other services provided by RC see clauses 11 and 13 to 20.

12.2 The Client acknowledges and understands that:

(a) an introduction by RC to any provider of bank accounts or banking facilities does not mean that the provider will agree to supply bank accounts or banking facilities to the Client or the Client Company; and

(b) bank accounts or banking facilities are supplied on such terms and conditions as the provider determines and such terms and conditions will govern the relationship between the provider and the Client or Client Company.

12.3 RC warrants that it has used all reasonable endeavours to introduce the Client and Client Company to reputable providers. The Client acknowledges, however, that:

(a) the provider is solely responsible for the provision of bank accounts and banking facilities. RC gives no warranty as to the competence, efficiency or standing of the provider; and

(b) RC has no control over the use of any bank account or banking facilities by the Client, Client Company or any third party and the Client indemnifies RC and shall keep RC indemnified in respect of any losses, claims, proceedings, costs and expenses which RC incurs as a result of the use of such bank account or banking facilities.

12.4 RC will charge a Fee for this Service. With the exception of Account Holders, the Service must be paid for in advance.

12.5 RC reserves the right to receive commission from any provider for the introduction of the Client or Client Company.

13. Officers and Nominee Services

Where RC provides Officers as directors (Directors) or secretaries (Secretaries) (together referred to as Officers) or as nominee shareholders or nominee directors (Nominees) to act for a Client Company the following shall apply:

13.1 The Officers or Nominees shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management and running of the Client Company and shall endeavor to act in accordance with such requests and suggestions but they shall not be willing or required to act in any manner which is or appears to them to be dishonest, illegal, improper or incorrect. The Client acknowledges that RC, the Officers and Nominees may charge such fees as they consider reasonable to consider such requests and suggestions and may charge additional fees in the event of the requests or suggestions requiring action by RC, the Officers or Nominees.

13.2 RC reserves the right to procure the appointment of Officers and/or Nominees from any entity it considers appropriate (which may be related to RC).

13.3 The Client shall at all times indemnify and keep indemnified the Officers, Nominees or RC in respect of all actions, claims and demands, losses and costs made against or suffered or incurred by the Officers or Nominees or RC in the exercise or purported exercise of their duties unless the Officer, Nominee or RC shall be guilty of personal dishonesty.

13.4 The Client acknowledges and understands that Officers or Nominees may incur personal liabilities if certain statutory obligations relating to the Client Company are not complied with and that compliance with such statutory obligations is dependent upon the Client promptly paying fees and responding to requests for information. If the Client fails to pay Fees when due or respond promptly to requests for information the Officers or Nominees shall be entitled to resign their position and withdraw their services and the Client hereby irrevocably and unconditionally appoints RC or any subsidiary thereof its attorney and agent for the purpose of appointing the Client as director or shareholder (as appropriate) in their place.

14. Removal of Officers or Nominees

14.1 RC must be notified in writing sent recorded delivery to RC's address if the Client wishes to remove RC or its subsidiary or nominee as a Director, Secretary or Nominee of Client Company. For the avoidance of doubt the changing of a Director, Secretary or Nominee by the Client or any third party other than RC shall not be construed as having given notice of cancellation of the Service or a request to resign to RC or its subsidiary or nominee and RC shall continue to charge for the Officer or Nominee until such time as properly notified of cancellation of the Service by the Client in accordance with this clause 14.1.

15. Company Secretarial Services

Where RC provides company secretarial services (Secretarial Services) for a Client Company the following shall apply:

15.1 The Secretarial Services are supplied by RC for a period of one year, renewable on the anniversary of the commencement date and require the payment of the Fee for this Service in advance, with the exception of Account Holders.

15.2 The Secretarial Services shall consist of the maintenance of the company registers and the minute book of a Client Company and include:

(a) keeping the company registers and minute book at the registered office;

(b) making entries in the company registers and minute book when required; and

(c) making the company registers available for inspection.

15.3 RC may provide additional secretarial services which would not be regarded as standard and which would require additional fees to be paid by the Client. These services may include, but are not limited to, drafting minutes and resolutions, filings at Companies Registry and preparing forms required under the Companies Act 2006. The Client shall be informed of the need for the Client to pay additional fees before RC provides the additional services.

16. Registered Office Service

Where RC provides registered office services (Registered Office Service) for Client Company the following shall apply:

16.1 The Registered Office Service:

(a) is supplied by RC for a period of one year, renewal on the anniversary of the commencement date;

(b) requires the payment of the Fee and Post Costs (as defined below) for this Service in advance, with the exception of Account Holders; and

(c) is designed only for private limited companies formed in England and Wales.

16.2 If the Client has chosen and paid for the Registered Office Service, then RC shall:

(a) Register the office or location of RC as the registered office of the Client Company;

(b) Comply with the requirements of the Companies Act 2006 in regard to the maintenance of a registered office;

(c) Permit inspection of the company registers of the Client Company (to the extent required by law);

(d) Reserve the right acting as Company Secretary of the Client Company to open all communications sent to it which are addressed to the Client Company including:

(i) All official correspondence, notices of proceedings (or intended proceedings); and

(ii) Documentation which is specifically addressed to the Client Company's registered office. For the avoidance of doubt RC will not deal with any communications other than those listed in this sub clause (d); and

(iii) RC reserves the right to discard such communications as it reasonably considers, acting in its sole discretion, to be unwanted marketing materials; and

(e) Subject to receiving advance payment of Post Costs, forwarding all communications coming within the category of (i) and (ii) of sub clause 16.2(d) on to the Client Company, to such addresses as the Client may specify. RC shall use its reasonable endeavours to forward such communications within two working days of it being received by RC.

16.3 The Client Company shall provide to RC the Client Company's company registers (to enable them to be inspected by those entitled to do so). RC shall be responsible for making the company registers available for inspection if RC is providing the Company Secretarial Service. Whichever applies, the Client will be responsible for keeping the Client Company's registers up to date.

16.4 If a person wishes to inspect the company registers of the Client Company, the Client acknowledges and agrees that RC may determine whether a fee is charged for inspection and the level of the fee at RC's discretion. Any fees received by RC will be retained by RC.

16.5 RC shall be free to change the place of the registered office from time to time. RC shall provide reasonable notice of such change to the Client.

16.6 If either party terminates the Contract for the provision of the Registered Office Service or the Client does not renew or pay for further period of the Registered Office Service, then the Client shall be responsible for notifying governmental and regulatory authorities and other third parties of the location of the new registered office as well as notifying RC.

16.7 After termination of the Registered Office Service (and the notification of the change in the registered office of the Client with the relevant governmental or regulatory authority) RC shall not send any further communications RC receives to the Client (except for the period required under law). For a period of one month after termination of the Registered Office Service, the Client may collect any communications in person from RC.

16.8 RC shall charge the Client for the cost of postage used in sending communications it receives on to the Client plus a fee for dealing with each communication. The fee is set out in the tariff of charges of RC as set out on RC's website. In addition to paying the Fee for the provision of the Registered Office Services, the Client shall pay a deposit to cover postage and fees (Post Costs). The Post Costs shall be payable at the same time as the Fee for the provision for the Registered Office Service. RC shall have the right to require the Client to pay further Post Costs (up to the amount set at the time the Client paid the Fee for the Registered Office Service). If the Client does not pay the Post Costs (or pay further Post Costs when demanded), RC shall have the right not to send any communications it receives to the Client until payment is received (although the Client shall have the right to collect in person, during normal working hours, any communications received by RC).

17. Trademarks

Where RC provides trademark services the following shall apply:

17.1 With the exception of Account Holders, the Service must be paid for in advance by the payment of the appropriate Fee and Disbursements.

17.2 The Client shall provide all the relevant details and complete the relevant documentation for the registration of a new trademark name and/or logo with the Order ('Trademark Registration Information'). The relevant details and documentation required are set out at www.rapidcompanies.com or www.rapidcompanies.co.uk. The Client recognises and acknowledges that:

(i) RC shall use and rely on the Trademark Registration Information to apply for the registration of the trademark and

(ii) if all the Trademark Registration Information is not provided at the time the Client places the Order, the Service may be delayed (and, in some cases, by the time all Trademark Registration Information is provided, the name of the trademark and/or logo chosen by the Client may have been taken by another person) and RC shall have no liability in those circumstances.

17.3 Unless agreed otherwise, RC shall apply for the registration of a new trademark name and/or logo as soon as possible on receipt of the Order, RC's acceptance of the Order and the payment of the relevant Fee and Disbursements and all the relevant Trademark Registration Information save that RC shall not require advance payment of the relevant Fee and Disbursements from Account Holders.

17.4 The Client recognises and acknowledges that:

(i) the application for the registration of a trademark name and/or logo does not mean that the application will be accepted by the Intellectual Property Office and/or that the Intellectual Property Office will register the new trademark name and/or logo; and

(ii) the registration of a new trademark name and/or logo will not mean that the new trademark name and/or logo will not infringe or breach some other law, benefit or right.

17.5 Where a trademark name and/or logo is selected by the Client for registration for whatever reason, RC warrants only that it will make application to the Intellectual Property Office for the registration of that name and/or logo, and that if registration is permitted, it is permitted by the Intellectual Property Office on the basis of its view that it will not conflict with the name and/or logo of any other company within the same class of trademark at that time of registration on the Intellectual Property Office.

17.6 RC does not warrant that the use of the trademark name and/or logo will not conflict with the rights of currently operating businesses, and in particular RC does not warrant that the use of the trademark name and/or logo may not give rise to actions for passing off, or for infringement of any other proprietary or legal right. RC has not investigated and cannot investigate the possibility of the existence of conflicting rights and the Client accepts sole responsibility for meeting all and any claims of any kind whatsoever arising out of the use of the trademark name and/or logo, and agrees to indemnify RC in respect of any costs, expenses or damages it suffers or for which it is held liable as a result of any such claims.

17.7 Upon the registration of a trademark name and/or logo, an authenticated certificate will be sent to the Client. The original certificate is a legal binding document and any copying of the certificate will be treated as a copy.

17.8 If Client pays Fees and Disbursements, if applicable, for the combined search and registration service and the results obtained by RC from the search suggest that the registration of the Clients intended trademark is not probable; at the request of the Client, RC shall refund to Client the Fees and Disbursements, if applicable, paid for the trademark registration service.

18. Trusts and Trustee Services

Where RC arrange the appointment of trustees (Trustees) to a trust (Trust) for Client the following shall apply:

18.1 The Trustees shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management of the Trust but they shall not be willing or required to act in any manner which is or appears to them to be dishonest, illegal, improper or incorrect. The Client acknowledges that RC and the Trustees may charge such fees as they consider reasonable to consider such requests and suggestions and may charge additional fees in the event of the requests or suggestions requiring action by RC or the Trustees.

18.2 RC shall procure the resignation and replacement of the Trustees upon receipt of a written request from the beneficiaries.

18.3 The Client shall at all times indemnify and keep indemnified the Trustees or RC in respect of all actions, claims and demands, losses and costs made against or suffered or incurred by the Trustees in the exercise or purported exercise of their duties unless the Trustees and RC shall be guilty of personal dishonesty.

18.4 The Client acknowledges and understands that Trustees may incur personal liabilities if certain statutory obligations relating to the Trust are not complied with and that compliance with such statutory obligations is dependent upon the Client promptly paying fees and responding to requests for information. If the Client fails to pay Fees when due or respond promptly to requests for information the Trustees shall be entitled to resign their position and withdraw their services and the Client hereby irrevocably and unconditionally appoints RC or any subsidiary thereof its attorney and agent for the purpose of appointing the Client as trustee in their place.

18.5 RC must be notified in writing sent recorded delivery to RC's address if the Client wishes to remove RC or its subsidiary or nominee as a Trustees of Trust. For the avoidance of doubt the changing of a Trustee by the Client or any third party other than RC shall not be construed as having given notice of cancellation of the Service or a request to resign to RC or its subsidiary or nominee and RC shall continue to charge for the Trustee until such time as properly notified of cancellation of the Service by the Client in accordance with this clause 18.4.

19. Credit Analysis and Credit Correction

Where RC provides credit analysis and/or credit correction services the following shall apply:

19.1 Credit Analysis

(a) After sending an Order Acceptance RC will send the Client a letter of authority, which provides the Client's written authority for RC to request and be supplied with a copy of any credit file held by the Client (Letter of Authority), which the Client is required to sign and return to RC.

(b) Upon receipt of the signed Letter of Authority and payment of the Fee, and not before, RC will obtain an up to date copy of all credit files held by credit reference agencies relating to the Client or its address.

(c) Upon receipt of the credit file, RC will carry out an analysis of the credit file and will report to the Client once completed (Report).

(d) Unless otherwise agreed:

(i) the Client will be entitled to one copy of the Report provided by RC;

(ii) the Client will not be entitled to publish the Report (or sell or make the report available to third parties), or allow any other person to do so;

(iii) the copyright and database right (and all other intellectual property rights) in the Report (or any other material created or prepared, whether or not provided to the Client, by RC in performing the Service) shall belong to RC.

(iv) RC will not be able to remove information from the Client's credit file that has been properly recorded or where the matter is undischarged.

19.2 Credit Repair

Such services cannot be ordered via our site. Please contact RC directly to discuss your requirements.

20. Mail Forwarding

Where RC provides mail forwarding services (Mail Forwarding Service) for Client or Client Company the following shall apply:

20.1 The Mail Forwarding Service:

(a) is supplied by RC for a period of one year, renewable on the anniversary of the commencement date; and

(b) requires the payment of the Fee and Post Costs for this Service in advance, with the exception of Account Holders.

20.2 If the Client has chosen and paid for the Mail Forwarding Service, then RC shall:

(a) Register the office or location of RC as the mailing address of the Client;

(b) Reserve the right to open all communications sent to it which are addressed to the Client;

(c) Subject to receiving advance payment of Post Costs, forwarding all communications which are addressed to the Client on to the Client, to such address as the Client may specify. RC shall use its reasonable endeavours to forward such communications within two working days of it being received by RC.

20.3 If the Client terminates the Contract for the provision of the Mail Forwarding Office Service or the Client does not renew or pay for further period of the Registered Office Service, then any Fees paid shall be non-refundable.

20.4 After termination of the Mail Forwarding Service RC shall not send any further communications RC receives to the Client. For a period of one month after termination of the Mail Forwarding Service, the Client may collect any communications in person from RC.

20.5 The Post Costs shall be payable at the same time as the Fee for the provision for the Mail Forwarding Service. RC shall have the right to require the Client to pay further Post Costs (up to the amount set at the time the Client paid the Fee for the Registered Office Service). If the Client does not pay the Post Costs (or pay further Post Costs when demanded), RC shall have the right not to send any communications it receives to the Client until payment is received (although the Client shall have the right to collect in person, during normal working hours, any communications received by RC).

21. Money Laundering Regulations

21.1 Until such time as the Client and any other party to the transaction (including directors or shareholders of the Client) as RC deem necessary have satisfactorily passed the MLR checks carried out by RC then RC shall not release any documentation relating to the Services to the Client.

21.2 In the event that on completion of the MLR checks undertaken by RC, RC are unable to verify the identity of the Client or any other party to the transaction (including directors or shareholders of the Client) and the Client refuses or unreasonably delays in producing information to verify identity as requested by RC then RC reserve the right to treat the Client's actions as a repudiatory breach of contract. In these circumstances any Fee paid by the Client to RC shall be retained by RC as damages for the Client's breach of contract.

21.3 In the event that RC agree in its absolute discretion that the Client is entitled to a refund of Fees (in full or in part) then no refund of Fees shall be made until such time as the identity of the Client or any other party to the transaction (including directors or shareholders of the Client) as RC deem necessary to be subject to MLR checks, has been established to RC's satisfaction.

22. Fees and Payment of Fees

22.1 The payment of the relevant Fees (and Disbursements and/or Post Costs) for the Services ordered shall be made by the Client to RC at the time the Services are ordered and in advance of the performance of the Services unless the Services ordered are from an Account Holder.

22.2 The Client shall pay RC's charges for the Services at the rates prevailing from time to time as stated on RC's site.

22.3 Except where specifically stated to include VAT, all amounts are exclusive of VAT and any other applicable taxes, which will be charged in addition at the rate in force at the time the Client is required to make payment.

22.4 For Account Holders, invoices are due for payment 30 days from their date. If the Account Holder does not make a payment by any due date or the date stated in an invoice or as otherwise provided for in the Contract, RC shall be entitled to:

(a) charge interest on the outstanding amount at the rate of 4% per year above the base lending rate of HSBC Bank plc, accruing daily;

(b) require the Account Holder to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

(c) not perform any further Services (or any part of the Services).

22.5 Following the Establishment of an overseas Client Company, or a Trust or Foundation, Fees in relation to the annual renewals of said entities shall be invoiced directly to the Client Company, Trust or Foundation, including also any ancillary Services provided to the Client Company, Trust or Foundation.

23. Data Protection

23.1 The Client and any other party to the transaction (including directors or shareholders of the Client) hereby consents to RC collecting and processing their 'personal data' (as defined in the Data Protection Act 1998) and if required for the performance of the Services to transfer their personal data to third parties and/or countries within or outside of the European Economic Area (EEA) which may have laws which give less protection to an individual's personal data than the laws of the UK for the express purpose or as part of providing the service or services ordered.

23.2 The Client is advised to read:

(a) RC's Privacy Policy which sets out how RC collect, use and process personal data; and

(b) RC's Cookies Policy which sets out how RC recognises the different uses of the website and counts the number of online visitors.

(c) RC's Terms of Use Policy which governs the correct and acceptable use of the site

24. Confidentiality

24.1 RC shall keep the confidential information of the Client which is disclosed to RC in relation to the performance of the Services confidential and secret. RC shall only use the confidential information of the Client for the Services and for performing RC's obligations under the Contract. RC shall inform its officers, employees and agents of its obligations under the provisions of this clause 24, and ensure that RC's officers, employees and agents meet the obligations.

24.2 The obligations of clause 24 shall not apply to any information which:

(a) was known or in the possession of RC before it was provided to RC by the Client;

(b) is, or becomes, publicly available through no fault of RC;

(c) is provided to RC without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(d) was developed by RC (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Client; or

(e) is required to be disclosed by order of a court of competent jurisdiction or any governmental organisation with powers to require RC to disclose information held by RC on the Client or the Client Company; or

(f) that RC is required to disclose to comply with MLR.

24.3 This clause 24 shall survive termination of the Contract for a period of 3 years.

25. Use of Sub-Contractors

25.1 RC is permitted to use other persons to provide some or all of the Services.

25.2 RC shall be responsible for the work of a sub-contractor to the same standard as stated in the Contract. However, the Parties acknowledge and agree that some sub-contractors have their own terms and conditions on which they trade and which are more restrictive than those in this Contract. For example, without limiting the generality of the foregoing, a sub-contractor may have more restrictive wording as to the standard they will reach in work they perform (as to timing or quality), what is to happen if that standard is not reached or met, issues concerning the restriction and exclusion of liability, and so on). Where the terms and conditions of a sub-contractor are more restrictive or exclusory than the provisions of this Contract, the Parties agree that for work provided by a sub-contractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of this Contract.

26. Warranties and Indemnities

26.1 RC warrants that it will use reasonable care and skill in performing the Services and the Services will be performed to the standard generally accepted within the industry, sector or profession in which RC operates for the type of Services provided by RC.

26.2 RC warrants that any company supplied by it pursuant to an Order placed by a Client (except where otherwise agreed by written authorisation of a director of the Company) is free of charges, duly incorporated and has not traded.

26.3 If RC performs the Services (or any part of the Services) negligently or materially in breach of this Contract, then if requested by the Client, RC will re-perform the relevant part of the Services. The Client's request must be made within 14 days of the date RC completed performing the Services.

26.4 RC provides no warranty that any result or objective can be or will be achieved or attained at all or by a given date for the completion of the performance of the Services or any other date, whether stated in this Contract or elsewhere.

26.5 The Client shall indemnify and hold harmless RC from and against all Claims and Losses arising from loss, damage, liability, injury to RC, its employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by RC, its employees or consultants, or supplied to RC by the Client within or without the scope of this Contract. 'Claims' shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and 'Losses' shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

26.6 Each of the Parties acknowledges that, in entering into the Contract, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Contract, and any conditions, warranties or other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law. Nothing in the Contract excludes liability for fraud.

27. Liability

27.1 This clause 27 sets out the entire financial liability of RC (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:

(a) any breach of the Contract;

(b) any use made by the Client of the Services, or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

27.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

27.3 Nothing in the Contract limits or excludes the liability of RC:

(a) for death or personal injury resulting from negligence; or

(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by RC.

27.4 Subject to clause 27.2 and clause 27.3

(a) RC shall not be liable for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill and/or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss of corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b) RC's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the Fees paid for the Services plus damages limited to 50% of the same amount for any additional costs directly reasonably and necessarily incurred by the Client in obtaining alternative services.

28. General

28.1 Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either party may terminate the Contract by written notice to the other party.

28.2 We have the right to revise and amend these Conditions from time to time. You will be subject to the policies and terms and conditions in force at the time that you order from us, unless any change to those policies or these Conditions is required to be made by law or governmental authority (in which case it will apply to Orders previously placed by you), or if we notify you of the change to those policies or these Conditions before we send you the Order Acceptance (in which case we have the right to assume that you have accepted the change to the Conditions, unless you notify us to the contrary within seven working days of receipt by you of the Service).

28.3 Subject to clause 25 and the following sentence, neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Contract without the prior written agreement of the other party. A party may, however, assign and transfer all its rights and obligations under the Contract to any person to which it transfers all or part of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under the Contract.

28.4 This Contract contains the whole agreement between the parties in respect of the Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into the Contract. Nothing in the Contract excludes liability for fraud.

28.5 No failure or delay by RC in exercising any right, power or privilege under the Contract shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in the Contract are cumulative and not exclusive of any rights and remedies provided by law.

28.6 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Contract. Except where otherwise agreed in these terms and conditions neither party shall have, nor represent that it has, any authority to make any commitments on the other party's behalf.

28.7 Each Client shall at RC's request and at its own expense execute and do any deeds and other things reasonably necessary to carry out the provisions of the Contract or to make it easier to enforce.

28.8 If any provision of the Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Contract and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Contract.

29. Rights of Third Parties

A person who is not a party to the Contract shall not have any rights under or in connection with it.

30. Notices

30.1 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party.

30.2 Any notice shall be deemed to have been duly received if delivered personally, when left at the address, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second working day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

30.3 This clause 30 shall not apply to the service of any proceedings or other documents in any legal action.

30.4 A notice required to be given under the Contract shall not be validly served if sent by e-mail.

31. Governing Law and Jurisdiction

31.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

31.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims). The parties' submission to this jurisdiction does not limit the rights of RC to commence any proceedings arising out of this Agreement in any other jurisdiction it may consider appropriate.

Last Updated: January 2025