This Agreement (the “Agreement”) governs the supply and use of Our Services. By accepting the terms and conditions You expressly agree to be bound by this Agreement. If You do not agree to be bound by any provision of this Agreement, You may not use any of the Services. This Agreement is effective as between You and Us from the date You register to use the Services.
1 Definitions & Interpretations
1.1 “Authentication Code” means the 6 character alphanumeric code supplied by Companies House for an individual Company. The Authentication Code is the electronic equivalent of a company officer’s signature. It enables the retrieval and submission of data for an individual company and is linked directly to the company number.
1.2 “Chargeable Return” means any document submitted to Companies House for which the Registrar of Companies can charge a filing fee (including but not limited to Annual Returns, Confirmation Statements, incorporations and changes of name).
1.3 “Company” means any private companies limited by shares; public limited companies that are not traded on a market; private companies limited by guarantee; LLPs and community interest companies. Company is more particularly defined on Our Website.
1.4 “Content” means all documents, files, electronic media, calendar dates, tasks, Deliverables, visual or written information or material including, without limitation: text, image, logo, word, document, spread sheet, form entry, web page and any other file or data or any similar material, including but not limited to each of the foregoing that is uploaded to, transferred through, processed or entered into the Services.
1.5 “Deliverables” means any documents, products and materials provided by Us to You in relation to the Services including, without limitation, registers, seals, stamps and name plates.
1.6 “Document Library” means the service whereby copies of all documents created by the system are stored and tagged against the relevant Company. Users paying a subscription will be able to add their own documents.
1.7 “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.8 “Parties” means You and Us collectively.
1.9 “Registered Office Services” means any services for providing registered office and/or officers’ service addresses and/or trading office addresses which may be provided through our third party provider as Capital Office Limited (or other third party) if it forms part of your subscription.
1.10 “Services” means such online company registers, formation and software filing services for the electronic transmission of data to Companies House together with other web services and online Company documentation services and software related thereto (including any Deliverables provided via the Services) provided to You by Us in accordance with this Agreement and with the characteristics and features as described at www.informdirect.co.uk from time to time.
1.11 “Fees” means any fee for use of the Services due from You to Us which may be set out in the pricing section of Our Website or as otherwise negotiated between You and Us.
1.12 “Transaction Fee” means any fees We charge for specific services or features, as set out in the pricing section of Our Website, including the submission of an Annual Return, Confirmation Statement and the formation of a new Company. For the avoidance of doubt the Transaction Fee is payable in addition to any Companies House filing fee.
1.13 “User” means a person who has a user account with Inform Direct. This includes, but is not limited to, any person that We create a user account for on Your behalf and any person invited by You to use Your account.
1.14 “Website” means the website at www.informdirect.co.uk and any other associated Inform Direct domains.
1.15 “We/Us/Our/Inform Direct” means Anglia Registrars Limited the company described in Section 25 “Who You are Contracting With”.
1.16 “You” or “Your” means the User.
1.17 In this Agreement, unless the context requires otherwise:
1.17.1 Any reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.17.2 References to any legislation, statute or statutory provisions includes a reference to those provisions as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.17.3 Any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and
1.17.4 References to the singular include the plural and in each case vice versa.
1.17.5 The headings and sub headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
2.1 Each order placed through Our Website is deemed to be an offer by You to use the Services and where applicable pay Fees subject to the terms of this Agreement and is subject to acceptance of the order by us. We may decline to accept any order without providing a reason.
2.2 You may be presented with a number of options when using the Services some of which may require You to pay Fees. It is Your responsibility to ensure that You read and understand these options before You proceed with any purchase. If You are unsure please contact Us before You proceed with Your purchase (please note that while We endeavour to respond to enquiries promptly, We cannot guarantee to do so).
2.3 Where You add a Company to the list of Companies for whom We provide You the Services, then unless otherwise agreed by Us, the new Company will be subject to such charges for the Services as are set out in the pricing section of Our website.
2.4 If You have a subscription and form a new Company using the Services the subscription Fee set out in the pricing section of Our Website shall include an amount in respect of each newly formed Company for a minimum period of 12 months after the date of incorporation, even if You subsequently remove the Company from Your portfolio before the expiry of one year after formation.
2.5 Where the order involves a digital download, and You are acting as a consumer for the purposes of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, You hereby consent to the immediate download of the relevant document (or documents under a subscription) and acknowledge that you will lose Your right to withdrawal once the download of the digital content has begun or, in the case of subscription, once You have entered into the subscription contract.
3 The Services
3.1 Subject to the terms and conditions of this Agreement, We grant You a non-transferable, non-exclusive, non-sub licensable limited term right and license to access and use the Services.
3.2 The Services are offered as online software as a service.
3.4 The Services will not be available for a Company unless (1) a valid Authentication Code for that Company is supplied and maintained, and (2) the Company meets the requirements of the System Capabilities.
3.5 If circumstances arise which lead to a different Fee applying (for example an increase in the number of Companies in a portfolio leading to an increased Subscription Fee) then We will automatically determine the new Fee when the next Fee is payable.
4 Price and Payment
4.1 The price to use Services is as set out on Our Website or as otherwise negotiated between You and Us and, unless otherwise stated, all prices exclude VAT at the prevailing rate.
4.2 You must pay any applicable Companies House fee at the time of filing a Chargeable Return.
4.3 Fees, unless otherwise negotiated between You and Us, are payable by credit or debit card. If You provide Us with debit or credit card details, You authorise Us to charge such debit or credit card as soon as practicable by Us and to pay all future Fees until You cancel this authority in writing to Us. If You are paying Fees and You cancel the authority without replacing it with a new card via the Services You may no longer be able to use the Services.
4.4 We shall not be liable to any person for refusing or failing to process an order for Services.
4.5 Our Fees can be increased by Us on giving You not less than 3 months’ notice.
4.6 If You have subscribed to incorporate a new Company and Companies House rejects the application for any reason, or the filing of a Chargeable Return is rejected by Companies House, then We shall have no obligation to return to You any Companies House fees or any Transaction Fees incurred pursuant to that rejection.
5 Accessing Our Website
5.1 Access to Our Website is permitted on a temporary basis, and We reserve the right to withdraw or amend the Services We provide, or any of them, without notice and without liability to You.
5.2 The Services provided involve an element of interaction with Companies House. Submission and retrieval of data is dependent on the Companies House system and external servers being fully operational and from time to time this may not be the case. We have no control over this and accept no liability if the Services are unavailable for any period. The time taken by Companies House to process transactions may vary considerably. We have no control over this and accept no liability for any delays in processing.
5.3 We give no warranty that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or external servers are free of viruses or anything else which may be harmful.
5.4 Where Our site contains links to other sites and resources provided by third parties, these links are provided for Your information only and activating these links may cause You to leave the Website. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them.
6 Your Obligations
6.1 You agree that You shall:
6.1.1 if requested provide proof of identity. Where applicable the provision of Services will be subject to receipt of this information.
6.1.2 undertake to provide accurate contact information, billing information and credit or debit card information, where applicable, and undertake to update such information when changes to such information occur.
6.1.3 be responsible for the activities conducted by Your Users within the Services. You shall use the Services in compliance with UK laws. All Content You upload to, transfer through, process or enter into the Services shall be Your responsibility and must comply with the content standards set out in Our Acceptable Use Policy. You warrant that any such contribution shall comply with those standards.
6.1.4 be responsible for monitoring the Content transferred to or handled within the Services.
6.1.5 defend and indemnify Us for any claim, suit or proceeding brought against Us, by Users and/or third parties that are connected to Content processed by You within the services.
7.1 While We take all reasonable care to ensure that the information contained on the Website is accurate and up to date, We make no representations, warranties or undertakings about any of the information or Content provided on the Website (including, but not limited to its quality, accuracy, fitness for purpose, completeness or reliability).
7.2 All material on the Website is provided for information purposes only and does not constitute legal or other professional advice. You should seek independent professional advice from a qualified person before acting in reliance on any of the information, or purchasing a subscription to the Services.
7.3 The Services benefit from the retrieval of data from Companies House. We have no control over this and accept no liability if the Information retrieved from Companies House is deficient (including, but not limited to its quality, accuracy, fitness for purpose, completeness or reliability).
8 Updates and Changes
8.1 We will update and seek to improve the Website on a regular basis and We reserve the right to change or remove (temporarily or permanently) the Website or any part of it without notice and without any liability to You for any such change or removal; and
8.2 We may change the terms of this Agreement at any time without notice to You and Your continued use of the Website and Services are subject to any such changes.
9 Term and Termination
9.1 Without prejudice to any other rights or remedies which We may have in law or under the terms of this Agreement, We may terminate this agreement without liability to You immediately on giving notice to You if:
9.1.1 You fail to pay any amount due under this Agreement on the due date for payment; or
9.1.2 You commit a breach of any of the terms of this Agreement and (if such a breach is remediable) You fail to remedy that breach within 30 days of being notified of the breach; or
9.1.3 You suspend, or threaten to suspend, payment of Your debts or are unable to pay Your debts as they fall due; or
9.1.4 If You have not used any of the Services for 12 consecutive months.
9.2 In addition to the above, We may terminate this Agreement and Your use of the Services and Website on 30 days’ notice at any time and in Our absolute discretion whereupon We shall refund to You any Fees You have paid in advance for Services You have not received from Us.
9.3 All Transaction Fees and Companies House filing fees are payable at the time that the relevant transaction is processed.
9.4 You can terminate Your use of the Services at any time by sending an email to: [email protected]
9.5 No refunds are available in respect of Fees where the Services are terminated by You part way through the period or transaction to which that Fee relates.
9.6 Upon termination of this Agreement, You shall cease all use of the Website and Services, and We shall cease to have any obligation or responsibility with respect to the Content.
9.7 Any termination of this Agreement shall not affect any accrued rights or liabilities of either party.
9.8 If in Our sole discretion We consider that You are abusing or misusing the Services or any other facilities made available to You through Our website then We reserve the right to suspend the Services and Your access to Our Website.
9.9 For the avoidance of doubt where We supply the Services to You for more than one Company, any breach or non-payment in respect of one Company shall entitle Us to seek the remedies described in this Agreement in respect of any or all of them.
10 Exclusion of liability
10.1 Our express liability under this Agreement shall be Our only liability and Your only remedy for breach of contract for the supply of Services and all other liability whether in contract, tort (including negligence), statute or otherwise, is hereby excluded to the maximum extent permitted by law.
10.2 In any event Our total liability in respect of breach of contract for the supply of Services or any representation given in connection with such a contract, whether in contract, tort (including negligence) statute or otherwise shall be limited to the higher of (1) £1,000 and (2) the aggregate annual fees paid for the Services, excluding Companies House filing fees.
10.3 We shall not be liable to You whether in contract, tort (including negligence) statute or otherwise howsoever, for any consequential, indirect or special losses, any loss of use, profit, business, revenue, or contract, or any liability You have to a third party.
10.4 We shall not be liable to You for any losses arising from Your use of the Services in a way which is contrary to good internet practice or in contravention of any specific information We may give (either on the Website of otherwise) for appropriate use of the Services. This includes, but is not limited to, opening up two tabs on the same internet browser which may cause errors when submitting information.
10.5 We shall not be liable for any losses arising from any corruption of a document in the Document Library or for any failure to upload a document to the Document Library.
10.6 Nothing in this Agreement shall be construed so as to exclude or limit Our liability for death or personal injury as a result of Our negligence or that of Our employees or agents, nor Our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
11 Limits to Third Party Liabilities and Services
11.1 Our Website may contain links, banners, and buttons that redirect you to third party resources and websites (“Linked Websites”) which may be of interest to you. By including such links we do not necessarily endorse the sites, and we do not have any association with their operators. Such links should not be considered an encouragement to purchase or to use third party products or services. The links are included only for information purposes and comments.
11.3 If you request a bank account through our referral service, you confirm that you agree to your details being submitted on your behalf to the bank, and also to being contacted directly by the bank for the purposes of fulfilling the bank account request. The provisions set out in clauses 11.1 and 11.2 apply to the products, services and websites generated by the banks.
12 Registered Office Services
12.1 Registered Office Services are provided by our third party provider Capital Office Limited and subject to their terms and conditions, which are entered into by you directly with Capital Office Limited. We are not liable for any loss, damage or injury resulting from your contract with Capital Office Limited for the provision of Registered Office Services.
13 Incorporation Services/Director Appointments
13.1 The following persons are not permitted to be Company directors and you shall not attempt to enter any such person’s details when using our Company Incorporation services or registering the appointment of a new director of a company in respect of which we provide Services:-
13.1.1 persons under the age of 16;
13.1.2 undischarged bankrupts; and
13.1.3 persons on the Disqualified Director’s Register.
13.2 We are not responsible or liable for any rejection of incorporation or problems arising due to the appointment of persons not meeting the requirements for company formations.
14 Intellectual Property
14.1 We are the owner or the licensee of all Intellectual Property Rights in Our Website, and of the material We publish on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
14.2 All Content uploaded to, transferred through, processed or entered into the Services by You shall remain Your property or that of its respective legal owner. We shall have no liability for such Content. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Content.
14.3 You may not sell or re-sell any of the Services save to the extent expressly permitted.
15 User name and password
15.1 From time to time, We may restrict access to some parts of Our Website or Services to Users who have registered with Us.
15.2 If You choose, or You are provided with, a user identification code, password or any other piece of information as part of Our security procedures, You must treat such information as confidential, and You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our opinion You have failed to comply with any of the provisions of this Agreement.
15.3 You are responsible for making all arrangements necessary for You to have access to Our Website. You are also responsible for ensuring that all persons who access Our Website on Your behalf or through Your internet connection are aware of these terms, and that they comply with them. You agree to indemnify and hold Us harmless for any loss or damage We may incur resulting from breach of this clause.
16 Customer Support
16.1 We provide You with support for enquiries regarding the Services by e-mail and telephone. Such support is provided on weekdays (excluding UK public holidays) during Our normal office hours.
16.2 Contact details for support are provided on Our Website.
16.3 We will provide You with support relating to the use of the Services. However, the extent of Our support will be limited to assisting You in navigating and understanding the Services, and We will not provide You with professional advice relating to Your company, Your registers, the extent of Your obligations for Companies House filings, the Content, or the contents of documents which must be filed at Companies House.
17 Data Protection
17.1 We take Our obligations of confidentiality and the protection of Your personal data very seriously. We will only hold and record personal data, whether on paper, computer or other media where We have appropriate safeguards to ensure that We comply with the Data Protection Act 1998 (as amended) (“the Act”).
17.2 We will take appropriate measures to protect such data from unauthorised access and manipulation and only process personal data in accordance with the Act and for the following purposes:
17.2.1 to provide the Services;
17.2.2 to process Your payment of the fees for such Services; and
17.2.3 to inform You about similar products or services that We or organisations in the same or associated management or control as We provide, but You may stop receiving these at any time by contacting Us.
17.3 You confirm that You are the data controller under the Act of any personal data You supply while using the Services, including (without limitation) the names of Company directors and members. To the extent that We use the data, We do so as data processor and not data controller. You are responsible for the accuracy of all personal data supplied to Us.
17.4 Other than as set out above We will not sell or make Your data available to any third party without Your prior consent.
17.5 You understand that Your data may be transmitted and stored overseas (including outside the European Union) as part of these processes.
17.6 In the event of termination of this Agreement, We shall when directed to do so by You erase all information and data provided by You and all copies of any part of the information and data provided by You from Our systems. In any event We shall not retain any personal data for longer than we reasonably consider necessary, in accordance with Our obligations under the Act.
17.7 You may amend any information provided to us as part of Your registration for the Services on the Website at any time.
19 Third Party Rights
19.1 No term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
20.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts, and waive any objections to proceedings on the grounds of venue or inconvenience of forum.
21.1 If any provision of this Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions shall not be affected.
22.1 You are contracting with: Anglia Registrars Limited Company No 07887285 (trading as Inform Direct), with offices at Clydesdale House, 1-5 Queen Street, Ipswich, Suffolk IP1 1SW.
(AR T&C June 16)
23 Governing law and Jurisdiction
23.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts, and waive any objections to proceedings on the grounds of venue or inconvenience of forum.
24 Events Outside Our Control
24.1 Without prejudice to the other provisions of this Agreement, We shall not be liable for late or non-performance of the Services owing to any circumstance or event beyond Our reasonable control (including any delay, act or omission of a third party contractor used by Us) and provision of the Services shall be suspended for so long as such circumstance or event lasts.
24.2 If the circumstance or event continues for more than 14 days, either party shall have the right to cancel the Agreement and where Services have been paid for in advance but have not been rendered, We may at Our discretion provide a refund from the date of cancellation for all such Services.
25 Whom You are Contracting With
25.1 You are contracting with: Anglia Registrars Limited Company No 07887285 (trading as Inform Direct), with offices at Clydesdale House, 1-5 Queen Street, Ipswich, Suffolk IP1 1SW.
(AR T&C Jan 17)