1.1 About Set Up A Company
Set Up A Company is a trading name of Company Manager Limited. Our postal address and registered office is at H5 Ash Tree Court, Nottingham Business Park, Nottingham NG8 6PY and our main e-mail address is firstname.lastname@example.org. We are a private limited company registered in England and Wales, with company number 08151830.
1.2 About This Document
1.3 General Definitions
References in this document to Set Up A Company, we, us, and our, are to Company Manager Limited, references to you or your are to the person (including individuals, firms and companies and other organisations) visiting or using our website, registering for an account on our website, and/or purchasing goods or services from us, and references to our affiliates are to any ultimate holding company of ours, and to any companies in which our shareholders or the shareholders of any ultimate holding company hold any shares, and to any direct or indirect subsidiary of such company.
2. USE OF OUR WEBSITE
2.1 Business Use Only
In using our website and purchasing from us, you acknowledge and agree that you are acting for the purposes of your business.
2.2 Purchasing from us
Our website constitutes our invitation to do business with you, but it is not a binding legal offer from us. To purchase goods or services from us you should first register on our website for an account, and then you need to follow the ordering process on our website. All sales are made subject to our sales terms set out at Clause 4 below.
2.3 Accuracy of Content
We make all reasonable efforts to ensure that the information on our website is accurate, complete and up to date at the time of your visit. However, there may be errors which we have failed to notice. We have the right to correct these errors and to cancel any orders or contracts made on the basis of these errors, without liability to you, but if we seek to correct any error, we will give you an opportunity to cancel your order.
2.4 Intellectual Property
You acknowledge that we own the copyright, trademarks and all other intellectual property rights in our trade marks, trading names and logos, including the name Set Up A Company, and in our website and its contents. You may not use our trade marks, trading names and logos; and, except for the purposes of viewing our website and purchasing through our website, you may not use, download, copy, publish, transmit, or distribute any content from our website.
2.5 External Websites
We accept no responsibility or liability for the content or operation of websites which link to our website or which we may link to.
2.6 Use at your own risk
You use our website and rely upon its content at your own risk, and we assume no duty of care and we accept no liability whatsoever (including for our negligence) with respect to the contents of our website.
3. YOUR ACCOUNT
3.1 Usernames and Passwords
It is your responsibility to keep your username and password for your account confidential. You shall be answerable for all use and misuse made of your username and password and account, and you agree that all orders submitted using your username, password and account, and all resulting supply contracts, will be binding on you, except that you will not be answerable for any unauthorised use of your username and password made by us or our employees and sub-contractors.
You may terminate your account with our website at any time by e-mailing or writing to us. We may terminate your account with our website at any time without notice to you.
4. SALES TERMS
In addition to the rest of these website terms, the following terms apply to all orders and contracts for the sale and supply of goods and services by us. Your terms of purchase are excluded.
4.2 Additional Definitions
In these website terms, order means any order you submit to us for the purchase of any goods or services, the supply contract means any contract for the sale or supply of goods (including software) and services by us which incorporates these website terms, including any contract resulting from any order you submit to us, and the goods and services are those referred to in your order and any supply contract.
4.3 Distance Selling
As you are purchasing for business purposes, and not as a consumer, you acknowledge and agree that the Consumer Protection (Distance Selling) Regulations 2000 do not apply. In any event, if they do apply, once you have submitted your order you will be taken to have agreed that we may immediately commence providing any services, and accordingly, under Regulation 13(1)(a) of The Consumer Protection (Distance Selling) Regulations 2000, you will not have any right to cancel the supply contract in respect of those services.
Your order to us is your legal offer to purchase the goods and services on these website terms. Your order is accepted, and the supply contract is made, when our website responds with a page confirming your order, without prejudice to any other laws governing acceptance and formation of the supply contract.
4.5 Sale and Purchase
On acceptance of your order, we agree to sell and supply to you and you agree to purchase from us and take delivery of the goods and services ordered.
4.6 Delivery Timescales
We will use reasonable efforts to perform any services and deliver the goods within the timescales stated on our website or otherwise in a reasonable time. We will not be liable for any delays due to any third parties or delays caused by events, circumstances or persons outside our control, such as delays caused by any companies registry.
In the case of any discrete service or supply goods, being an order for a specific quantity of services or goods or a specific deliverable, then the supply contract will continue until those goods and services have been delivered or completed. If any service or supply of goods under the supply contract is a periodical service or supply (such as a per annum service), the service or supply will continue from its original start date for successive periods without limit of time, until you or we terminate that service or supply at the end of any year or other period of that service or supply by giving one month’s prior notice in writing to the other, or until terminated as otherwise specified in these terms. It a service or supply of goods is a continuing service or supply, being a service or supply which is not discrete or periodical, then you or we may terminate the service or supply on 1 month's prior written notice at any time, unless we have agreed another notice period with you.
4.8 Price and VAT
The price for the goods and services shall be as stated on our website at the time of your order, as varied in accordance with these website terms.
(b) Delivery Charges
Unless our web site otherwise states, the price includes delivery to you of any physical goods, where this is to an address in Great Britain, but we may make an additional charge for delivery anywhere else. You must pay any separate delivery and other charges stated on our website.
(c) Mail Forwarding Costs
Where any service includes mail forwarding, then, unless otherwise stated on our website, we may make an additional monthly charge consisting of a reasonable administration charge and a charge for all costs and expenses incurred by us in forwarding mail as part of that service, depending on the volume and weight of mail that is forwarded on.
(d) Variation of Charges for Periodical Services and Supplies
Where the price or charge is for a periodical service or supply (such as a per annum service or supply), then we may vary such price or charge for any subsequent year or other period of the service or supply at any time prior to the start of that subsequent year or other period of the service or supply, by notice to you or by invoicing you for the varied price or charge in our invoice for that subsequent year or other period of the service or supply; and if you do not accept the varied price or charge you must inform us before the start of that subsequent year or other period), otherwise you will be considered to have accepted such variation. If you do notify us that you do not accept the variation, we or you may terminate the service or supply at the end of the current year or period, and you will have to re-order if you wish to continue.
(e) Variation of other prices and charges
Where any price is an hourly or daily rate, or is a charge for a continuing service, then we may change such price, rate or charge by notice to you at any time with immediate effect.
The price and any other charges for any goods and services is exclusive of VAT which you must pay in addition at the same time as that price or other charge. We will provide you with an appropriate VAT invoice.
(a) One-Off Services and Supplies and Initial Payments for Periodical and Continuing Services
Payment of the price for any services or goods which are not periodical or continuing services or supplies, and payment of the initial price or annual or other periodical price or charge for any services or supplies which are periodical or continuing services or supplies, must be made with your order.
(b) Periodical Services
For any periodical services or supplies (such as per annum services or supplies) we shall be entitled to invoice you for the price and other charges for any year or other period of that service up to 60 days prior to the start of the year or other period to which such invoice relates.
Unless otherwise agreed or stated on our website, for any goods or services not covered by Clause 4.9(a) or (b), such as continuing services, services and goods provided on a time and materials basis, and mail forwarding and other costs and expenses, we may invoice you monthly in advance for all services, goods, costs and expenses likely to be provided or incurred in a month, either the agreed monthly price or fee, or, where there is no agreed fee, a reasonable estimate of the price and other charges for goods, services, costs and expenses likely to be provided or incurred in that month, and we may invoice you after the end of that month for the price and other charges for all goods, services, costs and expenses actually provided in that month, less the amount of any advance or estimated invoice for that month.
4.10 General Payment Terms
(a) Payment Times
All payments referred to in Clause 4.9(a), including one-off and initial payments, must be made with your order. All other payments must be made in full in cash or cleared funds within 30 of the date of invoice.
(b) Payment Methods
You are required to use the payment methods specified on our website or agreed as part of your account registration. However, if no payment methods are specified or agreed, then we will accept payment by such cards as we are then equipped to accept, bank transfer, and cheque, but you must pay the cost of any such methods, and you take the risk of any loss of cheques in the post or other delivery system. Payment can take time to reach our account, so please allow sufficient time for payments to be processed or cheques to be cleared.
(c) Right to Collect Payment
Where you pay by card, or you have registered your card details with us, or you have registered any service which enables us to collect future payments (such as future pay), or you have agreed to a direct debit, you agree that we may collect payment through any such method or service of any amounts due from you under a supply contact as soon as that payment becomes payable under the supply contract, or if sooner, at any time after we issue an invoice or demand for such payment. If any such payment is declined or subject to any chargeback, we may charge you any fees charged to us, and a reasonable administration fee.
We shall be entitled to charge you interest on late payments, and the Late Payment of Commercial Debts (Interest) Act 1998 shall apply to all payments due from you under this Agreement.
(e) Termination Rights
If any amount payable by you under the supply contract is not received by us in cash or cleared funds by the due date, this shall be considered to be a repudiatory breach, and we shall be entitled to cancel or suspend your order and the supply contract, or terminate the applicable order and supply contract, without liability to you, at any time up to the point we receive your payment in full in cash or cleared funds. We shall not be obliged to accept part payments, and any acceptance of a part payment shall not prejudice our rights under this Clause.
(f) Refund Rights
Suspension, cancellation or termination of any services or supply of any goods shall not entitle you to a refund of all or part of any price, fees or other charges already paid by you, and you shall also still be liable to pay for any services or goods received. This shall not affect your legal rights to a refund in the event that we are negligent or in breach of a supply contract.
The goods and services will be as described on our website. For the avoidance of doubt, unless expressly stated, all services are provided remotely, and we may make a reasonable additional charge for attending at your premises or those of any third party. For the avoidance of doubt nominee and secretarial services shall not require us to participate in the running of any business. Furthermore, our services do not include commencing or handling any dispute with any companies registry or third parties, and we may make an additional charge if we agree to assist you with any disputes.
4.12 Mail Forwarding
Where we are undertaking any mail forwarding you must provide us with the forwarding address. If the address is not in the UK then we may make an additional charge. Mail forwarding will be by normal pre-paid first class post only, and we shall not have any liability for any loss or damage to any mail whilst in the possession of the postal or courier service or in any post box.
Where any software is supplied as part of the services and goods, then the following terms apply:-
(a) Third Party Software
Where the software is produced by a third party, the software will be supplied with the benefit of a licence or licences granted by such third party, on the standard licence terms for such third party, and we will supply you with the number of licences (in terms of installations, users etc) which you ordered. You agree to accept and comply with such licence terms, and you agree that such licences may be terminated if you fail to pay all amounts due under the sale by the due date.
(b) Our Software
Where the software is produced by us or any affiliate, the software will be supplied with the benefit of a separate licence or licences granted by us or that affiliate, on our standard licence terms, and we will supply you with the number of licences (in terms of installations, users etc) which you ordered. If we supply you any such software without any other licence terms, then the default licence terms are a licence to install a single copy of the software on a single PC, and to run a single instance of such software on that PC, and to keep a back-up copy, and you may not install the software on a server or otherwise permit the software to be used by more than one individual at any one time. You agree with us and our affiliates to accept and comply with such licence terms, and you agree that any software licences granted to you may be terminated by us and our affiliates if you fail to pay all amounts due under the supply contract under which the software was supplied, by the due date.
4.14 Your Assistance and Information
You will be required to promptly provide us will all information, support, co-operation, authority, documents, and assistance, and to execute any documents, we may require to provide the services and supply the goods and in connection with such provision or supply. All information you provide must be true, complete and accurate. You must promptly inform us of any changes to your information, including your contact information. You hereby authorise us as your agent to do anything on your behalf, including commit you to any legal obligations, reasonably required to provide the goods or services. We will not be responsible for any delays or failures in the provision of any goods or services if you fail to comply with this Clause, and we may charge you any additional or wasted costs and expenses we may incur if you fail to comply with this Clause, and we may make an additional charge for the re-performance of any services or re-supply or delivery of any goods. If you do not comply with this Clause, or we are not able to contact you through the address details on your account, we may suspend or terminate the supply of the goods and services, and we shall not be liable for any loss, damage, fines and penalties you or any third party may incur due to our taking such action.
4.15 Money Laundering and Identification
We may be legally required to obtain various formal proofs of identity and address before we can proceed with any order and supply contract. You permit us to carry out an on-line search for this purpose against all persons we decide, and you shall assist us in this process. If this on-line search fails to provide us with satisfactory proof of identity and address for any person then we will confirm what alternative proofs of identity we require, and we will not be obliged to continue with any order or supply contract, and reserve the right to cancel any order or supply contract, until we have received such alternative proofs in a form satisfactory to us. We may cancel any order or supply contract if we do not receive such alternative proofs as we may require. Normally, alternative proof of identity for any person will be a recent utility bill for proof of address and photographic id such as a passport or driving licence for proof of identity, and we will require to see either the originals or a copy certifies by a solicitor, notary public or commissioner for oaths.
4.16 Delivery Address
Where we are to deliver any goods, we will deliver these to your address stated in your order, or, if no such address, the address you provided for your account with us.
4.17 Our right to cancel or vary
If we are not able to supply any of the goods or provide any of the services, for any reason, either at all or to the agreed specification or description, or our website contained any error (including in relation to the description or price of any of the goods and/or services) which affects the supply contract, or we wish to change the specification or description of any of our services, then we shall be entitled to either cancel the supply contract, or we shall be entitled to vary the supply contract, in which case we will give you the option to accept the variation or cancel the supply contract. If the supply contract is cancelled under this Clause, by you or us, then we will refund any amounts paid by you under the supply contract for goods and services you have not received.
4.18 No Illegal Acts
We shall not be required to do anything which may involve our committing any offence, breaching any law or incurring any liability, and we shall be entitled to suspend or terminate the supply contract, order, or services or supply of goods, if they may involve, facilitate or are used in connection with the commission of any offence, breach of any law or incurring of any liability by us, you or any third party.
4.19 General Termination Rights
A party may terminate the supply contract if the other party is in breach of the supply contract, and fails to remedy the breach within 30 days of notice of the breach, or the other party (or any partner or member of the other party) becomes bankrupt, commences winding-up or liquidation, enters into administration, has receiver or administrative receiver appointed over any of its business or assets, or enters into any voluntary arrangement with all or a class of its creditors, or any similar event occurs in any jurisdiction applicable to a party.
4.20 Entire Agreement
Our website, these website terms, your order, and our confirmation of your order, constitute the entire agreement between you and us for the sale and purchase of the services and goods.
5.2 Our commitment
5.3 How do we obtain data?
We obtain data when you set up an account with our website, or if you register an address with us to receive news and marketing from us, or if you submit an order to us, or you otherwise communicate with us. We also generate and hold data specific to your orders and transactions with us, including the goods and services we provide and payments made by you.
5.4 What data do we process?
We gather and hold a range of data, including contact information (such as postal, invoicing, and delivery addresses, telephone, mobile, and fax numbers, and e-mail addresses, and details of individuals who are contacts for your business or organisation), payment information (including credit or debit card information and payment history and any credit check information), order information (including a record of your orders, payments made, order tracking, fulfilment and delivery), website usage (including your browsing and purchase history) and relationship information (including any communications and dealings we have with you, enquires and complaints, and possible credit checks).
5.5 What do we use your data for generally?
We use your data for performing our contracts with you, corresponding with you concerning your account and our goods and services, and generally administering and managing our business and our transactions and relationship with you. We may also use your data on an anonymous basis to carry out analysis and research in relation to our overall business performance, and to facilitate reviews, developments and improvements to the goods and services offered to you. We may monitor and record telephone calls for the purpose of security and training.
5.6 Marketing and news
We may use your data to send you marketing and news information relating to us and our goods and services, and any goods and services of third parties. including anything you have consented to on or through our website. In relation to personal data, we will only use this data for these purposes if you have given the consent required by the Data Protection Act 1998 and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003. Further we will not use your data for these purposes if prohibited by either of those laws.
5.7 Transfers to third parties
We do not share your data with any third parties except as provided in this policy or as required by law. In particular, we will not share personal data with third parties for direct marketing by those third parties without your consent. We may transfer your data to third parties in order to perform your orders, collect payment, provide you with our goods and services and for other legitimate purposes (such as credit and debit card processing companies, credit reference agencies, and other government organisations, outside suppliers, distributors, sub-contractors and delivery companies). We may use and disclose to third parties any information we hold about you and your payment record for the purposes of administration and enforcement of this agreement and for other related purposes. We may also supply your information to relevant authorities and other third parties where legally required or reasonably required in connection with any legal process or any legal obligations binding on us. We may provide aggregate statistics (including information derived from your data) about our sales, traffic patterns, and related website information, to trustworthy third parties, but these statistics will include no personally identifying information.
5.8 Credit References
To help us decide whether to accept orders from you or (where applicable) allow you payment credit terms, you acknowledge that we may undertake whatever searches and enquiries and obtain whatever references or other information we consider necessary, including carrying out searches with credit reference agencies. You can contact us for details of the credit reference agencies used by us. Credit reference agencies may add to their records details of our search which will then be seen by other organisations making searches, and may be linked to records of others associated with you, including any person with whom you are linked financially and members of your household. We may use a credit scoring or other automated decision making system.
5.9 Data Security
We are firmly committed to data security and we take reasonable steps to guard against unauthorised access to your data.
5.11 Personal Data - Your Rights
In relation to personal data we process, individuals have the following rights in relation to their data personal: a right to be told what data is held (we may charge a fee of £10 to cover our costs in dealing with this); a right to stop marketing messages; a right to stop usage which is causing substantial distress; and a right to ask for the rectification, erasure or blocking of any personal data which is inaccurate or not up to date.
6. LIABILITY AND FORCE MAJEURE
6.1 Your indemnity to us for third party liability caused by you
NOTE: This indemnity will not extend to any liability incurred due to our negligence or breach of these website terms or a supply contract. You hereby agree to indemnify us and our affiliates against any liability to a third party, and for any fines and penalties, we or our affiliates may suffer or incur as a consequence of or arising out of the provision of the services or goods under a supply contract, including, without limitation, any liability arising out of any position held as nominee, together with all costs and expenses (including legal costs) we or our affiliates suffer or incur in handling, defending and settling any claims and legal proceedings for or alleging any such liability. For these purposes, a liability to a third party includes any liability held by a judge or tribunal to exist, and any liability reasonably accepted in any settlements or court orders.
6.2 Liability Not Excluded or Limited
We and our affiliates do not limit or exclude our liability to you: (1) for death or personal injury caused by negligence, or (2) for fraud or fraudulent misrepresentation, or (3) to refund any payments made under any supply contract; or (4) to meet any companies registry late filing penalties or fines, where due to our negligence, and not due to any delay or failure of yours or outside our control; (5) under the Data Protection Act 1998 or the Privacy and Electronic Communications (EC Directive) Regulations 2003.
6.3 Limit on liability under supply contracts
Subject to Clause 6.2, our total liability to you and that of our affiliates in relation to any supply contract for all events giving rise to liability to you in aggregate shall be limited to:-
(a) in the case of liability arising in relation to any annual or other periodical service or supply, to the price, delivery charges and other amounts payable by you under the supply contract for the year or other period of the service or supply in which such liability arose; and
(b) in all other cases, an amount equal to the price, delivery charges and other amounts payable by you under the supply contract for the services and/or supplies in respect of which such liability arose.
6.4 Excluded Types of Loss
Subject to Clause 6.2, we and our affiliates shall have no liability to you for: loss of revenue, bargain, profit, anticipated savings, contract, business, expectation, use, production, or goodwill; any costs, expenses, liabilities, or commitments wasted, suffered, incurred or entered into in reliance on any supply contract; any costs of purchasing substitutes or replacements for the services or goods elsewhere; any special, indirect or consequential losses; your liability to any third party; or loss or damage suffered by any third party.
6.5 Force Majeure
We and our affiliates shall not be liable to you for non-performance or late performance of any supply or other contract to which these website terms apply due to any matter beyond our or our affiliates reasonable control, including (without limitation) war, threat of war, terrorism, riot, civil commotion, public demonstration, blockade, or sabotage, the act of any government, government authority or legislature, industrial action (including our own employees), lightning, fire, explosion, storm, flood, earthquake, accumulation of snow or ice, or drought, shortages (including of fuel, utilities, and raw materials), vandalism, theft and other criminal action, interruption or failure of utilities, or anything of a similar nature affecting our or our affiliates' carriers, sub-contractors or suppliers, or the acts, omissions or delays of any third parties outside our or our affiliates' control, including any postal or courier services, or any companies registry or other government agency.
6.6 Meaning of our liability
Where we are to send any notice to you, we may send such notice to your postal or e-mail address you provide for your account. Where you are to send us any notice, then you must send it to us at email@example.com or by post to our address stated at the start of these website terms or on our website.
7.2 Changes to our website terms
We may change these website terms from time to time, and you agree to be bound by any changes we make. You should check for updates to these website terms regularly.
7.3 No assignment
You may not assign, transfer, charge, or declare a trust over the benefit of any supply contract or other contract we may have with you to which these website terms apply, or any rights under it, without our prior written consent.
7.4 Third Party Rights
Except in relation to our affiliates and their rights, no contract to which these website terms apply shall benefit or be enforceable by any third party and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
We may sub-contract our obligations under any contract to which these website terms apply.
7.6 Invalid Terms
Each of these website terms is separate and severable, and if any term is held to be void or invalid, it shall be severed, and the remaining terms shall continue in full force.
We may on occasion, at our sole and absolute discretion, decide not to exercise or wait before exercising our rights. If we do so, we shall still be entitled to insist on the strict terms of any contract with you later on.
7.8 Law and Jurisdiction
These website terms, your use of our website, and any contract to which these website terms apply, shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.