TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the services listed on our Site to you. Please read these Conditions carefully before ordering any Services from our Site. You should understand that by ordering any Services from our Site, you agree to be bound by these Conditions.

You should print a copy of these Conditions for future reference.

1. Interpretation

1.1   In these terms and conditions, the following expressions shall have the following meanings unless the context otherwise requires:

“Additional Charge”: any additional charges at our rates from time to time on a time and materials basis or as otherwise agreed between you and us;

“Companies House”: the executive agency of the Department for Business and Skills or any agency which replaces it;

“Conditions”: these terms and conditions;

“Contract”: a Contract for the provision of the Services which is formed in accordance with Condition 4.1;

“Documents”: any documents or materials that are provided by us pursuant to the provision of the Services;

“Event of Force Majeure”: causes beyond our reasonable control including fires, strikes, insurrection or riots, terrorism, delays in transportation, liability to obtain supplies, impossibility of the use of public or private telecommunications, shut-down, closure or suspension of the operation of any or all of the public services and/or services available to us or any other company formation agency at Companies House, network requirements or regulations of any civil or military authority;

“HMRC”: HM Revenue & Customs or any agency which replaces it;

“Identification Documents”: certified copies of a valid UK or international passport or identity card, and a bank or credit card statement of not less than 3 months old (not printed from the internet) and which shows your residential address;

“Order”: your online order for Services to be provided by us;

“Order Confirmation”: shall have the meaning set out in Condition 5.1;

“Order Confirmation Date”: the date we send out the Order Confirmation;

“Order Form”: our standard online order form to be completed by you which sets out the details of your service requirements;

“Services”: the services that we are providing to you as set out in the Order Confirmation;

“Site”: the website www.companyregistrations.co.uk, www.croinfo.co.uk and www.trademarkregistrationsonline.co.uk owned and operated by us;

“We, us, our”: Company Registrations Online Limited;

“You, your”: the person to whom we are providing the Services to and whose details are set out in the Order Form.

1.2   Reference to a statute or statutory provision includes a reference to it as from time to time amended, extended or re-enacted.

1.3   Any reference to the masculine gender includes the feminine and neuter gender and vice versa and the singular includes the plural and vice versa.

1.4   Headings are for convenience only and do not affect the interpretation of these Conditions.

1.5   Any reference to any of the parties hereunder includes their successors in title and permitted assigns.

1.6   References to persons includes companies, associations, partnerships and all other legal entities or groups of legal entities.

1.7   References to “including”, “includes” and “in particular” are illustrative only and none of them shall limit the sense of the words preceding them and each of them shall be deemed to incorporate the expression “without limitation”.

1.8   Where you are more than one person, your obligations and liability under these Conditions shall be joint and several.

2.   Information about us

2.1   We are a company registered in England and Wales under company number 3838753 and with our registered office at Carpenter Court, 1 Maple Road, Bramhall, Stockport, Cheshire SK7 2DH. Our VAT number is 732404759.

2.2   We are members of The Association of Company Registration Agents (ACRA) and we comply with the ACRA Code of Conduct. We are subject to and must comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. These regulations are supervised by HMRC.

3.   Placing Orders

3.1   Before you place your Order with us, please check your Order Form carefully. You must verify and confirm that the details set out in your Order Form are correct. Once you have submitted your Order Form to us, it cannot be amended and we do not accept any liability for any errors, omissions or inaccurate information submitted by you to us.

3.2   By placing an Order, you warrant that:

3.2.1   you are legally capable of entering into binding contracts;

3.2.2   if you are an individual or individuals, you are at least 18 years old and not bankrupt (or in any analogous insolvent state);

3.2.3   you will comply with all applicable regulations and legislation you are to comply with in relation to the Services you wish to purchase from us.

4.   Formation of the Contract

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 purchase the Services set out in your Order Form. All Orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms the Services to be provided (“Order Confirmation”). The Contract between you and us will only be formed when we send you the Order Confirmation.

4.2   The Contract will relate only to those Services that we have confirmed in our Order Confirmation. We will not be obliged to supply any other Services, which may have been part of your Order until the provision of such Services has been confirmed in a separate Order Confirmation.

4.3   Please note that we may amend these Conditions from time to time. You will be subject to our Conditions in force at the time that you place your Order with us, unless any change to these Conditions is required by law or government or regulatory authority in which case it will apply to your Order.

4.4   We consider and you agree that these Conditions, the Order Confirmation and our Price List set out the entire agreement between you and us for the supply of the Services and supersede all previous drafts, agreements, arrangements and understandings between you and us as to the subject matter of the Contract. We only accept responsibility for statements, representations and warranties made in writing by our authorised employees and agents which have been confirmed in our Order Confirmation and you acknowledge that you have not relied on any other statements, representations or undertakings that is not set out in these Conditions or the Order Confirmation, except in the case of fraud. Any samples, drawings or advertising we issue and any descriptions or illustrations contained in our Site [or brochures] are issued or published solely to provide you with an approximate idea of the Services they describe. They do not form part of the Contract or any other contract between you and us for the supply of Services.

4.5   If any of these Conditions are inconsistent with any term of the Order Confirmation, these Conditions shall prevail.

4.6   By entering into the Contract with us you irrevocably authorise us to create electronic signatures on documents required to be signed by you or other individuals or bodies and to lodge on behalf of you and such individuals and bodies all necessary documents with third parties including, without limitation, documents at Companies House and you warrant that you have sufficient authority from the individuals or bodies mentioned in this Condition to instruct us on their behalf.

5.   Consumer Rights

5.1   If you are contracting as a consumer, you acknowledge that by proceeding with your Order, you are entering into a legally binding contract with us as from the Order Confirmation Date and you agree that we can commence the provision of the Services. Please note that your right to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000 is affected and you will only be able to cancel the Contract in accordance with Condition 6.8.

6.   Supply of the Services

6.1   Unless we are prevented from doing so by an of Event or Force Majeure, we shall, as from the Order Confirmation Date, provide the Services to you:

6.1.1   in accordance with the terms of the Contract;

6.1.2   which conform with their description;

6.1.3   with reasonable care and skill;

6.1.4   that are fit for any purpose we say the Services are fit for, or for any purpose which you use the Services for and which you have informed us of, or which we could reasonably expect you to use the Services for;

6.1.5   are free from material defects in design, material regulatory requirements for supplying the Services in the United Kingdom.

6.2   For the avoidance of doubt, if you are a consumer, the warranty provided in Condition 6.1 is in addition to your legal rights in relation to Services which are not carried out with reasonable care and skill or which otherwise do not conform with these Conditions. Advice about your legal rights is available from your local Citizen’s Advice Bureau or Trading Standards Office.

6.3   In the unlikely event that the Services do not conform with these Conditions, please let us know as soon as possible after we have carried them out. We will (at our option):

6.3.1   provide you with a full or partial refund, depending on what is reasonable; or

6.3.2   re-perform the Services, if possible, and these Conditions will apply to any replacement Services we provide to you.

6.4   You must provide us in sufficient time, with any information and instructions relating to the Services that is or are necessary or is requested by us to enable us to provide the Services to you in accordance with these Conditions.

6.5   If you do not provide us with the information requested in accordance with Condition 6.4, or you provide us with incomplete, incorrect or inaccurate information or instructions, we may (at our option) cancel your Order by giving you written notice, or we may make an Additional Charge of a reasonable sum to cover any extra work that is required by us.

6.6   We will make every effort to complete the Services on time but there may be delays due to circumstances beyond our control. In this case, we will complete the Services as soon as reasonably possible. We shall not be liable to you for any delay to the extent that it is caused directly or indirectly by your failure to comply with these Conditions.

6.7   We may have to suspend the Services:

6.7.1   to deal with technical problems;

6.7.2   to make improvements to the Service;

6.7.3   at the request of Companies House and/or HMRC.

We will let you know in advance where this occurs, unless the problem is urgent or an emergency. For the avoidance of doubt, any request from Companies House in relation to such matters shall be deemed to be urgent.

6.8   Where we have suspended the provision of the Services in accordance with Condition 6.7.3, you will have the right to cancel the Contract within 7 days of our notification of such suspension. You agree that in such circumstances, you will pay our charges incurred to date and we shall have no further liability to you.

6.9 Fair usage policy. CRO do not specify a usage limit to the services but the omission of any such limit does not imply unlimited usage. If we feel your requests for work exceed fair usage we will discuss additional charges with you.

7. Price and Payment

7.1   The price of the Services and our delivery charges will be as quoted on our Site from time to time exclusive of VAT, except in cases of obvious error.

7.2   All prices set out in the Order Confirmation include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery of all the Services, we will adjust the VAT you pay, unless you have already paid for all the Services in full before the change in the rate of VAT takes effect.

7.3   Please note that prices and delivery charges are liable to change at any time, but subject to Condition 7.2 changes will not affect Orders in respect of which we have already sent you a Order Confirmation.

7.4   Our Site contains a large number of Services and it is always possible that, despite our best efforts, some of the Services listed on our Site may be incorrectly priced. We will normally verify prices as part of our Order Confirmation so that, where a Service’s correct price is less than our stated price, we will charge the lower amount when supplying the Services to you. If a Service’s correct price is higher than the price stated on our Site, we will normally, at our discretion, either contact you for instructions before stating the provision of the Services, or reject your Order and notify you of such rejection.

7.5   We are under no obligation to provide the Services to you at the incorrect (lower) price, even after we have sent you an Order Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as an error.

7.6   Unless we have agreed otherwise in writing, payment for all Services must be made by you in full by credit or debit card before we can start providing the Services. We reserve the right to charge additional fees for the handling of payments made using a credit card and any refunds to a credit card that may be processed by us in accordance with Condition 7.8

7.7   If you are placing an Order for Services for outside the UK, payment must be made by debit card only.

7.8   Notwithstanding the foregoing we reserve the right in absolute discretion to refund any payment made by a credit card and request payment by an alternative method, and until such further payment is received in full by us (to our satisfaction), we shall not be obliged to provide any Services and may (at our option) suspend the provision of any Services, and/or cancel the Contract.

7.9   Where we have agreed to set up an account for you, we shall invoice you for the Services at any time after we have provided the Services to you. You must pay our invoice within 30 days of the date of the invoice.

7.10   If you do not make any payment due to us, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of HSBC from time to time or 8% per annum (whichever is the greater rate). The interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with the overdue amount.

7.11   Without limiting any other remedies or rights we may have, if you do not pay us on time, we may cancel or suspend the performance of the Services or any other outstanding Order until you have paid the outstanding amount.

7.12   Condition 7.11 shall not apply for the period of a dispute, where you dispute the amount owing to us in good faith and let us know promptly after you have received the invoice that you dispute.

8.   Limitation of Liability

8.1   The following provisions set out the entire liability of us (including any liability for the acts and omissions of our employees, agents and sub-contractors) to you in respect of:

8.1.1   any breach of our contractual obligations arising under the Contract; and

8.1.2   any misrepresentation, misstatement or tortious act or omission including negligence (excluding any of the same made fraudulently) arising under or in connection with the Contract.

8.2   Any act or omission on the part of us, our employees, agents or sub-contractors falling within Condition 8.1 shall for the purposes of this Condition 8 be known as an “Event of Default”.

8.3   Nothing in these Conditions shall exclude or limit in any way our liability for:

8.3.1   death or injury resulting from our negligence or that of our employees, agents or sub-contractors; or

8.3.2   fraud or fraudulent misrepresentation; or

8.3.3   any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

8.3.4   losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or

8.3.5   any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

8.4   We shall have no liability to you to the extent that any liability arises as a result of any acts or omissions undertaken by us to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

8.5   Subject to Conditions 8.3, 8.4 and 8.6, our total liability in respect of all Events of Default under a given Contract shall be limited to damages of an amount equal to:

8.5.1   £10 million in respect of damage or loss to your tangible property due to an Event of Default; and

8.5.2   in respect of any other damage or loss, 125% of the price payable for the Services under that Contract or where such Services are ongoing, 125% of the price payable for such Services in the immediately preceding 12 months.

8.6   Subject to Conditions 8.3 and 8.4, we shall not be liable to you in respect of any Event of Default for any losses or damage which may be suffered by you (or any person claiming through or under you), whether the same are suffered directly or indirectly or are immediate or consequential and whether the same arise in contract tort (including negligence) or otherwise howsoever which fall within fall within any of the following categories:

8.6.1   special damage even though we were aware of the circumstances in which such special damage could arise;

8.6.2   loss of income or revenue;

8.6.3   loss of profits;

8.6.4   loss of turnover;

8.6.5   loss of anticipated savings;

8.6.6   loss of business or trading opportunity;

8.6.7   loss of goodwill;

8.6.8   loss of data;

8.6.9   loss of or damage to your reputation;

provided that this Condition 8.6 shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the provisions of Condition 8.5.1 or any other claim for direct financial loss that are not excluded by Conditions 8.6.1 to 8.6.9 inclusive.

8.7   Without prejudice to the generality of any other term of these Conditions and subject to Conditions 8.3 and 8.4, we shall not be liable for any damage or losses or for any additional damage or losses arising from an Event of Default arising from your failure to observe and perform your obligations under the Contract.

8.8   If a number of Events of Default give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under the Contract.

9.   Event of Force Majeure

9.1   We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions due to an Event of Force Majeure.

9.2   Our obligations under these Conditions are suspended for the period that the Event of Force Majeure continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps within our control to bring the Event of Force Majeure to a close or to find a solution by which our obligations under these Conditions can be performed despite the Event of Force Majeure.

10.   Termination of the Contract

10.1   We may cancel the Contract on notice to you in the circumstances set out in Conditions 6.5, 7.8 and 14.

10.2   You have the right to cancel the Contract in accordance with Condition 6.8.

11.   Assignment

You may not transfer any of your rights or obligations under these Conditions to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Conditions to another organisation, but this will not affect your rights under these Conditions.

12.   Written Communications and Notices

12.1   Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your legal rights.

12.2   All notices sent by you to us must be sent to us at our registered office. We may give notice to you at either the e-mail or postal address you provide to us in the Order Confirmation. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

13.  Data Protection

13.1  Terms and Conditions when dealing directly with the consumer;

13.1.1  For the purposes of applicable data protection legislation, CRO will process any personal data you have provided to it in accordance with CRO’s Privacy Notice available on CRO’s website or on request from CRO. If you have any queries about the manner in which personal data will be processed by CRO or your rights in relation to such processing you should contact CRO by email at [email protected] the purposes of applicable data protection legislation, CRO will process any personal data you have provided to it in accordance with CRO’s Privacy Notice available on CRO’s website or on request from CRO. If you have any queries about the manner in which personal data will be processed by CRO or your rights in relation to such processing you should contact CRO by email at [email protected].

13.1.2  You agree that, if you have provided to CRO personal data relating to a third party (i) you have in place all necessary appropriate consents and notices to enable lawful transfer of such personal data to CRO and (ii) that you have brought to the attention of any such third party the Privacy Notice available on CRO’s website or otherwise provided a copy of it to the third party. You agree to indemnify CRO in relation to all and any liabilities, penalties, fines, awards or costs arising from your non-compliance with these requirements.

13.2  Terms and Conditions when dealing directly with an intermediary;

13.2.1  It is agreed that both parties will comply with the Data Protection Legislation and that this clause is in addition to, and does not replace, a party’s obligations under the Data Protection Legislation. Data Protection Legislation means: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

13.2.2  The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Supplier (CRO) is the data processor.

13.2.3   The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement. The Client agrees to provide the Supplier with such evidence as it requires in relation to the Client’s compliance with these requirements and, further, to indemnify the Supplier in relation to all and any liabilities, penalties, fines, awards or costs arising from the Client’s non-compliance with these requirements.

13.2.4   The Supplier shall, in relation to any Personal Data processed in the course of providing services to the Client:

(a)   process Personal Data only on the written instructions of the Client (unless the Supplier has a legal obligation to process the Personal Data which, where permissible, it has notified to the Client before performing the processing required);

(b)   have in place reasonable and proportionate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

(c)   ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(d)   not appoint a third party processor without the prior consent of the Client;

(e)   not transfer any Personal Data outside of the European Economic Area without the prior written consent of the Client;

(f)   assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications and impact assessments;

(g)   notify the Client without undue delay on becoming aware of a Personal Data breach;

(h)   at the written direction of the Client, delete or return Personal Data and copies thereof to the Client unless subject to a legal obligation to store the Personal Data; and

(i)   submit to audits requested by the Client.

14.   Money Laundering Regulations

We may request that you provide us with at least two valid certified Identification Documents before we are able to start providing the Services. We reserve the right to not commence the provision of the Services, to suspend provision of the Services and/or cancel the Contract if you do not provide the Identification Documents when required to do so by us.

15.   General

15.1   If any court or competent authority decides that any of the provisions of these Conditions are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

15.2   Please also note that you must comply with all applicable laws and regulations of the country for which the Documents are destined. We will not be liable for any breach by you of any such laws.

15.3   If we fail, at any time while these Conditions are in force, to insist that you perform any of your obligations under these Conditions, or if we do not exercise any of our rights or remedies under these Conditions, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Conditions shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

15.4 A person who is not party to these Conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

15.5 These Conditions, any Contract and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law and you and us both agree to the non-exclusive jurisdiction of the English courts.

Revision 2.2 – 23/5/2018