Terms and Conditions (of Use of UKcorporator)
The User irrevocably acknowledges and agrees that:
UKcorporator has not advised the User as to the desirability or appropriateness of the User
setting up a company
the User has made his or her (or its) own decision to form a company and having done so has used UKcorporator as a tool to assist the User in doing so;
UKcorporator is a 'do it yourself tool' (for the formation of private companies limited by shares) and is a computer program; it is not a
agent, it is not an accountant, it is not a solicitor and it is not a legal firm;
UKcorporator does not give, nor purport to give, legal or accounting advice (including, without limitation, advice on taxation law or stamp duty law);
despite UKcorporator's best efforts to explain relevant matters and instructions clearly, the User may misconstrue such explanations and instructions or omit to read them (including offered guidance and information shown or available on the activation of '?' buttons) and that UKcorporator will not be liable in respect of any such misconstructions or omissions;
UKcorporator's sole purpose is to assist the User to form a company; as such it is not intended, amongst other things, as a tool for the ongoing management of the company including, without limitation, compliance by the company with the Companies Act 2006 (including the law relating to the sale or offering for sale of shares/securities to the public) or other laws;
the User should not use UKcorporator (including UKcorporator's electronic lodgment service) if it is imperative that the proposed company be formed by a particular time or date;
the User should not use UKcorporator if it is imperative that the proposed company be formed with a precise structure which is to be ideal or suitable for any particular purpose;
the User has either obtained the User's own independent professional advice as to relevant matters, including without limitation, whether it is appropriate that a company be formed, the appropriate type of company, the appropriate Country of incorporation, the appropriate share structure and the appropriate office holders OR the User has made the User's own conscious decision not to obtain such advice and accepts the risks of having done so;
the relevant law as set out in any documents which the User may print out from UKcorporator, may change after the time of print out of the documents and UKcorporator will not be responsible for that;
the User understands that the User will receive documents combined into a single file and in locked-up/uneditable Adobe PDF format and the User will need to make his or her own arrangements if he or she desires to retain or lodge documents in a different format or with amended content for any reason; further the User acknowledges that the website's functionality (including its 'save' function) is not intended to allow a User who has paid and received documents from UKcorporator, to amend those documents subsequently in any respect;
the User is aware that UKcorporator recommends that the User not stipulate a web-based free email address (such as Hotmail, Yahoo, MSN or AOL) as the User’s email address for receipt of any documents from UKcorporator and the User agrees that UKcorporator will not be responsible for non-delivery or defective delivery (including problems with any attached file) of any email sent by UKcorporator to any such email address;
although every effort has been made to take account of every combination of circumstances, UKcorporator, being a computer program, may not have been written in such a way so as to foresee and take into account every combination of unusual circumstances;
if the User receives a Certificate of Incorporation (in electronic format or otherwise) in respect of a company formed with the assistance of UKcorporator, UKcorporator will have entirely (and will be deemed to have entirely) fulfilled its purpose, and as such the User will have no claim whatsoever against UKcorporator and UKcorporator will not be liable in any way to the User or to any other party in relation to the formation or ongoing existence or operation of the company; without limiting the generality of the foregoing, the User understands that UKcorporator does not lodge or have any involvement in lodging any notification or return at Companies House of the allotment of any share or shares (including the subscriber share or shares); further the User understands that UKcorporator may not (in its discretion) supply specimen minutes of directors' or members' meetings as it is not possible to predict what resolutions may be appropriate for a given company;
the User acknowledges and agrees that use by the User of the UKcorporator website constitutes, among other things, a request by the User to proceed to register a company in accordance with the User's initial inputs into the UKcorporator website (i.e. the inputs which resulted, or should have resulted, in the generation of PDF documents by the UKcorporator website) and although UKcorporator will endeavour to give effect to any contrary request received by it (whether by email, telephone or otherwise) subsequently to the User's said initial inputs, UKcorporator cannot and does not guarantee to give effect to any such contrary request; further, the User warrants that the User has full authority on behalf of the proposed director/s, proposed secretary (if any) and proposed member/s of the proposed company to supply the specific information which the User supplies to the UKcorporator website and also any other information or instructions provided by any other means to UKcorporator regarding the proposed company, including its proposed name;
all information, content and intellectual property displayed on the UKcorporator web-site (except such information, content and intellectual property which is displayed as a result of a link to another web-site or a non-UKcorporator web-page) all underlying code and programming, and all copyright in documents generated or outputted by UKcorporator is and remains exclusively licensed to UKcorporator, and the User agrees not to copy or make use of such property, code, programming and documents except for the purpose of forming a company using UKcorporator or for the purpose of considering the formation of a company using UKcorporator;
if the User proceeds to payment for the use of UKcorporator, it will be the User's responsibility to print out, from the User's screen, the tax invoice (and receipt) which UKcorporator will prepare for the User and that UKcorporator will not be separately emailing or mailing the tax invoice (and receipt) to the User;
even if the User establishes that the proposed company name is legally available at the time the User is using UKcorporator, it may not be available by the time the User applies to incorporate the company (or in the case of any electronic lodgment service offered by UKcorporator - by the time UKcorporator applies electronically on the User’s behalf to incorporate the company) and the User bears that risk;
the most a User may recover from UKcorporator, under any circumstances and irrespective of any fault of UKcorporator (including, without limitation, any fault of or with the server(s) on which it is hosted, and any faulty or corrupt transmission from or via such server(s)), is the fee charged by UKcorporator to the User (UKcorporator may choose to refund this fee in its absolute discretion including, without limitation, in the event that the User has been unable to incorporate the proposed company despite the User having used UKcorporator correctly and followed UKcorporator's guidance given or offered to the User, and where the User applies to UKcorporator in writing for a refund setting out the relevant circumstances.);
the User has checked and confirmed that the equipment (P.C., modem, RAM, free disk space etc) being used to access and use UKcorporator (including the generation and download of documents produced by UKcorporator) meets the minimum configuration recommended by UKcorporator;
the User agrees that should the User experience any difficulty in receiving any electronically delivered (Adobe PDF) documents from UKcorporator, whether with the correct content or at all, the User will contact UKcorporator and allow UKcorporator a reasonable further opportunity to provide the documents in accessible form with correct content and will, if requested by UKcorporator, test the receipt of replacement electronic documents via a different and suitable email address and personal computer; and
if UKcorporator refers the User to an ‘affiliate’ or ‘associate’ (such as an accountant) for any reason, such affiliate or associate will not under any circumstances be taken to be acting as an agent or partner of UKcorporator and furthermore will be deemed not to be so acting; further UKcorporator will not be liable to the User for any negligent acts or omissions on the part of such affiliate or associate.
UKcorporator will not be liable to the User or any other person for any loss or damage including, without limitation, consequential loss or damage, which may be suffered or incurred or may arise directly or indirectly out of or in connection with the use or viewing of, wholly or in part (or the User's failure wholly to use or view), UKcorporator (including offered guidance and information shown or available on the activation of '?' buttons) or any web-sites or web-pages linked to UKcorporator or any downloads (nor from the downloading process itself) from UKcorporator or from sites to which UKcorporator is linked.
The User represents to UKcorporator that the User has either made the User's own independent assessment of the availability of the proposed company name or has carefully read and understood all the guidance about this topic given or offered to the User within the UKcorporator web-site. The User agrees that UKcorporator will not be liable to the User as a result of the proposed company name being unavailable (or in cases where the User decides for any other reason not to proceed) and, without limiting the generality of the foregoing, UKcorporator will not be obliged to give any refund to the User as a consequence thereof (including a refund of any amount paid which may initially have been regarded as referable to the Companies House fee for electronic lodgment, which amount the User agrees UKcorporator may fairly regard as referable to its administrative costs associated with any failed submission and/or any additional communications).
UKcorporator accepts no responsibility for the contents (including currency), availability, or web-page address of any web-site or web-page to which UKcorporator is linked, intended to be linked, or apparently linked.
UKcorporator will not be liable to the User or any other person for any loss or damage, including, without limitation, consequential loss or damage, which may be suffered or incurred or may arise directly or indirectly out of or in connection with the use of its web-site (including, without limitation, any loss of, or damage to, the User's computer software or hardware or data) or the unavailability of its web-site for any reason (including, without limitation, unavailability due to interruption, suspension, termination, malfunction, upgrading or maintenance) or the loss or deletion from the UKcorporator web-site of any information supplied by the User, including saved inputs.
The User agrees not to print out any pages from the UKcorporator web-site which UKcorporator has not specifically offered to the User the option of printing out and not to link to any webpage in UKcorporator's website, other than the home page.
UKcorporator will not be liable to the User or any other person for any loss or damage, including consequential loss or damage, which may be suffered or incurred or may arise directly or indirectly out of or in connection with the loss of, or loss of any storage of, any information supplied by the User to UKcorporator or for the non-deliberate loss of privacy of any such information. In the event of a sale (or proposed sale) of the entire website, UKcorporator reserves the right to disclose any information transmissions it has received from the User to outside parties to facilitate such sale (or proposed sale).
The copyright in the UKcorporator web-site (including these terms and conditions) and in the forms, registers, consents and agreements which it produces are exclusively licensed to UKcorporator irrespective of the lack, or otherwise, of any copyright notices on them. All rights are reserved. Except for information and material made available, in the format it was made available, from a PRINT function within the UKcorporator web-site (not for example, from a PRINT function in the User's web-browser), neither the whole nor any part of the information, material and pages displayed on this web-site (including as upgraded from time to time), nor the underlying code or codes, may be printed out, copied, duplicated, downloaded, adapted (except for adaptations made to the registers in respect of companies formed using UKcorporator for the purpose of updating those registers), transmitted, e-mailed, forwarded, distributed, sold, licensed, dealt with or reverse-engineered without the prior written permission of UKcorporator.
The User agrees not to, and agrees not to attempt to, copy, duplicate or adapt, substantially copy, duplicate or adapt, or partially copy, duplicate or adapt this web-site, its essential concept, its contents, its design, its logic, its order, its method of activating and displaying guidance, its method of generating and downloading documents, its 'look and feel' and interface, its code or codes, or its selection or arrangement (or both) of questions, optional answers, facts, information, ideas, guidance, or expressions.
The User agrees not to facilitate, assist or prompt another person to do, or attempt to do anything which would be in breach of this agreement were the other person a party to this agreement, including, without limitation, any of the things mentioned in clauses 6, 8 or 9 above, or clause 11 below, nor to benefit from or attempt to benefit from, either directly or indirectly, any other person doing or attempting to do so.
The User agrees not to make any bad faith use of the 'own branding' option, and agrees that notwithstanding the use of that option the position as to copyright remains as set out in clause 8 above.
The following provisions apply (in addition to any of the above provisions so far as they are capable of doing so):
Although the vast majority of electronic lodgments of incorporation documents proceed without difficulty, there can sometimes be delays or impediments (e.g. network failures, server failures, router problems, company name issues). Accordingly, UKcorporator does not guarantee to lodge the User’s documents successfully or to achieve incorporation via electronic lodgment and reserves the right, in every case, to refund the charge made for electronic lodgment and not to proceed with the electronic lodging for any reason it sees fit. (In such cases the User will of course be free to pursue manual / paper lodgment of the documents supplied to the User by UKcorporator supplemented by a Companies House IN01 form which may be downloaded by the User from the Companies House website and then completed by the User in readiness for lodgment.) Further, the User acknowledges and agrees that UKcorporator may charge the User a reasonable amount to cover bank charges and administrative costs associated with any refund given by UKcorporator to the User as a result of the User paying for electronic lodgment of any type of company for which electronic lodgment is not available.
The User will be asked to stipulate an email service (address) in connection with the use of the UKcorporator website and the User agrees to monitor his or her stipulated email service regularly (and at least daily) and to provide promptly any information requested by UKcorporator relevant to the proposed incorporation. Further, the User agrees to send an email notification without delay to UKcorporator in the unlikely event that the Certificate of Incorporation is not received by the User within 4 days of using the electronic lodgment option. UKcorporator is not obliged to retain copy Certificates of Incorporation in its system for more than one month.
UKcorporator will under no circumstances be liable to compensate the User for any loss or damage suffered or sustained by the User for any amount exceeding its charges to the User, as a consequence of a failure or delay in the incorporation of the User’s proposed company or the provision of incorrect information via electronic lodgment.
The User understands and agrees that UKcorporator does not accept any ongoing responsibility for lodging any documents at Companies House, after the incorporation of the proposed company. Further, if the User is referred by UKcorporator to an affiliate or associate for the purpose of carrying out any task, the User agrees that it will not hold UKcorporator responsible for any failure or negligence in relation to that task on the part of the affiliate or associate.
Even if the User establishes that the proposed company name is legally available at the time the User is using UKcorporator the User acknowledges and understands that the proposed company name may not be available by the time UKcorporator, on the User’s behalf, applies to incorporate the company via electronic lodgment and the User bears that risk. (In practice though, UKcorporator will usually in such cases, in its discretion, give the User a refund or allow the user to use the system for the incorporation of a company with an alternative proposed company name, at no extra cost.)
The User warrants to UKcorporator that the User will not use any option for electronic lodgment of incorporation documents offered by UKcorporator unless and until all Adobe PDF documents supplied by UKcorporator via email or download from the UKcorporator website have been received and the memorandum of association and the articles of association (if articles of association were indeed supplied by UKcorporator) have been signed by the proposed initial members of the proposed company to signify their agreement to same and further, the proposed director (or directors) and the proposed company secretary (or company secretaries) of the proposed company have consented in writing to act in such positions.
Although UKcorporator attends to electronic lodgments on the User’s behalf, the User warrants to UKcorporator that all of the information submitted to UKcorporator for electronic lodgment is true and correct and hereby indemnifies UKcorporator and agrees to save it harmless from and against all losses, damages, costs, expenses, fines, penalties and claims whatsoever arising out of or connected with the provision of any untrue or incorrect information by or on behalf of the User and also arising out of or connected with any breach of the warranty referred to in the immediately preceding paragraph.
Should the User breach any of the provisions of this clause 12, engage in any bad faith usage of the UKcorporator website, or fail to pay any moneys duly owed to UKcorporator, then UKcorporator may provide any information it sees fit concerning the relevant usage of the website (including, without limiting the generality of the foregoing, User email address details, User IP address details and log file records) and whether provided by the User to UKcorporator confidentially or otherwise, to such authorities, financial institutions and agencies as UKcorporator sees fit, including Companies House and the police.
The User irrevocably authorises UKcorporator to stipulate that the proposed member/s of the proposed company being formed has/have authorised the submission of the incorporation documents electronically to Companies House and further the User irrevocably authorises UKcorporator to insert such date as seems fit to UKcorporator in the Memorandum and Articles of Association (if any) submitted electronically on behalf of the User to Companies House.
The User understands that the number of days suggested or represented by UKcorporator as the period within which a company will usually be incorporated following electronic lodgment is an estimate only. Unless agreed in writing otherwise, the User will allow at least twenty business days to elapse after electronic lodgment of the incorporation application before requesting any refund from UKcorporator on the ground that the company has not yet been incorporated. Furthermore, the User agrees that by making a paid usage of the UKcorporator website the User is irrevocably authorising UKcorporator to proceed with the electronic lodgment, despite any subsequent countermand or revocation of such authorisation. UKcorporator may, in its absolute discretion, charge a reasonable fee for acting upon any such countermand or revocation, should the same occur and should UKcorporator agree to act upon it. Further, the User fully understands UKcorporator’s price structure as explained in the FAQ section of the website and in particular is aware of the total fee of £69.95 charged by UKcorporator (which includes electronic lodgment of the incorporation application) and which is subject to a refund of £50.00 if the User opens an HSBC bank account on conditions as advised.
These Terms and Conditions cover the entire understanding and agreement between the User and UKcorporator with respect to their subject matter.
If any of these Terms and Conditions, clauses or parts of clauses, are subject to any restrictions, exclusions or alterations imposed by law, or are legally declared to be invalid or inoperative, they will be deemed to be restricted, excluded, altered, invalidated or inoperative only to the minimum extent required by law, with any unaffected Terms and Conditions, clauses or parts of clauses remaining operative to the maximum extent allowed by law.
These Terms and conditions are subject to the laws of Australia and the User irrevocably submits to the non-exclusive jurisdiction of Australian courts.
The benefits of, and protection afforded by, any of these terms and conditions in favour of UKcorporator, shall, at UKcorporator's absolute discretion, extend also to its managers, owners, directors, secretaries, operators, employees and agents and any persons associated with them including, without limitation, company directors and secretaries, its affiliates, co-branders and assigns.
Definitions and Interpretation
'Person' and 'person' are used in their widest legal sense and include, without limitation, a company.
'User' includes a person viewing or using this web-site, including any links from this web-site, either wholly or in part, and either directly, indirectly or by an agent, and includes a person whose credit/debit card is used in conjunction with this web-site and a person who authorises the lodgment of electronic documents by UKcorporator in connection with a company to be formed.
'UKcorporator' means UKcorporator.co.uk.
The singular includes the plural and the plural includes the singular.
If there is any conflict between anything in these terms and conditions and anything in the rest of the UKcorporator web-site, these terms and conditions will prevail.
These terms and conditions are not to be interpreted adversely to UKcorporator solely because UKcorporator prepared them.