Terms and Conditions

1. Definitions and Interpretations

   These terms and conditions are distinct from the virtual office terms and conditions.

   In these terms and conditions of business:-

   “APEX” means Apex Company Services Limited, its website www.eformations.co.uk, any other member, associated or subsidiary of Apex Company Services Limited.

   “WEBSITE or “SITE” means the website of Apex Company Services Limited.

   “CLIENT” means the person (s) or Firm/Company who has requested “Apex” to provide services or has agreed or has previously paid for services, or the logged in user in the case of website orders.

   “COMPANY” means any one or more companies that the client has asked Apex to provide service for, incorporate or transfer.

   “GOODS” means the Company including (without limitation) documents and publications of all descriptions.

   “SERVICES” means any company formation, management services, documentary or administration services provided to the client, or on behalf of the client.

2. Sale

   No goods or company can be reserved unless payment has been received in full.

   Apex will not, in any circumstances agree to re-acquisition of Goods or the right to a company name or take back documents applicable to the Goods and the customer will remain liable to pay Apex the charges in relation to the Goods in accordance with these conditions, and in particular, without prejudice to the generality of the foregoing, where forms relating to the transfer of the company have not been signed by the client and returned to Apex, either by post or by online submission.

   Apex enters into a sale agreement with the client on the basis that the client has supplied Apex full and proper instructions and has the authority to comple online forms for appointment of officers of the Company being purchased.

   Apex will endeavour to meet the time scales set out in the website and other publications but these time scales are estimates only and Apex can accept no responsibility for delay caused by third parties or for reasons beyond its control.

   Whilst Apex will endeavour to advise clients with regards to the use of a name or similarity to any other company name Apex will not be held responsible for any actions arising against the client in respect of such similarity, passing off or infringements of any trademarks.

   All instructions or requests for action shall be transmitted to Apex in writing, however Apex may, at its discretion, agree to action any such instruction or request given other than in writing only on the express understanding that Apex shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good faith.

   Apex shall not be liable for any failure to comply wholly or in part with any instructions and shall not be liable for non-receipt of instruction. The client shall have no claim whatsoever against Apex on anything done or omitted to be done or in respect of any exercise or discretion.

3. Compliance with Money Laundering Regulations

   In order to comply with laws and money laundering regulations Apex reserves the right to ask any client to provide photo identification and a proof of residential address. Any client wishing to use an annual renewable service will be required to provide Apex with a copy of a valid passport plus a copy of a recent utility bill or bank statement to confirm the usual residential address. Apex will be unable to provide the goods or services requested if the client is unable to provide evidence of identity or other due diligence items requested by Apex.

4. Warranty and Liability

   Apex warrants:-

   That any company supplied by it pursuant to an order placed by a customer is clean and free of charges, duly incorporated and has not traded. Save as hereinbefore provided and save as implied by statue Apex makes no warranty as to its Goods. Apex accepts no liability for failure to deliver Goods and will only supply duplicate company documents or Goods where possible and only when Client notifies Apex in writing within 14 days of the expected date of arrival of Goods or company documents.

   That it will take all reasonable care to ensure the accuracy and completeness of the information provided in its literature and its website. However, all advice given and publications produced by Apex are based on its interpretation of current legislation and is given in good faith and does not purport to be legal or tax advice, No liability can be accepted by Apex for advice given, by Apex, its employees or associates and client should always seek independent advice from their tax or legal advisors.

   That it will take steps given in the Privacy Policy to secure the client’s personal data and credit card information.

   That it will provide a password protected user account to the website clients.

   That it will send an email to the client once an order is received on the site giving details supplied to Apex by the client. However, the client may not interpret this email acknowledgment as a confirmation that the company has been incorporated until such time as the company documents are delivered to the client’s address.

   That in the event a client’s application is rejected by Companies House it will keep to the client’s credit the fee paid to Apex until further instruction is received from the client.

   The client warrants:-

   The client will be responsible for the security of his / her user account on the website. The client will be responsible to pay for all services ordered on that account unless Apex is notified otherwise.

   The client will ensure that the new company shall not trade or purport to trade until such time as Apex has fully transferred / appointed the client’s given officers and shareholders and has confirmed it to the client in writing.

   The client accepts that the use of a company name in any manner whatsoever by the client prior to complete transfer or incorporation and receipt of company documentation is regarded as unauthorised and may be construed as illegal.

   The client accepts that by entering into a contract with Apex he/she is irrevocably authorising Apex to create electronic signatures on documents required to be signed by client or other individuals or bodies and to lodge on behalf of the client and such individuals and bodies all necessary documents with third parties including, without limitation, documents at Companies House and the client warrants that he has sufficient authority from the individuals or bodies mentioned in this sub-clause to instruct Apex on their behalf.

   The client accepts that owing to the nature of company formation service Apex will not give refund of any money paid towards company formation and the client will remain responsible for running the limited company in accordance with Company law.

5. Registered Office, Nominee Secretary and Administration Services

   The client shall indemnify Apex, its directors, employees, agents, associates or representatives at all times against any cause of action arising from the provision of the company, administration, management services or any other related services and in particular the client agrees to indemnify Apex against any cause or action arising whatsoever which relate to the provision of any services and which relate to the instructions carried out upon the specific instructions of the client or otherwise any matters or acts which have been performed or omitted to be performed by the client or their agents on behalf of the company.

   Where Apex is providing a registered office, this cannot be used as a general correspondence or business address of the Company and cannot be used in any brochures, publications, or documentation to claim, imply or give indication that this is a general correspondence or business address of the Company. If such service is required Apex must be notified and the accommodation address service must be taken up.

   The client hereby agrees to keep Apex informed of any changes in their correspondence address, officials of the company and contact details.

   All communications for administration, management or provision of any services for the company including forwarding of annual returns, notices, correspondences etc shall be deemed to have been properly communicated to the client if sent to the last known address provided by the client. It shall not be necessary for Apex to provide proof of postage.

   Apex reserves the right to terminate administration, management or any other services being provided if it is not satisfied that the company or client is conducting their affairs within the law and current legislation, under such termination, which shall be made in writing to the client, no refund of fees paid will be made.

   Where Apex is acting as nominee secretary on behalf of the company and Apex sign any official forms these forms shall be signed for and on behalf of the company and its officials and the company and its directors shall personally indemnify Apex and its officers against all actions, demands, costs, claims, charges, penalties and expenses that may result from signing such documents.

6. Amendments

   Apex reserves the right to revise the terms and conditions and content of its website at any time and without notice. By continuing to use the website following such changes the client agrees to be bound by the amended terms and conditions.

7. Prices and Payment

   The prices payable for goods and services offered by Apex are set out on the website. Apex reserves the right to vary these prices from time to time and post such changes to the site.

   All fees are payable at the time of instruction for services, unless the client is a credit account holder, as agreed in writing by Apex.

   Any fees paid to Apex are non-refundable, unless specified otherwise in writing.

8. Consequential Loss

   If Apex shall be unable to fulfil an order for any reason whatsoever Apex shall incur no liability for any loss or damage resulting there from.

   Any time quoted for delivery is an estimate only and Apex will not be liable for any losses or damages arising as a result of late or non-delivery.

   Without prejudice to the generality of the foregoing, Apex is dependant upon the smooth operation of Companies House and other bodies and Civil Servants and accepts no responsibility for interruption to normal services arising there from or from any form of industrial action, whether primary or secondary, or any circumstances normally comprehended within the expression “force majeure”.

   Without prejudice to the generality of the foregoing, in no circumstances whatsoever is Apex liable for consequential loss.

9. Jurisdiction

   These terms and conditions shall be governed by English law and will be subject to the exclusive jurisdiction of English courts.