Terms & Conditions - The Company Warehouse

1. Definitions
   
   1. 1.1 ‘Company’ means Third Party Formations Limited t/as The Company Warehouse, or any other trading style that may be used from time to time.
   2. 1.2 ‘Customer’means the individual, company or other legal entity placing an order. If the order is placed by an individual on behalf of a company or other entity, both that individual and company or other entity are defined as the ‘Customer’.
   3. 1.3 ‘Company Representative’means a corporate officer or employee of the Company.
   4. 1.4 ‘Goods’ means any products or physical items that can transfer ownership or possession.
   5. 1.5 ‘Services’ means any work undertaken for intangible products that are not goods and do not have a physical existence. There is no transfer of possession or ownership, but come into existence and the time of order.
   6. 1.6 ‘Bespoke Order’ means orders for Goods or Services which are custom made, perishable or services provided expressly to the Customer and cannot be resold. This includes all orders to register a limited company, applications to register domain names, orders for web design, web hosting and orders for logo and graphic design or printing.
   7. 1.7 ‘Recorded Mail’ means Royal Mail or Courier signed for services. The method must be reflective of the value being posted and insured for such.
   8. 1.8 ‘Dispute Resolution Policy’ means the method of notifying, investigating and responding to complaints as set out on this website.
   9. 1.9 ‘Privacy Policy’ means the way in which third party information is stored and used in accordance with the Data Protection Act.
   10. 1.10 ‘User’ means a person or any system using this website or accessing files hosted on this domain.
   
   
2. Parties to the contract
   1. 2.1 The User and the Customer agree to be bound by these terms and conditions.
   2. 2.2 A contract for completion for an order will be made between the Company and the Customer upon receipt of the whole of the price of Goods or Services ordered by the Customer. Upon receipt of payment, the Company will confirm to the Customer that the order has been accepted by e-mail confirmation. This acceptance of the order brings into existence a legally binding agreement between the Company and the Customer.
      2.2.1 Where the Customer is more than one legal person, each party shall be jointly and severely liable under this agreement.
   3. 2.3 We can monitor and record phone calls to or from the Company. We do this to check what was said and also to help us train our staff.
   
   
3. Price
   1. 3.1 Where an order is placed directly via a customer through the website, the price agreed is that set out on our website.
   2. 3.2 Where an order is made via telephone, fax, e-mail or any other method, the price agreed is that specified by the Company Representative with whom you have been dealing.
   3. 3.3 In the absence of certainty of a price agreed between the Customer and the Company Representative, the price will be deemed to be that set out on our website.
   4. 3.4 Where the price quoted does specify the cost of delivery, it is possible that you may be required to pay an additional fee for delivery of the Goods purchased..
   
   
4. Payment
   1. 4.1 The Company has no responsibility to undertake the provision of any Goods or Services to the Customer until cleared funds have been received by the Company for the whole of the agreed price.
   2. 4.2 If payment is made via credit or debit card via the website, this does not automatically constitute payment of cleared funds. If the Customer is uncertain whether payment of cleared funds has been made, they should contact the Company to request confirmation.
   3. 4.3 If payment is made by cheque, it is the responsibility of the Customer to confirm receipt by the Company. Once such payment is received, the Company will not process the order until the cheque has been paid into the bank and it confirmed as cleared funds in accordance with the UK bank cheque clearing process.
   4. 4.4 Where payment is made by way of electronic bank transfer or monies paid directly into the bank account of the Company, it is the responsibility of the Customer to inform the Company that this payment has been made. The provision of any Goods or Services offered will be undertaken once confirmation of any such payment is received by the Company through verification with the bank.
   5. 4.5 Where payment is made by a recurring method such as standing order or direct debit, this will be for pricing agreed by you and at a time notified to you in accordance with the Direct Debit Guarantee.
   6. 4.6 Where there is an error by the Company in processing payment from the Customer, the Customer is required to inform the Company in writing and the Company with remedy the error in accordance with its standard refund policy.
   
   
5. Distance Selling Regulations
   1. 5.1 We comply fully with the Consumer Protection (Distance Selling) Regulations 2000 and the Electronic Commerce (EC Directive) Regulations 2002..
   2. 5.2 Generally under the Regulations you have the right to cancel the contract by giving us notice in writing, including fax or email at any time during the ‘cooling off period’ which finishes 7 working days after the day of receipt of the goods.
   3. 5.3 Due to the bespoke nature of most of the Goods and Services that we provide they are exempt from that ‘cooling off’ period and you may not cancel the order once it has been started.
   4. 5.4 Where a Good purchased is not bespoke, the order may be cancelled within the 7 working day ‘cooling off’ period provided that it has not been used or damaged in any way. Any such cancellation must be in writing and any Goods returned to the Company by Recorded Mail at the expense of the Customer.
   
   
6. Rights to Cancel the Agreement with us
   1. 6.1 These provisions apply to Goods or Services that may be cancelled in accordance with the Distance Selling Regulations, or ongoing services which are renewable automatically or periodically.
   2. 6.2 Bespoke Orders cannot be cancelled once work has commenced by the Company to fulfil that order for Goods or Services.
   3. 6.3 Any cancellation of new order must be made in writing and any cancellation request not made in writing will not be accepted.
   4. 6.4 If a cancellation request is made and the Goods or Services ordered are eligible to be cancelled, any monies due to be refunded to the Customer will be refunded within 30 days of the cancellation request.
   5. 6.5 The Company reserves the right to levy an administration fee of £15 inc VAT against any cancellation. Where applicable, this fee will be deducted from any sum due to be re-credited to the Customer.
   6. 6.6 If the Customer has ordered Goods which are not a Bespoke Order, and are in possession of those Goods, those Goods will need to be returned to the Company within 7 days of the cancellation request being made in writing. The Goods must not have been used or damaged in any way, and must be returned to the Company by Recorded Mail at the expense of the Customer.
   7. 6.7 Some Goods or Services may carry an additional fee for cancellation. These costs will be detailed at the time of ordering such Goods or Services.
   8. 6.8 We reserve the right to charge an admin fee of £14.99 plus VAT to transfer a domain away from the Company’s network, change the IPS Tags for a domain or change any handles for a domain.
   
   
7. Cancellation by the Company
   1. 7.1 The Company reserves the right to cancel the order at any time if:
      1. 7.1.1 the Company has insufficient stock to deliver the Goods ordered by the Customer
      2. 7.1.2 the Company does not have the resources to deliver the Services ordered by the Customer
      3. 7.1.3 one or more of the Goods or Services ordered by the Customer were listed at an incorrect price due to a typographical error, or they were quoted at an incorrect price during the confirmation of order.
      4. 7.1.4 one or more of the Goods or Services ordered by the Customer involved a third party cost or disbursement that has caused a increase in completion of that order.
   2. 7.2 If the Company does cancel the contract the Customer will be notified by e-mail and the Company will re-credit to the Customer any sum deducted within 30 days of the order. The Company will not be obliged to offer any additional compensation for disappointment suffered or losses incurred as a result of the cancellation of the order.
   
   
8. Force Majeure
   1. 8.1 The Company shall have no liability to the Customer for any failure to deliver Goods or perform Services ordered or any delay in doing so or for any damage or defect to goods delivered that is caused by any event or circumstance beyond reasonable control including, without limitation to, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
   
   
9. Your status
   1. 9.1 By placing an order with the Company, the Customer is declaring that they are over the age of 18 and have sufficient legal status to enter into a binding agreement with the Company.
   2. 9.2 Where the Customer is a legal entity other than an individual person, the person completing the order on behalf of that legal entity is declaring that they have legal authority to do so. Failure to hold such authority will result in the individual being personally liable as a party to the agreement.
   3. 9.3 Where a customer who has placed an order for the formation of a limited company (“the customer company”) enters into further contracts for the supply of goods and services relating to the customer company, and after the customer company has been registered, the liability for payment of these further contracts is joint and several between the customer and the customer company unless agreed in writing by a director of the company.
   
   
10. Description of Goods and Services
    1. 10.1 Goods or Services ordered by the customer will be to the specification described on the Company website or in the Company literature.
    2. 10.2 If the Customer places a Bespoke Order with the Company, the specification of the Goods or Services ordered will be as per the description in any written communication between the parties.
    3. 10.3 In the absence of an express description in writing as to the specification of Goods or Services ordered, the Company makes no warranties as to the specification of those Goods or Services.
    4. 10.4 If the Company is unable to deliver Goods or Services to the specification of those ordered, the Company may at its discretion provide an alternative which has similar function and value.
    5. 10.5 The Company reserves the right to amend the description for Goods or Services offered from time to time as necessary.
    6. 10.6 Where the Customer places an order for a limited company formation, the Company will endeavour to register the company name requested by the Customer. Where it is not possible to register due to objection, rejection or otherwise by Companies House, the Customer must provide the Company with a suitable alternative company name to be registered. The order placed by the Customer is for a limited company formation, not for a specific company name.
    
    
11. Delivery of Goods and Services
    1. 11.1 The Company will deliver Goods or Services to the Customer to the e-mail address or postal address provided at the time of order.
    2. 11.2 In the absence of a delivery address being provided by the Customer, the Company may send Goods or Services to the Registered Office address of the Customer.
    3. 11.3 The Customer will be required to pay for postal delivery of Goods in accordance with the pricing expressed on the Company website.
    4. 11.4 Except where otherwise stated, Goods will be dispatched to the Customer as soon as possible after the order is completed, or in any event within 30 days or the order being placed.
    5. 11.5 Once Goods have been posted by the Company, the Customer accepts the risk for those Goods. The Company will offer the Customer the option to send Goods via Recorded Mail. The Company will provide tracking details for Recorded Mail to the Customer upon request in writing.
    6. 11.6 If Goods are posted by Recorded Mail and are returned back to the Company, the Customer will be required to re-pay the postage costs. The Company reserves the right to levy an additional fee for handling those Goods.
    
    
12. Customer Responsibilities
    1. 12.1 When the Customer places an order with the Company, it is an express term of the agreement that the Customer will provide all necessary information required within a reasonable time in order that the Company may complete the order.
    2. 12.2 If the Customer fails to provide all requested information within 14 days of a request for information, the Company will be entitled to discontinue the order.
       1. 12.2.1 where the Company discontinues the order the Customer will not be eligible for a refund or cancellation of order.
       2. 12.2.2 in order to reactivate a discontinued order, the Customer will be required to pay an administrative fee of £25 inc VAT.
    3. 12.3 Where there is an error or defect in the Goods delivered to the Customer, it is the Customer’s responsibility to notify the Company of such defect within 10 days.
       1. 12.3.1 Where the Good or Service is provided on an ongoing basis, notification to the Company must be made within 10 days of any fault, defect or error occurring..
       2. 12.3.2 Failure to notify the Company within 10 days may render the Company to rectify the Goods.
    4. 12.4 Where the Customer is liable to make payment to the Company for provision of Goods or Services, or in respect of contractual fees due between the parties, and fails to make payment within 14 days of the due date for payment, the Customer will be liable to pay statutory penalties for late payment.
    
    
13. Liability
    1. 13.1 If the Goods or Services delivered by the Company do not meet the description of those ordered, are damaged or defective, incomplete or of the incorrect quantity, the Company will have no liability unless the Customer notifies the Company in writing within 10 days of delivery.
    2. 13.2 If the Customer does not receive Goods or Services within 30 days of the date they were ordered, the Company shall have no liability to the Customer, unless the Customer notifies the Company of the problem with 40 days of the date of the order. If the Company is notified of a problem in writing within the specified time periods, the only obligation of the Company will be, at its own option:
       1. 13.2.1 to make good any shortage or non-delivery
       2. 13.2.2 to replace or repair any Goods that are damaged or defective
       3. 13.2.3 to remedy any error or omission in Services ordered
       4. 13.2.4 to refund the amount paid by the Customer by any method determined by the Company.
    3. 13.3 Except as prescribed by law, the Company will not be liable to the Customer for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howeverso arising out of any problem notified to the Company in accordance with clause 13.1 or clause 13.2 as above. Furthermore, the Company shall have no liability to pay the Customer any monies or provide any additional Goods or Services by way of compensation, other than to refund the Customer the amount paid for the Goods or Services in question in accordance with clause 13.2.4.
    4. 13.4 The Company will not be liable to the User or Customer for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howeverso arising out of use of this website.
    5. 13.5 You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase goods from our site. The importation or exportation of certain of our goods to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the goods you purchase.
    6. 13.6 Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you might have as a consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.
    7. 13.7 We can delay in enforcing, or fail to enforce, our rights under the agreement without losing them. We may also accept part-payments marked as 'payment in full' or with similar wording without losing our right to claim full payment.
       
14. Notices
    1. 14.1 Unless otherwise expressly stated in these terms and conditions, all notices from the Customer to the Company must be in writing and sent to the contact address at 2nd Floor, 43 Broomfield Road, Chelmsford, Essex, CM1 1SY.
    2. 14.2 All notices from the Company to the Customer will be displayed on our website from time to time, or to the e-mail address or postal address provided by the Customer, at the option of the Company.
    3. 14.3 We can change this agreement upon serving you with notice of the change. We will give you at least 30 days’ notice in writing of any change to your disadvantage, and we will give you at least 7 days’ notice of any change to these conditions that is not to your disadvantage.
    
    
15. Governing Law and Jurisdiction
    
    1. 15.1 The agreement between us shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us.
    2. 15.2 In respect of late or non-payment of any fees by the Customer to the Company, the ‘Late Payment of Commercial Debts (Interest) Act 1998’ and ‘Late Payment of Commercial Debts Regulations 2002 (SI 2002 No.1674)’ will apply.
    
    
16. Invalidity
    
    1. 16.1 If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
    
    
17. Entire Agreement
    
    1. 17.1 These terms and conditions, together with the current website prices, delivery details, contact details and privacy policy, set out the whole of the agreement relating to the supply of the Goods or Services to the Customer by the Company. Nothing said by any Customer Representative on behalf of the Company should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any Goods or Services offered for sale, unless it is confirmed in writing to the Customer. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
    
    
18. Third Party Rights
    
    1. 18.1 Except for affiliates, directors, employees or representatives of the Company, a person who is not a party to this agreement has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
    
    
19. Intellectual Property
    
    1. 19.1 All material, text, images and information stated on the Company’s website is owned or licensed by the Company.
    2. 19.2 All text and images on the Company’s website are subject to copyright and ‘The Company Warehouse’ logo is subject to Trade Mark Protection..
    3. 19.3 The use or replication of any of the intellectual property on the Company’s website is prohibited unless specific permission has been granted in writing by the Company.
       1. 19.3.1 Permission to use intellectual property owned by the Company may be requested by writing to the Company.
    
    
20. Privacy Policy
    
    1. 20.1 The User and the Customer acknowledge and agree to be bound by the terms of the Company’s privacy policy.
    
    
21. Dispute Resolution Policy
    
    1. 21.1 By using this website and/or ordering Goods or Services from the Company, the User and the Customer acknowledge and agree to be bound by the Company’s Dispute Resolution Policy.
    
    

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Definitions:

1. 1 ‘Preferred Banking Partner’ means a Financial Services Authority regulated bank recommended by the Company and may change from time to time;
   
   
2. 2 ‘Banking Introduction’ means an introduction to our Preferred Banking Partner. A Banking Introduction will be executed in one of the following ways:
   
3. We will tell you the name of our preferred banking supplier and of the OFFER code to quote on your application before your company is registered. A bank account application can then be completed by:
   1. a) Waiting for our Preferred Banking Partner to contact you directly by telephone on the number given to us on your company application form;
   2. b) Calling The Company Warehouse on 0800 0828 727 and requesting to be transferred to the FREE formation banking team;
   3. c) Contacting our preferred banking supplier directly on the number we supply you AND quoting our OFFER code.
   
   
4. ‘Offer Code’ means a referral code issued by the Company to Customer and used by our Preferred Banking Partner to track business bank accounts opened under the FREE Formation offer.
   
   
5. ‘Banking Opt Out Fee’ means a fee to be paid by the Customer to the Company where the Customer fails to open a bank account with the Preferred Banking Partner as required by agreement. The reasons for failing to open a bank account include, but are not limited to, choosing an alternative bank, opening the account outside of the agreed time period, not meeting the eligibility criteria of the Preferred Banking Partner or failing to attempt to open a bank account.
   
   
6. ‘Security Deposit’ means a sum of money to be paid by the Customer to the Company where there is risk that a Customer will fail to open a bank account with the Preferred Banking Partner. The retained sum of money will be refunded to the Customer by the Company if a bank account is successfully opened by the Customer with the Preferred Banking Partner within the required time period.
   
   
7. ‘Non-Trading Fee’ means a sum of money to be paid by the Customer to the Company where the Customer fails to use the limited company registered as part of the ‘FREE Formation’ package for trading purposes.
   
   

1. By ordering a FREE Company Formation from Third Party Formations Limited t/a The Company Warehouse you (“you” or “Customer”) agree to the terms and conditions set forth herein. The provisions contained in these Terms and Conditions for a FREE Formation Service are supplemental to the Company’s General Terms and Conditions by which you are also bound, to the extent they are not modified by this Agreement.
   
   
2. Free Formation
1. 2.1 Provided that the Customer meets the criteria detailed in the whole of clause 2, the Company will provide the Service advertised as ‘Free Formation’ without monetary charge for the Services undertaken by the Company.
2. 2.2 The Customer will be liable to pay third party disbursements to the Company in respect of the £15 Companies House government filing fee for registration of a limited company. The customer will also be liable for any additional charges payable in respect of other products or services added to the Free limited company formation including, but are not limited to, Sensitive word surcharges, registered office facility, sharepack, director and secretary pack or minutes of the first board meeting.
3. 2.3 The Customer agrees that in consideration for the ‘Free Formation’ service the customer consents to a Banking Introduction with The Company’s Preferred Banking Partner and further the customer will open a business bank account in the name of the newly registered limited company as ordered by the Customer. The bank account will be opened after the Banking Introduction of the Customer by the Company to a Preferred Banking Partner, within 30 days of the newly formed limited company being registered.
4. 2.4 If the Customer does not open a company bank account with the Preferred Banking Partner within 30 days as detailed in clause 2.3, the Customer will be liable to pay the Banking Opt Out Fee of £75 + VAT. The Company will send an invoice to the Customer for the Banking Opt Out Fee upon expiration of the 30 day time period, or at the request of the Customer, and payment will be due within 7 days to the Company.
5. 2.5 The Customer consents to allow the Company to use personal information provided on the website order form to make credit reference requests and verifications from third parties. This information may be used to assist the Company to decide whether the Customer is likely to meet the eligibility requirements of the Preferred Banking Partner.
6. 2.6 If, at the discretion of the Company, it is determined that there is a possibility that the Customer will fail to meet the eligibility criteria for opening a bank account with the Preferred Banking Partner, the Company may request and the customer agrees to pay a refundable Security Deposit of £75 + VAT before the Company performs its obligations under this agreement.
7. 2.7 If the Customer is unable or unwilling to pay the Security Deposit to the Company, the Customer will be able to cancel the order by notification in writing to the Company, and it will be subject to the administration fee referred to in clause 6.5 of the Company’s General Terms of Trade.
8. 2.8 In the event that the Customer makes payment of the Security Deposit to the Company and successfully opens a bank account with the Preferred Banking Partner within 30 days of registration of the limited company ordered, the Company will refund the Customer the Security Deposit within 30 days from the confirmation and verification of account opening by the Preferred Banking Partner.
9. 2.9 The Customer acknowledges and accepts that the order will be submitted for registration to Companies House in accordance with the details entered and confirmed by the Customer on the website of the Company. Any amendments or variations to the order requested by the Customer either before or after submission of the order to Companies House, will be subject to standard company secretarial fees levied by the Company and confirmed to the Customer.
10. 2.10 If the formation of a new limited company is rejected by Companies House for reasons including, but not limited to, the company name not being available or officer details being inconsistent, the Company will request amended information from the Customer to enable registration of the new limited company where possible.
11. 2.11 If the Customer is unable or unwilling to provide the amended information required by the Company in order to resubmit the order for registration to Companies House, the Customer agrees that the Company will discontinue with the order and deem it as complete.
    
    


3. Trading Requirements
1. 3.1 It is an express term of the ‘FREE Formation’ package, that the Customer will use that limited company to trade within the first 12 months of registration.
2. 3.2 If the Customer does not carry out trading activities within the first 12 months of registration of the ‘FREE Formation’, the Customer will be liable to pay the Company a Non-Trading Fee of £150 + VAT. The Company will send the Customer an invoice for the Non-Trading Fee where applicable.
3. 3.3 In order to determine whether the ‘FREE Formation’ registered by the Customer has traded within the first 12 months of registration, the Company will use the year end filings made at Companies House to determine the status.
4. 3.4 If the ‘FREE Formation’ registered by the Company for the Customer is dissolved by any means within the first 12 months of registration, the Customer will remain liable to pay the Non-Trading Fee.
5. 3.5 If the Customer has made payment to the Company of a Banking Opt Out Fee within the first 12 months of registration of the ‘FREE Formation’, the Customer shall not be liable to the Company to pay a Non-Trading Fee.


4. Cancellation of Offer.
1. All goods and services are available subject to availability and may be withdrawn without reason at any time.

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The Company Warehouse endeavours to offer the highest level of service, and wishes to maintain a transparent and prosperous relationship with all its customers. In the unlikely event that you are unhappy with the goods or services that are offered by The Company Warehouse, the procedure to be followed is as follows, clearly giving details of the order and your company:

Stage One – Notification

The first action that you should take if you have any problems or concerns with an order that you have placed, is to contact the Business Consultant with whom you have been dealing at The Company Warehouse.

• Either e-mail or telephone the consultant using the contact details they have provided to you
• If uncertain who your consultant is, or have lost their contact details, please contact the office on 01245 492777 and you be directed accordingly.

Many issues that may arise can be dealt with by your Business Consultant in the most time effective manner.

Stage Two – Escalation

If you are not happy with the resolution offered by your Business Consultant or the nature of the dispute is regarding your consultant, then please contact the Dispute Resolution Team in writing to express your concerns:

• The details may be sent by e-mail to disputes@thecompanywarehouse.co.uk
• Or, by post to ‘Dispute Resolution Team, The Company Warehouse, 2nd Floor, 43 Broomfield Road, Chelmsford, Essex, CM1 1SY’

You will receive an acknowledgement of your correspondence within 1 working day with a reference number and a full response from a Manager within 5 – 7 working days. You will be advised what investigation and action has been taken and where appropriate, a proposal to bring the matter to a resolution.

Stage Three – Final Review

If following investigation and review by a Manager you are still unhappy with the action taken or resolution offered, you should escalate the issue for the attention of the Managing Director:

• Please write to ‘The Managing Director, The Company Warehouse, 2nd Floor, 43 Broomfield Road, Chelmsford, Essex, CM1 1SY’

You will receive a written response within 14 working days, upon final review by the Managing Director. You will be advised what investigation and action has been taken and where appropriate, a proposal to bring the matter to a resolution.
Please note – a matter will not be reviewed by the Managing Director unless Stages One and Two of the Dispute Resolution Procedure have been completed.