By choosing to make use of the services of GR MORGAN FORMATIONS the Company and the Client agree to accept all of the following terms and conditions of this Agreement:
"Service Provider" means GR MORGAN FORMATIONS and each of its officers, employees and agents who are engaged in providing services.
"Client" means the instructing party or the client on record for the company individually or jointly.
"Company" means any company for which GR MORGAN FORMATIONS provides services at the Client's request.
"Services" means Company Formation, Registered Office, Registered Agent, Representative Office, Director, Shareholder, Bank Signatory, Bookkeeping and Accounts or any other ancillary services as may be agreed between the parties from time to time.
2. The Service Provider
2.1. Will provide services as may be agreed with the Client with reasonable skill and care and in all cases as soon as reasonably practical. Time shall not be of the essence of this agreement.
2.2. Subject to paragraph 5.2 below the Service Provider will act only in accordance with instructions received from the Client or by any representative or agent of the Client as may be agreed in writing between the Client and Service Provider.
3. The Client
3.1 The Client shall provide to the Service Provider such information as the Service Provider considers necessary in order to ensure that the Company complies with all applicable legislation.
3.2 The Client is responsible for ensuring that the information provided to the Service Provider is correct and that he/she has taken all necessary tax and legal advice with regard to the establishment and operation of the Company and for ensuring that the activities will not breach the law of any relevant jurisdiction. GR MORGAN FORMATIONS will not be responsible for the clients tax position and strongly advice the clients to seek tax advice in their country of domicile or where they are in permanent resident. The Client also acknowledges that assets or funds introduced to the Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity.
3.3 In order to enable the Service Provider to meet its legal obligations, the Client shall keep the service provider fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the Company.
3.4 The Client shall immediately inform the Service Provider of any other matters that might affect the Service Provider's willingness to provide services or of any matter that is material to the affairs of the Company.
4. Fees and Invoicing
4.1 The Service Provider's Schedule of Fees as appear on our website or those which have been agreed between the Service Provider and the Client/Company. The Client acknowledges the right of the Service Provider to review annual fees and any amendment in the fee structure will be notified to the Client at least one month prior to the commencement of the services for the period to which the fees relate. In the absence of any formal agreement, the fees shall be the regular fees and charges of the Service Provider, which are available upon request. All our fees are subject to a 20% Vat which are charged on top of our fees.
4.2 The Service Provider shall not be required to incur any expenses or make any payments in the course of providing the Services unless the Service Provider has received sufficient funds in advance.
5. Information and Confidentiality
5.1 The Service Provider shall take reasonable precautions to keep confidential information provided to it by the Client.
5.2 The Client acknowledges that the Service Provider is bound by regulatory and other legal obligations under English Law and agrees that any action or inaction on the part of the Service Provider in carrying out such obligations shall not constitute a breach of the Service Provider's duties.
5.3 Any report, letter, information or advice given by the Service Provider to the Client is given in confidence solely for the Client's use and benefit and is not for use by third parties.
5.4 The Service Provider shall not be required or obliged to take any action which it considers to be unlawful or improper or which may cause it to incur any personal liability.
5.5 The Service Provider is entitled to open and read any correspondence, letter, fax or other communication received on behalf of the Client/Company.
5.6 Any notice or other document to be served under this agreement must be in writing and may be delivered by hand or sent by pre-paid letter post or facsimile transmission or by email to the party to be served at that party's address as provided (or as varied from time to time by notice in writing). The Service Provider shall be entitled to rely on any communication or document (including any fax or email message received) where it is reasonable to believe the document to be genuine and correct and to have been communicated or signed by or on behalf of the Client and shall not be liable to the Client for any consequences of such action.
6. Use of third party contractors
We may, as your agent, directly or through an intermediary, ask another contractor ("Third Party Contractor") to carry out some or all of any work which you instruct us to carry out for you. We shall pay the charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We will take all reasonable care in selecting and instructing a Third Party Contractor. However, we have no control over the activities of a Third Party Contractor and therefore accept no responsibility for the services provided to you by that Third Party Contractor or for any errors or omissions in its work or products.
7. Termination and Suspension of Services
7.1 The contract is for one complete year and will be renewed automatically every year unless notice is given to the other party in writing before the renewal date, which is the end of the month preceding the anniversary of the start of the service (thus for a company bought in April the renewal date will be 31 March of the following year).
7.2 This agreement may be terminated with immediate effect by notice in writing by either the Client/Company or the Service Provider in the event that:
(a) the other party commits any material breach of its obligations under this agreement or under any other agreement between the parties: or
(b) the other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation) or is declared bankrupt; or a bankruptcy petition is presented against it or a receiver or Registered Agent is appointed in respect of it.
7.3 The Service Provider shall be entitled to terminate the agreement with immediate effect by written notice to the Company in the event that any legal proceedings are commenced against the Company or the Clients (including any injunction or investigation proceedings or any incident that may bring the reputation or standing of the Service Provider into disrepute).
7.4 Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination.
7.5 In the event of termination, the Service Provider shall not be obliged to return all or any part of the fees and expenses paid to it hereunder (save for amounts paid on account of disbursements to be incurred).
7.6 In the event of the termination of the services, the Company and the Client shall each arrange that all such acts are done as may be necessary to give effect to such termination and the Client shall within 14 days of the date of termination procure the appointment of a new Registered Office/Director/Shareholder/Secretary/Bank Signatory as may be appropriate, and the Service Provider shall, subject to payment of all amounts due to it, co-operate with the client in relation to such appointments.
7.7 The Service Provider shall be responsible for filing the necessary documents with the Registrar of Companies to affect the transfer of the Company or Companies to a new Service Provider and the applicable rate for undertaking this service shall be invoiced and settled by the Client prior to the filing of the documents.
7.8 The Client and the Company acknowledge that notwithstanding the right of the Service Provider to terminate or suspend its services in accordance herewith the Service Provider (and/or its officers, agents and employees) may have continuing regulatory duties under applicable law. Accordingly, without prejudice to its rights, it is agreed that the Service Provider shall be entitled (but not obliged) to continue to provide services so as to discharge such duties and shall be entitled to charge its applicable rate for the provision thereof.
8. Our Liability
We accept no responsibility for the accuracy of any part of any search or other report where it is apparent that it does not originate from information in a public register, or for any inaccuracy, omission or other error in any public register upon which our search or report is based. Some of our suppliers of search information impose contractual exclusions concerning their liability concerning information supplied and our responsibility to you shall be similarly limited in relation to such information.
Where you select a company or limited liability partnership ("LLP") name for incorporation or change of name, our responsibility is to apply to Companies House for the registration of that name, and registration will be permitted by Companies House if they take the view that it does not conflict with the name of any other company or LLP at that time on the register. We do not warrant that the use of the company or LLP name will not conflict with the rights of existing businesses, and we cannot give any warranty that the use of the name will not give rise to actions for passing off, or for infringement of trade marks or other legal rights. We cannot investigate the possibility of the existence of conflicting rights; you have sole responsibility for meeting any claims arising out of use of the company name, and will indemnify us in respect of any costs, expenses or damages we incur as a result of any such claims.
9. Law and jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of England and any dispute arising in respect thereof shall be subject to the jurisdiction of the courts of England and the Company and Client hereby submit to the jurisdiction of such courts.
10. Delivery of products and services
Unless documents are being sent by email, you must meet those costs of any delivery method you have chosen. If no payment of the right amount has been received there may be delays for you to receive your document. Services are provided using reasonable skill and care. The description and price of goods and services and delivery details will be provided in the confirmation of order and/or invoice dispatched with the product or service.
11. Refund Policy
Once we have received an order with the payment, we immediately start the work process and incur costs, and for this reason we will not be able to refund your payment.
BEFORE YOU ORDER PLEASE MAKE SURE THAT YOU HAVE CAREFULLY THOUGHT ABOUT IT IN ORDER TO AVOID DISAPPOINTMENT.
12. Other Provisions
12.1 The Service Provider shall be entitled to amend these Terms of Business from time to time provided that the Service Provider shall give reasonable advance notice in writing to the Client before such amended Terms of Business shall take effect.
12.2 The Client shall provide full details of and promptly inform the Service Provider of any changes in its contact details.
12.3 The Client shall at all times hereafter indemnify and keep indemnified the Service Provider against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against the Service Provider providing the Services pursuant to this Agreement.