General Terms and Conditions

The legal agreements set out below are between you and The Formations Factory Limited. Please read the following Terms and Conditions as they affect your use of the Website, any information contained therein and/or shared on our social media pages, and any products and services available from or through FormationsFactory.co.uk (the “Website”). These Terms and Conditions govern any use of the Website as a guest or registered customer.

1. Information about us

1.1 FormationsFactory.co.uk is a website operated by The Formations Factory Limited. The Formations Factory Limited is registered in England and Wales under company number 09106965, and its registered office is situated at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. Our VAT number is 191 1402 37.

2. Definitions

2.1 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977.

2.2 “General Terms and Conditions” means these Terms and Conditions.

2.3 “Specific Terms and Conditions” means the Specific Terms and Conditions tailored to cover any product or service that you may purchase from The Formations Factory Limited through the Website, and which take priority over these General Terms and Conditions to the extent of any conflict between them.

2.4 “Web site” “Website” or “Site” means the website you were browsing when you clicked on a link to these General and Special Terms and Conditions, including all subsidiary pages.

2.5 “we”, “us”, “our” and “ourselves” refers The Formations Factory Limited.

3. Use of the Website

3.1 By accessing https://www.FormationsFactory.co.uk and all subsidiary web pages within the site, you agree to these General Terms and Conditions in full, together with any additional or specific terms and conditions we may draw to your attention prior to your purchasing any products or services from or via this Website.

3.2 All material on the Website and our social media pages is provided for information purposes only and does not constitute legal, accounting or professional advice of any other kind; therefore, it cannot and should not be relied upon as such. If you require any professional advice or services, we recommend you consult a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from this Website.

3.3 You accept that any comments posted by you on our Website and/or social media pages can be viewed by the public, and that we have no control over, or liability for, the way in which this information is used by any third party who views your comments.

4. Links to third-party websites and services

4.1 The Website and some of our blog articles may contain links, buttons and banners that redirect you to third-party resources and websites that may be of interest. The inclusion of any link does not mean we endorse the site or have any association with its operators, nor should the inclusion of any link be viewed as an encouragement to purchase or use any third-party products or services - we provide these links to you for information purposes and convenience only.

4.2 Linked Websites are not under our control and we are not responsible for the contents of any Linked Website including, without limitation, any link contained in a Linked Website, or any changes or updates to a Linked Website. We do not accept responsibility or liability for the privacy of your personal information on any Linked Website, and we are not responsible for webcasting or any other form of transmission received from any Linked Website.

4.3 These General Terms and Conditions do not cover your interaction with Linked Websites; therefore, you should carefully review the Terms and Conditions and privacy policies of any third party sites you visit. Your use of any linked Website is at your own risk.

4.4 Certain services made available via the Website are delivered by third parties. By using any product, service or functionality originating from the Website domain, you acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality for the Website’s users and customers.

5. Updates and changes to the Website

5.1 We aim to update the Website regularly but we cannot guarantee that information will be accurate, complete and current at all times. We may update this information when necessary, and all information on the Website is subject to such modification from time to time without notice; however, we make no representations, warranties or undertakings of whatever nature about the information, content or materials provided on the Website. This includes, without limitation, the quality, accuracy, completeness and reliability of the information.

5.2 We will use reasonable efforts to keep the Website available to you but it is subject to on-going updates and improvements, and we reserve the right to change or remove (temporarily or permanently) the Website, or any part of it, without prior notice. By accepting these Terms and Conditions, you confirm that we shall not be liable to you for any such changes or removals that may take place.

5.3 Changes to these General Terms and Conditions and the Specific Terms and Conditions may be made at any time. Your use of the Website and the purchase of products or services are also subject to any such changes. You accept personal responsibility to check if any changes have been made to the General Terms and Conditions or relevant Specific Terms and Conditions every time you visit the Website or purchase products or services from us.

6. Exclusion of liability to you from the use of the Website

6.1 The Website is provided on an "AS IS" and "AS AVAILABLE" basis without any representation or endorsement made, and without warranty of any kind - whether expressed or implied - including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

6.2 Any and all liability to you that may arise from your access to, and use of, the Website - whether due to negligence, breach of duty or otherwise - is excluded to the maximum extent permitted by law.

6.3 No warranty is given that the functionality of the Website will be uninterrupted or error free, that defects will be corrected, or that the Website - or server that makes it available - are free of viruses or anything else which may be harmful or destructive.

6.4 We are not responsible for the content of other Websites that link to or from this Website. Links to other sites are provided simply for your information and do not imply that we approve of those sites or their content.

6.5 Nothing in these General Terms and Conditions shall be construed so as to exclude or limit the liability of ourselves for death or personal injury as a result of our negligence or that of its employees or agents. For the avoidance of doubt, this clause shall apply also to the Specific Terms and conditions below.

7. Intellectual Property - Copyright and Trade marks

7.1 All text, templates, images, information and layouts - other than those supplied by third parties - are the property of The Formations Factory Limited.

7.2 You are permitted to view, copy and print extracts from this website for your own personal use; however, all rights, intellectual or otherwise, will remain with The Formations Factory Limited and do not pass to you. Should you wish to use content of the site for any other purpose, please contact us.

7.3 The copyright of all other materials not belonging to The Formations Factory Limited that may feature on this Website - including their design, layout, text, graphics, photographs, and the source code and software - belongs to their respective owners.

7.4 Registered and unregistered trade marks, logo designs, registered company names and other such forms of IP are also the property of their respective owners.

7.5 You are not permitted to sell or re-sell anything available from the Website, other than to the extent expressly permitted in accordance with any product or service purchased by you from the Website, where such permission is either expressly granted or in a circumstance in which it is a necessary attribute of the product or service concerned.

8. Force Majeure

8.1 In connection with the supply of any goods or services ordered by you through the Website, we shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control. Such circumstances include – though are not limited to - acts of God, strikes; lock outs; accidents; war; acts of terrorism; fire; or failure of any communications, telecommunications or computer system. We shall be entitled to a reasonable extension of our obligations to you (to the extent we owe any such obligations) should a Force Majeure event occur.

8.2 If a Force Majeure event to which this clause applies does occur, we agree to notify you as soon as practicable. If the Force Majeure event continues for more than 14 days, either party shall have the right to cancel the agreement. Where services have been paid for in advance but have not been rendered, you will be entitled to a full refund from the date of cancellation for all such services.

9. Creating an account with us

9.1 The Website provides a facility that allows you to create and register an account with us in order to gain greater access privileges, purchase products or services, and file forms at Companies House. If you choose to register an account, you are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur on or through your account - under no circumstances should you disclose your account information to anyone else. You agree to immediately notify The Formations Factory Limited of any security breach of your account.

9.2 The Formations Factory Limited shall not be responsible for any losses arising out of the unauthorised use of your account, and you agree to indemnify us for any loss or damage we may incur resulting from breach of this clause.

9.3 The Formations Factory Limited shall not be held responsible for any losses arising out of errors, omissions or misinterpretations of customers’ instructions as carried out by Formations Factory staff members.

10. Your privacy and data protection

10.1 We respect your confidentiality and take the protection of your personal data very seriously. Therefore we shall not sell or make your data available to any third party without your prior consent.

10.2 You may alter or update any personal information provided to us as part of registration on the Website at any time.

10.3 Please review our Privacy Policy in full, which explains how we treat your personal information and protect your privacy.

11. Terminating the use of the Website

11.1 We reserve the right to withdraw or suspend your right to access or use the Website at any time without prior notice and without disclosing our reason for doing so.

12. Waiver

12.1 No waiver by us (whether express or implied) in enforcing any of our rights shall prejudice our right to enforce such rights in the future.

13. Miscellaneous

13.1 If any provision of these General Terms and Conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed, and the validity and enforceability of the remaining provisions shall not be affected.

13.2 In the event of there being any conflict between these General Terms and Conditions and the Specific Terms and Conditions that apply specifically to the purchase of certain goods or services through this Website, the Specific Terms and Conditions shall prevail.

13.3 No person who is not a direct party to any agreement covered by these General Terms and Conditions shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

13.4 As a consumer, you have the right to cancel a contract for the provision of goods or services at any time before seven working days have passed from the day after the contract was made. Any such cancellations must be provided to us in writing. If we have already started fulfilling our side of the contract before you exercise your right to cancel, the right to cancel is lost.

14. Notices

14.1 This clause applies where these General Terms and Conditions or the Specific Terms and Conditions provide expressly or by implication for the service of notices.

14.2 Any notice required to be given under our Agreement with you or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be written in the English language.

14.3 Any such notice shall be addressed to the usual business address of the other party and may be:

  • Personally delivered
  • Sent by first class pre-paid post, if the address is situated in the United Kingdom
  • Sent by pre-paid international mail, or by international courier, if from or to any place outside the United Kingdom
  • Sent by facsimile
  • Sent by electronic mail

14.4 In all cases, notices shall be deemed to be given when received.

15. Governing law and Jurisdiction

Your use of the Website and the purchase of any products or services from it are governed in accordance with the laws of England and Wales.

The English courts shall have exclusive jurisdiction over any dispute or difference whatsoever arising out of or in connection with your use of the web site or the purchase of any products or services from it.

Specific Terms and Conditions – FormationsFactory.co.uk

These Specific Terms and Conditions are applicable to transactions made through the Formations Factory website at https://www.FormationsFactory.co.uk and any subsidiary pages. They must be read and agreed to in full, together with the General Terms and Conditions above, which apply to any agreement between us and to your use of the Website in general

1. Definitions

1.1 "Formations Factory", "FormationsFactory.co.uk", "we", “us”, “our” or "ourselves" means The Formations Factory Limited, registered in England and Wales under company number 09106965. Our registered office is situated at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. Our VAT number is 191 1402 37.

2. Formations Factory company formation services

2.1 Limitation of liability

2.1.1 By purchasing a company formation from Formations Factory, you are granting us the right to file with Companies House, as an authorised person for and on behalf of the Company, the statutory forms required to implement the company formation service you are agreeing to take under this agreement. Please note that we may need to ask you to provide proof of identity - the provision of the company formation service will be subject to receipt of this information.

2.2 Special limitation of liability

2.2.1 We do not accept any liability of whatever nature for errors or omission in the company formation information you submit through our Website, or for any such company formation application which is subsequently rejected by Companies House.

2.2.2 If your company formation application is rejected by Companies House, you will not be entitled to a refund for any services purchased from Formations Factory.

2.2.3 We do not accept any liability should your company be struck off and/or removed from the Register for any reason that is not within our control, or following the cancellation or expiry of the services you are agreeing to take under this agreement should your company fail to meet its statutory requirements following our actions to file the requisite forms to notify the termination of such services.

2.2.4 It is your responsibility to ensure that any company name you choose is available for registration and can be lawfully used by you. We accept no liability for your choice of name or any problems which may arise due to your choice of company name.

3. Requirements for the use of our incorporation services

3.1 No persons under the age of 16 are permitted to register limited companies or limited liability partnerships in the UK. The minimum age requirement for directors, company secretaries and LLP members is 16 years. Individuals not meeting this legal minimum may only hold shares in private companies limited by shares.

3.2 Any person who is an undischarged bankrupt is prohibited from registering a limited company in the UK and being appointed as a director or company secretary. Undischarged bankrupts may only hold shares in private companies limited by shares.

3.3 Any persons currently named on the Disqualified Directors Register may not register a limited company or limited liability partnership - any disqualified director whose ban has not yet been served in full is not permitted to act as a company director, company secretary or LLP member, unless permission is granted from the appropriate Court. Such individuals may only hold shares in private companies limited by shares.

3.4 We are not responsible or liable for any rejection of incorporation or problems arising due to the appointment of any persons not meeting the legal requirements for company formation. It is your responsibility to ensure all persons named on the company formation application are eligible to hold their respective positions.

4. Ordering our products and services

4.1 You are presented with a range of choices during the ordering process. It is your responsibility to ensure you read and fully understand these choices before proceeding with any purchase. Should you have any queries regarding our products and/or services, or any aspect of your order, we strongly recommend that you contact us during our usual UK business hours prior to proceeding with any purchase.

4.2 Whilst we endeavour to provide a prompt response to your enquiry, we cannot guarantee to do so in every instance. It therefore remains your responsibility to elicit further information from us regarding the product you intend to order before the order is placed.

4.3 All orders that you place through this Website are deemed to be an offer by you to purchase the products and/or services that we supply, subject to these Terms and Conditions and our acceptance of the order. We may choose to reject any order without disclosing our reason for doing so.

4.4 We only provide services on the basis that you have given us full and proper instructions and the authority to lawfully carry out those instructions. You undertake to ensure the accuracy and completeness of the information you provide for us, and you accept all liability for the rejection of any services or documents due to inaccuracies or incompleteness.

4.5 Should you instruct or request a Formations Factory staff member to upload documents or information you provide us, we do not accept any liability whatsoever for the accuracy and completeness of said documents or information and we do not accept any liability whatsoever for any errors or omissions in the uploading of said documents or information by staff members.

4.6 We do not accept any liability whatsoever for errors or omissions in documents that are uploaded, or not uploaded, to our website by you, or for any such documents which are subsequently rejected by Companies House.

4.7 Our Pre-Submission Review will not extend to reviewing or inspecting documents uploaded to our website - it is your responsibility to ensure completeness, compliance and accuracy of all such documents prior to their submission.

4.8 By accepting these terms and conditions, you are granting us authorisation to file with Companies House as an authorised person for, and on behalf of, the company, the statutory forms required to implement the services you are agreeing to take under this agreement for the full term of the agreement. If said services are cancelled, terminated, or shall expire as a result of failing to make the required payment, you are granting us authorisation to file the statutory forms required to terminate these services.

4.9 The statutory forms that we reserve the right to file include, but are not limited to, the following: AP01, AP02, AP03, AP04, TM01, TM02, SH01, AD01, AD02, CH01 and CH02.

5. Incorporation process

5.1 Formations Factory is a specialist online company formation agent. We use secure electronic filing facilities that are made available from Companies House - the UK Registrar of Companies. By choosing to register a company through us, or authorising us to file information on your behalf, you accept that all information will be submitted to Companies House via this electronic filing facility.

5.2 Provided you have complied with the formalities necessary to register a company through us, Companies House will generally complete the incorporation of your company within approximately three hours during normal working hours (Monday - Friday, 8.00am-5.30pm). We have no control over this process; therefore, it may take longer than the usual three-hour processing time. If your application is submitted to Companies House less than three hours before the end of the business day, your incorporation will usually not be processed until the next working day.

5.3 Guaranteed Same Day service orders should be received by us no later than 2.30pm (Monday-Friday), to allow Formations Factory staff adequate time to review and process the company formation order and send to Companies House prior to the 3pm cut off. Guaranteed Same Day service orders received after 2.30pm may not be processed on the same day by Companies House and we take no responsibility for this, nor do we offer a refund if the company formation is not delivered on the same day.

6. What you will receive upon incorporation

6.1 Company registration service

6.1.1 Upon notification from Companies House of successful incorporation, your new limited company or limited liability partnership will be ready to trade immediately.

6.1.2 You will receive a Certificate of Incorporation and other company formation documentation and services as described within the order confirmation and invoice.

6.1.3 In the event we are unable to print a customer supplied company formation document due to the format or file type being incompatible with our printing equipment, we reserve the right not to print this document and no refund will be offered in the event customer supplied documents cannot be printed.

6.2 Optional additional products and services

6.2.1 In addition to the formation of the company and the company documents described above, you may optionally order additional products and/or services through Formations Factory, depending upon the purchase options you choose. These include, but are not limited to, the following:

  • London registered office address service
  • London directors’ service address service
  • London business address service
  • Business bank account
  • Merchant account
  • VAT and PAYE registration

6.2.2 These products and services may be added to your company formation order prior to incorporation, or they may be purchased after incorporation for an existing company.

7. Services we do not provide with any product.

7.1 Our products and services do not include any of the following in respect of any of the packages we offer for sale on our Website:

  • Accountancy advisory services
  • Tax advice
  • Auditing of your books
  • Filing of annual accounts
  • Legal advice
  • Advice regarding the suitability or adequacy of any company you may purchase from us for your intended purposes.
  • Any other services not expressly mentioned.

7.2 We strongly recommend that you seek independent advice before registering a company through us. If you have not yet taken such advice, we would advise you do not proceed with any purchase until you have done so.

8. Conditions of our company address services

8.1 If you purchase registered office and/or service address service from us without registering an account with us, we are not responsible for updating this information at Companies House on your behalf - you are responsible for ensuring this information is registered with Companies House and updated on public record.

8.2 We will only update your registered office and/or service address details at Companies House if you add one or both of these address services to your company formation order.

8.3 When you purchase an address service from Formations Factory, you are authorising us to receive, sort and forward mail on your behalf.

8.4 We are not responsible for any mail that fails to be delivered to our offices, nor are we liable for mail after it has been handed to Royal Mail or our nominated courier for delivery to your preferred forwarding address.

8.5 We will not accept any general business mail (non-statutory mail) for you or your company through our Service Address or Registered Office services. General business mail will only be accepted at our offices and forwarded to you if you purchase our Business Address service.

8.6 If you have purchased any company address services that require you to pay postage charges, you must maintain a deposit of £20 in your account to cover the cost of future postage charges. On the first day of each month, Formations Factory will take funds from this deposit to settle postage charges incurred on your behalf during the previous month. An invoice will always be issued to you on the same day of any deduction from your deposit for postage charges.

8.7 Deposits for mail forwarding charges are non-refundable and are available for use by customers for a period of 12 months after the expiry of all active company address services. After this time, the deposit will be cleared from our system.

8.8 If payment for renewal of a Director’s Service Address service has not been made on or before the anniversary of the date of the previous payment, you will be deemed irrevocably to have authorised us to change, with immediate effect, your Directors Service Address to your residential address or any other address you have previously provided us for this purpose. This new address information will be registered with Companies House and displayed on public record.

8.9 If payment for renewal of a Registered Office Address service has not been made on or before the anniversary of the date of the previous payment, you will be deemed irrevocably to have authorised us to change, with immediate effect, the Registered Office Address of the company to your residential address or any other address you have previously provided us for this purpose. This new address information will be registered with Companies House and displayed on public record.

8.10 We reserve the right to cancel an address service with immediate effect should we believe there is a palpable risk to our reputation and/or business.

9. Price of goods and services

9.1 The price of any goods or service that you may purchase from us is set out under the option you select on our Website. Unless otherwise stated, all prices exclude VAT at the prevailing rate on the date of purchase.

9.2 The total purchase price, including VAT (if any), will be displayed in your shopping cart prior to your confirming the order.

9.3 We reserve the right to update the prices on the Website and to update, amend, or withdraw the products and services that we offer without prior notice or explanation. Every effort is made to ensure that all prices are correct; however, in the event of serious error, any transaction shall be voided by us, entitling you to a full refund.

9.4 We shall not be liable to anyone for withdrawing or amending any of the products we sell, or for refusing or failing to process an order.

10. Continuous payment authorisation

10.1 Your acceptance of these Terms and Conditions means you are granting us continuous payment authority of the card used to purchase the original service (or an alternative one, if supplied), for renewable services.

10.2 Fees due will be processed on the date of renewal. In the event of a failed card payment, you grant us authority to re-try to take payment at any time in the future using the card used to purchase the original service (or an alternative one, if supplied).

10.3 Notice will always be given in advance of the renewal date and of our intention to take payment, and you will have the right to cancel the service.

10.4 Your total price will include the price of the product plus any applicable VAT (in effect on the day of purchase).

11. Fraud prevention

11.1 If you have taken any services that result in an ongoing business relationship with Formations Factory - e.g services renewable on an annual basis - your acceptance of these Terms and Conditions means you are granting us authorisation to undertake a search with Experian for the purposes of verifying your identity. To do so, Experian may check the details you supply against any particulars on any database (public or otherwise) to which they have access. They may also use your details in the future for verification purposes to assist other companies. A record of all searches will be retained

12. Bank and merchant account referral service

12.1 Where you request a bank and/or merchant account through our bank and merchant account referral service, you confirm that you agree to your details and those of the company being submitted on your behalf to the bank and/or merchant account supplier, and to being contacted directly by the bank and/or merchant account supplier for the purposes of fulfilling the bank and/or merchant account request.

12.2 Where you request a bank and/or merchant account through our bank and merchant account referral service, you confirm that you have the authority from those who benefit from the company being formed, to consent for their details and those of the company, to be passed to our partners for the purpose of opening and providing those services, and to being contacted directly by our partners for the purposes of fulfilling the request for those services.

12.3 Where you request a bank and/or merchant account through our bank and merchant account referral service on behalf of a third party for whom you are making a company formation application, you confirm that the third party has agreed to their details being submitted on their behalf to the bank and/or merchant account supplier and to being contacted directly by the bank and/or merchant account supplier for the purposes of fulfilling the bank and/or merchant account request.

12.4 The business bank and merchant accounts are opened and provided by the banks and merchant account suppliers and subject to the terms and conditions as set forth by the banks and merchant account suppliers at the time of account opening.

12.5 All business bank and merchant accounts are subject to the applicant's’ status; therefore, Formations Factory cannot guarantee that an account will be provided.

13. Refund policy

13.1 In the event that you make a purchase of a company formation, but change your mind prior to the submission of the company details to Companies House, we will refund all monies paid to us minus £10.00 administration charge. This charge covers our merchant charges (both on the purchase and the refund) and other incidental expenses. Refunds cannot be given once the incorporation application has been submitted to Companies House, even if your company formation is rejected.

14. Customer complaints

14.1 In the event you are unsatisfied with the service you have received and you have not been able to reach a resolution via our customer service and support team, you can make a formal complaint by writing to the following address and including your Order Number and details of the outstanding complaint:

The Formations Factory Limited
71-75, Shelton Street
Covent Garden
London
WC2H 9JQ

We will acknowledge your complaint within three working days. An investigation will be carried out into the issues raised and a full response will be provided within ten working days. Where the issue is particularly complex, it may take longer to respond. If this is likely, we will provide information on the action which will be taken and advise when you can expect a full response.