1st Formations Terms and Conditions

These Terms constitute a binding legal agreement between you and 1st Formations Limited.

Please read the Terms carefully as they set out important clauses in relation to:

  • your use of the Website;
  • your use of any information contained on the Website and/or shared on our Social Media Pages;
  • any products and services available from or through the Website including those purchased by phone or email; and
  • both your and our liability and obligations in respect of the above.

These Terms also refer to the following policies, guidelines, and rules, which will also apply and are deemed incorporated into these Terms:

Part 1 of the Terms will apply if you visit the Website, whether as a guest or registered customer, and irrespective of whether you purchase any products or services.

Part 2 of the Terms will additionally apply to you if and to the extent that you purchase certain products or services.

Your legal rights will differ depending on whether you are a business or a Consumer. These Terms will make clear where certain clauses only apply to either businesses or Consumers.

Please note that you will be classed as a business if you are buying products or services wholly or mainly for use in connection with your trade, business, craft, or profession, even if you are an individual.

Your attention is particularly drawn to the following clauses:

  • 1 (Acceptance of Terms)
  • 4.1 (status of information provided)
  • 4.2.2 (indemnity in relation to unauthorised use of your account)
  • 4.3 (Content Indemnity)
  • 4.8 (No warranties or guarantees)
  • 7 (Limitation of our liability in respect of your use of the Website)
  • 9.4 (indemnity in relation to third-party personal data)
  • 16.2 (service exclusions)
  • 17.3 (indemnity in relation to information provided)
  • 18.4 (Price variations in relation to Companies House fees)
  • 20 (Limitation of our liability in respect of the Services)
  • 28.13 (indemnity in relation to Full Company Secretary Service)
  • 32 (Force Majeure)
  • 33 (Consent to use your information and details)

Part 1: General Terms

This Part 1 applies to all users of the Website, whether a registered customer or not, and irrespective of whether any products or services are purchased.

1. Acceptance of Terms

By using our Website and/or purchasing any products or services, you confirm that you accept and agree to comply with:

  • these Terms;
  • all policies, guidelines and rules referred to within these Terms; and
  • any additional terms we may draw to your attention to, prior to your purchase of any products or services from or via this Website, by phone or by email.

If you do not agree with any of the above, you must not use the Website or purchase any products or services.

2. Information About Us

This Website is operated by 1st Formations Limited. 1st Formations is a private limited company registered in England and Wales under company number 08861249, and its registered office is situated at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

Our VAT number is 185 8695 41.

You can find information on how to contact us here.

3. Definitions

Consumer shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977; Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; Social Media Pages means our YouTube channel, LinkedIn page, Instagram page and any other social media pages owned or operated by us from time to time; Terms means the terms and conditions set out on this web page inclusive of both Part 1 and Part 2 where applicable; Website means https://www.1stformations.co.uk/ and all associated web pages; we, us, our and ourselves are each references to 1st Formations Limited, unless the context requires otherwise; and you and your are each references to the user and/or customer visiting the Website or requiring our Services as applicable.

4. Use of the Website

  • 4.1 The information on our Website is not professional advice
    • We are not a legal or other professional practice. All material, information, content or similar on the Website and our Social Media Pages, including in connection with or provided as part of any services we provide, is provided for general information purposes only and does not and is not intended to constitute legal, accounting or professional advice of any other kind. It cannot and should not be relied upon as such. Should you require professional advice, you must obtain this from an appropriately qualified professional before taking, or refraining from, any action and particularly before purchasing any of the products or services available or advertised on the Website. We shall have no liability for any claims or losses which arise due to your non-compliance with this clause.
  • 4.2 Creating an account with us
    • 4.2.1 The Website allows you to create and register an account with us to gain greater access privileges and purchase products or services. If you choose to register with us, you are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur on or through it - under no circumstances should you disclose your account information to anyone else. You agree to immediately notify us of any security breach of your account by sending an email to info@1stformations.co.uk and using the subject heading “Account Breach”.
    • 4.2.2 You shall remain liable 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 directly or indirectly resulting from such unauthorised use.
    • 4.2.3 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the clauses of these Terms.
  • 4.3 Public comments & user generated content
    • 4.3.1 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.
    • 4.3.2 You acknowledge that our Website may include information and materials uploaded by other users of the Website, including links to Social Media Pages, video-sharing sites, bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values. Should you wish to report any user generated content and/or comments you can contact us here.
    • 4.3.3 We have the right to remove any posting you make on our Website and/or our Social Media Channels if, in our sole opinion, it does not comply with the content standards set out in our Acceptable Use Policy.
    • 4.3.4 Any content you upload to our Website will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a free of charge licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in clause 8.1 (Your licence to us).
  • 4.4 Content Indemnity
    • Whenever you make use of a feature that allows you to upload content to our Website, or to contact other users of our Website, you must comply with the standards set out in our Acceptable Use Policy. You warrant that any such contribution does comply with those standards and does not infringe any third-party Intellectual Property Rights. You will be liable to us and shall indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty. We have the right to remove any posting you make on our Website if, in our opinion, your post does not comply with the standards set out in our Acceptable Use Policy.
  • 4.5 Back Ups
    • You are solely responsible for securing and backing up your content.
  • 4.6 Additional Users
    • You must ensure that all persons who access our Website through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
  • 4.7 Withdrawal & Suspension
    • We reserve the right to withdraw or suspend your right to access or use the Website without liability at any time without prior notice and without disclosing our reason for doing so. We may also update, amend, or withdraw any services that we offer on our Website without prior notice. We shall have no liability to you if we choose to do this, and in particular where changes in the law render or are likely to render any of our services or part of them, unlawful, or would adversely increase our level of risk, we shall be entitled to withdraw such services or part thereof immediately at any time without liability.
  • 4.8 No warranties or guarantees
    • We do not warrant, represent, or guarantee that our Website will be uninterrupted, secure, or free from bugs, errors, defects, or viruses or that any defects will be corrected. In addition, we do not warrant, represent, or guarantee that the Website, or server that makes it available, are free of viruses or anything else which may be harmful or destructive. You are responsible for configuring your information technology, computer programmes and platform to access our Website and using your own virus protection software.
  • 4.9 Restrictions on use
    • 4.9.1 You must not misuse our Website by knowingly or recklessly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this clause, you may commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
    • 4.9.2 You shall not conduct, facilitate, authorise, or permit any text or data mining or web scraping in relation to our Website or any services provided via, or in relation to, our Website. This includes using (or permitting, authorising, or attempting the use of):
      • any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process, or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information, or services accessed via the same; and
      • any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends, and correlations.

These clauses should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790). This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

5. Links to third-party websites and services

  • 5.1 The Website, and in particular 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.
  • 5.2 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 within a linked website, or any changes or updates to a linked website. We are not responsible or liable for the privacy of your personal information on any linked website, any webcasting or any other form of transmission received from any linked website.
  • 5.3 These Terms 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.
  • 5.4 Certain services made available and/or advertised 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 your information and data, including personal data, with any third-party with whom we have a contractual relationship to provide the requested product, service, or functionality.

6. Operation of the Website

  • 6.1 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. We make no representations, guarantees, warranties or undertakings of whatever nature about the information, content or materials provided on the Website. This includes, without limitation, as to the quality, accuracy, completeness, and reliability of the information.
  • 6.2 We do not warrant or represent that content available on or through our Website is appropriate for use or available in jurisdictions other than England and Wales.
  • 6.3 We will use reasonable efforts to keep the Website available to you, but it is subject to ongoing updates and improvements, and we reserve the right to change or remove (temporarily or permanently) the Website, or any part of it, including any and all products, services, or prices, without prior notice. By accepting these Terms, you confirm that we shall not be liable to you for any such changes or removals that may take place.

7. Limitation of our liability in respect of your use of the Website

  • 7.1 The Website is provided free of charge and on an "AS IS" and "AS AVAILABLE" basis without any representation 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.
  • 7.2 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. Where any such liability cannot legally be excluded then, to the extent legally possible, our total liability to you shall be capped at £200.
  • 7.3 Nothing in these Terms shall be construed so as to exclude or limit our liability where it would be unlawful to do so including for death or personal injury as a result of our negligence or that of its employees or agents and for fraud or fraudulent misrepresentation.
  • 7.4 Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products or services to you, which will be set out in Part 2 of these Terms.
  • 7.5 If you are a business:
    • We exclude all implied conditions, warranties, representations, or other terms that may apply to our Website or any content on it.
    • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
      • use of, or inability to use, our Website; or
      • use of or reliance on any content displayed on our Website.
    • In particular, we will not be liable for:
      • loss of profits, sales, business, or revenue;
      • business interruption;
      • loss of anticipated savings;
      • loss of business opportunity, goodwill, or reputation; or
      • any indirect or consequential loss or damage.
  • 7.6 If you are a Consumer:
    • Please note that we only provide our Website for domestic and private use. You agree not to use our Website for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
    • If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge, or for damage that was caused by you failing to correctly follow installation instructions, or to have in place the minimum system requirements advised by us.

8. Intellectual Property

  • 8.1 Your licence to us: When you upload or post content to our Website or our Social Media Pages, you grant us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the services advertised or provided by and/or through the Website and across different media including to promote the Website or the services provided on or through it.
  • 8.2 You agree that we have the right to disclose your identity to any third-party who is claiming that any content posted or uploaded by you to our Website, or our Social Media Pages constitutes a violation of their Intellectual Property Rights or of their right to privacy.
  • 8.3 We are the owner or the licensee of all Intellectual Property Rights in our Website, and in the material published on it. All such rights are reserved.
  • 8.4 You are only permitted to view, copy, and print extracts from this Website for your own personal use; however, all rights, intellectual or otherwise, will remain with us and do not pass to you. Should you wish to use any content on the Website for any other purpose, please contact us.
  • 8.5 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
  • 8.6 Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged except where the content is user-generated.
  • 8.7 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 you have purchased, where such permission is either expressly granted or in a circumstance in which it is a necessary attribute of the product or service concerned.
  • 8.8 If you print off, copy, download, share or repost any part of our site in breach of these Terms, your right to use our Website will cease immediately. You must, at our option, return or destroy any copies of the materials you have made and promptly pay to us any financial gain you have made as a direct or indirect result of your breach of these Terms.

9. Your Privacy and Data Protection

  • 9.1 We respect your confidentiality and take the protection of your personal data very seriously. We do not sell or make your data available to any third-party without your prior consent.
  • 9.2 You must ensure that all personal information provided to us is up to date and correct. You may alter or update any personal information provided to us as part of registration on the Website at any time by logging into your account.
  • 9.3 For the purposes of applicable data protection legislation, we will process any personal data you have provided to us in accordance with our Privacy Policy available here. You must review our Privacy Policy in full before using the Website or purchasing any products or services, and if you have any queries about the manner in which we process personal data, or your rights in relation to such processing, please contact us.
  • 9.4 You warrant and represent to us that, if you have provided us with personal data relating to a third-party: (a) you have in place all necessary and appropriate consents and notices to enable lawful transfer of such personal data to us, and (b) that you have brought to the attention of any such third-party the Privacy Policy available on our Website or have otherwise provided a copy of it to the third-party. You agree to indemnify us in relation to all and any liabilities, penalties, fines, awards, or costs arising from your non-compliance with these requirements.

10. Linking to our Website

  • 10.1 You may link to any of our webpages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
  • 10.2 You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists.
  • 10.3 You must not establish a link to our Website in any website that is not owned by you.
  • 10.4 Our Website must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
  • 10.5 We reserve the right to withdraw linking permission without notice and without liability.
  • 10.6 The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
  • 10.7 If you wish to link to or make any use of content on our site other than that set out above, please contact us here.

11. No Third-Party Rights

No person who is not a direct party to these Terms or any agreement covered by these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the clauses within them save where expressly stated.

12. Variation of these Terms

Changes to these Terms may be made by us 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 these Terms every time you visit the Website or purchase products or services from us. Your continued use of the Website, products or services will be deemed acceptance of any updated version of these Terms.

13. Miscellaneous

  • 13.1 If any clause of these Terms is held to be unlawful, invalid, or unenforceable, that clause shall be deemed severed, and the validity and enforceability of the remaining clauses shall not be affected.
  • 13.2 In the event of there being any conflict between Part 1 (General Terms) and Part 2 (Service Specific Terms), Part 2 (Service Specific Terms) shall prevail.
  • 13.3 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by us to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  • 13.4 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these Terms. However, you may not do so without our prior written consent. Should we decide to transfer any of our rights or obligations under this clause, will let you know and if you are a Consumer, we will ensure that the transfer will not affect your rights under these Terms.
  • 13.5 If you are a business, these Terms and all other documents, information, policies, and regulations referred to within them constitute the entire agreement between us in relation to your access and/or use of our Website and any purchase you make through or in relation to it. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by us or on our behalf which is not set out in these Terms, or any other documents, information, policies, and regulations referred to within them and that you have no claim for innocent or negligent misrepresentation or negligent misstatement.

14. Governing Law & Jurisdiction

  • 14.1 If you are a Consumer, please note that these Terms, their subject matter, and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
  • 14.2 If you are a business, these Terms, their subject matter, and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Part 2: Service Specific Terms

This Part 2 is applicable to any purchases of products or services made through the Website and any subsidiary pages or by phone or email. They must be read and agreed to in full, together with the Part 1: General Terms and Conditions above, which apply to any agreement between us and to your use of the Website in general.

15. Definitions

Save where expressly stated otherwise, all definitions referred to in Part 1: General Terms shall apply to this Part 2: Service Specific Terms. In addition to this, the following definition shall apply in this Part 2: Service Specific Terms:

Additional Service means any service offered to you during the ordering process in relation to the service you originally requested including but not limited to those set out in clause 23.5.1; Services means the services advertised on our Website as available for purchase, including but not limited to those set out in clause 16.1 and any Additional Services where applicable; and Working Day means a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business;

16. Our Services

  • 16.1 We are currently offering the following products and services as individual services or as packages:
    • Company Services to include but not limited to:
      • Company Formation Service
      • Full Company Secretary Service
      • Business Telephone Services
      • Bank Account Referral Service (including Barclays Bank, Cashplus, Anna Bank Account)
      • Company Dissolution Service
      • Various one-off filing services as displayed on the Website from time to time
      • Various annual filing services as displayed on the Website from time to time.
    • Company address services to include:
      • Registered Office Address Service
      • Service Address Service
      • Business Address Service
    • Reserve A Company Name Service
    • Pre-Submission Review
    Please note that this list is not exhaustive and the services we offer may change from time to time.
  • 16.2 Our Services do not include any of the following:
    • Accountancy advisory services
    • Tax advice
    • Auditing of your books
    • Filing of annual accounts – excluding filing dormant company accounts at Companies House (DCA)
    • Legal advice
    • Advice regarding the suitability or adequacy of any Services (including but not limited any company you may purchase from us for your intended purposes)
    • Any other services not expressly mentioned.
    Any documents, including but not limited to, any templates used or provided in respect of the Services have been created with reference to the most basic and usual circumstances in which they would generally be used and are not bespoke documents tailored for individual use.
  • 16.3 We will perform the Services using reasonable care and skill.
  • 16.4 We strongly recommend that you seek independent advice before ordering any of our Services. If you have not yet taken such advice, we would advise you do not proceed with any purchase until you have done so. We will not be liable for any claims or losses which arise due to your failure to take appropriate advice.
  • 16.5 If you purchase any document or template from us and you are an intermediary, you must ensure that you are will not be in breach of the Legal Services Act 2007 by preparing it. You are solely responsible for checking and considering whether it is legal for you to do so.
  • 16.6 Our Services are not available for purchase where the end user is a Scottish Limited Partnership (Scottish LP). All such purchases will be refunded, and the Services will be cancelled.
  • 16.7 More information about our Services can be found on the dedicated pages of our Website. You are solely responsible for ensuring that you have read and understand this information before purchasing any Service. In the event that any information in relation to the specification and/or price of the Services conflicts with these Terms, the pages of our Website shall prevail.
  • 16.8 We reserve the right to update, amend, or withdraw the Services (or part of them) that we offer without prior notice or explanation. We shall have no liability to you if we choose to do this. This includes but is not limited to circumstances where changes in the law render, or are likely to render any of our Services or part of them, unlawful, or would adversely increase our level of risk.
  • 16.9 Where any of our Services refer to third-party partners or we provide you any advertising, referrals, discounts, links or similar in relation to any services provided by third-party partners, then the third-party partner’s own terms and conditions will apply, and you should ensure that you have read them in full before going ahead. We shall have no liability in respect of any third-party services and any referral or similar is provided for your convenience only. You can find out more about our third-party partners on our Website.

17. Making an Order

  • 17.1 You are presented with a range of Additional Services during the ordering process. It is your responsibility to ensure you read all information related to and fully understand these choices before proceeding with any purchase of them. Should you have any queries regarding our Services, or any aspect of your order, we strongly recommend that you contact us. Whilst we will 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 Services you intend to order before the order is placed.
  • 17.2 All orders that you place through the Website or by phone or email are deemed to be an offer by you to purchase the Services, subject to these Terms and our acceptance of the order. We may choose to reject, refuse, or cancel any order without disclosing our reason for doing so. Where we refuse, reject, or fail to process an order we will let you know but shall have no liability in relation to the refusal, rejection or failure save for where you have already paid fees to us in respect of the cancelled order in which case, we will refund such fees.
  • 17.3 We only provide any of our Services on the basis that you have given us full and proper instructions and you have given us the authority to lawfully carry out those instructions. You warrant and represent to us that you do in fact have this authority and that the information you provide to us is accurate, complete, and not misleading. You accept any and all liability for the delay or rejection of any Services or documents due to inaccuracies or incompleteness. Should we incur any loss as a result of your breach of this warranty, you shall indemnify us in relation to all and any liabilities, penalties, fines, awards, or costs arising directly or indirectly from such breach.
  • 17.4 Where orders are made for our Pre-Submission Review, this 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.
  • 17.5 You hereby grant us authorisation to file with Companies House as an authorised person for, and on behalf of, you and/or your company, the statutory forms required to implement the Services you have ordered. If any of the Services are cancelled, terminated, or expire as a result of you failing to make any required payment, you are liable for any associated costs arising out of your failure to make the payment.

18. Charges & Payment

  • 18.1 The price of any Services that you may purchase from us is set out under the relevant service option you select on our Website. Where you place an order by phone or email, we will confirm with price with you before an order is made. Unless otherwise stated, all prices exclude VAT, which will be payable by you at the prevailing rate on the date of purchase of the Services.
  • 18.2 We generally charge you when you place your order. However, for some products we take payment at regular intervals, as explained below under “continuous payment authorisation”.
  • 18.3 Subject to any additional charges or variations in price in accordance with these Terms, the total purchase price, including VAT (if any), will be displayed in your shopping cart prior to you confirming the order. The total purchase price will not include the applicable Companies House fee which must be paid by you in addition to the price of the Services unless expressly stated.
  • 18.4 Price variation in relation to Companies House fees
    • 18.4.1 If you have purchased a renewable service, and Companies House fees increase on or before the date that your application/filing is submitted, we will be entitled to recover the increase in fee from you by charging the card we have on record. We will charge you for this amount before the date of the relevant filing/application. The increase in fee will also apply to all subsequent renewals of the service and will be added to the price of your subscription upon your next renewal.
    • 18.4.2 If you have purchased a one-off service and Companies House fees increase, we will be entitled to pass on this increase to you and will charge you the difference in Companies House fee between the date you purchased the service and the date your application/filing is made. We will do this by charging the card we have on file.
    • 18.4.3 For the avoidance of doubt, these clauses apply to all Services regardless of whether they are expressed to include the Companies House fee. Where Services are expressed to include this fee, all references are to the Companies House fee at the date of your purchase, and we shall be entitled to charge any increase in fee in accordance with the above terms.
    • 18.4.4 In the event that we do not receive payment of the increase in fee from you, we shall be under no obligation to provide the remainder of any Service and shall have no liability of whatever nature.
  • 18.5 If the rate of VAT changes between your order date and the date we supply the Services, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
  • 18.6 If we are unable to collect any payment you owe us, we may charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate at the time interest is charged, but at 4% a year for any period when that base rate is below 0%. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
  • 18.7 We reserve the right to update the prices of any Services without prior notice or explanation. Every effort is made to ensure that all prices displayed on the Website are correct; however, in the event of serious error, any transaction shall be voided by us, entitling you to a full refund.
  • 18.8 If you are a business, you must pay all amounts due to us in connection with the Services in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  • 18.9 Continuous payment authorisation

    Your acceptance of these Terms means you are granting us continuous payment authority of the card used to purchase the original Service (or an alternative one, if supplied), for the following:

    • Renewable services - fees due will be processed on the card originally used to purchase the service (or an alternative, if supplied) on the date of expiry of the service period. Notice will always be given in advance of the expiry date of our intention to take payment, and you will have the right to cancel the service. Should you wish to cancel the service you must send notice to info@1stformations.co.uk and we must receive this notice prior to the renewal date.
    • Mail forwarding services - the cost of postage and handling fees will be taken on the card used to purchase the service (or an alternative if supplied), but will be processed automatically on a monthly basis.
    • To recover any increase in Companies House fees as described in clause 18.4.

19. Refunds: General

  • 19.1 The following clauses will apply in addition to any express right to a refund as stated in these Terms, but will be subject to any exclusions contained within these Terms.
  • 19.2 In the event you make a purchase of an Additional Service but change your mind, provided we have not already started working on providing the Additional Service and notice to cancel is given within 14 calendar days of the purchase date, you will be entitled to a refund of all fees paid to us. A refund will not be given for cancellation requests made after 14 calendar days from the date of purchase or where we have started working on providing the Additional Service you wish to cancel.
  • 19.3 You will not be entitled to a refund where we cancel an Additional Service (e.g. Business Telephone Service) due to your failure to supply proof of ID and proof of address as required by these Terms and as necessary to ensure we fulfil our obligations regarding the current Anti-Money Laundering regulations and KYC requirements.

20. Limitation of our liability in respect of the Services

  • 20.1 References to liability in this section include every kind of liability arising under or in connection with Part 2: Service Specific Terms including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
  • 20.2 Nothing in this clause 20 shall limit your payment obligations for any Services or Additional Services.
  • 20.3 Nothing in the Part 2: Service Specific Terms limits any liability which cannot legally be limited, including but not limited to liability for:
    • death or personal injury caused by negligence;
    • fraud or fraudulent misrepresentation; and
    • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  • 20.4 Subject to 20.3, our total liability to you in respect of a breach of this Part 2: Service Specific Terms, or any representation given in connection with providing our Services to you, whether in contract, tort (including negligence) statute or otherwise shall be limited to the higher of (1) £200 and (2) the aggregate annual fees paid for the Services and any Additional Services, excluding Companies House filing fees and any postage fees.
  • 20.5 The following types of losses are wholly excluded (without limitation) under this Part 2: Service Specific Terms:
    • loss of profits.
    • loss of sales or business.
    • loss of agreements or contracts.
    • loss of anticipated savings.
    • loss of use or corruption of software, data, or information.
    • loss of or damage to goodwill; and
    • indirect, special or consequential loss.
  • 20.6 To the fullest extent legally possible, we exclude all implied conditions, warranties, representations, or other terms that may apply to our Services and the Additional Services.
  • 20.7 Throughout the provision of the Services, you may be presented with further caveats and disclaimers together with a summary of any assumptions we have made in order to provide the Services or any aspect of them. These caveats and disclaimers shall be binding and we shall have no liability in respect of any losses you incur as a result of your failure to read them in full and take them into account.
  • 20.8 We, our agents, employees, contractors and subcontractors, shall have no liability in relation to any losses of whatever nature incurred by you or any third-party whether direct or indirect in relation to:
    • 20.8.1 any use or inability to use, unsuitability of, reliance on or errors in any template, document or other material available in connection with the Services and/or through our Website; or
    • 20.8.2 any alteration, addition, completion or filing of any template, document or other material available in connection with the Services and/or through our Website whether by you or any third-party.
  • 20.9 We will have no liability of whatever nature 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.
  • 20.10 Where we use any third-party services or suppliers to provide the Services, including but not limited to third-party electronic filing facilities and any ID verification providers, we shall have no liability of whatever nature in respect of any losses whatsoever incurred by you as a result of delay, failure, errors or otherwise in respect of any of the third-party services.
  • 20.11 We will have no liability if we use information you have provided to us in accordance with clause 23.2.5.
  • 20.12 We will also have no liability in respect of any errors or omissions in documents that we have prepared for you in the provision of Services, where you have provided such incorrect or erroneous information to us, and we have acted in reliance on that information.
  • 20.13 For the avoidance of doubt and without limiting the effect of the clauses above, in respect of the Company Formation Service we shall, in particular, have no liability in respect of:
    • 20.13.1 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;
    • 20.13.2 any errors or omissions in the company formation information you provide to us, or for any such company formation application which is subsequently rejected by Companies House;
    • 20.13.3 your choice of name or any problems which may arise due to your choice of company name;
    • 20.13.4 your company being struck off and/or removed from the Companies House register for any reason that is not within our control, or following the cancellation or expiry of the Services you have purchased; or
    • 20.13.5 the failure by your company to meet its statutory requirements following our actions to file the requisite forms to notify the termination of any services.
  • 20.14 For the avoidance of doubt and without limiting the effect of the clauses above, in respect of the any company address service we shall, in particular, have no liability in respect of:
    • 20.14.1 any losses incurred due to any act, omission, neglect, or delay by us, or our employees or agents, in the process of receiving, sorting, and forwarding mail on your behalf;
    • 20.14.2 any strike off action whether actual or proposed where we file an RP07, and you do not provide a new address to Companies House within the relevant timeframe;
    • 20.14.3 any mail that fails to be delivered to our offices; or
    • 20.14.4 any mail after it has been handed to Royal Mail or our nominated courier for delivery to your preferred forwarding address.
  • 20.15 For the avoidance of doubt and without limiting the effect of the clauses above, in respect of the Reserve a Company Name Service, we shall, in particular, have no liability in respect of:
    • 20.15.1 your choice of name or any problems which may arise due to your choice of company name; or
    • 20.15.2 any actions the director(s) may take in making changes to a company formed with this service, which may affect its dormant company status.
  • 20.16 For the avoidance of doubt and without limiting the effect of the clauses above, in respect of the Bank Account Referral Service, we shall, in particular, have no liability in respect of the refusal or failure of any bank to provide you with an account.
  • 20.17 For the avoidance of doubt and without limiting the effect of the clauses above, in respect of the Full Company Secretary Service we shall, in particular, have no liability in respect of:
    • 20.17.1 your obligations or the duties imposed on you and/or any officer of the company to deliver documents to Companies House or HMRC;
    • 20.17.2 determining when filings should take place and what content should be filed;
    • 20.17.3 any errors or omissions in the information you provide to us, or for any filing which is rejected by Companies House based on such information;
    • 20.17.4 any fines imposed on officers of the company for a breach of the Companies Act 2006, arising from any late or missed filing with Companies House relating to the company in circumstances where we have not been provided by the directors with the information required to be included with such filing in the timescale provided to make that filing set out in the Companies Act 2006; or
    • 20.17.5 your circulation of share certificates or membership certificates electronically.

21. Intellectual Property

  • 21.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.
  • 21.2 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the purpose of providing the Services to you.

22. Anti Money Laundering, ID & Authentication Code Requirements

  • 22.1 We are regulated by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and by accepting the terms in this Part 2: Service Specific Terms, you are granting us authority to carry out a digital ID verification check by Equifax, Creditsafe or a similar organisation for the purposes of checking your identity and address. You acknowledge and accept that this online check may be recorded on your credit record, and a record of the search will be retained.
  • 22.2 Should we be unable to successfully verify your identity and address using our digital ID verification process, we will require you to provide proof of your identity and address in the form of certified copies of the original documents to satisfy our Anti-Money Laundering procedures. Failure to comply with any request for such documents may result in the cancellation of the Services. For further information please read our ID Requirements.
  • 22.3 We have a regulatory responsibility to carry out due diligence checks from time to time on our customers (companies, officers, shareholders, and beneficial owners) to which we provide ongoing Services. Should any of our checks result in the discovery of illegal or unethical activities, we reserve the right to terminate any of our Services without notice and without any liability whatsoever including, but not limited to, without refund.
  • 22.4 We also have an obligation to meet the requirements of 'Know Your Customer' (KYC) and you will be asked to complete a short questionnaire on the business activity or activities of your company and the reason for your business relationship with us. Should any of the answers you have given change, you must notify us as soon as possible.
  • 22.5 All orders that include an overseas corporate entity within the structure shall be subject to an additional compliance review (an “Overseas Compliance Review”) undertaken by us for the purposes of identifying the ultimate beneficial owner(s) of the corporate entity. As part of this review, you will be required to provide all necessary documentation we decide necessary to enable us to identify the ownership structure of the overseas corporate entity and to satisfy ourselves of any individual(s) that require an identity verification check as required under the Money Laundering and Terrorist Financing (Amendment) Regulations 2019. Any ultimate beneficial owners that are identified as part of the Overseas Compliance Review will be required to undergo identity verification in accordance with these Terms. The Overseas Compliance Review shall incur an additional fee for the time spent charged at an hourly rate of £110 plus VAT and billed in increments of 15 minutes with a minimum charge of £27.50 plus VAT per incorporation (the “Overseas Compliance Review Fee”). You accept that on completion of the Overseas Compliance Review, the Overseas Compliance Review Fee shall be automatically charged to you using the payment card details stored on our system. This Overseas Compliance Review Fee is non-refundable, including where we have not been able to confirm the identity of the overseas corporate entity’s ultimate beneficial owner(s); however, the fee for the company formation package will be refunded in accordance with these Terms.
  • 22.6 By purchasing any of our Services, you agree to supply us with the company’s authentication code, if applicable. By purchasing any of the Services you are deemed to be giving us authorisation to order a copy of the authentication code from Companies House, or, if possible, retrieve it from any materials or correspondence we hold on to file or receive to our address in relation to your company. If you do not provide us with a valid authentication code, we may be unable to provide any of our Services.
  • 22.7 In the event that we supply our Services to you and you have not provided us with an authentication code, we may cancel the Services without liability or notice to you, due to our inability to carry out compulsory annual monitoring in accordance with the Money Laundering Regulations. You shall not be entitled to a refund in respect of any Services, or part of them, which have been cancelled by us for this reason.

23. Additional terms applicable to the Company Formation Service

  • 23.1 Requirements for the use of our Company Formation Service

    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.

    • 23.1.1 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.
    • 23.1.2 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.
  • 23.2 Incorporation process
    • 23.2.1 We are a specialist online company formation agent. We use secure electronic filing facilities that are made available from Companies House and other third parties. 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 these third-party electronic filing facilities.
    • 23.2.2 By purchasing the Company Formation Service, 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 carry out the service.
    • 23.2.3 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 24 hours (Monday to Friday only - Companies House are not open on Saturday or Sunday); however, in some cases, it could take longer, depending on Companies House workload. We have no control over and therefore no liability in respect of this process.
    • 23.2.4 We offer no warranty, representation or guarantee that your company application will be approved on the same Working Day as you make your order. If it is important that your company is incorporated on the same day as you make your order, we recommend you purchase the Guaranteed Same-Day Service, which is available as an Additional Service on our checkout page, up to 3pm, Monday - Friday. You acknowledge and accept that there may be extraordinary circumstances outside of our control which may prevent the company from being incorporated on the same day as your order even where you purchase the Guaranteed Same-Day Service. Where this is the case, we shall not be liable for any delay or failure to incorporate.
    • 23.2.5 If we cannot submit a company application to Companies House because you have omitted information, provided incorrect information, or we require further information to allow us to do so, we will, at our option, either (a) make an attempt to contact you to obtain the information required to submit your company application to Companies House or (b) make use of any of the information we have on file for you for the purpose of submitting the incorporation or any Companies House filings to be made in relation to any other Services. Should we not manage to rectify this matter within 7 calendar days of your order being placed, we reserve the right to remove your company application information from our system after this time without liability. You shall not be entitled to a refund in these circumstances.
    • 23.2.6 It is your sole responsibility to ensure that any company name you choose is available for registration and can be lawfully used by you.
  • 23.3 What you will receive upon incorporation
    • 23.3.1 Upon notification from Companies House of successful incorporation, your new limited company or limited liability partnership will be ready to trade immediately.
    • 23.3.2 You will receive a Certificate of Incorporation and other company formation documentation and the Services as described within the incorporation package you purchased on our Website. It is your responsibility to keep all certificates and documents in a safe place and ensure that they are backed up.
  • 23.4 Refunds
    • 23.4.1 In the event that you make a purchase of a company formation package but change your mind prior to the submission the company details to Companies House, we will refund a proportion of the fee you have paid as deemed reasonable by us, taking into account the work we have already undertaken, provided your written request for a refund is received within 14 calendar days of the date of purchase.
    • 23.4.2 You will not be entitled to a refund for the company formation package or any parts of it, once the company application has been submitted to Companies House, even if your company formation is rejected.
  • 23.5 Optional additional products and services
    • 23.5.1 In addition to the formation of the company and the company documents described above, you may optionally order additional services through us, depending upon the incorporation package you choose. These include, but are not limited to, the following:
      • Registered Office Address Service
      • Service Address Service
      • Business Address Service with mail forwarding
      • Confirmation Statement preparation and filing Service
      • Business bank account referral
      • VAT and PAYE registration
      • Business telephony Services
      • Apostilled document Service
      • Full Company Secretary Service
    • 23.5.2 These Additional Services may be added to your company formation package prior to incorporation, or they may be purchased after incorporation for an existing company.
    • 23.5.3 For Confirmation Statement Services, we will send you an email asking for information about your company details to allow us to file your confirmation statement. Where you do not provide all of the information requested within a reasonable time, a confirmation statement will not be filed, and we shall have no liability for a confirmation statement not being filed for this reason.

24. Additional terms applicable to all company address services

  • 24.1 Registered Office Service
    • 24.1.1 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, or you have failed to provide the required ID, 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. If you are a non-UK resident and do not have a UK address to use for this purpose, we will apply to Companies House to have our address removed by form RP07. This new address information will be registered with Companies House and displayed on public record.
    • 24.1.2 When you purchase a Registered Office Address Service from us, this provides you with a mail forwarding service for official government mail from UK government bodies and Court documents. This service also allows you to fulfil your company's statutory obligations as per section 86 of the Companies Act 2006. This service does not provide you with a trading address and must not be used as the principal place of business address for VAT registration purposes.
  • 24.2 Service Address Service
    • 24.2.1 When you purchase a Service Address Service from us, this service provides you with a mail forwarding service for official government mail from UK government bodies and Court documents. This service also allows you to fulfil the officer of the company's statutory obligations as per section 1141 of the Companies Act 2006. This service does not provide you with a trading address and must not be used as the principal place of business address for VAT registration purposes.
    • 24.2.2 If payment for renewal of a Service Address Service has not been made on or before the anniversary of the date of the previous payment, or you have failed to provide the required ID, you will be deemed irrevocably to have authorised us to change, with immediate effect, your 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.
  • 24.3 Business Address Service
    • 24.3.1 When you purchase a Business Address Service from us, this service provides you with a mail forwarding service from all senders other than those official government agencies which are only covered by our Registered Office Service and Service Address Service. This service does not provide you with a trading address and must not be used as the principal place of business address for VAT registration purposes.
    • 24.3.2 When purchasing our Business Address Service, you will be provided with the option of scan and email delivery (i.e. our 'Digital Business Address Service'), or mail forwarding by post, by an email sent to you by us after purchase. Should you not reply to this email, your delivery method will be set to mail forwarding by post as default. Where a bank card is to be forwarded outside of the UK as part of this service, this will be sent by Royal Mail International Signed or International Tracked and charged at the respective rate, dependent on the service available in the country of delivery.
    • 24.3.3 With regards to our Business Address Services, each company can have a maximum of one other trading name, which cannot be another limited company, or a trading name associated with another limited company. Post will not be forwarded for trading names unless prior agreement has been sought and received from us, and mail for trading names we have not entered into agreement for will be returned to sender.
    • 24.3.4 Where a parcel is received for you and the forwarding address is outside of the UK, you permit us to open the parcel to estimate the value of the contents, before resealing the parcel, to enable us to complete the necessary CN22 customs form to send a parcel outside of the UK. In instances where we cannot accurately estimate the value of the contents of the parcel, we will contact you requesting the value of the contents and will only forward the parcel upon receiving a response from you. You warrant and represent to us that all responses you give in relation to the contents of the parcel will be true, accurate and not misleading and that the contents shall not be illegal or unethical in either the UK or the country in which the forwarding address is situated. Should we receive no contact from you within 30 calendar days regarding the value of the contents, the parcel will be returned to sender.
  • 24.4 General terms
    • 24.4.1 When you purchase a Registered Office Service and/or Service Address Service from us, you are agreeing to use our Digital Mailroom Service, whereby all UK government mail, as well as Court documents, will be received at our address, securely opened and scanned by our automated mail handling equipment and sent to you by email (with the exception of cheques from official government bodies, which will be sent to your forwarding address by post). A further electronic copy of your government mail will be available for you to view, download or print, in your 1st Formations’ online customer account area. All original copies of your mail will be securely stored for a period of 7 calendar days, during which time you will be able to request they are forwarded to you by Royal Mail post. After the expiry of 7 calendar days, unclaimed mail will be securely destroyed.
    • 24.4.2 If you purchase a Registered Office Service and/or Service Address Service and register an account with us, you are authorising us to be your filing agent and to update your registered office and/or service address information at Companies House on your behalf.
    • 24.4.3 If you purchase a Registered Office Service and/or Service Address Service and we are not provided with your company’s authentication code, we will not be able to update Companies House with the details of this purchase.
    • 24.4.4 When you purchase a company address service from us, you are authorising us to receive, sort and forward mail on your behalf.
    • 24.4.5 We will not accept any general business mail (non-statutory mail) for you or your company through our Service Address Service or Registered Office Service - general business mail will only be accepted at our offices and forwarded to you if you purchase our Business Address Service.
    • 24.4.6 We reserve the right to cancel any and all company address services with immediate effect, should we believe you have caused or are likely to have an adverse effect our reputation and/or business. If we exercise this right, you shall not be entitled to a refund and we shall have no liability. Our address will be removed from Companies House records, and it will be changed to your residential address or any other address you have previously provided us for this purpose. If you are a non-UK resident and do not have a UK address to use for this purpose, we will apply to Companies House to have our address removed by form RP07. This new address information will be registered with Companies House and displayed on public record.
    • 24.4.7 Multiple companies cannot use a single address service. If you require an address service for multiple companies, you must purchase a separate address service for each company.
    • 24.4.8 We will handle parcels as defined by Royal Mail, as being an item weighing over 750grams or in excess of 353 x 250mm in size; however, we will not accept or handle any items weighing more than 5kg or larger than 500 x 500mm in dimension. This limit is imposed because we are a mail forwarding service and do not have the storage facilities to store large parcels.
    • 24.4.9 Should we receive mail returned to us which we have previously forwarded to the forwarding address we have on file for you, we will contact you to clarify the forwarding address we have on file. Any returned mail which is subsequently re-sent by post to you will be charged at Royal Mail postal rates + 15%, unless we are satisfied an error has been made by us. Where you do not respond within 14 calendar days, unclaimed mail will be securely destroyed.
    • 24.4.10 With regards our Digital Business Address Service, any mail containing a cheque, bank card or other item deemed to be of value, as well as any item of mail larger than A4 size, will be forwarded to you by post. Mail forwarding is charged at Royal Mail postal rates plus 15% handling fee.
    • 24.4.11 Regarding our Digital Business Address Service, all original copies of your mail will be securely stored for a period of 7 calendar days, during which time you will be able to request they are forwarded to you by Royal Mail post, at a charge of Royal Mail postal rates plus 15%. After the expiry of 7 calendar days, unclaimed mail will be securely destroyed.
    • 24.4.12 If we forward mail to you by courier, we will require payment in advance from you. A receipted invoice will be raised and forwarded to you immediately after payment is taken. The acceptance of these Terms means you are granting us authority to take payment using your payment card details stored on our system. In the event the cost to forward an item by courier is substantial, we may contact you to seek your approval before processing the item. Please note our 15% handling fee also applies to courier deliveries.
    • 24.4.13 If we forward parcels, packets and/or letters by Royal Mail Special Delivery, International Signed For, International Tracked, and International Tracked & Signed, we may require payment in advance. A receipted invoice will be raised and forwarded to you immediately after payment is taken. The acceptance of these Terms means you are granting us authority to take payment using your payment card details stored on our system.
    • 24.4.14 In the event we are unable to deliver an item of mail or where advance payment is required and we are unable to take advance payment, we will contact you by email, telephone or post and request your assistance. If we do not receive a response within 30 calendar days we reserve the right to return the item to sender or dispose of it, as appropriate.
    • 24.4.15 Where you possess a negative account balance, we reserve the right to hold mail for any of our address services from being sent to you, until such time as the amount of the account balance owed, including any applicable interest is paid in full. You will be notified by email if an item of mail is held because you possess a negative account balance. Mail held for this reason will be held for 30 calendar days. If you have not paid the negative account balance within 30 calendar days, the item of mail will either be returned to sender, or it will be destroyed if we would incur a charge to return the item of mail to the sender. In the event that this happens you will still remain liable for all outstanding payments.
    • 24.4.16 If you purchase a Registered Office Address Service or Service Address Service from us, it is your responsibility to ensure the correct address for the company is showing on Companies House for its registered office or service address. When an address service is not purchased as part of an incorporation package, we are not responsible for and accept no liability in relation to updating your company's addresses at Companies House.
    • 24.4.17 Where you have purchased any of our company address services (Registered Office Address Service, Service Address Service or Business Address Service) and continue to use our address for more than 14 calendar days after the date on which the relevant service is terminated, this address service will be deemed to have been renewed, and you will be liable for payment in full for the service.
    • 24.4.18 To ensure limited companies using our address services comply with the London Local Authorities Act 2007, you must ensure that you do not provide our registered office address for business purposes to third parties if you do not have an active Business Address Service with us. Any general business mail received for companies that do not have an active business address service will be held for a maximum of 30 calendar days or until a Business Address Service is purchased, whichever is earlier. After 30 calendar days, the mail will be returned to the sender if a Business Address Service is not purchased.
  • 24.5 Refunds
    • 24.5.1 In the event you make a purchase the company address service (Registered Office Address Service, Service Address Service or Business Address Service) but change your mind:
      • if we have not already processed your order and begun to set up your address service(s), you will be entitled to a refund of all monies paid to us, provided the notice to cancel is given within 14 calendar days of the purchase date. You will not be entitled to a refund if your cancellation request is received by us after 14 calendar days from the date of purchase, or if we have carried out any work.
      • if we have already processed your order and begun to set up your address service(s), you will be entitled to a refund of all monies paid to us, minus a £10.00 plus VAT administration charge per address service, provided the notice to cancel is given within 14 calendar days of the purchase date. You will not be entitled to a refund if your cancellation request is received by us after 14 calendar days from the date of purchase. The administration charge covers the cost of order processing, service set up and any other incidental costs.
    • 24.5.2 In an instance where a refund request is made within 14 calendar days of the purchase date of an address service, but our address is used by your company for more than 14 calendar days after the purchase date at Companies House, this address service will be deemed to have been used, and you will not be eligible for a refund.

25. Additional terms applicable to the Reserve a Company Name Service

  • 25.1 As part of this service, we will register a limited company at Companies House with the name you wish to reserve. The purpose of this is to reserve that company name.
  • 25.2 It is the responsibility of the director(s) of the company to inform HMRC of its dormant status. We will provide a letter to use for this purpose within your order fulfillment email.
  • 25.3 We will file dormant company accounts and a confirmation statement for the first year, thereby fulfilling the company's statutory filing obligations for the first year.
  • 25.4 If you would like us to continue to prepare and submit the statutory filings beyond the first year, you must renew the Dormant Company Accounts and Confirmation Statement Services on an annual basis. We will send you reminders of the renewal of these services 7 calendar days prior to the expiry date.

26. Additional terms applicable to the Business Telephone Service

  • 26.1 The business telephone number provided by us for the Business Telephone Number or Call Answering + Business Telephone Services is not owned by us. Requests to use or port the telephone number provided after one of our Services has expired should be made direct to the telecoms provider which owns the telephone number.

27. Additional terms applicable to the Bank Account Referral Service

  • 27.1 Where you request a bank account through our Bank Account Referral Service, you confirm that you agree to your details being submitted on your behalf to the bank, and to being contacted directly by the bank for the purposes of fulfilling the bank account request.
  • 27.2 Where you request a bank account through our referral service on behalf of a third-party for whom you are making a company formation application, you warrant and represent to us that the third-party has agreed to their details being submitted on their behalf to the bank account supplier and to being contacted directly by the bank for the purposes of fulfilling the bank account request. You shall indemnify us in relation to all and any liabilities, penalties, fines, awards, or costs arising from your breach of this warranty and representation.
  • 27.3 The business bank accounts are opened and provided by the individual banks and are subject to the terms and conditions as set forth by the banks at the time of account opening.
  • 27.4 All business bank accounts are subject to the applicants' status; therefore, we cannot guarantee that an account will be provided.

28. Additional terms applicable to the Full Company Secretary Service

  • 28.1 The services provided annually for your private limited company will consist of the following:
    • 28.1.1 The provision of monthly guidance notes (one per month), chosen in our sole discretion, which will cover topics we deem relevant to running a company.
    • 28.1.2 Maintenance of your company’s registers and minute books, including but not limited to the following:
      • Register of Members as required to be kept by the Companies Act 2006
      • Register of Directors
      • Register of Directors Usual Residential Address
      • Register of Secretaries
      • Register of People with Significant Control
      • Register of Charges (in respect of charges created before 6 April 2013)
    • 28.1.3 Provision of such company secretarial advice and assistance as required (e.g. preparation of board minutes, resolutions, Companies House forms/filings etc.) for up to fifteen transactions per year. The following transactions are included in the fixed annual fee service (as detailed below at 28.2):
      • Change of Registered Office address
      • Change of Accounting Reference Date
      • Approval of annual accounts
      • Change of company name
      • Appointment of director
      • Resignation of director
      • Transfer of shares (up to 2 shareholders)
      • Issue of shares (up to 2 shareholders)
      • Add or remove a guarantor (for companies limited by guarantee)
      • Acquisition by the company of its own shares for no consideration
      • People with Significant Control filings
      • Change of director or secretary details
      • Notification or change to a Single Alternative Inspection Location (SAIL)
      • Director resolution to add, remove, or change the details of an individual on the company’s bank mandate
      • Basic director approval to enter into an agreement
      • Basic interim or final dividend approval
      • Dormant company accounts
      • Consolidation of share certificates
      • Authorising or de-authorising an individual to act as a signatory
      • Replace lost share certificates (including indemnity form)
      • Filing of additional confirmation statement to update SIC codes, statement of capital and/or shareholder list
  • 28.2 We charge a fixed annual fee of £149.00 plus VAT. If any additional company secretarial services are required from us, we will charge an additional fee in accordance with our standard rates. Our services will be renewed automatically after a 12-month period (unless you choose not to renew the service). Where services are not renewed or are otherwise terminated, we will:
    • 28.2.1 issue you with a letter of disengagement confirming the termination of our services; and
    • 28.2.2 provide you with a final copy of your company registers in electronic format kept by us, if explicitly requested by you within one month of expiry or termination of the service.
  • 28.3 If you have asked us to file a Companies House form that triggers an associated filing fee and Companies House rejects the application for any reason, then we shall have no obligation to return to you any Companies House fees or any transaction fees incurred pursuant to that rejection.
  • 28.4 Our services listed above at clause 28.1 do not negate the statutory obligations of the directors of your company under the Companies Act 2006. It remains the responsibility of the directors of your company to ensure that all statutory registers of the company are a true and accurate representation of your company’s position.
  • 28.5 It is your responsibility to ensure that we are informed of all transactions or changes that occur to your company, and all required information pertaining to said transactions or changes, that occur to your company that necessitate the statutory registers to be amended.
  • 28.6 If we do not receive the required information or are not told of changes that have occurred to your company, we will not be responsible for any delay caused as a result. If additional work is required to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, we may charge you an additional sum for that work.
  • 28.7 If we require any information or action from you to enable us to provide the services, we will inform you of this as soon as is reasonably possible.
  • 28.8 Nothing in these Terms or the services provided by us overrides your obligations or the duties imposed on you to deliver documents to Companies House or HMRC in a timely manner, and although we may send reminders to you about filing requirements, we have no liability in respect of determining when filings should take place and what content should be filed.
  • 28.9 We will send any transactional documents that we produce at your request (for example, in accordance with clause 28.1(iii) of these Terms) to the relevant person(s) electronically via DocuSign for execution. Unless you expressly inform us otherwise, by purchasing the Full Company Secretary Service, you are confirming that your company permits the execution of documents electronically.
  • 28.10 Electronic copies of executed share certificates or membership certificates (whichever is applicable) will be provided to you following any transaction for which the documentation has been drafted by us (for example, following the completion of an issue of shares drafted in line with clause 28.1 (iii) of these Terms). We recommend that you only circulate hard copies of these share certificates or membership certificates.
  • 28.11 You acknowledge and agree that it shall be the responsibility of the directors to provide us promptly with all information that is required for us to make all filings at Companies House on behalf of the company and the general maintenance of the statutory register and company registers of the company.
  • 28.12 You shall indemnify us, our employees, officers and agents against all liabilities, costs, expenses, damages and losses (including but not limited to any fines relating to a breach of the Companies Act 2006, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising, directly or indirectly, out of or in connection with:
    • 28.12.1 any failure of the directors to comply with the obligations imposed on officers of the company under the Companies Act 2006; or
    • 28.12.2 any failure of the directors to provide the information to make any required filings with Companies House promptly.
    This indemnity shall not apply to the extent that a claim under it directly results from our negligence or wilful misconduct.

29. Termination

  • 29.1 You may terminate any of the Services which are sold on an annual basis by giving us 30 calendar days written notice. Where you do so, you shall not be entitled to any refund.
  • 29.2 We may terminate the provision of any of the Services without liability to you immediately on giving notice to you if:
    • you fail to pay any amount due for the Services; or
    • you do not, within a reasonable time of us asking for it, provide us with information, cooperation, or access that we need to provide the Services or any part of them; or
    • you commit a breach of any of these Terms and (if such a breach is remediable) you fail to remedy that breach within 14 calendar days of being notified of the breach; or
    • you or your company suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due; or
    • you or your company fail to comply with any laws applicable to you; or
    • you or your company suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of its business; or
    • you fail to comply with our KYC and Anti-Money Laundering procedures and policies.
  • 29.3 In addition to the above, we may terminate the Services without liability at any time and in our absolute discretion unless explicitly stated otherwise within these Terms.

30. Notices

  • 30.1 This clause applies where these Terms provided expressly or by implication for the service of notices but not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  • 30.2 All notices shall:
    • 30.2.1 be written and in the English language;
    • 30.2.2 be signed by or on behalf of the party giving it and for the avoidance of doubt an email signature shall suffice;
    • 30.2.3 be sent by one of the methods set out in paragraph 30.3; and
    • 30.2.4 be deemed received as set out in paragraph 30.4.
  • 30.3 Notices may be sent:
    • 30.3.1 by first class pre-paid post or hand delivery provided any letter is addressed as follows:
    • To us: FAO The Directors, 1st Formations Limited, 71-75, Shelton Street, London, England, WC2H 9JQ
    • To you: FAO [Your Name] at your company’s registered address, or if there is no registered office address, the residential address you have provided to us; or
  • 30.3.2 by email to us at info@1stformations.co.uk and to you at any email address you have provided to us.
  • 30.4 Notices will be deemed to have been received:
    • 30.4.1 if delivered by hand, at the time the notice is left at the address;
    • 30.4.2 if sent by pre-paid first-class post, at 9.00am on the second Working Day after posting;
    • 30.4.3 if sent by email, at the time of transmission as noted on the sender’s device provided that the email has been sent to the correct email address and no error or undeliverable message has been received.
  • 30.5 If deemed receipt would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  • 30.6 Both you and us may change the details to which notices must be sent by giving each other notice, the change taking effect for the party notified of the change at 9.00am on the later of:
    • (a) the date, if any, specified in the notice as the effective date for the change; or
    • (b) the date five Working Days after deemed receipt of the notice.

31. Confidentiality

  • 31.1 Both us and you undertake that we shall not at any time and for a period of two years after termination or expiry of the Services disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted below and in our case, where such confidential information includes personal data, in accordance with the Privacy Policy.
  • 31.2 Each of us may disclose the other’s confidential information:
    • to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under this Part 2: Service Specific Terms. Each of us shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom we disclose the other party's confidential information comply with this section; and
    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • 31.3 Neither of us shall use the other’s confidential information for any purpose other than to perform its obligations in connection with the Services.

32. Force Majeure

  • 32.1 In connection with the Services ordered by you through the Website, by email or by phone, 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; pandemic; 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 an event outside of our reasonable control occur.
  • 32.2 If an event to which this clause applies does occur, we agree to notify you as soon as practicable. If the event continues for more than 14 Working Days, you and we shall have the right to cancel the Services. Where Services have been paid for in advance but have not been provided, you will be entitled to a full refund from the date of cancellation for all such Services. Where part of the Services have been provided, you will remain liable to make payment in respect of that part.
  • 32.3 This clause shall not apply to, and a Force Majeure event shall not include, an increase in Companies House fees. Where this happens, clause 18.4 of this Part 2 (Service Specific Terms) shall apply.

33. Consent to use your information and details

  • 33.1 Your acceptance of this Part 2: Service Specific Terms means you are granting us authorisation to undertake a search by Equifax, Creditsafe or similar third-party organisation for the purposes of verifying your identity and address. To do so, Equifax, Creditsafe or any other third-party provided of similar services, 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.
  • 33.2 Trustpilot help us proactively collect reviews from our customers. By agreeing to this Part 2: Service Specific Terms, you are also agreeing to have your information (name, email address and order number) temporarily shared with Trustpilot, to allow them to send you this invitation. If you choose to use Trustpilot to provide us with review, the terms, and conditions of Trustpilot will apply. We do not accept any liability for breach of services provided by Trustpilot.
  • 33.3 Any personal data shared with third parties as mentioned above, will be governed by the Privacy policy, accessible here.

34. Complaints

  • 34.1 All complaints will be dealt with in accordance with our Complaints Policy. For more information on how we handle complaints or how to make one, please see here.

35. Additional terms applicable to accountants and other intermediaries

  • 35.1 These additional terms shall apply to you if you are purchasing any of our services for the benefit of someone else (“end client”).
  • 35.2 For the avoidance of doubt, you acknowledge and accept that the terms contained in this clause shall apply to you in addition to all other general and service specific terms.
  • 35.3 We will only accept orders for Services from accountants and intermediaries if they are registered for Anti-Money Laundering Supervision. We will request, and you must provide, evidence of such registration. This may include, for example, a registration number. We are entitled to request further information at our sole discretion should we deem this necessary in order to verify your supervision status.
  • 35.4 If we are unable to verify your supervision status, or you do not comply with our requests for evidence and/or further information, we shall be entitled to reject or cancel your order immediately without notice. We shall have no liability in respect of any such rejection or cancellation save where you have pre-paid for Services, in which case your sole remedy will be entitlement to a refund of any funds paid to us in connection with the rejected or cancelled order.
  • 35.5 You must ensure that at all times throughout the duration of the provision of any Services, you maintain an active payment card on file. Where your card is due to expire, you must provide updated payment details to us prior to the expiry date.
  • 35.6 You must ensure that at the time of payment collection, there is an active card on your file which has sufficient available funds to satisfy the upcoming payment. Failure to do so will result in interest being charged in accordance with these Terms and the immediate termination of the relevant Services.
  • 35.7 Where any company address service is cancelled or terminated for any reason, we shall be entitled to use the address we have on file for you to replace our own. This includes, but is not limited to, the use of such address as the company’s registered office at Companies House.
  • 35.8 Where you have purchased any of our company address services (Registered Office Service, Service Address Service or Business Address Service) and the company continues to use our address for more than 14 calendar days after the date on which the relevant service is terminated or cancelled, this address service will be deemed to have been renewed/used, and you will be liable for payment in full for the service. It is your sole responsibility to ensure that you or your end client changes the company address to avoid liability for payment.
  • 35.9 You acknowledge and accept that we shall have no contact with or liability (of whatever nature and howsoever arising) to your end client. Where you purchase any Services, the contract for those Services is between you and us. Therefore, no action or inaction on the part of your end client will affect the operation of these Terms.
  • 35.10 You acknowledge and accept that you shall have no extra rights of termination which are not set out within these Terms. For the avoidance of doubt, you shall not be entitled to terminate, nor receive a refund in relation to the provision of any Services where the reason for such termination is that you are no longer working with, or do not have contact with, your end client.
  • 35.11 You are solely responsible for the accuracy, completeness and timing of all information to be provided to us in connection with the provision of the Services. This includes but is not limited to the filling out of all application forms and questionnaires. We shall provide reasonable support should you need assistance with this; however, under no circumstances shall we be responsible for filling out any applications on your behalf.
  • 35.12 We do not currently offer white labelling of our Services, or any documentation in respect of the Services.
  • 35.13 You acknowledge and accept that we shall only discuss your account with the named account holder. If you wish to authorise another person to speak with us on your behalf, you must confirm to us the name of the person that you are authorising beforehand. We will not discuss your account with any person who has not been previously authorised by you.
  • 35.14 If you wish to transfer your account to your end client, you must contact us to make a transfer request and provide evidence that your end client wishes to take over the account. We will be unable to transfer the account unless this has been done. Any transfer of the account may be subject to additional AML/ID checks at our discretion.
  • 35.15 You shall not, and shall procure that any end client shall not, open a new account with us in order to bypass the transfer process described at clause 35.13 above.

1st Formations Acceptable Use Policy

Please read the terms of this policy carefully before using the site.

This policy sets out the rules that apply when you upload any content to our site, make contact with other users on our site, link to our site, or interact with our site in any other way. It must be read alongside Part 1 and Part 2 of our terms and conditions.

Section A: Restrictions on use

  • 1. You may not use our site:
    • if you are under 16 years of age.
    • in any way that breaches any applicable local, national or international law or regulation.
    • in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect. This includes but is not limited to purchasing any of our products or services where the purpose of doing so is to mask or carry out any unlawful activity.
    • for the purpose of harming or attempting to harm minors in any way.
    • to bully, insult, intimidate or humiliate any person.
    • in any way which we deem unethical.
    • to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
    • to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
    • to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
    • in any way that involves child sexual exploitation or abuse.
    • to upload terrorist content.
    • in any other way which is likely to bring our reputation into disrepute.
  • 2. In addition, you agree not to:
    • reproduce, duplicate, copy or re-sell any part of our site in breach of our terms and conditions.
    • access without authority, interfere with, damage or disrupt:
      • any part of our site;
      • any equipment or network on which our site is stored;
      • any software used in the provision of our site; or
      • any equipment or network or software owned or used by any third-party.

Section B: Content standards

These standards apply to any and all material which you contribute to our site (User Content), for example, any comments you leave on our blogs.

These standards must be complied with in spirit as well as to the letter. The standards apply to each part of any User Content as well as to its whole.

1st Formations Limited will determine, in its discretion, whether any User Content breaches these standards.

  • 1. All User Content:
    • must be accurate;
    • only contain opinions that are genuinely held and not unethical;
    • must comply with the law applicable in any country from which it is posted and to which the website is targeted.
  • 2. User Content must not:
    • Be defamatory, obscene, offensive, hateful or inflammatory.
    • Bully, insult, intimidate or humiliate.
    • Encourage, promote or provide instructions for deliberate self-harm or suicide.
    • Promote sexually explicit material.
    • Include child sexual abuse material.
    • Incite violence or hatred against particular groups.
    • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
    • Include content that would be considered a criminal offence under laws relating to terrorism, child sexual abuse material, racism or xenophobia.
    • Infringe any copyright, database right or trade mark of any other person.
    • Include material that might impair the physical, mental or moral development of persons under the age of 18.
    • Be likely to deceive any person.
    • Breach any legal duty owed to a third-party, such as a contractual duty or a duty of confidence.
    • Contain illegal content or promote any illegal content or activity.
    • Be in contempt of court.
    • Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
    • Be likely to harass, upset, embarrass, alarm or annoy any other person.
    • Impersonate any person or misrepresent your identity or affiliation with any person.
    • Give the impression that the Contribution emanates from 1st Formations Limited if this is not the case.
    • Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
    • Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
    • Contain any advertising or promote any services or web links to other sites unless explicitly agree in writing with us.

Section C: Breach of this policy

  • 1. When we consider that a breach of this policy has occurred, we may take such action as we deem appropriate.
  • 2. Failure to comply with this policy constitutes a material breach of our terms and conditions and may result in our taking all or any of the following actions:
    • Immediate, temporary or permanent withdrawal of your right to use our site.
    • Immediate, temporary or permanent removal of any Contribution uploaded by you to our site.
    • Issue of a warning to you.
    • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
    • Further legal action against you.
    • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
  • 3. We shall not be liable for any action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.