Stanley Davis Group Limited

Terms and Conditions for the sale of company formation, company search, trade mark and related goods and services.

1. Definitions

"The Act" means the Companies Act 2006 and any reference in these Terms of Trading to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

"The Company" means Stanley Davis Group Limited.

"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.

"Contract" means the contract for the purchase and sale of the Goods.

"Customer" means the person, firm or company placing the Order for the Goods.

"Goods" means a company (within the meaning of the Act) company publications and company documentation of all description or other goods and/or services which the Company agrees to supply.

"Order" means the order or orders which the Customer places with the Company whether orally or in writing for the goods.

2. Customer as Principal

The Customer shall be liable to the Company as a principal for all costs, charges and expenses that shall be due to the Company in respect of the Goods supplied by the Company whether or not such Customer purports to contract as an agent.

3. Basis of the Sale

(1) The quantity, quality and description of and any specification for the Goods shall be those set out in the Order.

(2) Except where otherwise specifically authorised in writing by a director of the Company prior to the Order for the Goods being placed, the Company does not engage in the business of reserving companies or names and all Goods are supplied by way of sale, not by way of reservation, approval, sale or return or otherwise.

(3) The Company will not, in any circumstances, agree to the re-acquisition of the Goods or the right to a company name or take back documents applicable to the Goods and the Customer will remain liable to pay the Company's charges in relation to the Goods in accordance with these Conditions, and in particular, without prejudice to the generality of the foregoing, the forms for signature relating to a company are supplied to the Customer, whether or not those forms are signed and returned.

(4) No order which has been accepted by the Company may be cancelled by the Customer except by written authorisation of a director of the Company and on terms that the Customer shall indemnify the Company in full for the price of the Goods and any expenses incurred by the Company as a result of the provision of Goods.

(5) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

4. Prices

(1) The Customer will pay the Company's charges for the Goods at the rates prevailing from time to time in the Company's current price list which shall be available for inspection by the Customer if so requested.

(2) All prices quoted by the Company whether orally or in writing are, unless otherwise stated, subject to the addition of Value Added Tax and other tax, or duty at the rate prevailing at the date of the invoice.

(3) The prices shown in any price list are subject to alteration by the Company without prior notice.

5. Terms of Payment

(1) The Company shall be entitled to invoice the Customer for the price of the Goods at any time after the Goods have been ordered.

(2) Account holder Customers shall pay the invoice (without any deduction) within thirty days of the date of its presentation notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Non account holder Customers shall pay the amount due at the time the Goods are ordered. Receipts for payment together with VAT invoices will be issued upon the Customer making payment.

(3) Any outstanding payment on the invoice at the expiration of thirty days is subject to interest at the rate applicable to High Court judgement debts from time to time. Failure to raise an invoice in respect of interest shall not be deemed to constitute a waiver of the Company's right to recover interest.

(4) Where the Company's invoice is not discharged within thirty days of presentation of the invoice and the Company refers the debt to its solicitors for collection, the Customer shall be liable to reimburse the Company on a full indemnity basis in respect of all legal costs and disbursements (whether or not proceedings are commenced) consequent upon such referral. The Company and its solicitors are under no obligation to dispatch a letter before action and the proceedings will normally be commenced immediately and without further notice or warning.

6. Customer's Warranties

(1) The Customer warrants the following:

(a) that any Order placed by the Customer will not cause the Company to infringe the law of any country;

(b) that the Money Laundering Regulations 2007 ("Money Laundering Regulations") have been complied with. The Money Laundering Regulations require that "satisfactory evidence of identity" is obtained to establish to your satisfaction that the person on whose behalf you are forming this company is the person he claims to be. In requesting the formation of this company you have confirmed that you have established the identity of that person and in accordance with regulation 6 will keep records for five years. "If you are forming a company on your own behalf it is necessary that we confirm your identity and the Customer confirms the willingness to provide satisfactory evidence of identity".

(c) the accuracy of all information given to the Company by the Customer;

(d) that where shares or company appointments are held by any representative of the Company (which may be the Company itself) in connection with the formation of a company for the Customer, then immediately following receipt of the necessary documents by the Customer all necessary steps will be taken to:

(i) complete the transfer of any shares held by a representative of the Company to the beneficial owner;

(ii) implement the resignations of any representative of the Company from the appointments in question and substitute the appointees of the beneficial owner of the new company;

(iii) If applicable thereafter complete the necessary statutory formalities in connection with the appointment of officers, registered office and issue of shares.

(e) Where documents are supplied by the Customer to the Company for printing that any material contained in them is free of all defamatory matter and copyright or other legal restrictions and the Customer shall fully indemnify the Company against any actions, demands, costs, charges, penalties or expenses imposed upon the Company or its employees as a result of any claim made against it or any of them in respect of the contents of such document.

(f) When a company is ordered using the Company's website an authenticated certificate of incorporation will be emailed to the Customer. This electronic image is a legal binding document and is the only original that will be provided to the Customer. Any printing of this image is a copy.

7. Company Names

(1) Where a company name is selected by the Customer for registration for whatever reason, the Company warrants only that it will make application to the Registrar of Companies for the registration of that name, and that if registration is permitted, it is permitted by the registrar on the basis of his view that it will not conflict with the name of any other company at that time of registration on the Registrar.

(2) Where a company name has been registered by the Company, the Company warrants only that it has made application to the Registrar of Companies for registration of that name, and that registration has been permitted by the Registrar on the basis of his view that at the time of registration it did not conflict with a name of any other company at the time on the Register.

(3) The Company does not warrant that the use of the company name will not conflict with the rights of currently operating businesses, and in particular the Company does not warrant that the use of the name may not give rise to actions for passing off, or for infringement of any other proprietary or legal right. The Company has not investigated and cannot investigate the possibility of the existence of conflicting rights and the Customer accepts sole responsibility for meeting all and any claims of any kind whatsoever arising out of the use of the company name, and agrees to indemnify the Company in respect of any costs, expenses or damages it suffers or for which it is held liable as a result of any such claims.

8. Warranty and Liability

(1) The Company warrants that any company supplied by it pursuant to an Order placed by a Customer (except where otherwise agreed by written authorisation of a director of the Company) is free of charges, duly incorporated and has not traded.

(2) Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

(3) Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

(4) Where any valid claim in respect of any of the Goods, which is based on any defect in the quality or condition of the Goods, or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer. Notwithstanding the foregoing except in respect of claims for death or personal injury resulting from negligence or as otherwise prohibited by law, our liability for loss or damage (direct, indirect or consequential) arising out of any single claim, event, or series of related claims or events (including claims based on negligence) shall not exceed £1,000,000.

(5) When instructions or advice are given or received orally by the Company, the Company shall have no liability to the Customer for any misunderstanding or misinterpretation which may arise in relation thereto whether on the part of the Company or the Customer.

(6) Without prejudice to the generality of the foregoing the Company is dependent upon the regular running of Companies House and other bodies and accept no responsibility for interruption to normal services arising therefrom or from any form of industrial action, whether primary or secondary or any circumstance normally comprehended within the expression "force majeure". The Company does not provide any guarantee that a company will be incorporated on a particular day unless a "same day" company has been ordered.

9. Filing of Documents

The Customer shall comply with the provisions of the Act which provide for the filing with the Registrar of Companies of certain documents within certain periods. If the Company becomes aware, for whatever reason, that the Customer or any third party has failed to provide any such documents for companies which have been supplied by the Company that are within the statutory period for filing or not, the Company may (but shall not be obliged to) file with the Registrar of Companies such documents containing such particulars as the Company may, in its absolute discretion (and without reference to the Customer), decide.

10. Company Searches

The Company cannot guarantee the accuracy of any information provided to the Customer which has been supplied to the Company by Companies House either by way of a company search by microfiche or by way of the Companies House Direct Service. No responsibility is taken by the Company for any errors or omissions in the information provided on the Company Register. The Company cannot accept responsibility for any alteration by the Registrar to the information on the Company Register subsequent to the date of the company microfiche search or the date that a search was made by way of the Companies House Direct Service. When a search has been made by way of the Companies House Direct Service then to achieve greater accuracy the information provided thereby can, at the specific request of the Customer, be cross-checked with the company microfiche.

11. Other Searches and Provision of Information by the Company

The Customer acknowledges that any information provided to it by the Company at the request of the Customer in relation to a particular trademark, service mark, property, premises, company, firm or individual will represent or be based on information provided to the Company by third parties whose accuracy the Company cannot control and may contain expressions of advice or opinion whose accuracy cannot be guaranteed and where such advice or opinion is so contained the Customer should not use such information as the sole basis for a business decision.

12. General Provisions

(1) The Customer may not assign the benefit and burden of this contract without the authorisation in writing of a director of the Company.

(2) No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

(3) These Conditions are the entire Contract between the Company and the Customer. Any conditions of contract which the Customer may purport to propose shall form no part of any contract between the Customer and the Company.

(4) Account holder will be provided with a User Name and Password. These must be kept confidential and not passed to any third parties. On becoming aware of any loss or unauthorised use the Company should be notified immediately

(5) The Company reserves the right to vary any conditions in these Terms of Trading at any time. Such variation shall take effect immediately the Customer has notice thereof.

(6) Any variation of these Conditions must be agreed by a written authorisation of a director of the Company and none of the other employees of the Company has any authority to bind the Company by any agreements at variance with these Conditions.

(7) These Conditions are made and shall be construed in accordance with the Laws of England and either the High Court at London or at the Company's election (and if the claim is within its monetary competence) the Shoreditch County Court shall be conclusively deemed to have jurisdiction.

(8) Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

(9) The headings in these Conditions are for convenience only and shall not effect their interpretation.

Terms and Conditions for the supply of property search services

Definitions

1.  In these terms and conditions, the following words shall have the following meanings:

"The Company" means Stanley Davis Group Limited.

‘Property’ means the address or location supplied by the Customer or Client in the Order for the Report.

‘Report’ means any sort of report prepared pr supplied by us in respect of the Property.

‘Order’ means any request completed by the Customer or Client requesting the Report

"Customer" means the person, firm or company placing the Order.

‘Client’ means the buyer, or a lender in respect of the Property who is the intended recipient of the Report and has an actual or potential interest in the property.

Agreement

2. The Company agrees to supply the Report to the Client subject to these terms and the Client indicates their acceptance of these terms when placing an order for the Report or when relying on the information in the Report. 

The Search Report

3. The Company will produce the Report with reasonable care and skill and it is provided to the Client on the basis that they acknowledge and agree to the following:

3.1 The information in the Report reflects that available to the Company on the date the Report was produced. 

3.2 The information contained in a Report can change on a regular basis and the Company  cannot be responsible to the Client for any change in the information after the date on which the Report was produced and sent to the Client or for any inaccuracies, omissions or errors on a public register. 

3.3 The Report is intended for the personal use of the client.

3.4 Copies of the report can be made for conveyancing purposes.

4 We shall not be liable for any acts or omissions of any party for whom we are not responsible.

4.1 We accept liability for death or personal injury arising from our negligence..

4.2 We have insurance in place to protect the Client against negligence or errors by us or the relevant data provider and with regard to information to be included in the Report.

Price and Payment

5. The price payable for the Report is inclusive of VAT, unless otherwise stated. 

5.1 Unless the Client has an account with us for payment of the Reports, the Company must receive payments for Reports in full before the Report is produced. 

Confidentiality

6 All instructions and information received by us shall be dealt with by us in strictest confidence.    

Copyright

7 The copyright and intellectual property rights in the Report shall remain our property.    

7.1 The client agrees to respect and not to alter any trademark, copyright notice or trading name which appears on the Report.

7.2 The Client agrees to indemnify us against any costs, claims and damage suffered by us as a result of any breach by them of the copyright terms in paragraphs 7 and 7.1.

Retention of Title

8. Title to any goods supplied shall remain vested in the Company and shall not pass to the Customer or Client until the purchase price for the goods has been paid in full and received by the Company.

General

9 If any term is held to be invalid or unenforceable, that provision or part of that provision shall be taken to be removed from these terms and the remaining terms will continue in full force and effect. 

9.1 These terms shall be governed by English law and shall be subject to the jurisdiction of the English Courts.