Stanley Davis Group Limited
Terms and Conditions for the sale
of company formation, company search, trade mark and related goods and services.
"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
"Contract" means the contract for the purchase and sale of the Goods.
"Customer" means the person, firm or company placing the Order for
"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
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
(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
(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.
(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
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
(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
(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
(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
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),
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
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
(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
(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
1. In these terms and conditions, the following words shall have the following meanings:
"The Company" means Stanley Davis Group Limited.
"Customer" means the person, company, partnership or other organisation placing an Order either on their own behalf as agent.
"Order" means an instruction to carry out a Service (as defined below).
"Property" means the property specified by address or location in the Order for the Service.
"Regulated Search Report" means a report compiled by the Company after a search of local authority or drainage and water company records.
"Report" means a search report prepared by the Company or a Supplier as part of the Service.
"Search Code" means the Search Code of Practice for Compilers and Retailers published by the Council of Property Search Organisations.
"Service" means the supply of search and indemnity services by the Company to the Customer including but not limited to Regulated Search Reports and other services from time to time and includes services ordered from a Supplier on behalf of the Customer and the dissemination of the information subsequently provided by the Supplier.
"Supplier" means any organisation or third party who provides data or information of any form to the Company for the purposes of providing the Service.
"Terms" means these terms and conditions of business.
2. The Company agrees to supply the Service to the Customer subject to these Terms and the Customer indicates their acceptance of these Terms when placing an order for the Service or when relying on the information in the Service.
3. The Company will provide the Service to the Customer on the basis that they acknowledge and agree to the following:
3.1 The information in the Service reflects that available to the Company on the date the Service is produced.
3.2 The information contained in the Service can change on a regular basis and the Company cannot be responsible to the Customer or to any person relying on the Service for any change in the information after the date on which the Service is produced and sent to the Customer or for any inaccuracies, omissions or errors on a public register.
3.5 In providing the Services the Company will comply with the Search Code and will produce Regulated Search Reports with reasonable care and skill.
Liability and Insurance
4. The Company shall not be liable for any acts or omissions of any party for whom it is not responsible.
4.1 The Company accepts liability for death or personal injury arising from our negligence.
4.2 The Company accepts liability (subject to these terms) for and has insurance in place to protect the Customer or any person relying on the Service against negligence or errors by the Company or the relevant Supplier and with regard to information to be included in the Service.
4.3 The limit under the Company's Professional Indemnity Insurance Policy is £10m and in the case of a Regulated Search Report, the limit set by the Information Accuracy Indemnity Policy is £2m. The customer acknowledges that a service from a Supplier may carry a different limit of indemnity.
4.4 Any claim relating to data or information obtained from a Supplier shall in the first instance be made against the Supplier, with such assistance from the Company as may reasonably be required, and only if such a claim cannot be made against the Supplier will the Customer make a claim against the Company and in no circumstances shall the amount of such claim exceed the indemnity limit of the Supplier
Price and Payment
5. The price payable for the Report is inclusive of VAT, unless otherwise stated.
5.1 Unless the Customer has an account with the Company for payment of the Service, the Company must receive payments for the Service in full before the Report is produced.
6. All instructions and information received by the Company shall be dealt with in strictest confidence.
7. Without prejudice to the licence for the Customer and all others relying on the Services to use and take the benefit of the Reports, the copyright and intellectual property rights in the Report shall remain the Company's property save where such copyright and intellectual property rights are vested in any Supplier or other party.
7.1 The Customer agrees to respect and not to alter any trademark, copyright notice or trading name on any Service supplied by the Company.
7.2 The Customer agrees to indemnify the Company against any costs, claims and damage suffered by the Company 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 Service supplied shall remain vested in the Company and shall not pass to the Customer until the purchase price for the Service has been paid in full and received by the Company.
9. Excellence is our charter. We take clients seriously and make every effort to recognise and meet their requirements. However there may be occasions when our services do not meet with our usual high standard or clients' expectations. If this is the case we want our clients to tell us about it so that we can address the issue immediately and take steps to prevent the same happening again. Stanley Davis Group Limited is registered with the Property Codes Compliance Board as a subscriber to the Search Code. A key commitment under the Code is that firms will handle any complaints both speedily and fairly.
If you want to make a complaint, we will:
- Acknowledge it within 5 working days of receipt.
- Normally deal with it fully and provide a final response, in writing, within 20 working days of receipt.
- Keep you informed by letter, telephone or e-mail, as you prefer, if we need more time.
- Provide a final response, in writing, at the latest within 40 working days of receipt.
- Liaise, at your request, with anyone acting formally on your behalf.
If you are not satisfied with our final response, or if we exceed the response timescales, you may refer the complaint to The Property Ombudsman scheme (TPOs): Tel: 01722 333306, Web site www.tpos.co.uk, E-mail: firstname.lastname@example.org.
We will co-operate fully with the Ombudsman during an investigation and comply with his final decision.
If your complaint is in relation to our insurance products you can refer your complaint to The
Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London, E14 9SR Tel: 0207 9641000, Fax: 020 7964 1001,
Complaints should be sent to:
York Place, Elizabeth House, 13-19, Queen Street, Leeds LS1 2TW
Tel: 0113 2245450 Fax: 0113 2245498
10. 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.
10.1 These Terms shall be governed by English law and shall be subject to the jurisdiction of the English Courts.