General Terms and Conditions

Please read the following General Terms and conditions very carefully as they affect your use of the Website and your rights.

1. Your use of the Website

1. Your use of the Website is subject to these General terms and Conditions together with any more specific terms we may draw your attention to before you purchase any products from the Website.

2. Definitions

The following definitions apply

2. "Consumer" shall have the meaning ascribed in section 12 of the Unfair contract Terms Act 1977.
3. "General Terms and Conditions" means these terms and conditions
4. "Specific Terms and Conditions" means the Specific terms and conditions tailored to cover any product or service that you may purchase through the Website, and which take priority over these General Terms and Conditions to the extent of any conflict between them.
5.  "Web site" "Website" or "Site" means the website you are browsing when you clicked on a link to these General Terms and Conditions, including all subsidiary pages.
6.  "we" or "us" or "ourselves" refers to the organisation whose name is identified to you on the Website. Please note that because these General Terms and Conditions apply to more than one Web Site, references to "We" or "Us" in there General Terms and Conditions means the company, partnership, or other organisation that is identified on the home page of the Web Site you were browsing when you were referred to these General Terms and Conditions.
7. "Within 24 hours" or a "24 hour service" means the service will be delivered no more than 1 working day after purchase and submission of all required information. If purchased on a Friday or the day before a UK public holiday, the service will be delivered on the next available working day, subject to Companies House or HMRC workload and working hours.

3. Information Contained on the Web site

1. While we take all reasonable care to ensure that the information contained on the Website is accurate and up to date, we make no representations, warranties or undertakings about any of the information content or materials provided on the Website (including, without limitation, any as to quality, accuracy, completeness or reliability).
2. All material on the Website is provided for information purposes only and does not constitute legal, accounting or other professional advice, and it must therefore not be relied upon as such. You should arrange your own advice from a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from the Web Site.

4.  Updates and Changes

1. The Website is being updated and improved on an ongoing basis. We reserve the right to change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that we shall not be liable to you for any such change or removal; and
2. Changes to these General Terms and Conditions or to the Specific Terms and Conditions may be made at any time and your use of the Website, or the purchase of products or services, are subject to any such changes. You agree to check to see if any changes have been made to the General or the relevant Specific terms each time you visit the Website or purchase products or services from it.

5. Exclusion of liability to you from the use of the Web Site

1. The Website is provided on an "AS IS" and "AS AVAILABLE" basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
2. Any and all liability to you that may arise from your access to and use of the Web Site, whether due to negligence, breach of duty or otherwise, is excluded to the maximum extent permitted by law.
3. No warranty is given that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Web Site or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
4. We are not responsible for the content of other Websites that link to the Website, nor are we responsible for the content of any Website to which links are provided from the Website. Links to other sites are provided purely for your convenience and do not imply that we approve of those sites.
5. Nothing in these General Terms and Conditions shall be construed so as to exclude or limit the liability of ourselves for death or personal injury as a result of our negligence or that of its employees or agents.

6. Copyright and trademarks (Intellectual Property)

1. The copyright in all materials on the Website, including their design, layout, text, graphics, photographs and the source code and software belong to their respective owners. Trade marks (whether registered or not) company names and the like are the property of their respective owners.
2. You are licensed to view and temporarily store Website pages and their content in your browser’s temporary cache, and also to print out for reference a single copy for non-commercial purposes and off-line review. You may not sell or re-sell anything available from the Website, save to the extent expressly permitted pursuant to any product or service purchased by you from the Web Site where such permission is either expressly given or is a necessary attribute of the product or service concerned.

7. Force Majeure –supply of goods or services ordered through the Website

1. In connection with the supply of any goods or services ordered by you through the Website, we shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire or failure of any communications, telecommunications or computer system, and we shall be entitled to a reasonable extension of our obligations to you (to the extent we owe any such obligations) should a force Majeure event occur.
2. If a Force Majeure event to which this clause applies shall occur, we agree to notify you as soon as practicable. If the Force Majeure event continues for more than 14 days, either party shall have the right to cancel the agreement and where services have been paid for in advance but have not been rendered, you will be entitled to a refund from the date of cancellation for all such services.

8. Username and password

1. The website may provide the facility to register in order to gain enhanced access privileges or in order to purchase products or services. If you register, it is your responsibility to maintain the confidentiality of your password. On no account should you disclose your password to anyone else. You agree to indemnify and hold us harmless for any loss or damage we may incur resulting from breach of this clause.

9. Data Protection

1. We take our obligations of confidentiality and the protection of your personal data very seriously. We will not, therefore, sell or make you data available to any third party without your prior consent. You may amend any information provided to us as part of registration on the Website at any time.

10. Cookies

1. Cookies are small data files that are stored locally on your computer and which enable us to tailor your experience in using the Website. Accounts and password information may be stored in cookies. The Website uses cookies, and you are deemed to consent to the use of cookies by using the Website. You can turn off the use of cookies in your Web browser. Please consult the help files for your browser for more information.

11.  Terminating the use of the Website

1. We may withdraw or suspend your right to access or use the Website at any time, without prior notice and without providing any reason.

12.  Waiver

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

13.  General

1. If any provision of these General terms and Conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions shall not be affected
2. In the event of there being any conflict between these General Terms and Conditions and the Specific Terms and Conditions that apply specifically to the purchase of certain goods or services through the Website, the Specific terms and Conditions shall prevail.
3. No person who is not a direct a party to any agreement covered by these General Terms and conditions shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
4. Our website provide access to our approved cloud-based incorporation, secretarial and tax softwares. In accordance to the Consumer Contracts Regulations - which came into force on 13 June 2014 and implemented the Consumer Rights Directive, if you want to use our service within the 14 day cancellation period you must agree to waive your cancellation rights in relation to the sell of digital service. Your consent will be required at the time of placing your order and to start using our service you will need to tick the box  “I accept the general terms and conditions our the website and the immediate commencement of delivery of the service and waive your right of withdrawal” on the website payment page.
5. Online Filings Limited is eligible for referral fees from certain partners where lead information generates new business for those partners. Under no obligation shall we reveal the commissions paid by those partners when they occur.

14.  Notices

1. This clause applies where these General Terms and Conditions or the Specific Terms and Conditions provide expressly or by implication for the service of notices.
2. B. any notice required to be given under our Agreement with you or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in the English language.
3. Any such notice shall be addressed to the usual business address of the other party and may be:

1. personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 08.00 hours on the next Business Day; or
2. if within the United Kingdom, sent by first class pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of posting; or
3. if from or to any place outside the United Kingdom, sent by pre-paid airmail, or by air courier in which case it shall be deemed to have been given seven Business Days after the date of posting in the case of airmail or two Business Days after delivery to the courier, in the case of air courier;
4. sent by facsimile, in which case it shall be deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report provided that any notice despatched by facsimile after 17.00 hours on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 08.00 on the next Business Day; or
5. sent by electronic mail, in which case, it shall be deemed to be given when received but subject to the same provisions regarding receipt after 17.00 hours as apply to notices sent by Facsimile.

15.  Governing law and Jurisdiction

1. Your use of the Website and the purchase of any products or services from it are governed in accordance with the laws of England and Wales.
2. The English courts shall have exclusive jurisdiction over any dispute or difference whatsoever arising out of or in connection with your use of the web site or the purchase of any products or services from it.

Specific Terms and Conditions – Limited Company Incorporation Service

These Specific Terms and Conditions are applicable to transactions made through the onlinefilings.co.uk website and subsidiary pages

1. Definition

1. Online Filings ", "we", "us" or "ourselves" , “www.onlinefilings.co.uk” means Online Filings Limited (10680023) whose registered office is at Suite G04, 1 Quality Court, Chancery Lane, London, WC2A 1HR.
2. “You”, “customer”, means the customer who has placed an order for one of our service or product.

2.  Ordering

1. All orders that you place through this Website are deemed to be an offer by you to purchase the products or services that we supply subject to these Terms and are subject to acceptance of the order by ourselves. We may chose not to accept any order without providing a reason.
2. You are presented with a range of choices during the ordering process. It is your responsibility to ensure that you read and understand these choices before you proceed with any purchase. Please contact us during usual UK office hours if you are unsure about anything before you proceed with a purchase (please note that while we endeavour to respond to enquiries promptly, we cannot guarantee to do so. It remains your responsibility to take advice about the product you intend to order before the order is placed.

3. What you receive

1. Online Filings Limited is a specialist online company formation agent and we provide access to a cloud-based electronic filing software approved by Companies House to incorporate limited companies as well as file and update existing company details on Companies House official register.
2. Provided you have complied with the formalities necessary to incorporate a  limited company through our software, the Registrar of Companies will generally complete the incorporation within approximately 3 to 6 hours during normal operating times. However, this is subject to Companies House workload and we have no control over this process, which may take longer.
3. You will also receive the documentation that we describe on each package (https://www.onlinefilings.co.uk/company/creation/ltd/product)
4. In addition to the formation of the company and company documents described above, you may optionally order additional products depending upon the package you chose. This includes but is not limited to VAT, registration, PAYE registration, business bank account opening, registered office service, business telephone number.
5. By signing up for our registered office and/or service address you are automatically opting-in to our digital mailroom system. This means government mail received at our address will be securely opened, scanned and then emailed to you as well as being made available on your online personal customer dashboard account. Original copies will be securely held for 7 days during which time you can request them to be forwarded. After this time, all unclaimed originals will then be securely destroyed.

4. Customer obligations

1. Customers must provide their information within 30 days from the day of placing the order. Failure to provide your information will trigger the automatic closure of your account.

5. Services not included in product purchased by you from us online

1. Our products do not include any of the following in respect of any of the packages we offer for sale online: Accountancy advisory services, tax advice, auditing of your books or other services not expressly mentioned. Please note that packages that include maintenance of the statutory books of the company do not include any of these services. You will need to arrange these separately. Any advice on the suitability or adequacy of any company you may purchase from us for your intended purposes.
2.  You are strongly advised to seek independent advice before you purchase a company from us. We assume that you have done so. If you have not yet taken such advice, please do not proceed with any purchase until you have done so.
3. The purchase of any address service, including but not limited to our Registered Office Address, Service Address and/or Mail Forwarding Address does not entitle the customer to list the address as a physical location on Google Maps, Google My Business or any other similar tool used for advertising a physical location.

6. Price of goods and Services

1. The price for any goods or services that you purchase from us is as set out under the option you select and unless otherwise stated, all prices exclude VAT at the prevailing rate.
2. The total purchase price, including VAT, if any, will be displayed in your shopping cart prior to confirming the order.
3. We reserve the right periodically to update the prices on the Website and to add to, amend, or withdraw the products and services that we offer, without prior notice. Every effort is made to ensure that the prices are correct, but in the event of serious error, any transaction shall be voidable by us and you would then be entitled to a full refund.
4. We shall not be liable to anyone for withdrawing or amending any of the products we sell, or for refusing or failing to process an order.

7. Renewals of Registered Office and Service Address\

1. Address Services (Registered Office and Service Address) automatically renew every month on the anniversary of the purchase date. Payment is due unless the service is cancelled at least 24 hours before the renewal date.
2. Address services can be cancelled by sending a formal request to cancel to support@onlinefilings.co.uk . The Registered Office and/or Service Address will need to be updated at Companies House before the service can be cancelled.
3. Non payment for renewal and failure to cancel the service within 28 days of the renewal date will incur a £49 admin fee. Non payment for renewal and failure to cancel means you will be deemed to have authorised us to change the Registered Office Address of the Company and/or the Director’s Service Address with immediate effect to your home address or to any other address previously provided to us.

8.  Proof of Identity

1. Customers who purchase our Address Services (Registered Office, Service Address and Mail Forwarding) must provide valid proof of address and valid ID in accordance with Money Laundering Regulations and The London Local Authorities Act. Provision of Address Services are subject to receipt of this information. Failure to provide satisfactory proof of address and valid ID will result in termination of the service and we will apply to remove our address as your registered office address through Companies House (using the RP07 form). We reserve the right to levy an admin fee of £49.99 +VAT for our time in chasing ID and terminating the service.

9.  Incorporation of General Terms and Conditions

1. These Specific Terms and Conditions must be read together with the General Terms and Conditions above. The General Terms and conditions apply to any agreement between us and to your use of the Website generally, including for the avoidance of doubt, Clause 1.16, the jurisdiction and governing law clause.

10. Refund Policy

1. We apply the rules related to the sale of digital services set up by the UK government (GOV.UK Digital product sale). By placing an order on the website, you confirm on the payment page to consent to waive your 14 days right to cancel in relation to the sale of digital service to start the service immediately. Once a customer has started to use one of Online Filings' cloud-based softwares and request to stop the service in the middle, a penalty fee of 50% of the total price of the package purchased but of no less than £10 will be assessed to cover merchant charges and other incidental expenses including processing the refund (the “Administration Charge”). Refunds cannot be issued once an application has been submitted or accepted.
2. No refunds are available in respect of parts of a package. Any service included in a package for which you opt out will be lost and non-refundable. Refunds must be requested in writing by sending an email to support@onlinefilings.co.uk

11.  Cash Back

1. Cashback are used as incentive to buy a new product or service provided by us or one of our partner. When advertised in relation to a partner offer, cashback is payable by Online Filings, not any of our partners.
2. Once a partner confirm to you that you have enrolled in the service for a minimum of 3 months, you then need to complete our cashback form and we will then transfer the cash back to you.

12.  Secure Payment Vault

1. When purchasing a company formation package from us a Stripe Connect Vault may be created to simplify the purchase process for future payments, subscription and service.
   This means that as a customer, you will no longer need to enter your card details every time you need to purchase an additional service on our website when you are logged into your secured personal customer dashboard. Once you click on “subscribe”, “pay”, “start the service” , for a paid additional service, you will automatically be charged according to the terms and conditions of the website.
2. We do not store your card details; only our secure payment provider, Stripe Connect, would hold this information. We store a unique token which we would use to communicate with Stripe during the simplified purchase process.
3.  You can delete this token from your account at any time by sending a request to support@onlinefilings.co.uk This will delete it from our servers and remove any details that Stripe Connect holds.

Specific Terms and Conditions – Company Secretarial Service

These Specific Terms and Conditions are applicable to transactions made through the onlinefilings.co.uk website and subsidiary pages

1.  Definitions

1. Online Filings ", "we", "us" or "ourselves" , “www.onlinefilings.co.uk” means Online Filings Limited (10680023) whose registered office is at Suite G04, 1 Quality Court, Chancery Lane, London, WC2A 1HR.
2. “You”, “customer”, means the customer who has placed an order for one of our service or product.
3. Secretarial services includes all products listed below and associated options:

1. Preparation and filings of confirmation statement
2. Company name change service
3. Company officers change service
4. Company shareholder change service
5. Activity (SIC code) change service
6. PSC change service
7. SAIL address service
8. Registered office address change service

2. Ordering

1. All orders that you place through this Website are deemed to be an offer by you to purchase the products or services that we supply subject to these Terms and are subject to acceptance of the order by ourselves. We may chose not to accept any order without providing a reason.
2. You are presented with a range of choices during the ordering process. It is your responsibility to ensure that you read and understand these choices before you proceed with any purchase. Please contact us during usual UK office hours if you are unsure about anything before you proceed with a purchase (please note that while we endeavour to respond to enquiries promptly, we cannot guarantee to do so. It remains your responsibility to take advice about the product you intend to order before the order is placed.

3. What you receive

1. Online Filings Limited are specialist online companies secretarial agents and we provide access to a cloud based electronic secretarial software approved by Companies House.
2. Provided you have complied with the formalities necessary to change the details of a  limited company from us the Registrar of Companies will generally complete the application within approximately 3 to 6 hours during normal operating times. However, this is subject to Companies House workload and we have no control over this process, which may take longer.
3. You will also receive the documentation that we describe on each package (https://www.onlinefilings.co.uk/company/management/change/product)
4. In addition to the secretarial services, you may optionally order additional products depending upon the package you chose. This includes but is not limited to VAT, registration, PAYE registration, business bank account opening, registered office service, business telephone number.
5. By signing up for our registered office and/or service address you are automatically opting-in to our digital mailroom system. This means government mail received at our address will be securely opened, scanned and then emailed to you as well as being made available on your online personal customer dashboard account. Original copies will be securely held for 7 days during which time you can request them to be forwarded. After this time, all unclaimed originals will then be securely destroyed.

4. Customer obligations

1. Customers must provide their information within 30 days from the day of placing the order. Failure to provide your information will trigger the automatic closure of your account.

5. Price of goods and Services

1. The price for any goods or services that you purchase from us is as set out under the option you select and unless otherwise stated, all prices exclude VAT at the prevailing rate.
2. The total purchase price, including VAT, if any, will be displayed in your shopping cart prior to confirming the order.
3. We reserve the right periodically to update the prices on the Website and to add to, amend, or withdraw the products and services that we offer, without prior notice. Every effort is made to ensure that the prices are correct, but in the event of serious error, any transaction shall be voidable by us and you would then be entitled to a full refund.
4. We shall not be liable to anyone for withdrawing or amending any of the products we sell, or for refusing or failing to process an order.

6. Services not included in product purchased by you from us online

1. Our products do not include any of the following in respect of any of the packages we offer for sale online: Accountancy advisory services, tax advice, auditing of your books or other services not expressly mentioned. Please note that packages that include maintenance of the statutory books of the company do not include any of these services. You will need to arrange these separately. Any advice on the suitability or adequacy of any company you may purchase from us for your intended purposes.
2.  You are strongly advised to seek independent advice before you purchase a company from us. We assume that you have done so. If you have not yet taken such advice, please do not proceed with any purchase until you have done so.
3. The purchase of any address service, including but not limited to our Registered Office Address, Service Address and/or Mail Forwarding Address does not entitle the customer to list the address as a physical location on Google Maps, Google My Business or any other similar tool used for advertising a physical location.

7. Price of goods and Services

1. The price for any goods or services that you purchase from us is as set out under the option you select and unless otherwise stated, all prices exclude VAT at the prevailing rate.
2. The total purchase price, including VAT, if any, will be displayed in your shopping cart prior to confirming the order.
3. We reserve the right periodically to update the prices on the Website and to add to, amend, or withdraw the products and services that we offer, without prior notice. Every effort is made to ensure that the prices are correct, but in the event of serious error, any transaction shall be voidable by us and you would then be entitled to a full refund.
4. We shall not be liable to anyone for withdrawing or amending any of the products we sell, or for refusing or failing to process an order.

8. Authentication code

1. A valid authentication code is required to perform your secretarial service. The authentication code is a 6 digit alphanumeric code issued by Companies House to each company. The code is used to authorise information filed online and is the equivalent of a company officer’s signature.
2. Should you not have an authentication, as part of our service, we can request Companies House to send a new code at your registered office address.
3. Failure to provide an authentication code within 30 days will lead to the closure of your order

9. Incorporation of General Terms and Conditions

1. These Specific Terms and Conditions must be read together with the General Terms and Conditions above. The General Terms and conditions apply to any agreement between us and to your use of the Website generally, including for the avoidance of doubt, Clause 1.16, the jurisdiction and governing law clause.

10. Refund Policy

1. We apply the rules related to the sale of digital services set up by the UK government (GOV.UK Digital product sale). By placing an order on the website, you confirm on the payment page to consent to waive your 14 days right to cancel in relation to the sale of digital service to start the service immediately. Once a customer has started to use one of Online Filings' cloud-based softwares and request to stop the service in the middle, a penalty fee of 50% of the total price of the package purchased but of no less than £10 will be assessed to cover merchant charges and other incidental expenses including processing the refund (the “Administration Charge”). Refunds cannot be issued once an application has been submitted or accepted.
2. No refunds are available in respect of parts of a package. Any service included in a package for which you opt out will be lost and non-refundable. Refunds must be requested in writing by sending an email to support@onlinefilings.co.uk

11.  Cash Back

1. Cashback are used as incentive to buy a new product or service provided by us or one of our partner. When advertised in relation to a partner offer, cashback is payable by Online Filings, not any of our partners.
2. Once a partner confirm to you that you have enrolled in the service for a minimum of 3 months, you then need to complete our cashback form and we will then transfer the cash back to you.

12.  Secure Payment Vault

1. When purchasing a company formation package from us a Stripe Connect Vault may be created to simplify the purchase process for future payments.
2. We do not store your card details; only our secure payment provider, Stripe Connect, would hold this information. We store a unique token which we would use to communicate with Stripe during the simplified purchase process.
3.  You can delete this token from your account at any time by sending a request to support@onlinefilings.co.uk This will delete it from our servers and remove any details that Stripe Connect holds.

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