1.

DEFINITIONS AND INTERPRETATION

In this Agreement the following terms shall have the following meanings:

Content

Means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;

Service

Means collectively any online facilities, tools, services or information that 1st Choice Business Solutions Ltd makes available through the Website either now or in the future;

System

Means any online communications infrastructure that 1st Choice Business Solutions Ltd makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;

User/Users

Means any third party that accesses the Website and is not employed by 1st Choice Business Solutions Ltd and acting in the course of their employment;

Web Site

Means the website that you are currently using (https://www.1stchoice-formations.co.uk) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

Consumer

Means an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013

MLR

Refers to the Money Laundering Regulations 2007

You or Your

Refers to you as a user of the Website or Service

2.

PLACING AN ORDER

When you place an order for any Service using this Website, you make an offer to purchase the requested Service in accordance with these Terms. This request is subject to acceptance by us and we reserve the right to decline or refuse any such requests in our sole discretion without providing a reason. It is your responsibility to ensure that your requested Service is suitable for your needs and you must read and understand all information about the applicable Service before making an order. If in doubt, you should seek professional advice before placing an order which is your sole responsibility. We do not provide professional advice (including legal and accounting) however to understand our Terms and the Service we provide you should contact us before placing any order.

3

PRICES AND PAYMENT

3.1

Our Website shows our prices excluding VAT.

3.2

The total purchase price, including VAT chargeable at the applicable rate, will be displayed in your shopping cart prior to confirming the order.

3.3

We reserve the right to update the prices on our Website and to change, or withdraw any Service we offer and to change our Terms, 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.

3.4

If you fail to make any payment due you will be advised in writing. If the payment remains outstanding more than 1 calendar month after you have been advised in writing, we reserve the right to charge an administration fee of £12.50 +vat together with any reasonable debt collection charges we may incur.

4.

ONLINE COMPANY FORMATION & READY MADE COMPANIES

4.1

We provide an Online Company Formation Service for different types of companies. For more information on what will be provided pursuant to your accepted order, please refer to the applicable company formation pack which may be viewed on this Website. As indicated above, we do not provide legal or accounting advice and it is your responsibility to ensure that you order the Service which suits your needs.

4.2

Similar to all on-line formation agents, we do our best to have company formation completed within 3 hours of your confirmed order. Same day formation requests must be submitted to us by 2.15pm. However, all company formation is conducted by and subject to Companies House’s systems. Delay may arise due to their systems as well as other circumstances beyond our control including the provision of incorrect information to us upon placing the order. In the event of delay, we accept no liability for any company formed in excess of 3 hours.

4.3

Copies of certificates of incorporation and share certificates shall be sent to you by email. Should you request additional copies to be sent by post, we cannot guarantee such documents will arrive to you within a specified period especially since this is subject to Royal Mail delivery times. Certificates shall not be sent by post to non-UK destinations.

Name Protection Service

4.4

We offer a Name Protection Service as described on the Website for a renewable yearly fee of £40+VAT. This is a service whereby the company will be in formed in our name and held to your order. There will be a fee of £5+VAT to change shareholder/ownership. Should you fail to renew this service by paying the renewable yearly fee when due, we reserve the right to take entire control of the company and its affairs.

Ready-Made Companies

4.5

If you wish to purchase a ready-made company, we guarantee that the company has not traded or incurred any liabilities.

Vat Registration

4.6

We also offer a VAT Registration Service, which is non-refundable once the application is made to HMRC. We cannot guarantee that HMRC will accept the application and accept no liability in this event.

5.

CASH BACK FOR OPENING BANK ACCOUNTS

5.1

We offer cash back to clients who open bank accounts or merchant accounts with certain providers, namely Barclays Bank Plc, World Pay (UK) Limited, CardOneBanking (“Eligible Providers”), and others from time to time.

5.2

You can claim your cashback from our 'contact us' page. You must make your cash back claim using that link. To be eligible your claim must be made within 90 days of the date your account is deemed open by the bank.

5.3

We only pay cash back once we receive our commission from the Eligible Provider and within 1 month of the date we receive it. Please note the following in particular relating to Barclays Bank plc (“Barclays”):

i. Barclays notifies us on the 25th of the month following the month in which the account is opened and pay us our commission month after the date they notify us

ii. They will not pay our commission if the account is opened more than 90 days after the date the company is formed. Barclays may only deem an account to be opened when you start trading.

iii. Barclays will not pay commission if there is a pre-existing business banking relationship with that customer.

5.4

We cannot guarantee that a bank or merchant account will be opened in any circumstances and accept no liability in the event the bank or merchant account provider refuses or fails to open a bank account. A bank or merchant account may not be opened in the sole discretion of the bank or merchant account provider for any of the following reasons which is not an exhaustive list:

a

You have a pre-existing business bank arrangement and are not a new customer

b

You have a poor credit rating

c

Your business model is not accepted

d

Your company name is not accepted, for example if it is too similar to that of another customer

e

You fail to attend a requisite meeting or an appointment is not made by you or otherwise.

5.5

It may take up to 8 weeks for commissions to be paid to us after the opening of an account. As a result, there may be a delay with respect cash back payments.

6

BARCLAYS BUSINESS BANK ACCOUNT APPLICATION

6.1

The Business Bank Account service is provided by Barclays Bank Plc, and subject to their terms and conditions.

6.2

Where you request a bank account through The Business Bank Account service you confirm that you agree to be contacted directly by Barclays Bank Plc, for the purposes of fulfilling the bank account request.

6.3

Where you request a bank account through The Business Bank Account service on behalf of a third party for whom you are making a company formation application, you confirm that the third party, the primary contact listed on the company formation application, has agreed to be contacted directly by Barclays Bank Plc, for the purposes of fulfilling the bank account request.

6.4

More information on the Business Bank Account service and terms and conditions related to claiming any associated cash back can be found at https://www.1stchoice-formations.co.uk/bank

6.5

Once you have completed your incorporation, 1stchoice Business Solutions Ltd will automatically forward your contact details to Barclays Bank Plc.

6.6

Within 48 hours of receiving your details, your own dedicated Barclays Business Manager will call you to arrange a suitable time to meet up and open your account. Your Business Manager will be located at a branch that’s convenient to your business correspondence address. In the event that you are not contacted by Barclays within 48 hours, please let us know and we will contact Barclays on your behalf.

6.7

1stchoice Business Solutions Ltd and Barclays Bank Plc, work very closely to make this process as fast and integrated as possible, in order to ensure you receive a first class service.

6.8

Throughout the process, 1stchoice Business Solutions Ltd will be kept up to date with your bank account progress, so if you have any questions, please do not hesitate to contact us – our telephone no 02032395591.

7

REGISTRERED OFFICE SERVICE

7.1

We offer a Registered Office Service whereby we provide a registered office address and receive official post for clients. Official post is defined as letters from HMRC, Companies House and the Courts of England and Wales.

7.2

If you are based in the UK, you can elect to have your post (a) opened, scanned, and electronically uploaded to a platform whereby you can retrieve your scanned post or (b) re-posted to you to your chosen UK address.

7.3

If you are not based in the UK, you can have your post opened, scanned, and electronically uploaded to a platform whereby you can retrieve your scanned post. We charge an annual fee of £35+VAT for this service. We do not re-post mail to non-UK addresses.

7.4

You agree to keep your contact details (including addresses, mobile numbers and email address) updated at all times.

7.5

We accept no responsibility or liability for any loss they may incur due to non-delivery of post.

7.6

We are obliged to check the identification (“ID”) of our clients in compliance with the Money Laundering Regulations 2007 and we offer out Registered Office Service subject to you complying with this requirement. Fees paid for our Registered Office Service are not refundable in the event you are unable to provide satisfactory ID.

7.7

No refunds are provided if you change your registered office address during the course of the year.

7.8

We reserve the right in our sole discretion to terminate the Registered Office Service (with a refund if we do, for the unexpired term) in event of abuse of the service: for example by using it as a return address for faulty goods or returns.

8.

SCANNED TRADE POST SERVICE

8.1

Our Scanned Trade Post Service is offered as an upgrade of our Registered Office Service of a quarterly fee of £10+vat.

8.2.

With our Scanned Trade Post Service you can elect to have your post (a) opened, scanned, and electronically uploaded to a platform whereby you can retrieve your scanned post or (b) re-posted to you to your chosen UK address in which case there is a handling fee per item of £2.50+vat plus postal charge. Original post that cannot be scanned (such as cheque books, bank cards) can be reposted to you. If required, original post can be sent “signed for” to you on receipt by us in which case there is a handling fee per item of £2.00+vat plus postal charge. All original mail is kept by us for a period of 4 weeks after which time such mail shall be securely destroyed. If you wish to collect your original post you must do so within this 4 week period. We will not accept any parcels or packages and any deliveries of such will be refused/rejected.

8.3.

We reserve the right in our sole discretion to terminate the Scanned Trade Post Service (with a refund if we do, for the unexpired term) in event of abuse of the service: for example by using it as a return address for faulty goods or returns.

9.

CONFIDENTIAL TRADE POST SERVICE

9.1.

Our Confidential Trade Post Service is offered as a further upgrade of our Registered Office Service of a quarterly fee of £18+vat plus 17p per item handling fee and post. An initial deposit balance of £20 is required to cover the postage and handling fees. This balance must be topped up by you when it drops to less than £5. Any unused balance shall be returned to you upon expiration of the Service subject to any incurred fees.

9.2.

With our Confidential Trade Post Service, all post shall be reposted to you to your chosen UK address. This service is not available to non-UK based clients who do not have a UK address to receive their post.

9.3.

We reserve the right in our sole discretion to terminate the Confidential Trade Post Service (with a refund if we do, for the unexpired term) in event of abuse of the service: for example by using it as a return address for faulty goods or returns.

10

RENEWALS OF VIRTUAL MAIL SERVICES

If payment for renewal of the Registered Office, Confidential Trade Post or Scanned Trade Post Service has not been received on or before the end of the applicable year or quarter of the date on which the previous payment was received you will be deemed irrevocably to have authorised us (and to have irrevocably consented to our so doing) to terminate, with immediate effect, the registered office of the company.

11

DOMAIN NAME SERVICES

11.1

We provide domain names services for fees as described on the Website. Domain names are registered on a first come, first served basis and we cannot guarantee that the domain name you request is available and accept no liability in this event.

11.2

You must have the right to use the name which will form the prefix of the domain name. By requesting registration of your selected domain name you warrant to us that you have that right.

11.3

By requesting registration of any domain name you agree to indemnify and to keep us and our directors, fully and effectively indemnified at all times against all costs, claims, liabilities, losses, damages, actions and expenses (including without limitation, legal expenses) arising directly or indirectly from the registration and/or any breach by you of any of these Terms.

11.4

Domain names may be subject to additional terms and conditions as laid down by the respective governing bodies and oversight by third parties such as Internet Corporation of Assigned Names and Numbers ("ICANN"). We reserve the right to modify our services to comply with such third party obligations and you acknowledge and agree that our domain name services are provided subject to same.

11.5

Domain registration is for a specified time period which may be 1 to 10 years. Before this registration period has elapsed, it may be renewed upon timely payment of the renewal fee. It is your responsibility to apply for such renewal and provide accurate and updated contact details for this purpose. All fees paid are non-refundable, even if your domain name registration is suspended, cancelled or transferred prior to the end of your then current registration term.

12.

CANCELLATION & REFUNDS

Where you are a consumer, you have the right to cancel and contract for any Service, at any time before 14 days from the day after the contract was made. This means from the day we accept your offer for our Service and your order has been confirmed. Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have this cancellation right if you are an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession. You have the right to cancel our contract within 14 days without giving any reason and to exercise this right you must notify us that you wish to do so within this period as described above by emailing us at [email protected] If, however, we have started to perform our side of the contract before you exercise your right to cancel, then the right to cancel is lost.

Notwithstanding the above, should you place an order for the purchase of your company and change your mind before submission to Companies House we will refund all monies paid to us except for an administration charge of £10.00+Vat. The charge covers, administration time incidental expenses and our merchant charges Refunds cannot be given once the application has been submitted to companies House. All other requested Service will be refunded (subject to the £10.00+Vat administration charge) provided we are notified within two weeks of your confirmed order.

Should you request but subsequently cancel our VAT Registration Service after we have started to prepare your application but before we file the requisite VAT application, a £10 administration fee shall be payable.

No refunds are available in respect of parts of a service package, meaning partial refunds are not available for any requested Service.

13

INTELLECTUAL PROPERTY RIGHTS

All logos and all other trademarks, service marks, graphics and logos used in connection with the Website and Service are trademarks or registered trademarks of 1st Choice Business Solutions Ltd or its subsidiaries or its licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission or the applicable trademark holder. All database rights and other intellectual property rights of any nature in the Website and the Service are protected by copyright, trademark, patent, trade secret, international treaties, laws and/or other proprietary rights.

14

INDEMNITY

By accessing the Website or Service, you agree to indemnify and hold us harmless from all claims, actions, damages, costs and expenses including legal fees arising from or in connection with your use of the Site or Services as applicable.

15.

DISCLAIMER & LIABILITY

No Content, including information contained in the Website or Service constitutes any endorsement or recommendation by us of the product, service or Professional Service Provider. You acknowledge and agree that we have no special relationship with you and that we have no control over, and no duty to take any action regarding: which users gain access to the Website or Service. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. THEY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT GUARANTEES OR ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND TERMS AS TO SKILL AND CARE OR TIMELINESS OF PERFORMANCE. WE DO NOT WARRANT OR REPRESENT THAT THE WEBSITE OR SERVICE WILL BE PROVIDED UNINTERRUPTED, WILL BE RELIABLE OR WILL BE ERROR FREE. THE WEBSITE AND SERVICE CONTAINS USER GENERATED CONTENT ANY MAY CONTAIN INFORMATION WITH ERRORS AND INACCURACIES. YOU EXPRESSLY AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA , ANITICIPATED SAVINGS, BUSINESS, CONTRACTS, LOSS OF REVENUE OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE OR THE SERVICE.

16

PREVIOUS TERMS AND CONDITIONS

In the event of any conflict between these Terms and any prior versions thereof, the provisions of these Terms shall prevail unless it is expressly stated otherwise.

17

Notices

All notices / communications shall be given to us either by post to our address or by email to [email protected]. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

18.

GOVERNING LAW

These Terms and the relationship between you and us shall be governed by and construed in accordance with the laws of England and you agree to submit to the exclusive jurisdiction of the Courts of England. These Terms apply to all usage of our Website and Service on or after 23rd July 2014.