Terms and conditions for company formations
[Example Company] Limited
1. Definitions
‘our’, ‘we’ and ‘us’ means Zempler Bank and, where applicable, its officers, employees and authorised agents;
‘our site’ means our website or websites;
‘you’ and ‘your’ include any business with which you are associated and on behalf of which you use our site;
‘the Anti Money Laundering Legislation’ means the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2017 and any regulations or other statutory provisions replacing modifying or amending them from time to time;
‘Services’ means the company formation service and other ancillary services offered on our site; and
‘terms and conditions’ includes these terms and conditions of business, our Privacy Policy, our Cookie Policy and all other instructions, offers and promotions posted on our site.
2. Terms and Conditions
2.1 When applying for the Services you agree to comply with the on-line application procedure as prompted on our site.
2.2 When applying for Services for the first time and should your application for the Services and bank account be successful, we will give you an individual user bank account number for your newly formed company (“user account”), on the basis that you must use this account should your application for Services from us be successful.
2.3 These terms and conditions shall apply to all contracts for Services you make with us. Each time you use our Services you are offering to contract with us on the basis of these terms and conditions.
2.4 We may from time to time introduce promotions or offers on our site in connection with the Services. The terms and conditions that apply to such promotions or offers will be posted on our site.
3. Your Obligations
3.1 We accept applications on the basis that the person placing the application is liable to pay us for the Services. It is your responsibility to ensure the security of your user account. You will be liable to pay for any Services you applied for on that account until we receive notice from you to the contrary.
3.2 We only provide Services on the basis that you have given us full and proper instructions and the authority to lawfully carry out those instructions.
3.3 You undertake to ensure the acceptance, accuracy and completeness of the information you provide us and accept all liability for the rejection of documents due to inaccuracies or incompleteness.
3.4 You authorise us to carry out such checks as are required of us under the Anti Money Laundering Legislation and acknowledge that at all times our provision of Services is subject to compliance with the Anti Money Laundering Legislation.
3.5 It is your responsibility to ensure that any company name or domain name you choose is available for registration and can be lawfully used by you. We accept no liability for your choice of name.
3.6 It is your responsibility to decide whether setting up a limited company is suitable for you. You may want to take independent financial, legal and tax advice for more information.
3.7 Once we have accepted an application for Services you may contact us via email at [email protected] to ask that your request be withdrawn. Subject to Clause 4.5, given the nature of the Services we provide it will be entirely at our discretion whether or not you are entitled to a refund for those Services. In the exercise of such discretion, we will consider the extent to which we have commenced work on the provision of that Service.
3.8 Should your application to register and incorporate a limited company be unsuccessful, you may elect to (a) reapply to register and incorporate a limited company, or (b) contact us via email at [email protected] and ask for a refund of any Companies House fees which have been paid by you during the application process for the purpose of company incorporation and registration. Please note that this option is limited to the first instance in which your application to register a company is unsuccessful. For the avoidance of doubt, if your second application is unsuccessful, you will not be entitled to a refund, and will be liable for a fee should you choose to reapply for the third time.
4. Our Obligations
4.1 We will exercise reasonable care in compiling our site, use reasonable efforts to make our site available to you at all times, and take the steps set out in our Privacy Policy and Security Policy to endeavour to secure any personal data or payment card information you give us.
4.2 On accepting an application for Services from you we will acknowledge our acceptance and confirm the details you have supplied us with by way of e-mail. Our acceptance of instructions is deemed to have occurred at the time of our sending the e-mail and not at the time of your receipt.
4.3 Until we receive further instruction from you, we will keep, to your credit, any application or filing fee that is returned to us on the rejection of any application or filing.
4.4 In the event of Companies House rejecting an application or submission you may re-submit the application no more than once with appropriate corrections at no extra charge.
4.5 You have the right to cancel an application for a company formation or filing of a form before the application has been submitted to Companies House or, after it has been submitted to Companies House, if Companies House rejects it for any reason and you decide not to re-submit, by sending written notice to [email protected].
5. Price and Payment
5.1 The prices payable for Services that you apply for are set out on our site. We reserve the right to vary these prices from time to time and post such changes on our site. Fees charged by Companies House are those in force from time to time as charged by Companies House.
5.2 Payment will be made by debit or credit card using the procedure set out on our site at the time of applying. The price of Services you apply for will be confirmed at the time of the request.
5.3 To ensure that your debit or credit card is not being used without your consent, we will validate name, address and other personal information supplied by you during the application process against appropriate third-party databases. In performing these checks, personal information provided by you may be disclosed to a registered credit reference agency which may keep a record of that information. We will share this data using our Legitimate Interests (6f) in complying with our regulatory obligations as our lawful basis. You can rest assured that this is done only to confirm your identity, that a credit check is not performed and that your credit rating will be unaffected.
5.4 You agree to pay the prices set out on our site for Services applied for by clicking the accept button.
6. Performance
6.1 Time is not of the essence for the performance of the Services. We will use our reasonable endeavours to meet the time estimates given on our site but these remain estimates and in particular we accept no responsibility for delay caused by third parties (including but not limited to Companies House), the need for us to comply with the Anti Money Laundering Legislation or for reasons outside our control (such as the unavailability of the world wide web or for computer systems or telecommunications failure).
6.2 We are not obliged to accept any application or to continue to perform any service. We reserve the right to reject any application or to discontinue the performance of any service without liability.
7. Exclusion and Limitations
7.1 We make no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in our site, or suitability of the Services to your individual or business needs or circumstances. The information contained in our site does not represent legal or tax advice and may contain technical inaccuracies or typographical errors and is intended to be a general indication of the Services only. Any implied terms including those as to quality, fitness for purpose, compliance with description or sample are excluded to the fullest extent permitted by law.
7.2 Except in claims relating to death or personal injury resulting from negligence or as otherwise prescribed by law our liability for any loss or damage (compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties) arising out of any single claim will be limited to the value of any fees paid or ordinarily payable to Companies House by us for Services provided to you.
7.3 You agree that this limitation is reasonable having regard to the nature of our site and in particular given that when you purchase Services through our site you will enter into a separate contract with us in each case.
7.4 Each of the provisions of this Clause 7 shall be construed as a separate, and severable, provision of these terms and conditions.
8. Variation
8.1 We reserve the right at any time without notice to revise the content of our site (including the Services offered by us) and the terms and conditions. Any changes to the terms and conditions will be posted on our site and by continuing to use our site following any such change you will signify that you agree to be bound by the revised terms and conditions.
9. Termination of Access
9.1 We reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide the Service to any user that is in breach of the terms and conditions, any applicable laws or rights of third parties.
10. Links to Other Sites
10.1 Certain links, including hypertext links, in our site may take you outside our site. Links are provided for your convenience and inclusion of any link does not imply endorsement or approval by us of the linked site, its operator or its content. We are not responsible for the content of any website outside our site.
11. Force Majeure
11.1 We shall not be liable to you for any breach of the terms and conditions or any failure to provide or delay in providing the Services through our site resulting from any event or circumstance beyond our reasonable control including without limitation breakdown of systems, software or network access, fire, explosion, accident, war, strikes, epidemic, government action or acts of terrorism.
12. Privacy
12.1 You agree that, in order to provide the Services we may collect, store, and use information about you in accordance with our Privacy Policy which can be found at https://www.zemplerbank.com/policies/. You acknowledge and agree to be bound by the terms of our Privacy Policy.
13. Our details
13.1 Zempler Bank Limited (“Zempler Bank”) is registered in England and Wales at Cottons Centre, Cottons Lane, London SE1 2QG (No.04947027). Zempler Bank is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority under Firm Reference Number 671140.
13.2 You can contact us by telephoning our customer service team at +44 (0)330 024 0924 or emailing [email protected].
14. Ownership Rights
14.1 All rights in the design, text, graphics and other material on our site and the selection or arrangement thereof are the copyright of us or other third parties. Permission is granted to electronically copy and print in hard copy portions of our site solely in connection with the acquisition of goods or Services through our site. Any other use of materials on our site (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without our prior written permission is strictly prohibited.
15. Third Party Rights
15.1 These terms and conditions are not intended to be enforceable by any third party as provided by the Contracts (Rights of Third Parties) Act 1999.
16. Jurisdiction
16.1 Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.