TERMS AND CONDITIONS

 

These standard terms and conditions apply to the supply of all products and services by Companies Direct unless Companies Direct agrees otherwise in writing.

 

IT IS HEREBY AGREED THAT:

 

SECTION 1 – GENERAL scope


  1. 1.DEFINITIONS

1.1           In this Agreement, the following expressions shall have the following meanings:‑

"Confidential Information”

information which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary.

"Fees"

the fees (including any VAT) due for the provision of the Services as calculated in accordance with the Price List.

"Inappropriate Material"

material that under the laws of any jurisdiction where the material can be accessed is any of the following:- unlawful, threatening, abusive, harmful, malicious, obscene, pornographic, profane, libellous, defamatory, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, trojan horse or other harmful code.

"Intellectual Property Rights"

copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know‑how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

"Material"

text, graphics, images, sound, video or any combination thereof.

"Netiquette"

generally accepted standards of conduct relating to use of the Internet including, without limitation, not sending unsolicited mass e-mail, not impersonating another person, and not misrepresenting oneself to have authorisation from another person when one does not.

"Companies Direct"

 

"Order Form"

A company whose registered address is 1310 Birmingham Business Park, Birmingham B37 7BF.

an order form provided by Companies Direct as available on Companies Direct’s Website or from Companies Direct by post or fax on request, and completed by Customer to indicate which Services it requires and its agreement to these terms and conditions governing such provision

"Price List"

a list of Companies Direct’s prices for each of the Services as available on Companies Direct’s Website or from Companies Direct by post or fax on request.

"Relevant Legislation"

laws relating to data protection and any laws governing Inappropriate Material.

"Server"

the computer server equipment operated by Companies Direct in connection with the provision of the Services.

"Services"

 

“Subscription Services”

the services identified on an Order Form to be provided by Companies Direct to Customer pursuant to these terms and conditions and any others specified by Companies Direct on such Order Form.

Any services provided by Companies Direct where the Customer pays monthly or quarterly.

"Companies Direct’s Website"

the Website located at www.companieshouse.info or such other address as may be adopted by Companies Direct from time to time.

"Website"

a website on the World Wide Web.

 

  1. 2.PAYMENT AND SERVICES

2.1           In consideration for the payment of the Fees calculated correctly in accordance with the Price List on Companies Direct’s Website at the time of the completion of an Order Form by Customer, Companies Direct agrees to provide the Services.

2.2           Customer agrees to make payment for the Services

2.2.1        by debit or credit card payment at the time of making the order if Customer completes an Order Form on-line; or

2.2.2        by cash, cheque or postal order if Customer completes an Order Form submitted by post or fax.

2.2.3        by payment of invoice within 30 days of the invoice date if Customer holds a credit account previously agreed with Companies Direct. Companies Direct accepts orders and instructions on invoice terms only on the basis that those instructing Companies Direct do so as principals and are liable directly to Companies Direct for payment of Companies Direct's account.

2.2.4        by direct debit if Customer selects one of Companies Direct’s Subscription Services.

2.3           If Customer fails to pay any invoice which is due and payable under this Agreement, Companies Direct shall be entitled to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 on a daily basis from the date payment was due until the date payment is made, whether before or after judgement. Companies Direct reserves the right to charge for its costs and expenses in recovering late payments.

2.4           Any instruction from Customer for Companies Direct to undertake any of the Services on its behalf, will render Customer liable for any costs incurred by Companies Direct in providing that Service whether or not it proceeds to its conclusion.

2.5           Non‑delivery or non‑performance of services by any third party other than Companies Direct's sub-contractors shall not give Customer any right to delay any payment to Companies Direct or to make any claim whatsoever against Companies Direct.

2.6           Where the order by Customer includes the delivery of a product as part of the Service, either email, first class post or courier service will be used as applicable to the Service. Where Customer requests an alternative method of delivery, Customer must meet those delivery costs.

2.7           Where courier service is used, the signing of the courier’s proof of delivery card shall indicate that Customer has accepted the products.

2.8           Companies Direct may use a professional agent or other third party contractor to perform all or any part of the Services. Companies Direct will pay the charges of any such third party contractor used and recharge these to Customer together with Companies Direct's own fees. Companies Direct will take reasonable care and skill in selecting any third party contractor. Companies Direct shall not be held liable for any errors or omissions in services provided by any third party contractor.

  1. 3.INDEMNITY

3.1           Customer hereby agrees fully to indemnify, keep indemnified and hold harmless Companies Direct, its officers, employees, agents, sub-contractors and affiliated companies from and against any and all costs, claims, losses, damages and expenses (including, but not limited to, legal fees) sustained or incurred by Companies Direct or its any of its officers, employees, agents, sub-contractors or affiliated companies directly or indirectly and in any jurisdiction as a result of:-

3.1.1        any breach of any of the warranties given by Customer in this Agreement;

3.1.2        otherwise howsoever arising out of the provision by Companies Direct of any Service hereunder unless on account of breach of contract or negligence by Companies Direct; and/or

3.1.3        any breach by Customer of any of its obligations in this Agreement.


  1. 4.CUSTOMER AUTHORISATION AND OBLIGATIONS

4.1           Customer hereby appoints Companies Direct to act on its behalf in conjunction with the provision of the Services.

4.2           Customer acknowledges and accepts that to enable Companies Direct properly to provide the Services it must co-operate with Companies Direct as required by Companies Direct and, in particular:-

4.2.1                Customer must provide Companies Direct with proper, necessary and timely instructions and promptly notify Companies Direct in writing of any alterations thereto from time to time;

4.2.2                obtain the necessary consent of individuals whose personal data are to be held on a register or are otherwise provided to Companies Direct.


  1. 5.Companies Direct WARRANTIES AND

5.1           Companies Direct makes no warranties or representations that any Service will be uninterrupted or error-free.  Customer accepts all Services provided hereunder "as is" without warranty of any kind.

5.2           All implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law.

5.3           Companies Direct shall not be liable for any loss or damage of whatsoever nature suffered by Customer arising out of or in connection with any breach of this Agreement by Customer or any act, misrepresentation, error or omission made by or on behalf of Customer.

5.4           Companies Direct will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by Customer or for any wasted management time, failure to make anticipated savings or liability of Customer to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.

5.5           Companies Direct shall not be liable for any interruptions to the Service or outages arising directly or indirectly from:-

5.5.1          interruptions to the flow of data to or from the internet;

5.5.2          changes, updates or repairs to the network or software which it uses as a platform to provide the Service subject to Companies Direct striving to minimise the interruptions/outages that may be caused by such change;

5.5.3          the effects of the failure or interruption of Service provided by third parties;

5.5.4          factors outside of Companies Direct’s reasonable control;

5.5.5          any actions or omissions of the Client (including, without limitation, breach of the Client's obligations set out in the agreement) or any third parties;

5.5.6          Problems with the Client’s equipment and/or third party equipment;

5.5.7          interruptions to the Service requested by the Client.

5.6           Subject to Clause 5.7 below, no matter how many claims are made and whatever the basis of such claims, Companies Direct’s maximum aggregate liability to Customer under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 5.1-5.6 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the Fees paid by Customer pursuant hereto.

5.7           None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Companies Direct, its employees or its sub-contractors.


  1. 6.TERMINATION AND CANCELLATION

6.1           Companies Direct may terminate this Agreement by notice in writing to Customer having immediate effect if:

6.1.1        Customer is in breach of any of its obligations under this Agreement;

6.1.2        Customer is a company and a resolution is passed for its winding up or a petition for its liquidation is presented; or

6.1.3        Customer is an individual and a petition for bankruptcy is presented against it; or

6.1.4        A receiver or liquidator (where Customer is a company) or (where Customer is an individual) a trustee in bankruptcy is appointed over it or any of its assets; or

6.1.5        Customer proposes or enters into any arrangement or composition with or for its creditors (including any voluntary arrangement).

6.2           In the event that any of the circumstances identified in Clause 6.1 arises, Companies Direct shall have the option to terminate this Agreement as regards all Services provided or to be provided or only as regards that Service or those Services in respect of which the breach is considered by Companies Direct to have been committed; and

6.3           In the event that any of the circumstances identified in Clause 6.1 arises, Companies Direct shall be entitled to retain any sums paid to it by Customer hereunder and recover any sums due to it pursuant hereto whether invoiced or not at the date of termination.

6.4           For the avoidance of doubt but without prejudice to Clause 12.2, there shall be no right to cancel the Services under the Consumer Protection (Distance Selling) Regulations 2000 or otherwise in respect of the provision of the Services. This is because:-

6.4.1        once a registration has been made, it cannot generally be reversed; and

6.4.2        because certain Services provided to the Customer are personalised e.g. registration                               of a particular domain name or trade mark and any third party fees that Companies Direct incurs in                       respect thereof will not be refundable.

6.5           Customer may cancel a Subscription Service by the giving of one months notice in writing to                  Companies Direct, the                 notice period beginning on the date the notice is received by Companies Direct.

6.6           In the event that a Customer cancels a Subscription Service, the Customer                                                  acknowledges that:

6.6.1        Companies Direct will no longer provide webhosting or support facilities on the expiration of the                                                 notice period.

6.6.2        Companies Direct will have no further obligations to customer in respect of their domain name and                                              will not have any obligation to renew the domain name.       

6.6.3        Customer will remain solely responsible for transferring their domain name to a                                                         different Registrar.

6.6.4        All services included within the Subscription Service will terminate and Companies Direct will have                                              no further obligations to the Customer.


7.             CONFIDENTIALITY


7.1           Each of the parties agrees (subject to Clauses 7.2 and 7.3) not to:

7.1.1        disclose any Confidential Information received from the other party; or

7.1.2        make any use of any such Confidential Information other than for the purposes of performance of this Agreement.

7.2           Each party may disclose Confidential Information received from the other to its responsible employees, consultants, sub‑contractors or suppliers who need to receive the information in the course of performance of this Agreement.

7.3           The confidentiality obligations under Clause 7.1 shall not apply to any information which:

7.3.1        is or subsequently becomes available to the general public other than through a breach by the receiving party; or

7.3.2        is already known to the receiving party before disclosure by the disclosing party;

7.3.3        is developed through the independent efforts of the receiving party; or

7.3.4        the receiving party rightfully receives from a third party without restriction as to use.


8.             GENERAL             


8.1           Subject to Clause 8.2, this written Agreement together with the Schedules hereto and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein.  Nothing in this Clause 8.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

8.2           No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.

8.3           If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

8.4           The rights and obligations of Customer under this Agreement are personal to Customer and Customer undertakes that it shall not, without the prior written consent of Companies Direct, assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.

8.5           Companies Direct reserves the right to sub-contract any of the work required to fulfil its obligations hereunder.

8.6           Any notice given pursuant hereto may be served personally or sent by pre-paid registered letter or recorded delivery to the addresses given hereabove.  Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the same shall have been put into the post correctly addressed and pre-paid.

8.7           Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

8.8           Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

8.9           Clause headings have been included in this Agreement for convenience only and shall not be considered part of, or be used in interpreting, this Agreement.

8.10         This Agreement shall be governed by the laws of England and the parties submit to the to the exclusive jurisdiction of the Courts of England and Wales.


SECTION 2 – ALL SERVICES


9.             Together with the terms of Section 1 above, the terms set out in this Section 2 identify the extent of the registration services provided by Companies Direct and the Client’s obligations in relation thereto.

  1. 10.

10.1         Companies Direct reserves the right to reject any request for registration services by a Customer or to discontinue processing such a request if Companies Direct considers such application might expose Companies Direct to legal or other proceedings.

10.2         Subject to Clause 12, the extent of Companies Direct's service in relation to the registration services is:-

  1. a.to forward Customer’s application to the appropriate Registry;
  2. b.to provide administrative support in securing the registration;
  3. c.to notify Customer of the outcome of the application;
  4. d.in the event of registration, to notify Customer of the renewal date for such registration.

10.3         For the avoidance of doubt and in addition to the provisions of Clause 5 above, in no circumstances will Companies Direct be liable to Customer for any loss of profit, business or anticipated savings suffered by Customer on account of a failure to obtain the registration applicable to the service requested by Customer; or for any loss of registration due to non payment of any applicable renewal fees.

10.4         Companies Direct makes no warranty or representation of any kind in relation to the likelihood or otherwise of a particular registration service application being successful because registries retain the right at their discretion to register or refuse to register services applied for by Companies Direct on behalf of Customer;

10.5         It is Customer’s responsibility to pay any and all renewal charges to the relevant registry in respect of registration services provided by Companies Direct and registrations procured by Companies Direct on Customer’s behalf;

10.6         Domain names and limited company names are registered on a first come, first served basis and, without prejudice to the other provisions of this Agreement, Companies Direct cannot guarantee to be successful in obtaining any such registration or for any legal actions by third parties who think that they are entitled to such names despite the registration of such name by Companies Direct on Customer's behalf;

10.7         The registration of a domain name or limited company name does not confer any legal rights to a name or its use and any disputes between Customer and a third party are to be settled using normal legal methods.  Companies Direct will not be drawn into any such argument or dispute in any circumstances;

10.8         An application for the registration services cannot be treated as having been successful until Customer is issued with a “Registration Certificate” from the relevant registry.  Customer is advised not to take any action in respect of a requested name until such a certificate has been issued to Customer.

  1. 11.

11.1         all information provided by Customer to Companies Direct is true and correct, and that any additions or alterations thereto in the future will also be true and correct;

11.2         it has the legal right to apply for the registration services requested.

12.1         Customer acknowledges that the application process, registration and subsequent use of any registration will be subject to the rules and policies from time to time of the relevant registry and Customer agrees to abide by all such rules and policies.   Accordingly, Customer undertakes to read those rules and policies before applying for a registration service. 

12.2         If Customer’s application for a particular registration service is rejected, Companies Direct will offer alternative registration choices as applicable. If no alternative choices are available or acceptable to Customer, Companies Direct will provide 100% credit against any other service that it can supply as ordered by Customer. At all times Companies Direct reserve the right not to grant a credit if Customer has breached any of the provisions in Clause 11.


SECTION 3 – DOMAIN NAME AND TRADE MARK REGISTRATIONS


13.           Together with the terms of Section 1 and 2 above, the terms set out in this Section 3 apply specifically to the domain name and trademark registration services provided by Companies Direct and the Client’s obligations in relation thereto.

13.1    Subject to using its reasonable endeavours to contact Customer prior to the registration renewal date(s) at either the postal address or e-mail address most recently provided by Customer pursuant to Clause 4.2.1, Companies Direct will have no involvement in, or responsibility for Customer’s use or retention of a domain name or trade mark once registered;

13.2    Customer’s use of the domain name or trade mark once registered may be challenged by a third party; if so, or if any other dispute arises the applicable laws as well as the procedures laid down by the relevant registry will apply and these may include the suspension or revocation of a Customer’s domain name or trade mark and Companies Direct will have no responsibility or involvement in relation thereto;

13.3    Customer warrants to Companies Direct that it will not use the domain name(s) or trademarks or associated website in any way which might infringe the Intellectual Property Rights or any other rights of a third party.


SECTION 4 – WEB HOSTING SERVICES


14.           Together with the terms of Sections 1 and 2 above, the terms set out in this Section 4 identify the extent of the Website hosting services provided by Companies Direct and the Client’s obligations in relation thereto.

14.1         Customer will provide all Material which Customer wishes Companies Direct to post on a Website in a condition which requires no additional manipulation on the part of Companies Direct. Companies Direct shall be under no obligation to validate such Material for content, correctness, legality or usability.

15.           Customer acknowledges and accepts that it bears sole responsibility, legal and otherwise, for the content of all Material appearing on its Website. For the avoidance of doubt, this clause shall apply to all Material, whether posted on Customer’s Website by or on behalf of Customer (whether by Companies Direct or a third party).

16.           Customer warrants, represents and undertakes in relation to all Material (including any Material which it requests Companies Direct to post on its Website) that:

(i)            it is not Inappropriate Material;

(ii)           Customer either has sole ownership of all Intellectual Property Rights in such Material in each jurisdiction from which the Website may be accessed and/or has obtained full and effective licence(s) from all relevant third parties allowing Customer or a third party acting on behalf of Customer to use the Material and to permit its dissemination worldwide;

17.           Customer undertakes not to link to any Inappropriate Material from its Website.

 

18.           Companies Direct shall retain the right at all times to refuse to post any Material and to suspend availability of the Website, place a prominent notice on the Website where an allegation of defamation or Intellectual Property Right infringement is made by a third party or place a link on the Website to another Website containing the alleger’s version of events and/or to remove any Material already appearing on the Website which in the opinion of Companies Direct may under the laws of any jurisdiction from which it is possible to access the relevant Website :

(i)            constitutes or would if posted constitute Inappropriate Material;

(ii)           breaches or would if posted breach Relevant Legislation or any other applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory); and/or

(iii)          harms or would if posted harm the reputation of Companies Direct in any way.

  1. 19.Companies Direct’s rights to suspend availability of Customer’s Website and/or remove content under Clause 18 above shall be without prejudice to Customer’s sole responsibility for content of the Website under Clause 16 and to the warranties given by Customer relating to that content in Clause 17.
  2. 20.Posting of Material by Companies Direct on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of its rights in relation to any breach of Customer’s obligations under this Agreement.

22.           Customer undertakes fully to virus-check all data supplied to Companies Direct pursuant to this Agreement.

23.           Customer undertakes not to embark on any course of action, whether by use of its Website or any other means, which may cause a disproportionate level of Website activity without providing at least seven day’s prior notice in writing to Companies Direct.

24.           Customer undertakes to keep secure from third parties any passwords issued to Customer by Companies Direct in connection herewith.


SECTION 5 – E-MAIL SERVICES (including e-mail forwarding)


25.           Together with the terms of Sections 1 and 2 above, the terms set out in this Section 5 identify the extent of the e-mail services provided by Companies Direct and the Client’s obligations in relation thereto.

26.           Customer undertakes that it will not (and will ensure that others under its control will not) via e-mail:

(i)            transmit Inappropriate Material;

  1. (ii)infringe the Intellectual Property Rights of any third party;
  2. (iii)contravene Netiquette;
  3. (iv)make use of the Server to an extent or in a manner which in Companies Direct’s reasonable opinion is excessive, wasteful or otherwise to the detriment of Companies Direct, any of Companies Direct’s customers or any other third party, including but not limited to:-
    1. (a)the transmission of bulk e-mail (“spamming”); or
    2. (b)“flaming”.
  4. 27.When sending e-mail, Customer acknowledges that it is responsible for complying with any Relevant Legislation.
  5. 28.Customer acknowledges that Companies Direct is not responsible for the security of the contents of e-mail sent or received by Customer.

29.           Companies Direct will use its reasonable endeavours to ensure that messages are routed accurately and promptly but does not accept any liability for non-receipt, non-delivery or misrouting of e-mail or any other failure of the e-mail system.

30.           Companies Direct's policy is to respect the privacy of e-mail messages sent, received forwarded or otherwise dealt with           by it and Customer acknowledges that Companies Direct will therefore not monitor, edit or disclose the contents of such          messages unless required to do so by law or competent authority or to protect Companies Direct's rights and/or position.

 

SECTION 6 – GDPR and Data use statement


31.           All information received by National Business Register via completed application form or otherwise will be used purely for the purposes of providing the requested service(s) for the client and for all renewal communications thereafter.