The Company Merchant Limited provide many different
business related services. The details below describe our
general terms of trading (e.g. what we provide and how you
will pay), the terms for specific areas of business - mainly
data related services such as company formations, credit reports,
and postcode lookups, the fact that we link to / rely on third
party providers and websites and so cannot be held responsible
for their content/data, your responsibility to keep your access
details to our site safe and secure, and the normal copyright
and trademark clauses.
INTERPRETATION
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The headings are for convenience
only and shall not affect the interpretation. In these
Conditions unless the context otherwise permits:-
“the Company” means The Company
Merchant Limited (registered in England number 2892806)
or any name the Company trades under
“the
Customer” means the person or business who
accepts a quotation of the Company or whose order for
the Goods/Services is accepted by the Company.
“the
Goods” means the goods (including any instalments
of the goods or any parts for them) which the Company
is to supply in accordance with these Conditions.
"the Services"means the services (including
any instalments of the services or any parts for them)
which the Company is to supply in accordance with these
Conditions.
“the Conditions”
means the standard terms and conditions of sale set out
in this document and (unless the context otherwise requires)
includes any special terms and conditions agreed in Writing
between the Company and the Customer.
“the
Contract” means the contracts for the purchase
and sale of Goods or Services.
“Writing” includes facsimile transmission
but does not include email, unless digitally signed.
"Data" means the data that we provide to you
in providing the Services specified on the website. |
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| 1.
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BASIS OF THE SALE |
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| 1.1 |
No variation to these Conditions
shall be binding unless agreed in Writing between
authorised representatives of the Company and
the Customer.
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| 1.2 |
The Company’s
employees or agents are not authorised to make any representations
concerning the Goods or Services unless
confirmed by the Company in Writing. Any advice
or recommendation given by the Company or its
employees or agents to the Customer or its employees
or agents which is not confirmed in Writing is
followed or acted upon entirely at the Customers
own risk. In entering into the Contract, the
Customer acknowledges that it does not rely on
and waives any claim for breach of any such representations,
advice or recommendations, which are not so confirmed. |
| 1.3 |
The Customer shall be responsible
to the Company for ensuring the accuracy of the
terms of any order. |
| 1.4 |
No order which has been accepted by the
Company may be cancelled by the Customer
except with the agreement in Writing of the Company
and on terms that the Customer shall indemnify
the Company in full against all loss (including
loss of profit) costs, damages, charges and expenses incurred
by the Company as a result of cancellation. Orders
relating to the provision of a Service rather
than the provision of Goods are deemed to have
taken place at time of order and therefore no cooling
off period is provided. Examples of services (but not limited to this list) are a successful company formation, a company credit report, document scans from Companies House, postcode lookup services or telephone number connections. No refunds can be given under these circumstances. We abide by the terms of the distance
selling regulations for any non-customised product, subject
to a quality check of the product on its return. |
| 1.5 |
When requesting the Goods or the
Services for the first time, you will be given an
individual user account specific to your company. You
must use this account when requesting the Goods or the
Services from the Company. Internet orders
placed using your online account details will be deemed
to have been made by you. It is your responsibility to
protect your account access details from third parties
and change password details periodically or if you feel
that someone may have been made aware of your details. |
| 1.6 |
On accepting an internet based request,
we will acknowledge our acceptance of your order request
and confirm the details you have supplied us with by way
of e-mail. Our acceptance of instructions is deemed to
have occured at the time of our sending the email and
not at the time of your receipt. |
| 1.7 |
The Company reserves the right
by giving notice to the Customer at any time
before delivery to increase the price of the Goods to reflect any increase in the cost of the Company which is due to any factor beyond the control of the Company. |
| 1.8 |
Unless otherwise specified, the price
is exclusive of any applicable Value Added Tax which the Customer will be additionally liable to pay to
the Company. |
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| 2. |
DATA SERVICES |
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| 2.1 |
We give no warranty that
your use of the Services will be uninterrupted
or error free. Much of the Data accessible via
our online Services is provided via third parties
(for example, but not limited to: Companies House, credit
reference services and Royal Mail PAF data). We will not
be liable for any loss or damage arising from any inaccuracies,
faults or omissions or in the provision of the Data. |
| 2.2 |
In your use of the Services and the Data, you will comply with all applicable
regulations. You process personal data in accordance with
the Business Requirements Specification. You will indemnify
us against all costs (including legal costs), claims,
damages, demands and expenses arising directly or indirectly
out of any claim by a third party which arises in connection
with your breach of this clause. |
| 2.3 |
Any Data containing Personal Data
must be destroyed when it is no longer necessary for you
to retain it. |
| 2.4 |
You will keep all Data secure and confidential
and will not disclose, transfer, distribute or re-sell
the Data or any part thereof except to a Group Company
and you will be responsible for ensuring that any such
Group Company complies with these Terms. |
| 2.5 |
The provisions of the Electronic Commerce
(EC Directive) Regulations 2002 shall not apply to this
agreement if you are using the Site in the course of your
business. |
| 2.6 |
Any reports provided through
our reporting facility from Companies House are documents
scanned by Companies House of original documents received
by them. The Company cannot accept liability
for their illegibility or their fitness for any particular
purpose. |
| 2.7 |
Credit reports provided through our reporting facility are based on data supplied by the company as part of their annual filings to Companies House. Small companies can file abbreviated accounts and as such not all report data is available for every company. The Company will not be liable for the supply of an incomplete report where the data has not been provided by the source company |
| 2.8 |
Additional Terms and Conditions
relating to our internet web site hosting are supplied
with any request for this service and are not included
here. |
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| 3. |
COMPANIES HOUSE FORMATION SERVICES |
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| 3.1 |
When using our company formation
services, it is your responsibility to ensure that any
company name you choose is available for registration
and can be lawfully used by you. We accept no liability
for your choice of name. |
| 3.2 |
Once a form has been submitted to Companies House, we cannot
stop the request from being processed by Companies
House. Once Companies House have accepted the form, your
contract to us for providing the service is binding. |
| 3.3 |
Companies House have no requirement
to accept a submitted form. If a form is rejected, you
may re-submit as many times as required or you may request
a refund of monies paid. |
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| 4. |
TERMS OF PAYMENT |
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| 4.1 |
Unless the Company shall have
previously agreed in Writing with the Customer
that the Goods or Services shall be
supplied on credit, payment for the Goods or
Services shall be made in full by the Customer
with the Customer’s order or with the Customer’s
acceptance of the Company’s quotation. |
| 4.2 |
Where the Company
has agreed to supply the Goods or Services
on credit, the credit period shall be that specified on
the invoice. The standard credit period, where credit
is provided is 14 days from date of invoice. Customer
specific credit periods can be arranged in certain circumstances. |
| 4.3 |
The time of payment of
the price shall be the essence of the Contract.
If the Customer fails to make a payment on
the due date then without prejudice to any other right
or remedy available to the Company, the Company
shall be entitled to:-
- cancel the Contract or suspend
any further deliveries or suspend any or all services to
the Customer.
- The Late Payment of Commercial Debts
(Interest) Act 1998 is applied strictly for late payments.
Interest will be charged on the amount unpaid at the
rate of 8% above the Bank of England base rate until
payment in full is made.
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| 4.4 |
Any Service relating
to the late payment may result in a cessation of the Service
until cleared funds have been received. The Company
may levy any charges necessary to re-supply the Service
to the Customer. |
| 4.5 |
Any dispute with an invoice issued by the
Company must be put in Writing within
14 days of issue. |
| 4.6 |
The Company may make use of third party services to identify possible credit card misuse and may place an order on hold if we believe that there is a requirement to request extra identification from the purchaser. Failure to provide the requested identification documents will render the order cancelled. The Company reserves the right to charge for any credit card processing fees and any costs incurred against the order. Cancelled orders due to non supply of requested proof of identity will be kept on file for the authorities, should that ever be required. |
| 4.7 |
The Company may make use of automated verification services, such as but not limited to, verification of email address, verification of landline telephone number or verification of address, postcode and security details provided for a credit card purchase. These procedures are in place to prevent the fraudulent use of our services. Failure to provide a verification of your details may result in your order being postponed until verification is complete. Refusal to proceed with the verification (e.g. not responding to telephone verification when prompted) will constitute a request to cancel the order, at which point you will be invoiced for any costs involved in your purchase (such as but not limited to credit card processing fees) |
| 5. |
LIABILITY, EXCLUSION AND LIMITATION |
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| 5.1 |
Our entire liability in respect
of any single cause of action arising out of or in connection
with your use of the Data (whether for breach
of contract, in negligence or any other tort, under statute
or otherwise at all) will be limited, to the extent that
the cause of action relates to the Data, at our
option, to: (i) supplying the relevant Data again;
or (ii) repaying to you the amount you paid, excluding
VAT in respect of the relevant Data. |
| 5.2 |
We will not be liable to you for any indirect
or consequential loss or damage, or any loss of opportunity,
business, profit, reputation or goodwill arising out of
your use of the Services and/or the Data. |
| 5.3 |
You will indemnify us against all costs
(including legal costs), claims, damages, demands and
expenses arising directly or indirectly out of any claim
by a third party which arises as a result of your use
of the Services or the Data, unless
caused by our negligence |
| 5.4 |
No cause of action will arise if the performance
of the relevant obligation is prevented or delayed, or
accrual of any liability on the part of either party is
occasioned, as the case may be, by any event beyond the
control of that party including any of the following:
act of God, governmental act, war, fire, flood or other
natural disaster, explosion or civil commotion, failure
in information technology or telecommunications services,
failure of a third party (including failure to supply
data) and industrial action. |
| 5.5 |
We make no representations
or warranties about the accuracy, completeness or suitability
for any purpose of the information and related graphics
published on our website. The information contained in
our site may contain technical inaccuracies or typographical
errors and is intended to be a general indication of our
services only and is not intended to constitute professional
advice. Always seek detailed advice from qualified and
experienced professionals in relation to any particular
matter or circumstance. We cannot accept any liability
to you or anyone else for any losses of any nature resulting
from any decision made or action taken in reliance on
the information contained in this site. |
| 5.6 |
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 re-supplying
the relevant services to you. You agree that this limitation
is reasonable having regard to the nature of our site
and in particular given that when you purchase information
or services through our site you will enter into a separate
contract with us in each case. |
| 5.7 |
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 or by a representative
by telephone, but these remain estimates and in particular
we accept no responsibility for delay caused by third
parties or for reasons outside our control (such as the
unavailability of the world wide web or for computer systems
or telecommunications failure). |
| 5.8 |
The Company provides introductions to other
suppliers for their services. This includes but is not
limited to Bank Accounts, Trademark Attorney, Legal and
Accounting Services. We can accept no liability or responsibility
for services offered or declined by third party companies.
This site also contains links to connect to other websites
maintained by third parties. We have no control over the
contents of those sites and make no representations as
to the accuracy of the information contained in those
sites. We cannot accept any liability for any losses of
any nature you may suffer as a result of visiting those
sites. |
| 5.9 |
Force Majeure. We shall not be liable to
you for any breach of the terms and conditions or any
failure to provide or delay in providing our services
through our site resulting from any event or circumstance
beyond our reasonable control including, without limitation,
breakdown of systems or network access, fire, explosion
or accident. |
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| 6. |
GENERAL |
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| 6.1 |
We grant you, subject to these
Terms, a non exclusive, non assignable licence
to access and use the Services and Data
on this website. You may only use the Services
and the Data for your own business purposes and
in accordance with all applicable regulations. |
| 6.2 |
The Company Merchant trademark
is owned by us. Other product and company names appearing
on the Website or in Data may be the trade marks or registered
trade marks of their respective owners and should not
be reproduced or copied without the owner’s permission. |
| 6.3 |
Any notice required or permitted
to be given by either party to the other under these Conditions
shall be in Writing addressed to that other party
at its registered office or principle place of business
or such other address as may at the relevant time have
been notified pursuant to this provision to the party
giving notice. |
| 6.4 |
No waiver by the Company
of any breach of the Contract by the Customer
shall be considered as a waiver of any subsequent breach
of the same or any other provision. |
| 6.5 |
If any provision of these
Conditions is held by any authority to be invalid
or unenforceable in whole or in part the validity of the
other provisions of these Conditions and the
remainder of the provisions in question shall not be affected
thereby. |
| 6.6 |
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
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| 6.7 |
All rights in the design,
text, graphics and other material on our site and the
selection or arrangement thereof are the copyright of
the Company or of third parties. Permission is
granted to electronically copy and print in hard copy
form, portions of our site, solely in connection with
the acquisition of goods or services through our company.
Any other use of materials on our site (including reproduction
for purposes other than those mentioned above, and alteration,
modification, distribution or republication) without our
prior Written permission is strictly prohibited
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| 6.8 |
You agree that we may collect,
store and use information about you in accordance with
our Privacy Policy. You acknowledge and agree to be bound
by the terms in our Privacy Policy
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| 6.9 |
The Contract shall
be governed by the laws of England. |
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Last Modified 19th June 2006.
Reason. Primarily renumbering the document, and making clearer the existing refund policy for documents purchased through Companies House, credit reports and Limited Company Formations with Companies House
