MORGAN CORPORATE Ltd – Terms and Conditions
1 Terms of Engagement
The “Service Provider” is MORGAN CORPORATE Ltd, a company incorporated in England and Wales under company number 09701191 and whose registered office is at Office 44 Windsor Way, Flat 8 Sandringham House, London W14 0UD.
1.1 The “Client” is the person(s) whose name appears on the MORGAN CORPORATE Ltd Company Order Form and any company formed by the Servicer Provider on behalf of that person(s).
1.2 The terms contained herein and in the attached MORGAN CORPORATE Ltd Company Order Form (“this Agreement”) may not be altered except by agreement by the Service Provider in writing.
2 Scope of Services
2.1 The Service Provider shall provide the Services detailed in the MORGAN CORPORATE Ltd Order Form as selected by the Client (“the Services”).
3.1 The Service Provider shall use reasonable endeavours to complete the Services.
3.2 The Service Provider will not be in breach of its obligations to perform the Services with reasonable care and skill where:
3.2.1 the Client has not provided or supplied any information or documentation by any date or time specified by the Service Provider in order for the Service Provider to perform its Services or make any application by any deadline, or where the information or documentation provided or supplied by the Client is incomplete or inaccurate;
3.2.2 there is a failure of electronic communication technology or electrical supply, where the Service Provider or the Client uses electronic communication technology to communicate instructions or perform the Services or make any application to a recipient (such as, but not limited to, applying to form a company, making a filing or application); or
3.2.3 any application made by the Service Provider is received by a recipient but is not processed, actioned or otherwise delayed.
3.3 The Services shall be performed by such employees or agents that the Service Provider may choose as most appropriate to carry out those services.
4 Obligations of the Client
4.1 The Client Shall:
4.1.1 provide the required information to the Service Provider as soon as possible after the occurrence of certain meetings, events, transactions or actions;
4.1.2 make available to the Service Provider, as and when required, all receipts, vouchers, daybooks, accounting records and all other information and documentation needed for the bookkeeping services;
4.1.3 co-operate with the Service Provider as the Service Provider reasonably requires;
4.1.4 make available to the Service Provider such facilities as the Service Provider reasonably requires to perform the Services;
4.1.5 provide all instructions to the Service Provider in writing (either electronically or on paper);
4.1.6 ensure that the Client’s staff and agents co-operate and assist the Service Provider, and
4.1.7 supply the particular required information to the Service Provider no later than agreed.
4.2 The Client acknowledges and recognises that if the required information is not provided to the Service Provider:
4.2.1 the Service Provider may not have sufficient time to prepare the required documentation, forms, filings, notices etc as part of performing the Services;
4.2.2 it may not be possible to make appropriate applications with or to recipients at all or within the time set by the recipients;
4.2.3 the Client may not have an application accepted or the filing or application can only be made late;
4.2.4 the Client may, among other things, be required to pay penalties or fines and be open to criminal and civil proceedings;
4.2.5 the Client is legally responsible for: Ensuring that self-assessment tax returns are correct and complete; filing any returns by the due date; and making payment of tax on time. Failure to do this may lead to automatic penalties, surcharges and/or interest. Clients who sign their tax returns cannot delegate this legal responsibility to others. The Client agrees to check that returns that the Service Provider has prepared are complete before approving and signing them;
4.2.6 to enable the Service Provider to carry out its work, the Client agrees:
- a) that all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;
- (b) to provide full information necessary for dealing with the Client’s affairs. The Service Provider will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
- (c) the Client authorises the Service Provider to approach such third parties as may be appropriate for relevant information to deal with affairs on behalf of the Client; and
- (d) to provide the relevant information in sufficient time for the tax return to be completed and submitted by the due date following the end of the tax year. The relevant information must be provided by 90 days prior to the due date. Where feasible the Service Provider may agree to complete the tax return within a shorter period but may charge an additional fee of £800.00 for so doing;
4.2.7 the Client will keep the Service Provider informed of material changes in their circumstances that could affect its tax liability. If the Client is unsure of the materiality of the change, the Client is required to contact the Service Provider who will assess the significance of such changes;
4.2.8 the Client is required to forward to the Service Provider any documentation such as: HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable the Service Provider to deal with them as may be necessary within the statutory time limits;
4.2.9 HMRC have the authority to communicate with the Service Provider if form 64-8 has been signed and submitted. It is however, essential that the Client submits all copies of any correspondence received as HMRC are not obliged to notify the Service Provider of all notifications sent to the Client; and
4.2.10 the Client is responsible for monitoring their monthly turnover to establish their liability to register for VAT. The Service Provider can assist in assessing the registration threshold and in notifying HMRC should the Client exceed the threshold. Additionally, the Service Provider can assist in the VAT registration process at additional fee of £800.00. The Client is required to notify the Service Provider in writing (either electronically or on paper) of their instructions to assist in the VAT registration in at least 30 days prior to the due date to enable a VAT registration form to be submitted within the time limit of one month following the month in which the Client exceed the VAT registration threshold in force at that time. The Service Provider will not be liable for penalties incurred as a result of failure for notification on the part of the Client.
5 Complaints Procedure
5.1 If the Client has any complaints as to the content or quality of the Services provided by the Service Provider, they will contact the Service Provider using the following details, before taking further action:
MORGAN CORPORATE Ltd
44 Windsor Way
Flat 8 Sandringham House,
London , W14 0UD
6 Agreement of Terms
6.1 These Terms and Conditions shall take effect immediately upon the Client, or an authorised agent acting on behalf of the Client, signing the MORGAN CORPORATE Ltd Company Order Form and returning it to the Service Provider either in hard-copy format via post, as a scanned copy via email, or by completion of a form in electronic format on the Service Provider’s website.
6.2 Once agreed, these Terms and Conditions will remain effective, from one appointment to another, until they are replaced. Replacement Terms and Conditions may be posted on the Service Provider’s web site at address https://www.morgan-corporate.com and will take effect one month after notice has been given by the Service Provider to the Client.
7 Your privacy and personal information
8.1 This Agreement is for one complete year and will be renewed automatically every year unless written notice is given to the other party one month before the anniversary of this letter.
8.2 The Client may terminate any contract for particular Services by giving notice to the Service Provider at any time, but any fees paid by the Client to Service Provider shall not be refundable.
8.3 If the Client fails to pay when due any sum payable under this Agreement including any sum required by way of deposit the Service Provider may (without prejudice to any other right or remedy) terminate this Agreement with immediate effect by serving notice on the Client and/or withhold the Services.
8.4 Without prejudice to the other remedies or rights a party may have, either party may terminate this Agreement, at any time, on written notice to the other party (‘Other Party’). The notice will take effect as specified in the notice:
8.4.1 if the Other Party is in material breach of its obligations under this Agreement and where the breach is capable of remedy within 14 days, the Other Party has not remedied the breach within 7 days of receiving written notice which specifies the breach and requires the breach to be remedied; or
8.4.2 if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
8.5 The Service Provider shall be entitled to terminate this Agreement with immediate effect, by written notice to the Client in the event that any legal proceedings are commenced against the Client.
8.6 On termination of this Agreement the Client shall pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Service Provider for the performance of the Services prior to the date of termination.
8.7 In the event of termination of the Services:
8.7.1 the Client shall arrange that all such acts are done as may be necessary to give effect to such termination;
8.7.2 the Client shall, within 14 days of the date of termination, procure the appointment of a new Registered Office / Director / Shareholder / Secretary / Bank Signatory as may be appropriate; and
8.7.3 the Service Provider shall, subject to the payment of all amounts due to it, co-operate with the Client in relation to such appointments.
8.8 On termination, the Service Provider shall be responsible for filing the necessary documents with the Registrar of Companies to affect the transfer of the company or companies to a new service provider or into the name of the Client and the applicable rate for undertaking this service shall be invoiced and settled by the Client prior to the filing of the documents.
8.9 If any charges are not required to be utilised for their intended purpose and there remains any unspent postage costs, these amounts will be returned to the Client within 28 days of termination of the Agreement.
8.10 The Client acknowledges that notwithstanding the right of the Service Provider to terminate or suspend its services in accordance herewith the Service Provider (and/or its officers, agents and employees) may have continuing regulatory duties under applicable law. Accordingly, without prejudice to its rights, it is agreed that the Service Provider shall be entitled (but not obliged) to continue to provide services so as to discharge such duties and shall be entitled to charge its applicable rate for the provision thereof.
9.1 Unless the parties agree, or the specific Services require otherwise, the Service Provider shall provide the Services in such places and locations as the Service Provider considers appropriate to the type and nature of the requirement of the Client. For the avoidance of doubt, the performance of the Services does not require attendance at the Client’s premises or face-to-face meetings with the Client.
10.1 The fees shall be calculated on the basis of the bespoke service offered to the Client.
11 Charges and Payment
11.1 The Client will be responsible for the payment of the charges which are payable to recipients which arise from the performance by the Service Provider of the Services (such as, but not limited to, filing of certain documents to the Registrar of Companies, applying to form a new company with the Registrar of Companies).
11.2 Where the Client wishes the Service Provider to pay any charges, then at the option of the Service Provider:
11.2.1 the Client will provide sufficient cleared funds prior to the performance of the Services to enable the charges to be paid prior to the performance of the Services; or
11.2.2 the Client will immediately on receipt of the Service Provider’s invoice for the charges pay the amount stated in the invoice.
11.3 The Client recognises that where the Client wishes the Service Provider to pay any of the charges and the Service Provider has not received cleared funds for those charges to be paid:
11.3.1 the Service Provider shall not perform the Services which relate to the charges;
11.3.2 the Client may miss any statutory or regulatory imposed dates for performing certain actions or filing documents with the government and regulatory authorities; and
11.3.3 the Client may be required to pay fines or face criminal or other proceedings as a result.
12.1 All orders that you place are deemed to be an offer by the Client to purchase the products or services that we supply subject to these Terms and Conditions and are subject to acceptance of the order by the Service Provider. The Service Provider may chose not to accept any order without providing a reason.
12.2 The Client is presented with a range of choices during the ordering process. It is the Client’s responsibility to ensure that they read and understand these choices before they proceed with any purchase. Please contact the Service Provider during usual UK office hours if unsure about anything before proceeding with a purchase (please note that while the Service Provider endeavours to respond to enquiries promptly, they cannot guarantee to do so. It remains the Client’s responsibility to take advice about the product they intend to order before the order is placed).
12.3 By accepting these Terms and Conditions, the
Client is granting the Service Provider authorisation to file with Companies House, as an authorised person for and on behalf of the Company, the statutory forms required to implement the Services the Client is agreeing to take under this Agreement for the term of the Agreement and, if said Services are cancelled, terminated or shall expire for failure to make payment, the statutory forms required to terminate them, with or without the Client’s (or any beneficial owner’s) consent.
The statutory forms that the Service Provider reserves the right to file shall include, but not be limited to, the following: AP01, AP02, AP03, AP04, TM01, TM02, SH01, AD01, AD02, CH01 and CH02.
12.4 For renewable services, fees due will be processed on the card originally used to purchase the service (or an alternative if supplied) on the date of expiry. Notice will always be given in advance of expiry date of the Service Provider’s intention to take payment, and the Client will have the right to cancel the service. For Mail Forwarding service, the cost of postage and handling fees will again be taken on the card used to purchase the service (or an alternative if supplied) but will be processed automatically once the value of mail charges already processed reaches £5.
12.5 The Service Provider does not accept any liability should the Client’s Company be struck off and/or removed from the Register following the cancellation or the expiry of the Services. The Client is agreeing to take full responsibility under this Agreement should the Company fail to meet statutory requirements following the Service Provider’s actions to file the requisite forms to notify the termination of such Services.
12.6 If the Client has taken any services that mean the Parties have ‘an ongoing business relationship’, i.e. services renewable on an annual basis, the Client’s acceptance of these Terms and Conditions means they are granting the Service Provider authorisation to undertake a search with any search engine or search provider for the purposes of verifying the Client’s identity. To do so the search engine or search provider may check the details the Client supplies against any particulars on any database (public or otherwise) to which they have access. They may also use the Client’s details in the future to assist other companies for verification purposes. A record of the search will be retained.
13 Legal Advice and Taxation
13.1 The Service Provider will not provide tax or legal advice about the establishment and operation of the Company nor for ensuring that the activities will not breach the law of any relevant jurisdiction, unless otherwise agreed between the Parties.
14 Ownership of financial records
14.1 Unless otherwise specified:
14.1.1 the financial records provided by the Service Provider to the Client shall be the Client’s property; and
14.1.2 the Client shall be entitled to use the financial records provided by the Service Provider only for its own internal business purposes and for the preparation of end-of-year accounts for submission to the appropriate regulatory authorities.
14.2 Subject to clause 14.1.1, the copyright and database right (and all other intellectual property rights) in the financial records and all other material created or prepared by the Service Provider in performing the bookkeeping services shall belong to the Client.
14.3 Notwithstanding the provisions of this clause 14, if the Client fails to pay any fees due under this Agreement by the time by which such fees are due, the Service Provider may exercise a right of lien over the Client’s documents, books and records in the Service Provider’s possession and withhold such documents, books and records from the Client until payment of the fees is received in full.
15 Money laundering
In accordance with the Terrorism Act 2000, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007:
15.1 the Service Provider may require:
15.1.1 the Client, the Client’s employees and/or third parties to provide satisfactory evidence of identity before the commencement date; and
15.1.2 the Client to provide satisfactory evidence of the source of any funds or other property, the purpose of any
instructions or any other matter.
15.2 the Service Provider shall:
15.2.1 report to the Serious Organised Crime Agency if there appear to be grounds to suspect that the Client’s instructions relate to Criminal Property, but shall not tell the Client that it has done so. In such circumstances, the Service Provider shall not act on the Client’s instructions further without the consent (deemed or actual) of the Serious Organised Crime Agency; and
15.2.2 retain records of the Client’s identity and any Client transactions for 6 years after the termination of this Agreement.
16.1 Each Party (‘Receiving Party’) shall keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 16, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
16.2 The Service Provider shall be entitled to open and read any correspondence, letter, fax or other communication received on behalf of the Client.
16.3 The obligations of clause 16.1 shall not apply to any information which:
16.3.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;
16.3.2 is, or becomes, publicly available through no fault of the Receiving Party;
16.3.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
16.3.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party;
16.3.5 is required to be disclosed by order of a court of competent jurisdiction;
16.3.6 is reportable information under ‘Money Laundering’ clauses 15.1 to 15.2 of this Agreement; or
16.3.7 is required to be disclosed to any other relevant authority.
16.4 This clause 16 shall survive termination of this Agreement.
17 Use of sub-contractors
17.1 The Service Provider is permitted to use other persons to provide some or all of the Services.
17.2 The Service Provider shall be responsible for the work of a sub-contractor to the same standard as stated in this Agreement. However, the Parties acknowledge and agree that some sub-contractors have their own terms and conditions on which they trade and which are more restrictive than those in this Agreement. For example, without limiting the generality of the foregoing, a sub-contractor may have more restrictive wording as to the standard they will reach in work they perform (as to timing or quality), what is to happen if that standard is not reached or met, issues concerning the restriction and exclusion of liability, and so on). Where the terms and conditions of a sub-contractor or more restrictive or exclusory then the provisions of this Agreement, the Parties agree that for work provided by a subcontractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of this Agreement.
18 Warranties, liability and indemnities
18.1 The Service Provider warrants that it will use reasonable care and skill in performing the Services and to the standard generally accepted within the industry, sector or profession in which the Service Provider operates for the type of Services provided by the Service Provider.
18.2 If the Service Provider performs the Services (or any part of the Services) negligently or materially in breach of this Agreement, then if requested by the Client, the Service Provider will re-perform the relevant part of the Services, subject to clauses 18.4 and 18.5 below. The Client’s request must be made within 6 months of the date the Service Provider completed performing the Services or termination of this Agreement;
18.3 The Service Provider provides no warranty that any result or objective can be or will be achieved or attained at all or by a given date for the completion of the performance of the Services or any other date, whether stated in this Agreement or elsewhere.
18.4 Except in the case of death or personal injury caused by the Service Provider’s negligence, the liability of the Service Provider under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the fee(s) paid by the Client to the Service Provider under this Agreement in the period of 12 months before the date of breach giving rise to the said liability. The provision of this clause 18.4 shall not apply to clause 18.6.
18.5 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 18.5 shall not apply to clause 18.6.
18.6 The Client shall unqualifiedly indemnify and wholly hold harmless the Service Provider, its shareholders, officers, directors, employees, agents and nominee shareholders and (or) nominee directors provided by the Service Provider or its agents if any, from and against all Claims and Losses arising from loss, damage, liability, injury to the Service Provider, its employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Service Provider, its employees or consultants, or supplied to the Service Provider by the Client within or without the scope of this Agreement. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
18.7 Each of the parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud. The Client warrants that funds introduced to any Company formed, or to which Services are provided under this Agreement, does not comprise or include criminal property.
18.8 The Client warrants that its activities do not include prohibited activities.
18.9 The Client shall not undertake any of the pre-approved activities, without first obtaining the consent in writing from the Service Provider.
18.10 The Service Provider will accept no liability for failure of its Services which is due to the failure of the Client to perform its obligations under this Agreement, including but not limited to the obligations under clause 4 of this Agreement.
19.1 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
Unless otherwise agreed between the Parties, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.
19.4 Entire agreement
This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
No failure or delay by the Service Provider in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
19.6 Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
19.7 Further assurance
Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
No Party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
In this Agreement unless the context otherwise requires:
19.10.1 words importing any gender include every gender;
19.10.2 words importing the singular number include the plural number and vice versa;
19.10.3 words importing persons include firms, companies and corporations and vice versa;
19.10.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
19.10.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
19.10.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
19.10.7 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
19.10.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
19.10.9 where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’; and
19.10.10 where the phrase is to a ‘private limited company’ it shall be understood as including a limited liability partnership.
Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by facsimile or e-mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant facsimile number set out below, or such other address or facsimile number as that Party may from time to time notify to the other Party in accordance with this clause.
- Governing Law and jurisdiction
19.12.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.12.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
19.13 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.