1. General
The conditions set out below are the only terms on which we do business unless a variation is specifically agreed in writing
signed by a director of Turner Little Ltd ("the Company"). If a client or a prospective client wishes to negotiate a variation
of the conditions, either generally or in part the request should be made by letter, sent recorded delivery, addressed for the
attention of the managing director of the Company at its registered office. By not sending such letter the client or prospective
client acknowledges that he accepts these conditions and that any standard terms which may appear on any of his stationary
shall be of no effect.
- All services offered are offered in good faith and on the strict understanding that they are to be used for legal
purposes only.
- All goods offered for sale are subject to remaining unsold.
- The client or prospective client acknowledges that in making any payment to the Company or placing any order
with the Company he or she is authorising the Company to carry out such checks as the Company shall see fit
in connection with 'know your client' rules imposed upon the Company by Anti Money Laundering Legislation to
which the Company is subject.
2. Fees
The Company reserves the right to vary its fees if the costs of labour, material or other services beyond the control
of the Company vary from that at the contract date otherwise orders will be invoiced at the price ruling at the date of order.
3. Payment
Except where specifically stated to include VAT, fees and any other charges or prices quoted are net of VAT and are payable
before delivery. If requested, and subject to satisfactory credit rating, bank and trade references, the Company may agree
that an account can be opened. Payments against accounts becomes due in full not later that fourteen days from invoice date.
Unless otherwise agreed in writing the client shall pay the Company interest on all accounts at the rate of 3% per month
above the current base rate of Barclays Bank Plc from the day that payment was due until payment is made in full.
- Notwithstanding any agreement for credit or course of dealing on credit terms The Company may at any time and
without giving notice or reason revoke such agreement or terms without penalty
- The title to all goods sold by the Company will remain vested in the Company until payment has been made. At
anytime at the Company's discretion the Company may use its retention of title to recover goods not paid for in full
from a client or third party. Should the goods not be available the Company may claim other goods of a similar
value. On behalf of the Company its servants or agents may enter upon the clients premises for the purpose of
repossessing the goods or goods to the same value as. If any money value difference is left after the Company has
recovered the amount outstanding the balance will be returned less costs.
- Until such time as the Client and any other party to the transaction as the Company deem necessary have
satisfactorily passed the AML checks carried out by the Company no documentation relating to the transaction shall
be released by the Company.
- Should the Client or any party to the transaction as the Company deem necessary to be AML checked fail the AML
check in the opinion of the Company, then the Company shall be entitled to retain any fees paid.
- In the event that the Company agree that a refund of fee in full or in part may be made then no refund of any
fee paid to the Company will be refunded to the Client until such time as the client and any other party to the
original transaction whom the Company in their absolute discretion feel necessary to be AML checked has passed
the AML check to the satisfaction of the Company.
- Should default be made by the client in paying any sum due under order or contract the Company at its option
shall be entitled either to suspend supplies until default is made good or treat such default as a repudiation of
the contract in which case the client (without prejudice to any right which the Company may have to the return
of any goods or the payment of any compensation or damages by the client) will pay the Company reasonable
charges incurred in the course of any part performance of the contract by the Company.
- If the client owes any amount to the Company in respect of any purchases whatsoever contra account
transactions will not be accepted.
- If the client is a Limited Company or other legal entity claiming limited liability and the client is
unable to pay for goods and or services supplied for any reason whatsoever, including insolvency, the
directors or partners of the Limited Company or other legal entity also become jointly and severally
liable for the debt.
4. Delivery
Delivery terms quoted are subject to confirmation after order and are at times subject to unforeseen delays over which
we have no control. The Company whilst making reasonable effort to comply with the quoted date of delivery shall not be
liable for any penalty, loss, injury, damage or expenses directly or indirectly consequent upon any delay or failure in delivery
or performance by the Company or its agents or servants from any course whatsoever nor shall such delay entitle the client
to cancel any order or refuse to accept or repudiate any contact for work to be done.
5. Exclusion
The Company does not hold or warrant any goods or services as being fit for any particular purpose, whether made known
to the Company or not and the client must not rely on the Company's skill or judgement in relation to the fitness of goods
or services for any purpose. If the client requires assistance on the fitness of any goods or services for any purpose he
should seek appropriate independent professional advice. The Company's staff are not authorized to express any opinion or
make any representation as to the fitness of any goods or services for any purpose, and any such opinions or
representations as may be expressed by them are not binding on the Company.
6. Liability
- The Company (subject as herein provided) undertakes to replace, correct or at its option credit the value of all
goods or services supplied which are defective or otherwise not in conformity of contract subject to all of these
conditions provided always the Company must be informed in writing of such defective goods or services and of
the goods or services and requested to make such replacement or correction or give such credit within two weeks
from collection or delivery of the goods or service.
- The Company's liability whether in contract, tort or otherwise in respect of any goods supplied by it shall be limited
solely to the foregoing, and in no circumstances does the Company accept any further liability for any injury, damage
or financial loss or for either direct or consequential losses howsoever or whenever arising. In particular, but
without prejudice to the generality of the foregoing.
7. Limitation of liability
If the Company carries out any work at the request of the client the Company's liability for any failure or breach of contract will
be limited to the invoice cost of the work.
8. Cancellation
Orders placed with the Company cannot be cancelled except with the Company's written consent and on terms which will
indemnify the Company against any damage or consequential loss.
9. Officers of a Company
Where Turner Little Limited provides directors and/or company secretary ("Officers") to or for a Company:
- 9.1 The Officers shall at all times be willing to consider and entertain requests and suggestions from the Client in
respect of the management of the Company but they shall not be willing or required to act in any manner which is
or appears to them to be dishonest, illegal, improper or incorrect.The Client acknowledges that the Officers may
charge such fees as they consider reasonable to consider such requests and suggestions and may charge
additional fees in the event of the requests or suggestions requiring action by the Officers.
- 9.2 Turner Little Limited shall procure the resignation and replacement of the Officers upon receipt of a written
request from the beneficial owners of a majority of the voting shares in the Company except that in the case of
a hybrid company or a company limited by guarantee the request may be properly given by the holders of a majority
interest in the profits of the Company.
- 9.3 The Client shall at all times indemnify and keep indemnified the Officers in respect of all actions , claims and
demands, losses and costs made against or suffered or incurred by the Officers in the exercise or purported
exercise of their duties unless the Officers shall be guilty of personal dishonesty.
- 9.4 The Client acknowledges and understands that Officers may incur personal liabilities if certain statutory
obligations relating to the Company are not complied with and that compliance with such statutory obligations is
dependent upon the Client promptly paying fees and responding to requests for information. If the Client fails to pay
fees when due or respond promptly to requests for information the Officers shall be entitled to resign their office
and withdraw their services and the Client hereby irrevocably and unconditionally appoints Turner Little Limited or
any subsidiary thereof its attorney and agent for the purpose of appointing the Client as Officer in their place.
- 9.5 The Company must be notified in writing sent recorded delivery to the Company's address where the client
wishes to remove the Company or its subsidiary or nominee as an Officer of the company. For the avoidance of
doubt the changing of a company's Officer or Officers by the client or any third party other than the Company shall
not be construed as having give notice of cancellation or a request to resign to the Company or its subsidiary or
nominee and the Company shall continue to charge for the Officer until such time as properly notified of
cancellation as described herein.
10. Nominee Shareholder
Where Turner Little Limited provides for an individual or corporate entity to act as the beneficial owner of a
Company ("Nominee Shareholder") to or for a Company:
- 10.1 The Nominee Shareholder shall at all times be willing to consider and entertain requests and suggestions
from the Client in respect of the management of the Company but they shall not be willing or required to act in any
manner which is or appears to them to be dishonest, illegal, improper or incorrect.The Client acknowledges that the
Nominee Shareholder may charge such fees as they consider reasonable to consider such requests and
suggestions and may charge additional fees in the event of the requests or suggestions requiring action by
the Nominee Shareholder.
- 10.2 Turner Little Limited shall ensure that a Declaration of Trust is entered into by the Nominee Shareholder in
favour of the true beneficial owner ("True Beneficial Owner") and shall procure the resignation and replacement of
the Nominee Shareholder upon receipt of a written request from the True Beneficial Owners of a majority of the
voting shares in the Company except that in the case of a hybrid company or a company limited by guarantee the
request may be properly given by the holders of a majority interest in the profits of the Company.
- 10.3 The Client shall at all times indemnify and keep indemnified the Nominee Shareholder in respect of all
actions, claims and demands, losses and costs made against or suffered or incurred by the Nominee Shareholder in
the exercise or purported exercise of their duties unless the Nominee Shareholder shall be guilty of personal
dishonesty. Where the Nominee Shareholder shall be requested to participate in any transaction which might result
in the Nominee Shareholder incurring a tax liability either at the time of the transaction or at some future date then
in addition to the indemnity provided by this clause the Client shall pay on account to the Nominee Shareholder such
sum as shall be calculated by the Nominee Shareholder as being the tax liability which he shall incur as a
consequence of satisfying the request made by the Client. Turner Little Limited hereby warrant that any sum paid
in performance of this clause by the Client shall be held exclusively for the purpose of meeting such tax liability and
in the event of such liability not arising the sum will be paid back to the Client.
- 10.4 The Client acknowledges and understands that the Nominee Shareholder may incur personal liabilities if
certain statutory obligations relating the Company are not complied with and that compliance with such statutory
obligations is dependent upon the Client promptly paying fees and responding to requests for information. If the
Client fails to pay fees when due or respond promptly to to requests for information the Nominee Shareholder shall
be entitled to transfer their nominee beneficial shareholding and the Client hereby irrevocably and unconditionally
appoints Turner Little Limited or any subsidiary thereof its attorney and agent for the purpose of transferring to
the Client all those shares previously vested in the name of the Nominee Shareholder.
11. Registered office
If the registered office of a company remains at the Company's address a fee will be charged for the use of our offices
as registered office at the prevailing rate and will include forwarding of post sent to the registered office by Companies
House and Inland Revenue departments. Dealing with other matters will incur an additional charge. Default in payment of
registered office charges or additional charge will result in withdrawal of the facility without notice and without liability for
the consequences. The Company must be notified in writing sent recorded delivery to the Company's address where the
client wishes to cancel use of the Registered Office facility. For the avoidance of doubt the changing of a company's
registered office address by the client or any third party other than the Company shall not be construed as having give notice
of cancellation to the Company and the Company shall continue to charge for the Registered Office facility until such time as
properly notified of cancellation as described herein.
12. Banking Facilities including Credit Cards and Charge Cards
- The Company is acting only as intermediary in relation to provision of banking facilities whether in relation to a
Company formation or on a personal basis. The client accepts that the Company makes no guarantee of being able to
arrange such facilities and accepts that the arrangement of same is subject to status and entirely at the discretion
of the bank or other financial institution to whom introduced. The client accepts that where the Company has used
reasonable endeavours to arrange banking but the client has been rejected by the bank for any reason whatsoever
then the Company shall be deemed to have provided the service in relation to banking to the full satisfaction of
the client.
- The Company is not a bank nor does it purport to be a bank or a provider of banking services.
- The Company is not a card issuer and in processing applications or making introductions to providers on behalf
of the client for credit or charge card facilities the client accepts that the arrangement of same is subject to status
and entirely at the discretion of the bank or other financial institution to whom introduced.
- The client accepts that any banking or card service and the use thereof ultimately provided to the client by a bank
or other financial institution will be subject to the terms and conditions of the bank or financial institution providing
the bank account or card and the client further accepts that the Company makes no representation to the client as to
the terms and conditions which may be applied by any bank or other financial institution.
- The client hereby accepts that they have been advised to read and make themselves aware of the terms and
conditions applied by any bank or other financial institution offering them a service and only to accept that offer
of service if they are agreeable to operating any bank account or card in accordance with the terms and conditions
being applied by the bank or other financial institution.
13. Performance of contract
The Company shall not be liable in the event of the performance of any obligation accepted by the Company being
prevented, delayed or in any way interfered with by either:
- An act of God, outbreak of war, either general or local riot or other civil commotion, strike, lockout, act or decree
or any other act, matter or thing beyond our reasonable control; or
- Non-delivery or non-performance by the Company's suppliers or damage, loss or destruction of the whole or part
of the goods or work, the Company may at its option suspend performance or cancel its obligation under the contract
without liability for any damage or consequential loss resulting there from such suspension or cancellation being
without prejudice to the Company's right to recover all sums owing to it in respect of consignments delivered, or
collected and costs incurred to date; or
- By any cause beyond the Company's control.
14. Assignment
The contract shall not be assigned by the client to any third party without the prior consent of the Company.
15. Patents
The client is to indemnify the Company against any claim whatsoever for damages and or costs against all liability in
respect of any infringement of trade mark, patent right, copy right or any other intellectual property resulting from compliance
with the clients instructions express or implied.
16. Law and jurisdictions
- Subject to the above conditions the client shall not take legal action against the Company.
- The contract shall be governed by and constructed in all respects in accordance with English law and the
client on entering into the contract submits to the jurisdiction of the English courts.
- Should any condition or part hereof become unenforceable for any reason whatsoever this shall be without
prejudice to the remainder of these terms and conditions.
- The condition headings are inserted for convenience only and shall not effect the construction of these conditions.
