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This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the Services (as defined below) listed on both of our websites www.turnerlittle.com and www.turnerlittle.co.uk (each website to be interpreted as ‘site’) to you. Please read these terms and conditions carefully and make sure that you understand them, before ordering any Services from our site. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

Please read these terms and conditions carefully as they contain binding obligations on the Client. The Client’s attention is in particular drawn to the provisions of clause 10, clause 21 and clause 27.

Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Services from our site.

1. General

1.1 We operate the websites www.turnerlittle.com and www.turnerlittle.co.uk. We are Turner Little Limited (‘TL’), a company registered in England and Wales under company number 3490752 and with our registered office at Fanshawe House, Pioneer Business Park, Amy Johnson Way, York, YO30 4TN. Our main trading address is Fanshawe House, Pioneer Business Park, Amy Johnson Way, York, YO30 4TN. Our VAT number is 764466206.

2. Interpretation

2.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).

Account Holder: the holders of credit accounts, the terms of which are set out in clause 6.

Applications: an application, filing, notice or other communication which is made or sent by TL to the Appropriate Authorities.

Appropriate Authorities:the Companies Registry or any other government or regulatory authority or other third party.

Client: the person, firm or company who purchases the Services from TL.

Client Company: the company owned legally or beneficially by the Client in respect of which TL are providing the Services.

Company Formation Service: the services set out in clause 11.

Companies Registry: for companies incorporated in England and Wales means the Registrar of Companies and for companies incorporated outside of England and Wales means the appropriate government authority responsible for the registration of companies.

Disbursements: the disbursements, tax, duties, fees that the Client shall be liable to pay to third parties as a result of TL performing the Services and which TL pays on behalf of the Client.

Fees: the amounts payable by the Client to TL for the Services as published on its site at the time of the Order and confirmed in the Order Acceptance or as amended by subsequent communications from TL to the Client.

Off-the-Shelf Company: an existing company which TL has available to transfer to the Client.

Order: the order or orders which the Client places with TL through our site for the Services.

Order Acceptance: the confirmation by TL of such acceptance of an Order sent by e-mail to the Client confirming that the Service has commenced.

MLR: the Money Laundering Regulations 2007 and Proceeds of Crime Act 2002.

Services: Company Formation Services, company administration services, company secretarial services, registered office services, banking, trademark, consultancy and other services provided by TL to the Client as specified in the Order Acceptance plus any additional services that the Client requests after the date of the Order Acceptance and that TL agrees to provide to the Client.

2.2 Headings in these Conditions shall not affect their interpretation.

2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).

2.4 A reference to legislation is a reference to it as it is in force for the time being, taking account of any amendment,
extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

2.5 A reference to writing or written includes faxes and e-mail.

2.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree,
allow, permit or acquiesce in that thing being done.

3. Your status

3.1 By placing an order through our site, you warrant that:

(a) you are legally capable of entering into binding contracts; and

(b) you are at least 18 years old.

4. How the Contract is formed and cancellation rights

4.1 After placing an Order, you will receive an e-mail from us acknowledging that we have received your Order.
Please note that this does not mean that your Order has been accepted. Your Order constitutes an offer to us to buy a Service.

4.2 All Orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an Order Acceptance. The contract between us (Contract) will only be formed when we send you the Order Acceptance.

4.3 Unless agreed otherwise (and with the exception of the Credit Analysis Service detailed within clause 19), TL’s performance of the Service to the Client will commence at the point of sending the Client the Order Acceptance.

4.4 The Consumer Protection (Distance Selling) Regulations 2000 permits consumers to cancel a contract after it is has been entered into subject to certain limitations and requirements. The Client’s will only have the right to cancel the Contract within 7 working days, starting the day after the date of receipt of the Order Acceptance but only if TL has not started to provide its Service. If TL has started to perform its Service to the Client when it sends the Order Acceptance, the Client will have no rights of cancellation.

4.5 If you have the right to cancel then:

4.5.1 you will need to send a notice in writing to us stating that you wish to cancel the Contract. To cancel the Contract you will need to send a letter to us. You can send the letter by post, email or facsimile or by personal delivery. Contact details for where to send the letter are set out in this clause. If you cancel the Contract orally, you will need to confirm the oral cancellation in writing and send it to us by one of the means just specified; and

4.5.2 you will need to send us the notice of cancellation within 7 working days, with the 7-day period starting with the day after you receive the Order Acceptance;

4.5.3 you can send us the notice of cancellation by e-mail to enquiries@turnerlittle.com or by post to Fanshawe House, Pioneer Business Park, Amy Johnson Way, York, YO30 4TN marked for the attention of Customer Service;

4.5.4 after we receive your notice of cancellation we will refund the money you have paid to us within 7 working days.

5. Application of Conditions

5.1 These Conditions shall:

(a) apply to and be incorporated into the Contract; and

(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Order, specification or other document supplied by the Client, or implied by trade custom, practice or course of dealing.

5.2 The Client acknowledges and accepts that TL is subject to the MLR and that in placing an Order or paying the Fees the Client is authorising TL to carry out such checks as TL considers to be necessary in connection with TL’s obligations under the MLR.

6. Credit Accounts

6.1 Credit accounts are available for Account Holders who order regularly. For the first order it is necessary to pay in advance, however if you submit a credit account application form to us with your first order, we can look at opening a credit account for subsequent orders.

6.2 Credit accounts are issued subject to status, based on available credit ratings, and are subject to periodic review. We reserve the right to withdraw credit facilities at any time and in this event, all outstanding balances must be settled immediately.

7. Provision of the Services

7.1 TL shall use reasonable endeavours to complete the Services including making Applications by any deadlines specified by the Appropriate Authorities. TL will not be in breach of its obligations to perform the Services (or any part of the Services) with reasonable care and skill where:

(a) the Client has not provided or supplied any information or documentation by any date or time specified by TL in order for TL to perform its Services or make any Application by any deadline;

(b) the Client has not provided information required by TL in order to comply with MLR;

(c) there is a failure of electronic communication technology or electrical supply, where TL uses electronic communication technology to perform the Services or make any Application (such as, but not limited to, applying to form a company, making a filing or application); or

(d) any Application made by TL is received by an Appropriate Authority but is not processed, actioned or otherwise delayed.

7.2 The Services shall be performed by such employees or agents that TL may choose as most appropriate to carry out those Services. Where the Services involve an off shore company then TL reserve the right to use off shore company formation agents.

7.3 The Supplier shall use reasonable endeavours to meet any dates for completion of the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. TL shall not be liable for any penalty, loss, claims, damages or expenses directly or indirectly resulting from any delay by TL in the performance of the Services.

7.4 TL does not warrant that the Services are fit for any particular purpose, whether made known to TL or not and the Client must not rely upon TL’s skill or judgement in relation to the fitness of the Services for any particular purpose unless TL confirm in writing signed by a director of TL that the Services are fit for a particular purpose.

8. Client’s Warranties

8.1 The Client warrants to TL as follows:

(a) that any Order placed by the Client will not cause TL to infringe the law of any country;

(b) that the Client will promptly provide to TL such documentation as TL may need in order to comply with the MLR;

(c) that all information given to TL by the Client is complete, accurate and up to date;

(d) that where shares or company appointments are held by any representative of TL (which may be TL itself) in connection with the formation of a company for the Client, then unless TL agrees to provide nominee director or shareholder services in accordance with clause 13 and clause 14 immediately following receipt of the necessary documents by the Client all necessary steps will be taken to:

(i) complete the transfer of any shares held by a representative of TL to the beneficial owner;

(ii) implement the resignations of any representative of TL from the appointments in question and substitute the appointees of the beneficial owner of the new company; and

(iii) if applicable thereafter complete the necessary statutory formalities in connection with the appointment of officers, registered office and issue of shares.

(e)  Where documents are supplied by the Client to TL for printing that any material contained in them is free of all defamatory matter and copyright or other legal restrictions and the Client shall fully indemnify TL against any actions, demands, costs, charges, penalties or expenses imposed upon TL or its employees as a result of any claim made against it or any of them in respect of the contents of such document.

9. Company Names

9.1 Where a company name is selected by the Client for registration for whatever reason, TL warrants only that it will make application to the Companies Registry for the registration of that name, and that if registration is permitted, it is permitted by the Companies Registry on the basis of his view that it will not conflict with the name of any other company at that time of registration on the Companies Registry.

9.2 For an Off the Shelf Company, TL warrants only that it has made application to the Companies Registry for registration of that name, and that registration has been permitted by the Companies Registry on the basis of his view that at the time of registration it did not conflict with a name of any other company at the time on the Companies Registry.

9.3 TL does not warrant that the use of the company name will not conflict with the rights of currently operating businesses, and in particular TL does not warrant that the use of the name may not give rise to actions for passing off, or for infringement of any other proprietary or legal right. TL has not investigated and cannot investigate the possibility of the existence of conflicting rights and the Client accepts sole responsibility for meeting all and any claims of any kind whatsoever arising out of the use of the company name, and agrees to indemnify TL in respect of any costs, expenses or damages it suffers or for which it is held liable as a result of any such claims.

10. Exclusions from the Services

10.1 The Services that TL provides to the Client may involve tax or legal implications or necessitate the consideration of tax planning strategies. TL is not qualified to advise and is not providing advice to the Client on the legal or tax implications of the Services. IN PARTICULAR PLEASE NOTE THAT TL DOES NOT ADVISE ON THE FOLLOWING:

(a) ACCOUNTANCY ISSUES INCLUDING TAXATION MATTERS;

(b) INSURANCE; AND

(c) LEGAL ISSUES.

It is important that the Client always seeks advice from other professionals in these areas. TL is willing to introduce the Client to appropriately qualified professionals but the Client must instruct such persons to advise it.

11. Company Formation Service

11.1 New Company Formation (new company, not currently existing)

(a) The Company Formation Service must be paid for in advance by the payment of the appropriate Fee and Disbursements.

(b) The Client shall provide all the relevant details and complete the relevant documentation for the formation of a new company with the Order ('Company Formation Information'). The relevant details and documentation required are set out at www.turnerlittle.com and www.turnerlittle.co.uk. The Client recognises and acknowledges that:

(i) TL shall use and rely on the Company Formation Information to apply for the formation of the company; and

(ii) if all the Company Formation Information is not provided at the time the Client places the Order for the Company Formation Service, the Services may be delayed (and, in some cases, by the time all Company Formation Information is provided, the name of the company chosen by the Client may have been taken by another person) and TL shall have no liability in those circumstances.

(c) Unless agreed otherwise, TL shall apply for the formation of a new company as soon as possible on receipt of the Order, TL's acceptance of the Order and the payment of the relevant Fee and Disbursements and all the relevant Company Formation Information, save that TL shall not require advance payment of the relevant Fee and Disbursements from Account Holders.

(d) The Client recognises and acknowledges that:

(i) the application for the formation of a company does not mean that the application will be accepted by the Companies Registry and/or that the Companies Registry will register the formation of the new company; and

(ii) the registration of a new company will not mean that the new company or its name will not infringe or breach some other law, benefit or right (such as infringing a trade mark or domain name), or permit the Client to register a trade mark or domain name with the same or similar name as the new company.

11.2 Off-the-Shelf Company formation

(a) If the Client wishes to utilise an Off-the-Shelf Company, clause 11.1 shall apply except that references to the application for the formation of a new company shall mean that TL shall be notifying the Companies Registry as to the change in ownership, change of directors (and if applicable company secretary) and change of name (if any) of an already existing company.

(b) TL shall only provide an Off-the-Shelf Company which has not traded before
(unless otherwise described by TL).

(c) TL believes that the Off-the-Shelf Company remains in good standing at the time it is the subject of the Service.

11.3 In respect of Company Formation Services, TL shall not carry out the following (with the exception of Account Holders) unless the Client has included such Services in the Order or has subsequently requested TL to provide such Services in writing and paid the applicable Fee:

(a) Filing or applying for trade marks or domain names;

(b) Applying for VAT registration;

(c) Opening bank accounts for the company formed;

(d) Providing company secretarial services, or providing the registered office for the company formed; and

Preparing or filing any documentation or information subsequent to the formation of the company including but not limited to the new company's registers, annual return, accounts etc.

12. Banking Facilities including Credit Cards and Charge Cards

Where TL provide banking services for Client or Client Company the following shall apply:

12.1 TL is acting only as intermediary in relation to provision of banking facilities whether as part of Company Formation Services or on a personal basis. The Client accepts that TL makes no guarantee of being able to arrange such facilities and accepts that the arrangement of the 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 TL has used reasonable endeavours to arrange banking but the Client has been rejected by the bank for any reason whatsoever then TL shall be deemed to have provided the Service in relation to banking to the full satisfaction of the Client.

12.2 TL is not a bank nor does it purport to be a bank or a provider of banking services.

12.3 TL 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.

12.4 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 TL makes no representation to the Client as to the terms and conditions which may be applied by any bank or other financial institution.

12.5 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. Officers of your Company

Where TL arrange the appointment of directors and/or company secretary (Officers) for Client Company the following shall apply:

13.1 The Officers shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management of Client 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 TL and 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 TL or the Officers.

13.2 TL 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 Client 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 Client Company.

13.3 The Client shall at all times indemnify and keep indemnified the Officers or TL 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 and TL shall be guilty of personal dishonesty.

13.4 The Client acknowledges and understands that Officers may incur personal liabilities if certain statutory obligations relating to Client 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 TL or any subsidiary thereof its attorney and agent for the purpose of appointing the Client as director and/or company secretary in their place.

13.5 TL must be notified in writing sent recorded delivery to TL's address if the Client wishes to remove TL or its subsidiary or nominee as an Officer of Client Company. For the avoidance of doubt the changing of an Officer by the Client or any third party other than TL shall not be construed as having give notice of cancellation of the Service or a request to resign to TL or its subsidiary or nominee and TL shall continue to charge for the Officer until such time as properly notified of cancellation of the Service by the Client in accordance with this clause 13.5.

14. Nominee Shareholder

Where TL arrange for the appointment of an individual or corporate entity to act as the beneficial owner of Client Company (Nominee Shareholder) the following shall apply:

14.1 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 Client 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.

14.2 TL 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 Client 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 Client Company.

14.3 The Client shall at all times indemnify and keep indemnified TL and 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. TL 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.

14.4 The Client acknowledges and understands that the Nominee Shareholder may incur personal liabilities if certain statutory obligations relating Client 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 Nominee Shareholder shall be entitled to transfer their nominee beneficial shareholding and the Client hereby irrevocably and unconditionally appoints TL 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.

15. Company Secretarial Services

15.1 TL will only provide company secretarial services where TL is appointed as company secretary to the Client or Client Company and, except in the case of companies registered in Scotland, TL are providing the Registered Office Service to the Client or the Client Company.

15.2 Where TL provide company secretarial services (Company Secretarial Service) for Client or Client Company the following shall apply.

The Company Secretarial Service:

(a) is supplied by TL for a period of one year, renewal on the anniversary of the date on which TL started to provide the Company Secretarial Services;

(b) requires the payment of the Fee for this Service in advance, with the exception of Account Holders; and

(c) is designed only for private limited companies formed in England, Wales and Scotland.

15.3 If the Client has chosen and paid for the Company Secretarial Service, then TL shall:

(a) carry out the following tasks and services:-

(i) maintain and keep up to date the Client Company’s statutory register in accordance with instructions
from Client;

(ii) filing of the annual return;

(iii) responding to enquiries received within 60 days of incorporation of the company
from HMRC and Companies Registry;

(iv) issuing share certificates in respect of subscriber shares; and

(v) issue reminders to the Client when filing dates will be due.

(b) not carry out the following tasks and services, (with the exception of Account Holders) unless the Client has paid the Fee for such Services:

(i) prepare board and shareholder resolutions;

(ii) prepare and circulate minutes of meetings;

(iii) prepare and circulate notices of board and shareholder meetings;

(iv) file statutory notices (e.g. on change of registered office, company name, appointment and resignation
of company officers etc.); and

(v) filing resolutions (including special resolutions).

(c) not carry out the following tasks and services:-

(i) preparing or filing the Client Company’s accounts;

(ii) paying the Disbursements (unless the Client provides cleared funds to enable TL to do so and
TL has agreed to do so); and

(iii) attending meetings of board of directors or shareholders of the Client Company.

15.4 The Company Secretarial Service does not include the appointment of TL as a company secretary of the Client Company. This is a separate Service for which the Client is required to pay a separate Fee.

15.5 During any period in which TL is providing the Company Secretarial Service for the Client Company, the Client authorises TL to make any required Application to any government or regulatory authority or other third party on behalf of the Client or the Client Company (as appropriate).

16. Registered Office Service

Where TL provides registered office services (Registered Office Service) for Client Company the following shall apply:

16.1 The Registered Office Service:

(a) is supplied by TL for a period of one year, renewal on the anniversary of the commencement date;

(b) requires the payment of the Fee and Post Costs (as defined below) for this Service in advance, with the exception of Account Holders; and

(c) is designed only for private limited companies formed in England and Wales.

16.2 If the Client has chosen and paid for the Registered Office Service, then TL shall:

(a) Register the office or location of TL as the registered office of the Client Company;

(b) Comply with the requirements of the Companies Act 2006 in regard to the maintenance of a registered office;

(c) Permit inspection of the company registers of the Client Company (to the extent required by law);

(d) Reserve the right acting as Company Secretary of the Client Company to open all communications sent to it which are addressed to the Client Company including:

(i) All official correspondence, notices of proceedings (or intended proceedings); and

(ii) Documentation which is specifically addressed to the Client Company’s registered office. For the avoidance of doubt TL will not deal with any communications other than those listed in this sub clause (d); and

(iii) TL reserves the right to discard such communications as it reasonably considers, acting in its sole discretion, to be unwanted marketing materials; and

(e) Subject to receiving advance payment of Post Costs, forwarding all communications coming within the category of (i) and (ii) of sub clause 16.2(d) on to the Client Company, to such addresses as the Client may specify. TL shall use its reasonable endeavours to forward such communications within two working days of it being received by TL.

16.3 The Client Company shall provide to TL the Client Company’s company registers (to enable them to be inspected by those entitled to do so). TL shall be responsible for making the company registers available for inspection if TL is providing the Company Secretarial Service. Whichever applies, the Client will be responsible for keeping the Client Company’s registers up to date.

16.4 If a person wishes to inspect the company registers of the Client Company, the Client acknowledges and agrees that TL may determine whether a fee is charged for inspection and the level of the fee at TL’s discretion. Any fees received by TL will be retained by TL.

16.5 TL shall be free to change the place of the registered office from time to time. TL shall provide reasonable notice of such change to the Client.

16.6 If either party terminates the Contract for the provision of the Registered Office Service or the Client does not renew or pay for further period of the Registered Office Service, then the Client shall be responsible for notifying governmental and regulatory authorities and other third parties of the location of the new registered office as well as notifying TL.

16.7 After termination of the Registered Office Service (and the notification of the change in the registered office of the Client with the relevant governmental or regulatory authority) TL shall not send any further communications TL receives to the Client (except for the period required under law). For a period of one month after termination of the Registered Office Service, the Client may collect any communications in person from TL.

16.8 TL shall charge the Client for the cost of postage used in sending communications it receives on to the Client plus a fee for dealing with each communication. The fee is set out in the tariff of charges of TL as set out on TL’s website. In addition to paying the Fee for the provision of the Registered Office Services, the Client shall pay a deposit to cover postage and fees (Post Costs). The Post Costs shall be payable at the same time as the Fee for the provision for the Registered Office Service. TL shall have the right to require the Client to pay further Post Costs (up to the amount set at the time the Client paid the Fee for the Registered Office Service). If the Client does not pay the Post Costs (or pay further Post Costs when demanded), TL shall have the right not to send any communications it receives to the Client until payment is received (although the Client shall have the right to collect in person, during normal working hours, any communications received by TL).

17. Trademarks

Where TL provides trademark services the following shall apply:

17.1 With the exception of Account Holders, the Service must be paid for in advance by the payment of the appropriate Fee and Disbursements.

17.2 The Client shall provide all the relevant details and complete the relevant documentation for the registration of a new trademark name and/or logo with the Order ('Trademark Registration Information'). The relevant details and documentation required are set out at www.turnerlittle.com or www.turnerlittle.co.uk. The Client recognises and acknowledges that:

(i) TL shall use and rely on the Trademark Registration Information to apply for the registration of the trademark and

(ii) if all the Trademark Registration Information is not provided at the time the Client places the Order, the Service may be delayed (and, in some cases, by the time all Trademark Registration Information is provided, the name of the trademark and/or logo chosen by the Client may have been taken by another person) and TL shall have no liability in those circumstances.

17.3 Unless agreed otherwise, TL shall apply for the registration of a new trademark name and/or logo as soon as possible on receipt of the Order, TL's acceptance of the Order and the payment of the relevant Fee and Disbursements and all the relevant Trademark Registration Information save that TL shall not require advance payment of the relevant Fee and Disbursements from Account Holders.

17.4 The Client recognises and acknowledges that:

(i) the application for the registration of a trademark name and/or logo does not mean that the application will be accepted by the Intellectual Property Office and/or that the Intellectual Property Office will register the new trademark name and/or logo; and

(ii) the registration of a new trademark name and/or logo will not mean that the new trademark name and/or logo will not infringe or breach some other law, benefit or right.

17.5 Where a trademark name and/or logo is selected by the Client for registration for whatever reason, TL warrants only that it will make application to the Intellectual Property Office for the registration of that name and/or logo, and that if registration is permitted, it is permitted by the Intellectual Property Office on the basis of its view that it will not conflict with the name and/or logo of any other company within the same class of trademark at that time of registration on the Intellectual Property Office.

17.6 TL does not warrant that the use of the trademark name and/or logo will not conflict with the rights of currently operating businesses, and in particular TL does not warrant that the use of the trademark name and/or logo may not give rise to actions for passing off, or for infringement of any other proprietary or legal right. TL has not investigated and cannot investigate the possibility of the existence of conflicting rights and the Client accepts sole responsibility for meeting all and any claims of any kind whatsoever arising out of the use of the trademark name and/or logo, and agrees to indemnify TL in respect of any costs, expenses or damages it suffers or for which it is held liable as a result of any such claims.

17.7 Upon the registration of a trademark name and/or logo, an authenticated certificate will be sent to the Client. The original certificate is a legal binding document and any copying of the certificate will be treated as a copy.

17.8 If Client pays Fees and Disbursements, if applicable, for the combined search and registration service and the results obtained by TL from the search suggest that the registration of the Clients intended trademark is not probable; at the request of the Client, TL shall refund to Client the Fees and Disbursements, if applicable, paid for the trademark registration service.

18. Trusts and Trustee Services

Where TL arrange the appointment of trustees (Trustees) to a trust (Trust) for Client the following shall apply:

18.1 The Trustees shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management of the Trust 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 TL and the Trustees 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 TL or the Trustees.

18.2 TL shall procure the resignation and replacement of the Trustees upon receipt of a written request from the beneficiaries.

18.3 The Client shall at all times indemnify and keep indemnified the Trustees or TL in respect of all actions, claims and demands, losses and costs made against or suffered or incurred by the Trustees in the exercise or purported exercise of their duties unless the Trustees and TL shall be guilty of personal dishonesty.

18.4 The Client acknowledges and understands that Trustees may incur personal liabilities if certain statutory obligations relating to the Trust 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 Trustees shall be entitled to resign their position and withdraw their services and the Client hereby irrevocably and unconditionally appoints TL or any subsidiary thereof its attorney and agent for the purpose of appointing the Client as trustee in their place.

18.5 TL must be notified in writing sent recorded delivery to TL's address if the Client wishes to remove TL or its subsidiary or nominee as a Trustees of Trust. For the avoidance of doubt the changing of a Trustee by the Client or any third party other than TL shall not be construed as having given notice of cancellation of the Service or a request to resign to TL or its subsidiary or nominee and TL shall continue to charge for the Trustee until such time as properly notified of cancellation of the Service by the Client in accordance with this clause 18.4.

19. Credit Analysis and Credit Repair

Where TL provides credit analysis and/or credit repair services the following shall apply:

19.1 Credit Analysis

(a) After sending an Order Acceptance TL will send the Client a letter of authority, which provides the Client’s written authority for TL to request and be supplied with a copy of any credit file held by the Client (Letter of Authority), which the Client is required to sign and return to TL.

(b) Upon receipt of the signed Letter of Authority and payment of the Fee, and not before, TL will obtain an up to date copy of all credit files held by credit reference agencies relating to the Client or its address.

(c) Upon receipt of the credit file, TL will carry out an analysis of the credit file and will report to the Client once completed (Report).

(d) Unless otherwise agreed:

(i) the Client will be entitled to one copy of the Report provided by TL;

(ii) the Client will not be entitled to publish the Report (or sell or make the report available to third parties), or allow any other person to do so;

(iii) the copyright and database right (and all other intellectual property rights) in the Report (or any other material created or prepared, whether or not provided to the Client, by TL in performing the Service) shall belong to TL.

(iv) TL will not be able to remove information from the Client’s credit file that has been properly recorded or where the matter is undischarged.

19.2 Credit Repair

Such services cannot be ordered via our site. Please contact TL directly to discuss your requirements.

20. Mail Forwarding

Where TL provides mail forwarding services (Mail Forwarding Service) for Client or Client Company the following shall apply:

20.1 The Mail Forwarding Service:

(a) is supplied by TL for a period of one year, renewable on the anniversary of the commencement date; and

(b) requires the payment of the Fee and Post Costs for this Service in advance, with the exception of Account Holders.

20.2 If the Client has chosen and paid for the Mail Forwarding Service, then TL shall:

(a) Register the office or location of TL as the mailing address of the Client;

(b) Reserve the right to open all communications sent to it which are addressed to the Client;

(c) Subject to receiving advance payment of Post Costs, forwarding all communications which are addressed to the Client on to the Client, to such address as the Client may specify. TL shall use its reasonable endeavours to forward such communications within two working days of it being received by TL.

20.3 If the Client terminates the Contract for the provision of the Mail Forwarding Office Service or the Client does not renew or pay for further period of the Registered Office Service, then any Fees paid shall be non-refundable.

20.4 After termination of the Mail Forwarding Service TL shall not send any further communications TL receives to the Client. For a period of one month after termination of the Mail Forwarding Service, the Client may collect any communications in person from TL.

20.5 The Post Costs shall be payable at the same time as the Fee for the provision for the Mail Forwarding Service. TL shall have the right to require the Client to pay further Post Costs (up to the amount set at the time the Client paid the Fee for the Registered Office Service). If the Client does not pay the Post Costs (or pay further Post Costs when demanded), TL shall have the right not to send any communications it receives to the Client until payment is received (although the Client shall have the right to collect in person, during normal working hours, any communications received by TL).

21. Money Laundering Regulations

21.1 Until such time as the Client and any other party to the transaction (including directors or shareholders of the Client) as TL deem necessary have satisfactorily passed the MLR checks carried out by TL then TL shall not release any documentation relating to the Services to the Client.

21.2 In the event that on completion of the MLR checks undertaken by TL, TL are unable to verify the identity of the Client or any other party to the transaction (including directors or shareholders of the Client) and the Client refuses or unreasonably delays in producing information to verify identity as requested by TL then TL reserve the right to treat the Client’s actions as a repudiatory breach of contract. In these circumstances any Fee paid by the Client to TL shall be retained by TL as damages for the Client’s breach of contract.

21.3 In the event that TL agree in its absolute discretion that the Client is entitled to a refund of Fees (in full or in part) then no refund of Fees shall be made until such time as the identity of the Client or any other party to the transaction (including directors or shareholders of the Client) as TL deem necessary to be subject to MLR checks, has been established to TL’s satisfaction.

22. Fees and Payment of Fees

22.1 The payment of the relevant Fees (and Disbursements and/or Post Costs) for the Services ordered shall be made by the Client to TL at the time the Services are ordered and in advance of the performance of the Services unless the Services ordered are from an Account Holder.

22.2 The Client shall pay TL’s charges for the Services at the rates prevailing from time to time as stated on TL’s site.

22.3 Except where specifically stated to include VAT, all amounts are exclusive of VAT and any other applicable taxes, which will be charged in addition at the rate in force at the time the Client is required to make payment.

22.4 For Account Holders, invoices are due for payment 30 days from their date. If the Account Holder does not make a payment by any due date or the date stated in an invoice or as otherwise provided for in the Contract, TL shall be entitled to:

(a) charge interest on the outstanding amount at the rate of 4% per year above the base lending rate of HSBC Bank plc, accruing daily;

(b) require the Account Holder to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

(c) not perform any further Services (or any part of the Services).

23. Data Protection

23.1 The Client and any other party to the transaction (including directors or shareholders of the Client) hereby consents to TL collecting and processing their ‘personal data’ (as defined in the Data Protection Act 1998) and if required for the performance of the Services to transfer their personal data to countries outside of the European Economic Area (EEA) which may have laws which give less protection to an individual’s personal data than the laws of the UK.

23.2 The Client is advised to read:

(a) TL’s privacy policy which sets out how TL collect, use and process personal data; and

(b) TL’s cookies policy which sets out how TL recognises the different uses of the website and counts the number of online visitors.

(c) TL's terms of use policy which governs the correct and acceptable use of the site

 

24. Confidentiality

24.1 TL shall keep the confidential information of the Client which is disclosed to TL in relation to the performance of the Services confidential and secret. TL shall only use the confidential information of the Client for the Services and for performing TL’s obligations under the Contract. TL shall inform its officers, employees and agents of its obligations under the provisions of this clause 24, and ensure that TL’s officers, employees and agents meet the obligations.

24.2 The obligations of clause 24 shall not apply to any information which:

(a) was known or in the possession of TL before it was provided to TL by the Client;

(b) is, or becomes, publicly available through no fault of TL;

(c) is provided to TL without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(d) was developed by TL (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Client; or

(e) is required to be disclosed by order of a court of competent jurisdiction or any governmental organisation with powers to require TL to disclose information held by TL on the Client or the Client Company; or

(f)that TL is required to disclose to comply with MLR.

24.3 This clause 24 shall survive termination of the Contract for a period of 3 years.

25. Use of Sub-Contractors

25.1 TL is permitted to use other persons to provide some or all of the Services.

25.2 TL shall be responsible for the work of a sub-contractor to the same standard as stated in the Contract. 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 Contract. 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 are more restrictive or exclusory than the provisions of this Contract, the Parties agree that for work provided by a sub-contractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of this Contract.

26. Warranties and Indemnities

26.1TL warrants that it will use reasonable care and skill in performing the Services and the Services will be performed to the standard generally accepted within the industry, sector or profession in which TL operates for the type of Services provided by TL.

26.2 TL warrants that any company supplied by it pursuant to an Order placed by a Client (except where otherwise agreed by written authorisation of a director of the Company) is free of charges, duly incorporated and has not traded.

26.3 If TL performs the Services (or any part of the Services) negligently or materially in breach of this Contract, then if requested by the Client, TL will re-perform the relevant part of the Services. The Client's request must be made within 14 days of the date TL completed performing the Services.

26.4 TL 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 Contract or elsewhere.

26.5 The Client shall indemnify and hold harmless TL from and against all Claims and Losses arising from loss, damage, liability, injury to TL, 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 TL, its employees or consultants, or supplied to TL by the Client within or without the scope of this Contract. '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.

26.6 Each of the Parties acknowledges that, in entering into the Contract, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Contract, and any conditions, warranties or other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law. Nothing in the Contract excludes liability for fraud.

27. Liability

27.1 This clause 27 sets out the entire financial liability of TL (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:

(a) any breach of the Contract;

(b) any use made by the Client of the Services, or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

27.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

27.3 Nothing in the Contract limits or excludes the liability of TL:

(a) for death or personal injury resulting from negligence; or

(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by TL.

27.4 Subject to clause 27.2 and clause 27.3

(a) TL shall not be liable for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill and/or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss of corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b) TL’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the Fees paid for the Services plus damages limited to 50% of the same amount for any additional costs directly reasonably and necessarily incurred by the Client in obtaining alternative services.

28. General

28.1 Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract 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 the Contract by written notice to the other party.

28.2 We have the right to revise and amend these Conditions from time to time. You will be subject to the policies and terms and conditions in force at the time that you order from us, unless any change to those policies or these Conditions is required to be made by law or governmental authority (in which case it will apply to Orders previously placed by you), or if we notify you of the change to those policies or these Conditions before we send you the Order Acceptance (in which case we have the right to assume that you have accepted the change to the Conditions, unless you notify us to the contrary within seven working days of receipt by you of the Service).

28.3 Subject to clause 25 and the following sentence, neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Contract without the prior written agreement of the other party. A party may, however, assign and transfer all its rights and obligations under the Contract to any person to which it transfers all or part of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under the Contract.

28.4 This Contract contains the whole agreement between the parties in respect of the Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into the Contract. Nothing in the Contract excludes liability for fraud.

28.5 No failure or delay by TL in exercising any right, power or privilege under the Contract 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 the Contract are cumulative and not exclusive of any rights and remedies provided by law.

28.6 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 the Contract. Except where otherwise agreed in these terms and conditions neither party shall have, nor represent that it has, any authority to make any commitments on the other party's behalf.

28.7 Each Client shall at TL’s request and at its own expense execute and do any deeds and other things reasonably necessary to carry out the provisions of the Contract or to make it easier to enforce.

28.8 If any provision of the Contract 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 the Contract 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 the Contract.

29. Rights of Third Parties

A person who is not a party to the Contract shall not have any rights under or in connection with it.

30. Notices

30.1 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party.

30.2 Any notice shall be deemed to have been duly received if delivered personally, when left at the address, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second working day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

30.3 This clause 30 shall not apply to the service of any proceedings or other documents in any legal action.

30.4 A notice required to be given under the Contract shall not be validly served if sent by e-mail.

31. Governing Law and Jurisdiction

31.1 The Contract, 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.

31.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims). The parties’ submission to this jurisdiction does not limit the rights of TL to commence any proceedings arising out of this Agreement in any other jurisdiction it may consider appropriate.

Terms of Website Use

Turner Little - Terms of Website Use.This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website http://www.turnerlittle.com (our site), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.

Information About Us

http://www.turnerlittle.com is a site operated by Turner Little Limited ("We"). We are registered in England and Wales under company number 3490752 and have our registered office at Fanshawe House, Pioneer Business Park, Amy Johnson Way, York, YO30 4TN.

Accessing Our Site

Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

Intellectual Property Rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Reliance on Information Posted

Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

Our Site Changes Regularly

We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

Our Liability

The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Information About You and Your Visits to Our Site

We process information about you in accordance with our privacy policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

Transactions Concluded Through Our Site

Contracts for the supply of services formed through our site or as a result of visits made by you are governed by our terms and conditions.

Uploading Material to Our Site

Whenever you make use of a feature that allows you to upload material to our site, you must comply with the content standards set out in this policy. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.

Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.

Viruses, Hacking & Other Offences

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

Linking to Our Site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice.

If you wish to make any use of material on our site other than that set out above, please address your request to enquiries@turnerlittle.com.

Links from Our Site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Jurisdiction and Applicable Law

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These terms of use and any dispute or claim arising out of or in connection with them or their 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.

Variations

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

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