Standard conditions of business

1. Scope

These Standard Terms apply to the supply of all products and services by ch presenters Limited except software products, unless we otherwise agree in writing.

2. Agency

We accept orders and instructions only on the basis that those instructing us do so as principals and are liable directly to us for payment of our account.

3. Use of third party contractors

We may, as your agent, directly or through an intermediary ask another contractor (“Third Party Contractor”) to carry out some or all of any work which you instruct us to carry out for you. We shall pay the charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We will take all reasonable care in selecting and instructing a Third Party Contractor. However, we have no control over the activities of a Third Party Contractor and therefore accept no responsibility for the services provided to you by that Third Party Contractor or for any errors or omissions in its work or products.

4. Adequacy of instructions

We provide services only on the basis that those instructing us give us all proper, necessary and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and that those instructing us indemnify us accordingly.

5. Printing and publication

We accept material for printing and/or publication on the basis that those submitting the material are responsible for ensuring it is free from defamatory matter and does not infringe copyright or any other third party rights, and that those instructing us indemnify us accordingly.

6. Third party reliance

Our services, including search reports and information services, are provided solely for the use of our client and that client’s own client on whose behalf the work has been commissioned and shall not be used or relied upon by any other third party.

7. Delivery of products and services

Products are delivered using first class post, fax or email (as appropriate), unless otherwise stated. Where you request an alternative method of delivery, you must meet those costs. Services are provided using reasonable skill and care.

The description and price of goods and services and delivery details will be provided in the confirmation of order and/or invoice despatched with the product or service. Products and services will be provided in accordance with the timescales set out in the Consumer Protection (Distance Selling) Regulations 2000 unless otherwise agreed with you.

We may require cash payment in advance before providing any goods or services. Where we have agreed credit terms for you our invoices are due for payment 30 days from their date. We reserve the right to charge for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.

9. Search and other reports

We accept no responsibility for the accuracy of any part of any search or other reports where it is apparent that it is not derived from information in a public register, or for any inaccuracy, omission or other error in any public register upon which our search or report is based.

10. Non completion of services

Where you instruct us to undertake any service, you will be responsible for our costs in providing that service whether or not it proceeds to its conclusion.

11. Right to cancel

Under the terms of the Consumer Protection (Distance Selling) Regulations 2000 you may have the right to cancel the contract between us within 7 working days of the day after the date on which you receive any product from us or the date on which the contract for the provision of services is concluded. This right to cancel does not apply to products which have been personalised or made or supplied to your specifications or to services once performance of those services has started with your approval.

Where we provide a product to you, if you cancel you must return the product to us, at your own cost, in its original condition.

12. Liability

Except in respect of claims for death or personal injury resulting from negligence or as otherwise prohibited by law, our liability for loss or damage (direct, indirect or consequential) including all loss of profit or business arising out of any single claim, event, or series of related claims or events (including claims based on negligence) shall not exceed £100.

13. Data protection

ch presenters will use personal information which we hold about you to provide our services and products to you, for credit control and market research purposes and to inform you about our services and products, legal developments and training sessions or events which we believe may be of interest to you. We may share your personal information with other companies in our group, for any of the above purposes.

In order to provide services to you we may be required to pass your personal information to parties located outside of the European Economic Area in countries which do not have data protection laws equivalent to those in the UK. Where this is the case we will take reasonable steps to ensure the privacy of your information. Except in the situations listed above or as required or allowed by law or other regulation, we will not pass, disclose, rent or sell your personal information (other than any personal information which is already publicly available and which is incorporated into our search products) to any third party without your prior consent.

If you do not wish to receive information from us please write to the Head of Marketing, ch presenters Limited, 21 Vincent Court Green Lane London NW4 2AN marking the envelope ‘Data Protection’.

You have the right, by written request and on payment of a small fee, to a copy of any personal data (as defined in the Data Protection Act 1998) which we hold about you.

14. Due diligence

In certain circumstances we are required by law to collect evidence of identity from our clients. If you fail to supply any due diligence which we request we will be unable to provide services to you.

15. Customer services

If you are unhappy with any aspect of our service, please contact the Head of Marketing. 21 Vincent Court Green Lane London NW4 2AN Any complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion.

16. Changes to Standard Terms

We reserve the right to make changes to these Standard Terms from time to time.

17. Jurisdiction

Contracts between us will be concluded in the English language and our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.

Special terms for use of EI Software

1. EI software

EI or Web Filing is an internet/online resource which enables you to use the company formation, filing and secretarial facilities described in the latest version of our efiling package.

2. Access to our web filing software

All access to EI is subject to these terms and our standard conditions of business attached (together called the “Online Terms”).

3. User Names and Passwords

We will supply you with a User Name(s) and Password(s). You will need these to access our EI software. They will be used by us to identify your use of EI and to control access to documents and records created by you. You must keep them confidential, not permit their use by any person outside your organisation and notify us immediately on your becoming aware of their loss, unauthorised use or disclosure.

4. Provision of EI

is a facility for your use. We will provide reasonable assistance by telephone in your use of the EI facility but we do not check or monitor your use of EI does not include advice or assistance in legal or company secretarial matters. We may amend EI from time to time and publicise changes in our web site. EI will generally be available at least throughout usual business hours but access may sometimes be restricted or denied for maintenance, up-dating or other technical reasons. We do not accept responsibility for any telecommunications systems or other failures outside our reasonable control. We reserve the right to discontinue or suspend access to EI at any time. EI does not include any rights to use our materials or databases except as reasonably required in connection with companies formed or administered or proposed to be formed or administered using EI.

5. Your use of EI web based software

You will be responsible for any use of EI made using your allocated User Name(s) and Password(s) until we receive notice from you to the contrary. In particular you must ensure that selections made by you from EI are appropriate for your requirements and that all data entered by you is accurate and complete and you are responsible for the formulation and interpretation of your company name availability searches. You will ensure for us all rights necessary for the processing of the data and materials which you enter on the EI site and will indemnify us accordingly.

6. Compliance with Laws and Money Laundering Regulations

Laundering Regulations You are responsible for ensuring your compliance with all laws and regulations applicable in connection with your use of EI. This includes (without limitation) compliance with the Data Protection Act 1998. You also confirm to us that you are bound by the Money Laundering Regulations 1993 and will abide by those Regulations, obtaining and recording where appropriate evidence of identity of third parties for whom you use online formations.

7. Charges

Our charges for the use of EI will be as notified by us from time to time. We may set credit limits regarding the value of Online Formations charges which may be outstanding at any time.

8. Third Party Rights

The Online Terms are not intended to be enforceable by any third party as provided by the Contracts (Rights of Third Parties) Act 1999.

EI terms of business

CH presenters Limited whose Registered Office is at 21 Vincent Court, Green Lane, London NW4 2AN, and the person, company or firm (“the Licensee”) whose name and address as specified in the order form herewith

1. Definitions

In this Agreement the following expressions shall, where the context permits, have the following meanings:

1. “the Package” means the computer software known as “EI” as specified in the order form herewith and includes any alterations, adaptations, enhancements, modifications, updates and additions supplied by or on behalf of CH Presenters Ltd and each and every copy and part thereof;
2. “the Documentation” means the reference, instruction, training and operating manuals, books, guides, information sheets and other materials or documentation supplied by or on behalf of CH Presenters for use in connection with the installation, operation or support of the Package, and includes each and every copy and part thereof;
3. “the Equipment” means the computer equipment to a minimum requirement Pentium 166Mhz, 16Mb memory, HD30MB running Windows 95;
4. “the Authorised Location” means the location stated as the site address on the order form herewith;
5. “Company Legislation” means the Companies Act 1985 and any re-enactment, amendment or replacement thereof or thereto in force from time to time.

2. Licence

1. In consideration of the charges payable to CH Presenters under this Agreement, CH Presenters grants to the Licensee a non-transferable, non-exclusive licence to use the Package and the Documentation on or in conjunction with the Equipment at the Authorised Location on the terms and conditions set out in this Agreement.
2. The Licensee shall be entitled to use the Package on stand-by equipment at a location other than the Authorised Location at any time when the Equipment at the Authorised Location is not operational, provided that the Licensee shall take all necessary steps to ensure that no copy of the Package shall remain at the location of the stand-by equipment after such use by the Licensee. Use of the Package on stand-by equipment shall be at the sole risk of the Licensee who shall indemnify CH Presenters against any loss or damage sustained or incurred by Ch Presenters as a result of such use. CH shall not have any liability under clause 5(b) or clause 8 below in connection with such use.
3. (c) The Licensee’s right to use the Package and the Documentation shall commence on the date of delivery of the Package and the Documentation to the Licensee and shall continue until this Agreement is terminated pursuant to clause 5(c) or clause 7 below.

3. Installation & training

1. The Package has been designed to enable the Licensee to install it himself on the Equipment. If the Licensee requires any assistance in installing the Package, and CH agree to provide the same, the Licensee shall pay to CH such fee(s) as JCH may charge for the provision of such assistance.
2. The operating manual and on-screen help facilities are designed to obviate the need for training. If the Licensee requires any training, and CH agree to provide the same, the Licensee shall pay to CH such fee(s) as CH may charge for the provision of such training.

4. Payment

1. The Licensee shall pay to CH the charges specified in (e) below, plus Value Added Tax or any tax replacing Value Added Tax in accordance with Statute if applicable.
2. Any charges payable by the Licensee under this Agreement shall be paid within thirty (30) days of the date of CH’ invoice for the same unless agree otherwise.
3. If any sum is not paid within fourteen (14) days of the due date then, without prejudice to its other rights and remedies, CH may charge interest on the sum outstanding on a day-to-day basis (before and after judgement) from the due date until the date of payment (both dates inclusive) at the rate of 4% above the base rate of Barclays Bank PLC in force from time to time.
4. In the event of this Agreement being terminated part way through a year no refund of the annual licence and support fee shall be made to the Licensee.
5. On or before the first anniversary and each subsequent anniversary of the first day of the month which this Agreement is dated, during the continuance of the Agreement, such annual licence and support fee as CH may from time to time charge, provided that, unless the number of subscribers to the support service falls below 50 at any time, CH shall not increase the annual licence and support fee for any year by more than the greater of:
   1. 10% of the immediately preceding annual licence and support fee; and
   2. the percentage increase in the Index of Retail Prices between the date of this Agreement and the date of CH’ invoice to the Licensee for the relevant annual licence and support fee.

5. Ownership

The Licensee acknowledges that:

1. the Package and the Documentation and all intellectual property rights (including, but not limited to, copyright) in the Package and in the Documentation, as between the Licensee and CH will remain at all times the property of CH and that the Licensee is entitled to no rights in the Package or in the Documentation other than those expressly granted by this Agreement;
2. should any claim be made against the Licensee alleging that the Package or the Documentation infringes the copyright of a third party in the United Kingdom, CH shall, subject to the other provisions of this Agreement, indemnify the Licensee against the order of any competent court made against the Licensee as the direct result of such infringement, provided that the Licensee immediately notifies CH of any such claim with full particulars thereof, gives CH’ immediate and complete control and assist CH in the defence of such claim and all negotiations, does not prejudice CH’ defence or negotiations, and provided also that the claim does not arise in connection with the act or omission of the Licensee or in connection with the use of the Package in combination with any equipment or in combination with any software not supplied by CH;
3. CH shall have the right to replace or change the Package and/or the Documentation, or to terminate this Agreement in order to avoid infringement;
4. the foregoing states the entire liability of CH to the Licensee in connection with the infringement of intellectual property rights.

6. The licensee’s obligations

The Licensee agrees with CH that:

1. the Licensee shall not make nor permit to be made any copy of the Package (except for back-up purposes) or of the Documentation, nor shall the Licensee use or permit the Package or the Documentation to be used in any way or for any purpose save as expressly permitted in this Agreement;
2. the Package and the Documentation may only be used for the Licensee’s internal business purposes (including the provision of company secretarial services to the Licensee’s clients) and not for any other purpose whatsoever;
3. the Licensee shall treat as confidential and not disclose to any person any information embodied in the Package or the Documentation or imparted to the Licensee in training, nor shall the Licensee supply copies of either the Package or of the Documentation to any person other than to its employees who need to have access to the same for the Licensee’s internal business purposes;
4. except with the prior written consent of CH or in accordance with Clause 2(b) above, the Licensee shall not use or permit the Package to be used except on the Equipment at the Authorised Location;
5. the Licensee shall keep or cause to be kept accurate and complete records of the number of copies of the Package made by the Licensee and of the location of each such copy and of the person or persons responsible for the custody of each copy and, upon request, the Licensee shall make such records available for inspection by CH;
6. the Licensee shall not decompile, reverse engineer or disassemble the Package or combine it with any other software and shall not permit the Package to be decompiled, reverse engineered, disassembled or so combined;
7. the Licensee shall not make nor permit to be made any translation, alteration, adaptation, enhancement, modification, update or addition to the Package without the prior written consent of CH;
8. should the Licensee make any copy of the Package, the media on which that copy is stored shall be the property of CH and the Licensee shall ensure that each such copy bears the proprietary notice of CH;
9. the Licensee shall take all necessary steps to ensure that any person to whom the Package or the Documentation (or their contents) is disclosed or who shall receive training in their use shall be aware of the provisions of sub-clauses (a), (b), (c), (d), (e), (f), (g) and (h) of this Clause and to ensure that that person shall himself comply with each of those provisions;
10. the Licensee shall indemnify CH against any loss or damage suffered by CH arising out of, or as a result of, or in connection with, any breach of or non-compliance with the provisions of this Agreement by the Licensee or by any person who has access to the Package or the Documentation (or their contents) via the Licensee;
11. in the event of the Package or the Documentation being lost or stolen, the Licensee shall immediately notify CH and shall take such steps as CH may reasonably require to recover the Package or the Documentation (as the case may be) and the Licensee shall compensate CH for any loss or damage suffered by CH in connection with such loss or theft;
12. the Licensee shall use only the latest release of the Package supplied to the Licensee pursuant to this Agreement and shall immediately on receipt of a new release from CH, return to CH the previous release of the Package and each and every copy thereof;
13. the Licensee shall ensure that the Package is used only by competent, trained employees;
14. the Licensee shall keep full back-up copies of the Package and of the Licensee’s data in accordance with the best computing practice;
15. the Licensee shall not request, permit or authorise anyone other than CH or its authorised agents to provide any support services in connection with the Package; and
16. the Licensee shall co-operate fully with CH’ staff or agents in the diagnosis of any problems with the Package and shall make available to them all information, facilities and services required by them or CH in connection with the support of the Package.

7. Termination

1. This Agreement may be terminated by either party giving to the other not less than six (6) months’ notice of termination to expire on the first or any subsequent anniversary of the first day of the month on which this Agreement is dated.
2. If the Licensee defaults in payment of any sums payable hereunder or fails to observe and perform any of the terms, provisions or conditions of this Agreement, or if the Licensee shall have a receiver or administrative receiver appointed of it or over any part of its business, assets, or undertaking, or shall pass a resolution for winding-up (except for a bona fide scheme of solvent amalgamation or reconstruction), or if a court shall make an order to that effect, or if the Licensee shall become subject to an administration order, or shall enter into any voluntary arrangement with its creditors, or shall threaten to cease, or actually cease, to carry on business, CH may, at its discretion, suspend the provision of services under this Agreement or determine this Agreement immediately or at the end of such period as CH may decide.
3. Upon the termination of this Agreement the Licensee shall deliver up the Package and the Documentation to CH at the address of CH stated in this Agreement or at such other address as CH may specify.
4. The provisions of clauses 5, 6(c), 6(j), 7(c), 8(b), (c) and (d) and 10 shall survive the termination of this Agreement. The termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision which is expressly, or by implication, intended to come into or to continue in force on or after such termination.

8. Warranty

1. In the event of the Licensee notifying CH that the Package does not perform substantially in accordance with the Documentation and the Licensee giving to CH full details of how the Package so fails to perform during the first three (3) months following delivery of the Package to the Licensee, CH shall, at CH’ own expense, take reasonable steps to make the Package perform substantially in accordance with the Documentation, provided that no alteration, adaptation, enhancement, modification, update or addition has been made to the Package. After the end of that three (3) month period, CH shall have no responsibility for the performance of or the facilities and functions offered by the Package other than pursuant to clause 9 of this Agreement.
2. If CH shall fail to make the Package perform substantially in accordance with the Documentation within a reasonable time of receipt of notice from the Licensee under sub-clause (a) above, CH shall refund to the Licensee all monies paid by the Licensee to CH pursuant to this Agreement. CH’ liability to the Licensee under clause 8(a) of this Agreement shall be limited to the refund of such monies.
3. The Licensee acknowledges that neither the Package nor the Documentation has been prepared to meet the Licensee’s requirements and that it is, therefore, the responsibility of the Licensee to ensure that the Package and the Documentation meet its requirements. CH shall not be liable for any failure of the Package to provide any facility or function or to perform in accordance with any criteria not specified in the Documentation.
4. Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance, merchantability or fitness for purpose of the Package, the media onto which the Package is encoded or the Documentation is given or assumed by CH and all such warranties, conditions, undertakings and terms are hereby excluded.

9. Support

Subject to the Licensee complying with its obligations under this Agreement, CH shall provide the following services to the Licensee:

1. Error Correction

   If the Licensee notifies CH that the Package does not substantially perform in accordance with the Documentation and the Licensee gives CH full details of how the Package so fails to perform, CH shall take reasonable steps to make the Package perform substantially in accordance with the Documentation. The error correction service does not include services in respect of:

   1. defects or errors or failure to perform in accordance with the Documentation resulting from any alteration, adaption, enhancement, modification, update or addition to the Package made by anyone other than CH or its agents specifically authorised by CH to make the same;
   2. any version or release of the Package other than the latest release supplied to the Licensee pursuant to this Agreement;
   3. incorrect use of the Package or operator error;
   4. any fault in the Equipment or other computer software or hardware;
   5. defects or errors or failure to perform substantially in accordance with the Documentation caused by or in connection with the use of the Package on or with any equipment or with any software not supplied by CH.

   The Licensee shall pay CH such fee as CH may charge for any services provided but which are not included in the error correction service, or which CH deems are not necessary.

2. Updates

   The making of such modifications to the Package (excluding any bespoke alterations, adaptations, enhancements, modifications, updates and additions) as CH may from time to time decide to make generally available to its Licensees free of any charge over and above the annual licence and support fee payable hereunder in order to make the Package conform to any changes in Company Legislation, and the provision of such updates and modifications to the Package as CH from time to time may decide to make generally available to its Licensee free of any charge over and above the annual licence and support fee payable hereunder. If the Licensee requires any additional updates or modifications and CH agrees to provide and/or support the same, the Licensee shall pay CH such fee(s) as CH may charge for the provision and support of such additional updates and/or modifications.

3. Hot-Line

   The provision of telephone advice and assistance relating to the use of the Package on such telephone number as CH may from time to time notify to the Licensee between the hours of 9.00 am to 5.00 pm Mondays to Fridays, excluding bank or public holidays.

10. General

1. This Agreement is subject to and shall be construed in accordance with, the Laws of England.
2. Neither any failure, relaxation, forbearance, delay or indulgence by CH in enforcing any of the terms or conditions of this Agreement, nor the granting of time by CH to the Licensee, shall prejudice, affect or restrict the rights, remedies or powers of CH under this Agreement or the general law, and no waiver by CH of any breach of this Agreement shall operate as a waiver of any subsequent or continuing breach.
3. Except in respect of injury to or the death of any person arising from CH’ negligence (for which no limit applies) the liability of CH to the Licensee whether arising in contract, tort (including negligence) or in any other way shall not exceed:-
   1. in respect of damage to tangible property a total of £500 (five hundred pounds); and
   2. in all other respects £100 (one hundred pounds).
4. Notwithstanding anything else in this Agreement, CH shall not be liable to the Licensee for any consequential or indirect loss (except in respect of injury to or the death of any person arising from CH’ negligence) including, without limitation, loss of profits, loss of savings or loss of contracts.
5. This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between them relating to the subject matter of this Agreement. No addition or variation of this Agreement shall be binding upon the parties unless recorded in writing and signed by the duly authorised representative of each party.
6. The Licensee shall not assign or otherwise transfer this Agreement or any of its rights or obligations under it, whether in whole or in part, nor shall the Licensee sub-license the use of the Package or the Documentation. CH may sub-contract, in whole or in part, its obligations under this Agreement.
7. All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address in England as the recipient may designate by notice given in accordance with the provisions of this clause. Any such notice may be delivered personally or sent by pre-paid first class post and shall be deemed to have been served, if by hand, when delivered, or if by first class post, 48 hours after posting.
8. The headings to the clauses to this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
9. Notwithstanding anything else contained in this Agreement, CH shall not be liable for any delays in or failure to perform its obligations under this Agreement if such delay is caused by circumstances beyond its reasonable control including, without limitation, Act of God, the act or omission of any governmental authority, riot, civil commotion, fire, explosion, accident, industrial dispute, war or any act or omission of the Licensee or any third party.
10. If any provision of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law then it shall be deemed omitted and if, as a result, CH becomes liable for loss or damage which would otherwise have been excluded, such liability shall be subject to the remaining clauses of this Agreement.
11. Nothing in this agreement is intended to, or does, confer any right on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.