Terms and Conditions for the Countingup Company Formation Service (formations.countingup.com)

These Terms are intended to explain our obligations as a service provider and Your obligations. Please read them carefully as they are binding on any use of the Service and apply to You from the time that Countingup provides You with access to the Service.

Countingup reserves the right to change these Terms at any time, subject to a 2 months notice and effective upon the publishing of modified Terms to our Website. It is Your responsibility to ensure that You have read, understood and agree to the most recent Terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person or legal entity for whom You are using the Service. You are also deemed to have agreed to these Terms on behalf of any entity for whom You use the Service.

These Terms were last updated on 9 September 2022.

1. Definitions

“Countingup”, “we” or “us” means Counting Limited, which is registered in England and Wales with company number 10729748.
“Service” means the company formation service and other ancillary services offered on our site and where relevant includes any goods supplied by us (the setting up of a company formation through Countingup, mainly the collecting/verification of Data and the filing of Data).
“Website” means the Internet site hosted at the domain countingup.com.
“You” means “the individual using the Service to register a Limited Entity with Companies House through Countingup”. “Your” has a corresponding meaning. This includes any business with which You are associated and on behalf of which You use our site.
“Data” means “any information about You or any nominated Director of the Limited Entity provided to Countingup through the Website”. This includes: first name, last name, address, email address, mobile telephone number, business address, business name, business type, business VAT information.
“Registration Information” means “Data”.
“Confidential Information” means “information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party”.
“Limited Entity” means the business registered or in the process of being registered with Companies House following the use of the Service.
“Director” or “Directors” means the active Director or Directors of the Limited Entity.
“Terms” means these terms and conditions of business, our Privacy Policy, our Cookie Policy and all other instructions to You posted on our site.
“Law” or “Laws” means the laws of England and Wales, subject to the exclusive jurisdiction of the English courts.
“The Anti Money Laundering Legislation” means the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2017 and any regulations or other statutory provisions replacing modifying or amending them from time to time.

2. Use of the Service

Countingup grants You the right to access and use the Service via the Website. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the parties concerned, or any other applicable Laws:

You are over the age of 18 years old.
You are not an undischarged bankrupt (going through a bankruptcy that is still in progress).
You are not currently named on the Disqualified Directors Register as serving an ongoing ban.
You have the requisite authority (other than implicit) to nominate the Director(s) of the Limited Entity and input their Data in the Website in order to use the Service.
You have the requisite authority (other than implicit) to enter into this Agreement on behalf of the Limited Entity and/or the Director(s) of the Limited Entity.
We may revoke or restrict access to the Website without notice subject to this Agreement;

3. Your obligations

1. Access conditions:

You must ensure that the credentials required to access the Service are kept secure and confidential. You must immediately notify Countingup of any unauthorised use of Your credentials or any other breach of security and You must take all other actions that Countingup reasonably deems necessary to maintain or enhance the security of Countingup’s computing systems and networks and Your access to the Services.
As a condition of these Terms, when accessing and using the Services, You must:

i. not attempt to undermine the security or integrity of Countingup’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other End User to use the Services or Website;

iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access;

iv. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or in violation of any Law (including material protected by copyright or trade secrets which You do not have the right to use); and

v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

2. Indemnity:

You indemnify Countingup against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Countingup.

3. Open business account:

Within 7 days of successful incorporation you will open a Countingup Business Current Account, subject to the terms set out in our Business current account agreement.
If Countingup is unable to approve your fully complete application for a Countingup Business Current Account then clause 3.3.1 will not apply.

4. Our obligations

We will exercise reasonable care in compiling our Site, use reasonable efforts to make our site available to You at all times, and take the steps set out in our Privacy Policy to endeavour to secure any personal Data.
On accepting a request for services from You we will acknowledge our acceptance and confirm the details You have supplied us with by way of email. Our acceptance of instructions is deemed to have occurred at the time of our sending the email and not at the time of Your receipt.

5. Price and payment

The Service is free of charge to You subject to You meeting Your obligations, including clause 3.3.1. Failure to meet Your obligations will result in a payment of £100 owed to Countingup to cover the cost of the Service provided to You.

6. What you will receive upon incorporation

Upon notification from Companies House of successful incorporation, Your new limited company will be ready to trade immediately.

You will receive company formation documentation and services as described within the incorporation package advertised on our Website subject to You meeting Your obligations, including clause 3.3.1.

This includes:

PDF of Certificate of Incorporation
PDF of Memorandum & Articles of association

7. Confidentiality and Privacy

1. Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by Law:

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
The provisions of clause 7.1.1 shall not apply to any information which:

i. is or becomes public knowledge other than by a breach of this clause;

ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

iv. is independently developed without access to the Confidential Information.

2. Privacy:

Countingup maintains a Privacy Policy that sets out the parties’ obligations in respect of personal information. You should read that policy and You will be taken to have accepted that policy when You accept these Terms.

8. Intellectual Property

1. General:

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Countingup (or its licensors).

All rights in the design, text, graphics and other material on our site and the selection or arrangement thereof are the copyright of us or other third parties. Permission is granted to electronically copy and print in hard copy portions of our site solely in connection with the acquisition of goods or services through our site. Any other use of materials on our site (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without our prior written permission is strictly prohibited.

2. Ownership:

The Registration Information remains Your property. You grant Countingup a licence to use, copy, transmit, store, and back-up Your Registration Information for the purposes of enabling You to access and use the Service and for any other purpose related to the provision of services to You.

3. Backup:

You must maintain copies of any information input into the Website. Countingup adheres to its best practice policies and procedures to prevent

loss, including a daily system back-up regime, but does not make any guarantees that there will be no loss of Data.

4. Third-party applications:

If You enable third-party applications for use in conjunction with the Website, You acknowledge that Countingup shall not be responsible for any disclosure, modification or deletion of information resulting from any such access by third-party application providers. This includes Registration Information.

9. Warranties and Acknowledgements

1. Authority:

As per 2.4 and 2.5 of these Terms, You warrant that where You have registered to use the Service on behalf of a legal entity or separate individuals, You have the authority to agree to these Terms on behalf of that entity or these individuals and agree that by registering to use the Service You bind the entity on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

2. Acknowledgement:

You acknowledge that:

You are authorised to use the Services and the Website and to access the information and Data available through the Website, including any Data You input into the Website to use the Service. You are also authorised to access the information that is made available to You through Your use of the Website and the Service (whether that information is Your own or that of anyone else).
Countingup has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) You agree that:

i. You are responsible for ensuring that You have the right to do so;

ii. You are responsible for authorising any person who is given access to Data, and you agree that Countingup has no obligation to provide any person access to such Data with or without Your authorisation (subject to 9.1) and may refer any requests for information to You to address.

3. The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.

4. Countingup does not warrant that the use of the Service will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Countingup is not in any way responsible for any such interference or prevention of Your access to or use of the Services.

10. Limitation of Liability

To the maximum extent permitted by Law, Countingup excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
Should a dispute between You and any other Director of the Limited Entity arise regarding access to or use of the Data or the Service, Countingup excludes all liability and responsibility to You in contract, tort (including negligence), or otherwise, for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
Should errors or omission in the company formation information You submit through our Website arise, or for any such company formation application which is subsequently rejected by Companies House, Countingup excludes all liability and responsibility to You in contract, tort (including negligence), or otherwise, for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
Unless evidence exists that this was the result of an error from Countingup, Countingup declines any liability should Your company formation application be delayed or rejected by Companies House. Except in claims relating to death or personal injury resulting from negligence or as otherwise prescribed by Law our liability for any loss or damage (compensatory, direct, indirect or consequential damages, loss of Data, income or profit, loss of or damage to property and claims of third parties) arising out of any single claim will be limited to the value of re-supplying our Site or relevant services to You.
Beyond its obligations to the Data under its Privacy Policy, Countingup does not accept liability for events taking place following the cancellation or expiry of the Services. These include Your company being struck off and/or removed from Companies House’s register.
Countingup does not accept liability for any consequences resulting from Your choice of name for the Limited Entity. It is Your responsibility to ensure that any company name You choose is available for registration and can be lawfully used by You.
Countingup does not accept liability for any consequences or rejections resulting from the appointment of any persons not meeting the legal requirements for company formation. It is Your responsibility to ensure all persons named on the company formation application are eligible to hold their respective positions.
Countingup will use its reasonable endeavours to meet the time estimates given on its Site but these remain estimates and in particular, We accept no responsibility for delay caused by third parties, the need for us to comply with the Anti Money Laundering Regulations or for reasons outside our control (such as the unavailability of the world wide web or for computer systems or telecommunications failure).
Countingup is not obliged to accept any request or to continue to perform any service. We reserve the right to reject any request or to discontinue the performance of any service without liability.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 12.

11. Force Majeure

Countingup shall not be liable to You for any breach of the Terms or any failure to provide or delay in providing our Services through our Site resulting from any event or circumstance beyond our reasonable control including without limitation breakdown of systems or network access, fire, explosion or accident.

12. Termination

You can cancel this agreement at any time by contacting Countingup in writing via support@countingup.com.

Breach:

If You:

i. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

ii. breach any of these Terms and the breach is not capable of being remedied. Countingup may take any or all of the following actions, at its sole discretion:

iii. Terminate this Agreement and Your use of the Services through the Website without disclosing our reason for doing so;

iv. Suspend for any definite or indefinite period of time, Your use of the Services through the Website.

v. File the statutory forms required to terminate the Service if it is cancelled, terminated, or shall expire as a result of failing to make the required payment or comply with the request of ID documents, including (but not limited to) AP01, AP02, AP03, AP04, TM01, TM02, SH01, AD01, AD02, CH01 and CH02.

13. General

1. Entire agreement:

These Terms shall apply to all contracts you make with us. Each time you use our services you are offering to contract with us on the basis of these Terms. All access to our site is subject to these Terms. No other Terms will apply to our supply of goods or services.

We strongly recommend that You seek independent advice before registering a company through us. If You have not yet taken such advice, we would advise doing so.

By accepting these Terms, You are:

i. granting Countingup authorisation to file electronically with Companies House as an authorised person for, and on behalf of, the Limited Entity, the statutory forms required to provide the Service You are agreeing to take under this agreement for the full term of the agreement.

ii. granting Countingup authorisation to

iii. acknowledging that at all times our provision of services is subject to our compliance with the Anti Money Laundering Legislation.

These Terms, together with the Countingup Privacy Policy and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Countingup relating to the Service and the other matters dealt with in these Terms.

2. Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

3. Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control.

We offer no guarantee Your company application will be approved on the same business day as You make Your order.

4. No Assignment:

You may not assign or transfer any rights to any other person without Countingup’s prior written consent.

5. Governing Law and jurisdiction:

These Terms shall be governed by and construed and interpreted in accordance with the Laws of England and Wales. In addition, You and Countingup hereby submit to the exclusive jurisdiction of the courts of England and Wales.

6. Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

7. Notices:

Any notice given under these Terms to You by Countingup will be sent to the email address that You provided when setting up Your access to the Service, and will be deemed to have been given upon transmission. Any notice given

under these Terms to Countingup by You must be submitted in writing via support@countingup.com and will be deemed to have been given upon successful submission.

8. Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

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