Company formations service terms & conditions
Last updated on 9 January 2025
1. Introduction
1.1 These terms and conditions (“Agreement”) governs the supply of the Legal Entity formation service (“Company Formation Service”) provided by Counting Limited, (whose details appear in Clause 16 below, trading as Countingup (“Countingup”, “we”, “us”, “our”) which enables a person to register with us under Clause 3 (“you”, “your”, “Customer”) to form a Legal Entity in the United Kingdom (“UK”). Capitalised terms not defined where they first appear in this Agreement have the meaning given in Clause 2.
1.2 By agreeing the terms of this Agreement you also agree to the terms of:
1.2.1 our Privacy Policy; and
1.2.2 the schedule of Fees payable by you under Clause 7 (Schedule 1).
1.3 You should read this Agreement and each of the above documents before agreeing to them and download a copy for your records.
1.4 This Agreement shall start on the date on which we notify you that your application to register for the Company Formation Service has been accepted under Clause 3.
1.5 This Agreement is concluded in the English language and all communications (including any notices or the information being transmitted) shall be in English. In the event that the Agreement is translated into any other language (whether for the Customer’s convenience or otherwise), the English language text of the Agreement shall prevail.
1.6 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
1.7 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to the exclusive jurisdiction of the courts of England and Wales.
1.8 Any questions regarding the service provided through this Agreement should be directed to us at support@countingup.com (“Customer Support”) unless otherwise advised by us.
2. Definitions
2.1 “Applicable Law” means any law, rules, local enactments of European Directives and regulations applicable to this Agreement or the Company Formation Service, including the Data Protection Laws.
2.2 “Business Day” means any day on which the banks in England, UK, are open for business.
2.3 “Companies House” means the authority with the responsibility for keeping a register of certain legal entities in the UK, in relation to which a website is maintained by the UK government at https://www.gov.uk/government/organisations/companies-house.
2.4 “Data Protection Laws” means the Data Protection Act 1998 and, from 25 May 2018, the General Data Protection Regulation and related Acts and regulations governing the use and processing of personal data by persons established in the UK.
2.5 “Durable Medium” means form which enables you to store the information in a way that is accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.
2.6 “Fees” the fees relating to the Company Formation Service, as set out in Schedule 1, or as otherwise notified to you from time to time in accordance with Clause 7.
2.7 “Legal Entity” means the legal entity you apply to register at Companies House using the Company Formation Service.
2.8 “Term” means the term of this agreement under Clause 10.
2.9 “Website” means our website accessible at https://www.countingup.com.
3. Company Formation Service
3.1 You are eligible to use the Company Formation Service if:You are over the age of 18 years old;
3.1.1 You are not an undischarged bankrupt (going through a bankruptcy that is still in progress);
3.1.2 You are not currently named on the Disqualified Directors Register as serving an ongoing ban;
3.1.3 You have the requisite authority (other than implicit) to nominate the director(s) of the Legal Entity and input their data in the Website in order to use the Company Formation Service;
3.1.4 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;
3.1.5 You are forming a business for lawful purposes;
3.1.6 You are forming a business that meets Countingup’s eligibility criteria (the details of which can be found here.
3.2 Countingup shall supply the Company Formation Service to you during the Term in accordance with the terms and conditions of this Agreement. In countries where Countingup is unable to supply the Company Formation Service directly, Countingup may sub-contract its obligations under the Agreement.
3.3 Countingup shall perform the Company Formation Service with reasonable skill and care.
3.4 Countingup can refuse to act on any instruction that Countingup believes: (i) was unclear; (ii) was not given by or with your authority; (iii) might cause Countingup or any of its partners to breach a legal or other duty; or (iv) involves the use of the Company Formation Service for an illegal purpose.
3.5 Subject to the provisions of Clause 10, unless and until you notify Customer Support that you believe that someone else can use the Company Formation Service by impersonating you:
3.5.1 you will be responsible for any instruction which Countingup receives and acts on, even if it was not given by you; and
3.5.2 Countingup will not be responsible for any unauthorised access to confidential information about you in the Company Formation Service.
3.6 If we believe you have acted fraudulently, or if we believe you have intentionally or with gross negligence failed to keep your means of interacting with us or the Company Formation Service secure and confidential at all times, Countingup will hold you liable.
3.7 Countingup will do all that it reasonably can to prevent unauthorised access to the Company Formation Service. As long as you have not breached the other terms contained in this Clause 3, Countingup will accept liability for any loss or damage to you resulting directly from any unauthorised access to the Company Formation Service (see Clause 10 of this Agreement for limits on Countingup’s liability).
3.8 Except as required by law, Countingup shall not be responsible, and you will be solely responsible, for (a) compiling and retaining permanent records of your use of the Company Formation Service, and (b) reconciling all transaction activity between your own system and the Company Formation Service. Upon the termination of this Agreement for any reason, Countingup shall have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with the Company Formation Service.
3.9 Countingup shall use commercially reasonable endeavours to make the Company Formation Service available to you to initiate Payment Orders under Clause 5.1 at any time, while our Customer Service staff would only be available between 09:00 and 17:00 GMT on each Business Day, except for planned maintenance carried out during the maintenance window indicated in the then current service levels (as published by Countingup from time to time) and unscheduled maintenance, provided that Countingup has used reasonable endeavours to give you notice in accordance with the then current service levels.
3.10 Unless otherwise agreed by Countingup in writing, you acknowledge and agree that you shall (at your own cost) be solely responsible throughout the Term for the provision of all equipment, software, systems and telecommunications facilities which are required to enable you to receive the Company Formation Service.
4. Customer Identification
4.1 The Company Formation Service is regulated for the purposes of anti-money laundering supervision by HM Revenue & Customs, and Countingup is required by law to collect, hold and verify certain information about Customers, which includes identification documents on companies, director(s) and ultimate beneficial owner(s) as well as responsible officers and employees.
4.2 Countingup uses this information to register Customers and administer the Company Formation Service, and to help identify you in the event that there is any breach of security. This information is only kept for as long as is necessary and for the purposes described in accordance with applicable Data Protection Laws.
4.3 You consent to Countingup making the checks described in Clause 4.1 and to the personal information of the owners and/or officers of Customers being disclosed to credit reference agencies and fraud prevention agencies. These agencies may keep a record of the information and a footprint may be left on their credit file, although the footprint will denote that the search was not a credit check and was not carried out in support of a credit application. It is an identity check only, and therefore should have no adverse effect on credit ratings.
5. Using the Company Formation Service
5.1 Upon notification from Countingup of successful account creation and incorporation, your Legal Entity will be ready to trade immediately. You will receive company formation documentation and services as described within the incorporation package advertised on our Website including:
5.1.1 PDF of Certificate of Incorporation
5.1.2 PDF of Memorandum & Articles of association
5.2 Countingup may suspend the processing of any Company Formation where Countingup reasonably believes that it may be fraudulent or involves any criminal activity, until the satisfactory completion of any investigation.
5.3 Countingup may restrict or suspend your use of the Company Formation Service without notice if: Countingup identifies or suspects that suspicious, fraudulent or illegal activities are being carried out in relation to your use of the Company Formation Service; if Countingup believes you have not complied with this Agreement; or in the event of exceptional circumstances which prohibit the normal operation of the Company Formation Service.
5.4 Unless it would be unlawful for us to do so or it is impracticable, where Countingup stops or suspends the use of the Company Formation Service in accordance Clause 5.1 or 5.2, Countingup will notify you of this and our reasons for doing so, by sending an email to the email address you have provided to us. Where it is not possible to notify you before Countingup stops or suspends the Company Formation Service, Countingup will notify you as soon as possible afterwards. We will reinstate your access to the Company Formation Service or execute any suspended Company Formation as soon as practicable after the reasons pursuant to Clause 5.1 or 5.2 no longer apply or exist.
5.5 We have the right to record any telephone calls with each Customer, as well as any use or attempted use of the Company Formation Service and any digital communications with the Customer and, if necessary, to use the recordings as evidence of such calls, sessions or communications.
6. Unauthorised or Defective Company Formations
6.1 If you believe you did not authorise a particular Company Formation or that it was incorrectly carried out, you must contact Customer Support without undue delay, as soon as you notice the problem. Depending on the circumstances, our Customer Support team may require you to provide certain additional information in a specified form.
6.2 In certain circumstances, Countingup may refuse to complete a Company Formation that you have authorised (for example where there are not Sufficient Funds, there is a breach of this Agreement or there is concern regarding fraud or security). Unless it would be unlawful for Countingup to do so, where Countingup refuses to complete a Company Formation for you it will notify you as soon as reasonably practicable that it has been refused and the reasons why it has been refused, together where relevant, with the procedure for correcting any factual errors that led to the refusal. Countingup may charge you for each such notification depending on the circumstances in each case.
6.3 Any dispute arising under this Clause 6 will be dealt with as a complaint under Clause 18.
7. Fees and Payment
7.1 Subject to the terms of any marketing or other promotion that we may run from time to time (which may include the temporary waiver of Fees and/or a deposit on account of Fees that may be refundable in certain circumstances), in consideration of Countingup providing the Company Formation Service, each Customer shall pay to us the Fees specified Schedule 1. The Fees are exclusive of any applicable VAT (or any similar or equivalent tax or imposition), for which you shall be liable.
7.2 We may change our Fees from time to time to reflect legitimate cost increases or reductions in operating the Company Formation Service under this Agreement. We will give you at least 30 days’ notice of any change in our Fees if we are aware that it will impact you, in accordance with Clause 17 (Notices).
7.3 All amounts due to Countingup and unpaid under this Agreement shall become due immediately on its termination.
8. Warranties and Indemnities
8.1 Each party warrants that it has the corporate power and capacity to enter into this Agreement and to perform its obligations under this Agreement.
8.2 The Customer warrants and represents that:
8.2.1 all information provided to Countingup in the course of applying to use the Company Formation Service is true and accurate in every respect and the Customer will keep all such information up to date during the Term; and
8.2.2 the Customer’s use of the Company Formation Service complies with the provisions of this Agreement and all Applicable Laws.
8.3 You shall indemnify Countingup and keep Countingup fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses (including legal fees and expenses), liabilities, demands, proceedings and actions which Countingup may sustain or incur, or which maybe brought or established against it by any person and which in any case arise by reason of:
8.3.1 any breach by you of the terms of this Agreement;
8.3.2 the misuse of the Company Formation Service by you.
9. Limitation of Liability
9.1 This Clause 9 sets out the entire liability of the parties (including any liability for the acts or omissions of their respective employees, agents and sub-contractors) to each other in respect of: any breach of this Agreement; any use made by you of the Company Formation Service or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
9.2 Subject to the provisions of Clause 9.3, in case of an unauthorised Company Formation or a Company Formation that was incorrectly executed due to an error by Countingup, Countingup shall at your request refund the Fee.
9.3 The provisions of Clause 9.2 shall not apply:
9.3.1 where the unauthorised Company Formation arises from any breach of this Agreement you, or your negligence or wilful misconduct;
9.3.2 if you fail to notify Countingup without undue delay of any event that could reasonably be expected to have compromised the security of the Company Formation Service after you have gained knowledge of such event; or
9.3.3 you fail to dispute and bring the unauthorised or incorrectly executed Company Formation to Countingup’s attention under Clause 6.1.
9.4 You acknowledge and accept that:
9.4.1 the Company Formation Service is subject to any constraints or limitations stipulated by any Regulatory Authority or Applicable Law and Countingup’ continued authorisation by the competent Regulatory Authorities and Countingup’ ability to provide crucial elements of the Company Formation Service is dependent on and subject to their continued consent, over which Countingup has no control; and
9.4.2 Countingup’ ability to provide the Company Formation Service depends on the continued provision of essential components provided by HMRC and third party suppliers including but not limited to providers of processing and other services, over which Countingup has no control and for which it shall not be responsible or liable in relation to any loss or damage arising out of any act, omission, failure or delay on the part of such third parties.
9.5 By facilitating Company Formations, Countingup shall not be deemed to have assumed any liability in relation to the Company Formation or the Legal Entity incorporated or the purpose for which it is made.
9.6 Notwithstanding anything else contained in this Agreement except Clause 9.8, neither party shall be liable to the other for any loss of profits, opportunity, business, reputation, data, goodwill or contracts or for any indirect or consequential loss or damage whether arising from negligence, breach of contract or any other cause of action arising out of the subject matter of this agreement.
9.7 Save as provided for in Clause 9.8 below, Countingup’s total liability in any period of 12 months for any damages and/or loss suffered by you under this Agreement shall not exceed a sum equal to the amounts paid in Fees by you in the 12 months (or any shorter time period of 12 months has not elapsed) preceding the date on which the cause of action arose.
9.8 Nothing in this Agreement shall limit or exclude a party’s liability for death or personal injury arising from its negligence, nor for liability for fraud.
9.9 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. In particular, and except as expressly stated in this Agreement, Countingup does not:
9.9.1 make any representations or warranties, express or implied, with respect to merchantability, fitness for a particular purpose or non-infringement;
9.9.2 warrant, represent, undertake or guarantee that you will achieve any level of sales, revenue or profit;
9.9.3 warrant, represent, undertake or guarantee that the Company Formation Service will always be available or operate error-free, or that any errors, omissions or misplacements
10. Term and Termination
10.1 Either party may terminate this agreement by giving at least 7 (seven) days’ notice in writing to the other.
10.2 In addition, either party may terminate this Agreement immediately if the other party:
10.2.1 becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), admits its inability to pay its debts or otherwise becomes insolvent;
10.2.2 has any distraint, execution, attachment, sequestration or similar action taken, levied or enforced against itself or any of its substantial assets, or if any garnishee order is issued or served on the party;
10.2.3 becomes the subject of any petition presented, order made or resolution passed for the liquidation, administration, bankruptcy or dissolution of all or a substantial part of the party’s business, except where solvent amalgamation or reconstruction is proposed on terms previously approved by the non-terminating party;
10.2.4 loses full and unrestricted control over all or part of its assets because of the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer; or
10.2.5 enters into or proposes any composition or arrangement concerning its debts with its creditors (or any class of its creditors).
10.3 Countingup may terminate this Agreement immediately on written notice to the Customer if:
10.3.1 we suspect the Customer or a person related to the Customer of money laundering or terrorist financing;
10.3.2 termination of the Agreement is demanded by a supervision authority (e.g. the Financial Conduct Authority) or another governmental authority;
10.4 Termination of this Agreement shall not prejudice either of the parties’ rights and remedies which have accrued as at termination.
10.5 Upon termination of the Agreement, you shall immediately pay to Countingup all amounts owed by you under the Agreement and Countingup shall immediately pay you all amounts owed to you under the Agreement. Countingup shall be entitled to set-off amounts owed by Countingup to you against amounts owed by you to Countingup.
10.6 Clauses [1, 2, 7, 9, 10, 11, 12, 13, 15, 18 and 20] shall survive termination of this Agreement.
11. Intellectual Property Rights
11.1 All Intellectual Property Rights are and shall remain the exclusive property of the party owning them (or, where applicable, the third party from whom that party’s right to use the Intellectual Property Rights has derived). “Intellectual Property Rights” means patents, trademarks, service marks, logos, trade names, internet domain names, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, rights in designs, rights in get-up, rights in inventions, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world and “registered” includes registrations and applications for registration.
11.2 You shall not, unless expressly authorised by Countingup in writing, rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display or modify the Company Formation Service or any of Countingup’s Intellectual Property Rights comprised or incorporated in the Company Formation Service (“Countingup IPR”) or any portion thereof, or use such Countingup IPR as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on Countingup IPR, nor shall it translate, reverse engineer, decompile or disassemble Countingup IPR.
12. Assignment and sub-contracting
12.1 This Agreement may not be assigned or transferred for any reason by you without the prior written consent of Countingup. Any assignment or transfer in breach of this Clause shall be void.
12.2 This Agreement shall be binding upon the parties and their successors and permitted assigns.
13. Data Protection
13.1 Our Privacy Policy (which is incorporated by reference into this Agreement under Clause 1.3) provides you with the information required by the Data Protection Laws, including details of the personal data about you, your directors and officers, authorised users and beneficial owners that we collect, as well as the purposes and legal bases for processing such personal data.
14. Confidentiality
14.1 The parties hereto agree to keep strictly confidential, and to bind their respective directors, officers and employees to like covenant, the terms of this Agreement and all matters relating thereto disclosed by or on behalf of a party (in whatever medium including in written, oral, visual or electronic form and whether before or after the date of this Agreement) which is either clearly designated as confidential or by its nature reasonably be considered confidential including. Each party undertakes not to disclose any of such terms or matters to any other person, except as may be necessary for the performance of their respective obligations under this agreement or required by Applicable Law.
14.2 The restrictions in this Clause 14 shall not apply to:
14.2.1 Confidential Information that:
14.2.1.1 the receiving party can prove, using written records, was known to the receiving party or in its possession before that information was acquired from, or from some person on behalf of, the disclosing party;
14.2.1.2 is or becomes general public knowledge through no wrongful default of the receiving party or any person on its behalf;
14.2.1.3 the receiving party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that information as a result of a breach of an obligation of confidence;
14.2.1.4 is required to be disclosed by any applicable law or by order of any Court of competent jurisdiction or any government body, agency or regulatory body;
14.2.2 making a disclosure to, and co-operating with: (i) a regulator regarding any misconduct, wrongdoing or reportable breach of any regulatory requirement; or (ii) any law enforcement agency regarding any crime.
15. Force majeure
15.1 Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement for causes beyond its reasonable control. The party wishing to claim relief by reason of any such circumstance shall notify the other party in writing without delay on the intervention and on the cessation thereof.
16. Regulatory Information
161. Counting Ltd is:
16.1.1 incorporated in England and Wales (Company registration number 10729748), has its registered office at 20-22 Wenlock Road, London, N1 7GU;
16.1.2 registered with the Information Commissioner (No. ZA274056);
17. Notices
17.1 Notices served under this Agreement shall be in writing and may be sent by email, facsimile or by post. The preferred method of communication is email.
17.2 Notices shall be sent to:
17.2.1 In the case of Countingup, in writing to:
Counting Ltd
20-22 Wenlock Road,
London.
N1 7GU.
Email: support@countingup.com
17.2.2 In the case of the Customer, in writing to the address or email address provided to Countingup on registration, as updated by you from time to time.
17.3 The parties shall notify each other of any change in their contact details for notices as set out in this clause.
17.4 Notices sent by post will be deemed to have been received upon the expiration of two (2) Business Days after posting. Notices sent by facsimile will be deemed received on generation of a successful transmission notice or, if this falls after close of business, on the following working day. Emails will be deemed to have been received one hour after being sent or, if this falls after close of business, at 9.00 a.m. on the following working day provided that an undeliverable message has not been generated by then.
18. Complaints
18.1 Any complaints about us or the Company Formation Service must be addressed to us in the first instance by contacting support@countingup.com. We will make every possible effort to reply, addressing all points raised, within an adequate timeframe and at the latest within 15 Business Days of receipt of the complaint, in a Durable Medium. In exceptional situations, if the answer cannot be given within 15 Business Days for reasons beyond our control, we shall send a holding reply, clearly indicating the reasons for a delay and specifying the deadline by which you will receive the final reply, which shall not exceed 35 Business Days.
19. Amendments to This Agreement
19.1 Subject to Clause 19.2, we may periodically make changes to this Agreement and shall notify you by posting a revised version of the Agreement on the Website and emailing you at your email address registered with us. The revised terms including the changes will take effect 28 days following such notice. You will be deemed to have accepted the changes if you do not notify us before the proposed date that the changes take effect that the changes are not accepted. If you reject the changes, you can immediately terminate this Agreement in accordance with Clause 10 free of charge and with effect at any time until the date when the changes would have applied (subject to Clause 10.5).
19.2 We will only make changes:
19.2.1 where we consider that a change will make these Service Terms clearer and no less favourable to you; or
19.2.2 to reflect new, or changes to existing, systems, technology, products, services or business processes; or
19.2.3 to help meet the cost of changes in our funding or working capital requirements; or
19.2.4 to implement changes required by Applicable Law, industry codes of practice or decisions of any court or arbitrator.
20. General
20.1 If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect then it will be severed from the rest of this agreement so that it is ineffective to the extent that it is invalid, illegal or unenforceable and the remaining provisions or part of this agreement shall remain in full force and effect.
20.2 Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution of documents and doing of such things as are required to give full effect to this Agreement and the Company Formations contemplated by it.
20.3 The failure by either party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right.
20.4 This agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement. In particular, but without limitation to the generality of the foregoing, each party warrants and represents that in entering into this agreement it has not relied upon any statement of fact or opinion made by the other party, its officers, servants or agents, which has not been included expressly in this Agreement.
20.5 Nothing in this Agreement is intended to confer a benefit on any person who is not a party, and no such person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement, provided that this Clause does not affect a right or remedy of a third party which exists or is available apart from that Act.
20.6 Each party shall at all times comply, and shall ensure that its personnel comply, with respect to the performance of this Agreement, with all Applicable Law concerning bribery and corruption.
Schedule 1. Fees (Clause 8)
Our Fees are as follows, subject to any amendment agreed specifically with you in writing from time to time, the greater of £50 or the simple rate charged by Companies House, which can be found here. We may choose to offer a discount against these fees from time to time as described here.