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Any references in the following Terms and Conditions to 'we'
and 'us' relate to M & N Group Limited
('M & N'). References to 'you' are to any person who gives
instructions to M & N for the provision of any of its
services or products.
All instructions are accepted strictly on the basis that you
are instructing us as principal and are therefore liable
directly to us for payment of our charges and disbursements.
Our services, including search reports and information services,
are provided solely for the use of the person instructing
us (and, if applicable, that person’s own client relative
to the matter concerned) and may not be used or relied upon
by any other third party. Any instructions placed through
our website or transmitted by email or otherwise sent to
us in reliance on information given in our published marketing
material or on our website shall not become binding on us
unless and until accepted by us.
We provide services only on the basis that you give us, at
the required time, all necessary instructions and accurate
information concerning the matter (including the execution
of all documents required) to enable us to provide the services
and products which are the subject of your instructions,
and that you indemnify us accordingly. Where you instruct
us to undertake any service, you will be responsible for
our charges and disbursements for providing that service
whether or not it proceeds to its conclusion. We accept
material for printing and/or publication or filing in public
registries on the understanding that you are responsible
for ensuring it is free from defamatory matter and does
not infringe copyright or any other third party rights,
and that you indemnify us accordingly.
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.
Our charges (and disbursements) for the use of our services
and for our products will be as notified by us to you from
time to time and will, where applicable, be exclusive of
Value Added Tax. Generally we have fixed costs for the preparation
of many standard documents but other ‘one-off’ jobs
will be charged on a time basis. Our charge out rates differ,
depending on the complexity of the work. Less complicated
work requiring junior staff will be from £25.00 per
hour but senior staff will be at rate of around £100.00
per hour.
Our corporate services are invoiced annually in advance on
1st January. If you take up our services during any given
year you will be charged on a monthly pro-rated basis up to
31 December of that year.
On some occasions we may require payment in advance before
providing any services. We will always require payment in
advance for notary fees and where we are required to pay other
professionals for their services. These payments must be paid
on demand as payments on account as we may reasonably require
to meet charges and disbursements incurred in carrying out
your instructions and we shall have the right to suspend work
on your behalf until such requested payments on account have
been made in full. Where we have agreed credit terms for you
our invoices are due for payment 28 days from their date.
We reserve the right to charge for costs and expenses incurred
in recovering late payments.
Payments made by credit card are subject to a 3½ %
surcharge.
Ongoing services: If, during any given year, you terminate
our services, any refund for the balance of annual fees will
be at our discretion. All instructions to terminate our services
must be made in writing (by email, fax or post).
Cancellation of order: If you choose to cancel your order
you must do so in writing (by email, fax or post). Any direct
costs already incurred will still be payable by you in addition
to a minimum administration fee of £50.00 subject to
the amount of work already carried out at your request.
The Memorandum and Articles of Association that are supplied
on incorporation are in a form commonly required by new
companies. However they may not necessarily suit your own
requirements now or in the future. We can provide draft
simple changes to the standard Memorandum and Articles provided
on incorporation but you may need to seek legal advice on
making changes to the documents whenever appropriate. We
will ask for any specific requirements during the incorporation
process but any amendments made or required after incorporation
shall be charged on a separate basis.
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) arising
out of any single claim, event, or series of related claims
or events (including claims based on negligence) shall not
exceed £10,000. We shall not, in any event, be liable
for consequential losses.
We accept no responsibility for the accuracy of any part
of any search or other report where it is apparent that it
does not originate 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. Certain
of our suppliers of search information impose contractual
exclusions concerning their liability in relation to information
supplied and our responsibility to you shall be similarly
limited in relation to such information.
Where you select a company name for incorporation or change
of name, our responsibility is to apply to Companies House
for the registration of that name, and registration will be
permitted by Companies House if they take the view that it
does not conflict with the name of any other company at that
time on the register. We will not be held responsible if the
company name conflicts with the name of an existing business,
and we cannot give any guarantee that the use of the name
will not give rise to actions for passing off, or for infringement
of trade marks or other legal rights. We cannot investigate
the possibility of the existence of conflicting rights; you
have sole responsibility for meeting any claims arising out
of use of the company name, and will indemnify us in respect
of any costs, expenses or damages we incur as a result of
any such claims.
Notwithstanding any other provision in these Terms and Conditions,
we are entitled to postpone or cancel performance of our obligations
in whole or part when it is delayed or we are prevented from
performing our obligations by any cause beyond our control;
during any such event beyond our control our obligations shall
be suspended until such events have ceased or until we elect
to cancel our obligations and, in the event of cancellation,
we shall be entitled to be paid pro rata for goods delivered
and/or work done up to the date of cancellation.
If you are a professional client of M & N (i.e. a member
of a regulated profession acting on behalf of a client), you
are responsible for ensuring your compliance with all laws
and regulations applicable in connection with your use of
our services. 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 2003
and will abide by those Regulations, obtaining and recording
where appropriate evidence of identity of third parties for
whom (directly or indirectly) you use our services.
If you are not a professional client, we will make the necessary
identity checks on you (and on any person you are acting).
If you fail to supply any evidence of identity or other due
diligence items which we request we will be unable to provide
services to you.
These Terms and Conditions are not intended to be enforceable
by any third party as provided by the Contracts (Rights
of Third Parties) Act 1999.
Our relationship with you (and, without prejudice to the provisions
of paragraphs 1. and 7. above, with any parties for whom
you may be acting for) will be governed by English law and
will be subject to the exclusive jurisdiction of the English
courts.
We reserve the right to make changes to these Terms and Conditions
from time to time.
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