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.

  1. Basis of acceptance of instructions

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.

  1. Your obligations when instructing 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.

  1. 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.

  1. Charges

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 £35.00 per hour, work prepared by a company secretarial assistant will be £85.00 per hour and our chartered secretary is charged at £125.00 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. There will always be a termination fee of £75.00 to cover our time and expenses. 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.

  1. Articles of Association

The Articles of Association that are supplied on incorporation are the Model articles and in the event that you require bespoke articles we will provide a quote for their drafting prior to incorporation. M & N Group Limited will not be held liable if the bespoke articles drafted contain errors but we will correct any discrepancies free of charge if re-drafted by ourselves. Any amendments made or required after incorporation shall be charged on a separate basis.

  1. Our 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) 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.

  1. Compliance by you with Laws and Money Laundering Regulations

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 for whom 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.

  1. Third Party Rights

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.

  1. Jurisdiction

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.

  1. Changes to General Terms and Conditions

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