1Office Group Ltd terms and conditions of services 01 October 2016
This website is administered and the services offered on it are provided by 1Office Group Ltd (company number 08815683, registered in England and Wales), registered office address Salisbury House, London Wall, London EC2M 5QZ, United Kingdom, e-mail address (hereinafter 1Office).
1Office offers virtual office, accounting, company formation and legal services (hereinafter the Service or Services) to legal entities (hereinafter the Client).
By ordering Services from 1Office’s website you agree to these terms and conditions.
Ordering the Service
The Client can choose Services from 1Office’s website. Descriptions of the Services are provided on the website. After selecting the Service the fee or the bases for calculating the fee of the respective Service are displayed.
To prepare an order the required data fields must be filled in and a copy of an identity document uploaded.
The fee paid for the Service is displayed thereafter. If due to the nature of the Service the fee cannot be determined, then the initial fee of the Service and the bases for calculating the fee of the Service are displayed.
The Service can be ordered by clicking on the link “Order Service”, after which the Client is directed to the payment solutions.
The Service can be paid for by credit card, bank transfer or PayPal or by requesting an invoice be sent to an e-mail address. It is also possible to order the Service by notifying 1Office of your request via a web inquiry or e-mail.
The Service agreement (hereinafter the Agreement) between 1Office and the Client shall become valid and binding on payment for the Service. 1Office shall confirm the formation of the Agreement to the Client by sending a confirmation email to the email address provided by the Client. The Agreement is deemed concluded on the basis of the description of the Service provided on the 1Office website, including the fee list and these terms and conditions.
If the Agreement is concluded by an individual on behalf of a limited company that has not yet registered with Companies House, then the legal entity is deemed a party to the Agreement from the moment the respective entity is registered with Companies House. Any person concluding an Agreement in the name of such an unregistered company shall be liable for performance of the obligations arising from the Agreement.
The obligations arising from the Agreement shall pass to the Client from the moment the company is registered with Companies House. The Client undertakes to notify 1Office via e-mail of the company registered with Companies House within seven (7) working days from the day Companies House registered the company.
The Client’s rights and obligations
The Client has the right to use the Services according to the Service description and fee list provided on the website and on these terms and conditions.
Upon using the Service the Client undertakes to
– refrain from using 1Office’s Services for an illegal or immoral purpose, including for the purpose of fraud, sending or storing illegal material;
– refrain from disrupting or damaging 1Office’s website, software or the provided Service.
The Client does not have the right to assign this Agreement, resell the Services or give for third parties to use.
The Client is obligated to inform 1Office not later than within seven (7) working days of the change of contact details of the Client.
1Office’s rights and obligations
1Office has the right to:
- receive remuneration on the terms and conditions prescribed in the Agreement and fee list;
- temporarily suspend providing the Service without prior notification if it is for any reason outside of 1Office’s control;
- subcontract the provision of Services.
1Office undertakes to perform the Agreement based on its professional knowledge, in a loyal manner with respect to the Client and necessary level of diligence required to provide the Service.
Payment of the fee
The method of payment for each Service is set out in the description of the Service on the 1Office website and in the fee list.
The Client undertakes to pay each invoice promptly and in any event within seven (7) calendar days of receiving the request for payment.
If the Client undertakes to pay an additional rate of value added tax, a respective invoice is submitted to the Client.
Where a Client makes a payment, that is less than all of the money due in respect of an invoice, the order of repayment will be: first, default interest, then contractual penalty and then original fees due for the Services.
Where a payment is made late, 1Office reserves the right to require the payment of default interest at the rate of 0.2% (naught point two per cent) of the overdue amount for each day of delay from the Client and any fees and expenses incurred in collecting the outstanding fees.
1Office has the right to unilaterally amend the fee list of the Services. The Client shall be notified of the amendments via e-mail at least one (1) calendar month in advance. The Client is deemed to have accepted the amendments if it does not inform 1Office that it does not wish to accept the amendments within seven (7) working days of receiving the notice. If the Client refuses to accept the amendments, the Client shall have the right to cancel the Agreement, by giving one (1) calendar month advance notice via e-mail
Term and cancellation of the Agreement
The Agreement is concluded without a term or due to the nature of the Service is valid until the performance of the Service.
Each of 1Office and the Client may ordinarily cancel the Agreement by notifying of it’s intention to cancel via e-mail at least two (2) calendar months in advance.
1Office has the right to cancel the Agreement extraordinarily without notice in the following circumstances:
- if the Client assigns the Service or passes on the benefits received in the course of the Service or the Agreement to a third party;
- if, as a result of carrying out a background check, 1Office has a reasonable doubt that the Client is committing a breach of anti-money laundering rules or engages in another illegal or immoral activity;
- if business of the Client would make 1Office unable to comply with ICAEW regulations with respect to providing accounting Services;
- if the Client does not pay the invoice within 30 (thirty) calendar days from the payment term at the very latest;
- if the Client breaches fundamental terms of the Agreement and has not remedied that breach within a reasonable time determined by 1Office;
- if the Client has provided false data or failed to notify of changed contact details;
- if any liquidation, insolvency or bankruptcy proceedings have been filed against the Client or by the Client or a competent person has taken a decision to terminate the Client’s activity or if the Client itself notifies either 1Office or a third party about a temporary or permanent solvency problems;
- if the person that made an order in the name of the Client has not submitted the data required by law or has submitted false data, or if no appropriate Professional Clearance has been obtained;
- if the Client has conducted itself such as to bring 1Office’s reputation into disrepute.
Upon the cancellation of the Agreement, no amounts already paid to 1Office by the Client shall be returned or set off.
If the Client is a consumer, then the Client acknowledges and agrees that the Services provided by 1Office are bespoke, tailored specifically for that Client and cannot be returned or refunded, and that the Distance Selling Regulations do not apply.
1Office has the right to unilaterally amend these terms and conditions. The terms and conditions of services in force are published on 1Office’s website. The Client is notified of the amendments via e-mail at least one (1) calendar month in advance. The Client is deemed to have accepted the amendments if it does not inform 1Office of not accepting the amendments within seven (7) working days. If the Client refuses to accept the amendments, the Client has the right to cancel the Agreement by giving one (1) calendar month advance notice by e-mail
Processing personal information
1Office collects the following personal data: the name of the Client and its representative, national insurance number and date of birth of the Client’s representative, telephone number, address of residence and e-mail address.
1Office uses and processes the personal data only for the purpose of performing the obligations arising from the Agreement and to comply with its obligations under the law, in particular, the Money Laundering Regulations 2000 or for the reasons set out in this Agreement. 1Office does not forward personal data to third parties, except where it is required to do so for compliance with the publication obligation provided by law.
1Office requires the submission of the data requested in the “Know your client” questionnaire, including name, personal identification code or date of birth and an identity document copy in order to comply with the anti-money laundering prevention obligation arising from the law.
Where the Client fails to pay 1Office invoice then 1Office reserves the right to submit the Client’s data to credit agencies.
1Office and the Client undertake not to disclose commercial information and other information to third parties, which has become known to the party during the term of this Agreement and the disclosure of which to third parties may damage the parties’ interests.
1Office keeps confidential all data received from the Client and forwards the data to the authorities exercising supervision only if a respective court ruling has been submitted to 1Office or the publication obligation arises from the law.
1Office shall be liable for intentionally caused direct damage or damage caused due to gross negligence.
1Office shall not be liable for any indirect damage (incl. loss of profit) caused to the Client as a result of 1Office’s breach of the Agreement.
1Office shall not compensate damage due to gross negligence in case the liability insurance does not cover such damage to 1Office.
1Office is not liable for the damage due to negligence.
If the Client’s activity brings about a claim against 1Office (for example expenses on legal assistance) or liability before third parties in relation to a breach of the Agreement by the Client, the Client shall indemnify and hold 1Office harmless for any and all expenses and losses resulting from the Client’s breach of the Agreement.
The limitation period for submission of claims due to gross negligence against 1Office shall be (6) six calendar months from performance of the act or occurrence of the event which caused the damage.
1Office’s total liability is limited to the amount provided in special terms and conditions.
To the extent that the Client has overdue payment obligations to 1Office then 1Office shall have and be entitled to exercise a lien over all of the Client’s property then in 1Office’s possession.
If the Client wants to remove the property belonging to the Client that is in 1Office’s premises, 1Office may retain such items in the extent that is necessary for ensuring the fulfilment of its claims.
1Office shall be entitled to maintain and exercise such statutory lien until the fulfilment of all claims by the Client or the provision another security.
This Agreement shall be governed by the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the courts of England and Wales.
VIRTUAL OFFICE SERVICE SPECIAL TERMS AND CONDITIONS
Upon the expiry or cancellation of the Agreement the Client loses the right to use the address “Salisbury House, London Wall, London EC2M 5QZ, United Kingdom” as a legal address in any way or form.
The Client undertakes to change the legal address with Companies House and to notify business partners of the change of the postal address on the day of expiry of the Agreement at the latest. If the Client has not changed its legal address with Companies House within one (1) month from the expiry of the Agreement, 1Office has the right to claim a contractual penalty from the Client in the sum of 300 (three hundred) pounds.
The Client hereby appoints 1Office as its attorney to take all necessary actions and to make all necessary filings in order to remove the legal address from the register of Companies in respect of the Client or any of the Clients associated companies or directors service addresses.
The Client undertakes to notify 1Office within seven (7) working days from concluding the Agreement via e-mail the names and contact details of the persons who are authorised to receive the Client’s mail and promptly notify of the change of the person authorised to receive mail.
Upon expiry of the Agreement 1Office is released from the obligation to provide legal address and virtual office Services, including receiving and forwarding the Client’s mail.
The Client undertakes to collect the mail collected in the course of the virtual office Service twice (2) per calendar year or to provide directions as to which address the post must be forwarded to.
The Client shall pay the relevant postal charges.
If the Client does not collect the post or give instructions for forwarding the post, 1Office has the right to destroy the mail and to request the Client to compensate for the expenses. 1Office can store accounting source documents for up to seven (7) years. The Client shall be obliged to compensate 1Office for the expenses related to storage.
1Office’s total liability shall be limited to the amount which equals the amount of one (1) year of the virtual office service fee paid by the Client.
The Client is not released from the obligation to pay any service fee in case of an invoice not reaching it. If the Client has not received an invoice from 1Office one (1) calendar month before the commencement of the new address period at the latest, the Client undertakes to promptly notify 1Office that it has not received such an invoice via e-mail.
ACCOUNTING SERVICE SPECIAL TERMS AND CONDITIONS
Payment of the fee
The accounting Service fee is calculated on an hourly basis and in accordance with 1Office’s fee list.
The accounting Service Fee shall be calculated and invoiced to the Client monthly in arrears.
If the Client has an unpaid and overdue debt for the accounting Service then 1Office suspends the provision of the Service until the full payment of the debt.
If the accounting Service is suspended due to debt and damage is caused to the Client as a result of non provision of the Service, 1Office shall bear no liability for such damage.
The Client’s obligations
The Client undertakes to submit to 1Office the bank statements of the previous calendar month by the 5th (fifth) date of each calendar month and the documents for the previous reporting month by the 10th (tenth) date of each calendar month at the latest and/or will enable live bank feeds to Xero in which the bank statements and recorded transactions are to be maintained.
If the Client does not submit the documents by the specified term, then a situation where 1Office submits tax declarations and state reports with a delay or does not submit them within the time frame required by law then any failure to submit on the part of 1Office shall not constitute a breach of the Agreement.
For the preparation of an annual accounts the Client shall submit the documents necessary for the preparation of an annual accounts of the previous accounting period to 1Office no later than (6) months after the end of the previous accounting period, being the accounting reference date of the relevant company.
The information necessary for monthly payroll submissions must be delivered at least three (3) working days before payment to the Client’s employees are due.
The Client undertakes to notify 1Office of its entering the company into a tax register or some other register and commencing activity in a field with a permit or notification obligation.
The Client undertakes to ensure the connection of the accounting source documents submitted to 1Office with the Client’s economic activity.
If the content of the economic activity is difficult to understand or ambiguous in the source document and/or the connection of the performed transaction with the Client’s economic activity is not clear, the Client undertakes to submit additional information or supplement the document with a handwritten explanation.
The Client authorises 1Office to communicate and electronically submit tax returns and reports to all the relevant authorities, including Companies House and Her Majesty’s Revenue and Customs (HMRC) on the Client’s behalf.
The Client undertakes to store all invoices, receipts etc. accounting source documents relating to the Company in accordance with the requirements of the Companies Act 2006.
Term and cancellation of the Agreement
The commencement of accounting Services is subject to a successfully completed Professional Clearance procedures with previous accountancy service provider of the Client, in accordance with the rules of ICAEW.
The accounting Service shall continue indefinitely, unless if a fixed-term is agreed.
In case of the cancellation of the Agreement 1Office shall deliver to the Client all of the Client’s accounting documents in 1Office’s possession and electronically all of the current year’s accounting balances from the date of the previous set of accounts up to the date of cancellation of the Agreement.
If the Client declines the accounting Service before the date of the cancellation of the Service, the Client undertakes to pay a contractual penalty at the double rate of the average Service fee of the last six months.
Accounting source documents
The accounting source documents must be submitted in English unless otherwise agreed to by 1Office in writing.
Where 1Office agrees to receive accounting source documents in a language other than English, the Client shall compensate 1Office for any and all expenses relating to those document’s translation. 1Office shall have the right to choose the translation service provider it orders the translation service from, unless otherwise agreed with the Client.
1Office shall have the right to refuse to accept or make accounting operations on the basis of such accounting source documents in where 1Office has reasonable grounds to believe that they may constitute a violation of tax law in case of which liability will arise for 1Office.
Once 1Office has prepared the Client’s annual accounts, the Client undertakes to collect any hard copy accounting source documents within one (1) calendar month from the date on which the Client agrees to the accounts and instructs 1Office to submit them for filing at Companies House.
If the Client does not collect the accounting source documents within the specified term, then the Client undertakes to pay the storage fee according to 1Office’s fee list. 1Office shall store the accounting source documents for up to seven (7) years and thereafter the documents are destroyed and the Client undertakes to compensate 1Office for the expenses related to the document’s destruction.
1Office’s total liability shall be limited to the amount, which equals the average fee of the last three months of the accounting Service paid by the Client.
COMPANIES REGISTRATION SERVICE SPECIAL TERMS AND CONDITIONS
The Client is aware that the registration of companies takes place via the Companies House web filing portal and 1Office uses this web portal to deliver the company formation service to the Client.
1Office is not responsible for those technical faults, which are related to the interfacing of the Companies House web portal or for faults, which occur in the Company House website.
1Office is not obligated to translate any Companies House procedural documents or correspondence, except when it has been agreed accordingly with the Client.
The Service fee does not include service of 1Office for rectifying faults in the Client’s application to Companies House.
Companies House fails to register the company, then it is not deemed a fault of 1Office’s service and the Client cannot require the compensation of the fee paid.
1Office’s total liability is limited to the amount, which equals the amount of the company formation Service paid by the client.
LEGAL SERVICE SPECIAL TERMS AND CONDITIONS
The Client is obligated to submit the correct and verified data to 1Office for the performance of legal Services. In case of legal Services 1Office uses the information and source task submitted by the Client as the basis. When providing legal Services 1Office does not perform a legal risk analysis, except if it has been agreed otherwise with the Client.
1Office has the right to decline providing the legal Service if it becomes evident that the Client’s task cannot be resolved on the basis of the law in force or if the Client wishes to use the legal Service for performing an illegal activity or operation.
When providing legal Services the Service fee does not include state fees or other official fees or charges.
If the Client has purchased a legal Service and it becomes evident in the course of the performance of the Service, that the legal Service cannot be provided within the proposed number of hours, then 1Office has the right to stop providing the legal Service until the time when the Client has paid an additional fee.
1Office advises the Client on the basis of the law in force and in the extent permitted by the laws of England and Wales. The Client is aware that 1Office cannot ensure that the decisions or acts of state authorities, local councils or other persons performing public duties are always favourable for the Client.
1Office’s total liability is limited to the amount which equals the amount of the legal Service fee in respect of the work about which the claim arises.