Coddan Ltd is a private limited company registered in England and Wales with registered number 05370296. Coddan CPM LTD' registered office is at 120 Baker Street, London W1U 6TU, and our VAT registration number is GB 864 142 527. If you have any questions about the company formation, legal secretarial assistance, nominee services, etc., during your visit to London, please don't hesitate to stop by our office.
References on this website Coddan CPM LTD or to an employee or consultant with equivalent standing and qualifications. These Terms and Conditions regulate the business relationship between you and us. When you order from us, you agree to be bound by them. No person under the age of 18 years may purchase services. If you are under 18, please ask an adult for help with the purchase.
We reserve the right to alter, suspend or discontinue any part of the website or the services provided through it, including your access to it. Whilst we make every effort to ensure that the information contained within this website is correct, visitors should be aware that the information may have become out of date and we give no warranty or make any representation regarding the fitness for the starting business purpose, continued availability, quality, accuracy or completeness of the content of this website.
Accordingly, the materials on this website do not give specific legal advice and should not be relied on as doing so. In particular you should be aware that laws and regulations might be different outside England and Wales. Your use of this website does not create a contractual or client relationship between you and Coddan. We recommend you to contact our business incorporation advisers about the particular matters. Coddan excludes all liability for any kind of loss or damage that may result to you or a third party in connection with the use, inability to use, or the results of use of this website.
Website visitors are permitted to read the contents and to download and store on a temporary basis any of the contents of this website provided this is for their own personal or non-commercial use. Apart from the content specifically made available for download, such as publications, you may not permanently copy, store or redistribute the contents of this website in any way. Where we make content available for downloading this is only for your personal use, or circulation within your business and is not for commercial re-use.
The terms of service agreement is a set of regulations that users, clients, or potential must agree to follow in order to use a service.
1.1 Our website advertising is not an offer by us to sell goods to you. It is an invitation to you to place an order. Your order is your own offer to buy service(s) or goods from us. We may accept or refuse your order in our absolute discretion and without giving any reasons. Our usual practice is to issue you with a confirmation of receipt of your order but this will not constitute an acceptance of your offer (and therefore no contract is made) until we have received the payment from you by credit or debit card, by banking transfer, banking draft, switch, postal order, by cheque, PayPal, Western Union (or similar system), or a cash payment.
1.2 We make every effort to ensure that all prices, fees, charges, descriptions, and availability of services & goods are correct and accurate. However, it is inevitable that mistakes will occasionally occur, for example, where the price displayed is an old price and genuinely not our current price. In the case of an error or omission (which we will notify you about) either of us will have the right to cancel the order.
2.1 Except for our affiliates, directors, employees, or representatives, a person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
2.2 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.
3.1 We provide services only on the basis that those instructing give us all proper, necessary and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and that those instructing us indemnify us accordingly.
3.2 The instructing party warrants to us that it has authority from you to instruct us to provide these services in relation to the applicant', that it has made an applicant aware of these Terms and Conditions and it shall procure that the applicant complies with the obligations set out in these Terms and Conditions as if it were a party to these Terms and Conditions in place of the instructing party. The instructing party allows us authorisation from the applicant to instruct us to provide a service in relation to them.
4.1 We must receive the payment of the whole of the price for the goods and services that you order before your order can be accepted and processed unless we have agreed in writing to supply goods and services on credit. Once we have received the payment or we have agreed to give a credit; we will confirm that your order has been accepted by sending an e-mail to you at the e-mail address you provide in your order form. Our acceptance of your order brings into existence a legally binding contract between us.
4.2 Coddan accepts all currencies, and the following types of payment methods are available:
4.3 Our merchant accounts offer a multi-currency service, aggregating support for more than 120 currencies. We accept Visa, Delta, Visa Electron, MasterCard, Eurocard, and UK based Maestro and Solo cards through the secure, encrypted SSL protocol. We do not charge "surcharges" for credit or debit card transactions. For orders paid for by credit or debit cards, we will invoice you in £ GBP (Pounds Sterling) or $ US (American Dollars) and your credit card company will convert the transaction to your own currency.
4.4 You may provide your credit card information via the telephone, fax, or over the internet on our secure server via our processing system at WorldPay. For orders paid by a phone or fax, your credit card details are processed immediately and will not be kept on our records (either computer or written) unless you have expressly stated otherwise.
4.5 If completing the order form you selected to pay by credit or debit card online but for some reasons your payment did not go through or you have selected alternative payment method (cheque, wire transfer, or credit card over the phone) we will issue a pro-forma invoice and send it to you together with the payment instructions. Please note we keep unpaid orders in our system for not more than fourteen working days. If completing the order form you selected to pay by credit or debit card online and for some reason your payment did not go through.
4.6 Please make sure your payment reaches us before the end of this period. In the case, we did not receive your payment within fourteen business days your order to be deleted from the system.
4.7 Credit cards that are declined for any reason are subject to a £5.00 administration fee. Service will be interrupted on accounts that reach fourteen business days past due.
4.8 If the amount of your order exceeds £300.00 pounds, we prefer to receive payments for such orders by the banking transfer, by cheque or by the PayPal, or by the Western Union. If you are paying by the wire transfer, bear in mind that our pro-forma invoice does not include any additional charges or bank commissions. When making the payment, it is your responsibility to make sure that we receive the exact amount as indicated in the invoice and your bank has paid all the changes for the initiated transfer. We reserve the right do not proceed with your order until the full amount of the invoice has been received.
4.9 For orders paid by the banking transfer, we can invoice either in £ Pound Sterling, € Euros or in $ US Dollars, and accept payment in these currencies to our bank. When you will arrange the payment to our bank account, you should quote the invoice number as the unique reference. Payment can takes more than six working days to reach our account, so please allow sufficient time for your wire transfer to be processed.
4.10 You must pay your entire bank' service charges and commissions that are incurred throughout the transaction. Please advise us at the time of ordering how you would prefer to pay so we can set your details up accordingly and advise you the correct bank details to use. We cannot process any order until we get funds cleared.
4.11 When confirmation of order is sent by us, this is to indicate that we have received your order. It does not indicate that a contract exists between us. We will indicate acceptance of your order, and hence a contract between us, when we send you an invoice. We have included this term to protect us in the case that a mistake has been made in pricing, we have inadvertently under-priced goods, or we are no longer able to supply a particular product for some reason. In the case of a change of price, we will always contact you first to ensure that the price is acceptable before proceeding.
4.12 When we have sent a confirmation of an order, it is to verify that we have received your order. It does not indicate that a contract exist between us. We will signify acceptance of your order and proceed with a contract between us as soon as you receive a pro-forma invoice from us.
4.13 You agree to pay promptly all sales, use, excise and any other taxes and license fees which you are required to pay to any governmental authority.
4.14 You will pay a fee for any returned cheque or any other declined payments due to insufficient funds.
4.15 If you do not pay fees when due, a fee will be charged on all overdue balances, this fee will differ by country. If you dispute any part of an invoice, you must pay the amount not in dispute by the due date or be subject to late fees. Coddan also reserves the right to withhold services while there are any outstanding fees and/or interest or you are in breach of this Terms & Conditions.
5.1 Credit accounts are available for customers who order regularly. For the first order it is necessary to pay in advance, however if you submit a credit account application form to us with your first order, we can look at opening a credit account for subsequent orders.
5.2 Credit accounts are issued subject to status, based on available credit ratings, and are subject to periodic review. We reserve the right to withdraw credit facilities at any time and in this event, all outstanding balances must be settled immediately.
6.1 We accept orders and instructions only on the basis that those instructing us do so as principals and are liable directly to us for payment of our account. If you request more than one contact or contact address additional fees will be payable.
6.2 We provide a service only on the basis from those instructing us show us appropriate, essential and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake your requirements for your business in a lawfully and effective manner.
6.3 We reserve the right to charge for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
6.4 When requesting services from our website you agree to comply with the online ordering procedure as prompted on our website. When requesting services for the first time we will give you an individual user account number on the basis that you must use this account when requesting services from us.
6.5 This service agreement lasts for the period stated in it and then will be extended automatically for successive periods equal to the current term but no less than 12 months (unless legal renewal term limits apply) until brought to an end by you or by Coddan. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be at the then prevailing market rate.
6.6 Coddan can terminate or restrict the use of our service at the specified date of termination, or at the end of any extension or renewal period, without notice, for any or no reason whatsoever.
6.7 You cannot use a service without permission from Coddan. If you have used any of Coddan's services without permission or not paying for the renewal, Coddan reserves rights to start the legal procedure against your business entity and you personally. You are personally liable for the renewing costs of services (including fines and penalties). Such costs are recoverable as a debt. You can settle the debt in one lump sum; or by installments, with our agreement. If we do not receive satisfactory proposals from you, we will take enforcement action to recover the costs.
6.8 To the maximum extent permitted by applicable law, Coddan may put an end to the service agreement immediately by giving you notice and without need to follow any additional procedure if (a) you or your business entity become insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) you are in breach of one of its obligations which cannot be put right, or (c) its conduct, or that of someone at Coddan with its permission or invitation, is incompatible with ordinary office use which shall be determined at Coddan' sole discretion. If Coddan puts an end to the service agreement for any of these reasons it does not put an end to any outstanding obligations, including the payment of any additional services used as well as the monthly fee for the remainder of the period for which the service agreement would have lasted if Coddan had not ended it.
6.9 You must pay any reasonable and proper costs including legal fees that Coddan incurs in enforcing this Agreement.
7.1 Where you instruct Coddan to undertake any service, you will be responsible for our costs in providing that service whether or not it proceeds to its conclusion. When you are placing an order with Coddan, you need to complete our application form in English, and using only English characters.
7.2 We have added a number of important notes to our order forms to help you avoid some common mistakes. You should read all of the relevant notes carefully and complete all relevant sections of our order form.
7.3 We accept orders on the basis that the person placing the order is liable to pay Coddan for the services. It is your responsibility to ensure the security of your user account. You will be liable to pay for any services ordered on that account until Coddan receive notice from you to the contrary.
7.4 Your order is accepted on the basis that you instruct Coddan as principal and are liable directly to Coddan for payment of our account. You undertake to ensure the accuracy and completeness of the information you provide us and accept all liability for the rejection of documents due to inaccuracies or incompleteness.
7.5 It is your responsibility to ensure that any company or a partnership name you choose is available for registration and can be lawfully used by you. An administration fee may applies to all orders if the copany' or an LLP name is not is not available for use.
7.6 In the event of Companies House, rejecting an application or submission because of insufficient information provided by you in the order form, you will have three days to re-submit the application or e-mail us with the appropriate corrections at no extra charge. In the case of delay, we will charge additional £10.00 for resubmit your company or an LLP.
7.7 If you have submitted your order form with the insufficient information which makes Coddan unable to proceed with your order, we will send you notification with the list of information which is missing or additional details we will require to proceed. In this event, you should respond to us as soon as possible. In the case of delay, we will charge additional £10.00 for resubmit your company or an LLP.
7.8 Once you have submitted an application form with us, we will submit the order with the original details taken from the order form. We accept no liability for your mistake(s) on a submitted application form. If in this case and you wish to notify us to put the correct details on your application form, we will charge an additional fee. In the event if you submitted the order form and you have made a mistake(s) and wish to put us into dispute over the application form, we will charge additional £60.00 per hour for the dispute resolution.
7.9 To avoid this problem, you may wish to apply for a consultation with one of our advisors for a fee of £125.00 per hour, or you can visit our office in London and submit your application together with one of our business consultants for a fee of £125.00. Please note that mentioned fees applies only for a consultations regarding the completion of application form only.
7.10 You undertake at all times: to indemnify Coddan from and against any liability incurred by Coddan which arises from or as a result of the provisions of these Terms and Conditions or any act or omission by Coddan relating to our appointment, other than any liability arising out of our gross negligence, wilful default or fraud; and to indemnify us against any costs, charges and expenses suffered or incurred in enforcing the provisions of these Terms and Conditions.
7.11 You shall notify Coddan in writing as soon as possible of any change to the contact information set out on the order form, quoting the reference number provided to you.
7.12 When applying for the registered office address facility, you must provide the mail forwarding address where incoming post from official bodies will be forwarded. If your mail forwarding address is located within the United Kingdom then no additional charges will apply. If your mail forwarding address is located outside the United Kingdom, an additional annual fee of £30.00, will apply, which will cover our expenses for the forwarding of your official mail overseas.
7.13 We do not take any liability if the provided mail forwarding address contains the mistake(s) and your official post is not delivered to you.
7.14 If you are applying for the registered office address facility from Coddan, please take the note that we provide this service on the yearly base and make sure that you renew this service every year. If provided service is not renewed annually, we keep right to discontinue providing this service after the first year.
7.15 If you are applying for the nominee officers service from Coddan (nominee director, secretary, and shareholder), please take a note that Coddan provides this service on the yearly base, and make sure that you renew this service every year. If provided service is not renewed annually, we keep right to discontinue providing this service after the first year.
7.16 If you are applying for the nominee service from Coddan (nominee director, nominee secretary, nominee shareholder and registered office address in the UK), please take a note that due to the introduction of the Anti Money Laundering Regulations 2007 it is now a legal requirement that all trusts and company service providers are MLR registered. Coddan CPM Ltd has been granted an MLR Registration Number 12298927. This means that we have passed the fit and proper test and successfully applied for and received confirmation from HM Customs and Excise. Please be aware that any formation agent operating without being MLR registered is not complying with the Law.
7.17 We are therefore required to ask for a scanned identification of company' shadow directors and beneficial owners of all newly registered companies via e-mail first before we can undertake to provide the registered office address service for your company. Within 14 days we will require you to post us a recent utility bill(s) (for past three months) showing names and current addresses of this company' shadow director(s) and beneficiary owner(s)', and also their passport or driving licence(s). These can be original documents or copies certified by a solicitor, notary public or commissioner for oaths.
7.18 If you are an overseas-based client, you should provide us copies of passport(s) and utility bill(s) with the notarised translation into English. We can process the order immediately to form your new company and provide a registered office address service but will have to file a change of registered office address to the address of the purchaser of the company if the due diligence information is not provided within 14 days of the commencement of the service.
7.19 Where we have provided registered office address service at your request and subsequently have to file a change of address because you have failed to provide due diligence documents, no refund will be given. Please also note we will require receiving the following documents from you before we will be able to proceed with the incorporation:
7.20 These documents should be sending to us as scanned copies first and then originals to be posted to our London office.
7.21 You are responsible for the payment of our fees. You are also responsible for the payment of any value added tax, sales tax or other similar tax which may be payable. If you fail to pay our fees within 14 days of the invoice date we may terminate the appointment by giving you 7 days' notice of our intention to terminate, during which time you may remedy this breach.
7.22 If you terminate our nominees' appointment we shall not be required to refund all or any part of our fee. If we extend the term of our appointment additional fees will become payable at our rates then in force.
7.23 You are responsible to keep your business entity in good standing, and for annual service renewal. Non-payment of annual renewal fees will make the company lose its good standing status, and the business entity will also incur severe late penalties and legal consequences. A company which is struck-off the registrar shall remain liable to any due and unpaid fees. It also remains liable to all its obligations and debts. However, such company or a partnership may not continue to trade or enter into any new transactions whatsoever, and its directors, shareholders and managers are by law precluded from any operations or transactions with the assets of the company or a partnership.
8.2 We accept orders and instructions only on the basis that those instructing us do so as principals and are liable directly to us for payment of our account.
8.3 We provide services only on the basis that those instructing us give us all proper, necessary and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and that those instructing us indemnify us accordingly.
8.4 We are obliged to operate in accordance with the following mandatory principles: to act with integrity; not to allow our independence to be compromised; to act in the best interests of each client; to provide a good standard of service to our clients; run our business or carry our our roles in the business in a way that encourages equality of opportunity and respect for diversity; protect client money and assets. We are unable to accept instructions to carry out work for you which would, or in a way which would offend against one or more of these core duties or any other principle.
8.5 When accepting a request for services from you, we will acknowledge our acceptance and confirm the details you have supplied us with by way of e-mail. Our acceptance of instructions is deemed to have occurred at the time of our sending the e-mail and not at the time of your receipt.
8.6 Until we receive further instruction from you, we will keep, to your credit, any application, or filing fee that is returned to us on the rejection of any application or filing.
8.7 We are requiring payment in advance before providing any goods or services. Where we have agreed credit terms for you our invoices are due for payment 30 days from their date. We reserve the right to charge for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
8.8 We only provide services on the basis that you have given us full and proper instructions and the authority to lawfully carry out those instructions.
8.9 Once Coddan has accepted your request for services you may contact us via our website, phone or at the postal address displayed on our site, to ask that your request be withdrawn. Given the nature of the services, we provide it will be entirely at our discretion whether or not, you are entitled to a refund for those services. In the exercise of such discretion, we will consider the extent to which we have commenced work on the provision of that service.
8.10 When processing your request for a service, we use only information that has been provided by an applicant in the order form. We are not responsible for any mistake(s) or typo, which has been made by an applicant. If after the service was provided an applicant wants to engage into dispute with Coddan regarding the accuracy of information, we will charge an hourly rate of £60.00. This amount will cover the time spent by our advisors as at least one consultant and one manager will be involved into the dispute process.
8.11 If submitting the order form an applicant missed or did not provide part of the required information, or if Coddan were not able to receive the missing information, we will notify an applicant accordingly. Your order will not be processed until all missed information provided. If requested information provided within three working days your order will be processed without taking any additional charges. If required information is provided after three working days we will charge an additional fee of £10.00 for re-submitting your order.
8.12 We reserve the right to charge a fee for any additional confirmations that are required. We shall act as the process agent of the appointees named on the order form (director, secretary, and shareholder) in relation to the agreements listed. Our appointment relates to the termination date set out on the order form, and as such accepts service of any notice, proceedings, or other documents issued out of the Companies House, HMRC, etc., and confirms our appointment to up to one person free of charge. We reserve the right to charge a fee for any additional confirmations that are required.
8.13 If we are unable to communicate with an applicant through the preferred method indicated in the order form we shall use reasonable measures to establish communication with the appointees or, failing him, with company' appointees, by such means as we consider appropriate.
8.14 The formation of a limited company usually takes as little as four to six hours from the time that Coddan receives your application and payment. We will file your application electronically with Companies House allowing the fastest possible registration.
8.15 This generally means that if you place an order before 11:00 a.m. (London time) on a normal working day, your company will be registered by the end of that day. Registration can sometimes take slightly longer. Although the majority of companies are incorporated within a maximum of 24 hours, there may be occasions where the process takes longer due to circumstances beyond our control.
8.16 You should bear in mind that even if your company has been registered within the same day, Companies House will add your company to its database only on the next day, but will still indicate the actual date of incorporation.
8.17 If you need more detailed information about the time frames for the obtaining of the certified documents and completion of orders, please feel free to get in contact with one of our consultants.
8.18 If you did not ask any additional information or clarification we do not take responsibility if you misunderstood any time frame for processing your order. If after the service has been provided, and then an applicant wants to engage into the dispute with Coddan regarding the time frame of his order was completed on (when no initial consultation has been requested from Coddan), we will charge an hourly rate of £60.00 for dispute resolution.
8.19 If Coddan provides an annual service for your company (registered office address, nominee director, secretary, or a shareholder), annual fees for this service are payable to us every year at the anniversary of the date when this service was initially provided.
8.20 In the event we have tried to get in contact with you regarding the annual renewal of your company or any annual services provided by us and did not receive any response from your side on this matter, we keep the right to cancel all services Coddan CPM Ltd provides for your company or an LLP, resign our nominees (if appointed) and appoint applicant or beneficiary owner to the position(s) of the company' officers.
8.21 If we were not able to get in contact with you regarding the annual renewal of your company or any annual services provided by us, due to the change of your contact details which were are not aware of, we accept no liability if your company is occurred any late penalties or dissolved by the Registrar of Companies.
8.22 In the event you have filed annual return or accounts for your company or an LLP using our service without making relevant payment to Coddan CPM Ltd for annual services provided, we will charge an additional £500.00 penalty fee on the top to the normal annual fees due. In the case if a customer filed the annual return or accounts for a company or an LLP using our service without making relevant payment to Coddan CPM Ltd for annual services provided, and after receiving a notification from our side wants to change an address, or/and a secretary, we must receive £500.00 penalty fee first, as well as an additional £25.00 for the each additional changes.
8.23 If an applicant did not renew annual service in time and/or did not pay for the preparation and filing of the annual statutory reports, we will charge fines in addition to the penalties owed by company to the Companies House:
8.24 If an applicant did not renew annual service in time and/or did not pay for the preparation and filing of the annual statutory reports, and a company' status is "proposal to strike off", we will charge an additional £ 250.00 for the restoration of the company to the good standing status, on the top to any annual fees as well as any penalties and late payments due under sections 8.22 and 8.23.
8.25 If an applicant did not renew annual service in time and/or did not pay for the preparation and filing of the annual statutory reports, and company has been dissolved by the Companies House, we charge £1,250.00 for the restoration of the company to the Companies Registrar, as well as an additional penalty of £500.00 if nominee service or the registered office address service have been initially provided by Coddan CPM Ltd.
8.26 If Coddan provides a nominee director service (or full nominee service, including a nominee director, secretary, shareholder, and a registered office address facility) for the company, then we do not supply the authentication code for Companies House web-filing service.
8.27 Coddan is not liable for the actions of the third parties. We only take responsibility for our communication and work with the Companies House, but do not take any responsibility for the actions of UK Royal Mail or any other courier companies.
8.28 Should Coddan cease to provide services or should the client advise us that they no longer require the business entity, you must pay Coddan any fees or costs which may be incurred by Coddan in relation to the striking off, dissolution, liquidation or transfer of the business entity (including Coddan's minimum transfer or termination fee).
8.29 In the event that you shall request Coddan to transfer the management or administration of the business entity or should Coddan request you to transfer the management or administration of the business entity to another agent or corporate and trust service provider, Coddan shall not be obliged to transfer the business entity until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with Coddan's transfer or termination fees) have been paid in full.
8.30 Where you make part payment to Coddan of any fee note or invoice rendered by Coddan, Coddan reserves the right to apply any monies received in firstly discharging its professional fees and only thereafter in payment of any government fees, duties charges or taxes or other payments to third parties.
8.31 Under the provisions of the Proceeds of Crime Act 2002, we may be required to make a report to the relevant authorities (such as the Serious Organised Crime Agency) if at any time we become aware of or suspect (whether from the client concerned or any other person) the existence of the proceeds of crime in relation to any services on which we are engaged. Our obligation to make such a report will, in certain circumstances, override our duty of solicitor/client confidentiality and we may not be permitted to inform the client concerned whether or not we have made, or might intend to make, such a report.
9.1 Products are delivered using Royal Mail, TNT, DHL, GoldStar, and e-mail (as appropriate), unless otherwise stated. Where you request an alternative method of delivery, you must meet those costs. Services are provided using reasonable skill and care.
9.2 Your company formation documents are important and valuable. It is for this reason that we use Royal Mail for the UK deliveries and TNT couriers for all overseas deliveries. If your address is outside of the UK, you must select the TNT delivery option. If you do not, we cannot guarantee the delivery of your documents.
9.3 Shipping within the UK: for a speedy shipment with full shipment tracking visibility from door to door, you can select a rate with Royal Mail special delivery*. Or, if you want your order to ship and don't mind waiting a little longer, choose Royal Mail first class delivery*. (*Offer applies to United Kingdom, Channel Islands, and Isle of Man). Please note that Royal Mail first class delivery service does not feature shipment tracking.
9.4 Delivery to most UK locations by Royal Mail special delivery is by 1:00 p.m. within one-two business days of dispatch from Coddan (subject to the conditions listed above and depending on your postcode area).
9.5 Delivery to most UK locations by Royal Mail first class delivery is within three-five business days of dispatch from Coddan (subject to the conditions listed above and depending on your postcode area).
9.6 From time to time, Coddan may select a different carrier to deliver your order. Details of the selected carrier will be displayed on the order confirmation page, and as soon as your order ships, we will provide you with carrier-specific tracking information, where applicable.
9.7 Shipping outside mainland UK: European orders shipped outside the UK are delivered via TNT or DHL. Delivery to most European locations is within three days from dispatch from Coddan.
9.8 Shipping outwith the UK and EU: worldwide orders shipped outwith the UK and EU are delivered via TNT or DHL. Delivery to most worldwide locations is within three-five days from dispatch from Coddan. Customers ordering from outwith the UK and EU may be liable for duty and customs charges (if seals or corporate kit ordered).
9.9 The description and price of goods and services and delivery details will be provided in the confirmation of order and/or invoice despatched with the product or service. Products and services will be provided in accordance with the timescales set out in the Consumer Protection (Distance Selling) Regulations 2000 unless otherwise agreed with you.
9.10 Delivery will be made as soon as possible after your order is accepted. You will become the owner of the goods you have ordered when they have been delivered to you. Once goods have been delivered to you, they will be held at your risk and we will not be liable for their loss or destruction.
9.11 The postage price relates to the shipment of the standard documents of your company. If you order additional products (a corporate kit, a stamp, or a seal, etc.) further postage costs will apply. You will become the owner of the goods you have ordered when they have been delivered to you. Once goods have been delivered to you, they will be held at your risk and we will not be liable for their loss or destruction.
9.12 We accept no responsibility for the courier express post service. Delivery charges are non-refundable. Please note: express postal delivery service is only available 10:00 am-5:00 pm Monday-Friday (except Public Holidays). A re-delivery charge of 100% will apply if the recipient is unavailable for receipt of a delivery, if you provide an incorrect telephone number or incomplete or inexact address, or if there is no safe place to leave the item. We are not liable for any loss suffered because of a parcel being lost in the express courier post mail process or not arriving on time.
9.13 To the maximum extent permitted by law, you agree to release our carriers from any liability relating to loss of, damage to, late delivery or non-delivery of any goods you order from this website and to assign all rights to claim compensation or insurance against our carriers to us and expressly and irrevocably do so by clicking the "I agree" box in the order form.
10.1 Time is not of the essence for the performance of the services. We will use our reasonable endeavors to meet the time estimates given on our site but these remain estimates and in particular, we accept no responsibility for delay caused by third parties or for reasons outside our control (such as the unavailability of the World Wide Web or for computer systems or telecommunications failure).
10.2 We are 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.
11.1 We make no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in our site. The information contained in our site may contain technical inaccuracies or typographical errors and is intended to be a general indication of our services only. Any implied terms including those as to quality, fitness for purpose, compliance with description or sample are excluded unless you deal as a consumer. If you do deal as a consumer, these terms do not affect your statutory rights.
11.2 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.
11.3 You agree that this limitation is reasonable having regard to the nature of our site and in particular given that when you purchase information or services through our site you will enter into a separate contract with us in each case.
12.1 We shall have no liability to you for any failure to deliver goods or provide services you have ordered or any delay in doing so or for any damage or defect to goods delivered that is caused by any event or circumstances beyond our reasonable control including, without limitation, strike, lock-outs, and other industrial disputes and breakdown of systems or network access.
13.1 We reserve the right at any time without notice to revise the content of our site (including the services offered by us) and the Terms and Conditions. Any changes to the Terms and Conditions will be posted on our site and by continuing to use our site following any such change you will signify that you agree to be bound by the revised Terms and Conditions.
14.1 We reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide the service to any user that is in breach of the Terms and Conditions.
15.1 We shall not be liable to you for any breach of the Terms and Conditions 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.
16.1 Except for our affiliates, directors, employees, or representatives, a person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
17.1 Contracts between us will be concluded in the English language and our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
19.1 Coddan CPM Ltd will use personal information which we hold about you to provide our services and to inform you about our services and products which we believe may be of interest to you.
19.2 Except in the situations as required or allowed by law or other regulation, we will not pass, disclose, rent, or sell your personal information (other than any personal information which is already publicly available and which is incorporated into our search products) to any third party without your prior consent.
20.1 We shall keep confidential your affairs except and to the extent that:
21.1 We reserve the right to make changes to these Terms and Conditions from time to time.
22.1 Each provision of this contract excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of those provisions is held in applicable or unenforceable in any circumstances and shall remain in force notwithstanding the termination of this contract howsoever occasioned.
23.1 No waiver by Coddan shall be construed as a waiver of any proceeding or succeeding breach of any provision.
24.1 Coddan may provide links, in its sole discretion, to other sites on the Internet for the convenience of its Visitors in locating related information and services. These sites are maintained by third parties over which Coddan exercises no control. Accordingly, Coddan expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party web sites. Moreover, these links do not imply an endorsement with respect to any third party or any web site or the products or services provided by any third party.
25.1 We reserve the right to cancel the contract between us if one or more of the goods or services you ordered were listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our supplier.
25.2 If we do cancel your contract we will notify you by e-mail and will re-credit to your account any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.
25.3 Coddan Ltd may temporarily deny service or terminate agreement upon the failure of applicant to pay charges when due. Such termination or denial will not relieve applicant of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees.
25.4 In the event you would like to cancel your order and receive a refund of your payment because Companies House rejected your submission or Coddan Ltd does not have enough information to proceed, surcharge of £15.00 plus WorldPay' 3.5% commission will apply to such refunds.
25.5 In addition, we may terminate agreement by written notice with immediate effect if: -
(a) You are unable to pay your debts as they fall due within the meaning of Section 123, Insolvency Act 1986, a receiver or administrator is appointed over or in relation to your assets or a resolution is passed or an order made for your winding up (or an event occurs within the jurisdiction of the country in which you are situated which has a similar effect to any of these in the UK);
(b) The actions or identity of you, any of the contacts or any officer, secretary, employee, member or beneficial owner of your shares (each an "associate") have caused or are likely, in our opinion, to cause us or any of our group companies to be in breach of any law or regulation or to incur any liability in any country or jurisdiction whatsoever or to damage in any way our reputation or the reputation of any of our group companies; or
(c) Any information, assurance or warranty given to us by you or any of the Contacts or your associates, whether in the agreement or otherwise, is found to be incorrect, insufficient or misleading in any material respect.
26.1 Under the terms of the Consumer Protection (Distance Selling) Regulations 2000 you may have the right to cancel the contract between us within 7 working days of the day after the date on which you receive any product from us or the date on which the contract for the provision of services is concluded. This right to cancel does not apply to products which have been personalised or made or supplied to your specifications or to services once performance of those services has started with your approval. Where we provide a product to you, if you cancel you must return the product to us, at your own cost, in its original condition.
27.1 Our fees are non-refundable, without exception. This means that whether your service is suspended, cancelled, or transferred before the end of the then-current service term, you will not be entitled to money back. At any moment in time, we reserve the right to increase fees (including initial package fees and renewal), surcharges, or incorporate new charges for any reason. Following a purchase (as defined here), refunds will be at our sole discretion. In situations where we deem that a refund is warranted, we reserve the right to deduct such amounts as we view are reasonable to cover the costs of our administration and any other incidental costs incurred.
27.2 Such costs could be, but are not limited to, credit card charges on the initial purchase and refund and costs of correspondence relating to the cancellation costs. In any case, the amount of such a deduction will not be less than £15.00 plus VAT.
27.3 In situations where a refund is requested for a new company formation or a shelf company purchase, which has been submitted on for incorporation or where order has already been processed, no refunds will be given in any circumstances whatsoever. Any actions relating to an unwanted company will be the sole responsibility of the purchaser and costs incurred in dissolving, reselling or amending any details relating to such a company will be borne by the purchaser in their entirety.
27.4 In situations where client had refused to provide requested due diligence documents or was not able comply with the due diligence procedures – no refunds will be issued. We can apply some exception for some of our clients and grant extra time on request. Failuire to comply with the due diligence procedures may result in a further notification to the SOCA (Serious and Organised Crime Agency).
27.5 The use of part of a purchased service will not entitle the buyer to a partial refund of any unused portion. Such services could include, but are not limited to the registered offices and nominees.
28.1 Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of services to you. 28.2 You are solely responsible for ensuring that your services are renewed and you are solely responsible for ensuring there is adequate funding for the services to be renewed. Coddan reserve the right to charge a renewal price different to the price at registration. 28.3 We shall have no liability to you or any third party in connection with the renewal or any attempt to renew the services as described herein, including, but not limited to, any failure or errors in renewing or attempting to renew the services.
29.1 Should Coddan be required to transfer the administration and management of the company to another provider, Coddan shall charge the client an "exit" or a "transfer out" fees.
29.2 Our professional charge to change of an agent or an administration for the UK registered companies and partnerships will be charged at the fee of £500.00 + VAT (if applicable) and will cover the preparation and filing of all relevant changes on the companies house (companies registrar) as well as additional company's (or partnerships) internal documents and resolutions.
29.3 Our professional charge to change of an agent or an administration for the offshore registered companies will be charged from £800.00 + VAT (if applicable), or professional fee will depend on the jurisdiction where company has been registered, and covers, the preparation and filing of all relevant changes on the registrar of companies at the country of incorporation, transfer out fees due to the registered agent (if any applicable), drafting a company's internal documents and resolutions.
2.4 Coddan reserves the right to apply a penalty clause should you change administrators without the appropriate notice. Coddan will calculate the penalty amount depending on the circumstances of the company's departure and upon its own merit; however, the charge will not be less than 150% of the transfer out fee. Failure to pay a late filing penalty can result in enforcement proceedings. If you do not pay the penalty, we will ask our debt collectors to take the action. Ultimately the matter will be decided in the County Court or Sheriff Court where you will have the opportunity to file a defence. You may wish to consider seeking professional advice because we may seek to recover our legal costs if the court finds in favour of the Coddan.
28.1 Where a purchaser request that an amendment be made to their original order, it is at our discretion whether such a change is granted. In situations where we agree to make such an alteration, we reserve the right to treat the amendment as a cancellation and separate purchase and charge fees in line with our refund policy. We are under no obligation to satisfy a request to amend an order once is has been placed and the purchase has occurred.
31.1 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 in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of our services under these Terms and Conditions shall not exceed £1,000,000.
31.2 Save as precluded by law, we shall not be liable to you for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with our services or these Terms and Conditions.
31.3 You undertake at all times: -
(a) To indemnify us from and against any liability incurred by us which arises from or as a result of the provisions of these Terms and Conditions or any act or omission by us relating to our appointment, other than any liability arising out of our gross negligence, wilful default or fraud; and
(b) To indemnify us against any costs, charges and expenses suffered or incurred in enforcing the provisions of these Terms and Conditions.
(c) We do not take responsibility if a customer/director/secretary/shareholder/any other officer of a company or an LLP does not comply with the Companies Law 2006, LLP Act 2001, and other relevant regulations.
(d) Being as the service provider we are not in title to explain all company’ or LLP’ officers and members’ duties and responsibilities. If something need to be explained or confirmed (about the duties and responsibilities) we can do it over the phone or by e-mail, but this service is chargeable.
32.1 You may not submit any defamatory, harassment or illegal material of any nature. This includes text, photos, graphics, video, programs, or audio. If you fail to abide by these Codan CPM Ltd rules, you will be sent an e-mail, which includes a warning that continuing to break the rules may result in action being taken against you. 32.2 If you post or send offensive or inappropriate content, and we consider such behavior to be serious and/or repeated, we may use whatever information that is available to us about you to stop any further such infringements. This may include informing relevant third parties such as data protection controller, anti-money laundering controller, police, etc. We reserve the right to delete any order, or take legal action against any customer, at any time, for any legal reason.
33.1 If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.
31.2 You are responsible for purchasing services which you are lawfully able to import or use and for the payment of import duties and taxes of any kind levied in your country.
32.1 You agree that you will not, and will not allow any other person to violate or attempt to violate any aspect of the security of our website.
34.2 You may not use any software tool for the purpose of extracting data from our website.
34.3 You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
35.1 When we communicate with you we do so by e- mail. You agree that e-mail communications are contractually binding in the same way as properly signed and dated paper sent by post.
35.2 Where we provide goods or services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other goods or service for which a charge is made. Accordingly, there is no contractual nor other obligation upon us in respect of those goods or service.
35.3 Nothing in this agreement or on our website shall confer on any third party any benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.
35.4 If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
35.5 No waiver by us, in exercising any right, power, or provision in this agreement shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
35.6 In the event of a dispute arising out of or in connection with these terms or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
35.7 We are not liable for any breach of our obligations resulting from causes beyond our reasonable control including strikes of our own employees.
35.8 This agreement shall be governed by and construed in accordance with the law of England. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
36.1 Coddan CPM Ltd encourages our clients to maintain full and frank communication and to raise any problems that may arise during the course of the matter. If you are dissatisfied with any aspect of service, you may raise your dissatisfaction with Coddan CPM Ltd in writing at the earliest possible opportunity. Any complaint will be dealt with as promptly and as comprehensively as follows. You will receive a preliminary response to your complaint within 28 days of receipt of the complaint or if this is not possible, you will be provided with reasons. You should note that complaints raised more than 30 days after submission of an invoice will not ordinarily be entertained.
37.1 Coddan CPM Ltd is able to communicate with you by e-mail as well as by post, fax, and telephone. Unless you let us know to the contrary, Coddan CPM Ltd will assume that you are happy for us to communicate by e-mail, even though we cannot guarantee the confidentiality or security of e-mail communications. Coddan CPM Ltd does not encrypt emails.
38.1 We are entitled to refuse to act for you if you fail to supply appropriate proof of identity for yourself or for any principal whom you may represent. We are not allowed to disclose information about a client's affairs without the client's authority or unless we are compelled to do so by law. We will not be liable for any loss, damage or delay arising out of the firm's compliance with any statutory or regulatory requirement.
39.1 Coddan CPM Ltd endeavors to provide the most accurate, up-to-date information and materials available, the information and materials available on this site may include inaccuracies or typographical errors. Moreover, Coddan CPM Ltd may make modifications and/or changes in this site or in the information and materials available on this site at any time, for any reason.
39.2 We or our content suppliers may make improvements or changes to our website, the content, or to any of the services, at any time and without advance notice. You are advised that content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
39.3 In no event shall Coddan CPM Ltd be liable for any indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use of this site or with the delay or inability to use this site, or for any information and materials available on this site, or otherwise arising out of the utilisation of this site, whether based in contract, tort, strict liability, or otherwise, even if Coddan CPM Ltd has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply.
39.4 We give no warranty and make no representation, express or implied, as to:
39.5 We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of our website or the purchase of services.
39.6 In any event, including the event that any term or condition or obligation on our part is implied into these conditions by law, then our liability is limited to the maximum extent permitted by law, to the value of the goods or services you have purchased.
39.7 The above two sub paragraphs do not apply to a claim for personal injury.
39.8 No person who is not a direct a party to any agreement covered by these general terms and conditions shall have any right under the contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement. Where you are a consumer, you have the right to cancel and contract for the provision of goods or services, by notice in writing (by post, but not via e-mail), at any time before seven working days have passed from the day after the contract was made. If, however, we have started to perform our side of the contract before you exercise your right to cancel, then the right to cancel is lost. We do not accept any liability should the company be struck off and/or removed from the registrar following the cancellation or the expiry of the services you are agreeing to take under this agreement should the company fail to meet statutory requirements following our actions to file the requisite forms to notify the termination of such services.
We are committed to preventing bribery and corruption and have a zero tolerance policy to it. It is our policy to comply with the Bribery Act 2010 and we have in place procedures designed to prevent our members, directors, employees, agents, representatives, contractors and sub-contractors from engaging in any activity which would constitute an offence under the Bribery Act 2010.
Any attempts to undermine, slander, libel, threaten, swear at, or cause harm to Coddan' employee, customers, support staff, or the company directly is strictly prohibited and is grounds for immediate order termination without refund. Coddan is cooperating with law enforcement authorities in the investigation of suspected criminal violations. Existing legislation will be used to deal with offences identified.