Terms of Business

2.1Use of our Site is subject to our Website Usage Terms, which should be read alongside these Terms of Business.

2.2Where Applications are provided as part of the Services, their use is subject to the applicable licence terms and any fair usage guidelines published by Formation Direct Ltd or the relevant provider. Clients are expected to familiarise themselves with and adhere to such guidelines at all times.

2.3All use of the Site, the Applications and the Services is subject to our Privacy Policy and, where applicable, any Data Processing Terms in place between the parties.

2.4These Terms, together with any additional terms expressly incorporated by reference, constitute the complete agreement between Formation Direct Ltd and the Client in respect of the Services. The Client confirms that it has not relied upon any representation, assurance, or undertaking not expressly recorded in these Terms, and waives any claim based on innocent or negligent misrepresentation arising from anything stated herein.

3.1Access to our Site is provided at no charge. Continued access to and use of the Applications and Services is conditional upon the Client and its Account remaining in good standing. Good standing requires that all directors, shareholders, partners, and persons with significant control associated with the Client and any Companies have satisfactorily completed all applicable KYC Checks and PEP and Sanctions Screenings.

3.2It is the Client’s sole responsibility to ensure it has the necessary hardware, software, and internet connectivity required to access the Site and Applications.

3.3Access to the Site, the Applications and the Services is provided on an "as is" and "as available" basis. Formation Direct Ltd reserves the right to modify, suspend, or withdraw any part of the Site or Applications at any time and without prior notice. We will not be liable for any loss or inconvenience arising from periods of unavailability.

4.1These Terms apply exclusively to business clients. Formation Direct Ltd does not supply its Services to private individuals acting in a personal capacity unconnected to any trade, business, or profession.

4.2By using the Site or placing an Order, the Client confirms that it is acting as a business and not as a consumer within the meaning of applicable consumer protection legislation.

5.1Formation Direct Ltd takes reasonable care to ensure that descriptions of Services published on the Site accurately represent the services that will be delivered. The specific scope of any service may, however, vary depending on the Client’s individual requirements and circumstances.

5.2Clause 5.1 does not limit our responsibility for errors caused by our own negligence. It relates solely to reasonable variation in delivery of the correct Services and does not extend to the provision of materially different services.

5.3Where relevant, the Client will be required to select a specific service package or individual service components prior to placing an Order.

5.4Formation Direct Ltd does not guarantee the availability of any particular Service at any given time. Availability is confirmed at the point of Order Confirmation.

5.5We make every effort to display accurate pricing on our Site. We reserve the right to revise prices, introduce or withdraw promotional offers, and amend our service catalogue at any time. Subject to clauses 5.8 and 5.9, price changes will not apply to Orders that have already been placed.

5.6All pricing is reviewed when an Order is processed. If a pricing error is identified, we will contact the Client before proceeding and offer the option to continue at the correct price or to cancel the Order. If no response is received within three business days, the Order will be treated as cancelled and any payment refunded.

5.7Where a price changes between the time of ordering and the time of payment processing, the Client will be charged the price displayed at the point the Order was originally placed.

5.8All prices shown on the Site are exclusive of VAT, which is added at checkout. If the applicable VAT rate changes between Order and payment, the VAT element will be adjusted accordingly at the point of collection.

5.9If government or third-party fees associated with an Order — such as Companies House filing fees or Royal Mail charges — change between the Order being placed and the service being delivered, Formation Direct Ltd reserves the right to pass on any such increase to the Client, either by adjusting the payment taken or by issuing a supplemental invoice for the additional amount.

6.1The Site guides the Client through the ordering process. Before submitting an Order, the Client will have the opportunity to review and correct any errors. It is the Client’s responsibility to check all details carefully before submission.

6.2An Order constitutes an offer by the Client to purchase Services from Formation Direct Ltd. No binding Contract is formed until we issue an Order Confirmation. Formation Direct Ltd reserves the right to decline any Order for any reason, including compliance concerns or capacity limitations.

6.3Each Order Confirmation will include: (a) confirmation of the Services ordered with a description of their key characteristics; and (b) a full breakdown of pricing including any applicable taxes and additional charges.

6.4If Formation Direct Ltd is unable to fulfil an Order after a Contract has been formed, we will notify the Client as soon as practicable and refund all amounts paid in full within eight business days.

6.5Requests to amend a confirmed Order will be considered by Formation Direct Ltd. We will advise the Client of any feasibility constraints and associated costs before proceeding with any amendment.

6.6Formation Direct Ltd may cancel an Order before Services have commenced where: (a) the required personnel or materials are unavailable; or (b) a force majeure event renders delivery impossible or impractical. Any payments made will be refunded within eight business days.

6.7All refunds arising under this clause will be made using the same payment method used when placing the Order.

7.1Payment for Services is required in advance at the time of ordering unless otherwise agreed in writing. Full pricing and payment details are confirmed in the Order Confirmation.

7.2All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding, except where a deduction is required by law.

7.3We accept the following payment methods: Visa, Mastercard, American Express, and Switch/Maestro/Solo. All card payments are processed securely by our payment provider. Formation Direct Ltd does not store card data.

7.4Where payment is overdue, Formation Direct Ltd reserves the right to charge interest at 8% per annum above the base lending rate of Barclays Bank Plc, accruing daily from the due date until the date of actual payment.

7.5Where the Client subscribes to a recurring service — including but not limited to registered address, mail forwarding, or telephone handling — acceptance of these Terms authorises Formation Direct Ltd to charge fees to the original payment card on renewal, and to automatically recover any additional costs arising under clauses 5.8 or 5.9.

8.1Formation Direct Ltd will provide the Services with reasonable skill and care, consistent with industry best practice. Services will commence on the date agreed at the point of ordering, subject to Order Confirmation.

8.2Formation Direct Ltd will continue providing the Services until completion or for the period specified in the Order Confirmation, subject to any earlier termination in accordance with these Terms.

8.3We will make every reasonable effort to deliver the Services in a timely manner. We cannot, however, accept responsibility for delays caused by events outside our reasonable control.

8.4Where Formation Direct Ltd requires information, documentation, or action from the Client in order to deliver the Services, the Client will be notified promptly. We cannot deliver Services if such information or action is not provided.

8.5If information provided by the Client is delayed, incomplete, or incorrect, Formation Direct Ltd will not be responsible for resulting delays. Where additional work is required to address such issues, a supplemental charge may apply.

8.6Formation Direct Ltd reserves the right to suspend or terminate the Services where the Client fails to provide required information or take required action within a reasonable period.

8.7We may also need to temporarily suspend the Services to address technical issues. We will take reasonable steps to restore normal service as quickly as possible.

8.8If the Client fails to pay any sum due, Formation Direct Ltd may suspend the Services until all outstanding amounts are settled. This does not affect our right to charge interest on overdue sums under clause 7.4.

8.9Where a problem arises with any aspect of the Services, the Client should contact us as soon as reasonably practicable as set out in clause 22.

8.10Where Applications are included in the Services, Formation Direct Ltd grants the Client a non-exclusive, non-transferable, time-limited licence to use those Applications solely for the purposes and duration of the Contract.

9.1In order to set up and maintain the Services, the Client agrees to provide Formation Direct Ltd, on request and at the Client’s own cost, with acceptable identity documentation and proof of address for all directors, shareholders, partners, and persons with significant control of the Client and associated Companies. The Client also agrees to complete all KYC Checks and PEP and Sanctions Screenings at onboarding and periodically as required. Formation Direct Ltd may charge additional fees for KYC procedures where the total number of directors and shareholders across the Company and any Related Entities exceeds four individuals in aggregate.

9.2Formation Direct Ltd may require original identity documents to be produced or certified by a notary public or other approved professional at the Client’s cost. It is Formation Direct Ltd’s sole discretion whether internally performed checks substitute for Third-party Provider screenings.

9.3The Client must not use the Services for any purpose that is unlawful or contrary to Formation Direct Ltd’s acceptable use policy. Any such use will constitute grounds for immediate termination without refund.

9.4Formation Direct Ltd reserves the right to suspend or terminate the Services without refund where it is unable to contact the Client using registered contact details, or where any associated individuals fail to pass required compliance checks within the timeframe specified.

9.5The Client must use a valid business email address as the primary contact for the Account. Personal email addresses may not be accepted as the main Account contact.

10.1Subject to the Client’s full compliance with all required formalities and the timely provision of all necessary information and documentation, companies are typically formed within 3–5 hours of submission to Companies House during standard London working hours. No guarantee is given as to timescale, as incorporation depends on external factors including but not limited to Companies House processing and IT systems.

10.2Formation Direct Ltd aims to despatch all relevant incorporation documents without undue delay but accepts no liability for delays in document delivery.

10.3It is solely the Client’s responsibility to ensure that any company name or domain name selected is available for registration and may lawfully be used. Formation Direct Ltd accepts no liability in connection with the Client’s chosen company name.

10.4By accepting these Terms, the Client: (a) authorises Formation Direct Ltd to file all statutory documents necessary to initiate and, where applicable, close the Services with Companies House; (b) confirms that submission of the incorporation request constitutes an instruction to proceed; (c) confirms that all named directors and officers have consented to act in those capacities; and (d) warrants that all information provided for incorporation purposes is accurate and duly authorised.

10.5Formation Direct Ltd accepts no legal responsibility if a judicial or administrative act results in the Company being removed from the Companies House register or subjected to fines or penalties for non-compliance.

10.6Confirmation statement filing, PSC identification services, and PSC register updates may be offered by Formation Direct Ltd or Third-party Providers for a fee, subject to the Client’s full compliance and timely provision of required information.

11.1The Client is entitled to use the mailing address and/or telephone number provided by Formation Direct Ltd for address or post handling purposes only during the active subscription period and provided the Account remains in good standing.

11.2In addition to the service fee, the Client is responsible for paying all applicable mail forwarding administration and postage charges.

11.3The Client must notify Formation Direct Ltd promptly in writing of any change to its contact details, including any change to the Company’s registered office, trading address, or directors’ service address away from a Formation Direct Ltd address.

11.4The Registered Office Address service covers receipt and forwarding of statutory mail from Companies House, HMRC, the ICO, the IPO, and the Pensions Regulator addressed to the Company. Subject to fair usage, statutory mail from the court services is also included. Other mail will be returned to sender unless the Client also holds an active London Trading Address subscription. Statutory mail is opened and scanned to the Company’s registered email address free of charge. Items that cannot be scanned will be posted to the forwarding address on file at the applicable charge. Formation Direct Ltd may hold non-statutory mail for up to 14 days to allow the Client to upgrade to the appropriate service. A Registered Office Address subscription applies to one Company only; multiple Companies require separate subscriptions.

11.5The London Trading Address mail forwarding service covers receipt and forwarding of general business correspondence, including bank letters and court mail, but does not include statutory mail from Companies House, HMRC, the ICO, the IPO, or the Pensions Regulator. Non-eligible mail may be returned or held for up to 14 days at Formation Direct Ltd’s discretion.

11.6The Director’s Service Address covers receipt and forwarding of statutory mail addressed to the specific officer for whom the service is purchased. Other mail may be returned or held at Formation Direct Ltd’s discretion. This service applies to one officer only; multiple officers require separate subscriptions.

11.7None of the address services cover mail from the DVLA, and Formation Direct Ltd’s address must not be used with the DVLA. Formation Direct Ltd’s address may not be used for VAT registration purposes, as HMRC generally requires the address from which the business operates and where business records are held.

11.8If a subscription for a Registered Office Address, London Trading Address, or Director’s Service Address lapses or is terminated, Formation Direct Ltd reserves the right to de-register the Company or relevant director from the applicable address and, where appropriate, update Companies House records to reflect the previously provided home address.

11.9All postal items received at any Formation Direct Ltd address are handled entirely at the Client’s risk. Formation Direct Ltd accepts no liability for loss, damage, or shortage of any postal items however caused.

11.10If the Client expects to receive large, bulky, or heavy items (exceeding 300mm × 215mm × 55mm), Formation Direct Ltd must be notified at least 24 hours before the expected delivery. Storage fees will apply for any such items held pending collection.

11.11Formation Direct Ltd will securely destroy post on the Client’s written request, using a certified third-party supplier. Charges for this service apply.

11.12Formation Direct Ltd takes reasonable steps to handle all mail accurately and efficiently. However, no warranty is given in respect of mail handling services, and the Client must not use Formation Direct Ltd’s address for important or valuable documents, or for items that are prohibited under Royal Mail guidelines.

11.13By subscribing to any address or post handling service, the Client grants Formation Direct Ltd limited power of attorney to receive and formally sign for postal items addressed to the Company and its directors.

11.14Unless instructed otherwise, mail items will be forwarded by Royal Mail on an untracked and uninsured basis to the address specified by the Client.

11.15Formation Direct Ltd’s address must not be used by the Company or any associated individuals until all KYC Checks and PEP and Sanctions Screenings have been approved.

11.16Mail forwarding services — whether by email or post — will only be performed during the active subscription period and provided the Account is in good standing.

11.17Formation Direct Ltd reserves the right to refuse receipt of tracked mail items if the Account is not in good standing.

12.1The bank and merchant account referral service requires the Client’s consent to the transfer of personal data to the relevant financial institution.

12.2The specific terms and conditions of the relevant financial institution govern the financial services provided by that institution.

12.3The referral service does not guarantee that the Client or the Company will be accepted as a customer by any financial institution.

13.1Where the Client orders nominee director or nominee shareholder services, Formation Direct Ltd may provide such nominees subject to acceptance in the Order Confirmation.

13.2Specific additional terms apply to nominee services and will be provided to the Client at the time of ordering.

14.1The Hirer must vacate the Meeting Room(s) at the end of the agreed booking period. Time cannot be carried over from a late start. If the Hirer overstays the agreed slot, Formation Direct Ltd will charge the applicable hourly rate for any additional time, payable immediately at reception. Non-payment will result in an invoice being raised with an administration fee of £80.00 added to the outstanding balance.

14.2The Hirer is responsible for the careful use of the Meeting Room(s) and all fittings and equipment. Any damage caused by the Hirer or persons permitted into the room by the Hirer must be made good at the Hirer’s expense.

14.3Formation Direct Ltd accepts no liability for personal injury, death, loss, or any other claim arising from the use of the Meeting Room(s) by the Hirer or any accompanying persons.

14.4Formation Direct Ltd accepts no responsibility for the loss of or damage to property brought into or left at the Meeting Room(s) by the Hirer or any other person. The Hirer agrees to indemnify Formation Direct Ltd against any such liabilities.

14.5Basic refreshments (tea, coffee, and water) are available for paid bookings of two hours or more. Additional refreshments may be charged at current rates. For complimentary bookings, refreshments are charged at £5.00 for up to four persons and £9.00 for up to eight persons. These prices are subject to change without notice.

14.6Only light refreshments and snacks are permitted in the Meeting Room(s). Hot meals and alcoholic beverages are not permitted on the premises. Any snacks beyond the basic refreshments provided must be supplied by the Hirer.

15.1Subscribers to Formation Direct Ltd’s call answering and/or voicemail services will be assigned a unique telephone number, typically beginning with 0203. A 0207 number may be available for an additional fee.

15.2Call diversion from the Client’s own number to the assigned Formation Direct Ltd number is only permitted where the Client holds an active call answering or voicemail subscription.

15.3The call answering service is subject to fair usage. Formation Direct Ltd reserves the right to pause, modify, or reprice the service if the volume or nature of incoming calls falls outside the normal parameters upon which the service is based.

15.4The telephone number assigned to the Client as part of this service remains the property of Formation Direct Ltd and is made available to the Client only for the duration of the subscription.

15.5The Client’s entitlement to use the assigned telephone number ceases upon expiry or termination of the relevant subscription.

15.6Calls handled as part of the call answering service may be recorded and monitored for training and quality assurance purposes.

15.7Full details of how personal data collected during telephone calls is handled are set out in Formation Direct Ltd’s Privacy Policy.

15.8Where the Client uses the call answering service, the Client may act as data controller with Formation Direct Ltd acting as data processor. The Client is advised to seek independent legal advice regarding any obligations this may create under applicable data protection legislation.

16.1Any promotional vouchers supplied by Formation Direct Ltd, including but not limited to advertising platform credits, are subject to the terms and conditions of the issuing supplier.

16.2Complimentary vouchers for advertising platforms are for use on new accounts only and are subject to the relevant platform’s current terms and conditions.

17.1The Services do not include the following unless separately agreed in writing by Formation Direct Ltd: (a) bookkeeping; (b) preparation of annual accounts; (c) general accountancy services; (d) auditing; or (e) legal or tax advisory services.

17.2Any provision of the services listed in clause 17.1 requires Formation Direct Ltd’s prior written approval and will be subject to separate terms and pricing.

18.1Cancellation of the Contract is subject to the specific terms applicable to each service, including any minimum contract period or notice requirements. These details are set out in the Order Confirmation or on the Site.

18.2Refund entitlement varies by service type. The Client will be responsible for the cost of all Services delivered up to the point of cancellation, including any preparatory work for which Formation Direct Ltd has reasonably incurred costs, and any fees that are expressly non-refundable. Such amounts will be deducted from any refund due, or invoiced separately if no refund is owed.

18.3Refunds due under this clause will be issued as promptly as possible and in any event within 14 calendar days of the cancellation request being received.

18.4All refunds will be made using the same payment method as the original transaction.

19.1Formation Direct Ltd may cancel or terminate the Services where delivery becomes impossible or impractical due to a force majeure event or the unavailability of required personnel or materials. In such cases, the Client will only be charged for Services already delivered, and any balance due will be refunded promptly.

19.2Once Services have commenced, Formation Direct Ltd may terminate the Contract on 14 calendar days’ written notice for any reason. Formation Direct Ltd is not required to state the reason for termination. The Client will only be charged for Services received to that point.

19.3Formation Direct Ltd may terminate the Contract immediately by written notice in any of the following circumstances: (a) any director, shareholder, or associated individual fails to pass or maintain required KYC Checks or PEP and Sanctions Screenings; (b) the Client fails to make payment by the due date; (c) sanctions or regulatory actions are imposed on the Client or the Company that Formation Direct Ltd reasonably considers incompatible with continuing the Services; (d) the Company is dissolved; or (e) the Client commits a material breach and fails to remedy it within three calendar days of written notice.

19.4Refunds are not normally provided on termination under clause 19.3. Any refund in such circumstances is at Formation Direct Ltd’s sole discretion.

19.5All refunds under this clause will be made using the same payment method as the original transaction.

20.1Subject to clause 20.4, Formation Direct Ltd will not be liable to the Client, the Company, or any third party for loss of profit, loss of business, business interruption, loss of business opportunity, or any indirect or consequential loss, whether arising in contract, tort, or otherwise.

20.2Formation Direct Ltd accepts no liability for fines or penalties resulting from late filing of confirmation statements or company accounts. It is the Client’s and the Company’s responsibility to ensure all statutory filings are made on time.

20.3Formation Direct Ltd’s total liability is limited to £100 or 50% of the total fees paid, whichever is lower. Please ensure all statutory filings are managed independently and on time.

20.4Nothing in these Terms limits or excludes Formation Direct Ltd’s liability for: death or personal injury caused by our negligence; fraudulent misrepresentation; or any other matter that cannot lawfully be excluded or restricted.

21.1Formation Direct Ltd will not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, earthquake, pandemic, acts of terrorism or war, governmental action, or any other event beyond our reasonable control.

21.2Where such an event occurs: (a) Formation Direct Ltd will notify the Client as soon as reasonably practicable; (b) our obligations will be suspended and applicable time limits extended for the duration of the event; (c) Formation Direct Ltd will notify the Client when the event has ended and provide revised delivery details where relevant; and (d) if the event continues for more than 14 calendar days, Formation Direct Ltd may cancel the Contract and issue any refunds due within 14 calendar days of the cancellation notice.

22.1For all general enquiries and matters relating to the Services or your Order, Formation Direct Ltd can be contacted by telephone at +44 (0)207 689 7888, by email at info@formationdirect.co.uk, or by post to 5 Torrens Street, Unit H, London, EC1V 1NQ.

22.2The Client is responsible for maintaining accurate and current contact details on their Account and for ensuring that emails from Formation Direct Ltd are not filtered as spam or junk.

22.3Written notices issued by Formation Direct Ltd under these Terms will be sent to the Client’s registered email address and will be deemed received 24 hours after despatch, provided no delivery failure notification is returned.

23.1Formation Direct Ltd welcomes feedback from all clients and is committed to resolving any concerns promptly and fairly. If the Client is dissatisfied with any aspect of the Services, we encourage contact at the earliest opportunity.

23.2Complaints should be submitted in writing to info@formationdirect.co.uk. We will acknowledge all complaints within two business days and aim to provide a substantive response within fourteen business days.

24.1All personal data relating to the Client and associated data subjects will be collected, processed, and held in accordance with applicable Data Protection Legislation and the rights of the relevant individuals thereunder.

24.2Full details of Formation Direct Ltd’s approach to data collection, processing, storage, and retention — including the purposes for which personal data is used, the legal basis for processing, and information on data subject rights — are set out in our Privacy Policy. Where Formation Direct Ltd acts as data processor for the Client, the Privacy Policy and any applicable Data Processing Terms together constitute the Data Processing Agreement between the parties.

24.3Formation Direct Ltd’s Privacy Policy is incorporated into these Terms by reference. Acceptance of these Terms constitutes acceptance of the Privacy Policy as a condition of receiving the Services.

25.1Formation Direct Ltd may transfer its rights and obligations under these Terms to a third party, for example in the event of a business sale. The Client will be notified in writing if this occurs. The Client’s rights under these Terms will not be adversely affected.

25.2The Client may not transfer or assign its rights or obligations under these Terms without Formation Direct Ltd’s prior written consent.

25.3These Terms are between Formation Direct Ltd and the Client only and are not intended to confer any benefit on any third party.

25.4If any provision of these Terms is found to be unlawful, invalid, or unenforceable, it shall be severed from the remainder. The remaining provisions shall continue in full force and effect.

25.5A failure or delay by Formation Direct Ltd in exercising any right under these Terms does not constitute a waiver of that right or any future right.

25.6Formal notices from the Client to Formation Direct Ltd must be sent by registered post to our registered office address. Formation Direct Ltd may serve notices on the Client by any reasonable means, including post, courier, or email to the registered contact address.

25.7Formation Direct Ltd reserves the right to revise these Terms at any time, including in response to changes in applicable law or regulation. Updated Terms will be published on the Site with a revised effective date. Continued use of the Services following any revision constitutes acceptance of the updated Terms.

26.1These Terms and any Contract formed under them shall be governed by and construed in accordance with the laws of England and Wales.

26.2Any dispute, controversy, or claim arising out of or in connection with these Terms or the relationship between Formation Direct Ltd and the Client shall be subject to the exclusive jurisdiction of the courts of England and Wales.