Terms & Conditions

In these Terms:

• “We”, “us” and “our” mean Property SPV, a company registered in England and Wales (Company Registration: 10510918), registered office 809 Salisbury House, 29 Finsbury Circus, London EC2M 7AQ.
• “You” and “your” mean the person or business ordering the Services from us.
• “Company” means the legal entity, such as a private limited company or limited liability partnership, that we form or manage for you under these Terms.
• “Consumer” means an individual acting wholly or mainly outside their trade, business, craft or profession (Consumer Rights Act 2015, section 2(3)).
• “Data Protection Legislation” means all laws in force in the United Kingdom from time to time relating to data protection and privacy, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
• “Services” means the services set out in your order, as confirmed by us.
• “Website” means propertyspv.co.uk and all of its pages.
• “Terms” means these Terms and Conditions.

By using the Website, you agree to these Terms.

The material on the Website and our social media pages is general information only. It is not legal, tax, accounting or other professional advice, and you should not rely on it as such.

Comments you post publicly on the Website or our social media pages can be seen by others. We are not responsible for how third parties use them.

Access to the Website is free of charge and is provided “as is,” subject to these Terms.

You are responsible for making sure that the information in your application meets the legal requirements. The main ones are listed below. For full details, see the GOV.UK guidance on how to set up a private limited company.

• Company name. The name must not be the same as an existing company name and must not be offensive or misleading. Some words and phrases require approval before you can use them. You should also check the UK Intellectual Property Office trademarks register. You are responsible for making sure the chosen company name, and any domain name, can lawfully be used.
• Registered office. The registered office must be an “appropriate address” in the part of the UK where the company is registered (England and Wales, Scotland, or Northern Ireland). It cannot be a PO box. Companies House and others send official letters to this address.
• Registered email address. The company must give Companies House a registered email address.
• Lawful purpose. The subscribers must confirm that the company is being formed for a lawful purpose.
• Directors. A private company must have at least one director who is an individual (a natural person). A public company must have at least two directors. Directors must be aged 16 or over.
• People who cannot be directors. Undischarged bankrupts and disqualified directors cannot act as directors, or take part in forming or managing a company, without the court’s permission.
• People with significant control (PSCs). You must identify everyone with significant control over the company, usually anyone holding more than 25% of the shares or voting rights.
• Memorandum and articles of association. The memorandum of association is a short, separate document in which the first shareholders (subscribers) agree to form the company and become members. The articles of association are the company’s internal rules, covering matters such as decision-making, directors’ powers, voting rights and dividends.
• Shares. For a company with share capital, you must decide how many shares to issue and their nominal value (for example, £1 each), and give a statement of capital and details of the first shareholders.
• SIC codes. You must give at least one Standard Industrial Classification (SIC) code describing the company’s business activities.

You must make sure that every person named in the application is eligible for their role. We are not responsible if Companies House rejects an application because a person named in it is not eligible.

The Website will guide you through the ordering process. Before you submit your order, you can review it and correct any mistakes. Please check your order carefully before you submit it.

You will see several options when you order. Please make sure you understand them before you buy. If you have any questions about our Services or your order, please contact us during normal UK business hours before ordering.

When you place an order, you are making an offer to buy the Services on these Terms. A contract is formed when we accept your order by email. We may decline any order without giving a reason.

We provide the Services on the basis that you give us complete and accurate information and instructions and authorise us to act on them lawfully. You are responsible for the accuracy and completeness of the information and documents you give us or upload to the Website. If Companies House rejects an application or document because of information you provided, we are not responsible for that rejection.

Pre-Submission Review. We will conduct a pre-submission review based on your particular circumstance and the needs of the service you order.

Authority to file. When you accept these Terms, you authorise us to prepare and file with Companies House, on behalf of the Company, the statutory forms needed to provide the Services, for as long as we provide them. If an ongoing service ends, including because of non-payment, you authorise us to file the forms needed to end that service.

The price shown at checkout is the total price, including VAT and any Companies House or ID verification fees.

Payment is due in full when you place your order.

We accept payment by bank transfer, Visa, Mastercard, American Express and PayPal.

All amounts must be paid in full, without any set-off, counterclaim, deduction or withholding, except where the law requires a deduction or withholding. This does not affect your legal rights as a Consumer.

Our supervision. Property SPV is supervised for anti-money laundering purposes by HMRC, registration number 4132446.

Checks we must carry out. We must comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. These require us to verify the identity of our customers and of people connected with them, such as directors, shareholders and people with significant control. We carry out these checks, including a digital ID verification check, because the law requires us to.

We will ask for certified copies of documents proving your identity and address. We will also ask you to complete a form about the nature of your business and the purpose of our relationship. If you do not provide what we need, we cannot provide the Services and will cancel your order. In that case, we will refund what you have paid, less a reasonable amount for work already done, including identity checks.

While we provide ongoing Services, we must repeat these checks from time to time.

Our right to refuse or stop Services. We may refuse an order, or stop providing Services without notice, if we cannot complete the checks the law requires, or if we suspect money laundering, terrorist financing, fraud or other criminal activity. The law may prevent us from telling you the reason. Where the law allows, we will refund fees for Services we have not provided.

Companies House identity verification. Every director and person with significant control (PSC) must verify their identity with Companies House. They can do this directly with Companies House using GOV.UK One Login, or through an Authorised Corporate Service Provider, our sister company UK Property Accountants being one. Once verified, each person receives a Companies House personal code.

You must give us the personal code for every director and PSC before we can submit the application. We cannot submit an application until this is done. Delays caused by identity verification are outside our control.

We file applications electronically using the Companies House online filing service. When you ask us to form a company or file information for you, you agree that the information will be submitted this way.

Companies House usually registers online applications within 24 (twenty-four) hours. Applications submitted late in the day, at a weekend or on a bank holiday may not be processed until the next working day. Timings depend on Companies House and are not guaranteed. The timescale starts once we have submitted a complete application, including Companies House identity verification for every director and PSC.

Same-day Service. If you buy our Same-day Service, we will submit your application using the Companies House same-day incorporation service. To qualify, you must give us all the information we need by 2 pm (1400 hours) on a working day, and every director and PSC must have completed Companies House identity verification and passed our anti-money laundering checks by that time. If the company is not incorporated the same day, we will refund the Same-day fee. This does not apply if Companies House refers the application for further review (for example, because the company name contains a sensitive word) or rejects it because of information you gave us.

If we cannot submit an application because information is missing or incorrect, or because Companies House needs more information, we will contact you to obtain it. We cannot submit the application until we have it.

This section applies to ongoing services such as our registered office, mail handling and confirmation statement services and any others that we deem relevant and appropriate through proper communication with you.

Term and renewal. Ongoing services run for 12 (twelve) months from the start date. They renew automatically for a further 12 (twelve) months at the end of each term unless you cancel.

Renewal reminder. We will email you at least 30 (thirty) days before each renewal date, and again at least 7 (seven) days before it. Each reminder will tell you the renewal date, the price and how to cancel. If you are a Consumer, you may also cancel within 14 (fourteen) days after an annual renewal.

How to cancel. You can cancel an ongoing service at any time before its renewal date by emailing info@propertyspv.co.uk. If you are a Consumer, you also have the 14-day (fourteen-day) right to cancel.

Non-payment. If a renewal payment fails, we will tell you by email and try to take the payment again. If it is still unpaid 14 (fourteen) days after the renewal date, we will give you a further 14 (fourteen) days’ notice by email that the service will end. While a payment is overdue, we will continue to receive post for the Company but may hold it until payment is made.

If the service ends, you must change the Company’s registered office to another appropriate address and notify Companies House within 14 (fourteen) days. If you do not, we may apply to Companies House under the Companies (Address of Registered Office) Regulations 2016 to have the Company’s registered office changed.

If you are a Consumer, you can cancel your order within 14 (fourteen) days after the day we accept it, without giving a reason.

How to cancel. Tell us clearly that you want to cancel, by email to info@propertyspv.co.uk or by post to Property SPV, 809 Salisbury House, 29 Finsbury Circus, London EC2M 7AQ. You can email or post the cancellation form below, but you do not have to.

Starting work during the 14 days. We will not start work during the 14-day (fourteen-day) cancellation period unless you explicitly ask us to in writing. If you ask us to and we complete the service (for example, your company is incorporated), you can no longer cancel.

If you ask us to and then cancel after we have started work but before we have finished, you pay only for the work done up to the time you tell us you are cancelling. We will refund the rest.

If you did not ask us to start work straight away, we will refund everything you have paid.

We will make any refund within 14 (fourteen) days of the day you tell us you are cancelling, using the same payment method you used.

These cancellation rights apply only to Consumers.

Model Cancellation Form

Consumers. If you are a Consumer and cancel within the 14-day (fourteen-day) period, we refund you as set out in the clause above.

Business customers. If you are not a Consumer, you may cancel at any time before we submit your application to Companies House. We will refund what you have paid, less the cost of work already done.

After submission. Once we have submitted your application to Companies House, our fees and the Companies House fee are not refundable, except in these cases:

• if Companies House rejects the application because of our error, we will correct and resubmit it free of charge or, if you prefer, refund you in full;
• if you bought the Same-day Service and the company is not incorporated the same day, we refund the Same-day fee.

If Companies House rejects the application because of information you gave us, we will not refund our fees, but we will help you correct and resubmit it, the charging situation decided based on the particular case.

Our commitment. We will provide the Services with reasonable care and skill.

What we never exclude. Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that the law does not allow us to limit or exclude.

Our errors. If Companies House rejects your application because of our error, we will correct and resubmit it free of charge or, if you prefer, refund you in full.

What we are not responsible for. We are not responsible for loss or delay caused by:

• inaccurate or incomplete information or documents you give us;
• a person named in your application not being eligible for their role;
• problems with your chosen company or domain name;
• Companies House processing times, system failures or decisions, or delays in identity verification;
• the Company being struck off or removed from the register for reasons outside our control, including failure to file documents we have not agreed to file for you; or
• events outside our control (see clause below).

Our maximum liability. Subject to “What we never exclude” above, our total liability to you for each order is limited to the fees you paid for that order.

If you are a Consumer. We are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or failing to use reasonable care and skill. Nothing in these Terms affects your legal rights as a Consumer.

If you are a business customer. We are not liable for any loss of profit, revenue, business, goodwill or opportunity, or for any indirect or consequential loss.

We are not responsible for delays or failures caused by events outside our reasonable control. Examples include Companies House system outages, failures of third-party IT systems, industrial action, fire, flood and other natural events.

If such an event affects the Services, we will tell you as soon as we can and do what we reasonably can to reduce the delay. If the delay is likely to be substantial, you may cancel and we will refund fees for Services we have not provided.

We use your personal data as explained in our Privacy Policy.

If you give us personal data about another person, such as a director, shareholder or person with significant control, you must:

• make sure you are allowed to share it with us lawfully, and that any necessary notices have been given; and
• tell that person about our Privacy Policy or give them a copy of it.

You agree to compensate us for any liabilities, penalties, fines, awards or costs we incur because you have not done so.

If you are unhappy with our Services, please contact us by email at info@propertyspv.co.uk or by post to 809 Salisbury House, 29 Finsbury Circus, London EC2M 7AQ. Please include your order number and a short description of the problem.

We will acknowledge your complaint within 2 (two) working days and aim to give you a full response within 10 (ten) working days. If we need longer, we will tell you why and when you can expect our response.

If you are unhappy with our response, you can ask within 20 (twenty) working days for your complaint to be reviewed by a manager. We will send you our final response within a further 10 (ten) working days.

Complaints about how we use your personal data are handled under our Privacy Policy.

We may update these Terms from time to time. The version in force when you place an order applies to that order. For ongoing services, we will give you at least 30 days’ notice by email of any significant change, and you may cancel before the change takes effect.

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have jurisdiction. If you are a Consumer living in Scotland or Northern Ireland, you may also bring proceedings in your local courts.