Website Terms,Conditions & Purchase Agreement
These Terms and Conditions are effective immediately
BETWEEN: GOLDCHILD LIMITED
AND: The Website User or visitor, either registered or otherwise
Use of Web Site Is Acceptance of Terms
By using the Web Site www.company4sale.co.uk, a Registered User fully accepts these Terms, as well as the manner in which the Company conducts its business activities. The Company does not recognize any other Terms and Conditions unless the Company has agreed to their validity in writing
Registered User Requirements
A Registered User must:
be over the age of 16, and
be able to enter into legally-binding contracts with
Have an e-mail address.
Registered User Restrictions
A Registered User must not be:
a previously suspended Registered User of the site, who has re-registered;
Resident outside of the country where he has registered
If a Registered User is any of the above at time of registration then the contract will be void
A Registered User may not register more than once with the Company’s Web Site. Multiple identities and accounts are banned.
A Registered User must choose a Username during the registration process. This Username must not be offensive or infringe the right of a third party. This Username must not be misleading, used to give opinions, or directly or indirectly solicit other Users of the Web Site to use the services of any other Company. Certain other obligations are created in respect of a Registered User’s Username
This password must be kept secret. All Registered Users are liable for any activities undertaken using their Username and the associated password.
Obligation to behave honestly
All Registered Users are expected to behave honestly and fairly. The services of the Company are only provided to a Registered User whilst the Company retains trust in that Registered User to behave in this manner. The Company will suspend any Registered User who breaches this requirement
Obligation to behave honestly
All Registered Users are expected to behave honestly and fairly. The services of the Company are only provided to a Registered User whilst the Company retains trust in that Registered User to behave in this manner. The Company will suspend any Registered User who breaches this requirement
Current and Accurate Contact Information
all user’s and visitors to the site are responsible for maintaining accurate and complete contact information and promptly updating such information if they move or their contact information otherwise changes, or if a user or visitor has difficulty receiving emails from kompanyname.com at the email address provided. If a payment to a user or visitor is returned to us for any reason, including our being provided with inaccurate or outdated contact information, we will hold such payment for up to seven (7) days and will resend the payment upon request and receipt of correct contact information within the seven (7) day period. If we do not receive a request to resend payment along with correct contact information within seven (7) days, all Account Cash giving rise to the payment are deemed forfeit, and the payment is forfeited and permanently waived
Right to Verify Identity of Registered User or Unregistered user
GOLDCHILD LIMITED has the right to verify the identity of any Registered User or Unregistered user at any time, using all reasonable endeavours. This Right to Verify extends to a temporary hold being placed on the activities of any Registered User or Unregistered user whilst the necessary verification is carried out.
The Company has the right to request that a Registered User provide a scan of photo ID (such as a Passport or Driving License), proof of address and/or other documentation reasonably required for verification purposes.
Licence to use website
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
You must not:
(a) Republish material from this website (including republication on another website);
(b) Sell, rent or sub-license material from the website;
(c) Show any material from the website in public;
(d) Reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
(e) Edit or otherwise modify any material on the website; or
(f) Redistribute material from this website except for content specifically and expressly made available for redistribution such as our newsletter.
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities including, without limitation, scraping, data mining, data extraction and data harvesting on or in relation to our website without our express written consent.
You must not use our website to transmit or send unsolicited commercial communications.
You must not use our website for any purposes related to marketing without our express written consent
You’re Relationship with the www.company4sale.co.uk
Registering on the Web Site www.company4sale.co.uk gives you the status of a Registered User. All Registered Users must therefore agree that these Terms and Conditions constitute the contractual relationship between the Company https://company4sale.co.uk and the Registered User in relation to its Web Site. These Terms apply equally to all countries in which the Company operates. Registration and use of the Web Site operated by the Company constitutes an acceptance by a Registered User of all of the Terms herein. These Terms constitute a legally-binding agreement between a Registered User and the Company. A Registered User is assumed to have read through them all carefully. If a Registered User violates any of these Terms and Conditions, he may be suspended from the Web Site. If suspended from the Web Site,he will forfeit any remaining money due to him.
Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.
If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that the password is kept confidential.
You must notify us in writing immediately if you become aware of any unauthorised use of your account or password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential and may be held liable for any losses arising out of such a failure.
You must not use any other person’s user ID and password to access our website, unless you have that person’s express permission to do so.
We may disable your user ID and password at any time in our sole discretion with or without notice or explanation.
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your content in any existing or future media. You also grant to us the right to sub-license these rights and the right to bring an action for infringement of these rights
Your content must not be illegal or unlawful, must not infringe any third party’s legal rights and must not be capable of giving rise to legal action whether against you or us or a third party in each case under any applicable law.
You must not submit any content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY REGARDING THE USE OF company4sale.co.uk
We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to this website and the use of this website including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill.
Whilst every effort is made to ensure that due care is exercised in handling credit/debit card information by our payment gateway, We will not be liable for any compromise, misuse of information or breach of security by Our payment gateway.
We accept no liability for any indirect losses howsoever caused including without limitation; loss of income or revenue; loss of business; loss of profits or future contracts; loss of anticipated savings; loss of data; or waste of management or office time or space whether caused by tort, negligence, breach of Contract or otherwise, even if foreseeable
This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record, whether for breach of Contract, tortious behaviour, negligence, or under any other cause of action. The User specifically acknowledges that www.company4sale.co.uk is not liable for the defamatory, offensive or illegal conduct of other Users or third-parties and that the risk of injury from the foregoing rests entirely with the Use
In no event will company4sale.co.uk, or any person or entity involved in the use of a company4sale.co.uk be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use company4sale.co.uk. The User hereby acknowledges that the provisions of this section shall apply to all content on The Website
In addition to the Terms set forth above neither,company4sale.co.uk, nor its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained on Our Website, or for any delay or interruption in the transmission thereof to the User, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including, but not limited to, lost profits, punitive or consequential damages. Neither, company4sale.co.uk, nor its affiliates, information providers or content partners warrant or guarantee the timeliness, sequence, accuracy or completeness of this information. Additionally, there are no warranties as to the results obtained from the use of the information
We will not be liable to you in respect of any losses arising out of any event or events beyond our control
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage
Our Website may contain links to other websites operated by third parties, and these sites may likewise contain links to other websites. Despite conducting careful checks, We assume no liability for the content of external links. The operators of the sites linked to and from this site are solely responsible for their contents. We hereby expressly distance ourselves from all content of any and all websites linked to Our Website. We cannot take any responsibility for the content of the data protection and privacy guidelines of third-party websites
VIRUSES, HACKING AND OTHER OFFENCES
You are expressly prohibited from misusing Our Website in any way. In these Conditions misuse is defined as; introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful; gaining or attempting to gain access to Our Website, the server on which Our Website is stored or any server, computer or database connected to Our Website; attacking or attempting to attack Our Website via any denial of service attack or distributed denial of service attack; or, attacking or attempting to attack Our Website by any other means that is recognised as an attack vector
https://company4sale.co.uk registered users or unregistered users customers may be contacted by the media. When this happens, the registered user or customer must refer all such contacts to https://company4sale.co.uk immediately, address is at bottom of page. Registered user or customers are not authorized to make any statements or comments to the media with reference to any or all of https://company4sale.co.uk officers, products or procedures, without written permission to do so by https://company4sale.co.uk ,Failure to abide by this policy is grounds for account termination, and loss of all monies and product’s held by https://company4sale.co.uk and could be held liable
Please read these terms and conditions before authorising any payment for services offered by us. By consenting to our terms and conditions means you have agree to be legally bound by them each time you use our services. We reserve the right to modify and amend our site and the terms and conditions when necessary without notice.
Exclusion of third party rights
All orders that you place through this Website are deemed to be an offer by you to purchase the products or services that we supply subject to these Terms and are subject to acceptance of the order by ourselves. We may chose not to accept any order without providing a reason.
You are presented with a range of choices during the ordering process. It is your responsibility to ensure that you read and understand these choices before you proceed with any purchase. Please contact us during usual UK office hours if you are unsure about anything before you proceed with a purchase (please note that while we endeavour to respond to enquiries promptly, we cannot guarantee to do so. It remains your responsibility to take advice about the product you intend to order before the order is placed)
Services not included in product purchased
Our products do not include any of the following in respect of any of the packages we offer for sale online:
Accountancy advisory services, tax advice, auditing of your books or other services not expressly mentioned. Please note that the maintenance of the statutory books of the company under the Printed, Privacy, Comprehensive or Ultimate packages does not include any of these services. You will need to arrange these separately
Any advice on the suitability or adequacy of any company you may purchase from us for your intended purposes.
You are strongly advised to seek independent advice before you purchase a company from us. We assume that you have done so. If you have not yet taken such advice, please do not proceed with any purchase until you have done so.
Price of goods and services
The price for any goods or services that you purchase from us is as set out under the option you select and unless otherwise stated, all prices exclude VAT at the prevailing rate.
The total purchase price, including VAT, if any, will be displayed in your shopping cart prior to confirming the order.
We reserve the right periodically to update the prices on the Website and to add to, amend, or withdraw the products and services that we offer, without prior notice. Every effort is made to ensure that the prices are correct, but in the event of serious error, any transaction shall be voidable by us and you would then be entitled to a full refund.
We shall not be liable to anyone for withdrawing or amending any of the products we sell, or for refusing or failing to process an order
We do not accept any liability should the Company be struck off and/or removed from the Register or any issue with the company name is deemed to be ‘too like’ another company’s, (a complaint can be lodged against your business,It’s also vitally important to ensure that your chosen company does not infringe any registered trade marks).We do not accept any liability If a company is registered with a name which is similar to that of an existing registered company, the original company may be able to persuade Companies House to exercise its powers under sec7 of the Act to order the new company to change its name.(Notice that Companies House will allow a name to be registered that is very similar to that of an existing company (provided it is not the same), and then, within 12 months after registration, order the new company to change its name because it is too like the one already there.)For reasons out of our control or 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.
OUR COMPANIES ARE SOLD AS DORMANT,
THE NEW DIRECTOR TAKES FULL RESPONSIBILITY FOR THE COMPANY.
the sale and purchase of ordinary shares.
1 INTERPRETATION 1
2 AGREEMENT FOR SALE 4
3 PURCHASE CONSIDERATION 4
4 CONDITIONS 4
5 COMPLETION 4
6 WARRANTIES BY THE SELLER 5
7 LIMITATIONS OF LIABILITY 6
8 ASSIGNMENT 6
9 TIME OF THE ESSENCE 6
10 CONFIDENTIALITY 6
11 ANNOUNCEMENTS 7
12 COSTS 8
13 VAT 8
14 SURVIVAL OF OBLIGATIONS 8
15 AMENDMENTS 8
16 WAIVERS AND REMEDIES 8
17 ENTIRE AGREEMENT 9
18 RIGHTS OF THIRD PARTIES 9
19 NOTICES 9
20 COUNTERPARTS 11
21 GOVERNING LAW 11
22 JURISDICTION 12
SCHEDULE 1 – THE COMPANY 13
SCHEDULE 2 – COMPLETION DOCUMENTS 14
SCHEDULE 3 – THE WARRANTIES 15
Agreed Form Documents
Transfers of Sale Shares
Deeds of resignation
(A) The Company is a private company limited by shares incorporated
in England and Wales.
(B) The Seller is the beneficial owner of or is otherwise able to procure the transfer, free
from Encumbrances, of all of the Sale Shares.
(C) The Seller has agreed to sell and the Buyer has agreed to purchase all of the Sale
Shares subject to and on the terms and conditions of this Agreement.
(D) The Buyer would like to keep the VAT registration number of the Company, from the
Seller. The Seller accepts and will not de-register the company subject to and on the
terms and conditions of Clause 13 of this agreement (VAT).
IT IS AGREED as follows:
In this Agreement the following words and expressions shall have the following
Announcement the company announcement of the change of control of
the company, in the agreed form, to be released
completion of the sale and purchase of the Sale Shares
as contemplated in accordance with this Agreement;
Encumbrance includes any interest or equity of any person (including
any claim, right to acquire, option or right of preemption)
or any debenture, mortgage, charge,
assignment, hypothecation, pledge, lien, security
interest, bill of sale, lease, hire-purchase, credit-sale
and other agreements for payment on deferred terms,
title retention or other right of retention or any other
security agreement or arrangement;
Sale Shares the one ordinary share of £1.00 in the capital of the
Company, which has been issued;
Warranties the warranties set out in Schedule 3 and all other
warranties on the part of the Seller contained in this
Agreement or which are implied by law.
1.2.1 : In this Agreement, unless otherwise specified or the context otherwise
(a) words importing the singular only shall include the plural and vice
(b) words importing the whole shall be treated as including a reference
to any part thereof;
(c) words importing any gender shall include all other genders;
(d) reference to a Schedule or other attachment, recital, clause or
paragraph is to the relevant Schedule or other attachment, recital,
clause or paragraph of or to this Agreement;
(e) reference to this Agreement or to any other document is a reference
to this Agreement or to that other document as modified, amended,
varied, supplemented, assigned, novated or replaced from time to
time as permitted by this Agreement;
(f) reference to any provision of law is a reference to that provision as
modified or re-enacted from time to time except to the extent that any
modification or re-enactment takes effect after the date of this
Agreement and has the effect of increasing or extending any
obligation or liability or otherwise adversely affects the rights of any
party to this Agreement;
(g) reference to any statutory provision is a reference to any subordinate
legislation made under that provision from time to time;
(h) reference to any English legal term for any action, remedy, method of
judicial proceeding, legal document, legal status, court, official or any
legal concept, state of affairs or thing shall in respect of any
jurisdiction other than England be deemed to include that which most
closely approximates in that jurisdiction to the English legal term.
1.2.2 Any phrase in this Agreement introduced by the term include, including, in
particular or similar expression will be construed as illustrative and will not
limit the sense of the words preceding that term.
Headings used in this Agreement are for reference only and shall not affect its
construction or interpretation.
1.3 Other references
In this Agreement, a reference to:
1.3.1 this Agreement means this agreement and all Schedules and other
attachments and recitals to this agreement;
1.3.2 business day means a day, other than a Saturday or a Sunday, on which
banks are open for business in London;
1.3.3 a document being in the agreed form means in a form agreed by the Seller’s
Solicitors and the Buyer’s Solicitors and signed or initialled by or on behalf of
the Seller and the Buyer for identification as amended from time to time as
permitted by clause 15;
1.3.4 person includes any individual, firm, company, corporation, body corporate,
government, state or agency of state, trust or foundation, or any association,
partnership or unincorporated body of two or more of the foregoing (whether
or not having separate legal personality and wherever incorporated or
1.3.5 notice includes any formal request, demand and similar communication
relating to this Agreement but not the service of proceedings or other
document in any legal action relating to this Agreement;
1.3.6 written or in writing includes faxes and any non-transitory form of visible
reproduction or words but excludes electronic mail and text messaging via
2 AGREEMENT FOR SALE
2.1 Sale and Purchase
Subject to the terms and conditions of this Agreement, the Seller shall sell, with full title
guarantee, free from all Encumbrances and the Buyer shall purchase as at Completion,
the Sale Shares.
2.2 Waiver of rights
The Seller hereby waives or agrees to procure the waiver of any pre-emption rights
which may exist in relation to the Sale Shares pursuant to the articles of association of
the Company or otherwise.
2.3 Simultaneous acquisition
On Completion, neither party shall be obliged to complete the sale or purchase of any
of the Sale Shares unless the sale and purchase of all the Sale Shares is completed
simultaneously in accordance with this Agreement but completion of the sale and
purchase of some of the Sale Shares shall not affect the rights of the parties with
respect to the others.
3 PURCHASE CONSIDERATION
The consideration for the Sale Shares shall be the Consideration
The Buyer shall pay the full amount of the Consideration at Completion.
5.1 Date and place
Completion shall take place at the offices of the Seller at an agreed time.
5.2 Seller’s obligations
At Completion, the Seller shall:
5.2.1 deliver, give or make available to the Buyer the documents listed in
5.3 Buyer’s obligations
At Completion, the Buyer shall, subject to compliance by the Seller with the obligations
set out in clause 5.2:
5.3.1 transfer to the Seller at the Seller’s agreed method of payment the
5.3.2 deliver to the Seller a signed resolution of the board of directors of the Buyer
approving Completion and the execution and delivery of any documents to
be delivered by the Buyer at Completion;
5.3.3 The buyer will change the registered address of the company to its own
designated address on Companies House registry or ask the seller to do it.
If asking the seller to do, the change is to be done immediately at completion.
If not, the buyer has seven days to make the change unless the buyer has
the authorisation of the seller for a longer period but which will not exceed 14
5.4 Failure to comply
5.4.1 If, in any respect, the obligations of either party set out in this clause 5 are
not complied with on the date specified in clause 5.1, the party not in default
shall not be obliged to complete this Agreement and may (without prejudice
to its rights under this Agreement):
5.4.2 In the absence of any changes made, in accordance with clause 5.3.3, the
transaction will be cancelled and the buyer will not be entitled to a refund.
The buyer will continue to own the shares in full.
6 WARRANTIES BY THE SELLER
Subject to the provisions of this clause 6 and clause 7, the Seller warrants to the Buyer
that each of the Warranties is true on the date of this Agreement.
6.2 Warranties given at date of this Agreement
The Warranties are given on the date of this Agreement and the Seller is under no
obligation to disclose to the Buyer anything which is or may constitute a breach of or
be inconsistent with any of the Warranties or of which it may become aware after the
date of this Agreement.
6.3 Payments under Warranties to be deemed reduction of consideration
Any amount payable under this Agreement for breach of the Warranties shall be
deemed to be a reduction in the consideration payable for the Sale Shares.
6.3.1 the Agreement when executed will constitute valid and binding obligations
on the Buyer, in accordance with its terms and conditions;
6.3.2 the execution and delivery of, and the performance by the Buyer of its
obligations under, this Agreement will not:
7 LIMITATIONS OF LIABILITY
7.1 Limitation of Seller’s liability
The liability of the Seller under the Warranties shall be limited to the Consideration.
No party shall assign, transfer (in whole or in part) or charge or deal in any manner with
this Agreement or the benefit of or the rights under this Agreement. Each party
undertakes to the other parties that it is and will continue to be a party to this Agreement
for its own benefit and not for the benefit of any other person.
9 TIME OF THE ESSENCE
Time shall be of the essence in this Agreement.
10.1 Prohibition on disclosure
Each party hereby undertakes with the other parties, that it shall both during and after
the term of this Agreement preserve the confidentiality of, and not directly or indirectly
use, otherwise than for the purposes of this Agreement, or disclose, details of the
provisions or subject matter of this Agreement or any information obtained by such
party about any other party as a result of negotiating, entering into or performing its
obligations under this Agreement except:
10.1.1 in the circumstances set out in clause 10.2 below; or
10.1.2 with the prior written consent of the party to whose affairs such confidential
10.2 Permitted disclosures
The circumstances referred to in clause 10.1.1 above are:
10.2.1 where the confidential information enters the public domain otherwise than
as a result of a breach by any of the parties of its obligations in this clause
10.2.2 if and to the extent that disclosure is:
(a) made in compliance with any requirement of law or regulation or
pursuant to the order of a court of competent jurisdiction; or
(b) required by contractual obligations existing at the date hereof;
(c) required to vest the full benefit of this Agreement or any document
executed pursuant to this Agreement in any party;
(d) disclosed only to the professional advisers, auditors, insurers or
bankers of each party under suitable conditions of confidentiality;
(e) made with the other parties’ prior written approval; or
(f) information which was lawfully in that party’s possession prior to its
disclosure to such party by any other party,
provided that any such information used or disclosable pursuant to this
clause 10.2.2 shall, so far as reasonably practicable, be used or disclosed
only after consultation with any non-disclosing party.
10.3 No time limit
The restrictions contained in this clause shall continue to apply after the completion of
this Agreement without limit in time.
11.1 Prohibition on announcements
Subject to clause 11.2, the parties shall not make any announcement in relation to this
Agreement or otherwise publicise its existence or its contents or use or refer to the
name, trade mark or trade name of a party in any disclosure without the prior written
consent of the other parties. A party shall be entitled to withhold such consent and
shall be under no obligation to provide any explanation for such action.
The provisions of clause 11.1 shall not apply to disclosure of matters required to be
in the Announcement;
11.2.1 in compliance with any requirement of law or regulation or pursuant to the
order of a court of competent jurisdiction; or
11.3 No time limit
The restriction in clause 11.1 shall apply without limit of time.
All expenses incurred by or on behalf of the parties, including all fees of professional
advisers employed by the parties in connection with the negotiation, preparation and
execution of this Agreement shall be borne solely by the party which incurred them.
The Buyer agrees to transfer the VAT number via HMRC in writing, using HMRC form
VAT68, immediately after Completion but no later than 21 days after Completion, of the
taking over of the Company. The Buyer will comply with the terms and condition of form
VAT68 and the Seller will become free of any implication with this VAT registration after
At the request of the Buyer however, and upon the agreement of the Seller, the Buyer
will open an HMRC account in its own name for that VAT registration number and
remove the name of the Seller so that the Seller no longer has any access to the
administration of that VAT number. The Seller will agree, if needed, to help completing
The Seller will however continue to maintain the VAT account, in accordance with any
VAT obligation, until such process described above, whether in writing or done online,
is fully completed.
13.1 Failure to comply
In the absence of any changes made, in accordance with clause 13, the transaction will
be cancelled and the buyer will not be entitled to a refund. The buyer will continue to
own the shares in full.
14 SURVIVAL OF OBLIGATIONS
Notwithstanding Completion, each and every right and obligation of the Buyer and the
Seller under this Agreement shall, except in so far as fully performed at Completion,
continue in full force and effect.
No amendment or variation of this Agreement or any of the documents referred to in it
shall be effective unless it is in writing and signed by or on behalf of each of the parties.
16 WAIVERS AND REMEDIES
16.1 Except as otherwise stated in this Agreement, the rights and remedies of each party
under this Agreement:
16.1.1 are in addition to and not exclusive of rights or remedies under the general
16.1.2 may be waived only in writing and specifically.
16.2 Delay in the exercise or non-exercise of any right under this Agreement is not a waiver
of that right.
16.3 Partial exercise of any right under this Agreement shall not preclude any further or other
exercise of that right or any other right under this Agreement.
16.4 Waiver of a breach of any term of this Agreement shall not operate as a waiver of any
subsequent breach of any other term or any subsequent breach of that term.
17 ENTIRE AGREEMENT
17.1 Entire agreement
This Agreement (together with the documents referred to herein):
17.1.1 constitutes the entire agreement and understanding between the parties with
respect to the subject matter of this Agreement; and
17.1.2 supersedes and extinguishes any prior drafts, agreements, undertakings,
understandings, promises or conditions, whether oral or written, express or
implied between the parties relating to such subject matter.
Each party acknowledges to the others that it has not been induced to enter into this
Agreement by nor has it relied upon any representation, promise, assurance, warranty
or undertaking (whether in writing or not) by or on behalf of any other party or any other
person save for those contained in this Agreement. Accordingly, each of the parties
acknowledges and agrees that the only remedy available to it in respect of the subject
matter of this Agreement shall be for breach of contract under the terms of this
Agreement and it shall have no right of action against any other party in respect of any
such representations, promise assurance, warranty or undertaking.
This clause shall not exclude any liability which any party would otherwise have to any
other or any right which a party may have to rescind this Agreement in respect of any
statements made fraudulently by another party prior to the execution of this Agreement
or any rights which a party may have in respect of fraudulent concealment by another.
18 RIGHTS OF THIRD PARTIES
A person who is not a party to this Agreement has no rights under the Contracts (Rights
of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of this
19.1 For the purpose of this clause 19, but subject to clause 19.8, notice includes any other
All notices between the parties with respect to this Agreement shall be in writing and
signed by or on behalf of the party giving it.
Any notice referred in clause 19, may be served:
19.3.1 by delivering it by hand;
19.3.2 by post, being (i) (where the addresses of all parties in clause 19.6 are in the
United Kingdom) first class pre-paid post (provided that a certificate of
posting is obtained) or special or recorded delivery (or other proof of delivery
or proof of posting service that Royal Mail may from time to time offer), or (ii)
(where the address of any of the parties in clause 19.6 is in a different
country) air mail; or
19.3.3 by fax, provided that a copy is also sent by first class pre-paid post as set out
in clause 19.3.2,
to the address of the addressee set out below, or to such other address in England as
the addressee may from time to time have notified for the purpose of this clause.
19.4 Deemed delivery
Notices shall be deemed to have been received:
19.4.1 if delivered by hand, on the day of delivery;
19.4.2 if sent by first-class pre-paid post or special or recorded delivery (or other
proof of delivery or proof of posting service that Royal Mail may from time to
time offer), two business days after posting, exclusive of the day of posting;
19.4.3 if sent by air mail, five business days after posting, exclusive of the day of
19.5 Proof of service
In proving service:
19.5.1 by delivery by hand, it shall be necessary only to produce a receipt for the
notice signed by or on behalf of the addressee or an affidavit of service from
the person effecting delivery;
19.5.2 by post, it shall be sufficient to prove that the envelope containing such notice
was addressed to the address of the relevant party set out in clause 19.6 and
delivered either to that address or into the custody of the postal authorities
as a first-class pre-paid post and evidenced by a certificate of posting, prepaid
special or recorded delivery (or other proof of delivery or proof of posting
service that Royal Mail may offer from time to time) or air mail letter; and
19.5.3 under clause 19.5.2 that a copy was sent by post.
19.6 Addresses for notices
The addresses and email addresses of the parties for the purposes of this clause are:
Address: Blackburn Technology Management Centre, R37, Challenge Way, Blackburn, BB1 5QB
For the attention of: GOLDCHILD LIMITED
or such other address or fax number as may be notified in writing by the relevant party
to the other parties from time to time.
19.7 No electronic transmission
Any notice or communication given under this Agreement shall not be validly served if
sent by electronic mail or by text messaging via mobile phone.
19.8 This clause 19 does not apply to the service of any proceedings or other documents in
any legal action.
20.1 Execution in counterparts
This Agreement may be signed in any number of counterparts and by the parties on
separate counterparts, but shall not be effective until each party has signed at least
20.2 One Agreement
Each counterpart shall be treated as an original of this Agreement but all counterparts
shall together constitute one and the same agreement.
21 GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it (including
any non-contractual claims or disputes) shall be governed by and construed in
accordance with the laws of England and Wales.
In relation to any legal action or proceedings (a) arising out of or in connection with this
Agreement or its implementation or effect or (b) relating to any non-contractual
obligations arising out of or in connection with this Agreement, each of the parties
irrevocably submits to the exclusive jurisdiction of the English courts and waives any
objection to proceedings in such courts on the grounds of venue or on the grounds that
proceedings have been brought in an appropriate forum.
IN WITNESS whereof this Agreement has been duly entered into as a deed on the date first
SCHEDULE 2- COMPLETION DOCUMENTS
1 Transfers of the Sale Shares, in agreed form, executed by the Seller in favour of the
Buyer (or its nominees).
2 The resignation, in the agreed form as director of the Company and in
which he acknowledges in the agreed terms that he has no claims against the Company
for compensation for loss of office or otherwise.
3 The company authentication codes for the Company (to enable electronic filing of
documents at Companies House in respect of the Company and the Subsidiaries).
4 A copy of a resolution of the director of the Seller approving the transaction.
SCHEDULE 3 – THE WARRANTIES
1 AUTHORITY AND CAPACITY
The Seller is duly incorporated and validly existing under the laws of its place of
2 CAPACITY AND TITLE OF SELLER
2.1 Authority and Capacity of the Seller
2.1.1 The Seller has full power and authority to enter into and perform this
Agreement and this Agreement when executed will constitute valid and
binding obligations on the Seller.
2.1.2 The execution and delivery of, and the performance by the Seller of its
obligations under, this Agreement will not:
(a) result in a breach of any provision of the memorandum or articles of
association of the Company by the Seller; or
(b) result in a breach of any law, order, judgment or decree of any court
or governmental agency to which the Seller is a party or by which the
Seller is subject or bound.
2.2 Ownership of the Shares
2.2.1 The Seller is entitled to sell and transfer to the Buyer the full legal and
beneficial ownership of the Sale Shares without the consent of any third
2.2.2 No person has the right (whether exercisable now or in the future and
whether contingent or not) to call for the allotment, issue, sale or transfer of
any share or loan capital of any Group Company under any option or other
agreement (including conversion rights and rights of pre-emption) and there
are no claims, charges, liens, equities or encumbrances on the shares of any
Where no customer actions have taken place post package purchase, and specifically no company application has been submitted to Companies House, customers are eligible for a refund subject to the following:
The request for refunds is made within 7 (seven) days of the purchase date
An administration charge of the lesser of £20, (twenty pounds) or the cost of the product or service, will be assessed to cover merchant charges and other incidental expenses including processing the refund (the “Administration Charge”)
Once a change of company details has been submitted to Companies House no refunds can be given for the Services or in respect to any parts of the package including the Services
If you paid by credit or debit card through our website, your refund will be made directly to your credit or debit card within 30 days of your cancellation. If you paid by any other means then your refund will be made by cheque, this will be posted to you within 30 days of your cancellation
You may contact us via our site, or at the postal address displayed on our site to ask that your request for services be withdrawn.
We are also registered under The Data Protection Act 1998 Registration No. ZA263096 We comply with the Data Protection Act and have a legal obligations to protect client information received under the Data Protection Act 1998.
In the event of the company closing, the company reserves the right to sell or transfer the intellectual property, programming code, and registered user, customer database at its sole discretion.
T/A stands for trading as.
The full name of our company is GOLDCHILD LIMITED
We are registered in England and Wales under registration number 9324528.
Our registered address is Blackburn Technology Management Centre, R37, Challenge Way, Blackburn, BB1 5QB
You can contact us by email to email@example.com