LAST UPDATED: 01/08/2025

1. Definitions and Interpretation

The following definitions apply unless otherwise stated:

Term	Definition	Supporting Source(s)
Agreement	These Terms and Conditions, together with the Privacy Policy, the Acceptable Use Policy (AUP), and the Registered Office Service Agreement (if purchased).
Service Provider (We, Us, Our)	LAUNCHESE LTD, a private limited company registered in England and Wales under Company Number 11878200, having its registered office at 24-26 Arcadia Avenue Fin009, London, United Kingdom, N3 2JU.
Client (You, Your)	The company, partnership, individual, or entity applying for or utilizing the Services.
Services	Company formation, registered office services, mail forwarding, compliance support, and any ancillary services provided by the Service Provider.
AML Regulations	The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended.
CDD	Customer Due Diligence, the legal process required to verify the identity of the Client and its beneficial owners.
Indemnified Party	The Service Provider and its employees, officers, agents, and representatives.
Registered Office Address (ROA)	Our address: 24-26 Arcadia Avenue Fin009, London, N3 2JU, when used as the official registered office of a Company incorporated by the Client.

2. Service Scope and Disclaimer

2.1 Role of Service Provider: The Service Provider is a company formation agent and a Trust or Company Service Provider (TCSP) supervised by HMRC. We provide administrative services only, including the facilitation of company incorporation. We are not solicitors, accountants, or financial advisers, and the Services do not constitute legal, tax, or financial advice. The Client should seek independent professional advice regarding their specific circumstances.

2.2 Limitation of Liability for Website Content: The website is provided "AS IS," and We make no guarantees that the website or its content is error-free or uninterrupted. All liability for use of the website is generally excluded to the maximum extent permitted by law.

2.3 Pre-Incorporation Contractual Liability: The Client acknowledges that any contract or obligation purported to be made by or on behalf of the Company before the Company is legally incorporated and registered takes effect as one made with the person purporting to act as the agent. The Client agrees that all pre-incorporation liabilities rest solely with the Client (the future director/owner). This clause constitutes an agreement to the contrary as defined in Section 51 of the Companies Act 2006, negating the default liability of the Service Provider.

2.4 Post-Formation Responsibility: The Service Provider accepts no liability for the business activities, trading practices, debts, or legal compliance of companies formed through Our Services after formation is complete. The Client bears full responsibility for obeying the law in their own business.

3. Client Warranties and Obligations (CRITICAL)

The Client warrants and represents to the Service Provider on an ongoing basis that:

a. Information Accuracy: All information provided to Us (including for filings with Companies House and AML verification) is true, accurate, complete, and not misleading in any material respect.

b. Lawful Purpose: The Client is utilizing the Services for lawful purposes only and will not use the Services in connection with any illegal, fraudulent, or criminal activity.

c. Intellectual Property (IP): The Company name selected, the business operations conducted, and any content or products dealt with do not and will not infringe upon any third-party intellectual property or copyright rights.

d. Beneficial Ownership: The Client has full right, power, and authority to enter into this Agreement and has identified and disclosed the identity of all ultimate beneficial owners of the Company.

e. Ongoing Compliance: The Client is solely responsible for the ongoing regulatory compliance of the Company.

4. Anti-Money Laundering (AML) and Data Protection Compliance

4.1 Legal Obligation for CDD: The Client acknowledges that We are legally required under the AML Regulations to conduct CDD (Customer Due Diligence) and ongoing monitoring for the lifetime of the relationship, which continues throughout the business relationship.

4.2 Service Gating: No Services will commence, and no mail will be released or processed, until all required identity verification, PEP (Politically Exposed Person), and Sanctions screenings have been successfully passed.

4.3 Cooperation and Disclosure: The Client agrees to provide all necessary verification documents promptly upon request to satisfy Our CDD duties. The Client also acknowledges that We are obliged to screen their names against watchlists and verify identity through third-party agencies.

4.4 Record Retention: The Client understands that We are legally obliged to retain copies of CDD records, identification documents, and supporting evidence for a minimum of five (5) years after the business relationship ends.

4.5 Reporting Suspicion: The Client acknowledges that We may report any suspicious activity or breach of AML law to the appropriate authorities, including the National Crime Agency (NCA), HMRC, and Trading Standards, and may do so without informing the Client (to comply with anti-tipping off rules). The Privacy Policy details that data may be shared with these authorities if suspicious circumstances arise.

5. Termination and Consequences

5.1 Immediate Termination for Cause: We reserve the right to suspend or terminate Services immediately, without prior notice or refund, upon the occurrence of any of the following events:

a. Breach: The Client breaches any of the warranties in Section 3 or violates the Acceptable Use Policy (AUP).

b. AML Failure: The Client fails or refuses to provide required CDD information within a reasonable timeframe, or fails any AML/PEP/Sanctions screening.

c. Suspicion of Illegality or Reputational Risk: We form a reasonable suspicion of illegal, fraudulent, or criminal activity, or We believe the Client has caused or is likely to have an adverse effect on Our reputation and/or business.

d. Unauthorized Address Use: The Client uses the Registered Office Address without a valid, paid contract or written permission.

5.2 Termination Protocol: In the event of suspected illegal activity, the MLRO (Money Laundering Reporting Officer) will complete the necessary regulatory reporting (SAR) first, followed by contractual termination of services, to avoid the criminal offense of "tipping off" the client.

5.3 Consequences of Termination: Upon termination due to Client breach or illegal activity, the Client shall not be entitled to any refund of fees paid. We reserve the right to immediately file Form RP07 with Companies House to formally object to the continued use of Our address on the Company's public record.

6. Indemnification (CRITICAL RISK TRANSFER)

The Client agrees to indemnify, defend, and hold harmless the Indemnified Party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including legal fees calculated on a full indemnity basis) arising directly or indirectly from or relating to:

a. Breach of Agreement: Any breach by the Client of this Agreement, the AUP, or any related Service Agreement.

b. Illegal Activity: Any illegal, fraudulent, or wrongful activities, including copyright infringement or other intellectual property offenses, conducted by the Client or the Company.

c. Regulatory Fines and Costs: Any penalties, fines, administrative costs, and associated investigation costs imposed by Companies House, HMRC, Trading Standards, or any other regulatory or law enforcement authority resulting from the Client's fraud, misrepresentation, or failure to comply with statutory obligations.

d. Third-Party Claims: Any and all third-party claims arising out of the Client's business operations or the activities of the Company (e.g., consumer complaints or lawsuits).

7. Limitation of Liability

7.1 Maximum Liability Cap: Our total aggregate liability arising from or in connection with the Services (excluding the Indemnification obligation under Section 6) shall be limited to the amount of fees paid (or payable) by the Client to the Service Provider in the twelve (12) month period immediately preceding the date the claim arose. This liability cap is intended to satisfy the statutory test of "reasonableness" under the Unfair Contract Terms Act 1977 (UCTA 1977).

7.2 Exclusion of Damages: We shall not be liable for any indirect, consequential, special, or punitive damages, including, but not limited to, loss of profits, loss of goodwill, loss of business opportunity, or loss of data.

7.3 Mandatory Exclusions: Nothing in this Agreement shall limit or exclude Our liability for:

i. Death or personal injury caused by Our negligence.

ii. Fraud or fraudulent misrepresentation.

iii. Any liability that cannot be limited or excluded by applicable law.

8. Registered Office and Address Service Obligations

The provision of the Registered Office Address is legally and operationally distinct from a commercial mailing address. If the Client purchases the Registered Office Service, they agree to the following mandatory conditions:

a. Strict Use Limitation: The ROA service is only for statutory mail from government bodies (HMRC, Companies House, courts/judiciary). It must not be used as a general business trading location or for receiving large volumes of commercial mail or parcels without purchasing a separate, appropriate business address service.

b. Compliance Check Gating: Use of the ROA is expressly blocked until the Client passes all AML/KYC screenings.

c. Fair Usage: Statutory mail from the judiciary system is subject to a "fair usage" policy to prevent the Service Provider from becoming a central point for excessive legal actions.

d. Address Misuse: Unauthorized use of the ROA (including using the address after service termination or without payment) is a material breach, and the Service Provider will immediately file Form RP07 and may report the misuse to Trading Standards or other authorities.

9. Governing Law and Dispute Resolution

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.