Terms & Conditions
General Terms and Conditions (GTC) of GO SIMPLE KG, Hohenzollernring 29, 22763 Hamburg Office: Contor Center Hamburg, Katharinenstr. 30a, 20457 Hamburg
For the business relations between GO SIMPLE KG, Hohenzollernring 29, 22763 Hamburg Office: Contor Center Hamburg, Katharinenstr. 30a, 20457 Hamburg hereafter: GO SIMPLE and its customers the following general terms and conditions apply.
§ 1 Scope of application
(1) Our offer is directed exclusively to tradesmen or members of the liberal professions, who are each entrepreneurs within the meaning of § 14 BGB (German Civil Code). Regulations towards consumers according to § 13 BGB are not applicable.
(2) The general terms and conditions apply to the entire range of services and products offered by GO SIMPLE, which are distributed via the Internet site at the web address http://www.limited-kaufen.com and for our own forwarding purposes. The general terms and conditions also apply to all future business with the customer without the need to refer to their validity again.
§ 2 Conclusion of contract
(1) An order can be placed by telephone, in writing by fax or post as well as by e-mail and PayPal. GO SIMPLE will confirm receipt of the order form by e-mail. With this confirmation the contract is concluded.
(2) Since the order of a company is an individual company foundation and thus the start of an independent business activity, a revocation of the order is not possible. For cancellations after the contract has been concluded, a cancellation fee of 50% of the order value will be charged. If a company has already been registered in England at the time of cancellation, the entire order value is due.
(3) The claim is against the purchaser, who is liable for the claim resulting from his order.
§ 3 Prices and payment
(1) The prices of our current price list apply. All prices are net prices plus 19% VAT.
(2) Upon conclusion of the contract, the invoice amount stated in the order is due. Payments can be made by bank transfer, via the payment provider PayPal (http://www.paypal.de), STRIPE credit card payment (www.stripe.com).
GO SIMPLE will only set up the company once payment has been received by GO SIMPLE. This also applies to orders with a desired 3 hour quick incorporation service.
(3) The customer only has the right to withhold or offset payments in the case of undisputed or legally established claims.
§ 4 Delivery times
(1) GO SIMPLE expressly points out that the company comes into existence with legal effect upon registration at Companies House (http://www.companieshouse.co.uk ). GO SIMPLE will inform the customer of the company number as soon as it becomes known. The time required to send the original documents depends on the processing speed of Companies House. Experience shows that this can take several weeks.
(2) GO SIMPLE will send the formation documents as PDF and/or by normal letter post. If the customer wishes a different method of dispatch, a separate agreement must be made with GO SIMPLE and the costs must be borne by the customer. GO SIMPLE is also entitled to make partial deliveries if this is reasonable for the contractual partner. If delivery on call has been agreed, the contractual partner must call these off within a reasonable period of time.
(3) GO SIMPLE only delivers free of charge within the EU / EFTA. In the case of deliveries that have to be resent due to incorrect address details, the contractual partner will be charged the shipping costs for the new delivery. If delivery is impossible or excessively difficult due to force majeure, official measures, closure of the company, strike, extreme weather conditions or similar circumstances - including those affecting GO SIMPLE's suppliers - GO SIMPLE will be released from its obligation to deliver for the duration of the hindrance and its aftermath. GO SIMPLE will immediately inform the contractual partner of the occurrence of such events. These events also entitle GO SIMPLE to withdraw from the contract. In the event of non-delivery or insufficient delivery to GO SIMPLE by its suppliers, GO SIMPLE is wholly or partially released from its delivery obligations.
(4) This only applies if GO SIMPLE has taken the necessary precautions to procure the goods/services to be supplied and has carefully selected its suppliers. The services provided by GO SIMPLE are carried out professionally. Should there nevertheless be a reason for complaint, GO SIMPLE is entitled to rectify the defect.
(5) The formation of the Limited within 3 hours refers in principle to the time of the order at Companies House on working days until 13:00 CET. Saturdays do not count as working days in the sense of this time limit. If the formation period is interrupted by a Saturday, Sunday, public holiday or the end of Companies House's working hours within the period of 24 hours, then this period is suspended by the time of the interruption. Delays for which Companies House is responsible shall not be regarded as delays.
§ 5 Retention of title and rights of retention
(1) Until full payment has been made, there is a reservation of ownership of the companies founded and the documents delivered.
(2) In the case of open claims, we are entitled to retain all services until the claim has been settled in full.
§ 6 Term and termination of service contracts
(1) The services Registered Office, Company Administration as well as the Fiduciary Service (Nominees etc) are subject to a term of twelve months.
(2) The remuneration shall be paid in advance in each case. A refund of pro rata amounts in the event of premature termination is not possible.
(3) In the event of the extension of the Registered Office and other services by the customer, the service period begins following the previous period. In the event of a delay in payment of more than 7 days or if the Registered Office service is not extended, GO SIMPLE is entitled to terminate the service contract and inform the English authorities that the respective company can no longer be contacted at the previous address. Claims for damages in the event of a possible deletion of a company ex officio as a result are excluded.
§ 7 Information and cooperation obligations
(1) The customer is obliged to inform GO SIMPLE continuously and immediately in writing of any changes to the data provided in the order. This applies in particular to his own postal, telephone and e-mail availability.
(2) The Customer acknowledges that the timeliness of the stored data is an indispensable prerequisite, in particular for the forwarding of letters from Companies House and HMRC, but also for the existence of the Company. Thus the client is obliged to submit an annual return to Companies House once a year. This confirms the accuracy of the stored data and the fact that no changes have been made within the company. Failure to submit the declaration as well as any errors may lead to the imposition of fines, but also to the compulsory deletion of the company. Insofar as GO SIMPLE is therefore required to make the annual return for the purchaser as part of the service package, GO SIMPLE must rely on the accuracy and completeness of the data provided by the purchaser. Any breach of the duty to inform shall therefore be directly to the detriment of the customer.
(3) This applies in particular with regard to a possible compulsory deletion of the company. GO SIMPLE is not liable for this. In the event of insolvency of the company, the customer is obliged to notify the Registered Office immediately. In all other respects, however, he himself is obliged to fulfil all obligations in connection therewith. Late submission of documents to English authorities will result in the imposition of fines. These shall also be borne by the Purchaser, unless the Purchaser has informed the Registered Office immediately or supplied the necessary documents in due time.
(4) If documents to be submitted in England are submitted late or not at all because they were sent to us late or not at all, any claims for damages shall be excluded as a matter of principle in the event of sanctions and consequences resulting therefrom. This applies in particular to fines for delay, costs for reminder and enforcement orders by the English authorities and the deletion of companies ex officio.
(5) If English addresses are provided for customers residing outside England, the customer is obliged to provide the Registered Office with a copy of his identity card or passport together with proof of his current address. If these documents are not provided to the Registered Office, the Registered Office is entitled to terminate the provision of the English registered address (Registered Office).
§ 8 Limited Premium Service
(1) The Service is intended to cover obligations of a Limited Company in England:
The filing of the abbreviated financial statements prepared by the client (micro entity accounts) with the English Companies Registry, and the preparation and filing of the annual return as specified by the client. Forwarding other correspondence from the English authorities to the client. Sending the form for the exemption of the company from the obligation to file a tax return in England for completion and forwarding to the authorities is carried out by the customer himself.
It does not include:
The execution and documentation of changes, (e.g. changes in the owners, directors, company names, share capital, etc.) or if the company is to be deleted again. The preparation and transfer of the annual accounts to be submitted by the client himself.
(2) Annual accounts and all other documents to be filed in England for which there is a deadline for submission must be received by GO SIMPLE in the required form at least 28 days before the expiry of the relevant deadline, otherwise GO SIMPLE cannot guarantee that they will be submitted on time and will not be liable for any fines that may be imposed as a result of delays. The service will be provided for a period of 12 months and can be extended again on request.
§ 9 Warranty
(1) Warranty claims of the purchaser require that he has properly fulfilled his obligations to examine and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) If there are defects, the customer may initially demand a rectification of defects within a reasonable period of time. Only if this rectification of defects fails may he withdraw from the contract or reduce the purchase price. Claims for damages based on §§ 280, 440 BGB are only possible if GO SIMPLE is responsible for the damage itself.
(3) A warranty for products or services which are procured by us but provided by third parties is excluded.
(4) Claims for defects become time-barred 12 months after delivery.
§ 10 Reliability of documents
(1) GO SIMPLE relies on the completeness and correctness of the information, details and documents provided by the customer. GO SIMPLE is expressly not obliged to check these for correctness and completeness. This applies in particular with regard to balance sheets to be submitted to Companies House, insofar as these are sent to GO SIMPLE for submission as part of the service package. The ordering party shall indemnify GO SIMPLE from all claims resulting from incorrectness or incompleteness, also against third parties, including any necessary legal defence.
§ 11 Change of standards
(1) Insofar as during the contractual relationship changes to standards or regulations are made by the legislator, whether in Great Britain, the Federal Republic of Germany or the European Union or the applicability of standards/regulations by the jurisdiction of the aforementioned countries or the EU and if the contractual relationship is affected by this, GO SIMPLE is not liable for changes in the contractual relationship which result from the aforementioned changes.
§ Section 12 Liability
(1) GO SIMPLE shall only be liable for damage resulting from an intentional or grossly negligent breach of contract by GO SIMPLE, its legal representatives or agents. This also applies to damages resulting from the violation of obligations during contract negotiations, the performance of unauthorised actions, with regard to all offered ancillary and additional services, in particular further services and advice. For damages resulting from a negligent breach of non-essential contractual obligations or non-essential obligations within the scope of contractual negotiations by GO SIMPLE, its legal representatives or vicarious agents, liability is limited to direct damages, unless previously excluded in a permissible manner.
(2) GO SIMPLE is not liable for consequential damages, indirect and untypical consequential damages. The liability for damages is limited to the average damage typical for the contract. Irrespective of this, the liability of GO SIMPLE is limited to the annual price of the service used. GO SIMPLE cannot guarantee the registration of the English Limited by the English commercial register. GO SIMPLE is not liable for damages and consequential damages incurred by the customer due to the non-registration of the Limited.
(3) GO SIMPLE will not check the company name requested by the customer for trademarks or other rights of third parties. This is the responsibility of the customer. According to the current state of the art it is not possible to develop and operate computer programs and data processing systems completely free of errors and to exclude all imponderables with or through the medium of the Internet (hereinafter technical defects). Therefore GO SIMPLE does not guarantee and accepts no liability for the constant availability of its website, services, performances and accessibility via the Internet.
(4) In addition, GO SIMPLE accepts no liability for damages suffered by contractual partners or third parties as a result of the use of the website and the e-mail services as such.
(5) This also applies to the transmission of information and files by remote data transmission. A protection against computer viruses cannot be guaranteed. In particular, GO SIMPLE is not liable for damages resulting from the fact that, as a result of technical defects, contractual offers made by contractual partners are not received by GO SIMPLE or are not received on time or incomplete offers are made by contractual partners.
(6) The liability for any mail to or from GO SIMPLE and the Registered Office is excluded. GO SIMPLE is not liable for the registrability of the chosen company name and company in the German Commercial Register. GO SIMPLE expressly points out that the service package does not include the representation of the company towards third parties; this is solely for the purpose of communication and the exchange of messages with Companies House.
Company documents from England are sent by registered mail without insurance. If the mail item is lost, it will not be possible to issue it again free of charge.
§ Article 13 Data Protection
(1) GO SIMPLE points out in accordance with § 33 BDSG that company data is stored, processed and used in the context of the execution of the contract. GO SIMPLE is entitled to collect and process the inventory data of the ordering party and its representatives, insofar as this is necessary for the execution of the purpose of the contract, for advertising and market research for its own purposes and insofar as the contractual partner does not object to this use of its data.
§ 14 Rights to Materials
(1) All rights to copyrighted materials are reserved. The customer is not entitled to use or distribute the contents of the Internet offer, brochures and other documents or contracts outside the contractual purposes.
§ 15 Miscellaneous
(1) The following applies to the documents for entry in the commercial register contained in the foundation packages Branch Office and Limited & Co KG: The documents supplied are basically suitable for entry in the commercial register in Germany and comply with the provisions of §§ 13 HGB and § 8 GmbHG. They are accepted by the majority of the German registration courts. However, as the requirements for the documents also depend to a certain extent on the person of the competent district judge or judicial officer, it may happen in individual cases that further additional documents are requested for the entry. These are not included in the purchase price, but are charged separately. It is the responsibility of the representatives of the Company to obtain information in advance from the competent registration court about the specific requirements of the respective registration court.
(2) The service packages do not include the representation of companies before German registration courts or other German authorities.
§ Section 16 Place of Jurisdiction
(1) The contractual relationship shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of jurisdiction is Hamburg.
§ 17 Language of the contract
Contract language is German
§ 18 Severability clause
(1) Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after the conclusion of the contract, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective which the parties to the contract had pursued with the invalid or unenforceable provision. The above provisions shall apply accordingly in the event that the provisions prove to be incomplete. § 139 BGB is not applicable.
Status: 10.02.2020 © GO SIMPLE KG
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