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CAPITAL OFFICE

Terms of Business

These Terms of Business (“these Terms”) set out the terms under which Services are sold and provided by CAPITAL OFFICE LIMITED (“Service Provider”) to business customers. Please read these Terms carefully before ordering any Services. Client will be required to read and accept these Terms when ordering Services. If Client does not agree to comply with and be bound by these Terms, Client will not be able to order Services from Service Provider including but not limited to through the Site. These Terms as well as the Contract is in the English language only.

1. Definitions and Interpretation

1.1 In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

"Account" means the account with Service Provider held by the Client in accordance with the Contract;

“Applications” means any applications and/or backend IT functionalities provided by Service Provider or Third-party Providers and licenced for Client’s use as part of the Services;

“Client” means the natural person(s) and/or legal entity/entities identified in the Contract holding or having held an Account; for relevant legal entities Clients shall also include relevant members of governing bodies of such legal entities including but not limited to directors as determined by Service Provider;

“Company/Companies” means the legal entity/entities whether limited company, LLC, or any other type of legal person being formed and/or administered including but not limited to for registered address purposes for Client by Service Provider under the Contract;

“Contract” means a contract for the purchase and sale of Services, as explained in Clause 6.2;

“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Hirer” means Client in its capacity as hirer of any Meeting Room(s);

“KYC Checks” means mandatory verification of the identity of relevant natural persons performed by Service Provider and/or Third-party Providers on behalf of Service Provider in order for Service Provider to assess risk and prevent fraud including but not limited to money laundering;

“Meeting Room(s)” means meeting room(s) available for hire at Service Provider’s business premises;

“Order” means one or more orders placed by Client and/or Company for Services;

“Order Confirmation” means Service Provider’s acceptance and confirmation of the Order;

“PEP and Sanctions Screenings” means screenings for politically exposed persons and for natural and legal persons on governmental blacklists performed by Service Provider and/or Third-party Providers on behalf of Service Provider in order for Service Provider to assess risk and prevent fraud including but not limited to money laundering;

“Related Entities” means businesses linked by common control, ownership, or management, typically where one entity controls the other or both are under the control of the same natural person or legal entity; control generally meaning holding over 50% of voting rights, share capital, or value;

“Service Provider” means CAPITAL OFFICE LIMITED, a limited company registered in England and Wales under company number 09094616, whose registered address is 124 City Road, London, EC1V 2NX, United Kingdom; and with VAT number 976201416;

“Services” means the services which are to be provided by Service Provider to Client and/or Company as specified in the Order (and confirmed in the Order Confirmation);

“Site” means Service Provider’s website at the domain www.yourvirtualofficelondon.co.uk; and

“Third-party Providers” means parties being legally separate from Service Provider, which in accordance with contractual agreement with Service Provider supply goods and/or services including services forming part of the Services to or on behalf of Service Provider.

2. Associated Terms and Policies

2.1 Use of the Site is subject to Service Provider’s Website Terms and Conditions.

2.2 Use of the Applications is subject to the licence terms of the Applications and fair usage as determined in Service Provider’s sole reasonable discretion. Client must ensure that fair usage directions for the use of the Applications are read, understood and followed by Client at all times.

2.3 All use of the Site, the Applications and the Services is subject to Service Provider’s Privacy Policy and, if applicable, Data Processing Terms.

2.4 These Terms, together with any other terms referenced herein that are applicable to the Services ordered, constitute the entire agreement between Service Provider and Client with respect to Client’s purchase of Services from Service Provider. Client acknowledges that it has not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Service Provider that is not set out or otherwise referred to in these Terms and that Client shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

3. Access to and Use of the Site, the Applications and Services

3.1 Access to the Site is free of charge; use of the Applications and the services requires at all times that Client and the Account are in good standing, which includes that all directors, partners, shareholders and/or other stake holders of the Client and the Companies are in full compliance with the formalities specified by Service Provider including but not limited to passing all KYC Checks and PEP and Sanctions Screenings.

3.2 It is Client’s responsibility to make any and all arrangements necessary in order to access the Site and/or Applications.

3.3 Access to the Site, the Applications and the Services is provided “as is” and on an “as available” basis. Service Provider may alter, suspend or discontinue the Site, the Applications and/or the services (or any part of it) at any time and without notice. Service Provider will not be liable to Client in any way if the Site, the Applications and/or the services (or any part of it) is unavailable at any time and for any period.

4. Business Customers and Consumers

4.1 These Terms apply to business customers only. These Terms do not apply to individual consumers as Service Provider is not providing the Services for anyone’s personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession).

4.2 By using the Site and/or ordering the Services Client confirms that Client is not a consumer as defined in law.

5. Services, Pricing and Availability

5.1 Service Provider makes all reasonable efforts to ensure that all general descriptions of the Services available from Service Provider correspond to the actual Services that will be provided to Client; however, the exact nature of the Services may vary depending upon Client’s individual requirements and circumstances.

5.2 Sub-Clause 5.1 does not exclude Service Provider’s responsibility for mistakes due to negligence on Service Provider’s part and refers only to variations of the correct Services, not to different Services altogether.

5.3 Where appropriate, Client may be required to select the required package of Services or individual Services.

5.4 Service Provider neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming the Order. Availability indications are not provided on the Site.

5.5 Service Provider makes all reasonable efforts to ensure that all prices shown on the Site are correct at the time of going online. Service Provider reserve the right to change prices and to add, alter, or remove special offers and/or Services from time to time and as necessary. Subject to sub-Clause 5.8 and 5.9 changes in price will not affect any Order that Client has already placed.

5.6 All prices are checked by Service Provider when Service Provider process the Order. In the unlikely event that Service Provider has shown incorrect pricing information, except for situations regulated by sub-Clause 5.8 and 5.9 Service Provider will contact Client in writing before proceeding with the Order to inform Client of the mistake and to ask how Client wishes to proceed. Service Provider will give Client the option to purchase the Services at the correct price or to cancel the Order (or the affected part there of). Service Provider will not proceed with processing the Order until Client responds. If Service Provider does not receive a response from Client within three days, Service Provider will treat the Order as cancelled and notify Client of the same in writing.

5.7 In the event that the price of Services Client has ordered changes between the Order being placed and Service Provider processing that Order and taking payment, Client will be charged the price shown on the Site at the time of placing the Order.

5.8 Prices on the Site are shown exclusive of VAT. VAT is added at checkout. If the VAT rate changes between the Order being placed and Service Provider taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

5.9 If there are changes in official fees and/or external costs relating to the Services Client has ordered including but not limited to fees imposed by Companies House or Royal Mail between the Order being placed and Service Provider having to pay the official fees and/or external costs, the amount payable will be automatically adjusted when Service Provider are taking payment and/or it may lead Service Provider to sending Client a supplemental invoice for the extra costs, as such extra cost must be borne by Client.

6. Orders – How Contracts Are Formed

6.1 The Site guides Client through the ordering process. Before submitting the Order to Service Provider Client will be given the opportunity to review the Order and amend any errors. Client should ensure that the Order has been carefully checked before submission.

6.2 No part of the Site constitutes a contractual offer capable of acceptance. The Order constitutes a contractual offer that Service Provider may, in its sole discretion, accept. Service Provider’s acknowledgement of receipt of the Order does not mean that Service Provider has accepted it. Service Provider’s acceptance is indicated by Service Provider sending Client an Order Confirmation by email. Only once Service Provider has sent Client an Order Confirmation will there be a legally binding contract between Service Provider and Client.

6.3 Order Confirmations shall contain the following information:

6.3.1 Confirmation of the Services ordered including full details of the main characteristics of those Services; and

6.3.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges.

6.4 If Service Provider, for any reason, does not accept or cannot fulfil the Order, no payment shall be taken under normal circumstances. If Service Provider has taken payment, any such sums will be refunded to Client as soon as possible and in any event within 8 days.

6.5 If Client wants to change the Order, Service Provider will let Client know if it is possible and at which costs and, if possible, endeavour to assist Client with this.

6.6 Service Provider may cancel the Order at any time before Service Provider begins providing the Services in the following circumstances:

6.6.1 The required personnel and/or required materials necessary for the provision of the Services are not available; or

6.6.2 An event outside of Service Provider’s control renders the provision of the Services impossible or difficult for Service Provider (please refer to Clause 20 for events outside of Service Provider’s control).

6.7 If Service Provider cancel the Order under sub-Clause 6.6 and Service Provider have taken payment any such sums will be refunded to you as soon as possible and in any event within 8 days.

6.8 Any refunds due under this Clause 6 will be made using the same payment method that Client used when ordering the Services.

7. Payment

7.1 Payment for the Services will be due in the form of an advance payment for the Services. Price and payment details will be confirmed in the Order Confirmation. Client’s chosen payment method will be charged as indicated.

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

7.3 Service Provider accepts the following methods of payment on the Site:

7.3.1 VISA;

7.3.2 American Express;

7.3.3 Mastercard;

7.3.4 Switch/Maestro/Solo.

7.4 If payment is not made by the due date Service Provider may charge Client interest on the overdue sum at the rate of 8% per annum above the base lending rate of Barclays Bank Plc from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. Client must pay any interest due when paying an overdue sum.

7.5 If Client is taking out a subscription to one of the Services that require periodic payments including but not limited to Address, Post and/or Telephone Handling Services and in situations regulated by sub-Clauses 5.8 and/or 5.9 Client’s acceptance of these Terms means Client accepts to pay the subscription fees when due and to ensure that Client has always added sufficient funds on Client’s payment account forming part of the Account to cover cost of postage for Mail Forwarding Services and other fees as applicable.

7.6 In situations regulated by sub-Clause 5.8 and/or 5.9; i.e., if there are changes in official fees and/or external costs relating to the Services Client has ordered including but not limited to fees imposed by Companies House or Royal Mail the cost will be charged at the applicable rates at time of payment. This may lead to additional payment for Client.

8. Provision of the Services

8.1 Service Provider will provide the Services with reasonable skill and care consistent with best practices and standards in the industry. Service Provider will begin providing the Services on the date agreed when Client submits the Order (subject to Service Provider’s confirmation in the Order Confirmation).

8.2 Service Provider shall subject to any earlier termination continue providing the Services until completion or for a period set out in the Order Confirmation.

8.3 Service Provider shall make every reasonable effort to provide the Services in a timely manner. Service Provider cannot, however, be held responsible for any delays if an event outside of Service Provider’s control occurs. Please refer to Clause 21 for events outside of Service Provider’s control.

8.4 If Service Provider requires any information, action and/or acceptance from Client in order to provide the Services, Service Provider will inform Client of this as soon as is reasonably possible. Depending upon the nature of the Services Client has ordered, Service Provider may require information from or action by Client and Service Provider cannot provide the Services if this is not forth coming.

8.5 If the information Client provides or the action Client takes or acceptance Client provides under sub-Clause 8.4 is delayed, incomplete or otherwise incorrect, Service Provider shall not be responsible for any delay caused as a result. If additional work is required from Service Provider to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information or action that Client has provided or taken, Service Provider may charge Client a reasonable additional sum for that work.

8.6 In certain circumstances, for example where there is a delay in Client sending Service Provider information, taking action or providing acceptance required under sub-Clause 8.4, Service Provider may suspend or terminate the Services.

8.7 In certain circumstances, for example where Service Provider encounters a technical problem, Service Provider may need to suspend or otherwise interrupt the Services to resolve the issue.

8.8 If Client does not pay Service Provider for the Services as required by Clause 7, Service Provider may suspend the Services until Client has paid any and all outstanding sums due. This does not affect Service Provider’s right to charge Client interest on any overdue sums under sub-Clause 7.4.

8.9 Service Provider shall always use reasonable endeavours to ensure that the Services are trouble-free. If, however, there is a problem with the Services Client should contact Service Provider as soon as is reasonable possible as specified in Clause 22.

8.10 Service Provider provides Client with a non-exclusive, time-limited non-transferable licence to use the Applications in accordance with the Contract only for the duration of the Contract.

9. General conditions for the Provision of the Services

9.1 In order to set up and maintain the Services, Client agrees to on request from Service Provider and at Client’s own costs provide Service Provider with acceptable forms of identification and proof of residential address for itself and of all directors, partners, shareholders and/or other stake holders of the Company as well as any further information required by Service Provider including but not limited to information about Client’s and/or the Company’s business under any current or future public regulations or policies set by Service Provider; and at Client’s own costs to verify all information provided and pass all KYC Checks and PEP and Sanctions Screenings performed at on-boarding and periodically as required by Service Provider and by Companies House, if applicable. For the transfer and processing of personal data to Third-party Providers please refer Service Provider’s Privacy Policy. Passing PEP and Sanctions Screenings means that Client and all directors, partners, shareholders and/or other stake holders of Company do not fall into such categories. Passing KYC Checks entails also passing all screenings related to Related Entities. Service Provider shall have the right to charge for Services provided by Service Provider or Third-party Providers in connection with the performance of initial and periodic KYC Checks and PEP and Sanctions Screenings for each director and/or shareholder beyond four total in a company applying to be or being our client including but not limited to the Company, and for each director and/or shareholder in Related Entities in accordance with Service Provider’s then current pricing principles.

9.2 Service Provider may at any time at Client’s own costs require to see the original identity documents of directors, partners, shareholders and/or other stake holders; if Service Provider is unable to do this Service Provider may at Client’s own costs require such documents to be certified by a notary public or other approved person in Service Provider’s discretion. It is at Service Provider’s sole discretion to determine, if such identity checks performed by or for Service Provider shall substitute screenings performed by Third-party Providers.

9.3 Client shall not use the Services for any purpose which is counter to Service Provider’s acceptable use policy as amended from time to time including but not limited to illegal or illegitimate purposes, and such uses shall constitute grounds for immediate termination of the Services by Service Provider without provision of any refund.

9.4 Service Provider reserves the right to suspend or terminate the Services without provision of any refund if Service Provider is unable to contact Client at the contact address provided by Client or if any directors, partners, shareholders and/or other stake holders of the Company associated with the Account do not pass KYC Checks and/or PEP and Sanctions Screenings as required by Service Provider or if all required documentation has not been provided within the specified deadlines.

9.5 When Client creates the Account on behalf of Client’s company on the Site or as otherwise directed by Service Provider, Client shall agree to always use a business email address as the main contact email when creating and using the Account. The Account will be deemed to serve as Company’s account and shall be linked to the Companies listed within the portal provided on the Site, in the Applications or as otherwise directed by Service Provider. Service Provider may not permit the use of a personal email address as the main contact email within the Account.

10. Company Formation Services

10.1 Upon Client’s full compliance with the formalities specified by Service Provider and Client’s provision to Service Provider of all relevant information and documentation materials including but not limited to codes provided by Companies House based on identity checks performed by Companies House or by Service Provider or Third-party Providers for a fee, Companies are usually formed within 3 - 5 hours after filing of the completed applications to Companies House within standard working hours in London, UK; however, no guarantees as to the time scale of incorporation are given as the formation is dependent on external factors including but not limited to IT integration issues with Companies House.

10.2 Service Provider aims to send out the relevant documents forming part of the Company Formation Services without undue delay, but Service Provider accept no liability for any delays in the delivery of the Services.

10.3 It is solely Client’s duty to make certain that any company name or domain name selected for the Company is accessible for registration and can be legally used by the Company, and Service Provider accepts no liability relating to the name of the Company.

10.4 By consenting to these Terms, Client is giving Service Provider authorisation to document with Companies House the statutory documents needed to instigate the Services, and in the event that the Services are halted, closed or elapse, the statutory documents required to stop the provision of the Services.

10.4.1 is giving Service Provider authorisation to document with Companies House the statutory documents needed to instigate the Services, and in the event that the Services are halted, closed or elapse, the statutory documents required to stop the provision of the Services;

10.4.2 confirms that submission by the Client of the incorporation request constitutes an instruction to Service Provider to proceed with the company formation on that basis;

10.4.3 confirms that any individuals named as directors and/or officers of the Company have consented to act in those capacities; and

10.4.4 confirms that the information provided by the Client for the purposes of incorporation is accurate and authorised.

10.5 Service Provider shall not accept any legal responsibility if an administrative or judicial act results in the Company being stripped away from the Companies House Register and/or subjected to fines or administrative fees for non-compliance or other issues.

10.6 Filing of confirmation statements for Company, provision of identification services for directors and people with significant control of the Company (PSCs) and/or filing of updates to the PSC register for a Company may be offered by Service Provider or Third-Party Providers for a fee and requires Client’s full compliance with the formalities specified by Service Provider and Client’s provision of all relevant information and documentation materials on a timely basis.

11. Address and Post Handling Services

11.1 Client is entitled to use the mailing address and/or telephone number provided by Service Provider as part of the Services for address and/or post handling only during the term of subscription for such Services and provided that the Account is in good standing and the Contract has not been terminated.

11.2 Client shall on top of the fee chargeable for the Services pay the relevant administration fee being equal to the postage costs for mail forwarding.

11.3 Client shall without undue delay notify Service Provider in writing of any change of Client’s address or contact details; including if Client and/or the Company's Registered Office Address, London Trading Address and/or Directors’ (officers’) Service Address is changed away from the address provided by Service Provider as part of the Services for address and/or post handling.

11.4 Registered Office Address Services only include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator addressed to the Company. Subject to fair usage this also includes the receipt and forwarding of statutory mail from the court services (judiciary system); other types of mail will be returned to sender unless Client via the Account has also subscribed to and paid for an active London Trading Address. Service Provider may at its sole discretion decide to hold mail for a period of up to 14 days giving Client the chance to upgrade to the correct service, before mail whether statutory or other post is either being returned to sender or disposed of at Service Provider’s sole discretion. Statutory mail is opened upon receipt in Service Provider’s office and then free of charge scanned through Service Provider’s digital mail room to the email address on file for the Company. If the item received is unable to be scanned this will then be posted to the forwarding address on file. Charges apply for this service. Service Provider do not accept instructions from Client to return statutory letters for a Company to the sender as it is a requirement that all companies must have registered office addresses; consequently, Service Provider shall have the right to consider such instruction as a termination of the Contract. If Service Provider are unable to identify by the envelope whether the mail item is statutory mail as herein defined, the mail item will be categorised as non-statutory, and hence will require an active London Trading Address for forwarding. A subscription for Registered Office Address Services can only be applied to one company at a time; if multiple companies are using Service Provider’s address, then multiple subscriptions for Registered Address Services must be purchased.

11.5 Mail Forwarding Services for the Company’s London Trading Address only include the receipt and forwarding of general mail including but not limited to bank and business correspondence and letters from the court services (judiciary system). This service does not include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator for either persons or the Company. Service Provider may at its sole discretion decide to hold mail for a period of up to 14 days giving Client the chance to upgrade to the correct service, before mail is being returned to sender or disposed of. A subscription for London Trading Address Services covering 3 months, 6 months or 12 months allows general mail to be received for one company name or one personal name and the holder pf the Account’s name.

11.6 Directors Service Address Services only include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator addressed to the officer for which the Service is purchased. Subject to fair usage, this also includes the receipt and forwarding of statutory mail from the court services (judiciary system); other types of mail may in Service Provider’s sole discretion be returned to sender or held for a period of 14 days, giving Client the chance to upgrade to the correct service. Statutory mail is opened upon receipt in Service Provider’s office and then scanned through Service Provider’s r digital mail room to the email address on file for the Company free of charge. If the item is unable to be scanned this will then be posted to the address on file. Charges apply for this service. Directors’ Address Services can only be applied to one officer of the Company. If multiple officers are using Service Provider’s address, then multiple subscriptions to Directors Address Services must be purchased.

11.7 None of the Services allows for the receipt of postal items from the Driver and Vehicle Licensing Agency (DVLA), and Client should not use Service Provider’s address with DVLA as such postal items will be returned unopened to sender. Under UK law registration for VAT must use the address from where the business will operate on a day-to-day basis and where all business records are kept. For most businesses this address should be in the UK. As a general rule the HMRC will not allow the registration of a business at a PO box, care of (c/o), virtual office address or an accountant’s address. These are only acceptable in exceptional circumstances. If you are applying to register for UK VAT but are abroad, you may deal directly with HMRC or appoint a tax representative or an agent in the UK.

11.8 If Client’s subscription for a Registered Office Address and/or London Trading Address for the Company and/or Director’s Service Address for directors of the Company is not renewed and/or paid on a timely basis and/or the services are terminated for other reasons Service Provider reserve the right to de-register the Company from the Registered Office Address and/or London Trading Address and/or de-register directors of the Company from the Director’s Service Address and in Service Provider’s discretion register such directors of the Company at the home address(es) previously provided by Client.

11.9 All postal items and/or deliveries received at Registered Office Address and/or London Trading Address for the Company and/or Director’s Service Address for directors of the Company are received and handled entirely at Client’s risk and Service Provider shall not accept any liability or responsibility what so ever for any losses, shortages or damages to such postal items and/or deliveries howsoever caused.

11.10 If Client expect to receive large (larger than length 300mm x width 215mm x height 55mm), bulky or heavy items via the Services provided by Service Provider, Client must notify Service Provider minimum 24 hours in advance either by telephone or email prior to the expected delivery date. Service Provider shall charge its current storage fees for the storage of such items until the item is collected by Client.

11.11 Service Provider securely destroys any post including parcels if Client requests Service Provider to do so once Client has been notified via email about receipt of the item. Service Provider uses a certified secure third-party supplier to assist Service Provider with this task, and Service Provider may charge Client its current fees for the safe destruction of such items.

11.12 Service Provider shall take all reasonable steps to ensure accurate and efficient dealing with all communications including but not limited to mail and post received on Client’s behalf and that mail is handled in accordance with Client’s subscription for Services and Client’s instructions. However, no warranty or liability is accepted by Service Provider and Service Provider’s staff or agents in relation to the Services provided, and Service Provider does not allow Client to have any a) important or valuable documents or items; or b) prohibited items pursuant to the Royal Mail listing of such items sent to Service Provider as providers of the Registered Office Address and/or London Trading Address for the Company and/or Director’s Service Address for directors of the Company.

11.13 By ordering address and/or post handling as part of the Services including subscription for a Registered Office Address and/or London Trading Address for the Company and/or Director’s Service Address Services for directors of the Company Client provides Service Provider with power of attorney to receive and formally sign for the receipt of any post addressed to the Company and applicable director(s) of the Company.

11.14 Any postal items received will if Service Provider is not instructed otherwise and if agreed be forwarded to the address specified by Client by Royal Mail untracked and uninsured.

11.15 Service Provider’s address should not be used by the Company and/or any directors or other stake holders of the Company until all KYC Checks and PEP and Sanctions Screenings have been approved by Service Provider.

11.16 Forwarding by email and/or by post and/or handing over to Client of statutory and non-statutory mail as part of the Services for post handling shall only be performed by the Service Provider during the term of subscription for such Services and provided that the Account is in good standing and the Contract has not been terminated.

11.17 Service Provider reserves the right to refuse receipt at reception of any tracked type of mail that has been received at Service Provider’s address if the Account is not in good standing.

12. Bank and Merchant Account Referral Services

12.1 The  bank and merchant account referral service offered by Service Provider requires Client’s consent to Client’s personal data being transferred by Service Provider to the financial institution of Client’s choice.

12.2 Specific Terms and Conditions of the relevant financial institution(s) relating to the financial services to be provided by the financial institution(s) apply to such services.

12.3 Our bank and merchant account referral service cannot guarantee that the relevant financial institutions accept Client and/or the Company as a client.

13. Nominee Services

13.1 Service Provider may provide the Company with nominee directors and/or stakeholders if ordered by Client and accepted by Service Provider in the Order Confirmation.

13.2 Specific Terms and Conditions relating to the Services specified in sub-Clause 13.1 apply to such Services.

14. Meeting Room Services

14.1 The Hirer is to leave the Meeting Room(s) at the agreed allocated time slot. In the event the Hirer is late for the agreed allocated time slot the Hirer cannot carry over the booked time period past the agreed allocated time slot. In the event the Hirer overstays the agreed allocated time slot, Service Provider will charge the Hirer the hourly rate for the Meeting Room for the extra time. The Hirer will be expected to immediately pay for extra time at Service Provider’s reception. Non-payment will result in an invoice being raised to the Hirer with an applicable admin fee of £80.00 added to the outstanding balance.

14.2 The Hirer is to take good care of and not cause any damage to be done to the Meeting Room(s) or to any fittings, equipment or other property in the Meeting Room(s). The Hirer is to make good and pay for any such damage caused by any act or neglect of the Hirer or anyone for whom the Hirer is responsible, or anyone permitted by the Hirer to enter the Meeting Room(s).

14.3 Service Provider will not be liable for any injury to or death of any person attending the Meeting Room(s) or for any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by the Hirer in the exercise of the rights granted by the right to hire the Meeting Room(s).

14.4 Service Provider will not accept responsibility or liability in respect of any damage to or loss of any goods, articles or property of any kind brought into or left at the Meeting Room(s) or left or deposited with any officer or employee of Service Provider either by the Hirer or by any other person. The Hirer will indemnify Service Provider against such liabilities as are mentioned in this Clause 14.

14.5 Service Provider can provide basic refreshments such as tea, coffee, and water for paid bookings over 2 hours of duration. If additional tea and coffee is required, Service Provider charges £5.00 for a top up of the provided sachets and hot water. For free bookings of the Meeting Room(s), Service Provider charge basic refreshments for up to 4 persons at £5.00 and up to 8 persons at £9.00. The prices detailed in this sub-Clause 14.5 herein is subject to change without notice.

14.6 The Meeting Room(s) are not designed for food service. Only light refreshments or snacks (sandwiches, cookies, water, sodas, tea, coffee, etc.,) are allowed in the Meeting Room(s). Service Provider will only provide basic refreshments. Any snacks desired for to be enjoyed in the Meeting Room(s) must be provided by the Hirer. Hot meals (pizzas, soups, etc.) and alcoholic beverages are not allowed in the Meeting Room(s) and in the premises of the Service Provider.

15. Telephone, Call Answering and Voicemail services

15.1 Subscribers for Service Provider’s Call Answering and/or Voicemail Services will be assigned a unique telephone number starting with 0203 or a telephone number starting with 0207 (extra fee may be payable).

15.2 Client may only divert calls from Client’s own telephone number to Client’s assigned telephone number with Service Provider if Client subscribes for Service Provider’s Call Answering and/or Voicemail Services.

15.3 Service Provider’s Call Answering Service is subject to fair usage. Service Provider may at its sole discretion pause or stop the provision of the Services or increase the charges for the provision of the Services, if Service Provider finds that the volume or character of incoming calls is outside the standard on which the Call Answering Service is based.

15.4 The unique telephone number provided by Service Provider to Client as part of the Telephone, Call Answering and/or Voicemail Services belongs to Service Provider and is made available for Client during the term of subscription for such Services.

15.5 Client is entitled to use the telephone number provided by Service Provider as part of the Telephone, Call Answering and/or Voicemail Services only during the term of subscription for such Services.

15.6 Telephone calls taken for Client as part of the Call Answering Services may be recorded and monitored by Service Provider for training and quality purposes.

15.7 For complete details of Service Provider’s collection, processing, storage, and retention of personal data including personal data collected and/or processed during such telephone calls please refer to Service Provider’s Privacy Policy.

15.8 If Client is utilising the Call Answering Services Client may serve as data controller, and Service Provider will serve as data processor in regard to personal data collected; Client is advised to seek legal counsel to determine if the Services may impact Client’s legal responsibilities under the Data Protection Regulation including but not limited to Client’s privacy notice.

16. Google Adwords Vouchers

16.1 Any supplier vouchers including but not limited to Google Adwords Vouchers provided by Service Provider are subject to the supplier’s terms.

16.2 Any free Google Adwords Vouchers provided are for use only on new Adwords accounts and are subject to Google’s Terms and Conditions as found on Google’s website.

17. Items not Included in the Services

17.1 The Services do not include the following:

17.1.1 Book keeping services;

17.1.2 Processing of yearly accounts;

17.1.3 Accountancy services;

17.1.4 Auditing; and

17.1.5 Legal and/or tax counselling.

17.2 Any provision by Service Provider of the services specified under sub-Clause

17.1 requires Service Provider’s prior written approval.

18. Cancelling the Services

18.1 Cancellation of the Contract shall be subject to the specific terms governing the Services in question and may be subject to a minimum contract duration. Details of the relevant duration, cancellation provisions and minimum notice periods will be provided and confirmed in the Order Confirmation or on the Site.

18.2 Eligibility for refunds may vary according to the Services ordered. Client will be required to pay for Services supplied up until the point at which Client informs Service Provider that Client wishes to cancel (please note that this may include charges for preparatory work that Service Provider has undertaken where Service Provider has reasonably incurred costs) and for any Services ordered by Client where fees are non-refundable. Such sums will be deducted from any refund due to Client or, if no refund is due, Service Provider will invoice Client for the relevant sums.

18.3 Refunds under this Clause 18 will be issued to Client as soon as possible, and in any event within 14 calendar days of the day on which Client informs Service Provider that Client wishes to cancel.

18.4 Refunds under this Clause 18 will be made using the same payment method that Client used when ordering the Services.

19. Our Rights to Cancel or Terminate

19.1 Service Provider may cancel the provision of the Services for a period or terminate the Contract after Service Provider has begun providing the Services due to an event outside of Service Provider’s control (as under sub-Clause 21.2.4), or due to the non-availability of required personnel and/or required materials necessary for the provision of the Services. In such cases, Client will not be required to pay for any cancelled part of the Services and only be required to pay for Services that Service Provider has already provided up until the point at which Service Provider informs Client that Service Provider is terminating the Contract or any part thereof. Any sums outstanding from Client will be deducted from any refund due to Client, or if no refund is due, Service Provider will invoice Client for the relevant sums.

19.2 Once Service Provider has begun providing the Services, Service Provider may in its sole discretion terminate the Contract at any time with 14 calendar days’ written notice. Service Provider shall not be required to disclose the reason for such termination. Client will only be required to pay for Services that Client has received. Any sums outstanding from Client will be deducted from any refund due to Client, or if no refund is due, Service Provider will invoice Client for the relevant sums.

19.3 Service Provider may in its sole discretion terminate the Contract or any part thereof immediately by giving Client written notice in the following circumstances:

19.3.1 Client or any directors, partners, shareholders and/or other stake holders of the Company fail to provide Service Provider or relevant Third-party Providers as required at any time by Service Provider or Companies House with acceptable form of identification and proof of residential address or fail to pass all KYC Checks and/or PEP and Sanctions Screenings within a reasonable timeframe to be determined in Service Provider’s sole discretion.

19.3.2 Client fails to make a payment by the due date as set out in Clause 7. Cancellation does not affect Service Provider’s right to charge Client interest on any overdue sums as set out in sub-Clause 7.4;

19.3.3 Sanctions for non-compliance with important public protective measures or other irregularities are imposed on Client and/or the Company by Trading Standards or other public authorities, and these are in Service Provider’s sole reasonable discretion deemed to be incompatible with Service Provider continuing the Services;

19.3.4 The Company is dissolved for whatever reason regardless if it is subsequently reinstated; or

19.3.5 Client breaches the Contract in a material way and fails to remedy the breach within 3 calendar days of Service Provider asking Client in writing to do so.

19.4  Refunds under sub-Clause 19.3 are normally not provided; and if provided this is in Service Provider’s sole discretion.

19.5 Refunds under this Clause 19 will be made using the same payment method that Client used when ordering the Services.

20. Service Provider’s Liability

20.1 Subject to sub-Clause 20.4, Service Provider will not be liable to Client, the Company or any other party whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with the Contract.

20.2 Service Provider will not be liable for any costs including but not limited to fines and/or penalties resulting in the late filing of accounts and/or confirmation statement(s) for the Company as it is the responsibility of Client and/or the management of the Company to ensure timely filings of any documents or other formalities on behalf of the Company.

20.3 Subject to sub-Clause 20.4 Service Provider’s  total liability for all other losses arising out of or in connection with the Contract or any other agreement between Client and Service Provider, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either £100 or 50% of the total sums paid by Client to Service Provider under the Contract; whichever is the lower sum.

20.4 Nothing in these Terms seeks to limit or exclude Service Provider’s liability for death or personal injury caused by Service Provider’s negligence (including that of Service Provider’s employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

21. Events Outside of Service Provider’s Control (Force Majeure)

21.1 Service Provider will not be liable for any failure or delay in performing its obligations where that failure or delay results from any cause, that is beyond Service Provider ‘s reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Service Provider’s reasonable control.

21.2 If any event described under this Clause 21 occurs that is likely to adversely affect Service Provider’s performance of any of its obligations under these Terms:

21.2.1 Service Provider will inform Client as soon as is reasonably possible;

21.2.2 Service Provider’s obligations under these Terms (and therefore the Contract) will be suspended and any time limits that Service Provider are bound by will be extended accordingly;

21.2.3 Service Provider will inform Client when the event outside of its control is over and provide details of any new dates, times or availability of Services as necessary;

21.2.4 If the event outside of Service Provider’s control continues for more than 14 calendar days Service Provider may cancel the Contract and inform Client of the cancellation. Any refunds due to Client as a result of that cancellation will be paid to Client as soon as is reasonably possible, and in any event, no later than 14 calendar days after the date on which Service Provider informed Client of the cancellation.

22. Communication and Contact Details

22.1 Service Provider can be contacted for general questions, and for matters relating to the Services or the Order, by telephone at 020 3820 0241, by email at info@capital-office.co.uk, or by post to Service Provider at 124 City Road, London, EC1V 2NX, United Kingdom.

23. Complaints and Feedback

23.1 Service Provider always welcome feedback from its customers and, whilst Service Provider always use all reasonable endeavours to ensure that Client’s experience as a customer is a positive one, Service Provider nevertheless wants to hear from any client if they have any cause for complaint.

24. How Service Provider Use Client’s Personal Information (Data Protection)

24.1 All personal information of Client and any related data subjects that Service Provider may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and the data subjects’ and Client’s rights there under.

24.2 For complete details of Service Provider’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the data subjects’ and Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to Service Provider’s Privacy Policy. When Service Provider serves as data processor for Client, Service Provider’s Privacy Policy and Data Processing Terms serve as Data Processing Agreement between Client as data controller and Service Provider as data processor under the Data Protection Legislation.

24.3 Service Provider’s Privacy Policy and Data Processing Terms are integrated into these Terms by reference and must be accepted by Client in order for Service Provider to provide and continue to provide the Services to Client.

25. Other Important Terms

25.1 Service Provider may transfer (assign) any or all of Service Provider’s obligations and/or rights under these Terms (and under the Contract, as applicable) to a third-party (this may happen, for example, if Service Provider sell its business). If this occurs, Client will be informed by Service Provider in writing. Client’s rights under these Terms will not be affected.

25.2 Client may not transfer (assign) Client’s obligations and rights under these Terms (and under the Contract, as applicable) without Service Provider’s express written permission.

25.3 The Contract is between Client and Service Provider. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.

25.4 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other public authority, those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

25.5 No failure or delay by Service Provider in exercising any of its rights under these Terms means that Service Provider has waived that right, and no waiver by Service Provider of a breach of any provision of these Terms means that Service Provider will waive any subsequent breach of the same or any other provision.

25.6 Notices under these Terms by Client must be served by registered post to Service Provider’s registered office address. Notices under these Terms including to directors and/or shareholders of a Company can be served by Service Provider by any reasonable means including by post or courier service to the Company’s registered address, by post or courier service to any of the directors’ addresses and/or by email to the email address registered by the Company for forwarding of post.

25.7  Service Provider may revise these Terms from time to time including but not limited to in response to changes in relevant laws and other regulatory requirements.

26. Law and Jurisdiction

26.1 These Terms and the relationship between Client and Service Provider (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

26.2 Any dispute, controversy, proceedings, or claim between Client and Service Provider relating to these Terms or to the relationship between Client and Service Provider (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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Last update: 12 March 2026

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