Terms and Conditions
Starfish Organisers Ltd trading as Breakout (“the Company”) provides virtual office, company formation, company secretarial and accountancy services (“the Services”) at its offices (“the Address”), details of which may be found on the Company website https://www.breakoutonline.co.uk (“the Website”).
These Terms and Conditions (the “Agreement”) shall prevail in the event of any conflict between these Terms and Conditions and any terms and conditions appearing anywhere else.
Any purchase for virtual office services that you (“the Client”) place with the Company, by whatever method, will be governed by these terms and conditions.
If any provision of these Terms and Conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions shall not be affected.
Client’s purchase will only be valid if made via the Company’s ordering procedure. By making a purchase, the Client agrees to be bound by these Terms and Conditions.
When Clients purchase from the company you warrant that you are over the legal age of 16.
Due to the nature of the internet and the fact that your access to the Website involves features outside our control, we do not accept any liability for technical problems that you may experience with the said Website.
While the Company takes all reasonable care to ensure that the information contained on the Website is accurate and up to date, the Company makes no representations, warranties or undertakings about any of the information content or materials provided on the Website (including, without limitation, any as to quality, accuracy, completeness or reliability).
All material on the Website is provided for information purposes only and does not constitute legal, accounting or other professional advice, and it must therefore not be relied upon as such.
The Company reserves the right to change or remove (temporarily or permanently) the Website, or any part of it, without notice, and shall not be liable to any parties for any such change or removal.
The Website is provided on an “as is” and “as available” basis without any representation or endorsement made and without warranty of any kind whether expressed or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
No warranty is given that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
The website may provide the facility to register in order to gain enhanced access privileges or in order to purchase products or services. The Company will not be responsible for loss or damage that may incur if the Client shares these details with their business partners or any other third party.
The Company may withdraw or suspend the Client’s right to access or use the Website at any time, without prior notice and without providing any reason.
Clients’ use of the Website and the purchase of any products or services from it are governed in accordance with the laws of England and Wales.
Clients warrant that any information you provide to us about yourself upon registration, purchase or at any time will be accurate, current and complete. You also warrant that you will ensure that this information is kept accurate and up to date at all times.
This Agreement shall commence on the purchase date upon finalised transfer of monies to the Company for Services and shall continue unless and until terminated by either of party in accordance with these Terms & Conditions.
The Client has entered into this Agreement for the provision of Services by The Company as detailed by their online application and by the confirmation email sent by and from the Company.
No variation to this Agreement shall be binding unless agreed in writing by the Company.
Any payments taken are non-refundable unless they comply with our termination and refund terms.
Any clerical, typographical or other error or omission in any price list, quotation, sales literature, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
This Agreement is for the initial fixed term period and shall be extended automatically on an annual basis, thereafter, subject to this Agreement.
It is the Client’s responsibility to cancel their account within the terms of this Agreement if they do not wish to renew the services.
Use of Address
By purchasing any of the Services offered by the Company the Company has given the Client the right to use the Address for a limited term.
The Client is not permitted to state to any third party they have a physical presence at any of the Company’s Address(es), nor assert to any government authority that the Client(s) are resident at the Address.
The Company reserves the right to disallow categories of business as the Company sees fit.
The Company reserves the right to refuse to offer service to businesses whose activities are illegal under British law, or which may be judged immoral by the management of the Company, or which may draw the negative attention of UK regulatory authorities (or the public) to the business, employees or the Address of the Company.
Businesses in the following niches are not permitted to use any of the Addresses: Adult, Alcohol, Gambling, Financial Services (Cryptocurrencies, Insurance, Investments, Loans), Firearms, and Pharmaceutical.
The Client is not permitted during or after the term of this Agreement to carry out any act or make any omission that may damage the goodwill or reputation of the Address or Company or that may bring the Address or the Company into disrepute.
In order to receive our services, and to comply with UK local and national laws, the Client must provide to the Company copies of the following forms of identification, before any mail will be forwarded:
• A valid copy of a driving license, passport or European identity card;
• A valid copy of a utility bill, bank statement, local council or government letter that has the Client’s name and address on it.
The documents may be uploaded via the Client’s online dashboard, or sent to the Company by email or letter.
In the absence of such documents the Company may hold and retain the Client’s mail, for a limited time period (a maximum of 7 days), at its discretion, until such documents are supplied, and subsequently, if said documents are not forthcoming, return said mail to sender.
The Company shall not be liable for any loss, harm or consequence suffered by the Client or a third party as a result of this procedure. (See Section 15.)
In certain instances, the Company may ask for original documents, from the Client or their co-directors/shareholders, to confirm and verify details that the Client has provided, as well as documents detailing the nature, purpose and composition of the Client’s business. Failure to provide such documents within 7 days of request may result in immediate termination of service without notice or refund.
The Client must inform the Company immediately in writing or via email of any changes to the Client’s contact details and business scope.
The Client’s mail must be addressed in the format: Your Company Name, International House + the Address.
i. The Company will not be held responsible for delays or non-delivery of mail arising out of using a different address format.
ii. If the Company becomes aware, through its routine checks, of the use of its Address in a format other than the aforesaid it may inform the Client to make the necessary changes. The Company will only make changes if the appropriate Secretarial services are bought to pay for and enable these.
All mail delivered at the Address will be forwarded to the Client to the address designated in the Client’s account as soon as is reasonably practicable.
For administrative purposes, the Company considers the mail officially received on that date which the Company’s staff mark upon the mail, at the Company’s mail processing Address.
Client mail delivered at the Address will not be made available for collection.
Any mail delivered to the Client at the Address marked in such a way that the Company is unable to determine from the outside packaging that it is intended for the Client, the Company reserves the right to open such mail to determine for whom it is intended.
The Registered Office Address service covers unlimited forwarding of Companies House and HMRC letters addressed in the name of the company to anywhere in the world.
The Director’s Service Address covers unlimited forwarding of Companies House and HMRC letters addressed in the name of the company director to anywhere in the world.
The Business Address Service covers the forwarding of those letters designated ordinary business letters by the Company, according to the number of business letter credits purchased. These letters are defined as all letters other than letters from Companies House and HMRC.
Should the Client receive, by accident, any mail or letters not specifically addressed to them by the sender, they shall be obliged to return said mail to the Company at their own expense. The Company will compensate the Client with £10 renewal (fee) credit.
If the Scan & Email service is bought alongside the Registered Office Address, Director’s Service Address and /or the Business Address Service, the Company will scan and upload the corresponding number of letters specified for the Services bought.
When Scanning is bought for a particular address service the hardcopies of the letters scanned will not be posted to the customer. Instead, the hardcopy will be shredded securely after it is scanned into our online system. If there is any material that is not suitable for scanning (such as a bank-card or cheque) then it will not be scanned, instead, the hardcopy will be posted to the customer.
i. All letters (C4 & C5 size) will be scanned, except junk mail, magazines, catalogues, brochures and large documents (10+ pages).
ii. We reserve the right to open any letter and scan it into our system if a customer has the Scan service selected in their account, regardless of account status.
The Company accepts no liability for mail that cannot be proven to have been delivered to the Address. Proof of postage shall not constitute proof of delivery.
All risk in mail delivered in the name of the Client or their business at the Address shall pass to the Client immediately upon delivery to the Address.
In the event that the Company has reason to believe that any mail item delivered to the Client at the Address is or may be, in any way, illegal, immoral, harmful, noxious, deteriorating or dangerous, the Company reserves the right to dispose of such mail as it sees fit.
The Company reserves the right, at its sole discretion, to refuse delivery of and return to the sender (at the Client’s sole cost) or to withhold from forwarding any mail items the Company deems too large for forwarding.
The Company reserves the right, at its absolute discretion, to withhold from forwarding and/or to pass to any relevant authority, including Trading Standards, the National Crime Agency, HM Revenue and Customs and the police, any mail delivered to you at the Address, without notice to you.
The Parcel forwarding service is only available at the Long Melford address
Clients must let the Company know in advance if a parcel is expected.
An admin fee, plus postage will be charged to forward any parcels.
Parcels will be kept in storage for a maximum of 7 days before being returned to the local Post Office for processing.
The Company reserves the right to return to sender any unannounced parcel or any parcel which is, in the opinion of the Company and its staff, too large or too heavy.
The Company reserves the right to dispose of any other unsolicited items received at the Address(es) which cannot be returned to sender via Royal Mail.
Purchase of the service Registered Office Address gives the Client the right to use the Address at Companies House and as the Client’s Registered Office Address in all official communications.
Purchase of the service Director’s Service Address gives the Client the right to use the Address as the Client’s Director’s Service Address with Companies House.
i. The Director’s Service Address gives the Client the right to have 1 (one) director per account. Use of the Company’s Address for additional director(s) requires the creation of a separate account for each director.
Purchase of the Business Address Service gives the Client the right to use the address on websites, business cards, letterheads, general correspondence, trademarks and patents and as a contact address.
Purchase of the service ‘Scan & Email’ bought in combination with the Registered Office Address Service and/or Director’s Service Address Service and/or the Business Address Service permits the contents of the Client’s letters (C5 and C4 only) to be scanned and uploaded to the account Dashboard and afterwards posted to the forwarding address active on the Client account at the time of processing.
i. The ‘Scans For Life’ service offering shall be conditional upon the account being in good standing and that the Registered Office Service, Director’s Service Address and Business Address Service plus Business Address postal credits shall all be present, active and paid for in the Client account at the time of the receipt of a Client letter.
The client account must be in good standing before any Secretarial or Accountancy Service can be performed.
All filings shall be done electronically unless otherwise stated and only for companies limited by shares.
Purchase of any of the Secretarial Services (which shall include Accountancy Services) will give the Client the right to receive the purchased Service only if the Secretarial Service is bought at least 14 days before any secretarial submission is due and the Accountancy Service is bought at least 30 days before any accountancy submission is due and only if the Client responds to communications from the Company in a timely manner.
i. The Company accepts no liability for errors or delays in Secretarial Services’ processing. It is the Client’s responsibility to check data validity before authorising the Company to submit it to UK government agencies or other third parties.
ii. The ‘Confirmation Statement & PSC Submissions For Life Service’ and ‘Dormant Company Accounts For Life Service’ offerings shall mean that the Client shall be eligible for only one such submission of each type during each 12 month period. These offerings, here termed ‘Lifetime Service Offerings’, shall be provided at the sole discretion of the Company. The form, components, duration and termination of these Offerings may be subject to change without notice.
iii. The Company reserves the right to request further payments for any secretarial Services if parallel or extra submissions to Companies House or HMRC are required to finalise the Service execution.
Access to the meeting rooms at the Company’s Offices are subject to availability.
i. A minimum block of hours must be booked, and the invoice fully paid, at least 24 hours in advance before a meeting room booking is confirmed..
All services are purchased for the duration specified and expire at its end. If services are added before the account expiry date they will expire at the account expiry date. The Company may then, at its sole discretion, add credit as compensation to the account, the nature and value of said credit to be defined by the Company.
The Company will make use of its proprietary and bespoke electronic filing facility on its Website to incorporate a new Limited Liability company (of the designation ‘Ltd’ or ‘Limited’ only) through the Registrar of Companies.
The Company’s Website will present the Client a range of choices during the incorporation submission process. It is the responsibility of the Client to understand the choices offered and their adequacy before proceeding with the submission.
The Company uses the standard Articles of Association document provided by Companies House as default for all companies formed on its Website.
The Company does not take responsibility for acceptance by Companies House of the submitted company name if the said name is not legally acceptable.
1 (One) company incorporation service purchase grants the Client three submission attempts in total.
If the company formation process on the Website leads to errors which are the fault of the software itself, the Company will rectify the issue or/and provide a full refund, upon request.
The Company accepts no liability for consequent loss of business or reputation as a result of errors on the Website and the formation software(s) used by the Company.
Companies incorporated at our Thistle St. address in Scotland will be in a separate legal jurisdiction regulated by Scottish law and thus cannot be thereafter transferred to England & Wales.
Fees are payable monthly or annually in advance as indicated on the Website.
The Company reserves the right to vary the fees periodically without notice.
If the Client registers on an incorrect tariff or selects the wrong Service the Company will invoice the Client for the difference before activating the Services.
A new registration fee applies if the Client changes their mail forwarding address to an overseas address from a UK address.
There may be additional fees charged for administrative duties incurred due to changes to the Client’s account such as change of mail forwarding address and parcel forwarding.
If the Client wishes to cancel their monthly payments before the expiry of the 12-month agreement then the remainder monthly payments become immediately due.
The Company reserves the right to charge customers’ stored card details any outstanding fees owed, whether such fees are owed due to a technical error on the Website, or due to administrative oversight. The Company also reserves the right to retain Client credit or debit card details to this end until such time as the Client ceases using the Company address or addresses publicly.
The Company reserves the right to pursue unpaid fees through court action and/or use of debt collection agencies.
Clients’ card details are automatically saved by the Company’s payment processors to facilitate automatic account renewals.
No additional fees are charged for filtering Client’s junk mail, returning to sender unwanted post, or a separate holding fee for mail kept on file for a maximum of 7 days.
The Company may offer customers and Clients discounted rates for Services(s) during registration, adding services (post registration) and at account renewal.
Introductory offers are available only at point-of-sale and may not be applied to subsequent purchases.
Existing Clients may not open new accounts to replace old ones, for the same companies or trading names, to take advantage of introductory rates.
Discount codes cannot be used in conjunction with any other offer. Discount codes can only be used once per customer, per transaction.
All services are renewable on an annual basis at the discretion of the Company.
The Company will notify Clients of the account renewal fee when an account is due to expire or has expired.
Clients who have the auto-renew feature turned on will have their accounts automatically renewed. If paying by direct-debit is active as a payment method in the account our online system will automatically attempt to take payment by this method first and, upon failure of this method, it will attempt any subsequent payment methods the client has listed in their account.
If the Client has any business letter credits left over then credits will carry over to the next year if the account is renewed.
The Company offers no refund for unused business letter credits, renewal credits, accrued affiliate payments and services purchased if the account is not renewed. Account credits of any kind and of any amount will not be paid to the Client if left unclaimed before account expiry.
The Company may vary the renewal fee according to the services purchased and the mail forwarding address of the Client.
A compulsory account renewal is mandated if a Client continues to use the Address past the account expiry date.
If Clients continue to use the Company’s Address without renewing their account then the Company reserves the right to change the client’s mailing address to their home address and consequently levy a £30+VAT administration fee on the account.
The Company has the right to employ a debt collection agency to recover any monies owed. The collection process, in itself, may incur additional fees.
Clients must inform the Company of their intention to terminate the account in writing through opening a new ticket from their online Dashboard or by sending an email to customer support.
i. Any monthly or annual subscriptions will need to be cancelled at least one full month before the anniversary of the subscription date. Any subscription cancellations received after this date will apply to the following year’s subscription.
The Company may terminate an account at any time with immediate effect and without refund if the Company suspects illegal usage of its Address(es) and Service(s) or if the Client is in material breach of these Terms & Conditions.
On termination of an account the Client must cease all use of the Address(es) purchased including, without limitation, from any electronic mail, all promotional activities utilising the Address, with HMRC, Companies House and any other regulatory authority.
The Company shall exercise the right to close any accounts if enquiries related to the account holder(s), company directors & shareholders and business activities are not answered adequately within 14 days of the request.
The Company reserves the right to cancel its Services if the Company receives complaints from law enforcement agencies or the general public or receives visits to our premises from enforcement officers.
The Company may inform law enforcement agencies if there is cause to suspect the Address(es) is/are being used for any illegal purpose.
The Company reserves the right to cancel Services if we decide it is being abused with regard to the quantity or quality of the mail we need to process on behalf of a Client.
Termination shall be without prejudice to the accrued rights of the parties as at the date of termination.
The Registered Office Address & Director’s Service Address fee will be refunded if the address has not been used to register a company or director’s service address and only within 14 calendar days of the initial purchase date.
Business Address Service fee will only be refunded if the address has not been used and only within 14 calendar days of the initial purchase date. Unused mail credits will not be refunded.
Company formation, certificate printing and all secretarial service fees are non-refundable unless the Company was not able to provide these services during the term of the account.
No refund will be made of any payment after 14 days from the date of purchase.
Refund requests for services delivered by partners of the Company must be addressed to the partner directly.
If in the unlikely event the Company decides to close down an Address, the Company will give at least 30 days’ notice, when possible, and refund in full any remaining unused months of the annual fee, if paid in advance.
The Company will honour the Money Back Guarantee by refunding the difference to the Client as renewal credit if valid details of the website or company which is providing the same service for less money is proven.
i. The money-back guarantee is only applicable to new registration purchases at the time and date of the initial account purchase transaction.
The method of refund is at the Company’s discretion and any bank charges incurred will be deducted from the amount being refunded.
All customers are automatically enrolled in the Company’s affiliate program with every new account creation.
The Company may make changes to the affiliate program at any time. The changes may include, but are not limited to, changes in referral fees, fee schedules, payment procedures and program rules.
Commission earnings will be accrued on the account for the duration of the account term and may, at the discretion of the company, revert to zero if the earnings are not claimed before account expiry.
Clients can only invoice the Company if their current unpaid commission has reached or exceeds £100 GBP.
If the Client has been awarded renewal credits on the account then this will also be displayed on Clients’ Dashboard as a total sum of earnings accrued on the account.
The Company will only make payments to affiliates into their designated bank account or PayPal account. Any transaction charges will be deducted before processing commission payments.
Any returned cheques, chargebacks or fees from a returned order will be adjusted in the affiliate account.
The Company will not be liable for any indirect damages, loss of revenue, profits or data arising in connection with the running of the affiliate program.
Affiliates are not permitted to publicise their affiliate code using mass unsolicited promotional methods. Any violation of this policy may result in the affiliate being immediately dismissed from the affiliate program with all unpaid commissions being forfeited.
The Company does not express or imply any warranties or representations in respect of the affiliate program or an affiliate’s potential to earn income from the program.
The Company makes no representation that either the Website or the affiliate program itself will be uninterrupted or error-free and will not accept liability for any consequences of interruptions such as postal strikes, website down-time and so on.
To the maximum extent permitted by applicable law, the Company will not be liable to the Client for any special or consequential loss or damage arising out of or resulting from the performance or breach of this Agreement.
The Company shall not be liable to or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay failure or loss was due to any cause beyond the Company’s reasonable control.
The Client herewith expressly agree to waive, and not to claim for damages, direct, indirect, punitive, special or consequential, including, but not limited to, lost business, revenue, profits or data, for any reason whatsoever arising out of or in connection with this agreement, any failure to furnish any service provided hereunder, any error or omission with respect thereto, from failure of any and all courier service to deliver on time or otherwise deliver any items (mail, packages, etc.) or any interruption of services.
The Client agrees to indemnify and keep the Company indemnified against all actions, claims, proceedings, costs, damages and expenses (including, without limitation, legal fees) arising out of the breach of any of the warranties contained within this Agreement.
Due to the type of service the Company provides, any compensation claim shall be limited to one month’s service (one twelfth of the annual fee).
By accepting these terms, the Client agrees to fully indemnify the Company from any claim, for whatever reason, from a third party, including partner services, and that any such claim will be handled solely and completely between the Client and the third party.
Intellectual Property Rights
Nothing in this Agreement is intended to or shall be deemed to transfer any Intellectual Property Rights in the Address or Services to the Client. Any goodwill that may arise by virtue of the Client’s use of the Address shall vest in the Company automatically upon creation.
The Client may not use the name Registered Address or International House or the telephone numbers and the domain names which resolve to the Website or the Address provided by the Company for any purposes save as expressly permitted by this Agreement.
The Company reserves the right to refuse to provide Services to any person with a company name or trading name which, at its absolute discretion, it considers to be confusingly similar to any name or trademark used or likely to be used by the Company.
Change of Terms and Conditions
These terms and conditions are subject to change without notice.
You agree to check to see if any changes have been made to the General or the relevant Specific terms each time you visit the Website or purchase products or services from it.
Any notice required to be given under our Agreement with you or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in the English language.
The Company will notify all Clients of any significant change via email. If upon receiving the email no action is taken, then the Company will consider the Client’s continued use of its Address and Services as acceptance of Terms and Conditions.