Terms and Conditions

1. Agreement & Acceptance of Terms

By browsing, accessing, or placing an order through the Neptune Formation portal or via direct communication with our representatives, you acknowledge that you enter into a legally enforceable contract with Neptune Formation under the laws of England and Wales.

If you are placing an order on behalf of a company, partnership, or legal entity, you represent and warrant that you possess full authority to bind that organisation to these Terms. If you do not agree to any part of this Agreement, you must immediately refrain from using our services.

2. Scope of Services & Role as Formation Agent

Neptune Formation acts strictly as an authorised corporate service provider, company formation agent, and corporate administrative liaison. Our scope includes:

• Preparation, formatting, and electronic lodgement of incorporation documents to Companies House (England & Wales, Scotland, Northern Ireland) and applicable international company registrars;
• Provision of registered office addresses, directors' service addresses, and statutory mail handling;
• Arrangement and administration of professional nominee director and nominee shareholder solutions;
• Assistance with business banking applications and corporate financial introductions;
• Statutory compliance management, confirmation statement filings, and company secretarial support.

All filings are processed based on the explicit instructions, representations, and documentation supplied by the Customer.

3. Non-Advisory Disclaimer (Legal, Tax & Financial)

No material, communication, guidance document, or consultational advice provided by Neptune Formation, whether on this website, in emails, or in oral conversations, constitutes legal, tax, or investment advice. Customers are strongly encouraged to seek independent professional legal and tax advice prior to establishing corporate structures, particularly across cross-border jurisdictions.

4. Statutory AML Compliance & Identity Verification

Under the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) and international AML standards, Neptune Formation is legally mandated to execute comprehensive Customer Due Diligence (CDD) and Know Your Customer (KYC) checks on all clients.

You agree to furnish prompt, authentic, and certified documentation upon request, including but not limited to:

• High-resolution valid government-issued photo identification (passport, national identity card);
• Certified proof of residential address issued within the past three calendar months (utility bill, bank statement, council tax bill);
• Source of funds and wealth declarations where applicable under Enhanced Due Diligence (EDD) standards;
• Corporate ownership hierarchy documents for corporate shareholders.

5. Beneficial Ownership & Persons with Significant Control (PSC)

In accordance with the UK Small Business, Enterprise and Employment Act 2015 and Companies House directives, all UK companies must disclose their Persons with Significant Control (PSC). You warrant that you will disclose all ultimate beneficial owners holding 25% or more of shares or voting rights, or who otherwise exercise control over the entity.

You must notify Neptune Formation immediately of any change in ownership, shareholding, directors, or controlling beneficiaries during the lifecycle of any active corporate service.

6. Company Name Selection & Registry Checks

While Neptune Formation provides automated name-availability checks, final approval rests solely with Companies House or the relevant foreign government registrar. Companies House may reject names that:

• Are identical or excessively similar to existing registered entities;
• Contain sensitive or protected words (e.g. “Bank”, “Royal”, “Group”, “Trust”) without appropriate regulatory pre-authorisation letters;
• Could be construed as offensive, misleading, or contrary to the public interest.

Neptune Formation accepts no liability for costs, rebranding expenses, or domain acquisition fees incurred if a proposed company name is refused by Companies House.

7. Registered Office & Legal Address Services

Where you purchase our Registered Office Address service (e.g., 10 Linden Hall, 38 Stockwell Park Road, London, England, SW9 0AN) or Directors' Service Address:

1. The address is leased exclusively for statutory, government, and legal correspondence (Companies House, HMRC, courts, and official regulatory bodies);
2. The address must not be used as a physical trading address, warehouse, retail store, or for consumer goods deliveries without an explicit Virtual Office agreement;
3. You are strictly prohibited from representing that Neptune Formation personnel are your employees or operational staff;
4. Upon expiry or cancellation of the service, you must immediately file a change of registered office address (Form AD01) with Companies House. Failure to do so grants us the right to file Form RP07 to remove the address from the public register.

8. Mail Forwarding, Handling & Statutory Mail

Statutory post received at our London office is opened, digitally scanned, and transmitted to your verified client email or portal within two business days of receipt. Physical mail forwarding can be arranged subject to courier and administrative surcharges.

We accept no responsibility for marketing leaflets, bulk postal circulars, packages, parcels, or deliveries containing prohibited or hazardous materials, all of which will be destroyed or refused.

9. Nominee Services Conditions & Significant Milestones

Where the Customer engages Neptune Formation for nominee director, nominee shareholder, or nominee representative solutions:

• Nominee services are governed by a separate, bespoke Nominee Service Agreement and Power of Attorney (PoA);
• Nominees will not execute commercial transactions, enter into binding contracts, or incur company debts without explicit written indemnification and pre-clearance;
• The Customer remains the Beneficial Owner and retains 100% economic responsibility, tax liability, and civil accountability for corporate activities.

10. Banking Assistance & Third-Party Disclaimers

Neptune Formation acts solely as an introductory intermediary between the Customer and selected UK or international financial institutions (e.g. licensed banks, EMIs, and fintech platforms). We prepare paperwork, verify documentation, and facilitate introductions.

Strict Non-Guarantee: Bank onboarding, account approval, merchant account granting, and credit facility decisions are under the unilateral and unfettered discretion of each bank. A bank's refusal or enhanced due diligence query shall never constitute a default by Neptune Formation.

11. Accounting, VAT Registration & Annual Confirmation Filings

If you purchase accounting support, Confirmation Statement (CS01) filing, or VAT registration services, you must provide complete, accurate, and truthful financial statements and invoices in a timely manner. Neptune Formation does not audit, certify, or investigate client accounting records for tax evasion.

The ultimate statutory duty to lodge annual accounts and company tax returns with Companies House and HMRC remains with the company's designated directors.

12. Client Representations, Warranties & Lawful Purpose

The Customer expressly represents and warrants that:

• All entities formed will be engaged exclusively in legal, commercial, and permitted business activities;
• The company will not be utilized for money laundering, sanctions circumvention, tax fraud, terrorism financing, adult services, arms trading, or unlicensed gambling;
• No directors, shareholders, or beneficial owners are subject to UK OFSI, EU, UN, or US OFAC sanctions lists;
• All information and documentation submitted to Neptune Formation are accurate, authentic, and complete.

13. Fees, Pricing & Billing

All prices for company incorporation, address packages, nominee appointments, and administrative services are clearly enumerated on our invoices and website. Invoices are payable in full in GBP (£) prior to the initiation of any service work, filing lodgement, or nominee appointment.

Prices exclude UK VAT where applicable, which will be billed at the prevailing statutory rate. Payment gateway fees, credit card charges, and foreign exchange conversion costs incurred by payment gateways are non-recoverable.

14. Annual Service Renewals & Expiration

Registered office address, nominee services, mail handling, and company secretarial support are billed on an annual recurring basis. Renewal invoices are issued thirty (30) days prior to the expiration of the current service period.

If annual renewal fees are not paid within 14 days of expiration, Neptune Formation reserves the right to immediately terminate the service, cease mail forwarding, resign from nominee appointments, and submit statutory removal forms to Companies House.

15. Cancellations, Cooling-Off & Refund Policy

All order cancellations, cooling-off rights, milestone assessments, government fee deductions, and refund request protocols are governed by our comprehensive, legally binding Refund & Cancellation Policy, which is incorporated into these Terms by this reference.

Where government registry fees, nominee appointments, address activations, or custom documentation preparation have commenced, deductions or non-refundable terms apply as detailed in that policy.

16. Suspension & Termination of Services

Neptune Formation reserves the right to immediately suspend or terminate any active service without prior notice if:

• The Customer fails to maintain required AML / KYC verification documents;
• The Customer breaches any term of this Agreement or their Nominee Agreement;
• Law enforcement, HMRC, Companies House, or regulatory authorities request service termination;
• The Customer acts abusively, threateningly, or unprofessionally toward our staff.

17. Statutory & Registry Costs

Incorporation packages encompass statutory fees charged by Companies House or relevant regional registrars. Once submitted, government and statutory registry fees are non-refundable by government bodies and will be deducted from any cancellation settlements.

18. Government Delays, Registry Backlogs & Resubmissions

Neptune Formation processes applications with highest professional diligence; however, official registry processing speeds, electronic system downtime, technical glitches at Companies House, or queries from government examiners are entirely beyond our control.

Delays caused by registrar review backlogs or statutory strike actions do not constitute a breach of duty by Neptune Formation.

19. Intellectual Property Rights

All website content, proprietary calculators, legal workflows, logos, brand assets, source codes, text, and visual media are the sole intellectual property of Neptune Formation. Unauthorized duplication, reverse engineering, scraping, or commercial exploitation is strictly prohibited.

20. Confidentiality

Both parties agree to treat all business plans, identity records, financial information, and proprietary documentation exchanged during the performance of this Agreement as strictly confidential. Neither party will disclose confidential information to third parties except as required by law, statutory regulation, or court order.

21. Limitation of Liability

To the maximum extent permitted by applicable English law:

1. Neptune Formation shall not be liable for any indirect, special, punitive, consequential, or economic loss, including loss of profits, loss of reputation, or loss of contracts;
2. Our total cumulative liability arising out of or in connection with any service provided shall strictly be limited to the total service fees paid by the Customer to Neptune Formation for that specific service during the preceding twelve (12) months;
3. Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death, or personal injury caused by gross negligence.

22. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Neptune Formation, its directors, officers, employees, affiliates, and nominee partners from and against any claims, losses, fines, penalties, damages, or legal costs arising out of:

• Any breach of this Agreement or false representation by the Customer;
• The operational activities, contracts, debts, or legal disputes of the Customer's formed company;
• Failure of the Customer to lodge mandatory corporate accounts or pay taxes to statutory authorities.

23. Force Majeure

Neither party shall be held liable for failure or delay in performing contractual obligations where such failure results from circumstances reasonably beyond reasonable control, including acts of God, flood, fire, war, civil disturbance, pandemics, telecommunications collapse, power grid failure, or government intervention.

24. Severability & Entire Agreement

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between the parties.

25. Governing Law & Dispute Resolution

This Agreement, and any disputes, claims, or non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales.

Both parties agree to submit to the exclusive jurisdiction of the competent courts situated in London, United Kingdom, for the adjudication of any legal proceedings.

26. Official Corporate Contact Details

For all formal notices, contract inquiries, or corporate correspondence, please contact Neptune Formation via the channels below: