1. About these Terms

These General Terms and Conditions (“Terms”) govern the purchase, supply and use of services, products, subscriptions, memberships, digital content and facilities provided under the Symfalogic brand.

These Terms apply to orders placed through the Symfalogic websites, online shops, client portals, order forms, onboarding forms, proposals, invoices, email correspondence or any other written or electronic ordering process.

By submitting an order, accepting a quotation, signing an engagement document, paying an invoice, creating a client account, submitting onboarding information or instructing us to begin work, the customer confirms that they have read, understood and accepted these Terms.

Additional service-specific terms, engagement letters, statements of work, package descriptions, order confirmations or schedules may apply. If there is a conflict, the following order of precedence applies:

1. the signed engagement letter or service agreement;
2. the applicable statement of work or written order confirmation;
3. the applicable service-specific terms;
4. these General Terms and Conditions;
5. the general description appearing on the website.

2. Service Provider

The principal United Kingdom operating company is:

Symfalogic Corporation is the owner, strategic parent, brand operator or supporting entity of parts of the international Symfalogic structure. The specific contracting entity responsible for a service will be identified on the applicable quotation, order confirmation, engagement letter or invoice.

References in these Terms to “Symfalogic”, “we”, “us” or “our” mean the Symfalogic entity identified as the supplier on the applicable order, agreement or invoice.

3. Business and Consumer Customers

Most Symfalogic services are intended for businesses, company directors, shareholders, entrepreneurs, self-employed persons and individuals acting for purposes connected with a trade, business, profession or planned business activity.

A “Business Customer” is a person or organisation acting wholly or mainly for purposes relating to their trade, business, craft or profession.

A “Consumer” is an individual acting wholly or mainly outside their trade, business, craft or profession.

Where mandatory consumer legislation applies, nothing in these Terms excludes or restricts rights that cannot lawfully be excluded. Provisions expressly stated to apply to Business Customers do not automatically apply to Consumers.

4. Our Services

Depending on the package or order selected, Symfalogic services may include:

• company formation and company registration assistance;
• registered office, director service address, correspondence address and business address services;
• mail receipt, mail scanning, mail forwarding and parcel handling;
• bookkeeping, accounting support and financial record administration;
• annual accounts and corporation tax return preparation;
• VAT registration, VAT return and payroll support;
• Confirmation Statement and other company filing assistance;
• Self Assessment registration or return preparation;
• business, compliance and administrative consultancy;
• office, meeting room, workspace and Business Centre services;
• educational courses, webinars and digital materials;
• marketing, website, CRM, HR and business-development resources;
• Symfalogic Ecosystem membership and access services;
• SYMGATE-related reward, access and membership functions;
• third-party software, platform, banking or professional-service introductions;
• other services described in an accepted quotation or order confirmation.

The precise scope of a service is limited to what is expressly stated in the applicable package description, quotation, engagement letter, order confirmation or invoice. A general website description does not automatically include every task that may be connected with that service.

5. Orders and Formation of the Contract

An order submitted by the customer constitutes an offer to purchase the relevant service. A binding contract is formed when we:

• confirm the order in writing;
• issue an invoice and accept payment;
• sign an engagement letter;
• begin performing the requested service with the customer’s authority; or
• otherwise expressly confirm acceptance.

We may refuse, suspend or cancel an order before work begins if required information is missing, payment has not been received, the requested service is unavailable, compliance checks cannot be completed, or we reasonably consider that providing the service would create a legal, regulatory, reputational or financial risk.

The customer is responsible for checking all information shown in the quotation, order confirmation and invoice. Any error must be reported without delay.

6. Customer Information and Cooperation

The customer must provide complete, accurate, current and non-misleading information and documentation within the time reasonably requested by us.

The customer must immediately notify us of any change affecting the service, including changes to:

• name, address or contact details;
• company directors, shareholders, members or beneficial owners;
• Persons with Significant Control;
• business activity or trading location;
• tax residence or immigration status;
• banking details;
• ownership or control structure;
• financial circumstances relevant to the engagement;
• any investigation, insolvency event or regulatory restriction.

We are not responsible for loss, penalties, missed deadlines, rejected applications or additional costs caused by inaccurate, incomplete, late or withheld information supplied by the customer or a third party acting for the customer.

The customer remains responsible for reviewing documents, returns, accounts and applications before approval or submission, unless applicable law expressly provides otherwise.

7. Identity Verification, AML and Compliance

We may be required to complete identity verification, anti-money laundering, sanctions, fraud-prevention, source-of-funds, source-of-wealth and beneficial-ownership checks.

The customer must provide all requested identification and supporting documents. We may use electronic verification providers and public or commercial databases.

We may delay, refuse, suspend or terminate a service if:

• verification cannot be completed;
• requested documents are not provided;
• information appears inconsistent, false or misleading;
• we suspect fraud, money laundering, sanctions exposure or unlawful activity;
• continuing the relationship may breach a legal or regulatory duty;
• the customer’s conduct creates an unacceptable risk.

Where disclosure is prohibited by law, we may be unable to explain the reason for a compliance-related delay, suspension, refusal or report.

8. Company Formation Services

Company formation services provide administrative assistance with preparing and submitting an incorporation application. Acceptance of a company name or incorporation application is controlled by the relevant registry or public authority.

We do not guarantee:

• acceptance of a proposed company name;
• incorporation within a specific period;
• approval of a bank or payment-provider account;
• VAT, PAYE, tax or other registrations;
• the customer’s eligibility to trade in a regulated sector;
• the availability of licences, finance, credit or investment;
• a particular tax treatment or commercial result.

The customer is responsible for ensuring that the proposed business activity is lawful and that all licences, permissions, insurance and professional approvals required for the activity are obtained.

Government, registry, notarial, legalisation, translation, courier and third-party fees may be separately payable unless expressly included in the package.

9. Accounting and Tax Services

Accounting and tax services are performed on the basis of information and documents supplied by the customer. The customer remains legally responsible for the accuracy and completeness of their business records and for maintaining appropriate evidence supporting transactions.

The customer must supply records sufficiently early to allow the work to be completed. Unless a different period is stated in an engagement letter, complete records must be provided no later than 60 days before the applicable filing deadline.

If records are provided late, incomplete or in an unusable format:

• we may charge additional fees for extra work;
• we may be unable to meet the filing deadline;
• we may submit only after receiving written approval;
• we may suspend or terminate the engagement;
• the customer remains responsible for resulting penalties, interest and additional costs.

Unless expressly included, our services do not constitute an audit, independent verification, regulated investment advice, legal advice or assurance that fraud, errors or unlawful conduct will be detected.

Tax legislation and official interpretations may change. Any advice is based on the information and law available at the time it is provided. The customer must request updated advice before relying on earlier guidance for a later transaction.

10. Filing Deadlines and Approvals

Where we prepare a filing, return or document for customer approval, the customer must review and approve it within the period stated in our communication.

We are not required to submit any document without the necessary information, authorisation and payment.

A reminder issued by us is an administrative support service and does not transfer legal responsibility for a deadline from the customer, director, taxpayer, employer or company to Symfalogic.

Unless expressly agreed otherwise in writing, the customer remains responsible for monitoring official correspondence and statutory deadlines.

11. Registered Office and Address Services

Address services may only be used by customers with an active, fully paid subscription and completed compliance verification.

The customer must not use a Symfalogic address:

• for unlawful, fraudulent, misleading or deceptive activity;
• to create a false impression of ownership or occupation;
• as a residential address;
• for goods, returns or parcels unless parcel handling is included;
• for regulated activity without required authorisation;
• after the service has expired, been suspended or terminated;
• for any person or entity not included in the order.

The customer authorises us to receive mail addressed to the registered customer or company. Receipt of mail by us does not constitute legal acceptance of liability, service of process on behalf of the customer beyond any mandatory legal effect, or confirmation that a document has been read by the customer.

The customer must promptly review scanned mail and comply with any deadline contained in it.

Mail forwarding, special handling, storage and courier charges may be separately payable. We are not responsible for delays, loss or damage caused by postal operators, couriers, customs authorities or incorrect addressing, except to the extent directly caused by our failure to exercise reasonable care and skill.

Following expiry or termination, the customer must remove the address from all registers, websites, stationery, invoices, advertising and business records within the period specified by us. We may notify Companies House, HMRC, other authorities, banks or relevant third parties that the customer is no longer authorised to use the address.

12. Business Centre, Office and Meeting Facilities

Business Centre, office, meeting-room, workspace, storage and related facilities are subject to availability, booking confirmation, applicable house rules and any security requirements.

The customer is responsible for the conduct of all persons attending under their booking and for any loss or damage caused by them.

Facilities must not be used for illegal, dangerous, disruptive or unauthorised activity. We may require any person to leave where their conduct creates a safety, security, legal or operational concern.

Additional charges may apply for overtime, extra cleaning, damage, replacement keys, unauthorised guests, storage, equipment use or other services outside the confirmed booking.

13. Courses, Webinars and Digital Content

Educational materials, webinars and courses are provided for general educational and informational purposes. They do not replace advice tailored to the customer’s individual legal, tax, financial or regulatory circumstances.

Access credentials are personal and must not be shared, transferred, resold or made publicly available.

Unless expressly authorised in writing, customers must not copy, record, reproduce, distribute, republish, translate, sell or create derivative works from our courses, webinars, templates or digital materials.

We may update course content, instructors, schedules, delivery methods or included materials where reasonably necessary, provided that the essential nature of the purchased service is not materially reduced.

14. Symfalogic Ecosystem and SYMGATE

The Symfalogic Ecosystem is a structured service, membership, educational and business-support environment. Access to particular levels, services or benefits may depend on an active qualifying package, membership status, eligibility requirements or the holding or allocation of the required number of SYMGATE units.

SYMGATE may be used within the ecosystem for reward, recognition, access, eligibility or other functions described in the applicable documentation.

Unless expressly stated in a separate legally binding document:

• SYMGATE does not represent shares or ownership in Symfalogic;
• it does not provide voting rights over a Symfalogic company;
• it does not guarantee profit, income, dividends or capital growth;
• it is not a bank deposit or savings product;
• its value, availability, utility and transferability may change;
• past or indicated value is not a guarantee of future value;
• ecosystem benefits may be modified where reasonably required by law, regulation, technology, security or operational development.

The customer is responsible for assessing whether participation is appropriate for their circumstances and for obtaining independent legal, tax or financial advice where required.

Reward credits may be subject to verification, claim periods, eligibility requirements and separate operational rules. An unclaimed reward may expire after the stated claim deadline.

We may withhold, reverse or cancel rewards obtained through error, duplicate processing, fraud, abuse, payment reversal, chargeback, unpaid invoices or breach of these Terms.

15. Prices, Taxes and Additional Work

Prices are those shown in the accepted quotation, package, order confirmation or invoice. Prices may be stated exclusive or inclusive of VAT or other applicable taxes, as indicated in the relevant document.

Third-party charges, government fees, registry fees, bank fees, payment-provider fees, courier charges, translation costs, legalisation fees and disbursements are payable in addition unless expressly stated to be included.

Work outside the agreed scope may be quoted and charged separately. Where urgent action is reasonably required to protect the customer’s position and it is not practicable to obtain prior approval, we may perform limited necessary work and charge a reasonable fee, provided that doing so is lawful and proportionate.

We may change recurring fees by giving reasonable written notice. If the customer does not accept the revised recurring fee, they may terminate the affected service before the new fee takes effect, subject to payment of all amounts already due and completion of any required transition steps.

16. Payment Terms

Invoices must be paid in full by the due date shown on the invoice. If no due date is stated, payment is due within 14 calendar days from the invoice date.

We may require full or partial payment in advance. We are not required to begin or continue work until cleared funds have been received.

The customer must pay invoices without deduction, set-off, counterclaim or withholding, except where required by law.

Payment is treated as received when cleared funds are credited to the bank account or payment account nominated by us.

Banking, card, currency-conversion and intermediary fees are the customer’s responsibility. The amount received by us must equal the full invoice total.

If a payment is reversed, recalled, disputed or subject to chargeback, the relevant invoice will be treated as unpaid from its original due date. The customer must also reimburse reasonable payment-reversal and chargeback costs where legally recoverable.

17. Late Payment: Business Customers

18. Late Payment: Consumers

The statutory commercial-debt compensation provisions in clause 17 do not apply to a Consumer merely because an invoice is overdue.

A Consumer may only be charged interest, administrative expenses or recovery costs to the extent permitted by applicable consumer law and only where the amount is fair, transparent, proportionate and reflects costs reasonably incurred.

Nothing in these Terms requires a Consumer to pay a disproportionate penalty for breach of contract.

19. Suspension for Non-Payment

If an invoice remains unpaid after its due date, we may, after giving reasonable notice where practicable:

• suspend work on all active matters;
• withhold non-statutory deliverables;
• suspend access to client portals, digital content or ecosystem benefits;
• stop mail scanning, forwarding or other optional address services;
• decline new instructions;
• cancel appointments, bookings or consultations;
• terminate recurring services;
• refer the account for debt recovery or legal proceedings.

Suspension does not cancel the debt or remove the customer’s responsibility for deadlines, penalties, filings, mail, taxes or statutory obligations.

We are not liable for loss, penalties, missed deadlines or other consequences arising from a lawful suspension caused by the customer’s failure to pay.

We may require payment of the full overdue balance, accrued charges and a reasonable reactivation fee before services resume.

20. Recurring Services and Renewal

Services described as monthly, annual, subscription-based or recurring continue for the agreed period and may renew in accordance with the applicable order or renewal notice.

Renewal invoices must be paid before the existing service period expires. Continued use of an address, platform, membership or other service after expiry does not create a right to receive that service without payment.

The customer must provide any cancellation notice required by the applicable service agreement. Cancellation does not affect fees already due or work already performed.

21. Cancellation Rights for Consumers

Where a Consumer enters into a distance or off-premises contract, they may have a statutory right to cancel within 14 days beginning on the day after the contract is formed.

To exercise the right to cancel, the Consumer must send a clear statement to:

Email: info@symfalogic.com

If the Consumer expressly asks us to begin providing services during the cancellation period, they must pay a proportionate amount for services supplied before cancellation.

The right to cancel may be lost where:

• the service has been fully performed after the Consumer expressly requested early performance and acknowledged the loss of the cancellation right;
• digital content has been supplied after the Consumer gave prior express consent and acknowledged that the cancellation right would be lost;
• another statutory exception applies.

Business Customers do not receive a statutory 14-day consumer cancellation right.

22. Refunds

Refund eligibility depends on the status and nature of the service.

Subject to mandatory consumer rights, fees are not refundable to the extent that:

• work has already been performed;
• government or third-party fees have been paid or committed;
• digital content or access has been supplied;
• a company or registration application has been submitted;
• compliance or onboarding work has been completed;
• the service was delayed or prevented by the customer;
• the order was for a personalised, urgent or time-specific service.

If we cancel a service without customer fault before providing it, we will refund the amount paid for the unprovided part, less any non-refundable third-party costs already properly incurred.

23. Third-Party Providers and Authorities

Some services depend on government bodies, registries, banks, payment providers, software providers, postal operators, couriers, verification providers, legal professionals or other independent third parties.

We may assist with introductions, applications or administration, but we do not control the decisions, systems, processing times, service availability or eligibility requirements of independent third parties.

A third party may apply its own terms, fees and privacy policy. The customer is responsible for reviewing and accepting those terms.

We do not guarantee the approval of any bank account, merchant account, finance application, tax registration, licence or third-party service.

24. Communications

We may communicate through email, telephone, client portal, video meeting, messaging service, post or another agreed electronic channel.

The customer must maintain current contact details and regularly check their email, spam folder, client portal and forwarded mail.

A communication sent to the customer’s last notified email or postal address will be treated as properly sent, subject to any mandatory legal rules governing formal notices.

The customer must not send passwords, private keys, full payment-card data or other unnecessary sensitive credentials through ordinary email or messaging services.

25. Confidentiality

Each party must keep confidential information received from the other party confidential and use it only for the purposes of the engagement.

We may disclose confidential information where reasonably necessary:

• to provide the service;
• to employees, contractors and professional advisers bound by confidentiality duties;
• to government bodies, regulators, courts or law-enforcement authorities;
• to comply with anti-money laundering, tax, sanctions or other legal obligations;
• to establish, exercise or defend legal rights;
• with the customer’s consent.

This clause does not apply to information that is public through no breach of duty, was lawfully known before disclosure, or was independently obtained without confidentiality restrictions.

26. Data Protection

We process personal data in accordance with applicable data-protection law and the Symfalogic Privacy Policy published on our website.

Personal data may be processed for service delivery, identity verification, compliance, account management, payment processing, fraud prevention, communication, record keeping, legal claims and other legitimate business purposes.

Where necessary, information may be shared with government authorities, professional advisers, contractors, software providers and other processors or recipients involved in delivering the service.

The customer confirms that they are authorised to provide personal data relating to directors, shareholders, employees, clients, suppliers or other individuals and that they have given any notices required by law.

27. Intellectual Property

All rights in the Symfalogic names, logos, website content, systems, course materials, documents, templates, designs, processes, databases and digital resources remain owned by or licensed to Symfalogic.

Payment for a service does not transfer ownership of our pre-existing intellectual property, methods, templates, systems or know-how.

Where we provide a document or material for the customer’s internal business use, we grant a limited, non-exclusive, non-transferable licence for that purpose only.

The customer must not resell, sublicense, publish, distribute, copy or commercially exploit our materials without prior written permission.

28. Customer Conduct

The customer must communicate with our staff, contractors, clients and community members in a lawful and respectful manner.

We may restrict communication channels, suspend services or terminate the relationship in response to threats, harassment, discrimination, abusive conduct, deliberate misinformation, fraud, repeated misuse of services or conduct creating a safety or security risk.

29. Warranties

We will perform services with reasonable care and skill.

Except as expressly stated in these Terms or required by law, we do not warrant that:

• a service will be uninterrupted or error-free;
• any authority or third party will accept an application;
• a particular business, financial, tax or commercial result will be achieved;
• website or platform access will always be available;
• general information will be suitable for every customer’s circumstances.

30. Limitation of Liability

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• breach of a liability that cannot lawfully be excluded;
• any other matter for which exclusion is prohibited by law.

Subject to the paragraph above, we are not liable to a Business Customer for:

• indirect or consequential loss;
• loss of profit, revenue, business, opportunity, contracts or anticipated savings;
• loss of goodwill or reputation;
• loss or corruption of data not directly caused by our failure to exercise reasonable care;
• penalties or interest caused by the customer’s delay, inaccuracy or non-cooperation;
• the acts, omissions, decisions or system failures of independent third parties or authorities;
• events outside our reasonable control.

Subject to mandatory law, our total aggregate liability to a Business Customer arising from a particular service will not exceed the total professional fees paid to us for that service during the 12 months preceding the event giving rise to the claim.

The limitations applying to Consumers extend only as far as permitted by applicable consumer law.

31. Customer Indemnity

A Business Customer must reimburse us for reasonable loss, liability, cost or expense resulting from:

• false, inaccurate or misleading information supplied by the customer;
• unlawful use of a company, address, facility, platform or service;
• breach of these Terms;
• instructions that infringe a third party’s rights;
• fraudulent or unauthorised activity by the customer or persons acting under their authority.

This indemnity does not apply to the extent that the loss was caused by our negligence, wilful misconduct or breach of contract.

32. Termination

Either party may terminate an ongoing service by giving the notice required by the applicable service agreement.

We may suspend or terminate immediately where:

• an invoice remains unpaid;
• the customer commits a serious or repeated breach;
• required compliance checks cannot be completed;
• we reasonably suspect unlawful or fraudulent activity;
• continuing would breach a legal, regulatory or professional obligation;
• the customer becomes insolvent or ceases trading;
• the customer’s conduct creates a material safety, legal, financial or reputational risk.

Termination does not affect accrued rights, outstanding invoices, confidentiality, intellectual property, liability, recovery rights or provisions intended to continue after termination.

33. Consequences of Termination

Following termination:

• all outstanding amounts become immediately due;
• access to platforms, memberships and digital services may end;
• the customer must stop using any Symfalogic address or protected material;
• we may retain records where required by law or for legitimate legal purposes;
• handover work and document transfer may be charged at a reasonable rate;
• we may notify relevant authorities that an address or service is no longer authorised.

We will not unlawfully withhold original customer documents solely because an invoice is disputed, but we may retain our own working papers and exercise any lawful lien or retention right.

34. Events Outside Our Control

We are not responsible for delay or failure caused by circumstances outside our reasonable control, including natural disasters, fire, flood, epidemic, war, civil disorder, industrial action, power failure, telecommunications failure, cyberattack, postal disruption, government action, registry outage or failure of a critical third-party system.

We will take reasonable steps to reduce the effect of such an event and resume performance when reasonably possible.

35. Complaints

A complaint should first be submitted in writing with the customer’s name, account or invoice number, a clear description of the issue and the requested resolution.

We aim to acknowledge a formal complaint within five working days and provide a substantive response within 20 working days, although complex matters may require additional time.

Submitting a complaint does not suspend the obligation to pay undisputed invoice amounts.

36. Disputed Invoices

Any genuine invoice dispute must be raised in writing promptly and, where reasonably possible, within seven calendar days after the invoice date.

The notice must identify the disputed amount and provide full reasons and supporting evidence.

The customer must pay any undisputed part by the original due date. Raising a complaint or unsupported objection does not automatically suspend payment.

Interest and recovery rights will apply to any amount that remains properly due after the dispute is resolved, subject to applicable law.

37. Changes to these Terms

We may update these Terms to reflect changes in law, regulation, services, technology, security requirements or business operations.

The version in force when a one-off order is accepted will generally apply to that order. Updated Terms may apply to future orders and recurring services after reasonable notice.

If a material change substantially disadvantages a customer under a recurring service, the customer may terminate the affected service before the change takes effect, subject to payment of all amounts already due.

38. Assignment and Subcontracting

We may use appropriately qualified employees, contractors, associated companies and service providers to perform parts of the service.

We may assign or transfer a contract within the Symfalogic group or as part of a genuine business reorganisation, provided that the customer’s mandatory legal rights are not reduced.

The customer may not assign or transfer their rights or obligations without our prior written consent.

39. Entire Agreement

These Terms and the documents incorporated into the contract constitute the entire agreement concerning the relevant service and replace earlier discussions or representations relating to the same subject.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

40. Severability

If any provision is found to be invalid, unlawful or unenforceable, it will be modified to the minimum extent necessary or, if modification is not possible, treated as deleted. The remaining provisions will continue in effect.

41. No Waiver

A delay or failure to enforce a right does not waive that right. A waiver is effective only if confirmed in writing and applies only to the specific circumstances for which it is given.

42. Third-Party Rights

Except for a Symfalogic group company expressly entitled to enforce a relevant provision, no person who is not a party to the contract may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

43. Governing Law and Jurisdiction

Contracts with Symfalogic Ecosystem Ltd and these Terms are governed by the laws of England and Wales.

For Business Customers, the courts of England and Wales have exclusive jurisdiction over disputes arising from or connected with the contract.

A Consumer resident in another part of the United Kingdom may also have the right to bring proceedings in the courts of the jurisdiction in which they reside. Nothing in these Terms removes mandatory consumer protections applicable in the Consumer’s country of residence.

44. Contact Details