Terms and Conditions
1.1 These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Sceaux Partners Limited (t/a Grid Club UK) a company registered in England and Wales under number 12805470 whose registered office is at 30 Churchill Place, London, United Kingdom, E14 5RE (we or us or Service Provider) to the person buying the services (you or Customer).
1.2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2.2 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3.1 These Terms apply solely to business customers. We do not contract with individual consumers and the Services are not supplied for personal use (that is, outside the course of trade, business, craft or profession).
3.2 These Terms, together with any documents expressly referred to herein, constitute the entire agreement between You and Us in relation to the Services. You acknowledge that You have not relied on any statement, representation, warranty or assurance that is not expressly set out in these Terms and shall have no remedy in respect of any misrepresentation (whether innocent or negligent) not contained herein.
4.1 Whilst We take reasonable care to ensure that the descriptions of Services are accurate, the precise scope of the Services may vary depending on Your requirements and circumstances.
4.2 Clause 4.1 does not exclude liability for errors arising from Our negligence, but relates only to minor variations in the proper performance of the Services.
4.3 Where applicable, You shall be required to select the appropriate package or specification of Services.
4.4 We do not warrant that any particular Service will be continuously available and confirmation of availability shall only be given at the time of Our Order Confirmation.
4.5 Prices are stated on Our Site exclusive of VAT and are correct to the best of Our knowledge at the time of publication. We may vary prices, Service details or promotional offers at any time. Such changes shall not affect any Order already confirmed.
4.6 All Orders are reviewed on receipt. In the event of a pricing error, We shall contact You for instructions before proceeding. If We receive no response within three (3) days, the Order shall be deemed cancelled and any sums paid will be refunded (less the Order Processing Fee referred to in Clause 5.6).
4.7 Where a change in price occurs between submission of Your Order and Our acceptance, the price applicable shall be that published at the time of the Order.
4.8 VAT will be applied at the prevailing rate at the point of payment. Any change in VAT rate between the date of Your Order and the date of payment shall be reflected in the amount charged.
4.9 If official fees or third-party charges (including, without limitation, Companies House or Royal Mail fees) change between the date of Your Order and the date We are required to incur such costs, the amount payable shall be adjusted accordingly and may be invoiced separately.
5.1 An Order placed by You, whether through Our Site or otherwise, shall constitute an offer to purchase the Services subject to these Terms. No binding contract shall arise unless and until We issue a written Order Confirmation.
5.2 An Order Confirmation shall set out the Services to be provided, together with the applicable charges (including any taxes and disbursements).
5.3 We may, in Our absolute discretion, decline to accept any Order, in which case any sums paid shall be refunded to You as soon as reasonably practicable, less the Order Processing Fee referred to in Clause 5.6.
5.4 Any request by You to vary an Order shall be subject to Our agreement and may result in additional charges.
5.5 We may cancel an Order at any time prior to commencement of the Services if (a) required personnel or materials are unavailable; or (b) an event beyond Our reasonable control prevents performance (see Clause 20). In such circumstances any sums paid shall be refunded to You as soon as reasonably practicable, less the Order Processing Fee referred to in Clause 5.6.
5.6 In all cases where an Order is cancelled (howsoever arising and whether by You or by Us), We shall be entitled to deduct a non-refundable Order Processing Fee of £20 from any sums otherwise repayable. Refunds shall be made using the same payment method originally used by You.
6.1 Unless otherwise agreed in writing, all charges for the Services are payable in advance. The amount payable and the method of payment shall be confirmed in the Order Confirmation.
6.2 All sums due shall be paid in full without set-off, counterclaim, deduction or withholding (save as may be required by law in respect of taxes).
6.3 Payments shall be processed through Our appointed payment processor (currently Stripe). We accept the following methods of payment: Visa, Mastercard, American Express, Apple Pay, Google Pay and Link.
6.4 If any sum is not paid by the due date, We may charge interest on the overdue amount at a rate of 8% per annum above the base lending rate of Barclays Bank plc from time to time. Interest shall accrue daily from the due date until the date of actual payment (whether before or after judgment) and shall be payable on demand.
6.5 Where You subscribe to Services requiring periodic payments (including, without limitation, renewable services such as Address or Telephone Handling Services), You authorise Us, by way of continuous payment authority on the card used for the original purchase, to debit such card for the following:
6.5.1 Renewable Services – fees shall be charged automatically on the renewal date. We shall give prior notice of any renewal and You may cancel before renewal takes effect.
6.5.2 Adjustments – where official fees or external costs increase (including, without limitation, Companies House or Royal Mail charges), the additional amount shall be debited automatically.
7.1 We shall perform the Services with reasonable skill and care and in accordance with accepted standards within the company formation sector. The Services shall commence on the date specified in the Order Confirmation.
7.2 The Services shall continue until completed, or for such period as may be stated in the Order Confirmation.
7.3 We shall use reasonable endeavours to meet any agreed timescales for delivery of the Services. Time shall not be of the essence and We shall not be liable for any delay caused by an event beyond Our reasonable control (see Clause 20).
7.4 You shall provide all information, instructions, approvals and co-operation reasonably required for the proper performance of the Services. We shall not be liable for any failure or delay in performance to the extent caused by Your failure to comply with this obligation.
7.5 Where information or assistance provided by You is inaccurate, incomplete or delayed, We may (a) suspend performance until such deficiency is remedied; and/or (b) charge reasonable additional fees to cover any extra work required as a result.
7.6 We may suspend or terminate the Services where (a) You fail to comply with Clause 7.4; (b) technical or operational issues arise requiring suspension; or (c) You fail to make payment in accordance with Clause 6. Any suspension or termination pursuant to this Clause shall be without prejudice to any other rights or remedies available to Us.
7.7 We shall use reasonable endeavours to ensure that the Services are provided without defect. Any concerns regarding the Services shall be notified promptly in accordance with Clause 21.
8.1 You shall, upon request, supply such identity documents and proof of address relating to directors, partners, shareholders and/or other stakeholders as may be required under applicable laws, regulations or Our internal policies. You further agree to co-operate with all verification processes, including KYC (Know Your Customer), PEP (Politically Exposed Persons) and Sanctions checks undertaken by Us or on Our behalf.
8.2 We may at any time request sight of original identification documents. Where originals cannot be provided, We may require notarised or otherwise certified copies.
8.3 You must not use the Services for any unlawful or improper purpose, or in breach of Our acceptable use policy. Any breach entitles Us to terminate the Services immediately and without refund.
8.4 We may suspend or terminate the Services without liability where: (a) We are unable to reach You at the contact address supplied; (b) any director, partner, shareholder or stakeholder connected with Your account fails any KYC, PEP or Sanctions screening; or (c) You fail to provide all required identification documents within the deadlines notified to You.
8.5 When establishing a business account on Our Site (or otherwise at Our direction) You must use a business email address as the principal contact address. We may decline to register or maintain accounts which use a personal email address.
9.1 Provided that You have complied with all requirements notified by Us and supplied the necessary information and documentation, We will ordinarily submit company formation applications to Companies House during standard business hours. Incorporations are commonly processed within three to five hours of submission. This timescale is not guaranteed.
9.2 We shall use reasonable endeavours to issue company formation documentation without undue delay following incorporation.
9.3 Responsibility for ensuring that a proposed company or domain name is capable of lawful registration rests solely with You.
9.4 By agreeing to these Terms You authorise Us to file with Companies House the statutory documentation required for incorporation and, where applicable, the statutory filings necessary to bring the Services to an end if terminated or discontinued.
9.5 We accept no liability in the event that a Company is removed from the Companies House register, or becomes subject to penalties, fines or other consequences, as a result of statutory non-compliance or other circumstances beyond Our control.
10.1 Tax Services are available only to those clients who have contracted and paid for such services. A separate service agreement will be issued at the commencement of any Tax Services, setting out the scope, terms and conditions applicable to that engagement.
11.1 Where You have subscribed to Address Services, You may use the mailing address supplied by Us solely as the Company’s registered office address during the term of the subscription.
11.2 The Address Services are limited to the receipt of statutory correspondence issued by HM Revenue & Customs and Companies House. Such correspondence shall, upon receipt, be opened and scanned by Us and transmitted to the contact email address provided by You.
11.3 No other types of mail (including but not limited to bank correspondence, general business communications, parcels or DVLA items) will be accepted or processed. Any such items received may be refused, returned or destroyed.
11.4 Our address must not be used until all identity documentation has been provided and verified in accordance with Clause 8. Pending such verification We reserve the right to withhold or refuse delivery of any correspondence.
11.5 Postal items received at Our address are handled entirely at Your risk. We shall not be liable for any loss, damage or delay to items, however arising, once delivered to Our premises.
12.1 Termination of the Services shall be subject to the specific provisions applicable to the Service in question and may be subject to a minimum contract period.
12.2 Tax Services are governed by a separate agreement and shall be subject to the cancellation terms contained therein.
12.3 Where You cancel Services, You shall remain liable for all charges properly incurred up to the date of cancellation, including any preparatory or ancillary work and non-refundable disbursements.
12.4 Subject always to Clause 5.6, where a refund is due following cancellation, We shall be entitled to deduct the non-refundable Order Processing Fee of £20.
12.5 Refunds will be made using the same payment method originally used by You and will be processed as soon as reasonably practicable, and in any event within fourteen (14) calendar days of cancellation taking effect.
13.1 We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects.
13.2 We may make changes to the Services necessary to comply with law or safety requirements and will notify you if this is necessary.
13.3 We will use reasonable endeavours to complete the Services within the time agreed, however time shall not be of the essence.
13.4 All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
14.1 You must obtain any permissions, consents, licences or otherwise that we need and must provide us with all relevant information, materials, properties and other matters required to provide the Services.
14.2 If you do not comply with Clause 14.1, we can terminate the Services.
14.3 We are not liable for any delay or failure caused by your failure to comply with this section.
15.1 The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
15.2 In addition to the Fees, we can recover from you:
(a) reasonable incidental expenses including, but not limited to, travelling, hotels and subsistence;
(b) the cost of services provided by third parties and required by us for the performance of the Services; and
(c) the cost of any materials required.
15.3 You must pay us for any additional services not specified in the quotation in accordance with our then current rates, unless otherwise agreed.
15.4 The Fees are exclusive of VAT and other taxes or levies.
16.1 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within 5 days from the date of the quotation.
16.2 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
16.3 If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees.
16.4 If, due to circumstances beyond our control, we have to make any change in the Services or how they are provided, we will notify you immediately and use reasonable endeavours to keep changes to a minimum.
17.1 We will invoice you for payment of the Fees either:
(a) when we have completed the Services; or
(b) on the invoice dates set out in the quotation.
17.2 You must pay the Fees due within 5 days of the date of our invoice or otherwise in accordance with any agreed credit terms.
17.3 Time for payment shall be of the essence of the Contract.
17.4 Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 0% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
17.5 All payments due must be made in full without deduction or withholding except as required by law.
17.6 If you do not pay within the period set out above, we can suspend further provision of the Services and cancel any future services arranged with you.
17.7 Receipts for payment will be issued only at your request.
17.8 All payments must be made in British Pounds unless otherwise agreed in writing.
18.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations.
18.2 You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
19.1 We can terminate the provision of the Services immediately if you:
(a) commit a material breach of your obligations under these Terms and Conditions; or
(b) fail to pay any amount due under the Contract on the due date for payment; or
(c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any statutory provision for the relief of insolvent debtor; or
(d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other arrangement with creditors; or
(e) convene any meeting of creditors, enter into liquidation, have a receiver, manager, administrator or administrative receiver appointed, file for the appointment of an administrator, give notice of intention to appoint an administrator, or any proceedings relating to insolvency.
19.2 We may also terminate the Contract with immediate effect by notice in writing where:
(a) You, or any director, partner, shareholder or stakeholder of the Company, fail to provide satisfactory identification or verification documents or do not pass KYC, PEP or Sanctions checks;
(b) You fail to make payment when due under Clause 6;
(c) sanctions, enforcement measures or other penalties are imposed on the Company by any authority; or
(d) You commit a material breach and do not remedy such breach within three (3) calendar days of notice.
19.3 We may terminate the Contract by giving not less than fourteen (14) calendar days’ written notice at any time, without obligation to provide reasons.
19.4 We may terminate the Contract at any time if performance is prevented by an event outside Our reasonable control or by unavailability of necessary personnel or materials.
19.5 In the event of termination, You shall be liable for all charges properly incurred up to the date of termination. Any refund due shall be subject to deduction of the non-refundable Order Processing Fee of £20. Refunds shall be issued using the same payment method originally used within fourteen (14) calendar days of termination.
20.1 We reserve all copyright and intellectual property rights in any goods supplied in connection with the Services. We reserve the right to take action to prevent infringement.
21.1 Our liability under these Terms and Conditions, in breach of statutory duty, tort or misrepresentation shall be limited as set out in this section.
21.2 The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
21.3 We are not liable (whether caused by our employees, agents or otherwise) for:
(a) any indirect, special or consequential loss, damage, costs, or expenses;
(b) any loss of profits, anticipated profits, business, data, reputation, goodwill, or business interruption;
(c) any failure caused by events beyond our reasonable control;
(d) any losses caused directly or indirectly by your breach of obligations; or
(e) any losses arising from your choice of Services or use of the Services or goods supplied.
21.4 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including third party equipment) caused by you or your agents.
21.5 Nothing in these Terms excludes our liability for death or personal injury caused by our negligence, fraud, or any other liability which cannot lawfully be excluded.
22.1 When supplying the Services, we may access, transfer, store or process personal data of employees of the Customer.
22.2 The Customer shall be the ‘data controller’ and we shall be the ‘data processor’ under GDPR.
22.3 We shall only Process Personal Data to the extent reasonably required to enable supply of the Services, shall not retain it longer than necessary and shall not process it for any other purpose.
22.4 We shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict ‘need-to-know’ basis, or where required by law.
22.5 We shall implement and maintain technical and organisational security measures as required to protect Personal Data.
22.6 Further information is specified in our Data Protection Policy at www.gridclub.co.uk. For enquiries or complaints regarding data privacy, email: contact@gridclub.co.uk.
23.1 Neither of us is liable for any failure or delay in performing obligations where such failure or delay results from causes beyond reasonable control, including but not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, terrorism, war, governmental action or any other event beyond control.
23.2 If the delay continues for a period of 90 days, either of us may terminate or cancel the Services.
23.3 If a Force Majeure event continues for more than fourteen (14) calendar days, We may terminate the Contract with immediate effect by written notice. Any refund due shall be made within fourteen (14) calendar days of termination.
24.1 All notices must be in writing and signed by, or on behalf of, the party giving notice.
24.2 Notices shall be deemed given:
(a) when delivered by courier during business hours;
(b) when sent by fax or email and a successful transmission report or return receipt is generated;
(c) on the fifth business day following mailing, if mailed by ordinary post; or
(d) on the tenth business day following mailing, if mailed by airmail.
24.3 All notices must be addressed to the most recent address, email or fax number notified to the other party.
25.1 No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that or any other right or remedy.
26.1 If one or more of these Terms and Conditions is found unlawful, invalid or unenforceable, that provision shall be deemed severed and the remainder shall remain valid.
27.1 These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales.
27.2 All disputes (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
updated on 30th of September 2025