Master Services Agreement (MSA)
Effective Date: 01/08/2025
LAUNCHESE LTD Company Details (The "Agent"):
* Company Name: LAUNCHESE LTD
* Company Number: 11878200
* Registered Office Address: 24-26 Arcadia Avenue Fin009, London, United Kingdom, N3 2JU
* Regulatory Status: Trust or Company Service Provider (TCSP) supervised by HM Revenue and Customs (HMRC) for Anti-Money Laundering (AML) purposes.
PART 1: DEFINITIONS AND INTERPRETATION
1.1. Definitions
* "Agent," "We," "Us," "Our": Refers to LAUNCHESE LTD (Company number 11878200).
* "Client," "You," "Your": Refers to the individual or corporate body contracting with the Agent for Services.
* "Company": The legal entity (limited company, LLP, etc.) being formed, administered, or provided Services for by the Agent at Your instruction.
* "Services": The company formation, address, mail handling, and corporate administration services provided by the Agent.
* "Registered Office Address (ROA)": The address 24-26 Arcadia Avenue Fin009, London, N3 2JU, when designated as the official registered office of the Company.
* "AML Regulations": The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended).
* "Indemnified Parties": The Agent, its officers, directors, employees, and agents.
1.2. Referenced Policies
This MSA incorporates and is governed by the following mandatory policies, attached as Appendices:
* Acceptable Use Policy (AUP): Details acceptable conduct and prohibited activities (Appendix A).
* Registered Office & Mail Policy (ROMP): Details the strict use limitations of the Registered Office Address (Appendix B).
PART 2: BASIS OF CONTRACT AND CLIENT OBLIGATIONS
2.1. Contractual Basis (B2B)
By accepting these Terms, You confirm that You are contracting with Us in the course of a business and not as a consumer. This contract is governed by the laws applicable to commercial agreements in the United Kingdom.
2.2. Pre-Incorporation Liability (Companies Act 2006, s.51)
A contract that purports to be made by or on behalf of a Company at a time when the Company has not been formed takes effect as one made with the person purporting to act for the Company or as agent for it, and he is personally liable on the contract accordingly. By accepting this MSA, You agree that all pre-incorporation contracts, agreements, or liabilities are the sole personal responsibility of the Client, constituting an "agreement to the contrary" under Section 51 of the Companies Act 2006.
2.3. Client Statutory Duties and Accuracy of Information
You, as director/officer of the Company, remain solely responsible for all statutory duties under the Companies Act 2006, including:
* Maintaining accurate Company and accounting records.
* Filing the Confirmation Statement and Annual Accounts on time.
* Ensuring the accuracy and legality of all information provided to the Agent for filing with Companies House and HMRC.
You shall immediately inform the Agent of any changes to Your beneficial ownership, contact details, or business activities.
2.4. AML/KYC Compliance Gating
As required by the AML Regulations, the provision of any Services, including the public use of the ROA, is strictly conditional upon Your full compliance with the Agent's AML/KYC requirements. The ROA address must not be used by the Company or any associated person until the Agent's compliance team has issued written approval following the successful completion of all required due diligence checks (as detailed in the ROMP).
PART 2A: AML REGULATORY DECLARATION AND COMPLIANCE
2A.1. TCSP Status and Regulatory Oversight
You acknowledge that the Agent is classified as a Trust or Company Service Provider (TCSP) under the Money Laundering Regulations 2017 (MLR 2017) and is legally subject to mandatory supervision by HM Revenue & Customs (HMRC).
2A.2. Mandatory Due Diligence Acceptance
You agree that the Agent is legally required to perform mandatory Customer Due Diligence (CDD) and ongoing monitoring throughout the duration of the business relationship. This includes, but is not limited to:
a. Identity Verification: Verifying the identity and residence of all directors, shareholders, and Persons with Significant Control (PSCs) using electronic and documentary checks.
b. Screening: Continuous screening against Sanctions Lists and Politically Exposed Persons (PEP) registers.
c. Enhanced Due Diligence (EDD): Providing all necessary documents, including copies of passports, proof of address, Certificates of Residence (for non-UK residents), and any data required for Source of Funds (SOF) and Source of Wealth (SOW) verification, immediately upon request, particularly for high-risk clients.
2A.3. Consequences of Non-Cooperation and Non-Compliance
You warrant that any failure to cooperate with the Agent's AML compliance requests within the specified deadlines shall constitute a material breach of this Agreement, leading to:
a. Immediate Termination: Immediate termination of all Services without refund (MSA Clause 5.1).
b. Statutory Reporting: The Agent reserves the right to file a Suspicious Activity Report (SAR) with the National Crime Agency (NCA) if suspicion of money laundering or terrorist financing arises from Your activities or failure to cooperate, in line with the Proceeds of Crime Act 2002 (POCA). You understand that under no circumstances will the Agent notify You if a SAR is filed (criminal offence of "tipping off").
PART 3: FEES, PAYMENT, AND RENEWAL
3.1. Charges and Payment
Fees for the Services are as set out in the Order Confirmation. The Agent reserves the right to suspend or terminate Services if any undisputed invoice remains unpaid after the due date.
PART 4: INDEMNITY AND LIMITATION OF LIABILITY
(ATTENTION IS PARTICULARLY DRAWN TO THIS PART, WHICH ALLOCATES RISK)
4.1. Client Indemnity for Breach, Misconduct, and Statutory Failure
The Client shall indemnify, defend, and hold harmless the Indemnified Parties from and against any and all liabilities, costs, expenses, damages, and losses ("Losses") suffered or incurred by the Indemnified Parties arising, directly or indirectly, out of or in connection with any of the following:
a. Breach of Contract and Policies: Any material breach by the Client or the Company of this Master Services Agreement, the Acceptable Use Policy (AUP), or the Registered Office & Mail Policy (ROMP).
b. Statutory Non-Compliance: Any failure by the Client or the Company directors to comply with their mandatory statutory duties under the Companies Act 2006, the AML Regulations, or any other applicable UK law or regulation.
c. Fraud and Criminal Activity: Any act of fraud, willful misconduct, or misrepresentation by the Client or the Company, including but not limited to the use of the Services to facilitate money laundering, tax evasion, or illegal trade (such as copyright or intellectual property infringement).
d. Regulatory Fines and Penalties: Any fines, penalties (including the mandatory £1,500 penalty administration charge for AML breaches), investigation costs, or civil claims imposed on the Agent by Companies House, HM Revenue & Customs (HMRC), Trading Standards, or any other government or regulatory authority, where such sanction is caused by or results from the Client's or the Company's breach of law, fraud, or misrepresentation.
e. Third-Party Claims: Any claim, action, or demand brought by any third party (including consumers, creditors, or intellectual property rights holders) against the Agent, arising out of the Company's business operations or use of the Registered Office Address in breach of this agreement.
4.1.1. Recovery of Costs
All legal costs, professional expenses, and administrative fees recovered by the Agent under this Clause 4.1 shall be calculated and paid by the Client on a full indemnity basis.
4.2. Limitation of Agent's Liability
The following provisions set out the entire financial liability of the Agent to the Client in respect of any breach of this Agreement, or any act or omission relating to the performance or non-performance of the Services.
a. Exclusion of Consequential Losses: The Agent shall not be liable for any consequential, indirect, special, punitive, or incidental losses, nor for any loss of profit, loss of revenue, loss of anticipated savings, or loss of business opportunity, howsoever arising, except to the extent such liability cannot be excluded by law.
b. Financial Cap: Subject to Clause 4.2(c), the Agent's total aggregate liability to the Client for all claims whatsoever arising under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall in no circumstances exceed an amount equal to the fees paid (or payable) by the Client to the Agent in the twelve (12) months immediately preceding the event giving rise to the claim.
c. Mandatory Exclusions (Carve-Outs): The limitations of liability set out in Clause 4.2(b) shall not apply to and shall not limit the Agent's liability for:
i. Liability for death or personal injury resulting from the Agent's negligence.
ii. Liability arising from fraud or fraudulent misrepresentation.
iii. Liability for any matter for which liability cannot be legally limited or excluded under the Unfair Contract Terms Act 1977.
4.3. Reasonableness of Clauses
The Client acknowledges that the provisions in this PART 4 have been commercially agreed upon, reflect the commercial risk undertaken by the Agent as a regulated TCSP, and are considered reasonable for a B2B service agreement of this nature.
PART 5: TERMINATION
5.1. Immediate Termination Rights
The Agent may terminate the Services, including the provision of the ROA, with immediate effect and without prior written notice or liability to refund, if:
a. Illegal Activity or AUP Breach: You or the Company breach the Acceptable Use Policy (AUP), including, but not limited to, engaging in fraud, money laundering, or illegal trade.
b. Compliance Failure: You fail to comply with AML/KYC requirements (Part 2A), or fail to provide requested documentation within the specified deadline.
c. Reputational Risk: The Agent, in its sole discretion, determines that the continued provision of Services to You or the Company is causing or is likely to cause an adverse effect on the Agent's reputation or its regulatory standing.
5.2. Consequences of Termination
Upon termination under Clause 5.1:
a. No Refund: You shall not be entitled to any refund of fees paid, and all outstanding amounts shall become immediately due.
b. Address Removal (RP07): Your right to use the ROA shall cease immediately. If the Company fails to immediately file Form AD01 with Companies House to change the address, the Agent reserves the right to file Companies House Form RP07 (Application by a non-disclosure address for removal of a registered office address) to force the removal of the ROA from the public register.
c. Public Disclosure: You acknowledge that the termination of the ROA service may result in the Company's default or residential address being placed on the public Companies House register by operation of law.
PART 6: GENERAL
6.1. Governing Law and Jurisdiction
This MSA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this MSA.
6.2. Entire Agreement
This MSA, together with the AUP and ROMP, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
6.3. Changes to Terms
The Agent reserves the right to vary these Terms at any time. The Client's continued use of the Services shall be deemed acceptance of any updated version of these Terms.