Terms of Engagement

01About these terms and your engagement

These Terms of Engagement describe the basis on which 216.direct provides its Rule 22.4 notice service. In these terms, ‘we’, ‘us’ and ‘our’ mean the operator trading as 216.direct, and ‘you’ means the client identified in our written engagement confirmation. 216.direct is the service’s trading name. Our contact email is [email protected].

Before work begins, we will provide a written engagement confirmation identifying the contracting provider and client, the directors and companies covered, the agreed work, the fee and payment arrangements, and the information and approvals required. A contract is formed when that confirmation and these terms have been expressly accepted in writing, including by email. Visiting this website, clicking an enquiry button or sending an initial enquiry does not itself engage us or reserve a publication date.

Please read these terms, particularly the scope of service, your responsibilities and the liability provisions, before instructing us. Any specific variation must be agreed in writing. An engagement covers only the directors, companies, names and acquisition identified in the written confirmation; it does not automatically cover other directors or transactions.

02Our limited notice service

Our service relates exclusively to preparing the notices required for the business acquisition exception under Rule 22.4 of the Insolvency (England and Wales) Rules 2016 and arranging their publication in the Gazette and circulation to creditors as agreed. We prepare the notices for issue using the information and instructions you supply, including the applicable prescribed notice content under Rule 22.5 and the relevant standard contents of the Rules.

This is an administrative notice preparation, publication and circulation service. It is not an assessment, approval or certification that Rule 22.4 is available to you, that an acquisition qualifies, or that a prohibited name may lawfully be used. Our acceptance of instructions, preparation of a draft or issue of a notice must not be treated as confirmation of legal compliance.

We only accept instructions concerning companies registered in England and Wales and matters governed by the Insolvency (England and Wales) Rules 2016. Where an engagement concerns both an insolvent company and a successor company, both must be registered in England and Wales. We do not provide this service for companies registered in Scotland, Northern Ireland or overseas, or for matters requiring another jurisdiction’s insolvency rules.

03No legal advice or other exceptions

No legal advice is or will be provided by 216.direct under this engagement. Website information, correspondence, checklists, discussions and draft or issued notices are not legal advice. Our service does not create a solicitor–client relationship, and communications with us should not be assumed to attract legal professional privilege.

Before instructing us, you must have obtained independent legal or appropriately qualified professional advice confirming that Rule 22.4 notices are appropriate in your particular circumstances and explaining the conditions and deadlines you must meet. You must understand that advice and satisfy yourself that the requirements are met. If your circumstances change, the advice is unclear, or any aspect of eligibility or compliance is uncertain, you must seek further independent advice before proceeding.

We do not advise on, assess eligibility for, prepare applications under or otherwise deal with any other exception or route to reusing a prohibited name. This includes court permission under section 216, the temporary exception associated with court applications under Rule 22.6 and the existing-company exception under Rule 22.7. Court applications, representation, disputes, investigations and appeals are outside our service. We also do not advise on the acquisition agreement, insolvency appointments, tax, director disqualification, intellectual property or other restrictions on using a name.

04Your eligibility confirmations

When accepting an engagement and approving notices for issue, you must confirm that you have obtained the advice described above, understand the full requirements of Rule 22.4 and have a proper basis for relying on that exception. In particular, you must confirm that:

• the acquisition is of the whole or substantially the whole of the relevant business under arrangements made by a qualifying office-holder, and your adviser has confirmed that those arrangements and their timing meet the statutory requirements;
• all conditions which must already be satisfied are satisfied, and the outstanding notice and timing requirements can and will be met before you undertake any restricted activity;
• you have disclosed all relevant insolvency, acquisition and name-use dates, including any activity already undertaken, and have not already acted in breach of section 216 so as to prevent reliance on Rule 22.4;
• you have identified every director who needs to give notice and every relevant creditor whose name and address is known or can be ascertained through reasonable enquiries; and
• you understand that each director remains responsible for their own compliance and that another director’s notice, a purchase of a name, or registration of a new company does not by itself establish eligibility.

If you cannot give these confirmations accurately, you must tell us immediately and obtain independent advice. We may request further information or decline or suspend the work where the instructions are incomplete, inconsistent or appear unsuitable for this limited service. Any administrative check we undertake does not replace your adviser’s assessment.

05Information, authority and creditor details

You must provide complete, accurate and current information in good time. This includes the relevant company names and numbers, registered jurisdictions, historic and proposed trading names, each director’s full name and address, insolvency details, office-holder details, acquisition arrangements and completion date, intended activities, and a complete creditor list with usable addresses. Tell us promptly about any change or omission.

You are responsible for making the reasonable enquiries needed to identify the relevant creditors, obtaining any necessary information from the office-holder and confirming the completeness of the list. We circulate notices using the list supplied and approved by you; our service does not include investigating company records or conducting independent enquiries to discover omitted creditors. We remain responsible for carrying out the agreed circulation work with reasonable care and skill.

If you instruct us for another person or a company, you must have authority to do so and to supply the information and approve its use. Each affected director must authorise the notice given in their name. You must provide personal information lawfully and explain to affected individuals how it will be used, including any information that must appear in a public notice.

06Deadlines and existing use of a name

Timing is critical. The required creditor notices and Gazette publication must satisfy the statutory deadlines, including being given and published before the director undertakes the prohibited activity and no later than 28 days after completion of the qualifying arrangements. Posting a notice or submitting it to the Gazette is not necessarily the same as it being given or published. Allow sufficient time for delivery, publication, checking and any necessary correction.

The 28-day period is an outer deadline, not permission to trade or manage a business under a prohibited name in the meantime. Contacting us, paying a fee, approving a draft or receiving a submission acknowledgement does not extend a deadline or authorise any restricted activity. You and your independent adviser must establish the relevant dates and whether and when it is lawful for you to act.

You must tell us immediately if liquidation or acquisition has already occurred, the name is already being used, restricted activity may already have taken place, or a deadline is approaching. Rule 22.4 cannot be used to give notice after a breach of section 216 within Rule 22.4(5). A later notice does not cure an earlier breach. Obtain urgent independent legal advice in those circumstances; we do not provide retrospective clearance or remedial legal advice.

We will confirm the proposed administrative timetable after receiving the necessary information and approvals. We may decline instructions where there is insufficient time. If we accept a timetable and later become aware of a material delay, we will notify you promptly. We cannot guarantee a third party’s processing or delivery time, but remain responsible for the work we have agreed to perform.

07Draft approval, publication and circulation

We will provide draft notices for checking and written approval before issue. You must check the names, addresses, dates, company details, intended activities and all other factual information, and arrange any legal review you or your adviser considers necessary. Approval authorises us to arrange Gazette publication and creditor circulation in the agreed form on your behalf. Your approval does not remove our responsibility for errors caused by our own failure to exercise reasonable care and skill.

We will arrange publication and circulation in accordance with the accepted instructions and provide copies of the final notices, the publication reference or published notice when available, and the available dispatch records. These records evidence the administrative steps taken; they are not a legal opinion, a certificate of compliance or a guarantee of receipt by every creditor.

Tell us promptly if a notice is returned, rejected, inaccurate, not published as expected or sent to an incorrect address, or if a creditor has been omitted. We will also notify you of any such issue that comes to our attention. Any correction, further delivery or republication must be considered against the remaining legal deadline with your independent adviser. Once information has been published in the Gazette, it may form a permanent public record and may not be capable of withdrawal or deletion.

08The £500 inclusive fee

The flat fee for the notice service covered by an accepted engagement is £500, inclusive of notice preparation, Gazette publication, circulation to creditors, VAT and postage. The written engagement confirmation will identify the notices and instructions covered and when payment is due. There is no additional mandatory charge for the work included in that agreed service.

Work relating to a different transaction, additional instructions outside the agreed scope, or changes requiring fresh publication or circulation will only be undertaken for an additional fee if the work and price have first been expressly agreed with you in writing. We will not charge you to correct an error caused by our own failure to exercise reasonable care and skill. We do not provide the excluded legal or court services, whether for an additional fee or otherwise.

09Cancellation, suspension and refunds

You may ask to cancel by emailing [email protected]. We will stop further work and avoid further costs where reasonably possible. For a business engagement cancelled after work has begun, any amount retained will be limited to the reasonable value of work already carried out and unavoidable publication or delivery costs properly incurred, without double counting and not exceeding the agreed fee. We will explain the calculation and refund any balance paid for work not performed or costs not incurred.

We may suspend or end the engagement if essential information, approval or an agreed payment is not provided, if you ask us to issue information we know to be false or misleading, or if the work cannot properly be completed within the agreed scope or timetable. We will explain the reason promptly and, where appropriate, give you a reasonable opportunity to resolve the issue. If we cannot provide the agreed service, we will refund amounts paid for work not performed, without affecting any further remedy you may have for our breach.

The service is intended for business-related instructions. If you nevertheless qualify as a consumer, your mandatory consumer rights apply. Where the Consumer Contracts Regulations 2013 give you a cancellation right for a distance or off-premises service contract, you normally have 14 days after the day the contract is made to cancel, subject to any statutory extension. You may cancel by a clear statement sent to our email address; no particular form is required. We will provide any required cancellation information and model form before you are bound.

Where a consumer asks us to start during an applicable cancellation period, we will obtain the express request and any acknowledgment required by law. A lawful proportionate charge for work supplied may apply if you then cancel. The cancellation right is lost on full performance only where the legal conditions, including the required consent and acknowledgment, have been met. Any refund due on statutory cancellation will be made within the applicable statutory period, normally 14 days after we are informed of cancellation. These terms do not make a fee automatically non-refundable.

10Responsibility, disclaimer and liability

Our responsibility is to perform the agreed notice preparation, publication and circulation work with reasonable care and skill. We do not undertake to determine whether you may lawfully reuse a name, whether the acquisition qualifies for Rule 22.4, or whether circumstances outside our agreed administrative work satisfy the exception. Issuing notices does not itself confer permission, guarantee that the exception applies, or prevent a creditor, liquidator, regulator or court from challenging your conduct.

You remain responsible for obtaining independent advice, deciding whether the exception is appropriate, ensuring that its legal conditions are met, providing accurate and complete information, and refraining from prohibited activity. We do not accept responsibility for your decision to use a name or for losses caused by inaccurate or incomplete information, omitted creditors, undisclosed facts, late instructions or approval, or failure to follow independent advice, to the extent those losses are not caused or contributed to by our own breach of duty.

Publication and circulation on your instructions do not transfer your statutory duties or liability under sections 216 and 217 of the Insolvency Act 1986 to us. We do not promise immunity from prosecution, disqualification, personal liability for debts or other consequences of unlawful conduct. Nothing in this statement removes any claim you may otherwise have against us arising from our own breach of contract or negligence.

We are not liable for a third party’s delay or failure to the extent it is outside our reasonable control and is not caused or contributed to by our failure to carry out the agreed work with reasonable care and skill. We will take reasonable steps to reduce the effect of any such problem and inform you when it materially affects the engagement. This clause does not excuse failure to make an agreed submission or dispatch on time.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. Nothing removes a consumer’s statutory rights, including rights relating to reasonable care and skill, repeat performance or a price reduction where applicable. Any limitation applies only to the extent permitted by law and, where required, only if it is fair and reasonable. These terms do not provide a blanket exemption from responsibility for our own work.

11Confidentiality and personal information

We will use the information supplied to administer the engagement, prepare and issue the notices, communicate with you, maintain appropriate business records and meet applicable legal obligations. We will keep non-public information confidential except where disclosure is necessary for the agreed service, authorised by you, or required or permitted by law. Information needed for publication or delivery will be shared with the Gazette, the relevant creditors and service providers involved in that work.

The notices may be legally required to contain personal information, including a director’s name and address. Information published in the Gazette is public and may remain accessible indefinitely. Approval to issue a notice includes authority to disclose its approved contents for the agreed purpose, but does not waive any rights under data protection law. Please seek advice about any concern over a required address or other disclosure before approving a draft.

We will handle personal information in accordance with applicable data protection law and retain it only for as long as reasonably needed for the purposes above and any legal obligations or claims. Contact [email protected] about information handling or to exercise applicable data protection rights. These engagement terms do not replace any separate privacy information required by law.

12Completion and future changes

The engagement ends when the agreed notices have been prepared, publication and circulation have been arranged and the agreed completion records have been supplied, unless it ends earlier under these terms. We will identify any known outstanding publication or delivery issue rather than treat it as completed. You should retain the notices, records, acquisition documents and your adviser’s advice.

There is no ongoing retainer to monitor your activities, future name changes, later acquisitions, changes in the law or continued eligibility. A new instruction requires a new written agreement. We may update these website terms for future engagements, but a website update does not retrospectively change an existing engagement without agreement or any lawful basis required for the change.

13Questions and complaints

If you have a concern about our work, email [email protected] with the relevant company name, your engagement reference if available, and the issue you want us to address. We will acknowledge the complaint, investigate it and respond within a reasonable time. Tell us immediately if a live statutory deadline or incorrect notice is involved so that any practical correction can be considered promptly.

Using this complaints process is not a condition of exercising your legal rights and does not extend a statutory deadline or limitation period. It is not a substitute for obtaining independent legal advice.

14Governing law and general provisions

These terms and the engagement are governed by the law of England and Wales. For business clients, the courts of England and Wales have exclusive jurisdiction over disputes arising from the engagement. If you are a consumer, this does not remove any mandatory protection or right to bring proceedings in another court available under applicable law.

If a provision is held invalid or unenforceable, the remaining provisions continue to apply so far as legally possible. A delay in exercising a right does not waive it. These terms and the accepted written engagement confirmation record the agreed scope, but do not exclude liability for misrepresentation or displace any information, promise or right that applicable law makes binding.