Effective Date: November 26, 2025

IMPORTANT: These Terms and Conditions govern the contractual relationship between DayOne Formations (referred to as “Service Provider,” “We,” “Us,” or “Our”) and the Client (referred to as “Client,” “You,” or “Your”). By clicking the “I Agree” button or checkbox on our website, or by otherwise commencing engagement of our services, you confirm that you have read, understood, and agreed to these Terms and Conditions in their entirety.

Table of Contents

1. Definitions and Interpretation
2. Scope of Services and Key Limitations
3. Client Obligations and Compliance (AML/KYC/CTF)
4. Fees, Payment, and Renewals
5. Confidentiality and Data Protection
6. Intellectual Property
7. Limitation of Liability and Indemnification
8. Force Majeure
9. Termination
10. General Provisions
11. Governing Law and Dispute Resolution
12. Exclusion of Warranties
13. Electronic Communications
14. Language
15. Independent Contractors
16. Waiver
17. Survivability
18. Third-Party Rights
19. Amendments
20. Notices
21. Entire Agreement

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1. Definitions and Interpretation

1.1. Definitions

• Agreement: The entire contractual arrangement, including these Terms and Conditions and the specific Order Confirmation and Invoice, and any subsequent written amendments.
• Services: The specific company formation, registered agent, corporate secretarial, and compliance filing services purchased by the Client and itemized on the Invoice.
• Client Entity: The company, trust, foundation, or other legal vehicle established or serviced by the Service Provider on behalf of the Client.
• UBO: Ultimate Beneficial Owner, meaning the natural person(s) who ultimately own or control the Client or Client Entity.
• AML/KYC/CTF: Anti-Money Laundering, Know Your Customer, and Counter-Terrorism Financing regulations.
• Governmental Authority: Any government, regulatory body, tax authority, or official registry in any relevant jurisdiction.

1.2. Interpretation

Headings are for convenience only and do not affect the interpretation of this Agreement. References to the singular include the plural and vice versa.

2. Scope of Services and Key Limitations

2.1. Defined Services

The Service Provider agrees to deliver the Services as specifically itemized and confirmed on the Order Confirmation and subsequent Invoice.

2.2. Strict Exclusion of Professional Advice

DayOne Formations IS NOT a law firm, accounting firm, or tax advisor. We provide general information on corporate structures but do not provide legal, tax, financial, or investment advice. Any information provided must be verified by the Client’s independent professional advisors. The Service Provider is not responsible for the tax consequences, legal suitability, or financial outcomes of the structure the Client chooses or operates.

2.3. Banking and Third-Party Services

We may assist with the preparation of documents for bank account opening. Banking approval is NEVER guaranteed and is at the sole discretion of the receiving financial institution. We are not liable for the delay, denial, or closure of any bank account. We are not responsible for the performance or failure of any third-party service provider, including governmental agencies, banks, notaries, or couriers.

2.4. Assumption of Jurisdictional Risk

The Client accepts and assumes all risks and resulting costs associated with any future changes to the statutory fees, taxes, compliance obligations, or corporate laws imposed by the Governmental Authority of the Client Entity’s jurisdiction (e.g., increased annual fees, new economic substance reporting). The Service Provider will notify the Client of such changes, but the Client remains fully liable for all associated fees and compliance requirements.

3. Client Obligations and Compliance (AML/KYC/CTF)

3.1. Mandatory Due Diligence

The Client acknowledges that compliance with AML/KYC/CTF regulations is paramount and non-negotiable. The Client must provide accurate, complete, and current documentation regarding their identity, source of funds/wealth, and all UBOs instantly upon request. The Client further warrants that any required non-English documentation shall be provided with a certified English translation and notarized as per the Service Provider’s compliance standards. The Client warrants that the Client Entity will not be used for any illegal, unlawful, unethical, or sanctioned activities.

3.2. Policy on High-Risk Jurisdictions

The Client confirms that they, their UBOs, and the company’s activities are NOT connected to any jurisdiction listed on the FATF High-Risk Jurisdictions (Black List), major international Sanctions Lists (e.g., OFAC, EU, UN), or the FATF Jurisdictions Under Increased Monitoring (Grey List). We reserve the right to immediately suspend or terminate services if any such link is discovered.

3.3. Duty to Update

The Client must notify the Service Provider in writing and immediately of any changes to the UBOs, directors, registered address, business activity, or contact information. Failure to do so is a material breach of this Agreement.

3.4. Continuous Monitoring Acceptance

The Client understands and agrees that their ongoing compliance status and the status of their UBOs are subject to continuous, real-time monitoring against global lists. The Client is solely responsible for ensuring that they, their UBOs, and the Client Entity do not appear on any FATF or sanctions list at any time during the duration of this Agreement. Any listing is grounds for immediate termination under Section 9.1.

4. Fees, Payment, and Renewals

4.1. Fees and Disbursements

All fees are detailed on the Invoice provided to the Client. Fees are exclusive of government disbursements, filing fees, taxes (including VAT/GST), translation, and courier costs, which will be billed separately.

4.2. Refund, Service Credit, and Cancellation Policy

A. Company Formation Services (Service Credit): All fees paid for company formation services are non-refundable in cash. However, a full service credit may be issued if the following three mandatory conditions are met: (i) The Client cancels the application in writing within three (3) calendar days of payment; (ii) The Service Provider confirms via email that the Client’s formation order has NOT yet been submitted to the relevant Governmental Authority or third-party agent; and (iii) The granting of the service credit remains at the sole and absolute discretion of DayOne Formations. This credit is non-transferable, cannot be redeemed for cash, and must be applied toward future services provided by DayOne Formations. Any non-recoverable third-party costs (e.g., courier fees) incurred within the three-day period will be deducted from the service credit value.

B. Banking Support and Other Services: All fees paid for Banking Support Services, Virtual Office, Telephone/Fax, and any other ancillary services are strictly NON-REFUNDABLE once payment has been processed, as the Service Provider commences work, expends labor, and incurs third-party costs immediately. No refunds will be issued for cancellation, rejection of the application by the bank or third party, or due to incomplete or inaccurate information provided by the Client.

C. General Non-Refundable Policy: For all services, no service credit or refund will be offered, for any reason, if the Client decides to cancel the application after three (3) calendar days.

4.3. Annual Renewal and Non-Payment

The Service Provider will issue an invoice for mandatory Annual Renewal Fees (including registered agent/office fees) at least 60 days before the statutory due date. Failure to pay the Annual Renewal Fee by the due date grants the Service Provider the immediate right to commence the formal process of resigning as the Registered Agent/Secretary. The Client shall be solely liable for all statutory penalties, fines, or striking-off actions resulting from such resignation.

5. Confidentiality and Data Protection

5.1. Confidentiality

The Service Provider agrees to maintain the confidentiality of all non-public information received from the Client, subject to the exceptions in this Clause.

5.2. Disclosure for Legal Compliance

The duty of confidentiality is expressly overridden by our legal obligation to comply with AML/CTF laws and reporting requirements. The Service Provider reserves the right to disclose client information without notice if legally compelled by a Governmental Authority or if a suspicious activity report is mandated by law.

5.3. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection legislation. The Client warrants that it has the legal basis to share the personal data of its UBOs and other personnel with the Service Provider.

6. Intellectual Property

6.1. The Client retains all Intellectual Property (IP) rights in any names, logos, or materials provided to the Service Provider.

6.2. The Service Provider retains all IP rights in its methodologies, documentation templates, internal software, and legal templates utilized to provide the Services.

7. Limitation of Liability and Indemnification

7.1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF DAYONE FORMATIONS, ITS DIRECTORS, EMPLOYEES, AND AGENTS, FOR ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL BE STRICTLY LIMITED TO THE NET FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, REPUTATIONAL HARM, OR DAMAGES ARISING FROM GOVERNMENTAL DELAYS OR THIRD-PARTY FAILURES.

7.2. Client Indemnification

The Client agrees to indemnify, defend, and hold harmless DayOne Formations from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising from: The Client’s breach of any term; Any fraudulent, negligent, criminal, or illegal act carried out by the Client, its UBOs, or employees; Any fines or penalties imposed by any regulatory or governmental authority due to the Client’s failure to comply with local laws, tax laws, or mandatory regulatory filings.

8. Force Majeure

8.1. The Service Provider shall not be liable for any delay or failure in performance of the Services caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, pandemic, governmental order, fire, flood, terrorism, civil unrest, or the failure of a public utility or telecommunications network.

9. Termination

9.1. Termination by Service Provider

We may terminate this Agreement and immediately cease providing Services upon written notice if: The Client is in material breach of any term; The Service Provider reasonably suspects the Client Entity is engaged in illegal activity; The Client is placed on a global sanctions list or FATF High-Risk List.

9.2. Termination by Client

The Client may terminate the service relationship at any time by providing 30 days written notice, provided all outstanding fees are settled and all necessary actions (e.g., appointing a new Registered Agent) are completed.

9.3. Effect of Termination

Upon termination, the Client must immediately settle all outstanding fees. Termination does not relieve the Client of their statutory obligations. The Service Provider will charge reasonable fees for the process of resignation as Registered Agent/Secretary.

10. General Provisions

10.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, discussions, or understandings.

10.2. Severability

If any part of these Terms is deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining parts shall remain in full force and effect.

10.3. Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Service Provider.

11. Governing Law and Dispute Resolution

11.1. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

11.2. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this contract shall be initially addressed through good faith negotiation between senior management. If unresolved after thirty (30) days, the dispute shall be finally settled by binding arbitration administered in London, UK in accordance with the rules of the London Court of International Arbitration (LCIA).

12. Exclusion of Warranties

12.1. No Guarantee of Outcome

The Service Provider offers the Services on an “as is” and “as available” basis, and explicitly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.2. Compliance Disclaimer

We make no warranty or representation that the Client Entity, once incorporated, will automatically be eligible for any specific bank account, payment processor, license, or tax status.

12.3. Reliance on Information

The Client acknowledges that they are solely responsible for verifying the suitability and legality of the Client Entity’s intended business activities in all relevant jurisdictions and are not relying on any representation or warranty made by the Service Provider.

13. Electronic Communications

13.1. Client Consent

The Client consents to receive all communications from the Service Provider electronically, including notices, agreements, and disclosures, via email to the primary contact address provided by the Client.

13.2. Effective Notice

Any notice sent by the Service Provider to the Client’s last known email address shall be deemed to have been effectively received upon transmission. The Client is responsible for ensuring the email address on file is current and functional.

14. Language

14.1. Official Language

The official language of this Agreement, all communication, and documentation shall be English. The Client warrants they have sufficient proficiency in English or have sought independent translation/legal assistance to fully comprehend these Terms.

14.2. Translation

In the event of any conflict or inconsistency between the English version and any translated version, the English version shall govern and prevail.

15. Independent Contractors

15.1. Relationship. The Service Provider and the Client are acting as independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency relationship, or employer-employee relationship between the parties.

15.2. Authority. Neither party has the authority to enter into any contracts, incur any liabilities, or make any representations or warranties on behalf of the other party.

16. Waiver

16.1. A waiver by the Service Provider of any breach or default under this Agreement shall not be deemed a waiver of any subsequent breach or default. Any waiver must be made in writing and signed by an authorized representative of the Service Provider.

17. Survivability

17.1. The following Clauses shall survive the termination or expiration of this Agreement: Limitation of Liability (7), Client Indemnification (7.2), Confidentiality (5), Governing Law and Dispute Resolution (11), and any provisions related to payment of outstanding fees.

18. Third-Party Rights

18.1. Except as expressly provided, a person who is not a party to this Agreement shall not have any rights under local contract law (e.g., the Contracts (Rights of Third Parties) Act 1999 in the UK) to enforce any term of this Agreement.

19. Amendments

19.1. Amendments

The Service Provider reserves the right to amend or update these Terms and Conditions at any time. If an amendment is mandated by a Governmental Authority or regulatory body (e.g., FATF), the amendment may take immediate effect upon posting, with or without prior notice.

19.2. Notification

Any material amendment will be communicated to the Client via email, and the updated Terms will be posted on the Service Provider’s website with a revised Effective Date. Continued use of the Services after the effective date of the amendments shall constitute the Client’s acceptance of the new Terms.

20. Notices

20.1. All formal legal notices and communications required under this Agreement shall be sent by tracked courier or registered mail to the Service Provider’s registered office address as below, and to the Client’s last known physical address on file.

DayOne Formations Limited
71-75 Shelton St, London WC2H 9JQ, United Kingdom
+44 20 3951 3968 (Office)
+44 75 6681 9993 (WhatsApp)
[email protected]

21. Entire Agreement

21.1. This document, together with the specific Order Confirmation and Invoice, constitutes the Entire Agreement between the Client and the Service Provider and supersedes all prior agreements, oral or written, relating to the subject matter of the Services.