Terms and Conditions

1. Grant of Licence

a. EntityEngine grants you a non-exclusive, personal, non-transferable, revocable licence to access and use the Service solely for lawful business purposes related to company formation, corporate-secretarial, and related products we provide as an intermediary platform connecting users with licensed corporate-service providers.

b. The Service is not for use by minors (under 18) or by any person accessing it from a jurisdiction where such use is unlawful. You are responsible for ensuring your use complies with all applicable laws.

c. All intellectual-property rights in and to the Service (including software, workflows, data models, templates, designs, trade marks, and text) are owned by EntityEngine or its licensors. You may not copy, modify, distribute, reverse-engineer, or create derivative works from the Service except as expressly permitted.

d. You agree to notify us immediately if you become aware of any unauthorised use of the Service or potential security vulnerability.

2. No Warranties

a. The Service is provided "as is" and "as available." We make no warranties, express or implied, regarding quality, fitness for purpose, completeness, or accuracy.

b. We do not guarantee that the Service will be uninterrupted, error-free, or free from vulnerabilities, or that any defects will be corrected.

c. You use the Service entirely at your own risk.

3. Authority / Terms of Service

a. We retain all authority over the provision, maintenance, and suspension of the Service. Our decisions on any dispute or use of the Service are final.

b. Access may occasionally be suspended or limited for maintenance, upgrades, or regulatory reasons. We will use reasonable efforts to notify users in advance and minimise disruption.

c. To the fullest extent permitted by law, we are not liable for business losses (including lost profits, contracts, data, or goodwill) or indirect or consequential losses.

d. You are responsible for keeping your login credentials and access tokens secure. We will not be liable for losses arising from your failure to maintain such security.

e. Any forms, documents, or filings generated through the Service are based on information you supply. We are not liable for inaccuracies or omissions in user-generated content.

f. We are not responsible for outages, delays, or data loss caused by third-party services, registries, banks, or payment processors.

4. Nature of Services

a. EntityEngine operates as a digital platform facilitating introductions and workflows between users and independent third-party corporate-service providers ("CSPs") and agents.

b. We do not ourselves provide regulated trust or company-service-provider activities, including the incorporation, management, registered office, or administration of companies, foundations, or trusts.

c. All such regulated services are performed by duly licensed or authorised third-party CSPs in their respective jurisdictions.

d. EntityEngine acts solely as a technology platform and intermediary and does not act as your agent, trustee, nominee, company secretary, or director, nor do we hold client monies or provide fiduciary, legal, tax, or accounting advice.

e. You acknowledge that:

• Each CSP is an independent service provider responsible for its own compliance, quality, and regulatory obligations;
• Your legal relationship for formation or administration services is with that CSP, not with EntityEngine; and
• We accept no liability for the acts, omissions, or negligence of any third-party CSP or government registry.

f. Where services are provided by a CSP:

• Such services may be subject to separate terms imposed by that CSP and applicable local law.
• Your rights and remedies in respect of services performed by a CSP shall be no greater than the rights available to EntityEngine under its agreement with that CSP.
• CSPs may refuse, suspend, or terminate services in accordance with their regulatory obligations or service agreements.
• EntityEngine shall not be liable for any loss arising from the lawful exercise of rights by a CSP under its own governing agreement.

5. Your Representations and Warranties

You represent and warrant that:

a. You are at least 18 years old and have full capacity to enter into this Agreement.

b. All information you provide to us is true, complete, and not misleading.

c. You are not subject to sanctions or listed on any AML/CTF, OFAC, or politically exposed persons (PEP) database.

d. You will promptly inform us of any change in status that may affect our ability to provide the Service.

e. You are solely responsible for determining and paying any applicable taxes or regulatory fees resulting from your use of the Service or from the establishment or operation of any entity formed through it.

f. You will not use the Service for any unlawful, fraudulent, or abusive purpose.

g. You must immediately notify us if you identify a bug, exploit, or potential vulnerability in the Service. Attempting to use or profit from such vulnerabilities is strictly prohibited and may result in prosecution.

6. Prohibited Uses

You must not:

a. Create multiple or false accounts, impersonate any person, or misrepresent your affiliation.

b. Attempt to access data, systems, or networks without authorisation.

c. Circumvent usage restrictions, pricing, or location-based access controls.

d. Use the Service from or on behalf of persons in prohibited jurisdictions, including but not limited to North Korea, Iran, Syria, Cuba, Russia (Crimea, Donetsk, Luhansk regions), or any jurisdiction subject to UK, EU, or UN sanctions.

e. Mask or falsify your IP address or location to appear from an authorised jurisdiction.

f. Use the Service for money-laundering, terrorism-financing, sanctions evasion, or concealment of beneficial ownership.

7. Applicable Regulations – KYC / AML Policy

a. Provision of our platform and related services requires client due diligence under applicable AML, CFT, and sanctions laws. Service timelines commence only once your KYC documentation has been reviewed and approved.

b. You must supply accurate and complete KYC documentation on request. All costs of obtaining such documentation are your responsibility.

c. We may share submitted KYC information with third-party verification providers, banks, CSPs, or regulators to comply with legal obligations.

d. We reserve the right to suspend or terminate any Service and, where required by law, freeze or report funds if we identify suspicious activity.

e. You indemnify EntityEngine for any loss, claim, or penalty arising from your breach of this clause.

f. We expressly prohibit and reject the use of the Service for any illicit purpose and reserve the right to cooperate fully with competent authorities.

g. You acknowledge that entities formed in certain jurisdictions may be subject to ongoing statutory obligations, including (without limitation):

• maintenance of statutory registers;
• filing of annual returns;
• beneficial ownership reporting;
• economic substance filings;
• payment of government annual fees; and
• timely notification of changes to directors, shareholders, or constitutional documents.

You are solely responsible for providing accurate and timely instructions and funding required to meet such obligations. Neither EntityEngine nor any CSP assumes responsibility for monitoring your ongoing compliance unless expressly agreed in writing.

8. Fees and Payment

a. Fees are stated on our website or in a written quotation. All fees are payable in advance unless otherwise agreed.

b. We accept payment by bank transfer, credit/debit card, or other approved methods via independent payment processors. We do not collect or store payment-card data.

c. Completion of payment does not constitute acceptance of your order. We may decline an order and refund prepaid fees (less any costs incurred).

d. Except as provided under our Refund Policy (Clause 18), all fees are non-refundable once work has commenced.

e. All fees are exclusive of VAT or other taxes, which you must pay where applicable.

f. Payment processors are independent third parties, and their own terms of service apply. EntityEngine disclaims all liability for any error, delay, or loss arising from their processing of your payment.

g. Where your payment relates to services rendered by a third-party CSP, the applicable contractual terms, refund rights, and liabilities are governed by that CSP's terms and conditions.

h. Where your order involves services provided by a CSP (including registered office services), you acknowledge that:

• (i) Annual registered office fees, government filing fees, regulatory charges, and disbursements are typically payable in advance;
• (ii) Such fees are non-refundable once invoiced or paid to the CSP or relevant authority; and
• (iii) You remain liable for penalties, surcharges, strike-off consequences, or late filing fees arising from delayed funding or incomplete instructions.

i. We may vary or increase our fees and pricing structure at any time at our discretion. Updated pricing shall apply to new orders immediately upon publication and to renewals or ongoing services upon reasonable notice. Continued use of the Service after such notice constitutes acceptance of the revised pricing.

9. Cryptocurrency Payments

a. If you pay fees in cryptocurrency, you acknowledge that cryptocurrency values fluctuate substantially.

b. Refunds in cryptocurrency (where permitted) will be made only in the same cryptocurrency and amount originally received, not in its fiat equivalent.

c. You bear all transaction costs and network fees.

10. Breach and Indemnity

a. If you breach this Agreement, we may suspend or terminate your access immediately.

b. You agree to indemnify and hold harmless EntityEngine, its directors, employees, and agents from any losses, claims, damages, or expenses (including legal costs) arising from: (i) your breach of this Agreement; (ii) your violation of law or third-party rights; or (iii) your misuse of the Service.

c. You further agree to indemnify and hold harmless any CSP engaged in connection with your entity to the same extent as EntityEngine is indemnified under Clause 10(b), except to the extent losses arise from that CSP's fraud, wilful misconduct, or gross negligence.

11. Limitations of Liability

a. To the fullest extent permitted by law, we shall not be liable for any indirect, consequential, or special losses, including loss of profit, business, or data.

b. Our total aggregate liability to you for any claim shall not exceed the total fees paid by you for the Service giving rise to the claim in the preceding three months.

c. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, or for fraud.

d. EntityEngine shall not be liable for penalties, strike-off, regulatory sanctions, or governmental enforcement action arising from your failure to comply with statutory or funding obligations.

12. Disputes

Please contact legal@entityengine.io if you wish to raise a complaint. We will attempt to resolve disputes amicably. If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England & Wales.

13. Amendment

We may update or modify these Terms at any time. Updates take effect upon posting on our website. Continued use of the Service constitutes your acceptance of the amended Terms.

14. Governing Law

This Agreement and any dispute or claim arising out of it shall be governed by and construed in accordance with the laws of England and Wales.

15. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. Assignment

EntityEngine may assign or transfer its rights or obligations under this Agreement at any time. You may not assign your rights without our prior written consent.

17. Miscellaneous

a. No waiver of any breach shall constitute a waiver of subsequent breaches.

b. Nothing in this Agreement creates a partnership, joint venture, employment, or fiduciary relationship.

c. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or representations.

d. No person other than a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999.

e. Headings are for convenience only and shall not affect interpretation.

18. Refund Policy

a. You may request a refund before KYC or incorporation work commences.

b. If work has begun, refunds may be granted less direct costs and time spent.

c. Refund requests must be submitted in writing within 90 days of payment.

d. Refunds will be processed to the original payment source only, within 30 days of approval, in compliance with AML regulations.

e. We cannot process refunds originating from centralised-exchange wallets or third-party payment sources.

f. All refunds are final once processed.

g. We may issue a service credit instead of a cash refund where required to comply with AML or KYC obligations.

h. Refund timelines may vary depending on verification requirements.

19. Disclaimer

The Service and any content on our website are provided for general informational and administrative convenience only. EntityEngine does not itself provide company-formation, registered-agent, fiduciary, or other regulated corporate-services activities. These are performed exclusively by independent third-party providers introduced through the platform.

Nothing on this website constitutes legal, tax, accounting, or regulatory advice, and no fiduciary or agency relationship arises between you and EntityEngine.

We disclaim all responsibility for the accuracy, completeness, or timeliness of information supplied by third-party CSPs, payment processors, or government registries. You should obtain independent professional advice before relying on any information or completing any transaction.

20. Contact

Entity Engine UK Ltd
Company No. 17010306
Registered Address: 85 Lothrop Street, London, W10 4JD, United Kingdom
Email: legal@entityengine.io