Terms of Service

This Agreement (the “Agreement”) governs the supply and use of Our Services. By accepting the terms and conditions You expressly agree to be bound by this Agreement. If You do not agree to be bound by any provision of this Agreement, You may not use any of the Services. This Agreement is effective as between You and Us from the date You register to use the Services.

1.1  “Abridged Accounts” means the abridged accounts available under the small companies regime of the Companies Act 2006 where the members have agreed to the filing of abridged accounts.

1.2  “Accounts” means (as appropriate) Dormant Company Accounts, Micro-Entity Accounts, Small Company Accounts, Medium Company Accounts, full company and group accounts, Abridged Accounts (in each case whether audited or audit-exempt), including any revisions to those accounts.

1.3  “AML Checks” means anti-money laundering checks undertaken on our behalf by Onfido Limited, or such other fraud prevention agency as we may nominate from time to time, for the purposes of meeting our obligations under the AML Regulations.

1.4 “AML Regulations” means The Money Laundering, Terrorist Financing  and Transfer of Funds (Information on the Payer) Regulations 2017 as amended from time to time and any other relevant regulations relating to anti-money laundering.

1.5 “Authentication Code” means the 6 character alphanumeric code supplied by Companies House for an individual Company. The Authentication Code is the electronic equivalent of a company officer’s signature. It enables the retrieval and submission of data for an individual company and is linked directly to the company number.

1.6 “Chargeable Return” means any document submitted to Companies House for which the Registrar of Companies can charge a filing fee (including but not limited to Annual Returns, Charges, confirmation statements, incorporations and changes of name).

1.7  “Charges” means security interests (including charges and mortgages) registrable at Companies House pursuant to the Companies Act 2006 (Amendment of Part 25) Regulations 2013.

1.8 “Company” means any private companies limited by shares; public limited companies that are not traded on a market; public limited companies that are traded on a market; private companies limited by guarantee; unlimited companies with share capital; LLPs and community interest companies. Company is more particularly defined on Our Website.

1.9 “Content” means all documents, files, electronic media, calendar dates, tasks, Deliverables, visual or written information or material including, without limitation: text, image, logo, word, document, spread sheet, form entry, web page and any other file or data or any similar material, including but not limited to each of the foregoing that is uploaded to, transferred through, processed or entered into the Services.

1.10 “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including UK GDPR; the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.

1.11 “Deliverables” means any documents, products and materials provided by Us to You in relation to the Services including, without limitation, registers, seals, stamps and name plates.

1.12  “Document Library” means the service whereby copies of all documents created by the system are stored and tagged against the relevant Company. Users paying a subscription will be able to add their own documents.

1.13 “Dormant Company Accounts” means the annual accounts of companies that have never traded and are thus eligible to file the AA02 Dormant Company Accounts (DCA) Form.

1.14  “Fees” means any fee, time charge or other charge for use of the Services due from You to Us which may be set out in the pricing section of Our Website or as otherwise negotiated between You and Us.

1.15 “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

1.16  “IXBRL Accounts” means any annual company accounts electronically submitted to Companies House using Our Upload and File IXBRL Accounts Service.

1.17  “Medium Company Accounts” means Accounts filed for companies qualifying as medium-sized pursuant to section 463 Companies Act 2006.

1.18  “Micro-Entity Accounts” means the annual accounts of small companies qualifying for exemption from certain financial reporting requirements pursuant to the Small Companies (Micro-Entities’ Accounts) Regulations 2013.

1.19  “Parties” means You and Us collectively.

1.20  “Presenter Codes” means the online filing presenter account login codes provided by Companies House upon request.

1.21 “Registered Office Services” means any services for providing registered office and/or officers’ service addresses and/or trading office addresses which may be provided through our third party provider as Registered Office (UK) Limited (or other third party) if it forms part of your subscription.

1.22 “System Capabilities” the minimum operational and connectivity standards required of Your system to enable You to use the Services.

1.23  “Services” means such online company registers, formation and software filing services for the electronic transmission of data to Companies House together with other web services and online Company documentation services and software related thereto (including any Deliverables provided via the Services) provided to You by Us in accordance with this Agreement and with the characteristics and features as described at www.informdirect.co.uk from time to time.

1.24  “Small Company Accounts” means Accounts filed for companies qualifying as small pursuant to section 383 Companies Act 2006.

1.25  ““Transaction Fee” means any fees We charge for specific services or features, as set out in the pricing section of Our Website, including the submission of Accounts, an Annual Return, Confirmation Statement, Charge, the formation of a new Company, and any fee charged for the AML Checks.  For the avoidance of doubt the Transaction Fee is payable in addition to any Companies House filing fee.

1.26  “Upload and File IXBRL Accounts Service” means the service whereby subscription Users that are using their own Presenter Codes may upload an iXBRL accounts file to Us and authorise Us to electronically submit the Uploaded accounts file to Companies House.

1.27  “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1.28  “User” means a person who has a user account with Inform Direct. This includes, but is not limited to, any person that We create a user account for on Your behalf and any person invited by You to use Your account.

1.29  “VAT Due Date” means the filing deadlines of VAT return obligations as required by HMRC.

1.30  “Website” means the website at www.informdirect.co.uk and any other associated Inform Direct domains.

1.31  “We/Us/Our/Inform Direct” means Anglia Registrars Limited, trading as Inform Direct, the company described in Section 29 “Who You are Contracting With”.

1.32  “You” or “Your” means the User.

1.33  In this Agreement, unless the context requires otherwise:

1.33.1  Any reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.33.2 References to any legislation, statute or statutory provisions includes a reference to those provisions as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.33.3 Any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and

1.33.4 References to the singular include the plural and in each case vice versa.

1.34 The headings and subheadings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.

2.1 Each order placed through Our Website is deemed to be an offer by You to use the Services and where applicable pay Fees subject to the terms of this Agreement and is subject to acceptance of the order by Us. We may decline to accept any order without providing a reason.

2.2 You may be presented with a number of options when using the Services some of which may require You to pay Fees. It is Your responsibility to ensure that You read and understand these options before You proceed with any purchase. If You are unsure please contact Us before You proceed with Your purchase (please note that while We endeavour to respond to enquiries promptly, We cannot guarantee to do so).

2.3  Where You add a Company to the list of Companies for whom We provide You the Services, then unless otherwise agreed by Us, the new Company will be subject to such charges for the Services as are set out in the pricing section of Our website.

2.4  If You have a subscription and form a new Company using the Services the subscription Fee set out in the pricing section of Our Website shall include an amount in respect of each newly formed Company for a minimum period of 12 months after the date of incorporation, even if You subsequently remove the Company from Your portfolio before the expiry of one year after formation.

2.5 Where the order involves a digital download, and You are acting as a consumer for the purposes of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, You hereby consent to the immediate download of the relevant document (or documents under a subscription) and acknowledge that You will lose Your right to withdrawal once the download of the digital content has begun or, in the case of subscription, once You have entered into the subscription contract.

3.1 Subject to the terms and conditions of this Agreement, We grant You a non-transferable, non-exclusive, non-sub licensable limited term right and licence to access and use the Services.

3.2  The Services are offered as online software as a service.

3.3  The scope and restrictions of the Services are set out in the pricing section and on Our Website.  Please note that in certain circumstances, as set out in the pricing section, We may charge a time charge for complex or unusually labour intensive services.

3.4  The Services will not be available for a Company unless (1) a valid Authentication Code for that Company is supplied and maintained, and (2) the Company meets the requirements of the System Capabilities, and (3) where relevant, You and the participants of any Companies You represent have successfully undergone AML Checks.

3.5  At any time We may require You to give us evidence of and/or access to customer due diligence and AML Checks which You have carried out for Companies for whom we carry out the Services. If You fail to produce such information to Our reasonable satisfaction, We may suspend provision of the Services and withdraw access to them.

3.6  If circumstances arise which lead to a different Fee applying (for example an increase in the number of Companies in a portfolio leading to an increased Subscription Fee) then We will automatically determine the new Fee when the next Fee is payable.

4.1  The price to use Services is as set out on Our Website or as otherwise negotiated between You and Us and, unless otherwise stated, all prices exclude VAT at the prevailing rate.

4.2  You must pay any applicable Companies House fee at the time of filing a Chargeable Return.

4.3  Fees, unless otherwise negotiated between You and Us, are payable by credit or debit card. If You provide Us with debit or credit card details, You authorise Us to charge such debit or credit card as soon as practicable by Us and to pay all future Fees until You cancel this authority in writing to Us. If You are paying Fees and You cancel the authority without replacing it with a new card via the Services You may no longer be able to use the Services.

4.4  We shall not be liable to any person for refusing or failing to process an order for Services.

4.5  Our Fees can be increased by Us on giving You not less than 3 months’ notice.

4.6  If You have subscribed to incorporate a new Company and Companies House rejects the application for any reason, or the filing of a Chargeable Return is rejected by Companies House, or you fail AML Checks for any reason, then We shall have no obligation to return to You any Companies House fees or any Transaction Fees incurred pursuant to that rejection.

5.1  Access to Our Website is permitted on a temporary basis, and We reserve the right to withdraw or amend the Services We provide, or any of them, without notice and without liability to You.

5.2  The Services provided involve an element of interaction with Companies House. Submission and retrieval of data is dependent on the Companies House system and external servers being fully operational and from time to time this may not be the case. We have no control over this and accept no liability if the Services are unavailable for any period. The time taken by Companies House to process transactions may vary considerably. We have no control over this and accept no liability for any delays in processing, including (without limitation) where the delay affects Our ability to meet a request for same-day incorporation or processing.

5.3  Where You have applied for a same-day incorporation, We are required to conduct an AML Check in order to meet Our obligations under the AML Regulations, We shall not be liable for any delay in processing the application from delays arising from AML Checks, whether carried out by ourselves or a third party checker.

5.4  If at any time We believe that additional AML Checks are required from You or in respect of any Companies for whom We provide Services pursuant to Our agreement with You, We shall have the right to suspend all Services to You or the relevant Company and terminate Our agreement with You at any time.

5.5  We give no warranty that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or external servers are free of viruses or anything else which may be harmful.

5.6  Where Our site contains links to other sites and resources provided by third parties, these links are provided for Your information only and activating these links may cause You to leave the Website. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them.

5.7  Our Website Terms of Use, Privacy Policy and Acceptable Use Policy also apply to this Agreement.

6.1  You agree that You shall:

6.1.1  if requested provide proof of identity and comply with AML Checks. Where applicable the provision of Services will be subject to receipt of this information and the completion of successful AML Checks.  Please see the pricing section on Our Website for information about charges for AML Checks.

6.1.2  undertake to provide accurate contact information, billing information and credit or debit card information, where applicable, and undertake to update such information when changes to such information occur.

6.1.3  be responsible for the activities conducted by Your Users within the Services. You shall use the Services in compliance with UK laws. All Content You upload to, transfer through, process or enter into the Services or (where relevant) in respect of any AML Checks, shall be Your responsibility and must comply with the content standards set out in Our Acceptable Use Policy. You warrant that any such contribution shall comply with those standards.

6.1.4  be responsible for monitoring the Content transferred to or handled within the Services.

6.1.5  defend and indemnify Us for any claim, suit or proceeding brought against Us, by Users and/or third parties that are connected to Content processed by You within the services.

6.2  Nothing in this Agreement or the Services overrides Your obligations or the duties imposed on Your Companies to deliver documents to Companies House or HMRC in a timely manner, and although we may send reminders to You about filing requirements, we have no liability in respect of determining when filings should take place and what content should be filed.

7.1  While We take all reasonable care to ensure that the information contained on the Website is accurate and up to date, We make no representations, warranties or undertakings about any of the information or Content provided on the Website (including, but not limited to its quality, accuracy, fitness for purpose, completeness or reliability).

7.2  All material on the Website is provided for information purposes only and does not constitute legal or other professional advice. You should seek independent professional advice from a qualified person before acting in reliance on any of the information, or purchasing a subscription to the Services

7.3  The Services benefit from the retrieval of data from Companies House and HMRC. We have no control over this and accept no liability if the Information retrieved from Companies House or HMRC is deficient (including, but not limited to its quality, accuracy, fitness for purpose, completeness or reliability).

8.1  We will update and seek to improve the Website on a regular basis and We reserve the right to change or remove (temporarily or permanently) the Website or any part of it without notice and without any liability to You for any such change or removal; and

8.2  We may change the terms of this Agreement at any time without notice to You and Your continued use of the Website and Services are subject to any such changes.

9.1  Without prejudice to any other rights or remedies which We may have in law or under the terms of this Agreement, We may terminate this agreement without liability to You immediately on giving notice to You if:

9.1.1  You fail to pay any amount due under this Agreement on the due date for payment; or

9.1.2  You commit a breach of any of the terms of this Agreement and (if such a breach is remediable) You fail to remedy that breach within 30 days of being notified of the breach; or

9.1.3  You suspend, or threaten to suspend, payment of Your debts or are unable to pay Your debts as they fall due; or

9.1.4  Where We are required to carry out AML Checks, You fail such AML Checks; or

9.1.5  You have not used any of the Services for 12 consecutive months.

9.2  In addition to the above, We may terminate this Agreement and Your use of the Services and Website on 30 days’ notice at any time and in Our absolute discretion whereupon We shall refund to You any Fees You have paid in advance for Services You have not received from Us.

9.3  All Transaction Fees and Companies House filing fees are payable at the time that the relevant transaction is processed.

9.4  You can terminate Your use of the Services at any time by sending an email to: [email protected].

9.5  No refunds are available in respect of Fees where the Services are terminated by You part way through the period or transaction to which that Fee relates.

9.6  Upon termination of this Agreement, You shall cease all use of the Website and Services, and return any Deliverables which have not been fully paid for and We shall cease to have any obligation or responsibility with respect to the Content.

9.7  Any termination of this Agreement shall not affect any accrued rights or liabilities of either party.

9.8  If in Our sole discretion We consider that You are abusing or misusing the Services or any other facilities made available to You through Our website then We reserve the right to suspend the Services and Your access to Our Website.

9.9  For the avoidance of doubt where We supply the Services to You for more than one Company, any breach or non-payment in respect of one Company shall entitle Us to seek the remedies described in this Agreement in respect of any or all of them.

10.1  Our express liability under this Agreement shall be Our only liability and Your only remedy for breach of contract for the supply of Services and all other liability whether in contract, tort (including negligence), statute or otherwise, is hereby excluded to the maximum extent permitted by law.

10.2  In any event Our total liability in respect of breach of contract for the supply of Services or any representation given in connection with such a contract, whether in contract, tort (including negligence) statute or otherwise shall be limited to the higher of (1) £1,000 and (2) the aggregate annual fees paid for the Services, excluding Companies House filing fees.

10.3  We shall not be liable to You whether in contract, tort (including negligence) statute or otherwise howsoever, for any consequential, indirect or special losses, any loss of use, profit, business, revenue, or contract, or any liability You have to a third party.

10.4  We shall not be liable to You for any losses arising from Your use of the Services in a way which is contrary to good internet practice or in contravention of any specific information We may give (either on the Website or otherwise) for appropriate use of the Services or any errors or omissions in the Company formation and management information you submit through Our Website.

10.5  We shall not be liable for any losses arising from any corruption of a document in the Document Library or for any failure to upload a document to the Document Library.

10.6  Nothing in this Agreement shall be construed so as to exclude or limit Our liability for death or personal injury as a result of Our negligence or that of Our employees or agents, nor Our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

11.1  Our Website may contain links, banners, and buttons that redirect You to third party resources and websites (“Linked Websites”) which may be of interest to You. By including such links We do not necessarily endorse the sites, and We do not have any association with their operators. Such links should not be considered an encouragement to purchase or to use third party products or services. The links are included only for information purposes and comments.

11.2  We are not responsible for the contents of Linked Websites (including any link contained in a Linked Website), or any changes or updates to a Linked Website. We do not accept responsibility or liability for the privacy of Your personal information on any Linked Website. We are not responsible for any form of transmission received from any Linked Website. You should carefully review the terms and conditions and privacy policy of any third party sites that You visit. Your use of Linked Websites, and their products or services is at Your own risk.

11.3  If You request a bank account through Our referral service, You confirm that You agree to Your details being submitted on Your behalf to the bank, and also to being contacted directly by the bank for the purposes of fulfilling the bank account request. The provisions set out in clauses 11.1 and 11.2 apply to the products, services and websites generated by the banks. We may receive a commission for referrals of bank account services, which will not impact on the price You pay for those services.

12.1 Registered Office Services are provided by Our third party provider Registered Office (UK) Limited (or such other provider as shall replace it from time to time) and subject to their terms and conditions, which are entered into by You directly with Registered Office (UK) Limited. We are not liable for any loss, damage or injury resulting from Your contract with Registered Office (UK) Limited for the provision of Registered Office Services. We receive a commission for the referrals to Registered Office Services, which does not impact on the amount You pay for their services.

13.1  The following persons are not permitted to be Company directors and You shall not attempt to enter any such persons’ details when using Our Company Incorporation services or registering the appointment of a new director of a company in respect of which We provide Services:-

13.1.1  persons under the age of 16;

13.1.2  undischarged bankrupts; and

13.1.3  persons on the Disqualified Directors Register.

13.2  We are not responsible or liable for any rejection of incorporation or problems arising due to the appointment of persons not meeting the requirements for company formations, or any inaccuracies in the data which You input when using these Services.

14.1  If You use the Services for the purpose of registering, or recording the release or satisfaction of Charges at Companies House You shall be solely responsible for:

(i)  ensuring that the registration occurs within 21 days of the day after the creation of the Charge;

(ii)  accurately recording the details of the Charge, including the identity of the chargor and chargee, the nature of the Charge and short particulars of the property charged and any restrictions;

(iii)  ensuring that a release of all or part of a Charge correctly identifies the security interests and assets being released and that all of the conditions for release under the facility to which the Charge relates have been met;

(iv)  ensuring that a statement of satisfaction of all or part of a Charge is properly made.

14.2  We shall have no liability for any failure or defect arising from the matters stated in clause 14.1 above. For the avoidance of doubt  and without prejudice to the generality of the foregoing, if You instruct Us to register a Charge in time to meet the deadline referred to in clause 14.1 (i), but the Companies House system fails to accept the Charge until after the deadline has passed, We will have no liability for this occurrence and it is Your responsibility to ensure registration is carried out in a timely manner.

15.1  If You use the Services for the purposes of filing Accounts (including the Upload and File IXBRL Accounts Service), then You shall be solely responsible for:

(i)  determining whether the relevant company qualifies as an entity entitled to file Dormant Company Accounts or Micro-Entity Accounts, Small Accounts, Medium Accounts, Full Accounts, Abridged Accounts, as appropriate;

(ii)  determining whether the relevant company qualifies as an entity entitled to apply audit exemption to its Accounts;

(iii)  the passing of any board or shareholder resolutions required to approve the Accounts;

(iv)  meeting the accounting standards and regulatory requirements for the Accounts;

(v)  the accuracy and completeness of all the information disclosed in the Accounts;

(vi)  filing the Accounts within the statutory time limits; and

(vii)  filing the Accounts with HMRC as appropriate.

15.2  If You use the Upload and File IXBRL Accounts Service, then You shall be solely responsible and liable for:

(i)  the accuracy and completeness of the information contained in the IXBRL Accounts file uploaded to Us; and

(ii) liaising with Companies House to resolve any issues they may raise in connection with their rejection of Accounts filed using the Upload and File IXBRL Accounts Service.

15.3  We shall have no liability for any failure or non-compliance arising from the Accounts filing services described in clauses 15.1 and 15.2 above. For the avoidance of doubt and without prejudice to the generality of the foregoing, if You instruct us to file Accounts in time to meet the deadline referred to in clause 15.1(vi) above, but the Companies House system fails to accept the Accounts before the deadline has passed, We will have no liability for this occurrence and it is Your responsibility to ensure filing is carried out in a timely manner.

16.1  If the Services include the retrieval and updating of VAT Due Dates for Companies through linking Us to Company HMRC services accounts:

(i)  this Service cannot be used to file VAT Returns;

(ii) You shall be solely responsible and liable for ensuring that any VAT Due Dates which We retrieve from HMRC are correct and accurate; and

(iii) You (or the relevant client Company) shall be solely responsible and liable for ensuring that VAT returns are filed within the statutory time limits, and we shall bear no liability or responsibility for this.

17.1  If Our Services include the filings of CS01, any information which is automatically incorporated into CS01 will be taken from the information available from Companies House and will not be otherwise verified by Us. It is Your responsibility to ensure that such information is up to date and accurate, and We shall have no liability if the information taken from Companies House is incorrect or should be updated.

17.2  Where You have submitted Your own information and/or filings based on any templates for minutes, forms, resolutions and other documentation which We may have made available to You, You shall use such templates at Your own risk and We shall incur no liability for any content which You have added to such templates and any errors or omissions which You have inputted into them.

18.1  We are the owner or the licensee of all Intellectual Property Rights in Our Website, and of the material We publish on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

18.2  All Content uploaded to, transferred through, processed or entered into the Services by You shall remain Your property or that of its respective legal owner. We shall have no liability for such Content. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Content.

18.3  You may not sell or re-sell any of the Services save to the extent expressly permitted.

19.1  From time to time, We may restrict access to some parts of Our Website or Services to Users who have registered with Us.

19.2  If You choose, or You are provided with, a user identification code, password or any other piece of information as part of Our security procedures, You must treat such information as confidential, and You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our opinion You have failed to comply with any of the provisions of this Agreement.

19.3  You are responsible for making all arrangements necessary for You to have access to Our Website. You are also responsible for ensuring that all persons who access Our Website on Your behalf or through Your internet connection are aware of these terms, and that they comply with them. You agree to indemnify and hold Us harmless for any loss or damage We may incur resulting from breach of this clause.

19.4  From time to time, and at Our sole discretion, We may conduct filings on Your behalf using Our Presenter Code. However, at any point We may require You to obtain Your own Presenter Code and We shall be entitled to cease carrying out Services until You do so.

20.1  We provide You with support for enquiries regarding the Services by e-mail and telephone. Such support is provided on weekdays (excluding UK public holidays) during Our normal office hours.

20.2  Contact details for support are provided on Our Website.

20.3  We will provide You with support relating to the use of the Services. However, the extent of Our support will be limited to assisting You in navigating and understanding the Services, and We will not provide You with professional advice relating to Your company, Your registers, the extent of Your obligations for Companies House filings, the Content, or the contents of documents which must be filed at Companies House.

21.1  We take Our obligations of confidentiality and the protection of Your Personal Data very seriously. We will only hold and record Personal Data, whether on paper, computer or other media where We have appropriate safeguards to ensure that We comply with the Data Protection Legislation.

21.2  You and We each agree that we will comply with all applicable requirements of the Data Protection Legislation. This clause 21 is in addition to, and does not relieve, remove or replace, either of Our obligations under the Data Protection Legislation.

21.3  In respect of the personal data concerning officers, members and other individuals connected with the Company, You and We each acknowledge that for the purposes of the Data Protection Legislation, You are the data controller and We are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 at the end of this Agreement sets out the scope, nature and purpose of processing by Us, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, “Personal Data”) and categories of Data Subject.

21.4  Without prejudice to the generality of clause 21.1, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Us for the duration and purposes of this Agreement.

21.5  Without prejudice to the generality of clause 21.1, We shall, in relation to any Personal Data processed in connection with the performance by Us of Our obligations under this Agreement:

(a) process that Personal Data only on the written instructions of You unless We are required by the laws of any member of the European Union or by the laws of the European Union applicable to the Provider to process Personal Data (Applicable Laws). Where We are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, We shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Us from so notifying You;

(b) ensure that We have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of Our systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by Us);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of You has been obtained and the following conditions are fulfilled:

(i) You or We have provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) We comply with reasonable instructions notified to Us in advance by You with respect to the processing of the Personal Data;

(e) assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with Your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify You without undue delay on becoming aware of a Personal Data breach;

(g) at the written direction of You, delete or return Personal Data and copies thereof to You on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate Our compliance with this clause 21 and allow for audits by You or Your designated auditor.

21.6  You consent to Us appointing Registered Office (UK) Limited or another provider of registered office services which we notify to You when you are using our registered office services as a third-party processor of Personal Data under this Agreement. We confirm that We have entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 21 As between You and Us, We shall remain fully liable for all acts or omissions of any third-party processor appointed by Us pursuant to this clause 21.

21.7  We may also pass personal information to third parties for the purpose of carrying out AML Checks, and in order to perform the Services and any other services you request from us.

21.8  You or We may, at any time on not less than 30 days’ notice, revise this clause 21 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

21.9  You are responsible for the accuracy of all Personal Data supplied to Us.

21.10  You may amend any information provided to us as part of Your registration for the Services on the Website at any time.

21.11  Please also see our separate Privacy Policy for personal data in respect of which we are the Data Controller (as defined in the Data Protection Legislation).

20.1  Our Website uses cookies to distinguish You from other Users of Our Website. Cookies are small data files that are stored locally on Your computer which help Us to provide You with a good experience when You browse Our Website and allow Us to improve Our Website. Our detailed Cookies Policy contains full information about the number and type of cookies We use.

20.2  You are deemed to consent to the use of cookies by using the Website. You can turn off the use of cookies in Your Web browser and continue to use Our Public Website. However, to use the Services cookies must be enabled. Please consult the help files for Your browser and Our Cookies Policy for more information.

21.1  No term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

22.1 No failure or delay by Us to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.

25.1  If any provision of this Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions shall not be affected.

26.1 All notices shall, except where otherwise specifically provided, be in writing in the English language.

26.2 Any notice to be given under this Agreement by Us to You shall be by email via the email address You provide to Us, during the registration period or such other working email address for You as You may notify to Us from time to time.

26.3 Any notice to Us shall be addressed to Our business address detailed in clause 29.

26.4 Notices shall be deemed to be received if sent by first class post, on the second business day following the day of posting, and if sent by email on the day of transmission if it is a business day and sent before 4.00 pm otherwise on the next business day.

26.5 Notices sent by pre-paid airmail, or by air courier shall be deemed to have been delivered 7 days after the date of posting in the case of airmail or two days after delivery to the courier, in the case of air courier.

27.1  This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts, and waive any objections to proceedings on the grounds of venue or inconvenience of forum

28.1  Without prejudice to the other provisions of this Agreement, We shall not be liable for late or non-performance of the Services owing to any circumstance or event beyond Our reasonable control (including any delay, act or omission of a third party contractor used by Us) and provision of the Services shall be suspended for so long as such circumstance or event lasts.

28.2  Without limitation, such circumstances and events shall include:

(a) flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparations for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or action taken by any government or public authority, and

(f) collapse of buildings, fire, explosion or accident.

28.3  If the circumstance or event continues for more than 30 days, either party shall have the right to cancel the Agreement and where Services have been paid for in advance but have not been rendered, We may at Our discretion provide a refund from the date of cancellation for all such Services.

29.1  You are contracting with: Anglia Registrars Limited Company No 07887285 (trading as Inform Direct), with offices at Clydesdale House, 1-5 Queen Street, Ipswich, Suffolk IP1 1SW.

Schedule 1

Processing, Personal Data and Data Subjects

1. Processing by Us

1.1 Scope and nature of processing

The scope and nature of the processing is for the performance by Us of the Services, i.e. undertaking Company Secretarial responsibilities including filing information about Your notified company at Companies House and maintaining Company Registers.

It is also used to:

– process Your payment of the Fees for such Services; and

– inform You about similar products or services that We or organisations in the same or associated management or control as We provide, but You may stop receiving these at any time by contacting Us.

1.2 Subject matter of processing

Information about persons required to complete Company Secretarial tasks, and information about offices of the Company supplied by you in connection with our Services.

1.3 Duration of the processing

The information is held for 2 weeks after the Data Controller removes the company from the system. One month following this 2 week retention it will no longer be in any backups.

2. Types of Personal Data

• Officer details
• Shareholder details
• Member details
• PSC details
• Charge Entitled Person details
• System user details

3. Categories of Data Subjects

Personal Data about persons that relate to UK Companies (including Shareholders, Officers, PSCs, Members).

(AR T&C Mar 24)