Terms And Conditions of Company Formation Service

The legal agreements set out below are between you and Unovicom UK Limited. Please read the following Terms and Conditions as they affect your use of the Website, any information contained therein and/or shared on our social media pages, and any products and services available from or through www.unovi.co.uk (the “Website”). These Terms and Conditions govern any use of the Website as a guest or registered customer.

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.

Information about us

www.unovi.com, www.form.unovi.com, www.unovi.co.uk, www.unovi.me, www.unovi.ru    are websites operated by Unovicom UK Limited. Unovicom UK Limited is registered in Scotland under company number SC598901, and its registered office is situated at 272 Bath Street, Glasgow, Greater Glasgow, Lanarkshire, Scotland, G2 4JR.

1 Definitions & Interpretations

1.1 “Accounts” means Dormant Company Accounts or Micro-Entity Accounts.
1.2 “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.
1.3 “AML Regulations” means The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and any other relevant regulations relating to anti-money laundering.
1.4 “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.
1.5 “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).
1.6 “Charges” means security interests (including charges and mortgages) registrable at Companies House pursuant to the Companies Act 2006 (Amendment of Part 25) Regulations 2013.
1.7 “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.
1.8 “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, spreadsheet, 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.
1.9 “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including GDPR; the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.
1.10 “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.
1.11 “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.
1.12 “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.
1.13 “Fees” means any fee 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.
1.14 “GDPR” means the General Data Protection Regulation ((EU) 2016/679).
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 “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.
1.17 “Parties” means You and Us collectively.
1.18 “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 (or other third party) if it forms part of your subscription.
1.19 “System Capabilities” the minimum operational and connectivity standards required of Your system to enable You to use the Services.
1.20 “Services” means such online company registers, formation and software filing services for the electronic transmission of data to Registrar 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.unovi.com from time to time.
1.21 “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.
1.22 “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.
1.23 “Website” means the website at www.unovi.com and any other associated Inform Direct domains.
1.24 “We/Us/Our/UNOVI” means Unovicom UK Limited, trading as UNOVI, the company described in Section 27 “Who You are Contracting With”.
1.25 “You” or “Your” means the User.
1.26 “Consumer” shall have the meaning ascribed in section below of the Unfair Contract Terms Act 1977.
1.27 “General Terms and Conditions” means Terms and Conditions.
1.28 “Specific Terms and Conditions” means this Specific Terms and Conditions tailored to cover any product or service that you may purchase from UNOVI through the Website, and which take priority over these General Terms and Conditions to the extent of any conflict between them.
1.29 “Web site” “Website” or “Site” means the web site you were browsing when you clicked on a link to these General and Special Terms and Conditions, including all subsidiary pages.
1.30 In this Agreement, unless the context requires otherwise:
1.30.1 Any reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.30.2 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;
1.30.3 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
1.30.4 References to the singular include the plural and in each case vice versa.
1.31 The headings and subheadings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.

2 Ordering

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 The Services

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 license 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.
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 have successfully undergone AML Checks.
3.5 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 Price and Payment

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 Registrar 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 Registrar rejects the application for any reason, or the filing of a Chargeable Return is rejected by Registrar, or you fail AML Checks for any reason, then We shall have no obligation to return to You any Registrars fees or any Transaction Fees or any our Fees incurred pursuant to that rejection.

5 Website

Accessing Our Website

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 Government Company Registrars. Submission and retrieval of data is dependent on the Registrar 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 Registrar 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 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.
5.5 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.
5.6 Our Website Terms of Use, Privacy Policy and Acceptable Use Policy also apply to this Agreement.

Use of the Website

5.7 By accessing www.unovi.com and all subsidiary web pages within the site, you agree to these Terms and Conditions in full, together with any additional or specific terms and conditions we may draw to your attention prior to your purchasing any products or services from or via this Website.
5.8 All material on the Website and our social media pages is provided for information purposes only and does not constitute legal, accounting or professional advice of any other kind; therefore, it cannot and should not be relied upon as such. If you require any professional advice or services, we recommend you consult a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from this Website.
5.9 You accept that any comments posted by you on our Website and/or social media pages can be viewed by the public, and that we have no control over, or liability for, the way in which this information is used by any third party who views your comments.

Links to third-party websites and services

5.10 The Website and our blog articles may contain links, buttons and banners that redirect you to third-party resources and websites that may be of interest. The inclusion of any link does not mean we endorse the site or have any association with its operators, nor should the inclusion of any link be viewed as an encouragement to purchase or use any third-party products or services – we provide these links to you for information purposes and convenience only.
5.11 Linked Websites are not under our control and we are not responsible for the contents of any Linked Website including, without limitation, 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, and we are not responsible for webcasting or any other form of transmission received from any Linked Website.
5.12 This Terms and Conditions do not cover your interaction with Linked Websites; therefore, you should carefully review the Terms and Conditions and privacy policies of any third party sites you visit. Your use of any linked Website is at your own risk.
5.13 Certain services made available via the Website are delivered by third parties. By using any product, service or functionality originating from the Website domain, you acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality for the Website’s users and customers.

Updates and changes to the Website

5.14 We aim to update the Website regularly but we cannot guarantee that information will be accurate, complete and current at all times. We may update this information when necessary, and all information on the Website is subject to such modification from time to time without notice; however, we make no representations, warranties or undertakings of whatever nature about the information, content or materials provided on the Website. This includes, without limitation, the quality, accuracy, completeness and reliability of the information.
5.15 We will use reasonable efforts to keep the Website available to you but it is subject to on-going updates and improvements, and we reserve the right to change or remove (temporarily or permanently) the Website, or any part of it, including all products, services or prices, without prior notice. By accepting these Terms and Conditions, you confirm that we shall not be liable to you for any such changes or removals that may take place.
5.16 Changes to General Terms and Conditions and this Specific Terms and Conditions may be made at any time. Your use of the Website and the purchase of products or services are also subject to any such changes. You accept personal responsibility to check if any changes have been made to the General Terms and Conditions or relevant Specific Terms and Conditions every time you visit the Website or purchase products or services from us.

Exclusion of liability to you from the use of the Website

5.17 The Website is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made, and without warranty of any kind – whether expressed or implied – including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
5.18 Any and all liability to you that may arise from your access to, and use of, the Website – whether due to negligence, breach of duty or otherwise – is excluded to the maximum extent permitted by law.
5.19 No warranty is given that the functionality of the Website will be uninterrupted or error free, that defects will be corrected, or that the Website – or server that makes it available – are free of viruses or anything else which may be harmful or destructive.
5.20 We are not responsible for the content of other Websites that link to or from this Website. Links to other sites are provided simply for your information and do not imply that we approve of those sites or their content.
5.21 Nothing in this Terms and Conditions shall be construed so as to exclude or limit the liability of ourselves for death or personal injury as a result of our negligence or that of its employees or agents. For the avoidance of doubt, this clause shall apply also to the Specific Terms and conditions below.

Terminating the use of the Website

5.22 We reserve the right to withdraw or suspend your right to access or use the Website at any time without prior notice and without disclosing our reason for doing so.

6 Your Obligations

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 Information

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

8 Updates and Changes

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 Term and Termination

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: admin@informdirect.co.uk.

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 Exclusion of liability

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 of otherwise) for appropriate use of the Services or any errors or omissions in the Company formation and management information you submit through Our Website. This includes, but is not limited to, opening up two tabs on the same internet browser which may cause errors when submitting information.

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 Limits to Third Party Liabilities and Services

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 and 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.

12 Registered Office Services

12.1  Registered Office Services are provided by our third party provider (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 such provider. We are not liable for any loss, damage or injury resulting from your contract with such provider for the provision of Registered Office Services.

13 Incorporation Services/Director Appointments

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 Registration and Release of Charges

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 if you propose to register a Charge before 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 Filing of Accounts

15.1  If you use the Services for the purposes of filing Accounts, 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, as appropriate;

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

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

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

(v)  filing the Accounts within the statutory time limits.

16 Intellectual Property

16.1  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.

16.2  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.

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

Copyright and Trademarks

16.4 All text, templates, images, information and layouts – other than those supplied by third parties – are the property of Unovicom UK Limited.

16.5 You are permitted to view, copy and print extracts from this website for your own personal use; however, all rights, intellectual or otherwise, will remain with Unovicom UK Limited and do not pass to you. Should you wish to use the content of the site for any other purpose, please contact us.

16.6 The copyright of all other materials not belonging to UNOVI that may feature on this Website – including their design, layout, text, graphics, photographs, and the source code and software – belongs to their respective owners.

16.7 Registered and unregistered trademarks, logo designs, registered company names and other such forms of IP are also the property of their respective owners.

16.8 You are not permitted to sell or re-sell anything available from the Website, other than to the extent expressly permitted in accordance with any product or service purchased by you from the Website, where such permission is either expressly granted or in a circumstance in which it is a necessary attribute of the product or service concerned.

17 Username and password

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

17.2  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.

17.3  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.

Creating an account with us

17.4 The Website provides a facility that allows you to create and register an account with us in order to gain greater access privileges and purchase products or services. If you choose to register with us, you are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur on or through it – under no circumstances should you disclose your account information to anyone else. You agree to immediately notify UNOVI of any security breach of your account.

17.5 UNVOI shall not be responsible for any losses arising out of the unauthorised use of your account, and you agree to indemnify us for any loss or damage we may incur resulting from breach of this clause.

18 Customer Support

18.1  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.

18.2  Contact details for support are provided on Our Website.

18.3  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.

19 Data Protection

19.1  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.

19.2  You and We each agree that we will comply with all applicable requirements of the Data Protection Legislation. This clause 18 is in addition to, and does not relieve, remove or replace, either of our obligations under the Data Protection Legislation.

19.3  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.

19.4  Without prejudice to the generality of clause 18.1, 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.

19.5 Without prejudice to the generality of clause 18.1, 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 18 and allow for audits by You or Your designated auditor.

19.6 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 18 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 18.

19.7  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.

19.8 You or We may, at any time on not less than 30 days’ notice, revise this clause 19.6 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).

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

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

19.11 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 Regulation).

19.12 We respect your confidentiality and take the protection of your personal data very seriously. Therefore we shall not sell or make your data available to any third party without your prior consent.

19.13 You may alter or update any personal information provided to us as part of registration on the Website at any time.

19.14 For the purposes of applicable data protection legislation, Unovicom UK Limited will process any personal data you have provided to it in accordance with our Privacy Notice available on the UNOVI website or on request from Unovicom UK Limited. If you have any queries about the manner in which personal data will be processed by Unovicom UK Limited or your rights in relation to such processing please contact us.

19.15 You agree that, if you have provided Unovicom UK Limited with personal data relating to a third party (1) you have in place all necessary appropriate consents and notices to enable lawful transfer of such personal data to Unovicom UK Limited and (2) that you have brought to the attention of any such third party the Privacy Notice available on Unovis’ website or otherwise provided a copy of it to the third party. You agree to indemnify Unovicom UK Limited in relation to all and any liabilities, penalties, fines, awards or costs arising from your non-compliance with these requirements.

19.16 Please review our Privacy Policy in full, which explains how we treat your personal information and protect your privacy.

20 Cookies

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 Third Party Rights

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 Waiver

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.

23 Severability

23.1  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.

24 Notices

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

24.2 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 Us from time to time.

24.3 Any notice to Us shall be addressed to Our business address detailed in clause 27.

24.4 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.

24.5 Notices sent by prepaid 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.

24.6 Any such notice shall be addressed to the usual business address of the other party and may be:

• Personally delivered
• Sent by first class prepaid post, if the address is situated in the United Kingdom
• Sent by prepaid airmail, or by air courier, if from or to any place outside the United Kingdom
• Sent by facsimile
• Sent by electronic mail

In all cases, notices shall be deemed to be given when received.

25 Governing law and Jurisdiction

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

25.2 The Scotland courts shall have exclusive jurisdiction over any dispute or difference whatsoever arising out of or in connection with your use of the web site or the purchase of any products or services from it.

26 Events Outside Our Control

26.1  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.

26.2  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.

26.3  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.

27 Whom You are Contracting With

27.1  You are contracting with: Unovicom UK Limited Company No SC598901 (trading as UNOVI), with registered address at 272 Bath Street,  Glasgow, Greater Glasgow, Lanarkshire, Scotland, G2 4JR

28 Miscellaneous

28.1 If any provision of this Company Formation Terms and Conditions 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.

28.2 In the event of there being any conflict between General Terms and Conditions and this Specific Terms and Conditions that apply specifically to the purchase of certain goods or services through this Website, the Specific terms and Conditions shall prevail.

28.3 No person who is not a direct party to any agreement covered by these Terms and Conditions shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

28.4 As a consumer, you have the right to cancel a contract for the provision of goods or services at any time before 14 calendar days have passed from the day after the contract was made. Any such cancellations must be provided to us in writing by post. If we have already started fulfilling our side of the contract, or in the case of a company formation order, we have submitted the company application to the Registrar, before you exercise your right to cancel, the right to cancel is lost.

UNOVI Company Formation Services

29 Limitation of liability

29.1 By purchasing a company formation from UNOVI, you are granting us the right to file with the Registrar, as an authorised person for and on behalf of the Company, the statutory forms required to implement the company formation service you are agreeing to take under this agreement. Please note that we will ask you to provide proof of identity — provision of the company formation service will be subject to receipt of this information.

30 Special Limitation of Liability

30.1 We do not accept any liability of whatever nature for errors or omission in the company formation information you submit through our Website, or for any such company formation application which is subsequently rejected by the Registrar.

30.2 If your company formation application is rejected by the Registrar, you will not be entitled to a refund for any services purchased from Us.

30.3 We do not accept any liability should your company be struck off and/or removed from the Register for any reason that is not within our control, or following the cancellation or expiry of the services you are agreeing to take under this agreement should your company fail to meet its statutory requirements following our actions to file the requisite forms to notify the termination of such services.

30.4 It is your responsibility to ensure that any company name you choose is available for registration and can be lawfully used by you. We accept no liability for your choice of name or any problems which may arise due to your choice of company name.

31 Requirements for the use of our incorporation services

Company Formation in the UK

31.1 No persons under the age of 16 are permitted to register limited companies or limited liability partnerships in the UK. The minimum age requirement for directors, company secretaries and LLP members is 16 years. Individuals not meeting this legal minimum may only hold shares in private companies limited by shares.

31.2 Any person who is an undischarged bankrupt is prohibited from registering a limited company in the UK and being appointed as a director or company secretary. Undischarged bankrupts may only hold shares in private companies limited by shares.

31.3 Any persons currently named on the Disqualified Directors Register may not register a limited company or limited liability partnership – any disqualified director whose ban has not yet been served in full is not permitted to act as a company director, company secretary or LLP member, unless permission is granted from the appropriate Court. Such individuals may only hold shares in private companies limited by shares.

31.4 We are not responsible or liable for any rejection of incorporation or problems arising due to the appointment of any persons not meeting the legal requirements for company formation. It is your responsibility to ensure all persons named on the company formation application are eligible to hold their respective positions.

32 Ordering our products and services

32.1 You are presented with a range of choices during the ordering process. It is your responsibility to ensure you read and fully understand these choices before proceeding with any purchase. Should you have any queries regarding our products and/or services, or any aspect of your order, we strongly recommend that you contact us during our usual business hours prior to proceeding with any purchase. Whilst we endeavour to provide a prompt response to your enquiry, we cannot guarantee to do so in every instance. It therefore remains your responsibility to elicit further information from us regarding the product you intend to order before the order is placed.

32.2 All orders that you place through this Website are deemed to be an offer by you to purchase the products and/or services that we supply, subject to these Terms and Conditions and our acceptance of the order. We may choose to reject any order without disclosing our reason for doing so.

32.3 We only provide services on the basis that you have given us full and proper instructions and the authority to lawfully carry out those instructions. You undertake to ensure the accuracy and completeness of the information you provide for us, and you accept all liability for the rejection of any services or documents due to inaccuracies or incompleteness.

32.4 We do not accept any liability of whatever nature for errors or omissions in documents that are uploaded, or not uploaded, to our website by you, or for any such documents which are subsequently rejected by Companies House.

32.5 Where orders are made for our Pre-Submission Review, this review will not extend to reviewing or inspecting documents uploaded to our website – it is your responsibility to ensure completeness, compliance and accuracy of all such documents prior to their submission.

32.6 By accepting these terms and conditions, you are granting us authorisation to file with the Registrar as an authorised person for, and on behalf of, the company, the statutory forms required to implement the services you are agreeing to take under this agreement for the full term of the agreement. If said services are cancelled, terminated, or shall expire as a result of failing to make the required payment, you are granting us authorisation to file the statutory forms required to terminate these services.

32.7 The statutory forms that we reserve the right to file include, but are not limited to, the following: 32.7.1 For the UK: AP01, AP02, AP03, AP04, TM01, TM02, SH01, AD01, AD02, CH01 and CH02.

32.8 We are regulated by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (“MLR 2017”) and by accepting these Terms and Conditions you are granting us authority to carry out a digital ID verification check by CreditSafe or similar organisation for the purposes of checking your identity and address. This online check may be recorded on your credit record, and a record of the search will be retained.

32.9 Should we not be able to successfully verify your identity and address using our digital ID verification process, we will require you to provide proof of your identity and address in the form of certified copies of the original documents to satisfy our Anti-Money Laundering procedures. Failure to comply with any request for such documents may result in the cancellation of services. For further information please read our ID Requirements. If such cancellation occurs, the money you have paid is not subject to refund at all.

32.10 As a Company Service Provider we have a responsibility to carry out due diligence checks from time to time on our customers (companies, officers and shareholders) to which we provide ongoing services. Should any of our checks result in the discovery of illegal or unethical activities, we reserve the right to terminate services without notice and without refund.

32.11 We also have an obligation to meet the requirements of ‘Know Your Customer’ (KYC) and you will be asked to complete a short questionnaire on the business activity or activities of your company and the reason for your business relationship with UNOVI.

32.12 Our services are not available for purchase where the end user is a Scottish Limited Partnership (Scottish LP). All such purchases will be refunded and the services will not be set up.

33 Incorporation process

33.1 UNOVI is a specialist online company formation agent. We use secure electronic filing facilities that are made available from the National Registrars of those countries we are working with. By choosing to register a company through us, or authorising us to file information on your behalf, you accept that all information will be submitted to the Registrar via this electronic filing facility.

33.2 Provided you have complied with the formalities necessary to register a company through us, Registrar will generally complete the incorporation of your company within approximately:

33.2.1 For the Companies House – National Registrar for the United Kingdom – 3 to 6 working hours (Monday – Friday, 9am-5pm), however, in some cases it could take up to 72 hours – dependent on Companies House workload. We have no control over this process; therefore, it may take longer than the usual processing time of 3 to 6 working hours.

33.3 We offer no guarantee your company application will be approved on the same business day as you make your order. If it is important that your company is incorporated on the same day as you make your order, we recommend you purchase the Guaranteed Same-Day Service, which is available as an additional service on our checkout page, up to 3pm Monday – Friday.

33.4 If we cannot submit a company application to Companies House because you have omitted information, provided incorrect information, or we require further information to allow us to do so, we will make every attempt to contact you multiple times to obtain the information required to submit your company application to Companies House. Should we not manage to rectify this matter within 7 calendar days of your order being placed, we reserve the right to remove your company application information from our system after this time.

34 What you will receive upon incorporation

Company registration service

34.1 Upon notification from Companies House of successful incorporation, your new limited company or limited liability partnership will be ready to trade immediately.

34.2 You will receive a Certificate of Incorporation and other company formation documentation and services as described within the incorporation bundle you purchased on our Website.

Optional additional products and services

34.3 In addition to the formation of the company and the company documents described above, you may optionally order additional products and/or services through UNOVI, depending upon the incorporation bundle you choose. These include, but are not limited to, the following:

• Registered office service
• Service address
• Business address with mail forwarding
• Confirmation Statement preparation and filing service
• Business bank account
• VAT and PAYE registration
• Business telephony services
• Apostilled document service
• Full company secretary service
• Other product and services

34.4 These products and services may be added to your company formation order prior to incorporation, or they may be purchased after incorporation for an existing company.

34.5 For Confirmation Statement Services, we will send you an email asking for information about your company details to allow us to file your confirmation statement. Where you do not provide the information requested, a confirmation statement will not be filed. We are not responsible for a confirmation statement not being filed for this reason.

35 Services we do not provide with any product

35.1 Our services do not include any of the following in respect of any of the bundles and products we offer for sale on our Website:

• Accountancy advisory services
• Tax advice
• Auditing of your books
• Filing of annual accounts – excluding dormant company accounts (DCA)
• Legal advice
• Advice regarding the suitability or adequacy of any company you may purchase from us for your intended purposes.
• Any other services not expressly mentioned.

35.2 We strongly recommend that you seek independent advice before registering a company through us. If you have not yet taken such advice, we would advise you do not proceed with any purchase until you have done so.

36 Conditions of our company address services

36.1 When you purchase a Registered Office and/or Service Address from us or from our subcontractors, you are agreeing to use our Digital Mailroom Service, whereby all official government mail from the government agencies listed below will be received at our address, securely opened and scanned by our automated mail handling equipment and sent to you by email (with the exception of cheques from official government bodies, which will be sent to your forwarding address by post). A further electronic copy of your government mail will be available for you to view, download or print, in your UNOVI online customer account area. All original copies of your mail will be securely stored for a period of 7 days, during which time you will be able to request they are forwarded to you by Royal Mail post. After the expiry of 7 days, unclaimed mail will be securely destroyed. Official government mail from the following government agencies are covered by these services:

36.1.1 For the UK:

• Companies House
• HMRC
• Government Gateway
• Department for Work & Pensions (DWP)
• The Pensions Regulator (TPR)
• Office for National Statistics
• Information Commissioner’s Office (ICO)
• Court documents, and
• Police

36.2 When you purchase a Registered Office service from us or our subcontractors, this service provides you with a mail forwarding service for official government mail from the agencies listed in clause above. This service also allows you to fulfil your company’s statutory obligations as per section 86 of the Companies Act 2006. This service does not provide you with a trading address, and must not be used as the Principal Place of Business address for VAT registration purposes.

36.3 When you purchase a Service Address service from us or our subcontractors, this service provides you with a mail forwarding service for official government mail from the agencies listed in clause above. This service also allows you to fulfil the officer of the company’s statutory obligations as per section 1141 of the Companies Act 2006. This service does not provide you with a trading address, and must not be used as the Principal Place of Business address for VAT registration purposes.

36.4 When you purchase a Business Address service from us or our subcontractors, this service provides you with a mail forwarding service from all senders other than those official government agencies which are only covered by our Registered Office and Service Address services. This service does not provide you with a trading address, and must not be used as the Principal Place of Business address for VAT registration purposes.

36.5 If you purchase a Registered Office or Service Address from us or our subcontractors without registering an account with us, we are not responsible for updating this information at Registrar on your behalf – you are responsible for ensuring this information is registered with Registrar and updated on public record.

36.6 We will only update your registered office and/or service address details at Registrar if you add one or both of these address services to one of our company formation bundles, or you create an account with us and import your company onto our website prior to purchasing one or both of these address services.

36.7 When you purchase an address service from UNOVI, you are authorising us to receive, sort and forward mail on your behalf. We shall not be responsible for any losses incurred due to any act, omission, neglect, or delay by us, or our employees or agents, in the process of receiving, sorting and forwarding mail on your behalf.

36.8 We are not responsible for any mail that fails to be delivered to our offices, nor are we liable for mail after it has been handed to Royal Mail or our nominated courier for delivery to your preferred forwarding address.

36.9 We will not accept any general business mail (non-statutory mail) for you or your company through our Service Address or Registered Office service – general business mail will only be accepted at our offices and forwarded to you if you purchase our Business Address Service.

36.10 If payment for renewal of a Service Address service has not been made on or before the anniversary of the date of the previous payment, or you have failed to provide the required ID, you will be deemed irrevocably to have authorised us to change, with immediate effect, your Service Address to your residential address or any other address you have previously provided us for this purpose. This new address information will be registered with Companies House and displayed on public record.

36.11 If payment for renewal of a Registered Office Address service has not been made on or before the anniversary of the date of the previous payment, or you have failed to provide the required ID, you will be deemed irrevocably to have authorised us to change, with immediate effect, the Registered Office Address of the company to your residential address or any other address you have previously provided us for this purpose. If you are a non-UK resident and do not have a UK address to use for this purpose, we will apply to the Registrar to have our address removed. This new address information will be registered with the Registrar and displayed on public record.

36.12 UNOVI reserves the right to cancel an address service with immediate effect should we believe you have caused a palpable risk to our reputation and/or business. Our address will be removed from the Registrar’s records and it will be changed to your residential address or any other address you have previously provided us for this purpose. If you are a non-UK resident and do not have a UK address to use for this purpose, we will apply to the Registrar to have our address removed. This new address information will be registered with the Registrar and displayed on public record.

36.13 Multiple companies cannot use a single address service. If you require an address service for multiple companies, you require purchasing a separate service for each company.

36.14 When purchasing our Business Address Service, you will be provided with the option of Scan and Email delivery (i.e. our ‘Digital Business Address Service’), or mail forwarding by post, by an email sent to you by us after purchase. Should you not reply to this email, your delivery method will be set to mail forwarding by post as default.

36.15 With regards to our Business Address Services, each company can have a maximum of one other trading name, which cannot be another limited company, or a trading name associated with another limited company. Post will not be forwarded for trading names unless prior agreement has been sought and received by the customer, and mail for trading names we have not entered into agreement for, will be returned to sender on the same day it is received.

36.16 We will handle parcels as defined by Royal Mail, as being an item weighing over 750grams or in excess of 353 x 250mm in size; however, we will not accept or handle any items weighing more than 5kg or larger than 500 x 500mm in dimension. This limit is imposed because we are a mail-forwarding service and do not have the storage facilities to store large parcels.

36.17 Should we receive mail returned to ourselves which has previously been forwarded by ourselves to the forwarding address we have on file for the customer, we will contact the customer to clarify the forwarding address we have on file. Any returned mail which is subsequently re-sent by post to the customer will be charged at Royal Mail postal rates + 25%, unless we are satisfied an error has been made by ourselves.

36.18 With regards our Digital Business Address service, any mail containing a cheque, bank card or other item deemed to be of value, as well as any item of mail larger than A4 size, will be forwarded to you by post. Mail forwarding is charged at Royal Mail postal rates plus 125% handling fee.

36.19 Regarding our Digital Business Address service, all original copies of your mail will be securely stored for a period of 7 days, during which time you will be able to request they are forwarded to you by Royal Mail post, at a charge of Royal Mail postal rates plus 25%. After the expiry of 7 days, unclaimed mail will be securely destroyed.

36.20 If we forward mail to you by courier, we will require taking payment in advance. A receipted invoice will be raised and forwarded to you immediately after payment is taken. The acceptance of these Terms and Conditions means you are granting us authority to take payment using your payment card details stored on our system. In the event the cost to forward an item by courier is substantial, we may contact you to seek your approval before processing the item. Please note: Our 25% handling fee also applies to courier deliveries.

36.21 With regards forwarding parcels, packets, letters by Royal Mail Special Delivery, International Signed For, International Tracked, and International Tracked & Signed, we may require taking payment in advance. A receipted invoice will be raised and forwarded to you immediately after payment is taken. The acceptance of these Terms and Conditions means you are granting us authority to take payment using your payment card details stored on our system.

36.22 In the event we are unable to deliver an item of mail or where advance payment is required and we are unable to take advance payment, we will contact you by email, telephone or post and request your assistance. If we do not receive a response within 30 days we reserve the right to return the item to the sender or dispose of it, as appropriate.

36.23 Where a customer possesses a negative account balance, we reserve the right to hold mail for any of our address services from being sent to the customer, until such time as the amount of the account balance owed is paid. The customer will be notified by email if an item of mail is held because they possess a negative account balance. Mail held for this reason will be held for 30 days. If the customer has not paid the negative account balance within 30 days, the item of mail will either be returned to the sender, or it will be destroyed if we would incur a charge to return the item of mail to the sender.

36.24 If a customer purchases a Registered Office or Service Address Service from us, it is the customer’s responsibility to ensure the correct address for the company is showing on Registrar for their registered office or service address. When an address service is not purchased as part of an incorporation package, we accept no liability for updating your company’s addresses at Companies House.

36.25 Regarding our Business Address Service, where a parcel is received for a customer and the forwarding address is outside of the UK, the customer permits the company to open the parcel to estimate the value of the contents, before resealing the parcel, in order to complete the necessary CN22 customs form to send a parcel outside of the UK. In instances where we cannot accurately estimate the value of the contents of the parcel, we will contact the customer requesting the value of the contents, and will only forward the parcel upon receiving a response from the customer. Should we receive no contact from the customer within 30 days, the parcel will be returned to the sender.

36.26 To ensure limited companies using our address services comply with The Consumer Protection from Unfair Trading Regulations 2008, customers should ensure they do not provide our registered office address for business purposes to third parties if they do not have an active Business Address Service with us. Any mail received for companies which have an active Registered Office and/or Service Address Service but do not have an active Business Address Service, which is not covered by their active address services, will be scanned and emailed to the customer’s primary email address at the cost of £20.00 plus VAT per item. If the item cannot be scanned, it will be forwarded to the forwarding address on file for your Registered Office and/or Service Address Service at the cost of £20.00 plus VAT per item, plus Royal Mail postal charge and a 25% mail handling fee.

37 Full Company Secretary Service

37.1 The services provided annually shall consist of the following:

37.1.1 For the companies registered in the UK:

• Appointment of U Secretaries Limited as secretary of your company.
• Maintenance of your company’s statutory registers (Register of Members, Register of Directors, Register of Directors Usual Residential Address, Register of Secretaries, Register of People with Significant Control, and Register of Charges).
• Completion of the company secretarial documentation and Companies House filings for up to three transactions per calendar year. The transactions this includes are:
  • Change of Registered Office address
  • Change of Accounting Reference Date
  • Change of Company Name
  • Director Appointment or Resignation
  • Secretary Appointment or Resignation
  • Transfer of Shares (1 – 2 Shareholders)
  • Issue of Shares (1 – 2 Shareholders)

37.2 We will continue providing the services for a period of 12 months and it will be renewed automatically (unless you choose not to renew the service) at a price of £349.99 +VAT. A notice of renewal email will be sent to you prior to the renewal date. Where services are not renewed (or otherwise terminated) we will issue a letter of disengagement, a final copy of your statutory registers and we will resign U Secretaries Limited from your company.

37.3 This service does not negate the statutory obligations of the directors of your company under the Companies Act 2006. It remains the responsibility of the directors of your company to ensure that all statutory registers are a true and accurate representation of your company’s position.

37.4 It is your responsibility to ensure that we are informed of all transactions or changes that occur to your company, and that all required information pertaining to said transactions or changes, that occur to your company that necessitate the statutory registers to be amended.

37.5 If we do not receive the required information, or are not told of changes that have occurred to your company, we will not be responsible for any delay caused as a result. If additional work is required to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, we may charge you a reasonable additional sum for that work.

37.6 If we require any information or action from you in order to provide our services, we will inform you of this as soon as is reasonably possible.

37.7 We reserve the right to resign U Secretaries Limited as an officer of your company, and to withdraw or suspend our services without disclosing our reason for doing so.

37.8 With regards to the annual confirmation statement, where no response is received from the customer within the prescribed filing period, we will make an automatic submission to Companies House citing that no changes had taken place. If, after the filing, we are made aware that changes did require to be reported, then the cost of completing a replacement confirmation statement filing shall be borne by the customer.

38 Business Telephone services

38.1 The Business Telephone Number provided by us for the Business Telephone Number or Call Answering + Business Telephone Services is not owned by us. Requests to use or port the telephone number provided after one of our services has expired should be made direct to the telecoms provider which owns the telephone number.

39 Changes to goods and services

39.1 The price of any goods or service that you may purchase from us is set out under the option you select on our Website. Unless otherwise stated, all prices exclude VAT at the prevailing rate on the date of purchase.

39.2 The total purchase price, including VAT (if any), will be displayed in your shopping cart prior to your confirming the order.

39.3 We reserve the right to update the prices on the Website of any products or services without prior notice or explanation. Every effort is made to ensure that all prices are correct; however, in the event of serious error, any transaction shall be voided by us, entitling you to a full refund.

39.4 We reserve the right to update, amend, or withdraw the products and services that we offer on our Website without prior notice or explanation.

39.5 We shall not be liable to anyone for withdrawing or amending any of the products we sell, or for refusing or failing to process an order.

40 Continuous payment authorisation

40.1 Your acceptance of these Terms and Conditions means you are granting us continuous payment authority of the card used to purchase the original service (or an alternative one, if supplied), for the following:

• Renewable services – fees due will be processed on the card originally used to purchase the service (or an alternative, if supplied) on the date of expiry. Notice will always be given in advance of the expiry date of our intention to take payment, and you will have the right to cancel the service.
• Mail forwarding services – the cost of postage and handling fees will be taken on the card used to purchase the service (or an alternative if supplied) but will be processed automatically on a monthly basis.

40.2 Your total price will include the price of the product plus any applicable VAT (in effect on the day of purchase).

41 Fraud prevention

41.1 Your acceptance of these Terms and Conditions means you are granting us authorisation to undertake a search by CreditSafe or similar organisation for the purposes of verifying your identity and address. To do so, CreditSafe or similar organisation may check the details you supply against any particulars on any database (public or otherwise) to which they have access. They may also use your details in the future for verification purposes to assist other companies. A record of all searches will be retained.

42 Bank Account referral service

42.1 Where 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 to being contacted directly by the bank for the purposes of fulfilling the bank account request.

42.2 Where you request a bank account through our referral service on behalf of a third party for whom you are making a company formation application, you confirm that the third party has agreed to their details being submitted on their behalf to the bank account supplier and to being contacted directly by the bank for the purposes of fulfilling the bank account request.

42.3 The business bank accounts are opened and provided by the banks and subject to the terms and conditions as set forth by the banks at the time of account opening.

42.4 All business bank accounts are subject to the applicants’ status; therefore, UNOVI cannot guarantee that an account will be provided.

43 Trustpilot

43.1 Trustpilot is a consumer review community that builds trust and transparency between consumers and businesses. Trustpilot helps UNOVI proactively collect reviews from our customers. You as a customer, in turn, can voice your opinion and improve online shopping experiences for everyone around the world.

43.2 Trustpilot invites all of our customers to provide a review of their buying experience using our website. By agreeing to these terms and conditions, you agree to have your information (name, email address and order number) temporarily shared with Trustpilot, to allow them to send you this invitation, however, the information will not be stored. This information will also not be shared with anyone else.

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 Dec 20)