1. Definitions

The following definitions apply

1. 1. “Biometric data” shall mean personal data resulting from specific technical processing relating to the physical, physiological or behavioural characteristics of a natural person, which allow or confirm the unique identification of that natural person, such as facial images or dactyloscopicis data.
   2. “Consumer” shall have the meaning given in section 12 of the Unfair Contract Terms Act 1977.
   3. “Customer” shall mean the individual, legal person, corporate entity or entities (including partnership or otherwise, group of people) that we are contracting with for the sale of goods or services and in the case of ongoing services, the person receiving those services.
   4. “Data Controller” shall mean the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
   5. “Data Processor” shall mean a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller.
   6. “Data Protection Legislation” shall mean all applicable privacy and data protection laws, statutes, regulations, decisions of applicable supervisory authorities applicable to the Processing of the Personal Data, as amended or superseded, including the UK’s Data Protection Act 2018 and the General Data Protection Regulation (“UK GDPR”).
   7. “Data Subject” shall mean the identified or identifiable natural person to whom the Personal Data relates.
   8. “General Terms and Conditions” means these terms and conditions “Specific Terms and Conditions” means the Specific terms and conditions tailored to cover any product or service that you may purchase through the Website, and which take priority over these General Terms and Conditions to the extent of any conflict between them.
   9. “Personal Data” shall mean any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
   10. “Personal Data Breach” shall mean a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.
   11. “Web site” “Website” or “Site” means the website you are browsing when you clicked on a link to these General Terms and Conditions, including all subsidiary pages.
   12. “Register of Company” shall mean incorporation and / or registration of a legal entity in the United Kingdom (excluding sole traders, individuals, unincorporated associations).
   13. “we” or “us” or “our” or “ourselves” refers to Dye & Durham Formations and Entity Management Limited.

2. Information Contained on the Website

1. 1. Whilst 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 content or materials provided on the Website (including, without limitation, any as to quality, accuracy, completeness or reliability).
   2. All material on the Website is provided for information purposes only and does not constitute legal, accounting or other professional advice, and it must therefore not be relied upon as such. You should arrange your own advice from a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from the Website.

3. Updates and Changes

1. 1. The Website is being updated and improved on an ongoing basis. We reserve the right to change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that we shall not be liable to you for any such change or removal; and
   2. Changes to these General Terms and Conditions or to the Specific Terms and Conditions may be made at any time and your use of the Website, or the purchase of products or services, are subject to any such changes. You agree to check to see if any changes have been made to the General or the relevant Specific terms each time you visit the Website or purchase products or services from it.

4. Exclusion of liability to you from the use of the Website and WarrantiesThe Website is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

1. 1. 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.
   2. 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 the server that makes it available are free of viruses or anything else which may be harmful or destructive.
   3. We are not responsible for the content of other Websites that link to the Website, nor are we responsible for the content of any Website to which links are provided from the Website. Links to other sites are provided purely for your convenience and do not imply that we approve of those sites.
   4. Nothing in these General 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.
   5. All efforts have been made to ensure that these Terms and Conditions comply with the provisions of the Unfair Contract Terms Act 1977. Nevertheless, if any of these terms contained herein are found to be unlawful, invalid, or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions.

5. Third Party Partners

You acknowledge that certain services and products under these Terms and Conditions are provided through our third-party partners. Therefore, you agree that we will not be held liable for any acts, omissions, or failures of our third-party partners, and that any third-party services or products will be governed by the applicable terms and conditions of the third-party provider.

In addition, you acknowledge that we may need to share your information, including but not limited to your contact details and any other relevant data with our third-party partner. By agreeing to the Terms and Conditions, you grant us permission to disclose such information to our third-party partner, solely for the purpose of facilitating the delivery of services and products.

6. Copyright and trademarks (Intellectual Property)

1. 1. The copyright in all materials on the Website, including their design, layout, text, graphics, photographs and the source code and software belong to their respective owners. Trademarks (whether registered or not) company names and the like are the property of their respective owners.
   2. You are licensed to view and temporarily store Website pages and their content in your browser’s temporary cache, and also to print out for reference a single copy for non-commercial purposes and off-line review. You may not sell or re-sell anything available from the Website, save to the extent expressly permitted pursuant to any product or service purchased by you from the Website where such permission is either expressly given or is a necessary attribute of the product or service concerned.
   3. Nothing in these Terms and Conditions grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to our products and services or software as a service platform and any related software, documentation, information, technologies and materials, and any updates, new versions, revisions, improvements and modification to the foregoing, or the third party materials whether expressly, by implication, estoppel or otherwise.

7. Force Majeure – supply of goods or services ordered through the Website

1. 1. In connection with the supply of any goods or services ordered by you through the Website, we shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire or failure of any communications, telecommunications or computer system, and we shall be entitled to a reasonable extension of our obligations to you (to the extent we owe any such obligations) should a force Majeure event occur.
   2. If a Force Majeure event to which this clause applies shall occur, we agree to notify you as soon as practicable. If the Force Majeure event continues for more than 14 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, you will be entitled to a refund from the date of cancellation for all such services.

8. Username and Password

1. 1. The website may provide the facility to register in order to gain enhanced access privileges or in order to purchase products or services. If you register, it is your responsibility to maintain the confidentiality of your password. On no account should you disclose your password to anyone else. You agree to indemnify and hold us harmless for any loss or damage we may incur resulting from breach of this clause. If there is a security breach, you agree to notify us immediately.
   2. To be clear, we will not be liable for any losses arising from the unauthorised use of your account and you agree to indemnify us for any loss or damage arising from any unauthorised use.

9. Data Protection and Privacy

Transactions with Customers placing an order on their own behalf

i. Where you request the formation of a company for your personal benefit and not as a professional intermediary on behalf of others:

1. 1. For the purposes of applicable data protection legislation, we will process any personal data you have provided to us in accordance with our Privacy Notice available on our website or on request from us. If you have any queries about the manner in which personal data will be processed by us or your rights in relation to such processing you should contact our Chief Privacy Officer by email to privacy.officer@dyedurham.com or mail to our registered office: 9th Floor, The Point, 37 North Wharf Road, London W2 1AF.
   2. You agree that, if you have provided to us 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 us and (2) that you have brought to the attention of any such third party the Privacy Notice available on our website or otherwise provided a copy of it to the third party. You agree to indemnify us in relation to all and any liabilities, penalties, fines, awards or costs arising from your non-compliance with these requirements.

Transactions with Professional Intermediaries

ii. Where you are forming a company on behalf of others:

1. 1. It is agreed that both parties will comply with the Data Protection Legislation and that this clause is in addition to, and does not replace, a party’s obligations under the Data Protection Legislation.
   2. The parties acknowledge that for the purposes of the Data Protection Legislation, you are the Data Controller, and we are the Data Processor. As Data Controller, you will provide processing instructions to us that are in accordance with the Data Protection Legislation.
   3. Notwithstanding b. above, the parties acknowledge that for the purposes of the Data Protection Legislation, where ongoing services are being provided by us to your customer, that we are each Data Controllers.
   4. 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. You agree to provide us with such evidence as we require in relation to your compliance with these requirements and, further, to indemnify us in relation to all and any liabilities, penalties, fines, awards or costs arising from your non-compliance with these requirements.
   5. Details of the Personal Data that we process as a Data Processor are as follows:

Subject-matter and duration of processing:	The subject matter of processing is to provide services to the Customer such as company formations (i.e., incorporation of UK legal entities), ongoing address services, company secretarial services, and domain registration. Personal Data will be processed for as long as required to provide the services to the Customer pursuant to these Terms and Conditions and comply with the parties’ obligations under applicable law. The Personal Data will be processed for the duration of the services provided or for the time taken for the company to be registered by Companies House.
Nature and purpose of processing (the “Purpose”):	The nature of Processing operations may include the following: collecting, recording, organizing, storing, use, alteration, disclosure, transmission, combining, retrieval, consultation, archiving and/or destruction. Purpose of processing is to provide the requested services to the Customer and to comply with the parties’ obligations under applicable law. Specific processing purposes include the following: To provide services to Customer, such as company formations (i.e., incorporation of UK legal entities), ongoing address services, company secretarial services, and domain registration. Processing personal data provided and sharing with service provider(s) to conduct due diligence checks, where applicable. Disclosing personal data provided to Companies House for the purpose of entity incorporation
Types of Personal Data:	Full Name Addresses (current and previous residential addresses) Date of Birth Place of Birth Telephone Number Email Address Mother’s maiden name Father’s forename Copy of photo ID Passport number NI number
Categories of Data Subjects:	Customers Individuals to be appointed to companies as Director, Shareholder, Secretary, Beneficial Owner, Person of Significant Control Domain registrants
Special Categories of Personal Data:	Special category Personal Data, such as biometric data, may be processed.

 

     f. Where we act as a Data Processor of Personal Data and to the extent required by the Data Protection Legislation, we will:

1. 1. 1. process the Personal Data only on documented instructions from the Customer, unless required to do so by applicable law; in such a case, we will inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
      2. immediately inform the Customer if, in our opinion, an instruction of the Customer infringes the UK GDPR or other applicable Data Protection Legislation;
      3. ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
      4. take all measures required pursuant to Article 32 of the UK GDPR (Security of Processing) including but not limited to implementing appropriate technical and organisational measures to protect Customer’s Personal Data and in assessing the appropriate level of security take account in particular of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed;
      5. taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the UK GDPR; and
      6. taking into account the nature of processing and the information available to us, we will assist the Customer to ensure compliance with its obligations under the UK GDPR in relation to security of data processing (Article 32), notification of Personal Data Breaches (Articles 33 and 34) and data protection impact assessments (Article 35 and 36);
      7. notify you without undue delay on becoming aware of a Personal Data Breach and take reasonable steps to mitigate the effects and to minimize any damage resulting from the Personal Data Breach. Our obligation to report or respond to a Personal Data Breach under this clause will not be construed as an acknowledgement by us of any fault or liability with respect to the Personal Data Breach;
      8. on Customer’s written direction, delete or make available to the Customer for retrieval all Personal Data stored within the services, save to the extent that Dye & Durham is required by any applicable law to retain some or all the Personal Data. In such event, we shall extend the protections of this clause 9 to such retained Customer Personal Data and limit any further Processing of such Customer Personal Data only to those limited purposes for which, and only for so long as, such retention is required by applicable law. Nothing contained herein shall require us to alter, modify, delete, or destroy backup tapes or other media created in the ordinary course of business for purposes of disaster recovery and business continuity, so long as such tapes or other media are kept solely for such purposes and are overwritten, recycled, or otherwise remediated in the ordinary course of business in accordance with our established cycles;
      9. To the extent required by the Data Protection Legislation, we shall make available to the Customer all information necessary to demonstrate compliance with Article 28 of the UK GDPR, and allow for, and contribute to, audits and inspections carried out by the Customer, or by an auditor appointed by the Customer as follows:
         1. 1. Subject to non-disclosure obligations, we shall make available, upon reasonable request of the Customer, a description of our security practices and policies, along with other information reasonably requested by the Customer regarding our security practices and policies applicable to the services; and
            2. we shall allow the Customer (or an independent third-party auditor appointed by Customer), at Customer’s sole cost and expense, upon the Customer’s written request, and to a maximum of once per annum (unless a greater frequency is required by applicable Data Protection Legislation), to conduct an audit of the procedures relevant to the protection of Customer’s Personal Data, subject to the confidentiality provisions of these Terms and Conditions. Prior to any such audit, Customer and Dye & Durham will discuss and agree in advance on the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any such audit.

     g.  As the Customer, you hereby provide your prior, general authorisation for us to:

1. 1. 1. appoint processors to process the Customer Personal Data (“sub-processors”), provided we:
         (i) shall ensure that the terms on which we appoint such sub-processors comply with the Data Protection Legislation, and are consistent with the data protection obligations imposed on us in these terms;
         (ii) shall remain responsible for the acts and omission of any such sub-processor as if they were the acts and omissions of us; and
         (iii) shall maintain a list of our sub-processors on our website and shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of the Data Protection Legislation, the Customer shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection.
      2. transfer Customer Personal Data to a sub-processor outside of the UK as required for the Purpose, provided that we shall ensure that all such transfers are effected in accordance with the Data Protection Legislation. For these purposes, where under the Data Protection Legislation the transfer to the sub-processor requires the execution of either (i) the standard data protection clauses adopted by the EU Commission from time to time under Article 46 of EU GDPR (where EU GDPR applies to the transfer) (“EU SCCs”) or (ii) adopted by the Commissioner from time to time under Article 46 of UK GDPR (where UK GDPR applies to the transfer) (“UK SCCs”): (a) the Customer shall promptly comply with any reasonable request of us, to enter into the UK SCCs or EU SCCs (as applicable) with us and/or the sub-processor; or(b) we shall enter into the UK SCCs or EU SCCs (as applicable) with the sub-processor; and in each case the parties take all such further steps as are necessary, including carrying out a risk assessment in relation to the transfer and implementing any additional safeguards as may be required to effect the transfer in compliance with the Data Protection Legislation.

11. Cookies

1. Cookies are small data files that are stored locally on your computer, and which enable us to tailor your experience in using the Website. Accounts and password information may be stored in cookies. Full details of the cookies we use are contained within our Cookie Policy, which can be accessed here.

12. Terminating the use of the Website

1. We may withdraw or suspend your right to access or use the Website at any time, without prior notice and without providing any reason.

13. Waiver

1. No waiver by us (whether express or implied) in enforcing any of our rights shall prejudice our right to enforce such rights in the future

14. General

If any provision of these General 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

1. 1. In the event of there being any conflict between these General Terms and Conditions and the Specific Terms and Conditions that apply specifically to the purchase of certain goods or services through the Website, the Specific Terms and Conditions shall prevail.
   2. No person who is not a direct party to any agreement covered by these General Terms and conditions shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
   3. Where you are a customer, you have the right to cancel the contract for the provision of goods or services, by notice in writing, at any time before seven working days have passed from the day after the contract was made. If, however, we have started to perform our side of the contract before you exercise your right to cancel, then the right to cancel is lost.

15. Notices

1. This clause applies where these General Terms and Conditions or the Specific Terms and Conditions provide expressly or by implication for the service of notices.
2.  Any notice required to be given under our Agreement with you or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in the English language.
3. Any such notice shall be addressed to the usual business address of the other party and may be:
4.  Personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 08.00 hours on the next Business Day; or
   If within the United Kingdom, sent by first class pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of posting: or
5. Sent by electronic mail, in which case, it shall be deemed to be given when received but subject to the same provisions regarding receipt after 17.00 hours as apply to notices sent by Facsimile.

16. Governing law and Jurisdiction

1. 1. Your use of the Website and the purchase of any products or services from it are governed in accordance with the laws of England and Wales.
   2. The English courts shall have exclusive jurisdiction over any dispute or difference whatsoever arising out of or in connection with your use of the Website or the purchase of any products or services from it.

17. Assignment.

1. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 16 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
   ii.We may assign or transfer our rights and obligations under the Contract to another entity [but will always notify you [in writing or] by posting on this webpage if this happens]

These Specific Terms and Conditions are applicable to transactions made through the website you are browsing when you clicked on a link to these General Terms and Conditions Definitions

1.Information about us

1. 1. This website is operated by Dye & Durham Formations and Entity Management whose registered office is at the following address: 9th Floor, The Point, 37 North Wharf Road, London W2 1AF.

2. Limitation of liability

1. 1. By placing an order for any of our products and services through us, you are granting us the right to file with Companies House, 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.
   2. We do not accept any liability for any errors or omissions in the company formation information you submit through our Website or via our offline application forms, or for any such company formation application which is subsequently rejected by Companies House.
   3. We are an online company formation agent and submit your application to Companies House using a secure electronic filing system. Once you have completed our application form and supplied us with all of the information required, Companies House will usually complete your application promptly. All company formation is completed by and subject to Companies House’s operating system. Delay may arise due to Companies House’s system failures or other circumstances beyond our control. We do not accept liability for any losses or damages arising from a delay in completing your order.
   4. Where a company name is selected by the Customer for registration for whatever reason, we warrant only that we will make an application to the Registrar of Companies for the registration of that name, and that if registration is permitted, it is permitted by the registrar on the basis of his view that it will not conflict with the name of any other company at that time of registration on the Registrar.
   5. We do not warrant that the use of the company name will not conflict with the rights of currently operating businesses, and in particular we do not warrant that the use of the name may not give rise to actions for passing off, or for infringement of any other proprietary or legal right. We have not investigated and cannot investigate the possibility of the existence of conflicting rights and the Customer accepts sole responsibility for meeting all and any claims of any kind whatsoever arising out of the use of the company name and agrees to indemnify us in respect of any costs, expenses or damages it suffers or for which it is held liable as a result of any such claims.
   6. Our liability in respect of all claims arising out of or in connection with your use of this website shall not exceed an amount equal to the sums payable by you to us.
   7. To the maximum extent permitted by law, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise. Including any indirect, consequential, or special, or exemplary damages arising from the use of the Website, our blogs, or any information contained therein. Customers should be aware that they use the Website at their own risk.
   8. Nothing in these Terms and Conditions excludes our liability for death or personal injury resulting from gross negligence or fraud on the part of Dye & Durham Formations and Entity Management.

3. Ordering

1. 1. All orders that you place through this Website or via our offline application forms are deemed to be an offer by you to purchase the products or services that we supply subject to these Terms and are subject to acceptance of the order by ourselves. We may choose to reject any order without providing a reason beforehand.
   2. You are presented with a range of choices during the ordering process. It is your responsibility to ensure that you read and fully understand these choices before you proceed with any purchase. In the event that you have any queries regarding any aspect of your order or our products and/or services we strongly recommend that you contact us during our usual UK office hours prior to proceeding with a purchase. Please note that although 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.
   3. 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 authorisation to undertake a search with Credas Technologies Limited for the purposes of verifying your identity and address, which may leave a footprint on your credit record (this will not affect your personal credit rating). To perform this verification Credas Technologies Limited 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 to assist other companies for verification purposes. A record of the search will be retained.
   4. As a Company Service Provider, we have an ongoing responsibility to perform regular checks on any company (and its officers and beneficial owners) to which we provide ongoing services. Your acceptance of these Terms and Conditions authorises us to open any mail delivered to our address in respect of any company you have formed through this website or have engaged us to provide ongoing services to. In the event that any of our checks uncover information or activities that are illegal, unethical or otherwise outside of our risk appetite then we reserve the right to terminate services without notice and without refund.
   5. Further to iii) above, we may require you to provide evidence of your identity and address in the form of original certified documents to satisfy our internal Anti-Money Laundering procedures. Failure to comply with any request for such documents within a reasonable time frame (specified at the time of any request) may result in the termination of services. No refund shall be given for the termination of services resulting from your failure to satisfactorily comply with our Anti-Money Laundering procedures.

We reserve the right at our sole discretion to deny users access to our website or any part of our website without notice and to decline to provide the service to any user that is in breach of these Terms and Conditions.

4. Information provided to Companies House

1. 1. When you place an order with us, you are authorising us to provide information to Companies House so that they can incorporate a new company or update an existing company’s records. This may include personal information pertaining to the directors and shareholders that you provide to us.
   2. We process your orders on the basis that you have given us full and proper instructions, and if ordering on behalf of a third party, that you are authorised to place an order. When you place an order with us, you are giving us the authority to lawfully process your instructions.

5. Address Services

1. 1. We offer for use as Registered Office and / or Service Address London address via our third party supplier, in this case “Address Provider”.
   2. By accepting these Terms and Conditions, you are granting us authorisation to file with Companies House, 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 term of the agreement and, if said services are cancelled, terminated or shall expire for failure to make payment or for failure to comply with Anti-Money Laundering checks or procedures, the statutory forms required to terminate them. The statutory forms that we reserve the right to file shall be as per Companies House requirements.
   3. If you opt to use our Registered Office and / or Service Address, you agree not to use or advertise the Address Provider address as a trading address. The service offered by the Address Provider is a correspondence address only. No finance agreements, mobile phone contracts or any other such agreements can be completed using the Address Provider address.
   4. You agree not to carry on any business activities which could be construed or interpreted by the Address Provider or any other party as illegal, defamatory, immoral or obscene and agree not to use the address for any such purposes.
   5. The Address Provider shall not accept parcels, packages or couriered goods at any time.
   6. The Address Provider will not disclose or use your private address in any manner other than those agreed to by you in this agreement save in the event that the Address Provider is obliged to disclose by law or by the order of a court of competent jurisdiction.
   7. The Address Provider will cooperate with any data requests received from any official body or agent for the performance of a task carried out in the public interest, in line with the UK GDPR requirements.
   8. You will fully indemnify the Address Provider against any expenses, costs, claims, damages or penalties incurred by the Address Provider in connection with this agreement howsoever occasioned including through defamation, suing or being sued as a result of the breach whatsoever and howsoever committed by you or any third parties.
   9. When you purchase an address service from an Address Provider, 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 the Address Provider, or its employees, in the process of receiving, sorting and forwarding mail on your behalf.
   10. For renewable address and company secretarial services, fees due will be invoiced 30 days prior to the renewal due date of the service and emailed to you for settlement.
   11. If payment for renewal of a Registered Office service has not been received on or before the prescribed renewal date or you elect not to renew the service, you will be deemed irrevocably to have authorised us (and to have irrevocably consented to our so doing) to change the Registered Office and / or Service Address of the company, with immediate effect, to your residential address or to such other address previously notified to us by you 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 Companies House to have our address removed by form RP07 or as per Companies House procedure in place at the time. This new address information will be registered with Companies House and displayed on public record.
   12. If payment for renewal of the Director Service Address service has not been received on or before the prescribed renewal date or you elect not to renew the service you will be deemed irrevocably to have authorised us (and to have irrevocably consented to our so doing) to change the Director’s Service Address, with immediate effect, to your residential address or to such other address previously notified to us by you for this purpose. This new address information will be registered with Companies House and displayed on public record.
   13. We do not accept any liability should the company be struck off and/or removed from the Register following the cancellation or the expiry of the services you are agreeing to take under this agreement should the company fail to meet statutory requirements following our actions to file the requisite forms to notify the termination of such services.

6.Corporate Secretarial, Annual Statutory Compliance Package

Should you or you’re the company / beneficial owners for whom you act on behalf of us, use our annual packages: Statutory Compliance and / or Statutory Compliance Plus Pack, you will be agreeing with the terms and conditions here.

Dye & Durham Formations and Entity Management and the beneficial owner and / or the customer agree that we will act as agent of the customer for the purpose of carrying out the work set out in this section.

1. 1. The beneficial owner and / or the customer shall notify us in writing of the name, company number and registered office of each company that is signing up to purchasing services under this package and that we are to act as agents for the purpose of carrying out the work set forth in this document.
   2. Unless otherwise agreed, services under this package shall continue for a continuous period of 12 months / one year.
   3. Should you stop using services offered under this package before the end of the 12 months period, you shall not be entitled to a refund. This includes cases where the limited company is dissolved.
   4. This agreement is automatically renewed at the end of the 12 months period and you will be invoiced to make payment within 30 days of receipt of the invoice, unless you notify us with at least 60 days’ notice, that you do not want the services to renew.
   5. Filing and documentation: we shall only be responsible for the filing with Companies Registry those forms referred to in this agreement.
   6. The signed Statutory Accounts of each limited company client to be filed will be lodged on the next working day following receipt, we do not accept responsibility for any late filing fees if the Statutory Accounts are not returned in order to meet statutory filing deadlines.
   7. The customer and / or the beneficial owner of the limited company shall indemnify us from and against all loss whatsoever or howsoever arising, suffered or incurred by us, as a result of, or in connection with the performance of us of our obligations under this agreement. The loss includes any loss suffered or incurred by us as a result of instructions given by the beneficial owner and / or the customer, the failure of the beneficial owner and / or the customer to give proper instructions or any fraud, negligence or wilful default of the firm. We agree to indemnify the beneficial owner and / or customer from and against any loss (excluding any indirect, consequential or special loss) as a result of or in connection with the fraud, negligence or wilful default of Dye & Durham Formations and Entity Management Limited.
   8. Fees: the annual fee shall be agreed as per our price list. We reserve the right to alter prices as and when required and notify you prior to your renewal. All expenses including but not limited to, registration fees and stamp duty required to be paid shall be payable to us on demand.
   9. Fees payable for addition work not in included in these annual packages shall be based on our one-off price, applied per request.
   10. Fees payable for Registered office and / or Service Address shall be billed annually in advance.

Annual Statutory Compliance Pack includes only:

• Maintain registers
• Confirmation statement filing
• Annual Accounts Filing (Including dormant companies)
• Appointment / Resignation

Annual Statutory Compliance Plus Pack includes only:

• Maintain registers
• Confirmation statement filing
• Annual Accounts Filing (including dormant companies)
• Appointment / Resignation
• Allotment of shares
• Transfer of shares
• Change of Registered Office
• Change of company name (standard service)
• Change of Accounting reference date (ARD)

Service Specification

1. 1. Retention of records: we shall keep in safe custody all the statutory books and documents related to each limited company client.
   2. Change of Director / Company Secretary / Registered Office / Accounting Reference Date / Return of Allotments / Chang of Company Name / Transfer of Shares: we will on receipt of written instruction from the beneficial owner and / or customer paper and submit to the beneficial owner forms and board minutes approving the proposed changes. The forms will be submitted for filing at the Companies Registry / Companies House immediately when they are returned, signed by an authorised office of the company client.
   3. Annual Accounts: We will file with the Companies Registry / Companies House a set of statutory accounts when forwarded by the beneficial owner and / or the customer for filing or provided by the Accountants to the company client.

7. Other Services / Products

 Company Formations

1. 1. We are a specialist online company formation agent, and we make use of electronic filing facilities available from the Registrar of Companies.
   2. Once we receive electronic confirmation of incorporation from Companies House, we will automatically send you a confirmation email with pdf incorporation documents attached, if these items were included in the package you selected.
   3. You will receive printed documents via post or courier via our third-party supplier.

Corporate Secretarial

1. 1. Provided you have supplied us with the necessary information required, we will complete Corporate Secretarial services on your behalf or on your client’s behalf on a pay as you go basis. Unless you have purchased our annual packages.
   2. You must ensure that you provide us with the necessary information and authorisation to complete filing to Companies House / Companies Registry on your behalf.
   3. Clause 6 above applies to all our pay as you go Corporate Secretarial services as well but for the annual fees and termination.

IDV Only via Authorised Corporate Service Provider   

1. Authorised Corporate Service Provider: D&D Formations & Entity Management (“D&D”) is an Authorised Corporate Service Provider (“ACSP”) and provides ID Verification (“IDV”) services for clients of Law Firms and Accountancy Firms, including directors, shareholders, PSCs, or other individuals as required by Companies House.  
2. Contact Details: The Law Firm or Accountancy Firm, herein defined as the (“Intermediary Client”), must provide D&D with the direct contact details of the individual requiring IDV. The Intermediary Client must ensure the accuracy and completeness of the contact details provided to D&D for the IDV. D&D shall not be held liable for any delays, errors, or failures in the IDV process resulting from incorrect or incomplete contact information provided by the Intermediary Client.  
3. IDV Process: D&D shall utilise the provided contact details to send an ID verification link and instructions to the individual, thereby enabling the completion of the IDV process.  
4. Notification to Companies House: Upon completion of IDV, D&D will notify Companies House, which will generate and send a unique identifier to the individual’s email address that was provided to D&D.  
5. Record Retention: D&D shall retain the IDV records for a period of seven (7) years.  

8. Timeframe for Incorporation

1. 1. Provided you have complied with the formalities necessary to purchase a company from us, the Registrar of Companies will generally complete the incorporation within 24 hours during normal working hours. However, we have no control over this process, which may take longer as incorporation is always dependant on Companies House timeframes, workload and availability.
   2. Same Day Service –Same day service is only available after you have completed the onboarding process. Additionally, if you opt for this service, for an additional fee, Companies House will guarantee an official response to your completed formation request the same business day, so long as orders are completed and submitted by 3pm. This service doesn’t guarantee the application will be successful but rather guarantees an official response from Companies House approving, rejecting or otherwise referring to your application. We therefore recommend that you have added all necessary details and complete and submit your order to us by 2.00pm. If any data is missing or incorrect, we cannot submit your order to Companies House.

9. Services not included with any product purchased by you from our Website

1. 1. We do not include any of the following in respect of any of the packages we offer for sale online: –
      • Accountancy services
      • Tax advice
      • Auditing of your books
      • Legal advice
      • Advice regarding the suitability and appropriateness of the company you are instructing us to incorporate for your specific needs
      • Any other services not expressly mentioned
   2. You are strongly advised to seek independent advice before you instruct us. We assume that you have done so. If you have not yet taken such advice, please do not proceed with any purchase until you have done so.

10. Price of goods and Services

1. 1. The price for any Goods or Services that you purchase from us is as set out under the option you select on our Website and unless otherwise stated, all prices exclude VAT at the prevailing rate.
   2. The total purchase price, including VAT (if any) will be displayed in your shopping cart prior to your confirming the order.
   3. We reserve the right to update the prices on the Website and to update, amend, or withdraw the products and services that we offer without prior notice. Every effort is made to ensure that the prices are correct, but in the event of serious error, any transaction shall be voided by us, entitling you to a full refund.
   4. 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.

11. Incorporation of General Terms and Conditions

1. 1. These Specific Terms and Conditions must be read together with the General Terms and Conditions above. The General Terms and conditions apply to any agreement between us and to your use of the Website generally, including for the avoidance of doubt, Clause 14, the jurisdiction and governing law clause.

12. Refund Policy for Formation and CoSec Services

1. 1. Sales made B2B (our businesses selling to other businesses) are exempt from the Consumer Contracts Regulations and therefore, our services are non-refundable.
   2. It is not standard for refunds to be issued for B2B services however, in exceptional cases, we may issue refunds in our sole discretion; if applicable, a £100 plus VAT admin fee will be charged.
   3. You can cancel the services at any time however, no refunds will be issued.
   4. If we cancel your services because you fail to supply us with adequate proof of ID any information as required by our Terms and Conditions, then no refund will be issued to you.
   5. If we are unable to fulfil your order or to provide services / products to you, we will promptly notify you and issue a full refund of payments made or a pro rata refund where applicable.

13. Applications to Barclays PLC our (“Referral Partner”)

1. 1. Any services, products and bank accounts provided by our Referral Partner is subject to their terms and conditions.
   2. In the event that you request a bank account to be set up or any type of service from our Referral Partner you confirm that you agree to be contacted by the Referral Partner in order to complete the service or bank account request.
   3. Where you request a bank account or service from a Referral Partner on behalf of a third party for whom you are making a company formation application, you confirm that the third party, the primary contact listed on the company formation application, has agreed to be contacted directly by our Referral Partner, for the purposes of fulfilling the service request.

Upon the completion of your incorporation, we will promptly forward your contact details to our Referral Partner. Contact details of Dye & Durham Formations and Entity Management:

Main phone number:
0800 038 8350

Main email addresses:
formations@dyedurham.com
cosec@dyedurham.com

Opening times:

9am-5.30pm