ID Verification Terms

1. General

This Agreement

1.1. These ID Verification Terms and the Data Protection Addendum – ID Verification incorporated by reference herein (together, the IDV Agreement) set out the terms on which a Client instructs Law Debenture Corporate Services Limited, as an authorised corporate service provider (ACSP), to verify the identity of User(s) (ID Verification(s)). By proceeding to either initiate or participate in an ID Verification, or otherwise engaging with the IDV Services, you agree to do so on the terms of this IDV Agreement.

Our role

1.2. We are an ACSP, authorised by Companies House to conduct ID Verifications of individuals pursuant to sections 1110A and 1110B Companies Act 2006 and the Economic Crime and Corporate Transparency Act 2023. Our Supervisory Authority is HMRC.

1.3. An ID Verification is a one-time service provided using the information and resources available to us at the time. We do not conduct ongoing monitoring of Users and we will have no responsibility or liability for any Losses if they relate to events occurring after we complete the relevant ID Verification, or information that was not made available to us at the time.

Definitions

The following definitions shall apply in this Agreement:

ACSP has the meaning given in clause 1.1.

Business Day means a day (other than a Saturday or Sunday) on which banks in London are open for the transaction of non-automated commercial banking business.

Charges means the fees for the IDV Services as set out in clause 4.1 together with any applicable interest due pursuant to clause 4.2.

Client or you means the party engaging LawDeb in the provision of the ID Verifications.

Client Nominated User means a user of the IDV Portal nominated by a Client to instruct us to perform ID Verifications.

Confidential Information means all information marked as confidential or which ought reasonably to be considered as such, including all personal data.

Force Majeure Event means any event or circumstance (or series thereof) beyond the reasonable control of the affected party.

ID Verification means the process of attempting to verify the identity of a User based on the Identity Evidence, in accordance with the requirements for ACSPs published by Companies House from time to time.

Identity Evidence means (a) a photo of the User’s face, to be taken as part of the ID Verification process; (b) current and valid documentary evidence of the User’s identity that meets the requirements of Companies House at the time of submission, and is provided as an option in the IDV Portal; and (c) any other information required in order to complete the ID Verification.

IDV Agreement means these terms and the other documents referred to herein.

IDV Portal means the web-based portal LawDeb makes available to the Client and Users from time to time which co-ordinates the verification process and provides real time report information in relation to the progress of relevant ID Verifications.

IDV Services means the ID Verifications, provision of the IDV Portal and (to the extent that they are not covered by an alternative engagement with us), any ancillary or related services.

LawDeb, us or we means Law Debenture Corporate Services Limited, a company registered in England and Wales with company number 03388362 whose registered office is at Floor 8, 100 Bishopsgate, London EC2N 4AG and LawDeb Group means all parent undertakings of LawDeb and all subsidiary undertakings of those from time to time.

Liability Cap means, in relation to any rolling 12 month period, the maximum amount of liability we may have to the Client and all Users for any and all Losses (whether or not relating to the same incident or claim) in connection with this IDV Agreement and the Services.

Losses means all direct losses, including any damages, fines, penalties, compensation and other awards or financial punitive measures arising out of any claims, demands, regulatory or supervisory interventions or complaints, together with any interest, penalties, taxes and reasonable professional costs and expenses incurred in connection therewith, and Loss shall be construed accordingly.

Managed Service means the collation and return to the Client of the Companies House personal codes received as part of the IDV Services

Supervisory Authority has the meaning given in the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I 2017/692).

Third Party Software means any software program which is not proprietary to LawDeb, including without limitation the identity verification software provided by Yoti Limited embedded in the IDV Portal.

User means the individual whose identity is being verified in an ID Verification.

Viruses means viruses, logic bombs, worms, trojan horses and any other type of disruptive, destructive, deceptive, or nuisance programs or malicious code and any code that is operated to disable or interfere with any software or information technology systems.

ID Verifications

1.4. ID Verifications are requested by Client Nominated Users. This may be via the IDV Portal or another method agreed by us in advance.

1.5. When an ID Verification is initiated, the User(s) will be sent a link to our IDV Portal where they will be prompted to upload Identity Evidence. This link will expire 30 days after it is sent.

1.6. By uploading the Identity Evidence to the IDV Portal, Users warrant that it is correct, complete and not misleading, and meets the latest requirements published by Companies House.

1.7. We will use commercially reasonable endeavours to verify the User’s identity using the Identity Evidence, applying such skill and care as may reasonably be expected of an ACSP. We give no warranty or assurance that an ID Verification will lead to a positive identity verification, and no refund will be provided if a positive identity cannot be obtained (including where an ID Verification is cancelled pursuant to clause 7).

1.8. Where an ID Verification is positive, within five (5) Business Days of completion we will submit the statement of verification at Companies House and use reasonable endeavours to procure that they issue the User with a personal code.

1.9. Where an ID Verification has been requested as part of a Managed Service, the User will be prompted to enter the Companies House personal code in the IDV Portal. When the User has entered the code into the IDV Portal where indicated it will be available for the Client to download.

1.10. For Users who are unable to complete an ID Verification following our standard process, we may (in our absolute discretion) offer an alternative method for conducting ID Verifications. Our Charges for this may differ and the User may need to attend our London office in person with their original identity documents.

Suitability and use of IDV Services

1.11. The Client and the User agree and warrant that they will not attempt to improperly use the IDV Services, including (but without limitation) to fraudulently or dishonestly obtain, or alter the results of, an ID Verification.

1.12. An ID Verification is not a replacement for an assessment as to the suitability of an individual to be appointed as a company director or secretary. It does not appoint an individual as a director or secretary, nor does it satisfy the requirements of any statement of compliance or fulfil any other reporting requirements. We may be able to provide these services under a separate engagement for an additional fee.

1.13. The ID Verification service may not be used by or for any Users that have previously been disqualified from acting as a director or secretary of a UK company, nor any User that is prohibited from acting as a director or secretary of a UK company at the time of submission of the ID Verification request.

2. IDV Platform

2.1. We will use reasonable endeavours to make the IDV Portal available twenty four (24) hours a day, seven (7) days a week, excluding periods of maintenance.

2.2. We do not warrant that the use of the IDV Portal will be uninterrupted or error free, nor that it is free from Viruses. We are not responsible for any delays, delivery failures, or any other Loss or damage resulting from the transfer of data over communications networks and facilities (which for the avoidance of doubt does not include any Loss or damage relating to the prohibited disclosure of any Identity Evidence following a failure of the IDV Portal), including the internet, and you and the User acknowledge that the IDV Portal may be subject to limitations, delays and other problems inherent in the use of the same.

2.3. Where we use Third Party Software as part of or in connection with the IDV Portal, we give no warranty or representation, and accept no liability for Losses relating to that Third Party Software.

3. Indemnity

3.1. The User shall indemnify LawDeb against any Losses incurred following a breach by them of any term of this IDV Agreement.

3.2. The Client shall indemnify LawDeb against any Losses incurred following a breach of any term of this IDV Agreement by the Client or any User.

3.3. This clause 3 shall survive termination of this IDV Agreement for a period of seven (7) years.

4. Charges, billing and liability

4.1. The Charges for each ID Verification will be agreed with you prior to the ID Verification commencing. We may operate a fee scale for ID Verifications which may be updated from time to time. If we have not otherwise agreed the applicable Charges with you, by initiating the ID Verification you agree to the Charges as set out in our then current fee scale.

4.2. Invoices for IDV Services are payable on demand. In the event that payment is not made by the due date, we reserve the right to apply interest to the overdue amount at a rate of two per cent (2%) per annum over the Bank of England base rate, accruing daily. We reserve the right to withhold the output of any IDV Services, including Companies House personal codes, until such time as our Charges have been settled in full.

4.3. An ID Verification is initiated on the earlier of when:

(a) a Client Nominated User requests it via the IDV Portal;

(b) we contact a User (on the instruction of the relevant Client) with directions on how to proceed with an ID Verification; or

5. Liability

5.1. Our Liability Cap to any User shall be the lower of

(a) one thousand pounds (£1,000); and

(b) the Charges applicable to that User’s ID Verification.

5.2. Our Liability Cap to the Client shall be the higher of:

(a) one thousand pounds (£1,000); and

(b) two (2) times the Charges paid or payable under this IDV Agreement in the 12 months preceding the event giving rise to the Loss.

5.3. You and the User agree that LawDeb shall not be liable more than once in connection with any event giving rise to a Loss, and all Liability Caps in this clause 5 shall be applied concurrently.

5.4. In this clause 5, the date of an event giving rise to Loss is the date on which the cause of action relating to the Loss in question arose. If the cause of action arose from a series of events, the relevant date shall be the last date on which we performed an action (or omitted to act in direct breach of this IDV Agreement) so as to give rise to an additional liability (or increase the quantum of an existing liability) forming part of the claim in question.

5.5. We shall not be liable under or in connection with this IDV Agreement to the extent that breach of contract, tort (including negligence), claim in equity, trust, breach of fiduciary duty, breach of statutory duty, misrepresentation or other ground of liability, is due to any incorrect, incomplete or misleading statement, information, data or other input provided to us, or any representation or warranty by the Client or a User, or the Client or a User otherwise being in breach of this IDV Agreement.

6. Confidentiality and data protection

6.1. Other than as compelled by law or any other authority, or – subject to suitable confidentiality undertakings - as reasonably required to perform the IDV Services, we will not share any confidential information belonging to a Client or a User outside of the LawDeb Group.

6.2. Users will be required to upload personal data to the IDV Portal, and we may process other personal data in order to manage the provision of IDV Services. We do so for the purposes of providing and improving the IDV Services (and as required by law as an ACSP) in accordance with our Data Processing Addendum – ID Verification, a copy of which is available here. We act as data processor in connection with this data, and the Client acts as data controller. The Client, in accordance with its obligations as a data controller, will ensure that all necessary privacy information is available to the User before they are invited to complete the ID Verification.

7. Termination

7.1. The Client may terminate this IDV Agreement (and/or any ID Verifications in progress) for convenience by written notice to LawDeb at any time.

7.2. LawDeb may terminate this IDV Agreement (and/or any ID Verifications in progress) immediately by written notice to the Client at any time in the event of:

7.2.1. a breach of clauses 1.11 or 1.13 or 4.2; or

7.2.2. any other breach of this IDV Agreement by the Client or a User that LawDeb, acting reasonably, considers material.

8. Legal

8.1. This IDV Agreement shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England & Wales.

8.2. This IDV Agreement forms the entire agreement between the parties for the ID Verification(s). No party has relied on, and each party agrees that they shall have no claims based on, any statement, representation, assurance or warranty (whether innocently or negligently) that is not set out in this IDV Agreement.

8.3. We will have no liability for any Losses caused by delays or failures caused by a Force Majeure Event or delays or failures associated with a Force Majeure Event.

8.4. We may from time to time sub-contract some or all of the IDV Services, provided that we reasonably consider that the sub-contractor (and any software they provide) meets any applicable requirements published by Companies House, and that their appointment does not materially prejudice our ability to comply with any such requirements.

8.5. No person other than the parties to this IDV Agreement shall have any right to enforce or benefit from the terms of this IDV Agreement.