Terms of Enagement for Wallace White Director ID Services

Please read these Terms and Conditions carefully before purchasing the Director ID service provided by Wallace White Accountants (“Wallace White”, “we”, “our”, or “us”). By purchasing this service, you agree to be bound by these Terms and Conditions.

AGREED TERMS

Your attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

1. ABOUT US AND CONTACT DETAILS

1.1 Company Details. Sophisa Limited T/A Wallace White Accountants (company number SC486473) (“we” and/or “us”) is a company registered in Scotland with our registered office at 2nd Floor, 22-24 Blythswood Square, Glasgow, G2 4BG.

1.2 Contacting us. To contact us, you can telephone our team at 0141 221 4345 or email us at info@wallacewhite.com. How to give us formal notice of any matter under the Contract is set out in clause 14.

2. ABOUT DIRECTOR ID

2.1 These terms of engagement (“Terms”) apply to the services carried out by us in relation to Director ID. Further information on Director ID can be found at https://wallacewhite.com/product/directorid/.

2.2 The services provided by us are limited to verification of your identity in accordance with Companies House requirements as an Authorised Corporate Service Provider (ACSP) (authorised agent number: [AP007622]) (the “Services”). Further details on the identity verification process is set out in clause 6.

3. OUR CONTRACT WITH YOU

3.1 Our contract.These Terms apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.2 Entire agreement.The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

4. PLACING AN ORDER

4.1 Placing your order. Please follow the onscreen prompts to place your order, and to provide the information we require to complete the Services.

4.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

4.3 Acknowledging and accepting your order. After you place your order, you will receive an email from us acknowledging that we have received it, and that we will commence provision of the Services (“Order Confirmation”), at which point and on which date the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

4.4 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

5. CANCELLING YOUR ORDER AND OBTAINING A REFUND

5.1 You may cancel the Contract and receive a refund, if you notify us as set out in clause 5.2 within [2] days of your receipt of the Order Confirmation. You cannot cancel the Contract once we have completed the Services, even if the [2]-day period is still running.

5.2 To cancel the Contract, you can telephone our team at 0141 221 4345 or email us at companysecretarial@wallacewhite.com.

5.3 If you cancel the Contract, we will refund you in full for the price you paid for the Services, by the method you used for payment. We may deduct from any refund an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation in accordance with clause 5.2.

5.4 Should we be unable to verify your identity in accordance with clause 6 we will notify you, and we will refund you in full for the price you paid for the Services.The Contract between us will be terminated in accordance with clause 12.

6. IDENTITY VERIFICATION PROCESS

6.1 We shall conduct an identity check using Identity Document Validation Technology (IDVT).You shall be sent a link to complete this check via our third party provider – Credit Safe.

6.2 We will require the following details from you:

Full name (including former names)
Date of birth
Current home address
Address history (last 12 months)
Email address (must be unique for verification)

6.3 We may require additional documentation if:

the identity documents you have provided do not confirm your address history for the last 12 months; and/or
you have changed your name

6.4 If you cannot provide documentation that confirms your address history or a name change, we will be unable to continue verifying your identity.

6.5 Once we have successfully completed an identity check, within 14 days provided all pertinent information is provided to us, we will verify your identity at Companies House via the Companies House online service.

6.6 The following details will be submitted to Companies House on your behalf:

Full name (including former names)
Date of birth
Current home address
Email address
Details of identity documents used (including document types, reference numbers, expiry dates, and country of issue (where applicable))
Method of verification (IDVT)

6.7 After Companies House verification has been completed you will be senta ‘Personal Code’ to your email address from noreply@companieshouse.co.uk. The Personal Code is a unique identifier (11 characters) sent by Companies House to an individual once their identity has been verified. It links that person to their role (e.g., director, PSC) within a company and confirms they’ve met the legal identity verification requirements. The Personal Code acts as a digital signature confirming that the person has met the legal identity verification requirements. The code should be kept confidential. It is the user’s responsibility to ensure that the email address they provide to Wallace White is correct, as this is the email address to which Companies House will send the Personal Code upon completion of verification. Wallace White bears no responsibility for incorrect email addresses being provided and it is the user’s responsibility to engage with Companies House to retrieve their Personal Code in such an occasion.

6.8 We are not responsible for submitting your Personal Code to the Companies House online portal or for completing any director filings, PSC filings, confirmation statements, or other filings at Companies House. However, should you wish us to act in this regard, then please email us on companysecretarial@wallacewhite.comand we will be pleased to discuss how we can assist.

7. YOUR OBLIGATIONS

7.1 It is your responsibility to ensure that:

(a) the terms of your order are complete and accurate;

(b) you cooperate with us in all matters relating to the Services; and

(c) you provide us with such information and documents we may require in order to supply the Services, and ensure that such information is complete and accurate in all respects;

7.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.1 (“Your Default”):

(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 12 (Termination); and

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services.

8. CHARGES AND PAYMENT

8.1 In consideration of us providing the Services you must pay our charges (“Charges”) in accordance with this clause 8.

8.2 The Charges are the prices quoted on our website at the time you submit your order.

8.3 Our Charges are exclusive of VAT. Where VAT is payable in respect of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

8.4 Payment for the Services is in advance. We will take your payment upon submission of your order.

8.5 You can pay for the Services using a debit card or credit card. Cards that are accepted are listed at the product checkout page.

8.6 We will send you an electronic invoice within [14] days of receiving payment.

9. HOW WE MAY USE YOUR PERSONAL INFORMATION

9.1 We will use the personal information you provide to us to:

(a) provide the Services;

(b) process your payment for the Services; and

(c) inform you about products or services that we provide, but you may stop receiving these at any time by contacting us at companysecretarial@wallacewhite.com.

9.2 We will process your personal information in accordance with our privacy policy, the terms of which are incorporated into this Contract.

10. RECORD KEEPING

10.1 We require to maintain records of your personal data in relation to the Services for seven years, including:

Copies of documents
Details of checks performed
Any failed verification attempts
Copies of information supplied to Companies House
Companies House Verification Submission
Verification Email Confirmation from Companies House

10.2 The records noted at clause 10.1 will require to be maintained even if we cannot verify your identity.

11. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1 We shall incur no liability to you if we are unable to carry out the Services as a result of any cause beyond our reasonable control.In such circumstances, we shall notify you as soon as reasonably practicable.

11.2 Our aggregate liability to you, including any liability by our directors, officers, employees and agents (together “WW Persons”) in contract, delict or tort or under statute or otherwise, for any loss, damage, cost or expense suffered by you arising out of or in connection with the Services, howsoever caused, including by our negligence, shall not exceed the amount of the Charges.

11.3 You shall not bring any claim personally against any WW Persons in respect of any loss or damage suffered by you arising out of the work carried out for you by us.

11.4 We nor any WW Person shall have any liability to you for:(i) any loss of profit or revenue; (ii) loss of business or business opportunity; (iii) loss of anticipated savings; (iv) loss of goodwill or injury to reputation; or (v) any special, indirect or consequential loss, in each case whether or not reasonably foreseeable by us or any WW Person.

11.5 We shall incur no liability to you for any loss or damage suffered by you arising from fraud, misrepresentation or withholding of information or inaccuracy of or omission from information, whether on your part or that of other sources of information relied on by us.

11.6 The limitations and exclusions on liability set out or referred to in these Terms shall not apply to any liability for death or personal injury caused by our negligence, liability arising as a result of fraud or fraudulent misrepresentation on our part or any other liability which cannot lawfully be excluded or limited.

12. TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL

12.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract;

(b) you fail to pay the Charges; or

12.2 Consequences of termination. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

12.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

13. EVENTS OUTSIDE OUR CONTROL

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).

13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

14. COMMUNICATIONS BETWEEN US

14.1 When we refer to “in writing” in these Terms, this includes email.

14.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

14.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

14.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

15. GENERAL

15.1 Assignation and transfer

(a) We may assign or transfer our rights and obligations under the Contract to another entity.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

15.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

15.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

15.4 Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.

15.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

15.6 Governing law and jurisdiction. The Contract is governed by Scots law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Scottish courts.

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