Elemental Verify Terms and Conditions

1. Introduction

Elemental CoSec Limited (“ECS”) provides the Elemental Verify identity verification service (the “Service”). These terms and conditions govern the Service provided by ECS.

Your attention is brought to the limitations of liability in paragraph 17 below. Please read this carefully and ensure that you understand and accept this provision.

These terms are intended to apply to all present and future dealings you have with ECS including using the Service for the purpose of reverifying an Individual identity. To the extent that we provide any services to you not related to the Service, these will be governed by our standard terms and conditions which may be found here.

These terms were last updated on 25 March 2025.

2. Definitions

In these terms and conditions, the following terms shall bear their ascribed meaning:

“ACSP” means authorised corporate service provider as defined in section 1098A of the CA;

“CA” means the Companies Act 2006;

“Client” has the meaning given to it in paragraph 3 below.

“ECCTA” means the Economic Crime and Corporate Transparency Act 2023;

“Guidance” means Companies House Guidance titled ‘How to meet Companies House identity verification standard’ available here: https://www.gov.uk/guidance/how-to-meet-companies-house-identity-verification-standard

“Identity Verification” means the process of confirming that a person is who they claim to be as required by the CA as amended by ECCTA;

“Individual” means a person that is undertaking Identity Verification by ECS as part of the Service;

“Instructing Party” means the person providing the instruction to ECS, whether or not they are the same person as the Client or an agent, employee or officer acting on behalf of the Client;

“Instructions” means the details provided by the Instructing Party to ECS whether through the website of ECS, the software platform of ECS, by email, phone or by any other means and as may be updated from time to time;

“Rules” means the Registrar’s (Identity Verification by Authorised Corporate Service Providers) Rules 2025;

“Service” means the service of identity verification as set out in section 3 below.

“Verification Regulations” means the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025.

“you” means the Client.

Terms defined in our standard terms and conditions, the CA, ECCTA, the Rules and the Verification Regulations will bear the same meaning in these terms and conditions unless the context otherwise requires.

3. The Client, the Instructing Party and the Individual

Our Client shall be the person (whether a corporate entity, natural person or other person) whom we are requested to invoice for the Service or whose details are provided to us as the Client.

The Instructing Party is the person (whether a corporate entity, natural person or other person) who provides instructions to ECS whether online, via email or in any other manner.

The Client, the Instructing Party and the Individual may all be the same person or they may be different persons.

If the Instructing Party is an agent of the Client, then by completing the Instructions the Instructing Party confirms that they have full authority to bind the Client to these terms and conditions. The Instructing Party agrees that ECS does not owe it any duty relating to the Service. All obligations of ECS are only owed to the Client.

4. The Service

The Service is the process by which Identity Verification is achieved and involves ECS using the Guidance, the Rules and the Verification Regulations to achieve Identity Verification to its sole satisfaction. Upon completion of Identity Verification the registrar is obliged to allocate a unique identifier to any individual whose identity is verified.

The Service is provided by ECS to the Client and for the benefit of the Client.

5. Accuracy of all information provided

The Client understands and accepts that we are reliant on the provision of the required information including the Instructions, the required evidence, the required personal information and the required contact information as defined by the Guidance, the Rules and the Verification Regulations to complete Identity Verification. Each Individual will be asked to confirm that the information provided to ECS is true, complete and not misleading in any material respect.

6. No Guarantee of Identity Verification

ECS is an ACSP and as such can deliver verification statements to the registrar. It is the responsibility of the Client and each Individual to provide all information that is required to complete Identity Verification. If ECS is not satisfied (solely in its view) that Identity Verification has been achieved, ECS shall refuse to deliver a verification statement to the registrar.

In such event, ECS fees shall not be refunded and no liability shall be incurred.

7. Confidentiality

Other than as may be required by law (including under the Verification Regulations, the Rules and the Guidance) or as considered reasonable by ECS to assist government and/or law enforcement agencies or as otherwise set out in these terms and conditions, both ECS and you, as applicable (the Receiving Party) shall keep in strict confidence all technical or commercial know-how, all information relating to the Identity Verification process, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party, its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business or its products or its services which the Receiving Party may obtain. To the extent that any information is publicly available through no fault of the Receiving Party this clause shall not apply.

8. Basis of charging

All fees are exclusive of VAT (if applicable). Our rates are normally reviewed annually, with effect from April in any year although we do reserve the right to review our fees at any time. Our VAT number is GB 144277902.

9. Billing

ECS shall generally issue an initial invoice for our services at commencement of the Services. ECS reserves the right not to commence any work until this initial invoice is settled in full. If work is commenced prior to this being settled, ECS reserves the right to suspend work until this is settled.

If any further fees are incurred, ECS shall issue an invoice for the balance of the fees which shall be immediately due. ECS may refuse to deliver a verification statement to the registrar until all fees are paid in full.

ECS may charge interest on any outstanding amount from the date of the invoice at 4% per annum above the NatWest Bank’s prevailing base rate from time to time. ECS fees and disbursements will be payable by you regardless of the outcome of the matter on which we have been instructed. Should a third party agree to pay the ECS fees but fail to do so, you will nevertheless be responsible for discharging them.

10. Storage, retrieval and use of documents and information

ECS does not offer storage of physical documents and you confirm and agree that we are not obliged to store physical documents on your behalf. ECS may destroy any document you send.

ECS is required to keep copies of the documents you provide to verify your identity for seven years and you acknowledge that these documents cannot be returned or destroyed during this period.

For the purposes of best practice and compliance with relevant financial and other regulatory requirements, you agree that ECS may disclose to appropriate third parties your files, papers and documents for review and audit purposes. ECS will take reasonable steps to ensure that confidentiality is maintained.

11. Connected companies

If you are a company within a group of companies, these terms also apply to any of your holding, subsidiary or associated undertakings for whom ECS accept instructions, whether ECS receives those instructions directly or from you. If you instruct ECS to represent a subsidiary or associated company, ECS’s duty of care is only owed to that subsidiary or associated company for as long as you or your holding company retain a significant interest in it.

12. Copyright

ECS retains the entire copyright and all other rights in all documents provided to the Instructing Party, the Client, the Individual or any other person.

13. Giving us your instructions

For ECS effectively to service your requirements, it is important that you disclose all relevant information to ECS fully, accurately and promptly.

14. Communications with you

ECS checks communications with anti-virus software, but cannot guarantee that transmissions will be free from infection and recommends that you also use your own anti-virus software.

ECS operates a firewall and automatic spam filter. These may block a small number of genuine emails so that they do not reach their intended recipient at ECS. In such circumstances ECS will not be liable for any loss, damage, costs, interest or expenses (“Loss”) you may incur directly or indirectly as a result.

You agree that, to ensure regulatory compliance and for the protection of ECS’s clients and its business, ECS may monitor and read emails and attachments sent to and from its servers.

15. Compliance with ECCTA

It is the responsibility of the Client and each Individual to ensure compliance with the provisions of ECCTA and ECS accepts no liability in this regard.

16. Delay or refusal of Identity Verification

It is the responsibility of each Individual to ensure that their identity is verified within all applicable timeframes. ECS gives no warranty regarding the time it will take to complete Identity Verification and accepts no liability for an Individual failing to complete Identity Verification within the required timeframes.

In certain circumstances Companies House may request re-verification of an identity under ECCTA or the Verification Regulations. Any such re-verification would be a separate service and not covered under the fees for the original verification.

17. Limitation of Liability

Without prejudice to the other terms, in no event will ECS be liable for any indirect or consequential loss. Further ECS will not be liable for any loss of goodwill, loss of business, loss of anticipated profits or savings or any pure economic loss, even if such losses are direct losses.

ECS will be liable to the Client for costs of rectifying mistakes and/or errors made by ECS and any fines or penalties levied on you as a result of our negligence.

ECS accepts no liability to the Individual or the Instructing Party, to the extent that they are different persons to the Client.

ECS accepts no liability in respect of any losses suffered by third parties including any legal entities of which an Individual, a Client or an Instructing Party is a director, a relevant officer or person with significant control.

In any event, ECS’s total liability to the Client for any loss shall not exceed £1,000.

The parties accept and agree that the fees agreed by ECS are substantively based on the limitations of liability included within these terms and conditions unless otherwise expressly agreed and, given this, the parties agree that these limitations of liability are fair and reasonable in the circumstances.

Nothing in these terms and conditions shall exclude loss for death or personal injury or any liability we may have for loss caused by fraud, fraudulent misrepresentation or reckless disregard of its duties, or any other loss that the law prohibits us from excluding.

Save in the case of fraud or wilful misconduct carried out by us or our employees, ECS shall not be responsible for any unauthorised access or loss of personal data held by us that was provided by an Initiator or an Applicant, including without limitation, the alteration, deletion or theft of data.

18. Exclusion of third party rights

Except where expressly specified, nothing in these terms and conditions or in any other agreement or arrangement between us will confer any rights or other benefits on any third parties, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19. Use of Name and Logo

The Client hereby grant ECS a royalty free licence for and consent to the use of the Client’s name and/or logo in our marketing materials to describe you as a client of ECS. The Client may withdraw this consent and licence at any time, but this shall not impact the use of the Client’s name and/or logo in any previous marketing materials.

20. Data Protection

As part of this service, we will collect personal data. This collection and processing of personal data shall be subject to our Privacy Notice.

21. More Information

We aim to provide a high quality service in every respect. However, if for any reason you are not satisfied with the work which we do for you, and remain unsatisfied after discussing it further, please refer to our complaints handling policy.

22. Governing law

Your relationship with ECS (and any claim, dispute or matter arising under or in connection with it) will be exclusively governed by and construed in accordance with the laws of England and Wales. You irrevocably agree that the English courts will have exclusive jurisdiction over any claim, dispute or matter arising from or in connection with your relationship with ECS and/or the enforceability of these terms and conditions, save that ECS has the right, at its sole and absolute discretion, to commence and pursue proceedings in any alternative competent jurisdiction(s).