ROE Terms and Conditions
1. Introduction
Elemental CoSec Limited (“ECS”) aims to provide a high quality service. These terms and conditions govern services to be provided by ECS to you in relation to the ROE (the “Services”).
Your attention is brought to the limitations of liability in paragraph 18 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 filing an update statement and your new or continuing instructions will amount to your acceptance of these terms. To the extent that we provide any services to you not related to the ROE, these will be governed by our standard terms and conditions which may be found here
These terms were last updated on 22 December 2023.
2. Definitions
In these terms and conditions, the following terms shall bear their ascribed meaning:
“ECTEA” means the Economic Crime (Transparency and Enforcement) Act 2022;
“Registration” means the registration of an overseas entity on the ROE under Part One of ECTEA;
“ROE” means the UK Register of Overseas Entities maintained by the registrar of companies for England and Wales pursuant to ECTEA and all subsidiary legislation enacted from time to time;
“Verification” means the verification of information relating to an overseas entity for submission to the ROE pursuant to Part Two of the Verification Regulations;
“Verification Regulations” means the Register of Overseas Entities (Verification and Provision of Information) Regulations 2022.
Terms defined in our standard terms and conditions, ECTEA and the Verification Regulations will bear the same meaning in these terms and conditions unless the context otherwise requires.
3. Accuracy of all information provided
You understand and accept that we are reliant on you for the provision of all information in relation to the overseas entity, its beneficial owners, managing officers and any trusts. You warrant that all the information provided to ECS is true, complete and not misleading in any material respect. You further agree to indemnify ECS for any loss it may suffer as a result of a breach of this warranty.
4. No Guarantee of Verification or Registration
ECS is a relevant person as defined by the Verification Regulations and as such can verify information for the purposes of the ROE. It is the responsibility of the overseas entity to provide all information that is required to verify the relevant information. If ECS is not satisfied (solely in its view) that the required information has been provided to verify the relevant information, ECS shall refuse to verify the information or to complete a Registration application or file an update statement.
In such event, ECS fees shall not be refunded and no liability shall be incurred.
5. Confidentiality
Other than as may be required by law 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 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 on the ROE or otherwise comes into the public domain, through no fault of the Receiving Party, this clause shall not apply.
6. 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.
7. Disbursements
Out-of-pocket costs incurred by the firm on your behalf will be invoiced to you as they are incurred. These may include Company Registry fees, search fees and any related fees that we may incur as part of the verification process. VAT (if applicable) will be added to disbursements.
8. 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 apply for Registration or to submit an update statement 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.
9. 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 under ECTEA to maintain all records submitted as part of Verification for at least five 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.
10. 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.
11. The client
You will be our only client on any matter on which you instruct ECS, unless agreed otherwise. Advice that ECS gives on any matter is given solely in relation to that particular matter. It is not to be relied on in any other matter, nor to be disclosed to any third party without ECS’s prior written consent.
12. Copyright
ECS retains the entire copyright and all other rights in all documents provided to you. You are granted a non-exclusive licence to use such documents for the matter for which they are provided but not otherwise.
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.
You accept that the nature of our business inevitably means that ECS will be providing services to other clients who operate in your industry. ECS will not under any circumstances pass on to you confidential information which it may receive from another client which may be of commercial or other interest to you. ECS will of course observe similar confidentiality in relation to any confidential information received from you.
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 ECTEA
It is the responsibility of the overseas entity to ensure that it fully complies with the provisions of ECTEA and ECS accepts no liability in this regard.
If ECS is asked to support with identifying the beneficial owners of the overseas entity and/or with the notices required under s12 ECTEA, then this shall purely be on an advisory basis. The overseas entity shall retain full responsibility for complying with ECTEA.
16. Delay or refusal of Registration
It is the responsibility of the overseas entity to ensure that it is registered on the ROE within all applicable timeframes and completes the update statement during the relevant update period. ECS gives no warranty regarding the time it will take to complete the Verification, the Registration or the update statement process and accepts no liability for the overseas entity failing to complete this within the required timeframes.
A submission of an application for Registration does not guarantee Registration on the ROE. A submission of an update statement does not guarantee acceptance of that statement by the registrar of companies of England & Wales. It is the decision of the register of companies of England & Wales as to whether a Registration application is successful.
17. Updating Duty
It is the responsibility of the overseas entity to ensure that the requirement to update the information provided to the Registrar of Companies is completed on time and in accordance with all requirements of ECTEA. We do not accept any liability for any late filing of an update statement or failure to disclose any relevant updates.
18. 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 you 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.
For the avoidance of doubt, ECS is only responsible to its client and accepts no liability in respect of any losses suffered by your shareholders or other stakeholders.
In any event, ECS’s total liability to you for any loss shall not exceed the greater of (i) twice the aggregate of the fees due to ECS from you over the previous 12 month period or (ii) £10,000.
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 of your or any connected person’s user account or to any data held by us that was provided by you, including without limitation, the alteration, deletion or theft of data.
19. Exclusion of third party rights
Except where expressly specified in any engagement letter or a specific matter, 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.
20. Use of Name and Logo
Unless you instruct us otherwise in writing, you hereby grant ECS a royalty free licence for and consent to the use of your name and/or logo in our marketing materials to describe you as a client of ECS. You may withdraw this consent and licence at any time, but this shall not impact the use of your name and/or logo in any previous marketing materials.
21. Data Protection
As part of this service, we will collect personal data on various persons connected to the Overseas Entity, including in relation to the beneficial owners or managing officers. This collection and processing of personal data shall be subject to our Privacy Notice.
22. 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.
23. 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).
