PART A — GENERAL TERMS AND CONDITIONS#

These General Terms and Conditions, together with the Specific Terms and Conditions in Part B, the Acceptable Use Policy in Part C, and the Payroll Bureau Terms in Part D (where applicable), govern:

your use of this website and its contents;
your use of any information we provide via telephone, text message, email, online chat, blogs or social media;
any goods or services supplied by us; and
any goods or services supplied by a third party via a link or referral from our website or social media pages.

These Terms incorporate by reference our Privacy Policy and Cookie Policy, both available on the Website, which form part of the agreement between us.

If you do not agree to be bound by these Terms and Conditions in their entirety, you must discontinue use of this Website immediately and must not purchase any products or services from us.

We are:Smart Registrations Limited, a company incorporated in England and Wales (Company No. 12123095), whose registered office is at 27 Old Gloucester Street, London WC1N 3AX. We operate the website www.1stchoice-formations.co.uk trading as Smart Formations. Our VAT number is 328 3839 76.

1. Definitions and Interpretation#

In these Terms and Conditions the following expressions have the following meanings:

Acceptable Use Policy:means the policy set out in Part C of this document.

ACSP:means Authorised Corporate Service Provider, being a person or entity registered with Companies House under the Economic Crime and Corporate Transparency Act 2023 as authorised to verify the identity of individuals for company registration purposes.

Authentication Code:means the Companies House authentication code for a Corporate Entity, required to enable us to file documents and carry out annual monitoring on behalf of that Corporate Entity.

Authorised Processor:means any third party appointed by us to process data or carry out operational functions on our behalf, including any member of our corporate group and any outsourced service provider operating under a written data processing agreement with us.

Beneficial Owner:means any individual who ultimately owns or controls more than 25% of the shares or voting rights in a Corporate Entity, or who otherwise exercises control over it, as defined in regulation 5 of the MLR 2017.

Business Hours:means 9:00 am to 5:00 pm United Kingdom time (GMT or BST as applicable) on any Working Day.

CDD:means Customer Due Diligence as required by regulations 27 to 38 of the MLR 2017.

Content:means any text, graphics, images, audio, video, software, data compilations and any other form of information appearing on or forming part of the Website, our blogs and our social media pages.

Corporate Entity:means a company incorporated in the United Kingdom under the Companies Act 2006 (as amended), or a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000 (as amended).

Customer:means any individual, company, partnership or other legal person to whom we supply goods or services, whether on a continuing or one-off basis. Unless otherwise agreed in writing, no natural person shall be our Customer in respect of company formation or address services — such services are supplied to the Corporate Entity concerned.

DAML:means a Defence Against Money Laundering consent request submitted to the NCA pursuant to section 335 of POCA 2002.

Data Protection Legislation:means the UK GDPR as defined in the Data Protection Act 2018, the Data Protection Act 2018 itself, and any successor legislation, together with all applicable guidance and codes of practice issued by the Information Commissioner's Office.

EDD:means Enhanced Due Diligence as required by regulations 33 to 35 of the MLR 2017.

General Terms and Conditions:means the terms set out in Part A of this document.

Intermediary:means a supervised Professional Agent who purchases our Services as principal for the benefit of an end client, as further described in section S14.

MLR 2017:means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended from time to time.

MLRO:means the Money Laundering Reporting Officer appointed by Smart Registrations Limited in accordance with the MLR 2017, with responsibility for receiving internal SAR disclosures and submitting SARs to the NCA where required.

NCA:means the National Crime Agency, including the United Kingdom Financial Intelligence Unit (UKFIU) which sits within it and to which Suspicious Activity Reports are submitted.

Official Post:means post received from His Majesty's Revenue and Customs (HMRC), Companies House, Government Gateway, Department for Work and Pensions (DWP), the Office for National Statistics, the Information Commissioner's Office (ICO), His Majesty's Courts and Tribunals Service, and the Intellectual Property Office.

Overseas Agent:means a third party based outside the United Kingdom who introduces clients to our Services but who is not subject to UK AML supervision, as further described in section S14.

Payroll Bureau Service:means the payroll bureau and related compliance support services provided by Smart Registrations Limited trading as Rpay, as further described in Part D.

PEP:means a Politically Exposed Person as defined in regulation 35(12) of the MLR 2017, being an individual who is or has been entrusted with a prominent public function, together with their family members and known close associates.

POCA 2002:means the Proceeds of Crime Act 2002, as amended by the Criminal Finances Act 2017 and any subsequent legislation.

Professional Agent:means a third party who acts for or advises clients in financial, commercial or legal matters, including solicitors, accountants and bookkeepers, and who purchases our Services on behalf of those clients.

Renewal Date:means the date on which a renewable Service will automatically renew, being the anniversary of the date on which the last payment was due in respect of that Service, provided no termination notice has been received.

Restricted Industry:means any of the following:

(a)digital assets, cryptocurrencies, NFTs and related businesses

(b)currency exchange and money transmission services

(c)gambling, betting and lotteries

(d)unlicensed money remittance or payment processing

(e)unregulated banking or deposit-taking

(f)escort, adult entertainment or sexual services

(g)weaponry, firearms, ammunition and defence contracting

(h)unregulated investment schemes or collective investment vehicles

(i)cannabis, CBD and controlled substances

(j)precious metals, gemstones and jewellery dealing

(k)endangered wildlife and related products

(l)political lobbying or political party funding

(m)illegal, unlicensed or counterfeit pharmaceuticals

(n)art, antiques and high-value goods dealing

(o)shell companies with no genuine business activity

(p)any business operating without required licences or regulatory authorisations; or

(q)any other business that we determine, acting reasonably and in accordance with our internal risk assessment policies, to present unacceptable AML, reputational or regulatory risk.

Restricted Jurisdiction:means any jurisdiction which we determine, acting reasonably and in accordance with our internal risk assessment policies, to be too high risk for the purposes of our AML risk assessment, including without limitation all jurisdictions listed on the Financial Action Task Force (FATF) black and grey lists from time to time.

Rpay:means Smart Registrations Limited trading as Rpay in respect of the Payroll Bureau Service.

SAR:means a Suspicious Activity Report submitted to the NCA pursuant to the obligations described in clause 14A.

Service:means collectively any online facilities, tools, services or information that we make available through the Website, blogs and social media pages, now or in the future.

Specific Terms and Conditions:means the terms applicable to particular products and services set out in Part B. In the event of any conflict, Specific Terms and Conditions take priority over these General Terms and Conditions.

TCSP:means Trust or Company Service Provider, being a person or entity that provides company formation, registered office, directorship or related services as defined under the MLR 2017.

We / Us / Our:means Smart Registrations Limited, trading as Smart Formations (and where applicable as Rpay in respect of payroll services).

Website:means www.1stchoice-formations.co.uk and any sub-domains of that site, unless such sub-domains have their own separate terms and conditions.

Working Day:means Monday to Friday, excluding public holidays in England and Wales.

2. Acceptance of Terms#

2.1By using our Website and/or purchasing any products or services, you confirm that you accept and agree to comply with these Terms and Conditions, our Privacy Policy, Cookie Policy, and Acceptable Use Policy.

2.2By completing the checkout process and confirming your order (including ticking the Terms and Conditions acceptance checkbox), you confirm that you have read, understood and agreed to these Terms and Conditions in the version current at the date of your order. A record of your acceptance, including the version accepted and the date of acceptance, is stored on our systems.

2.3Our Services are intended for business customers only. By placing an order you confirm that you are acting in the course of a business or with the intention of forming or operating a business. Where a contract is entered into prior to incorporation, you acknowledge that you are contracting in a business capacity and not as a consumer. We do not supply our Services to consumers. If you are a consumer you must not purchase from us and should seek alternative services appropriate to your needs.

2.4Our Services are not available where the end user is a Scottish Limited Partnership, or where the Corporate Entity operates or intends to operate in or in connection with a Restricted Industry or a Restricted Jurisdiction. Any order placed in breach of this clause will be cancelled and fees refunded, subject to an administration charge of £9.99 plus VAT where the cancellation arises from a connection to a Restricted Jurisdiction.

2.5You acknowledge that the limitations of liability set out in clause 8 are reasonable. You confirm that you have considered whether to obtain your own business insurance to cover risks that fall outside those limitations, and that you accept those limitations as a condition of obtaining our Services at the prices we charge.

3. Intellectual Property#

3.1The copyright and all other intellectual property rights in all Content on the Website, our blogs and social media pages (unless uploaded by users) is owned by Smart Registrations Limited, our affiliates or relevant third parties. By using the Website you acknowledge that such material is protected by applicable United Kingdom and international intellectual property laws.

3.2All intellectual property rights in or arising out of or in connection with the Services — including our online portal, SmartDocustore system, account management system, payroll systems, templates, reports, and any associated software — shall be owned by us. You are granted a limited, personal, non-exclusive, non-transferable, non-sublicensable licence to access and use those systems solely for the purpose of receiving the Services during the term of your subscription. No other rights are granted. You may not reproduce our materials commercially, reverse engineer our systems, or scrape or harvest data from our Website or platforms.

3.3Subject to clause 3.4, you may not reproduce, copy, distribute, store or otherwise re-use any Content without our prior written consent. You must not conduct, facilitate, authorise or permit any automated data extraction, scraping, mining or similar activity in relation to our Website or Services. This constitutes an express reservation of our rights for the purposes of any applicable copyright or database protection legislation.

3.4You may view and temporarily store Content in your browser cache. You may print a single copy for personal, non-commercial review purposes only.

3.5All information and documents you submit to us in connection with our Services remain your property. You grant us a limited, non-exclusive licence to use such information solely for the purpose of providing the Services to you.

3.6When you upload or post content to our Website, you grant us a worldwide, non-exclusive, royalty-free licence to use, store, copy and display that content in connection with the Services and to promote the Website.

4. Links to Other Websites#

4.1The Website, our blogs and social media pages may contain links to third-party websites. Unless expressly stated, those websites are not under our control. We accept no responsibility for their content and disclaim all liability for any loss or damage arising from your use of them. The inclusion of any link does not constitute an endorsement by us.

4.2If you wish to link to our Website you may do so only to the homepage at www.1stchoice-formations.co.uk without prior permission. Deep links require our prior written consent. Please contact us at admin@1stchoice-formations.co.uk for permission. You must not frame our Website within another website.

5. Privacy and Data Protection#

5.1Use of the Website is governed by our Privacy Policy, available on the Website. We take your privacy seriously and will process your personal data in accordance with the Data Protection Legislation and our Privacy Policy.

5.2We will not sell or transfer your personal data to any third party for their own marketing purposes without your prior consent.

5.3Where you provide us with personal data relating to a third party, you confirm that you have obtained all necessary consents from that third party and have brought our Privacy Policy to their attention. You agree to indemnify us against all liabilities, penalties, fines, damages and costs arising from your failure to comply with this obligation.

5.45.4 Agent and Processor Arrangements

5.4.1Where you submit an application on behalf of a third party, both parties acknowledge that for the purposes of the Data Protection Legislation you are the data controller in respect of data relating to your clients, and we act as data processor in processing that data to provide our Services.

5.4.2Notwithstanding clause 5.4.1, where we provide ongoing services directly to your customer, each of us acts as an independent data controller in respect of that ongoing relationship.

5.4.3You confirm that you have all required consents and lawful bases in place to enable lawful transfer of personal data to us for the duration of this agreement, and you will provide us with evidence of your compliance on request.

5.4.4As data processor we process the following categories of personal data for company formation and address service purposes: full name; residential addresses (current and previous); date of birth; place of birth; telephone number; email address; mother's maiden name; father's forename; passport number; national insurance number.

5.4.5The purposes for which we process that data are:

(a)to submit information to Companies House to incorporate or update a company; and

(b)to conduct CDD and due diligence checks as required by the MLR 2017.

5.4.6In processing personal data on your behalf we will:

(a)act only on your documented instructions unless otherwise required by law

(b)maintain appropriate technical and organisational security measures

(c)ensure all personnel with access to personal data are bound by obligations of confidentiality

(d)not engage any sub-processor without your prior consent, save that your acceptance of these Terms constitutes consent to the Authorised Processors listed in our Privacy Policy; and

(e)notify you promptly of any personal data breach, save where such notification is prohibited by law including under POCA 2002.

5.55.5 International Data Transfers

5.5.1Smart Registrations Limited operates as part of an international corporate group. In providing our Services, personal data may be processed by members of our group of companies outside the United Kingdom. Where personal data is transferred outside the UK, we will ensure such transfers are made subject to appropriate safeguards in accordance with the Data Protection Legislation, including where applicable an International Data Transfer Agreement (IDTA) or a UK Addendum to the EU Standard Contractual Clauses approved under section 119A of the Data Protection Act 2018.

5.5.2We will not transfer personal data to any unaffiliated third party outside the UK without either

(a)your prior written consent,

(b)a legal obligation requiring us to do so, or

(c)appropriate transfer safeguards being in place. For further details please contact us at admin@1stchoice-formations.co.uk.

5.5.3You acknowledge that we may be required to disclose personal data to the NCA, HMRC, Companies House, the London Borough of Camden, or other regulatory or law enforcement authorities in the exercise of their statutory powers. Such disclosure will be made in accordance with our legal obligations and our Privacy Policy and does not require your prior consent where disclosure is required or permitted by law.

6. Cookies#

6.1Our Website uses cookies. By using our Website you will encounter our cookie consent tool, which allows you to accept or decline non-essential cookies. Essential cookies necessary for the operation of the Website are placed automatically.

6.2Full details of the cookies we use, their purposes and how to manage them are set out in our Cookie Policy, available on the Website.

7. Disclaimers and Website Availability#

7.1We warrant that all Services will correspond with their description on the Website and will be provided with reasonable skill and care. Save as set out in this clause, no other warranty, express or implied, is given in relation to the Website, its Content or the Services.

7.2No Content on the Website, our blogs or social media pages constitutes legal, financial, accounting or other professional advice. You must not rely on any Content when making decisions without first obtaining appropriate independent professional advice. Use of our Website does not create a solicitor-client relationship or any other fiduciary duty. You acknowledge that any decisions taken based on Content are taken entirely at your own risk.

7.3We make no warranty that the Website will be uninterrupted, error-free, free of viruses, or meet your specific requirements.

7.4The Website and Services are provided on an 'as is' and 'as available' basis. We accept no liability for any disruption or unavailability resulting from causes outside our reasonable control.

7.5We reserve the right to withdraw, suspend or amend the Website or any Services without notice where required by law or regulation, or where continuing to provide them would adversely increase our compliance risk. Where you have paid in advance for Services we are withdrawing for these reasons, you shall be entitled to a proportionate refund.

7.6We shall not be liable for any failure, delay or error in the provision of the Services arising from the systems, acts or omissions of third parties, including but not limited to Companies House, His Majesty's Revenue and Customs, payment providers, identity verification providers, electronic filing providers, software providers or telecommunications networks. Where such failure, delay or error occurs we will use reasonable endeavours to minimise its impact and to keep you informed, but we accept no liability for any resulting loss or damage of any nature.

8. Limitation of LiabilityImportant clause#

8.1Nothing in these Terms excludes or restricts our liability for:

(a)death or personal injury caused by our negligence

(b)fraud or fraudulent misrepresentation

(c)breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or

(d)any other liability that cannot be excluded or limited by law.

8.2Subject to clause 8.1, our total aggregate liability to you in respect of all claims arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by you to us (excluding Companies House filing fees and postage) in the twelve months preceding the event giving rise to the claim, and shall be limited to direct losses only.

8.3The liability cap in clause 8.2 applies equally to the Payroll Bureau Service. Our total aggregate liability in respect of the Payroll Bureau Service shall not exceed the total payroll bureau fees paid by you in the twelve months preceding the event giving rise to the claim, and shall be limited to direct losses only.

8.4Subject to clause 8.1, we shall not be liable for any indirect or consequential loss, including but not limited to loss of profit, loss of revenue, loss of business opportunity, loss of goodwill or loss of anticipated savings, whether arising in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such loss.

8.5We exclude all implied conditions, warranties, representations or other terms to the fullest extent permitted by law.

8.6The limitations of liability in this clause reflect the competitive pricing at which we are able to offer the Services. You acknowledge that you have read and understood these limitations, that you have had the opportunity to obtain your own business insurance to cover risks that fall outside these limitations, and that you accept these limitations as reasonable in the context of the Services provided and the fees charged. You acknowledge that a court considering the reasonableness of these limitations under the Unfair Contract Terms Act 1977 would take into account the matters set out in this clause.

8.7Throughout the provision of the Services you may be presented with further caveats, disclaimers and assumptions. These shall be binding on you and we shall have no liability in respect of losses arising from your failure to read them.

8.8You agree to take all reasonable steps to mitigate any loss or damage you may suffer arising out of or in connection with the Services or these Terms. We shall not be liable for any element of a loss that could have been avoided or reduced by the taking of reasonable mitigating steps.

8.9Any claim arising out of or in connection with the Services or these Terms must be brought within 12 months of the date on which the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, failing which it shall be deemed waived and absolutely barred.

9. Confidentiality#

9.1Each party undertakes to keep confidential all confidential information of the other party obtained in connection with these Terms and not to disclose it to any third party without prior written consent, save as permitted below.

9.2Either party may disclose confidential information:

(a)to its employees, officers, contractors, subcontractors or advisers who need to know it for the purposes of these Terms, provided those persons are bound by equivalent confidentiality obligations; and

(b)as required by law, a court of competent jurisdiction, or any governmental or regulatory authority including the NCA, HMRC, Companies House, and the London Borough of Camden.

9.3Neither party shall use the other's confidential information for any purpose other than to perform its obligations under these Terms.

9.4The obligations in this clause continue for two years following termination or expiry of the relevant Service.

10. Force Majeure#

10.1We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from any cause beyond our reasonable control, including power failure, internet service provider failure, HMRC system outages, industrial action, civil unrest, fire, flood, storms, earthquakes, pandemic, acts of terrorism, acts of war, communications failure, computer system failure, software provider failure, telecommunications disruption, cyber incidents, or governmental action. This clause does not apply to increases in Companies House fees, which are addressed in clause S1.5.

10.2We will notify you as soon as reasonably practicable if a force majeure event occurs. If the event continues for more than 20 Working Days, either party may cancel the affected Services by written notice. You will be entitled to a full refund of fees paid for Services we are unable to supply from the date of cancellation. Where part of the Services have been provided, you remain liable for payment in respect of that part.

11. Your Account#

11.1Our Website allows you to create an account for the administration of your companies and access to Services. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity carried out under your account. You must not disclose your account information to any third party.

11.2You must notify us immediately of any unauthorised use of your account or any other breach of security by emailing admin@1stchoice-formations.co.uk. We will not be liable for any loss arising from unauthorised use where you have failed to notify us promptly.

11.3You agree to indemnify us against any loss, damage or cost arising from any unauthorised use of your account.

11.4You must ensure that all persons who access our Website through your internet connection are aware of and comply with these Terms and Conditions.

11.5If you cancel or fail to renew your registered office subscription, documents held in your portal will be retained for 3 calendar months following the end of the subscription. Thereafter they will be permanently deleted. It is your responsibility to download and retain any documents you require before that period expires.

12. Suspension and Termination of AccessImportant clause#

12.1We may suspend or terminate your access to the Website and Services immediately and without notice where:

(a)you are in material breach of these Terms and Conditions

(b)we are required to do so by law, regulation or a regulatory authority

(c)we have reasonable grounds to suspect fraudulent, illegal or unethical activity associated with your account

(d)you operate in, are, or may be connected with, a Restricted Industry or Restricted Jurisdiction

(e)in our reasonable opinion, based on objective factors, continued association with you presents a material reputational or regulatory risk to us

(f)you fail to comply with our AML, CDD, KYC or identity verification requirements

(g)you become or are likely to become insolvent, have a receiver or administrator appointed, enter into any arrangement with creditors, or cease or threaten to cease to carry on business

(h)you fail to maintain an active payment card on file with adequate funds

(i)misleading or false information has been provided to us; or

(j)we are required to act pursuant to our obligations under POCA 2002 or the MLR 2017, including where a SAR has been submitted or a DAML consent request is pending.

12.2We may also terminate any Service on 30 calendar days' written notice where we withdraw that Service generally or where continuing to provide it would adversely increase our compliance risk. Where fees have been paid in advance, you will be entitled to a proportionate refund for the unexpired period.

12.3Where suspension or termination is not caused by any of the grounds in clause 12.1, we will endeavour to provide 30 days' written notice and will take reasonable steps to assist you in retrieving your data before access is removed.

12.4You may terminate any annual Service by giving us 30 calendar days' written notice. You will not be entitled to any refund of fees paid in advance upon exercising this right.

12.5You acknowledge and agree that where suspension or termination arises pursuant to clause 12.1(j), we will be unable to provide any explanation for our actions. This does not give you any right to claim damages or treat the contract as repudiated. See clause 14A for further provisions relating to SAR obligations.

12.6Termination of these Terms does not affect accrued rights and obligations. Clauses 3, 5, 8, 9, 14, 14A and 19 survive termination.

13. Changes to These Terms and Conditions#

13.1We reserve the right to update or amend these Terms and Conditions at any time. Where we make a material change, we will notify you by email at least 30 days before the change takes effect. Your continued use of the Website or Services after the effective date constitutes acceptance of the revised Terms.

13.2It is your responsibility to check these Terms each time you place an order to ensure you are aware of any changes.

14. Money Laundering, TCSP Status, ACSP Status, CDD and Identity VerificationImportant clause#

14.1Smart Registrations Limited is a registered Trust or Company Service Provider (TCSP) supervised by His Majesty's Revenue and Customs under the MLR 2017. As a TCSP we are subject to ongoing HMRC supervision and are required to maintain robust anti-money laundering and counter-terrorist financing controls in respect of all company formation, registered office and related services we provide. In accordance with regulation 18 of the MLR 2017, Smart Registrations Limited maintains a written business-wide risk assessment which is reviewed at least annually. Client-level risk assessments are conducted as part of our onboarding and ongoing monitoring procedures. We also maintain written anti-money laundering policies, controls and procedures in accordance with regulation 19 of the MLR 2017. Our acceptance of any order is subject to those policies and procedures, which may be updated from time to time. By placing an order you agree to cooperate fully with our AML policies and procedures.

14.2Smart Registrations Limited is also registered as an Authorised Corporate Service Provider (ACSP) with Companies House, authorising us to verify the identity of individuals for company registration purposes under the Economic Crime and Corporate Transparency Act 2023. Our ACSP status means that identity verification carried out by us satisfies the verification requirements imposed on companies and their officers under that Act.

14.3By accepting these Terms you authorise us to carry out Customer Due Diligence (CDD) checks, which may include a digital identity verification search with Equifax, Credas, Creditsafe or a similar credit reference or fraud prevention agency. Such searches may be recorded on your credit file and a record will be retained by us.

14.4We may carry out additional CDD checks at any point during our relationship with you where required by the MLR 2017, including where we become aware of any change in your circumstances, where a transaction or instruction appears unusual or inconsistent with your stated business purpose, or where we otherwise consider it appropriate to re-verify your identity or reassess the nature of your business. You must cooperate fully with any such request within the timescale specified. Failure to do so may result in suspension or termination of Services without refund.

14.5If we are unable to verify your identity electronically, we will require certified copies of original identity and address documents. Failure to provide satisfactory documentation within the timescales we specify will result in cancellation of your order or termination of your Service without refund.

14.6We may, at our absolute discretion, require you to complete a questionnaire detailing the nature of your business and the reason for your relationship with us, particularly where the purpose of forming a UK company is not self-evident from the information provided. You must respond promptly and fully to any such request. If we do not receive a satisfactory response within the timescale specified, we reserve the right to decline the order or terminate the Service without refund. You must notify us promptly if any information previously provided changes.

14.7You must disclose to us any material information about your business, its activities, its ownership structure, or the purpose of any Services you are requesting, that may be relevant to our assessment of the risk of providing those Services to you. This obligation is continuing — you must notify us promptly of any material change in circumstances throughout our relationship.

14.8For all Corporate Entity clients, we are required to identify and verify the identity of all Beneficial Owners in accordance with regulation 28 of the MLR 2017. You must provide accurate and complete beneficial ownership information upon request and notify us promptly of any change in beneficial ownership structure. Failure to provide this information may result in suspension or termination of Services without refund.

14.9We apply Enhanced Due Diligence (EDD) to clients and Beneficial Owners who are Politically Exposed Persons (PEPs), their family members or known close associates, and to clients from or connected with high-risk third countries as defined by regulation 33 of the MLR 2017. Where EDD applies, additional information, documentation and identity verification will be required before Services can be provided, and additional charges may apply to reflect the additional work involved.

14.10As a registered TCSP we are required to monitor customers on an ongoing basis. If any of our checks give rise to reasonable grounds to suspect illegal or unethical activity, we reserve the right to terminate our Services immediately and without refund. See clause 14A for our obligations regarding SARs and the tipping-off prohibition.

14.11You must supply us with the Authentication Code for each Corporate Entity in respect of which we provide ongoing Services. By accepting these Terms, you authorise us to order a copy of the Authentication Code from Companies House where you do not provide it, or to retrieve it from documents we hold. If we are unable to obtain a valid Authentication Code, we reserve the right to cancel ongoing Services without liability or refund, as our ability to carry out compulsory annual monitoring under the MLR 2017 depends upon it.

14.12Where international identity checks are required to satisfy our AML obligations, an additional charge of £13.00 plus VAT per check per person will apply. This charge is payable whether or not the company formation proceeds and you authorise us to deduct it from sums already held by us if the formation does not complete.

14.13Where an order involves an overseas corporate entity within the ownership structure, we will carry out an Overseas Compliance Review to identify the ultimate Beneficial Owner(s). The Overseas Compliance Review is charged at an hourly rate of £110 plus VAT, billed in 15-minute increments with a minimum charge of £27.50 plus VAT. This fee is non-refundable, including where we are unable to confirm the identity of the Beneficial Owner(s). The formation package fee will be refunded in such circumstances in accordance with these Terms.

14A. Suspicious Activity Reporting and Non-Disclosure ObligationImportant clause#

14A.1As a supervised TCSP operating in the regulated sector, Smart Registrations Limited is subject to mandatory reporting obligations under POCA 2002, the Terrorism Act 2000, and the MLR 2017. Where we know, suspect or have reasonable grounds to suspect that any person is engaged in money laundering, terrorist financing or any other criminal activity, we are required by law to submit a SAR to the NCA via the UKFIU. All SARs are submitted by or through our appointed MLRO in accordance with our written AML policies and procedures.

14A.2We are expressly prohibited by law from disclosing to you, or to any third party, that a SAR has been made, that a DAML consent request is pending with the NCA, that an investigation is underway, or that we are awaiting NCA consent before proceeding with any transaction or service. Any such disclosure could constitute a criminal tipping-off offence under section 333A of POCA 2002 or the prejudicing of an investigation under section 342 of POCA 2002. The maximum penalty for tipping off is five years' imprisonment.

14A.3Accordingly, you acknowledge and agree that:

(a)we may be required to suspend, delay or terminate any Service, transaction or instruction without giving you any reason, for such period as is required to comply with our legal obligations under applicable legislation, including during any moratorium period while a DAML consent request is pending with the NCA. The moratorium period may include the initial consent period under section 335 of POCA 2002, any extended moratorium period under section 335A of POCA 2002 as inserted by the Criminal Finances Act 2017, and any further extension ordered by a court;

(b)any such suspension, delay or termination will not constitute a breach of contract by us and we shall have no liability to you for any loss, damage, cost or inconvenience arising from it, howsoever caused;

(c)we will not be able to disclose to you the existence of any SAR, any DAML request, or any investigation, and our inability to provide an explanation for any suspension, delay or termination shall not give you any right to claim damages, treat the contract as repudiated, or terminate this agreement on grounds of our breach;

(d)you must not attempt to elicit from us, directly or indirectly, any information about whether a SAR has been made, whether a DAML request is pending, or whether any investigation is underway in connection with your account, your Corporate Entity, or any associated person. Any such attempt may itself constitute a criminal offence; and

(e)where we are legally permitted to resume the provision of Services following a SAR or DAML process, we will do so without further explanation of the prior suspension or delay.

14A.4Nothing in this clause limits our general right to terminate Services in accordance with clause 12, nor does it affect any obligation you may have to make your own disclosures to the NCA or other authorities.

14A.5We shall not be liable to you for any loss arising from:

(a)our compliance with our obligations under POCA 2002, the Terrorism Act 2000, the MLR 2017 or any other applicable legislation

(b)any delay caused by a moratorium period of any duration under POCA 2002 and the Criminal Finances Act 2017

(c)our submission of a SAR whether or not it leads to any investigation or prosecution; or

(d)our exercise of any right or power conferred on us by those enactments or by these Terms.

14A.6This clause shall survive termination of these Terms and Conditions.

15. Restricted Industries and JurisdictionsImportant clause#

15.1We do not provide Services to Corporate Entities operating or intending to operate in a Restricted Industry or a Restricted Jurisdiction, as defined in clause 1. We may update those definitions at any time, acting reasonably and in accordance with our internal risk assessment policies. It is your responsibility to review the current definitions before placing an order.

15.2If we discover at any point that a Corporate Entity is connected to a Restricted Industry or Restricted Jurisdiction, we reserve the right to cancel all Services immediately and without refund. Where the reason for cancellation is a connection to a Restricted Jurisdiction, we reserve the right to charge an administration fee of £9.99 plus VAT, deducted from any sums held.

15.3Where an order involves a non-UK resident, additional charges apply as set out in clause S1.6.

16. General Legal Provisions#

16.1Waiver:Any failure by either party to exercise a right or remedy shall not constitute a waiver. A waiver is only effective if given in writing.

16.2Severance:If any provision is found unlawful, invalid or unenforceable, it shall be severed and the remainder shall continue in full force.

16.3Third Parties:A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, unless expressly stated.

16.4Assignment:We may assign, subcontract or delegate any of our rights and obligations at any time. You may not do so without our prior written consent.

16.5Entire Agreement:These Terms, together with our Privacy Policy, Cookie Policy and Acceptable Use Policy, constitute the entire agreement between us. They supersede all prior agreements, representations and understandings. You acknowledge that you have not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms.

16.6No Partnership or Agency:Nothing in these Terms shall create or be deemed to create any partnership, joint venture or agency relationship between the parties. Each party acts as an independent contractor in relation to the other.

17. Notices#

17.1All notices shall be given to us by post to 27 Old Gloucester Street, London WC1N 3AX or by email to admin@1stchoice-formations.co.uk. Notice to you shall be given to your registered address or last known email address.

17.2Notice shall be deemed received:

(a)if delivered by hand, at the time of delivery

(b)if sent by first class post, at 9:00 am United Kingdom time on the second Working Day after posting

(c)if sent by email, at the time of transmission on a Working Day before 5:00 pm United Kingdom time, or at 9:00 am United Kingdom time on the next Working Day if sent after 5:00 pm or on a weekend or public holiday.

17.3Either party may change its notice address by giving written notice, such change taking effect on the fifth Working Day after deemed receipt.

17.4You acknowledge that email is not a fully secure form of communication and you accept the risks associated with the electronic transmission of information, including the risks of interception, phishing, and misdirection. We shall not be liable for any loss arising from the use of electronic communication where such loss results from circumstances outside our reasonable control, including compromise of your own email systems or devices.

18. Complaints#

18.1If you are dissatisfied with any aspect of our Services, please contact us at admin@1stchoice-formations.co.uk setting out the nature of your complaint in writing.

18.2We will acknowledge your complaint within 3 Working Days and aim to provide a full response within 14 Working Days.

18.3If you remain dissatisfied, you may refer your complaint to an alternative dispute resolution (ADR) provider. We will provide details of an appropriate scheme upon request.

18.4Nothing in this clause prevents either party from issuing legal proceedings at any time.

19. Governing Law and Jurisdiction#

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You and we each irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.

PART B — SPECIFIC TERMS AND CONDITIONS#

These Specific Terms and Conditions apply to all goods and services supplied via www.1stchoice-formations.co.uk, other than the Payroll Bureau Service which is governed by Part D. They must be read together with Part A and Part C. In the event of any conflict, these Specific Terms and Conditions take precedence over Part A.

S1. Placing an OrderImportant clause#

S1.1When you place an order on our Website, you are making an offer to purchase the relevant Service or product on these Terms. We reserve the right to decline any order without giving a reason.

S1.2By submitting an order you confirm that:

(a)all information provided is accurate, complete and not misleading

(b)you have authority to submit the order, including where acting as agent for a third party

(c)you authorise us to process your instructions accordingly

(d)you are not operating in or connected with a Restricted Industry or Restricted Jurisdiction; and

(e)you have disclosed all material information relevant to our assessment of the risk of providing the Services to you.

S1.3We provide our Services on the basis that you have given us full and proper instructions. You warrant the accuracy, completeness and non-misleading nature of all information provided and accept all liability for any delay, rejection or loss arising from inaccurate, incomplete or misleading information. You shall indemnify us against all liabilities, costs and losses arising from your breach of this warranty.

S1.4Where a company formation is ordered, the person placing the order does so as agent for the Corporate Entity to be incorporated. You acknowledge that you are contracting as principal and not merely as agent, and that your liability under these Terms is not discharged by the identification, incorporation or subsequent ratification of any Corporate Entity on whose behalf you have placed an order. You expressly accept personal liability for the order as a pre-incorporation contract under section 51 of the Companies Act 2006 and waive any right to be released from liability on the grounds that you were acting as agent for a disclosed or undisclosed principal. The newly incorporated Corporate Entity shall additionally be treated as our Customer from the date of incorporation. Nothing in this clause shall operate to exclude liability where such exclusion is prohibited by law.

S1.5If Companies House fees increase between the date of your order and the date of filing or application, we are entitled to recover the increase from you by charging the card we hold on file before the relevant filing is made. This applies to both one-off and renewable Services, including where the Service is expressed to include the Companies House fee. For renewable Services, the increased fee will apply from your next Renewal Date. If we are unable to collect payment of the increase, we reserve the right not to proceed with the filing and shall have no liability for any resulting delay.

S1.6Non-UK Residents:Prices charged to non-UK residents for company formation with a registered office service are higher than those available to UK residents, reflecting the additional regulatory work required under MLR 2017. A non-UK resident charged the UK resident price will be required to pay the difference before their order proceeds. All orders by or on behalf of non-UK residents are subject to an additional charge of £18.00 plus VAT per individual to cover MLR documentation processing.

S1.7Professional Agents — Additional Administration and Compliance Charge:Professional Agents making applications on behalf of third parties are subject to an additional charge per order. This charge reflects the additional administration and compliance work associated with agent-submitted orders and is wholly separate from and in addition to any compliance charges arising under clause 14. The current charge for orders placed through this Website is £7.20 plus VAT per order. This charge may not be separately itemised on the Website at checkout. We reserve the right to vary this charge from time to time by updating these Terms in accordance with clause 13. The charge applicable at the date of your order will be the charge displayed on the Website or notified to you at the point of ordering.

S2. Company Formation Services#

S2.1We are an online company formation agent and a registered ACSP. We submit your application to Companies House using a secure electronic filing system. The formation of your company is subject to Companies House systems and processes, which are outside our control.

S2.2It is your responsibility to ensure all information in your order is accurate and complete. We accept no liability for errors or omissions in information you supply, nor for any rejection by Companies House resulting from incorrect or incomplete information. We will not be liable for any errors in documents uploaded by you.

S2.3It is your responsibility to ensure all proposed officers and shareholders are legally eligible for their roles. We do not accept liability for the appointment of any person who does not meet the legal requirements for incorporation, including undischarged bankrupts and disqualified directors. We will only accept orders where all proposed directors and shareholders are aged 18 or above.

S2.4It is your sole responsibility to ensure that any company name you choose:

(a)may be lawfully used by you

(b)does not infringe any third-party trade mark, intellectual property right or passing off right; and

(c)complies with any applicable regulatory restrictions on the use of certain words or expressions. We warrant only that we will submit an application for the name you select. We do not warrant that Companies House will accept it, nor do we warrant that the use of an accepted name will not give rise to challenge by any third party on grounds of trade mark infringement, passing off or any other legal basis. We strongly recommend that you carry out independent trade mark searches before selecting a company name. You warrant to us that the company name you have selected does not, to the best of your knowledge and belief, infringe any third-party trade mark, intellectual property right or passing off right. You shall indemnify us against any claim, cost or loss arising from any allegation that the name you have selected infringes any such right.

S2.5We accept no liability for any loss arising from delay caused by Companies House systems failure or any other factor outside our control.

S2.6We offer a same-day formation upgrade. Same-day formation requests must be received by us before 11:00 am United Kingdom time (GMT or BST as applicable) on a Working Day. The same-day service remains subject to Companies House systems and we accept no liability for delays caused by factors outside our control.

S2.7We provide a company formation service and not legal, tax or accounting advice. It is your responsibility to ensure you order the combination of services appropriate to your needs and to take independent professional advice before incorporating.

S2.8Where we are unable to submit a formation application because you have provided incomplete or incorrect information and we cannot rectify this within 7 calendar days of the order date, we reserve the right to remove your application from our system without liability or refund.

S3. Pre-Submission Review#

S3.1Our pre-submission review checks your order for obvious errors before submission to Companies House. The review covers information entered in our order form. It does not extend to documents you upload, the spelling of officers' names, the legal suitability of your chosen name or structure, or any matter requiring legal judgement.

S3.2You remain solely responsible for the accuracy, completeness and legal compliance of all information and documents you submit, whether or not a pre-submission review has been carried out.

S4. Address Services#

S4.1Our registered office and correspondence address service is provided through premises operated by our appointed address service provider, British Monomarks Limited, at 27 Old Gloucester Street, London WC1N 3AX. The operation of accommodation address services at those premises is subject to the London Local Authorities Act 2007, under which the premises operator holds the relevant registration with the London Borough of Camden. By subscribing to our address services you confirm that you will not use the address in any way that would breach the Act or the terms of that registration, including using the address to imply a physical trading presence, representing it as a place of business that members of the public may attend, or holding it out to third parties as anything other than a registered office or correspondence address. You acknowledge that we and our address service provider may be required to disclose details of businesses and individuals using the address to Camden Council or other relevant authorities in the exercise of their statutory powers, and you consent to such disclosure where required by law.

S4.2By subscribing to our registered office, director's service address or commercial mail service, you authorise us to receive and process post on your behalf at the relevant address.

S4.3We provide the address service as principal. Post received at the service address will be processed and made available to you via your online portal. Whilst every reasonable effort will be made to ensure your post is processed promptly and accurately, you acknowledge that the processing of physical post involves multiple operational steps and that the following limitations apply:

(a)we accept no liability for loss of, or damage to, post that occurs prior to it reaching the service address, including any loss or delay attributable to Royal Mail, couriers, or the sender;

(b)we accept no liability for any loss, damage or delay arising from circumstances beyond our reasonable control, including equipment failure, system outages or force majeure events;

(c)our liability in respect of any failure to process or upload post within a reasonable time, where such failure is due to our own negligence, shall be limited to a pro-rata refund of the address service fee for the period affected. We shall not be liable for any indirect or consequential loss arising from any delay or failure in processing your post. You acknowledge that this limitation is reasonable in the context of the fees charged for address services and that you have had the opportunity to obtain your own business insurance to cover losses that fall outside this limitation;

(d)we will use reasonable endeavours to upload scanned post to your portal within 2 Working Days of receipt at the service address, measured in United Kingdom time. This is a target and not a guaranteed service level unless you have purchased a specific upgrade providing a guaranteed processing time; and

(e)we accept no liability for post that is incorrectly addressed, undeliverable, or addressed in a name that has not been registered with us in advance.

S4.4Original copies of post will be retained for 1 month and then securely destroyed by cross-cut shredding unless you request the original within that period. A handling fee will apply to retrieval of stored documents.

S4.5Address service fees are payable annually in advance. No refund is provided if you terminate the service during the paid period, save as set out in S12.3.

S4.6It is your sole responsibility to ensure that payment for renewal of your address service is made on or before the Renewal Date. If payment is not received by the Renewal Date, you should assume that we may, at our absolute discretion, suspend and subsequently terminate the service. In practice we may allow a grace period before terminating, but we are under no obligation to do so and will not be liable for any consequences arising from termination following non-payment. We will not provide prior written notice of termination where the reason for termination is non-payment — it is your responsibility to monitor your Renewal Date and ensure timely payment. Upon termination, we will apply to have our address removed from the Companies House register by submitting form RP07. We are not authorised to substitute any other address on the public register without your express written consent and will not do so. You acknowledge that submission of form RP07 may have adverse consequences for your company's standing and we accept no liability for any such consequences arising from your failure to renew the service.

S4.7Where our address continues to be used by your Corporate Entity for more than 14 calendar days after the date on which the address service is terminated or cancelled, the service will be deemed to have been renewed and you will be liable for the full annual fee.

S4.8We will process Official Post addressed to your company. We will not process non-official commercial post unless you have subscribed to our Commercial Mail upgrade.

S4.9The address provided under any address service must not be used:

(a)as your principal place of business address for VAT registration purposes

(b)as a trading address

(c)for finance agreements, mobile phone contracts or vehicle registration purposes

(d)to imply a physical trading presence, to suggest to third parties that members of the public may attend the address for business purposes, or to represent it as anything other than a registered office or correspondence address; or

(e)in any other way that would constitute a breach of the London Local Authorities Act 2007 or any other applicable legislation.

S4.10We reserve the right to terminate any address service immediately and without refund if we reasonably believe you have caused or are causing a risk to our reputation or business, or if your use of the address constitutes a breach of clause S4.9. Upon such termination we will apply to Companies House using form RP07 to remove our address from your company record.

S4.11Each company using our address services must hold a separate subscription. Multiple companies may not share a single subscription.

S4.12We will accept parcels weighing up to 10 kilograms and not exceeding 46cm x 33cm x 27cm. We are not able to accept or store items exceeding these limits. Collection of parcels requires 2 Working Days' notice, must take place during Business Hours (United Kingdom time), and requires production of photographic identity. Handling fees must be settled in advance of collection. Where we forward parcels or items of post, forwarding charges will apply at the carrier's cost plus our current published handling fee, as displayed on our Website from time to time. Where a parcel is addressed to a destination outside the United Kingdom, you permit us to open the parcel to estimate its value for customs declaration purposes before resealing it. Where we are unable to forward a parcel or contact you within 30 calendar days, we reserve the right to return it to the sender or, where return is not possible, to dispose of it securely. You will remain liable for any outstanding forwarding or handling charges regardless of disposal.

S4.13Where we receive mail that has previously been forwarded and returned to us undelivered, we will endeavour to contact you to clarify the correct forwarding address. If we do not receive a response within 14 calendar days, the item will be returned to sender or securely destroyed if return is not possible.

S4.14Following termination of an address service and submission of form RP07, any post continuing to arrive at the service address addressed to the former client's Corporate Entity will be marked "Return to Sender" or held for collection for 14 calendar days, after which it will be securely destroyed. No further notification obligation arises after that period. Where post continues to arrive and requires processing after the termination date, we reserve the right to charge our current published handling fee per item to cover processing costs, which may be charged to the last card we hold on file.

S4.15If you purchase an address service without providing your Authentication Code, we will not be able to update Companies House records on your behalf. This remains your responsibility.

S4.16Where you have purchased an address service as part of an incorporation package, we will update Companies House with the address details. Where the address service is purchased separately for an existing company, it is your responsibility to update Companies House unless you have provided us with a valid Authentication Code and authorised us to do so.

S5. Confidential Post Services#

S5.1Confidential post services are offered as upgrades to our registered office and commercial mail services. Your post will be forwarded to your nominated UK address. This service is not available to non-UK-based clients who do not have a UK forwarding address.

S5.2Whilst every effort will be made to ensure confidential post is not opened, inadvertent opening may occur. Our liability in such circumstances is limited in accordance with clause 8.

S5.3We reserve the right to terminate the confidential post service immediately and without refund if it is abused, for example by using our address as a returns address for faulty or unwanted goods.

S6. VAT Registration#

S6.1Our VAT registration service is non-refundable once the application has been submitted to HMRC. We cannot guarantee that HMRC will accept an application and accept no liability in that event.

S7. Apostilles and Certificates of Good Standing#

S7.1The time taken to produce apostilles and certificates of good standing depends on the processing times of Companies House, His Majesty's Foreign, Commonwealth and Development Office, Royal Mail and any third-party courier. We warrant only that we will respond in reasonable time to all relevant communications. We accept no liability for delays caused by those third parties.

S8. Company Restorations#

S8.1The time taken to restore a company is subject to the processing times of the Treasury Solicitor, Companies House, His Majesty's Courts and Tribunals Service, Royal Mail, third-party couriers and, where applicable, solicitors for the Duchies of Cornwall and Lancaster. We accept no liability for delays caused by those third parties.

S8.2We will not accept restoration applications requiring a court order for companies subject to Scottish jurisdiction.

S8.3We will not undertake restoration of a company that has been subject to liquidation, is insolvent, or is the subject of a dispute between shareholders, creditors or directors.

S8.4No refund will be given once work has commenced on a restoration application, regardless of whether the restoration is ultimately successful.

S9. Community Interest Companies#

S9.1The formation of a Community Interest Company requires manual submission of documents to Companies House. We warrant only that we will submit your documents within a reasonable time. We do not guarantee the timescale for registration and accept no liability for delays caused by Companies House.

S9.2We do not warrant that Companies House will accept your CIC application and accept no liability in the event of refusal.

S10. Referral Partners#

S10.1Services and products provided by our referral partners, including bank account introductions, are subject to those partners' own terms and conditions. We accept no liability in respect of services provided by referral partners.

S10.2By requesting a referral, you confirm that you (or, where acting as agent, the relevant third party) consent to being contacted directly by the referral partner for the purpose of fulfilling the request. Your contact details will be forwarded to the partner upon completion of your order.

S11. Customer Reviews — Trustpilot#

S11.1We use Trustpilot to collect customer reviews. By accepting these Terms, you agree to your name, email address and order number being shared with Trustpilot solely for the purpose of sending you a review invitation. This sharing is carried out on the basis of our legitimate interest in collecting genuine customer feedback. Trustpilot will process your data in accordance with their own privacy policy at www.trustpilot.com. We accept no liability for any breach of services provided by Trustpilot.

S12. Refund PolicyImportant clause#

A plain-English summary of this refund policy is available on our Website. In the event of any conflict between that summary and this clause S12, this clause S12 shall prevail.

S12.1S12.1 Company Formation Orders

S12.1.1Where you change your mind prior to submission to Companies House, we will refund a reasonable proportion of the fee paid, taking into account work already undertaken, provided your written cancellation request is received within 14 calendar days of the order date.

S12.1.2No refund will be given for any element of a company formation order once submitted to Companies House, including the formation fee, the registered office element, and any third-party costs such as company seals.

S12.1.3No refund will be given for cancellation arising from your failure to comply with our AML, CDD or identity verification requirements, or where we are required to suspend or terminate Services pursuant to clause 14A.

S12.2S12.2 Digital Identity Verification

S12.2.1The verification element of your order is non-refundable once processing has commenced, as we incur an irrecoverable third-party cost at that point.

S12.2.2If verification fails and we are consequently unable to provide the service ordered, we will refund the remaining balance excluding the non-refundable verification element.

S12.2.3Where the verification service is included within a package price, the non-refundable element is the verification portion as stated at checkout.

S12.3S12.3 Address Service Orders

S12.3.1If you cancel before we have set up the service and provide notice within 14 calendar days of the order date, you are entitled to a full refund.

S12.3.2If you cancel after the service has been set up but within 14 calendar days of the order date, you are entitled to a full refund less an administration charge of £12.50 plus VAT.

S12.3.3No refund is available for cancellations made after 14 calendar days or in respect of any unexpired portion of an annual subscription.

S12.3.4No refund will be given where we terminate the service due to your failure to provide satisfactory proof of identity, comply with AML or CDD requirements, or where we are required to act pursuant to clause 14A.

S12.3.5Where a refund request is made within 14 calendar days but our address is already in use by your Corporate Entity at Companies House for more than 14 calendar days from the purchase date, the service will be deemed to have been used and no refund will be given.

S12.4S12.4 Telephone Service — Closed Service

Our telephone service is no longer offered and has been discontinued. Any residual rights of existing subscribers were subject to the terms applicable at the time of their subscription and have now expired. No refund entitlements remain outstanding in respect of the telephone service.

S12.5S12.5 Other Products and Services

S12.5.1For all other products and services, a full refund will be provided if you notify us of cancellation within 14 calendar days of the order date and we have not yet commenced work or placed your order with a third party. No refund will be given in any other circumstances.

S13. Payroll Bureau Services#

S13.1We offer a Payroll Bureau Service for businesses with payroll requirements of up to one director and four employees, and for larger payrolls through our Rpay platform at www.rpayroll.co.uk. The Payroll Bureau Service is provided by Smart Registrations Limited trading as Rpay.

S13.2The Payroll Bureau Service is governed in full by Part D of these Terms and Conditions, which sets out the complete terms, service levels and data processing agreement applicable to payroll clients. Part D applies in addition to and subject to Part A. In the event of any conflict between Part D and Part A, Part D prevails in relation to payroll matters.

S13.3For businesses using www.rpayroll.co.uk, the terms and conditions published at that website apply. Smart Registrations Limited accepts no liability under contracts formed through that platform beyond its role as operator.

S14. Professional Agents, Intermediaries and Overseas Agents#

S14.1This section applies to you if you purchase our Services on behalf of an end client, whether as a supervised UK Intermediary or as an Overseas Agent.

S14.2S14.2 Supervised Intermediaries

S14.2.1Where you are a UK-regulated Professional Agent registered for AML supervision with a recognised supervisory body, you are an Intermediary for the purposes of these Terms. You must provide evidence of your AML supervision registration upon request (such as a registration number or certificate of supervision).

S14.2.2We may take your supervision status into account when determining the extent of our own CDD requirements in relation to orders you place on behalf of your end clients. This does not release you or your end clients from our standard KYC and CDD requirements — it may inform the weight we give to verification evidence you provide and may assist in satisfying those requirements more efficiently.

S14.2.3If we cannot verify your supervision status, we may require you to comply with the full Overseas Agent requirements set out in S14.3, or we may decline the order at our absolute discretion.

S14.3S14.3 Overseas Agents and Unsupervised Introducers

S14.3.1Where you are an overseas agent, introducer or Professional Agent who is not subject to UK AML supervision, we will accept orders from you but we will conduct full CDD and KYC checks directly on each end client you introduce. You acknowledge that:

(a)orders will not be processed until those checks are satisfactorily completed

(b)you may be asked to assist in obtaining and verifying your clients' identity documentation; and

(c)our acceptance of orders from you does not constitute reliance on any verification carried out by you unless we expressly confirm otherwise in writing.

S14.3.2Your assistance in verifying your clients' identity is valued and may help us complete CDD more efficiently. However, you remain personally responsible for the accuracy of any information or verification you provide to us and you indemnify us against all losses arising from any inaccurate, incomplete or misleading information provided.

S14.4S14.4 General Terms Applicable to All Agents and Intermediaries

S14.4.1Unless otherwise agreed in writing, the contract for Services is between you and us. You acknowledge that you are contracting as principal and not merely as agent, and that your liability under these Terms is not discharged by the identification, incorporation or subsequent ratification of any Corporate Entity on whose behalf you have placed an order. You expressly waive any right to be released from liability on the grounds that you were acting as agent for a disclosed or undisclosed principal. No action or inaction on the part of your end client affects the operation of these Terms, and you shall not be entitled to terminate or claim a refund merely because you no longer have contact with your end client.

S14.4.2You warrant and represent that:

(a)you are duly authorised to place each order on behalf of your end client

(b)all information provided is accurate, complete and not misleading

(c)you have disclosed all material information relevant to our CDD and AML assessment

(d)your end client has consented to being referred to our Services; and

(e)your end client has been informed of and agrees to the relevant provisions of our Privacy Policy. You shall indemnify us against all liabilities, costs and losses arising from any breach of these warranties.

S14.4.3You must ensure that an active payment card with adequate funds is maintained on your account at all times and updated before expiry. Failure to do so will result in immediate termination of the relevant Services and we reserve the right to charge interest on any overdue amounts.

S14.4.4Where any address service is cancelled or terminated for any reason, we will apply to Companies House using form RP07 to remove our address. We will not substitute any other address without your express written consent.

S14.4.5We will only discuss your account with the named account holder. If you wish to authorise another person to speak with us on your behalf, you must notify us of that person's name in advance.

S14.4.6If you wish to transfer your account to your end client, you must contact us to request a transfer and provide evidence that your end client wishes to assume the account. Any transfer may be subject to additional AML, CDD and identity checks at our discretion. You must not open a new account to bypass this process.

S14.4.7We do not currently offer white-labelling of our Services or any documentation in respect of the Services.

S14.4.8We have no liability of whatever nature to your end client. Your end client has no rights against us and may not enforce any term of these Terms under the Contracts (Rights of Third Parties) Act 1999.

S15. Payments and Continuous Payment AuthorityImportant clause#

S15.1Our prices are shown excluding VAT. The total price including VAT will be displayed in your shopping cart before you confirm your order. The total price does not include applicable Companies House filing fees unless expressly stated.

S15.2We generally charge you when you place your order. For renewable Services, fees are charged at the intervals described below.

S15.3Where you make an online payment, your card details are processed securely by our third-party payment gateway. We do not hold full card details. Only the last four digits are recorded for reference purposes.

S15.4By accepting these Terms and making a payment, you grant us a Continuous Payment Authority (CPA) to charge amounts falling due to the card used, including:

(a)fees due for the renewal of any renewable Service on the Renewal Date

(b)disbursements such as postage and post handling charges, charged monthly in arrears; and

(c)any increase in Companies House fees in accordance with clause S1.5.

S15.5You will receive advance notice of any renewal charge before it is taken. You have the right to cancel a CPA at any time by notifying us in writing at admin@1stchoice-formations.co.uk or by contacting your card issuer directly. Cancellation of the CPA does not automatically cancel the underlying Service. You must separately give notice to cancel the Service in accordance with clause 12.4.

S15.6You must have an active card with adequate funds on file at the time of payment collection. If you fail to meet this requirement, we reserve the right to suspend or terminate the relevant Service and to charge interest on overdue amounts at 4% per annum above the Bank of England base rate (minimum 4% per annum) from the due date until payment in full.

S15.7If any payment remains outstanding more than one calendar month after written notification, we reserve the right to charge a late payment administration fee of £12.50 plus VAT together with any reasonable debt collection costs incurred.

S15.8You must pay all amounts due to us in full without any set-off, counterclaim, deduction or withholding other than as required by law.

S15.9We reserve the right to amend prices at any time. In the event of a serious pricing error, any transaction shall be voidable by us and you will be entitled to a full refund.

S15.10We reserve the right to apply any payments received to the oldest outstanding invoices first, regardless of any instructions to the contrary.

S15.11You confirm that you maintain, or will obtain, adequate business insurance appropriate to your activities, including employers' liability insurance where required by law. You acknowledge that our Services are not a substitute for your own insurance arrangements, and that you have had the opportunity to obtain insurance to cover risks that fall outside the limitations of liability in clause 8.

PART C — ACCEPTABLE USE POLICY#

This Acceptable Use Policy applies to all users of the Website and Services. It must be read alongside Part A and Part B.

A. Restrictions on Use#

A.1 You must not use our Website or Services:

(a)if you are under 18 years of age

(b)in any way that breaches any applicable local, national or international law or regulation

(c)in any way that is unlawful, fraudulent or deceptive, including purchasing our Services to mask or facilitate any unlawful activity

(d)to incorporate a Corporate Entity for any purpose connected with a Restricted Industry or Restricted Jurisdiction

(e)to incorporate a Corporate Entity on behalf of any person who is an undischarged bankrupt or a disqualified director

(f)to include any person under 18 as a proposed officer or shareholder of a Corporate Entity

(g)to transmit any unsolicited or unauthorised advertising or promotional material

(h)to knowingly transmit any data or material containing viruses, trojans, worms, logic bombs or any other malicious or harmful code

(i)to conduct, facilitate, authorise or permit any automated data extraction, scraping, mining, crawling or similar activity — this constitutes an express reservation of our rights for the purposes of any applicable copyright or database protection legislation; or

(j)in any way likely to bring our reputation into disrepute or damage our business.

A.2 You must not attempt to gain unauthorised access to our Website, servers, databases or connected systems. Any such attempt may constitute a criminal offence under the Computer Misuse Act 1990 and will be reported to the relevant authorities.

B. Content Standards#

B.1 Any content you upload to our Website or post on our social media pages must:

(a)be accurate and not misleading

(b)comply with all applicable laws; and

(c)not infringe any third-party intellectual property rights.

B.2 Content must not:

(a)be defamatory, obscene, offensive, hateful or inflammatory

(b)promote or facilitate any illegal activity

(c)infringe any copyright, trade mark or other intellectual property right

(d)contain personal data of third parties without their consent

(e)constitute spam; or

(f)impersonate any person or misrepresent your identity.

C. Breach of This Policy#

C.1 Where we consider a breach has occurred, we may take such action as we deem appropriate, including immediate suspension or termination of access, removal of content, legal proceedings, and disclosure to law enforcement authorities.

C.2 Failure to comply with this policy constitutes a material breach of these Terms and Conditions.

PART D — PAYROLL BUREAU SERVICES#

Provided by Smart Registrations Limited trading as Rpaywww.rpayroll.co.uk

This Part D applies to all clients of the Payroll Bureau Service provided by Smart Registrations Limited trading as Rpay. It must be read alongside Part A. In the event of any conflict between this Part D and Part A, this Part D prevails in relation to payroll matters. All other provisions of Part A, including in particular clauses 14, 14A and 19, apply equally to payroll clients. Changes to this Part D are governed by clause 13 of Part A — material changes will be notified by email at least 30 days before they take effect.

All payroll bureau services are supplied strictly on a business-to-business basis. By instructing us you confirm that you are acting in the course of business and not as a consumer.

D1. Scope of Payroll Services#

D1.1We provide outsourced payroll administration services which may include, depending on the package selected:

(a)PAYE payroll calculations

(b)Real Time Information (RTI) submissions to HMRC

(c)payslip production

(d)statutory payment calculations

(e)pension auto-enrolment administration support

(f)director payroll processing

(g)year-end payroll procedures; and

(h)payroll compliance reporting.

D1.2We do not provide employment law advice, tax planning advice, HR consultancy, financial advice or legal advice, unless expressly agreed in writing by a director of Smart Registrations Limited.

D1.3Our payroll bureau service for businesses with up to one director and four employees is available directly through our website. For larger payrolls, our Rpay platform at www.rpayroll.co.uk provides a dedicated service.

D2. Client Responsibilities#

D2.1You are solely responsible for:

(a)the accuracy and completeness of all payroll data provided to us

(b)employment status determinations for all workers

(c)compliance with all applicable employment legislation

(d)providing payroll instructions within the deadlines set out in Schedule D1

(e)maintaining sufficient funds to meet PAYE, National Insurance and pension obligations

(f)reviewing all payroll reports promptly before each payment date; and

(g)notifying us immediately of any discrepancies in payroll reports before the payment date. Failure to review and notify us of discrepancies before the payment date may limit our ability to correct errors in the current payroll cycle.

D2.2We are entitled to rely entirely on the information supplied by you or your authorised agents without independent verification. You indemnify us against all losses, penalties, fines and claims arising from incorrect, incomplete or late information.

D2.3You must ensure that any person authorised to give us payroll instructions on your behalf is duly authorised to do so. Instructions sent electronically or through our portal are deemed authorised by you.

D2.4You must disclose to us any material information about your business, its activities or its beneficial ownership structure that may be relevant to our AML risk assessment. This obligation is continuing throughout our relationship. Failure to comply may result in suspension or termination of the Payroll Bureau Service without refund.

D3. Payroll Processing and Deadlines#

D3.1Payroll processing is subject to the submission cut-off deadlines set out in Schedule D1, expressed in United Kingdom time (GMT or BST as applicable). Where information is received after the applicable deadline:

(a)additional charges may apply

(b)corrections may be deferred to the next payroll cycle; and

(c)we accept no responsibility for resulting HMRC penalties or interest.

D3.2We do not guarantee same-day processing. Emergency payroll processing outside normal cycles is subject to staff and system availability and will incur additional charges. Emergency processing cannot be guaranteed.

D3.3Where payroll amendments are requested after a payroll run has been completed, corrections may be carried forward to the next payroll cycle, additional fees may apply, and RTI corrections may require additional processing time.

D4. HMRC Authority and Compliance#

D4.1You authorise us to submit payroll information to HMRC on your behalf under Real Time Information (RTI) requirements.

D4.2You acknowledge that:

(a)HMRC acceptance of submissions cannot be guaranteed

(b)statutory liability for PAYE and National Insurance contributions remains with you at all times; and

(c)HMRC penalties and interest arising from late or incorrect information provided by you remain your responsibility, unless caused solely by our proven negligence.

D4.3We aim to submit RTI filings on or before the statutory deadline based on information supplied. We are not responsible for late filing where information is supplied late, systems outside our control are unavailable, or instructions are changed after submission.

D5. Pension Administration#

D5.1Where we provide pension auto-enrolment administration support, we rely on third-party pension providers and software systems. Upload failures or provider delays may occur.

D5.2Statutory auto-enrolment compliance responsibility remains with you at all times. We are not liable for penalties arising from pension scheme processing delays outside our direct control.

D5.3Contribution files are normally generated following payroll completion. Upload timing depends on pension provider systems. You remain responsible for ensuring statutory deadlines are met.

D6. Fees, Minimum Terms and Renewal#

D6.1Our fees are set out in our pricing schedule, available on request and on our Website.

D6.2Fees are payable in advance. The minimum service term is 12 months unless otherwise agreed in writing. Services automatically renew at the end of each term unless terminated in accordance with clause D9.

D6.3Any work outside the agreed scope will be charged at our prevailing rates, notified to you in advance where practicable.

D6.4Fees are non-refundable once payroll processing has commenced for a given payroll cycle.

D7. Suspension of Payroll Services#

D7.1We reserve the right to suspend payroll services immediately, without liability for any resulting consequences, where:

(a)fees remain unpaid after the due date

(b)payroll information is repeatedly supplied late or is unreliable

(c)AML, CDD or identity verification requirements are not satisfied

(d)regulatory or reputational risk arises in connection with your business; or

(e)abusive or unreasonable behaviour is directed at our staff.

D7.2We will give you written notice of suspension where circumstances permit. Where AML concerns, SAR obligations or regulatory risk are involved, suspension may take immediate effect without prior notice and without explanation, in accordance with clause 14A of Part A.

D8. Limitation of Liability — Payroll#

D8.1We will provide payroll services with reasonable care and skill.

D8.2Subject to clause 8.1 of Part A, our total aggregate liability to you in connection with the Payroll Bureau Service shall not exceed the total payroll bureau fees paid by you in the twelve months preceding the event giving rise to the claim, and shall be limited to direct losses only.

D8.3We are not liable for:

(a)indirect or consequential loss of any kind, including loss of profit, loss of revenue, loss of business opportunity or loss of anticipated savings

(b)losses arising from HMRC, pension provider or payroll software system failures outside our control

(c)losses arising from incorrect or incomplete information provided by you; or

(d)HMRC penalties or interest where caused by your own failures.

D8.4We are not liable for any loss arising from compromised client email systems or unauthorised access to your portal where such access results from your failure to maintain appropriate security.

D8.5We shall have no liability to you for any suspension, delay, termination or non-disclosure arising from our obligations under POCA 2002, the Terrorism Act 2000, the MLR 2017 or any related legislation, as further described in clause 14A of Part A and clause D10A of this Part D.

D8.6You agree to take all reasonable steps to mitigate any loss or damage you may suffer in connection with the Payroll Bureau Service. We shall not be liable for any element of a loss that could have been avoided or reduced by the taking of reasonable mitigating steps.

D8.7Any claim arising out of or in connection with the Payroll Bureau Service must be brought within 12 months of the date on which the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, failing which it shall be deemed waived and absolutely barred.

D9. Termination of Payroll Services#

D9.1Either party may terminate the Payroll Bureau Service by giving written notice. Where you terminate during a minimum term, you remain liable for fees due for the remainder of that term.

D9.2We may terminate immediately where:

(a)AML concerns, SAR obligations or regulatory risk are identified, including where we are required to act pursuant to clause 14A of Part A

(b)misleading or false information has been provided to us

(c)fees remain unpaid after due notice; or

(d)any of the grounds set out in clause 12.1 of Part A apply.

D9.3Upon termination, we reserve the right to charge reasonable disengagement and data transfer fees. We will provide you with your payroll data in a standard electronic format within a reasonable time following termination, subject to payment of all outstanding fees and disengagement charges.

D9.4Following termination, payroll data will be retained in accordance with our legal obligations and the data retention provisions in Schedule D2.

D10. Anti-Money Laundering — Payroll#

D10.1Smart Registrations Limited is supervised by His Majesty's Revenue and Customs for compliance with the Money Laundering Regulations in relation to accountancy and payroll services. In accordance with regulation 18 of the MLR 2017, we maintain a written business-wide risk assessment which is reviewed at least annually, and written AML policies, controls and procedures in accordance with regulation 19 of the MLR 2017.

D10.2Accordingly we may:

(a)carry out CDD and electronic identity verification checks on you and any relevant individuals, including PEPs and Beneficial Owners

(b)request supporting documentation

(c)delay onboarding until CDD is satisfactorily complete

(d)refuse or terminate services where unacceptable risk is identified; and

(e)make disclosures to the NCA, HMRC or other relevant authorities where legally required.

D10.3We are prohibited by law from disclosing where a SAR has been made. We shall not be liable to you for any loss arising from our compliance with our legal obligations under the Money Laundering Regulations, POCA 2002, or the Terrorism Act 2000.

D10A. Suspicious Activity Reporting — Payroll#

D10A.1The provisions of clause 14A of Part A apply in full to the Payroll Bureau Service. By engaging our payroll services you acknowledge and accept all of the obligations, limitations and non-disclosure provisions set out in clause 14A, including in particular that:

(a)we may be required to suspend payroll processing without explanation for such period as is required to comply with our legal obligations under applicable legislation, including during any moratorium period under POCA 2002 (including any extended moratorium under section 335A of POCA 2002 as inserted by the Criminal Finances Act 2017, and any court-ordered extension) while a DAML consent request is pending with the NCA;

(b)such suspension will not constitute a breach of contract and we shall have no liability for any resulting payroll delay, HMRC penalties, employee payment failures or any other loss arising from a lawful suspension under POCA 2002;

(c)we will not be able to disclose the reason for any such suspension, and your inability to obtain an explanation shall not give you grounds to claim damages or terminate this agreement; and

(d)you must not attempt to elicit information about whether a SAR has been made in connection with your payroll account or any associated individual.

D10A.2You acknowledge that a suspension of payroll services during a POCA 2002 moratorium period may result in payroll not being processed on its normal cycle. You remain solely responsible for your obligations to pay employees, HMRC and pension providers during any such period. We accept no liability for any losses, claims, penalties or interest arising from delayed payroll processing during a lawful suspension under POCA 2002.

D10A.3This clause shall survive termination of the Payroll Bureau Service.

D11. Intellectual Property — Payroll#

D11.1All payroll systems, templates, reports, website content and branding used in connection with the Payroll Bureau Service remain the intellectual property of Smart Registrations Limited. You may not reproduce our materials commercially, reverse engineer our systems, or scrape or harvest data from our payroll platforms.

D12. Governing Terms#

D12.1This Part D is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, consistent with clause 19 of Part A.

SCHEDULE D1 — Payroll Service Levels and Cut-Off Schedule#

This Schedule forms part of Part D. All times and deadlines are expressed in United Kingdom time (GMT or BST as applicable).

1.Payroll Instruction Deadlines

Unless otherwise agreed in writing, standard cut-off deadlines are:

Monthly payroll: not less than 5 Working Days before the pay date Weekly payroll: not less than 3 Working Days before the pay date Director-only payroll: not less than 5 Working Days before the pay date

Instructions received after these deadlines may be processed in the next payroll cycle, may incur additional fees, and may result in delayed RTI submissions to HMRC. We accept no liability for HMRC penalties arising from late instructions.

2.Required Information

Clients must supply for each payroll cycle:

(a)employee pay data including hours, rates and any bonuses

(b)statutory payment information (SSP, SMP, SPP etc.)

(c)starter and leaver details with all required information

(d)pension changes and opt-out notices

(e)tax code notices received from HMRC; and

(f)any other information we reasonably require to complete the payroll run.

Incomplete or unclear information will delay processing. We are not liable for delays or penalties arising from incomplete submissions.

3.Payroll Amendments

Where amendments are requested after a payroll run:

(a)corrections will normally be carried forward to the next payroll cycle

(b)additional fees may apply for out-of-cycle corrections; and

(c)RTI corrections may require additional processing time and may incur HMRC penalties for which you remain responsible.

4.HMRC Submissions

We aim to submit RTI filings on or before the statutory deadline based on information supplied to us. We are not responsible for late filing where:

(a)information is supplied late

(b)HMRC or third-party systems are unavailable; or

(c)instructions are changed after a submission has been made.

5.Pension Administration Timetable

Contribution files are normally generated following payroll completion. Upload timing is dependent on pension provider systems and you remain responsible for ensuring all statutory auto-enrolment deadlines are met.

6.Year-End Payroll

Year-end processing is dependent on timely confirmation of final payroll data. Delays in instruction may result in delayed P60 production, amended submissions after the tax year end, and additional charges.

7.Service Availability

Payroll services are normally provided during Business Hours (United Kingdom time). Service delivery may be affected by software maintenance, HMRC downtime, public holidays and exceptional operational demands.

8.Payment Responsibility

Unless expressly agreed in writing, Rpay does not operate client bank accounts or make salary, tax or pension payments on your behalf. You remain solely responsible for paying employees, HMRC and pension providers.

9.SAR Suspension

Where payroll processing is suspended pursuant to clause 14A of Part A or clause D10A of Part D, the deadlines in this Schedule are suspended for the duration of the legally required period, including any extension thereof. No liability arises from any failure to meet deadlines during a lawful SAR suspension.

10.Priority

In the event of any inconsistency between this Schedule and the main terms in Part D, this Schedule shall apply in relation to operational payroll procedures.

This Schedule forms part of Part D and constitutes the data processing agreement between Smart Registrations Limited trading as Rpay (the"Processor") and the payroll client (the"Controller") required by Article 28 of the UK GDPR.

1.Subject Matter, Nature and Duration

The Processor shall process personal data solely for the purpose of providing payroll bureau and related compliance support services. Processing shall continue for the duration of the service agreement and for any lawful retention period thereafter.

Processing activities include: payroll calculation and administration; statutory reporting to HMRC; pension scheme administration support; generation of payroll reports and payslips; and secure storage and transmission of payroll data.

2.Categories of Data Subjects

Personal data may relate to: employees; directors; workers and contractors; former employees; and pension scheme members.

3.Categories of Personal Data

Processing may involve: names and contact details; National Insurance numbers; payroll and remuneration data; tax codes and statutory deductions; bank account details; pension contribution information; employment dates and status; and any other personal data necessarily included in payroll instructions provided by the Controller.

4.Controller Obligations

The Controller shall:

(a)ensure it has a lawful basis for processing and transferring employee personal data to the Processor

(b)provide accurate and up-to-date information at all times

(c)comply with all applicable employment and data protection legislation

(d)respond promptly to data subject rights requests and notify the Processor of any such requests requiring the Processor's assistance; and

(e)ensure all relevant data subjects have been informed of the processing in accordance with Articles 13 and 14 UK GDPR.

5.Processor Obligations

The Processor shall:

(a)process personal data only on the documented instructions of the Controller, unless required to do so by law, including under POCA 2002, the Terrorism Act 2000 or the MLR 2017

(b)ensure all staff with access to payroll data are subject to binding confidentiality obligations

(c)implement and maintain the technical and organisational security measures described in paragraph 6

(d)not engage sub-processors without the Controller's prior consent, save as provided in paragraph 7

(e)assist the Controller in responding to data subject rights requests, completing data protection impact assessments, and meeting notification obligations under Articles 33 and 34 UK GDPR

(f)notify the Controller without undue delay upon becoming aware of a personal data breach affecting payroll data, providing all information required by Article 33(3) UK GDPR, save where such notification is itself prohibited by law including under POCA 2002; and

(g)on termination, at the Controller's election, delete or return all personal data and provide written confirmation of deletion, subject to any legal retention obligations.

6.Security Measures

The Processor implements the following minimum technical and organisational measures:

(a)Access controls:Role-based access controls limiting access to payroll data to authorised personnel only; multi-factor authentication on systems holding personal data.

(b)Encryption:Personal data encrypted at rest (AES-256 or equivalent) and in transit (TLS 1.2 or above).

(c)Staff:All staff with access to payroll data trained on data protection obligations on joining and annually thereafter, and subject to binding confidentiality obligations.

(d)Incident response:Written incident response procedure; breaches reported to the Controller without undue delay and in any event within 24 hours of discovery, save where reporting is itself prohibited by law.

(e)Storage:Secure electronic storage environments with restricted access. No system can be guaranteed to be fully secure.

The Processor shall review and update these measures at least annually and notify the Controller of any material change.

7.Sub-Processors

The Controller authorises the Processor to appoint the following categories of sub-processor: payroll software providers; cloud hosting providers; identity verification service providers; and pension data transmission platforms. The Processor shall impose data protection obligations on sub-processors equivalent to those in this Schedule and shall remain fully liable to the Controller for sub-processors' acts and omissions.

8.International Transfers

Where payroll data is processed outside the United Kingdom, the Processor shall implement appropriate safeguards in accordance with the Data Protection Legislation, including where applicable an IDTA or UK Addendum to the EU Standard Contractual Clauses. The Controller's acceptance of these Terms constitutes consent to intra-group transfers within the Smart Registrations Limited corporate group subject to those safeguards.

9.Data Retention

Following termination of payroll services, personal data will be retained in accordance with the following schedule:

(a)Statutory minimum:Regulation 97 of the Income Tax (PAYE) Regulations 2003 requires employers and their agents to retain PAYE records for a minimum of 3 years from the end of the tax year to which they relate.

(b)Our adopted standard:Smart Registrations Limited adopts a standard retention period of 6 years from the end of the relevant tax year. This is consistent with HMRC best practice guidance, the Limitation Act 1980 (which establishes a 6-year limitation period for most contractual claims), and our obligations under the MLR 2017 (which require retention of AML-related records for 5 years from the end of the business relationship). The 6-year standard satisfies all of these requirements simultaneously and is our default position.

(c)Extended retention:Where litigation has arisen or may be pending, where records have become or may become relevant to regulatory or criminal proceedings (including proceedings under POCA 2002), or where a longer retention period is required by law or regulatory obligation, data will be retained for such longer period as is necessary. The Processor will not be required to delete data subject to a legal hold or that forms part of a SAR-related record.

(d)Deletion:Following expiry of the applicable retention period, payroll data will be securely deleted or anonymised. Written confirmation of deletion will be provided upon request where legally permissible. Where data cannot be confirmed as deleted due to legal restrictions including those arising under POCA 2002, the Processor will confirm that such data is held securely and will be deleted as soon as legally permitted.

10.Audit Rights

The Controller may request reasonable written information demonstrating the Processor's compliance with this Schedule. Formal on-site audits shall only be permitted where required by law or a regulator and subject to not less than 30 days' prior written notice (United Kingdom time). The cost of any audit shall be borne by the Controller unless the audit reveals a material breach by the Processor. No audit right extends to records that are subject to legal professional privilege, SAR confidentiality obligations under POCA 2002, or other statutory restrictions on disclosure.

11.SAR and Legal Compliance

Nothing in this Schedule requires the Processor to notify the Controller of any processing carried out pursuant to obligations under POCA 2002, the Terrorism Act 2000, or the MLR 2017, where such notification would constitute a tipping-off offence or otherwise be prohibited by law. The Processor's compliance with those statutory obligations shall not constitute a breach of this Schedule, Part D or Part A. The Controller acknowledges that payroll data may be disclosed to the NCA or other authorities pursuant to those obligations without the Controller's prior consent and without notice where notice itself would be unlawful.

12.Priority

In the event of conflict between this Schedule and the main terms of Part D or Part A, this Schedule prevails in relation to data protection matters.

These Terms and Conditions were last updated on 3 May 2026.Smart Registrations Limited | Company No. 12123095 | Registered in England and WalesVAT Number: 328 3839 76Trading as Smart Formations at www.smart-formations.co.ukTrading as Rpay at www.rpayroll.co.uk in respect of payroll services

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