Terms of Service

1. Agreement and parties

These Terms are between [Company name], a company registered in England and Wales (company number [Company number]) with its registered office at [Registered office address] (“RegisterTrack”, “we”, “us”, “our”), and the firm or individual using the Service (the “Customer”, “you”, “your”).

If you are entering into these Terms on behalf of a firm or organisation, you confirm that you have authority to bind that organisation. References to “you” include both the individual user and the firm they act for.

2. The Service

RegisterTrack is a workflow tool for UK accountancy firms and other authorised service providers to track and manage information about Companies House identity-verification status for officers and persons with significant control (PSCs) of their corporate clients.

The Service:

• Reads public data from Companies House under the Open Government Licence v3.0
• Provides workflow, deadlines, reminders, evidence storage, audit logs and reporting
• Does not perform identity verification on your behalf or your clients' behalf
• Does not file documents with Companies House on your behalf or your clients' behalf
• Is not legal, tax, regulatory or compliance advice

We are not affiliated with or endorsed by Companies House, GOV.UK, or any government body. We do not warrant that using the Service, on its own, will satisfy any specific regulatory or professional obligation that applies to you.

3. Eligibility and account

You must be at least 18 years old and have authority to bind the firm you represent. You are responsible for:

• Keeping account credentials confidential
• All activity carried out under your account
• Ensuring authorised users within your firm comply with these Terms
• Notifying us immediately at security@registertrack.com if you suspect unauthorised access

4. Free trial

We offer a 14-day free trial of the Service. No payment card is required to start a trial. During the trial, you may load up to 25 PSCs and use all then-available Service features.

We may modify, limit or end the free trial at any time, including by reducing functionality or restricting volume. At the end of the trial, the Service may become read-only until a paid subscription is taken out.

5. Subscription, fees and billing

Paid subscriptions are charged per firm and billed monthly or annually in advance through Stripe, our payment processor. Current pricing is published at registertrack.com/pricing.

• Fees are payable in advance and, except where required by law, are non-refundable
• VAT (where applicable) is added at the prevailing rate
• We may change prices on at least 30 days' written notice; changes apply at the next renewal of your subscription
• If a payment fails, we may suspend the Service until payment is restored
• You may cancel at any time through the Customer Portal; cancellation takes effect at the end of the current billing period and no pro-rata refund is given

6. Acceptable use

You may use the Service only:

• For the purpose for which it is provided
• In compliance with applicable laws, including UK GDPR, the Data Protection Act 2018, the Companies Act 2006 and the Economic Crime and Corporate Transparency Act 2023
• In compliance with the terms of the Companies House API and the Open Government Licence v3.0

You must not:

• Upload personal data for which you have no lawful basis to process
• Attempt to circumvent technical limits, security features or access controls
• Resell, sublicense or make the Service or its content available to a third party without our written consent
• Use the Service to send unsolicited communications, harass any person or facilitate unlawful activity
• Reverse engineer, decompile or extract source code, except to the extent permitted by law
• Use automated means to extract data from the Service beyond the API endpoints we make available
• Use the Service in a way that brings us, Companies House, GOV.UK or any other party into disrepute

If you breach these provisions, we may suspend or terminate access immediately, in addition to any other remedies available to us.

7. Customer data and data processing

You retain all rights in the data you load into the Service. We use that data only to operate, maintain, secure, improve and support the Service, and to provide aggregated insights in a form that does not identify any individual.

Where you upload or generate personal data about your clients' officers, secretaries or persons with significant control:

• You are the data controller; we are the data processor
• We process that data in line with our Data Processing Agreement (DPA), entered into before any production customer data is loaded
• The DPA forms part of these Terms and prevails in the event of conflict on data-processing matters
• Our Privacy Policy at registertrack.com/privacy describes our broader data handling

8. Intellectual property

We (or our licensors) own all rights in the Service, including software, design, content, branding, documentation and improvements. We grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service for the duration of your subscription, subject to these Terms.

You retain all rights in the data you upload. By providing feedback, suggestions or improvement ideas, you grant us a perpetual, royalty-free, worldwide licence to use that feedback to improve the Service, without obligation to you.

9. Companies House data

The Service incorporates public data published by Companies House, used under the Open Government Licence v3.0. Where you export or display this data outside the Service, you must preserve the attribution: “Contains public sector information licensed under the Open Government Licence v3.0.”

Companies House data is provided by Companies House on an “as is” basis. We make no warranty as to its accuracy, completeness or currency, and we cache it for performance, so there may be a delay between Companies House updates and what is shown in the Service. You remain responsible for verifying the accuracy of any data on which you rely.

10. Service availability

We aim to provide a reliable Service but, at our current pricing tiers, make no specific availability guarantee. We may:

• Perform scheduled and emergency maintenance, with reasonable notice where practicable
• Modify, suspend or discontinue any feature on reasonable notice
• Suspend the Service immediately if continuing would breach the law or harm us, our users or our infrastructure

Material reductions in functionality will be notified at least 30 days before they take effect, where reasonably practicable.

11. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care.

Except for that warranty and any warranty that cannot be excluded or limited by law, the Service is provided “as is” and “as available” without any other warranties, whether express or implied, including warranties of satisfactory quality, fitness for a particular purpose and non-infringement.

In particular, we do not warrant or guarantee:

• That your or your clients' filings, registrations or notifications will be accepted by Companies House
• That your or your clients' identity verifications will succeed
• That Companies House data reflected in the Service is accurate, complete or up to date
• That the Service, on its own, will satisfy any specific regulatory or professional obligation applicable to your firm

You remain solely responsible for your professional and regulatory obligations and for the accuracy of data you upload.

12. Limitation of liability

Nothing in these Terms limits or excludes our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be limited or excluded by law

Subject to the above, our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total fees you have paid us in the 12 months immediately preceding the event giving rise to the claim.

In no event will we be liable, even if foreseeable, for:

• Loss of profit, revenue, business or anticipated savings
• Loss of goodwill or reputation
• Loss of data, except where we have failed to comply with our obligations to back up data we hold for you
• Any indirect, special or consequential loss

You acknowledge that the fees for the Service reflect this allocation of risk.

13. Indemnification

You will indemnify and keep us indemnified against any claim, loss, damage, liability or expense (including reasonable legal costs) arising out of or in connection with:

• Your breach of these Terms
• Your or your authorised users' misuse of the Service
• Personal data you upload to the Service without a lawful basis
• Any third-party claim relating to your data or your use of the Service

We will indemnify you against any third-party claim that the Service, when used in accordance with these Terms, infringes that third party's intellectual-property rights in the United Kingdom, up to the cap in clause 12. We may, at our option, modify the Service, obtain a licence to allow continued use, or terminate your subscription with a pro-rata refund of fees paid in advance for the unused period.

14. Confidentiality

Each party will keep the other's non-public information confidential and use it only for the purposes of these Terms. This does not apply to information that:

• Is or becomes public other than through breach of these Terms
• Was already known to the receiving party at the time of disclosure
• Is independently developed by the receiving party
• Must be disclosed by law, with reasonable advance notice to the other party where lawful

15. Termination

Either party may terminate these Terms:

• By cancelling the subscription at the end of any billing period
• Immediately on written notice for a material breach that is not remedied within 14 days of written notice
• Immediately on written notice if the other party becomes insolvent, enters administration, ceases trading, or has a winding-up order made against it

On termination:

• All licences to use the Service end immediately
• We will, on request received within 30 days of termination, provide an export of your customer data
• After 30 days, we will delete your customer data in accordance with the DPA and the Privacy Policy
• Clauses that by their nature survive termination (including those relating to confidentiality, intellectual property, liability, indemnification, accrued fees, and governing law and jurisdiction) survive

16. Changes to the Service or these Terms

We may amend the Service or these Terms from time to time. We will give at least 30 days' notice of material changes by email to your registered account. By continuing to use the Service after a change takes effect, you accept the revised Terms. If you do not accept them, you may cancel before they take effect. Non-material changes (typos, clarifications, references) may take effect immediately.

17. General

17.1 Governing law

These Terms and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with them are governed by the laws of England and Wales.

17.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales.

17.3 Notices

Notices to us must be sent to legal@registertrack.com and, for matters requiring formal service, also to our registered office. Notices to you will be sent to the email address registered on your account.

17.4 Assignment

You may not assign your rights or obligations without our written consent, such consent not to be unreasonably withheld. We may assign these Terms to a successor entity in the event of a merger, acquisition or sale of substantially all our assets, with notice to you.

17.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remainder remains in full force, and the invalid provision will be interpreted to give effect to the parties' original intention as far as legally possible.

17.6 Entire agreement

These Terms (together with the Privacy Policy and the DPA, where applicable) form the entire agreement between us and supersede any prior agreement, understanding or arrangement on the same subject matter.

17.7 Third-party rights

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

17.8 Force majeure

Neither party is liable for any failure or delay caused by events outside its reasonable control, including acts of God, war, civil unrest, government action, industrial action, infrastructure failures of third-party providers, and pandemics.

17.9 Waiver

A failure or delay in exercising any right under these Terms is not a waiver of that right. A waiver of any breach is not a waiver of any subsequent breach.

17.10 No partnership

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

18. Contact

Questions about these Terms: legal@registertrack.com.

Operated by [Company name], registered in England and Wales, company number [Company number]. Registered office: [Registered office address].