Identity Verification – Terms and Conditions

The identity verification service provided by Axsuma (the “IDV Service”), relating to the UK’s Economic Crime and Corporate Transparency Act, 2023 (“ECCTA”), is described below and is provided on the basis of these terms and conditions (these “Terms”).

Axsuma’s standard terms of business (the “Standard Terms”) are available at: www.axsuma.co.uk/standard-terms/IDV

If there is any conflict between these Terms and the Standard Terms, these Terms shall prevail.

Where services are provided under a separate agreement (including a framework agreement or engagement letter) (the “Existing Terms”), those terms shall apply instead of the Standard Terms. In the event of inconsistency, these Terms shall prevail.

Axsuma may amend these Terms from time to time. Updated versions will be published on our website and shall take effect upon publication.

For the purposes of these Terms:

• “Client” means the person or entity instructing Axsuma

• “Individual” means the person whose identity is to be verified

• “Axsuma” means the relevant Axsuma entity providing the IDV Service

PART 1: THE SERVICES

1. Identity verification

   1. Axsuma shall make available its solution to support the Individual through the identification verification process on one occasion (the “IDV Solution”).

   2. When the IDV Solution is made available to the Individual, he or she will be required to accept additional terms and conditions relating to the use of the IDV Solution. The IDV Solution may be provided via a third-party provider and Axsuma shall not be responsible for the availability, performance or operation of such third-party systems. The Client accepts that the Individual will not be able to use the IDV Solution until he or she has agreed to those terms and conditions.

   3. If the verification process is successful, the Individual shall be issued a unique identification number by Companies House. You and/or the Individual shall be responsible for the holding and security of that number. It shall not be delivered to or retained by Axsuma as part of the IDV Service.

   4. The Client acknowledges and accepts that, when providing the IDV Service, Axsuma:

1. does not guarantee a successful verification or the issuing of a unique identification number by Companies House;

2. may, at its discretion, request additional documentation and/or information in relation to the application for verification; and

3. may, at its discretion, refuse to submit an application for verification to Companies House and/or withdraw the use of the IDV Solution for any reason, including where (i) it believes that the documentation used to support the verification is not genuine, in date or otherwise valid; (ii) the Individual appears on any sanctions list in the UK or elsewhere; or (iii) where any connection with criminal or fraudulent activity is detected by the IDV Solution

2. Warranties

   1. Axsuma warrants that it is an “authorised corporate service provider” as defined in ECCTA and shall provide the IDV Service with reasonable skill and care.

   2. The Client warrants that:

1. it has authority from the Individual to instruct Axsuma to provide the IDV Service in relation to that Individual;

2. it has made the Individual aware of these Terms and any applicable privacy notice and the Individual has accepted them;

3. it reasonably believes that the documents used to verify the Individual will be genuine, in-date and otherwise valid, and any information provided by the Client shall, as far as it is aware, be true and accurate in all respects; and

4. it reasonably believes that utilisation of the IDV Service and the IDV Solution by the Individual is not intended to be for any criminal or fraudulent purpose.

   1. The Client shall ensure that the Individual provides accurate, complete and up-to-date information when using the IDV Solution.

3. Data Protection

   1. Axsuma shall process personal data in accordance with applicable data protection laws, including the UK GDPR.

   2. Axsuma shall act as an independent data controller in respect of personal data processed in connection with the IDV Service.

   3. Personal data may be processed for the purposes of identity verification, compliance with legal obligations, fraud prevention and sanctions screening.

   4. Personal data may be shared with third-party verification providers and Companies House where required.

   5. Further details regarding the processing of personal data are set out in Axsuma’s privacy notice available on its website.

4. Liability

   1. Axsuma shall maximum, aggregate liability for IDV Service shall not exceed GB£5,000 (subject to clause 3.4).

   2. Axsuma shall have no liability where:

1. the application for verification is unsuccessful except in the case of the gross negligence, fraud or wilful misconduct of Axsuma;

2. it declines to provide or withdraws the use of the IDV Service and/or the IDV Solution where the Client or the Individual has not complied with their obligations under these Terms or where our IDV Solution detects any connection with criminal or fraudulent activity;

3. where the information and/or documents provided to Axsuma in connection with the application are not genuine, in-date and otherwise valid; or

4. where the Individual does not use the IDV Service in time to comply with the requirements of ECCTA

   1. Axsuma shall not be liable for any acts or omissions of third-party providers involved in the IDV Solution.

   2. Nothing in these Terms shall limit or exclude Axsuma’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law.

   3. Except as expressly otherwise provided in this Clause 2, the liability related provisions included in the Standard Terms or the Existing Standard Terms (as applicable), shall apply.

5. Termination

   1. Axsuma may terminate or suspend the IDV Service immediately where the Client is in breach of these Terms or where Axsuma reasonably suspects criminal or fraudulent activity.

   2. Termination shall not affect any accrued rights or liabilities.

6. Force Majeure

   1. Axsuma shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including failure of third-party systems or regulatory changes.

PART 2: THE FEES

Unless otherwise agreed in writing, Axsuma fee is £125 (exclusive of VAT) for each individual verification at Companies House.

This fee includes access to the IDV Solution along with reasonable support and submission of the application to Companies House for the unique identification number.

An invoice for the fee(s) shall be raised after Axsuma has been provided with the full name and personal email address of the Individual(s) and shall be payable regardless of whether the Individual(s) commences or completes the identification verification process.

Subject to these Terms, in the event that identity cannot be verified on the first attempt, one additional attempt is included in the fee. If it is not possible to complete identity verification on the second attempt, a new application must be made, and an additional fee shall apply at the same rate as the original verification.

7. Governing Law and Jurisdiction

   1. These Terms shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.