Virtual Office Terms and Conditions

 

These Terms and Conditions, together with your completed application, Welcome Email and any documents expressly incorporated by reference, form the agreement between Clavering House Limited and the Client.

 

By using any of our Virtual Services, you agree to be bound by these terms and conditions. If you do not accept these terms and conditions, you will not be able to use any Services from Clavering House.  Clavering House Limited accept applications in person at our office address or through our website. www.claveringhouse.co.uk is a site operated by Clavering House Limited (we/us). We are registered in England and Wales under company number 07406205 and with our registered office at Clavering House, 1 Clavering Place, Newcastle Upon Tyne, NE1 3NG, which is also our Trading Address.

 

In these Terms and Conditions:

• “Agreement” means these Terms and Conditions together with the completed application and Welcome Email.
• “Centre” means Clavering House, 1 Clavering Place, Newcastle upon Tyne, NE1 3NG.
• “Client” means the person, company or organisation entering into this Agreement.
• “Services” means the virtual office services purchased by the Client and confirmed in the Welcome Email.
• “Welcome Email” means the email issued by Clavering House confirming acceptance of the Client’s application.
• “Working Day” means any day other than a Saturday, Sunday or public holiday in England.

 

ELIGIBILITY

1.1 By submitting an application through Clavering House, you confirm that:

(a) You are legally capable of entering into binding agreements;

(b) You will not use any of the rights granted by these terms for any obscene, illegal, immoral, or defamatory purposes and will not in any way bring us or our name into disrepute;

(c) Where you are acting on behalf of a company, partnership or other organisation, you confirm that you have authority to enter into this Agreement on its behalf;

(d) All information supplied during the application process is true, accurate and complete.

 

HOW THE AGREEMENT IS FORMED BETWEEN YOU AND US

2.1 All applications are subject to acceptance by Clavering House. We reserve the right to refuse any application at our sole discretion and are under no obligation to provide reasons for our decision.

 

2.2 Before accepting your application, we may require additional information or documentation at any stage of the application process, including but not limited to proof of identity, proof of residential address, beneficial owner information, or any other information we reasonably require to satisfy our legal, regulatory, anti-money laundering or internal compliance requirements.

2.3 The Agreement between us will only come into effect when:

(a) we have completed all required compliance and identity checks to our satisfaction;

(b) all sums due at the commencement of the Services have been paid in full; and

(c) we have issued our Welcome Email confirming acceptance of your application and the commencement of the Services.

 

2.4 A copy of these Terms and Conditions will be provided with the Welcome Email.

 

SUPPLY OF SERVICES

3.1 The Services will commence on the Start Date specified in the Welcome Email. The Start Date is the date on which the Agreement comes into effect in accordance with Clause 2.3. Any estimated activation times are provided for guidance only and do not form part of this Agreement.

 

3.2 The Services will be provided for the initial term selected by the Client during the application process and will continue until terminated in accordance with Section 7 of these Terms and Conditions.

 

3.3 While we aim to activate the Services promptly following receipt of a fully completed application, activation times are dependent upon the timely receipt of all required information, documentation, identity verification processes and payment. We shall not be liable for any delay in commencing the Services where such delay arises from incomplete applications, outstanding compliance requirements or any other circumstance outside our reasonable control.

 

3.4 All fees and charges are payable in Pounds Sterling (GBP) unless otherwise agreed by us in writing.

 

CLIENT RESPONSIBILITIES AND COMPLIANCE

4.1 The Client shall:

(a) ensure that all information provided to us is complete, accurate and kept up to date;

(b) cooperate with us in all matters relating to the Services;

(c) promptly provide any information or documentation we reasonably request;

(d) comply with all requests made by us in connection with our legal, regulatory, anti-money laundering or compliance obligations;

(e) notify us without undue delay of any change to:

• beneficial ownership;
• directors or partners;
• trading name;
• business activity;
• forwarding address;
• contact details;
• the legal status of the business (for example, if a sole trader incorporates as a limited company);

(f) use the Services only for lawful purposes and in accordance with these Terms;

(g) not use the Services in any way which is unlawful, fraudulent or likely to damage the reputation of Clavering House.

 

4.2 To comply with our legal, regulatory and anti-money laundering obligations, and to manage the risks associated with providing the Services, we:

(a) are required to carry out identity verification and customer due diligence checks before activating the Services. We may also carry out additional or repeat checks during the term of this Agreement where we reasonably consider this necessary to comply with our ongoing legal, regulatory or internal compliance requirements.

(b) carry out identity verification and customer due diligence checks on all relevant individuals connected with your application, including (where applicable) sole traders, directors, persons of significant control, partners, beneficial owners and any other individuals we reasonably require to verify.

(c)  require the Client to provide all documentation and information reasonably requested by us promptly. This may include proof of identity, proof of residential address and any other information required to verify your identity, your business or your source of funds where appropriate.

(d) where electronic identity verification is carried out, this may include a soft credit search for identity verification purposes only. This does not affect your credit rating or leave a visible footprint for lenders.

(e) if you fail to provide satisfactory documentation or information, or if we are unable to complete our identity verification or customer due diligence checks to our satisfaction, we reserve the right to refuse or terminate the Services in accordance with these Terms and Conditions.

(f) applications cancelled within 14 days of submission will be refunded, less the applicable non-refundable administration fee in force at the time of your application, which covers the cost of identity verification and compliance checks already undertaken.

 

4.3 We operate a risk-based approach to ongoing customer due diligence and monitoring throughout the duration of this Agreement. We may therefore request updated information or documentation whenever we reasonably consider it necessary to:

(a) comply with our legal, regulatory or anti-money laundering obligations;

(b) verify the accuracy of information previously supplied;

(c) review changes to your business, ownership or activities;

(d) complete periodic or risk-based compliance reviews; or

(e) investigate information or circumstances requiring further verification.

Failure to provide information or documentation reasonably requested under this clause may result in the suspension or termination of the Services.

 

4.4 Due to the type of services we provide any compensation claim shall be limited in total to one month’s service fee. We cannot accept any compensation claim that is the result of consequential loss to your business and, by accepting these terms you fully agree to indemnify us from any such claim.

 

4.5 Where we know or suspect that your use of the Services involves money laundering, terrorist financing, fraud or other criminal activity, we may disclose information relating to your account where we are required or permitted to do so by law, including by making reports to the National Crime Agency (NCA) or any other competent authority. We will not notify you where doing so would be unlawful or would prejudice any investigation.

 

THE SERVICES

5.1 The Services provided under this Agreement shall be those selected by the Client during the application process and confirmed in the Welcome Email. We are under no obligation to provide any additional services unless agreed by us in writing.

 

5.2

(a) Mailbox Service – The Mailbox Service permits the Client to use the Centre as a business trading address only. It does not permit use of the Centre as a registered office unless the Registered Office Service has also been purchased and confirmed in the Welcome Email.

(b) Registered Office – The Registered Office Service permits the Client to use the Centre as its registered office address for Companies House purposes. Where applicable, the Client may also use the Centre as its correspondence address for HMRC.

(c) The Client remains solely responsible for notifying Companies House, HMRC and any other relevant organisation of any change to its registered office or correspondence address. Clavering House does not update these records on the Client’s behalf.

 

5.3 Mail – Incoming mail will be handled as per your selection during sign-up.

(a) The post forwarding service is based on a fair usage policy. Under this policy, if at any time we reasonably consider your use exceeds the level of use normally expected from someone using this service, then we reserve the right to suspend the Services. In such an event we will contact you in an effort to establish a reasonable usage charge that will permit you to continue to use the Virtual Office service.

(b) We reserve the right, where reasonably necessary, to open any items before collection or forwarding that may be suspected of containing dangerous or illegal objects/substances or to provide information to the police or other investigative bodies where it is our belief that our services are being or have been used for criminal or fraudulent purposes.

(c) Mail collection will only be permitted to the person or persons nominated by you for collection once all required identity verification and customer due diligence checks have been satisfactorily completed.

(d) We reserve the right to refuse, return to sender, securely destroy or otherwise deal with any item received contrary to these Terms or where we reasonably consider acceptance would breach our legal or regulatory obligations.

(e) We cannot guarantee the delivery of mail or parcels by third-party carriers, including Royal Mail. While we will raise issues directly with the provider where a delivery failure appears to affect multiple clients, we are not liable for any delays or non-delivery caused by third-party postal services.

(f) Mail will only be accepted for the business names and individuals approved by Clavering House as part of this Agreement. We reserve the right to refuse or return to sender any mail addressed to unauthorised businesses or individuals.

 

5.4 Mail forwarding – All mail delivered to you at the Virtual Office address will be forwarded by an appropriate postal service selected by us to the address (United Kingdom only) specified by you during the sign-up process within a reasonable time after receipt at the Virtual Office address. In the event that mail delivered to you at the Virtual Office address is not addressed in such a way that we are able to verify from the outside packaging that it is addressed to you, we reserve the right to open such mail to determine for whom it is intended. Clavering House does not guarantee or assume responsibility for any mail forwarded on behalf of the client.

 

5.5 Parcels – Maximum parcel size accepted is 50 x 50 x 50cm and 5kg.

(a) We will not accept any items exceeding the size limit, or containing dangerous, live, or perishable goods. We reserve the right to refuse any parcel which, in our reasonable opinion, exceeds our storage capacity or would breach our legal, regulatory or health and safety obligations.

(b) Due to the nature of parcel delivery companies and the lack of set delivery times, Clavering House cannot accept responsibility for failed deliveries if no staff member is available to receive them.

(c) Outgoing parcels are charged at Royal Mail’s current franking rates plus a 20% admin fee. These charges will be added to your invoice for the relevant calendar month and collected in line with your usual billing cycle.

(d) Clients are prohibited from sending couriers to collect items directly; all parcel forwarding must be arranged by the Centre to the forwarding address specified during sign-up. Tracking numbers will not be provided, in accordance with The Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.
(e) All parcels must be collected within 5 working days of notification. Due to limited secure storage space, any items not collected within this timeframe may be returned to the sender without further notice. Clavering House will not be liable for any loss, damage, or cost resulting from uncollected parcels.

 

5.6 Telephone Answering – Our Telephone Answering Service enables calls to a telephone number designated by the Centre to be answered in the company name specified by the Client. Calls will be handled according to instructions specified by the Client and outlined in the Welcome Email.

 

5.7 Telephone Number Service – You will be assigned either a local geographic or national telephone number, subject to availability, after signing up to our services. The Client must specify whether the number is to be diverted to either a mobile or a landline number. Although infrequent, diversion charges are subject to change, we will give 30 days notice of any such changes.

 

5.8 Vehicle Registration and DVLA Correspondence– The Centre must not be used as the registered keeper address, correspondence address or principal address for any motor vehicle or other vehicle registered with the Driver and Vehicle Licensing Agency (DVLA).

(a) Any correspondence received from the Driver and Vehicle Licensing Agency (DVLA), or relating to the registration, licensing, taxation, enforcement or use of a vehicle, may be returned to sender without notice.

(b) Continued or repeated misuse of the Centre address for vehicle-related purposes will constitute a breach of these Terms and Conditions and may result in the suspension or termination of the Services.

(c) The Client must promptly remove the Centre address from any vehicle registration or vehicle-related record upon our request.

 

FEES AND PAYMENT

6.1 The fees for the Services are those published on our website, or otherwise agreed by us in writing, at the time the Agreement is entered into. All fees are exclusive of VAT unless expressly stated otherwise.

 

6.2

(a) Service fees are payable in advance.

(b) Unless otherwise agreed, invoices are issued twice yearly, covering the periods January to June and July to December.

(c) Monthly payments made by Standing Order or other agreed payment method will be allocated against the relevant invoice.

(d) Additional charges incurred during the course of the Agreement will be invoiced separately or added to the next available invoice.

 

6.3 If payment is not received by the due date, we will contact you by email to request payment. If payment remains outstanding, we reserve the right to suspend or terminate all or part of the Services without further notice. We reserve the right to refer outstanding debts to a debt recovery agency or take any other lawful action to recover monies owed. While any sums remain outstanding, we reserve the right to withhold mail, parcels, telephone messages and any other Services until payment has been received in full. We reserve the right to charge interest and recover any reasonable costs incurred in recovering overdue sums. Interest will accrue at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.

 

6.4 Additional charges, including (but not limited to) additional telephone calls over your package allowance, parcel forwarding and telephone numbers diversion charges are invoiced a month in arrears.

 

6.5 We may amend our fees from time to time by giving not less than 30 days’ written notice. The revised fees will apply from the date specified in the notice.

 

CANCELLATION

7.1 The Client may terminate this Agreement at any time by giving not less than one calendar month’s written notice to admin@claveringhouse.co.uk.

 

7.2 Where the Client has been authorised to use the Centre address, within 14 days of the termination date the Client must cease using the Centre address and update all relevant records, registrations, websites, online directories, stationery, marketing materials and any other references to the Centre address to reflect its new address.

(a) If we reasonably determine that the Centre address continues to be used after termination, the Services may be reactivated. Where the Services are reactivated, this Agreement will continue in accordance with these Terms and Conditions and may only be terminated in accordance with Clause 7.1.

(b) No mail, parcels, telephone messages or other Services will be provided following termination of the Agreement unless the Services have been reactivated. Any mail received after termination may be returned to sender.

(c) If the Services are reactivated under this Clause, the Client will be liable for the applicable reactivation fee together with any ongoing Service charges until the Agreement is properly terminated. Any unpaid fees may be recovered using any lawful means available to us, including referral to a debt recovery agency.

7.3 Upon termination of the Agreement, a final invoice will be issued covering any remaining notice period, where applicable. We may also issue a further invoice for any additional Services or charges incurred but not yet invoiced, including (for example) mail forwarding charges incurred during the final billing period.

7.4 We may suspend or terminate the Agreement immediately, without notice or refund where we reasonably believe the Services are being used for unlawful, fraudulent or criminal purposes, or where the Client commits a material breach of these Terms and Conditions. Without limitation, this includes where:

(a) the Client fails to pay any amount due under the Agreement on the due date for payment;

(b) the Client commits a breach of any material term of this Agreement and (if such breach is capable of remedy) fails to remedy that breach within a period of 14 days after being notified to do so;

(c) the Client becomes insolvent or enters into liquidation;

(d) the Client suspends payment of its debts or is unable to pay its debts as they fall due;

(e) the Client enters into any compromise or arrangement with creditors to reschedule its debts;

(f) any action is taken in connection with the winding up of the Client;

(g) an administrator is appointed over the Client;

(h) the Client is the subject of a bankruptcy petition or order;

(i) the Client fails to maintain a valid forwarding address, or mail forwarded to the forwarding address is repeatedly returned undelivered;

(j) the Client or someone authorised by the Client acts in a threatening, abusive or aggressive manner towards our employees, contractors or representatives;

(k) the Client acts in a manner which is, or is likely to be, detrimental to the reputation or legitimate business interests of Clavering House;

(l) the Client fails to comply with any request made under our customer due diligence, identity verification or anti-money laundering procedures;

(m) we are required to terminate this Agreement in order to comply with any legal, regulatory or enforcement requirement;

(n) the Client provides false, misleading or incomplete information during the application process or at any time during the Agreement.

 

USE OF CLAVERING HOUSE NAME AND BRANDING

8.1 Nothing in this Agreement grants the Client any ownership of, or intellectual property rights in, the Clavering House name, logo, branding, website, photographs, marketing materials or other content belonging to Clavering House.

 

8.2 The Client may use the Centre address and the Clavering House name only to the extent necessary to make legitimate use of the Services and in accordance with these Terms and Conditions. Any other use of the Clavering House name, logo, branding, photographs, images of the Centre or other marketing materials requires our prior written consent.

 

8.3 The Client must not make any statement or representation, whether express or implied, which inaccurately describes the nature of the Services provided by Clavering House or suggests that:

(a) the Client occupies or leases physical office accommodation at the Centre where this is not the case;

(b) Clavering House endorses, sponsors or is affiliated with the Client’s business; or

(c) the Client has any rights to use the Centre beyond those expressly granted under this Agreement.

 

8.4 We reserve the right to require the immediate removal or correction of any material which, in our reasonable opinion, breaches this clause or misrepresents the nature of the Services provided.

 

CONFIDENTIALITY

9.1 Each party agrees to keep confidential any information of a confidential nature obtained from the other party in connection with this Agreement and shall not disclose such information to any third party except:

(a) where disclosure is required by law or by a regulatory or enforcement authority;

(b) where disclosure is necessary for the performance of this Agreement;

(c) where the information is already lawfully in the public domain; or

(d) with the prior written consent of the other party.

 

9.2 We may disclose information to third-party service providers engaged by us for the purposes of delivering the Services, provided they are subject to appropriate confidentiality obligations. Additionally, we may disclose information relating to the Client where reasonably necessary to:

(a) comply with our legal, regulatory or anti-money laundering obligations;

(b) provide the Services;

(c) obtain professional advice; or

(d) recover outstanding debts.

 

9.3 The obligations contained in this Section shall continue after termination of this Agreement.

 

NOTICES AND COMMUNICATIONS

10.1 The Client agrees that, unless otherwise required by law, communications relating to this Agreement may be sent electronically by email.

 

10.2 Any notice given by the Client under this Agreement must be sent:

(a) by email to admin@claveringhouse.co.uk; or

(b) by recorded delivery post to Clavering House Limited, Clavering House, 1 Clavering Place, Newcastle upon Tyne, NE1 3NG.

 

10.3 We may send notices or other communications to the email address or postal address last provided by the Client.

 

10.4 It is the Client’s responsibility to ensure that their contact details remain accurate and up to date throughout the term of this Agreement.

 

10.5 A notice sent by email shall be deemed received on the next Working Day following transmission, unless the sender receives notification that the email was not successfully delivered. A notice sent by recorded delivery post shall be deemed received two Working Days after posting.

 

GENERAL

11.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 

11.2 Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights under this Agreement.

 

11.3 We may amend these Terms and Conditions from time to time where reasonably necessary to reflect changes in the law, regulation, industry guidance, the Services we provide or our business practices. We will give the Client reasonable notice of any material changes. Continued use of the Services after the effective date of those changes shall constitute acceptance of the revised Terms and Conditions.

 

11.4 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

 

11.5 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising under or in connection with this Agreement.

 

11.6 Force Majeure – Clavering House Ltd shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from events beyond its reasonable control, including (but not limited to):

(a) industrial action affecting postal, courier or transport services;

(b) flood;

(c) fire;

(d) cyber attack or significant IT failure;

(e) pandemic or epidemic;

(f) interruption to utility or telecommunications services;

(g) acts of government or regulatory authorities; or

(h) any other event beyond our reasonable control.