Terms and Conditions

Effective date: 27 October 2025

By using our services, the Customer agrees to be legally bound by these Terms & Conditions, whether or not a physical or electronic signature is provided. No physical signature is required for these Terms to be enforceable.

1. General Terms

1.1 Agreement & Legal Status

1.1.1 By using any services or resources provided by Clyde Resources Ltd (the Company), including this website, the Customer agrees to these Terms and confirms compliance with all applicable laws and regulations.

1.1.2 Customer means any individual, company, or authorised representative entering into an agreement with the Company, whether acting personally or on behalf of another entity.

1.1.3 The Company is a regulated Trust or Company Service Provider (TCSP) supervised by HMRC and must comply with the UK Money Laundering Regulations 2017 (MLR 2017).

1.2 Identity Verification (AML) & Compliance

1.2.1 Condition of service. The provision of any service is strictly conditional upon the Customer passing mandatory Customer Due Diligence (CDD) and identity verification checks. This includes providing ID for all individuals and all Persons with Significant Control (PSCs) who own or control more than 25% of a corporate customer. Where applicable, the Company may also verify ultimate beneficial owners (UBOs) who exercise control through other means. The Customer must notify the Company within 14 days of any changes to directors, PSCs or ownership relevant to AML compliance.

1.2.2 Non‑compliance. The Company may immediately suspend, refuse, or terminate services without refund if the Customer fails to complete CDD, fails verification, or uses the services for illegal or high‑risk activities.

1.2.3 Tipping off. If the Company suspects money laundering or terrorist financing, it is legally prohibited from informing the Customer that a Suspicious Activity Report (SAR) has been filed with the National Crime Agency (NCA).

1.2.4 Prohibited use. The Customer must not engage in fraudulent, unlawful, or abusive activities. The Company may suspend or terminate services violating these terms (see Section 3). A summary of the Company’s Anti‑Money Laundering (AML) Policy is available on request or via https://clydeoffices.co.uk/aml.

1.2.5 High‑risk jurisdictions. The Company may refuse or terminate services for clients domiciled in jurisdictions subject to international sanctions or identified as high‑risk under HMRC or FATF guidance.

1.3 Company Details

These Terms apply to all services by Clyde Resources Ltd, incorporated under the Companies Acts (SC353174), with its registered office at Clyde Offices, 48 West George Street, Glasgow, G2 1BP (the Premises).

1.4 Age Restriction

Customers must be at least 18 years old to use the services.

1.5 Correction of Errors

The Company may correct typographical or clerical errors in any document without liability.

1.6 Governing Law & Jurisdiction

These Terms are governed by the laws of Scotland. The courts of Scotland have exclusive jurisdiction to resolve any disputes arising under or in connection with these Terms.

1.7 Intellectual Property

All materials and intellectual property created by the Company remain its property unless agreed otherwise in writing. The Customer retains ownership of any intellectual property provided to the Company but grants the Company a non‑exclusive, royalty‑free licence to use such intellectual property solely for the purpose of delivering the services under these Terms.

1.8 Data Protection & Privacy

1.8.1 Policy incorporation. Personal data is processed under the Company’s Privacy Policy: https://clydeoffices.co.uk/privacy-policy/. By using the services, the Customer agrees to this policy.

1.8.2 Legal basis & retention. The Company’s primary legal basis for processing identity data is compliance with a legal obligation (MLR 2017). Identity and compliance‑related personal data will be retained for at least 5 years after the business relationship ends.

1.8.3 Secure submission. The Customer must use the Company’s secure file portals or encrypted email to submit identity documents. The Company accepts no liability for data breach or loss arising from documents sent via unprotected email attachments.

1.9 Data Processing (Client Data)

Where Clyde Offices Ltd processes personal data on the Client’s behalf (including handling calls, mail, or virtual assistant tasks), the Client acts as the Data Controller and Clyde Offices Ltd acts as the Data Processor. In accordance with UK GDPR Article 28, the parties agree as follows:

1.9.1 Process on Instructions: We will act only on the Client’s documented instructions regarding the processing of personal data, unless otherwise required by law. Documented instructions include instructions provided via email, telephone, client portals, or other agreed communication channels in the course of providing the Services.

1.9.2 Confidentiality & Security: We ensure that all staff, agents, and contractors are bound by confidentiality obligations and that appropriate technical and organisational measures, proportionate to the nature of the data and processing, are implemented to safeguard personal data.

1.9.3 Sub-processing: The Client generally authorises us to engage trusted sub-processors (such as software providers or subcontractors) to deliver the Services, provided they are subject to equivalent data protection obligations. Categories of sub-processors may be made available upon reasonable request.

1.9.4 Breach & Assistance: We will notify the Client without undue delay upon becoming aware of a personal data breach affecting Client data and provide reasonable assistance to enable the Client to respond to data subject requests or meet applicable compliance obligations.

1.9.5 Deletion: Upon termination of the Services, we will delete or return personal data to the Client, subject to any legal or regulatory retention requirements.

2. Payments & Renewals

2.1 Automatic Renewals

All services automatically renew at the end of the initial term (e.g., monthly, six‑monthly, or annually) based on the billing frequency selected at sign‑up.

Renewal timeline:

• Invoice emailed at least 3 days before renewal date.
• Payment taken on the renewal date (3 days after invoice).
• If the renewal date falls on a weekend/bank holiday, payment may be taken on the next business day.
• Where necessary to prevent interruption, the Company may process payment within 24 hours of issuing the invoice.
• By signing up, the Customer expressly agrees to these automatic renewal terms.

The Customer may change billing frequency or cancel any time before the renewal date by emailing info@clydeoffices.co.uk. No refunds are issued for unused portions of a term (see 2.4).

2.2 Cancellation Responsibility

The Customer must cancel in writing before renewal payment processing. Late cancellations result in automatic renewal. See 2.4 Refunds.

2.3 Valid Payment Method

A valid payment method must be linked to the Customer’s account. If payment fails, the Company may immediately suspend services until payment is received. If unsuccessful after a second attempt, services may be suspended or terminated (see Section 3).

Overdue balances beyond 14 days may incur statutory interest at 8% above the Bank of England base rate (Late Payment of Commercial Debts (Interest) Act 1998).

The Customer agrees not to raise a chargeback unless there is evidence of unauthorised use. The Company may recover chargeback fees and dispute‑related costs if a chargeback is found to be invalid. This does not affect any statutory rights consumers may have with their card issuer.

2.4 Refunds

Refunds are at the Company’s discretion. Refunds for unused service periods are not issued where the Customer cancels. Pro‑rata refunds may be considered where the Company terminates without cause.

Refund requests must be submitted within 7 days of the transaction. Approved refunds will be processed within 7 working days.

2.5 VAT Charges

Prices for handling fees and non‑exempt services are exclusive of VAT, applied at the prevailing rate (currently 20%). Royal Mail 1st Class Standard postage is VAT‑exempt (see Sections 4 and 6). If VAT rates change, pricing may be adjusted accordingly.

2.6 Right to Cancel (Consumers only)

If you are a consumer under the Consumer Contracts Regulations 2013, you have 14 days from the day after sign‑up to cancel for a refund. If you ask us to start the service during the cooling‑off period, you will pay for the proportion of services provided up to the time you cancel. This clause does not apply to business customers.

3. Right to Refuse or Terminate Services

The Company may refuse, suspend, or terminate services at its discretion without prior notice in cases of fraud, illegal activity, non‑payment, or AML non‑compliance (as per Section 1.2). For all other terminations, the Company will provide reasonable written notice where feasible, including for:

• Fraudulent, unlawful, or abusive activity.
• Failure to complete or pass CDD checks.
• Non‑payment of fees (see Section 2).
• Misuse of services.
• False, misleading, or incomplete information.
• Actions resulting in criminal convictions or regulatory sanctions.
• Inquiries from law enforcement, HMRC, Trading Standards, or other authorities regarding the Customer’s use.

“Reasonable written notice” means at least 14 days unless otherwise specified. For terminations without cause, the Company will provide 30 days’ notice where feasible.

Customers may request a review of termination decisions within 7 days by contacting info@clydeoffices.co.uk. The Company’s decision is final and not subject to appeal. No refunds will be issued for unused service periods upon termination. For mail handling post‑termination, see 4.6.

4. Mail Services

4.1 Mailbox Service

• Mailbox address at the Premises, confirmed upon sign‑up and payment.
• Recurring fee payable annually, six‑monthly, or monthly.
• Email notifications for received mail, where practicable.
• Mail collection: 9 AM – 5 PM, Monday to Friday (excluding public holidays).
• Use of the address as a Registered Address at Companies House, subject to compliance.
• Receipt of prepaid mail and cash‑on‑delivery items, with prior arrangement.
• The service provides an address for correspondence only and does not create a lease, tenancy, or interest in real property.

Identity verification & activation

(a) CDD requirement. Activation occurs only once CDD and identity verification checks (Section 1.2) have been completed. The Company may require Enhanced Due Diligence (EDD) in higher‑risk situations (e.g., overseas customers or complex structures).

(b) Verified names only. The Company will only accept and process mail addressed to the legal names the Customer has explicitly provided and which have been verified during CDD. Mail received for unverified names may be rejected, returned, or destroyed.

(c) Disclosure. The Customer authorises the Company to disclose identity and business information to legal or regulatory authorities (e.g., HMRC, NCA, police) for compliance with MLR 2017.

Ownership & use

The mailbox address remains the property of the Company; the Company may revoke mailbox services at any time in accordance with these Terms.

Delivery & authorisation

The Customer authorises the Company and its representatives to sign for and accept deliveries on their behalf where required. The Company is not liable for any loss, damage, or delays caused by the carrier after the item has been received.

Collection & accumulation

Mail must be collected regularly, or a forwarding arrangement must be in place. If mail accumulates beyond a reasonable amount, the Company will notify the Customer (see 4.4). The Company may return or dispose of uncollected mail at its discretion if no arrangement is made within a reasonable timeframe.

4.2 Prepayment Requirement for Mail Processing

• Sufficient credit is required for scanning or forwarding.
• Minimum top‑up: £10.00.
• Options: manual funding or auto top‑up.
• If balance falls below £5.00 without auto top‑up, mail is held until funds are added.

4.3 Late or Missed Payments

Missed payments may lead to mail retention for 30 days with a late fee (see Section 2). After 30 days, mail may be destroyed or returned at the Customer’s expense.

4.4 Mail Processing

Forwarding

• Options: daily, weekly, fortnightly, monthly, or on request.
• Charges: Royal Mail 1st Class postage (VAT‑exempt) + £0.50 handling per item (inc. 20% VAT).

Scanning

• £0.50 per letter + £0.05 per scanned page (inc. 20% VAT).

Collection

• Free in‑person collection.

Uncollected mail & storage fees

• No storage charges for ordinary levels of mail.
• Storage/handling fees may be applied for excessive volumes or large/bulky items (Royal Mail UK size guide baseline), per item/week:
  • Letters — £0.50
  • Small parcels — £2.00
  • Medium parcels — £4.00
  • Large parcels — £8.00
  • Oversized/exceptional — £20.00
• 14 days’ advance notice will be given before charges are imposed.
• If charges remain unpaid for 7 days, or volume exceeds reasonable storage, the Company may terminate the service and return mail where possible.

4.5 Liability & Customer Responsibilities

Liability limitations

The Company accepts no liability for loss, damage, or delays caused by Royal Mail or other carriers once mail has been dispatched. The Mailbox Service is not intended for the storage of valuable items. See Sections 9.4 and 9.5.

Unauthorised use of address & additional fees

• All company/personal names using the address must be disclosed in advance.
• Standard allowance: up to 2 company names and 2 personal names.
• Additional names: £5.00 + VAT per name/month (pro‑rata).
• The Company may check public records (e.g., Companies House). Unauthorised registrations will be invoiced and may lead to suspension/cancellation.

Prohibited use

• Receiving illegal, prohibited, or dangerous goods.
• Using the address for unregistered businesses.
• Engaging in fraudulent activities.

If unlawful use is suspected, the Company may immediately terminate the service and report to the relevant authorities.

Suitability of service

It is the Customer’s responsibility to confirm the service meets regulatory needs. Refunds are not issued if unsuitable for VAT registration or other regulatory purposes. Confirm requirements with HMRC or relevant authorities before subscribing.

4.6 Cancellation & Unclaimed Mail; Contact Details; Name Allowance

Post‑termination handling

If the service is cancelled by the Customer or terminated by the Company, any mail held will be retained for a maximum of 7 days. After this period, the Company may destroy the mail using secure confidential‑waste methods or return it to sender where feasible.

Contact details

The Customer must keep the following accurate and up to date: full names, registered/trading names, business or residential address, telephone number, email address, and payment details.

Name allowance

• Up to 2 company names and 2 personal names included (not interchangeable).
• Additional names: £5.00 + VAT per name/month (pro‑rata annual basis).
• All names must be registered with the Company prior to use. Unregistered names may lead to returned mail or suspension.

Corporate changes

The Customer must notify the Company within 14 days of any change to directors, PSCs, or ownership that could affect AML compliance.

4.7 Promotions

• Promotional discounts may be offered at the Company’s discretion.
• Promotions apply only to the first invoice and are limited to one use per customer.
• Not valid for returning customers (including sign‑ups under a different entity).
• The Company may determine eligibility and modify/withdraw promotions at any time without notice.

4.8 Indemnity

The Customer agrees to indemnify the Company against any expense, liability, loss, claim, or legal proceedings directly resulting from the Customer’s negligence or wilful breach of these Terms.

4.9 Single Alternative Inspection Location (“SAIL”)

The Customer may nominate the Premises as their SAIL under the Companies Act 2006 (ss. 1136–1140). The Customer remains responsible for maintaining, updating and making available statutory registers and filing requisite forms (e.g., AD02/AD03/AD04).

If registers are not stored at the Premises, the Company will notify the Customer of any lawful inspection request received; the Customer must ensure compliance within statutory timeframes.

• Optional holding service: one‑off setup £20, and £20 per update.
• Inspection handling: request logged/verified; Customer notified; access coordinated. £20 admin fee per inspection event.

The Customer indemnifies the Company for any liability arising from the Customer’s failure to meet Companies Act obligations. The Company may decline/suspend/withdraw SAIL authorisation if usage presents regulatory, compliance or reputational risk or the Customer fails to cooperate.

5. Shipping of Goods & Documents

5.1 Role of the Company

The Company acts solely as an agent to arrange shipment via selected carriers (including Royal Mail). It does not handle, transport, or insure goods.

5.2 Prohibited & Restricted Goods

• Prohibited: counterfeit goods, currency, human remains, illegal drugs (including marijuana).
• Restricted (subject to approval): alcohol, dangerous goods (e.g., lithium batteries), firearms & ammunition, tobacco, vape products.
• A full list is available on request.

5.3 Customer Responsibilities

Provide accurate shipping details: recipient’s full name, postal address (including postcode), contact telephone number, email address, and a detailed description of contents. Goods must not contain dangerous, hazardous, or illegal substances. For higher‑value items, notify the Company before booking if enhanced liability coverage is needed; otherwise, standard carrier terms apply.

5.4 Carrier’s Terms & Conditions

Shipments are subject to the carrier’s standard terms: https://www.royalmail.com/terms-and-conditions.

The Customer authorises the Company to share with the carrier: contact name, address, telephone number, and email address.

5.5 Liability & Risk

The Company is not liable for: loss or damage in transit; delays, delivery failures, or misdeliveries; or costs/claims/expenses from the carrier’s handling. Liability is limited to the carrier’s terms or the declared value, whichever is greater.

5.6 Complaints & Claims

Complaints must be reported immediately and submitted in writing within 7 days of shipment. The Company will assist but does not guarantee outcomes. No claim for damage on arrival will be satisfied without a local carrier inspection of the damaged parcel(s) and packing.

6. Call Answering Services

6.1 Service Scope

• Dedicated telephone number provided.
• Calls answered in the Customer’s name with message‑taking (as applicable):
  • Caller’s name
  • Telephone number
  • Brief message
• Messages relayed via email or agreed methods.
• Extra requirements require written requests.
• Calls over 2 minutes may incur additional charges (notified in writing).

6.2 Operating Hours

Monday to Friday, 9 AM – 5 PM, excluding: Christmas Day, Boxing Day, 1st January, and Easter Monday. If public holidays fall on a weekend, the next working day applies. Changes notified in writing.

6.3 Call Handling & Accuracy

The Company will take reasonable care in relaying messages but is not liable for losses arising from transcription errors, miscommunication, or misunderstandings, including due to poor audio quality, language barriers, insufficient caller information, or unclear Customer instructions. Calls unanswered due to Company error (e.g., technical failures) will not be charged. Not all calls result in messages if the caller provides sufficient information or declines to leave a message. All answered calls are chargeable.

6.4 Call Recording & Restrictions

Calls may be recorded for training and are not shared with Customers. Recordings are stored securely in line with UK GDPR and disclosed only if legally required. The Company will not accept reverse‑charge calls or calls where the Customer is required to bear the call cost.

6.5 Restrictions

The Company will not deal with callers who are abusive or use inflammatory/sexist/racist/obscene language and may terminate service immediately if this occurs.

6.6 Termination

See Section 3.

6.7 Ownership of Telephone Number & Porting

The provided number is owned by the Company. Porting may be requested in writing; the Company is not obliged to grant it, and a porting fee applies. Porting is carried out by third‑party providers; the Company has no control over the process or timelines and its success. The Company is not liable for disruptions, delays, or technical issues during/after porting, including temporary/permanent loss of service, incorrect routing, or third‑party failures.

6.8 Liability for Service Disruptions

The Company is not liable if calls cannot be answered due to equipment breakdown, telecoms/internet failures, or other conditions beyond its control.

6.9 Payment Processing on Behalf of Clients

Where the Company processes payments or appointment bookings using a Customer’s own third-party system (such as Cliniko, Stripe, or similar), this is carried out solely as an administrative function on behalf of the Customer. All funds are received directly by the Customer through their payment provider. The Company does not act as the merchant, does not hold or store any payment information, and accepts no responsibility for refunds, chargebacks, disputes, or any financial liability arising from such transactions. The Customer remains the data controller and is responsible for compliance with all applicable data protection, financial, and regulatory obligations.

7. Virtual Assistant Services

7.1 Service Scope

• Based on pre‑agreed monthly hours, tracked via software.
• Tasks submitted via email with clear descriptions and deadlines.
• The Company is not liable for costs/losses arising from acts/omissions of agents, subcontractors, consultants, or employees where performance is delayed or prevented.
• No liability for losses from unclear instructions or failures in the Customer’s systems/software.
• Services provided with reasonable skill and care; no liability for indirect losses (e.g., lost revenue). The Customer must review completed tasks within 72 hours; if no issues are raised, work is deemed accepted. Revisions/corrections/refunds are at the Company’s discretion.

7.2 Customer Responsibilities

• Provide all software, equipment, and credentials.
• No liability for compatibility issues.
• Obtain/maintain necessary licences/consents and comply with relevant legislation.
• Indemnify and compensate the Company for reasonable costs/losses caused by the Customer’s actions (fraud, negligence, failure to perform, delays).

7.3 Liability & Confidentiality

• No liability for losses from software failures, third‑party systems, or unclear instructions.
• Do not share bank account, financial‑account, or card details through the service. The Company accepts no liability for losses arising from transmission of such information.
• The Customer must ensure all systems, logins, and software provided are functional and suitable for the task.

7.4 Task Review & Dispute Resolution

Report errors within 72 hours of task completion; otherwise work is deemed accepted. For questions or dissatisfaction, contact info@clydeoffices.co.uk.

8. Dispute Resolution

All disputes must be raised within 30 days of the relevant event/transaction; the Company is not required to consider disputes raised outside this period.

The parties will attempt resolution through mediation or arbitration before litigation, conducted in accordance with Scottish law.

These Terms and all services are governed by Scottish law; unresolved disputes are subject to the exclusive jurisdiction of the Scottish Courts.

Mediation will involve a neutral mediator agreed by the parties; costs shared equally; mediation initiated within 30 days of the dispute.

Consumers: Nothing prevents a consumer (as defined by the Consumer Rights Act 2015) from pursuing a claim in the Scottish Sheriff Court small‑claims procedure.

9. Limitation of Liability

9.1 No Liability for Indirect or Consequential Losses

The Company is not liable for indirect, consequential, or incidental damages (including loss of business, profits, data, reputation, or business interruption). This does not affect consumer statutory rights under the Consumer Rights Act 2015.

9.2 Limited Liability for Errors & Omissions

No guarantee of absolute accuracy, completeness, or timeliness of any service, including mail handling/forwarding (e.g., processing errors), misrouted/lost/undelivered mail, missed/miscommunicated messages, VA task errors/omissions, or shipping delays/failures. Liability arises only where loss is directly caused by gross negligence or wilful misconduct.

9.3 Financial Liability Cap

The Company’s total liability for any claim (contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the total amount paid by the Customer for the specific service related to the claim in the last billing period.

9.4 Force Majeure

No liability for failure or delay due to events beyond reasonable control, including Acts of God, strikes/labour disputes, failures of third‑party service providers, telecoms/internet outages, or government actions/regulations. The Company will take reasonable steps to resume service as soon as practicable.

9.5 Business Customers (B2B) – UCTA 1977 Compliance

• Mail Services: max liability per claim is the greater of £5 or the amount paid for Mail Services in the last billing period.
• Call Answering Services: liability limited to the amount paid in the last billing period.
• Virtual Assistant Services: liability limited to the amount paid in the last billing period.

These limitations do not apply to liability arising from fraud, death, or personal injury caused by negligence.

9.6 Consumer Customers (B2C) – CRA 2015 Compliance

Nothing in these Terms affects consumer statutory rights. If services are not provided with reasonable care and skill, the remedy is re‑performance at no additional cost or a refund for the affected period (as appropriate). Consumers may challenge any liability limitation under the CRA if they believe it is unfair or unreasonable.

10. Final Agreement & Miscellaneous

10.1 Entire Agreement

These Terms constitute the entire agreement between the Customer and the Company and supersede all prior agreements, discussions, representations, or understandings, whether written or oral. No other terms are binding unless agreed in writing by the Company.

10.2 Variation & Severability

No modification, amendment, or variation of these Terms is valid unless agreed in writing by the Company. If any provision is found invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

10.3 Privacy Policy & Data Protection

Personal data processing is governed by the Company’s Privacy Policy: https://clydeoffices.co.uk/privacy-policy/. By using the Company’s services, the Customer acknowledges that they have read, understood, and agreed to the Privacy Policy.