Terms - Virtually There

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VIRTUALLY THERE – VIRTUAL OFFICES TERMS OF SERVICE

Effective date: 8th June 2026
Version: 1.6

These terms have:

No long minimum term
No set-up fees or deposit to pay
No cancellation fees

The terms and conditions detailed govern the Agreement for the use of the Services between Virtually There Offices Limited, 2.1a Temple Studios, Temple Gate, Bristol, BS1 6QA (“VT”) as the provider of agreed Services, and you, the user (the “User”).

The User agrees that the Services will be used only in accordance with these terms and conditions.

1. Interpretation

The following definitions and rules of interpretation apply in these Terms.

1.1 Definitions:

Additional Service Charges: the charges for the Additional Services as set out in the Purchase Order Form or updated by VT by notification to the User in writing from time to time.

Additional Services: the additional support services which are provided by VT if included on an Order by the User as set out further in clause 4.4.

Business: a single trading activity carried on by a User. Where the User is a company, limited liability partnership or partnership, the Business is that entity. Where the User is a sole trader, each trading activity that has its own registration (for example, with Companies House, a regulator or a licensing body) or its own website is a separate Business.

Agreement: the agreement between the User and VT governing all Orders placed under these Terms.

AI Solution: VTs artificial intelligence system for analysing, evaluating, sorting, and retrieval of User Data.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the Additional Service Charges and the Extra Charges.

Consumer Contract: an Agreement under which the User is an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft, or profession.

Contract Year: a 12 month period commencing on the Subscription Commencement Date or any anniversary of it.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer Due Diligence: the identification and verification of Users by VT in accordance with its obligations under the Money Laundering Regulations 2017.

Extra Charges: the charges for the Extra Services as set out in the Purchase Order Form.

Extra Services: the services required to be performed by VT in its provision of the Virtual Office which are not included in the Order.

Initial Subscription Term: the initial term of this agreement as set out in the Purchase Order Form.

Input Data: data that is inputted into the AI Solution.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses: any and all losses, damages, costs (including legal fees) and expenses.

Normal Business Hours: 9am to 5pm on a Business Day.

OCR Tool: the software used by VT to perform Optical Character Recognition on the User Data or the Input Data.

Optical Character Recognition (OCR): the process of converting images of text into a machine-readable format.

Order: the User’s order for Services as set out in the User’s Purchase Order Form.

Output Data: data that the AI Solution generates based on data inputted into the AI Solution and the algorithm used by the AI system.

Purchase Order Form: the form setting out the Services including the Subscription Fees and the Charges.

Services: the Virtual Office Services, Additional Services, and Extra Services.

Subscription: the subscription to the Virtual Office Services.

Subscription Commencement Date: the date on which the Subscription starts as set out in the Purchase Order Form.

Subscription Fees: the fees payable by the User for the Subscription in accordance with clause 7.

Subscription Renewal Period: the period of one month, 12 months, or any other such period for the “Subscription Renewal Period” specified in the Purchase Order Form commencing on the day after the expiry of the Initial Subscription Term or the previous Subscription Renewal Period (as the case may be).

Subscription Term: the Initial Subscription Term together with any subsequent Subscription Renewal Period.

Terms: these terms and conditions as amended from time to time in accordance with clause 14.

User: the person or firm who purchases Services from VT.

User Data: all data received by VT in the course of providing the Services, including, but not limited to, the User Personal Data.

Virtual Office: the User’s designated virtual office which is managed by VT under a Subscription.

Virtual Office Services: the subscription services provided by VT to the User:

1. for VT’s management of the User’s Virtual Office; and

2. to grant the User the right to use the Virtually There Portal in accordance with the Terms.

Virtually There Portal: the portal through which Users can access their scanned post and manage their Subscription(s).

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.

1.6 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.8 A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.9 A reference to writing or written excludes fax but not email.

1.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2. Commencement and Duration

2.1 This Agreement shall commence on the User’s acceptance of these Terms and placing its first Order and shall continue thereafter, unless otherwise terminated as provided in clause 11, until all Subscriptions have been terminated and the User no longer has any active Subscriptions.

2.2 VT will carry out Customer Due Diligence on Users as part of its User onboarding process. On commencement of this Agreement the User will be granted a limited, non-exclusive right to access the Virtually There Portal for the sole purpose of providing the documents required by VT to complete its Customer Due Diligence. Users must submit all documents requested by VT through the Virtually There Portal. VT will not accept documents by email or other methods of submissions and will not be responsible for any loss, interception, or unauthorised access resulting from the use of such methods.

2.3 Until the Customer Due Diligence has been completed by VT:

2.3.1 VT shall not be obliged to provide the Services to the User; and

2.3.2 VT shall not accept any mail on behalf of the User and shall be entitled, in its sole discretion, to return any mail received to sender.

2.4 If the User has not completed the Customer Due Diligence process within a reasonable period of time, VT shall be entitled to immediately terminate the Agreement without any further liability to the User.

2.5 Subject to clauses 2.3, 2.4 and 2.6, each Subscription which is included in an Order shall, unless otherwise terminated in accordance with clause 11, commence on the Subscription Commencement Date and shall continue for the Initial Subscription Term and thereafter shall be automatically renewed for successive Subscription Renewal Periods, unless either party notifies the other party of termination at least 30 days before the end of the Initial Subscription Term or the Subscription Renewal Period, in which case the Subscription shall terminate on the expiry of the applicable Initial Subscription Term or Subscription Renewal Period.

Where the User wishes to terminate a Subscription, the User must submit and complete the cancellation request through the Virtually There Portal using the cancellation process available within their account. Cancellation requests made by telephone, live chat or ordinary email will not be treated as valid notice of cancellation, except where required by applicable law or where VT expressly agrees otherwise. This process is in place to maintain a clear and accurate audit trail of cancellation requests and actions for the benefit of both parties.

2.6 Under a Consumer Contract, a User will have a right to cancel the Subscription within 14 days of the Subscription Commencement Date (the ‘Cooling Off Period’). To cancel the Consumer Contract the User must notify VT in writing to cancel the Subscription within the Cooling Off Period. In the event that VT receives notice of cancellation during the Cooling Off Period the Subscription will terminate and VT shall refund the Subscription Fees within 14 days of receipt of the notice of cancellation.

For the avoidance of doubt, the portal-based cancellation process set out in clause 2.5 does not restrict a User’s statutory rights to cancel during the Cooling Off Period.

2.7 If the User begins using the Virtual Office Services during the Cooling Off Period, the User acknowledges that they will lose the right to cancel once the Services have been fully provided. “Use of the Services” includes, but is not limited to, updating Companies House or any other public record, listing the Virtual Office address on a website, marketing materials, or directory, or otherwise making the address publicly available or operational. The User must pay for any Services used up to the time of cancellation during the Cooling Off Period.

2.8 VT reserves the right to decline a Subscription at its sole discretion where it considers that the User’s business activity presents a compliance, reputational, or legal risk to VT.

3. VTs Obligations

3.1 VT shall perform the Services with reasonable skill and care.

3.2 VT:

3.2.1 does not warrant that:

a. the User’s use of the Virtually There Portal will be uninterrupted or error-free; or

b. the Virtually There Portal will be free from vulnerabilities or Viruses; and

3.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Virtual Office Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.3 VT warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

4. Services

4.1 Subject to the User purchasing a Subscription in accordance with clause 2.1 and complying with the Terms of this Agreement, VT grants the User a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Virtually There Portal during the Subscription Term solely for the User’s internal business operations.

4.2 VT shall use commercially reasonable endeavours to make the Virtually There Portal available 24 hours a day, seven days a week, except for:

4.2.1 planned maintenance carried out during a timeframe communicated to the User in writing from time to time; and

4.2.2 unscheduled maintenance performed outside of Normal Business Hours, provided that VT has used reasonable endeavours to give the User at least four Normal Business Hours’ notice in advance.

4.3 In relation to VT’s provision of the Virtual Office Services under this Agreement:

4.3.1 the Virtual Office Services include the scanning and management of post only and do not include the receipt, handling, storage or management of parcels;

4.3.2 for each Subscription, VT will retain copies of the scanned post for the Subscription Term and may retain such copies for a further period of five years post-termination. The User’s rights in relation to any personal data contained in the scanned post are set out in VT’s Privacy Policy;

4.3.3 for each Subscription, VT will store, at the User’s Virtual Office address set out in the Order, the User’s:
physical mail for three months from receipt. Unauthorised mail collection is not permitted;

4.3.4 the User consents to VT’s shredding of the mail at the end of the periods set out in clauses 4.3.2 and 4.3.3;

4.3.5 VT can, at any point during which mail is stored, forward it at an Extra Charge for each letter as set out in the Purchase Order Form

4.3.6 the User may use the designated Virtual Office address specified in the Order as its business address for the duration of the Subscription. VT makes no representation that any third party will allow the User to use the Virtual Office as its designated business address;

4.3.7 the User may be entitled to a discount by entering into multiple Subscriptions. This discount shall apply to the additional Subscriptions and not the existing Subscription. If the User enters into multiple Subscriptions without an existing one, the discount applies to the Subscription with the lowest Subscription Fees;

4.3.8 VT does not accept parcel deliveries or deliveries requiring signature or proof of identification. Only standard letters and small mail items (as defined by Royal Mail size guidelines) will be accepted; and

4.3.9 Virtual Offices can only be used on a single-business-name basis. VT will, for each Subscription, only accept mail for the User’s company name or associated trading name set out in the Order for that Subscription.

4.3.10 The User may request to add a Trading Name to an existing Subscription through the Virtually There Portal. VT will add the Trading Name where it is used by the same Business, as defined in clause 1.1. VT may request evidence of this (for example, a website, invoices or bank statements in that name).

4.4 In relation to VT’s provision of the Additional Services under this Agreement:

4.4.1 parcel deliveries are not accepted at any VT location. Parcels delivered to any VT location will be rejected and returned to sender (or, where return is not possible, securely destroyed at VT’s discretion). VT accepts no responsibility or liability for any parcels sent to, left at or delivered to any VT location in error;

4.4.2 the use of VT’s premises as a User’s registered office address is an Additional Service. Charges for this service are set out in the Purchase Order Form; and

4.4.3 Users receiving Additional Services relating to post-scanning and/or post-forwarding on a fixed-price plan are subject to a fair-use policy of a maximum number of letters per month as set out in the Purchase Order Form. Each additional letter will incur an Extra Charge as set out in the Purchase Order Form. Under the fair-use policy, VT may limit, delay or suspend the Additional Services where usage materially exceeds reasonable operational limits or appears, in VT’s reasonable opinion, to be inconsistent with normal business activity.

5. Registered Office Services

5.1 The User shall not use a Virtual Office address as its registered office address unless it is included on a Purchase Order Form, or is subsequently added to a Subscription with VT’s prior written consent, as an Additional Service.

5.2 If the User uses a Virtual Office address as its registered office without paying the Additional Charges, VT shall have the right to request Companies House to remove the Virtual Office address as the User’s registered address and the User shall be liable for all reasonable costs incurred by VT in so doing.

5.3 On termination of this Agreement or where the Subscription ends in accordance with the terms of this Agreement or a Purchase Order Form, for any reason howsoever arising, the User shall immediately change its registered office to an address other than the Virtual Office address.

5.4 If the User registers a Virtual Office address as its registered office address other than in circumstances where it is permitted to do so in accordance with clause 5.1, the User shall pay VT its standard charges for registered office services on demand.

5.5 The User shall indemnify VT, and keep it indemnified on demand, against all Losses suffered or incurred by VT arising out of or in connection with:

5.5.1 the User’s breach of clause 5.3;

5.5.2 the User registering a Virtual Office address as its registered office other than where it is permitted to do so in accordance with clause 5.1; and

5.5.3 VT taking such action as is necessary to require the User to change its registered office.

6. User Obligations

6.1 The User shall:

6.1.1 provide VT with:
(a) all necessary co-operation in relation to this Agreement; and
(b) all necessary access to such information as may be required by VT

in order to provide the Services;

6.1.2 without affecting the User’s other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

6.1.3 notify VT in the event that it undergoes a change of Control;

6.1.4 carry out all other responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the User’s provision of assistance as agreed by the parties, VT may adjust any agreed timetable or delivery schedule as reasonably necessary, and VT shall not be liable for any failure to deliver any or all of the Services to the extent caused by the User’s delay;

6.1.5 obtain and maintain all necessary licences, consents and permissions for VT, its contractors and agents to perform their obligations under this Agreement, including the Services; and

6.1.6 take all steps required to complete the necessary Anti-Money Laundering checks, including proof of ID and address, before a Virtual Office address can be used as the User’s business address. VT shall have the right to charge the Subscription Fee from the Subscription Commencement Date regardless of whether there are any outstanding Anti-Money Laundering checks. Should the User fail the Anti-Money Laundering checks, or fail to complete the checks:
a) VT shall notify the User at which time the Subscription shall immediately terminate; and
b) VT will refund the Subscription Fees paid by the User, less a reasonable and proportionate amount equivalent to one month’s Subscription Fee to cover administrative costs.

6.2 The User shall not:

6.2.1 access, store, distribute or transmit any Viruses or any material during use of the Virtually There Portal that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religion, sexual orientation or disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and VT reserves the right, without liability or prejudice to its other rights, to disable the User’s access to the Virtually There Portal if it is in breach of this clause 6.2.1.

6.2.2 except as may be allowed by law or expressly permitted under this Agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute any portion of the Virtually There Portal; or
(b) de-compile, reverse-engineer or otherwise reduce to human-perceivable form any part of the Portal;

6.2.3 use or permit use of the Services for any illegal purpose or any purpose which VT considers immoral or which may damage or endanger the reputation of VT or its customers;

6.2.4 access any part of the Portal to build a product or service which competes with VT;

6.2.5 use the Portal to provide services to third parties;

6.2.6 subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Portal available to any third party;

6.2.7 attempt to obtain or assist third parties in obtaining unauthorised access to the Portal; or

6.2.8 introduce or permit the introduction of any Virus or vulnerability into the Portal or VT’s systems.

6.2.9 Use of Virtual Office Address
The User shall not use the Virtual Office address for:
a) residential or personal correspondence;
b) vehicle registration, benefits or credit applications;
c) receiving cash, valuables, hazardous or perishable items;
d) unlawful bulk mailing; or

e) any regulated activity requiring authorisation (e.g. FCA-regulated services) without appropriate authorisation.

f) vehicle registration, driving licence registration, DVLA correspondence, vehicle taxation, vehicle insurance registration, parking permits, or any other vehicle-related registration or correspondence.

6.2.10 Virtually There addresses must not be used for any DVLA-related purpose, including but not limited to vehicle registration, driving licence registration, vehicle taxation, vehicle insurance registration, parking permits, congestion charging schemes, or the receipt of DVLA correspondence. Any mail received relating to such purposes may be returned to sender, and Virtually There reserves the right to suspend or terminate Services where it believes a User is using the address contrary to this clause.

6.2.11 The User must not access the Portal via automated means (bots or scraping tools) or attempt to circumvent security or access controls.

6.3 Any listing of the Virtual Office address on public platforms must accurately reflect the trading name shown on the Subscription. VT may give the User written notice to require correction or removal of inaccurate listings. The User shall correct or remove such listing within five Business Days of notice.

6.4 The User shall use all reasonable endeavours to prevent unauthorised access to or use of the Portal and, in the event of any such unauthorised access or use, promptly notify VT.

6.5 The User shall own all right, title and interest in and to all User Data that is not personal data and shall have sole responsibility for its legality, reliability, integrity, accuracy and quality.

6.6 The User is responsible for ensuring that its use of the Virtual Office address complies with all applicable laws, including Companies House registration requirements. VT accepts no responsibility for the accuracy of information filed by the User.

6.7 VT may, where any sums are overdue and remain unpaid for 30 days, return any mail to sender or securely destroy it.

6.8 VT may substitute or relocate a Virtual Office address to a reasonably equivalent UK location (within the same city or region where possible). In relation to such relocation:

6.8.1 VT will use reasonable endeavours to provide the User with at least 30 days’ prior notice by email;

6.8.2 the User’s continued use of the Services after receipt of notice constitutes acceptance of the new address;

6.8.3 VT will not be liable for any costs, losses or inconvenience arising from a change of address or related circumstances, including updates to Companies House, stationery, marketing materials or public listings; and

6.8.4 the User is solely responsible for updating all records and filings referencing the previous address. If the User does not wish to continue following relocation, it may terminate the affected Subscription by written notice without penalty, and VT will refund any pre-paid fees on a pro-rata basis.

6.9 VT may request reasonable information to validate suspicious orders or mail patterns. Failure to co-operate may result in suspension of Services or mail being returned to sender at the User’s cost.

6.10 VT does not provide a SAIL service. Our Registered Office service is limited to the receipt, scanning, and forwarding of official government correspondence and does not include the storage, maintenance, or public inspection of statutory company records. Clients must not list any Virtually There address as a SAIL on Companies House filings. If a client does so without prior written consent, VT accepts no responsibility for statutory record-keeping, inspection requests, or related compliance obligations.

6.11 We can only provide our services to individuals who are 18 years of age or older. By placing an order or creating an account with Virtually There, you confirm that you are at least 18 years old and legally able to enter into a binding contract. Any orders placed by individuals under 18 will be cancelled and refunded in full.

6.12 Where an automatic upgrade is applied under clause 4.6, the applicable Registered Address fee will be charged in line with the user’s existing billing period, whether monthly or annually. The user authorises Virtually There to amend the package and collect the relevant fee using the payment method held on file.

7. Charges and Payment

7.1 The User shall pay the Subscription Fees and Charges to VT for the Services in accordance with this clause 7.

7.2 VT shall be under no obligation to provide the Services until the User has completed its account set up through Chargebee as set out in clause 7.5.

7.3 Once VT has completed its Customer Due Diligence for a User, the first month’s Subscription Fee becomes non-refundable, even if the User has not yet used, published, or received mail at the Virtual Office address.

7.4 The completion of Customer Due Diligence is an obligation that is required by law and is fully performed once verification is complete. Accordingly, the User acknowledges that:

7.4.1 the Customer Due Diligence represents a significant portion of the initial setup cost and administrative effort; and

7.4.2 if the User cancels after the Customer Due Diligence has been completed but before any use of the Virtual Office address, only subsequent months (if pre-paid) will be eligible for a pro-rata refund in line with these Terms.

7.5 All Subscription Fees and Additional Charges will be paid through VT’s online payment system, Chargebee. Upon accepting these Terms, the User will be required to enter its credit, debit card or direct debit details into the online portal. VT uses Chargebee and Stripe for the processing of card payments. The User authorises VT, on the provision of its card details to Chargebee, to charge the User:

7.5.1 on the Subscription Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

7.5.2 subject to clause 22.2, at the end of the Initial Subscription Term or the then current Subscription Renewal for the Subscription Fees payable in respect of the next Subscription Renewal Period.

7.6 Where any payment due under the Agreement is reversed or fails (including chargebacks), VT may charge the User a reasonable administration fee and recover any third-party processing fees from the User.

7.7 In consideration of the provision of Extra Services by VT, the User shall pay the Extra Charges.

7.8 VT shall invoice the User for any Extra Charges, electronically, at the end of each calendar month following the Subscription Commencement Date.

7.9 If VT has not received payment of the Subscription Fees or the Extra Charges within 30 days after the due date, and without prejudice to any other rights and remedies of VT:

7.9.1 VT may, on no less than five Business Days’ notice to the User and without liability to the User, disable the User’s password, account, and access to all or part of the Virtual Office Services and shall be under no obligation to provide any or all of the Services while the invoices concerned remain unpaid; and

7.9.2 VT reserves the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998, and it is agreed that the terms implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply, interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.

7.10 All amounts and fees stated or referred to in this Agreement:

7.10.1 shall be payable in pounds sterling;

7.10.2 are non-cancellable and non-refundable; and

7.10.3 are exclusive of value added tax, which shall be added to VT’s invoice(s) at the appropriate rate.

7.11 VT reserves the right to increase the Subscription Fees or the Charges by giving one month’s notice in writing to the User. The increased Subscription Fees and/or Charges will take effect at the beginning of the next Subscription Renewal Period.

7.12 VT may set off any sums owed by the User against any credits or refunds otherwise payable under the Agreement.

8. Optical Character Recognition (OCR) and AI

8.1 All right, title to, and interest in the User Data are and shall remain the exclusive property of the User. VT shall not acquire any right, title, or interest in or to the User Data except as explicitly provided in this Agreement.

8.2 The User agrees that VT may use the OCR Tool and the AI Solution to:

8.2.1 provide the Virtual Office Services and the Additional Services to the User;

8.2.2 improve and develop the Virtual Office Services and Additional Services (including VT’s ability to categorise, retrieve and report on the User Data) and develop new services; and

8.2.3 train, test, verify, improve, fine-tune or develop the OCR Tool and the AI Solution.

8.3 The User hereby grants VT a non-exclusive, worldwide, irrevocable, perpetual, licence to use the User Data, the Input Data and the Output Data for purposes set out in clause 8.2.

8.4 All Intellectual Property Rights subsisting in the AI Solution and the OCR Tool, are and shall remain the property of VT (or its licensors). The User shall not acquire any rights, title or interest in or to the OCR Tool or the AI Solution as a result of this Agreement.

8.5 VT warrants that the User’s use of the Output Data does not and shall not, for the duration of the Agreement, infringe the Intellectual Property Rights of any third party.

8.6 The user is responsible for ensuring that its registered office details remain accurate and authorised at all times. Use of the Virtually There address without the appropriate service in place may result in service suspension, cancellation, or notification to Companies House.

9. Confidentiality

9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.

9.2 Each party may disclose the other party’s confidential information:

9.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and

9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

9.4 For the avoidance of doubt, nothing in this clause shall prevent VT from disclosing information or documentation where required under the Money Laundering Regulations 2017 or other applicable law.

10. Limitation of Liability

10.1 The following definitions apply in this clause 10:

10.1.1 liability: every kind of liability arising under or in connection with this Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise; and

10.1.2 default: any act or omission resulting in one party incurring liability to the other.

10.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of the Order, invoice or other document or information issued by VT shall be subject to correction without any liability on the part of VT.

10.3 Nothing in this Agreement excludes the liability of VT:

10.3.1 for death or personal injury caused by VT’s negligence; or

10.3.2 for fraud or fraudulent misrepresentation.

10.4 Subject to clause 10.2:

10.4.1 VT shall have no liability for any:

(a) loss of profits;
(b) loss of business;
(c) wasted expenditure;
(d) depletion of goodwill and/or similar losses;
(e) loss or corruption of data or information; or
(f) any special, indirect or consequential loss, costs, damages, charges or expenses;

10.5 Subject to clause 10.6, VT’s total aggregate liability to the User in each Contract Year, in respect of all defaults in that Contract Year shall not exceed the total Subscription Fees paid by the User relating to all active Subscriptions in that Contract Year.

10.6 VT is not responsible for loss, delay, damage or mis-delivery of mail not caused by VT’s negligence. VT’s total liability for any mail-related claim shall not exceed an amount equal to one month’s Subscription Fee.

10.7 The User shall indemnify VT against all Losses arising from (a) breach of these Terms; (b) unlawful, misleading or deceptive use of the Virtual Office address; (c) any infringement of third-party rights caused by the User’s use of the Services; or (d) failure to obtain any necessary licences or authorisations.

11. Termination and Suspension

11.1 Without affecting any other right or remedy available to it, VT may, at its discretion, terminate or suspend a Subscription with immediate effect by giving written notice to the User if:

11.1.1 the User fails to make punctual payment of any sum due to VT under the terms of this Agreement;

11.1.2 VT considers that the User’s business activity presents a compliance, reputational or legal risk to VT;

11.2.3 the User does not, when so requested under clause 6.3, correct or remove an inaccurate listing from a public platform;

11.2.4 the User does not provide the necessary information required under clause 19.5;

11.2.5 the User undergoes a change of Control; or

11.1.6 the User breaches any other obligation under this Agreement.

12. Consequences of Termination

12.1 In the event of a Subscription being terminated the User shall immediately pay to VT any arrears in respect of Services provided by VT and any other sum due under the terms of the respective Order.

12.2 In the event of VT owing any sums to the User on the termination of a Subscription, VT shall return to the User any money due subject to withholding a sum representing VT’s reasonable administrative costs.

12.3 Upon termination, the User agrees to immediately remove the Virtual Office address from any platform, printed media, or anywhere else the Virtual Office address is used, including Companies House if applicable.

12.4 The User will be given a grace period of two weeks following the date of termination of the Subscription during which any post in process will still be processed. The User is responsible for downloading its data contained within the Virtually There Portal during this grace period. Following expiry of the grace period, all post received by VT on behalf of the User will be classed as return to sender.

12.5 VT may permit the User basic access to the Virtually There Portal following the expiry of the grace period set out in clause 12.4 but the User will have no right to access or use any functionality of the Virtually There Portal if it does not have a current Subscription, including the right to access or view any historical data. VT reserves the right to remove such access at any time.

13. Complaints

13.1 VT is committed to providing a high-quality service to all our clients. When something goes wrong, we need the User to tell us about it. This will help us to improve our standards.

13.2 For a copy of our complaints procedure and further information on our complaints procedure, please contact us on 0203 476 7792 or team@virtually-there.net.

14. Variation

14.1 VT may vary these terms from time to time by giving the User at least 30 days’ notice in writing (Variation Notice). If the User does not accept the variation, the User may, within 14 days of being notified of the variation by VT (Review Period), terminate a Subscription on written notice to VT in accordance with clause 2.5.

14.2 Provided that the User has not given notice of termination during the Review Period, the User’s continued use of the Services or the Additional Services after the Review Period will constitute the User’s acceptance of the variation and the variation will take effect on the date set out in the Variation Notice.

14.3 If the User gives notice of termination during the Review Period, the Subscription shall continue on these Terms without amendment until the Subscription terminates in accordance with clause 2.2.

15. Survival

15.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

16. Data Protection

16.1 For the purpose of this clause 16, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

16.2 In this Agreement the following terms shall have the meaning given below:

Applicable Laws: means:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.

b) To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which VT is subject.

Applicable Data Protection Laws: means:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which VT is subject, which relates to the protection of personal data.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

Purpose: the purposes for which the User Personal Data is processed, as set out in Schedule 2

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

User Personal Data: any personal data which VT processes in connection with this Agreement, in the capacity of a processor on behalf of the User as set out in this clause 16 and Schedule 1Part 2.

16.3 The User and VT will comply with all applicable requirements of Applicable Data Protection Laws. This clause 16 is in addition to, and does not relieve, remove or replace, the User or VT’s obligations or rights under Applicable Data Protection Laws.

16.4 For the purposes of Applicable Data Protection Laws:

16.4.1 VT shall act as controller in respect of the personal data and processing activities set out in Part 1 of Schedule 1. VT’s privacy policy includes further detail relating to how VT acts as a controller in relation to this personal data; and

16.4.2 VT shall process the User Personal Data set out in Part 2 of Schedule 2, as a processor on behalf of the User. The scope, nature and purpose of processing by VT, the duration of the processing and the types of personal data and categories of data subject are as set out in Schedule 2.

16.5 Should the determination in clause 16.4 change, then each party shall work together in good faith to make any changes which are necessary to this clause 16 or the related Schedules.

16.6 Without prejudice to the generality of clause 16.3, the User will ensure that it has all necessary appropriate consents and notices in place, including but not limited to any consents required for the processing of special category personal data, to enable lawful transfer of User Personal Data to VT or lawful collection of the same by VT for the duration and purposes of this Agreement.

16.7 Without prejudice to the generality of clause 16.3, VT shall, in relation to User Personal Data:

16.7.1 process that User Personal Data only on the documented instructions of the User, which shall be to process the User Personal Data for the purposes set out in clause 16.4, unless VT is required by Applicable Laws to otherwise process that User Personal Data. Where VT is relying on Applicable Laws as the basis for processing User Processor Data, VT shall notify the User of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit VT from so notifying the User on important grounds of public interest. VT shall inform the User if, in the opinion of VT, the instructions of the User infringe Applicable Data Protection Laws;

16.7.2 implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of User Personal Data and against accidental loss or destruction of, or damage to, User Personal Data, which the User has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

16.7.3 ensure that any personnel engaged and authorised by VT to process User Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

16.7.4 assist the User insofar as this is possible (taking into account the nature of the processing and the information available to VT), and at the User’s cost and written request, in responding to any request from a data subject and in ensuring the User’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

16.7.5 notify the User without undue delay and, where feasible, within 72 hours of becoming aware of a personal data breach involving the User Personal Data;

16.7.6 at the written direction of the User, delete or return User Personal Data and copies thereof to the User on termination of the agreement unless VT is required by Applicable Law to continue to process that User Personal Data. For the purposes of this clause 16.7.6 User Personal Data shall be considered deleted where it is put beyond further use by VT; and

16.7.7 maintain records to demonstrate its compliance with this clause 16.

16.8 The User hereby provides its authorisation for VT to:

16.8.1 appoint processors to process the User Personal Data, provided that VT:

a) ensures that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on VT in this clause 16;

b) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of VT; and

c) shall inform the User of any intended changes concerning the addition or replacement of the processors, thereby giving the User the opportunity to object to such changes provided that if the User objects to the changes and cannot demonstrate, to VT’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the User shall indemnify VT for any Losses in accommodating the objection.

16.8.2 transfer User Personal Data outside of the UK as required for the Purpose, provided that VT shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the User shall promptly comply with any reasonable request of VT, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).

16.9 Either party may, at any time on not less than 30 days’ notice, revise this clause 16 with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner’s Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to this Agreement, but only in respect of such matters which are within the scope of the Amended Terms.

17. Non-Solicitation

17.1 The User shall not, without the prior written consent of VT, at any time during this Agreement and six months following termination of the Agreement, solicit or entice away from VT or employ or attempt to employ any person who is, or has been, engaged as an employee of VT in the provision of the Services.

18. Force Majeure

18.1 Neither party shall be in breach of this Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.

18.2 If the period of delay or non-performance continues for 90 days, the party not affected may terminate this Agreement by giving not less than 14 days’ written notice to the affected party.

19. Anti-Money Laundering (AML) and Record-Keeping Obligations

19.1 VT is subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (“MLR 2017”) and any subsequent amendments. In order to comply with its obligations under the MLR 2017, VT is required by law to register the names and addresses of all persons using the Services with HMRC.

19.2 VT shall:

19.2.1 carry out Customer Due Diligenceand ongoing monitoring measures as required by the MLR 2017;

19.2.2 collect, verify and retain identification and address documentation and other supporting evidence for all Users and beneficial owners; and

19.2.3 report any activity that it suspects may relate to money-laundering or terrorist financing in accordance with its internal AML Policy and statutory obligations.

19.3 Further details as to how VT processes personal data for the purposes of complying with its obligations under the MLR 2017 are set out in its privacy policy.

19.4 Nothing in this Agreement shall prevent VT from disclosing information to HMRC, law-enforcement agencies or other competent authorities where required to do so under the MLR 2017 or any other applicable law.

19.5 VT reserves the right to suspend or restrict access to the Services where it reasonably believes additional information or verification is required to comply with its obligations under the Money Laundering Regulations 2017 or other applicable law. The User will be notified of any such suspension and may be required to provide updated documentation before the Services resume.

19.6 VT shall not provide Services to any individual or entity listed on a UK or international sanctions list or located in a jurisdiction subject to comprehensive sanctions.

20. Waiver

20.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

20.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and Remedies

21.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Severance

22.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

22.2 If any provision or part-provision of this Agreement is deemed deleted under clause 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Entire Agreement

23.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

23.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. If any conflict arises between this Agreement and any other document, the terms of this Agreement shall prevail.

24. Assignment

24.1 The User shall not, without the prior written consent of VT, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

24.2 VT may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

25. No Partnership or Agency

25.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

26. Third Party Rights

26.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

26.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

27. Notices

27.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

27.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

27.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):

a) VT: team@virtually-there.net

b) User: the email address set out in the Order.

27.1.3 Where these Terms require a User to request cancellation of a Subscription (other than under clause 2.6), such request must be made through the Virtually There Portal in accordance with clause 2.5.

27.2 Any notice shall be deemed to have been received:

27.2.1 if delivered by hand, at the time the notice is left at the proper address;

27.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

27.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

27.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

28. Governing Law

28.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

29. Jurisdiction

29.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Role of the Parties

Part 1: Where VT acts as a controller

VT will act as a controller in relation to:

Contact and Log-in details relating to the accounts of Users on the Virtually There Portal;
User bank details;
User passport and other identification documents, proof of address documents, beneficial ownership information, and AML verification data (including results of screening or due diligence checks); and
The User Data which is used to improve and develop the OCR Tool and the AI Solution as set out in clauses 8.2.2 and 8.2.3.

Part 2: Where VT acts as a processor

VT will act as a processor in relation to the personal data referred to in Schedule 2.

Particulars of processing

Purpose of the processing: to enable VT to provide the Services or the Additional Services to the User under this Agreement.

Nature of the processing: collecting, organisation, scanning, storing, sending, erasure, deletion, and using OCR Tools and AI Solution to facilitate the User’s categorisation and retrieval of data.

Duration of the processing: the term of this Agreement.

Types of personal data: Name, address, telephone number and any other personal data included in mail processed as part of the Virtual Office Services,.

Categories of data subject:

the User or the User’s employees or other staff;
the User’s customers, clients, suppliers, contractors, agents; and
any person who sends correspondence to the User’s Virtual Office.