Agreements

1. Parties and scope

This agreement is between CODENAV LTD, a private company limited by shares registered in England and Wales with company number 16998604, whose registered office is at 71-75 Shelton Street, London WC2H 9JQ ("the company", "we"), and the person named in the application for a desk account ("you").

The desk is the company's internal registry at registry.codenav.dev, where its members, directors and others the company invites keep the company's registers, receive notices, vote on resolutions, approve and sign documents, and read reports. This agreement governs your use of the desk and your desk account.

This agreement does not change your rights or duties under the company's articles of association, any agreement under which you hold shares or other instruments, or the law. Where this agreement and the articles or the law disagree, the articles and the law prevail.

You sign this agreement with your application. It governs the application from then, and the account from when the company approves it. If the application is rejected, sections 6, 10 and 11 continue to apply to what was recorded.

2. Eligibility

A desk account is opened only on the company's invitation and after the company has reviewed and approved your application. You must be 18 or over.

Your account is personal to you. You hold it in your own name and act through it on your own behalf, or in the capacity named in your invitation. You may not transfer it, share it, or let anyone else act through it.

3. Your particulars

You confirm that the particulars in your application are true and complete. You will tell the company promptly when any of them changes, by updating them on the desk or by writing to the company.

The company may check your particulars, ask you for documents that show your identity or address, and refuse, suspend or close an account whose particulars it cannot verify. The company keeps the registers the law requires from the particulars you give, and relies on them.

4. Use of the desk

You will use the desk only for the company's affairs and only within the role the company gives your account. The pages and actions you can reach depend on that role; reaching a page does not by itself give you any right the role does not have.

You will not try to reach parts of the desk outside your role, interfere with its operation or security, or use it to send anything unlawful.

5. Acts on the desk

When you vote, approve, sign, circulate, release or take any other action on the desk, the action is yours and has the effect stated on the page where you take it, as it would if you had done the same thing on paper, unless the law requires something the desk cannot give.

Where a page says an action is final, it cannot be undone. In particular, under section 296(3) of the Companies Act 2006 a member's agreement to a written resolution, once signified, may not be revoked. How a document you send through the desk is authenticated is set out in the Consent to Electronic Communications and Electronic Signatures.

You agree that the company's electronic records of what was done on the desk, including its audit log, are evidence of what you did and when.

6. Records

Records on the desk are kept as written. A record is never changed in place: a correction is made as a new record that refers to the one it corrects, and both remain.

The desk records each sign-in, failed attempt and significant action with its time, the internet address it came from and the browser used. The Privacy Notice explains how this information is used and kept.

7. Availability

The company provides the desk as it is and as it is available. It may be unavailable at times, for maintenance or for reasons outside the company's control.

When the desk is unavailable, the company may give notices, hold votes and take any other step by other means the articles and the law allow, and those steps are as valid as if they had been taken on the desk.

8. Suspension and closure

The company may suspend your account at any time if it reasonably believes that the account's security is at risk, that this agreement has been broken, or that your particulars are wrong. A suspended account can be reinstated.

The company may close your account when you no longer hold the role it was opened for, or for a serious or repeated breach of this agreement. You may ask the company to close your account at any time by writing to it.

Closing an account does not erase the records made through it, which the company keeps as its records. Sections 5, 6, 10 and 11 of this agreement, and the Confidentiality Undertaking, continue after closure.

9. Changes to this agreement

The company may change this agreement by publishing a new version with a higher version number at registry.codenav.dev/agreements. Earlier versions stay published.

You will be asked to accept a new version before you next use the desk. If you do not accept it, you may ask the company to close your account; the version you accepted continues to govern what was done while it applied.

10. Liability

The company is not liable for loss caused by your failure to keep your credentials secure, by acts taken through your account before you told the company it was at risk, or by the desk being unavailable, except where the loss is caused by the company's negligence or wilful default.

Nothing in this agreement limits or excludes any liability that cannot lawfully be limited or excluded.

11. Notices, law and jurisdiction

You may write to the company at its registered office or by email to director@codenav.dev. The company writes to you as the Consent to Electronic Communications and Electronic Signatures provides.

This agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

1. What you agree to

You agree that CODENAV LTD, a private company limited by shares registered in England and Wales with company number 16998604, whose registered office is at 71-75 Shelton Street, London WC2H 9JQ ("the company") may send or supply to you electronically every notice, document and piece of information it sends or supplies to you, whether as a member, a director, a holder of another instrument or the holder of a desk account. This includes notices of meetings, written resolutions, ballots, accounts and reports, statements, agreements and any document the Companies Act 2006 or the articles require the company to send.

This is your general agreement, under section 1144 of and Schedule 5 to the Companies Act 2006, both to documents in electronic form sent to your email address (Part 3 of the Schedule) and to documents made available on a website, the desk (Part 4). It continues until you withdraw it under section 8 below.

2. How the company communicates

The company may send a document to the email address on your desk account, or make it available on the desk and tell you by email that it is there, the address of the desk, where on the desk it is, and how to reach it. A document on the desk stays available for as long as the Companies Act 2006 requires, or for at least 28 days from that notice when it sets no period.

Unless the articles provide otherwise, as section 1147 of the Companies Act 2006 allows: a document sent by email and properly addressed is treated as received 48 hours after it was sent, counting only working days; a document made available on the desk is treated as received when it was first made available or, if later, when you received, or are treated as having received, the notice that it is there.

You will keep your email address on the desk up to date and confirmed, and accept email from registry@codenav.dev. A document sent to the address on the desk is sent properly even if you do not read it.

3. Documents you send to the company

The company agrees, under Schedule 4 to the Companies Act 2006, to receive documents and information from you through the desk, including your agreement to written resolutions, your votes and your approvals.

Under section 1146(3)(a) of the Act, the company specifies that a document or information sent to it through the desk is authenticated when it is sent through your desk account while you are signed in with your password and authenticator code, and, where the page asks for one, confirmed with a fresh authenticator code. The desk records each such act with its time.

Your agreement to a written resolution is signified when the desk records it, and under section 296(3) of the Act it cannot then be revoked.

4. Electronic signatures

You agree that any of the following, done through your desk account, is your electronic signature on the document, vote or action concerned, and that you use it to sign that document, vote or action as yours: entering an authenticator code to confirm an action; pressing a button that states that it signs, votes, approves, agrees or confirms; ticking a box that states your agreement; and typing your name where the desk asks for your signature.

Under section 7 of the Electronic Communications Act 2000 an electronic signature is admissible in evidence as to the authenticity and integrity of what it is attached to. You agree that your electronic signature has the same effect as your handwritten signature, except where the law requires a form of signature or execution that the desk cannot give, such as a deed signed in the presence of a witness. The desk does not execute deeds.

You will not deny the validity or effect of a document, vote or action only because it was made or signed electronically.

5. Records

The company keeps electronic records of the documents it sends and of what is signed and done on the desk, with their times and a cryptographic digest of each document, so that any later change can be detected. You agree that these records may be used as evidence.

You may download, save or print any document available to you on the desk. You should keep your own copy of anything you may need.

6. What you need

To use the desk and receive documents electronically you need: an up-to-date web browser with JavaScript and cookies allowed; an email account; an authenticator app on a device you control; and the means to read, save and print web pages and PDF files. If these requirements change in a way that could stop you receiving documents, the company will tell you.

7. Paper copies

You may ask for a paper copy of any document the company has sent or supplied to you electronically, by writing to the company at its registered office or to director@codenav.dev. The company sends it within 21 days, free of charge. If you are a member, this is your right under section 1145 of the Companies Act 2006; the company gives the same to every account holder.

8. Withdrawing this consent

You may withdraw this consent at any time by writing to the company. Because the desk works only electronically, withdrawing it closes your desk account; from then on the company sends you on paper, to your service address, what the law or the articles require it to send.

Withdrawing does not affect anything sent, received, signed or done before the company received your withdrawal.

1. Your credentials

Your credentials are your account number, your password, the authenticator app set up for your account, your recovery codes, and any CodeNav Account you link to the desk account. Together they are how the company knows that an action on the desk is yours.

2. What you undertake

You will choose a password you do not use anywhere else, and keep it secret.

You will keep the authenticator on a device that only you control, and you will not copy its secret to anyone else's device.

You will keep your recovery codes somewhere safe and private, and treat each as you would your password.

You will not let anyone else sign in as you or act through your account, even someone you trust, and even on your instructions.

You will sign out when you finish on a device that others use, and keep the devices you use for the desk locked and up to date.

3. If your credentials may be known

You will tell the company at once, by email to director@codenav.dev, if you think anyone else knows your password, has your recovery codes, or can reach your authenticator, or if you see activity on your account that was not yours. The company may then suspend the account and issue you new credentials.

Until you tell the company, an action taken with your credentials is treated as taken by you.

4. What the company does

The company stores your password only in a form from which it cannot be read back, keeps the authenticator secret and your identity document number encrypted, locks an account after repeated failed attempts, and records every sign-in.

The company will never ask you for your password, an authenticator code or a recovery code by email, telephone or message. Anyone who does is not the company.

1. Confidential information

Confidential information is everything you see or receive through the desk that the company has not released to the public record, including draft resolutions, unreleased reports and workpapers, the company's books and figures, other people's particulars and addresses, and the desk's own security arrangements.

Information is not confidential if it is on the public record at registry.codenav.dev, or on the public register at Companies House, or if you lawfully had it before you received it through the desk.

2. What you undertake

You will use confidential information only for the company's affairs and within your role, and you will not disclose it to anyone except as the company allows in writing or as the law requires.

If the law requires you to disclose confidential information, you will tell the company first, where the law allows, and disclose only what is required.

You will not copy confidential information out of the desk except to the extent your role requires, and you will keep any copy as securely as the desk does.

3. What this does not stop

Nothing in this undertaking limits a right the law gives you as a member, such as the right to inspect the register of members under section 116 of the Companies Act 2006, or your duties as a director.

Nothing in it stops you from reporting a possible offence or wrongdoing to the police, a regulator or another public authority, making a disclosure the law protects, or taking confidential legal advice.

4. Duration

This undertaking applies while you hold a desk account and continues after the account is closed, until the information is no longer confidential.

1. Who is responsible

CODENAV LTD, a private company limited by shares registered in England and Wales with company number 16998604, whose registered office is at 71-75 Shelton Street, London WC2H 9JQ is the controller of the personal data described here, under the UK General Data Protection Regulation and the Data Protection Act 2018. It is registered with the Information Commissioner's Office, reference ZC156578. You can write about anything in this notice to director@codenav.dev or to the registered office.

2. What the registry holds

Your particulars: your name and former names, date of birth, nationality, country of residence, the type, issuing country and expiry of your identity document and its number (kept encrypted), your residential and service addresses, your email address and telephone number.

Your account: your account number, role, status, the review of your application, your password (in a form that cannot be read back), your authenticator secret (encrypted), and, if you link one, your CodeNav Account identifier and email.

Your activity: each sign-in and failed attempt, the sessions you open, and each action you take on the desk, with its time, internet address and browser; your votes, approvals and signatures; and the agreements you accepted.

Your holdings and offices: where you are a member, director or holder of another instrument, the entries about you in the company's registers.

3. Why, and on what basis

To keep the registers and records the Companies Act 2006 requires, and to send you what the Act and the articles require: because the law obliges the company to (UK GDPR Article 6(1)(c)).

To open and run your desk account and act on what you do through it: because it is needed for the agreement between you and the company (Article 6(1)(b)).

To verify your identity, keep the desk secure, detect misuse and keep evidence of what was done: in the company's legitimate interest in sound and provable records (Article 6(1)(f)).

The registry does not use your personal data for marketing, and does not make decisions about you by automated means alone.

Your particulars are needed both by law, for the registers the company must keep of its members and officers, and for the agreement that opens your account. If you do not give them, the company cannot open a desk account for you; it will still deal with you on paper as the law requires.

4. Who it is shared with

Companies House and other public authorities, where the law requires the company to file or disclose information. Your service address and holdings appear on the company's register of members, which members and, in the cases the law allows, others may inspect; your residential address and identity document do not.

Service providers that run the registry for the company, under contract and only on its instructions: the company that hosts the server; Cloudflare, which carries the site's traffic; and Amazon Web Services, which delivers the registry's email. Some of them may process data outside the United Kingdom, under safeguards the UK GDPR recognises.

The company's professional advisers, and anyone to whom the law requires disclosure.

5. How long it is kept

Records on the desk are append-only, so that what was done can always be shown, and the company keeps them as its records.

Your account, particulars, signed application and the record of your activity are kept while the account is open and for ten years after it closes. Ten years is how long the Companies Act 2006 lets a former member's entry stay in the register of members (section 121), and it covers the time within which claims about what was done may be brought. After that the company removes or anonymises what it no longer needs, except where the law requires it to keep a record, such as entries in its statutory registers and the minutes and resolutions it must keep.

An application that is rejected is kept for six years from the decision, then removed in the same way.

6. Your rights

You may ask for a copy of your personal data, ask for it to be corrected, ask for its use to be restricted, object to its use on the basis of legitimate interest, and ask for data you provided to be given to you in a portable form. You may ask for erasure; the company cannot erase what the law requires it to keep, or what it needs as evidence of acts on the desk, and will tell you if that applies.

Most corrections are made by adding a new version of your particulars on the desk; the earlier version is kept, marked as replaced.

You may complain to the Information Commissioner's Office (ico.org.uk). The company would be glad of the chance to deal with your concern first.