Terms Conditions

Terms & Conditions 

  1. DEFINITIONS 

“Affiliate” means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of  a body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being  as defined in section 1159 of the Companies Act 2006 (as amended from time to time); 

“App” means Verify 365’s proprietary mobile app that enables Consumers, among things, to upload, store and  share personal ID, financial and other information; 

“Applicable Laws” means all legislation, regulations, and other rules having equivalent force which are  applicable to the provision or use of the Services under the Agreement; 

“Business Days” means any day other than a Saturday, Sunday or a day which is a Bank or public holiday in  England; 

“Client Data” means all data provided by you or on your behalf in connection with the Services; 

“Client Personal Data” has the meaning given to it in clause 7.3; 

“Consumers” means your clients; 

“Consumer Data” means the data that we collect directly from Consumers in connection with the Services; 

“Confidential Information” means any and all Consumer Data, information relating to the trade secrets,  operations, processes, plans, product information, prices, know-how, designs, customer lists, market opportunities,  transactions, affairs and/or business of the parties and/or to their customers, suppliers, group companies and/or,  if either party is bound to protect the confidentiality of any third party’s information, third parties in or on any  medium or format; 

“Data Protection Legislation” means any data protection legislation from time to time in force in the UK including  the Data Protection Act 2018 or any successor legislation and the UK GDPR; 

“EULA” means the end user licence agreement that each Consumer is required to agree to prior to using the App; “Fees” means the Services Fees and the Set Up Fee, or (if the context so requires) either of them; 

“Force Majeure Event” means any act of government or state, civil commotion, epidemic, fire, flood, industrial  action or organised protests by third parties, natural disaster, war, failure of payment systems, or any event  beyond the reasonable control of the party claiming to be excused from performance of its obligations; 

“Permitted Sub-Processors” means the third party service providers; 

“Permitted Users” means the individuals identified as users in the Verify 365 Account Application, together with  such additional or replacement individual users as Verify 365 and the Client may from time to time agree; 

“Purpose” means to enable the Client, for internal business purposes, to (i) on-board individuals and entities  involved in a particular transaction, legal or otherwise; (ii) perform ID checks; and/or (iii) collect and analyse  banking or financial information relevant to source of funds or source of wealth. 

“Pricing Sheet” means the Professional Verify 365 Pricing Sheet or such other pricing sheet or price list as is either  provided by Verify 365 to the Client from time to time or otherwise agreed by Verify 365 and the Client, and  which sets out: (i) the Fees (ii) the Client’s minimum monthly commitment (if any) (iii) the invoicing and payment  terms and (iv) the payment method; 

“Reports” means the reports that are provided to you via the Verify 365 Platform as part of the Services;

“Services” means (i) either Original or Standard (passport NFC chip enabled, in line with HM Land Registry Digital ID Safe Harbour requirements) ID Checks on individuals (ii) Source of Funds Checks on individuals (iii)  Gathering financial information (iv) Address Checks on individuals (v) Verification checks on corporate entities (vi)  Ongoing PEPs and sanctions monitoring and screening (vii) Such additional services as Verify 365 may from time  to time make available, in each case as provided by Verify 365 via the Verify 365 Platform; 

“Services Fees” means the prices payable by the Client for the Services, as set out in the Pricing Sheet. 

“Set Up Services” means the set up services to enable the Client to access the Verify 365 Platform and purchase  Services; 

“Term” has the meaning given to it in clause 10.1; 

“Terms of Use” means these terms together with the documents and materials referred to in them; 

“Verify 365”, “we”, “us” or “our” means Lawtech 365 Limited, a company registered in England and Wales under  number 13107185 and whose registered office is Elizabeth Court, Stratford upobn Avon, CV37 6HX; 

“Verify 365 Account Creation” means the Client’s online application to open an account with Verify 365 enabling  the Client to purchase Services; 

“Third Party Products” means the third party products, services and/or software used by Verify 365 to deliver  the Services set out in Schedule 1; 

“Verify 365 Platform” means Verify 365’s web dashboard that may be accessed by the Client at  https://verify365.co.uk, or such other URL as Verify 365 may from time to time designate; and 

“Verify 365 Privacy Policy” means Verify 365’s privacy policy, the most recent version of which may be accessed  at https://verify 365.app/privacy. 

  1. SERVICES

2. 1 To enable us to complete the Set Up Services you agree that you will:

2.1.1 set up any security application we reasonably require (e.g. two-tier authentication); and 

2.1.2 provide any other information we may reasonably require and request from you. 

2.2 On completion of the Set Up Services, you will be able to access the Verify 365 Platform and purchase  Services. 

2.3 We shall use reasonable endeavours to ensure the Verify 365 Platform is Available for an uptime of 99.5%  per month subject to the terms of this clause. Downtime is measured from the time you give written notice to our  customer support team that the Verify 365 Platform is not online and operational and until the time the Verify  365 Platform is once again available. 

2.4 We accept no responsibility for unavailability as a result of: (a) any act or omission of you and/or any end  user not authorised by us in writing; (b) a Force Majeure Event; (c) any scheduled or emergency maintenance of  the Verify 365 Platform. 

2.5 Any support incident or fault requested must be logged via our customer support that can be accessed at  info@verify365.co.uk. Any request for support shall only be deemed received on a Business Day. Upon receipt,  we shall use reasonable endeavours to respond to, remedy or provide a workaround to an incident or fault but  do not guarantee any support response, fix or workaround within a specific timeframe. 

2.6 Where you require technical or other support, outside the terms set out in this clause, we may charge fees at  our then current rates for professional services. 

  1. WARRANTIES 

3.1 Subject to Clauses 3.2, 3.3 and 3.4, we agree that we shall:

3.1.1 use reasonable skill and care in the performance of the Services; 

3.1.2 use all commercially reasonable endeavours to ensure that the Reports are in all material respects accurate  and complete; 

3.1.3 use reasonable care and skill to ensure the Services are fit for the Purpose; and 

3.1.4 ensure that the Verify 365 Platform and the Services do not infringe any third party’s intellectual property  rights. 

3.2 Clause 3.1 shall not apply to and we shall have no liability for failures or shortcomings in the provision of the  Services caused by or arising out of: 

3.2.1 your or your user’s internet connection; 

3.2.2 any inaccuracy or incompleteness in a Report which arises as a result of data provided to us by you, your  users or any third party nominated by you; 

3.2.3 accident, abuse or use of the Services in a manner inconsistent with these Terms of use or resulting from a  Force Majeure Event; or 

3.3 You warrant that: 

3.3.1 you shall use the Services and the Reports solely for your internal business purpose and, without limitation,  you shall not, without our prior written consent, disclose, share or otherwise make available the Reports to any  third party (other than Permitted Users); and 

3.3.1 the Client Data does not infringe any third party’s intellectual property rights. 

3.4 Each party warrants that: 

3.4.1 it shall comply with all Applicable Laws; 

3.4.2 it has the full authority and power to enter into the Agreement and grant all rights under it; 

3.4.3 obtain and maintain all necessary licences, consents, and permissions necessary for the performance of its  obligations under the Agreement and for the grant of rights under the Agreement; 

3.4.4 entering into the Agreement shall not in any way conflict with any of the parties’ existing obligations, either  at the date hereof and/or throughout the Term; and 

3.4.5 it shall use all commercially reasonable endeavours to ensure that it does not introduce any virus and/or  any other contaminant that may be designed to have an adverse effect on the Services and/or the Verify 365 Platform. 

3.5 Except as expressly and specifically provided in the Agreement, all warranties, conditions and other terms  implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement. 

  1. FEES 

4.1 We shall invoice and you shall pay the Fees in accordance with the terms set out in the Pricing Sheet. 

4.2 The pricing of the platform is based on a 12-month minimum term contract, subject to minimum monthly  commitment as follows: 

4.2.1. “Express Plan” priced at £100 pcm, suitable for firms onboarding less than 10 clients per month;  4.2.2 “Premium Plan” priced at £245 pcm, suitable for firms onboarding 10 or more clients per month;  

4.2.3 “Enterprise Plan” priced at £1,950 pcm, suitable for firms onboarding more than 100 clients per month;

4.2 All Fees are stated exclusive of VAT which shall be payable in addition by you to us. 

4.3 If you fail to pay any undisputed amount due under the Agreement, we may: 

4.3.1 subject to giving you at least five Business Days’ prior notice of our intention to do so, suspend the Services  until such time as the overdue amount remains unpaid; and 

4.3.2 charge you interest on the overdue amount, payable on demand, from the due date up to the date of  actual payment, after as well as before judgment, at the rate of 5% per annum above the base rate for the time  being of Barclays Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly. 

4.4 All overcharges or billing disputes must be notified to us within 30 days of date of receipt of invoice or within  30 days of payment by direct debit (as applicable). In the absence of such, you shall be deemed to have  accepted the invoice or agreed the direct debit payment (as applicable). 

4.5 We do not accept payment of Fees by cheque. 

  1. LIABILITY 

5.1 Nothing in the Agreement excludes or limits either party’s liability to the other for any of the following: 5.1.1 death or personal injury caused by negligence; 

5.1.2 fraud or fraudulent misrepresentation; or 

5.1.3 any other liability which cannot be excluded or limited by law. 

5.2 We shall back up Client Data and Reports using our standard back-up procedure, subject to: (i) any  applicable limitations and exclusions in relation to such back-up in the relevant back-up application employed by  us and/or our hosting provider; and (ii) where there is any loss of Client Data or Reports, we shall only be bound  to restore such Client Data or Reports to the most recent back-up file created in respect of such data. In any  event, therefore, you undertake (and we strongly advise you) to back up, and take all precautions and measures  in respect of the Client Data and Reports as often as would be considered reasonably prudent to limit the risk of  any data loss, especially if the data is important to you. This may include backing up any locally held data which  includes Client Data or Reports. Upon request, we may provide you with a download facility and/or other means  by which to provide you with a copy of the Client Data and Reports, subject to the parties agreeing a mutually  agreeable and reasonably secure file transfer facility and payment of any standard administration fees to  provide such data. You may make such a request no more than once per calendar quarter unless agreed  otherwise or unless the request is made in respect of fulfilment of your obligations under Clause 7 or the Data  Protection Legislation for which there is no limit on the frequency of requests. 

5.3 We shall not be liable for any loss, to the extent the cause of the loss; 

5.3.1 arose from your use of the Services other than for your internal business purposes; or 

5.3.2 was reasonably foreseeable and preventable by you, such as (but not limited to) the loss arising from: 

  1. Client Data, data or information loss caused by your failure to keep backup copies of important data  on separate media; or 
  2. user inflicted problems such as those caused by failure to read and/or follow user instructions provided  in writing. 

5.4 Subject to Clause 5.1, neither party shall be liable under or in connection with the Agreement for: 

5.4.1 indirect, special or consequential losses or loss of profits, revenue, goodwill, reputation, wasted  management time or anticipated savings; or 

5.4.2 any liability arising from a virus or malicious code which is not caused by that party’s default or breach of  the Agreement. 

5.5 Subject to the Clauses 5.1 to 5.4: 

5.5.1 each party’s total liability to the other party arising under or in connection with the Agreement or otherwise  (whether in contract, tort (including negligence), under any indemnity or otherwise), whether foreseeable or not  will not exceed the greater of: (a) £25,000; or (b) a sum equal to 100% of the amount actually paid or payable  by you in connection with the provision of the Services to you in the 12 month period preceding the date upon  which the claim arose; and 

5.5.2 our total aggregate liability to you arising under or in connection with any Personal Data breach or breach  of Clause 7 (Client Data and Data Protection) whether in contract, tort (including negligence), whether  foreseeable or not, shall be limited to £2,500,000 (two and a half million pounds). 

  1. CONFIDENTIALITY 

6.1 Each party may be given access to Confidential Information from the other party in order to perform its  obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information  that: 

6.1.1 is or becomes publicly known other than through any act or omission of the receiving party; 6.1.2 was in the other party’s lawful possession before the disclosure without obligation of confidentiality; 6.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; and 

6.1.4 is independently developed by the receiving party without reference to the Confidential Information and  which independent development can be shown by written evidence. 

6.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make  the other’s Confidential Information available to any third party, or use the other’s Confidential Information, for  any purpose other than for the purposes of the Agreement. 

6.3 Where the receiving party of the Confidential Information is required by law to disclose the Confidential  Information, the receiving party shall, prior to such disclosure and to the extent permitted by law: 

6.3.1 inform the disclosing party of the obligation to disclose and the information that will be disclosed; 

6.3.2 consult with the disclosing party as to possible steps to avoid or limit disclosure and take those steps where  they would not result in significant adverse consequences to the receiving party; and 

6.3.3 where the disclosure is by way of public announcement, agree the wording with the disclosing party in  advance. 

6.4 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has  access is not disclosed or distributed by its employees or agents in violation of these Terms of Use or used for any  purpose other than the performance of its obligations hereunder, and shall co-operate with the other to help  regain control of the Confidential Information if it is lost, and prevent further unauthorised use or disclosure of it. 

6.5 Each party shall be responsible for any breach of this Clause 6 by any third party to which it discloses the  Confidential Information to in accordance with Clause 6.2 or in breach of these Terms of Use. 

6.6 This Clause 6 shall survive termination of the Agreement, however arising. 

  1. DATA PROTECTION 

7.1 In this clause 7 the terms “Controller”, “Personal Data”, “Personal Data Breach”, “Processing” and “Processor”  have the meanings given to them in the Data Protection Legislation.

7.2 Both parties shall comply with all applicable Data Protection Legislation in connection with the Services and  each party warrants that they shall implement and shall continue to implement appropriate technical and  organisational measures to ensure a level of data security and protection of the Personal Data of the other party  appropriate to the size of the organisations and risk presented by the Processing. 

7.3 The parties acknowledge that, for the purposes of the Data Protection Legislation, you are the Controller and  we are the Processor of any Personal Data that you provide to us in connection with the Services (“Client Personal  Data”). 

7.4 In relation to all Services, we shall: 

7.4.1 only process the Client Personal Data for the purpose of providing the Services under the Agreement and  any other instructions agreed between the parties from time to time; 

7.4.2 taking into account the nature of your Processing under the Agreement and the information available to us,  provide full cooperation and assistance in ensuring you comply with your obligations under the Data Protection  Legislation, including but not limited to: 

  1. notifying you in writing, without undue delay upon becoming aware of a Personal Data Breach; 
  2. taking into account the nature of our Processing under the Agreement and the information available to  us, in the event of a Personal Data Breach, providing you with details of the Personal Data Breach  including a description of the nature of the Personal Data Breach, the consequences of the Personal Data  Breach and the reasonable steps that have been or will be taken under Clause 7.4.2(c); 
  3. responding to Consumers’ requests to exercise their rights of access, rectification, erasure, restriction of  Processing, data portability, objection to Processing, or any other rights available to Consumers under  Data Protection Legislation; 
  4. providing you with such assistance as you may reasonably require to enable you to (i) conduct data  protection impact assessments and (ii) consult with data protection supervisory authorities; and 
  5. adhere to any requirement of the Information Commissioner and, in the event of a Personal Data  Breach, undertake reasonable steps to mitigate the consequences of the Personal Data Breach. 

7.4.3 ensure the reliability of all persons authorised to process the Client Personal Data by (i) performing  background checks upon such personnel (where permissible under applicable law); (ii) assigning specific and  necessity-based access privileges to such personnel; (iii) ensuring that such personnel have undergone training in  data protection and privacy; and (iv) ensuring that such personnel have committed themselves to confidentiality  obligations at least as onerous as the obligations set out in Clause 6; 

7.4.4 be entitled to engage, and provide Client Personal Data to, the Permitted Sub-Processors in connection with  the performance of the Services. In the event of a proposed change to the Permitted Sub-Processors, we shall  notify you 15 working days in advance of the proposed new or replacement Permitted Sub-Processor and,  provided that you do not object on reasonable grounds relating to data protection, we may engage the  proposed Permitted Sub-Processor on terms which provide at least an equivalent level of protection as these Terms of Use; 

7.4.5 without prejudice to any other term in Clause 7, be entitled to appoint third parties as general suppliers of  technology and services, provided that such third parties do not carry out specific Processing activities on your  behalf; 

7.4.6 taking into account the nature of our Processing under the Agreement (i) assist you by appropriate technical  and organisational measures, insofar as possible, for the fulfilment of your obligation to respond to subject access  requests or any request for disclosure of Client Personal Data by a law enforcement authority, and (ii) provide  information, and allow for audits, to enable you to demonstrate your compliance with Data Protection Legislation;

7.4.7 notify you within 3 (three) Business Days if we or any Sub-Processor receives a request from a data subject  under any Data Protection Legislation in respect of the Client Data unless the data subject has forbidden the  notification in which case we shall inform the data subject that we are only able to respond to such a request on  your instruction; 

7.4.8 promptly following termination of the Agreement, return or, at your option, delete all Client Personal Data,  or at any time during the Term, promptly following your request, amend, correct, or delete any Client Personal  Data; 

7.4.9 within fifteen (15) working days, provide you with any information which it is reasonable for us to provide  to demonstrate, and allow you to demonstrate, compliance with Article 28 of the GDPR; 

7.4.10 maintain detailed, accurate and up to date records relating to the Processing of Client Personal Data;  and 

7.4.11 inform you immediately if in our opinion any instruction under Clause 7.4.1 infringes Data Protection  Legislation. 

7.5 In relation to all Services except the Verify 365 Lite: 

7.5.1 we shall not process or transfer Client Personal Data outside the European Economic Area, except as  agreed between the parties in writing and/or to the extent permissible by and in accordance with applicable  law. Where there is a transfer outside the EEA, it will be carried out in accordance with the provisions set out in  clause 7.6.2 and 7.7. 

7.5.2 You acknowledge that we collect, store and process Consumer Data in accordance with the Verify 365 Privacy Policy. 

7.6 In relation to Verify 365 Lite: 

7.6.1 Verify 365 and the Permitted Sub-Processors will only access Client Personal Data from, and transfer Client  Personal Data to, (i) countries within the European Economic Area (“EEA”), (ii) countries or territories formally  recognized by the European Commission as providing an adequate level of data protection (“Adequate  Countries”) or (iii) other countries, provided that Verify 365 or the Permitted Sub-Processor uses a Valid Transfer  Mechanism in accordance with clause 7.6.2; and 

7.6.2 for any transfers of Client Personal Data from countries within the EEA to countries which do not ensure an  adequate level of data protection (each known as a “third country”), Verify 365 and the Permitted Sub Processors may use the following transfer mechanism: A. the contractual clauses for the transfer of personal data  to processors established in third countries established pursuant to the EU Commission Decision 2010/87/EU of 5  February 2010 (commonly known as the ‘Standard Contractual Clauses’). The transfer and processing of personal  data will otherwise be in accordance with Data Protection Legislation. 

7.7 In light ofC-311/18Data Protection Commissioner v Facebook Ireland Limited and Maximillian Schrems  where processing of Client Personal Data is carried out by Permitted Sub-Processors, we confirm that that we  have carried out an assessment of the transfer and the level of protection in the recipient country prior to the  transfer. 

7.8 Verify 365 shall maintain a comprehensive information security policy which requires Verify 365 to: 7.8.1 implement back-up and disaster recovery systems; 

7.8.2 continuously assess risks to the security of Client Personal Data by (i) assessing the likelihood and potential  damage of such risks, taking into account the sensitivity and risk of the Client Personal Data, (ii) identifying  internal and external threats that could result in a security breach, and (iii) conducting penetration testing; and 

7.8.3 take appropriate steps to protect against such risks. 

7.9 Each party (the “Defaulting Party”) shall be liable to the other party for all reasonable and properly  incurred costs, losses, damages, expenses (including reasonable legal expenses) incurred as a direct result of the  Defaulting Party’s breach of this Clause 7.

  1. INTELLECTUAL PROPERTY RIGHTS 

8.1 We grant you a personal, non-exclusive, non-transferable (with no rights to sub-license or to assign) licence  for Permitted Users to access and use the Verify 365 Platform during the Term and to copy and use the Reports,  in each case solely for your internal business purposes and, for the avoidance of doubt, without any right to grant  sub-licences to any third parties. 

8.2 All intellectual property rights in and to the Services, the Verify 365 Platform and the Reports are owned by  us or our relevant licensors. Except as expressly stated in these Terms of Use, the Agreement does not grant you  any rights or licences in respect to the Verify 365 Platform, the Services or any related materials. 

8.4 Each party: 

8.4.1 acknowledges and agrees that it shall not acquire or claim any title to any of the other party’s Intellectual  Property Rights (or those of the other party’s licensors) by virtue of the rights granted to it under the Agreement  or through its use of such Intellectual Property Rights; 

8.4.2 agrees that it will not, at any time, do, or omit to do, anything which is likely to prejudice the other party’s  ownership (or the other party’s licensors’ ownership) of such Intellectual Property Rights; and 

8.4.3 agrees not to remove, suppress or modify in any way any proprietary marking, including any trade mark  or copyright notice, on or in the materials of the other party and agrees to incorporate any such proprietary  markings in any copies it takes of such materials. 

  1. INDEMNITY AND WAIVER 

9.1 You shall defend, indemnify and hold us, our Affiliates and our respective directors and employees harmless  against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including, without limitation,  court costs and reasonable legal fees) arising out of or in connection with claims from a third party that the Client  Data infringes the intellectual property rights or other rights of a third party. 

9.2 The Verify 365 Platform and Reports are not intended to be used as the sole basis of any business decision  and should be used in conjunction with other third party information or traditional identity checks and such other  verification measures as are advisable in the applicable industry and your dealings with the Consumer generally.  Accordingly, to the fullest extent permissible, you waive all rights you may have against us for any claims arising  from the Reports or the Verify 365 Platform in connection with services that you provide to your clients. 

9.3 We shall defend, indemnify and hold you, your Affiliates and your respective Permitted Users, directors and  employees harmless against claims, actions, proceedings, losses, liabilities, damages, expenses and costs  (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with claims from  a third party that the Verify 365 Platform and the Services infringe the intellectual property rights or other rights  of a third party. 

  1. TERM AND TERMINATION 

10.1 The Agreement will come into effect on the date that we confirm our acceptance of your Verify 365 Account Signup or such other date that may be set out in a Pricing Sheet and, unless terminated earlier in  accordance with the remaining provisions of this clause 10, shall remain in effect for a minimum of 12 months and  until terminated by either party giving 30 days’ prior written notice of termination to the other party (“Term”).  This clause will not apply to any Term or other relevant provisions agreed between the parties separately and  set out in a Pricing Sheet. 

10.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate  the Agreement without liability to the other immediately on giving written notice to the other if: 

10.2.1 the other party commits a material or persistent breach of any of its obligations under the Agreement and  (in the case of a breach capable of being remedied) does not remedy such breach within 30 days (or, in the case of your failure to pay any undisputed sum due under these Terms of Conditions, within 10 Business Days) of  receiving from the other party written notice of the breach and a request to remedy the breach;

10.2.2 the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they  fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the  meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its  debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the  Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 

10.2.3 the other party commences negotiations with all, or any class of, its creditors with a view to rescheduling  any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other  than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other  companies, or the solvent reconstruction of that other party; or 

10.2.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is  subject that has an effect equivalent or similar to any of the events mentioned in Clauses 10.2.2 to 10.2.3  (inclusive). 

10.3 Termination of the Agreement shall not affect any accrued rights or liabilities of either party. 10.4 Upon termination of the Agreement: 

10.4.1 you shall pay us (i) all Fees which remain outstanding and due under the Agreement within 7 days of its  termination and (ii) if you terminate the Agreement under clause 10.1 or if we terminate the Agreement under  clause 10.2, all Fees that, in the absence of such termination, would have been payable by you under the  Agreement as a result of any minimum purchase commitments that we had agreed; 

10.4.2 we will provide you with access to the Verify 365 Platform for a period of thirty (30) days following  termination to enable you to download your Client Data, following which we will close your account with Verify  365 and delete all Client Data; 

10.4.3 the parties shall mutually agree a notice that shall be displayed to users via the App (and/or by such  other means, such as email) notifying users that the Service has come to an end; and 

10.4.4 subject to the parties’ retention policies, each party shall each securely delete and destroy copies of each  other’s Confidential Information and, if requested, provide a written certificate to the other party signed by a  director or equivalent of the destroying party. 

10.5 Following termination of the Agreement for any reason, any provision of these Terms of Use that expressly  or by implication is intended to come into or continue in force shall remain in full force and effect. In particular,  the following Clauses shall remain in full force and effect: Clause 1 (Definitions); Clause 3 (Warranties); Clause 5  (Liability); Clause 6 (Confidentiality); Clause 8 (Intellectual property rights); Clause 9 (Indemnity and Waiver);  Clause 14 (Third Party Products); Clause 15 (Dispute resolution); and Clause 19 (Governing law and jurisdiction). 

  1. AUDIT AND COMPLIANCE 

11.1 Each party (or their authorised representatives) shall be permitted to audit the other’s compliance with the  Agreement no more than once every 12 months and provided that: 

11.1.1 the other party is given reasonable prior written notice; 

11.1.2 they enter the other party’s premises during normal business hours; 

11.1.3 where the auditing party’s authorised representatives enter, the auditing party obtains written  undertakings of confidentiality from their authorised representatives prior to entering the other party’s premises  which are no less onerous than the obligations of confidentiality under these Terms of Use; 

11.1.4 the auditing party indemnifies the other party for all of its costs and losses and any damage to the other  party’s premises incurred by the other party or its Affiliates in the performance of or in connection with the audit;  and

11.1.5 does not interfere with the Client’s normal business and take all reasonable steps to minimise disruption to  the Client’s business during such audit. 

11.2 Each party shall cooperate and share information with the other as reasonably necessary from time to time  to discharge their regulatory obligations. Where the request to the other party is onerous or disproportionate to  the Services, the party who made the request shall indemnify the reasonable and proper costs of the other party  providing the information. 

11.3 In performing our obligations under the Agreement, we shall: 

11.3.1 comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to  time in force including, but not limited to, the Modern Slavery Act 2015; and 

11.3.2 ensure that our direct sub-contractors and suppliers are subject to an obligation as least as onerous as  Clause 11.3.1 of these Terms of Use. 

  1. REFERRED CLIENTS 

12.1 If a Client has been referred to Verify 365 by a third party partner, where we are required to do so, we  will provide information to the third party on an ongoing basis about the Client’s usage of Verify 365 Services.  This is to enable the third party to monitor any relevant terms of the referral partnership. No personal data  relating to either Clients or Consumers will be provided as part of this process. 

  1. GENERAL 

13.1 Subject to the remainder of this clause 13.1, you may not assign or sub-contract the Agreement or any rights  and obligations thereunder without our prior written consent (such consent not to be unreasonably withheld or  delayed). Either party may assign or sub-contract the Agreement to its respective Affiliates. 

13.2 Except as set out in the Pricing Sheet: 

13.2.1 Any notice under the Agreement must be in writing and must be (i) delivered by hand or sent by recorded  delivery to the address at the head of these Terms of Use, for notices to us, or to your address as set out in the  Pricing Sheet, for notices to you or (Ii) sent by email to the email address set out in the Pricing Sheet. 

13.2.2 A notice delivered by hand, by recorded delivery or by email will be deemed to have been received  when delivered (or if delivery is not in Business Hours, at 9am on the first Business Day following delivery). 

13.3 No failure by either party to enforce any rights under the Agreement shall constitute a waiver of such right  then or in the future. Any waiver must be in writing and signed by an authorised representative of the waiving  party. 

13.4 If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof,  to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as  to give effect to the economic intent of the parties, and the remainder of the Agreement will continue in full force  and effect. 

13.5 Other than our Affiliates, a person who is not a party to the Agreement has no right or benefit under or to  enforce the Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 

13.6 These Terms of Use constitutes the sole and entire understanding of the parties in relation to its subject  matter and supersedes all previous agreements, representations and arrangements between the parties (either  oral or written). The parties confirm that they have not entered into the Agreement on the basis of any  representations that are not expressly incorporated in the Agreement. Each party irrevocably and unconditionally  waives any rights it may have to claim damages and/or to rescind the Agreement for any misrepresentation in  relation to the subject matter of the Agreement whether or not contained in the Agreement or for breach of  warranty not contained in the Agreement unless such misrepresentation or warranty was made fraudulently.  Subject to Clause 15, this Agreement may only be amended or supplemented in writing and signed by an  authorised representative of both parties.

  1. THIRD PARTY PRODUCTS 

14.1 Any third party data included as part of the Services shall be subject to any limitations and exclusions  relating to such data and notified to you by us. In addition, the Services may consist of Third Party Products. Third  Party Products are provided on the condition that you accept and agree to the applicable terms and conditions,  restrictions and limitations upon which such Third Party Products are provided by the applicable third party  provider, as set out in Schedule 2. We may update the list of third party providers and/or the applicable terms  and conditions of the Third Party Products from time to time. We shall notify you of any changes to the Third  Party Products and/or third party providers and you, in accordance with Clause 16.1, shall be deemed to have  accepted the terms and conditions governing such Third Party Products. 

14.2 Where the use of Third Party Products are subject to you executing a EULA, your use of the Third Party  Products comprised in the Services is conditional upon your acceptance of such terms. Subject to Clause 14.3, if  you do not agree to such terms, we may suspend your access to that particular element of the Services comprising  the Third Party Products. Where you execute the EULA for the provision of the Third Party Products, the EULA  shall take precedence over any other applicable terms and conditions incorporated into the Agreement with that  third party. 

14.3 Where the requirement of executing a EULA in Clause 14.2 constitutes a variation to the Terms of Use from  the commencement of the Term, Clause 15.2 shall apply. 

  1. DISPUTE RESOLUTION 

15.1 Both parties shall use all reasonable endeavours to resolve all disputes arising out of or relating to the  Agreement in a constructive and bona-fide way. 

15.2 Either party may initiate the dispute procedure by giving written notice to the other party. 

15.3 The notice of Dispute will be sent to the following representatives of the parties: 

15.3.1 first, to the client manager assigned to you by us from time to time, and to the Managing Director or  equivalent for you; and 

15.3.2 if not resolved within five (5) Business Days following the date of the notice referred to above, the Dispute  may be escalated by either party to The Managing Director for us and the Chairman or CEO for you. 

15.4 The parties’ representatives will use all reasonable endeavours to discuss the Dispute and attempt to resolve  the Dispute as soon as practicable and without the necessity of any formal proceeding. 

  1. VARIATIONS 

16.1 If we need to revise or amend these Terms of Use, we will notify you at least 20 Business Days in advance  of the revision or amendment, and we will have the right to assume that you have accepted such revision or  amendment if you have not notified us to the contrary within 20 Business Days of our notification to you. If you do  not accept such changes, you may terminate the Agreement with immediate effect, provided such notice is served  within the above 20 Business Days period. 

16.2 In addition, you acknowledge that from time to time during the Term we may apply upgrades to the Verify  365 Platform, and that such upgrades may, subject to Clause 15.2, result in changes to the appearance and/or  functionality of the Verify 365 Platform, that no such upgrade shall adversely affect the functionality of the  Verify 365 Platform of the Services in any material respect. 

  1. FORCE MAJEURE

17.1 Provided it has complied with the provisions of Clause 17.3, neither party shall be in breach of the  Agreement nor liable or responsible for any failure to perform, or delay in the performance of, any of its  obligations under the Agreement where such failure or delay results from a Force Majeure Event. 

17.2 A party’s performance under the Agreement is deemed to be suspended for the period that the Force  Majeure Event continues, and the party will have an extension of time for performance for the duration of that  period. 

17.3 The affected party will use reasonable commercial endeavours to mitigate the effect of any Force Majeure  Event and to carry out its obligations under the Agreement in any way that is reasonably practicable despite the  Force Majeure Event and to resume the performance of its obligations as soon as reasonably possible. 

17.4 Where a Force Majeure Event affects a party to the Agreement and the affected party is unable to  perform its obligations under the Agreement for a period longer than 30 (thirty) consecutive days, the other  party may terminate the Agreement immediately upon notice. 

  1. CONFLICT 

18.1 Notwithstanding Clauses 7.12 and 14.2, in the event of any conflict between the terms of these Terms of  Use, the Pricing Sheet, any EULA entered into under Clause 14 and any applicable terms and conditions of any  Third Party Products, Verify 365’s policies, any other document incorporated by reference into these Terms of  Use and any other written agreement between the parties, the order of precedence shall be as follows in  descending order of prevalence: 

18.1.1 Pricing Sheet; 

18.1.2 these Terms of Use (and any variations made to it in accordance with Clause 16); 

18.1.3 EULAs and Third Party Products terms and conditions; 

18.1.4 Verify 365 Policies; 

18.1.5 any other document incorporated by reference into these Terms of Use; and 

18.1.6 any other written agreement between the parties. 

  1. GOVERNING LAW AND JURISDICTION 

19.1 The Agreement is governed by and construed according to English law and the parties hereby submit to the  exclusive jurisdiction of the courts of England in relation to any disputes arising therefrom.

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