Terms of Use

Terms of Use

Terms of Use

Version number: 4.0

These terms of use (Terms) took effect on 17 August 2026.

Summary

About tmVerify

Our tmVerify digital onboarding technology provides a range of KYC, AML, Source of Funds verification, eSignatures, ePayments, and KYB services designed to help You understand the risks associated with verifying Your individual and corporate clients. We’ll carry out Your preferred checks on Your clients and then provide You with a Report of the results.

Third-Party Integrations 

Most of the technology used in tmVerify has been developed in-house (proprietary technology); however, some of the Services are powered by software code and products provided by Third Party Product Providers, whose terms You’ll also need to agree to access the Services. Please check Our Third Party Terms for more information (https://verify365.app/terms/third-Party-products-and-terms/).

Fees

You’ll find the Fees for using the Services in Your Service Agreement. If You’re using the Services via a tmVerify Partner, they will provide You with Your pricing arrangement, or We will share it with You directly.

Support

If You have any questions, You can check out Our FAQs at Our Support Hub at https://verify365.app/comprehensive-user-guide-to-verify365/.

For anything else, We’re here to help – just email Us at info@verify365.app.

1. What are these Terms about?
   • About Lawtech 365 Ltd (referred to as either “Us”, “We”, or “Our”) provides the Web Platforms, App, Services, Reports and eSignatures. We are a company registered in England and Wales (company no. 13107185) with Our registered office at 1200 Delta Business Park, Swindon, Wiltshire, England, SN5 7XZ.

• About You. The individual who accesses or uses the Web Platforms, Services, Reports and eSignatures, or the company or other legal entity on whose behalf such individual accesses or uses the Web Platforms, Services, Reports and eSignatures (as applicable) (“You”).

• The Parties. Together, You and We are referred to as the “Parties”, and each a “Party”.

• These Terms. These Terms govern Your access to and use of the Web Platforms, Services, Reports and eSignatures. By accessing or using the Web Platforms, Services, Reports and eSignatures You agree to be bound by and comply with these Terms, unless otherwise agreed in writing by Us.

• Our Privacy Policy and DPA. By accessing or using the Web Platforms, Services, Reports or eSignatures, You acknowledge and agree that Your Information will be processed in line with Our Privacy Policy (https://verify365.app/privacy/) and that Personal Data will be collected and processed in line with Our DPA (https://verify365.app/terms/data-processing-agreement/).

• Effective These Terms take effect:

1. where a Trial Period applies, on the date Your Trial Period commences, and
2. otherwise, the Commencement Date of Your Service Agreement,

and will remain in force during Your Trial Period (if applicable) and throughout the term of Your Service Agreement, unless terminated earlier in accordance with these Terms.

• Where the Web Platforms, Services, Reports or eSignatures are provided through a tmVerify Where You access or use the Web Platforms, Services, Reports or eSignatures under an agreement with one of Our tmVerify Partners, these Terms will govern Your access to and use of them. The provisions in these Terms relating to fees, billing, service term, renewal, termination, liability and indemnity are replaced by the terms of Your agreement with that tmVerify Partner.

2. How the Services work
   • How it works.
3. The Services involve different methods of verification, depending on the type of Service being run:
   1. App-based: this type of check will be initiated by You. Your client will receive an SMS and email prompt to download the App and carry out the tasks required on their mobile device.
   2. Web Platform-based: this type of check will be initiated by You. Your client will receive an email to access the relevant Web Platform and carry out the tasks required through a web-browser.

• Dashboard-based: this type of check will be initiated and completed by You, without any further input needed from Your client or entity being verified.

1. Report generated: After We complete the required Services, a Report will be generated and made available to You.

Important Note: 

When initiating a check, You must provide accurate and complete Information about the individual or entity being verified. For individuals, this usually includes their full name, email address, mobile number and date of birth. For entities, this usually includes the entity name, registration number and country of incorporation. This information must be entered into the relevant Web Platform or Partner Platform to initiate the Services. We rely on this Information to perform the Services, so You are responsible for ensuring that all Information is accurate, complete, lawfully obtained and entered correctly.

• We’ll use reasonable endeavours to ensure that the Web Platforms are available for 99% uptime per month. We calculate downtime from the time You inform Our support team in writing that a Web Platform isn’t working, until the time it’s available again.

• We’re here to help! If You need anything at all, drop Our support team an email atinfo@verify365.app or You can contact Us via live chat at https://verify365.app. We will use reasonable endeavours to acknowledge and respond to support queries within 36 hours, however, response times may take longer. If You are using the Services via a tmVerify Partner and they have made available to You alternative support channels, please contact them directly with Your support queries.

• We may make updates, enhancements or modifications to the Web Platforms, App or Services from time to time, including to improve functionality, performance or security.

3. What Fees will You pay?
   • We’ll agree Fees and payment terms with You separately in Your Service Agreement. All Fees are exclusive of VAT. If applicable, You must pay the Fees associated with any Annual Minimum Volume specified for each Service in Your Service Agreement, regardless of Your actual usage of that Service.

• Unless We agree otherwise with You, We reserve the right to change Our Fees at any time. We will always give You 30 days’ notice in advance of any increase in Fees and give You an opportunity to terminate Your Service Agreement if You do not wish to pay the new Fees. When reviewing and updating Our Fees, We may take into account Your Annual Volume Forecast for each Service and Your actual usage volumes.

• Disputed Fees. If You believe that any Fees are incorrect, You should tell Us within 30 days of receiving the invoice or payment by direct debit. Otherwise, We will treat the invoice or direct debit payment as accepted.

• Overdue We may suspend the Services on 7 days’ notice or charge You interest if You haven’t paid any overdue Fees (unless they are disputed). The interest rate on overdue amounts will be 4% per annum above Bank of England base rate.

• Confidentiality of Fees. The Fees We charge You are considered Confidential Information and are a trade secret. You will not disclose the Fees to any third party.

4. Can You trial the Services?
   • Trial Period. Your access and use of the Web Platforms, Services, Reports and eSignatures during the Trial Period will be governed by these Terms and any other terms provided to You by Us. You can end the Trial Period at any time and the notice requirement in clause 16.2(b) will not apply.

• Trial Period The Trial Pricing will be provided to You separately.

• After the Trial Period. You are under no obligation to continue using the Services once the Trial Period ends. If You choose to do so, Your Service Agreement (including applicable Fees) must first be agreed and entered into between the Parties.

• We reserve the right to terminate the Trial Period and amend the Trial Pricing at any time.

5. What are Your obligations?
   • Your warranties. You warrant to Us that:
6. You will comply with all applicable laws and regulations (including data protection and privacy laws);
7. The Information provided to Us is accurate, complete, up to date, lawful, and that You have all necessary rights to share the Information You provide to Us;
8. You will use the Web Platforms, Services and Reports solely for Your Internal Business purposes (i.e. to perform identity verification for the prevention or detection of fraud and to assist in the prevention of money laundering);
9. You will maintain appropriate information security measures, including up to date anti-virus software, firewalls and other industry standard data security controls;
10. You will use all reasonable endeavours to safeguard Your Account login credentials and prevent unauthorised access to or use of Your Account;
11. You will notify Us as soon as reasonably possible if You suspect or become aware of any:
    1. unauthorised access to or use of the Web Platforms, Services, App, Reports or eSignatures; or
    2. data or security breach;
12. You will use reasonable endeavours to encourage Your clients to update to the latest version of the App when made available;
13. You will provide to Your clients the applicable Consumer Wording in Appendix 1 prior to carrying out an AML Lite Check (via the Dashboard);
14. You will inform Us promptly of any information security issues that may put at risk any part of the Web Platforms, App, Services, Reports or eSignatures as soon as You discover them, whether or not the potential issue may be considered Your responsibility; and
15. You will not conduct any security testing (including penetration testing or load testing) or any other form of testing of the Web Platforms, App, or Services without Our prior written consent.

• You won’t:

1. upload any Information other than that which is strictly necessary for Us to deliver the Services, including nothing that contravenes any laws (including the infringement of Intellectual Property Rights or data protection and privacy laws);
2. use the Web Platforms, App, Services, Reports or eSignatures to do anything illegal, harmful, fraudulent, or anything that may damage Our or Our Third Party Product Providers’ business, operations or reputation;
3. use the Web Platforms, App, Services, Reports or eSignatures to build any competing products or services (or permit any third party to do so);
4. attempt or permit others to adapt, alter, copy, duplicate, correct, modify, create derivative works from, derive the source codes of, decompile, commercially exploit, reverse-engineer, sublicense, resell or distribute the Web Platforms, App, Services, Reports, eSignatures, Third Party Products, Supplier IP, or any of Our tangible or intangible assets (including those made available to You via a tmVerify Partner) in whole or in part in any form, without Our prior written consent;
5. disclose Account login credentials or session material used to access the Web Platforms, Services, Reports or eSignatures to any third party without Our permission;
6. attempt to weaken, bypass or otherwise render less effective the security controls put in place by Us (or on Our behalf) to protect the Web Platforms, App, Services, Reports or eSignatures;
7. act or omit to act in any way which interferes with or compromises the integrity, security or performance of the Web Platforms, App, Services, Reports or eSignatures;
8. attempt to access the Web Platforms, App, Services, Reports or eSignatures (and any of their components) by any means other than those provided or approved by Us or by a tmVerify Partner; or
9. share the Services or Reports with any third party, unless You are doing so in accordance with clause 7.

• Your Technology Environment. You are responsible for Your Technology Environment. For the avoidance of doubt, We are not responsible for any issues, errors, delays, downtime or performance problems caused by Your Technology Environment, and Our support does not include diagnosing or resolving issues arising from it.

6. Our obligations
   • We undertake to:
7. provide the Services with reasonable care and skill consistent with generally accepted industry standards;
8. ensure that the Web Platforms function in accordance with documentation and comply with applicable industry standards, including the UK Digital Identity and Attributes Trust Framework, and applicable data protection and privacy laws;
9. ensure that the Web Platforms securely integrate with Third Party Data Providers and Third Party Product Providers, and are capable of retrieving, presenting and storing data received from such providers without corruption or unauthorised alteration;
10. ensure that the Reports and eSignatures accurately reflect the data received from Third Party Data Providers and Third Party Product Providers, without modification or error introduced by the Web Platforms;
11. ensure that the Web Platforms, App, Services, Reports and eSignatures do not infringe any third party’s Intellectual Property Rights; and
12. ensure that, where a QES is generated through the Services:
    1. such QES is produced using a qualified certificate issued by a Qualified Trust Service Provider recognised under UK eIDAS Legislation at the time of execution; and
    2. such QES is suitable for use in HM Land Registry processes as set out in Practice Guide 82 at the time of execution. This undertaking shall not apply to the extent that any claim arises from:
       1. any decision by HM Land Registry to reject or not accept a QES made in accordance with its own processes or requirements;
       2. any change in the recognition of the Qualified Trust Service Provider under UK eIDAS Legislation occurring after the time of execution;
       3. any change to HM Land Registry’s requirements or Practice Guide 82 occurring after the time of execution; or
       4. Your failure to select the correct type of eSignature, submit the correct document for execution, carry out the checks required under clause 8.1, or check the revocation status of the relevant certificate as required under clause 8.3.

• Disclaimer of warranties.

1. We do not guarantee that the Services will be error-free or Unless these Terms say otherwise, We disclaim all warranties, conditions and other terms (express or implied, statutory or otherwise) in relation to the Web Platforms, App, Services, Reports and eSignatures to the fullest extent permitted by law.
2. We do not guarantee the accuracy, completeness, currency or availability of any Third Party Data Provider’s data on which the Services, Reports or eSignatures are based, and Our obligation is limited to ensuring that such data is retrieved, presented and stored by Us without alteration, except as required for formatting or display.
3. We do not guarantee the performance, availability, accuracy or reliability of any Third Party Products and Our obligation is limited to ensuring that such Third Party Products are integrated and made available to You in accordance with these Terms.
4. We make no warranty or representation in relation to Our tmVerify Partners’ systems or Partner Platforms, including their reliability, performance or accuracy.
5. We are not responsible for any failure, delay, degradation or performance issue of the Web Platforms, App, Services, Reports or eSignatures to the extent caused by Your Technology Environment.

7. When can You share Reports with third Parties?
   • Permitted circumstances. You may only share Reports:
8. with regulators, insurers or other authorities where disclosure is required by law; and
9. with Your professional advisers, provided that such sharing is enabled via the relevant Web Platform or Partner Platform and carried out in accordance with this clause 7 and any instructions or restrictions communicated to You through the relevant Web Platform or Partner Platform.

• Sharing and receiving Reports via the relevant Web These Terms apply to You in full whether You request a Report directly or receive access to a Report initiated by a third party through the relevant Web Platform or a Partner Platform.

8. The Reports and eSignatures
   • You agree and acknowledge that:
9. the Reports and eSignatures are generated using data obtained from Third Party Data Providers, and We do not warrant the accuracy, completeness, currency or reliability of such data or accept any liability for outcomes resulting from reliance on it;
10. the Services, Reports and eSignatures are intended to support, and not replace, Your internal decision making processes (including for anti-money laundering or compliance purposes);
11. the Services, Reports and eSignatures are intended to form part of a wider risk-based approach to Your due diligence and, on their own, are not sufficient to satisfy all legal, regulatory or professional obligations;
12. You remain solely responsible for any decisions made, actions taken or conclusions drawn from the Services, Reports or eSignatures, and We do not provide advice, opinions or recommendations regarding their interpretation or application; and
13. in relation to eSignatures, You are responsible for:
    1. ensuring that the correct signatory has been invited to sign and that the document submitted for signing is the correct and final version;
    2. ensuring that the type of eSignature selected (whether simple, advanced or QES) meets the legal, regulatory and third party requirements applicable to Your transaction, including any requirements of the receiving authority (including, where applicable, HM Land Registry); and

• reviewing each eSignature prior to reliance to ensure that it has been duly executed in accordance with all applicable requirements.

We accept no liability for any loss arising from Your failure to carry out these checks.

• Advisory services, professional opinions and recommendations are not included under these Terms. If You request any interpretative, advisory or consultancy assistance in relation to a Service or Report, this may be offered by Us at Our discretion under a separate agreement and subject to additional Fees.

• QES Certificate revocation. You acknowledge that a qualified certificate underpinning a QES may be revoked after the time of signing. Where the validity of a QES is material to Your transaction, You are responsible for checking the revocation status of the relevant certificate prior to reliance on it. We accept no liability for any loss arising from Your failure to carry out such a check.

• QES HMLR rejection. Where HM Land Registry or any other authority rejects a document on the basis of a QES, You are responsible for any costs or losses arising from that rejection, except where such rejection results directly from Our failure to provide the QES in accordance with these Terms.

• e-Signature Re-execution. Where re-execution of a document is required, We will use reasonable endeavours to facilitate this through the relevant Web Platform. Re-execution will be subject to additional Fees at Our then current rates, except where the need for re-execution arises directly from Our failure to provide the eSignatures service in accordance with these Terms.

9. Our liability to each other
   • No unlawful exclusions. Neither You nor We limit or exclude any liability for:
10. death or personal injury caused by negligence;
11. fraud or fraudulent misrepresentation; or
12. anything else which cannot be lawfully limited or excluded under applicable law.

• Liability cap. Subject to clause 9.1, each Party’s total liability to the other in connection with these Terms (whether in contract, tort (including negligence), breach of statutory duty or otherwise) will be limited to £25,000 in aggregate. However, in respect of any liability arising from breaches of data protection obligations covered in these Terms or Our DPA, the total aggregate liability of each Party shall be limited to £1,000,000.

• Exclusions. Subject to clause 9.1, We won’t be liable for:

1. indirect, special or consequential loss or damage;
2. loss of goodwill, revenue, profits, reputation, wasted management time or anticipated savings;
3. losses arising from Your use of the Web Platforms, App, Services, Reports or eSignatures in breach of these Terms, Third Party Terms or contrary to Our written instructions;
4. losses arising from the Information that You, Your clients or representatives have supplied or failed to supply;
5. other losses You could have reasonably predicted and prevented, including loss of Your Information where You have not maintained appropriate back-ups;
6. losses attributable to a Partner Platform;
7. losses caused by any Third Party Products;
8. losses arising from any rejection of an eSignature or a document bearing an eSignature by HM Land Registry or any other authority, where such rejection does not result from a failure by Us to provide the eSignatures in accordance with these Terms; or
9. losses caused by any data provided by Third Party Data Providers.

• To the fullest extent permitted by law, You waive all potential rights against Us for claims arising from the Web Platforms, App, Services, Reports or eSignatures in connection with the services You provide to Your clients (and We shall have no liability for such claims).

10. Reports and storage
    • Availability of Reports. Once a Report is available, You will be able to access and download it via the relevant Web Platform or Partner Platform.

Note: You should create Your own back-ups of the Reports and take other precautions to limit the risk of data loss.

11. Confidential information
    • Receiver’s obligations. The Receiver must:
12. only use Confidential Information to enforce its rights or perform its obligations:
    1. under these Terms, Your Service Agreement and other agreements entered into between the Parties; and
    2. in compliance with all applicable laws and regulations;
13. protect the confidentiality of any Confidential Information that is shared between the Parties and not disclose it unless allowed by this clause 11;
14. promptly notify the Discloser of any breach or suspected breach that the Receiver has become aware of; and
15. destroy, erase or return any Confidential Information it holds within 30 days of the Discloser’s request. The Receiver may retain copies of the Confidential Information strictly to the extent necessary to meet legal or regulatory obligations.

• Permitted disclosure. The Receiver may share Confidential Information:

1. where legally required (provided the Receiver notifies the Discloser as soon as possible and to the extent legally permitted); or
2. with Permitted Receivers on a need-to-know basis, including where such disclosure is necessary for Us to provide the Services, provided that such recipients are bound by confidentiality obligations no less protective than those set out in this clause 11.

• The Receiver is liable for breach of this clause and any act or omission by a Permitted Receiver as if it were its own.

• How long do the obligations last? The Receiver’s duty to protect Confidential Information starts on the date when the Confidential Information is disclosed and will continue to apply until the Confidential Information lawfully enters the public domain, or until the Parties agree in writing that it is no longer

12. Who owns the intellectual property?
    • You agree and acknowledge that:
13. all Supplier IP belongs to Us (or Our licensors, Third Party Product Providers or Third Party Data Providers (as applicable));
14. You shall have no rights in the Supplier IP other than the right to use the Supplier IP in accordance with the express terms of these Terms; and
15. to the fullest extent permitted by law, You own the Information and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Information.

For the avoidance of doubt, neither You nor We have any rights or licences to the other’s intellectual property except as expressly granted in these Terms.

• Licence to use the Web Platforms, Services, Reports and eSignatures. We grant You a revocable, non-exclusive, non-transferable, non-assignable licence to:

1. during the Term of Your Service Agreement, use the Web Platforms and Services for Your Internal Business purposes only;
2. use the Reports for Your Internal Business subject always to these Terms and for as long as You are legally entitled to do so; and
3. use the eSignatures in connection with transactions facilitated through the Services, including sharing eSignatures and documents bearing eSignatures with third parties as required for the purpose of completing the relevant transaction, subject always to these Terms and for as long as You are legally entitled to do so.

• Licence to use Your Information. You shall ensure You have all necessary rights, consents and authorisations to use any Information in connection with the Web Platforms, Services, Reports and eSignatures. You grant Us a non-exclusive, royalty-free, revocable licence to copy and use any Information provided to Us or contained within the Reports to the extent reasonably required to provide the Services.

• Licence to use Your You grant Us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate into the Web Platforms, App, Services, Reports or eSignatures any suggestion, enhancement request, recommendation, correction or other feedback You provide, provided that such licence shall not extend to any Personal Data.

• Both You and We agree not to, 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 their Intellectual Property Rights; and 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 agree to incorporate any such proprietary markings in any copies made of such materials.

13. When must we indemnify each other?
    • Your indemnity. Subject to clause 9, You will indemnify Us against any losses, damages, costs, expenses and other liabilities arising out of or in connection with any third party claim that the Information infringes their Intellectual Property Rights, or breaches applicable data protection laws, privacy laws or confidentiality obligations.

• Our indemnity. Subject to clause 9, We will indemnify You against any losses, damages, costs, expenses and other liabilities arising out of any third party claim that the Web Platforms, App, Services, Reports or eSignatures infringes that third party’s Intellectual Property Rights, but only to the extent that such claim is directly attributable to the acts or omissions of Us or Our employees, agents or subcontractors. The indemnity in this clause 13.2 shall not apply to the extent that the claim arises from:

1. any modifications to the Web Platforms, App, Services, Reports or eSignatures made by any person other than Us or a person authorised by Us;
2. any use of the Web Platforms, App, Services, Reports or eSignatures by You in a manner that is contrary to Our written instructions or outside the scope of the licences granted under Your Service Agreement or these Terms;
3. use of the Web Platforms, App, Services, Reports or eSignatures in combination with any software, hardware or services not supplied or authorised by Us where the infringement would not have occurred but for such combination; or
4. use of the Web Platforms, App, Services, Reports or eSignatures for any purpose other than that for which they were designed.

14. What Third Party Products help power the Services?
    • Third Party Products and Data. Some of the Services are supported by Third Party Products provided by Third Party Product Providers and data provided by Third Party Data Providers at  Your use of the Services will be subject to clause 14.2. If We include any additional Third Party Products or Third Party Data Providers as part of the Services, We’ll notify You of any requirements, limitations or exclusions that may apply.

• Third Party Terms. You agree to the Third Party Terms set out athttps://verify365.app/terms/third-Party-products-and-terms and acknowledge that We are not responsible for, and shall have no liability arising from, the performance, availability, accuracy or reliability of any Third Party Products or any data from Third Party Data Providers. You agree to comply with the Third Party Products Terms and that You will not allow any act or omission that would result in Us or You breaching those Third Party Terms. If You do not accept the Third Party Products Terms, We may suspend Your access to the relevant part of the Services without liability to Us.

• Third Party End User Licence Agreements. Our Third Party Products may require You to agree to an end user licence agreement. If You do not accept those terms, We may suspend Your access to the relevant part of the Services without liability to Us.

• Qualified Trust Service Provider Status Changes. If a Qualified Trust Service Provider used in connection with the provision of QES ceases to be recognised under UK eIDAS Legislation, We will notify You as soon as reasonably practicable and may suspend the affected part of the QES while an alternative is arranged.

15. How long will these Terms last?

Until terminated. By accessing and using the Web Platforms, Services, Reports or eSignatures, You agree to be bound by these Terms (as may be updated from time to time in accordance with clause 16.3) until Your Service Agreement is terminated in accordance with clause 16. Any provisions which by their nature are intended to survive termination, shall continue in effect notwithstanding termination.

16. How long does Your Service Agreement last, and how can either of us terminate it?
    • Your Service Agreement will continue for the Minimum Service Period and will automatically renew for successive Renewal Periods, unless terminated earlier in accordance with this clause 16.

• When we can both terminate. Either Party may terminate Your Service Agreement:

1. For convenience. Neither You nor Us may terminate Your Service Agreement for convenience during the Minimum Service Period;
2. At the end of the Minimum Service Period. Either You or Us may terminate Your Service Agreement with effect from the end of the Minimum Service Period by giving at least 3 months’ prior written notice to the other Party. If neither Party gives notice in accordance with this clause 16.2(b), Your Service Agreement will automatically renew for successive Renewal Periods;
3. Termination during a Renewal Period. During any Renewal Period, either You or Us may terminate Your Service Agreement by giving at least 3 months’ prior written notice to the other Party; or
4. For cause. Immediately by giving written notice to the other Party if the other Party:
5. commits a material breach of these Terms and / or Your Service Agreement which cannot be remedied or, if remediable, has not been remedied within 30 days of being notified in writing;
6. becomes unable to pay its debts as they fall due or takes any steps in any insolvency process; or

• suspends or ceases to do business, is struck off the company register or otherwise ceases its corporate existence.

• When You can terminate.

1. Changes to terms. We’ll give You at least 30 days’ notice of any material changes made to:
2. these Terms;
3. the DPA;

• the Third Party Product Providers or Third Party Data Providers We use; or

1. the Third Party Terms.

If You do not agree to the changes, You may notify Us in writing within the 30 day period to terminate Your Service Agreement. By continuing to access or use the Web Platforms or Services after those revisions become effective, You agree to be bound by the revised terms. The 30 day notice requirement shall not apply where it is necessary for Us to make changes sooner than that in order to maintain the security and integrity of the Web Platforms, App or Services.

1. Changes to Services. We may apply updates and upgrades to the Web Platforms, App and Services. You may terminate Your Service Agreement immediately by written notice if:
2. any update results in the Services being materially reduced in functionality or completely unavailable; and
3. We fail to provide a substitute service within a commercially reasonable timeframe, provided always that Our liability to You in respect of such updates or upgrades shall be limited in accordance with clause 9.

For the purposes of this clause 16.3(b), routine updates, enhancements or modifications to the Web Platforms, App or Services (including changes to user interface, workflows, features or underlying infrastructure made to improve functionality, performance or security) do not constitute a material change.

• When We can suspend or terminate. If We reasonably suspect that You have breached any of these Terms, We may suspend or terminate Your access to the Web Platforms or Services, or take such other action as We reasonably consider necessary to protect Our interests.

• Fees payable upon termination. Unless agreed otherwise, You must pay Us all outstanding Fees within 7 days of termination. If We terminate due to Your breach of Your Service Agreement, You will also remain liable to pay (i) the Fees that would have been payable for the remainder of the Minimum Service Period or Renewal Period (as applicable), and (ii) any reasonable costs or expenses incurred by Us as a result of such termination.

• After termination. If Your Service Agreement is terminated:

1. You’ll have 30 days to download Your Information from the Web Platforms or Partner Platform, after which it’ll be deleted, unless agreed otherwise, and We shall have no further responsibility to retain or provide such Information, subject always to any obligations under applicable data protection or privacy laws;
2. we will each securely return, delete or destroy the other’s Confidential Information, subject to any rights or obligations to retain copies strictly as required by law or regulation, including applicable data protection or privacy laws; and
3. any of these Terms which are intended to survive termination will remain in full force and effect. However, all other rights and obligations will terminate upon expiry or termination.

17. How will Personal Data be processed?

Where We process Personal Data, We will do so in accordance with Our DPA. The Parties will each comply with their respective obligations set out in Our DPA, and nothing in these Terms shall require Us to undertake any processing of Personal Data beyond what is expressly described in Our DPA.

18. Audit
    • How You can audit Us. You can audit Our compliance with these Terms once a year during normal business hours, provided that You will:
19. provide Us with no less than 30 days’ written notice;
20. minimise any disruption to Our business operations;
21. ensure You and/or Your appointed representatives carrying out the audit are under confidentiality obligations that are no less onerous than those set out in these Terms; and
22. indemnify Us for any losses We incur from the audit (except to the extent caused by Our breach of these Terms).

• Our obligations. On reasonable request and at Your expense, We will:

1. cooperate with Your request to audit or inspect Our records, as reasonably necessary to demonstrate Our compliance with the obligations set out in these Terms, provided always that such audit shall not unreasonably interfere with Our business; or
2. provide You with executive summaries of Our audit reports or similar and copies of Our current third-party certifications evidencing Our compliance with Our security or other legal, regulatory or contractual obligations.

• No access. This clause 18 does not obligate Us to provide or permit access to Our or Our sub-processors’ physical data centres or information concerning:

1. other customers of Ours;
2. any of Our non-public external reports; or
3. any information related to Our or Our sub-processors’ operations that, if disclosed, may itself be deemed to be a security vulnerability or would otherwise compromise Our security or confidentiality obligations.

• How We can audit You. We may be required to audit You if a Third Party Product Provider or Third Party Data Provider reasonably believes You may have breached any Third Party Terms. In this case, You will be subject to the same obligations set out at clause 18.2 and We will:

1. provide You with reasonable written notice;
2. audit You during normal business hours;
3. minimise any disruption to Your business;
4. ensure that We and/or Our appointed representatives carrying out the audit are under confidentiality obligations that are no less onerous than those set out in these Terms; and
5. indemnify You for any losses You incur from the audit (except to the extent caused by Your breach of these Terms).

19. Information exchanged with tmVerify Partners
    • Information provided via a tmVerify If You access the Services via a Partner Platform, You agree that any Information You collect and provide to the tmVerify Partner may be provided to Us by them so that We can carry out the Services, and You confirm that You have obtained all necessary consents or authorisations to permit such sharing.

• Information shared with Our referral partners. If You have been referred to Us by a referral partner, We may provide ongoing information to them about Your use of the Services where required, for example so that they can monitor any relevant terms of the referral relationship. However, We will not share any Personal Data about Your clients during this process, except where required by law or regulation.

20. Compliance

We will comply with all applicable laws including anti-slavery and human trafficking laws and regulations, such as the Modern Slavery Act 2015 and the Bribery Act 2010, and We will ensure that Our direct sub-contractors and suppliers have similar obligations too. You will also comply with all applicable laws and ensure that Your employees, agents and sub contractors comply with such laws when using the Web Platforms, Services, Reports or eSignatures.

21. Force Majeure
    • No breach. Neither Party will be in breach of these Terms nor liable or responsible for any failure to perform, or delay in the performance of, any of its obligations under these Terms where such failure or delay results from a Force Majeure Event.

• Suspending performance. A Party’s performance under these Terms 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.

• Obligation to mitigate. The affected Party will use reasonable commercial endeavours to mitigate the effect of any Force Majeure Event and to carry out its obligations under these Terms 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.

• Where a Force Majeure Event affects a Party and the affected Party is unable to perform its obligations under these Terms for a period longer than 30 consecutive days, the other Party may terminate these Terms immediately upon notice, provided that any Fees properly accrued up to the termination date shall remain payable.

22. What else do You need to know?
    • Neither You nor We can assign, transfer or sub-contract any of our rights or obligations under these Terms without the other Party’s prior written consent, except that We may assign or transfer these Terms (in whole or in part) to any of Our Affiliates without Your consent.

• Order of priority. If there is any inconsistency between these Terms and any other agreements between You and Us, they will take priority in this order:

1. Your Service Agreement;
2. the DPA;
3. these Terms;
4. the Third Party Terms; and
5. any other document incorporated by reference into these

1. If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.
2. If any provision of these Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
3. The Parties agree, in the circumstances referred to in clause 22.3(a) and if clause 22.3(b) does not apply, to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the Parties under any invalid or unenforceable provision of these Terms shall be suspended while an attempt at such substitution is made.

• Entire agreement. These Terms, together with Your Service Agreement, constitute the entire agreement between Us and supersede all prior discussions and agreements relating to the subject matter of these Terms. You acknowledge that You do 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 expressly set out in these Terms, except that nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.

• Notices shall be in writing and delivered by email toinfo@verify365.app or to any other email address We notify to You from time to time. Notices sent by email will be deemed received at the time of successful transmission.

• Third Parties. No one other than You or Us has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

• No waiver. If either You or Us fail to enforce a right under these Terms, that is not a waiver of that right, and any waiver must be in writing to be effective.

• Governing law and jurisdiction. These Terms will be governed by the laws of England and the courts of England have exclusive jurisdiction to settle any disputes in relation to them.

23. Definitions

Appendix 1: Consumer wording

AML Lite Check – a Dashboard check

As part of Our client due diligence process, we will be using “AML Lite Check”, a service provided by Our Digital Onboarding Technology (https://verify365.app/) to help verify the authenticity of Your ID document, verify Your address and raise any other potential sanction list warnings. Your Information will be processed in line with Our Privacy Policy (https://verify365.app/privacy/). This message is for information only and no further action is required. If You have any questions regarding AML Lite Check, please contact info@verify365.app.