TERMS & CONDITIONS

• LEM VERIFY LIMITED incorporated and registered in England and Wales with company number 14146649 whose registered office is at 2nd Floor Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN ("Supplier").

OUR CONTRACT WITH YOU

• (A) The Supplier has developed certain software applications and platforms which it makes available to customers via the internet on a pay-per-use basis.
• (B) You ("Customer") wish to use in your business operations some of the Supplier's services.
• (C) These terms and conditions ("Terms") in this agreement ("Agreement") apply to supply of services by the Supplier to the Customer and the Customer's use of the Website. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

TERMS

1. INTERPRETATION

• 1.1. The definitions and rules of interpretation in this clause apply in these Terms.

• 1.2. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
• 1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, successors or permitted assigns].
• 1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• 1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
• 1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
• 1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
• 1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
• 1.9. References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.

2. SERVICES

• 2.1. The Supplier shall provide the Services and make available the Documentation to the Customer on and subject to the Terms.
• 2.2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
• 2.1.1. planned maintenance carried out during the maintenance window of 10.00 pm Fridays to 2.00 am Mondays UK time; and
• 2.1.2. unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 2 Normal Business Hours' notice in advance (though the Customer acknowledges that this might not be possible in the event of a critical update being required).
• 2.3. The Supplier shall, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time, provided that it shall provide at least one (1) week's written notice to the Customer of its intention to do so. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

3. LICENCE

• 3.1. Subject to the Customer paying the Supplier's Fees in accordance with clause 9 and the Terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services and the Documentation solely for the Customer's internal business operations.
• 3.2. The Customer agrees that:
• 3.2.1. it shall keep a secure password for its use of the Services and Documentation, that such password shall, subject to receiving a prompt to do so from the Supplier, be changed no less frequently than once every thirty (30) days and no more frequently than once every ninety (90) days and that its password shall be kept confidential;
• 3.2.2. it shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
• (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• (b) facilitates illegal activity;
• (c) depicts sexually explicit images
• (d) promotes unlawful violence;
• (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• (f) is otherwise illegal or causes damage or injury to any person or property;
• 3.2.3. it shall not:
• (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
• - attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
• - attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
• (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
• (c) use the Services and/or Documentation to provide services to third parties; or
• (d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, or
• (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3;
• 3.2.4. it shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, notify the Supplier within 24 hours of the Customer becoming aware of such unauthorised access or use;
• 3.2.5. the rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer;
• 3.2.6. the Supplier shall be entitled to suspend the Customer's access to the Services if it reasonably suspects that the Customer is in breach of the Terms.

4. CUSTOMER DATA

• 4.1. The Customer warrants that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Relevant Personal Data (as defined in Clause 4.6 below) to the Supplier for the duration and purposes of this Agreement.
• 4.2. The Customer shall comply with all applicable requirements of the Data Protection Legislation and ensure that it publishes and operates an appropriate privacy policy to its customers.
• 4.3. Save for as set out below, the Supplier does not store or otherwise back-up Customer Data:
• 4.3.1. Once the Customer inputs correspondence information about one of its customers (in order for that customer to be notified to carry out a LEMverify check), the Customer can opt to have that correspondence information stored until a selected date in the future of not more than 24 months.
• 4.3.2. Such Customer Data that has been successfully processed by the Supplier in the form of a LEMverify check, will be stored by the Supplier for a period of 90 days following a LEMverify check. During this time the Customer is able to transfer a copy of that Customer Data to their own systems. After the period of 90 days, the Supplier will delete that Customer Data.
• 4.3.3. Where a LEMverify check has been unsuccessful and the Customer Data has not been processed, then such Customer Data shall be retained by the Supplier for a period of 90 days.
• 4.3.4. Where the Customer agrees with the Supplier the provision of on-going screening Services for one or more of its customers, then it is agreed that the Supplier will store Customer Data, such as the forename, middle name, surname and date of birth, for as long as the on-going screening Services are provided.
• 4.4. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy, provided there has been no personal data breach (as defined in Article 4(12) of the GDPR as a result of such loss of damage), shall be for the Supplier to use its best commercial endeavours to restore the lost or damaged Customer Data in accordance with these Terms.
• 4.5. The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at https://www.lemverify.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
• 4.6. If the Supplier processes any personal data (as defined in the Data Protection Legislation) on the Customer's behalf when performing its obligations under these Terms (Relevant Personal Data), the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor of the Relevant Personal Data (data controller and data processor having the meanings as defined in the Data Protection Legislation) and in any such case:
• 4.6.1. the Supplier shall not transfer any Relevant Personal Data outside of the European Economic Area unless all of the following conditions have been fulfilled:
• (a) the Supplier complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
• (b) the Supplier ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer;
• (c) the relevant data subjects have enforceable legal rights and effective legal remedies; and
• (d) the Supplier complies with any reasonable instructions notified to it in advance by the Customer with respect to the processing of the Relevant Personal Data;
• 4.6.2. the Customer shall ensure that the Customer is entitled to transfer the Relevant Personal Data to the Supplier so that the Supplier may lawfully use, process and transfer the Relevant Personal Data in accordance with these Terms on the Customer's behalf;
• 4.6.3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by the Data Protection Legislation;
• 4.6.4. the Supplier shall process the Relevant Personal Data only in accordance with the terms of these Terms and any lawful instructions reasonably given by the Customer from time to time unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process personal data (Applicable Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
• 4.6.5. the Supplier shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Relevant Personal Data or accidental loss of, destruction of or damage to the Relevant Personal Data, which measures shall reflect the nature of the Relevant Personal Data and may include: pseudonymising and encrypting the Relevant Personal Data; ensuring confidentiality, integrity, availability, and resilience of processing systems and services; ensuring that availability of and access to the Relevant Personal Data can be restored in a timely manner after a physical or technical incident; and regularly assessing and evaluating the effectiveness of the such measures, and the Customer may reasonably reject such measures by way of written notification to the Supplier (but failure to reject shall not be deemed an approval by the Customer of the adequacy of such measures);
• 4.6.6. the Supplier shall ensure that all personnel who have access to and/or process Relevant Personal Data are under a legal obligation to keep the Relevant Personal Data confidential;
• 4.6.7. the Supplier shall notify the Customer without undue delay (and within 36 hours) on becoming aware of a personal data breach (as defined in the GDPR) of the Relevant Personal Data;
• 4.6.8. the Supplier shall at the written direction of the Customer, delete or return the Relevant Personal Data and copies thereof to the Customer on termination or expiry of the Agreement unless required by Applicable Law to store the Relevant Personal Data;
• 4.6.9. as regards the processing of the Relevant Personal Data by third parties appointed, deployed, or engaged by the Supplier (“Subprocessors”), the Customer hereby gives to the Supplier a general authorisation to such processing by the Subprocessors set out at Schedule 2 (Approved Subprocessors) to this Agreement and any additional or substitute Subprocessors appointed, deployed, or engaged by the Supplier, provided always that the Supplier shall:
• (a) give to the Customer reasonable advanced written notification of any additional or substitute Subprocessor not listed in Schedule 2 as at the date of this Agreement but appointed, engaged, or deployed by the Supplier during the term of this Agreement in order to allow the Customer an opportunity to object to such additional or substitute Subprocessors;
• (b) enter into a binding written agreement with each Subprocessor containing the same obligations as under this clause 4.6 in respect of the Relevant Personal Data (mutatis mutandis) such that they apply to the relevant Subprocessor and the Supplier shall ensure that such Subprocessor complies with all such obligations; and
• (c) promptly provide the Customer with such information regarding such Subprocessor as the Customer may reasonably require
• and the Supplier shall remain fully liable to the Customer under this Agreement for all the acts and omissions of each Subprocessor as if they were its own;
• 4.6.10. the Supplier shall maintain complete and accurate records and information to demonstrate its compliance with this clause 4.6 and allow for audits by the Customer or the Customer's designated auditor;
• 4.6.11. the Supplier shall upon reasonably request assist the Customer in preparing any data protection impact assessment reasonably required by the Customer and responding to any data subject access request concerning the Relevant Personal Data and in ensuring the Customer's compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, data protection impact assessments, and consultations with supervisory authorities or regulators; and;
• 4.6.12. the Supplier shall within 3 calendar days notify the Customer if it or any of its Subprocessors or any of its staff receives a data subject request in relation to the Relevant Personal Data or a request from a data subject to rectify, block, or erase any Relevant Personal Data, or any other request, complaint, or communication relating to either party's obligations under the Data Protection Legislation or in connection with the Relevant Personal Data.
• 4.7. Schedule 1 (Data Processing Details) to this Agreement sets out the subject matter, duration, nature, and purpose of the processing the Relevant Personal Data, and the types of Relevant Personal Data processed under this Agreement and the categories of relevant data subjects.

5. DATA PROTECTION INDEMNITY

• 5.1. Each party shall fully indemnify the other and keep the other fully indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full-indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising directly or indirectly out of or in connection with the breach of the Data Protection Legislation or the provisions of Clause 4 (Customer Data) above by the indemnifying party, its employees, staff, subcontractors, Sub-processors, or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this Clause shall not be subject to the limits set out in Clause 13 but shall be limited in aggregate to the sum of £2,000,000 (two million pounds sterling).

6. THIRD PARTY PROVIDERS

• 6.1. The Customer acknowledges that the Services may enable, assist or require it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
• 6.2. The Customer shall not integrate into the Software any third party software or applications (beyond those already incorporated into the Software) without the express prior written permission of the Supplier.

7. SUPPLIER'S OBLIGATIONS

• 7.1. The Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
• 7.2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense correct any such non-conformance promptly. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of clause 7.1. Notwithstanding the foregoing, the Supplier:
• 7.2.1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
• 7.2.2. is not responsible (save in respect of any personal data breaches) for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
• 7.3. The Supplier shall maintain all necessary licences, permits and consents required to enable it to perform the Services and otherwise comply with its obligations under this Agreement.
• 7.4. The Supplier warrants and represents that the Services shall be provided in accordance with good industry practice and shall comply with all applicable law, and that the Supplier has the right, power, and authority to enter into this Agreement and to grant to the Customer the rights contemplated in this Agreement and to perform the Services.

8. CUSTOMER'S OBLIGATIONS

• 8.1. The Customer shall:
• 8.1.1. provide the Supplier with:
• (a) all necessary co-operation in relation to these Terms; and
• (b) all necessary access to such information as may be required by the Supplier;
• in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
• 8.1.2. comply with all applicable laws and regulations with respect to its activities under these Terms;
• 8.1.3. carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner (but, for the avoidance of doubt, time shall not be of the essence). In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
• 8.1.4. ensure that the Services and the Documentation are used in accordance with the Terms and shall be responsible for any breach of these Terms;
• 8.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
• 8.1.6. be solely responsible for the compliance of its network and systems with the relevant specifications provided by the Supplier from time to time;
• 8.1.7. ensure that at all times it has all necessary network security and virus protection measures installed (the Customer accepts that it is solely responsible for the same); and
• 8.1.8. be solely responsible for procuring and maintaining its network connections
• 8.1.9. and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
• 8.2. If the Supplier's ability to perform the Services is prevented or delayed by any failure by the Customer to fulfil any obligation listed in these Terms ("Customer Default"):
• 8.2.1. the Supplier shall be entitled to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve the Supplier from the performance of the Services, in each case to the extent the Customer Default prevents or delays performance of the Services. In certain circumstances the Customer Default may entitle us the Supplier to terminate the contract under clause 14 (Termination);
• 8.2.2. the Supplier shall not be responsible for any costs or losses the Customer sustains or incurs arising directly or indirectly from the Supplier's failure or delay to perform the Services; and
• 8.2.3. it will be the Customer's responsibility to reimburse the Supplier on written demand for any costs or losses the Supplier sustains or incurs arising directly or indirectly from the Customer Default

9. FEES AND PAYMENT

• 9.1. In consideration of the Supplier providing the Services, the Customer shall pay the Supplier's Fees in accordance with this clause 9. The Supplier introduced a new premium payment plan (Premium) as offered on the Website and as explained in clause 9.11. The Customer shall have the option to opt in the Premium, or continue with the pre-existing payment plan. It is in the Supplier's discretion to offer the Premium to some or all of its Customers and to provide free credits or not as per clause 9.11.
• 9.2. Before the Customer can use a part of the Services for which a fee is charged (the Customer not being charged for simply creating a user account on the Website), the Customer shall purchase credits, in advance, at one of the pre-determined amount options as offered on the Website or as agreed in writing between the Supplier and the Customer.
• 9.3. The Customer can purchase credits using the online payment facility offered on the Website by following the on-screen prompts. The terms of that payment shall be those of the payment provider, as applicable.
• 9.4. The Customer acknowledges that on each occasion that it makes a manual (i.e. non-automatic) payment to purchase credits, the auto-renew option will be automatically enabled. The auto-renew option means that when the Customer's credit balance falls to 10% (or lower) of the Customer's selected plan (e.g. 100 credits in relation to the 1,000 credit plan), the Supplier will automatically take payment for further credits at the pre-determined amount option of the Customer's then selected plan. The auto-renew option can be disabled at any time by following the link in the Customer's account settings. For the avoidance of doubt, even if the auto-renew option has been disabled, it will be automatically re-enabled each time that a manual payment is made and would have to be disabled again if the Customer so wishes.
• 9.5. Once credits have been purchased and the corresponding payment has been received, those credits will be applied to the Customer's user account on the Website. Once credits have been applied to the Customer's user account, under no circumstances shall the Customer be entitled to a refund for unused credits (even where credits have been purchased under the auto-renew option), other than in the event of a breach of these Terms by the Supplier.
• 9.6. Credits can be used as set out in the Documentation and/or on the Website, including as follows:
• 9.6.1. Where the Customer or one of its employees carries out a LEMverify check itself. Once the LEMverify check is requested and then successfully delivered to the Customer's user account as either a "PASS" or a "REFER", then the appropriate amount of credits for that LEMverify check shall be debited and the used credits shall not be refunded under any circumstances (save for under clause 9.7 below).
• 9.6.2. Where the Customer sends a link to one of its own customers to enable them to carry out a LEMverify check (or checks). The end-customer will receive a link from the Customer. The end-customer will click on that link and follow the instructions. Once the LEMverify check is requested and then successfully delivered to the Customer's user account as either a "PASS" or a "REFER", then the appropriate amount of credits for that LEMverify check shall be debited and the used credits shall not be refunded under any circumstances (save for under clause 9.7 below).
• 9.6.3. LEMverify checks can be carried out as described at 9.6.1 and 9.6.2 above even where the Customer has no credits (including because a payment has been unsuccessful), but the results of that check or checks will not be made available to the Customer until it purchases a sufficient number of credits (at one of the pre-determined amount options) as required for that check or checks.
• 9.7. If the LEMverify check cannot be completed and results in an “error” (including in the event that the Services is temporarily unavailable), the Customer's user account will be recredited with any corresponding credit for that LEMverify check that had been debited.
• 9.8. The Supplier takes all reasonable care to ensure that the Fees are correct at the time when the relevant information was entered into the system.
• 9.9. The Supplier's Fees may change from time to time on reasonable notice to the Customer.
• 9.10. All amounts and fees stated or referred to in these Terms:
• 9.10.1. shall be payable in pounds sterling;
• 9.10.2. are, subject to clause 13.3.2, non-cancellable and non-refundable;
• 9.10.3. are exclusive of value added tax.
• 9.11. The Customer shall have the option to opt in the Premium subject to clause 9.1. The Customer shall have an initial contact with the Supplier to discuss the terms of the new plan and the Customer shall be granted free credits to try it. The credits shall be used within two weeks otherwise they shall expire and the Supplier shall have to option to deactivate the Customer's account
• 9.12. Once the free credits have been used or expired the Customer shall provide written confirmation to the Supplier that it will change its plan or not to the Premium.
• 9.13. The payment of the Fees shall be made in arrears, and only for completed verifications and consumed credits. For the initial 4 weeks the Supplier will invoice the Customer every two weeks and the Customer shall have 3 working days to pay the Fees. After expiry of the initial 4 weeks, payment of the Fees shall be made monthly, upon the Supplier issuing an invoice and within 3 days of issue of the invoice.
• 9.14. In case of significant delay in payment or non-payment of the Fees, the Supplier shall consider shifting the payment terms to payment upfront instead of payment in arrears or deactivating the Customer's account. The Customer shall be liable to cover the Supplier's professional fees for recovery and shall pay interest on the Fees due at 8% a year above the Bank of England's base rate from when the Fees became due until they are paid.
• 9.15. If the Customer's account is deactivated subject to clause 9.14, it can only be reactivated when the Customer pays the outstanding balance and at the Supplier's discretion.

10. PROPRIETARY RIGHTS

• 10.1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
• 10.2. The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.

11. CONFIDENTIALITY AND COMPLIANCE WITH POLICIES

• 11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
• 11.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
• 11.1.2. was in the other party's lawful possession before the disclosure;
• 11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• 11.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
• 11.2. Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.
• 11.3. 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 the terms of these Terms.
• 11.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
• 11.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
• 11.6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
• 11.7. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
• 11.8. No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
• 11.9. The above provisions of this clause 11 shall survive termination of these Terms, however arising.

12. INDEMNITY

• 12.1. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
• 12.1.1. the Supplier is given prompt notice of any such claim;
• 12.1.2. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
• 12.1.3. the Supplier is given sole authority to defend or settle the claim.
• 12.2. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
• 12.3. In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
• 12.3.1. a modification of the Services or Documentation by anyone other than the Supplier; or
• 12.3.2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
• 12.3.3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
• 12.4. The foregoing and clause 13.3.2 states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. LIMITATION OF LIABILITY

• 13.1. Except as expressly and specifically provided in these Terms:
• 13.1.1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
• 13.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
• 13.1.3. the Services and the Documentation are provided to the Customer on an "as is" basis.
• 13.2. Nothing in these Terms excludes the liability of the Supplier:
• 13.2.1. for death or personal injury caused by the Supplier's negligence; or
• 13.2.2. for fraud or fraudulent misrepresentation.
• 13.3. Subject to clause 13.1 and clause 13.2:
• 13.3.1. neither party shall be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information (but excluding any personal data breach as defined in the GDPR), or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
• 13.3.2. the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 12.2 but excluding in respect of the indemnity at clause 5.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to £2,000.

14. TERM AND TERMINATION

• 14.1. These Terms shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue in perpetuity unless sooner terminated:
• 14.1.1. by the Customer closing its user account by following the prompts on the Website;
• 14.1.2. by the Supplier giving written notice to the Customer of not less than 28 days; or otherwise in accordance with the provisions of these Terms.
• 14.2. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
• 14.2.1. the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment;
• 14.2.2. the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
• 14.2.3. the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;
• 14.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
• 14.2.5. 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;
• 14.2.6. a petition is led, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party 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;
• 14.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
• 14.2.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
• 14.2.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
• 14.2.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
• 14.2.11. 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 clause 14.2.4 to clause 14.2.10 (inclusive); or
• 14.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
• 14.3. On termination of these Terms for any reason:
• 14.3.1. all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
• 14.3.2. no unused credit shall be refunded or otherwise returned to the Customer whatsoever;
• 14.3.3. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
• 14.3.4. the Supplier shall delete all of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of these Terms, a written request from the Customer for the delivery to the Customer of the then most recent back-up of the Customer Data, in which case the Supplier shall use reasonable endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
• 14.3.5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. FORCE MAJEURE

• 15.1. Neither party shall have any liability to the other under these Terms for any failure or delay in the performance of this Agreement to the extent that the same results from any acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the party so affected by such acts, events, omissions, or accidents notifies the other in writing thereof and its expected duration.

16. CONFLICT

• 16.1. If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.

17. VARIATION

• 17.1. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. WAIVER

• 18.1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. RIGHTS AND REMEDIES

• 19.1. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

20. SEVERANCE

• 20.1. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
• 20.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21. ENTIRE AGREEMENT

• 21.1. These Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• 21.2. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
• 21.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
• 21.4. Nothing in this clause shall limit or exclude any liability for fraud.

22. ASSIGNMENT

• 22.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
• 22.2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
• 22.3. The Supplier shall give at least two (2) weeks' written notice to the Customer of any change of Control of the Supplier.

23. NO PARTNERSHIP OR AGENCY

• 23.1. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
• 23.2. Each party confirms it is acting on its own behalf in relation to this Agreement and not for the benefit of any other person.

24. THIRD PARTY RIGHTS

• 24.1. These Terms does not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. NOTICES

• 25.1. Any notice required to be given under these Terms shall be in writing and shall be: (i) delivered by hand; (ii)sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms, or such other address as may have been given by one party to the other by way of written notice given in accordance with this clause 25 (Notices); or (iii) sent by email to the Customer's registered email address (if the recipient is the Customer) or to support@lemverify.com (if the recipient is LEM Verify), or to such other address as notified by one party to the other by way of written notice given in accordance with this clause 25 (Notices).
• 25.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been delivered on the next Business Day after transmission, provided always that no error message, out-of-office or other automated reply, bounce-back, or other notification of a failure of or delay to transmission is received by the party sending such notice within forty-eight (48) hours of attempted transmission.

26. GOVERNING LAW

• 26.1. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

27. JURISDICTION

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

Subject matter of processing:

The processing is needed to enable the Supplier to perform its obligations under the Agreement.

Duration of the processing:

The term of the Agreement.

Nature and purpose of the processing:

Nature: Collection, recording and storage.Purpose: The purpose of the processing is to provide advanced ID verification of the Customer's clients.

Type of Personal Data:

Email address, telephone number, forename, middle name, surname, date of birth, gender, residential address, nationality, place of birth, passport details (number, valid from date, expiry date, MRZ, issuing country, issuing organisation, personal number, gender, birth name, personal number(s), birth place, residence address, eye colour, height), driving licence details (number, issuing country, issuing organisation, valid from date, expiry date, document type), Identity Card details (number, valid from date, expiry date, MRZ, issuing country, issuing organisation, personal number, gender, birth name, personal number(s), birth place, residence address, eye colour, height), IP address, Digital image

Categories of Data Subjects:

Clients of the customer and staff of the Customer's client organisations.