ValidID - Terms and Conditions

APPLICATION & WEBSITE TERMS AND CONDITIONS for www.ValidiD.co.uk

Interpretation & Definitions

Application the software system supplied by Professional Office for users to carry out Services.
Application Programming Interface (or API) means the software system provided by Professional Office to a third-party integrator as further described in Paragraph 7 to which Customer Data can be pushed to the SanctionsSearch System and from which Sanctions Data is returned by the SanctionsSearch System;
Confidential Information means any information and/or material relating to the business, affairs, finances, systems, processes and/or methods of operation of either party which is disclosed by one party to the other in connection with the operation of this Agreement (whether oral or in writing and whether or not such information is expressly stated to be confidential or marked as such), and, in the case of the User, includes all Customer Data and User Data;
Customer means the customer or potential customer of the User;
Customer Data means all data, including Customer Personal Data, belonging to or controlled by the User which relates to a Customer, wherever stored;
Customer Personal Data means Personal Data belonging to the User which relates to a Customer, including without limitation Personal Data that may have been provided to the User by a third party (including by a Customer);
Data Processor has the meaning given to the term in the Data Protection Legislation;
Data Protection Legislation means the Data Protection Act 1998 (up until 25 May 2018), the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), GDPR (on and from 25 May 2018) and all applicable laws and regulations in effect from time to time relating to the processing of Personal Data and privacy in the United Kingdom;
GDPR means the General Data Protection Regulation (EU) 2016/679;
Personal Data has the meaning set out in the Data Protection Legislation and relates only to Personal Data, or any part of such Personal Data, transferred directly or indirectly under this Agreement.
Process has the meaning set out in the Data Protection Legislation;
Sanctions Data means any data (including derivatives thereof) provided by Professional Office via the SanctionsSearch or ValidID System and, if relevant, a third-party integrator, to the User pursuant to a Sanctions Check or Sanctions Rescreen;
Services means the following services provided by Professional Office to the User:

a “Sanctions Search”, being the process of the SanctionsSearch or ValidID System checking Customer Data relating to a Customer against an approved list of data provided by the relevant regulatory body (e.g. Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury);
a “Sanctions Rescreen”, being the process of the SanctionsSearch or ValidID System performing re-checks of Customer Data relating to previously checked Customers, when any approved list of data provided by the relevant regulatory body is updated; and
“ValidID” the process of checking the validity of a customer’s identity against third party data sets such as, but not limited to, credit reference agencies and the electoral role.
“CompanyLookup” the process of obtaining company director and shareholder information from data sources such as Companies House.
"PEP screen and Monitor" the process of screening customer data against a global Politically Exposed Persons EP database/s.
any other service or facility that the parties agree shall be provided by Professional Office to the User pursuant to the terms of this Agreement.

User means the party or parties paying for and/or being the recipient of the Services pursuant to this Agreement and, where the context permits, any member of staff of any such party, such party and each member of staff being an authorised user of the SanctionsSearch or ValidID System (and references to “you,” “your” and “users” shall be construed accordingly);
User Data means all data, including Personal Data of the User, belonging to or controlled by a User which relates only to the User and not a Customer, wherever stored;
Website means the website www.SanctionsSearch.com and www.ValidID.co.uk.
Any reference to a statute or statutory provision includes, unless the context otherwise requires, a reference to that statute or statutory provision as from time to time amended, consolidated, extended, re-enacted, or replaced and to all statutory instruments, orders, regulations or rules made pursuant to it;
Any use of the name Professional Office and all references to “our,” “we” and “us” throughout this document will be deemed to mean Professional Office Limited.
Time, any reference to time, will be considered GMT or BST whichever is applicable during that period of the year.

WEBSITE ACCESS

All Users have access to the public pages of the Website without having to register any details with us. However, particular areas of the Website will only be accessible if you have first registered and then logged in. Further pages and functionality will only be available once you have subscribed to our service and are logged in.
Our Website has been designed and created with modern browsers in mind. (Browsers are the programs you use to access the internet such as Internet Explorer, Firefox and Chrome). As such we do not support older browsers in particular Internet Explorer version 6. As time goes by older browsers will cease to be supported and we will notify you from time to time of such browsers that are no longer supported. It should be noted that having an up to date internet browser is vital for security of using the internet and security of your machine so please always keep your browser up to date.
Professional Office Limited, reserves the right to request Users supply evidence of ID and address. This evidence will take the form of a certified copy of a passport and or driving licence, other documents may also be requested to satisfy our requirements. Failure to comply with these requirements could mean the limitation or termination of the individual’s user account on our system.

USE OF THE WEBSITE & APPLICATION

The User is permitted, and we grant you and your users, a licence to use our Website and the Application for your own purposes and to print and download material from the Website provided that you do not modify any content without our consent. Material on the Website must not be republished online or offline without our permission.
The copyright and other intellectual property rights for all material and functionality within the Website and Application are owned by Professional Office or our licensors and must not be reproduced without our prior consent. If a third party brings any action or claim against the User or any user alleging that the User’ or user’s use of the Website or the Application, or its receipt of the Services, infringes any third party intellectual property rights, Professional Office will indemnify, defend and hold the User harmless from any claims, demands, liabilities, losses, damages or judgments incurred by or awarded against the User or user by reason of such infringement or alleged infringement.
Subject to Paragraph 3.1, no part of the Website may be reproduced without the prior written permission of Professional Office.
Our Website only uses cookies to support the functionality of the Website and for gathering aggregate statistical information which is used to improve the user experience of our Website. For more detailed information on how we use cookies please see our privacy policy here.
For the avoidance of doubt use of the SanctionsSearch and ValidID System is a one account per company system. You are not permitted to set up sub users beyond the scope of employees within your company. The sub user section is for the sole and exclusive benefit of the registered company/account holder. Sub users are not to be used for the supply of sanctions screening or AML verification to any third parties without prior written consent from Professional Office.
Authorised users only are permitted access to the SanctionsSearch and ValidID System.

WEBSITE & APPLICATION AVAILABILITY

We use all reasonable endeavours to ensure that the Website and the Application are available 24 hours every day, 365 days per year. However, Websites and Applications do sometimes encounter downtime, due to server and other technical issues. We do not warrant that the operation of the Website or the Application will be uninterrupted or error-free at all times. We will use our best endeavours to notify you as soon as possible in the event that the Website or the Application is not available to you.
The Website and/or the Application may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. We will give you as much notice of any such issues as soon as possible save for any emergency maintenance which may need to be carried out at short notice. We will use all reasonable endeavours to keep such system failure, maintenance and repair to a minimum and will endeavour to carry out any maintenance or repair between 6.00pm and 9.00am Saturday and Sunday (for non-essential work) and between 10.00pm and 5.00am Monday to Friday (for essential work) when the SanctionsSearch and ValidID System typically has low periods of use to avoid disruption to the Website and/or Application (if relevant).
Screening of Customer Data is suspended when a sanctions list update is in progress.

USER CONDUCT

All personally identifiable information and User Data and any material you send or post to the Website (including all User Data and Customer Data) shall be considered proprietary to you and confidential. Subject to Paragraph 5.3, we may only copy, disclose, distribute, incorporate and otherwise use:

Customer Data for the purpose of providing the Services and not for any other purpose unless you advise to the contrary;
User Data for the purposes of providing the Services and for contacting you and providing you with information regarding the Services and/or other services available to you from Professional Office, in accordance with our Privacy Policy and subject, where applicable, to the appropriate consents.

When using the Website, you shall not post or send to or from the Website any material:

That you do not have a Lawful Basis to process;
For which you have not obtained all necessary consents;
That is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom;
Which is harmful in nature including, but not limited to, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

We will fully co-operate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to this Website in breach of Paragraph 5.2.

LINKS TO AND FROM OTHER WEBSITES

Any links to third party websites located on the Website are provided for your convenience only. We have not reviewed each third-party website and have no responsibility for such third-party websites or their content. We do not endorse the third-party websites or make representations about them or any material contained in them. If you choose to access a third-party website linked to from the Website, it is at your own risk.
If you would like to link to the Website, you may only do so on the basis that you link to, but do not replicate, any page on the Website, and subject to the following conditions:

You do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us;
You do not misrepresent your relationship with us or present any false information about us;
You do not link from a website that is not owned by you; and
Your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the United Kingdom.

We reserve the right to ask you to remove any link you may have to the Website.

Use of our API (Application Programming interface)

There is a one-off deployment fee of £600 to use the API, unless otherwise agreed. All other fees in relation to your use of the SanctionsSearch and ValidID System will be paid by you in accordance with the normal charging structure either on the pricing page of the Website or otherwise agreed with Professional Office.
Use of the Professional Office API for SanctionsSearch.com or ValidID.co.uk confirms agreement and acceptance of this Agreement.
Unless otherwise agreed in writing with Professional Office all terms in this document apply.
Use of the API is on a one company one account basis. The API cannot be used to provide multiple companies with the ability to carry out sanctions checks without the prior written consent of Professional Office.
The use of the Application through a third-party integration implies your consent to allow that third party integrator to share all necessary confidential or otherwise data with the Application in order to carry out the necessary work that the Application does on your behalf. This includes but is not limited to User Data and any Customer Data relevant to the Services that Professional Office may provide to you, both now and in the future.
In respect of Customer Data transferred by a third party integrator’s system to Professional Office’s SanctionsSearch and ValidID System, the User hereby consents to Professional Office’s receipt, access, use, storage and updating of such Customer Data, as is required for the purposes of providing the Services.
The User’s consent is hereby granted in relation to (a) the transfer of Customer Data from the SanctionsSearch System to any third party integration system used by the User and notified to Professional Office, and (b) access and use of such Customer Data by such third party integrator, as required for the purposes of Professional Office providing the Services to the User and the third party integrator providing any services relevant to the process of sanctions checking, sanctions rescreening or any other Services on the third party integration system to the User.
Professional Office hereby grants a right to the User to use SanctionsSearch and ValidID Systems and Data therein.
It is incumbent on the User to notify Professional Office if you are no longer using a third-party integration to ensure that we can appropriately secure the necessary data and ensure you are on the appropriate billing profile.
Professional Office reserves the right, acting reasonably, to vary the provision of the Services, including but not limited to the cost of delivering the Services, if the User no longer subscribes to the service provided by the third-party integrator with which you have been using the Application.
Professional Office will use all reasonable endeavours to provide support to you and all users in connection with the Application, subject to that support being within the control of Professional Office or the Application. If Professional Office are unable to assist you or a user with support owing to the scope being beyond the control of the Application, Professional Office will use reasonable endeavours to assist the you or the user in finding that support within the third-party integrator or otherwise. Professional Office cannot be held responsible for any failure to get support from any third parties.

DISCLAIMER

We take all reasonable steps to ensure that the information on the Website is correct. However, we do not guarantee the correctness or completeness of material on the Website. We may make changes to the material on the Website at any time and without notice. The material on the Website may be out of date, or on rare occasions incorrect and whilst we will always make every effort to ensure the Website is up to date we make no commitment in that regard.
The material on the Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this Website on the basis of this Agreement and we exclude all other representations, warranties and conditions not set out in this Agreement which would, but for this Agreement, have effect in relation to the Website.

EXCLUSION OF LIABILITY

Neither party shall be liable to the other whether in contract (including under any contractual indemnity) or tort (including negligence and misrepresentation), under statute or otherwise for any indirect or consequential loss nor any indirect or consequential damage or for special, exemplary or punitive damages under or in connection with the performance of each party's obligations under this Agreement.
In no circumstances shall either party have any liability to the other whether in contract, tort (including negligence, breach of statutory duty or otherwise) for any loss, costs, damages or liabilities whatsoever to the extent that the same arises from any failure or delay by the other party to comply with its obligations under this Agreement or from such other party's negligence or fraud.
Subject always to Paragraph 9.4 and Paragraph 9.5 the total liability of each of the parties for each consecutive 12 month period from the date of this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise to the other in connection with this Agreement shall be limited to the sums paid by the user to Professional Office pursuant to this agreement (excluding VAT) in the 12 months immediately preceding the event giving rise to the liability.
Paragraph 9.3 shall not limit either party's liability in respect of:

breach of Data Protection Legislation; or
breach of the confidentiality provisions set out in Paragraph 14; or
in the case of Professional Office, breach of the intellectual property provisions in Paragraph 3.2.

Nothing in this Agreement shall exclude or limit liability for (i) death or personal injury caused by negligence; (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under English law.

TERMINATION

Unless otherwise contracted, membership to SanctionsSearch.com and this Agreement may be terminated by either party at any point by giving 1 months’ notice in writing to the registered office address of the other party.
A party (the "Non-defaulting Party") may by notice in writing to the other party (the "Defaulting Party") terminate this Agreement with immediate effect if:

the Defaulting Party commits a material breach of any of the provisions of this Contract and, if the breach is capable of remedy, such breach has not been remedied within 30 days after receipt by the Defaulting Party of notice from the Non-defaulting Party requiring such remedy; or
the Defaulting Party ceases to carry on its business; or
the Defaulting Party becomes insolvent or unable to pay its debts, enters into liquidation, whether voluntary or compulsory (other than for the reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator, manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes subject any form of insolvency proceedings in any country having jurisdiction in respect of the Defaulting Party; or
any law or regulation becomes operative so as to prohibit or render this Agreement illegal in its entirety; or
anything analogous to any of the events described in Paragraphs 10.2(a) to 10.2(d) above occurs in any jurisdiction.

A party may by notice in writing to the other party terminate this Agreement with immediate effect if the User no longer subscribes to the third-party integration service with which the User has been using the Application.
In the event of termination by either party Professional Office shall return to the User or destroy (at the option of the User) all User Data and Customer Data on request by the User. If the data is to be destroyed, Professional Office will write to the User notifying them that such data has been destroyed within 30 days of such request. It is the User’s responsibility to ensure that this data and the resultant audit trail is sufficiently backed up to an alternative location. Professional Office accepts no responsibility for any loss of data after this period.
Refunds for credits can only be made if the credits have not been used. Credits will be rounded down to the nearest 100 for refund purposes. Refunds for membership fees may be made at the discretion of Professional Office, but will be made on a pro-rata basis only.

VAT

Professional Office Limited is registered for VAT, (GB 185 3325 02) therefore unless stated otherwise all prices will be subject to VAT at the prevailing rate.

WARRANTIES

Professional Office warrants;

that it will take reasonable care and skill in the provision of the Services, the Sanctions and AML Data and the provision of the Application and Application Programming Interface and any of its associated elements.
that it has and will continue to use all reasonable endeavours to prevent the occurrence of and eliminate Harmful Elements from the Application, Application Programming Interface, Sanctions and AML Data and where any such Harmful Elements are found, will use all reasonable endeavours to remedy the same in relation to the Application and Application Programming Interface and Sanctions Data and to reduce interruptions to users that may result from such Harmful Elements.

For the purposes of this Paragraph 12.2, “Harmful Elements” shall mean anything that might disrupt, disable, harm or impede the operation of the Website, Application, Application Programming Interface or the provisions of the Sanctions Data, Sanctions Check and Sanctions Rescreen services, or that might corrupt, damage, destroy or render inaccessible any software, data or file or that may allow any unauthorised person to gain access to, any information system or any software, data or file.

CONFIDENTIALITY

Each party shall ensure that all Confidential Information of the other party is kept confidential and will not make or cause or permit to be made any use or disclosure of any such Confidential Information except to the extent permitted under this Agreement.
Each party shall be permitted to disclose Confidential Information of the other party to the extent that it is required to do so by law or by any public, governmental, supervisory or regulatory authority or by any legally binding order of any court or tribunal, provided that in any such case:

the disclosure or use is limited strictly to those parts of the other party's Confidential Information which are required to be disclosed pursuant to this paragraph; and
each party shall use reasonable endeavours to ensure the recipient of such Confidential Information is made aware that such information is confidential.

Each party shall keep confidential and not disclose to anyone the terms of this Agreement, the existence of this Agreement and/or the identity of the other party, without the written consent of the other party.
Each party shall operate reasonably adequate procedures designed to ensure compliance with this Paragraph 13.

DATA PROTECTION AND SECURITY

For more information on Data Protection and particularly the General Data Protection Regulation and how it affects this agreement please see our Privacy Policy
The User warrants and undertakes that it maintains a Lawful Basis for processing Customer data. In addition, it shall obtain any and all consents from Customers required to use ValidID, the Sanctions Check and Sanctions Rescreen services and comply with all applicable legislation and relevant codes of conduct in its use of ValidID, Sanctions Check and Sanctions Rescreen services, including, without limitation compliance with applicable Data Protection Legislation.
Professional Office warrants and undertakes that it will comply with all applicable legislation and relevant codes of conduct in relation to the provision of ValidID, Sanctions Check and Sanctions Rescreen services including, without limitation, compliance with the applicable Data Protection Legislation as a data processor of the User.
Professional Office shall not process Customer Personal Data for any purpose other than providing the Services as expressly set out in this Agreement or authorised by the User.
Professional Office Limited will take the technical and organisational measures against the accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access or other unlawful form of processing that affects or may affect Personal Data to ensure a level of security appropriate to: (a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and (b) the nature of the data to be protected; and inform the relevant affected party immediately where it becomes aware of any actual, threatened or potential security breach, accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access or other unlawful form of processing of Personal Data.
For the purposes of Paragraph 14.5, appropriate technical and organisational security measures shall include, without limitation:

ensuring that Personal Data and the equipment and premises on or in which Personal Data are stored are kept secure (whether such Personal Data are processed electronically or otherwise) and that the physical security of premises are regularly checked;
safeguarding Personal Data by limiting access to it to relevant staff, encrypting Personal Data, not transferring Personal Data to any portable or removable electronic media and adhering to any technological measures available for the securance of the data.
ensuring that all employees, contractors and third parties with access to Personal Data comply with appropriate and enforceable data security policies (covering, without limitation, keeping Personal Data confidential).

Professional Office, where possible, will give reasonable assistance to the User in respect of any obligations imposed on the User by Data Protection Legislation including, without limitation, subject access requests, data reporting obligations or other enquiries from data subjects and the Information Commissioner.
Professional Office will not transfer Personal Data outside the European Economic Area without first obtaining the prior written consent of the User.
Nothing in this Agreement will prevent Professional Office from making any disclosure of Confidential Information required by law or by any competent authority.
Professional Office shall permit the User and/or its authorised agents to audit its records to the extent reasonably required in order to confirm that Professional Office is complying with its obligations under this Section 14, provided always that such audit does not involve the review of any third party data. The User shall bear the costs of such audit.

ADDITIONAL INFORMATION

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture between the parties and nothing in this Agreement shall be construed to appoint one party as the distributor, dealer or agent of the other.
The parties acknowledge that this Agreement contains the whole agreement between the parties in relation to the subject matter of this Agreement and except to the extent repeated in this Agreement, this Agreement supersedes any prior agreement between the parties whether written or oral.
This Agreement is personal to Professional Office and the User and neither party may, without the prior written consent of the other, transfer, assign, sub-contract, or otherwise part with their rights and obligations hereunder whether in whole or in part.
Subject to Paragraph 7.10, no variation of this Agreement shall be valid unless in writing and signed by duly authorised representatives of Professional Office and the User.
Save as expressly provided in this Agreement, Professional Office and the User do not intend that any term of this Agreement shall be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement. The rights of each of Professional Office and the User to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same contract. No counterpart shall be effective until each of Professional Office and the User has executed at least one counterpart.
This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.

OUR DETAILS

Our business’s name is: Professional Office Limited
Our business address is: 45 Market Street, Hoylake, Merseyside, CH47 2BQ
Our contact details are: 0843 713 0 444

THIS AGREEMENT is hereby entered into by and between the following parties on the Commencement Date:

USE OF THIS SITE CONFIRMS ACCEPTANCE OF THESE TERMS & CONDITIONS

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ValidID - Terms and Conditions