STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF ITS USER PORTAL

BACKGROUND:

These Terms and Conditions (“Conditions”) are made between you (being the User) and Verifile Limited and shall govern your use of the Services and all the information you upload to our site. By using the site, you accept these Conditions in full and as amended from time to time. You hereby represent that after reading and understanding these Conditions, you agree to these Conditions.

Each of Verifile and the User is a "Party" and together the "Parties".

The Parties agree as follows:

Your attention is particularly drawn to the provisions of 9 (Limitation of liability).

Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1. Definitions
  Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Charges: has the meaning given to it in clause 5.2. Commencement Date: The date when Verifile accepts the online account created by the User. Conditions: these terms and conditions as amended from time to time in accordance with clause 2.2. Force Majeure Event: has the meaning given to it in 12. Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and in each case:
  1. whether registered or not;
  2. including any applications or right of application to protect or register such rights;
  3. including all renewals and extensions of such rights or applications;
  4. whether vested, contingent or future;
  5. to which the relevant Party is or may be entitled; and
  in whichever part of the world existing. Services: the creation and maintenance of a User Account supplied by Verifile to the User. User Account: an account created by the User through the Services.
2. Interpretation
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors and permitted assigns.
  3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
  5. A reference to writing or written includes any method of reproducing words in a legible and non-transitory form including email.

Basis
1. These Conditions apply to the provision of the Services to the exclusion of any other terms that the User seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. These Conditions may be amended by Verifile from time to time. Such changes are to take effect on the date specified within the new Conditions (if one is not specified, the changes will be enacted immediately) and will apply to all information which was uploaded prior to the date of the changes.
3. You have no continuing right or obligation to use the Services and You will be bound by these Conditions upon each use. You will be deemed to have accepted any changes to the Conditions when the Services are accessed by You. If You do not consent to any changes to these Conditions you should not use the Services or site.

Supply of Services
1. Verifile shall supply the Services to You.
2. Verifile reserves the right to amend the Services and may introduce additional elements thereto from time to time and Verifile shall notify You in any such event.
3. Each User Account is personal to the User and it cannot be transferred or accessed by another person without permission from Verifile.
4. The site may contain a variety of information, including (without limitation) information, data, text, software, photographs, graphics, video, messages or other material. As part of the Services you may upload, post or otherwise provide information to the site. Much of the content on the site is not available for downloading, such as our copyrighted works that we do not distribute or works of others that we are not permitted to distribute.
5. Verifile may have content connected with the Services that if so designated may be downloaded by you pursuant to these Conditions. You may review, download, copy, distribute and use this content solely for your personal, non-commercial purposes. You may not sell or distribute for a fee the downloadable content or disclose it to any third party except in accordance with these Conditions.

Your Obligations
1. You shall:
  1. ensure that all information provided to Verifile is complete and accurate;
  2. co-operate with Verifile in all matters relating to the Services;
  3. provide Verifile with such information and materials as Verifile may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  4. follow any reasonable rules and guidelines that apply to the way in which Verifile provides the Services from time to time, provided such rules and guidelines have been provided to the User;
  5. not modify, frame, render (or re-render), mirror, truncate, inject, filter or change any content or information contained in Verifile’s products and services;
  6. comply with all applicable laws;
  7. comply with any additional obligations as set out in the Services;
  8. not use any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to service, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor Verifile or any portion thereof;
  9. take all reasonable steps to prevent unauthorised copying of the Services;
  10. not modify, copy, adapt, translate or create derivative works based on the Services, or attempt to discover any source code or underlying ideas or algorithms or reverse engineer, decompile or disassemble the Services or part of the Services for any purpose;
  11. only use the Services for legitimate, professional, informational, internal business operations purposes and must not use them in any event for the reselling or otherwise making the Services available to any third parties.
  12. use all reasonable endeavours to stop any access, storage, distribution or transmission to the Services of any viruses or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive.
  13. not use the Services to build a competitive product or service or copy its features, technology or user interface;
  14. not attempt to gain, or gain unauthorised access to, or disrupt the integrity or performance of the Services;
  15. not circumvent any measures aimed at preventing violations of these terms and conditions;
  16. not use any Intellectual Property Rights contained in the Services or User Accounts except in accordance with these Terms or without prior written consent from Verifile.
  17. not use the Services to commit, or with the intention to commit any unlawful, fraudulent, dishonest, threatening, invasive or improper behaviour; and
  18. not act or omit to act in any way that results in damage to Verifile's business or reputation.
2. You may not use or export anything (including information) from the site or in connection with the Services in violation of U.S., U.K. or other applicable export laws, regulations or the Conditions. You acknowledge and confirm that you are not: (a) a resident in a country or territory that is the target or comprehensive U.S. or U.K. economic or trade sanctions, (b) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or (c) otherwise the target of U.S. or U.K. sanctions.

Charges
1. Access to the User Account itself is free of charge however Verifile reserves the right to introduce additional features; access to which may incur a fee. You will not be charged without being made aware that a fee will be incurred.
2. Any changes introduced pursuant to this clause 5 may lead to sums being made payable by You (“Charges”) however in each case Verifile will advise You of any Charges prior to the introduction of the new feature and will give You the option of declining use thereof.
3. Verifile may from time to time ask you to pay a fee in order for some features of the Services to be carried out. Verifile cannot oblige you to pay this fee however failure to do so may result in an inability to fulfil that specific feature of the Services and Verifile will not be liable in connection thereto.

Security
1. Verifile may cancel or suspend the Your use of the Services if either of the following circumstances occur namely:
  1. You fail to comply with any of its obligations pursuant to clause 4 or this clause 5;
  2. Verifile is advised or becomes aware of any unauthorised or improper use of the User Account (either by You or by any third party), or that any equipment that You use to access the Services has been stolen.

Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than in any materials provided by the User) shall be owned by Verifile.
2. Verifile grants to the User a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the Intellectual Property Rights contained in the User Account for the purpose of providing the Services to the User until deletion of the User Account.
3. The User shall not sell, transfer, sub-license, distribute, commercially exploit or otherwise make available to or use for the benefit of any third party any of the Services or the Intellectual Property Rights.

Data protection
1. How we use any personal data you give us is set out in our Privacy Notice which can be found at: https://www.verifile.co.uk/privacy which describes our practices and policies related to the collection, use, and storage of personal data. Do not provide personal data about others unless you are authorised or required to do so by contract or applicable law.

Limitation of liability
1. To the extent that you use the Services for the purposes of your trade, business, craft or profession then, save in respect of any liability which cannot legally be limited, our total liability to you for all losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to what you paid in connection with the Services in the previous 12 months and all claims for loss of profit or indirect or consequential loss are wholly excluded.
2. Our Services and or website may contain links to websites of third parties. We provide these links as a convenience, but do not endorse the linked site or anything on it. While their information, products, services and information may be helpful to You, they are independent entities and we do not control or endorse them. You agree that any visits to linked sites are at your own risk and governed by their privacy notices, statements, or policies.
3. This clause 9 shall survive termination of the User Account.

Termination
1. The User may choose to terminate the relevant User Account at any time by following the deletion procedure set out while accessing the User Account this does not affect the User’s right to delete information under clause 8.7(b).
2. Upon termination however occurring You acknowledge that your data held by Verifile under these Conditions will be deleted and unrecoverable.
3. Without affecting any other right or remedy available to it, Verifile may immediately suspend the supply of the Services if the User is in breach of any of the User’s obligations under these Conditions.
4. You have no continuing right to use the User Account and we may deny or suspend access, or terminate or cancel these Conditions with or without cause and at any time and without prior notice. If access to the User Account is denied or suspended and you have previously elected to store documents on the site, such as a draft of an application, you will lose access to these, so make your own copies of anything to which you want to ensure access. We may give notice of termination or cancellation in the same way that we may provide other notices.

Confidentiality
1. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party.
2. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Conditions.

Force majeure
Neither party shall be in breach of contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).

General
1. Notices
  1. We shall use your contact details that we have in our records, in connection with providing you notices. Notices to us shall be provided to legal@verifile.co.uk or sent to 5 Franklin Court, Stannard Way, Priory Business Park, Bedford, Bedfordshire, MK44 3JZ, United Kingdom.
  2. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside the hours of 9:00 to 17:00 in the place of receipt, at 9:00 on the next Business Day.
2. Severance. If any provision or part-provision of the Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Conditions.
3. Waiver.
  1. A waiver of any right or remedy is only effective if given in writing.
  2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
4. No partnership or agency. Nothing is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
5. Third party rights.
  These Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term herein.
6. Governing law. The Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England.
7. Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Conditions or their subject matter or formation.