Professional End User Licence Agreement
This End User Licence Agreement (“EULA”) sets out the terms on which we (Thirdfort Limited, a company registered in England and Wales with number 10757456 and its registered office at Belle House, Platform 1 Victoria Station, London SW1V 1JT, “we”, “us”, “our”, “Thirdfort”) allow you (“you”, “your”) to access the Thirdfort Platform for the purposes of creating a Thirdfort Account which then enables you to use and benefit from the Thirdfort Services.
This EULA creates enforceable legal obligations between you and Thirdfort, and you agree that the Thirdfort User shall be bound by such terms. If you do not agree with any of the terms set out in this EULA, you must not use or access the Thirdfort Platform or use the Thirdfort Services.
By ticking the “I agree” box you acknowledge and irrevocably agree that:
1. you have read and understood this EULA, and if you agree to its terms; and
2. if you are agreeing to this EULA on behalf of a company, LLP or other entity, you are authorised to do so.
3. if you consume Thirdfort Services via a Thirdfort Partner, where appropriate, we shall invoice and you shall pay the fees in relation to Thirdfort Services in accordance with the terms set out in the Pricing Sheet provided to you. All other terms and conditions relating to fees, set out in clause 4 here will apply in full.
We may from time to time need to change this EULA, whether to comply with changes in law, make changes to the Thirdfort Services, or otherwise. If we make a change to the EULA we will let you know about the change when you next access the Thirdfort Platform.
1.1. The following definitions apply to this EULA (including the Introduction):
“Consumer” means a client of a Thirdfort User.
“Intellectual Property Rights” means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
“Person” includes a natural person, corporate or unincorporated body.
“Reports” means the information, documentation and materials which are created and supplied or made available to you as part of the Thirdfort Services.
“Third Party Content” means any data, information, content including, trademarks, logos, software or other Intellectual Property Rights of a third party, including any which is accessed or processed by your use of the Thirdfort Services including Onfido and Truelayer.
“Third Party Product Terms and Conditions” means the terms and conditions relating to the Third Party Products as set out in Schedule 2.
“Third Party Products” means the third party products, services and/or software used by Thirdfort to deliver the Thirdfort Services as provided by the third parties listed in Schedule 1.
“Thirdfort Account” means an account created by a Thirdfort User (or created by Thirdfort for the benefit of a Thirdfort User) to enable the Thirdfort User to access and use the Thirdfort Services.
“Thirdfort Platform” means Thirdfort’s platform that may be accessed by a Thirdfort User via a Thirdfort Partner Platform.
“Thirdfort Partner” means a person who has been appointed as a Partner by Thirdfort and operates a Thirdfort Partner Platform.
“Thirdfort Partner Platform” means a website or platform via which a Thirdfort User accesses and uses the Thirdfort Platform.
“Thirdfort Services” means the provision by Thirdfort of access to proprietary web applications via the Thirdfort Platform to enable a Thirdfort User to:
- request and obtain either Original or Standard (passport chip enabled, in line with HMLR safe harbour requirements) ID verification reports on individuals;
- request address searches on individuals’ credit files for Know Your Client (KYC) and Anti Money Laundering (AML) purposes;
- Creating source of funds reports on individuals;
- Gather financial information;
- Carry out verification checks on corporate entities;
- Conduct ongoing monitoring and screening;
- communicate with Consumers;
- e-sign documents; and
- benefit from such additional services that may from time be made available by Thirdfort.
“Thirdfort User” means a person who has either purchased Thirdfort Services from a Thirdfort Partner or who consumes Thirdfort Services via a Thirdfort Partner.
“Thirdfort User Data” means means all data provided by you or on your behalf in connection with the Thirdfort Services.
“Trade Marks” means the European trademarks owned by Thirdfort and any application(s) or registrations for the name Thirdfort or in the name of Thirdfort and any derivations thereof in any territory.
1.2 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and references to one gender are references to the other genders.
1.3 The words “include” and “including” (or similar) shall be deemed to have the words “without limitation” after them.
1.4 A reference to “writing” or “written” excludes email.
2. Licences and use of Thirdfort Services
2.1 We grant you a personal, non-exclusive, non-transferable (with no rights to sub-license or to assign) licence for you to access and use the Thirdfort Platform and to copy and use the Reports, in each case solely for your internal business purposes. Without prejudice to the generality of the foregoing, you undertake you shall:
(a) not share the Thirdfort Services with any third party or allow a third party to access the Thirdfort Services;
(b) not access or use the Thirdfort Services to build a product or service which competes with the Thirdfort Services, or permit anyone else to so; and
(c) use all reasonable endeavours to prevent any unauthorised access to, or use of, your Thirdfort Account, and notify the Thirdfort promptly of any such unauthorised access or use.
2.2 All Intellectual Property Rights in and to the Thirdfort Services, the Thirdfort Platform, the Reports and the Trade Marks are owned by us or our relevant licensors. Except as expressly stated herein, this EULA does not grant you or your Consumers any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect to the Thirdfort Services or any related documentation.
2.3 Where the Thirdfort Services comprise tools and/or other features which are licensed from a third party, including the Third Party Products, you shall comply, and ensure that Consumers comply, with all applicable restrictions and limitations relating to use of such third party features, and shall not permit, and ensure that Consumers do not permit, any act or omission which would put us in breach of third party terms and conditions, governing the use of such Third Party Products.
2.4 All intellectual property rights in and to the Thirdfort User Data shall remain vested in you or your licensors and to the extent that any rights in the same vests in us by operation of law, we hereby assign such rights to you. You grant us a non-exclusive, royalty-free, revocable, licence to copy and use the Thirdfort User Data to the extent reasonably required to enable us to provide the Thirdfort Services.
2.5 Notwithstanding any other provision of this EULA each party:
(a) acknowledges and agrees that it shall not acquire or claim any title to any of the other party’s Intellectual Property Rights (or those of the other party’s licensors) by virtue of the rights granted to it under this EULA or through its use of such Intellectual Property Rights;
(b) agrees that it will not, at any time, do, or omit to do, anything which is likely to prejudice the other party’s ownership (or the other party’s licensors’ ownership) of such Intellectual Property Rights; and
(c) agrees not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the materials of the other party and agrees to incorporate any such proprietary markings in any copies it takes of such materials.
2.7 Your supply of any Thirdfort User Data to the Thirdfort Services will not be contrary to, or in breach of, any applicable law or regulation.
2.8 Without prejudice to any of our other rights or remedies, if we reasonably suspect that you have breached any term of this EULA we can suspend or terminate your access to the Thirdfort Platform and/or use of the Thirdfort Services, or take any other action we consider necessary to defend or promote any of our rights or interests.
2.9 Except as expressly and specifically provided in this EULA you assume sole responsibility for your use of the Thirdfort Platform and the Thirdfort Services, for the results of, or conclusions drawn from, such use, and for all Thirdfort User Data.
3.1 The Thirdfort Platform and the Thirdfort Services are provided “as is” to the fullest extent permissible pursuant to applicable law. Thirdfort disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Thirdfort Platform and the Thirdfort Services, their use and the results of such use. Thirdfort specifically disclaims any warranty that:
3.1.1. the Thirdfort Platform and the Thirdfort Services and their availability shall be uninterrupted or error-free;
3.1.2. defects shall be corrected;
3.1.3. there are no viruses or other harmful components;
3.1.4. the security methods employed shall be sufficient; or
3.1.5. regarding correctness, accuracy, or reliability.
3.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law, and you acknowledge and agree that you shall rely solely on the Thirdfort Partner from which you either purchased and/or accessed the Thirdfort Services for any warranties relating to the Thirdfort Platform or the Thirdfort Services.
4. Indemnity and Waiver
4.1 You shall defend, indemnify and hold us, our Affiliates and our respective directors and employees harmless against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with claims from a third party that the Thirdfort User Data infringes the Intellectual Property Rights or other rights of a third party.
4.2 The Thirdfort Platform and the Reports are not intended to be used as the sole basis of any business decision and should be used in conjunction with other third party information or traditional identity checks and such other verification measures as are advisable in the applicable industry and your dealings with Consumers generally. Accordingly, to the fullest extent permissible, you waive all rights you may have against us for any claims arising from the Reports or the Thirdfort Platform in connection with any services that you provide to Consumers.
4.2 You may not copy, decompile, reverse engineer, modify or otherwise deal in any way with the Thirdfort Platform or the Thirdfort Services except to the extent permitted by applicable law. You may not remove any proprietary notices attached to the Thirdfort Platform or the Thirdfort Services.
5. Thirdfort User Data
5.1 We shall back up Thirdfort User Data and Reports using our standard back-up procedure, subject to: (i) any applicable limitations and exclusions in relation to such back-up in the relevant back-up application employed by us and/or our hosting provider; and (ii) where there is any loss of Thirdfort User Data and Reports, we shall only be bound to restore such Thirdfort User Data and Reports to the most recent back-up file created in respect of such data. In any event, therefore, you shall ensure that you back up the Thirdfort User Data and Reports, and take all precautions and measures in respect of the Thirdfort User Data and Reports as often as would be considered reasonably prudent to limit the risk of any data loss. This may include backing up any locally held data which includes Thirdfort User Data or Reports. Upon your request, we may provide you with a download facility and/or other means by which to provide you with a copy of the Thirdfort User Data and Reports, subject to the parties agreeing a mutually agreeable and reasonably secure file transfer facility and payment of any standard administration fees to provide such data. You may make such a request no more than once per calendar quarter unless agreed otherwise.
5.2 We shall not be liable for any loss, to the extent the cause of the loss;
5.2.1 arose from your use of the Thirdfort Services other than for your internal business purposes; or
5.2.2 was reasonably foreseeable and preventable by you, such as (but not limited to) losses arising from:
(a) your failure to keep backup copies of important data on separate media; or
(b) user inflicted problems such as those caused by failure to read and/or follow user instructions provided in writing.
6. Third Party Products
6.1 Any third party data included as part of the Thirdfort Services shall be subject to any limitations and exclusions relating to such data and notified to you by us. In addition, the Thirdfort Services may consist of Third Party Products. Third Party Products are provided on the condition that you accept and agree to the Third Party Product Terms and Conditions. We may update the list of third party providers and/or the applicable terms and conditions of the Third Party Products from time to time. We shall notify you of any changes to the Third Party Products and/or third party providers and, in the absence of your notifying to the contrary within 20 Business Days of our notification, you shall be deemed to have accepted the terms and conditions governing such Third Party Products.
6.2 Where use of Third Party Products are subject to you executing a EULA (a “Third Party EULA”), your use of the Third Party Products comprised in the Thirdfort Services is conditional upon your acceptance of the terms of the Third Party EULA. Subject to clause 6.3, if you do not agree to the terms of the Third Party EULA, we may suspend your access to that particular element of the Thirdfort Services comprising the Third Party Products. Where you execute a Third Party EULA for the provision of the Third Party Products, that Third Party EULA shall take precedence over any other applicable terms and conditions incorporated into this EULA.
6.3 Where the requirement of executing a Third Party EULA in clause 6.2 constitutes a variation to this EULA, then we will notify you at least 20 Business Days in advance of the variation, and we will have the right to assume that you have accepted such variation if you have not notified us to the contrary within 20 Business Days of our notification. If you do not accept such changes, you may terminate the Thirdfort Services with immediate effect, provided such notice is served within the above 20 Business Days period.
7.1 In this clause, “Confidential Information” means any information that is disclosed by or on behalf of Thirdfort or which is available and/or included in the Thirdfort Services. Confidential Information includes without limitation your Thirdfort Account details, and any Third Party Content. Confidential Information excludes any information which:
7.1.1. is or becomes publicly known other than through a breach of this EULA or other obligation of confidentiality;
7.1.2. was in the receiving party’s lawful possession before the disclosure;
7.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
7.1.4. is independently developed by the receiving party and that independent development can be shown by written evidence; or
7.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
7.2 You shall hold such Confidential Information in confidence and not make such Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. You shall not use the Confidential Information for any purpose other than the implementation of this EULA.
7.3 You shall take all reasonable steps to ensure that the Confidential Information to which you have access is not disclosed or distributed by your employees, agents or independent contractors in breach of the terms of this EULA.
7.4 This clause 7 shall survive expiry or earlier termination of this EULA.
8. Limitation of Liability
8.1 This clause 8 sets out Thirdfort’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
8.1.1. arising under or in connection with this EULA or otherwise;
8.1.2. in respect of any use made by you of the Thirdfort Platform or Thirdfort Services;
8.1.3. any Third Party Content; and
8.1.4. in respect of any representation, misrepresentation (whether innocent or negligent, but for the avoidance of doubt excluding fraudulent), statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
8.2 Nothing in this EULA excludes the liability of Thirdfort:
8.2.1 for death or personal injury caused by Thirdfort’s negligence;
8.2.2 for fraud or fraudulent misrepresentation; or
8.2.3 any statutory liability not capable of limitation.
8.3 Subject to clause 8.2, Thirdfort shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), 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, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this EULA.
8.4 Subject to clause 8.2, Thirdfort’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this EULA will not exceed the greater of: (a) £25,000; or (b) a sum equal to 100% of the amount actually paid or payable by you in connection with the provision of the Services to you in the 12 month period preceding the date upon which the claim arose.
9. Referred Clients
9.1 If a Thirdfort User has been referred to Thirdfort by a third party partner, where we are required to do so, we will provide information to the third party on an ongoing basis about the Thirdfort User’s usage of Thirdfort Services. This is to enable the third party to monitor any relevant terms of the referral partnership. No personal data will be provided as part of this process.
10. Data Protection
10.1 You acknowledge and agree that, for the purposes of data protection law, if we collect personal information from you we do so on behalf of the the Thirdfort Partner from which you either purchased and/or accessed the Thirdfort Services.
11.1 This EULA shall continue to remain in full force and effect for as long as your Thirdfort Account is maintained.
11.2 Thirdfort may terminate this EULA and suspend your access to the Thirdfort Platform and/or the Thirdfort Services if we reasonably suspect that you have breached any term of this EULA.
12.1 A waiver of any right under this EULA is only effective if it is in writing.
12.2 If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
12.3 This EULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.
12.4 You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this EULA, without the prior written consent of Thirdfort.
12.5 This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.6 This EULA (including any non-contractual disputes) shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
12.7 Where the Thirdfort Services consists of third party products or services, such services are subject to the applicable terms and conditions applicable to that product and/or service.
12.8 TrueLayer is offered subject to the following terms and conditions:
12.8.1. We use a tool provided by TrueLayer Limited (www.truelayer.com) (“TrueLayer”) that allows you to send information on your payment accounts to us and other service providers.
12.8.2. In order to use our services, you will be asked to enter your payment account details with TrueLayer and agree to their End User Terms of Service available here. The Terms of Service set out the terms on which you agree to TrueLayer accessing information on your payment accounts for the purposes of transmitting that information to us.
THIRD PARTY PRODUCTS PROVIDERS
- Onfido Limited
- Experian PLC
- IVXS UK Limited trading as ComplyAdvantage
- Emailage (part of RELX PLC)
- InnoValor Software B.V
- iProov Limited
THIRD PARTY PRODUCTS TERMS AND CONDITIONS
PART A - ONFIDO LIMITED
2. The expected turnaround time service level for Onfido Services is up to 5 minutes, or exceptionally up to 2 hours.
3. You represent and warrant that:
3.1 You are solely and fully responsible for:
3.1.1 ensuring that all Thirdfort User Data is accurate, complete and captured in a form we can process to maximise the quality of the Onfido Services;
3.1.2 conclusions drawn from your use of the Onfido Services; and
3.1.3 all password(s) and security routine and for all activities that occur under your password(s) or security routines, and you agree to notify Thirdfort immediately in case of accidental or unauthorised access or use of the Thirdfort Services.
3.2 if the you receive any complaint, notice or communication from a regulator or law enforcement agency which relates to the services, any data provided under the services, or to your legal compliance, you shall immediately notify us and shall provide us with reasonable co-operation and assistance in relation to any such complaint, notice or communication;
3.3 you will comply with all Applicable Laws (including any obligation to seek prior regulatory review, approval, or similar) with respect to its activities under this EULA and will not: (a) use the services to discriminate against the user, or otherwise misuse the reports, in violation of applicable law; (b) use the Onfido Services in a manner that causes damage or injury to any person or property; (c) act or omit to act in a way which interferes with or compromises the integrity or security of the Onfido Services; (d) access all or any part of the Onfido Services in order to build a product or service which competes with the Onfido Services; (e) except as may be required by any Applicable Laws which are incapable of exclusion by agreement between the parties: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Onfido Services (as applicable) in any form or media or by any means to any individual or entity, including without limitation, users ; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Onfido Services; or (f) attempt to access the Onfido Services other than through the means made available to you by us;
3.4 you acknowledge and agree the Onfido Services are based on information that was not collected, in whole or in part, for the purpose of serving as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, employment, or any other similar purpose. Accordingly, you shall not use any services as part of its decision-making process for determining a consumer’s eligibility for credit, insurance or any other similar purpose. For the avoidance of doubt, this Paragraph is not intended to prohibit you from using the Onfido Services for the purpose of verifying a Consumer's identity.
PART B - EXPERIAN
1. The terms set out in this Part B apply to those elements of the Thirdfort Services that provided to Thirdfort by Experian Limited (“Experian”), including the storage and/or processing through CrossCore (Experian’s on-demand, web-based tool for fraud and ID verification assessment) ("Experian Services").
2. The following definitions apply in this Part B:
2.1 "Derivative Output" means information, data and materials that are derived, prepared or generated by Experian and/or its sub-contractors within Experian’s environment pursuant to (and/or as a consequence of) the Experian Services, including search footprints but excluding the Thirdfort User Data;
2.2 “Experian Data” means any of the data and/or databases and/or scores supplied by or sourced from Experian to the Thirdfort User in connection with this EULA but excluding the Thirdfort User Data; and
2.3 “Experian Materials” means any of the items developed and/or licensed by Experian to the Thirdfort and the Thirdfort User in connection with this EULA but excluding Experian Data.
3. The Experian Services shall be subject to the burden (but not the benefit) of the applicable Experian terms of service.
4. Experian may process personal data outside the EEA; to the extent that it does, it will ensure that any such transfer is compliant for the purposes of GDPR.
5. You hereby grant Experian the right to use Thirdfort User Data sent to Experian to enable Experian to provide the Experian Services.
6. The Thirdfort User understands and agrees that Thirdfort may provide Experian with confirmed fraud feedback on a monthly basis during the Term based on its use of the Experian Services (“Outcome Reporting”) in the format specified by Experian or as otherwise agreed by the parties in writing. After extraction of information identifying the Thirdfort User's consumers, Thirdfort grants Experian the right to use Thirdfort User Data and Outcome Reporting for validation, deployment, measurement, improvement, research, development and optimisation of CrossCore and the Experian Services. The Thirdfort User acknowledges that Experian and Thirdfort may incorporate these improvements and performance optimizations into and for use within Thirdfort’s and Experian’s identity and fraud services generally.
7. The Thirdfort User may use the Experian Services to perform identity verification for the purposes of the prevention or detection of fraud and to assist in preventing money laundering (which purposes for the avoidance of doubt shall exclude the provision of any bureau services to any third party).
8. In relation to ID Lite, the Thirdfort User undertakes to notify each Consumer in respect of whom it proposes to carry out an ID Lite check that (i) the Thirdfort User is carrying out an ID Lite check and (ii) the ID Lite check constitutes Experian Services.
9. The Thirdfort User shall promptly provide to Thirdfort full details of all complaints relating to the Experian Services made by a Consumer or other individual to whom the Experian Services relate. The Thirdfort User shall co-operate with Thirdfort and Experian to resolve any such complaints. If Thirdfort receives a complaint relating to the Experian Services, the Thirdfort User shall co-operate with Experian and Thirdfort to resolve that complaint and shall respond promptly, and in any event within 5 Working Days, to any request for information relating to the complaint.
10. The Thirdfort User shall ensure that it maintains reasonable anti-virus and data security controls.
11. Experian may release updates, which may modify CrossCore, from time-to-time (“Updates”). Experian agrees that it will use reasonable endeavours to ensure that such Updates will not result in a material reduction in the level of performance or availability or functionality of CrossCore or the latest version of Experian Services.
12. If Thirdfort is aware that implementing CrossCore or an Update will result in a material reduction in or unavailability either of (i) other Experian Services or (ii) third party services the Thirdfort User is currently using, Thirdfort will make commercially reasonable efforts to notify the Thirdfort User ninety (90) days before the required implementation of CrossCore or the relevant Update. Thereafter, the Thirdfort User and Thirdfort agree to cooperate in transitioning to the current version of the Experian Services or third-party service(s) that allow for proper access to such service(s) through CrossCore following the Update, subject to the Thirdfort User paying the applicable and reasonable professional services fees at Thirdfort’s then-current rates. If such transition is not possible or practicable within the allotted time or at all, Thirdfort will not be required to continue to facilitate delivery of such service(s) through CrossCore following the Update and may terminate the Thirdfort User’s use of CrossCore, any of the Experian Services provided via CrossCore and/or any other Experian Services in its discretion.
13. In order for Thirdfort to provide the Experian Services to the Thirdfort User and in order for Experian to comply with the licence terms which British Telecommunications plc and/or other third party suppliers of telephone number data require, the Thirdfort User:
13.1 appoints Experian as its agent under this EULA for the purpose of using Thirdfort User Data to carry out directory enquiry searches for and on behalf of the Thirdfort User;
13.2 authorises and instructs Experian to:
13.2.1 use any retrieved telephone numbers resulting from such directory enquiries for the sole purpose of comparing such telephone numbers against any telephone numbers contained within the relevant and applicable data and producing a score based upon whether there was or was not a match of telephone numbers; and
13.2.2 incorporate the score referred to in paragraph 13.2.1 into the overall score delivered to Thirdfort in connection with the Experian Services; and
13.2.3 instructs and confirms to Experian that telephone numbers retrieved from such directory enquiry searches are for use as input into the comparison process described in paragraph only and Experian is not required to return such telephone numbers to the Thirdfort User.
14. To the extent that the Experian Services comprise Royal Mail NCOA® Alert Data, the Thirdfort User agrees to the terms of the End User Agreement required by Royal Mail which may be accessed at https://www.thirdfort.com/terms/royal-mail-eula
15. Experian Services are not intended to be used as the sole basis for any business decision, and are based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for Experian to guarantee. Experian’s services also involve models and techniques based on statistical analysis, probability and predictive behaviour. Experian is therefore not able to accept any liability, for:
15.1 any inaccuracy, incompleteness or other error in the Experian Data which arises as a result of data provided to Experian by the Thirdfort User or any third party;
15.2 any failure of the Experian Services to achieve any particular result for the Thirdfort User.
16. If Experian considers in its reasonable opinion that it is no longer desirable or commercially viable to continue to provide the Experian Services, or if any third party data or software becomes unavailable to Experian, Thirdfort shall be entitled to do one of the following on giving three months’ prior notice to the Thirdfort User:
16.1 modify the affected Experian Services as necessary to accommodate such changes or unavailability; or
16.2 terminate this EULA (without liability) in respect of those Experian Services which are affected by such changes or unavailability.
17. Any audit to be conducted by Thirdfort shall be carried out by a third party (appointed by Thirdfort), if the Thirdfort User reasonably objects to such audit being carried out by Thirdfort. The Thirdfort User shall pay the reasonable costs of the third party audit, if such audit identifies non-compliance with the provisions of this EULA.
18. If Thirdfort reasonably believes the Experian Services have been used in breach of these End User Terms by a Thirdfort User,
18.1 Thirdfort shall be entitled to suspend provision of the Experian Services;
18.2 the Thirdfort User shall, co-operate fully with Thirdfort’s investigations into such use; and
18.3 Thirdfort and the Thirdfort User shall use all reasonable endeavours to resolve the investigations and recommence provision of the Experian Services.
19. Thirdfort grants the Thirdfort User a non-exclusive licence to use any Experian Data and/or Experian Materials provided to Thirdfort solely as part of the Experian Services in the United Kingdom. This licence granted will automatically expire on termination of this EULA for any reason.
20. The Thirdfort User grants Thirdfort and Experian a royalty free, non-exclusive, non-transferable licence to use and copy the Thirdfort User Data which is provided to Thirdfort or input into any of Experian’s databases as part of the Experian Services under or in accordance with the terms of this EULA for the Purpose and/or for Thirdfort to comply with any requests made to Experian under statute.
21. The Thirdfort User agrees that it will:
21.1 use the Experian Services, Experian Data and/or Experian Materials solely in connection with the Thirdfort Services;
21.2 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 Experian Services, Experian Data and/or Experian Materials;
21.3 not (and will not allow any third party to) adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with the Experian Data and/or Experian Materials without the prior written consent of Experian or as otherwise permitted by law;
21.4 only take such copies of the Experian Data and/or Experian Materials as are reasonably required for the use of the Experian Data and/or Experian Materials in accordance with this EULA;
21.5 in the case of a machine and/or site specific licence, only use the Experian Data and/or Experian Materials on the equipment and/or at the site (as the case may be) specified in the applicable Schedule.
22. All Intellectual Property Rights in the Experian Materials, the Experian Data and the Derivative Output will remain vested in Experian (or its relevant licensors) and to the extent that any rights in such materials and data vest in the Thirdfort User by operation of law, the Thirdfort User hereby assigns such rights to Experian.
PART C - COMPLYADVANTAGE
1. The terms set out in this Part C apply to those elements of the Thirdfort Services (“ComplyAdvantage Services”) that are provided to Thirdfort by IVXS UK Ltd t/as ComplyAdvantage (“ComplyAdvantage”).
2. The following definitions apply in this Part C:
2.1 “ComplyAdvantage Data” means all data held within ComplyAdvantage’s databases, other than Thirdfort User Data, that is accessible to the Thirdfort User through use of the ComplyAdvantage Services;
2.2 “ComplyAdvantage Material” means written d ocumentation and content, verbal, electronic and other information, databases, computer software, ComplyAdvantage Software, designs, drawings, pictures or other images (whether still or moving), the ComplyAdvantage Site, sounds or any other record of any information in any form belonging to ComplyAdvantage but for the avoidance of doubt not including the Thirdfort User Data or other material belonging to the Thirdfort User;
2.3 “ComplyAdvantage Site” means ComplyAdvantage's website at complyadvantage.com, or other websites that ComplyAdvantage choose to operate and provide ComplyAdvantage Services through; and
2.4 “ComplyAdvantage Software” means ComplyAdvantage's data management and manipulation software made available by ComplyAdvantage to the Thirdfort User.
3. You agree that you shall not:
3.1 use the ComplyAdvantage Services in any way that does or may bring the ComplyAdvantage Services or ComplyAdvantage into disrepute;
3.2 use the ComplyAdvantage Services in a manner which is unlawful, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libellous, menacing or invasive of another person’s privacy;
3.3 use the ComplyAdvantage Services in a manner which infringes the Intellectual Property Rights, proprietary or personal rights of any third party, including data subjects;
3.4 misuse the Site by introducing viruses, trojans, worms, logic bombs or other material which is technologically harmful;
3.5 attempt to gain unauthorised access to the ComplyAdvantage Site or ComplyAdvantage Services, the server on which the ComplyAdvantage Site or ComplyAdvantage Services are stored or any server, computer or database connected to the ComplyAdvantage Site or ComplyAdvantage Services;
3.6 attack the ComplyAdvantage Site or ComplyAdvantage Services via a denial-of-service attack or a distributed or malicious denial-of service attack; or
3.7 access the ComplyAdvantage Software, the ComplyAdvantage Services or the ComplyAdvantage Site in connection with building a product or services which competes with the ComplyAdvantage Software or ComplyAdvantage Services;
3.8 attempt to extract ComplyAdvantage's data in bulk; or
3.9 use any ComplyAdvantage Data or ComplyAdvantage Material, or release any ComplyAdvantage Data or ComplyAdvantage Material to third parties, except as authorised in writing by Thirdfort or as permitted under this EULA.
4. ComplyAdvantage Data is made available only for the Thirdfort User’s use as part of the ComplyAdvantage Services and must not be made public by the Thirdfort User unless required by law. By making the ComplyAdvantage Data public or using it other than for the purposes for which it is provided, the Thirdfort User may be in breach of the Data Protection Legislation. Thirdfort User shall not transfer or access the ComplyAdvantage Data outside of the European Economic Area unless subject to legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Legislation from time to time.
5. The Thirdfort User shall ensure that all ComplyAdvantage Data and ComplyAdvantage Material are kept secure and shall use appropriate security practices and systems applicable to the use of the ComplyAdvantage Data and ComplyAdvantage Material to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the ComplyAdvantage Data and ComplyAdvantage Material. Such appropriate security practices shall not be of a standard lower than the steps that the Thirdfort User takes to protect Thirdfort User Data or its Confidential Information of a similar nature.
6. If the Thirdfort User becomes aware of any misuse of any ComplyAdvantage Data or ComplyAdvantage Material, or any security breach in connection with this EULA t that could compromise the security or integrity of the ComplyAdvantage Data or ComplyAdvantage Material, or otherwise adversely affect ComplyAdvantage, or if the Thirdfort User learns or suspects that any password or other security feature has been revealed to or obtained by any unauthorised person, the Thirdfort User shall, at the Thirdfort User’s expense, promptly notify Thirdfort and fully co-operate with Thirdfort to remedy the issue as soon as reasonably practicable.
7. The Thirdfort User’s obligations regarding the retention and protection of the ComplyAdvantage Data and ComplyAdvantage Material survives termination of this EULA for any reason.
8. The Thirdfort User understands and acknowledges that:
8.1 ComplyAdvantage gives no opinion and makes no recommendation in relation to persons appearing in the ComplyAdvantage Data; and
8.2 results derived from Thirdfort User’s use of the ComplyAdvantage Services should not be used to draw any automatic conclusion, or relied upon in isolation to make a decision, relating to any person flagged or not flagged in the course of the Thirdfort User’s use of the ComplyAdvantage Services.
PART D - EMAILAGE
1. The terms set out in this Part D apply to those elements of the Thirdfort Services that are provided to Thirdfort by Emailage Limited (“Emailage Services”).
2. In relation to ID Lite, the Thirdfort User agrees to take all reasonable steps to ensure that each Consumer is aware of (i) the nature of the processing to be undertaken by Emailage in connection with the Emailage Services, and (ii) the terms of the Emailage Privacy Statement which can be accessed at https://emailage.com/privacy-policy/.
PART E - INNOVALOR SOFTWARE (OWNER OF THE READID TECHNOLOGY SERVICE)
1. The terms set out in this Part E apply to those elements of the Services that are provided to Thirdfort by InnoValor Software B.V (“InnoValor Services”).
2. The Thirdfort User agrees:
2.1 at all times to comply with applicable laws and regulations, including but not limited to privacy regulations;
2.2 to not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the ReadID service, (i) copy, make error corrections or otherwise modify or adapt the ReadID service, nor create derivative works based on the ReadID service, (iii) sublicense or use the Service for commercial time-sharing, rental, or service bureau use.
PART F - IPROOV
1. The terms set out in this Part F apply to those elements of the Services that are provided to Thirdfort by iProov Limited (“iProov Services”).
2. The Thirdfort User agrees:
2.1 to comply with iProov’s Acceptable Use Policy (as available from time to time at (https://www.iproov.com/legal/acceptable-use);
2.2 Only to use the iProov service in the context of the Services provided by Thirdfort; and
2.3 To procure that a Consumer update to the latest version of the Thirdfort App when appropriate and relevant to the provision of the iProov service.
This Professional EULA took effect on 18th March 2021 and replaced the previous Professional EULA.