1.2 “Confidential Information” means information, data, material, trade secrets, trademarks, images, and related things, in whatever form; electronic or print, which are owned and shared by either the Furnishing Party or the Receiving Party. These materials are deemed to be secretive and remain confidential between selected individuals and affiliated openly nominated by both parties. The confidential information incorporates all correspondence conducted after signing a Non Disclosure Agreement. The following items are not considered as Confidential Information.
(a) any information that is available on website, PDFs, blogs, social media and such.
(b) any information already in a Party’s possession prior to the Effective Date of a future agreement.
(c) any information that is formulated or developed by Receiving Party.
(d) any information obtained from a third Party source that is not legally obligated by contractual or fiduciary restrictions with the Party whose information is being transmitted.
1.3 “Client” means the Receiving Party of the services provided by Shufti Pro as referred to in the Standard Agreement.
1.4 “Back-office” means the secure back-office, a secretive portal, developed by Shufti Pro and made available to Client via secured credentials provided after signing the Standard Agreement. Client can access:
(a) End User’s Information and Verification
(c) Proof of Verification
1.5 “Documentation” means material, instructions, manuals, or documents outlining the steps to install, operate, or use Shufti Pro’s services or features made available for the Receiving Party.
1.6 “Effective Date” means the date on which a Standard Agreement is signed b/w Shufti Pro and Client.
1.7 ”Payments” means the aggregate of costs or prices as outlined in the Standard Agreement due on part of Client as a prerequisite of acquiring Services.
1.8 “Intellectual Property Rights” means all intellectual property rights protected by law throughout the world, including all copyrights, copyright registrations and applications, trademark rights (including trade dress), trademark registrations and applications, patent rights (including the right to apply therefor), patent applications (including the right to claim priority under applicable international conventions) and all patents issuing thereon, industrial property rights, inventions (whether or not patentable), together with all utility and design, know-how, specifications, trade names, mask-work rights, trade secrets, moral rights, author’s rights, algorithms, rights in packaging, goodwill, and other intellectual and industrial property rights, as may exist now and hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United Kingdom or of any other state, country or jurisdiction.
1.9 “Shufti Pro” means Shufti Pro Limited, a UK based company, principal place of business at 190 Englishcombe Lane Bath BA2 2EN, United Kingdom.
1.10 “Verifications” means the number of verifications specified in a Standard Agreement representing the maximum number of verifications that Client is permitted to undertake.
1.11 “Customised Services” means Proof of Address, Company Cards/Logo, ID numbers and extra features made available for purchase by Shufti Pro.
1.12 “Features” means, ID Verification, Document Verification, Identity Verification, AI, HI, Proof of Verification, Integration Features and such other features marketed or sold by Shufti Pro as are specified in the applicable Standard Agreement(s) referencing these Terms and Conditions.
1.13 “Renewal Date” means the date on which the Standard Agreement is edited and reapproved b/w Shufti Pro and Client.
1.14 “Standard Agreement” means, a document that
(a) specifically refers to these Terms and Conditions
(b) is signed by both Parties for provision of services
(c) is any signed Contract irrespective of provision of services
1.15 “Service Start Date” means the date specified in the Standard Agreement as the Service Start Date or if none, the Effective Date.
1.16 “Service End Date” means the date specified in the Standard Agreement as the Service End Date.
1.17 “Services” means the Features, Customised Services and Integration Services as provided by Shufti Pro. See Exhibit A.
1.18 “Term” means the provisions set forth in this document, and provisions to be added in future.
1.19 “Transaction” means an item; ID, Identity or Document under consideration of the system which returns the results as “verified” or “unverified”. From the starting point till the ending point of one verification, one transaction is conducted.
1.20 “User” means an end-user of Client.
1.21 “User Information” means information submitted by User during one Transaction.
1.22 “White Label Service” means reselling Shufti Pro’s service under third party accreditation. Subject to these Terms and Conditions for White Label Service (“Terms and Conditions”), Shufti Pro will use reasonable efforts to make available to you the White Label Service (as defined in the EXHIBIT C) pursuant to an Agreement signed.
2. Acquiring Services
2.1 Placing Order
Shufti Pro’s services are ordered by the client via a Standard Agreement. It will contain features, services, customised services, volume of transactions, amount payable, Effective Date, time period and additional terms which would decide the course of communication and cooperation between Shufti Pro and Client. The document is of legal nature and governed by the provisions as set forth in Terms and Conditions. The Standard Agreement comes into effect after both parties have signed it.
2.2 Renewal Policy
The Standard Agreement; unless otherwise stated, is applicable for twelve (12) months from the “Effective Date”.
The Renewal Policy pertains to two cases:
- In case of a Standard Agreement; unless otherwise stated, the terms of existing Standard Agreement will automatically renew for an additional twelve (12) months.
- In case of a Package; the Client’s basic volume of Transactions is clearly stated. An increase beyond that volume must be communicated to Shufti Pro’s team before 7 business days. The Package will be renewed accordingly. In case of an unavoidable event, the Client has a grace period of 3 days within which they must inform Shufti Pro.
In case of breach of Standard Agreement or Terms and Conditions by the Client; the renewal of Package or Agreement is subject to a written communication by Shufti Pro’s team.
3.1 Provision of the Services
After execution of a Standard Agreement, subject to Client’s compliance with the provisions in it, governed by these Terms and Conditions; commencing from Service Start Data till the remainder of the time, Shufti Pro will ensure continuous extend of its services, wherein applicable the performance standards. See Exhibit D.
3.2 Your Data
Your Data means any data, content, code, video, images or other materials of any type that User uploads, submits or otherwise transmits to or through Services. User will retain all right, title and interest in and to Your Data in the form provided to Shuti Pro. Shufti Pro stores data on industry secured servers located in EEA zone, and are monitored. Subject to the terms of this Agreement, you hereby grant to Shufti Pro a non-exclusive, worldwide, royalty-free right to;
(a) collect, use, copy, store, and transmit Your Data, in each case solely to the extent necessary to provide the applicable Services to Client
(b) Client hereby grants to Shufti Pro all necessary rights to use, reproduce, modify, create derivative works from, distribute, perform, transmit and display the User Information (including any rights specifically pertaining to biometric information) solely to the extent necessary to provide the Services which will include the right for Shufti Pro to grant equivalent rights to its service providers that perform services that form part of or are otherwise used to perform the Services.
Client has no right apart from otherwise clearly written and signed upon in the Standard Agreement, to damage or disrupt Shufti Pro’s Services or Licensed material, or illegally access its databases through blacklisted mediums. Client must not disassemble, reverse engineer, reconstruct, the source information, coding, programming, algorithms, structure, methods, technology for any purpose whatsoever. Client must not remove copyright, trademark logos, company logos, company name or such from the Licensed Work. Client must not modify or enhance Licensed Work in any portion or size. Client must not copy, sell, resell, lease, assign, distribute or transfer any or whole part of Services and Licensed Work in any form. Client must not utilize the Licensed Work or Services to develop, create, programmer or distribute any product which is of similar origin, concept and design in the marketplace. Client must not transfer rights to use Licensed Work or Services to a third party without Shufti Pro’s explicit and written consent.
3.4 Policy of Use
The Client pertaining to the Standard Agreement acknowledge and agrees that Shufti Pro does not monitor or police any information or data that is transmitted through the Services. Shufti Pro shall not be accountable to the Client for any transmissions or communications. Shufti Pro shall hold the Client accountable for using the Services for anything apart from exclusively using it for authorized and legal purposes as set forth in the Standard Agreement. The Client acknowledges the fact that Shufti Pro’s Services are not meant, intended, authorized or designed to be utilized for application in mission-critical circumstances; weapons control, defense mechanisms, or nuclear facilities resulting in environmental damage, loss, injury, assets mismanagement, financial discrepancies.
3.5 Unauthorized Use
Client is responsible to make sure that only Person(s) affiliated with the Standard Agreement or Non Disclosure Agreement and involved in it have the access to Licensed Work, Information and such furnished for them by Shufti Pro. Any disclosure, reproduction, transfer, or duplication of this material except wherever its permitted as set forth in the Agreement.
3.6 Web Content
Client grants Shufti Pro the right to utilise their logo, slogan, and About Us to be displayed on Shufti Pro’s website. Shufti Pro shall use Client’s online available content for the purpose of press release, and more. Client acknowledge that all revenue generated from press material shall be sole property of Shufti Pro.
3.7 Ongoing Use
Shufti Pro may use Client’s name as a reference or publicise Client as a retained or former client of Shufti Pro in any proposal sent to third parties or in any other promotional materials, news releases, advertisement or disclosures.
4. Payment Plan
The amount of payment payable for the Services or Features, and mode of payment are declared in the Standard Agreement. Any payment done is hereby; non-refundable, non-cancellable and irrevocable; except in cases which are mentioned in Terms of Conditions. Unless otherwise stated the payments are due in full on the Effective Date and Renewal Date. An Invoice will be prepared and send to the Client via email attached with a copy of the Standard Agreement. Unless otherwise stated the payments are payable in USD (the rate on Effective Date applicable).
4.2 Extra Transactions
In an event of extra transactions conducted by the client exceeding beyond the volume set forth in the Standard Agreement, Client must pay the Surplus amount due, added to the corresponding month’s invoice. Client, wherever possible, shall inform Shufti Pro team seven (7) business days in advance. The rate of extra transactions shall be according to previous transaction(s)’ rates. Any extra transaction conducted after the End Date of the Standard Agreement shall be payable by the Client as per an invoice created by Shufti Pro Team.
4.3 Unused Transactions
In the event of unused transactions or unprocessed transactions, as per Standard Agreement, the surplus will automatically expire. However, unless otherwise stated, for an ongoing term, the unused transactions will be added to the volume of next month’s invoice. The Client shall be entitled to a refund.
The amounts due to Shufti Pro under this Agreement do not include bank payments, transfer payments, taxes, duties or similar payments. If Shufti Pro does not receive full payment of the Invoice or is required to pay (a) sales, use, property, value-added, withholding or other taxes, (b) any customs or other duties, or (c) any import, warehouse or other payments, associated with the importation or delivery based on the licenses granted or services performed under this Agreement or on Client’s use of the Licensed Work or the Services, then such taxes, duties or payments will be billed to and paid by Client. If Client is permitted to declare any such taxes, Client will declare and pay such taxes and Shufti Pro will not be required to invoice Client. This Section 4.4 does not apply to and Client shall not be required to pay taxes based on Shufti Pro’s gross receipts, income or payroll.
4.5 Late Payment
The Client shall transfer the payment for acquiring services on the Effective Date, and during the first week of every month for an ongoing term. The Client shall transfer the payment at their earliest within first week of every month. In case of any discrepancy on Client’s part, they shall have one additional week as grace period to follow through the payment. In case of Late Payment or No Payment after fourteen (14) days, the Client’s account shall be blocked, halting the Services.
5.1 Service Warranty
Shufti Pro represents and warrants to the Client, as of the Effective Date of the Standard Agreement, it will and at all times during the Term maintain the provision of services in a manner that is professional, consistent with global industry standards, and correspond to the Terms and Conditions. In an event of failure to provide Service in accordance with the warranty, the Client shall inform Shufti Pro fifteen (15) days before taking legal action or terminating the Contract for this purpose. After the notice Shufti Pro shall reaffirm the performance state of its services to that which is acceptable.
Disclaimer: Although Shufti Pro takes steps to examine, develop, refine and enhance Services as laid down in the Standard Agreement, it does not however, warrant No Error. The Client holds sole liability for actions and results produced by the use of Services. Shufti Pro shall not be liable to any claims, losses or damage resulted/caused by misinformation or disinformation by the Client. Shufti Pro shall not be liable to any claims, losses or damages caused to Client as a result of a Third Party’s actions or End User’s actions during provision of Services. The foregoing warranties are in lieu of all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, good title, or satisfactory quality regardless of whether imposed by contract, statute, course of dealing, custom or usage or otherwise. Some jurisdictions do not allow the exclusion of certain warranties in certain circumstances. Accordingly, some of the limitations set forth above may not apply.
6. Client’s Obligations
6.1 General Obligations
(a) integrate the Shufti Pro services into its User verification workflow, consistent with all applicable laws and regulations
(b) implement appropriate information security controls having regards to the sensitivity of the User Information
(c) notify Shufti Pro as soon as reasonably practical of any non-conforming transmissions, failure to receive transmissions or failure to send or receive such transmissions,
(d) accurately supply all requested data fields
(e) set reasonable data processing and transmission parameters to minimize the cost of delivering the service,
(f) implement and maintain appropriate safeguards to identify data and processing errors
(g) maintain its own computer and telecommunication systems for communication and data exchange with Shufti Pro
(h) monitor and restrict the use of all passwords, user identification numbers and other security measures subject to their control and in accordance with Client’s policies
(i) select qualified personnel to operate systems, software and equipment interfacing the Shufti Pro Services
(j) train all personnel in the use of the Shufti Pro Services
(k) ensure that any use it makes of the Shufti Pro Services relates to a representative population of its Users and identification document types (and is not used for targeted categories of Users or identification document types)
(l) implement any country-specific compliance requirements specified in the Documentation. Without prejudice to Shufti Pro’s other rights under this Agreement, if a Client fails to comply with the foregoing obligations, Shufti Pro may delay performance of the Services until:
(i) Client is fully compliant with those obligations; or
(ii) the Parties agree to a reasonable increase in the Fees to reflect any non-compliance. Client acknowledges and agrees that it is a condition of the provision of the Services by Shufti Pro, that all solutions, corrections, or improvements provided to it by Shufti Pro are implemented by Client within three months of release. Client further recognizes that its failure to implement such solutions, corrections, and improvements may render the Products unusable or defective.
7. Confidentiality of Information
7.1 Confidentiality Obligations
As between the Parties, the Confidential Information of each Party will remain its sole property. Each Party will protect Confidential Information from disclosure using the same care it uses to protect its own confidential information of like importance, but not less than reasonable care. The Party employing or engaging persons having access to the Confidential Information of the other Party is responsible and liable for their compliance with such confidentiality obligations. Notwithstanding the foregoing, if a Party receiving Confidential Information becomes, under lawful process, subject to a demand for discovery or disclosure of such information, it will give the owner of the Confidential Information notice of the demand prior to furnishing the requested information and will, upon the request of and at the expense of the owner of the Confidential Information, cooperate with such Party in seeking reasonable arrangements to protect the confidential nature of such information.
Both Parties acknowledge that, in the event of a breach of its obligations under this Section 8, the non-breaching Party may bring an appropriate legal action to enjoin any such breach of this Agreement without the need to obtain a bond or other security.
8. Management of Data
8.1 Access to Data
The Services include access to the Back-office, Client may access and download (either manually or via API) the data from each of its Verifications, including extracted data and images for each individual Transaction, via the Back-office for the Term. Upon termination of this Agreement for any reason, access to the Back-office, and therefore access to data storage, will be revoked. Shufti Pro may delete any stored items in storage upon expiration or termination of this Agreement. Shufti Pro will have no responsibility or liability for storing and deleting items in accordance with this Section 9.