AGREED TERMS

1. ABOUT US

1.1 Company details. tested.me Ltd (company number 12699464) (we and us) is a company registered in England and Wales and our registered office is at Verulam Point, Station Way, St Albans, Hertfordshire AL1 5HE. Our main trading address is Lower Farm, Leighton Road, Northall, Buckinghamshire LU6 2HD. Our VAT number is 353 7664 74. We operate the website www.tested.me (site).

2.2 Contacting us. To contact us, please email us at enquiries@tested.me or telephone us on 03301 740 940. How to give us formal notice of any matter under the Contract is set out in 25.2.

2. Definitions

To make these Terms easier to read, the following words or phrases have the meanings given to them below:

Acceptable Use Policy: our acceptable use policy (as amended and updated from time to time) at www.tested.me or such other website address as we subsequently confirm to you.

Authorised Users: those employees, agents and independent contractors of yours who are authorised by you to use the Services and the Documentation, as further described in clause 11.2(e).

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 set out in clause 9.1.

Contact Data: has the meaning set out in clause 4.1(a).

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the DPA 2018.

Dashboard: the web application developed and made available by us from which you may view Me Data shared with you by Individuals via the Me Platform.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the DPA 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Documentation: the guide to the Services made available to you by us online via www.tested.me or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services.

DPA 2018: the Data Protection Act 2018 (and regulations made thereunder).

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either you or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

2.1 Individual: a person who has subscribed to the Me Platform.

2.2 Initial Subscription Term: the initial term of the Contract as set out in clause 19.

2.3 Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2.4 Me Data: the data inputted by individual users of the Me Platform and the data (if any) added to their user accounts by permitted third parties or third party technology.

2.5 Me Platform: our tested.me mobile application and related services.

2.6 Medical Data Approver: an individual who is nominated and approved by you via the Dashboard to verify any health test results and vaccination confirmations that are added to an Individual’s Me Data.

2.7 Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.

2.8 Privacy Notice: our privacy notice (as amended and updated from time to time) at www.tested.me or such other website address as we subsequently confirm to you.

2.9 Relevant Individual: a customer, employee or other person, being an Individual, who chooses to share their Me Data with you using the Me Platform.

2.10 Scanner: a thermal camera supplied to you by us as part of the Services or purchased by you directly from our relevant supplier and installed at Your Location(s).

2.11 Scanner Fee: the monthly sum (being part of the Charges) specified as such and quoted on our site at the time you submit your order, which shall be payable in respect of each thermal camera deployed at Your Location(s) (in full regardless of when in each month a Scanner is added to the Services).

2.12 Scanner Services: the provision by us of one or more Scanners and/or services that enable facial scans and related body temperature readings to be matched to Relevant Individuals, added to their Me Data, and then comprised within the aggregated status data of each Relevant Individual displayed in the Dashboard (subject to each Relevant Individual’s consent to such sharing).

2.13 Services: has the meaning set out in clause 4.1.

2.14 Software: the online software applications provided by us as part of the Services.

2.15 Subscription Term: the term of the Contract, as determined in accordance with clause 19.

2.16 Support Services Policy: our policy for providing support in relation to the Services as made available at www.tested.me or such other website address as may be notified to you from time to time.

2.17 Third Party Services: the products or services of third parties (if any) that we may make available to you via the Services from time to time.

2.18 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

2.19 User Subscriptions: the user subscriptions included within the Charges paid or payable by the Customer pursuant to clause 9.1, which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Contract.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Visitor Registration Solution: has the meaning set out in clause 4.1(a).

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Website Terms of Use: our website terms of use (as amended and updated from time to time) at www.tested.me or such other website address as we subsequently confirm to you.

Your Location(s): the location(s) at which you use the Services.

3. OUR CONTRACT WITH YOU

3.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. Each party agrees that the provisions of Regulation 9 of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to the Contract.

3.3 Language. These Terms and the Contract are made only in the English language.

3.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

4. THE SERVICES AND REGISTERING TO USE THEM

4.1 The Services. We provide the following services via the site (Services):

• services that enable you to capture and retain the personal details (Contact Data) of visitors to your business premises for the 21 day period required by government contact tracing guidance, so that you can subsequently provide this information to appropriate public authorities if you are requested to do so following an incidence of COVID-19 infection (Visitor Registration Solution); and
• services that enable your employees to share with you information that they choose, such as temperature readings, COVID-19 test results, COVID-19 vaccinations, etc, services that enable you to share with them such information as you choose, and (if you opt to include them) additional Scanner Services, all such services being provided by us to you via the Dashboard (Health Verification Solution).

4.2 Charges for using the Services. We provide the Visitor Registration Solution free of charge. The Health Verification Solution requires an active subscription and payment of the relevant Charges, as set out in clauses 9 and 11.

4.3 Registering with us. Please follow the onscreen prompts to submit your registration. You may only register using the method set out on the site. Your registration constitutes an offer to subscribe to the Services specified in the registration subject to these Terms.

4.4 Correcting input errors. Our registration process allows you to check and amend any errors before submitting your order to us. Please check your registration carefully before confirming it. You are responsible for ensuring that your registration is complete and accurate.

4.5 Accepting your registration. Our acceptance of your registration takes place when we send an email to you to accept it (Registration Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.

4.6 If we cannot accept your registration. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your registration. If you have registered for the Health Verification Solution and have already made a payment for the relevant Charges, we will refund you the full amount.

5. CANCELLING THE SERVICES

5.1 You may cancel the Services by terminating the Contract in accordance with clause 19 or clause 20.1.

5.2 Cancellation of the Visitor Registration Solution. As the Visitor Registration Service is provided free of charge, there will be no refund on the cancellation of the Contract and Visitor Registration Solution element of the Services.

5.3 Cancellation of the Health Verification Solution. If you cancel the Health Verification Solution in accordance with clause 19 or clause 20.1, we will continue to process your payment of the monthly Charges for the Health Verification Solution on the usual date but, following the last day of service, we will refund you on a pro rata basis for the days between the last day of service and the last instalment of the Charges paid by you prior to that date, by the method you used for payment.

5.4 When we process your cancellation we will permanently erase the Contact Data that you have captured via the Visitor Registration Solution as soon as it has aged beyond the 21-day retention period required by the UK Government’s Test and Trace scheme. It is not possible to subsequently restore this data.

6. OUR SERVICES

6.1 Check that the Services are suitable for you. The Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Services (as described on our website at www.tested.me) meet your requirements.

6.2 Use of our site. Your use of our site is governed by our website terms of use, acceptable use policy, and privacy notice.

6.3 Use of our Services. Your use of our Services and the Documentation is governed by these Terms, our website terms of use, acceptable use policy, and privacy notice.

6.4 Operating system requirements. Use of the Services requires the following:

• For you to use and access the Services:
• an iPhone, iPad or Android mobile telephone or tablet and the current version of one of the major mobile web browsers; or
• a desktop or laptop computer and the current version of one of the major web browsers; and
• a printer to print and display your venue registration poster, which includes the QR code for your visitors to scan on arrival.
• For visitors to your premises to enter their Contact Details themselves:
• an iPhone, iPad or Android mobile telephone or tablet with a camera and QR code scanning functionality and the current version of one of the major mobile web browsers; and
• free WIFI for visitors without mobile data on their device.

6.5 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

6.6 Compliance with specification. Subject to our right to amend the specification (see 6.7) we will supply the Services to you in accordance with the specification for the Services appearing on our website in all material respects.

6.7 Changes to specification. We reserve the right to amend the specification of the Services:

• if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services;
• to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Services, other than the fact that you may experience some downtime while these changes are made; and
• as a result of improvements to the Services, which will evolve over time in terms of functionality and user interface

6.8 Warranty. We warrant to you that the Services will be provided substantially in accordance with the Documentation and with reasonable care and skill. This warranty shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing warranty, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty set out in this clause.

6.9 Exclusions from warranty. We:

• do not warrant that:
• your use of the Services will be error-free;
• the Services, Documentation and/or the information obtained by you through the Services will meet your requirements;
• the Software or Services will be free from Vulnerabilities; or
• the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
• are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.10 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Registration Confirmation, but any such dates are estimates only and time for performance is not of the essence.

6.11 Services availability. Subject to clause 6.11, we shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

• planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
• unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 24 Normal Business Hours' notice in advance.

6.12 Services may not always be available. Due to the nature of the Services, we do not warrant or guarantee that the Services will always be available:

• Use of the Services requires a modern, up-to-date internet browser, an active and stable internet connection and is reliant on internet connectivity both at Your Location(s) and at the servers from where the Services are provided, the provision of which are outside our control;
• Use of the Scanner Services requires an active and stable WIFI network with internet connectivity and access through any firewall;Use of the Scanner Services requires an active and stable WIFI network with internet connectivity and access through any firewall;
• The availability of the Services may be adversely affected or prevented by the failure of telecommunications networks, power outages, service failures and other factors outside our control;
• The availability of the Services may be adversely affected or prevented by technical problems;
• We may have to suspend the supply of the Services to:
• deal with technical problems or make minor technical changes;
• update the Services to reflect changes in relevant laws and regulatory requirements;
• make changes to the Services.

6.13 Standard support. We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

6.14 Data storage limits and types. You acknowledge that the types and volume of data that can be stored and shared as Me Data shall be determined by us in our sole discretion and that, given the nature of the Services and our tested.me application and related services, this will evolve and change over time. You acknowledge and agree that we do not represent or guarantee that any particular type of Me Data will remain available and that we may add, change or remove any type of Me Data at any time, and we shall have no liability to you for so doing.

6.15 Relying on Me Data. You acknowledge and agree that:

• whilst we will use reasonable care and skill in performing any verification and/or authentication aspects of the Services, we cannot and do not guarantee that any Me Data is true, accurate or complete;
• (without prejudice to the foregoing) any verification and/or authentication undertaken by us applies only at the point in time at which it is undertaken and is not reverified or reauthenticated, such that it may become out-of-date or expire (Individuals are responsible for the accuracy of their Me Data and for keeping it up-to-date);
• Me Data may be added to by third parties permitted by Individuals, which we have no way of verifying or authenticating; and
• our entire liability to you in relation to the Services is set out in clause 16.

6.16 We may withdraw the Services. We may write to you to let you know that we are going to stop providing the Services. We will let you know at least 21 days in advance of our stopping the supply of the Services. If we withdraw the Health Verification Solution, we will continue to process your payment of the monthly Charges for the Health Verification Solution on the usual date but, following the last day of service, we will refund you on a pro rata basis for the days between the last day of service and the last instalment of the Charges paid by you prior to that date, by the method you used for payment.

6.17 Third Party Services. We may (but shall not be obliged to) make available Third Party Services from time to time. Where (in our sole discretion) we choose to make such Third Party Services available to you:

• the Third Party Services (or any of them) may be withdrawn by us at any time without prior notice;
• the Third Party Services will be subject to the terms and conditions of the relevant supplier of those services and will be governed solely by those terms;
• you acknowledge and agree that we are not the provider of any such Third Party Services and shall accordingly have no liability to you in respect of them;
• we do not warrant or guarantee that Third Party Services (or any of them) are suitable for any particular purpose;
• as between us and you, any Third Party Services are provided “as is” and we disclaim any and all representations, warranties, terms or conditions (whether express or implied) in connection with such Third Party Services.

6.18 Scanner Services. You acknowledge and agree that, whilst we will use reasonable care and skill in performing the Scanner Services, we cannot and do not guarantee that the Scanner Services will capture discrete and accurate data (whether as to body temperature or facial recognition or both) at all times, due to various factors outside our control, including (but not limited to) an individual being obscured by one or more other individuals or their face being accidentally or deliberately obscured, etc).

7. YOUR OBLIGATIONS

7.1 You confirm acceptance of the Privacy Notice.

7.2 You shall:

• ensure that the terms of your order are complete and accurate;
• cooperate with us in all matters relating to the Services;
• provide us with such information we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms, and you shall be responsible for any Authorised User's breach of these Terms;
• ensure that your network and systems comply with the relevant specifications provided by us from time to time;
• be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet
• comply at all times with website Terms of Use and acceptable Use Policy; and
• comply with all applicable laws, including data protection laws and health and safety laws, including (without limitation) in relation to its use of the Services and any Me Data shared with you by Relevant Individuals.

7.3 If you are using the Services to outsource any of your obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, it is a condition of those Regulations that you remain responsible for any failure to apply the measures required under the Regulations.

7.4 You acknowledge and agree that you shall not use the Services as the only means by which a Relevant Individual can access any system, service or product that they are obliged to use and that, in such circumstances, you shall provide an alternative method of access.

7.5 You warrant that, where you add any data relating to an Individual to that Individual’s Me Data, you will only add data that you have verified as being accurate, up-to-date and not misleading, and that you will remove it immediately on becoming aware that it is no longer accurate or up-to-date or that it is or has become misleading.

7.6 You warrant that, where you approve or verify any health test result or vaccination confirmation added to an Individual’s Me Data (whether by the Individual or a third party), you will:

• only approve as your Medical Data Approver via the Dashboard an individual who is suitably qualified to give the necessary approval and/or verification; and
• ensure that your processes and procedures for such approvals and/or verifications are sufficiently robust as to preserve the integrity of Me Data and prevent false health test results or vaccination confirmations from being approved or verified.

Visitor Registration Solution

7.7 In relation to the Visitor Registration Solution, you shall:

• be clear, open and honest with people who you ask to provide their Contact Data in relation to the Visitor Registration Solution and explain to them why you need their Contact Data and that it will be used for contact tracing purposes in the event of a case of COVID-19. For example, you may do this by:
• displaying an appropriate and prominent notice at each of your relevant premises; and/or
• including an appropriate and prominent notice on your website; and/or
• telling each individual verbally, and if you already collect customer data for bookings, you must make it clear that it will also be used for contact tracing purposes;
• only ask people to provide the specific information that has been set out in government guidance, such as their name, contact details and time of arrival for example; and
• use the personal data stored in the Services only for the purposes of maintaining a record of visitors to your premises, as required by government and local authority mandated contact tracing schemes in force in the UK during the COVID-19 pandemic.

7.8 You must not:

• ask people to prove their details with identity verification, unless this is already (and separately) standard practice for your business, such as ID checks for age verification in public houses;
• use the Contact Data for any purpose other than providing contact tracing information to relevant UK public authorities following a request that you do so;
• use the Contact Data for direct marketing, profiling or data analytics; and
• download or make any copies of the Contact Data (it will be stored securely in the Services and erased automatically from the Services 21 days after it was captured, in accordance with government guidelines).

Health Verification Solution

7.9 In relation to the Health Verification Solution, you shall:

• only use the Health Verification Solution to receive or exchange Me Data for proper and lawful business purposes and in all cases in strict compliance with these Terms; and
• only request that Relevant Individuals share Me Data with you to the extent that such data is necessary and lawful for the purpose for which it is requested, in accordance with the data minimisation requirements of the Data Protection Legislation, and you acknowledge and agree that we may suspend, terminate or restrict your use of the Services if we have reasonable cause to believe that you are not complying with this requirement.

7.10 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 7.2 or any breach by you of any obligation listed in clause 7.8 (Your Default):

• we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 20(Termination);
• we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
• it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7.11 You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• is deceptive or inaccurate;
• impersonates any person or misrepresents any person’s identity;
• breaches a legal duty owed to a third party;
• facilitates illegal activity;
• depicts sexually explicit images;
• promotes unlawful violence;
• is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• is otherwise illegal or causes damage or injury to any person or property; or
• infringes the Intellectual Property Rights of any other person, and we reserve the right, without liability to you and without prejudice to our other rights in relation to you, to disable your access to any material that breaches the provisions of this clause.

7.12 You shall not:

• except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
• access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
• use the Services and/or Documentation to provide services to third parties; or
• subject to clause 26.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
• attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under clause 11; or
• introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems; or
• use the Services to commit, or with the intention of committing, any unlawful, fraudulent, dishonest, threatening, invasive, or otherwise improper act; or
• act (or omit to act) in any way that causes (or is likely to cause) damage to the our goodwill, credibility or reputation; or
• infringe our intellectual property rights or those of any third party in relation to your use of the Services, including the submission of any material (to the extent that such use is not licensed by these Terms).

7.13 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 You acknowledge and agree that we (and/or our licensors) own all Intellectual Property Rights in the Services and the Documentation (Our IPRs). Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any of Our IPRs including (without limitation) patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

8.2 You agree that you shall not (and that you shall procure that Authorised Users do not):

• do anything that could infringe Our IPRs;
• do anything that could infringe the Intellectual Property Rights of any third party as a result of your use of the Services.

8.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

8.4 You agree to grant us a worldwide, non-exclusive, non-transferrable licence to use your company or business name, trading name, company contact details, logo and trade mark:

• on our website;
• in our promotional materials and presentations (regardless of medium and audience);
• in public announcements about us and the services we provide (regardless of medium and audience); and
• in posts on our social media accounts and those of our officers and employees.

9. CHARGES

9.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 9 (the Visitor Registration Solution is provided free of charge).

9.2 The Charges are the prices quoted on our site at the time you submit your order. The Charges payable by you may vary from time to time, depending on how many employees you have.

9.3 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see 9.6 for what happens if we discover an error in the price of the Services you ordered.

9.4 We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

9.5 Our Charges are:

• payable in pounds sterling (our payment services provider may facilitate payment in your preferred non-sterling currency, in which event the currency exchange risk shall be borne by you such that we receive the Charges in pounds sterling in full, and you shall also be responsible for any foreign exchange fee charged by their bank or card provider);
• exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

9.6 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

10. HOW TO PAY

10.1 Payment for the Services is in advance (the Visitor Registration Solution is provided free of charge). We will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance.

10.2 You can pay for the Services using a debit card or credit card. We accept the following cards: https://stripe.com/docs/payments/cards/supported-card-brands

10.3 We will send you an electronic invoice within seven days of the beginning of the month following payment.

10.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 20, you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 10.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.5 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. USER SUBSCRIPTIONS

11.1 Subject to you paying the Charges in accordance with clause 9 (the Visitor Registration Solution is provided free of charge), the restrictions set out in this clause 11 and the other terms of the Contract, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business operations at Your Location(s).

11.2 In relation to the Authorised Users, you undertake that:

• you shall procure that each Authorised User uses the Services (and any data or information (including, without limitation Me Data) accessed via the Services only for your proper and lawful business purposes and in compliance with these Terms;
• your use of the Dashboard shall at all times comply with the requirements set out in clause 12;
• you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
• each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed as frequently as required by your internal policies and that each Authorised User shall keep his password confidential;
• you shall maintain a written, up to date list of current Authorised Users and provide such list to us within five Business Days of our written request at any time or times;

11.3 The rights provided under this clause 11 are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours.

12. USE OF THE DASHBOARD

12.1 You are permitted to:

• access the Dashboard to receive Me Data from, and/or exchange Me Data with, Relevant Individuals; and
• use the Dashboard and Me Data shared with it by Relevant Individuals only for its proper and lawful purposes in relation to your business.

12.2 It is your sole decision whether to accept, or not, the validity or authenticity of any Me Data shared with you by Relevant Individuals, and the degree to which you should rely on such Me Data (if at all) is a matter for your sole discretion.

12.3 You may use, process and extract Me Data shared with you by Relevant Individuals only in accordance with your relevant terms and conditions and policies (including your privacy policy), as such policies are amended from time to time, and at all times in accordance with applicable laws. Without prejudice to the generality of the foregoing, you are at all times responsible directly to Relevant Individuals to process any Me Data provided by us to you in accordance with the Data Protection Legislation.

13. HOW WE MAY USE YOUR PERSONAL INFORMATION

13.1 We will use any personal information you provide to us to:

• provide the Services; and
• inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

13.2 We will process your personal information in accordance with our privacy notice, the terms of which are incorporated into this Contract.

14. PERSONAL DATA

14.1 You acknowledge and agree that such data as is captured by the Scanner Services shall constitute Me Data.

14.2 You warrant and agree that you shall:

• prior to using the Services (and at all times thereafter) ensure that your terms and conditions, privacy policy and any other relevant information are available to Relevant Individuals who share their Me Data with you;
• comply with all applicable laws including, in particular, Data Protection Legislation, applying to your receipt and/or processing of personal data; and
• be solely responsible for the lawful processing of Me Data by or on your behalf, and you acknowledge and agree that we shall have no responsibility in respect thereof.

14.3 You acknowledge and agree that for the purposes of the Data Protection Legislation:

• we are the controller in respect of personal data comprised in the Me Data and that, at the time at which an Individual shares their Me Data with you, you become a controller in your own right in respect of the personal data comprised in that Me Data; and
• we are acting as a processor on your behalf: where
• where you are receiving any of our biometric verification or authentication services, such as the “Me” symbol;
• where we provide a means (whether directly or via the integration of APIs) for you to add personal data to the Customer’s Dashboard;
• where we are sent, or given access to, personal data by you in relation to the Services.

14.4 We shall, in providing the Services, comply with our Privacy Notice relating to the privacy and security ofpersonal data, as such document may be amended from time to time by us in our sole discretion.

14.5 You and we will each comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, your or our obligations or rights under the Data Protection Legislation.

14.6 Where we process any personal data on your behalf when performing our obligations under the Contract (whether as set out in clause 14.3(b) or otherwise), you and we each acknowledge that:

• you are the controller and we are the processor for the purposes of the Data Protection Legislation.
• you retain control of that personal data and remain responsible for your compliance obligations under the Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions you give to us.
• The Annex describes the subject matter, duration, nature and purpose of the processing by us, and the personal data categories and data subject types in respect of such processing.
• the personal data may be transferred or stored outside the UK or EEA or the country where you and the Authorised Users are located in order to carry out the Services and our other obligations under this agreement.

14.7 Without prejudice to the generality of clause 14.5, you shall ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of any personal data to us for the duration and purposes of the Contract so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf.

14.8 Without prejudice to the generality of clause 14.5, we shall, in relation to any personal data processed in connection with our performance of our obligations under the Contract:

• only process that personal data in accordance with your written instructions. We will not process such personal data for any other purpose or in a way that does not comply with this Contract or the Data Protection Legislation;
• not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
• you or we have provided appropriate safeguards in relation to the transfer;
• the data subject has enforceable rights and effective legal remedies;
• we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
• we comply with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
• assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify you without undue delay on becoming aware of a personal data breach;
• at your written direction, delete or return to you any personal data provided to us by you and copies thereof on termination of the Contract unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
• maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.

14.9 You and we shall each ensure that we each have in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by you or us).

14.10 You consent to us appointing Amazon Web Services and Heroku (a trading name of saleforce.com, Inc) as third-party processors of personal data under the Contract. We confirm that we have entered or (as the case may be) will enter with each third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which we undertake reflect and will continue to reflect the requirements of the Data Protection Legislation. As between you and us, we shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 14.

14.11 You or we may, at any time on not less than 30 days' notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when agreed between you and us).

15. THIRD PARTY PROVIDERS

You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

16. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

16.1 You expressly acknowledge and agree that:

• we have no way of verifying Me Data (either conclusively or at all, depending on the nature of the Me Data in question, on the basis that identity documents provided by Individuals are verified by a third party supplier and that other data is submitted by Individuals or third parties permitted by them);
• we do not guarantee that any Me Data is true, accurate or complete;
• we shall accordingly have no liability to you in respect of the validity or accuracy of any Me Data, whether or not verified by us;
• all Me Data is used by you at your own risk;
• it is the sole decision of each Individual whether or not to share their Me Data with you and that, even if they choose to do so, they may revoke the sharing of their Me Data at any time.

16.2 Except as expressly and specifically provided in these Terms:

• you assume sole responsibility for results obtained from your use of the Services (including, without limitation, any Me Data) and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
• all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
• the Services (including, without limitation, any Me Data) and the Documentation are provided to the Customer on an "as is" basis.

16.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

16.4 Subject to 16.3, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss of or damage to goodwill; and
• any indirect or consequential loss.

16.5 Subject to 16.3, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid by you during the 12 months immediately preceding the date on which the claim arose or £5,000 (five thousand pounds), whichever is greater.

16.6 We have given commitments as to compliance of the Services with the relevant specification in clause 6.6. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

16.7 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

16.8 Nothing in these Terms limits or affects the exclusions and limitations set out in our WEBSITE TERMS AND CONDITIONS OF USE.

16.9 This 16 will survive termination of the Contract.

17. INDEMNITY

17.1 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:

• you are given prompt notice of any such claim;
• we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
• you are given sole authority to defend or settle the claim.

18. CONFIDENTIALITY

18.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by 18.2.

18.2 We each may disclose the other's confidential information:

• to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 18; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

19. COMMENCEMENT AND DURATION

The Contract shall commence on the Commencement Date and shall continue, unless terminated in accordance with clause 20, for an initial period of 12 months (Initial Subscription Term) and indefinitely after that until terminated by either party giving to the other at least 30 days’ prior written notice to expire on or after the expiry date of the Initial Subscription Term.

20. TERMINATION

20.1 You may terminate Contract at any time within the first 30 days of the Initial Subscription Term on 7 days’ prior written notice to us (such notice to expire within such period), in which event:

• the Charges (if any) shall be payable only in respect of the period up to and including the date on which the Contract terminates; and
• you shall immediately return to us any Scanners provided by us that have not been paid for by you in full (and you agree that we shall be entitled to invoice you in respect of the full cost of any such Scanner that is either not returned within seven days or is received other than in its original condition and in full working order, and that such sum shall be payable immediately by you (and, where we hold such details, may be billed by us to your credit card)).

20.2 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

• you fail to pay any Charges when they are due;
• you commit a material breach of any other term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven days of you being notified in writing to do so;
• you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
• your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy;
• you provide incomplete or inaccurate information to us or fail to update such information in a timely fashion;
• we determine (in our sole discretion) that you are or have become a competitor of ours or are seeking to become a competitor of ours;
• we determine (in our sole discretion) that your continued use of the Services will cause harm to us, or to our goodwill and/or reputation, or to our ability to deliver services to other customers, or to Individuals; or
• you undergo a change of control.

20.3 We may terminate the Contract at any time on 30 days’ prior written notice to you.

21. CONSEQUENCES OF TERMINATION

21.1 On termination of the Contract for any reason:

• all licences granted under the Contract shall immediately terminate and you shall immediately cease all use of the Services and/or the Documentation;
• each of us shall return to the other party and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
• you shall immediately pay all outstanding sums due to us (with interest thereon, if applicable pursuant to clause 10.4) and such further sums that are due to us, which shall be payable immediately on delivery of our invoice to you.

21.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

21.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

22. SUSPENSION

22.1 Without prejudice to our right of suspension pursuant to clause 20, we shall also have the right to suspend the provision of the Services to you (including, without limitation, your access to the Dashboard) for such period as we shall determine, if:

• we suspect that your use of the Services is unlawful or that you have breached these Terms, whilst we investigate such concerns;
• your own terms and conditions or privacy policy in relation to Relevant Individuals are (or we suspect them to be) unlawful;
• you fail to respond fully and in a timely fashion to any request for information made by us in respect of a concern or complaint made to us by a Relevant Individual;
• you breach your own terms and conditions or privacy policy in relation to any Relevant Individual;
• you subject to an adverse finding of compliance by the Information Commissioner’s Office (or any equivalent authority in any other jurisdiction) or is subject to a current or pending investigation by any such body; or
• we determine (in our sole discretion) that there is any other reasonable cause for suspension.

22.2 Whilst we shall use our reasonable endeavours to provide you with prior notice of any suspension pursuant to clause 22.1, we shall have no liability to you if we fail or are unable to do so.

23. EVENTS OUTSIDE OUR CONTROL

23.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control), including (without limitation) disease epidemics or pandemics, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

23.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

• we will contact you as soon as reasonably possible to notify you; and
• our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

23.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us.

24. NON-SOLICITATION

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

25. COMMUNICATIONS BETWEEN US

25.1 When we refer to "in writing" in these Terms, this includes email.

25.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

25.3 A notice or other communication is deemed to have been received:

• if delivered personally, on signature of a delivery receipt;
• if sent by pre-paid first class post or other next working day delivery service, at 11.00 am on the second working day after posting; or
• if sent by email, at 9.00 am the next working day after transmission.

25.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

25.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

26. GENERAL

26.1 Assignment and transfer

• We may assign or transfer our rights and obligations under the Contract to another entity.
• You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

26.2 No partnership or agency. Nothing in Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

26.3 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

26.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

26.5 Rights and remedies. Except as expressly provided in these Term, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

26.6 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

26.7 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

26.8 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract (including non-contractual disputes or claims) to the exclusive jurisdiction of the English courts.