General Conditions

1 DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in these General Conditions .

1.1 Definitions

Additional Services: additional services to be provided by VerifyEd to the Client as detailed on the Client’s -Institutional Settings;

Agreement: this Agreement granting the Client the right to use the services provided by the Platform and the provision by VerifyEd of any Additional Services as specified on the Client’s Institutional Settings Page inconsideration for payment of the Fees and comprising the following:

(1) These General Conditions;

(2) Schedule1 to these General Conditions – the Data Processing Agreement:

Annual Term(s): as detailed on the Client’s Institutional Settings;

Client: the person or firm who purchases the Services from VerifyEd;

Client’s Institutional Settings: means that part of the Platform to which the Client logs in, which sets out the detailsof and enables the Client to manage their subscription;

Client Materials: all documents, information, items and materials including any Intellectual Property Rights in any form, whether owned by the Client or a third party, which are provided by the Client to VerifyEd and/or uploaded onto or through the Platform in connection with the Services;

Credential: a digital certificate issued using blockchain technology confirming a Profile User’s achievement, recognition and/or qualification

Credential Issuing Limit: means the maximum number of Credentials that the Client is able to issue in any Annual Term, as shown on the Client’s Institutional Settings;

Fees: the fees for the use of the Platform and for any Additional Services as detailed onthe Client’s Institutional Settings;

Initial Term: as stated on the Client’s Institutional Settings;

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, 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;

Order(s): the Client’s request(s) made via VerifyEd’s Websites or Platforms for the right to use the services provided by the Platform and the provision by VerifyEd of any Additional Services which are set out on the Client’s Institutional Settings;

Payment Terms: the terms for payment as set out on the Client’s Institutional Settings;

Platform: the online platform provided by VerifyEd for the issuance of secure blockchain Credentials on behalf of clients that wish to award Credentials and certificates to Profile Users and the curation of a lifelong learning ledger for Profile Users;

Profile Users: individuals who access the Platform to view Credentials that relate to them;

Services: the services that VerifyEd provide through the Platform, access to the Platform by the Client to use those services and any Additional Services purchased by the Client;

Special Conditions: any special conditions specified on the Client’s Institutional Settings;

Start Date: the start date stated on the Client’s Institutional Settings;

Term: the Initial Term together with all Annual Terms (if any);

VerifyEd: VerifyEd Ltd, Towngate House, 2-8 Parkstone Road, Poole, Dorset,BH15 2PW, registered in England and Wales with company no. 12034346. VAT no.123 4766 2;

VerifyEd’s Website(s): the websites owned and run by VerifyEd at https://www.verifyed.io/ and https://app.verifyed.io/.

1.2 Interpretation:

(a) Unless expressly provided otherwise in this Agreement, reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

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2. Basis of Agreement

2.1 The Client will create and submit their Order on the Platform by selecting the number of Credentials that they wish to subscribe to issue annually. Where the number of Credentials that they wish to be able to issue is 950 or fewer, the Client will complete their Order submitting their credit card details and purchasing the subscription. Where the number of Credentials that the Client wishes to be able to issue annually is more than 950, VerifyEd will quote the Client for the cost of such a subscription and the Client shall complete their Order by sending payment for the subscription via credit card or on payment of an invoice.

2.2 The Order constitutes an offer by the Client to purchase a subscription to use the Services in accordance with these General Conditions.

2.3 The Order shall only be deemed to be accepted when VerifyEd confirms the Client’s subscription on the Client’s Institutional Settings at which point and on which date the Agreement shall come into existence (Commencement Date).

2.4 Any descriptive matter or advertising issued by VerifyEd, and any descriptions or illustrations contained in VerifyEd's marketing materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.

2.5 These General Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.6 Any quotation given by VerifyEd shall not constitute an offer, and is only valid for a period of 30 calendar days from its date of issue.

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3 PROVISION OF THE PLATFORM

3.1 Conditional upon payment of the Fees and compliance with this Agreement, VerifyEd grants the Client during the Terma non-exclusive and non-transferable subscription to use the Platform and the Additional Services provided by VerifyEd only for educational purposes relating to Profile Users.

3.2 The rights granted to the Client do not include any transfer of title. VerifyEd retains ownership of the Platform and all intellectual property rights relating to the Platform. Except as otherwise expressly provided under this Agreement, the Client shall only use the Platform and the Additional Services in connection with the education, training and recognition of the achievements of Profile Users and shall have no right to:

(a) transfer, assign or sublicense its rights to any other person or entity, and the Client acknowledges that any such attempted transfer, assignment, or subscription shall be void;

(b) make error corrections to or otherwise modify or adapt the Platform or create derivative works based upon the Platform , or permit third parties to do the same;

(c) copy, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such thing except to the extent that such actions cannot be prohibited by law because they are essential for the purpose of achieving interoperability of the Platform with other applications;

(d) use or permit the Platform to be used to perform services for third parties without the express written authorisation of VerifyEd or otherwise in a manner not permitted by this Agreement; or

(e) disclose, provide or otherwise make available trade secrets contained within the Platform in any form to any third party without the prior written consent of VerifyEd.

3.3 VerifyEd shall use reasonable skill and care in the supply of the Platform and the Additional Services in accordance with this Agreement but does not warrant any specific levels of service or that use of the Platform will be uninterrupted or error-free.

3.4 VerifyEd reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform however the Platform shall retain functionality as is required to issue Credentials.

3.5 The Client agrees and accepts that the functional elements of the Platform will be hosted and maintained by VerifyEd (or third party service providers) and accessed by the Client using the internet to relevant servers.

3.6 VerifyEd may permit Profile Users and others to access the Platform in its absolute discretion, subject to the terms of use agreed by them when setting up user accounts for the Platform. VerifyEd has no liability for access by Profile Users or any other users or for any content uploaded by them to the Platform

VerifyEd reserves the right to audit the Client’s use of the Platform and to include means within the Platform to limit the use of the Platform to the permitted number of authorised Client users, Profile Users, Credentials, or other use limitations as specified in this Agreement and/or the Client’s Institutional Settings Page .

3.7 Subject to clause 3.8 in the event that the Client attempts to issue any Credential beyond their agreed Credential Issuing Limit the Platform will present the Client with the option to:

(i) pay via credit card or bank transfer (at VerifyEd’s discretion) the overage sum for each additional Credential they issue beyond their Credential Issuing Limit; or

(ii) select a new Credential Issuing Limit on the Platform. To proceed the Client will be required to pay the difference between the Fees they have already paid for their previous Credential Issuing Limit (if any) and the Fees that apply to the new Credential Issuing Limit via a credit card or bank transfer (at VerifyEd’s discretion). The revised Credential Issuing Limit shall be the Issuing Limit that the Client’s subscription shall renew at in accordance with clause 12.1;

and the Client will be required to action either(i) or (ii) above in order to issue any further Credentials during the then current Annual Term.

3.8 Where the Client is increasing their Credential Issuing Limit to over 950 Credentials annually VerifyEd will quote the Client for the cost of a subscription on this basis and, where the Client wishes to proceed with this quote, it shall purchase the subscription from VerifyEd over the telephone or email. The revised Credential Issuing Limit shall be the Issuing Limit that the Client’s subscription shall renew at in accordance with clause 12.1

3.9 If the Client wishes to increase its Credential Issuing Limit or the number of users authorized to use the Platform at any time it may do so through the Platform or directly with VerifyEd and the relevant revised Credential Issuing Limit shall be confirmed in the Client’s Institutional Settings once the revised subscription has been purchased. The revised Credential Issuing Limit shall be the Credential Issuing Limit that the Client’s subscription shall renew at in accordance with clause 12.1

3.10 Where the Client’s Credential Issuing Limit and/or tier has been increased/upgraded the Credential Issuing Limit and/or tier can not be downgraded even if there is a subsequent reduction in the number of Credentials issued. VerifyEd may allow a decrease in Credential Issuing Limit and/or tier on renewal of the Initial or Annual Term.

3.11 VerifyEd may collect and analyse VerifyEd’s technical logs, account and login information, and other data about Client’s use of the Platform such as frequency of logins, number of Profile Users, Credentials and issuances, feature usage and engagement (“Usage Data”). VerifyEd uses Usage Data to:

(a) review trends and performance;

(b) improve the Platform and develop new functionality and products; and

and Usage Data shall not be deemed to be Confidential Information owned by or in relation to the Client.

4 CLIENT OBLIGATIONS

4.1 The Client shall:

(a) pay all Fees and any additional charges in accordance with this Agreement;

(b) be responsible for connectivity to its network and the internet;

(c) ensure that VerifyEd has access to relevant information and promptly provide VerifyEd with all assistance, directions, instructions or information, reasonably required by VerifyEd to supply access to the Platform and the Additional Services;

(d) accept sole responsibility for all content and information provided by it to VerifyEd (for which VerifyEd has no liability) and warrants and represents the accuracy and completeness of such information;

(e) use the Platform and the Additional Services for legitimate business purposes, in compliance with all applicable laws and regulations;

(f) holdall necessary approvals, consents, rights and permissions and/or obtain and maintain all necessary approvals, consents and permissions from any relevant authority or third party required in order for it to use the Platform, the Additional Services and any Client Materials the Client seeks to use in or on the Platform or in relation to the Services; and

(g) comply with all applicable data protection laws and regulations in relation to the provision of information to VerifyEd and the Client’s use of the Platform and the Additional Services.

4.2 If either, VerifyEd's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation, or the Client breaches clause 4.1 at any time (Client Default):

(a) without limiting or affecting any other right or remedy available to it, VerifyEd shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays VerifyEd's performance of any of its obligations;

(b) VerifyEd shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from VerifyEd's failure or delay to perform any of its obligations as set out in this 4.2; and

(c) the Client shall reimburse VerifyEd on written demand for any costs or losses sustained or incurred by VerifyEd arising directly or indirectly from the Client Default.

4.3 For the avoidance of doubt any breach of clause 4.1(d),(e), (f) or (g) by the Client shall be deemed to be a material breach of contract.

5 FEES, INVOICING &PAYMENT

5.1 The Fees payable for the Platform and Additional Services and the applicable Payment Terms shall be specified in the Client’s Institutional Settings and such Fees shall be payable in accordance with the Payment Terms without any set off or deduction.

5.2 If the Client is paying by credit card, the Client authorizes VerifyEd to charge its credit card or bank account for all Fees payable during the Term (including, for the avoidance of doubt for all renewals). The Client further authorizes VerifyEd to use a third party to process payments, and consent to the disclosure of its payment information to such third party.

5.3 If the Client is paying by invoice, Verify Ed will invoice the Client no more than 30 days before the beginning of the Start Date and each subsequent anniversary of the Start Date.

5.4 VerifyEd may apply additional fees and charges, including surcharges for payment methods, taxes and duties.

5.5 If any amount due remains unpaid for 30 days or more, the Client shall pay interest on the amount overdue until VerifyEd has received payment in full and additional administration costs (both before and after judgment) on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.6 Unless expressly stated otherwise, all amounts payable under this Agreement (including without limitation the Fees) are exclusive of Value Added Tax , Goods and Service Tax or any other relevant service tax which the Client shall pay in addition, if applicable. If requested, VerifyEd will render a valid tax invoice to the Client.

5.7 VerifyEd may increase or vary the Fees to take effect at any anniversary of the Start Date. VerifyEd will notify the Client at least thirty (30) days in advance of the relevant anniversary. If the Client does not agree to this increase or variation it shall cancel its subscription on the Platform to take effect at the end of the then current Annual Term otherwise the Fees shall apply at the revised rate on the anniversary of the Start Date as per the notice.

5.8 Without prejudice to VerifyEd’s other rights under this Agreement, VerifyEd:

(a) reserves the right to suspend the use by the Client of the Platform if the Client fails to pay any Fees by the due date; and

(b) is entitled to set off or withhold any amount owed to the Client under this Agreement against any amount payable by the Client to VerifyEd.

5.9 Unless otherwise stated in this Agreement all Fees are non-refundable.

6 INTELLECTUAL PROPERTY

6.1 All Intellectual Property Rights in the Platform and Additional Services shall remain owned by VerifyEd (including all improvements, enhancements, updates and corrections).

6.2 Each party retains ownership of its trade marks and, save as otherwise permitted by this Agreement, neither party shall copy, alter, use or otherwise deal in the other party’s marks without prior written consent of the other party.

6.3 VerifyEd shall be entitled to refer to use of the Platform by and supply of Services to the Client and include the Client’s trademarks in VerifyEd’s marketing activities.

6.4 The Client grants VerifyEd a fully paid up, non-exclusive, royalty-free, non-transferable, perpetual licence to use, copy and modify the Client Materials for the purpose of providing the Services to the Customer and/or for the provision of services to any Profile User.

6.5 The Client warrants that the receipt and use of Client Materials in the performance of this Agreement by VerifyEd, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.

7 THIRD PARTIES

7.1 VerifyEd may engage third parties to provide services in relation to the Platform. The Client consents to the involvement of such third party suppliers and any arrangements entered into by VerifyEd with them.

7.2 VerifyEd may permit access to the Platform by recruitment agencies or other entities interested in recruiting, employing or engaging Profile Users, without obtaining any consents from the Client or Profile Users. The Profile Users are solely responsible for making the appropriate public or private settings in their profiles to make available their personal details or anonymise the information related to their Credentials, as they decide.

7.3 VerifyEdmay permit the Platform to accept content from third parties (Third Parties), as authorised by the Client or by Profile Users (Third Party Content). VerifyEd is not responsible for Third Party Content or for any reliance Clients make upon the information or statements conveyed by Third Parties or in relation to dealings with Third Parties, nor is VerifyEd responsible for the accuracy of any advertisements or marketing provided by Third Parties.

8 DATA PROCESSING

8.1 VerifyEd shall comply with the data processor terms set out in Schedule 1 in relation to the processing of personal data by VerifyEd on behalf of the Client. VerifyEd shall also process personal data in accordance with its privacy notice available at https://www.verifyed.io/privacy-notice.

9 CONFIDENTIALITY

9.1 Each party (Recipient) shall keep confidential and not disclose to any third party or use any information provided to it by the other party (Discloser)or Discloser’s representatives concerning Discloser’s trade secrets or business dealings, methods of business, clients, customers, suppliers, market information, transactions, plans or affairs (Confidential Information) other than information that the Recipient can establish:

(a) was in the public domain at the time it was disclosed or subsequently comes into the public domain (other than as a result of a breach of this Agreement);

(b) was already in the possession of Recipient when received by it, without having been acquired (directly or indirectly) from Discloser;

(c) was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation; or

(d) is required to be disclosed by law or regulation, or to any court or tribunal or to any governmental or regulatory authority.

9.2 Recipient may use Discloser’s Confidential Information and may disclose such Confidential Information to its personnel and advisors to the extent necessary to exercise its rights and perform its obligations under this Agreement provided such personal and advisors are subject to confidentiality obligations to Recipient and is informed of the obligations in relation to the Confidential Information under this Agreement.

9.3 If Recipient is required to make a disclosure under clause 9.1(d), Recipient must:

(a) to the extent possible, notify Discloser if it anticipates that it may be required to disclose any of Discloser’s Confidential Information; and

(b) only disclose Discloser’s Confidential Information to the extent necessary to comply.

9.4 The obligations under this clause continue in full force and effect after this Agreement ends.

10 LIABILITY

10.1 VerifyEd does not guarantee or warrant any specific results from or service levels relating to the use of the Platform or the Additional Services.

10.2 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

10.3 This clause 10 sets out the entire liability of each party to the other (whether arising in contract, tort(including negligence), misrepresentation, restitution or otherwise) pursuant to this Agreement including for:

(a) any breach of the terms of this Agreement or any terms set out on the Client’s Institutional Settings;

(b) the supply and use of the Platform and supply of Additional Services.

10.4 Except in respect to death or personal injury, fraud or fraudulent misrepresentation, any other liability which may not be excluded by law, and the indemnities set out in clause 11.2 of this Agreement (for which no limit applies):

(a) save where clause 10.5 applies, the total aggregate liability of VerifyEd to the Client under clause 11.1 shall be limited to the sum of £1,000,000;

(b) the aggregate liability of each party to the other in respect of any other claim or series or related claims, shall not exceed the Fees paid or payable by the Client to VerifyEd under this Agreement in the twelve (12) month period immediately prior to the liability arising; and

i loss of opportunity or contracts; or

ii loss or degradation of data; or

iii loss of revenue or profits; or

iv loss of goodwill; or

v any special, indirect or consequential losses.

10.5 Except in respect to death or personal injury, fraud or fraudulent misrepresentation, any other liability which may not be excluded by law and subject to clause 10.4(c), where the Client has entered into a free subscription for and/or is using or has used the Services for free (having not paid any fees to VerifyEd for doing so) VerifyEd limits its total aggregate liability to the Client under clause 11 to the sum of £150.00.

11 INDEMNITIES

11.1 Subject to clause 10.5, VerifyEd shall defend the Client, at VerifyEd’s expense, against any claims made or brought against the Client by a third party alleging that the Client’s use of the Platform or any Additional Services infringes any Intellectual Property Rights, and shall indemnify the Client against all liabilities, costs (including reasonable legal costs), damages and losses finally awarded by a court of competent jurisdiction or agreed to in a written settlement agreement signed by VerifyEd in connection with such claims.

11.2 The Client shall indemnify VerifyEd against all liabilities, costs, expenses, damages and losses (including reasonable legal costs) suffered or incurred by VerifyEd in relation to any claims brought against VerifyEd by a third party in relation to:

(a) the information provided by the Client to VerifyEd;

(b) the Client’s use of the Platform and the Additional Services;

(c) misuse of the Platform and the Additional Services whether by the Client or any third party (whether authorised by the Client or as a result of any neglect or lack of care in the management of the Client’s user accounts on the Platform); and

(d) VerifyEd’s use of the Client Materials and/or the Client’s use of the Client Materials through the Platform and/or Services.

11.3 If either party(Indemnifying Party) is required to indemnify the other party (Indemnified Party) under this clause 11, the Indemnified Party shall:

(a) notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely(Claim);

(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the Claim, provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;

(c) provide the Indemnifying Party with such reasonable assistance regarding the Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of any costs incurred by the Indemnified Party; and

(d) not, without prior consultation with the Indemnifying Party, make any admission relating to the Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

11.4 If the use of the Platform or any Additional Services is, or in VerifyEd’s sole opinion is likely to become, subject to a claim as specified in clause 11.1, VerifyEd shall be entitled to:

(a) replace the Platform or the Additional Services, as relevant, with functionally equivalent non-infringing technology;

(b) obtain a licence for Client’s continued use of the Platform or the Additional Services, as relevant; or

(c) terminate this Agreement and refund the Client for any Fees that have been paid in advance for the remainder of the relevant term, calculated from the date of termination.

11.5 The Client shall have no claim under the indemnity set out at clause 11.1 to the extent that the infringement arises from:

i) the use of the Client Materials in the delivery of the Services and/or Platform; and

ii) any input made by the Client onto or through the Platform.

12 TERMINATION

12.1 This Agreement shall continue for the Initial Term shall auto renew at the end of the Initial Term and each Annual Term until validly terminated through the Platform (save where clause 12.3 applies to the Client) or terminated pursuant to clause 12.3.

12.2 Save where clause 12.4 applies, where the Client chooses to terminate this Agreement through the Platform it may do so at any time and the termination will take effect at the end of the then current Annual Term.

12.3 Either party may terminate this Agreement immediately by written notice to the other party, if the other party:

(a) has not remedied a material breach of this Agreement that is capable of remedy after being given 28 days’ notice of the breach;

(b) has committed a material breach of this Agreement that is incapable of remedy;

(d) suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts, or reasonably appears unable to pay its debts;

(e) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or

(f) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

12.4 Where the Client has subscribed to the Enterprise tier (as identified on the Client’s Institutional Settings) any notice to terminate under 12.1 must be provided directly to VerifyEd via email within the timescales set.

12.5 Upon termination of this Agreement:

(a) the Client must pay for all outstanding Fees and amounts payable under this Agreement; and

(b) provided the Client has complied with sub-clause (a) above, the Client shall have access to view their information on the Platform for the period of 30 days from the date of termination. Except in relation to the obligations of confidentiality and those set out in Schedule 1, VerifyEd shall have no obligations to the Client in relation to such access whether under this Agreement or otherwise. For the avoidance of doubt Profile Users will be able to access their information on the Platform for the lifetime of the Platform notwithstanding any termination of this Agreement by either Party.

12.6 The parties acknowledge that any accrued rights shall not be affected and shall survive as necessary for enforcement and discharge of any continuing obligations and liabilities.

13 DISPUTE RESOLUTION

13.1 If any dispute arises between Client and VerifyEd in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice)which:

(a) includes or is accompanied by full and detailed particulars of the Dispute; and

(b) is delivered within 14 days of the circumstances giving rise to the Dispute first occurring.

13.2 Within14 days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of Client and VerifyEd must meet and seek to resolve the Dispute.

13.3 A party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause, provided that nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

13.4 Despite the existence of a Dispute, the parties must continue to perform the irrespective obligations under this Agreement and any related agreements, unless otherwise permitted by this Agreement.

14 FORCE MAJEURE

14.1 Except in relation to payment of Fees, neither party shall be liable for any failure or delay to performance of obligations under this Agreement if such failure or delay results from any cause that is beyond the reasonable control of that party including cyberattacks, power failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

14.2 In the event that any party cannot perform their obligations hereunder as a result of force majeure for a continuous period of 2 months, either party may at its discretion terminate this Agreement by written notice at the end of that period.

15 General

15.1 Interpretation. Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:

(a) capitalised terms used in the Key Terms have the same meaning in these General Conditions;

(b) the singular includes the plural and the opposite also applies;

(d) a reference to a clause refers to clauses in this Agreement;

(e) a reference to legislation is to that legislation as amended, re enacted or replaced, and includes any subordinate legislation issued under it;

(f) mentioning anything after “includes”, “including”, or similar expressions, does not limit anything else that might be included;

(g) a reference to a party to this Agreement or another agreement or document includes that party and anyone else that might be included;

(h) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

(i) a reference to information is to information of any kind in any form or medium; formal or informal, written or unwritten, for example, computer software or programs, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets; and

(j) a reference to £ or pounds or GBP, is a reference to Great British Pounds Sterling.

15.2 Relationship. The relationship of the parties to this Agreement does not form a joint venture, partnership, employment, trust or agency.

15.3 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement, provided that this clause does not affect a right or remedy of a person which otherwise exists or is available.

15.4 Waiver. No clause of this agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.

15.5 Further Action. Each party must do anything reasonably necessary (including executing agreements and documents) to give full effect to this Agreement, including in connection with any claim or proceedings brought against a party as a result of any breach of this Agreement.

15.6 Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

15.7 Variation.

VerifyEd may modify any part or all of the Agreement by posting a revised version on VerifyEd’s Website [https://www.verifyed.io/]. The revised version will become effective and binding the next business day after it is posted. VerifyEd will provide the Client notice of this revision by email. If the Client does not agree with a modification to the Agreement, the Client must notify VerifyEd in writing within thirty (30) days after VerifyEd sends notice of the revision. If the Client gives VerifyEd this notice, then its subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until the next anniversary of the Start Date, after which the current terms posted on VerifyEd’s Websites will apply. However, if VerifyEd can no longer reasonably provide the subscription to the Client under the terms prior to modification (for example, if the modifications are required by law or result from general service changes), then the Agreement will terminate upon VerifyEd’s notice to the Client and VerifyEd will promptly refund any prepaid but unused Fees covering use of the Platform and/or Additional Services after termination.

15.8 Assignment. VerifyEd may assign or subcontract its obligations under this Agreement. Client may only assign or otherwise create an interest in their rights under this Agreement with the written consent of VerifyEd.

15.9 Notices. All notices, permissions and approvals under this Agreement shall be in writing sent to the other party to the address details specified in this Agreement and/or the contact details on the Client’s Institutional Settings and will be deemed to have been given upon:

(a) personal delivery;

(b) thesecond Business Day after posting using special delivery or other trackeddelivery method; or

(c) except for notices of termination or an indemnity claim which can only be sent by personal delivery or by special or tracked delivery, the first Business Day after sending by email.

Business Day means Monday to Friday excluding any day that is a bank or public holiday in England and Wales.

15.10 Governing Law. Any dispute or claim arising out of or in connection with this Agreement, or its subject matter or formation (including non-contractual disputes) shall be governed by the laws of England and Wales. The parties agree the courts in England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

SCHEDULE 1
Data Processor Agreement

In this Schedule:

(a) Data Protection Laws means any and all legislation relating to Personal Data and all other laws, regulations, and other legal requirements in force from time to time which apply to a party relating to the use, collection, retention, storage, security, disclosure, transfer, disposal, and other Processing of any Personal Data (including, without limitation, the Data Protection Act 2018 and the UK GDPR as defined in the Data Protection Act 2018, the General Data Protection Regulation (2016/679/EU) and the Privacy and Electronic Communications (EC Directive) Regulations 2003. implementing European Directive 2002/58/EC;

(b) Personal Data means personal data (as defined by the Data Protection Laws) relating to Profile Users;

(c) EU Personal Data means Personal Data relating to any data subjects located in the European Union

(d) Process, Processed and Processing have the meaning given to it in the Data Protection Laws;

(e) Personal Data Breach has the meaning given to it in the Data Protection Laws.

1 Data Protection and use of Personal Data

1.2 The provisions of this Schedule shall apply where VerifyEd Processes Personal Data(including EU Personal Data) under the terms of this Agreement.

1.3 The parties agree to comply with their respective obligations under the Data Protection Laws in relation to Personal Data and shall not cause the other Party to be in breach of their obligations under the Data Protection Laws. Notwithstanding the foregoing, Client acknowledges and agrees that:

(a) It is responsible for securing permission in accordance with Data Protection Laws for the appointment of VerifyEd to provide the Platform and the Additional Services and to enable VerifyEd to Process Personal Data (including EU Personal Data) on Client’s behalf when providing the Platform and the Additional Services or otherwise identifying and relying upon a lawful basis for processing the Personal Data(including EU Personal Data) in accordance with applicable laws; and

(b) VerifyEd is reliant on Client for written instruction regarding the extent to which VerifyEd is entitled to Process Personal Data on Client’s behalf.

1.4 Where VerifyEd Processes Personal Data (including EU Personal Data) supplied by Client or Client’s representatives, Client acts as the data controller and Verify Ed acts as a data processor as those terms are defined in Data Protection Laws. A description of the data processing activities is set out in Section 2 of this Schedule.

1.5 The parties acknowledge that VerifyEd may receive Personal Data directly from Profile Users who add further details to their profile on the Platform, including uploading further certificates and Credentials. In relation to such Personal Data, VerifyEd acts as a data controller for the purposes of providing the Platform to the relevant Profile User.

1.6 VerifyEd undertakes, to the extent that VerifyEd Processes Personal Data on Client’s behalf pursuant to this Agreement:

(a) to Process Personal Data only in accordance with this Agreement and any other specific instructions of the Client in writing or if required to do so by law;

(b) to promptly notify Client if an instruction from Client, in VerifyEd's reasonable opinion, breaches Data Protection Laws or could cause Client or VerifyEd to be in breach of Data Protection Laws (and VerifyEd may in its discretion choose not to comply with any such instruction);

(c) to ensure that persons engaged by VerifyEd to Process Personal Data on Client’s behalf will be subject to contractual confidentiality obligations;

(d) not to disclose Personal Data to any third party except in accordance with this Schedule or in accordance with Client’s written instructions;

(e) subject to the provisions of this Schedule, to provide reasonable assistance to Client in relation to Client’s obligations under Data Protection Laws regarding the exercise of data subjects' rights, subject to an administrative charge of £150 per information request (relating to a maximum of one data subject) that VerifyEd deals with. Should VerifyEd receive any direct requests from data subjects regarding the exercise of their rights in respect of the Processing of Personal Data that VerifyEd carry out on Client’s behalf, VerifyEd shall inform Client as soon as reasonably practicable after becoming aware of such a request and shall not(unless it is required to do so by Data Protection Laws) respond to such request;

(f) to provide reasonable assistance to Client in meeting Client’s obligations under Data Protection Laws with respect to data security, breach notification, data protection impact assessments and prior consultation with a relevant supervisory authority, taking into account the nature of the Processing and the information available to VerifyEd;

(g) to notify Client of any sub-processors engaged by VerifyEd to Process Personal Data on VerifyEd's behalf and Client acknowledges and agrees that for the purposes of Data Protection Laws, Client’s acceptance of this Schedule shall operate as a general authorisation to the appointment of those sub-processors referred to in this Schedule and any further sub-processors notified to Customer, unless Client reasonably objects to the appointment of any further sub-processors;

(h) to use reasonable endeavours to ensure that any sub-processor engaged in the Processing of Personal Data for the purposes of the Services, is obliged to act in accordance with Data Protection Laws;

(i) at Client’s choice or as otherwise specified in this Agreement, to securely destroy or return all relevant Personal Data to Client on termination of this Agreement, and delete all existing copies of the relevant Personal Data, unless required to retain copies by law;

(j) to implement sufficient and appropriate technical and organisational security measures to protect the Personal Data against unauthorised or unlawful Processing or its accidental loss, destruction or damage, ensuring in each case, a level of security appropriate to the risk in accordance with Data Protection Laws;

(k) not to transfer or store Personal Data collected within the United Kingdom outside the United Kingdom, and not to transfer or store EU Personal Data outside the European Economic Area without appropriate data transfer arrangements being implemented in accordance with Data Protection Laws;

(l) to provide such information as is reasonably necessary to enable Client to verify VerifyEd's (and each sub-processor's) compliance with this Schedule, including allowing for audits of VerifyEd, subject to prior reasonable notice, and any third party representative of Client that undertakes such audit entering into confidentiality undertakings in terms reasonably acceptable to VerifyEd.

1.7 The parties acknowledge and agree that the Platform includes a process to enable the Client to deal with any information requests from data subjects relating to the information processed as part of the Platform. However, if Client requires VerifyEd’s assistance in relation to such information requests, VerifyEd's charge for doing so is asset out in paragraph 1.6(e).

1.8 Each party shall notify the other without undue delay if it becomes aware of or suspects a Personal Data Breach which may affect or involve the Personal Data Processed under the terms of this Agreement and shall provide all reasonable cooperation to the other party in relation to the same.

2 Description of Processing activities

Subject matter of the Personal Data Processing:

Processing of Personal Data to the extent necessary for the provision of the Platform and the Additional Services.

Duration of the Personal Data Processing:

For the duration of the provision of the Platform and the Additional Services.

The nature and purpose of the Personal Data Processing:

Processing to the extent necessary in the provision of the Platform and Additional Services to Client by VerifyEd.

The type of Personal Data Processed:

Profile User name

Profile User email address

Profile User certificates and Credentials

The categories of data subject:

Profile Users

Sub-processors engaged by VerifyEd at the date of this Agreement:

● Mixpanel for product improvements and research

● Hotjar to understand usability of the website

● Google Analytics to monitor usage of the website and app

● SendGrid to send system triggered emails

● Hubspot as a Sales and Marketing CRM

● Typeform for surveys / research

● AWS for hosting

● UsabilityHub for user research

● Webflow for the website form which is connected through Zapier to Slack and email (hello@verifyed.io which is managed through Gsuite)

● Sentry for automatic error logging

● Trevor for product usage insights

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