These Terms of Service were last updated on 11 December 2023.
1. About these Terms
1.1 These terms and conditions (“Terms”) set out the terms on which you can purchase the OneID services (the “Services”). You must accept these Terms for us to provide the Services to you. By purchasing our Services, you confirm that you accept these Terms and you become legally bound by them.
1.2 Please read these Terms carefully. These Terms tell you who we are and other important information. They describe how we sell our Services, set out your rights and responsibilities and tell you what to do if there is a problem. These Terms also limit our liability.
1.3 By engaging us to provide the Services, you are agreeing to these Terms. If you do not agree to these Terms, you must not purchase our Services.
1.4 Please note that we reserve the right to update, change or replace any part of these Terms at our sole discretion. However, the terms which apply to your order will be those in force at the time you submitted your order to us.
1.5 We will collect some personal data about your users or personnel in order to provide our Services (e.g. name, email address, payment details and delivery information). For information regarding how we process personal data, please see our privacy policy at https://oneid.uk/oneid-privacy-notice.
2. About us
2.1 We are OneID Limited and our registered address is 29 Wood Street, Stratford-upon-Avon, CV37 6JG. Our UK Companies House registration number is 11800511.
2.2 We are a registered account information service provider (“AISP”) with the UK Financial Conduct Authority and our firm reference number is 928911.
2.3 We are certified as an identity service provider and orchestration service provider by the Department of Science, Innovation and Technology under the Digital Identity and Attributes Trust Framework (“DIATF”).
2.4 We operate online bank-assured digital identity verification service to allow individuals to verify their identity by connecting to their bank via open banking and consenting to the sharing of certain information.
3. Provision and use of the Services
3.1 In consideration of the payment of the Fees by you we will make the Services available to you in accordance with these Terms for the duration and within the parameters agreed between us.
3.2 You shall comply with these Terms any time you use the Services.
3.3 We will use reasonable endeavours to ensure that the Services are available to you at all times, although we can't guarantee that the Services will be entirely error-free and uninterrupted. From time to time we will carry out emergency or planned maintenance and on other occasions there may be interruptions outside of our control such as a fault in a third party system or internet accessibility problems.
3.4 Except as expressly and specifically provided in these Terms: (a) the Services are provided "as is" and "as available" without warranty of any kind; and (b) 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 these Terms.
3.5 Whilst we provide the Services using a reasonable level of skill and care we cannot and do not promise that the Services shall always be accurate, sufficient, uninterrupted or error-free. We do not warrant, represent or undertake that the Services will be fit for any particular purpose or requirement; or satisfy any legal or regulatory requirement you have.
3.6 We reserve the right to (and accept no liability if we do) refuse, suspend or stop the use of all (or any part(s)) of the Services, at any time for non- or late payment or for business, security, operational, regulatory, legal, or any other reason including where we reasonably believe that: (a) you have caused or are likely to cause damage to the reputation or public perception of OneID; or (b) your conduct is inconsistent with having the intention or ability to comply with these Terms; or (c) you are subject to sanctions; or (d) if, for any other reason related to legal or regulatory requirements, it might be illegal for us to continue to operate and/or provide the Services to you.
4. Your obligations
4.1 You must:
4.1.1 only use the Services for your legitimate business purposes and at all times in accordance with these Terms;
4.1.2 comply with any restrictions we may impose from time to time regarding the Services;
4.1.3 comply with all applicable law;
4.1.4 provide any users of the Services with a clear and easily accessible contact mechanism to handle user problems or complaints and instructions to only contact us (askus@oneid.uk) in respect of any problem/complaint arising if, after diligently conducting your own internal investigations, you believe (reasonably and in good faith) that the problem/complaint has arisen due to an issue/error in the Services;
4.1.5 ensure that you obtain and maintain all consents, licences and permissions you may require to comply with your obligations under these Terms.
4.2 You must not:
4.2.1 use the Services in any way which directly or indirectly: (i) is defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) depicts sexually explicit images; (iii) promotes violence; (iv) is discriminatory based on race, gender, skin colour, religious belief, sexual orientation or disability; or (v) used in relation to cryptocurrency or similar technology; or (vi) is for the use or promotion of gambling; (vii) is for the use or promotion of gaming; or (viii) is otherwise unlawful, illegal, fraudulent, malicious or causes damage or injury to any person or property;
4.2.2 use the Services in any manner or for any purpose that misappropriates or otherwise infringes any intellectual property right or other right of any person;
4.2.3 remove any proprietary notices from any part of the Services or any materials provided or made available by us;
4.2.4 combine or integrate any part or element of the Services or our platform more generally with any software, technology, services, or materials which is not approved in advance in writing by us;
4.2.5 provide or allow access to the Services to any third party, except to the extent required for any subcontractor to carry out its obligations under its subcontract with you solely for your own internal business purposes and subject to the other provisions of these Terms;
4.2.6 use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other customers’ use of our services;
4.2.7 attempt to alter or decipher any transmissions to or from the servers running our platform or the Services (for example, by trying to break the encryption protecting those transmissions); nor
4.2.8 attempt, nor allow anyone, to use or access our platform or the Services: (i) to copy, distribute, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate our platform or related code; (ii) to create derivative versions of our platform of the Services; (iii) to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify our platform or the Services; (iv) to permit our platform to be combined with, or become incorporated in, any other programs or services; (v) in connection with any data mining, robots or other data gathering or extraction methods; or (vi) to hack, penetration test, fault find, analyse, tamper with, or in any way look to subvert or adversely affect the operation, code and/or functionality of our platform or the Services; nor (vii) for anything other than its intended purpose.
5. Fees
5.1 In order to use the Services you must purchase an annual volume of transactions up front (the “Package”) and pay the applicable fees for your Package in advance (the “Fees”). Once the Fees have been paid you will be able to use the Services and where your volume of transactions exceeds the Package purchase you will be permitted to continue using the Services conditional on you paying for any overages in arrears (the “Overages”).
5.2 Any Overages will be invoiced in arrears at the end of the annual period during which they were incurred.
5.3 We reserve the right to change out Fees from time to time and will notify you of any such changes by email or by posting details on our website. Such changes will not impact the cost of any pre-existing Packages but will apply to any future Packages or Overages.
6. Liability
6.1 Nothing in these Terms will exclude or limit a party’s liability: (a) for death or personal injury resulting from the negligence of that party; or (b) in respect of any fraud or any statements made fraudulently by or on behalf of that party; or (c) to the extent to which it is otherwise prohibited from being excluded or limited by law; or (d) in respect of Fees; or (e) in respect of the indemnities given hereunder.
6.2 To the fullest extent permitted by law, neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with these Terms.
6.3 Subject to clauses 6.1 and 6.2, our liability to you for all loss suffered or liability incurred by you arising from or in connection with these Terms or otherwise in relation to OneID, whether in contract, tort (including negligence), equity, for breach of statutory duty or otherwise, and whether or not reasonably foreseeable or within the reasonable contemplation of the parties, arising: (i) in relation to any particular transaction, will not exceed the fee we have charged you for that transaction; and (ii) in total and in the aggregate, in any calendar month, will be limited to a sum equivalent to the total of the Fees paid by you in that calendar month.
7. Indemnities
7.1 Each party (the "indemnifying party") shall indemnify the other party (the "indemnified party") from and against any final judgment by a court of competent jurisdiction, including reasonable legal fees, that any service, item or material provided by the indemnifying party under these Terms infringes the intellectual property or other proprietary rights of a third party. This indemnity shall not apply to: (a) the extent that any infringement could have been avoided by use of an updated version of the affected material provided by the indemnifying party; and (b) any user data relayed/received by OneID.
7.2 Where OneID is the indemnifying party it may at its sole option and expense: (i) procure for you the right to continue to use the affected item; (ii) replace or modify the affected item with a functionally equivalent item; or (iii) terminate these Terms with immediate effect.
7.3 You shall indemnify us from and against any losses, costs, expenses (including legal fees), liabilities, claims or counterclaims, damages, and disputes which are or will be suffered or incurred by us that arise out of or in connection with your relationship with a user (including where it relates to the provision of goods or services to a user, or use of user data provided by us to you via OneID).
7.4 You shall reimburse us for any costs and expenses (including legal fees) which are or will be suffered or incurred by us arising out of or in connection with any investigations into transactions which involve: suspected unauthorised, fraudulent or criminal activity by you or on your behalf or facilitated through your use of OneID; or, a breach of these Terms by you.
8. Changes or updates to the Services
8.1 We may change/update/replace any part or aspect of the Services and/or offer optional or additional features, from time to time to reflect changes in our business, technology and the industry, or where a change is necessary as a result of a change in law/regulation or is deemed necessary by any regulator or relevant governmental body (“Change”).
8.2 Where we make a Change that would: (a) result in the discontinuation of a material part of the Services; or (b) be a material adverse change or reduction to the technical performance capabilities of the Services and general functionality available, we will provide as much notice as we consider practicable in the circumstances (acting reasonably) and in any event, we shall give you no less than 1 months’ prior written notice. Where you do not give your consent to such changes, either of us may terminate our contractual relationship immediately by written notice to the other.
8.3 For all other Changes we shall give you as much notice as we deem reasonable depending on the nature and circumstances of the Change.
9. Termination
9.1 We may terminate our contractual relationship with you and discontinue your use of the Services for convenience at any time upon giving you 90 days’ notice in writing.
9.2 We may terminate our contractual relationship with you and discontinue your use of the Services with immediate effect by giving you written notice if you:
9.2.1 commit a material breach of these Terms where such breach is irremediable or (if such breach is remediable) you fail to remedy the breach within 30 days of being notified in writing to do so;
9.2.2 become insolvent;
9.2.3 fail to pay when due any Fees payable pursuant to these Terms.
10. Monitoring, assistance and stats
10.1 We may monitor usage of the Services at any time for any reason.
10.2 To ensure the proper operation of OneID, we may at any time, on reasonable notice (unless we consider that immediate action is required), audit or investigate your use of the Services and/or compliance with these Terms.
10.3 If any audit/investigation or monitoring is undertaken by us, or a complaint or claim is raised with us by a user, identity provider or regulator, related to your access or use the Services then you must promptly provide all information and support reasonably requested by us regarding the investigation and resolution of that matter.
10.4 Except as provided for by applicable law(s), you agree that nothing in these Terms will prevent or limit us from creating, using, disclosing and exploiting aggregated data and information of any sort relating to and/or resulting from any use of the Services which is aggregated and either anonymous or de-personalised.
11. Data Protection
11.1 Our collection, use and processing of user personal data for the provision of the Services is governed by our individual privacy notice referenced above. You may view the same, and any amendments made to it at: https://oneid.uk/oneid-privacy-notice.
11.2 We agree that each of us shall act as an independent controller of the personal data we each process in relation to the Services.
11.3 Each of us and you shall comply with our respective obligations under applicable law and we are each responsible for our own such compliance.
12. Intellectual Property
12.1 The intellectual property rights in the Services and in any text, images, logos, software or other information or material submitted to or accessible from the our platform are owned by us and our licensors.
12.2 We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners of them and are free to use them as we see fit.
12.3 Nothing in these Terms grants you any legal rights in our platform or the Services other than as necessary for you to access these.
12.4 You may only use any trade marks or trade names that are displayed on our platform and via our Services without express written permission and in accordance with our brand guidelines which are available on request.
13. Confidentiality
13.1 For the purposes of these Terms, “confidential information” means all information designated as confidential or otherwise of a confidential nature which one of us (the “disclosing party”) provides to the other (the “receiving party”), but excluding any information that: (a) is or becomes publicly available, except by breach of these Terms; (b) is disclosed to the receiving party by a third party without restriction and the receiving party reasonably believes the third party is legally entitled to disclose such information on that basis; (c) was known to the receiving party without restriction prior to its receipt from the disclosing party; (d) is disclosed with the disclosing party’s prior written consent; and/or (e) is independently developed by the receiving party without reference to the disclosing party’s confidential information.
13.2 Each of us when acting as a receiving party undertakes that:
13.2.1 to the extent we come into possession of the disclosing party’s confidential information in connection with these Terms, we will use that confidential information solely for the purposes of and as contemplated by these Terms, and will not use such confidential information for our own benefit nor disclose it to any third party without the disclosing party’s prior written consent, except that we may disclose confidential information to our suppliers to allow us to provide our products and services, and to our professional advisers, on terms of confidentiality equivalent to those set out herein;
13.2.2 we will carry out our obligations hereunder using the same degree of care that is used in protecting our own proprietary information, but always with at least a reasonable degree of care.
13.3 Each of us may disclose confidential information to the extent required to do so by law or regulation or the rules of any stock exchange save that, in such circumstances, that we will (except to the extent prohibited by law) promptly inform each other and will: (i) co-operate with that the other contesting the requirement and/or seeking a protective or other appropriate remedy; and (ii) use all reasonable endeavours to minimise the extent of the disclosure and ensure that any information which is required to be disclosed is held in confidence by the person/entity to whom it is disclosed.
14. General
14.1 Either party may subcontract any of its obligations under these Terms but will remain liable for all subcontracted obligations and its subcontractors' acts or omissions in performance of the same. Other than that, neither party may transfer or assign these Terms or any of its rights and obligations under these Terms without the other party's prior written consent (not to be unreasonably withheld, qualified or delayed) except that either party may assign/novate these Terms in their entirety to a successor in interest that is of good financial standing and has sufficient operational capability to carry out its obligations under these Terms without requiring such consent but on advance written notice in the event of a reorganisation, merger, consolidation or sale of all or substantially all of its assets or business. The other party agrees to enter into such documentation as may be necessary to effect any such assignment/novation.
14.2 No delay or failure to exercise a right under these Terms prevents the exercise of that or any other right on that or any other occasion.
14.3 Each provision of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
14.4 The parties are independent contracting parties. Nothing in these Terms is intended to make either of them a joint venturer, partner, agent or fiduciary of the other nor grant any rights to, and these Terms are not intended to operate for the benefit of, third parties.
14.5 These Terms contain the entire understanding of the parties about the subject matter referred to in these Terms to the exclusion of all previous agreements, understandings, correspondence or commitments between the parties or any third parties purporting to represent them. You acknowledge that in entering into these Terms you have not relied on any representations made by us or any other entity, whether oral or written, that are not contained in these Terms.
14.6 These Terms may only be varied as provided for herein and you may not seek unilaterally to impose new, additional or altered payment terms upon us (whether through purchase orders or otherwise), and you agree that any attempt to do so shall be void and of no effect.
14.7 In interpreting these Terms: (a) any reference to “includes”, “including” or derivatives of them means “including but not limited to”; (b) the singular includes the plural and vice versa; (c) a reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and (d) reference to writing or written includes email.
14.8 These Terms, their subject matter and formation, are governed by English law. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
