These Terms govern
in a legally binding way. Capitalised words are defined in the relevant dedicated section of this document.
The User must read this document carefully.
This Application is provided by:
These Terms govern:
in a legally binding way. Capitalised words are defined in the relevant dedicated section of this document.
The User must read this document carefully.
This Application is provided by:
Umazi Ltd - Kemp House, 160 City Road,
City of London,
London, EC1V 2NX,
United Kingdom
Owner contact email: info@umazi.io
Umazi Ltd. Kemp House, 160 City Road London, EC1V 2NX United Kingdom
Owner contact email: info@umazi.io
Umazi operates a digital due diligence, collaboration and verification platform (the Application) that lets Identity Owners create a verifiable digital business identity, upload Credentials and other Identity Owner Content, and share that information with Users who need it for onboarding, ongoing monitoring and compliance purposes. Users access Identity Owner Content and run Services (such as identity verification, PEP and sanctions screening, bank verification and ongoing monitoring) provided by Data Providers selected during the purchasing process. The Application is accessed via the Site at www.umazi.io or via the API.
All Intellectual Property Rights and right, title and interest in and to the Application and the API are and shall remain the exclusive property of the Owner and are subject to the protection granted by applicable laws or international treaties relating to intellectual property. Except as expressly stated in these Terms or the Agreement, nothing grants or confers on the User any rights to or in respect of the Application or API.
The Identity Owner owns all Intellectual Property Rights in and to all Identity Owner Content and has sole responsibility for its legality, reliability, integrity, accuracy and quality. The Identity Owner grants the Owner a non-exclusive, royalty-free, worldwide licence during the User Term to use the Identity Owner Content to perform the Owner's obligations under the Agreement and to make that content available to Users and Data Providers in accordance with these Terms.
Where a User and a Data Provider identified in that User's Commercial Terms have entered into a separate agreement, ownership of the Intellectual Property Rights in and to the Services and the information and data provided by that Data Provider is governed by the agreement between them. In all other instances, those rights remain the exclusive property of the Data Provider.
The User shall notify the Owner immediately on becoming aware of any third-party claim that the Application, API, Identity Owner Content or Services infringe that third party's intellectual property rights. The Owner, the Identity Owner or the Data Provider (as applicable) shall have sole control of the defence or settlement of any such claim and may, at its option, procure for the User the right to continue using the relevant materials, modify or replace them so they become non-infringing, or — if neither is reasonably available — terminate the Agreement or the Account on not less than ten (10) days' written notice. Where rights are procured, or the materials are modified or replaced, that constitutes the User's sole and exclusive remedy.
The Owner has no liability under the preceding paragraph to the extent the alleged infringement arises from or relates to:
Through the Application, Users may access external resources made available by the Data Providers they selected in the Commercial Terms (typically via hyperlinks to the Data Provider's own website). The User acknowledges that:
Any obligations or conditions applicable to external resources made available by Data Providers are subject to the terms and conditions and conditions of use prescribed by the relevant external resource or Data Provider. The User should review those terms before accessing, downloading or using information from any external resource.
A list of optional Data Providers available from time to time is set out at: https://umazi.readme.io/docs/available-providers
| Defined Term | Definition |
|---|---|
| Owner | Umazi Ltd. |
| User | ___________ |
| Subscription commencement date | ___________ |
| Initial Term | The period commencing on the Effective Date for a term of one year, unless extended in accordance with these Terms |
| Renewal Term | ___________ |
| User fees | £_ per month (% discount on platform fee) |
| Subscription payment | ___________ |
| Services | Fees based on new clients per month, individuals per client |
| Additional conditions | ___________ |
The Agreement is made up of:
Where there is any conflict or ambiguity between the Commercial Terms and the Terms, the Commercial Terms prevail.
Fees are based on the estimated number of new organisations onboarded each month and the cumulative number of active organisations on the platform each month. Active organisations are those which have been onboarded in the last 30 days, have had checks completed on them in each 30-day period, and/or have had an ongoing monitoring status change in the last 30-day period.
Fees are broken down into three parts:
Volumes will be reviewed monthly against initial assumptions.
| Fees (Includes organisations checked per month and individuals per organisation) | Amount | Notes |
|---|---|---|
| Fixed Platform Fee per month | £ ____ | Per month based on new organisations onboarded (includes 50% discount; standard rate £100 per month) |
| Checks package (total per month for new organisations onboarded) | £ ____ | Global Registry check; PEP / Sanctions; Identity verification; Bank verification |
| Total charge including discount | £ ____ per month (excl. VAT) | |
| Additional fees (only applicable if servicing more than 20 clients per month) | ||
| Each additional organisation onboarded | £17.70 | Per organisation (includes IDV for 5 individuals) |
| Each additional Identity Verification | £1.30 | Per individual |
| Integration fees | £0 | None included |
Pricing assumes an average of 5 individuals per organisation. If this average is frequently exceeded, Umazi will reassess the pricing.
This Agreement has been entered into on _________ and signed by each party's authorised representative:
| Umazi Ltd | Counterparty |
|---|---|
| By: | By: |
| Name: | Name: |
| Title: | Title: |
| Email: | Email: |
| Date: | Date: |
| Address: | Address: |
These Terms and Conditions (the Terms) govern the User's (you or your) use of and access to the Application and Services and the User's legal relationship with the Owner (us or we). By using the Application or the Services, the User agrees to comply with and be bound by these Terms.
If there is any conflict between these Terms, the Commercial Terms and any Documentation, these Terms prevail over the Commercial Terms and the Documentation, and the Commercial Terms prevail over the Documentation.
Users who are Consumers have certain rights to cancel or withdraw from the Subscription. Those rights are described in the Withdrawal section below.
The Application is a multi-sided platform connecting three categories of party:
The same legal person may, depending on their use of the Application, act in more than one capacity. Where an Identity Owner also wishes to access Identity Owner Content of other parties via the Application, that Identity Owner must purchase a Subscription as a User. In the absence of a Subscription, an Identity Owner's rights in respect of its Account are limited to uploading its own Identity Owner Content to the Application.
The Owner provides the infrastructure that enables Identity Owners, Users and Data Providers to interact through the Application. Except as expressly stated in these Terms, the Owner is not a party to any transaction, agreement or arrangement between an Identity Owner, a User and a Data Provider, and is not responsible for the conduct of any Identity Owner, User or Data Provider on or via the Application.
To use the Service Users must register or create a User account, providing all required data or information in a complete and truthful manner.
Failure to do so will cause unavailability of the Service.
Users are responsible for keeping their login credentials confidential and safe. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by this Application.
By registering, Users agree to be fully responsible for all activities that occur under their username and password.
Users are required to immediately and unambiguously inform the Owner via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.
Users can terminate their account and stop using the Service at any time by doing the following:
The Owner reserves the right, at its sole discretion, to suspend or delete at any time and without notice, User accounts that it deems inappropriate, offensive or in violation of these Terms.
The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement.
The suspension or deletion of accounts due to causes attributable to the User does not exempt the User from paying any applicable fees or prices.
Unless where otherwise specified or clearly recognisable, all content available on this Application is owned or provided by the Owner or its licensors.
The Owner undertakes its utmost effort to ensure that the content provided on this Application infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.
In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document.
The Owner holds and reserves all intellectual property rights for any such content.
Users may not, therefore, use such content in any way that is not necessary or implicit in the proper use of the Service.
In particular, but without limitation, Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicence, edit, transfer/assign to third parties or create derivative works from the content available on this Application, nor allow any third party to do so through the User or their device, even without the User's knowledge.
Where explicitly stated on this Application, the User may download, copy and/or share some content available through this Application for its sole personal and non-commercial use and provided that the copyright attributions and all the other attributions requested by the Owner are correctly implemented.
Any applicable statutory limitation or exception to copyright shall stay unaffected.
Through this Application Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.
Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.
This Application and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law.
Users are solely responsible for making sure that their use of this Application and/or the Service violates no applicable law, regulations or third-party rights.
Therefore, the Owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to this Application or the Service, terminating contracts, reporting any misconduct performed through this Application or the Service to the competent authorities – such as judicial or administrative authorities - whenever Users engage or are suspected to engage in any of the following activities:
Users may access their data relating to this Application via the Application Program Interface (API). Any use of the API, including use of the API through a third-party product/service that accesses this Application, is bound by these Terms and, in addition, by the following specific terms:
You must be 18 to accept these Terms and use the Application.
To use the Application, Identity Owners and Users must register and create an Account by completing the Account details form located on the Site. Each Identity Owner and User shall ensure that all data and information provided on the Account is true, complete and accurate. The Owner reserves the right to disable, suspend or terminate any Account that does not comply with these requirements.
When acting as an Identity Owner or a User, you:
Accounts are personal and may not be used by more than one legal person or shared between individuals or any other party.
The Owner or its designated auditor may audit Accounts from time to time to confirm Identity Owner and User details and compliance with these Terms. Audits will be conducted no more than once per quarter, at the Owner's expense, on reasonable prior notice, and using reasonable endeavours to avoid substantial interference with the User's normal conduct of business. If an audit reveals:
Identity Owners and Users may terminate their Account at any time by contacting the Owner in writing using the Owner contact details above.
The Owner reserves the right, at any time and without notice, to suspend or terminate any Account it considers (acting reasonably and in good faith) inappropriate, defamatory, offensive or in violation of these Terms or the Agreement. Identity Owners and Users whose Accounts are suspended or terminated under this section are not entitled to any compensation or reimbursement, and suspension or termination does not exempt the relevant Identity Owner or User from paying any applicable User fee or other fees or charges due in respect of that Account.
Subject to the User (i) creating an Account, (ii) purchasing a Subscription and paying the relevant User fees, and (iii) otherwise complying with these Terms and the Agreement, the Owner grants the User a non-exclusive, non-transferable right and licence, without the right to sublicense, to use the Application, API, Identity Owner Content and Services specified in the Commercial Terms for the User Term, as permitted by these Terms and the Documentation.
In consideration of paying the User fees and complying with these Terms, the User may:
Except to the extent permitted under these Terms or where prohibition is not permitted by applicable law, the User shall not:
The User shall:
The User acknowledges that the Owner is not responsible or liable for the deletion of, or failure to store, any Identity Owner Content or other information or communications maintained or transmitted through the API or the Application, and that the User is solely responsible for securing and maintaining appropriate backups.
The User shall notify the Owner immediately on becoming aware of any breach of these Terms. Following such notice, or if the Owner reasonably suspects a breach, the Owner may (but is not required to):
for so long as the breach remains unremedied, without liability or prejudice to its other rights and remedies, and without prior notice to the User. The Owner reserves the right to take any other action it considers appropriate to protect its legitimate interests, including reporting misconduct to competent authorities where it suspects or becomes aware of any violation of laws or regulations, infringement of third-party rights, or any act or omission that materially impairs the Application or the Owner's legitimate interests.
Notwithstanding any other provision of these Terms or the Agreement, if there is a security incident, the Owner may, without liability or prejudice to its other rights and without prior notice, remove the Application, relevant Identity Owner Content or Services, or disable the Account until the relevant security incident has been resolved. The Owner shall notify the User as soon as reasonably practicable of the nature of the relevant security event.
If the User experiences any problems with the Application, API or Services, the first step is to consult the support resources on the Site. If the issue cannot be resolved and the User needs to contact the Owner (including to notify any faulty Application or any complaints), the Owner's contact details are set out above. The Owner will notify the User of any changes to its contact details.
Where the Owner needs to contact the User, it will do so by email (using the contact details provided in the Commercial Terms or otherwise notified by the User in writing), via the support function in the Application, or by posting information on the Site.
From time to time the Owner may modify, change or update the Application or the API to improve performance, enhance or change functionality, add or remove features, applications or tools, reflect changes to the operating system, or address security issues. The Owner will give reasonable notice of material changes or updates. The User acknowledges that such changes or updates may require it to accept additional terms.
If the User chooses not to install changes or updates, opts out of automatic updates, or does not accept additional terms where applicable, the Owner reserves the right to suspend or terminate the User's Account, Subscription or use of and access to the Application, API or Services.
Some of the Products provided on this Application, as part of the Service, are provided on the basis of payment.
The fees, duration and conditions applicable to the purchase of such Products are described below and in the dedicated sections of this Application.
Prices, descriptions or availability of Products are outlined in the respective sections of this Application and are subject to change without notice.
While Products on this Application are presented with the greatest accuracy technically possible, representation on this Application through any means (including, as the case may be, graphic material, images, colours, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.
The characteristics of the chosen Product will be outlined during the purchasing process.
Any steps taken from choosing a Product to order submission form part of the purchasing process.
The purchasing process includes these steps:
When the User submits an order, the following applies:
All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.
Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged.
Prices on this Application are displayed:
The Owner may offer discounts or provide special offers for the purchase of Products. Any such offer or discount shall always be subject to the eligibility criteria and the terms and conditions set out in the corresponding section of this Application.
Offers and discounts are always granted at the Owner’s sole discretion.
Repeated or recurring offers or discounts create no claim/title or right that Users may enforce in the future.
Depending on the case, discounts or offers shall be valid for a limited time only or while stocks last. If an offer or discount is limited by time, the time indications refer to the time zone of the Owner, as indicated in the Owner’s location details in this document, unless otherwise specified.
Offers or discounts can be based on Coupons.
If breach of the conditions applicable to Coupons occurs, the Owner can legitimately refuse to fulfil its contractual obligations and expressly reserves the right to take appropriate legal action to protect its rights and interests.
Notwithstanding the provisions below, any additional or diverging rules applicable to using the Coupon displayed in the corresponding information page or on the Coupon itself shall always prevail.
Unless otherwise stated, these rules apply to the use of Coupons:
Information related to accepted payment methods is made available during the purchasing process.
Some payment methods may only be available subject to additional conditions or fees. In such cases related information can be found in the dedicated section of this Application.
All payments are independently processed through third-party services. Therefore, this Application does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed. The User may read the privacy policy of this Application to learn more about the data processing and Users’ rights regarding their data.
If a payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfil the purchase order. If a payment fails or is refused, the Owner reserves the right to claim any related expenses or damages from the User.
Users do not acquire any rights to use the purchased Product until the total purchase price is received by the Owner.
The purchased service shall be performed or made available within the timeframe specified on this Application or as communicated before the order submission.
Subscriptions allow Users to receive a Product continuously or regularly over time. Details regarding the type of subscription and termination are outlined below.
Users have the option to test this Application or selected Products during a limited and non-renewable trial period, at no cost. Some features or functions of this Application may not be available to Users during the trial period.
Further conditions applicable to the trial period, including its duration, will be specified on this Application.
The trial period shall automatically convert into the equivalent paid Product, unless the User cancels the purchase before the trial period expires.
Paid subscriptions begin on the day the payment is received by the Owner.
In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions.
Open-ended subscriptions may be terminated at any time by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Application.
Terminations shall take effect 30 days after the notice of termination has been received by the Owner.
All steps taken in respect of the Subscription — from selecting the Application and API and choosing Data Providers and Services to submitting the order — form part of the purchasing process.
When the User submits an order via the Commercial Terms:
The User will be informed during the purchasing process, and before submitting the final Commercial Terms, of any fees, taxes and costs due and payable in respect of the order.
Prices for the Application, API and Services are displayed on the Site or in the Documentation as either exclusive or inclusive of any applicable fees, taxes and costs.
The Owner may increase the User fees and any other fees or charges payable under the Agreement at any time. Any pricing change takes effect 30 days after advance notice, which may be provided by email. By continuing to use the Services after the effective date of a price change, the User agrees to be bound by the updated pricing. Failure to cancel before the effective date of the change is deemed acceptance of the new pricing.
The User does not acquire any rights in or to use the Application, API or selected Services until the Owner has received payment in full.
The User may notify the Owner in writing of its wish to purchase additional Subscriptions or Services beyond those set out in the original or any amended or renewal Commercial Terms. The Owner will confirm in writing the applicable fees as soon as reasonably practicable. The User shall pay those fees within ten (10) days of the date of the notice. Subject to receipt of payment in full, the Subscription or Services will be extended accordingly. Where additional Subscriptions or Services are purchased during the User Term, the applicable User fees will be pro-rated for the remainder of the Initial Term or then-current Renewal Term.
The Owner may offer discounts or special offers for the Application Subscription or purchase of Services. Any such offer is subject to the eligibility criteria and terms set out in the corresponding section of the Application, Documentation or Commercial Terms.
Offers and discounts are granted at the Owner's sole discretion. Repeated or recurring offers or discounts create no claim, title or right that the User may enforce in the future. Offers and discounts are valid for a limited time or while stocks last; where a time limit applies, the relevant time zone is that of the Owner's place of operation unless the Commercial Terms specify otherwise.
Offers or discounts may be based on Coupons. If the User breaches any condition applicable to a Coupon, the Owner may refuse to provide the relevant Application, API or Services and may take legal action to protect its rights and interests.
Unless otherwise stated on the relevant Coupon:
Any additional or diverging rules applicable to a particular Coupon, displayed on the Coupon's information page or on the Coupon itself, always prevail.
In consideration of the right to use and access the Application, API and Services specified in the Commercial Terms, the User shall pay the User fees and any other applicable fees or charges to the Owner. Accepted payment methods will be provided during the purchasing process; some methods may be subject to additional conditions or fees.
All User fees and other fees, charges and payments:
All payments are processed independently through third-party services. The Application does not collect any payment information (such as credit card details) and only receives a notification once payment has been successfully completed. If a payment fails or is refused by the payment service provider, the Owner is under no obligation to fulfil the order specified in the Commercial Terms, and any costs or fees resulting from the failed payment are chargeable to and borne by the User.
If the Owner has not received payment within ten (10) Business Days after the due date, then without prejudice to its other rights and remedies, the Owner may:
Unless the Commercial Terms specify otherwise, all amounts and fees stated or referred to in the Agreement:
The User may have the option to test the Application or selected Services during a limited and non-renewable trial period agreed by the Owner, at no cost. Some features or functions of the Application may not be available during the trial period. Further conditions applicable to the trial period will be specified in the Application or the Commercial Terms.
The User may be asked to provide payment details before the trial begins. Although no payment is taken during the trial period, the trial automatically converts into a Subscription for the Application and trialled Services unless the User cancels the Subscription by notifying the Owner in writing or online before the trial period expires.
Subscriptions allow the User to receive the Application and any Services selected in the Commercial Terms continuously for the duration of the Initial Term and any Renewal Term.
Open-ended Subscriptions begin on the day the Owner receives payment in full of the User fees and other fees and charges set out in the Commercial Terms, and continue until terminated in accordance with these Terms. To maintain an open-ended Subscription, the User must pay the required recurring User fee and any other fees and charges specified in the Commercial Terms or otherwise notified in writing by the Owner from time to time. Failure to do so may result in suspension or termination of the User's Account or rights to use the Application or the Services.
An open-ended Subscription may be terminated at any time by the User using the corresponding controls inside the Application. Termination takes effect 30 days after the Owner receives the notice of termination, unless an Initial Term was agreed in the Commercial Terms, in which case termination does not take effect until thirty (30) days after the last day of the Initial Term. The User is responsible for any User fees or other fees and charges payable between the date of the notice of termination and the date termination takes effect.
The Agreement and the User's rights to use the Application and the Services commence on the Effective Date and continue until terminated in accordance with these Terms. Either party may terminate the Agreement or the Account by notifying the other in writing no less than sixty (60) days before the end of the then-current User Term.
Without prejudice to any other right or remedy, the Owner may terminate the Agreement, the Account or the User's access to the Application or Services with immediate effect by written notice to the User if:
On termination or expiry of the Agreement for any reason:
Unless exceptions apply, the User may be eligible to withdraw from the contract within the period specified below (generally 14 days), for any reason and without justification. Users can learn more about the withdrawal conditions within this section.
Unless any applicable exception is mentioned below, Users who are European Consumers are granted a statutory withdrawal right under EU rules, to withdraw from contracts entered into online (distance contracts) within the specified period applicable to their case, for any reason and without justification.
Users that do not fit this qualification, cannot benefit from the rights described in this section. The Consumer shall only be liable to the Seller for any diminution in the value of the goods resulting from handling the goods in a manner other than that necessary to acquaint him with the nature, characteristics and functionality of the goods.
To exercise their right of withdrawal, Users must send to the Owner an unequivocal statement of their intention to withdraw from the contract.
To this end, Users may use the model withdrawal form available from within the “definitions” section of this document. Users are, however, free to express their intention to withdraw from the contract by making an unequivocal statement in any other suitable way. In order to meet the deadline within which they can exercise such right, Users must send the withdrawal notice before the withdrawal period expires.
When does the withdrawal period expire?
Regarding the purchase of goods, the withdrawal period expires 14 days after the day on which the User or a third party – other than the carrier and designated by the User – takes physical possession of the goods.
Regarding the purchase of several goods ordered together but delivered separately or in case of purchase of a single good consisting of multiple lots or pieces delivered separately, the withdrawal period expires 14 days after the day on which the User or a third party – other than the carrier and designated by the User – acquires physical possession of the last good, lot or piece.
Users who correctly withdraw from a contract will be reimbursed by the Owner for all payments made to the Owner, including, if any, those covering the costs of delivery.
However, any additional costs resulting from the choice of a particular delivery method other than the least expensive type of standard delivery offered by the Owner, will not be reimbursed.
Such reimbursement shall be made without undue delay and, in any event, no later than 14 days from the day on which the Owner is informed of the User’s decision to withdraw from the contract. Unless otherwise agreed with the User, reimbursements will be made using the same means of payment as used to process the initial transaction. In any event, the User shall not incur any costs or fees as a result of such reimbursement.
Unless the Owner has offered to collect the goods, Users shall send back the goods or hand them over to the Owner, or to a person authorised by the latter to receive the goods, without undue delay and in any event within 14 days from the day on which they communicated their decision to withdraw from the contract.
The deadline is met if the goods are handed to the carrier, or otherwise returned as indicated above, before the expiration of the 14-days-period for returning the goods. The reimbursement may be withheld until reception of the goods, or until Users have supplied evidence of having returned the goods, whichever is the earliest.
Users shall only be liable for any diminished value of the goods resulting from the handling of the goods outside of that which is necessary to establish their nature, characteristics and functioning.
The costs of returning the goods are borne by the User.
Users who are Consumers have a statutory right to cancel or withdraw from contracts entered into online (distance contracts) within a specified period, for any reason and without justification. At the date of these Terms, those rights are set out in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (as superseded, extended or replaced from time to time). For the avoidance of doubt, this right does not apply to Users who are not Consumers.
To exercise the right to cancel or withdraw, the Consumer must send the Owner (at the contact address above) an unequivocal written statement expressing the intention to cancel or withdraw from the Agreement before the expiry of the cancellation period.
The cancellation period expires fourteen (14) days after the earlier of the Effective Date and the date the Consumer submits payment for the order.
Where the Consumer cancels or withdraws in accordance with this section, the Owner will reimburse all User fees and other fees or charges received before the date of receipt of the notice of cancellation, including (where applicable) any standard delivery charges. Any additional costs resulting from a special delivery or particular delivery method chosen by the Consumer (other than standard delivery) will not be reimbursed.
Reimbursement will be made without undue delay and in any event no later than fourteen (14) days from the date the Owner receives the notice of cancellation. Unless otherwise agreed with the Consumer, reimbursements will be made using the same payment method used for the original order.
Although the Owner uses reasonable endeavours to procure that the information provided via the Application (including the Identity Owner Content and the Services) is up to date, the User acknowledges that such information and data is provided by the Identity Owner and the Data Providers (as the case may be). The Owner makes no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
The Application, Identity Owner Content and Services are provided strictly on an "as is" and "as available" basis, and use of the Application, Identity Owner Content and Services is at the User's own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations and warranties — whether express, implied, statutory or otherwise — including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. To the fullest extent permitted at law, no advice or information, whether oral or written, obtained by Users from the Owner or through the Application or Services, will create any warranty not expressly stated in these Terms.
Without limiting the foregoing, the Owner does not warrant that the Application, API, Identity Owner Content or Services:
Any content downloaded or otherwise obtained through the Application (including the Services) is downloaded at the User's own risk, and the User is responsible for any damage to its computer system or mobile device, or any loss of data, resulting from such download or use.
The Owner is not a party to and does not monitor any transaction between the User and any third-party providers (including Data Providers). The Owner does not warrant, endorse, guarantee or assume any responsibility for any information, data, product or service advertised or offered by any such third party through the Application or any hyperlink to any external resource available via a Data Provider's website or embedded in any Service.
Except as expressly and specifically provided in the Agreement, the User acknowledges that:
In consideration of the User paying the User fees and any other applicable fees or charges, the Owner shall, during the User Term, provide and make available to the User:
The User acknowledges that:
Nothing in these Terms or the Agreement prevents the Owner from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products or services similar to those provided under the Agreement.
Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar state and territory legislation and which cannot be excluded, restricted or modified (non-excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non-excludable right and liability which is not otherwise excluded under these Terms, is limited, at the Owner’s sole discretion, to the re-performance of the services or the payment of the cost of having the services supplied again.
This Application is provided strictly on an “as is” and “as available” basis. Use of the Service is at Users’ own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by the User from the Owner or through the Service will create any warranty not expressly stated herein.
Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at Users' own risk and Users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Service.
The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.
The Service may become inaccessible or it may not function properly with Users’ web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.
Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.
To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for:
In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter.
This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the User has been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to the User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.
The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from
This section sets out the Owner's liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the User under or in connection with the Agreement, in respect of any use made by the User of the Application, API, Identity Owner Content or Services, and in respect of any representation, statement, breach of the Agreement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
Nothing in the Agreement excludes the Owner's liability for:
Subject to the section above and the exclusions below, the Owner's total aggregate liability in contract, tort (including negligence), breach of statutory duty, breach of warranty or otherwise, arising in connection with the Agreement, is limited as follows:
To the maximum extent permitted by applicable law, the Owner is not liable for, and expressly excludes its liability for, any:
To the fullest extent permitted at law, the Owner is not liable for any damages or losses arising from the User's use of the Application, API, Identity Owner Content or Services not in accordance with any guidelines or instructions provided by the Owner, the Identity Owner or any Data Provider.
The User shall defend, indemnify and hold harmless the Owner and its subsidiaries, affiliates, officers, directors, agents and employees from and against any and all claims, actions, proceedings, demands, damages, obligations, losses, liabilities, costs and expenses (including legal fees and expenses) arising from the User's negligence or breach of the Agreement or these Terms, including:
In performing their respective obligations under the Agreement, each party may be given access to the other's confidential information. Each party shall hold the other's confidential information as secret and confidential and, unless required by law, shall not make such information available to any third party or use it for any purpose other than performing its obligations under the Agreement.
For these purposes, confidential information does not include information that:
Neither party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange) or any court or other authority of competent jurisdiction. The User grants the Owner permission to include the User's business name and logo within the Owner's marketing materials and on its website, for the purpose of identifying the User as a customer.
The provisions of this section survive termination of the Subscription and the Agreement, however arising.
Given the purpose of the Application, API, Identity Owner Content and Services is to collect, store and share data (including Personal Data) of or concerning the Identity Owner, the User acknowledges that creating an Account and using the Application, Identity Owner Content and Services involves the collection, processing, sharing and storage of data — including certain Personal Data — of the Identity Owner by the Owner, Users and Data Providers. Further information regarding the processing of Personal Data (including the purposes of such processing and the third parties that may have access to such Personal Data) is set out in the Privacy Policy at https://www.iubenda.com/privacy-policy/44567045/legal.
All Identity Owners and Users must submit certain Personal Data to create an Account. The Personal Data required in connection with the creation and use of an Account includes first name, surname, email address, organisation (where applicable), nominated password and username, phone number and job title (Account Data). The Owner may also collect the User's IP address and records of usage within its database in connection with the Account. The Owner may use the Account Data:
Where the Account holder is an Identity Owner, by creating the Account and submitting Identity Owner Content, the User confirms that it:
The User acknowledges that some of its data (including Personal Data) may be verified or validated by Data Providers through automated processing or automated decision-making. Further information about any automated processing and automated decision-making is contained in the Privacy Policy.
As between the parties, the Identity Owner and Data Providers (as applicable) are the data controllers, and the Owner and Users are the data processors (as those terms are defined in the Data Protection Laws), of any Personal Data processed in respect of the Application, API or Services. Each party shall comply with all applicable Data Protection Laws in respect of such processing.
The Owner’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.
To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately.
Within the limits of law, the Owner may also decide to suspend or discontinue the Service altogether. If the Service is discontinued, the Owner will cooperate with Users to enable them to withdraw personal data or information and will respect Users' rights relating to continued product use and/or compensation, as provided for by applicable law.
Additionally, the Service might not be available due to reasons outside the Owner’s reasonable control, such as “force majeure” events (infrastructural breakdowns or blackouts etc.).
Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of this Application and of its Service without the Owner’s express prior written permission, granted either directly or through a legitimate reselling program.
To learn more about the use of their personal data, Users may refer to the privacy policy of this Application.
Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to this Application are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.
All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with this Application are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.
The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes.
Such changes will only affect the relationship with the User from the date communicated to Users onwards.
The continued use of the Service will signify the User’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service and may terminate the Agreement.
The applicable previous version will govern the relationship prior to the User's acceptance. The User can obtain any previous version from the Owner.
If legally required, the Owner will notify Users in advance of when the modified Terms will take effect.
The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User’s legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly.
Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner.
All communications relating to the use of this Application must be sent using the contact information stated in this document.
Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.
Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.
In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.
Without prejudice to the above, the nullity, invalidity or impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.
These Terms are governed by the law of the place where the Owner is based, as disclosed in the relevant section of this document, without regard to conflict of laws principles.
However, regardless of the above, if the law of the country that the User is located in provides for higher applicable consumer protection standards, such higher standards shall prevail.
The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the place where the Owner is based, as displayed in the relevant section of this document.
The above does not apply to any Users that qualify as European Consumers, nor to Consumers based in the United Kingdom, Switzerland, Norway or Iceland.
No waiver. The Owner's failure to assert any right or provision under these Terms does not constitute a waiver of that right or provision. No waiver is considered a further or continuing waiver of such term or any other term.
Service interruption. To ensure the best possible service level, the Owner reserves the right to interrupt the Application for maintenance, system updates or any other changes, subject to providing timely information of such interruptions. Within the limits of law, the Owner may also decide to suspend or terminate the Application and access to the Identity Owner Content or Services altogether; in such case, the Owner will cooperate with the User to enable withdrawal of Personal Data or information in accordance with applicable law. The Application and access to the Identity Owner Content or Services may also be unavailable for reasons outside the Owner's reasonable control, such as force majeure (see below).
No resale. The User may not reproduce, duplicate, copy, sell, resell or exploit any portion of the Application or the API without the Owner's express prior written permission, granted either directly or through a legitimate reselling programme.
Changes to these Terms. The Owner reserves the right to amend or otherwise modify these Terms from time to time, including to reflect changes in law or industry practice, or to deal with additional features or functions of the Application or Services. The Owner will give no less than thirty (30) days' notice of such changes by publishing details on the Site, or notifying the User by email or automated message when the User next uses the Application. Unless the Owner specifies otherwise, changes take effect no less than thirty (30) days after notification and apply only to future use of the Application, Identity Owner Content or Services. Continued use after the effective date is deemed acceptance of the revised Terms. If the User does not wish to be bound by the changes, it must notify the Owner in writing and stop using the Application and accessing the Identity Owner Content and Services. Failure to accept the revised Terms may entitle the Owner to terminate the Agreement or the Account, or result in certain features being unavailable. Where the User does not accept the revised Terms and the Agreement is not terminated, the previous version of the Terms continues to govern the relationship prior to acceptance. The User can obtain any previous version of the Terms from the Owner.
Assignment. The Owner may transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms or the Agreement without the User's prior written consent. The Owner will notify the User in writing in the event of any such transfer, assignment or novation. Where the Owner wishes to novate the Agreement, the User shall enter into a novation agreement with the Owner and the applicable third party in such form as the Owner may direct, and shall execute any other documents required to effect the novation.
Rights are personal. The right to use the Application and (in respect of Users) to access the Identity Owner Content and Services is personal to the User. The User may not assign, transfer, novate or subcontract any of its rights or obligations under these Terms or the Agreement in any way without the Owner's prior written consent.
Severability. If any provision of these Terms or the Agreement is or becomes void, invalid or unenforceable by a court or under any applicable law, the rest of the Terms and the Agreement still apply and remain in full force and effect. Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required and permitted under applicable laws to render it valid, enforceable and consistent with its original intent.
Entire Agreement. These Terms and the Agreement constitute the entire understanding and agreement between the parties with respect to the subject matter, and supersede all other communications, including all prior agreements between the parties with respect to that subject matter. These Terms will be enforced to the fullest extent permitted by law.
No partnership or agency. Nothing in the Agreement or these Terms is intended to or operates to create a partnership between the parties, or authorise either party to act as agent for the other. Neither party has the authority to act in the name or on behalf of, or otherwise to bind, the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights. The Agreement does not confer any rights on any person who is not a party to the Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999. No one except a party may enforce the Agreement.
Notices. Any notice given under or in connection with the Agreement or any Commercial Terms shall be in writing and shall be:
Force majeure. Neither party (the affected party) is in breach of the Agreement or liable for delay in performing, or failure to perform, any of its obligations under the Agreement (other than payment obligations) if such delay or failure results from events, circumstances or causes beyond its reasonable control which the affected party could not anticipate or mitigate by means of insurance, contingency planning or any other prudent business means. An event will only be considered force majeure if it is not attributable to the wilful act, neglect, default or other failure to take reasonable precautions of the affected party, its agents, employees or contractors. The affected party shall notify the other party of the force majeure event as soon as possible after its occurrence, shall use its reasonable endeavours to mitigate its impact, and is entitled to a reasonable extension of the time for performing its obligations. If the force majeure event continues for twenty (20) Business Days, the other party may terminate the Agreement by giving the affected party no less than seven (7) days' written notice of termination.
Users may bring any disputes to the Owner who will try to resolve them amicably.
While Users' right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of this Application or the Service, Users are kindly asked to contact the Owner at the contact details provided in this document.
The User may submit the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to the Owner’s email address specified in this document.
The Owner will process the complaint without undue delay and within 21 days of receiving it.
The European Commission's Online Dispute Resolution (ODR) platform, previously available for alternative dispute resolutions that facilitated an out-of-court method for solving disputes related to and stemming from online sale and service contracts, has been officially discontinued as of 20 July 2025, following the adoption of EU Regulation 2024/3228.
Although the platform is no longer available, Users are encouraged to reach out directly to the Owner to resolve any concerns or issues. Users are kindly asked to contact the Owner at the contact details provided in this document.
Either party may notify the other in writing of a dispute, providing details (including the related Commercial Terms, Subscription or Account). As soon as possible after receipt of the notice (and no later than fourteen (14) days after the date of the notice), the parties shall meet and attempt to resolve the dispute amicably.
If the parties are unable to resolve the dispute amicably within thirty (30) Business Days of it being referred, they agree to enter into mediation in good faith to settle the dispute in accordance with the CEDR Model Mediation Procedure. To initiate mediation, either party must give written notice (ADR Notice) to the other referring the dispute to mediation, and send a copy to CEDR. Unless otherwise agreed in writing, the mediator will be nominated by CEDR and the mediation will start not later than 20 Business Days after the date of the ADR Notice.
Neither party may commence court proceedings in relation to the whole or part of the dispute until it has attempted to settle the dispute by mediation as described above, and either the mediation has terminated or the other party has failed to participate. The right to issue proceedings is not prejudiced by delay. Nothing in this section prevents any party from seeking an interdict, injunction or other similar relief in respect of a breach of the Agreement. If the dispute is not resolved within fourteen (14) days of commencement of the CEDR mediation, or either party is not satisfied with the outcome, the dispute may be referred by either party to, and finally resolved by, the English courts in accordance with the Governing Law section below.
The Agreement is a contract made in England, according to English law, and any dispute or claim arising under or in respect of the Agreement or these Terms is governed by and interpreted in accordance with the laws of England. Subject to the Dispute Resolution provisions above, the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement (including these Terms), or its subject matter or formation (including non-contractual disputes or claims).
The Agreement is binding upon the parties and their successors and permitted assigns.
The following definitions apply throughout these Terms and the Agreement.
Account — the account created and maintained by Identity Owners and Users with the Owner as a prerequisite to the Identity Owner uploading Identity Owner Content and Users accessing or using the Application or Services.
Agreement — these Terms and Conditions, together with the completed Commercial Terms, the invoice(s) for the Commercial Terms, the Documentation, any Service specification and any ancillary policies or documents referenced in any of the foregoing.
API — the Application Program Interface(s) that allows third-party systems to access and communicate directly with the Application, in particular its core system.
Application — the Owner's due diligence, collaboration and verification digital platform provided as a web portal via the Site or the API.
Business Hours — 09:00 to 17:00 Monday to Friday, except English public holidays.
Commercial Terms — either (a) the Commercial Terms sheet completed by the User, or (b) the electronic or digital purchase process completed by the User, in each case used to order the Application or the Services.
Consumer — an individual acting for his/her/their own personal purposes, and for purposes wholly or mainly outside that individual's trade, business, craft or profession.
Coupon — a discount, voucher or promotional code issued by the Owner from time to time and applied during the purchasing process.
Credentials — the documentation and data provided as evidence to confirm an individual's or company's claimed identity.
Data Protection Laws — all applicable data protection and privacy laws, legislation and regulations in force from time to time in the UK, including: (i) the Data Protection Act 2018 (and regulations made thereunder); (ii) the UK GDPR; (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); and (iv) any guidance and codes of practice relating to the protection and privacy of Personal Data issued by the UK Information Commissioner (or other relevant regulatory authority) applicable to a party, in each case as amended, replaced, superseded, enacted or re-enacted.
Data Provider — the third parties selected by the User in the Commercial Terms to provide (via the Application) certain identity-related verification, data, information and Services in relation to the Identity Owner. A list of optional Data Providers from time to time is set out at https://umazi.readme.io/docs/available-providers.
Documentation — the specifications, user information and other documents relating to the Application and Services available via the Site, the API or such other location as notified by the Owner from time to time.
Effective Date — the later of (i) the date the Subscription commences (as specified in the Commercial Terms), and (ii) the date the Owner receives payment in full for the Initial Term.
Identity Owner — the legal person (whether an enterprise, company, individual or other entity) who (i) is subject to due diligence or whose identity, information or Credentials are to be verified via the Application, and (ii) has created and maintains an Identity Owner Account with the Owner.
Identity Owner Content — the data (including Personal Data), information and Credentials about the Identity Owner captured, provided and uploaded to the Application by the Identity Owner and made available to Users via the Application.
Initial Term — the period from the Effective Date to the end date of the Subscription specified in the Commercial Terms.
Intellectual Property Rights — copyright, trademarks (whether or not registered and including any rights in respect of any trade names, service marks, word marks, logos or devices), patents, rights in trade secrets and confidential information, rights in designs (including registered designs), database rights, know-how, format rights, moral rights, and any other or similar intellectual or proprietary rights existing anywhere in the world.
Owner — Umazi Ltd. (and as given in the Commercial Terms).
Personal Data — any information that relates to an identified or identifiable living individual.
Privacy Policy — Umazi's privacy policy, available at https://www.iubenda.com/privacy-policy/44567045/legal.
Purchasing process — the steps described in the Terms of Service section.
Renewal Term — any extension of the Initial Term, whether by automatic renewal as specified in the Commercial Terms or agreed in writing by the parties.
Services — the digital content and services (including credit reports, pre-employment screening and criminal record checks) selected by the User in the Commercial Terms and made available to the User by Data Providers through the Application.
Site — the Owner's website at www.umazi.io.
Subscription — the right to access and use the Application and the Services on payment of the applicable User fees.
Terms — these Terms and Conditions as amended from time to time.
UK GDPR — has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
User — any legal person (whether an enterprise, company, individual, partnership or otherwise) who creates an Account, purchases a Subscription and pays the relevant User fees entitling it to access the Application and the Services, as detailed in the Commercial Terms.
User fees — the fees (i) specified in the Commercial Terms or invoice for the Initial Term, and (ii) notified and invoiced to the User in writing as payable for any ongoing access to and use of the Application or Services following the Initial Term (in respect of any open-ended Subscription) or during the Renewal Term.
User Term — unless terminated earlier in accordance with these Terms, the Initial Term and any Renewal Term.
Virus or Vulnerability — 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.