ID-Pal Limited
End Clients Terms and Conditions
These terms were last amended: June 2024
These are the Terms and Conditions referred to in the Operative Provisions of the Agreement and in accordance with Clause 2.9 thereof, the Customer shall ensure that the End Clients of the Customer are aware of and accept these Terms and Conditions before the End Client accesses or uses the ID Pal Products.
Terms and Conditions
1 GENERAL
- We are ID-Pal Limited, a company incorporated under the laws of Ireland with company registration number 578727, whose registered office is at, 145 Pearse Street, Dublin, 2 D02 CP08, Ireland (“ID Pal”. “we”, “us” and “our”).
- We provide client identity verification technology services (“Services”) to organisations (“Customers”) who wish to or are required to verify the identity of their clients. Our Customers may request you, as their client (“End Client/You”) to use our App to provide your identification documents to the Customer.
- These terms and conditions set out the terms and conditions on which End Clients can make use of the Services (“Terms”).
- Please read these Terms carefully. They contain important clauses that you should read before accepting and using the Services, including clauses limiting our liability to you. By accepting these Terms you confirm that they constitute a legally binding agreement between you and us that governs your access to and use of the Services. If you do not agree with the Terms, you may not access or use the Services.
- If you are an End Client acting for purposes which are outside of your trade, business, craft or profession, nothing in these Terms will affect your rights as a consumer under Applicable Law. If you are accepting these Terms on behalf of a company or other legal entity, you confirm that you are entitled to and have capacity to bind such entity and that such entity consents to be bound by these Terms.
2 DEFINITIONS AND INTERPRETATION
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In these Terms, unless otherwise stated:
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In these Terms, unless otherwise stated:
Applicable Law” means law applicable in Ireland or any other jurisdiction in which the Services are provided (without further enactment) including Data Protection Legislation and including, without limitation, common law, statute, statutory instrument, proclamation, bye-law, directive, decision, regulation, rule, order, notice, code of practice, code of conduct, rule of court, instruments, or delegated or subordinate legislation;
“App” means our mobile application, web application, dynamic website or other similar component of the Services, through which End Clients or Customers can submit the End Client’s identification documents and related information;
“Business Day” means any day which is not a Saturday, a Sunday or a public holiday in Ireland;
“Confidential Information” means all information about the organisation, affairs, plans, transactions, proposals, projections, strategies, finance, prices, know how, methodologies, costs, operations, accounts, strategic plan, operational processes, data, systems, Intellectual Property and back-ups, as the case may be, as a result of or in anticipation of or in connection with these Terms or any other information which either party ought reasonably regard as confidential or which is marked or designated as confidential by the party disclosing the information; “Customer” has the meaning given to it in clause 1.b;
“End Client/You” has the meaning given to it in clause 1.b;
“Personal Data’ has the meaning afforded to it in Data Protection Legislation;
“Data Protection Legislation” means Data Protection Acts 1988 to 2018, the General
Data Protection Regulation (2016/679) as amended from time to time;
“Intellectual Property” includes, without limitation, copyrights, discoveries, concepts, domain names, patents, secret processes, database rights, technologies, know how, inventions, ideas, improvements, information, all copyright works, business methods, logos, designs, trademarks, service marks, topography and semi-conductor chip rights, business names, literary, goodwill, dramatic, musical and artistic works anywhere in the world (whether any of the foregoing is registered or unregistered and including any application in relation to any of the aforesaid);
“Personnel” means, in respect of a party, that party’s directors, officers, employees, agents, subcontractors and individual contractors;
“Services” means the customer due diligence services and related services to be supplied by ID Pal through the App, website, online portal and other technical means, pursuant to these Terms (and includes, as the context so admits or requires, any one, more or all of them or any part or parts of any one, more or all of them);
“Supplier Software” means ID Pal’s proprietary software or third party software licenced by us to you as part of the Services;
“Term” means the term of these Terms comprising; (i) the period from date that these Terms comes into effect in accordance with clause 3.a, until it is terminated in accordance with clause 10; and
“Virus” means any program which contains malicious code or infiltrates or damages a computer system without the owner’s informed consent or is designed to do so or which is hostile, intrusive or annoying to the owner or user and has no legitimate purpose (including any virus, worm, Trojan Horse, trapdoor, software switch, time bomb, malware or logic bomb as these words are generally understood from time to time within the computer industry and any equivalent or similar corruptive mechanism).
- any reference to any provision of any legislation includes any modification, amendment, re-enactment, extension or consolidation of the legislation together with any secondary legislation made under it for the time being in force;
- references to “written” or “in writing” include email;
- any reference to a “person” includes any person, firm, company, governmental or other legal entity and its successors, personal representatives and permitted assigns;
- a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms or any part of it;
- any headings to clauses are for convenience only and do not affect the meaning of these Terms;
- terms such as “including”, “in particular”, “such as”, and “for example” are not to be read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate;
- the terms “personal data”, “controller”, “data subject”, “processing” and “sensitive personal data” have the meanings given to them in the Data Protection Legislation; and
- any obligation on a party in these Terms not to do or omit to do any act or thing is deemed to include an obligation not to permit or suffer such act or thing to be done or omitted, as the case may be.
3 TERM
4 SERVICES
- We shall use reasonable care and skill when providing the Services.
- We reserve the right to suspend your access to all or any part of the Services at any time. We will not be liable if the Services are unavailable at any time or for any period.
- We may change the Terms or the features or functionality of the Services at any time. Changes, for example, may include changing, suspending or ending of any part or feature of the Services. We may also impose limits on certain features and Services or restrict your access to parts or all of the Services. Your continued use of the Services following a change will indicate your acceptance the Services as modified.
5 SOFTWARE
- Where we provide access to Supplier Software through the Services, we hereby grant you, subject to your compliance with these Terms, a non-exclusive, non-transferable licence to access and use the Software solely for the purpose of accessing and using the Services in accordance with these Terms during the Term.
- We will own all Intellectual Property in and arising from the performance of the Services. Except as expressly stated in these Terms, these Terms do not grant you any rights to, or in Intellectual Property.
6 ACCEPTABLE USE
- You must:
- not attempt to reverse compile, decompile, decode, decrypt, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Services, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between us;
- ensure that any information you provide in connection with these Terms is timely, complete and accurate;
- fully co-operate with us and our Personnel in the provision of the Services;
- in performing your obligations under these Terms, comply with all Applicable Laws, from time to time in force that apply to you;
- be responsible for making your own arrangements to access the Services, and use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services;
- not license, sell, rent, lease, transfer, assign, distribute, display, disclose, reproduce; or otherwise commercially exploit, or otherwise make the Services accessible to or available to any third party without our written consent; and
- not use the Services in any way which would:
- (A) breach any Applicable Law;
- (B) infringe any person’s rights in Intellectual Property or other legal rights; or
- (C) give rise to any cause of action against us, you or any third party;
- not use the Services in a manner that is, in our opinion, unlawful, objectionable, harmful, threatening, defamatory, obscene, infringing, harassing or offensive; or
- not do anything that would impair our rights, or our licensors’ rights in the Services.
- You agree to indemnify, hold harmless and keep indemnified and held harmless, us and our Personnel from and against any liability for loss and from and against any damages, costs, awards, proceedings, claims, demands, expenses (including reasonable legal fees) and inconvenience which arise as a result of your breach of clause 6.a.
7 DATA
We will process your Personal Data in accordance with Applicable Law, our Data Protection Notice found at https://www.id-pal.com/data-protection-notice/ and the instructions of our Customer. The Customer is the Data Controller of your personal data and will determine how your personal data is collected, used, shared and retained. For more information you can contact them directly.
8 CONFIDENTIALITY
- Each of us hereby undertakes to the other:
- to keep secret and strictly confidential, in perpetuity, all Confidential Information belonging to the other party;
- not without the other’s written consent to disclose the Confidential Information in whole or in part to any other person save those of its employees directly involved in the performance of these Terms and who have a need to know the same; and
- to use the Confidential Information solely in connection with the performance of these Terms and not for its own or the benefit of any third party.
- The provisions of clause 8.a shall not apply to the whole or any part of the Confidential Information to the extent that it is:
- already in the other’s possession other than as a result of a breach of these Terms; or
- in the public domain other than by breach of these Terms (or other obligation of confidentiality).
- Nothing in this clause prevents either party from disclosing Confidential Information to the extent that it is required to do so by Applicable Law or other competent authority, provided that it gives the other party as much notice as possible of such proposed disclosure and provides it with reasonable assistance in seeking to prevent any such disclosure.
- You agree to indemnify, hold harmless and keep indemnified and held harmless, us and our Personnel from and against any liability for loss and from and against any damages, costs, awards, proceedings, claims, demands, expenses (including reasonable legal fees) and inconvenience which arise as a result of your breach of this clause 8.
9 LIMITATION OF LIABILITY
- Nothing in these Terms limits or excludes a party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by Applicable Law.
- Subject to clause 9.a, we are not liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for loss of profits; loss of data; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any indirect or consequential loss.
- We shall have no liability in respect of any claim for breach of contract, negligence, breach of statutory duty or other claim in respect of any delay or failure by us to perform any of our obligations under these Terms where such failure results from any breach or negligence by you.
- We will have no liability to you or any third party for any claim for breach of contract, negligence, breach of statutory duty or other claim arising from or in connection with (a) your, the Customer’s or any other third party’s interpretation of, or reliance on any results or outputs obtained through the Service; or (b) any withdrawal of the Service.
- To the maximum extent permitted by Applicable Law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded from these Terms. We specifically disclaim any warranty or representation in relation to the operation of the Services, including that it will be uninterrupted or error-free or that our systems and software are free of Viruses or other harmful components, or that our security procedures and mechanisms will prevent the loss or alteration of or improper access to information or content by third parties.
- Subject to Clauses 9.a to 9.e, our total aggregate liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms, is limited to €100.
10 TERMINATION
- You may terminate these Terms at any time by deleting the App and/or ceasing to use and access the Services. We may terminate these Terms at any time by restricting access to the App.
- On termination or expiry of these Terms for any reason:
- you must immediately stop using the Services; and
- all licences granted under these Terms shall immediately terminate.
- Termination of these Terms will be without prejudice to any accrued rights and remedies available to us. Clauses 2, 5, 6, 7, 8, 9 10, 11 and 13 continue in force following termination or expiry of the Terms along with such other clauses as are necessary to give effect to those clauses. All other clauses of these Terms that by their nature should survive termination or expiration of these Terms survive any such termination or expiration.
11 DISPUTE RESOLUTION
12 NOTICES
- Notices to any party relating to these Terms must be in writing in the English language and will be sufficiently served if delivered by hand or if sent by registered post to the registered address of the recipient. Any such notice or communication is deemed to have been served, if delivered by hand, at the time of delivery; or if sent by pre-paid registered post, 48 hours after posting provided that any such delivery, transmission or postage outside the hours of 9.00am to 5.30pm is deemed to have been served on the next Business Day.
- Where we are required to give written notice under any provision of these Terms, we may do so by giving notice through the Services. Such notice will be deemed to have been served at the time of transmission.
- This clause 12 does not prevent us from sending you routine correspondence in relation to the Services or these Terms by email.
13 ADDITIONAL TERMS
- Each party on behalf of itself acknowledges and agrees with the other party that these Terms, constitute the entire agreement and understanding between the parties. Each party confirms that it has not relied on, and has no remedies in respect of, any representations, assurances or warranties (whether made innocently or negligently) except those expressly set out in these Terms.
- You shall not novate, assign, transfer, charge, sub-license, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms without our prior written consent. We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under these Terms and you agree to same and will execute any document necessary or desirable, in our sole opinion, attesting and/or giving effect to it.
- We are not liable or deemed to be in default for any delay or failure in performance of the Services or under these Terms resulting from causes beyond our reasonable control.
- Any failure by us at any time to enforce any provision of these Terms shall in no way affect our right thereafter to require complete performance by you, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any antecedent or subsequent breach of any such provision or be a waiver of the provision itself. Any waiver to be effective must be in writing.
- If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
- The formational, interpretation and operation of these Terms and all non-contractual obligations arising from or connected with them shall be governed by and construed in accordance with, and all disputes between the parties arising out of or in any way relating to these Terms or any disputes between the parties in any way connected with the subject matter of these Terms (whether contractual or non-contractual) shall be governed by, the laws of Ireland. Each Party submits to the exclusive jurisdiction of the Irish Courts. Nothing contained in this clause shall limit our right to bring enforcement proceedings in another jurisdiction or to seek interim, protective or provisional relief in the courts of another jurisdiction.
- Without prejudice to any other rights or remedies that we may have, you hereby acknowledge and agree that damages alone would not be an adequate remedy for any breach of these Terms by you. Accordingly, we shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.
- Our rights and remedies provided by the Agreement are cumulative and are not exclusive of any right or remedy provided under Applicable Law or in equity or otherwise under these Terms.