MANAGED IDENTITIES LIMITED
TRUSTD APPLICANT TERMS
This document sets out the Terms and Conditions ("Terms") on which Managed Identities Limited (“Managed Identities”) provides you (and/or, if applicable, the company, partnership or other organisation on whose behalf you are using Trustd) ("Applicant") with access to and use of certain verification and due diligence services through the Trustd app (“Trustd”).
Please read these Terms carefully before using Trustd. The Applicant acknowledges and agrees that by clicking on "I Accept", the Applicant agrees to be bound by these Terms. Where the Applicant is accepting these terms on behalf of a company, partnership or other organisation (“Organisation”), the Applicant hereby confirms that the Applicant is authorised to enter into binding contracts on behalf of such Organisation and the Applicant accepts these Terms on behalf of such Organisation (which shall hereinafter be included in all references to the “Applicant”). If the Applicant does not accept these Terms, the Applicant must make no use of Trustd.
These Terms may be subject to change from time to time and accordingly the Applicant is advised to refer back to these Terms from time to time and before making use of Trustd.
1. The Trustd Service
1.1 Trustd is owned and managed by Managed Identities Limited (Company No. 12044881) of Newstead House, Pelham Road, Nottingham, United Kingdom NG5 1AP (“Managed Identities”).
1.2 The Trustd verification services are as described on Managed Identities’ website from time to time or as otherwise agreed with the Applicant in writing.
1.3 Managed Identities shall provide the Applicant with access to and use of Trustd in consideration for: (i) the Applicant’s compliance with these Terms; and (ii) payment of any charges due in respect of all or any part of any chargeable Trustd services, as set out in the order placed by the Applicant and accepted by Managed Identities in respect of such chargeable Trustd services (“Charges”).
1.4 Subject to clause 1.5, Managed Identities shall keep confidential all information stored and retained by the Applicant using Trustd, subject to any legal and/or statutory requirements on Managed Identities to disclose such information about the Applicant.
1.5 The Applicant agrees and acknowledges that by making use of Trustd, organisations that have engaged Managed Identities to assist with the verification of their user base and such organisations’ other users, who may also be the Applicant’s potential clients/customers, and such organisations’ and users’ personnel (such organisations and personnel each being referred to as a "Verification Requester") will, to the extent that access is permitted by the Applicant, be able to view the Applicant’s full "Profile" information, which may contain, without limitation, the Applicant’s personal details, details of the Organisation, the Applicant’s employment history, skills and experience and the Applicant’s contact details. Managed Identities shall not be liable for any alleged breaches of confidentiality and/or privacy, where such alleged breaches arise out of or in connection with the submission of the Applicant’s details or the Applicant’s Profile to a Verification Requester in accordance with the Applicant’s consent.
1.6 For the avoidance of doubt, Managed Identities’ obligations shall be limited only to the provision of Trustd and do not in any way include acting on the Applicant’s or any Verification Requester’s behalf. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Applicant and Managed Identities, appoint either party as the agent of the other, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
1.7 Managed Identities may from time to time add, modify, suspend or cease (temporarily or permanently) the provision of any element of Trustd, with or without providing advance notice to the Applicant.
2. The Applicant’s Application
2.1 Managed Identities’ provision of Trustd, and the Applicant’s contract for use of Trustd (“Contract”) commences when the Applicant first uses Trustd or clicks “I Accept”, whichever is earlier.
2.2 By submitting an application for verification on behalf of him or herself or any company, partnership or other organisation, the Applicant warrants and represent that:
2.2.1 the Applicant are at least 18 years old.
2.2.2 the Applicant are legally capable of entering into binding contracts; and
2.2.3 the Applicant are not in any way prohibited by the applicable law in the jurisdiction in which the Applicant are currently located to enter into these Terms.
2.3 Managed Identities shall conduct verification and security procedures in respect of all information provided by the Applicant. If Managed Identities have reason to believe that the information provided by the Applicant to register and use Trustd or the Applicant’s use of Trustd breaches or is likely to breach any of the provisions in these Terms, Managed Identities, in Managed Identities’ sole discretion, may take any action that it deems appropriate including without limitation, to suspend or terminate Trustd, to cease processing the Applicant’s application for verification, to suspend or delete the Applicant’s Profile and/or to terminate the Contract with the Applicant.
3. The Applicant’s obligations
3.1 The Applicant shall at all times use Trustd in accordance with these Terms and strictly for the Applicant’s internal business use only. The Applicant shall keep the Applicant’s Profile and the Applicant’s Submissions (defined in clause 3.2 below) safe and secure to ensure that they are not used without the Applicant’s permission. The Applicant must notify us immediately if the Applicant have reason to believe that there has been unauthorised use or access to either the Applicant’s Profile or the Applicant’s Submissions. The Applicant shall be solely responsible and liable for any breaches of these Terms arising out of or resulting from use of the Applicant’s Profile and Submissions to access Trustd, whether such use is authorised by the Applicant or not.
3.2 The Applicant shall procure that the Applicant’s use of Trustd, including the submission of the Applicant’s Profile or any images, videos, audio, files, links to external website, information and all other material of all format ("Applicant’s Submissions"):
3.2.1 comply with all applicable laws and legislations;
3.2.2 do not infringe any intellectual property rights or other proprietary rights of any third party;
3.2.3 would not reasonably be deemed to be offensive, illegal, or inappropriate;
3.2.4 do not display pornographic or sexually explicit material;
3.2.5 do not promote or contain information that the Applicant know or believe to be inaccurate, false or misleading;
3.2.6 do not invade or violate any third party’s right to privacy; and
3.2.7 do not transmit “junk mail”, or “chain letters”, or unsolicited mass mailing, messaging or “spamming”.
3.3 Unless otherwise explicitly stated by Managed Identities, Managed Identities does not verify the accuracy and completeness or edit any of the Applicant’s Submissions, or any other information and materials created or provided by the Applicant via Trustd, to determine whether they may result in any liability to any third party. The Applicant hereby warrant that the Applicant’s Submissions are accurate, complete and not misleading and that the Applicant have the right to use all information and material contained therein.
3.4 The Applicant shall not:
3.4.1 at any time use Trustd with the purpose of impersonating another user or person; or
3.4.2 use the information made available to the Applicant through the Applicant’s use of Trustd for any purpose other than for achieving legitimate and appropriate verification via Trustd; or
3.4.3 do anything whatsoever which shall or is likely to impair, interfere with, or cause harm or distress to any persons using Trustd or in respect of the network.
3.5 In certain circumstances Managed Identities may choose to instigate legal proceedings as appropriate if there is illegal use of Trustd, or to disclose information to any third party who alleges that any material posted or uploaded by the Applicant to our site has been done so fraudulently or otherwise illegally or constitutes a violation of their intellectual property rights or of their right to privacy. The Applicant shall promptly notify Managed Identities if the Applicant becomes aware of any suspected breaches of this clause 3 by the Applicant, its personnel or any Verification Requester.
4. Interaction with Partners AND Customers
4.1 The Applicant is solely responsible for the use of Trustd and the management of the Applicant’s verification through Trustd.
4.2 The Applicant is also responsible for any correspondence or contact between the Applicant and each Verification Requester, including where such Verification Requester has contacted the Applicant directly.
4.3 In using Trustd, the Applicant shall:
4.3.1 where appropriate, provide all information reasonably requested by each Verification Requester including without limitation, the Applicant’s identification, qualifications, training and experience and confirmation that the Applicant have the right to work in the relevant jurisdiction; and
4.3.2 notify Managed Identities immediately in the event the Applicant has any reason to believe or suspect that a user has breached any of its Terms or that any verification request by a Verification Requester is not genuine or is false, inaccurate and/or incomplete.
4.4 The Applicant acknowledges and agrees that when the Applicant uses Trustd, Managed Identities does not guarantee:
4.4.1 that the Applicant will achieve verification of the Applicant’s identity or pass any due diligence requirements of any Verification Requester;
4.4.2 that the results of the verification and due diligence checks performed by Managed Identities will be accurate or complete; or
4.4.3 that the Applicant will achieve any specific results whatsoever.
4.5 The Applicant further agrees that Managed Identities does not warrant, guarantee or verify the identity of Verification Requesters.
4.6 Any contractual arrangements for any services to be provided by the Applicant to a Verification Requester shall be separately negotiated and entered into by the Applicant and the Verification Requester directly. The Applicant acknowledges and agrees that such contractual arrangements are between the Applicant and the Verification Requester and Managed Identities is not liable for any loss or damage suffered by the Applicant resulting from a dispute arising from such arrangements, and you release and hold Managed Identities harmless from any such loss or damage or any liability in relation to any such dispute.
5.1 The charges (if any) to access Trustd are as set out in the Trustd app or as provided to the Applicant at the time you place your order to use Trustd ("Charges").
5.2 Unless otherwise agreed by Managed Identities in writing, the Charges shall be payable by the Applicant monthly in advance, in the manner as communicated to the Applicant via the Trustd app.
5.3 All Charges are exclusive of VAT and all other taxes or duties and are non-refundable for any reason whatsoever.
5.4 Managed Identities may offer Applicants the option to purchase additional products and services that are supplied by third parties as set out in Trustd. Use of such products by the Applicant shall be governed by the relevant third party’s terms and conditions, a copy of which shall be available via Trustd or from the relevant third party’s website. The Applicant shall comply with such third party’s terms and conditions.
6.1 The Applicant may terminate the Applicant’s Contract by ceasing all use of Trustd.
6.2 Managed Identities shall be entitled to suspend and/or terminate the Applicant’s Contract and/or the Applicant’s access and use of Trustd where:
6.2.1 any of Managed Identities’ network providers and suppliers cease providing Managed Identities with their services;
6.2.2 Managed Identities has reason to believe that the Applicant has breached any of the provisions of these Terms; or
6.2.3 Managed Identities has reason to believe that the Applicant has or is likely to fail to comply with the applicable laws and legislation.
6.3 Upon termination of the Applicant’s Contract, the Applicant shall no longer be permitted to access Trustd. All rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
7.1 The Applicant hereby warrants that the Applicant (i) has the right and capacity to enter into these Terms; (ii) agree to abide by and comply with all applicable laws, rules and regulations regarding the Applicant’s use of Trustd, and (iii) the Applicant shall abide by any reasonable directions relating to Trustd, as may be provided to the Applicant by Managed Identities from time-to-time.
7.2 Managed Identities relies on other service providers (such as network provider, data centres, telecommunication providers and verification organisations) to make Trustd available to the Applicant. Whilst Managed Identities takes all reasonable steps available to it to provide the Applicant with a good level of service, Managed Identities does not guarantee that such service shall be fault free or uninterrupted at all times. Managed Identities therefore shall not be liable in any way for any losses the Applicant may suffer as a result of delays or failures of Trustd as a result of Managed Identities’ service providers.
7.3 Except as expressly set out herein, to the maximum extent permitted by law, Managed Identities expressly excludes all representations, warranties, obligations and liabilities in connection with Trustd, including but not limited to the warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.
7.4 All information and content available on Trustd is provided to the Applicant “as is” and the Applicant agrees that any use made by the Applicant of such content shall be strictly at the Applicant’s own risk. Managed Identities recommends that the Applicant does not rely on such information in making or refraining from making a decision or to embark on a specific course of action.
7.5 Managed Identities may display links to third party websites and third-party advertising banners on Trustd. Such third-party websites or services will have separate terms and conditions, which the Applicant should ensure you read and understand when using such third party website or Applicant Services. However, Managed Identities shall not be responsible and does not accept any liability for the content and the Applicant’s use of such third-party links and advertising banners.
8. Limitation of liability AND INDEMNITY
8.1 Subject to Clause 8.2, Managed Identities will not be liable for losses that result from Managed Identities’ failure to comply with these Terms that fall into the following categories:
8.1.1 consequential, indirect or special losses;
8.1.2 loss of income or revenue;
8.1.3 loss of business;
8.1.4 loss of profits;
8.1.5 loss of anticipated savings;
8.1.6 loss of data; or
8.1.7 waste of management or office time.
8.2 Nothing in these Terms and Conditions excludes or limits Managed Identities’ liability for:
8.2.1 death or personal injury caused by our negligence;
8.2.2 fraud or fraudulent misrepresentation;
8.2.3 any breach of the obligations imposed by section 12 of the Sale of Goods Act 1979; or
8.2.4 any other matter for which it would be illegal for Managed Identities to exclude or attempt to exclude our liability.
8.3 Subject to clauses 8.1 and 8.2, above, the total aggregate liability of Managed Identities that may arise under or in connection with this Agreement shall be limited, in the aggregate, to the sum of £100.
8.4 The Applicant hereby indemnifies Managed Identities in respect of all losses, costs and expenses (“Losses”) incurred by Managed Identities in connection with Managed Identities’ performance of this Agreement in accordance with its terms, including but not limited to: (i) all Losses suffered by Managed Identities as a result of the Applicant’s failure to obtain consent from individuals whose personal data will be processed by Managed Identities in connection with the verification of the Applicant; and (ii) all Losses incurred by Managed Identities in connection with any dispute between the Applicant and a Verification Requester.
9. Intellectual property rights
9.1 Managed Identities and its licensors own all intellectual property rights in and to Trustd. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
9.2 The Applicant may print off one copy and the Applicant may download extracts of pages from Trustd solely for the Applicant’s personal use and only as necessary for you to receive the benefit of Trustd.
9.3 The Applicant must not use any part of the submissions of Customers or other users or any other materials on or that form part of Trustd for any purpose other than accessing Trustd or obtaining a benefit from Trustd in accordance with these Terms.
10.1 If the Applicant wish to lodge a complaint about a Customer or another user for breaching any of these Terms and in particular, the terms under clause 4, the Applicant may do so by sending Managed Identities details of the Applicant’s complaint by emailing us at email@example.com. Managed Identities will use Managed Identities’ reasonable endeavours to respond to the Applicant’s complaint within a reasonable time but shall be under no obligation to take any action as a result of the Applicant’s complaint.
11.1 Both parties shall comply with all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms, principally the General Data Protection Regulation and the United Kingdom Data Protection Act 2018 (“Data Protection Laws”). In each case including all other successor legislation and regulation thereto.
11.3 Where the Applicant’s Submissions include the personal data of any individual that is not providing such personal data to Managed Identities directly, the Applicant hereby confirms that the Applicant has a lawful basis for the provision of such personal data to Managed Identities and that the Applicant has made such individual aware of, and such individual has acknowledged, our Privacy Notice.
11.4 Managed Identities will provide verification information to a Verification Requester, subject to the Applicant having consented to the same. Thereafter such verification information will be processed by the Verification Requester in accordance with such Verification Requester’s Privacy Notice. The Applicant hereby confirms that it has procured the specific and express consent of each individual whose personal data will be provided to the Verification Requester and has and drawn such individual(s)’ attention to the Verification Requester’s Privacy Notice.
12.1 If Managed Identities fail at any time to insist upon strict performance of its obligations under these Terms, or if Managed Identities fail to exercise any of the rights or remedies to which Managed Identities is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve the Applicant from compliance with such obligations. No waiver by Managed Identities of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to the Applicant in writing.
12.2 All notification and communication to Managed Identities should be sent to the contact details made available to the Applicant on Trustd.
12.3 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
12.4 These Terms represent the entire agreement between the Applicant and Managed Identities in respect of the Applicant’s use of Trustd and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.5 The Applicant acknowledge that in entering into these Terms, the Applicant have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on Trustd, the Internet or in negotiation between us except as expressly set out in these Terms.
12.6 Managed Identities reserve the right to modify these Terms at any time. Any changes Managed Identities may make to this document in the future will be notified and made available to the Applicant using Trustd.
12.7 These Terms shall be governed by and construed in accordance with English law and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).