Terms & Conditions

We use text messaging to communicate with you about your service. Normal messaging rates apply and the frequency of messages may vary. Mobile Carriers are not liable for delayed or undelivered messages.

No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All other categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

Opt-out of text message communications. You may opt-out of text messaging at any time by replying to any message with STOP contacting us at company@email.com. This will end the communications from that particular phone number. You may continue to receive service-related and other non-marketing text messages from other phone numbers managed by Company, and you may opt out of those in a similar fashion.

1. Interpretation

1.1. In this agreement, the following definitions shall apply.

Access Date

The date by which CT7H shall make available the Portal for the Services as set out in the Sign Up.

Additional Services

Any additional service, not included in the Services.

Authorized User

A person, firm or company which is duly authorized to access and use CT7H in accordance with clause 2.2 and Clause 6 (Authorized User) or Your Customer.

Customer

Any person recognised in law that You wish to utilize CT7H.

Cybersecurity Requirements

All laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, and sanctions, applicable to either party and relating to security of network and information systems and security breach and incident reporting requirements, including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) and the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Data Processing Requirements

Data processing requirements set out in APPENDIX 1;

Derived Data

Data that results from CT7H’s observation, analysis or other processing of Your Data and that is anonymised (to exclude any Personal Data) and may be aggregated with other data of CT7H.

Documentation

The documentation made available to You by CT7H from time to time (whether online or in hard copy) which sets out a description of, and user instructions for, CT7H, including user manuals, operator guides, training materials and other documentation provided or otherwise made available by CT7H to You for use in conjunction with CT7H.

Fees

The fees payable for the use of CT7H specified in the Sign Up and as may be modified from time to time by notice to you.

Good Industry Practice

In relation to any undertaking and any circumstances, the exercise of that degree of care, and skill which would reasonably and ordinarily be expected from a skilled, professional and experienced person or entity engaged in the same or similar type of business or offering the same or similar type of cloud-based service, including software-as-a-service.

Initial Engagement

The original term or period the parties have agreed for utilization of CT7H.

Intellectual Property Rights

Patents, trademarks, service marks, design rights (whether registrable or otherwise), Sign Ups for any of those rights, copyright (including all rights in software and any database rights), know-how, confidential information, trade or business names and any similar rights or obligations whether registrable or not in any country.

Personal Data

Any information relating to an identified or identifiable natural person including, but not limited to, Your Data.

Relevant Regulator

The regulator, or its successor, under which You are regulated.

Relevant Regulator Rules

The rules and guidance of the Relevant Regulator as contained in any handbook, guidance notes or equivalent, as may be updated from time to time.

Services

The provision of, access to and use of CT7H

The application completed by You, to use Verify including any declarations , disclosures and the Fees and Specification of Verify;

Contact & Support

Based on your preference you may be contact by us from the following channels:

Text messages. We use text messaging to communicate with you about our services. Normal messaging rates apply and the frequency of messages may vary. Mobile Carriers are not liable for delayed or undelivered messages.

You may opt-out of text messaging at any time by replying to any message with STOP contacting us at help@CT7H.net. This will end the communications from that particular phone number. You may continue to receive service-related and other non-marketing text messages from other phone numbers managed by Company, and you may opt out of those in a similar fashion.

Instant Messaging Apps. You can be contacted via Whatsapp or the instant messaging application of your choice. You can opt-out from receiving our newsletters anytime, just by sending a message, or you can change your preference in your account page at www.ct7h.net

Email. If you chose email as your preferred contact channel, you will receive newsletters, promos, and marketing information to your registered email address. To Opt-Out from receiving this information, just need to click the opt-out link at the bottom of our emails.

SMS By providing your mobile phone number, you consent to receive SMS messages from CT7H related to Customer Assistance .

- Message Frequency

Message frequency may vary.

- Message and Data Rates
Standard message and data rates may apply.

- Opting Out
You may opt out of receiving SMS messages at any time by replying with "STOP" to any SMS message you receive from us. After opting out, you will receive a confirmation message, and we will cease sending SMS messages to your number.

- Help and Support
If you need assistance or have questions about our SMS service, reply with "HELP" to any SMS message you receive, or contact our customer support team at help@ct7h.net

- Privacy Policy

Your phone number will be handled in accordance with our Privacy Policy, available at https://www.ct7h.net/privacy-policy.

No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

Specification

The verification of Your Customers information and credentials by carrying out due diligence on Your Customers as set out in the technical and functional features, descriptions, specifications, and performance requirements of CT7H in the Sign Up, as may be updated from time to time.

Term

The term of this agreement, as stated in the Specification.

CT7H’s terms of use as in force from time to time, as accessible within CT7H

Third Party Services

Services or data procured by You or CT7H, as the context determines, to be supplied by third parties, access to which is made available through CT7H.

Updates

Updates, new releases, revisions, extensions, versions, upgrades, improvements, bug fixes, patches, enhancements or other modifications made generally available to all users of CT7H.

You

The firm or individual that has completed Sign Up.

Your Data

Data held on or otherwise processed by CT7H relating to You or Your own Customers’ affairs.

Your Hardware

The computing devices and related technology artifacts utilized by You utilizing the Services.

1.2 The definitions include, as the context may require, the singular or the plural form of the term used.

1.3

1.3.1 Clause headings are inserted for ease of reference only and do not affect construction.

1.3.2 References to “writing” or cognate expressions include a reference to email or comparable means of non-verbal communication.

1.3.3 References to clauses and Appendices are to the clauses of and Appendices to this agreement.

1.4 The Appendices form part of this agreement. If there is any conflict or inconsistency between any of the provisions of the main body of this agreement and the Appendices, the main body of this agreement shall prevail.

1.5 The rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word "other", "including", "in particular", "for example" or any similar expression shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.

1.6 General words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

2. License to use CT7H, Data Sources, Requirements

2.1 In return for your payment of the Fees in accordance with this agreement, CT7H hereby grants to You, on and subject to the terms and conditions of this agreement and the Terms of Use, a non-exclusive license to access and use CT7H during the Term for its own business purposes.

2.2 The license granted under clause 2.1 shall extend to use by: (a) Your Affiliates; (b) Your Customers duly authorized by You or Your Affiliates to use and access CT7H, but shall otherwise be non-transferable, non-sub-licensable and non-assignable

2.3 Your business may or may not be subject to specific industry regulation. CT7H provides intuitive technical digital operational solutions. CT7H is not required to be regulated by a regulator (other than a data protection regulator) to provide Services. CT7H has implemented the requirements for CT7H as described in the service descriptions.

2.4 You warrant and represent to CT7H that you have done such reasonable due diligence of CT7H and take sole responsibility for its suitability for its intended purposes and Your obligations to the Relevant Regulator under the Relevant Regulator Rules. You acknowledge that CT7H is making available to it a general service made available to its customers generally and that it is not making a bespoke service specifically for Your individual requirements.

3. CT7H term

3.1 This agreement will commence on the Access Date and shall (subject to any period of Initial Engagement and rights to termination under clause 28 (Termination) or as otherwise set out in this agreement) continue in force until notice is served under clause 28 (Termination).

4. CT7H Services

4.1 In consideration of Your payment of the Fees in accordance with this agreement, CT7H shall provide the following Services to You:

4.1.1 Access to and use of CT7H through the website in accordance with this agreement and options as selected by you in the Sign Up.

4.1.2 Access to the Website or such other electronic access as we agree with you.

4.1.3 Access for Your Customers to the verification site

4.2 CT7H warrants to and undertakes with You that:

4.2.1 In respect of the provision of Services to You, it will perform its Services in accordance with the instructions received from You as evidenced in a Sign Up: and law and regulations applicable to it in delivery of the Services;

4.2.2 CT7H will perform the Services with utmost care and skill and in accordance with Good Industry Practice and any performance criteria specified in this agreement or at Sign Up.

4.2.3 CT7H will in all material respects conform to the latest release of the Specification.

4.2.4 CT7H does not and will not infringe the Intellectual Property Rights of any person not a party to this agreement.

4.2.5 It has and will maintain all licenses, consents, and permissions necessary for the performance of its obligations under this agreement;

4.2.6 It shall use all reasonable efforts in accordance with Good Industry Practice to ensure that CT7H will be virus-free and will not include any malicious software or device designed to prevent, impair or otherwise adversely

affect the operation of any software, hardware or network.

4.2.7 It shall use all reasonable efforts in accordance with Good Industry Practice to ensure that it and any of its subcontractors comply with all applicable laws pertaining to the confidentiality and security of Your Data and Personal

Data.

4.3 Except as expressly provided otherwise, any dates or timeframes for provision of the Services as set forth in this agreement and applicable appendices, exhibits and attachments are estimates only, except where they have been agreed as definitive dates under the processes of Clause 13 (Governance).

4.4 It is the responsibility of You to ensure that You and your Authorized Users have a suitable internet service and that the hardware, telecommunications services and software necessary to access Verify over the internet as CT7H recommends from time to time. Tiller takes no responsibility for the performance of any such hardware, telecommunications services, software or internet service, or for the performance or availability of the internet itself

5. Exclusivity and restrictions

5.1 Certain of our Third-Party Providers may require restrictions or requirements to be observed by you, and this may change from time to time. Where this happens, we will notify you of the change and you will observe the new arrangements from the date that notification is effective.

5.2 During the Term of this Agreement, You undertake not to

5.2.1 Reverse engineer distribute or create, any services or products or features that compete with the Products, Services or Features; or

5.2.2 Distribute or resell the Products, Services and/or Features other than as expressly contemplated by this Agreement.

5.3 Where we have evidence that you are carrying out or have done any excluded activity, we may

5.3.1 Terminate your access or that of any Authorized User or terminate this arrangement.

5.3.2 You hereby assign and novate all intellectual property rights in your developments resulting from the excluded activity and grant CT7H the power (to be exercised by any one of its directors) of attorney by executing this

agreement to do on behalf of CT7H anything which you can lawfully do by an attorney in relation to those rights.You will be required to and will account to CT7H for all economic benefit so derived.

5.4 Third-Party Providers current restrictions are set out in Appendix 2.

6. Authorized Users

6.1 You shall not permit any person other than an Authorized User to access and use CT7H Portal and You shall not, and shall procure that no Authorized User shall, save for the allocation of Authorized User permissions, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any person not a party to this agreement in any way without the prior written consent of CT7H, taking into account the commercial impact of such proposal on its commercial interests, and specifically the additional work to conform CT7H to the needs of any such person that would become entitled by Your actions and Your obligations under this Agreement.

6.2 You and Your Authorized Users are responsible for maintaining the confidentiality of their respective usernames and passwords, and are fully responsible for all activities that occur under their account.

6.3 You are responsible for ensuring compliance by your Authorized Users with the terms of this agreement and the Terms of Use and shall be fully liable for the acts or omissions of Your Authorized Users as if they were the acts or omissions of You.

6.4 You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, Verify and, in the event of any such unauthorized access or use, shall promptly notify CT7H.

6.5 You may decide to set different access rights for each Authorized User and different arrangements for Your Customers who are Authorized Users and other Authorized Users.

6.6 We will make arrangements to organize the data CT7H retains for each Customer, and facilitate your access to reports on Customers through our Portal, and interrogate data as the features of the Portal permit.

6.7 If You or any Authorized User becomes aware, or suspects, or has reason to believe or confirms that a person who was an Authorized User but is no longer to be one, or there has been any of any misuse of any CT7H or materials, or any security event in connection with this Agreement that could compromise the security or integrity of CT7H or otherwise adversely affect CT7H or our licensors, or if You or any Authorized User learns or suspects that any Security Feature has been revealed to or obtained by any unauthorized person.

You shall (whether you have notified us or not):

Cooperate in any investigation of the situation;

Fully co-operate with CT7H to remedy the issue as soon as reasonably practicable; and

6.8 CT7H may suspend your rights (or those of any third party under this Agreement until the misuse or security event or unauthorized disclosure of the security feature is remedied, or if Tiller in its sole discretion, determines that immediate action is required to be taken, Tiller may terminate this Agreement.We may change security features on notice to You or the Authorized Users at any time for security reasons

7. Your customers

7.1 CT7H and You agree that CT7H does not have, nor does it wish to have, any direct dealings with any of Your Customers by this Agreement, other than processing Services. It is agreed that:

7.2 You are responsible for undertaking all due diligence as required by applicable laws in relation to each of Your Customers’ and all applicable monitoring of Your Customers’ activities as are necessary to combat market abuse, fraud, money laundering and other criminal activities and the provision of Your services to Your Customers’;

7.3 You are responsible for any products or services offered or given by You to Your Customers including, without limit, ensuring that any product or service is suitable or appropriate for Your Customer;

7.4 You will not facilitate direct access of Your Customer to Verify except as specified through CT7H verification portal and

7.5 CT7H will not be responsible for providing any services directly to any Your Customer, all communications with Your Customers will be the responsibility of You.

7.6 CT7H will make arrangements for you to view and download reports, information and data on your Company, or use of Verify. These may be called an “account” or similar term. Those arrangements will be secured so that only You through your Authorized Users may access the information through those arrangements.

7.7 You will

Obtain Your Customer’s consent to your use of CT7H

Conform to the administrative and security arrangements set out in our Portal for each Customer

Inform your Customers that they will be asked to accept the terms of conditions.

8. CT7H updates

8.1 CT7H may from time to time, for any technical, legal, performance or operational reasons, make updates to CT7H (but not so as to materially adversely affect the performance of the CT7H Services).

8.2 Before making any material change to Verify, save where the change is required to be made for legal compliance or is strictly necessary for operational or system security reasons, CT7H shall give You as much notice in writing as is reasonably possible in the circumstances to allow You the opportunity to adjust Your operational processes.

8.3 Excluding any Update where the change is required to be made for legal compliance or is strictly necessary for operational or system security reasons, if You reasonably evidences that any Update or other change to Verify will have a materially adverse effect on the functionality of CT7H, You shall provide written notice setting that out to CT7H and the parties will discuss how best to resolve the issue in accordance with Clause 13 (Governance).

8.4 If You have proven that there is a materially adverse change to CT7H which affects in a material way CT7H functionality, and; (i) that update cannot be modified by Tiller; and (ii) the process set out in Clause 13 (Governance) has been exhausted, You may reject the Update for Verify. Should You reject the update for a CT7H option you must terminate this Agreement.

8.5 You shall be entitled without additional cost to access and use any Updates introduced from time to time by CT7H as additions to the core features and functions of CT7H and which are intended for use by all users of CT7H.

8.6 CT7H may from time to time offer You the option to implement, for additional Fees, any new features or modules which CT7H has developed and which (at CT7H’s sole discretion) are optional and are not implemented by CT7H by default as additions to the core features and functions of CT7H.

9. CT7H obligations

9.1 The obligations of CT7H are determined by this agreement, including Specification as may be updated by operation of Clause 133 (Governance).

9.2 Hardware

9.2.1 CT7H will be solely responsible for the maintenance and effectiveness of CT7H’s hardware and will not be responsible for the maintenance and effectiveness of Your Hardware.

9.3 Software

9.3.1 CT7H agrees to:

Make available CT7H Services to the specification in the CT7H Portal;
Deliver services through CT7H, and provide CT7H ready for service; on the terms and conditions set out in this agreement.

9.4 Receive and acknowledge Your requests or suggestions about the CT7H Portal.

9.5 CT7H works to the criteria set out in the CT7H Portal, and is responsible to You for the tools and information generated by CT7H.

You are responsible for your compliance with your regulations.
You remain responsible to your regulator(s) for the suitability of and construction of your operational environment to identify and carry out background checks on Your Customers.
You are responsible to Your Customers and Your regulators for Your products and services and all pre compliance checking of Customers.
CT7H Portal does not include any linking or messaging to your operational systems other than as provided through Services.

10. Access to CT7H

10.1 CT7H shall be available to you through the Portal on or before the applicable Access Date.

10.2 CT7H shall supply to You, within a reasonable time on and from Access Date, security protocols for you to access CT7H. All you need to do is make the appropriate selections offered within the security protocols and arrange for the same to be done for Authorized Users or Customers There are no updates to be made to Your Software, all you need is access to the internet to access Verify. You should make your own operational arrangements to disseminate and record information received through CT7H.

10.3 CT7H shall complete access through the Portal by the Access Date as may be amended by Clause 133 (Governance).

10.4 You are responsible for keeping safe the security protocols that will be made available to you, and you select to access CT7H. All activity under your security protocols will be charged to you.

11. Security of information and CT7H

11.1 CT7H warrants that the security of information in CT7H, or as may be agreed under or Clause 13 (Governance) and its information systems is up to date and accurate and that it will update You immediately in the event of any changes to such information. This warranty does not extend to the security of governments’, government agencies or Third-Party Services that CT7H needs to access to provide Services.

11.2 CT7H shall notify You immediately if it becomes aware of any incident that materially affects the security of its information systems relevant to CT7H and respond without delay to all queries and requests for information

from You about any Incident, whether discovered by CT7H or You, in particular bearing in mind the extent of any reporting obligations You may have under Cybersecurity Requirements and that You may be required to comply with statutory or other regulatory timescales.

11.3 CT7H will use its best endeavors to ensure the continuity of any services to be provided by You via CT7H.

11.4 CT7H agrees to cooperate with You in relation to:

(a) all aspects of its compliance with cybersecurity of CT7H;

(b) any requests for information, or inspection, made by any regulator (including in connection with Cybersecurity of CT7H);

(c) any request for information made in respect of any of the information provided or any policies referred to by CT7H; and

(d) any security event.

11.5 CT7H shall (and warrants and represents that it shall) at all times in accordance with Good Industry Practice.

11.5.1 Implement, operate, maintain, and adhere to, appropriate policies to enable CT7H, as a minimum, to discover and assess incidents, and to prioritize those incidents, sufficient to meet its reporting obligations

11.5.2 Mitigate against all incidents.

11.6 CT7H shall:

11.6.1 Take reasonable precautions to preserve the integrity of any data which it processes and to prevent any corruption or loss of such data.

11.6.2 Make a backup copy of such data and record the copy on media from which the data can be reloaded if there is any corruption or loss of the data.

11.6.3 In any events attributable to CT7H, promptly restore the data at its own expense or, at Your option, promptly reimburse You for any reasonable expenses it incurs in having the data restored by a third party; and

11.6.4 Conform to Clause 20 (Data Protection).

11.7 You will not allow Your Account to be accessed by any individual that is not an Authorized User or Customer. We may at our discretion from time-to-time block or decline to accept any proposed Authorized User.

12. Your obligations

12.1 You shall:

12.1.1 Not ask any person under the age of 18 (or if an older age of legal capacity to give consent or enter into agreements applies in the jurisdiction you operate, that age) to access the Portal

12.1.2 Maintain such regulatory permissions, authorizations and regulatory status in your home jurisdiction to enable you to provide your service to Your Customers.

12.1.3 Co-operate with CT7H and provide it with such information and assistance as CT7H shall reasonably require to enable it to perform the Services.

12.1.4 Make available to CT7H the Customer details to allow Services to be provided.

12.1.5 Require the Customer to confirm it accepts CT7H will process data before they are given the link to CT7H and accept the statements made in APPENDIX 2

12.2 CT7H shall have no liability for any failure to perform the Services in accordance with this agreement to the extent that such failure or delay results from Your failure to comply with its obligations in clause 12.1.

12.3 You may only use CT7H for lawful purposes and must not use it in any way that breaches any applicable local, national or international law or regulation or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

12.4 You warrant to and undertake with CT7H that you shall not, and shall ensure that no Authorized User shall, unless otherwise authorized by CT7H:

12.4.1 Interferes or attempts to interfere with the proper working of CT7H or disrupt CT7H or any network connected to CT7H.

12.4.2 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure

of the software used in CT7H

12.4.3 Take any action which imposes an unreasonable or disproportionately large load on CT7H’s infrastructure.

12.4.4 Gain or attempt to gain unauthorized access to any computer system or network connected to CT7H.

12.4.5 Copy or modify any part of or create any derivative works from, CT7H.

12.4.6 Circumvent, or attempt to circumvent, the generation of activity or transaction entries conducted over Your CT7H account.

12.4.7 Analyze, use or access CT7H in order to build a product or service which is the same as or similar to Verify

12.4.8 Resell or whitelabel CT7H without agreeing to CT7H’s conditions for doing so .

12.5 For the avoidance of doubt, nothing in this agreement shall prevent You from carrying out your own configuration of any data received through CT7H as all CT7H services are accessed through the Portal.

13. Governance

13.1 The Parties agree to manage the relationship between them through the governance structure set out in this clause and more fully detailed in the information contained in the Portal.

13.2 Full will provide information through Verify for

13.2.1 Service availability

13.2.2 Updates to service

13.2.3 Service performance and effectiveness, and

13.2.4 Notices on restriction of service, limitations of service, or issues relevant to Verify

13.3 Should You have reason to contact CT7H to commend it in performance of service or Governance You shall use the contact details for CT7H through the Portal and

CT7H will respond to all questions within the stated response times;

If one or more meetings are appropriate, to resolve the matters brought to their notice under this clause, CT7H shall ensure that accurate minutes and records of meetings are held.

14. Fees

14.1 Current fees and the arrangements or process by which we will collect those are available through the Portal. If there is an overlap or contradiction between this Agreement and the Portal, the terms set out in the Portal overrule this Agreement.

14.2 Whatever the current fee arrangements and processes the following core terms apply.

14.3 Unless otherwise specified, CT7H shall invoice You monthly in arrears for Services performed for that month.

14.4 You shall pay to CT7H the Fees in accordance with the fee rates and terms of payment set out in CT7H Sign Up or Portal.

14.5 Payment methods

14.5.1 CT7H may utilize third party payment websites or providers to facilitate you paying CT7H Fees and provide payment details to them for the relevant fees or charges to be Paid by You, to facilitate payment to CT7H.

14.5.2 Where we require you to complete a direct debit mandate, standing order, or provide credit or debit card details you must do so, or you will not be able to utilize CT7H that is dependent on those details being provided.

14.5.3 Where these arrangements are in place You will provide to Us valid, up-to-date and complete credit card details or a completed direct debit mandate and any other relevant valid, up-to-date and complete contact and billing

details and, if You provide Your credit card details or direct debit mandate to Us, You hereby authorize Us to bill such credit card or bank account for the relevant subscription or other fees that may be applicable for the relevant Verify

or services and/or features. If you do not you will not be able to further utilize CT7H Package dependent on those.

14.6 Third Party Supplier Fees incurred by CT7H because of You as specified in the Sign Up and disclosed to you as part of your use of CT7H will be paid by You to CT7H as a cost or disbursement.

14.7 The Fees and all other amounts and fees stated or referred to in this agreement are exclusive of value added tax, which where applicable shall be added to CT7H’s invoices at the prevailing rate from time to time.

14.8 The Fees become due and payable on and from the Access Date.

14.9 Collection of payment may be made by CT7H from your nominated account, payment service provider bank or credit card before an invoice is issued, as described in your particular CT7H payment arrangements

14.10 Unless otherwise specified, all Fees due for Your use of CT7H shall be non-cancellable and non-refundable.

14.11 You shall pay each undisputed invoice submitted by CT7H within the period specified in any invoice. If You have any valid reason for disputing any portion of an invoice, You shall so notify CT7H within seven (7) calendar days of receipt of invoice by You, paying any undisputed portion of the invoice, and if no such notification is given, the invoice will be deemed valid and accepted.

14.12 You shall make each payment due and undisputed to CT7H under this agreement in full, free of any set-off, deduction or counterclaim and in cleared funds to a bank account nominated in writing by CT7H.

14.13 Payments of Fees, and expenses under this agreement shall be made in the currency stated in any invoice or such other currency as may be agreed by the Parties.

14.14 After the initial Engagement, and on each anniversary thereafter, CT7H may increase its fees by providing at least sixty (60) calendar days written notice to You prior to the effective date of the Fee increase, and CT7H Portal and/or Sign Up will be deemed amended accordingly or (ii) by such amount as CT7H determines is appropriate to the particular activities that CT7H provides you with and the pricing model you have selected.

14.16 CT7H Third Party Service costs and fees, as defined in CT7H, will be as determined by the provider of those services and may be increased or decreased as provided for in terms of the engagement with that provider. If CT7H absorbs the costs of that provider in the commercial terms agreed with You, then if those costs increase, the Fees may increase at separate intervals to CT7H’s own Fees. CT7H may increase these by providing You at least sixty (60) calendar days' written notice to You prior to the effective date of the Fee increase, and CT7H Portal and/or Sign Up will be deemed amended accordingly.

15. Confidentiality

15.1 Each party will treat as confidential this Agreement and all information obtained from the other party under or in connection with this agreement which is designated as confidential by the other party or which is by its nature clearly confidential or proprietary to the other party (“Confidential Information”).

15.2 The recipient party will not disclose such Confidential Information to any person (except only to those employees, directors, agents, sub-contractors, CT7H and other representatives who need to know it) or use such Confidential Information for purposes other than in connection with this agreement without the other party’s prior written consent.

15.3 This clause will not extend to information that:

15.3.1 Is or becomes publicly known other than through any act or omission of the receiving party;

15.3.2 Was in the other party's lawful possession before the disclosure;

15.3.3 Is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

15.3.4 Is independently developed by the receiving party, which independent development can be shown by written evidence; or

15.3.5 Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

15.4 Each party will ensure that all persons to whom it discloses any Confidential Information of the other party are aware, prior to disclosure, of the confidential nature of the information and that they owe a duty of confidence to the other party. Each party shall be liable for any use, disclosure or dissemination of the other party’s Confidential Information by persons to whom it discloses or disseminates Confidential Information of the other party.

15.5 You acknowledge that details of CT7H and the Portal constitute CT7H’s Confidential Information, except when such details constitute or reference Your Data, Your Configuration, or Your Requirements.

15.6 CT7H acknowledges that Your Data, and Your Requirements are Confidential Information of You.

15.7 These obligations of confidentiality will survive any termination of this agreement. Each party will maintain the confidentiality and security of the other party’s Confidential Information, and protect it against threats, hazards or unauthorized access or use, for as long as it is in possession or control of the other party’s Confidential Information. Upon termination of this agreement, and upon written request, each party shall return or destroy all copies of the other party’s Confidential Information to the other party’s reasonable satisfaction.

16. Intellectual property

16.1 All Intellectual Property Rights in and to Verify shall be and remain vested in CT7H and nothing in this agreement shall be construed as transferring any right of ownership over any Intellectual Property Rights to You or any Authorized User.

16.2 CT7H confirms that it has all the rights in relation to CT7H that are necessary to grant the rights it grants under this agreement.

16.3 All Intellectual Property Rights in and to Your Data, shall as between You and CT7H be and remain Your sole and exclusive property.

16.4 All Intellectual Property Rights in and to Derived Data shall be and remain CT7H’s property and it may use and license Derived Data for any purpose provided that Derived Data does not contain any identifiable You Data or Personal Data of You Customers.

16.5 If in addition to any of the Services to be provided under this agreement, You request CT7H to provide it with consultancy or build and delivery services for a product or service that will operate independently of CT7H, the parties will agree the costs, timescales and the licencing arrangement for that product or service by separate agreement.

17. Intellectual property indemnity

17.1 CT7H shall defend, indemnify and keep indemnified You against all liabilities, damages, costs, losses, claims, expenses, demands and proceedings arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights relating to Your or any Authorized User’s proper authorized use of CT7H or the proper authorized use of any Services by You.

17.2 In the defense or settlement of the claim, CT7H may (i) settle successfully the claim brought against it or You or Authorized Users or (ii) obtain for You the right to continue using the infringing element in CT7H, or replace or modify the infringing element so that it becomes non-infringing. If such remedies are not reasonably available, either party may terminate this agreement and CT7H shall refund to You the portion of the Fees paid in advance.

17.3 CT7H shall have no liability under this clause if the alleged infringement is based on:

17.3.1 Any of Your Data;

17.3.2 Any admission made by You or an Authorized User without CT7H’s prior written consent;

17.3.3 Your or any Authorized User’s proper authorized use of CT7H in a manner contrary to this agreement (including the Terms of Use), or any instructions given to You by CT7H;

17.3.4 Your Configuration in so far as carried out by You or by CT7H at Your request;

17.3.5 Your use or any Authorized User’s use of CT7H after notice of the infringement from CT7H or any appropriate authority;

17.3.6 Changes or additions to CT7H by You, any Authorized User or any third party on their behalf; or

17.3.7 Combination, operation or use of Verify with any third party program or equipment.

17.4 This clause 17 sets out Your sole and exclusive rights and remedies, and Tiller’s entire obligations and liability, for infringement of Intellectual Property Rights.

17.5 You shall indemnify and keep indemnified CT7H against all liabilities, damages, costs, losses, claims, expenses, demands and proceedings arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights to the extent based on any of the matters in clause 17.3

17.6 In the event of a claim which is the subject of clause 17.1 or 17.5, the relevant indemnified party shall:

17.6.1 Ensure the indemnifying party is given prompt notice of any such claim;

17.6.2 Provide reasonable co-operation to indemnifying party in the defense and settlement of such claim, at the indemnified party's expense; and

17.6.3 Give the indemnifying party sole authority to defend or settle the claim.

18. Third party services

18.1 CT7H Third Parties

18.1.1 You acknowledge that CT7H may enable you to access or acquire Third Party Services in the provision of Services and that you do so solely at Your own risk.

18.1.2 Tiller has or will put in place the necessary consents and updates to their Third Party Service provider to enable CT7H to be used.

18.1.3 CT7H makes no representation, warranty or condition and shall have no liability or obligation (other than the obligation to make such Third Party Services accessible and functional according to its intended purpose through CT7H) whatsoever in relation to the content or use of any such Third Party Services, or any transactions completed, and any contract entered into by You, with any such third party.

18.1.4 Any contract entered into and any transaction completed via any third-party is between You and the relevant third party. Tiller recommends that You test with the third party its ability to integrate with these Services prior to using the relevant Third Party Services.

18.2 CT7H obligations and Third Parties. If CT7H has disclosed the use of Third Party Services the representations, warranties given by it are restricted to the extent that the firm providing those Third Party Services is responsible for the issue to which the representations or warranties relate and shall have no liability or obligation (other than the obligation to make such Third Party Services accessible and functional according to its intended purpose through CT7H) whatsoever in relation to the content or use of any such Third Party Services, or any transactions completed, and any contract entered into on behalf of You, with any such firm providing the Third Party Services.

19. Your Data

19.1 You acknowledge that CT7H is not responsible for Your Data, other than to protect its security and confidentiality as provided in clause 15 (Confidentiality) and in compliance with the requirements set out in the Data Processing Addendum, and that You are responsible for the legality, reliability, integrity, accuracy, completeness and quality of Your Data and acknowledges that Tiller does not purport to monitor, and accepts no responsibility for monitoring or verifying Your Data received by it under this Agreement.

19.2 CT7H will cross reference Your Data received against various resources to evidence that there are no inconsistencies that would merit a warning to be given to You. You acknowledge that certain warnings may arise because of a time lag in information being received by such resources.

20. Data Protection

20.1 To the extent that CT7H processes any Personal Data on Your behalf when providing the Services and performing its obligations under this agreement, the Data Processing Addendum shall apply. CT7H is your data processor and you a data controller (in both cases or equivalent in your jurisdiction).

20.2 CT7H will give effect to its obligations as a data processor as set out in this agreement, and Federal law regardless of the jurisdiction(s) that You operate in.

20.3 You acknowledge and agree that, subject to the terms of the Data Processing Addendum:

20.3.1 You will inform Your Customer that details of Your Customer's name, address and financial records may be submitted to CT7H and a credit reference agency, and other required agencies;

20.3.2 Details of Your Customer's name, address and payment record may be submitted to a credit reference agency, and other required agencies;

20.3.3 CT7H works as processor, personal data relating to You and any Authorized Users that are collected and used by CT7H in order to enable to deliver, administer or manage the Services, Your account, and for CT7H own business purposes;

20.4 CT7H may monitor, collect, store and use information on the use and performance of Verify (including Your Data and Derived Data) to detect threats or errors to Verify and/or Tiller’s operations, may aggregate and utilize data received on an anonymous basis for the purposes of the further development and improvement and development or extension of CT7H’s services.

21. Compliance with law

21.1 You shall be solely responsible for compliance with all laws applicable to You and Your Authorized Users access to CT7H (including, without limitation, data protection laws) and shall further be solely responsible for compliance with all published policies, guidelines or industry codes of practice applicable to it but not having the force of law.

21.2 CT7H shall be solely responsible for compliance with all laws applicable to it and its provision of Verify and shall further be solely responsible for compliance with all published policies, guidelines or industry codes of practice applicable to it but not having the force of law.

22. Disclaimer

22.1 While Tiller shall use commercially reasonable endeavors to correct any errors CT7H does not warrant:

22.1.1 That the operation or use of CT7H will be error-free or uninterrupted or that any defect will be corrected;

22.1.2 The services provided by Third Party Supplier; or

22.1.3 That the configuration performed by, or specified by You and Authorized Users will meet the needs of You or Authorized Users.

22.2 You assume sole responsibility for the design and development of your own products and services

22.3 CT7H access a variety of data service providers some are Third Party Suppliers and government or local authority registers and related information providers relevant to Verify services, to carry out its service. These include open source databases, web based searches and government or official registers. Some of these have time lags between events and events being recorded on them, and sometimes those data service providers are not always told of events whether or there is an obligation or requirement for a report to be made. Not all of these are kept up to date. Accordingly whilst the information provided through CT7H is accurate in the information it relays but cannot warrant or guarantee the source information it accesses.

22.4 CT7H shall have no liability for any loss or damage resulting from and not caused by the acts or omissions to act of CT7H or any of its subcontractors in relation to data providers including:

22.4.1 Any error or omission in any of Your Data.

22.4.2 Any Third Party Services or data providers described in this clause.

22.4.3 Any Configuration so far as carried out by You.

22.4.4 Any Authorized User’s configuration of CT7H in so far as carried out by Authorized Users.

22.4.5 CT7H following any information or instructions provided by You or Authorized User

21.5 Save as expressly set out in this agreement, to the maximum extent permitted by law, CT7H disclaims any and all representations, conditions and warranties whether express or implied by statute or common law or otherwise that CT7H, the Services or Portal are or will be fit for a particular purpose.

23. Dispute Resolution

23.1 Any dispute which may arise between the parties concerning this agreement shall be determined as provided in this Clause.

23.2 For the purpose of this Clause, a dispute shall be deemed to have arisen when one party serves on the other a notice in writing stating the nature of the dispute and utilizing the facilities made available through Clause 133 (Governance) to resolve any matter at issue. If no resolution is secured by that the Parties will refer the matter to the appropriate senior manager to resolve failing which they shall utilize the appropriate dispute resolution venues available in the jurisdictions specified in Clause 42 (law and Jurisdiction).

24. Liability

24.1 Nothing in this agreement shall be deemed to limit or exclude the liability of either party for:

24.1.1 Death or personal injury caused by its negligence.

24.1.2 Fraud or fraudulent misrepresentation.

24.1.3 Any other liability that cannot by law be limited or excluded; or

24.1.4 The indemnity given to the indemnified party in clause 16 (Intellectual Property Indemnity).

24.2 Subject to clause 24.1, neither party shall in any event be liable whether in contract (by way of indemnity or otherwise), tort (including negligence), misrepresentation, restitution or otherwise under or in connection with this agreement for:

24.2.1 Any special, indirect or consequential loss or damage

24.2.2 Any indirect loss of profit, turnover, business, revenue, contracts, goodwill, reputation, anticipated savings, management time or data;

24.2.3 Loss of data, unless such loss is as a result of a breach of Tiller’s obligations under the Data Processing Addendum.

25. Attribution

25.1 Notwithstanding Clause 15 (Confidentiality):

25.1.1 You shall not remove or obscure any Tiller branding

25.1.2 CT7H may list You as a user in its advertising and marketing materials and on its website.

25.1.3 CT7H may use your trademarks and logos when in communication with Your Customer.

26. Mutual Warranty

26.1 Each party warrants to and undertakes with the other that:

26.1.1 It has duly authorized and executed this agreement.

26.1.2 This agreement constitutes a legally valid and binding obligation, enforceable against it in accordance with its terms.

26.1.3 This agreement will not be in breach of any statutory or other legal requirement or of any express or implied terms of any contract it has with or other obligation it is or will be under to any third party.

26.1.4 It shall not at any time act or omit to act in a manner calculated or likely to bring either of the other parties into disrepute.

26.1.5 It shall at all material times act in good faith towards the other party.

27. Suspension of Service

27.1 Without prejudice to any other remedy it may pursue, CT7H may suspend access to the portal and services.

27.1.1 For such time as You are in material breach of any term of this agreement and such breach (being capable of remedy) has not been remedied within thirty (30) days of You being given notice specifying such breach.

27.1.2 If any money is owed to CT7H by You under an undisputed invoice raised in connection with this agreement and remains unpaid for thirty (30) days after it became due; and

27.1.3 Where CT7H reasonably suspects that the security of its systems is or is about to be compromised by You, any Authorized User or third party having access to Your or any Authorized User’s equipment or credentials.

27.2 CT7H may suspend access for emergency or planned system maintenance, in which event CT7H will give You as much notice as is reasonably possible in the circumstances.

27.3 CT7H shall plan Maintenance Work to minimize the interruption, so that the use of CT7H by You is affected as little as possible.

27.4 CT7H is also permitted to conduct unscheduled Maintenance Work for critical reasons, e. g. if Verify operation is jeopardized. This includes but is not limited to emergency changes, e. g. the implementation of security patches, which are necessary for securing and maintaining operations and require immediate implementation. You must be notified hereof without undue delay and the unscheduled Maintenance Work must be carried out in such a way as to minimize malfunctions in operational processes as far as possible.

28. Termination

28.1 You may terminate this agreement at any time by giving not less than three (2) weeks notice in writing to CT7H.

28.2 Subject to the Initial Engagement, CT7H may terminate this agreement at any time by not less than three (3) months’ notice in writing to You such notice ending no earlier than the end of the Initial Engagement.

28.3 CT7H may terminate this agreement by notice in writing to You having immediate effect if You:

28.3.1 Default in payment of any undisputed invoice and such invoice remains outstanding thirty (30) days after CT7H has issued a demand in writing for payment;

28.3.2 You are on a pay as you go basis, but have not used CT7H for 3 (three) months since your last use, or any date specified in your package of expiry of that package’s entitlements.

28.3.3 Infringes CT7H or its third party licensor's Intellectual Property Rights, and You have not remedied such infringement within thirty (30) days following Your receipt of said notice by CT7H.

28.4 Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party:

28.4.1 Commits a Material Breach of any of its obligations under this agreement which (if the breach is capable of remedy) it has failed to remedy within thirty (30) days after the receipt of a notice in writing from the terminating party

requiring the defaulting party to do so.

28.4.2 Is unable to pay its debts either or if the non-defaulting party reasonably believes that to be the case.

28.4.3 Becomes the subject of a company voluntary arrangement;

28.4.4 Has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income.

28.4.5 Has a resolution passed for its dissolution.

28.4.6 Has a petition presented to any court for its dissolution or or an administration order is made against it.

28.4.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

28.4.8 Has a freezing order made against it;

28.4.9 Is subject to any events or circumstances analogous to those in clauses 28.4.2 to 28.4.8 in any jurisdiction;

28.4.10 Takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 28.4.2 to 28.4.8 including for the avoidance of doubt, but not limited to, giving notice for the

convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorizing any steps to be taken to enter

into an insolvency process.

29. Consequences of Termination

29.1 On termination of this agreement however arising:

29.1.1 CT7H shall be entitled to receive from You all undisputed Fees, and any other undisputed fees and expenses accrued or incurred under this agreement up to the date of termination;

29.1.2 CT7H may discontinue provision of the Services and may disable Your and Authorized Users’ access to Verify whereupon You and Authorized Users will no longer have the right to access and use CT7H.

29.1.3 CT7H will make available the reports and outputs of Verify through the portal up to and including the date of termination.

29.2 Termination shall not affect or prejudice the accrued rights of the parties as at termination.

29.3 The provisions of clauses 15 (Confidentiality), 16 (Intellectual Property), 17 (Intellectual Property Indemnity), 22 (Disclaimer), 24 (Liability), and 23 (Dispute Resolution) shall survive termination of this agreement for any reason.

30. Assignment and Subcontracting

30.1 You shall not assign, transfer, mortgage, charge, declare a trust of, subcontract or deal in any other manner with any or all of its rights or obligations under this agreement, without the prior written consent of CT7H (such consent not to be unreasonably withheld or delayed).

30.2 CT7H may without Your prior written consent:

30.2.1 Assign or transfer the benefit of, and any of its rights under, this agreement together with any cause of action arising in connection with any of them to its successor in title, to any of its group companies or to any purchaser or transferee from it or any of them; or

30.2.2 Sub-contract any or all of its obligations under this agreement so long as Tiller remains responsible for the obligations performed by any such subcontractor to the same extent as if such obligations were performed by CT7H.

30.2.3 Any attempted assignment, transfer or other dealing in violation of this clause 30 will be void and without effect.

31. Variations

31.1 No amendment or variation of this agreement shall be effective unless it is notified to You in advance by duly authorized representatives of CT7H. If You have proven that there is a materially adverse change to its interest in its use by any change to the Agreement (not being an exercise of the options given to CT7H) which affects in a material way it utilization of CT7H functionality or customer experience, or its relationship with CT7H or compliance with relevant regulation and; (i) that amendment or variation cannot be modified by CT7H; and (ii) the process set out in Clause 13 (Governance) has been exhausted, You may reject the variation and terminate the Agreement.

31.2 Any change to the Specification shall be effected through Clause 8 (Verify Updates) or Clause 13 (Governance).

32. Severability

32.1 If any provision or part of any provision of this agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, then the provision or part shall be severed and the remainder of the provision and all other provisions of this agreement shall remain valid and in full force.

32.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

33. Status of the Parties

33.1 CT7H is an independent contractor. Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have 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).

34. Notices and Communications

34.1 A notice or other communication required to be given under this agreement shall be sent by email to the relevant party at the email address set out in clause 34.3.

34.2 Notices or other communications shall be deemed given when so delivered by email, text messaging or messaging applications, as specified by YOU as your preference in the Registration Form at Sign Up

34.3 Notices shall be sent to the person named at Sign Up,

34.4 Any change to the contact details of a party shall be notified to the other party in accordance with clause 13 (Governance).

34.5 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

35. Waiver

35.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

36. Rights and Remedies

36.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

37. Force Majeure

37.1 “Force Majeure Event” means any circumstance not within a party's reasonable control including, without limitation:

37.1.1 Acts of God, flood, drought, earthquake or other natural disaster;

37.1.2 Epidemic or pandemic;

37.1.3 Terrorist attack, war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions or embargo.

37.1.4 Nuclear, chemical or biological contamination or sonic boom;

37.1.5 Failure of or interruption in internet or telecommunications services;

37.1.6 Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, sanction, quota or prohibition.

37.2 Provided it has complied with clause 37.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

37.3 The Affected Party shall:

37.3.1 As soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

37.3.2 Use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

38. Entire Agreement

38.1 This agreement, including its appendices, schedules or other attachments hereto, represents the entire agreement between the parties in relation to the subject matter of this agreement and supersedes any previous agreement whether written or oral between all or any of the parties in relation to that subject matter. Accordingly, all other conditions, representations and warranties which would otherwise be implied (by law or otherwise) shall not form part of this agreement.

38.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement.

38.3 Nothing in this clause shall limit or exclude any liability for fraud

39. Rights of third Parties

39.1 Except as otherwise expressly provided in this agreement, none of the terms and conditions of this agreement shall be enforceable by any person who is not a party to it, and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to this agreement.

40. Counterparts

40.1 This agreement may be executed in any number of counterparts and by the parties on different counterparts. Each counterpart shall constitute an original of this agreement but all the counterparts shall together constitute one and the same agreement.

40.2 Each party may evidence their signature of this agreement by completing the Sign Up or if agreed with CT7H transmitting by email a signed signature page of this agreement in PDF format together with the final version of this agreement in PDF or Word format, which shall constitute an original signed counterpart of this agreement. Each party adopting this method of signing shall, following circulation by email, provide the original, hard copy signed signature page to the other parties as soon as reasonably practicable.

41. Costs

41.1 Each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this agreement and any documents referred to in it.

42. Law and Jurisdiction

42.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of California.

42.2 Each party irrevocably agrees that the courts of California shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.