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ONLINE TERMS & CONDITIONS FOR USE OF THE YOTI SIGN PLATFORM ("AGREEMENT")



Last updated on: 1 November 2023



By accepting this Agreement a legally binding contract on the following terms
and conditions will be created between Yoti and you as the Customer. A
‘Customer’ to this Agreement can be either an Organisation or an Individual, and
can be acting as either a Signer or a Sender.

If you are accepting this Agreement on behalf of an Organisation you must be
authorised to do so.

Do not accept this Agreement or use the Yoti Sign Platform if you do not agree
with the Agreement. Use of the Yoti Sign Platform will constitute acceptance of
this Agreement by you.

We are Yoti (“Yoti“, “we“, “us“, “our“). Please see clause 19 below for details
of the Yoti company you are contracting with.


1. DEFINITIONS

This Agreement uses defined terms which have specific meanings and which are set
out in Annex 1.




2. LICENCE

2.1. Yoti grants to you a non-transferable, non-sub-licensable, royalty free,
revocable, non-exclusive licence to use the Yoti Sign Platform on the terms of
this Agreement from the date on which you accept this Agreement.

2.2. You may not use the Yoti Sign Platform if you are under 16, unless you are
using it to ask your parent or guardian to create or execute a Document on your
behalf.

2.3. If you are an Organisation you warrant and represent that the Individual
who accepts this Agreement on your behalf is authorised by you to do so. You
must procure that Individuals authorised by you to use the Yoti Sign Platform
(and any information contained in it, including Attributes and Receipts) only do
so in accordance with the terms of this Agreement.

2.4. Where you are using Additional Services that use is governed by the
Organisation Terms and to the extent those apply to the Additional Service they
are incorporated into this agreement.




3. USE OF THE YOTI SIGN PLATFORM

3.1. As a Sender – Uploading and Sending Documents

3.1.1. You are responsible for selecting the level of authentication required
for the Signers. The level chosen offers differing restrictions as to what the
recipient can do with the document, but Yoti gives no assurances that the person
who does sign the document is in fact the Signer.

3.1.2. You are responsible for all content (including all underlying code, data,
links and functionality) (i) forming part of any Document you upload and/or send
using the Yoti Sign Platform or (ii) you put on the Yoti Sign Platform, (the
“Content”). You warrant and represent to Yoti that the Content you upload to the
Yoti Sign Platform shall not: (a) infringe the intellectual property rights of
any person; (b) be defamatory of any person; (c) infringe the privacy rights of
any third party; (d) contain illegal hate speech; (e) be discriminatory based on
race, sex, religion, nationality, disability, sexual orientation or age; (f)
contain any offensive material; (g) be illegal in the UK or any jurisdiction in
which the Document was uploaded or is intended to be signed in; or (h) contain
any virus, malware, trojan horses or harmful code.

3.1.3. You indemnify Yoti on demand for all losses, liabilities, costs
(including professional costs), expenses, damages, interest and other sums
suffered or incurred by or on behalf of Yoti in connection with any Content
uploaded by you onto the Yoti Sign Platform.

3.1.4. As a Sender you must not give false or misleading information to the
Signers to procure them to execute the Document; either in the Document or using
the Yoti Sign Platform.

3.1.5. We need certain rights to provide our services. In uploading a Document
to the Yoti Sign Platform you hereby grant to Yoti an irrevocable,
non-exclusive, royalty-free, worldwide licence to receive, store and use
Documents, Content and your business logo for the purposes of providing the Yoti
Sign services to you. You warrant that you have the right to grant the above
licence.

3.1.6. You are responsible for ensuring that the Signer details you insert onto
the Yoti Sign Platform are correct. Yoti does not verify in any way that the
Signer details inserted by you are correct and can take no responsibility if the
Document is sent to the incorrect recipient or fails to send.

3.1.7. You are responsible for ensuring the Consumer Disclosure and Consent Page
is activated if your Signers are in a jurisdiction which requires the Signer to
give prior consent to signing electronically.

3.2. As a Signer – Signing or Witnessing Documents

3.2.1. Please note that Attributes shared which the Sender has asked for at
signing may be displayed on the Signing Receipt visible to all other Signers and
the Sender. If you are a Signer you should check that the Signing Receipt of the
Document gives you the correct label and identifies you correctly. It is your
responsibility to inform the Sender if the Signing Receipt does not label or
identify you correctly.

3.2.2. Before a Document is fully executed, the Sender will have the ability to
archive the Document. Once archived it will no longer be possible to execute
this Document using Yoti Sign and Signers will no longer have any access to the
archived Document through the Yoti Sign Platform.

3.2.3. You must not attempt to impersonate another person or attempt to sign a
Document with incorrect Attributes or allow a third party to do so on your
behalf without making the change known to the Sender. Either action is a
material breach of this Agreement.

3.2.4. Once a Document is executed by all Signers, or the Sender has indicated
that it is otherwise completed, the Yoti Sign Platform shall send by email to
the Sender and all Signers a PDF of the executed Document, which shall include
the Signing Receipt. For Bulk Documents the Sender will need to access the Yoti
Sign Platform to view and download completed Documents and Signing Receipts.

3.3. Security

3.3.1. You may access the Yoti Sign Platform using either the Yoti app or a
username and password. You must ensure all usernames and passwords are kept safe
and that passwords are non-obvious, and Yoti is not responsible for any loss
resulting from a failure to do this.

3.3.2. Either the Sender or the Signer may forward the Document to any email
address for it to be read. It is your responsibility to ensure the Document is
only sent to trusted recipients.

3.3.3. You are responsible for any loss or damage resulting from misuse of the
Yoti Sign Platform by any Individual who is authorised by you to use it or by
any third party using your login details, with or without your knowledge. You
must notify Yoti immediately if you notice or suspect any unauthorised use of
your account, misuse of login details or any other breach of security.

3.4. You may not use the Yoti Sign Platform: (a) to improperly or illegally
solicit for personal or financial detail; (b) to commit fraud or any illegal
act; or (c) as part of a spam, phish, whaling, harassment or intimidation
campaign.

3.5. No spiders, crawlers or other automated data collection devices are
permitted to be used on the Yoti Sign Platform, however Yoti grants to the
operators of public search engines permission to use spiders to copy materials
from the Yoti Sign Platform for the sole purpose of (and solely to the extent
necessary for) creating publicly available, searchable indices of such
materials, but not caches or archives of such materials.

3.6. We may collect and analyse (for internal use only) anonymised data about:
(i) the options selected on preparation of documents by the Sender; (ii) the
actions taken by Signers; (iii) information about logging into the Yoti Sign
Platform; (iv) the type of Document; (v) the number of Signers; and (vi) the
Sender’s industry.




4. RESERVATIONS

4.1. Nothing in this Agreement or the Yoti Sign Platform shall mean that Yoti
is, or becomes, a party to any Document.

4.2. Yoti gives no warranty or representation that signing with Email Auth or
Yoti Auth meet any standard of e-signatures under the eIDAS Regulation.

4.3. Yoti does not warrant or represent that Yoti Sign is suitable for all legal
agreements in all jurisdictions. It is each Customers’ own responsibility to
check that execution of a particular Document using the Yoti Sign Platform in a
particular jurisdiction satisfies the legal requirements to execute a binding
legal agreement. In particular, Customers should note that Yoti Sign may not be
suitable for certain legal documents that require witnessing in a prescribed
manner, for wills and for family law documents generally. Further, some
regulations may require signatures to be placed in a certain place, and whilst
Yoti Sign has some functionality to support this, this has not been built to
satisfy every regulation in every jurisdiction. If in doubt, take independent
legal advice about the suitability of the use of the Yoti Sign Platform.

4.4. Your local laws may require paper copies of executed Documents to be sent
to your counterparties, or they may have other special requirements which impact
on an executed Document. It is not Yoti’s responsibility to inform you of these
requirements.




5. RESTRICTIONS ON USE

5.1. In relation to your use of the Yoti Sign Platform, either during the term
of this Agreement or at any time afterwards, you must:

5.1.1. only use it in compliance with all applicable laws;

5.1.2. use the Yoti Sign Platform solely for proper and lawful business purposes
and otherwise in accordance with this Agreement and applicable laws;

5.1.3. not modify, copy, adapt, translate or create derivative works based on
any part of the Yoti Sign Platform, or attempt to discover any source code or
underlying ideas or algorithms or reverse engineer, decompile or disassemble any
part of the Yoti Sign Platform for any purpose;

5.1.4. not: (i) gain, or attempt to gain, unauthorised access to; or (ii)
disrupt the integrity or performance of, the Yoti Sign Platform or any
Attributes;

5.1.5. not use the Yoti Sign Platform to commit, or with the intention to
commit, any unlawful, fraudulent, dishonest, threatening, invasive or improper
behaviour;

5.1.6. not sub-license, assign, hold on trust or novate this Agreement to or on
behalf of any person;

5.1.7. provide all cooperation and information reasonably required by Yoti in
relation to the Yoti Sign Platform, including all information reasonably
required by Yoti to make the Yoti Sign Platform available to you. You must
ensure that such information is up-to-date and accurate in all material
respects;

5.1.8. not provide a service which is the same as or similar to the Yoti Sign
Platform, or use any part of the Yoti Sign Platform to build a competitive
product or service or copy its features, technology or user interface; and

5.1.9. not act or omit to act in any way that results in damage to Yoti’s
business or reputation.




6. QUALITY AND RELIABILITY OF ATTRIBUTES

6.1. The number and type of Attributes that can be requested when a Sender
prepares a Document on the Yoti Sign Platform, and the extent to which Yoti
verifies any Attributes, will be determined by Yoti in its sole discretion from
time to time. Yoti does not guarantee to provide any particular category of
Attribute and may remove or amend any category of Attribute from the Yoti Sign
Platform at any time.

6.2. Yoti will perform its onboarding of Individuals and their Attributes with
reasonable skill and care, however Yoti does not guarantee that any Attributes
are true, complete or accurate at any time. Yoti’s liability in relation to the
accuracy of Attributes supplied by Individuals is set out below.

6.3. You must only request that Signers share Attributes when they execute
Documents that are reasonably necessary and lawful for the purpose for which you
request them in accordance with the “data minimisation” principle within the EU
General Data Protection Regulation 2016. Yoti may in its discretion restrict,
suspend or terminate use of the Yoti Sign Platform by any Sender which Yoti
believes to be requesting excessive or inappropriate types of Attributes from
Signers.

6.4. Where Yoti verifies Attributes relating to Individuals it does so at the
point at which the relevant source identity document or other information is
first submitted by the Individual. Yoti does not update or re-verify any
Attributes supplied by Individuals which subsequently change or expire.
Individuals are responsible for the accuracy of their Attributes and for keeping
their Attributes up-to-date.




7. USE OF ATTRIBUTES

7.1. You are permitted to use Individuals’ Attributes on executed Documents for
your proper and lawful purposes to verify the identity of the Individual who has
executed the Document and you are permitted to use the RTW and RTR Attributes as
needed to comply with your legal obligations. You are responsible directly to
Individuals to process any Attributes on executed Documents in accordance with
all applicable data protection laws.

7.2. Using the Yoti app and the Yoti Sign Platform, Individuals have the power
to choose which entities they share data with. As such, you may not not resell,
sublicense, lease, share, transfer or otherwise make available any Attribute
(except when sharing a Signing Receipt), Receipts, Yoti timestamped data or any
information gleaned from the foregoing to any third party or as part of any
joint venture or partnership with any third party. Further, you may not store
any Receipt in any publicly distributed ledger (such as a public blockchain)
without our written prior consent, which we can withhold in our absolute
discretion.




8. FEES


SIGNER

8.1. There is no fee for signing any Documents on the Yoti Sign Platform.




FREE TRIAL

8.2. We offer free trials as a Sender for a limited use of the Yoti Sign
Platform for a limited time with a stated limit of Documents. If you abuse the
trial, go over the limits or you or your Organisation has already had a free
trial then we reserve the right to bill you for all use of the Yoti Sign
Platform during the trial.




SENDER

8.3. Fees are set out on the homepage of the Yoti Sign Website or in an Order
Form signed by you. It is your responsibility to ensure that you do not exceed
the number of users that you have agreed to pay for. If you do exceed the number
of users then Yoti may charge you for additional plans. There is a fair usage
limit for some pricing plans, details of which are on the Yoti Sign Website. For
Business, Enterprise and all API users each Envelope is charged as one
‘Document’ for the purposes of the pricing plans. If you use the ‘Bulk Send’
feature then each recipient counts as one ‘Document’ for the purposes of the
pricing plans.

8.4. Yoti reserves the right to charge £0.01 per month, per Document that is
stored on the Yoti Sign Platform. Yoti will not charge for the first six months
from the date the Document was signed. Yoti also reserves the right to impose
size limits on Documents (that may change from time to time) and to bill you for
each Document that exceeds the size limit.

8.5. Yoti shall invoice you monthly in advance on the first day of the month for
all fixed monthly Fees plus any overage Fees from the previous month. All Fees
are exclusive of any value added tax. You must settle any outstanding invoices
within 14 days of the date of the invoice.

8.6. If you fail to make any payment due to Yoti under this Agreement by the due
date then, without limiting Yoti’s other remedies, we may charge interest on the
overdue amount at 4% per annum above Barclays Bank’s sterling base rate from
time to time. Interest shall accrue on a daily basis from the due date until
actual payment of the overdue amount, including before and after judgment. You
must pay the interest together with the overdue amount.

8.7. You must pay all amounts due under this Agreement in full without any
set-off, counterclaim, deduction or withholding (except for any deduction or
withholding required by law). Yoti may at any time, without limiting its other
rights or remedies, set off any amount owed to it by you against any amount
payable by Yoti to you.

8.8. Yoti may amend the pricing on the home page of the Yoti Sign Website at any
time, on no less than 30 days’ prior written notice to you. Notice will be given
via the Yoti Sign Platform or on the Yoti Sign Website. If you object you may
terminate this Agreement in accordance with your rights below. Continued use by
you is taken as acceptance of the amended pricing.




9. SUSPENSION AND TERMINATION

9.1. This Agreement will continue in force from the date on which you accept
this Agreement until it is terminated or expires. If you have agreed a fixed or
minimum term with us in an Order Form (for example an annual subscription), then
at the end of the agreed period this Agreement will automatically roll on
monthly unless either party has given 30 days’ termination notice prior to the
next renewal date. If you have not agreed to a fixed or minimum term with us,
you may terminate this Agreement immediately at any time on 30 days’ written
notice to Yoti.




RIGHTS TO SUSPEND

9.2. Yoti reserves the right to:

9.2.1. suspend your access to the Yoti Sign Platform if any Individual you have
authorised to use the Yoti Sign Platform has breached the Individual Terms and
Conditions or, if you are an Organisation, you are suspended from your
Organisational Account for any reason;

9.2.2. suspend your use of the Yoti Sign Platform if you fail to make any
payment due to Yoti by the due date for payment. If Yoti agrees to resume your
access to the Yoti Sign Platform, then Yoti reserves the right to request
advance payment from you;

9.2.3. suspend access to the Yoti Sign Platform if Yoti discovers or suspects
that your terms of use or privacy policy are unlawful or do not provide adequate
protection to Individuals, or if you have breached your own terms of use or
privacy policy with respect to Individuals or if you are being investigated, or
are awaiting investigation, by the Information Commissioner’s Office or any
other regulatory or governmental body in any competent jurisdiction;

9.2.4. suspend your use of the Yoti Sign Platform if you have materially
breached this Agreement or if Yoti suspects that you have materially breached
any term of this Agreement whilst it investigates that suspected breach, or if
you break the fair usage policy and will not or cannot pay fees due; and

9.2.5. suspend your use of the Yoti Sign Platform for any other reason if Yoti
believes, in its absolute discretion, that there is reasonable cause to do so.

9.3. Yoti will take reasonable steps to notify you of any planned or actual
suspension of the Yoti Sign Platform but will not be in breach of this Agreement
if it does not do so.




RIGHTS TO TERMINATE THIS AGREEMENT

9.4. Yoti may terminate this Agreement at any time on 90 days’ notice without
cause and without liability.

9.5. Either party may terminate this Agreement with immediate effect on written
notice to the other party if the other party commits a material breach of this
Agreement.

9.6. Yoti may terminate this Agreement with immediate effect if you:

9.6.1. breach this Agreement;

9.6.2. breach our Individual Terms and Conditions, where you are a sole trader
or acting in your own capacity. If you are an Organisation we may also terminate
with immediate effect if a director or senior person at your Organisation
breaches our Individual Terms and Conditions;

9.6.3. suffer or incur any form of insolvency, bankruptcy or enter into an
arrangement with your creditors;

9.6.4. fail to pay any amount due under this Agreement on the due date;

9.6.5. do not respond in a timely manner to a query from us or a Signer
concerning your use of the Yoti Sign Platform or Attributes received from
Signers; or

9.6.6. have provided incomplete or inaccurate information to Yoti during the
account set-up process or fail to maintain such information on a timely basis.

9.7. Yoti may terminate this Agreement with immediate effect:

9.7.1. if you are or become a competitor of Yoti or the Yoti Sign service, or
you control any organisation which is a competitor of Yoti or the Yoti Sign
service. Yoti shall determine if you are a competitor in its sole discretion;
and

9.7.2. if Yoti believes, in its absolute discretion, that your continued use of
the Yoti Sign Platform is causing harm to Individuals, other Yoti customers, our
service to others or our reputation or goodwill.

9.8. Termination of the Agreement shall not affect any rights, remedies,
obligations or liabilities of the parties that have accrued up to the date of
termination.

9.9. Any provision of this Agreement that is intended to come into or continue
in force on or after termination of the Agreement shall remain in full force and
effect notwithstanding termination.




10. CONSEQUENCES OF TERMINATION

10.1. If this Agreement is terminated by either party for any reason:

10.1.1. all rights granted to you under this Agreement shall cease;

10.1.2. you shall stop using the Yoti Sign Platform and we shall cease to have
an obligation to store any executed or pending Documents stored on the Yoti Sign
Platform or by Yoti;

10.1.3. you shall pay all outstanding amounts due to Yoti (with interest, if
applicable), whether or not Yoti has submitted invoices relating to those
amounts to you. The invoices shall be payable by you immediately on receipt; and

10.1.4. you shall permanently delete, destroy or return to Yoti (at Yoti’s
election) all copies of any Yoti software development kit or application
programming interface and any Documentation or copies of Documentation in your
possession or control and on request shall promptly provide a signed declaration
from a director that this paragraph has been complied with.




11. LICENCE

11.1. “Intellectual property rights” means patents, rights to inventions,
copyright and related rights, trademarks, logos and service marks, business
names and domain names, rights in designs, rights in computer software, database
rights, rights to use, and protect the confidentiality of, confidential
information (including know-how and trade secrets), and any other intellectual
property rights, in each case whether registered or unregistered and including
all applications, renewals or extensions of such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or in
the future in any part of the world.

11.2. You acknowledge that all intellectual property rights in or arising out of
or in connection with the Yoti Sign Platform and the Documentation shall be
owned by Yoti, and you do not have any rights in or to the Yoti Sign Platform or
the Documentation, other than the limited licence granted to you under this
Agreement.

11.3. You must not do and must procure that no person on your behalf does
anything which could infringe the intellectual property rights of Yoti,
including any of the intellectual property rights arising from the Yoti Sign
Platform and/or the Documentation or otherwise pursuant to the terms of this
Agreement. Any and all rights not expressly granted to you under this Agreement
shall be reserved to Yoti.

11.4. You must not do and must procure that no person on your behalf does
anything which could infringe the intellectual property rights of any third
party arising from or in connection with your use of the Yoti Sign Platform.

11.5. You grant to Yoti and its Affiliates a worldwide, non-exclusive,
non-transferable, irrevocable licence to use such of your intellectual property
rights as necessary in order to make available and administer the Yoti Sign
Platform so that you, other Organisations and Individuals, and Yoti may use the
Yoti Sign Platform on the terms and conditions of this Agreement.

11.6. By entering into this Agreement, you agree that Yoti may use your company
name, trading name, company contact details and logo(s): (a) within the Yoti
Sign Platform as necessary to provide the services to you; (b) on any
communications with Customers who are the counterparty to your Documents; (c) on
the yoti.com, Yoti Sign Website and Yoti app to show the Organisations who use
Yoti (including in a searchable database of Organisations); and (d) in public
announcements about acceptance of this Agreement and your use, or intended use,
of Yoti Sign. We will ask for your consent for uses beyond this. Our searchable
database on our website may also list various other of your company details and
contact information at our discretion. If you object to contact information
being included in a searchable database you must notify us in writing within 14
days of acceptance of this Agreement.




12. LIABILITY


ACCURACY OF ATTRIBUTES

12.1. If Yoti Auth, RTW or RTR is selected by you as a Sender, Yoti will use its
reasonable skill and care in verifying Attributes from Individuals, but will
have no liability to you, and hereby disclaims to the fullest extent possible
under applicable laws all implied representations, warranties, conditions and
terms in respect of the accuracy of any Attributes, whether verified by Yoti or
not; all Attributes are used by you at your own risk.

12.2. Yoti gives no representation, warranty or undertaking in respect of the
suitability of the Attributes or any combination of them presented when
executing Documents for any purpose whatsoever, including any decisions made or
processes (whether automated or otherwise) used by you to enter into, develop,
progress, suspend, terminate, reduce or end any agreement, arrangement,
relationship, licence or transaction or to provide any product, service,
membership, access or other facility to any person whatsoever, all of which you
undertake at your sole risk.




AVAILABILITY AND FUNCTIONALITY OF THE YOTI SIGN PLATFORM

12.3. Yoti will use all commercially reasonable endeavours to ensure that the
Yoti Sign Platform is generally accessible and usable by Customers. However,
Yoti gives no guarantee as to the availability of the Yoti Sign Platform or any
component of the Yoti Sign Platform, or in relation to the capacity, latency,
responsiveness, accuracy or proper operation of the Yoti Sign Platform. Please
note that some versions of Word documents may not be converted accurately by
Yoti Sign. If Yoti becomes aware of any defect affecting the operation of the
Yoti Sign Platform, we will take reasonable steps to restore the proper
operation of the Yoti Sign Platform in all material respects as soon as
reasonably practicable and within Yoti’s available resources, but Yoti gives no
guarantees in relation to response times, fix times or otherwise.

12.4. Executed Documents shall be stored by Yoti and will be accessible to you
on the Yoti Sign Platform, but we may create reasonable limits on your storage
capacity. Yoti’s current intention is not to delete these Documents but Yoti
reserves the right to change this policy in the future. You should export your
executed Documents and should not solely rely on Yoti continuing to store
Documents for you, even if we have agreed to. Yoti shall not be liable to you
under contract, tort, negligence or statute if we intentionally delete your
Documents (unless we have expressly agreed to store them for you), your
Documents are lost or corrupted or we cannot access your Documents for any
reason.




13. INTELLECTUAL PROPERTY RIGHTS

Yoti warrants to you that your use of and access to the Yoti Sign Platform shall
not infringe the intellectual property rights of any third party, provided your
use of the Yoti Sign Platform is strictly in accordance with this Agreement. If
the use of any intellectual property rights comprised in the Yoti Sign Platform
are determined by a court of competent jurisdiction to infringe the intellectual
property rights (as defined above) of any third party, Yoti’s sole liability to
you will be to do any of the following at Yoti’s discretion: (a) securing a
licence or other right to continue use of the relevant third party intellectual
property right as part of the Yoti Sign Platform; (b) replacing the relevant
part of the Yoti Sign Platform; and (c) suspending or terminating provision of
the relevant part (or, if necessary, the whole) of the Yoti Sign Platform.




14. GENERAL LIABILITY

14.1. Except as expressly stated in this Agreement, Yoti provides the Yoti Sign
Platform and the Yoti Sign service “as is” and all representations, warranties,
undertakings, conditions and other terms which might otherwise be implied into
this Agreement are hereby excluded to the fullest extent permitted by law. Yoti
gives no representation, warranty or undertaking in respect of the Yoti Sign
Platform or the Yoti Sign service or otherwise in connection with this Agreement
except as expressly set out in this Agreement.

14.2. Nothing in this Agreement limits or excludes the liability of either party
for: (a) death or personal injury resulting from its negligence; (b) fraud or
fraudulent misrepresentations; (c) any loss that may not be limited or excluded
under applicable law; or (d) under an indemnity given in this Agreement.

14.3. Subject to clause 14.2, Yoti shall not be liable to you, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
arising under or in connection with this Agreement for any:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) cost in moving to a replacement provider;

(f) losses arising from enforcement action by regulators, including any fines;

(g) loss of use or corruption of software, data or information;

(h) loss or damage to goodwill; and

(i) any indirect, consequential or incidental loss.

14.4. Subject to clause 14.2, the maximum aggregate liability of Yoti to you or
any of your Affiliates, whether in contract, tort (including negligence), for
breach of statutory duty, or otherwise shall be capped at the higher of: (i) a
sum equal to 125% of the Fees you have actually paid to us in the prior 12
months to the breach; and (ii) £2,000.

14.5. The parties both agree that the above limitations and exclusions of
liability reflects the commercially agreed allocation of risk between the
parties for the Yoti Sign Platform, taking into account the Fees, and that the
above limitations and exclusions of liability are reasonable and proportionate.

14.6. You indemnify on demand Yoti, our directors, our employees and our
contracting parties against any and all losses, liabilities, costs (including
professional costs), expenses, damages, interest and other sums suffered or
incurred by or on behalf of Yoti arising directly or indirectly from: (a) any
use of the Yoti Sign Platform or the Yoti Sign service; (b) any breach of this
Agreement by you; and (c) any infringement of third party intellectual property
rights in the Documents you upload.




15. DATA PROTECTION

15.1. The terms ‘controller’, ‘personal data’, ‘data subjects’ and ‘processor’
have the meaning given in the Privacy Laws.

15.2. The Sender is the controller of the Signer’s personal data and shall at
all times comply with Privacy Laws and all applicable marketing laws and
regulations applying to any personal data processed or exchanged using the Yoti
Sign Platform. Yoti is controller of any personal data processed in the creation
of a Yoti Sign account and shall comply with Privacy Laws.

15.3. The Sender shall ensure that the personal data requested from Signers
through the Yoti Sign Platform is adequate, relevant and not excessive in
relation to the purpose of processing.

15.4. Yoti will act as a processor on behalf of the Sender in accordance with
Annex 2. The parties acknowledge that where Additional Services are used by the
Sender, such as RTW and RTR, the roles of the parties may be different and are
reflected in the relevant terms for those services at the Organisational Terms.




16. FORCE MAJEURE

Yoti shall not be in breach of the Agreement nor liable for delay in performing,
or failure to perform, any of its obligations under the Agreement where such
delay or failure result from events, circumstances or causes beyond its
reasonable control including but not limited to failure of the internet, power
outages, failure of third party networks or suppliers, industrial actions (but
not industry action affecting Yoti staff), government mandated lock downs, war,
civil unrest and terrorist activity (a “force majeure event”). Yoti may take
mitigating measures in its processes where reasonably required to continue
providing the Yoti Sign Platform in response to a force majeure event.




17. CONFIDENTIALITY

17.1. Each party shall, for the duration of this Agreement and thereafter, keep
confidential all information of a confidential nature (including pricing, trade
secrets and information of commercial value) which may become known to such
party from the other party and which relates to the other party or any of its
Affiliates. Neither party shall use the other party’s confidential information
for its own purposes (other than implementation of this Agreement) nor, without
the prior written consent of the other, disclose it to any third party (except
its professional advisors or as may be required by any law or any legal or
regulatory authority). The foregoing obligations shall not apply (or shall cease
to apply) if that information: (a) is public knowledge or already known to such
party at the time of disclosure; or (b) subsequently becomes public knowledge
other than by breach of this licence; or (c) subsequently comes lawfully into
the possession of such party from a third party. Each party shall use its
reasonable endeavours to prevent the unauthorised disclosure of any such
information.

17.2. No party shall make, or permit any person to make, any public announcement
concerning this Agreement without the prior written consent of the other parties
(such consent not to be unreasonably withheld or delayed), except as otherwise
permitted in this Agreement or as required by a binding order from any
governmental or regulatory authority (including, without limitation, any
relevant securities exchange) which has the authority to force disclosure, any
court or other authority of competent jurisdiction, providing that the
disclosing party is given a reasonable time to dispute the order if possible.




18. GENERAL

18.1. Waiver: No failure or delay by a party to exercise in whole or part any
right or remedy provided under this Agreement or by law shall constitute a
waiver.

18.2. Entire agreement: This Agreement, together with any Order Form, contains
the whole agreement between the parties relating to the use of the Yoti Sign
Platform by you to the exclusion of any other agreement or arrangement. Neither
party has relied on any prior agreement, document or representation (including
innocent and negligent misrepresentations) in entering into this Agreement.
Nothing in this clause shall operate to exclude or limit a party’s liability for
fraud or fraudulent misrepresentation.

18.3. The parties agree that the provisions of Regulation 9 of the Electronic
Commerce (EC Directive) Regulations 2002 shall not apply to the Agreement.

18.4. Conflict of terms: If there is any conflict between this Agreement and any
Individual Terms and Conditions, the Yoti Website Terms of Use or the
Organisational terms, the terms of this Agreement shall prevail.

18.5. Severance: If any term of this Agreement 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 section shall not
affect the validity and enforceability of the rest of the Agreement.

18.6. Third parties: Except for Yoti’s Affiliates, which may enforce the terms
of this Agreement, a person who is not a party to the Agreement shall not have
any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise
to enforce any term of the Agreement.

18.7. Amendment of this Agreement: If we do make any changes, we will tell you
and direct you to the revised terms and conditions the next time you log into
the Yoti Sign Platform for you to accept. If you do not understand or agree with
the revised terms and conditions, you should stop using Yoti Sign and close your
account. We will always post the most current version of the terms and
conditions on our website.

18.8. References in this Agreement: If we refer to a statute or statutory
provision, this reference includes amendments or re-enactments of that
legislation, and any subordinate legislation.

18.9. Any phrase introduced by the terms including, include, in particular shall
be illustrative and shall not limit the sense of the words preceding those
terms.




19. CONTRACTING PARTY, GOVERNING LAW, NOTICES AND JURISDICTION

19.1. In addition to other notice methods in certain clauses above, we can
provide valid notice to you under this Agreement to the email address used to
register your Organisation.

19.2. Who you are contracting with, the address to which you should send
notices, which law applies in the event of a dispute and which courts have
jurisdiction depend on where you are domiciled.

19.3. If you are domiciled in the Republic of India then:

a. you are contracting with Yoti Biometric Identity Private Limited whose CIN is
U74999DL2016FTC306577 and whose registered address is 183 Ground floor Gayatri
Tech Park EPIP Near iGate Whitefield Road KIADB Industrial Bangalore-66. You can
contact us by writing to us at: organisations@yoti.com or at our registered
address;

b. this Agreement, and any dispute or claim arising out of or in connection with
it (including non-contractual disputes or claims) shall be governed by, and
construed in accordance with the laws of India; and

c. the courts of India shall have exclusive jurisdiction to settle any dispute
or claim that arises out of or in connection with this Agreement or your use of
the Yoti Sign Platform.

19.4. If you are domiciled in the USA or Canada then:

a. you are contracting with Yoti USA Inc, a company registered in California
whose company registration number is C4047096 and whose registered office is at
345 Grove Street, Second Floor, San Francisco, CA94102. You can contact us by
writing to us at: organisations@yoti.com or at our United Kingdom registered
office address;

b. this Agreement, and any dispute or claim arising out of or in connection with
it (including non-contractual disputes or claims) shall be governed by, and
construed in accordance with the laws of England; and

c. if we are bringing court action against you then the courts of California
shall have non-exclusive jurisdiction and if you are bringing court action
against us then the courts of England and Wales shall have exclusive
jurisdiction, in each case to settle any dispute or claim that arises out of or
in connection with this Agreement or your use of the Yoti Sign Platform.

19.5. If you are domiciled in Australia or New Zealand then:

a. you are contracting with Yoti Australia Pty Ltd, a company registered in
Victoria whose company registration number is (ABN 49 634 795 841) with
registered offices at The Hub Southern Cross, L2 696 Bourke Street, Melbourne,
3000, Victoria Australia. You can contact us by writing to us at:
organisations@yoti.com or at the above address;

b. this Agreement, and any dispute or claim arising out of or in connection with
it (including non-contractual disputes or claims) shall be governed by, and
construed in accordance with the laws of Victoria; and

c. the courts of Victoria shall have exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with this Agreement or your
use of the Yoti Sign Platform.

19.6. If you are domiciled anywhere outside of the Republic of India, USA,
Canada, Australia and New Zealand then:

a. you are contracting with Yoti Limited, a company registered in England and
Wales whose company registration number is 08998951 and whose registered office
is at 6th Floor, 107 Leadenhall St, London, EC3A 4AF, United Kingdom. Our
registered VAT number is 199947617. You can contact us by writing to us at:
organisations@yoti.com or at our United Kingdom registered office address;

b. this Agreement, and any dispute or claim arising out of or in connection with
it (including non-contractual disputes or claims) shall be governed by, and
construed in accordance with the laws of England; and

c. if we are bringing court action against you then the courts of England and
Wales shall have non-exclusive jurisdiction and if you are bringing court action
against us then the courts of England and Wales shall have exclusive
jurisdiction, in each case to settle any dispute or claim that arises out of or
in connection with this Agreement or your use of the Yoti Sign Platform.




ANNEX 1


DEFINITIONS

Additional Services means the use of IDV, RTW and/or RTR as part of your use of
Yoti Sign.

Affiliate means any entity that directly or indirectly controls, is controlled
by, or is under common control with a party to this Agreement from time to time.

Attribute means an item of personal data relating to an Individual, including
the result of RTW and RTR checks.

Bulk Document means a Document the Sender sends to two or more Signers with the
intention that each Signer enters into a separate agreement with the Sender (or
a third party the Sender is assisting), with each contract being identical other
than the identity of the Signer.

Content has the meaning given in clause 3.1.2.

Customer means a user of the Yoti Sign service, being either a Sender or a
Signer, and includes you. A Customer may be either an Organisation or an
Individual.

Document means an agreement executed or to be executed by one or more Customers
using the Yoti Sign Platform. ‘Document’ shall include the Signing Receipt
generated by Yoti Sign.

Documentation means any document and guidance (whether in electronic or hard
copy) issued by or on behalf of Yoti to assist you in using the Yoti Sign
Platform.

eIDAS Regulation means the Regulation (EU) N°910/2014 on electronic
identification and trust services for electronic transactions in the internal
market.

Email Auth is the method of authenticating a Signer merely by their email
address.

Envelope means a group of ‘Documents’ sent to the same signers. This feature is
not available to ‘Personal’ plan Senders.

Fees means the charges payable by you for use of the Yoti Sign Platform.

Individual means a person with the right to use the Yoti Sign Platform as either
a Sender or a Signer.

Individual Terms and Conditions means the terms and conditions which govern the
use of the Digital ID app by Individuals and which can be found at
www.yoti.com/terms/

Order Form means an executed order form in which pricing and other terms are
agreed.

Organisation means anyone (which may include you) operating as a business.

Organisation Terms means the terms for IDV, RTW and RTR included at
https://www.yoti.com/terms/organisations/

Privacy Laws mean the Data Protection Act 2018, the UK General Data
ProtectionRegulation, the General Data Protection Regulation 2016 and any other
applicable data protection laws, as amended or superseded from time to time.

Receipts mean the record of shared Attributes, including metadata.

RTW and RTR mean the Right to Work and Right to Rent checks for which Yoti is a
certified digital provider under the UK Digital Identity Trust Framework. 

Sender means the Customer who has uploaded a Document onto the Yoti Sign
Platform, either directly or via the use of an API, to send the Document to one
or more Signers for execution, and may execute the Document themself.

Signer means the Customer who is a counterparty or a witness to a Document and
is asked to execute or witness the Document by a Sender.

Signing Receipt means the part of an executed Document generated by Yoti Sign
which shows the verified Attributes of Signers and Sender.

Yoti Auth is the method of authenticating a Signer using the Yoti digital
identity app;

Yoti Sign Platform means the Yoti Sign ‘Web Portal’ or API through which the
Yoti Sign service is accessible and which for the purposes of this Agreement
includes the Yoti system used for performing Yoti Auth services.

Yoti Sign Website means https://www.yoti.com/business/esignatures

Yoti Privacy Policy means Yoti’s privacy policy which can be found here.

Yoti Website Terms of Use means Yoti’s website terms of use which can be found
at https://www.yoti.com/terms/.




ANNEX 2


DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA“) applies when personal data is being
processed by Yoti on behalf of the Sender in accordance with the Agreement
(“Sender Personal Data“)




1. DATA PROCESSING PARTICULARS

a.  Subject matter and duration of processing: Yoti will process Sender Personal
Data for the purpose of facilitating the sending, signing and storage of
documents for the duration of the Agreement.

b.  Nature and purpose of processing: Yoti will process Sender Personal Data as
necessary to provide the Yoti Sign Platform.

c.  Type of personal data: Yoti will process the following categories of Sender
Personal Data for the purposes of providing the Yoti Sign Platform: name, email
address, audit trail data such as IP address, authentication data, for example
selfies for selfie authentication, as well as any other personal data found on
documents including name, maiden name and surname, address, date of birth,
national identification number, gender etc. This may also include additional
categories of personal data entered into open text fields of documents.

d.  Categories of data subject: Individual Signers or other individuals
otherwise contained in documents sent via or uploaded into the Yoti Sign
Platform.




2. YOUR OBLIGATIONS

a.  Compliance with laws: You are responsible for complying with all
requirements that apply to you as Controller, Service Provider or as otherwise
required under Privacy Laws with respect to the processing of Sender Personal
Data. In particular you are responsible for ensuring, in respect of Sender
Personal Data stored, handled or otherwise processed by Yoti, that you

i. establish lawful bases or grounds necessary for processing and or
transferring of Sender Personal Data;

ii. obtain any necessary permissions or consents from individuals;

iii. comply with any and all transparency and notification requirements with
respect to individuals;

iv. conduct any necessary impact or risk assessment; and

v. provide Yoti with lawful instructions for processing of Sender Personal Data.

b.  Instructions: The parties agree that the Agreement and this Data Processing
Agreement constitute your instructions for the processing of Sender Personal
Data. Any additional or subsequent instructions should be made in writing and
agreed between the parties.




3. YOTI OBLIGATIONS

a.  Compliance with Privacy Laws: Yoti shall comply with all the relevant
requirements of the Privacy Laws.

b.  Instructions: Yoti shall process the Sender Personal Data only to the extent
necessary to perform its obligations under the Agreement and in accordance with
documented instructions from you. Yoti will inform you if, in Yoti’s reasonable
opinion, your instructions do not comply with Privacy Laws.

c.  Confidentiality: Yoti shall maintain the confidentiality of the Sender
Personal Data including ensuring that any person accessing any Sender Persoanl
Data on Yoti’s behalf is informed of the confidential nature and are subject to
appropriate confidentiality obligations.

d.  Security: Yoti shall implement appropriate technical and organisational
security measures to prevent unauthorised or unlawful processing and accidental
loss of, or damage to, the personal data in accordance with Privacy Laws
including, as appropriate:

i. the pseudonymistion and encryption of Sender Personal Data;

ii. The ability to ensure the ongoing confidentiality, integrity, availability
and resilience of processing systems and services;

iii. a process for regularly testing, assessing and evaluating the effectiveness
of technical and organisational measures for ensuring the security of
processing.

e.  Personal Data Breach: Yoti will notify you about a breach of security
leading to the accidental or unlawful destruction, loss, alteration,
unauthorised disclosure of , or access to, Sender Personal Data transmitted,
stored or otherwise processed by Yoti and/or our Sub-Processors in connection
with the Agreement (“Personal Data Breach“). Yoti will notify you via the email
address connected to your Yoti account without undue delay and in any event not
later than 72 hours after becoming more aware of the Personal Data Breach.

f.  Audits: Yoti shall make available to you all information necessary to
demonstrate compliance with its obligations under Privacy Laws and allow for and
contribute to audits. You agree that you will exercise audit rights by
requesting SOC 2 and PAS 1296 reports, which Yoti will provide, subject to
appropriate confidentiality obligations and measures, in order to verify Yoti’s
compliance. Further Yoti will, on written request, provide responses to all
reasonable requests for information to confirm Yoti’s compliance with Primary
Laws, provided that you will not exercise this right more than once per calendar
year, unless you have reasonable grounds to suspect non-compliance.

g.  Data Subject Rights: Yoti shall assist you, taking into account the nature
of the processing and insofar as possible, with the obligation to respond to
requests for exercising the data subject’s rights.

h.  Deletion or Return of Sender Personal Data: Yoti shall delete or return all
Sender Personal Data in Yoti’s possession or control upon termination of the
Agreement, except where Yoti are otherwise required by applicable law to retain
such Sender Personal Data

i.  Assistance: Yoti shall use reasonable endeavours to assist you, taking into
account the nature of the processing and information available to Yoti, with
data protection impact assessments; and prior consultations.

j.  Transfers: Yoti will only transfer Sender Personal Data in compliance with
Privacy Laws.




4. SUB-PROCESSORS

a.  Engagement of Sub-Processors: Yoti will only engage another processor to
assist in fulfilling its obligations with respect to the processing of Sender
Personal Data (“Sub-Processor“) where that Sub-Processor provides sufficient
guarantees with regards to implementing appropriate technical and organisational
measures in such a manner as to comply with Privacy Laws.

b.  Specific Authorisation: You authorise Yoti to engage Sub-Processors to
process Sender Personal Data solely for the purposes of performing Yoti’s
obligations under the Agreement. You specifically authorise Yoti to use the
following Sub-Processors: Amazon Web Services EMEA SARL (hosting), Mailchimp
(email provider), Ipify (IP address checks).

c.  Notification of new Sub-Processors: Yoti will notify you via the email
address connected to your Yoti account, of any proposed changes concerning the
addition or replacement of Sub-Processors. You may object to the proposed change
within thirty (30) days of such notification on reasonable grounds and where you
can demonstrate the proposed sub-processors will not be able to process Sender
Personal Data in accordance with Privacy Laws. Where you so object you agree to
discuss your concerns with Yoti in order to find a reasonable solution. Where no
such solution can be reached Yoti will, at its sole discretion, either:

i.  appoint a new Sub-Processor; or

ii.  allow you to terminate the Agreement without liability to either party (but
without prejudice to any fees incurred prior to such termination).



© Yoti Ltd. 2020 - 2024


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