Didit Businesses Terms and Conditions

This Agreement covers your use of the Didit branded Products.

By registering on the Didit Admin Console or otherwise accepting this Agreement, a legally binding contract on the following terms and conditions will be created between Didit and the Organisation which agrees to this Agreement. The Organisation is referred to as “you” or “your”.

This Agreement is formed of: (1) the Terms (the first part of this Agreement) which apply to the use of all our Products; and (2) the Product Annexes which have specific clauses relevant to that Product only. A Product Annex only forms part of this Agreement from the point you first begin using that Product. So if you are not using a particular Product then that Product Annex is not relevant to you.

The Product Annexes are:

Annex 1: Admin Console

Annex 2: Verification and Authentication

Annex 3: Payments

The person accepting this Agreement on behalf of an Organisation must be authorised to do so on behalf of the Organisation.

Do not accept this Agreement or use (or attempt to use) the Didit Platform if you do not agree with or understand it. Use of the Didit Platform will constitute continued acceptance of and agreement to this Agreement by you.

We are Didit (“Didit”, “we”, “us”, “our”). Please see clause 16 of the Terms for details of the Didit company you are contracting with.

Please note: clause 5.3 of the Terms states, among other restrictions, that you may not transfer any Receipts or Attributes sent to you from a Product to any third party. Breach of clause 5.3 of the Terms will be considered a material breach of these terms and conditions, giving Didit the right to suspend or terminate your access to the Products immediately.

We recommend that you save and/or print a copy of these terms and conditions for future reference.

1. Integration and Documentation

Our Products allow an integrated approach using the Software.

You may integrate the Software with your own platform. You are not permitted to share the Software with any other person unless we have agreed otherwise in writing. Didit will provide you with a credential to our Documentation (including an integration guide) to assist you with the integration process

It is your sole responsibility to ensure that the Software is properly integrated with your platform. Unless otherwise agreed, beyond providing the Documentation, Didit does not commit to providing further support with the integration of the Software.

Didit may amend the Software at any time in its absolute discretion. You are responsible for the integration of any amended Software with your platform at your sole expense and you must do so: (i) within 90 days of Didit notifying you (by email is fine) if an SDK replacement is required by you; or (ii) within 30 days of Didit notifying you (by email is fine) if the amendment requires a small amount of integration work by you in the reasonable opinion of Didit (eg update to a line of script within the Software). Didit will use its reasonable endeavours to inform you of any planned or actual changes to the Software or any other part of the Didit Platform relevant to your use of the Software by informing you directly by email or by publishing a notification on the Admin Console or the development section of the Didit website.

You are responsible for the safe keeping of your API key. If a third party uses your API key you will be responsible and liable to us for their use, including for Transaction Charges incurred.

2. Organisational policies and data protection

When creating a Page, Application, you must ensure your terms and conditions, privacy policy and any other relevant information are readily available to Customers who use them. You must ensure that all terms and conditions and privacy policies at all times comply with all applicable laws including, in particular, Privacy Laws applying to the receipt or processing of Personal Data by you.

Responsibility for the lawful processing of Customers’ Attributes by or on your behalf is your sole responsibility and not the responsibility of Didit.

Each Product Annex contains a statement about which of us is the Data Controller and which is a Data Processor.

3. Use of the Didit Admin Console and Data Protection

Didit grants to you a non-transferable, non-sub-licensable, royalty free, revocable, non-exclusive licence to use the Didit Console from the date on which Didit approves the opening of your Admin Account. This licence is automatically suspended during any period when your use of your Admin Account is suspended and will terminate automatically and irrevocably on termination of this Agreement for any reason.

Didit may amend any part of the Didit Console at any time in its absolute discretion with no prior warning to you.

If you are using the Didit Console to outsource any of your obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 then it is a condition of those Regulations that you remain responsible for failure to apply the measures required under the Regulations.

In relation to your use of the Didit Console, either during the term of this Agreement or at any time afterwards, it is a condition of this Agreement that you must:

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

b. only use it to receive or exchange attributes with Customers solely for proper and lawful business purposes and otherwise in accordance with this Agreement;

c. only make backup copies of the Software for your lawful use. You must keep a written record of the number and location of copies of the Software, which you must provide to Didit on request, and take all reasonable steps to prevent unauthorised copying of the Software;

d. not use the Didit Console to determine if the Didit Console is within the scope of a patent;

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

f. not attempt to gain, or gain, unauthorised access to, or disrupt the integrity or performance of the Didit Console or any attributes;

g. not use the Didit Console, any attributes or any generated results to directly or indirectly train any machine learning algorithm;

h. not use the Didit Console to commit, or with the intention to commit, any unlawful, fraudulent, dishonest, threatening, invasive or improper behaviour;

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

j. provide all cooperation and information reasonably required by Didit, including all information and materials reasonably required by Didit. You must ensure that such information is up-to-date and accurate in all material respects;

k. not provide a service which is the same as or similar to the Didit Console, or use any part of the Didit Console to build a competitive product or service or copy its features, technology or user interface; or

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

4. Third party service

Didit has no obligation to make any Third Party Services available via the Didit Console, but we may in our sole discretion choose to do so from time to time. We can withdraw the provision of any Third Party Service via the Didit Console at any time without giving you notice. Use of Third Party Services will be governed solely by the terms and conditions of the relevant Third Party Service provider and we are not liable to you. If you have an issue or a claim with the Third Party Services we may give assistance to you (at your cost) to resolve the issue or pursue the claim. Didit does not guarantee that any Third Party Service is suitable for any particular purpose and as between Didit and you the Third Party Service is provided “as is” and we disclaim any and all implied or express representations, warranties, terms or conditions in connection with the Third Party Service.

5. Charges

Transaction Charges shall be calculated in accordance with either the Pricing Schedule or the prices we have agreed with you in a written side letter.

If we have agreed a price with you then this takes precedence over anything in the Pricing Schedule published in our website.

Didit may invoice you monthly in arrears at any time after the last day of the calendar month in which the Transaction Charges have been incurred. Didit reserves the right to invoice you for Transaction Charges incurred in any month in the next month or any subsequent month if you have had a low volume of Transactions and/or your invoice is of low value. Didit also reserves the right to request advance payment of Transaction Charges for any reason, including if your credit score drops or you have a history of making late payments to us.

All Transaction Charges are payable in pounds sterling and are exclusive of VAT.

Payment card details may be entered and saved in the Console to automatically pay for future invoices. Any card details entered are stored by our payment partner, Stripe, who will apply a charge to the saved payment card upon issuance of a new invoice.

If you fail to make any payment due to Didit under this Agreement by the due date then, we may charge a 5% penalty. You must pay the penalty together with the overdue amount.

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). Didit 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 Didit to you.

Didit may amend the Pricing Schedule at any time, on no less than 30 days’ prior written notice to you. Notice will be given by email to you or at didit.me. 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 Schedule.

6. Suspension and Termination

The term of this Agreement is for one year from the date this Agreement is entered into. This Agreement automatically rolls over for successive 12 month periods unless either party gives at least 30 days’ prior written notice to the other party before the next renewal date.

In addition to Didit’s right to suspend access to your Didit Account during the verification process, Didit reserves the right to suspend for an indefinite period:

a. if you fail to make any payment due to Didit by the due date for payment. Didit reserves the right to request advance payment from you after payment is made before your access to the Didit Console is resumed;

d. if Didit discovers or suspects that your terms of use or privacy policy are unlawful or do not provide adequate protection to Customers, or if you have breached your own terms of use or privacy policy with respect to Customers 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 jurisdiction;

e. if Didit suspects that you have committed a material breach of any term of this Agreement whilst it investigates that suspected breach;

f. if you do not respond in a timely manner to a query from us or one of your Customers concerning your use of the Didit Console;

g. for any other reason whatsoever if believes, in its absolute discretion, that there is reasonable cause to do so.

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 that is not remediable.

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 or if a force majeure event continues for more than 30 days.

Didit may terminate this Agreement with immediate effect if:

a. you breach or exceed the conditions of use of the Didit Console;

b. you suffer or incur any form of insolvency or enter into an arrangement with your creditors;

c. you fail to pay any amount due under this Agreement on the due date for payment;

d. you have provided incomplete or inaccurate information to Didit during the account set-up process or fail to maintain such information on a timely basis;

e. you are or become a competitor of Didit, or that you control any person or organisation which is a competitor of Didit. Didit shall determine if you are a competitor in its sole discretion; or

f. Didit believes, in its absolute discretion, that your continued use of our product is causing harm to Individuals, our product to others or our reputation or goodwill.

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.

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.

7. Consequences of termination

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

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

b. you shall stop using the Didit Console and the Software;

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

d. you shall permanently delete, destroy or return to Didit (at Didit’s election) all copies of the Software and 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.

8. Licence and publicity

You acknowledge that all Intellectual Property Rights in or arising out of or in connection with the Didit Console and the Documentation is owned by Didit, and you do not have any rights, other than the limited licence granted to you under this Agreement.

You must not do and must procure that no person on your behalf does anything which could infringe the Intellectual Property Rights of Didit including any of the Intellectual Property Rights arising from or in connection with the Didit Console 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 Didit.

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 Didit Console.

By entering into this Agreement, you agree that Didit may use your company name, trading name, company contact details and logo(s): (a) on the Didit app or website to show the Organisations who use Didit (including in a searchable database of Organisations); (b) in presentations, conferences and promotional materials where we showcase Organisations who use Didit; and (c) in public announcements about acceptance of this Agreement and your use, or intended use, of the Products. We will ask your consent for uses beyond this. Our searchable database on our website may also list various other of your information and contact information at our discretion. If you object to information about your Organisation and key contact information being included in a searchable database you must notify us in writing within 14 days of acceptance of this Agreement.

Whenever you mention your identity verification publicly you must state that Didit is the provider or use the phrase “powered by Didit”.

You may not post a link to www.didit.me on your website, social media channels, online materials or advertisements without the prior consent of Didit (by email is fine), which Didit may withhold in its absolute discretion.

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

9. Liability

Except as expressly stated in this Agreement, Didit provides the Didit Console and Software “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. Didit gives no representation, warranty or undertaking in respect of the Didit Console or otherwise in connection with this Agreement except as expressly set out in this Agreement.

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; (d) any Transaction Charge due; or (e) under an indemnity given in this Agreement.

Didit 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. wasted expenditure;

f. loss of use or corruption of software, data or information;

g. losses arising from enforcement action by regulators, including any fines;

h. loss or damage to goodwill; and

i. any indirect, consequential or incidental loss.

The maximum aggregate liability of Didit to you, any of your Affiliates or your Customers, 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 Transaction Charges you have actually paid to us in the prior 12 months to the breach; and (ii) 2,000 EUR.

The parties both agree that the above limitations and exclusions of liability reflects the commercially agreed allocation of risk between the parties for the Didit Console, taking into account the Transaction Charges, and that the above limitations and exclusions of liability are reasonable and proportionate.

You indemnify on demand Didit, 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 Didit arising directly or indirectly from any breach of this Agreement by you.

10. Force majeure

Didit shall not be in breach of the Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under the Agreement where such delay or failure results 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, failure of AWS or Azure, industrial actions, war, pandemics, civil unrest and terrorist activity. Didit may take mitigating measures to reduce the impact of a force majeure event.

11. Confidentiality

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 and which relates to or is owned by 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 Agreement; 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 confidential information.

No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (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 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.

12. Contracting Party, Governing Law, Notices and Jurisdiction

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.

You are domiciled in the Republic of India then:

You are contracting with Markets Prolive 360 SL whose CIF is B01761329 and whose registered address is C/Nápoles 227 Planta 1, 08013, Barcelona Spain.

13. Legal Contact Information & Member Support

If you have any questions about these Terms, please contact us using hello@didit.me.

Annex 1 – Admin Console

The Admin Console is an online platform where entities can apply to be a verified Organisation and where Organisations can obtain API keys, configure the Products and view and manage their customers. You may use the Didit Console to create and administer Pages, Applications and facilitate Transactions with your Customers.

1. Setting up your Organisational Account

You warrant and represent that the Individual who establishes the Admin Console has the authority to bind you by agreeing to this Agreement.

We strongly recommend that you appoint a second administrator to your Admin Console. Particularly if you are a sole trader or your Organisation only has one director. This is because the security of Didit means that if you are unable to use Didit to log in to your Didit Admin Console for any reason (due to your incapacity for example) we do not have the ability to access your account.

You must ensure that any information relating to your Organisation is true and accurate in all material respects at the time that it is supplied to Didit. You must use your best efforts to keep all information about your Organisation on the Admin Console up to date at all times.

2. Verification of your Admin Console

The Individual applying for your Admin Console must enter the information required by Didit at the account creation page. Didit may request further information from you about your Organisation, both after as well as before approving your Admin Console. Didit may use third party databases to verify the information provided by an Individual about you.

Until Didit approves your application for an Admin Console account your status will appear as pending. Approval of an application for will in every case be at Didit’s sole discretion and if we reject your application your Admin Console Account may be suspended or closed.

Didit may suspend your Admin Console Account if you provide insufficient or inaccurate information, if Didit is unable to verify any information provided about you, if you do not provide additional information when requested by Didit, if your account registration appears suspicious or Didit has any other concerns about you, your identity or the purpose for which you intend to use an Admin Console.

3. Data Protection, licence and liability

You are responsible for all content (including all underlying code, data, links and functionality) forming part of any Page or Application.

You hereby grant to Didit an irrevocable, non-exclusive, royalty-free, worldwide licence to receive, store and use all Pages or Applications and all content of Pages and Applications for the purposes of providing the Didit Admin Console to you.

Receipts of your Transactions may be stored on the Admin Console or may be sent directly to you. Didit’s current intention is not to delete these Receipts but Didit reserves the right to change this policy in the future. Unless agreed otherwise, Didit shall not charge for the retention of Receipts but Didit reserves the right to charge in the future dependent on factors which may include length or volume of storage, changes in legislation and frequency of access of Receipts. You should export your Receipts and should not solely rely on Didit continuing to store Receipts for you, even if we have agreed to. Didit shall not be liable to you under contract, tort, negligence or statute if we intentionally delete your Receipts (unless we have expressly agreed to store them for you), your Receipts are lost or corrupted or we cannot access your Receipts for any reason.

4. Content Standards

You must ensure that material on the Hub:

a. is accurate and complies with any applicable laws;

b. does not contain any information which is defamatory, obscene, inflammatory or discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age;

c. does not contain sexually explicit material or violence or promote any illegal activity;

d. does not infringe the Intellectual Property Rights of any other person;

e. is not likely to deceive any person;

f. does not breach any legal duty owed to a third party;

g. is not used to impersonate any person or organisation, or to misrepresent someone’s identity or affiliation with any person; and

h. does not advocate, promote or assist any unlawful act including copyright infringement or computer misuse.

5. Use of the Admin Console

You must procure that authorised Individuals only use the Admin Console (and any information contained in it, including Attributes and Receipts) for proper and lawful business purposes and in accordance with the terms of this Agreement.

You are responsible for terminating access to your Admin Console for any Individual that you no longer want to have access to the Admin Console for any reason. You must do this via the Admin Console.

Anonymised data indicating the number and type of time stamped Attributes exchanged with Customers will be accessible by Didit for use in accordance with and for the purposes of this Agreement and the provision of the Admin Console to you.

6. Security

You must access the Admin Console using an authorised Individual or otherwise using login details as may be provided to you by Didit from time to time.

Only an Individual who is authorised with the necessary permissions to access the Admin Console may access the Admin Console on your behalf.

You are responsible for any loss or damage resulting from misuse of the Admin Console, or use of login details supplied to you by Didit, by any Individual who is authorised with the necessary permissions to access the Admin Console or by any third party, either with or without your knowledge. You shall notify Didit immediately if you notice or suspect any unauthorised use of your account, misuse of login details, or any other breach of security.

Annex 2: Verification and Authentication

Verification is a service that allows you to perform remote identity assurance and login to the Customers.

See more information at: Didit Terms of Service KYC

Annex 3: Wallets

The wallets service creates a wallet to your customer and allows them to do transaction.

See more information at: Didit Terms of Service KYC

//End Terms of Service//