Terms of Service

Magnificentech Solution Ltd trading as Trust Verify (Company No.: 16321180), incorporated on 17 March 2025, whose registered address is 18 Barn Close Willow Farm, Choppington, Northumberland, NE62 5EU (the 'Supplier') and any business client, company, individual user, sole trader, or other entity registering to use the TrustVerify platform (the 'Client'). These Terms of Service ('Terms') govern your use of the TrustVerify platform, APIs, and related services ('Services') provided by Magnificentech Solution Ltd.

TrustVerify is a fintech and cybersecurity SaaS platform operated by Magnificentech Solution Ltd, providing fraud prevention and compliance tools, including identity verification (KYC/AML), trust scoring, and escrow services, via an online API-based platform.

The Supplier acts solely as a facilitator and is not a party to any transaction between users of the platform. TrustVerify does not endorse, certify, or guarantee any users, transactions, or platforms.

All users of the platform act at their own risk. The Supplier is not responsible for the actions or disputes between users.

The Supplier's liability is strictly limited to the fees paid by the Client in the three months preceding any incident giving rise to a claim.

The Supplier may suspend or terminate a Client's account at any time for breach of these Terms. The Client may terminate use of the Services at any time.

This Agreement commences upon user registration and continues on an ongoing basis unless terminated by either party, with automatic renewal unless otherwise terminated in accordance with these Terms.

The Supplier provides the following services under this Agreement: Identity Verification (KYC/AML), Trust Scoring, Escrow Services, API Access & Integration, Compliance Monitoring, and Customer Support.

In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

In this Agreement, unless the context otherwise requires: references to clauses, sub-clauses, and schedules are to clauses, sub-clauses, and schedules of this Agreement, unless otherwise stated; the singular includes the plural and vice versa, and references to any gender include all genders; headings are for convenience only and shall not affect the interpretation of this Agreement; any reference to a statute or statutory provision includes a reference to that statute or provision as amended, extended, or re-enacted from time to time; references to a person include any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, or other entity, whether or not having separate legal personality.

Any phrase introduced by the terms 'including', 'include', 'in particular', or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. If there is any conflict or inconsistency between the provisions of this Agreement and any schedule or annexure, the provisions of this Agreement shall prevail unless expressly stated otherwise. The definitions set out above shall apply throughout this Agreement, including all schedules and annexures, and shall be interpreted in accordance with the laws of England & Wales.

This Agreement between the Supplier and each user of the Platform (the 'User') shall commence upon the date the User completes registration for access to the Platform and expressly accepts these Terms of Business, whether by electronic acceptance, click-through, or other means as specified on the Platform.

The Agreement shall continue in full force and effect on an ongoing basis unless and until terminated in accordance with the provisions of these Terms of Business. The Agreement shall automatically renew for successive periods of equal duration to the initial term, unless either party provides notice of termination in accordance with Clause 16 (Termination) or as otherwise specified herein.

Either party may terminate this Agreement at any time, subject to the notice requirements and procedures set out below. The Supplier reserves the right to suspend or terminate the User's access to the Platform and Services immediately and without liability in the event of:

The User may terminate this Agreement at any time by providing written notice to the Supplier in accordance with Clause 16 (Termination), subject to the payment of any outstanding fees and compliance with post-termination obligations.

Upon termination or expiry of this Agreement for any reason: all rights and licences granted to the User under this Agreement shall immediately cease; the User shall promptly pay all outstanding fees and charges due to the Supplier; the User shall return or, at the Supplier's option, securely destroy all Confidential Information and any materials belonging to the Supplier in the User's possession or control; and the Supplier shall provide the User with limited data export and technical support for data migration, as set out in Clause 17 (Post-Termination Obligations and Transition Assistance).

Any provisions of this Agreement which expressly or by implication are intended to survive termination or expiry shall continue in full force and effect, including but not limited to provisions relating to confidentiality, limitation of liability, intellectual property, and payment of outstanding fees. For the avoidance of doubt, termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

The Supplier shall provide access to its online platform and associated services to users (the 'User') in accordance with the terms of this Agreement. The Supplier's platform is a fintech and cybersecurity Software-as-a-Service (SaaS) solution focused on fraud prevention and compliance tools, including but not limited to identity verification (KYC/AML), trust scoring, escrow services, API access and integration, compliance monitoring, and customer support.

The Supplier acts solely as a facilitator of digital transactions and does not become a party to any transaction between Users. The Supplier does not endorse, certify, or guarantee any User, transaction, or platform, and all Users engage with the platform and its services at their own risk.

The Supplier shall use reasonable endeavours to provide the following core services to the User:

The Supplier shall use reasonable endeavours to maintain the availability and performance of the platform, subject to: scheduled maintenance windows, which shall be notified to Users in advance where practicable; exclusions for downtime or service interruptions caused by third-party systems, internet service providers, or events outside the Supplier's reasonable control; limitations on API usage, including rate limits, data volume restrictions, and fair usage policies; and provision of beta features or trial services on an 'as is' and 'as available' basis, with no warranty as to performance or fitness for purpose.

The User acknowledges and agrees that the Supplier does not guarantee the accuracy, completeness, or timeliness of any identity verification, trust score, or compliance result provided through the platform; the Supplier is not responsible for the outcome of any transaction, nor for any dispute, loss, or damage arising between Users or third parties; and all services are provided on an 'as is' and 'as available' basis, with the Supplier expressly disclaiming all warranties, express or implied, to the fullest extent permitted by law.

The User shall provide accurate, complete, and up-to-date information; comply with all applicable laws, regulations, and the Supplier's policies; maintain the security and confidentiality of account credentials and not permit unauthorised access; use the platform and services only for permitted purposes and not circumvent, disable, or interfere with any security or usage restrictions; and cooperate with the Supplier and provide reasonable access to information, systems, and personnel as necessary.

The Supplier reserves the right to suspend or restrict access to any service or feature where the User is in breach of this Agreement or any applicable law; there is a suspected or actual security threat, fraud, or unlawful activity; required by law, regulation, or order of a competent authority; or the User fails to pay any fees or charges due. The Supplier may update, modify, or discontinue any service or feature from time to time, provided that material changes shall be notified to Users in advance where practicable.

In order to access and utilise the services provided by the Supplier, each user (the 'User') must complete the registration process as specified on the Platform. Registration is a prerequisite for the creation of a User account and the subsequent use of any services, including but not limited to identity verification (KYC/AML), trust scoring, escrow services, API access and integration, compliance monitoring, and customer support.

The User represents and warrants that all information provided during the registration process, and at any time thereafter, shall be accurate, complete, and up to date. The User undertakes to promptly update any information that becomes inaccurate or incomplete, and acknowledges that failure to do so may result in suspension or termination of the User's account.

The User acknowledges and agrees that registration and continued access to the Platform is conditional upon the User's compliance with all applicable laws, regulations, and the Supplier's policies, including but not limited to anti-money laundering (AML) and know your customer (KYC) requirements. The Supplier reserves the right to request additional information or documentation from the User at any time to verify identity, business status, or compliance with legal obligations.

The User is solely responsible for maintaining the confidentiality and security of all login credentials, passwords, and authentication methods associated with their account. The User must immediately notify the Supplier of any unauthorised access, suspected breach, or compromise of account security. The Supplier shall not be liable for any loss or damage arising from the User's failure to comply with these obligations.

The User shall not permit any third party to access or use their account, nor shall the User transfer, assign, or otherwise dispose of their account to any other person or entity without the prior written consent of the Supplier. Any unauthorised use of the account may result in immediate suspension or termination of access to the Platform and services.

The Supplier reserves the right, at its sole discretion, to refuse registration, suspend, or terminate any User account where:

In the event of suspension or termination of a User account, the Supplier shall, where practicable, provide written notice to the User stating the reason for such action and any steps required for reinstatement, unless prohibited by law or regulatory authority. The User may terminate their account and cease use of the Platform and services at any time by providing written notice in accordance with Clause 19 (Notices).

Upon termination or suspension of a User account for any reason: the User shall remain liable for all fees, charges, and obligations incurred up to the effective date of termination; the Supplier shall, subject to applicable law and the User's written request, provide limited data export and technical support for data migration for a period of thirty (30) days following termination; the User's access to the Platform and all services shall be immediately revoked; and the Supplier shall, in accordance with its data retention and privacy policies, delete or anonymise all User data, except to the extent retention is required by law or necessary for the exercise or defence of legal claims.

The User acknowledges and agrees that the Supplier is a facilitator of the Platform and services, and is not a party to any transaction between Users. The Supplier does not endorse, certify, or guarantee any User, transaction, or platform, and all Users act at their own risk.

The fees payable for the use of the services provided by the Supplier shall comprise subscription fees, pay-per-use fees, and one-time setup fees, as set out in the applicable order form, service schedule, or as otherwise notified to the user from time to time. All fees are stated in pounds sterling (£ GBP) and are exclusive of applicable taxes unless expressly stated otherwise.

The User shall pay all fees in accordance with the payment terms specified in the relevant invoice or as otherwise agreed in writing. Accepted payment methods include bank transfer, debit or credit card, direct debit, and other digital wallets as notified by the Supplier. Payment shall be made in full, without set-off, counterclaim, or deduction, except as required by law.

Invoicing shall occur in accordance with the billing cycle specified in the order form or service schedule. Unless otherwise agreed, all invoices are due and payable within thirty (30) days of the invoice date. The Supplier reserves the right to suspend or restrict access to the services in the event of non-payment or late payment by the User.

If the User fails to make any payment due under this agreement by the due date, then, without limiting the Supplier's other rights and remedies, the Supplier may charge interest on the overdue amount at the rate of four percent (4%) per annum above the base rate of the Bank of England from time to time, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment.

All fees and charges are exclusive of value added tax (VAT), goods and services tax (GST), and any other applicable taxes, duties, or levies imposed by any governmental or regulatory authority. The User shall be responsible for the payment of all such taxes, duties, and levies, except for taxes based on the Supplier's net income.

Where required by law, the User shall withhold or deduct any applicable withholding taxes from payments due to the Supplier and shall provide the Supplier with official receipts or other evidence to support such withholding or deduction. The User is solely responsible for determining and fulfilling any tax filing, reporting, or remittance obligations that may arise in connection with the use of the services, including but not limited to VAT, GST, and other indirect taxes.

The Supplier may review and amend the fees and charges for the services from time to time by providing the User with at least thirty (30) days' prior written notice. If the User does not accept the revised fees, the User may terminate the agreement by providing written notice prior to the effective date of the fee change. Continued use of the services after the effective date of the revised fees shall constitute acceptance of the new fees.

The Supplier shall be entitled to recover from the User all reasonable costs and expenses (including legal fees and costs of collection agencies) incurred in recovering any overdue amounts or enforcing any payment obligations under this agreement.

In the event of any dispute regarding the amount or calculation of fees, the User shall notify the Supplier in writing within fourteen (14) days of receipt of the relevant invoice, providing reasonable details of the dispute. The parties shall use good faith efforts to resolve any such dispute promptly. The User shall pay any undisputed portion of the invoice in accordance with the payment terms. If the dispute is not resolved within thirty (30) days, either party may refer the matter for resolution in accordance with the dispute resolution provisions of this agreement.

The Supplier may, at its sole discretion, offer discounts, promotional pricing, or fee waivers from time to time, subject to the terms and conditions specified by the Supplier. All payments made by the User under this agreement shall be non-refundable, except as expressly provided in this agreement or as required by applicable law. The Supplier acts solely as a facilitator of the services and is not a party to any transaction between users, and shall have no responsibility or liability for the payment of any amounts between users.

The Supplier shall provide access to the Platform and Services to all users (the 'User') in accordance with the terms of this Agreement, subject to the limitations and exclusions set out herein. The Supplier shall use reasonable endeavours to ensure that the Platform is available and operational, except during scheduled maintenance windows or in the event of Force Majeure.

The Supplier shall use commercially reasonable efforts to maintain an uptime availability target of 99.5% per calendar month, excluding:

The Supplier shall provide reasonable support and maintenance services to the User during normal business hours, as further detailed in the Support Policy. The Supplier shall use reasonable endeavours to respond to support requests within the response times set out in the Support Policy, but does not guarantee resolution within any specific timeframe. The Supplier may from time to time introduce new features, enhancements, or beta services, which are provided 'as is' and may be subject to additional terms, limitations, or discontinuation at the Supplier's sole discretion.

The User acknowledges and agrees that the Platform is provided as a facilitator of identity verification (KYC/AML), trust scoring, escrow, and related compliance tools, and the Supplier is not a party to any transaction between Users or third parties; the Supplier does not endorse, certify, or guarantee any User, transaction, or platform, and all Users act at their own risk; the Supplier shall not be responsible or liable for any disputes, claims, or losses arising between Users or between a User and any third party; and the Supplier shall not be liable for any indirect, incidental, special, or consequential damages, or for any loss of profits, revenue, data, or business opportunity.

The Supplier's total aggregate liability to the User for any claim or series of related claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by the User to the Supplier in the three (3) months immediately preceding the event giving rise to the claim.

The Supplier does not warrant that the Platform or Services will be uninterrupted, error-free, or free from vulnerabilities. The User is responsible for implementing appropriate security measures, including safeguarding account credentials, using secure networks, and complying with all applicable laws and regulations.

The Supplier reserves the right to suspend or restrict access to the Platform or Services, in whole or in part, without liability, in the event of suspected or actual breach of this Agreement; suspected or actual fraud, unlawful activity, or security threat; non-payment or payment default; legal or regulatory requirement; or any other event which, in the Supplier's reasonable opinion, necessitates suspension to protect the integrity or security of the Platform or Services.

The User shall not circumvent, disable, or otherwise interfere with any security-related features of the Platform; use the Platform or Services for any unlawful purpose or in breach of applicable laws; permit any unauthorised third party to access or use the Platform or Services; reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by law; or exceed any usage limitations or quotas. The Supplier shall not be liable for any failure or delay caused by a Force Majeure Event, and may update, modify, or discontinue any aspect of the Platform or Services at any time, with material changes notified in advance where practicable.

All users of the TrustVerify platform, including business clients, individual users, companies, and sole traders (each a 'User'), shall comply with all terms and conditions set out in this Agreement, as well as any applicable laws, regulations, and industry standards relevant to their use of the services provided by the Supplier.

Users shall ensure that all information provided to the Supplier, whether during registration or in the course of using the platform, is accurate, complete, and up to date, and must promptly update any information that becomes inaccurate or incomplete. Users are responsible for maintaining the confidentiality and security of their account credentials, including usernames, passwords, API keys, and any other authentication details, and shall be liable for all activities conducted through their account, whether authorised or unauthorised.

Users shall use the platform and services solely for lawful purposes and in accordance with the permitted use set out in this Agreement. Users must not:

Users shall comply with all applicable anti-money laundering (AML), know your customer (KYC), and other compliance requirements as may be notified by the Supplier from time to time, and must cooperate fully with any requests for information or documentation. Users are responsible for ensuring that their use of the platform, including any integration via API, does not exceed the permitted usage limits or otherwise breach any technical or operational restrictions imposed by the Supplier.

Users must not use the platform or services to develop, market, or operate any product or service that competes, directly or indirectly, with the Supplier's platform or services. Users shall promptly notify the Supplier of any actual or suspected unauthorised access, data breach, or other security incident, and must cooperate fully in investigating and remediating any such incident. Users shall not assign, transfer, or otherwise dispose of any of their rights or obligations under this Agreement without the prior written consent of the Supplier.

Users shall indemnify and hold harmless the Supplier, its affiliates, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach by the User of this Agreement or of any applicable law or regulation; any unauthorised or unlawful use of the platform or services by the User or by any person using the User's account; or any claim by a third party arising out of or in connection with the User's use of the platform or services.

Users acknowledge and agree that the Supplier is a facilitator only and is not a party to any transaction between Users. Users are solely responsible for their interactions, transactions, and any disputes arising therefrom. Users shall cooperate with the Supplier and provide reasonable access, information, and assistance as may be required, shall not take any action that could reasonably be expected to bring the Supplier into disrepute, and shall comply with any additional obligations, policies, or procedures notified by the Supplier from time to time.

The Supplier shall provide the Service(s) to the User in accordance with the terms of this Agreement, exercising reasonable skill, care, and diligence as would be expected of a professional provider of fintech and cybersecurity SaaS solutions. The Supplier shall act as a facilitator of digital transactions and shall not be a party to any transaction between Users.

The Supplier shall use reasonable endeavours to ensure that the Platform is available and operational at all times, subject to scheduled maintenance, emergency maintenance, and circumstances beyond the Supplier's reasonable control, including Force Majeure Events. The Supplier shall provide reasonable support and maintenance services, including access to customer support channels and the provision of updates, patches, and enhancements as deemed necessary to maintain security, functionality, and compliance with applicable laws.

The Supplier shall implement and maintain appropriate technical and organisational measures to ensure the security, confidentiality, and integrity of User Data, including compliance with the UK Data Protection Act 2018, the General Data Protection Regulation (GDPR), and any other applicable data protection laws. The Supplier shall notify Users without undue delay upon becoming aware of any Data Breach affecting User Data, and shall cooperate with Users to comply with any applicable legal or regulatory requirements.

The Supplier shall comply with all applicable laws, regulations, and codes of practice relevant to the provision of the Service(s), including but not limited to AML and KYC obligations, and shall maintain all necessary licences, consents, and permissions required to operate the Platform.

The Supplier shall provide Users with access to the following core services, subject to the terms and limitations of this Agreement: Identity Verification (KYC/AML); Trust Scoring (the Supplier does not guarantee the accuracy or completeness of any trust score); Escrow Services (acting solely as a neutral facilitator); API Access & Integration; Compliance Monitoring; and Customer Support during the Supplier's published support hours.

The Supplier shall use reasonable endeavours to meet any uptime or availability targets published on the Platform, but does not guarantee uninterrupted or error-free operation. The Supplier shall maintain a complaints policy, made available via the Platform, shall acknowledge receipt of any complaint within two (2) business days, and shall use reasonable endeavours to resolve complaints within thirty (30) days of receipt.

The Supplier shall notify Users as soon as reasonably practicable of any material changes to the Service(s), Platform functionality, or terms of this Agreement. The Supplier shall not endorse, certify, or guarantee any User, transaction, or platform, and shall not be responsible for the actions or omissions of any User or for any disputes arising between Users. The Supplier's liability is subject to the limitations and exclusions set out in Clause 14 (Limitation of Liability and Indemnity).

The Supplier retains sole and exclusive ownership of all intellectual property rights, including but not limited to all patents, copyrights, database rights, design rights, trademarks, trade secrets, know-how, and all other proprietary rights, whether registered or unregistered, in and to the TrustVerify platform, its underlying software, source code, algorithms, user interfaces, documentation, APIs, and all related materials, enhancements, modifications, and derivative works (collectively, the 'Platform IP').

No provision of this Agreement shall operate to transfer, assign, or otherwise convey any right, title, or interest in the Platform IP to any user, client, or third party. All rights not expressly granted to the user under this Agreement are reserved by the Supplier.

Subject to the user's full compliance with the terms of this Agreement, the Supplier grants to each user a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform and its services solely for the user's internal business purposes or personal use, as applicable, and strictly in accordance with this Agreement and any applicable documentation or usage guidelines.

Users shall not, and shall not permit any third party to:

Where the Supplier provides any custom deliverables, reports, or work product to a user as part of a separately agreed work-for-hire or professional services engagement, the intellectual property rights in such deliverables shall, unless otherwise expressly agreed in writing, vest in the Supplier, with the user receiving a non-exclusive, non-transferable licence to use such deliverables solely for its internal business purposes.

Users acknowledge and agree that any feedback, suggestions, ideas, or other information provided to the Supplier relating to the Platform may be freely used by the Supplier for any purpose, without any obligation to the user, and the user irrevocably assigns to the Supplier all rights, title, and interest in such feedback. Nothing in this Agreement grants any user rights in the Supplier's trademarks, trade names, logos, or branding, except as expressly authorised in writing. The provisions of this clause shall survive termination or expiry of this Agreement.

The Supplier and each user of the Platform (the 'User') shall comply with all applicable data protection and privacy laws, including but not limited to the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any other relevant legislation or regulatory requirements in force from time to time.

The Supplier shall implement and maintain appropriate technical and organisational measures to ensure the security, integrity, and confidentiality of all personal data processed in connection with the provision of the Services. Such measures shall include, but are not limited to, data encryption (both in transit and at rest), access controls, regular security assessments, and staff training on data protection obligations.

The Supplier shall process personal data strictly in accordance with the documented instructions of the User, except where required to do otherwise by applicable law. The Supplier shall ensure that personal data is only retained for as long as is necessary to fulfil the purposes for which it was collected, or as required by applicable law or regulation. Upon termination or expiry of this Agreement, the Supplier shall, at the User's written request, securely delete or return all personal data, unless retention is required by law.

The Supplier shall notify the User without undue delay, and in any event within 48 hours, upon becoming aware of any actual or suspected personal data breach affecting the User's data. Such notification shall include, to the extent known:

The Supplier shall provide reasonable assistance to the User in responding to any request from a data subject to exercise their rights under applicable data protection laws, including requests for access, rectification, erasure, restriction, data portability, or objection to processing. The Supplier shall not transfer any personal data outside the United Kingdom or the European Economic Area unless it has ensured that such transfer is compliant with applicable data protection laws, including the implementation of appropriate safeguards such as standard contractual clauses or an adequacy decision.

The Supplier shall ensure that any third party, sub-processor, or affiliate engaged in the processing of personal data on its behalf is subject to written contractual obligations no less protective of the User's data than those set out in this Agreement, and shall remain fully liable for the acts and omissions of any such third party. The Supplier shall maintain a record of all categories of processing activities and shall make such records available to the User and to any competent supervisory authority upon request.

The Supplier shall, upon reasonable notice, permit the User or its authorised representatives to audit and inspect the Supplier's data processing facilities, procedures, and documentation during normal business hours and in a manner that minimises disruption. The Supplier shall notify the User promptly if it receives any complaint, notice, or communication from a data subject, regulator, or other third party relating to the processing of personal data, and shall provide reasonable cooperation and assistance.

The Supplier shall adopt a policy of data minimisation; ensure that all personnel with access to personal data are subject to appropriate confidentiality obligations and regular training; maintain a documented incident response plan; provide reasonable assistance with data protection impact assessments; not use personal data for any purpose other than to provide the Services or as expressly authorised by the User; ensure all data is encrypted using industry-standard protocols both in transit and at rest; and maintain appropriate business continuity and disaster recovery plans.

Upon termination or expiry of this Agreement, the Supplier shall provide the User with the option to export their data in a commonly used, machine-readable format, and shall securely delete all personal data, unless retention is required by law. The Supplier's obligations under this Clause shall survive termination or expiry of this Agreement for so long as the Supplier continues to process personal data on behalf of the User.

Each party undertakes that it shall, at all times during the term of this Agreement and thereafter, keep confidential and shall not disclose to any third party any Confidential Information of the other party, except as expressly permitted by this Clause or as may be required by law, regulation, or order of a competent authority.

For the purposes of this Agreement, Confidential Information means all information, whether written, oral, electronic, or in any other form, that is disclosed by one party to the other in connection with this Agreement, which is either marked as confidential or which ought reasonably to be considered confidential. Confidential Information includes, without limitation, business plans, technical data, trade secrets, know-how, software, algorithms, user data, pricing, and all information relating to the operations, affairs, clients, or suppliers of either party.

The obligations of confidentiality shall not apply to any information which is or becomes generally available to the public other than as a result of a breach; was lawfully in the possession of the receiving party prior to disclosure; is lawfully obtained from a third party who is not under any obligation of confidentiality; or is independently developed by the receiving party without use of or reference to the Confidential Information.

Each party may disclose the other party's Confidential Information to its employees, officers, representatives, contractors, or advisers who need to know such information for the purposes of carrying out the party's obligations, provided that such persons are subject to confidentiality obligations no less stringent than those set out in this Agreement; and as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority, provided that, where legally permissible, the receiving party gives prompt written notice and cooperates in seeking a protective order.

The receiving party shall use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. Upon termination or expiry, or upon written request, the receiving party shall promptly return or securely destroy all documents and materials containing the disclosing party's Confidential Information, and certify in writing that it has done so, except to the extent retention is required by law or for regulatory purposes.

The obligations of confidentiality shall survive termination or expiry of this Agreement for a period of five (5) years, or such longer period as may be required by applicable law, except in respect of trade secrets, which shall remain confidential for so long as they retain their status as trade secrets. Each party acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm, and the disclosing party shall be entitled to seek injunctive relief or other equitable remedies in addition to any other rights or remedies available at law.

The Supplier warrants that it shall provide the Service(s) with reasonable skill and care, in accordance with applicable laws and regulations of England & Wales, and in substantial conformity with the description of the Service(s) as set out in this Agreement. The Supplier does not warrant that the Service(s) will be uninterrupted, error-free, or free from vulnerabilities, nor that the Service(s) will meet the specific requirements of any User.

The User acknowledges and agrees that the Supplier acts solely as a facilitator of the Platform and is not a party to any transaction, agreement, or arrangement between Users. The Supplier does not endorse, certify, or guarantee any User, transaction, or platform, and expressly disclaims any responsibility or liability for the acts, omissions, or representations of any User or third party.

Except as expressly set out in this Agreement, the Service(s) are provided on an 'as is' and 'as available' basis. To the fullest extent permitted by law, all warranties, conditions, representations, and other terms implied by statute, common law, or otherwise are excluded, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

The Supplier does not warrant or represent that:

The Supplier shall not be liable for any loss, damage, or liability arising from any act or omission of any User or third party; any unauthorised access to, or use of, the User's account, data, or the Platform, except to the extent directly caused by the Supplier's breach; any failure, interruption, delay, or error due to circumstances beyond the Supplier's reasonable control; any reliance by the User on any data, information, or content obtained through the Service(s); or any loss of profits, business, opportunity, or data, or any indirect, incidental, special, or consequential damages, even if foreseeable.

The Supplier's total aggregate liability to the User for any and all claims arising out of or in connection with this Agreement shall be limited to the total Fees paid by the User to the Supplier in the three (3) months immediately preceding the event giving rise to the claim. Nothing in this Agreement shall exclude or limit the Supplier's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited by law.

The User acknowledges that it is solely responsible for evaluating the suitability, accuracy, and completeness of any data, information, or content provided through the Service(s), and for any decisions or actions taken based on it. The Supplier does not provide legal, financial, or professional advice, and makes no warranty regarding the outcome of any identity verification, trust scoring, escrow, or compliance monitoring process. The User agrees to indemnify and hold harmless the Supplier and its Affiliates from and against any and all claims arising out of or in connection with the User's breach of this Agreement, misuse of the Service(s), or violation of any applicable law.

The parties acknowledge and agree that the Supplier (the 'Provider') is a facilitator of the Platform and related Services, and is not a party to any transaction, arrangement, or agreement between Users. The Provider does not endorse, certify, or guarantee any Users, transactions, or platforms accessed or utilised through the Platform. All Users engage with the Platform and Services at their own risk.

To the fullest extent permitted by law, the Provider and its Affiliates shall not be liable to any User or any third party for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, including but not limited to loss of profits, business, opportunity, data, or goodwill, arising out of or in connection with the use of, or inability to use, the Platform or Services, whether such liability arises in contract, tort (including negligence), breach of statutory duty, or otherwise, even if the Provider has been advised of the possibility of such damages.

The total aggregate liability of the Provider and its Affiliates to any User for any and all claims, losses, damages, costs, or expenses arising out of or in connection with this Agreement, the Platform, or the Services, shall in no circumstances exceed the total Fees actually paid by the relevant User to the Provider in the three (3) months immediately preceding the event giving rise to the claim.

The Provider shall not be liable for any dispute, claim, or controversy arising between Users, or for any act, omission, or default of any User; for any failure, interruption, or delay resulting from any cause beyond its reasonable control; or for any regulatory enforcement action, penalty, or fine incurred by any User as a result of the User's use of the Platform or Services or failure to comply with applicable laws.

The exclusions and limitations of liability shall apply to the fullest extent permitted by law, but nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability which cannot lawfully be excluded or limited under applicable law.

Each User agrees to indemnify, defend, and hold harmless the Provider and its Affiliates, and their respective officers, directors, employees, agents, and contractors, from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

The indemnity shall survive termination or expiry of this Agreement. The User acknowledges and agrees that the limitations, exclusions, and indemnity provisions in this Clause are reasonable and reflect the allocation of risk between the parties, and that the Fees payable have been set in reliance upon such limitations. If any provision of this Clause is found to be invalid, unlawful, or unenforceable, it shall be deemed severed and the remaining provisions shall continue in full force and effect.

The Supplier reserves the right to suspend, restrict, or disable access to any or all of the Services provided via the Platform, either temporarily or permanently, at its sole discretion, in the event that the User is in breach of these Terms of Business, or where such action is necessary to protect the integrity, security, or lawful operation of the Platform, the Services, or any third party.

The Supplier may suspend the Services immediately and without prior notice in the following circumstances:

In the event of any suspension, the Supplier shall, where practicable and lawful, provide the User with written notice stating the reasons for the suspension and, where applicable, the steps required to remedy the breach or issue. The duration of any suspension shall be at the sole discretion of the Supplier, and the Supplier shall reinstate the Services as soon as reasonably practicable once the grounds for suspension have been remedied to its satisfaction.

Suspension shall be without prejudice to any other rights or remedies available to the Supplier, including the right to terminate the User's access in accordance with Clause 16 (Termination). The User shall remain liable for all Fees and charges incurred up to and including the date of suspension, and for any ongoing Fees that accrue during any period of suspension.

The Supplier shall not be liable to the User or to any third party for any loss, damage, costs, or expenses arising from the suspension of the Services in accordance with this Clause, except to the extent that such liability cannot be lawfully excluded. Where the Services are suspended due to the User's breach, the Supplier may require the User to pay a reasonable reinstatement fee and/or provide such assurances as the Supplier may reasonably require. If the suspension continues for a period exceeding thirty (30) days, either party may terminate the User's access with immediate effect.

Either the Supplier or any user of the Platform (the 'User') may terminate this Agreement for convenience by providing not less than 30 days' prior written notice to the other party, delivered in accordance with the notice provisions set out in this Agreement.

The Supplier may terminate this Agreement or suspend the User's access to the Platform and Services immediately, without notice, in the event of any of the following:

The User may terminate this Agreement with immediate effect by written notice to the Supplier if the Supplier commits a material breach and fails to remedy such breach within 30 days of receiving written notice; the Supplier becomes insolvent, enters into liquidation, or is subject to any analogous event; or it is required to do so by law, regulation, or order of a competent authority.

Termination or suspension shall be without prejudice to any rights or remedies accrued by either party as at the date of termination. Upon termination for any reason: the User shall immediately cease all use of the Platform and Services; all outstanding fees shall become immediately payable; the User shall, at the Supplier's option, return or permanently delete all Confidential Information and certify such return or deletion in writing; the Supplier shall provide the User with limited data export and technical support for data migration for a period of 30 days following termination; and the Supplier may retain such User data as required by law or as necessary to protect its legitimate business interests.

The provisions of this Agreement which expressly or by implication are intended to survive termination, including those relating to confidentiality, limitation of liability, intellectual property, and payment of outstanding fees, shall continue in full force and effect. In the event of termination, the Supplier shall have no liability to the User for any loss of data, business, or profits, or any indirect, incidental, or consequential damages, save as expressly provided in this Agreement. Any termination shall be without prejudice to the parties' rights to seek alternative dispute resolution, including escalation to senior management and mediation.

Upon termination or expiry of this Agreement, regardless of the reason, each party shall promptly fulfil all outstanding obligations accrued up to the effective date of termination, including the payment of any outstanding fees due to the Supplier. The user shall remain liable for all charges incurred up to the date of termination, and such obligations shall survive the termination of this Agreement.

Within thirty (30) days following the effective date of termination, the user shall, at its own cost, return or, at the written direction of the Supplier, securely destroy all Confidential Information belonging to the Supplier, including all copies, extracts, and summaries thereof, except to the extent that retention is required by applicable law or regulation. The user shall, upon request, provide written certification of such return or destruction.

The Supplier shall, upon written request from the user received within thirty (30) days of termination, provide limited transition assistance to facilitate the orderly migration of the user's data from the Platform. Such transition assistance shall be subject to the following:

The obligations set out in this clause are without prejudice to any other rights or remedies available to either party. Notwithstanding any other provision of this Agreement, the Supplier shall have no obligation to retain or provide access to any user data beyond thirty (30) days following the effective date of termination, and shall be entitled to permanently delete all user data from its systems thereafter, except to the extent retention is required by applicable law or regulation. Following termination, continued access to the Platform, Services, or any related support shall not be provided, except as expressly set out in this clause or as otherwise agreed in writing.

Neither the Supplier nor any User shall be liable for any failure or delay in performing any of its obligations under this Agreement, or for any loss or damage suffered by the other party, to the extent that such failure, delay, loss, or damage results from a Force Majeure Event. A Force Majeure Event means any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God (such as natural disasters), war or terrorism, government action or regulation, pandemic or epidemic, labour disputes or strikes, or failure of third-party systems.

The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence of such event, providing reasonable details of the nature, expected duration, and anticipated impact. The affected party shall use all reasonable endeavours to mitigate the effects and to resume full performance as soon as reasonably practicable. The suspension of performance shall be limited to the period during which the Force Majeure Event continues and only to the extent that performance is prevented, hindered, or delayed.

If the Force Majeure Event continues for a period exceeding thirty (30) consecutive days, either party may, by written notice, terminate this Agreement with immediate effect, without liability for such termination, save for any accrued rights or liabilities. The affected party shall not be excused from any obligation to pay any fees or charges due and payable prior to the occurrence of the Force Majeure Event, and shall not be entitled to rely on this clause to excuse any failure or delay resulting from a lack of funds or financial inability to perform.

For the avoidance of doubt, the following events shall be deemed to constitute Force Majeure Events: acts of God, including flood, earthquake, storm, or other natural disaster; war, armed conflict, terrorism, civil commotion, or sabotage; governmental or regulatory action, order, or restriction, including imposition of sanctions, embargoes, or changes in law; pandemic, epidemic, or outbreak of infectious disease; labour disputes, strikes, lockouts, or other industrial action; and failure or interruption of third-party systems, networks, or infrastructure essential to the operation of the Platform, including telecommunications, internet, or cloud service providers.

All notices, demands, or other formal communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by one or more of the following methods: (a) by email; (b) by recorded or registered post; or (c) by in-platform notification.

Any notice or other communication to be given to the Supplier under this Agreement shall be deemed to have been duly given if sent to the following address or email address, or such other address or email address as may be notified in writing from time to time:

Any notice to be given to the User shall be deemed to have been duly given if sent to the registered email address provided by the User at the time of registration or as subsequently updated, or by in-platform notification to the User's account.

Notices shall be deemed to have been received: if delivered by recorded or registered post, at 9.00 a.m. on the second Business Day after posting; if delivered by email, at the time of transmission, provided that no error or non-delivery notification is received by the sender; and if delivered by in-platform notification, at the time the notification is made available to the User within the Platform.

Either Party may change its address or email address for service of notices by giving written notice to the other Party in accordance with this Clause, with such change taking effect five (5) Business Days after the notice is deemed received. This Clause shall not apply to the service of any proceedings or other documents in any legal action, arbitration, or other method of dispute resolution. For the purposes of this Clause, 'Business Day' means any day other than a Saturday, Sunday, or public holiday in England and Wales.

Except as expressly permitted in this Clause, no user of the Platform (the 'User') shall assign, transfer, charge, sub-contract, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Supplier. Any purported assignment or transfer in breach of this Clause shall be void and of no effect.

The Supplier may assign, transfer, charge, sub-contract, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, at any time and without the need for consent from the User. The Supplier may engage any third party, affiliate, or subcontractor to perform any of its obligations, provided that the Supplier shall remain responsible for the performance of such obligations and for the acts and omissions of any subcontractor as if they were its own.

The User acknowledges and agrees that the Supplier may, at its sole discretion, assign or transfer this Agreement, or any of its rights or obligations, in connection with any merger, acquisition, sale of assets, corporate reorganisation, or other change of control event, without the need for further consent from the User. The User shall promptly provide all information and execute all documents reasonably required to give effect to any assignment, transfer, or subcontracting arrangement.

Notwithstanding any assignment or subcontracting by the Supplier, the User's obligations shall remain in full force and effect, and the User shall not be entitled to assert any set-off, counterclaim, or defence against any assignee or subcontractor that would not have been available against the Supplier. The Supplier shall not be liable for any act or omission of any subcontractor or assignee, except to the extent such liability arises as a direct result of the Supplier's own breach.

The User shall not assign or subcontract any rights or obligations to any person or entity that is a direct competitor of the Supplier, or to any person or entity that is subject to any applicable sanctions, embargoes, or restrictions. Any permitted assignee or subcontractor shall be bound by all relevant terms and conditions of this Agreement as if they were an original party, and the User shall remain responsible for the performance of all obligations notwithstanding any assignment or subcontracting.

The Supplier reserves the right to amend, modify, or otherwise vary the terms of this Agreement at any time, subject to the procedures and limitations set out in this Clause. Any such variation shall be made in accordance with applicable law and best practice, and shall be notified to the user in accordance with Clause 19 (Notices).

The Supplier may unilaterally amend this Agreement, including changes in service features, fees, payment terms, or legal compliance requirements, by providing not less than thirty (30) days' written notice to the user via the user's registered email address, in-platform notification, or other agreed method of communication. The notice shall specify the nature of the proposed variation, the effective date, and the user's rights in relation to such variation.

If the user does not accept any material variation, the user shall have the right to terminate this Agreement by providing written notice to the Supplier within thirty (30) days of receipt of the notice of variation. In such event, the user shall remain liable for all fees and charges incurred up to the effective date of termination, and the Supplier shall provide reasonable assistance for data export and account closure.

Any variation shall not affect any accrued rights, obligations, or liabilities of either party as at the date of the variation, unless expressly stated otherwise. No variation shall be effective unless made in accordance with this Clause, and any purported variation not in compliance shall be void and of no effect. The Supplier may make minor or non-material changes (including corrections of typographical errors, clarifications, or updates required by law) without prior notice, provided that such changes do not adversely affect the user's rights or obligations.

The user acknowledges and agrees that continued use of the Platform or Services following the effective date of any variation constitutes acceptance of the varied terms. If the user does not agree to the varied terms, the user must cease use of the Platform and Services and may exercise its right to terminate. Any waiver, supplement, or amendment requested by the user shall only be effective if agreed in writing and signed by an authorised representative of the Supplier.

This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement and understanding between the Supplier and each user of the Platform (the 'User') in relation to the subject matter hereof, and supersedes and extinguishes all prior agreements, representations, warranties, arrangements, and understandings, whether written or oral, relating to such subject matter.

Each party acknowledges and agrees that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person other than as expressly set out in this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation.

No party shall be entitled to rely on any agreement, understanding, or arrangement not expressly set out in this Agreement, unless made in writing and signed by or on behalf of all parties. In the event of any conflict or inconsistency between the terms of this Agreement and any document incorporated by reference, the terms of this Agreement shall prevail unless expressly stated otherwise in writing. Each party confirms that it has had the opportunity to obtain independent legal advice prior to entering into this Agreement.

Except as expressly provided, no terms or conditions endorsed upon, delivered with, or contained in any purchase order, confirmation of order, specification, or other document shall form part of this Agreement. If any provision is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, deemed deleted, without affecting the validity and enforceability of the rest of this Agreement.

For the avoidance of doubt, this Agreement is entered into solely between the Supplier and the user of the Platform (the 'User'), whether such User is an individual, company, sole trader, partnership, or other legal entity. No person or entity who is not a party to this Agreement shall have any right to enforce any term of this Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

The parties expressly agree that, except as expressly provided, a person who is not a party to this Agreement shall not have any rights to enforce any of its terms. This exclusion applies regardless of whether such person or entity is identified by name, as a member of a class, or as answering a particular description. The parties may agree in writing to confer rights or benefits on a third party, provided that any such agreement must expressly state the intention to do so and must be signed by duly authorised representatives of both parties.

Notwithstanding any other provision, the consent of any third party shall not be required for the parties to vary, rescind, or terminate this Agreement, even if such variation, rescission, or termination affects any right or benefit conferred on that third party. The Supplier's affiliates, subcontractors, licensors, and service providers shall not have any right to enforce any provision of this Agreement, nor shall any User's affiliates, agents, or representatives, unless expressly agreed in writing.

The exclusion of third party rights shall not affect any right or remedy of a third party which exists or is available otherwise than by virtue of the Contracts (Rights of Third Parties) Act 1999. Each party shall indemnify and hold harmless the other party from and against any and all claims arising out of or in connection with any claim by a third party to enforce any term of this Agreement in contravention of this clause. The parties acknowledge that this clause is a material term and that the exclusion of third party rights is fundamental to the allocation of risk between the parties.

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 England and Wales. The parties agree that the choice of law is made to ensure certainty, predictability, and the application of a well-established legal framework suitable for international and domestic commercial transactions involving fintech and cybersecurity services.

Subject to the provisions below, the parties irrevocably agree that the courts of England and Wales 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, its subject matter, or formation. This exclusive jurisdiction is intended to provide a clear and efficient forum for the resolution of disputes.

Prior to the commencement of any legal proceedings, the parties shall use all reasonable endeavours to resolve any dispute, controversy, or claim through good faith negotiations. In the event that such negotiations do not result in a resolution within fourteen (14) days of written notice of the dispute, the matter shall be escalated to senior management of each party for further discussion and attempted resolution within a further fourteen (14) days.

If the dispute remains unresolved following escalation to senior management, the parties agree to attempt in good faith to resolve the dispute through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, or such other mediation procedure as may be agreed. Unless otherwise agreed, the mediation shall take place in London, England, and the language of the mediation shall be English. If the dispute is not resolved within thirty (30) days of the appointment of the mediator, either party may commence court proceedings.

Nothing in this Clause shall prevent either party from seeking urgent or interim relief (including injunctive relief) from any court of competent jurisdiction where such relief is necessary to protect that party's rights or interests pending the outcome of the dispute resolution procedures. The parties acknowledge that any attempt to bring proceedings in any other jurisdiction shall, to the fullest extent permitted by law, be deemed a material breach of this Agreement.

In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination (a 'Dispute'), the parties shall seek to resolve such Dispute promptly and in good faith in accordance with the procedures set out in this Clause.

Either party may initiate the dispute resolution process by providing written notice of the Dispute to the other party, setting out reasonable details of the nature of the Dispute and the relief sought. Upon receipt of such notice, the parties shall use all reasonable endeavours to resolve the Dispute amicably through direct negotiation between their respective senior management representatives.

If the Dispute is not resolved within fourteen (14) days of the date of the written notice, either party may refer the Dispute to mediation in accordance with the CEDR Model Mediation Procedure, or such other mediation procedure as may be agreed in writing. The parties shall agree on the appointment of a mediator within seven (7) days of a party referring the Dispute to mediation; failing agreement, either party may request CEDR or a similar reputable mediation body to appoint a mediator.

The mediation shall take place in London, England, unless otherwise agreed in writing, and shall be conducted in the English language. Each party shall bear its own costs in connection with the mediation, and the parties shall share equally the mediator's fees and any administrative costs. If the Dispute is not resolved by mediation within thirty (30) days of the appointment of the mediator, either party may commence legal proceedings in the courts of England and Wales, which shall have exclusive jurisdiction.

Nothing in this Clause shall prevent either party from seeking urgent interim relief or injunctive relief from the courts of England and Wales at any time. The parties agree to act in good faith throughout the dispute resolution process and to provide all information and documentation reasonably required, subject always to any obligations of confidentiality.

The parties shall comply with the complaints policy of the Supplier, as published on the Platform or otherwise notified to users from time to time. The Supplier shall acknowledge receipt of any complaint within two (2) business days and shall use reasonable endeavours to provide a substantive response within ten (10) business days of receipt. The dispute resolution and mediation procedures set out in this Clause are a condition precedent to the commencement of any legal proceedings, save in respect of any application for urgent interim or injunctive relief. Any settlement reached in the course of mediation shall not be binding unless and until reduced to writing and signed by or on behalf of each of the parties.

The Supplier is committed to maintaining the highest standards of service and transparency. This clause sets out the comprehensive policy and procedure for the handling, investigation, and resolution of complaints raised by any user of the Supplier's Platform (the 'User'). The Supplier shall ensure that all complaints are addressed promptly, fairly, and in accordance with applicable laws and regulatory requirements.

Users may submit complaints in writing via email to legal@trustverify.online or through any other communication channel expressly designated by the Supplier for this purpose. The complaint must include sufficient details to enable the Supplier to identify the User, the nature of the complaint, and any relevant supporting documentation.

Upon receipt of a complaint, the Supplier shall acknowledge receipt within two (2) Business Days, confirming that the complaint has been received and providing an outline of the next steps. The Supplier shall conduct a thorough and impartial investigation, taking into account all relevant information and evidence, and shall endeavour to provide a substantive written response within ten (10) Business Days of acknowledging receipt.

If the complaint cannot be resolved within the initial ten (10) Business Day period, the Supplier shall inform the User of the reasons for the delay and provide an updated timeframe, which shall not exceed a further ten (10) Business Days except in exceptional circumstances. The Supplier's substantive response shall set out the findings of the investigation, any remedial action to be taken, and the rationale for the decision.

If the User is dissatisfied with the outcome or the manner in which the complaint was handled, the User may request escalation to a member of the Supplier's senior management team. The Supplier shall ensure that such escalation is acknowledged within two (2) Business Days and a final written decision is provided within ten (10) Business Days of escalation. If the complaint remains unresolved following escalation, either party may refer the dispute to mediation in accordance with Clause 25 (Dispute Resolution and Mediation).

The Supplier shall maintain a record of all complaints received, the steps taken to investigate and resolve each complaint, and the outcome of each complaint. Such records shall be retained for a minimum period of six (6) years from the date of final resolution and shall be made available to the User upon reasonable request, subject to applicable data protection and confidentiality obligations. The Supplier shall review its complaints policy and procedure on an annual basis, or more frequently if required by changes in law or regulation. Nothing in this clause shall prejudice the User's statutory rights or the right of either party to seek legal or regulatory recourse where appropriate.