Business Terms and Conditions

Version 7.2.2 | Last updated 1 August 2023

These Terms and Conditions (hereinafter referred to as “Terms”) set out the terms on which Blockpass provides Businesses the Blockpass KYC Connect services and all associated services (collectively, the “Services”).  Accordingly when a Business User accepts these Terms when creating a Business Account, or in respect of Enterprise Services when submitting an Enterprise Order Form, the Business User, acting on behalf of the Business agrees that the provision of the Services shall be subject to these Terms, and the Enterprise Order Form (where applicable), to the exclusion of all other terms and conditions that the Business might seek to impose or incorporate, or that are implied by trade, custom, practice, course of dealing or otherwise.

Each Business User shall ensure that he/she reads these Terms, our Privacy Policy, and any other document referred to here.

Blockpass reserves the right to change, modify, add, or remove portions of these Terms at any time, at its absolute discretion.  The Business User’s continued use of the Services following the publication of any changes will be deemed as an acceptance of these T&Cs as amended or modified.

1. Company information

The Services are provided by Blockpass UK Ltd, a company limited by shares and registered in the UK under company number 11251249 and addressed at 7 Bell Yard, London, England, WC2A 2JRL.

2. Definitions and Interpretation

The following definitions and interpretations apply to these terms.

2.1 Definitions:

​​“Authorised Business User”

a User who is an employee, contractor and/or officer of a Business and using the Service on behalf of the Business;

“Blockpass Marketplace”

online marketplace available at https://www.blockpass.org/marketplace/ where Users can access third party e-commerce services;

“Blockpass”

Blockpass UK Ltd.  We may refer to Blockpass in these Terms or in an Enterprise Order Form as “we” or “our”;

“Blockpass IP”

has the meaning given to it in clause 17;

“Blockpass Platform”

the platform described in clause 3;

“Business”

the organisation named on a Business Account who is subscribing to the Services of Blockpass in accordance with these Terms; We may refer to Businesses in these Terms or in an Enterprise Order Form as “you” or “your”;

“Business Account”

an account created for a particular Business by the Authorised Business User;

“Business Dashboard”

part of the Blockpass Platform where the Business can configure its user onboarding service via the Business Account;

“Business Day”

any day other than Saturday, Sunday or public holiday when banks in London are open for business;

“Business IP”

Intellectual Property Rights in the name, logo, website of the Business or any other materials or information provided by or on behalf of the Business in connection with this Agreement (including any Intellectual Property Rights in Dashboard Data, the Certificate or any other materials produced as a result of the Verification process);

“Certificate”

written confirmation of the result of a Verification.  Certificates are generated by Blockpass Platform and are based on information sent to us by the User and verified by: (1) a third party (Verifier); or (2) us;

“Commencement Date”

date of acceptance of these Terms;

“Confidential Information”

the terms of this Agreement and any information provided by one party (the “Discloser”) to the other party (the “Recipient”) through the course of this Agreement that relates to the trade secrets of the parties, however recorded or preserved: (i) identified as “confidential”, or (ii) to be understood as confidential in nature by a reasonable business person in relation to clients, suppliers, business affairs, suppliers, intentions and market opportunities, operations, product information, procedures, technology, proprietary information, IP and know-how, trade secrets and software The term “Confidential Information” does not include information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to the Recipient; (ii) becomes publicly known and made generally available after disclosure to the Recipient through no action or inaction of the Recipient; (iii) is in the possession of the Recipient, without confidentiality restrictions, at the time of disclosure by the Discloser; or (iv) is independently developed by the Recipient without reference to any Confidential Information;

“Control”

with respect to a corporation, the right to exercise, directly or indirectly, more than 50 per cent of the voting rights attributable to the shares of the controlled corporation and, with respect to any person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person;

"Dashboard Data” 

any and all data stored in the Business Dashboard including without limitation Certificates and Individual User ID Data or any other data received from Users; 

“Data Protection Legislation”

means all applicable legislation in force from time to time relating to data protection and privacy including, but not limited to the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003;

“Enterprise Services”

the services described in clause 7.1;

“Group”

in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company (the terms “subsidiary” and “holding company” shall have the meanings given to them by Section 1159 of the Companies Act 2006); 

“Individual User”

an individual User who is being verified as part of the Services; 

"Individual User ID Data” 

ID documents, proof of address, selfie or other identify information  (as applicable) provided by an Individual User in respect of which a Verification is carried out;

“Intellectual Property Rights”

patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information including know-how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“KYC Profile”

the KYC profile of an Individual User;

“KYC Services”

provision of the verification services via the Blockpass Platform;

“Losses”

losses, damages, liabilities, claims, costs and expenses, including fines, penalties, and professional fees;

“Managed Service”

the managed service element of the Enterprise Services as more particularly described in the Enterprise Order Form;

“Marketplace Services”

the services described in clause 5;

“Enterprise Order Form”

the Order Form for the Enterprise Services submitted by the Business;

“Partners”

third party companies and suppliers providing services and products to Business that use Blockpass’ Services;

“PASS Club”

loyalty scheme provided by Blockpass to Users;

“PASS Rewards”

rewards offered by Blockpass to Users who have joined the PASS Club when accessing the Business’ services;

“Representatives”

employees, directors, agents, officers, advisers, Partners and other representatives of the Company or Company’s Group;

“Services”

services or products provided by Blockpass to the Business, including KYC Services, Marketplace Services and/or Enterprise Services;

“Submission”

when Individual Users submit their information to the Business via QR code, web on-boarding or similar method;

“Term”

is defined in clause 22;

“Users”

users of Blockpass Platform;

“Verification”

assessment of Individual User ID Data via Blockpass Platform, resulting in the issuing of a Certificate;

“Verification Fee”

fee payable in respect of a Verification; 

“Verifiers”

third party suppliers of verification services.

2.2 Interpretation:

2.2.1 Headings shall not affect the interpretation of this document.

2.2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal representatives, successors and permitted assignees.

2.2.3 Any obligation on a person not to do something includes an obligation not to agree or allow that thing to be done.

2.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.2.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.2.6 References to any statute, statutory provision, enactment, order, regulation or other instrument shall include

2.2.6.1 any subordinate legislation made under it;

2.2.6.2 any provision that it has modified or re-enacted (whether with or without modification); and 

2.2.6.3 any provision that subsequently supersedes it or re-enacts it (whether with or without modification) whether made before or after the Commencement Date.

2.2.7 A reference to writing or written includes fax and email.

2.2.8 Unless the context otherwise requires a reference to one gender shall include all genders.

2.2.9 Where a provision of this Agreement is subject to agreement of the parties, or requires approval, consent or permission of a party, such agreement, approval, consent and permission must be evidenced in writing and given by an authorised representative of the parties.

3.  KYC Services

3.1 Blockpass is a user-centric identity and know-your-customer (“KYC”) solution that provides a platform for Users to create a trusted and reusable digital identity and share their data with Businesses in order to access services offered by the Business.  The solution is offered to Users via Blockpass App, an identity verification mobile application available for iOS and Android, and Blockpass WebID (together “Blockpass Platform”).

3.2 As part of the KYC Services, Businesses are able to request data from Individual Users as part of their onboarding process including personal documentation and personal information which the Blockpass Platform will then verify as part of the KYC Service.  The Verifications may include: identity document verifications, selfie verifications, AML checks, proof of address, jurisdiction and age checks.  Blockpass reserves the right to make changes to the Individual User ID Data required for the purpose of carrying out a Verification at its discretion and without notice.

3.3 Once the Individual has submitted the relevant Individual User ID Data, the Blockpass Platform will automatically carry out the relevant Verification on the basis of the Submission.  Once a Verification has been completed, a Certificate will be issued setting out the results of Verification performed by Blockpass and/or by a Verifier, on behalf of Blockpass.

3.4 The Certificate will form part of the Individual’s User’s KYC Profile and shall be valid for a period of up to three months after which the relevant Individual User ID Data upon which the Verification was undertaken and the Certificate was issued will need to be re-verified and a new Certificate issued.

3.5 A Business may access a valid Certificate relating to a KYC Profile on payment of a Verification Fee.  Once the Business has reviewed the Certificate, the Business will accept or reject an Individual User in accordance with its own internal policies.

3.6 Verification Fees are calculated on a per Certificate basis.  This means the Business will be charged the relevant Verification Fee to access the Certificate regardless of whether the Business ultimately accepts or rejects the Individual User.  If a Business requires the Individual User to provide updated information or documentation to Blockpass Platform to be re-verified (and the Certificate to be reissued), the Business will be charged a further Verification Fee to access the updated Certificate.  Note to the extent Business only requires certain documentation to be re-verified, the Business will only be charged that part of the Verification Fee that relates to the identity document being re-verified.  By way of example, where a Verification Fee is $1 and is calculated on the basis that 80 cents of the fee relates to verification of the Individual User’s identity documents and 20 cents of the fee relates to verification of the Individual User’s selfie, if the Business requires for an Individual User’s identity documents to be re-verified and not the selfie, the Business will only be obliged to pay 80 cents to access the updated Certificate (this pricing is provided for illustration purposes only).

3.7 Blockpass will provide the Business access to the Blockpass Dashboard via the Business Account where the Business can configure their user onboarding service to either manually or automatically approve or reject profiles.  Blockpass will also enable the Business to integrate into the Blockpass product application programming interface (“API”) so that Business Authorised Users can sign up, access and use the Business’s services.

3.8 Blockpass cannot provide any guarantees around timeframes for the completion of Verifications.

3.9 Blockpass reserves the right on immediate written notice to refuse the provision of the KYC Services and/or to suspend ongoing KYC Services to a Business at its absolute discretion in accordance with these Terms.  

3.10 The Business may export the Dashboard Data for its own record keeping purposes from the Blockpass Platform provided that Business must ensure that the Dashboard Data is kept securely and only disclosed to third parties on a strictly need to know basis for the purpose of carrying out KYC on a particular individual.  In particular that Business shall  ensure it has internal procedures to guarantee safe access to the Dashboard Data, whether stored in the Blockpass Platform or otherwise,  by any internal staff, this includes but is not limited to ensure 2FA is enabled on accounts or other data security procedures according to industry standards. The Business shall notify Blockpass within 24 hours if it becomes aware of any unauthorised access to Dashboard Data. Blockpass may at any time request that additional measures are introduced by the Business to ensure enhanced security in respect of the Dashboard Data if it has any concerns about the Business’ security practices.  

3.11 Blockpass shall only retain Dashboard Data related to a Verification in the Blockpass Platform for a maximum of 30 days from the date at which the relevant Individual User submitted the ID Data for the relevant Verification (“Access Period”) unless the Business pays a storage fee to store the relevant Dashboard Data beyond the Access Period. The amount of the storage fee shall be notified to the Business at the time of instructing Blockpass to carry out the applicable Verification. If Business does not pay the storage fee, Blockpass may suspend the provision of the Services in respect of the relevant Verification and delete the relevant Dashboard Data, and Business shall be responsible for making its own copy of the relevant Dashboard Data to the extent it wishes to continue to access such data. 

4. Promotions

4.1 Blockpass may offer a promotional period (“Promotion Period”) or promotional terms or offers (“Promotional Offer”) (together “Promotions”) to a particular Business at its absolute discretion.  Details of specific Promotions will be released separately, including any applicable eligibility requirements and any separate terms and conditions applicable to the particular Promotion (“Promotional Terms”).

4.2 Such Promotional Terms shall be read in conjunction with these Terms for the period of the relevant Promotion.

4.3 Promotions are based on the fair use of the Services and Blockpass reserves the right to cancel any available Promotion with immediate effect if upon Blockpass’ reasonable opinion:

4.3.1 the Business misuses the Services during the Promotion or its performance causes undue financial burden to Blockpass;

4.3.2 the Business does not comply with the particular Promotional Terms;

4.3.3 the Business’s behaviour may bring a reputational risk to Blockpass;

4.3.4 the Business generates or encourages the regeneration of fraudulent profiles or any other form of spam; or

4.3.5 the Business does not cooperate with Blockpass or make use of the Services available via the Promotion within the relevant period (as set out in the Promotional Terms).

4.4 Blockpass may terminate the Promotion unilaterally and without cause on one week’s prior written notice to the Business.

5. Marketplace services

5.1 Blockpass offers the ability for Businesses to use the Blockpass Marketplace to advertise their own services to the existing Users (“Advert”).

5.2 To the extent the Business wishes to use the Blockpass Marketplace to advertise its services, it shall agree with Blockpass any specific commercial arrangement on a case by case basis.

5.3 Where a Business wishes to advertise its services on the Marketplace, the Business shall provide all relevant materials and information to Blockpass about its services (“Business Materials”) and Blockpass shall (once any commercial terms have been agreed) create a specific page on the Blockpass Marketplace where the Advert can be displayed to Users.  Accordingly, the Business hereby grants Blockpass a worldwide, perpetual, irrevocable, non-exclusive, assignable, royalty-free licence and all necessary permissions and/or consents required (with full right to sub-license) to use, reproduce, exploit, modify and alter the Business Materials to the extent necessary in connection with the promotion and fulfilment of the Business’ services.

5.4 Without prejudice to Blockpass’ other rights to terminate or suspend provision of the Marketplace Services (including pursuant to clause 5.6), Blockpass reserves the right to remove the Advert from the Blockpass Marketplace at any time on one week’s prior written notice.

5.5 The following provisions will apply to any Business using the Marketplace Services:

5.5.1 The Business shall:

5.5.1.1 comply, and shall ensure the Advert (including the underlying services) complies with all the applicable laws and regulations and industry guidance and best practice;

5.5.1.2 ensure Business Materials are accurate, complete and up to date and do not contain any information that might be misleading or otherwise misrepresent the services being offered; 

5.5.1.3 deliver the advertised services to the Users in a timely manner (and in accordance with any agreed and/or promoted timeframes);

5.5.1.4 pay any fees due to Blockpass pursuant to any commercial terms agreed in a timely manner and upon receipt of invoice from Blockpass and in accordance with clause 14;

5.5.1.5 be fully responsible for executing the terms of the Advert (including fulfilling any applicable advantage/discount to Users and delivering the underlying services); 

5.5.1.6 deal with any complaints or issues in connection with the Advert and/or underlying services (“Complaints”).

5.5.2 The Business warrants, represents and undertakes that:

5.5.5.1 the services being promoted are legal in the country in which they are based; 

5.5.5.2 the services that are the subject of the Advert are legal in the country in which they are offered;

5.5.5.3 it has the requisite licences and regulatory permissions to offer the services; and 

5.5.5.4 it is the lawful owner or licencee of any Intellectual Property Rights in the Business Materials and that use of the Business Materials by the Business and/or Blockpass as anticipated by these Terms do not and shall not infringe the rights of any third parties.

5.6 Blockpass reserves the right to remove the Advert from the Blockpass Marketplace at any time with immediate effect if:

5.6.1 the Advert involves access to a regulated product or service;

5.6.2 the Business and/or Advert are, in Blockpass’ opinion, in breach (or likely to be in breach) of this clause 5;

5.6.3 the Advert and/or underlying services are the subject of a Complaint; or

5.6.4 Blockpass believes that the display of the Advert on the Blockpass Marketplace may damage or otherwise cause harm to the reputation of Blockpass and/or any member of its Group.

6. Pass Rewards 

PASS Rewards are offered to Individual Users who successfully sign up with a paid for Business.

7. Enterprise services

7.1 Blockpass may offer to a Business, or where certain criteria is met, require a Business to purchase, bespoke services, labelled as “Enterprise Services”.  Such Enterprise Services involves the provision of the KYC Services but with an increased level of support and with an optional managed service.

7.2 Details and requirements of any Enterprise Services shall be set out and agreed in an Enterprise Order Form.  To the extent there is any conflict between the terms of the Enterprise Order Form and these Terms, these Terms shall prevail unless the Enterprise Order expressly states otherwise.

7.3 Business acknowledge and agree that, it is the responsibility of the Business to comply with the applicable anti-money laundering laws and procedures including customer due diligence checks.  Even if the Business elects as part of an Enterprise Order Form to receive the Managed Services, the ultimate responsibility for ensuring the KYC checks are carried out in accordance with applicable law is with the Business at all times.

Managed Service

7.4 Where Blockpass provides a Managed Service to a Business, Blockpass is merely providing the infrastructure to assist the Business in assessing the outcome of the Verifications and the Business acknowledges that Blockpass shall have no responsibility itself for assessing the outcome of the Verification.  Accordingly the Business shall be solely responsible for setting out the relevant steps and procedures it wishes Blockpass to followed in connection with the provision of the Managed Services.  Blockpass shall under no circumstances be considered compliance officer of the Business.  Under no circumstances shall Blockpass be required to offer a professional opinion on such Verifications.  Further, Blockpass disclaims any and all liability to the fullest extent permissible by law for any Loss suffered or incurred by the Business as a result of any decisions made by the Business arising out of or in connection with the Managed Services (including any decisions made in respect of Verification). In order to provide a Managed Service Blockpass necessitates that the auto-approval and advanced automated remediation systems (Advanced KYC Bot) are enabled. 

7.5 The scope of any Managed Service shall be agreed between the parties in a manner that ensures that no discretion on the part of Blockpass operators is required to provide the Services.  In order for Blockpass to provide the Managed Services, Blockpass will require access to the Business Dashboard which the Business agrees to provide in order for Blockpass to perform the Managed Services.

7.6 The Enterprise Services may be provided as a monthly subscription on the basis set out in the Enterprise Order Form.

7.7 The scope of a Managed Service may include the provision of one or more dedicated Blockpass operators to the Business to assist Business Users with carrying out KYC checks or Individual Users undergoing KYC checks at the request of a Business (“Dedicated Support Service”)  The provision of such Dedicated Support Service shall be charged for separately and shall only be provided on the basis of minimum 12 month periods (“Dedicated Support Period”).  If a Business wishes to purchase Dedicated Support Service, the relevant terms and applicable fees shall be  agreed in writing by the parties either at the time of entering into an Order Form or any time thereafter if the request for Dedicated Support Service arises following the execution of an Order Form  and documented separately to the Order Form .  The fees for the Dedicated Support Service shall at a minimum comprise a one off set up fee to cover the training of the operator(s) and a monthly dedicated support fee. The provision of Dedicated Support Service shall expire at the end of the relevant Dedicated Support Period and Blockpass shall be under no obligation to provide the Dedicated Support Service beyond the Dedicated Support Period.  If the Business wishes for the Dedicated Support Service to continue for a subsequent Dedicated Support Period, it shall notify Blockpass at least 60 days prior to the end of the then current Dedicated Support Period and the parties shall agree to revised terms for the ongoing provision of Dedicated Support Services. Blockpass may at any time during a Dedicated Support Period increase the monthly dedicated support fee on 30 days’ notice. If the Business objects to increase in fees during a Dedicated Support Period, it may terminate the provision of the Dedicated Support Services with effect from the date on which the proposed increase is to come into effect.  

7.8 If the Business requires additional dedicated personnel during a Dedicated Support  Period, it shall notify Blockpass of such additional requirements.  Blockpass shall try where possible to accommodate such increased support request but cannot make any guarantees.  Any requests for increased support may result in additional set up fees and an increase to the monthly support fee and shall be documented separately in writing.  The Business acknowledges and agrees that during any Dedicated Support Period,, it shall not be entitled to decrease the level of dedicated support unless otherwise agreed in writing by Blockpass on a case by case basis.   The Business acknowledges and agrees that the dedicated operator is trained by Blockpass and all oversight and management is provided by Blockpass. Under no circumstances during a Dedicated Support Period shall a dedicated operator be considered an employee of the Business.

8. Services provided by our partners and verifiers

8.1 The Business acknowledges that elements of the Services may be provided by Partners and Verifiers and Blockpass may be required to share information or data provided by the Business with this Partners and/or Verifiers.

8.2 Partners

8.2.1 Where Services are provided by a Partner, the Business shall be required to sign a separate agreement with the Partner and accept their terms and conditions of business before proceeding.

8.2.2 The separate agreement between the Business and the Partner shall define the terms and conditions of business for the provision of the relevant services and Blockpass accepts no liability for the performance or quality of the services provided by the Partners and shall not be liable to the Business for any Losses suffered or incurred by the Business or Business’s group for any failure of the Partner.

8.2.3 Where an element of the Service is provided, supported and/or facilitated by a Partner and not Blockpass (e.g. ad hoc consultancy services), Blockpass shall have no responsibility for that element of the Services provided by the Partner.  To the extent a disputes arise between the Business and a Partner, Blockpass shall endeavour to facilitate for such dispute to be resolved pursuant to clauses 28 and 29 of these Terms.

8.3 Verifiers

8.3.1 Blockpass may use third party verifiers in the course of providing the Services and it will endeavour to obtain and maintain the latest versions of the Verifiers’ applications and services.

8.3.2 Blockpass reserves the right to unilaterally substitute the Verifiers at any time, at its absolute discretion, with notice to Business if such changes affect the Services.

8.3.3 Should Blockpass change its Verifiers, or should Verifiers not be able to perform its duties as per these Terms, Blockpass disclaims any liability for any disruption caused to a Business as a result of a change of Verifier.

9. Data protection

9.1 Blockpass collects and processes personal data about the Users in accordance with the provisions of the Data Protection Legislation.  For details of collection, processing, storage and retention of personal data including, but not limited to, the purposes for which personal data is used, the legal basis for using, details of the User’s rights and how to exercise them, and personal data sharing please refer to our Privacy Policy available on the Blockpass website.

9.2 For the purpose of these Terms, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.

9.3 For the purposes of the Data Protection Legislation and for this clause each of the Business and Blockchain shall be considered an independent data controller in its own right of any personal data shared or processed by the Parties in connection with these Terms except where Blockpass provides Enterprise Services in which case, the Business shall be considered a data controller and Blockpass shall be considered a data processor in respect of any personal data processed in connection with the provision of the Enterprise Services and/or auto approve functionality within the KYC Services.

9.4 Each of the Business and Blockpass shall comply with their respective obligations that are applicable to them as set out in the Data Protection Legislation.  This clause shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.  In particular, each of the Business and Blockpass shall ensure that they have in place all necessary consents and notices required to enable the lawful transfer of personal data to the other for the purposes described in these Terms.

9.5 If either the Business or Blockpass considers that the purpose for the collection of personal data and/or the relationship between them no longer corresponds to the intention of the Parties stated in these Terms, then it shall promptly notify the other Party and the Parties shall discuss and agree in good faith such steps that may be required to confirm the Parties’ intentions.

9.6 Each Party shall in respect of their processing of personal data:

9.6.1 have in place, and continue to have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to such personal data;

9.6.2 take all practicable steps to ensure the accuracy and protection of collected personal data;

9.6.3 train employees and agents responsible for handling collected personal data;

9.6.4 contractually require third party data processors to comply with all Data Protection Legislation, and adopt security measures to protect collected personal data;

9.6.5 notify the other party promptly when it becomes aware of or reasonably suspects the occurrence of any potential or actual personal data breach affecting personal data supplied by the other party (or where Blockpass acts as the Business’s data processor personal data generated or obtained by Blockpass in its capacity as a data processor);

9.6.6 where any data subject exercises any right(s) (including access, correction and erasure), promptly notify the other party to the extent that any action is required, or information is required from the other party for the fulfilment of such right(s); and

9.6.7 provide reasonable co-operation and information reasonably requested by the other party for the following purposes:

9.6.7.1 fulfilment of that other party’s obligation to respond to requests for exercising any data subject's right(s); and

9.6.7.2 investigation of any personal data breach and the fulfilment of any related notification obligations.

9.7 Without prejudice to its obligations set out in clause 9.6, where Blockpass acts as the Business’ data processor, Blockpass shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms:

9.7.1 process the personal data only on the written instructions of the Business unless Blockpass is otherwise required to process such personal data by law.  Blockpass shall promptly notify the Business of such processing unless prohibited from doing so by law;

9.7.2 ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

9.7.3 delete all personal data it processes in its capacity as a data processor on termination of the relevant Services unless it is required by law to keep the relevant personal data;

9.7.4 provide such assistance as the Business may reasonably require to allow it to comply with its obligations as a controller under Data Protection Legislation including its obligations relating to the security of processing, notification of personal data breaches or the need to conduct data protection impact assessments; and

9.7.5 provide the Business with all information required to demonstrate compliance with the obligations of this clause 9.7 and with the Data Protection Legislation, and submit to audits and inspections of systems and processes which are relevant to the performance of the Enterprise Services, as may be conducted by the Business or by a third-party auditor mandated by the Business.

9.8 The Business shall give general authorisation to Blockpass to appoint subprocessors in connection to the provision of the Services.  To the extent Blockpass wishes to change those subprocessors, it must first notify the Business in writing and give the Business a reasonable opportunity to object.  If the Business does not raise any objections to the new subprocessor within the specified objection period, it shall be deemed to have accepted the subprocessor.  If the Business raises an objection, the Business shall be required to cease using the Services if the objection cannot be resolved. 

9.9 The parties acknowledge and agree that the relevant Enterprise Terms will set out, in respect of the processing of personal data in connection with the Enterprise Services: details of the subject matter and duration of the processing; nature and purpose of the processing; the type of personal data being processed; and the categories of data subject.

10. Obligations of the business

10.1 Without prejudice to any other obligations of the Business set out in these Terms, the Business shall (and shall, where applicable, procure its Authorised Business Users shall):

10.1.1 integrate Blockpass to its platform for identity verification services on the on-boarding of customers in a timely manner and following Blockpass’ instructions;

10.1.2 install all necessary updates and modifications to the identity verification services software as instructed by Blockpass;

10.1.3 submit payment information, when applicable, and pay all fees in connection with the Services in a timely manner;

10.1.4 provide all material information necessary in an accurately and timely manner and co-operate with Blockpass in all matters relating to the provision of the Services;

10.1.5 use commercial reasonable endeavours to ensure that any data furnished, transmitted and/or uploaded to the Blockpass Platform is true, correct and complete.  In the event the Business is aware of any change and/or update in the data, the Business shall promptly notify Blockpass of such change and/or update in the data and in any event within ten (10) days from such change and/or update;

10.1.6 perform its due diligence procedures in accordance with these Terms and when applicable;

10.1.7 maintain a level of cyber security at all times in accordance with industry’s best practices and make sure security measures to its systems and platforms are in place to avoid compromising Blockpass’ Platform; 

10.1.8 fully comply with the ongoing obligations included here, in any promotion or offer agreed with Blockpass and any applicable policies issued by Blockpass and communicated to the Business, such policies to be amended from time to time at Blockpass’ absolute discretion;

10.1.9 inform Blockpass immediately in writing of any non-compliance;

10.1.10 inform Blockpass of any changes to its services, including but not limited to the end of a campaign or activity; 

10.1.11 comply with all applicable laws and regulations in force in the relevant jurisdiction or any other regulation which governs the nature of their services and the Services provided as set out in these Terms, including but not limited to, Data Protection Legislation; and 

10.1.12 use the Services in a lawful and fair manner.

10.2 Business shall not, and shall ensure that its Authorised Business Users shall not: 

10.2.1 use reverse engineering or other techniques to access logic, internal data structures or internal services utilised by the software of Blockpass or otherwise translate, reverse-engineer, decompile, disassemble or copy any source code or underlying ideas or algorithms of the Blockpass Platform and/or API by any means;

10.2.2 provide, licence or transfer or grant any rights in the Blockpass Platform and/or API, in full or in part, to or for the benefit of any third party otherwise than any Authorised Users of the Business as may be approved by Blockpass who have accepted the terms and conditions of Blockpass;

10.2.3 modify, adapt, incorporate into or with other websites, or create a derivative work of any part of the Blockpass Platform and/or  API; and

10.2.4 interfere with or disrupt the Blockpass Platform and/or API or the servers or networks providing the Blockpass Platform and/or API, or tamper with the information, or transmit, inject or introduce or permit to transmit, inject or introduce to the Blockpass Platform and/or API any virus, worm, Trojan horse or any other code or software that is harmful, of a malicious nature, or may or is intended to damage the operation of, monitor the use of, the API, the Blockpass Platform, or any hardware, software, or equipment of Blockpass;

10.2.5 modify, tamper or amend or resell or otherwise export or re-use for a commercial purpose any Dashboard Data (including part or all of a Certificate); .

10.2.6 use the Services to facilitate unlawful activities including but not limited to, money laundering, fraud and any other illicit activities.  Blockpass shall not be held responsible for any loss and damage arising out of such use; or

10.2.6 otherwise breach the Platform Terms of Service here:https://www.blockpass.org/terms

10.3 If the Business fails to comply with its obligations and performance of Services is delayed, prevented or otherwise impacted, Blockpass will not be liable for any Losses sustained by the Business and may be entitled to recover additional costs, charges or losses it may incur arising directly or indirectly from such failure, prevention or delay.

11. Representations and warranties

11.1 Without prejudice to any other obligations under these Terms, the Business represents, warrants and undertakes to Blockpass that:

11.1.1 it is a company duly incorporated and validly existing;

11.1.2 the Authorised Business User signing up for the Services on behalf of the Business has requisite authority to bind the Business to these Terms;

11.1.3 it has full power and authority to conduct its business and it is duly authorised to exercise the rights and fulfil the obligations hereunder and use the Services;

11.1.4 the services provided by the Business are in accordance with the laws and regulations of each jurisdiction they have presence;

11.1.5 it complies, and will continue to comply, with all applicable laws and regulations, conform to public policy and carry out ethical business practices;

11.1.6 the provision of data to Blockpass and/or its Group, consultants, Partners, Verifiers and subcontractors (if any) under these Terms, to the extent personal data is concerned, is in compliance with all applicable laws and regulations and any data protection principles therein.  The Business must arrange all consents and approvals that are necessary for Blockpass and/or its Group, consultants, Partners, Verifiers and subcontractors (if any) to access the data;

11.1.7 it will cooperate with Blockpass in all matters relating to integration and implementation of the Services, including offering clear, accurate and timely information when requested by Blockpass;

11.1.8 it complies, and will continue to comply, with all other agreements entered into by the Business with Blockpass or any Partner, including any Promotion Terms or Adverts;

11.1.9 it complies, and will continue to comply, with anti-money laundering and any financial regulation policies in place in the relevant jurisdictions and it will not use the Services to facilitate any illegal activities;

11.1.10 it does not and will not conduct any illegal activity;

11.1.11 it has applied all safety and security measures necessary for the safe integration of the Blockpass Platform to their services and the safe handling of personal data (including any safety and security measures reasonably requested by Blockpass);

11.1.12 all information supplied by the Business:

11.1.12.1 is true, accurate, complete, valid and not misleading,

11.1.12.2 if amended, the Business will notify Blockpass immediately,

11.1.12.3 in relation to its identity, such as email address, a contact telephone number, contract address, postal code, are valid, accurate and up-to-date, and Blockpass will be able to reach the Business via such information,

11.1.12.4 does not infringe upon any third party’s rights and interests;

11.1.13 any data collected from Users by the Business will be fully authorised by the User; and

11.1.14 it shall conduct business in good faith, and not carry out or permit to be carried out on Blockpass Platform any fraudulent or malicious acts, engaging unfair competition or disturbing the normal operations or business process of Blockpass.

12. Disclaimers

12.1 While Blockpass will endeavour to provide the Services with reasonable care and skill, to the maximum extent permitted by applicable law, the Services are provided “as is” and on an “as available” basis and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms, including warranties of merchantability, accuracy, title, non-infringement or fitness for a particular purpose or any warranties arising from usage of trade, course of dealing or course of performance.

12.2 Further Blockpass does not warrant that: a) any information provided by Blockpass is accurate, useful, complete, free of any omissions or errors and that such faults will be corrected; or b) access to the Services will be uninterrupted or that there will be no delays or failures, or that the Services will be operational, error-free, secure or safe at all times.  Blockpass shall not be liable for any loss, damage or cost resulting from any such events.  The Business assumes responsibility and risk to the suitability and results of the Services, and any decisions made based on the results of the Services.  The Business acknowledges that:

12.2.1 Blockpass shall not be liable for any inaccuracies or incompleteness of information or any software defects or malfunctioning in the delivery of the Services;

12.2.2 Blockpass does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities;

12.2.3 Blockpass is not responsible for any delays, delivery failures, or other damage resulting from such problems;

12.2.4 Blockpass is not responsible for any issues related to the performance, operation or security of the Services that arise from the end user’s content, applications or third party content; 

12.2.5 Blockpass does not make any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of third party content or services, and disclaims all liability arising from or related to third party content or services; and

12.2.6 The Business agrees that it uses the Services at its own risk.

12.3 Blockpass does not guarantee that:

12.3.1 the Services will operate in combination with the User’s content or User’s applications, or with any other hardware, software, systems, services or data not provided by Blockpass; and

12.3.2 the Services will meet the requirements, specifications or expectations of the Business and/or the Users. 

12.4 To the maximum extent permitted by applicable law, in no event will Blockpass be responsible or liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, breach of trust, breach of fiduciary duty or otherwise, for Losses suffered or incurred by Business or any member of Business’ Group arising out of or in connection with:

12.4.1 the consequences of ‘false positive’ results for KYC/AML data;

12.4.2 any reliance on, or decision made on the basis of, information or material provided by Blockpass;

12.4.3 an events or failure or delay in providing the Services caused by third parties (including, without limitation, internet connection failure, computer system failures, communication failures, power failures, computer viruses, hacking, strikes, labour disputes, riots, insurrection, fires, floods, storms, explosions and war) or any other acts, omissions, statements or representations of any third party, including but not limited to any other third party provider of Blockpass verification services; 

12.4.4 any matter affecting the utility, legitimacy, legality or characterisation of the Blockpass Platform or any associated services caused by circumstances beyond Blockpass’ reasonable control;

12.4.5 unauthorised access, use or alteration of the Blockpass Platform;

12.4.6 the failure of the software code of any of the smart contracts to operate in a manner that is consistent with these Terms.

13. Third party links

Where Blockpass provides links from its website/platform to other sites and resources provided by third parties, Blockpass has no control over the content of such providers and accepts no responsibility or liability for them or for any loss or damage that may arise.

14. Fees and exchange rates 

14.1 Pricing information will be provided on the Business Dashboard and/or the Enterprise Order Form.  Fees in respect of the Services will be incurred on a pay as you go basis and invoices for the fees may be issued monthly in arrears unless otherwise agreed by the parties, in writing.  Once an invoice is issued, payment will be taken using the payment card details stored on the relevant Business Account, unless such other payment method agreed otherwise with the Business in writing.  It is the responsibility of the Business to ensure that their Business Account contains up-to-date bank card and company information details to ensure payment can be taken on a monthly basis.

14.2 Blockpass reserves the right to modify pricing at its absolute discretion at any time on notice to the Business.  Continued use of the Services by the Business will be deemed as acceptance of such changes.

14.3 Blockpass reserves the right to make changes to the discounts or Promotions at its absolute discretion with reasonable notice to the Business.  Continued use of the Services by the Business will be deemed as acceptance of such changes.

14.4 If payment cannot be taken in accordance with clause 14.1, Blockpass reserves the right to:

14.4.1 charge interest on the overdue sum which shall accrue each day at a rate equivalent to 4% a year;

14.4.2 suspend provision of the Services until payment has been received in full;

15. Obligations of confidentiality

15.1 Each Party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, distributors, pricing, exchange rates, redemption rates, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by this clause.  Except with the prior written consent of the other Party, the Parties shall:

15.1.1 not disclose, broadcast, edit, display or make available Confidential Information to any third parties;

15.1.2 not copy, reduce to writing or otherwise record any Confidential Information;

15.1.3 not use, reproduce, transform or store Confidential Information in an externally accessible computer or electronic retrieval system outside its usual place of business;

15.1.4 keep separate the Confidential Information from all documents and other records;

15.1.5 apply suitable security measures to protect Confidential Information.

15.2 Parties may disclose Confidential Information to their representatives for the provision of the Services.  Parties shall ensure representatives are informed of the nature of information before disclosure and that they comply with these Terms.

15.3 Parties may disclose Confidential Information only to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the disclosing Party as much notice of such disclosure as possible.

15.4 A Party shall not use the other Party’s Confidential Information for any purpose other than to exercise its rights or perform its obligations under these Terms.  Upon termination of this Agreement this clause will remain in effect for three years.

16. Public announcements

16.1 Blockpass reserves the right to disclose the existence of this commercial relationship for marketing purposes which may include the use of logos and other marketing materials.  Any further public statements must be made on mutually agreeable terms only.

16.2 The parties agree to maintain a respectful working relationship and not to make any disparaging comments against each other.

17. Intellectual Property

17.1 The parties acknowledge and agree that all Intellectual Property Rights contained in the Blockpass name, logo, Blockpass Platform, the API and Services (including Dashboard Data and other output of the Services ) shall belong to Blockpass.  This includes, but it is not limited to:

17.1.1 The knowhow and processes of the identity verification software;

17.1.2 Any developments and updates to the Blockpass App, Blockpass ecosystem and Blockpass Platform, including any new features, products and services added to the Blockpass Platform;

17.1.3 Certificates and any other identity certificates generated via additional checks;

17.1.4 PASS Tokens and their functionalities

(together the “Blockpass IP”).

17.2 Blockpass hereby grants the Business a non-exclusive licence to use the Blockpass IP for the sole purpose of receiving the Services in accordance with these Terms.  Such licence is not transferable without express written consent of Blockpass. 

17.3 The Business hereby grants Blockpass a non-exclusive licence to use the Business IP for the sole purpose of providing the Services.  The Business acknowledges that once the services are live the name and logo of the Business will become public to anyone who accesses the unique url.

17.4 The Business warrants, represents and undertakes that use of any Business IP including without limitation the name, logo and website details of the Business) by Blockpass or any member of its Group as anticipated by this Agreement does not and shall not infringe any third party rights and the Business shall not register, or attempt to register, any of the Intellectual Property Rights contained in the Blockpass IP as its own.

17.5 For purposes of publicity the Business authorises Blockpass to use the Business Materials (including the Business’s logos, website address and trade names), for marketing purposes in accordance with these Terms.

17.6 If Business provides any Feedback to Blockpass:

(a) Blockpass will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features and/or functionality, in whole or in part;

(b) Business will be deemed to have hereby granted Blockpass a royalty-free, fully paid-up, irrevocable, perpetual, worldwide licence to use such Feedback for any purpose, including, without limitation, the development and/or improvement of features and/or functionality for the Blockpass Platform and/or any other Blockpass products and/or services. Further to the extent Blockpass incorporates any Feedback into the Blockpass Platform or other Blockpass product or service, it shall on request assign (or procure the assignment of) any Intellectual Property Rights in such Feedback with full title guarantee, free of encumbrances to Blockpass and shall obtain a waiver of any moral rights

18. Ownership of data

Except in respect of any Business IP made available on the Blockpass Platform, the rights in which shall be owned or licenced by the Business, Blockpass shall own all right, title, and interest (including but not limited to the copyright, ownership rights and usage right) in all data, records, information and materials of any kind that is created, developed, prepared or derived from its Blockpass Platform including the Dashboard Data.  Such data, records, information and materials include but are not limited to the web-pages, entire content of texts, software, audios, pictures, videos, graphics, logos, layouts, designs, advertisements and promotional materials.

19. Indemnification

The Business shall indemnify and hold harmless Blockpass, its Group and their respective directors, officers, employees, agents, affiliates and any person related to the company against any and all Losses , which they may incur or which may be made against them arising out of, in relation to or in connection with the Business’s breach of any of the obligations, representations and warranties or undertakings contained in these Terms.

20. Limitation of liability

20.1 The restrictions on liability in this clause apply to every liability arising under or in connection with these Terms, including but not limited to liability in contract, tort (including negligence), misrepresentation, and restitution or otherwise.

20.2 In no event shall Blockpass, the Group or its partners be liable for any loss of use, loss of profits or prospects, loss or corruption of data, software or information, loss of trading or business or sales, loss of agreements and contracts, loss of anticipated savings or loss or damage to goodwill, in each case whether direct or indirect, or any other indirect, special or consequential damages, or any other damages of any kind, whether in an action in contract, tort (including but not limited to negligence) or otherwise, even if they have been advised of the possibility of such damages, arising out of it in any way connected with the use of or inability to use the Services.

20.3 The above includes, without limitation, any damages caused by or resulting from information that contains mistakes, omissions, errors, defects, interruptions or delays in transmission or any failure of performance, resulting from any act.

20.4 Subject to paragraphs 20.4.1 and 20.4.2 below, Blockpass’ maximum aggregate liability under this Agreement in respect of any calendar year shall not exceed the greater of: a) £500; and b) the total amount of fees paid or payable under these Terms in respect of that calendar year.  Nothing limits any liability which cannot legally be limited, including liability for:

20.4.1 death or personal injury caused by negligence;

20.4.2 fraud or fraudulent misrepresentation.

20.5 Unless the Business notifies Blockpass that it intends to make a claim in respect of an event within the notice period, Blockpass shall have no liability for that event.  The notice period for an event shall start on the day on which the Business became, or ought reasonably to have become aware of the event having occurred and shall expire six (6) months from that date.  The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

21. Suspension of the Services

21.1 Blockpass may, without prejudice to any other right or remedy, and without giving notice (where lawful to do so), suspend, limit or cancel the Services to the Business without penalty and with immediate effect:

21.1.1 where the Business suffers or is likely to suffer an insolvency related event; or

21.1.2 where a service or software which the Business is contractually required to source in order to make use of the Services, is suspended or terminated and the Business does not or cannot procure substantially equivalent provision, support or facilitation from another provider in order that Blockpass is able to continue to provide the Services in an uninterrupted, safe and or lawful manner;

21.1.3 where outstanding sums are due;

21.1.4 where Blockpass has reasonable grounds to suspect that the Services are being used fraudulently or otherwise illegally or otherwise in breach of these Terms;

21.1.5 where any agreed mechanism for payment for any due charges fails and/or is cancelled by the Business without Blockpass' prior agreement;

21.1.6 where Blockpass is ordered to do so by a competent authority in the relevant jurisdiction.

21.1.7 where the actions of the Business:

21.1.7.1 threaten the integrity of Blockpass' ecosystem or the network of a third party through or by which Blockpass provides the Services to the Business;

21.1.7.2 jeopardise any service by Blockpass to any of its customers; or

21.1.7.3 threatens the integrity of Blockpass’ reputation within the industry; or

21.1.8 if the Business Dashboard remains inactive (no on-boarding or updates or any communication from the Business) for more than thirty (30) days and/or if the Business does not pay for the data storage fees for the  Access Period, Blockpass may delete all Dashboard Data without notice to the Business. Blockpass disclaims all liability for any losses caused by the loss of data as a result of the deletion of Dashboard Data pursuant to this clause.

21.1.9 Blockpass may (without prejudice to any other right or remedy in this Agreement) suspend, limit or cancel the relevant Services to the Business with immediate effect where any of the below faults occur and the Business fails to remedy the fault or breach as soon as possible and in any event within seven (7) days after the date that Blockpass notifies the Business in relation to such fault or breach:

21.1.10 where the Business fails to satisfy Blockpass that it remains credit worthy following a credit check undertaken by Blockpass; or

21.2 In the event that the Services cannot be provided due to an unforeseen event, Blockpass shall, as soon as it becomes aware of the fact that such Service cannot or is not being provided, notify the Business.  Any such notification shall contain an estimate of the anticipated period in which the Services will not be provided and contain sufficient information in order to allow the Business to determine what, if any, measures may need to be taken.

21.3 Notwithstanding any suspension, limitation or cancellation of the Services under the clauses above, the Business shall remain liable for all charges due in accordance with the relevant KYC Connect plan.

22. Term and termination

22.1 These Terms shall come into force on the Commencement Date and shall continue in force indefinitely until terminated by either party, subject to termination in accordance with the relevant sections of these Terms and/or Enterprise Order Form in respect of the Enterprise Services;

22.2 Blockpass may suspend and/or terminate the provision of the Services upon prior written notice of five (5) Business Days to the Business.

22.3 Blockpass reserves the right to unilaterally terminate the provision of the Services without notice or explanation and with immediate effect when:

22.3.1 The Business commits a breach of the terms of these Terms and such breach is not immediately remedied;

22.3.2 The Business provided any false, fraudulent or forged documents or materials to Blockpass;

22.3.3 The Business disclosed or used personal data in a manner which is not compliant with Data Protection Legislation;

22.3.4 Blockpass becomes aware the Business is in breach of any law or regulation in the relevant jurisdiction;

22.3.5 Blockpass becomes aware the Business is conducting illegal activities or regulated activities without the applicable licences;

22.3.6 Blockpass becomes aware the Business’s conduct in the course of carrying out its business may be detrimental to Blockpass;

22.3.7 The Business commits any action that may bring Blockpass into disrepute;

22.3.8 The Business suspends or threatens to suspend its business;

22.3.9 The Business enters into administration, liquidation or any arrangement with its creditors or suffers any other insolvency related event;

22.4 On termination of these Terms for any reason:

22.4.1 Business shall immediately pay to Blockpass all of Blockpass’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Blockpass shall submit an invoice, which shall be payable by Business immediately on receipt;

22.4.2 Business shall immediately cease all use of the Services, including but not limited to use of the Blockpass Platform; and

22.4.3;

22.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up Terms which existed at or before the date of termination shall not be affected or prejudiced; 

22.4.4 Business’ access to Dashboard Data shall immediately cease and Blockpass shall be entitled to delete with immediate effect any Dashboard Data. from the Business Dashboard. Further Blockpass shall have no obligation to maintain any other data or information relating to the Business or forward any such information to any third parties; and

22.4.5 Blockpass shall assume no liability to the Business or any third parties in connection with Termination.

22.5 Any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Terms shall remain in full force and effect.

23. Notices

23.1 Any notice or notification in any form to be given under these Terms shall be:

23.1.1 sent by email; 

23.1.2 made available on the Business Dashboard; or

23.1.3 sent by registered letter or delivered in person.

23.2 Notice will be deemed given on the date of receipt, if sent by email, on the date of transmission unless an error message occurs, and if sent by registered post, two (2) business days after being posted.  For international post, five (5) business days after being posted.

23.3 Notices shall be sent to Blockpass at: 

Att: Legal Department 

Blockpass UK Limited

7 Bell Yard 

London

England

WC2A 2JRL

and/or to: [email protected]

24. Force majeure

24.1 If either Party is unable to perform or delays to perform its obligations under these Terms due to events beyond its reasonable control (including but not limited to, acts of God, accident, fire, floods, hurricanes, endemic, pandemic (such as avian flu or coronavirus), riots, civil commotion, malicious damage (other than malicious damage caused by employees of the relevant Party or its group), acts of war, terrorism, hostilities, acts of third parties (but excluding acts of a party’s own subcontractors), breakdown of network or public utilities, and acts of government and parliamentary authority (any such event, an “Event of Force Majeure”), it shall be entitled to a reasonable extension of the time for performing such obligations as a result of such cause and the Party encountering such events shall not be liable thereto, provided that the affected Party shall promptly notify the other Party and take reasonable measures to minimise the impact of the Event of Force Majeure on such Party.

24.2 Where the effects of an Event of Force Majeure persist for 90 days or more, the Party unaffected by the Event of Force Majeure may terminate the Services immediately upon written notice to the other Party.

25. Third party rights

The Services governed by these Terms are personal to and are made solely for the benefit of Blockpass and the Business and shall not create or give any rights to or purport to confer any benefit on any third parties whatsoever.  Save in respect of any members of the Blockpass Group, the application of the Contracts (Rights of Third Parties) Act 1999 and/or any comparable law in any jurisdiction giving to or conferring on third parties the right to enforce any term of these Terms is expressly excluded and no terms of these Terms are, or intended to be, enforceable by any person not being a party to it.  The rights of Blockpass and the Business to terminate, rescind, or agree any amendment, waiver, variation or settlement are not subject to the consent of any third party.

26. General provisions

26.1 Relationship of the Parties

The relationship of the Parties is that of an independent contractor.  In all matters relating to these Terms each Party hereto shall be solely responsible for the acts of its employees and agents, and employees or agents of one Party shall not be considered employees or agents of the other Party.  Except as otherwise provided herein, no Party shall have any right, power, or authority to create any obligation, express or implied, on behalf of any other Party.  Nothing in these Terms is intended to create or constitute a joint venture, partnership, agency, trust, or other association of any kind between the Parties or persons referred to herein.

26.2 Variation

These Terms may be modified or amended by Blockpass at its absolute discretion.  Any provision contained here may only be waived by a document duly signed by the Party waiving such provision.

26.3 Non-Severability

Should any part or provision of these Terms be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions shall nonetheless remain valid and continue to have their full legal force.  In this case, the Parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection.  The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.

26.4 Waiver

The failure of either Party to enforce any of the provisions hereunder or any rights with respect thereto shall not constitute a waiver of such provisions or rights or in any way affect the validity of these Terms.

26.5 No Assignment

The Business may not assign or transfer any of its rights or obligations in whole or in part under these Terms to any third party without the prior written consent of Blockpass.  Blockpass may assign or transfer any and all rights and obligations under these Terms to its affiliate(s).  This Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.

26.6 Public Announcements

No press releases or other public announcement concerning these Terms shall be made by either Party unless the form and text of such announcement shall first have been approved by the other Party, except for any announcements based on reporting duties under applicable laws and regulations.

26.7 Entire Terms and Conditions

These Terms, including the Schedules (when applicable), constitute the entire agreement between the Parties hereto, and shall replace any previous oral or written agreement or condition between the Parties.  Any amendment or supplement shall be in writing and become effective upon acceptance.  The Business may be subject to additional agreements when using a bespoke service or the services of a Partner.

26.8 Survival

Any provisions of these Terms relating to Intellectual Property Rights, obligations of confidentiality, obligations to indemnify, post termination matters, or terms by their nature survive the expiration or termination shall survive Termination for three years.

26.9 Inadequacy of damages

Without prejudice to any other rights or remedies that Blockpass may have, both Parties acknowledge and agree that damages alone would not be an adequate remedy for any breach of the terms of these Terms by the Business.  Accordingly, Blockpass shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of these Terms.

26.10 Changes to Services

Blockpass reserves the right to change the Services from time to time with immediate effect.  Any material change shall be notified to Business.  Continued use of the Services by the Authorised Business User following such notification shall constitute the Business’ acceptance of such change to the Services.

27. Governing law and jurisdiction

27.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

27.2 Subject to the provisions in clauses 28 and 29, each party irrevocably agrees that any dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (“LCIA”) Rules, which Rules are deemed to be incorporated by reference into this clause.

27.2.1 The number of arbitrators shall be one.

27.2.2 The seat, or legal place, of arbitration shall be London.

27.2.3 The language to be used in the arbitral proceedings shall be English.

27.2.4 The governing law of this arbitration agreement shall be the substantive law of England and Wales.

27.2.5 All hearings shall be held in private and the arbitration award shall be binding on the Parties.

27.3 The Parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the arbitration created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a state court or other legal authority.

28. Dispute resolution

28.1 Subject to clause 29, any and all disputes (including non-contractual disputes or claims) arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be kept confidential and the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model (“CEDR”) Mediation Procedure and the mediation will start, unless otherwise agreed by the parties, within 28 days of one party issuing a request to mediate to the other.  Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.  The mediation will take place in England and the language of the mediation will be English.  The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with the substantive law of England and Wales.

28.2 If the dispute is not settled by mediation within 14 days of commencement of the mediation or within such further period as the parties may agree in writing, the dispute shall be resolved through the arbitration procedure set out in clause 27.2.

29. Internal dispute resolution procedure

29.1 Blockpass is committed to providing quality service for its Business therefore it aims to deal with disputes in a transparent, confidential and efficient manner.

29.2 If any dispute arises in connection with the services provided by Blockpass according to these Terms, Blockpass shall have fourteen (14) days from the date of notification by the Business to address the dispute and propose a resolution (“Internal procedure”).

29.3 Appropriately senior representatives of the Parties with authority to settle the dispute shall meet in a good faith effort to resolve the dispute within thirty (30) days from the date of notification.

29.4 If the dispute is not wholly resolved at that meeting, the Parties shall resolve the dispute in accordance with clause 28.

29.5 When the dispute is related to the services provided by our Partners, Blockpass may act as a mediator in the dispute, if needed.  Within fourteen (14) days of a written request from one Party Blockpass shall contact the appropriately senior representatives of the Parties with authority to settle the dispute and arrange a meeting for a resolution.  Parties shall meet in a good faith effort to resolve the dispute.

29.6 Failing to reach an agreement as stated in clause 29.5 the Business shall revert to the dispute resolution procedure in the separate agreement signed with the Partner.