Detected Ltd – Terms of Service (UK)
Last Updated: 10th January, 2024
PLEASE REVIEW THESE TERMS CAREFULLY AS THEY AFFECT EACH PARTY’S LEGAL RIGHTS AND CONTAIN A MANDATORY ARBITRATION PROVISION.
These Terms of Service (these “Terms”) form a binding legal agreement between Detected Ltd., company number 12781602, registered at 5th Floor, 167-169 Great Portland Street, London, W1W 5PF (“Detected”) and the applicable customer (“Customer”) entering into an order form or similar transaction document that references these Terms (“Order”). These Terms and the Order (together this “Agreement”) govern Customer’s access to and use of Detected’s hosted business onboarding platform (the “Platform”). In the event of any conflict between these Terms and the Order, the terms of the Order will prevail.
Detected may update these Terms from time to time in its discretion. Detected will always keep the current version of these Terms posted on its website, and any updates posted at least 30 days prior to Customer’s next renewal date will automatically take effect on such date unless the parties have otherwise agreed in writing.
SUBSCRIPTION AND ACCESS
Customer’s subscription begins on the date set forth in the Order (or, if not otherwise stated, the effective date of the Order), and will continue for the initial term set forth therein (or, if no duration is given, 12 months). Unless otherwise set forth in the Order, at the end of the initial term the Order and subscription will automatically renew for consecutive 12-month renewal terms unless either party provides notice of non-renewal at least 60 days prior to the end of the then-current term (collectively, the “Term”).
Detected incurs certain third-party charges for profile verification and monitoring annually in advance. Accordingly, if Customer adds profiles during the course of the initial or any renewal term and subsequently opts out of a renewal term, Customer agrees to pay (at the end of the Term) a one-time charge equivalent to the monthly charges for such added profiles multiplied by the number of unpaid months until the next anniversary of the addition of such profiles. For purposes of example only, if Customer added 100 sole trader profiles at £1/month each in month 5 of the initial term and opted not to renew at the end of 12 months, Customer would pay an additional charge of £1 * 100 profiles * 4 remaining unpaid months post-termination = £400.
Detected may offer Customer a limited proof of concept period (“POC”), as reflected in the Order. In such event, Detected may impose certain usage limits during the POC, and if Customer does not cancel by written notice to Detected before the last day of the POC, then Customer’s subscription will automatically convert into a paid subscription as described in the Order and with the initial term commencing immediately at the end of the POC.
Subject to Customer’s continued compliance with the Agreement, Detected hereby grants Customer a non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform solely for its internal business operations and in accordance with any user count, volume metrics, or other restrictions described in the Order. Customer will be responsible for ensuring its users comply with the Agreement and will be liable for their acts and omissions as though they were Customer’s own. Customer will provide a current list of users within 5 days from a request by Detected.
Customer is responsible for maintaining the security of its account and login credentials and will be responsible for any actions taken using such credentials. Customer is responsible for ensuring it and its users provide complete and accurate information and keep such information up to date and is responsible for any liability or damages arising from false, fraudulent, inaccurate or incomplete information. Customer is responsible for keeping its own records and making appropriate backups. Detected will not be responsible for any corruption or deletion of data in its possession or control, and Detected’s only obligation in such scenario will be to use reasonable endeavours to restore relevant data from the latest available backup Detected may maintain.
Detected will use commercially reasonable endeavours to make the Platform generally available 24 hours a day, 7 days a week, excluding scheduled or unscheduled maintenance and causes beyond Detected’s reasonable control. Detected will make basic customer support available to Customer at no additional charge. Detected reserves the right to decline to provide, or charge a fee for, any premium, resource-intensive, or bespoke/custom support or other services requested by Customer.
Customer is responsible for providing any information, access, or cooperation reasonably requested by Detected in order to provide activation services and otherwise make the Platform available to Customer hereunder.
FEES AND PAYMENT
Customer will pay all fees pursuant to the Order. Unless otherwise stated in the Order: (a) Detected will invoice Customer upfront for any activation fees, and monthly in advance for any subscription fees; (b) all fees are in GBP; (c) all invoiced fees are due within 30 days of invoice date; and (d) late payments will incur interest at a rate of 1% per month or the maximum rate permitted by law, whichever is less. Customer is responsible for paying any applicable VAT, sales, use, or similar taxes arising out of the transactions under the applicable Order (excluding, for avoidance of doubt, any taxes on Detected’s net income or property). Unless otherwise expressly set forth herein, all payments are non-refundable. Commencing on the first anniversary of the Agreement, Detected may increase its fees up to once per 12 months by providing at least 90 days’ prior notice to Customer.
PRIVACY AND DATA PROTECTION
“Privacy Laws” means any laws or regulations regarding the processing of personal information or data. “Personal Information” means any information or data that relates to an identifiable individual or household or is otherwise subject to any Privacy Laws. To the extent Customer submits or transfers Personal Information to the Platform, Customer will be deemed the “business” or “data controller” and Detected the “service provider” or “data processor” (or analogous terms in any applicable Privacy Laws). Neither party sells any Personal Information to the other hereunder. Detected will process Personal Information provided by Customer solely to provide the Platform and its functionality to Customer, and as otherwise expressly set forth herein. To the extent Detected processes personal data relating to EU or UK data subjects on behalf of Customer, such processing will be subject to Detected’s Data Processing Agreement.
Except as otherwise expressly stated herein, each party will retain all of its right, title and interest in and to its worldwide copyrights, patents, trade secrets, trademarks, and other intellectual property rights (“IP Rights”). All IP Rights in and to the Platform and all documentation, report templates, and methodology are owned by Detected or the relevant third-party owner. Detected reserves the right to update and modify the Platform from time to time in its sole discretion.
“Customer Data” means any content or data submitted by Customer or its users to the Platform. As between the parties, Customer owns the Customer Data and will be responsible for the accuracy, quality, integrity and legality of Customer Data. Customer hereby grants Detected a worldwide, non-transferable, non-exclusive, royalty-free license to use Customer Data to make the Platform and related services available to Customer.
“Usage Data” means anonymised or aggregated technical or usage data relating to the use and performance of the Platform itself (and excludes Customer Data). Detected may collect, use, and disclose Usage Data to improve its offerings and for other legitimate purposes, provided it will not disclose any Usage Data in a manner that can be used to identify Customer or any third-party entity or individual.
If Customer provides feedback, suggestions, improvements, or requests for additional functionality related to the Platform (collectively, “Feedback”), Customer grants Detected an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way Detected deems reasonable, without any attribution or accounting to Customer. This paragraph will survive any termination or expiration of the Agreement.
“Confidential Information” means any non-public information provided by one party (“Discloser”) to the other party (“Recipient”) hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Without limiting the generality of the foregoing, Customer’s Confidential Information includes Customer Data, and Detected’s Confidential Information includes the non-public areas, features, and functionality of the Platform and any documentation. Confidential Information does not include information that: (a) is already known to Recipient without obligation of confidentiality prior to its disclosure by Discloser; (b) is in or enters the public domain through no fault of the Recipient; (c) is or was lawfully received by Recipient from a third party without confidentiality obligations; or (d) was independently developed by Recipient without access to the Confidential Information, as established by written documentation.
Recipient will only use Confidential Information to perform its obligations or exercise its rights under the Agreement. Recipient will not disclose Confidential Information to any individuals or entities except for its and its affiliates’ officers, employees, agents, and representatives who have a need to know such Confidential Information for purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorised use or disclosure of the Confidential Information, including by any of its personnel. The protections set forth herein will apply to any Confidential Information disclosed during the Term for the greater of 5 years or so long as such Confidential Information is protected as a trade secret under applicable law.
If Recipient is legally required to disclose any Confidential Information of Discloser, Recipient will, if legally permitted, provide Discloser with prompt written notice sufficient to allow it an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then Recipient may produce only such Confidential Information as is required by the court order or governmental action.
At Discloser’s request after the Term, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that Recipient may retain: (i) any copies required to be retained under applicable law and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies. Each party agrees that the other party may have no adequate remedy if there is a breach or threatened breach of these confidentiality obligations and, accordingly, that the non-breaching party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to that party.
Notwithstanding anything to the contrary herein, Detected may include Customer’s names and/or logos in its website and marketing materials to accurately identify Customer as a subscriber to the Platform during the Term.
ACCEPTABLE USE; RESTRICTIONS
Customer will not, and will ensure its users do not, directly or indirectly: (i) sublicense, sell, or lease, Platform access, or otherwise use the Platform on behalf of third parties or allow third parties to use the Platform on their own behalf (including use in connection with any timesharing or service bureau, outsourced or similar service); (ii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform; (iii) disassemble, decompile or reverse engineer the Platform, create derivative works based on the Platform, or use the Platform to develop any competing offerings; (iv) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Platform or any other systems, or gain any unauthorised access to any systems or accounts; (v) interfere with or disrupt the operation of the Platform or any other systems; (vi) promote illegal activity or violate any applicable local, state, national or international law; (vii) post or transmit any information or data that is discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (viii) impersonate any person or misrepresent any identity or affiliation; (ix) use the Platform in a way that is not for its intended purposes or that will adversely affect Detected or reflect negatively on it or its goodwill, name or reputation; (x) provide any false or misleading information or any information that it does not have the right to provide; (xi) publish or distribute any analysis or benchmarking of the Solution or its performance; or (xii) otherwise violate any of Detected’s published rules, policies, or guidelines.
The Platform may contain links to websites owned or operated by third parties. Detected does not control or endorse such parties, websites, products or services, and Detected is not responsible for their content, nor is it responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites or materials. Detected is not responsible for the accuracy or reliability of Customer Data or any information provided by third parties and will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating thereto. Additionally, the Platform may enable the use of certain third-party features, such as video conferencing solutions. Any use of third-party features will be subject to the applicable third party’s terms and conditions.
Detected warrants that the Platform, when used properly in accordance with its documentation, will materially conform with Detected’s published specifications or documentations. For any breach of this warranty, Detected’s sole liability and obligation, and Customer’s sole remedy, will be for Detected to use commercially reasonable endeavours to repair the non-conforming aspects of the Platform at no charge to Customer.
IMPORTANT DISCLOSURES AND DISCLAIMERS
THE PLATFORM RELIES ON INFORMATION PROVIDED BY CUSTOMER AND THIRD PARTIES. DETECTED DOES NOT CONTROL AND CANNOT VERIFY THE ACCURACY OF SUCH INFORMATION. ACCORDINGLY, CUSTOMER ACKNOWLEDGES THAT SUCH INFORMATION, AND ANY OUTPUTS BASED THEREON, MAY NOT BE ACCURATE, COMPLETE, CURRENT, OR ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR (1) THE INFORMATION, INSTRUCTIONS, AND REQUESTS IT SUBMITS TO THE PLATFORM; (2) EVALUATING AND VERIFYING ANY RESULTS OR OUTPUTS FROM THE PLATFORM; AND (III) ITS USE OF ANY SUCH RESULTS OR OUTPUTS.
EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY SECTION SET FORTH ABOVE, CUSTOMER’S USE OF THE PLATFORM IS AT ITS SOLE RISK AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DETECTED AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND RELATED TO THE PLATFORM, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THE OUTPUT WILL BE COMPLETE OR ACCURATE. DETECTED IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK OR LINES, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON'S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE PLATFORM.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE (WHETHER IN TORT, CONTRACT OR OTHERWISE) FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY LOSSES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DEPLETION OF GOODWILL, LOSS OF BUSINESS OR LOSS OF DATA (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE PLATFORM, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE); OR (B) AGGREGATE AMOUNT EXCEEDING THE AMOUNTS PAID BY CUSTOMER TO DETECTED UNDER THE ORDER IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. THE LIMITS SET FORTH ABOVE WILL NOT APPLY TO CUSTOMER’S BREACH OF THE SECTION ABOVE TITLED “ACCEPTABLE USE; RESTRICTIONS” OR VIOLATION OF DETECTED’S IP RIGHTS, OR TO NON-PAYMENT OF ANY FEES DUE HEREUNDER.
THESE LIMITATIONS ON LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
RELEASE AND INDEMNITY
Detected will indemnify, defend, and hold Customer harmless from and against any third-party claims alleging that the Platform infringes any third party’s IP Rights. Detected will have no obligation for any claims arising out of: (a) misuse or modification of the Platform, including any breach of the Agreement; (b) combination of the Platform with any components not provided by us; or (c) Customer Data or Detected’s conformance with Customer’s specific requirements or instructions. If a third-party claim of infringement is threatened or occurs, Detected may seek to mitigate damages by modifying the Platform to be non-infringing, obtaining a license for Customer to use the Platform, or (if neither of the foregoing are commercially feasible) terminating Customer’s’ subscription and refunding any unused, prepaid fees. The provisions of this paragraph set forth Detected’s exclusive liability, and Customer’s exclusive remedy, for any third-party claims of infringement.
Customer will release, defend, indemnify, and hold Detected and its affiliates, licensors, licensees, partners, and suppliers, and their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable attorneys’ fees, resulting from Customer’s use of the Platform, Customer’s submission of any Customer Data, Customer’s breach of the Agreement, or any claims arising from transactions or relationships between Customer and any third parties (except for claims indemnified by Detected as described in the previous paragraph). Detected may opt to defend such claims at its sole discretion, in which case Customer will indemnify Detected for the costs of such defence.
SUSPENSION AND TERMINATION
Detected may suspend Customer’s or any user’s account if (a) Detected suspects that there has been any misuse of the Platform or breach of the Agreement (including, without limitation, any non-payment by Customer); or (b) Detected determines in good faith that such a suspension is necessary to protect the integrity and security of the Platform. Detected will use commercially reasonable endeavours to promptly restore access once the underlying issue has been satisfactorily resolved. Customer’s obligation to pay subscription fees will not be affected by any suspension in accordance with this paragraph.
Either party may terminate the Agreement if: (a) the other party commits a material breach thereof and such breach is not remediable; or (b) the other party commits a material breach hereof which is not remedied within 14 days of receiving written notice of such breach. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) will so survive. Unless otherwise agreed in writing, after the Term, Detected will delete any copies of Customer Data stored on the Platform in accordance with its standard data retention and deletion policies (and subject to any legal retention requirements).
Detected may discontinue the Platform by giving no less than 60 days’ prior notice to Customer. In such event, Detected will refund Customer any prepaid, unused amounts corresponding to the period after discontinuation.
DISPUTE RESOLUTION; MANDATORY ARBITRATION
The Agreement (and any contractual or non-contractual dispute, proceeding or claim of whatever nature arising out of or in any way relating to this Agreement or its existence, formation, validity or termination (a “Dispute”)) will be governed by, and construed in accordance with, English law. Subject to the paragraph which immediately follows, any Dispute arising out of or in connection with this Agreement will be settled exclusively through binding arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this paragraph. The number of arbitrators shall be one and the seat, or legal place, of arbitration shall be London, England. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
Notwithstanding the foregoing paragraph, either party may seek injunctive or other equitable relief from any court having jurisdiction for any alleged or threatened misappropriation of intellectual property rights or breach of confidentiality. The prevailing party in any dispute hereunder will be entitled to recover its reasonable attorney’s fees and costs.
Detected will not be responsible or liable for any delays or failures to perform due to causes beyond its reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.
Customer may not assign or transfer the Agreement without Detected’s prior written consent, and any purported assignment in violation of the foregoing will be null and void. If any provision of the Agreement is determined to be void or unenforceable in whole or in part, the remaining provisions of the Agreement will not be affected thereby and will remain in force and effect.
Detected may provide notice to Customer by email or regular mail at the address listed in the Order or Customer’s account profile, or through messages displayed or sent via the Platform. Customer may provide notice to Detected at the address set forth in the Order (as such address may be updated by Detected from time to time upon notice to Customer).
The Agreement and any policies referenced therein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision.