Terms and Conditions

Parties

1. Mirror Ltd. a company incorporated in the Isle of Man with registered number 019373V whose registered office is at 6 Mount Pleasant, Douglas, Isle of Man, IM1 2PU (The Service Provider); and

 

2. The firm or organisation using the Mirror solution webapp: https://app.mirroridentity.com/ (The Purchaser)
 

each of The Service Provider and The Reliant Party together are the parties.

 

Background

(A) The Service Provider is a provider of Electronic ID and Verification  (EID&V) solutions, electronic anti money laundering, PEP checks, and sanctions checks, and individual UK credit file check – full details of all services provided are kept up-to-date on the website www.mirroridentity.com

(B) The Purchaser wishes to appoint The Service Provider to provide EID&V and Electronic AML solutions to The Purchaser in accordance with the terms and conditions of this Agreement.

 

THE PARTIES AGREE:

Definitions and interpretation

In this Agreement, unless the context requires otherwise: 
 

Additional Fees means additional fees payable by The Purchaser for provision of additional work.

Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity.

AML means The Money Laundering, Terrorist Financing, and Transfer of Funds (Information on the Payer) Regulations 2017.

Bribery Laws means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments, and regulations in relation to bribery or corruption.

Business Day means a day other than a Saturday, Sunday, or public holiday.

Business Hours means 9am to 5pm on a Business Day, although the services will be available online 365 days a year, 7 days a week (subject to planned downtime or an unforeseen outage).

Commencement Date means the date of this agreement or any other date specified in writing.

Confidential Information means information disclosed by or on behalf of The Purchaser to The Service Provider under or in connection with this Agreement which is marked as confidential, or which The Purchaser has indicated to The Service Provider is confidential, or which would be regarded as confidential by a reasonable business person, including all know-how, trade secrets, financial, commercial, technical, tactical, or strategic information of any kind.

Control means the beneficial ownership of more than 25% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly.

Data Protection Legislation means the UK General Data Protection Regulation (“GDPR”) and the Data Protection Act 2018.

EID&V means electronic Identification and verification. In this case, EID&V software refers to electronic tools or software used to help legal practices or other regulated businesses verify an individual’s identity, or to screen clients against sanctions, politically exposed status and adverse media.

Electronic AML means a check of various sources to screen clients against sanctions, politically exposed status, and adverse media. The purpose of these checks is to provide information about an individual specifically relating to information required to be provided for compliance with the AML Regulations. 

Fees means the sum calculated in accordance with the Schedule and payable in accordance with clause 6.

Relationship Manager means the person appointed by The Purchaser to manage the relationship between the parties.

‍Renewal Date means the date that this agreement renews based on the service plan The Purchaser has chosen, subject to cancellation, in accordance with termination provisions.

‍Service Plan means the service plan agreed between the parties at commencement and any  subsequent renewal. The current and up to date service plans will be available onwww.mirroridentify.com/pricing. These plans are subject to change but if a change occurs the pre-renewal plan will apply.

‍Termination Date means the date on which written termination is effective being the date agreed between the parties on commencement, renewal, or final payment of fees.

‍The Purchaser means the Organisation for whom The Service Provider is providing services to.

‍The Service means the provision of the EID&V Services and electronic AML check or any other service acquired by The Purchaser from The Service Provider via a smartphone app or website interface.

‍Term has the meaning given in clause 2.

‍VAT means United Kingdom value added tax or any other tax imposed in substitution for it.  

 

1.     In this Agreement:

1.1    a reference to this Agreement includes its schedules, appendices and annexes (if any);

1.2         a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.3         a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or      not.  having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.3.1       a reference to a gender includes each other gender;

1.3.2       words in the singular include the plural and vice versa;

1.4         any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be      construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.5         the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and

1.6       a reference to legislation is a reference to that legislation as in force as at the date of this Agreement.

 

2.     Commencement, term, and renewal

2.1           Commencement Date will be the date the service starts. 

2.2           Each EID&V and AML check will commence on the date the request is made by The Purchaser and end on the date the fee is paid. Each request will be treated as an individual transaction.
 

3.     Appointment and scope

3.1          The Purchaser appoints The Service Provider to provide EID&V and Electronic AML services for the duration of the agreement.

 

4.     Duties of The Service Provider

4.1.     During the Term, The Service Provider shall:

4.1.1         Provide EID&V and Electronic AML solutions to The Purchaser.

4.1.2         Deliver the results of The Service via an online internet service, accessed via an internet browser or smartphone app.

4.1.3         Maintain the technology and software used to provide The Service. 

4.1.4.        Notify The Purchaser in the event any part of The Service cannot be delivered within 24 hours of the request. 

4.1.5         Notify The Purchaser in the event the software is not available to provide The Service or there is any interruption that will affect delivery of The Service.

4.1.6         Provide necessary and appropriate updates to the software and technology as required through the duration of the agreement.

4.1.7         Act diligently and in good faith towards The Purchaser.

4.1.8         Maintain all such authorisations and other approvals, permits, and authorities as are required from time to time to perform its obligations under or in connection with this Agreement.

4.1.9         Communicate to The Purchaser all information available to it and relevant to this Agreement. 

4.1.10       Comply with the requirements of The Purchaser’s regulatory body where applicable.

4.2 Comply with appropriate legislation and regulation.

 

5.     Duties of The Reliant Party

5.1         During the Term, The Purchaser shall:

5.1.1      Supply The Service Provider with clear instructions enabling The Service to be provided.

5.1.2      Notify The Service Provider of any changes or planned changes to The Purchaser which may or will impact on the provision of The Service. 

5.1.3      Act in good faith towards The Service Provider.

5.1.4      Provide The Service Provider with any information The Service Provider reasonably requires to perform its obligations under this Agreement.

5.1.5      Comply with appropriate legislation and regulation.

5.1.6      Pay all fees due in accordance with clause 6.

 

6.     Fees & Payment

6.1         During the course of this agreement and until termination The Purchaser will: 

6.1.1      Pay The Fees (as laid out in the Service Plan) within 14 days of the invoice date. 

6.1.2      Pay any Additional Fees within 21 days of the invoice date.

6.2.        Additional Fees will be charged as incurred and as instructed by The Purchaser.

6.3         Any changes in fees will be communicated in writing and agreed between The Service Provider and The Purchaser.

 

7.     Taxes and duties

7.1         Fees due under this Agreement are exclusive of VAT, sales or other taxes or duties applicable for the time being prescribed by law by any authority in or outside the United Kingdom.

 

8.     Invoice Disputes

8.1         The Purchaser shall raise any disputes relating to The Fees within 10 working days of receipt of the invoice. 

8.2.        There will be no right of set off or deduction for any fees due under this agreement.

 

9.     Anti-bribery

For the purposes of this clause 9 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

9.2         Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that:

9.2.1      all others associated with that party; and

9.2.2      all of that party’s subcontractors involved in performing services for or on behalf of that party with this Agreement so comply.

9.3         Without limitation to clause 9.2, neither party shall make nor receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and each party shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

9.4.        Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 9.

10.  Termination

10.1         This Agreement may be terminated by The Purchaser by cancelling The Service via the Service Provider web application. 

10.2 Once terminated the Agreement will terminate on the day The Service expires. 

10.3        Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:

10.3.1      is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case; 

10.3.2.    becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

10.3.3.    has a receiver, manager, administrator, or administrative receiver appointed over all or any part of its undertaking, assets or income;

10.3.4     has a resolution passed for its winding up;

10.3.5     has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

10.3.6.     is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;

10.3.7.     has a freezing order made against it.

10.4         Either of the Parties may terminate this Agreement at any time by giving not less than 4 weeks’ notice in writing to the other party if either party undergoes a change of Control.  

10.5        The right of a party to terminate this Agreement pursuant to clause 10.4 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.

10.6        On termination or expiry of this Agreement The Service Provider shall return or (at The Purchaser’s request) destroy any Confidential Information and other property or materials of The Purchaser in its possession or control and certify in writing to The Purchaser that this has been done.

10.7       Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

10.8      The Service Provider is entitled to terminate this agreement immediately in the event of non-payment or a credit card attached to the account to make payment expires. 

11.  Confidential information

11.1      Each party agrees that, except as provided by Sub-clause 11.2 or as authorised in writing by the other party, it shall at all times during the continuance of this Agreement and in perpetuity after its termination:

11.1.1   Keep confidential all Confidential Information;

11.1.2   not disclose any Confidential Information to any other party;

11.1.3.  not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

11.1.4   not make any copies of, record in any way or part with possession of any Confidential Information; and

11.1.5   ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that party, would be a breach of the provisions of Sub-clauses 11.1.1 to 11.1.5 above.

11.2      Either party may: 

11.2.1  disclose any Confidential Information to:

(a) any subcontractor or supplier of that party used to supply The Service;

(b) any governmental or other authority or regulatory body; or

(c) any employee or officer of that party or of any of the aforementioned persons, parties, or bodies.

11.3     The provisions of this Clause 11 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

12.  Data Protection

12.1     All personal information that The Service Provider may use will be collected, processed, and held in accordance with the provisions of the GDPR and The Purchaser’s rights under the GDPR.

13.  Data Processing

13.1      In this Clause 13, “personal data”, “data subject”, “controller”, “processor”, and “personal data breach” shall have the meaning defined in Article 4 of the GDPR.

13.2      The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 13 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.

13.3      For the purposes of the Data Protection Legislation and for this Clause 13, The Service Provider is the “Data Processor” and The Purchaser is the “Data Controller” in respect to any data required by The Service Provider to perform The Service.

13.4     The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement.

13.5 The Data Processor, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement, shall:

13.5.1     process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

13.5.2     ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. 

13.5.3     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.

13.5.4     not transfer any personal data outside the  UK or European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:

(a) the Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

(b)  affected data subjects have enforceable rights and effective legal remedies;

(c) the Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

(d) the Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

13.5.5     assist the Data Controller in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

13.5.6     notify the Data Controller without undue delay of a personal data breach;

13.5.7     on the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and

13.5.8     maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 13 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

13.6        The Data Processor shall not subcontract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 13 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall:

13.6.1     enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this Clause 13 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and

13.6.2     ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.

14.  Entire agreement

14.1     The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

 

14.2     Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.  No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

14.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.

15.  Notices

15.1     Any notice given by a party under this Agreement shall be in writing and in English;

15.2     Notices may be given, and are deemed received:

15.2.1  by email on receipt of a read receipt.

 

16.  Force Majeure

16.1    In this clause 'Force Majeure' means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement. Force Majeure provisions include the Covid-19 pandemic and apply to this Agreement. Inability to pay is not Force Majeure.

 

17.  Variation

17.1     No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

 

18.  Assignment

18.1     The Service Provider may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without The Purchaser’s prior written consent.

 

19.  Limitation of Liability

19.1     Either Party’s total liability for any loss or damage caused as a result of its negligence or breach of this Agreement shall be limited to 6 months of Fees in the period prior to the date of loss.

 

20.  No partnership or agency

20.1     The parties are independent contractors and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary, agency or other relationship between them. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

 

21.  Severance

21.1     If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

21.2     If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

 

22.  Conflicts within agreement

22.1     If there is a conflict between the terms contained in the main body of this Agreement and the terms of the schedules, appendices or annexes to this Agreement, the terms of the main body of the Agreement shall prevail.

23.  Counterparts

23.1     This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.       

 

24.  Costs and expenses

24.1     Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).

 

25.  Third party rights

25.1     Except as expressly provided for in clause 25.2, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.

25.2 Any Affiliate of The Purchaser shall have the right to enforce any of the provisions of this Agreement.

 

 

26.  Governing law

26.1     This Agreement and any dispute or claim arising out of, or in connection with 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.  Jurisdiction

27.1     The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

 

Last updated 19 January, 2022.