Terms and ConditionsLast updated: Octover,7 2021
These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with Detion (the “Service Provider”).
Please read these Terms and Conditions carefully before using our DM PLUS solution (the “Service”). Use of the Service is conditioned on your acceptance of and compliance with these Terms.
These Terms apply to all clients.
Clients means the organization which has an account enabling a person to access and use DM PLUS solution.
DM PLUS solution (“Service”) means online identity verification/ authentication services, including backoffice and mobile app.
2. Service terms
2.1 A sales order must be signed by both the service provider and client for providing the proper service.
2.2 The service provider may notify client in writing at least thirty (30) days prior to expiration of agreement during the term
2.3 The client must appoint a person who can access to the client’s account, and notify the service provider
2.4 The client must not sub-license its right to use DM PLUS Solution.
2.5 Only the authorized person who is appointed and notified can access and use DM PLUS solution
2.6 The client acknowledges that the provider shall not be responsible for any data communicated to or transmitted to DM PLUS.
2.7 The client must not use DM PLUS in any way that causes, or may cause, damage to DM PLUS Service.
2.8 The client must not use DM PLUS in a unnotified purpose, except as permitted by the service provider.
2.9 The client must not use DM PLUS in unlawful, illegal, fraudulent or harmful way.
2.10 All intellectual Property rights belongs to the service provider exclusively.
3. Integrations with Third Party Services
3.1 The client agrees to the integration with a Third Party service in order for services.
3.2 The Provider may remove, suspend or limit any Third Party Services integration at any time in its sole discretion.
3.3 Client acknowledges that:
a) Integration of Third Party Services may involve the transfer of Client Data from the Hosted Services to the relevant Third Party Services.
b) Supplier has no control or responsibility for the disclosure, modification, deletion or other use of Customer Data resulting from integration with Third Party Services.
c) The Provider is not liable to the Customer with respect to the Third Party Services or any loss or damage that may be caused by the Third Party Service Providers.
4.1 Service provider shall, whenever necessary, invoice Client for charges and Client shall pay service provider any charge within thirty (30) days after invoicing in accordance with this clause.
4.2If client does not pay the Service Provider the appropriate amount in accordance with the Agreement, the Provider may temporarily suspend DM PLUS service until Customer pays charges.
5. Confidentiality Obligations
5.1 Both parties must:
- keep the other party's confidential information strictly confidential by protecting the other party's confidential information to the same degree that the other party uses to protect its own confidential information of a similar nature; Data protection;
- not disclose the other party's Confidential Information to anyone without the other party's prior written consent, even in such cases only under confidentiality conditions approved in writing by the party to whom the Confidential Information is disclosed;
- Always act in good faith with respect to the other party's confidential information;
- will not use the other party's confidential information other than for the purpose of disclosing it to the receiving party;
5.2 No obligation is imposed with respect to a party's Confidential Information if the Confidential Information is:
- is known to the other party prior to disclosure under contract and is not subject to any other confidentiality obligations;
- publicly known or made known through the act or default of the other party; or
- information obtained by a party from a third party in circumstances where there is no reason to believe that a breach of confidentiality obligation has occurred;
5.3 It does not apply where the disclosure of Confidential Information is required by law or regulation, judicial or governmental order or request, or in accordance with disclosure requirements related to listing in stocks.
5.4 Upon termination of the Agreement, each party must immediately destroy the other's use of Confidential Information. Within 5 business days of receiving a written request for termination from the other party, the party concerned must (at the other party's option) provide the other party's Confidential Information and delete or destroy the other party's Confidential Information.
5.5 The provisions of this Section 5 shall remain in effect indefinitely after termination of the Agreement.
5.6 Neither party shall make any disclosures related to this Agreement or the content of this Agreement (including the disclosure of press releases, public announcements and marketing materials). Such consent will not be unreasonably withheld or delayed without Supplier's prior written consent.
6. Data Protection
6.1 Each party shall comply with data protection laws with respect to the processing of personal data under the contract and the supplier shall only process the customer data in accordance with the customer's documented instructions set out in the contract or other agreed document.
6.2 Notwithstanding any other provision of this Agreement, the service provider may process Client Data where and to the extent required by applicable law. In such cases, the service provider must inform the customer of its legal requirements prior to processing, unless law prohibits such information on the basis of a material interest in the public interest.
6.3 Service Provider shall process Client Data only during the Term and within thirty (30) days after the end of the Term.
6.4 Service provider must ensure that the person authorized to process personal data has either promised confidentiality or has an appropriate legal obligation to maintain confidentiality.
6.5 Supplier and Customer shall each implement appropriate technical and organizational measures.
6.6 As of the Effective Date, service provider has received permission from Customer to process client Data through third parties. Service provider must notify client at least 14 days in advance. In the event of any intended change in connection with the addition or replacement of a third party processor, and if Client object to such change prior to implementing such change, Client may terminate the Agreement with 7 days' written notice to Service Provider. It is provided within 7 days from the date the provider notifies the customer of the intention to change. Service Provider shall ensure that each Third Party Processor is subject to legal obligations equivalent to those imposed on Service Provider by this section.
6.7 Service Provider shall, at the option of Client, delete or return to the Customer some or all of the Client's Personal Data after providing DM PLUS Service associated with the processing, and shall delete the existing copies except to the extent required by the following.
6.8 In the event of any change or foreseeable change in data protection law that does not result in either or both parties complying with the data protection laws, both parties must comply with the change protection law promptly and in their best efforts.
7.1 The Service Provider warrants to the Customer that:
- Service Provider has the legal right and authority to enter into a contract and perform its obligations under the contract;
- Service Provider will comply with all applicable legal and regulatory requirements applicable to Service Provider's exercise of its rights and performance of Service Provider's obligations under the Contract;
- Service Provider may not guarantee exactly 100% accuracy of results;
- The service provider complies with the DM PLUS specification and all important aspects.;
- DM PLUS must be free from defects in verification/ authentication service;
- DM PLUS is free of viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs;
- DM PLUS incorporates security features that reflect the requirements of good industry practice;
7.2 Client acknowledges that:
- Subject to other provisions of the Agreement, Service Provider makes no warranties or representations that Service will be completely secure or that service will be completely free from defects, errors and/or bugs;
- Service Provider may not guarantee exactly 100% accuracy of results;
7.3 The Client warrants to Service Provider that it has the legal right and authority to enter into a contract and perform its obligations under the contract.
7.4 The warranties and representations of all parties with respect to the subject matter of the Agreement are expressly set forth in the Agreement.
8. Force Majeure Events
8.1 If a force majeure event causes either party to fail or delay in performing its obligations under the contract (except for payment obligations), those obligations will be suspended for the duration of the force majeure event.
8.2 A party that becomes aware of a force majeure event in which a party may fail or delay in performing its obligations under this Agreement shall promptly notify the other party of the expected failure or delay period.
8.3 A party whose performance of its obligations under the contract is affected by a force majeure event shall take reasonable steps to mitigate the impact of the force majeure event.