Business terms

Our agreement with you

These terms apply to your access and use of the service (as defined below), which together with:

• Your contract schedule (where provided)
• Amiqus’ service user terms
• Amiqus’ data processing agreement
• Amiqus’ privacy policy

form the agreement between you (“the client”) and us (the “Agreement”). This agreement supersedes any written or oral representations, statements, understandings or agreements.

Your use of the service, any downloaded material from it and the operation of this agreement shall be governed by, construed and interpreted in accordance with the law of Scotland and you agree to submit to the exclusive jurisdiction of the Scottish courts.

Failure or delay by either party in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.

The illegality, invalidity or unenforceability of any part of this agreement will not affect the legality, validity or enforceability of the remainder.

Who we are

In this policy ‘Amiqus’, ‘we’, ‘us’ or ‘our’ refers to:

• Amiqus Resolution Ltd
• Company Registration Number: SC511150
• Data Protection Registration Number: ZA136760

“Amiqus” is a trading name of Amiqus Resolution Ltd. Contact us via email at [email protected], or call us on 0131 513 9757.

Definitions used in these business terms

In this agreement:-

• “Agreement” means this agreement together with the Contract schedule, Service user terms, Data processing agreement and Privacy policy;
• “Check” means the identification, verification, pre-employment and/or criminal record checks to be carried out on the Data subject, constituting the service. The checks available will be determined by reference to the client’s requirements;
• “Credit” means the credits made available to a client under their chosen payment plan which can be used to complete checks on data subjects under the service;
• “Customer data” means any data subject information necessary for us to provide the service to the client, including, but not limited to a legible copy of the data subject’s passport, driver’s licence or national identity card;
• “Intellectual property” means any patent, invention, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon;
• “The client” means you, being the company, firm, entity, corporation or public authority who wishes to purchase the services;
• “The Data subject(s)” means the individual who has been referred to Amiqus by the client to provide their personal information and complete the check through the service;
• “The service” means the services provided by Amiqus to the client, which include all or some of the following services: identity reports, credit reports, photo ID verification including via facial similarity verification, basic disclosure checks, the provision of company information and watchlist (politically exposed persons and sanctions) information and ongoing monitoring; as detailed further in the Contract schedule;
• “The Service user” means an employee, agent, consultant or contractor from the client’s organisation making use of “The service” on behalf of the client;
• “The Website” means the Amiqus website at amiqus.co – or any other site operated by Amiqus.

Commencement, term and termination

• Signing up with Amiqus

  In order to access and use the service, an Amiqus account must first be created. You can apply for an Amiqus account by emailing a member of our team at [email protected]. On acceptance of your registration, you will receive email confirmation and an account set up email invitation will be sent to the service users linked to your Amiqus account. On acceptance of your registration, you will be offered training on use of your Amiqus account and additional after sales services.

   

  If you are opening an Amiqus account because you have been referred to us by someone else, or under a specific arrangement, the account sign up process may vary.

   

  Given the potentially sensitive nature of the information that may be returned through completion of Checks, Amiqus is required to undertake due diligence on prospective clients prior to providing The service. Amiqus reserves the right to refuse any registration application entirely at our own discretion.

• Subscription term

  The subscription term shall be 12 months, unless otherwise agreed in the Contract schedule (the “subscription term”). The subscription term shall continue unless terminated by either party in accordance with the Contract schedule.

• Closing your Amiqus account

  The agreement will remain in full force and effect as long as you continue to access or use the service, or until terminated by you or us for any reason set out in these Business terms.

• Cancellation by you

  Unless otherwise stated in your contract schedule, you can close your Amiqus account by providing 30 days’ notice at any time by contacting our client management team via the online ticket support feature. Please note that no refund will be made for any subscription fees or unused credits already billed and paid. Any subscription fees paid for the period after the termination date will not be refunded and any outstanding contractual sums will be payable within 30 days from the date of termination.

• Suspension and termination by Amiqus

  Amiqus shall be entitled (at its own discretion) to suspend the service or terminate this agreement with immediate effect if the client:

  • Fails to comply with any of its obligations under this agreement (including the Data processing agreement and Service user terms
  • Commits any material breach of any of the terms of this agreement where such breach is irremediable or remains un-remedied after ten business days of the client being notified by Amiqus of the breach;
  • Fails to pay any amount due under this agreement;
  • Is rude or offensive to Amiqus staff or otherwise abuses The service in any way (to be determined at Amiqus’ discretion);
  • Becomes insolvent or is put into liquidation or administration or otherwise ceases to carry on business.

  On termination of this Agreement by Amiqus for any of the above reasons, any credits and subscription fees already billed and paid by the client will not be refunded and will be forfeited.

• Force majeure

  Amiqus will not be liable to the client or be deemed to be in breach of this agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the service, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:

  • Act of god, explosion, flood, tempest, fire or accident, cyber attack, adverse weather, act of government, plague or epidemic.

Service provision

Amiqus provides a streamlined, scalable and repeatable approach to anti-money laundering, know your customer and client and staff onboarding. It aims to improve efficiency, reduce risk, reduce cost and automate the process. The detailed specification relating to the services to be provided to you by Amiqus is contained in the contract schedule.

Amiqus does not offer a sandbox or testing environment, unless specifically agreed in your contract schedule.

• Service availability

  We undertake to you that the services will be provided using reasonable care and skill.

  Amiqus shall use commercially reasonable endeavours to make the services available 24 hours a day, seven days a week.

   

  Planned maintenance which may affect the service is typically scheduled outwith Mon-Fri 9am – 5pm. Relevant service disruption notices and support are provided to both clients and data subjects. In the event of planned maintenance which affects access to the service during working hours, (Mon-Fri 9am – 5pm), Amiqus will provide at least 72 hours notice to clients.

   

  In the event of extenuating circumstances, e.g. critical vulnerability, a security incident or similar, the response to limit the service may be without notice.

   

  Amiqus may at any time amend or improve the service for any reason including, but not limited to, technical, legal or business reasons and will inform clients by email on release of any significant changes to the service.

   

  We will use all reasonable endeavours to meet any performance dates specified in the Contract schedule or on our website, but any such dates are estimates only and failure to perform The services by such dates will not give you the right to terminate this agreement.

• Customer support availability

  Online ticket support functionality is available 24/7 to clients and data subjects when engaging with Amiqus. Queries are monitored Monday to Friday 09:00 – 17:00 (GMT) with a response time of up to 24 hours (across working days).

   

  Online tickets will not be monitored on 25th December, 26th December and 1st January. Any tickets submitted during this time, or on weekends, will be reviewed the next working day.

• Early access

  From time to time Amiqus may offer the client the opportunity to use new features that Amiqus considers to not be final or ready for general use (“early access”). The client acknowledges and agrees that:

  • Early access may impact the availability of, and the client’s use of, the service.
  • Early access may not be used for commercial purposes.
  • Early access may not operate properly or be fully functional.
  • Amiqus has the right to abandon development, maintenance, and operation of early access at any time and without obligation or liability to the client.

Service charges

In consideration of us providing the service you must pay our service charges (the “service charges”). The service charges are determined by the pricing plan selected by the client:

Standard, scale and enterprise plans

• Subscription fee: a recurring payment determined by the plan selected by the client. The subscription fee includes a monthly credit allocation and discounted rate  for credit top-ups. The subscription fee is paid in advance at a frequency selected by the client – either monthly or annually.
• Credit top up: a ‘pay as you go’ system if additional credits are required.

The service charges are the prices quoted in Amiqus’ standard pricing schedule, unless otherwise agreed. Prices exclude VAT which shall be added and charged at the prevailing rate. We accept payment in UK pounds sterling only.

Prices may be subject to change, clients will be given 30 days’ notice from the next invoice date of any amendments to Amiqus’ standard pricing schedule.

Amiqus shall have the right to increase service charges during a subscription term. Clients will be given 30 days’ notice from the end of the next invoice date of any increase to service charges.

• Purchasing credits

  Specified service users can request a credit top up by contacting the Amiqus support team via the online ticket support feature when logged into your Amiqus account.

  The number of credits required for a check will depend on the type of check being undertaken, as set out in Amiqus’ standard pricing schedule. Credits will be applied to your account within 24 hours of request and invoiced once applied. Amiqus reserves the right to refuse a request for credit purchase if any outstanding service charges have not been paid.

• Invoicing

  With the exception of the initial invoice, the subscription fee (where applicable) and credit top ups are invoiced separately. The initial invoice will include your first annual or monthly subscription fee (where applicable) and initial credit purchase. It will be issued on the earlier of: (i) receipt of login details, or (ii) 30 calendar days after your contract schedule is signed, unless otherwise agreed in your contract schedule. The initial invoice is payable within 7 days of receipt.

  If payment is made via invoice, invoices will be sent by email from [email protected] to a contact named by the client as part of the set up process. If payment is made by direct debit, payments will be deducted monthly on the agreed payment due date.

  Invoices are issued within 2 working days of request for a credit purchase and are payable within 7 calendar days.

  You shall not be entitled by reason of any set-off, counterclaim, abatement, or other deduction to withhold payment of any amount due to Amiqus.

• Making payment

  Upon receipt of an invoice, payment should be made using one of two methods:

  • Direct debit (provided by GoCardless)
  • Pay as you go card (provided by Stripe)

  Alternatively, BACs payments may be accepted on arrangement. Amiqus will not accept payment by cheque.

  Discounts

  Amiqus will from time to time produce offers and discounts which it may offer to clients and will reference any such offers in Amiqus’ standard pricing schedule.

• Refunds

  Subscription fees and unused credits are non-refundable in the event of cancellation by the client.

  If any check returns a technical fail (a fail caused by Amiqus error, rather than data subject, service user or client error) you will be given a credit free of charge. If any check fails due to your; service user or data subject error, no refund or new credit will be given.

Changes

Should the client require a change in the nature, scope or timing of the service or in any other aspect of this agreement, such change shall be requested in writing through the online ticket support feature or directly to the client’s Amiqus account manager (if so appointed). Amiqus shall advise the client of the effects of the change,including any increase in the service charges, and shall update and re-issue the contract schedule to reflect such changes. No change requested by the client shall be implemented unless agreed in writing between the client and Amiqus.

We reserve the right to change these terms of this agreement from time to time. Clients will be notified of any changes and these amended terms will be posted on our website and will be effective from the client’s next invoice date. By placing a new order for credits, your continued use of the service will be deemed to constitute your acceptance of all of the new terms. These terms may not otherwise be changed without our written consent.

Client obligations and use of service

It is your responsibility to ensure that:

• The terms of your order are complete and accurate;
• You provide us with such information and materials we may reasonably require in order to supply the services, and ensure that such information is complete and accurate in all material respects;
• You and the service users keep all security details (usernames and passwords) related to the services secure and confidential;
• You, your employees, agents, consultants and subcontractors must adhere to Amiqus’s data security arrangement, Data processing agreement and the Service user terms.

Disclaimer and limitation of liability

Nothing in this agreement seeks to exclude Amiqus’s liability for death, personal injury, fraud or fraudulent misrepresentation.

We will not be liable to you, whether in contract, delict/tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the agreement for:

• Loss of profits
• Loss of sales or business;
• Loss of agreements or contracts;
• Loss of or damage to goodwill; or
• Any indirect or consequential loss.

Our total liability to you arising under or in connection with this agreement, whether in contract, delict/tort (including negligence), breach of statutory duty, or otherwise, will be limited to the lesser of (i) £250,000; or (ii) the total amount paid (in cleared funds) to Amiqus by the client over the 12 month period preceding the event giving rise to the liability.

Except as expressly stated in this agreement, we do not give any representations, warranties or undertakings in relation to the service or website. Any representation, condition or warranty which might be implied or incorporated into this agreement by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement.

Amiqus will not be liable for any damage or loss arising out of or in connection with the client or service users’ disclosure of security information (usernames and passwords).

Amiqus is not responsible or liable in any way for the client’s use of any check results or advising which checks are sufficient, including (but not limited to) the impact or outcome of any decision that the client makes based on the result of any check.

Amiqus is not responsible for the client’s data storage arrangements or storage of any data once downloaded/removed from the Amiqus platform by the client or any service user. The client is responsible for storing such data in line with all relevant legislation and applicable rules and regulations.

Intellectual property rights

All Intellectual property rights in or arising out of or in connection with the services or the website are owned by Amiqus.

Nothing in this agreement transfers to you any rights of ownership of any intellectual property rights in the service or the website, or constitutes a licence to use such intellectual property rights other than to the extent expressly set out in this agreement. Without our prior written permission, you may not copy, modify, alter, publish, broadcast, distribute, sell or transfer any material on this website or the underlying software code whether in whole or in part.

A data subject’s individual check results, activity logs or other compliance outcomes may be downloaded, printed or copied for your own record-keeping purposes.

Confidentiality

The recipient of any sensitive or proprietary information (“confidential information”) under this agreement or the through provision or use of the service will not disclose that confidential information to any third party, except:

• Employees;
• Affiliates;
• Professional advisors; and/or
• Third party service providers,

who need to know it and who have agreed in writing (or are otherwise bound) to keep such information confidential, and only to the extent required for fulfilment of this agreement.

The recipient will ensure that those people and entities:

• Use such confidential information only to exercise rights and fulfil obligations under this agreement; and
• Keep such confidential information confidential.

Data protection

It is your responsibility to adhere to Amiqus’ Data processing agreement or an agreement otherwise set out between the client and Amiqus.

Assignation of rights

Amiqus may, after having given prior written notice to the client, assign its rights under this agreement to any person to which it transfers its business, provided that the assignee undertakes in writing to the client to be bound by Amiqus’ obligations under this agreement.