Terms & conditions

Introduction

This website www.validify.co.uk and all the pages, content and sub-domains contained in it) (the“Website”) is owned and operated by Validify Limited (“Validify”,“we”,“us”, or“our” as the context dictates), a company registered in England (No.09346111) whose address is 3 Manor Courtyard, Hughenden Avenue, High Wycombe, Buckinghamshire, HP13 5RE.

Validify provides an online service that gives consumer brands access to information on emerging retail technology solutions that have been selected and vetted by Validify, and that gives selected technology vendors access to Validify's consumer brand community (the “Service”). The Service is only accessible to our subscribers, and not to visitors of the Website.

The terms and conditions set out below (“Terms“) govern your use of the Website, and if you are a subscriber, your use of the Service, and comprise the following:

• General Terms
• Subscriber Specific Terms
• Privacy and Cookie Policy
• Validify Code of Conduct

General terms

Key Definitions

In these Terms the following definitions shall apply:

Nature of the Service and the Role of Validify

The primary purpose of the Service is to help Consumer brands find the right Vendors for their technology needs. It is the responsibility of the Consumer brand to identify and select an appropriate Vendor, to agree the charges and other terms of use with the Vendor and to assess the suitability, if applicable, of any available technology solutions.

Prior to the initial registration of a Vendor on the Website, Validify takes steps (to be determined at Validify's discretion from time to time) to verify the credentials of the Vendor and its technology solutions. Validify also seeks verification from each Vendor that the description of their technology solutions on the Website is accurate. Validify shall not be responsible for conducting any other checks on Vendors or their technology solutions.

Validify does not recommend any Vendor or solution, and the fact that a Vendor or solution is listed on the Website does not mean that they are approved or endorsed by Validify in any way.

Validify reserves the right (at its sole discretion) to refuse to list a technology vendor as a Vendor on the Website. It also reserves the right (at its sole discretion) to refuse to list a particular technology solution on the Website.

In providing the Service, Validify is not acting as a contractor or agent for any other person .

Information

Although we make reasonable attempts to ensure that it is correct, Validify cannot guarantee the accuracy of the information on the Website or that is available via the Service, and we are not liable for any problems or losses arising from errors in such information.

Information on the Website or that is available via the Service is provided for general guidance only. Validify does not accept any responsibility for any loss which may arise from the reliance on any such information.

Use of the Website and Content

You agree to use the Website and the Service only for lawful purposes and in a way that does not infringe the rights of or restrict or inhibit anyone else's use of the Website or the Service.

You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ( Content ) posted on, transmitted through, or linked from the Website are the sole responsibility of the person from whom such content originated, and Validify does not control, and is not responsible for Content provided by any other person (including, without limitation, any advertiser on the Website).

You are entirely responsible for all Content that you upload, post, email or otherwise make available via the Service.

You agree not to upload, post, email, or otherwise make available any Content:

• that is false or misleading;
• that infringes any intellectual property rights of, or a duty of confidentiality to any other person;
• that advertises products or services the sale or supply of which is prohibited or restricted by applicable law;
• that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• or that is libellous, abusive, threatening, vulgar, obscene, or otherwise objectionable.

You acknowledge that Validify does not pre-screen or approve Content, but that Validify shall have the right (but not the obligation) at its sole discretion to refuse, delete, edit or move any Content that is available on the Website for violating the letter or spirit of the terms or for any other reason.

Feedback

All Consumer brands will, in time, be able to complete feedback evaluations on Vendors and their technology solutions. Consumer brands must ensure that any feedback posted by them conforms to the rules regarding Content in the section entitled “Use of the Website and Content” above. Validify is not responsible for the content of feedback posted by Consumer brands, or any harm done by such content.

Validify shall take reasonable measures to verify that the feedback is genuine, and may at its sole discretion remove feedback whose authenticity is in doubt. Validify does not accept any responsibility for damage caused by false or bogus feedback, or its failure or refusal to remove it.

Where a Vendor or other User believes feedback may be fraudulent, defamatory or abusive, they should immediately inform Validify by contacting Vadify through the Contact Us page or by sending an email to info@validify.co.uk.

Third Party Links

The Website and Content may contain links to other websites which are independent of Validify. Validify makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any other site, and if you follow a link to another website you do so at your own risk.

Intellectual Property

Validify owns all the intellectual property rights relating to the Website, the Service, and any software used in connection with the Service (Software), including the designs, text, database, graphics and layouts, and you agree not use or copy any part of them except as set out in these Terms.

Validify grants you a personal, non-transferable and non-exclusive right and license to use the Service provided that you do not (and do not allow any third party to):

• download, reproduce, copy, resell or exploit for any commercial purposes, any aspect of the Service, or use automated means to download data from the Service (including without limitation, spiders, robots, crawlers or data mining tools, but excepting standard internet search engines);
• modify, create a derivative work of, decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Website;
• or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service.

You agree not to access the Service by any means other than through the interface that is provided by Validify for use in accessing the Service.

The intellectual property rights in Content uploaded by Users to the Website are retained by the copyright owner, and Content is added to the Website by Users at their own risk. In doing so you are giving irrevocable permission for us to store, display and use the Content as we see fit. Please see our Privacy Policy for further details of how your personal data is collected and used, and your rights regarding your data.

You may not use the Validify name, trade mark or logo without our prior express consent.

Dealings between Users

Your interactions with organisations and/or individuals found on, or through, the Website, including responsibility for delivery of and payment for products or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organisations and/or individuals. You agree that Validify shall not be responsible, or liable, for any loss or damage of any sort arising from any such dealings.

In the event that you have a dispute with one or more other Users, you hereby release Validify , its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service (save to the extent caused by Validify’s own negligence or wilful default).

You acknowledge and agree that Validify is under no obligation to become involved in any dispute between Users.

Disclaimer of Liability

Validify does not recommend, endorse or approve any of the Vendors listed on the Website.

It is the sole responsibility of the Consumer brand to select an appropriate Vendor, to agree the terms of engagement with the Vendor and to assess the suitability of any products or services offered or recommended to them. Validify shall not be liable for any loss or damage resulting from the purchase of (or failure to purchase) any products or services as a result of or in connection with the provision of any service by a Vendor to a Consumer brand.

You agree that the Website and the Service are provided on an as is or as available basis, and accordingly use of the Website and the Service is entirely at your own risk. Any and all warranties relating to the Website and the Service, including, without limitation, any implied warranties as to fitness for a particular purpose and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law.

Validify takes reasonable care to ensure that the Website and its electronic communications are virus-free. However, Validify disclaims any warranty that the Website is free of viruses or other harmful components.

Indemnity

You agree to indemnify and hold harmless Validify, its officers, employees, agents and service Vendors from any claim or demand, including reasonable legal fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the Terms, or your violation of any rights of any person or organisation.

Limitations on Service

You acknowledge that Validify may establish limits concerning use of the Service, including but not limited to the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service.

You agree that Validify has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You also acknowledge that Validify reserves the right at any time to modify, suspend or discontinue the Service (or any part of it) with or without notice.

Validify shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any part of it, including for loss of profit or consequential loss or damage.

Terms Policy

Validify has established a Terms Policy which governs how Users’ information is collected and used, and this policy is located in the Legal section of the website. Your use of the Website and/or the Service signifies your acknowledgement of, and agreement to, our Terms Policy.

Changes to Terms

Validify reserves the right to change or update these Terms from time to time. As a User of the Website, you are responsible for informing yourself of any updates of these Terms by visiting this section. Any significant changes in the Terms will be notified by an announcement on the Website and/or an email to active Users.

Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with English law. Disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts.

If any provision of these Terms is held to be illegal or unenforceable such provision shall be severed and the remainder of these Terms shall remain in full force and effect, unless the business purpose of the contract between us is substantially frustrated as a result.

Subscriber Specific Terms

Acceptance of Terms

In submitting an online registration form (Registration Form) to participate in the Service you agree to comply with and be bound by (i) our general terms and conditions (General Terms), and (ii) the terms and conditions set out below (Subscriber Terms), which together with the Registration Form constitute a binding contract between you and Validify. Definitions used in the General Terms also apply in these Subscriber Terms.

If you are a vendor, by accepting registration to participate in the Service following completion of the selection and vetting process conducted by Validify, you agree to comply with and be bound by (i) the General Terms, and (ii) the Subscriber Terms, which together with the Registration Form, constitute a binding contract between you and Validify.

Definitions used in the General Terms also apply in these Subscriber Terms.

Completion of Profile

At the time of registration for the Service you will be asked to complete your online profile, which you must do as fully and accurately as possible.

You must not encourage people to contact you through any channel, other than Validify, on your Validify profile.

As part of the registration process you will be given or create a username and password to allow you to access the Service. You alone are responsible for maintaining the confidentiality of the password, and are fully responsible for all activities that occur under your username and password. You are also accountable for all activities regarding your username, with or without your knowledge or permission. You agree to immediately notify Validify of any unauthorised use of your username or password or any other breach of security. If you knowingly provide your log-on information to another person, your access to the Service may be suspended temporarily or terminated. You agree that Validify assumes no liability for activities accessed through your username and password, nor can or will Validify be liable for any loss or damage arising from your failure to comply with this clause.

Accuracy of Information

By completing a Registration Form and using the Service you unconditionally confirm that the details provided by you in your Registration Form and in your online firm profile are true, fair and accurate in all material respects and complies with all applicable regulatory or statutory requirements. You are responsible for keeping your profile up to date at all times and you must promptly notify Validify of any material changes in relation to your details or status which may affect your eligibility to use the Service.

Term

Monthly - currently £300 per month: Your initial subscription period shall commence on the date upon which you provide to us valid, up-to-date and complete debit or credit card details and Validify has activated your profile on the Website (“Commencement Date”) and shall continue until the end of the following calendar month, and thereafter, your subscription shall automatically renew for successive periods of one calendar month unless and until terminated by you or Validify.

Annual £1,500 per annum- : For a discounted subscription fee, you may opt for an annual subscription to the Service. In this case, your initial subscription period shall be one calendar year from the date upon which you provide to us valid, up-to-date and complete debit or credit card details or approved purchase order information acceptable to us (and any other relevant valid, up-to-date and complete contact and billing details) and Validify has activated your profile on the Website (“Commencement Date”), and thereafter, your subscription shall automatically renew for successive periods of one calendar year unless and until terminated by you or Validify. You will get one months notice of renewal and have the option to terminate your subscription

Subscription Fees and Payment

Subscription Fees

If your subscription is monthly:

• prior to the Commencement Date, in respect of the period beginning on the Commencement Date until the end of the following calendar month;
• and on the 1st of every month, in respect of each new subscription period thereafter;

And if your subscription is annual:

• prior to the Commencement Date, in respect of the initial twelve months;
• on each anniversary of the Commencement Date, in respect of each new subscription period thereafter.

If you opt for an annual subscription to the Service and you provide us with approved purchase order information, Validify shall invoice you:

• prior to the Commencement Date, in respect of the initial twelve months;
• and prior to each anniversary of the Commencement Date in respect of each new subscription period thereafter.

All invoices shall be payable without deduction or set-off within (seven) 7 days of receipt.

Acceptance of Terms

Validify provides an online service that gives consumer brands access to information on emerging retail technology solutions that have been selected and vetted by Validify, [and access to those solutions on a trial basis], and that gives technology vendors access to Validify's consumer brand community. In using this service or any other service provided by Validify (whether you are a consumer brand, vendor or otherwise), you agree to comply with and be bound by the terms and conditions set out below ( Terms ) which constitute a binding contract between you and Validify. If you do not wish to be bound by the Terms you should not use the service.

If Validify does not receive payment by the due date in each case, and without prejudice to any other rights and remedies Validify may have:

• Validify may, without liability to you, disable your password, account and access to all or any part of the Service, and Valdify shall be under no obligation to provide you with access to the Service whilst any fees remain unpaid;
• interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% per annum above Bank of England`s base lending rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

Suspension of the Service

Your obligation to pay Subscription Fees shall not be affected by any disruption, discontinuance, downtime or suspension of the Service for any reason.

Cancellation

• you fail to comply with the spirit of Validify’s Code of Conduct;
• we receive a complaint about you from a consumer brand or other user or you become involved in a dispute with a consumer brand or other user, in circumstances where Validify considers, in its absolute discretion, that your continued participation in the Service or presence on the Website may cause harm to the business or reputation of (i) the Service, (ii) Validify or (iii) Validify’s officers or employees;
• you otherwise commit a material breach of the General Terms or these Subscriber Terms (including, without limitation, failure to make any payment of Subscription Fees when due);
• (i) you become unable to pay your debts within the meaning of the Insolvency Act 1986, or (ii) a receiver, liquidator, administrator or trustee in bankruptcy is appointed in respect of all or any part of your undertaking or assets, or (iii) you enter into a creditors’ voluntary arrangement or an individual voluntary arrangement, or (iv) any order is made or resolution is passed in connection with the liquidation, administration, bankruptcy or winding up of you or your business.
• you are obliged to notify Validify immediately in writing upon becoming aware that an Event of Default has occurred;
• if Validify cancels your subscription as a result of an Event of Default, any Subscription Fees already paid by you in respect of periods following the cancellation date shall be forfeited and shall belong to Validify.

Publicity and Marketing

You agree that Validify may issue a press release or other suitable form of publicity (including on the Website) advertising that you are a subscriber to the Service, and you further agree that Validify may (and grant Validify a licence to) use your name, logo and/or trade marks (without your consent or notice to you) in any such publicity and marketing materials.

Compliance with Law

You acknowledge and agree that in completing a Registration Form, participating in the Service and providing services to Consumer brands you are required to inform yourself of and comply with all applicable laws, regulations and guidelines (whether mandatory or not) (including, without limitation, all applicable laws regarding the transmission of technical data exported from the country in which you reside) and Validify shall have no responsibility for reviewing or verifying your compliance.

Governing Law & Jurisdiction

These Subscriber Terms shall be governed by and interpreted in accordance with English law. Disputes arising in connection with these Subscriber Terms shall be subject to the exclusive jurisdiction of the English courts.

If any provision of these Subscriber Terms is held to be illegal or unenforceable such provision shall be severed and the remainder of these Subscriber Terms shall remain in full force and effect, unless the business purpose of the contract between us is substantially frustrated as a result.