Screening Module Add-On

These Pay-As-You-Go Module Specific Terms and Conditions ("Specific Terms") apply to all Customers who have accepted them via the Customer portal or to any Customer using the Module.

These Specific Terms are subject to the General Terms and Conditions and the Data Processing Agreement which are incorporated by reference, and shall be effective on the date that these Specific Terms are accepted by the Customer or on the date that the Customer uses the Module, whichever is the earlier. These Specific Terms shall prevail in the event of any conflict with the General Terms and Conditions.

1. USE OF THE MODULE
 

1.1 Licence Grant

The Licensor grants Customer, for the Term, a non-exclusive licence in the territory set out in the Term Sheet to use the Module in accordance with this Agreement.

1.2   Permitted Use

Customer may only use the Module for integration into the Customer's compliance and risk management solutions and for providing compliance, fraud prevention, and identity verification services to its own customers (consumers or business customers). The Customer shall not share, resell, or sublicense access to the Service Content via API access; however, sublicensing that occurs as part of the Customer's integrated software solution is permitted, notwithstanding clause 2.2(c) of the General Terms and Conditions.

1.3  Restrictions on Use of Service Content

Customer shall not use the Module and Service Content for unauthorised purposes such as marketing, employment screening, or automated decision-making.

Where the Module has been used to certify the identity or generate other details of an End User by the Customer, such certification and any information generated by the Module (the "Certification Report") may only be used by the Customer for its internal business purposes and must not be provided to any other person or entity or resold and/or sublicensed whether separately or with other products and/or services, unless otherwise set out in writing by the Licensor on terms and conditions to be separately negotiated and agreed. This restriction is in addition to the prohibitions set out in clause 2.2 of the General Terms and Conditions.

1.4 Branding Restrictions

Customer shall not, without prior written consent from Licensor, remove or alter any watermarked or imbedded branding on the Module.

2. CUSTOMER OBLIGATIONS

2.1 Business Conduct Requirements

Customer agrees t (a) conduct business in a manner that reflects favourably at all times on the good name, goodwill and reputation of the Licensor, StartKYC and their Affiliates; (b) avoid deceptive, misleading and/or unethical practices including but not limited to avoiding disparagement of the Module and/or of the Licensor, StartKYC and/or their Affiliates; (c) refrain from making any statements, written or oral with respect to the Licensor, StartKYC, upcoming releases, the specifications, features, capabilities or other characteristics of the Module that are inconsistent with the Documentation published by the Licensor, StartKYC and/or their Affiliates and accompanying the Module; and (d) ensure that its Clients comply with this Agreement.

2.2 Data Sharing Restrictions

In addition to the confidentiality obligations set out in clause 3 of the General Terms and Conditions, neither Party shall transfer, sell, sub-licence, distribute or make available to any third party any data or results generated by the Module except to regulatory bodies for the limited purpose to demonstrate the Parties' compliance with applicable laws.

2.3 Version Updates and End of Life

The Licensor and/or StartKYC reserve the right to update, modify, or discontinue access to certain services as required. From time to time, older versions of the Module will be retired and designated "end of life" by the Licensor and/or StartKYC in their sole and absolute discretion. Licensor shall give no less than thirty (30) days written notice of the "end of life" date of a Module version. Customer must upgrade to at least the second last version of the Module within the notice period. Versions that are designated "end of life" will not be supported by StartKYC and/or the Licensor following the designated "end of life" date and the Customer acknowledges and agrees that it is the Customer's responsibility to ensure that a newer version of the Module is downloaded within the notice period. StartKYC and/or the Licensor shall have no liability towards the Customer for the Customer's failure to download such newer version of the Module.

2.4 Security Measures

The Customer must take necessary security measures to protect access credentials and prevent unauthorised use.

3. OWNERSHIP

3.1 Proprietary Rights Protection

Neither Party shall remove, alter, cover or obfuscate any copyright notices or other proprietary rights' notices placed or embedded by Licensor, StartKYC and/or their Affiliates on or in any part of the Module.

3.2 Trademark and Trade Name Restrictions

Unless otherwise expressly permitted in this Agreement, Customer shall have no right to use the company name or trade names of Licensor, StartKYC or their Affiliates, or any variation thereof whether in English or another language that may be confused with said company name or tradenames: (a) in Customer's company or trade names, or brands; or (b) in the name of any domain registration.

3.3   Assignment of Rights

Customer agrees that if under any laws of the Territory, Customer has heretofore acquired or may hereinafter acquire any rights in or to any trademark, logo or trade name of the Licensor or StartKYC, then, without prejudice to any other right of Licensor or StartKYC hereunder, Customer shall on the earlier of: (a) receipt of a written request of Licensor; (b) expiration of the term of this Agreement; or (c) the termination of this Agreement, assign (including a present assignment of future copyright) any and all such rights to Licensor or StartKYC as Licensor may direct. Insofar as such rights may not be assignable, Customer shall, to the fullest extent permitted by applicable law, henceforth hold them for the benefit of and in trust for Licensor as Licensor's sole and absolute property.

4. FEES AND PAYMENT

4.1 Time of Essence

Time is of the essence with respect to payment of Fees.

4.2 Token System and Payment Terms

Unless otherwise specified in the Term Sheet, Customer must ensure that it has significant Tokens in its portal in order to pay for use of the Module according to the relevant Transactions. In the event that, for whatever reason, the Customer utilises the Module without having sufficient Tokens in its KYCP Portal, the Customer shall pay all Fees (plus any applicable taxes or other charges including bank fees) within ten (10) days of the date of Licensor's invoice, without set-off by wire transfer to a bank account designated by Licensor.

4.3 Payment Terms by Volume

Monthly post-payment applies for volumes up to 250,000 API calls annually. Quarterly prepayment applies for volumes exceeding 250,000 API calls annually, with payment due within ten (10) days of invoice issuance.

4.4 Pricing Calculation Methodology

The Unit Price model considers the average monthly volumes achieved and projected over a 12-month period, dynamically adjusting based on usage trends. Invoicing is based on monthly averages over the elapsed contract period. The rolling 12-month average determines pricing tiers; for the first month from the start of service usage, the fees are determined solely by the volume of the first month whereas, for the following months, the calculation is made using a rolling average over the elapsed months up to 12 months in the past.

4.5 Payable Transactions

Payable API calls include searches, monitor creations, modifications, and renewals.

4.6  Taxes and Additional Charges

Fees exclude taxes, which the Customer is responsible for paying. Customer will pay all import duties, transaction fees (such as, but not limited to wire transfer fees), levies or imposts, and all goods and services sales, use, value-added (VAT) or property taxes of any nature (except taxes assessed upon Licensor's income) assessed upon or with respect to the Module or any services provided to Customer by Licensor. Customer will be responsible for paying any withholding tax that might be payable and Customer shall gross up the Fees due so that Licensor receives the full amount of the Fee due.

4.7 Dispute Resolution for Invoices

If Customer disputes the whole or any portion of an amount charged or invoiced by Licensor, Customer shall on or before the due date under clause 4.2: (i) pay the portion of the amount of the charge or the amount that is stated in the invoice which is not in dispute; and (ii) notify Licensor in writing of the disputed sum in accordance with the Dispute Resolution Clause set out in the General Terms and Conditions. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was invoiced, then Customer shall pay the amount finally resolved together with interest on that amount.

4.8 Consequences of Non-Payment

If Licensor is not paid the relevant fees for a particular order or Module, then the Customer shall not receive any maintenance and support services for that Module and will have no entitlement to any benefits of maintenance and support services including, without limitation, bug fixes, patches, upgrades, enhancements, new releases or technical support.

4.9 Late Payment Interest and Collection Costs

If Customer fails to pay Fees to Licensor when due any amount owing hereunder Customer agrees to pay, in addition to any amount due any accrued simple interest at a rate of 8% per annum above the Central Bank of Malta's base rate and all costs, on an indemnity basis, of collection, including without limitation all attorneys' fees and expenses of any legal proceeding required to collect amounts due.

4.10 Fee Increases

The Licensor reserves the right to increase Fees annually in accordance with inflation indices or service enhancements.

5. TERM, TERMINATION AND NON-SOLICITATION

5.1 Commencement and Renewal 

This Agreement shall commence on the Effective Date and will be automatically renewed in accordance with the General Terms and Conditions unless otherwise terminated earlier in accordance with the terms of these Specific Terms and the General Terms.

5.2 Licensor's Termination Rights

Licensor may terminate this Agreement at any time prior to the expiration of the Term in the event that:

(a) Customer defaults in any payment due to Licensor and such default continues un-remedied for a period of ten (10) days following Customer's receipt of notice of default from Licensor;

(b) Customer fails to perform any other obligation, warranty, duty or responsibility or is in default with respect to any term or condition undertaken by Customer under this Agreement (other than as described in 5.2 (a) above) and such failure or default, where remedial, continues un-remedied for a period of thirty (30) days from Customer's receipt of notice of such failure or default from Licensor;

(d) An audit of the Customer discloses that Customer has underpaid fees in excess of five percent (5%) pursuant to clause 7.3.

5.3 Automatic Termination

This Agreement will terminate automatically, with no further act or action of either Party, if a receiver, administrator or liquidator is appointed for a Party or its property, such Party makes an assignment for the benefit of its creditors, any proceedings are commenced by, for or against such Party under any applicable bankruptcy, insolvency or debtor's relief law, or such Party is liquidated or dissolved.

5.4 Early Termination Penalty

Early termination by the Customer shall result in a penalty equivalent to 50% of the value of the last twelve invoices issued to the Customer by the Licensor in respect of the Module.

5.5 Non-Solicitation

During the term of this Agreement, neither Party shall employ or contract any person who is employed or contracted by the other Party, except that nothing shall stop a Party employing any person who responded to a public recruitment advertisement made in good faith that was not separately solicited. A Party shall promptly advise the other Party if a person who is employed or contracted by the other Party seeks to be employed or contracted by the first mentioned Party during the Term.

6. EFFECT OF TERMINATION

6.1 Licence Termination and Assignment Option

Any licence for the Module granted by Licensor to Customer prior to termination or expiry of this Agreement shall terminate on the date of termination or expiry. However, if this Agreement is terminated by Licensor under clause 5.3 of the General Terms or due to a breach of obligation or condition by the Licensor, then the Customer acknowledges that the Customer has the option to request that Licensor assigns or novates all or part of its agreement with the Customer to StartKYC or another partner and where such request is made and accepted by StartKYC and Licensor, the Customer must do all things necessary to give effect to said request of assignment or novation (including executing a novation agreement).

6.2 Survival of Fee Obligations

All Fees due or payable to Licensor hereunder, shall survive the expiration or termination of this Agreement. For the avoidance of doubt, if at the time of expiration or termination of this Agreement (as the context requires), Customer has not fully paid any fees applicable, whether invoiced or not, such fees will continue to be a debt owed by Customer to Licensor post expiration or termination (as the context requires) until such debt has been fully paid.

6.3 Post-Termination Obligations

Upon termination, all access rights to the Service Content will be revoked. The Customer must delete or return all received data. All outstanding invoices must be settled immediately.

7. RECORDS, AUDITS AND REPORTING

7.1 Information Requests

Licensor, or its appointed representatives, may, from time to time, request information from Customer in connection with, and relation to, its compliance (or non-compliance) with the terms of this Agreement. Customer must respond within seven (7) Business Days of any such foregoing information request. Licensor's rights under this clause 7.1 are independent of its auditing rights under clause 7.2.

7.2 Audit Rights

At its expense and with reasonable written notice to Customer, Licensor and/or a third party appointed by Licensor may audit the books, records, and if necessary, the systems of Customer that relates to the Module for the sole purpose of ensuring compliance with the terms of this Agreement. Licensor shall have the right to conduct follow-up audits as necessary. All audits shall be conducted during regular business hours at Customer's offices and shall not interfere unreasonably with Customer's activities. Licensor shall treat all such records and books as Confidential Information. All audits shall be conducted not more frequently than once in any 12-month period unless such audit reveals a violation of this Agreement in which case Licensor may conduct additional audits in its discretion. Licensor may also conduct audits as necessary to comply with its own audit obligations to StartKYC under the upstream channel supplier agreement.

7.3 Consequences of Underpayment

If any audit reveals that Customer has underpaid licence fees, Customer shall be invoiced for all such underpaid fees based on Licensor's list price in effect at the time the audit is completed. If the underpaid fees are in excess of five percent (5%) of the fees previously paid by Customer for the year, or other applicable period in question, then Customer shall also pay Licensor's reasonable costs of conducting the audit and enforcement of this Agreement and Licensor may, at its option, terminate this Agreement.

7.4 Defect Reporting

Customer will report promptly to Licensor all claimed or suspected defects in the Modules as they come to Customer's attention.

8. DATA PROTECTION AND EXPORT CONTROL

8.1 Data Processing Agreement

The Parties will comply with the Data Processing Agreement referenced in the General Terms and Conditions.

8.2 Data Processing Roles

The Parties acknowledge that the Customer acts as a Data Controller and the Licensor acts as a Data Processor when processing personal data provided under this Agreement.

8.3 Use of Non-Personally Identifiable Data

The Customer acknowledges that the Licensor and StartKYC may use non-personally identifiable data from the End Users for their own internal purposes.

8.4 Regulatory Compliance

Customer will comply with all applicable international, national, state, regional and local laws and regulations in performing its obligations hereunder and in any of its dealings with respect to the Module.

9. LIMITATION OF LIABILITY

9.1 Liability Exclusions

To the extent permitted by applicable law, in no event will Licensor or StartKYC have any liability to Customer in respect of the results of any use of the Pay-As-You-Go Modules or services or any third-party fraud which may be carried out using the Module.

9.2 Exclusions for Third-Party Data Inaccuracies

Neither Party shall be liable for data inaccuracies sourced from third-party providers.

9.3   Exclusions for Unauthorised Client Use

Neither Party shall be liable for unauthorised use of the Service Content by Clients.

9.4 Liability Cap

Any indemnification or liability of Licensor to Customer in terms of this Agreement is subject to and limited by: (a) the Licensor first receiving corresponding indemnification or compensation from StartKYC under the upstream channel supplier agreements; and (b) the amount of such indemnification or compensation actually received by the Licensor from StartKYC. Licensor's total liability shall not exceed the amount it can recover from StartKYC or the liability cap set out in the General Terms and Conditions, whichever is the lowest.

10. WARRANTIES

10.1 Licensor Warranties

The Licensor warrants that it has the necessary rights to provide the Service Content. The Licensor will make reasonable efforts to maintain accurate and updated datasets.

10.2  Customer Warranties

The Customer must use the Service Content only for legitimate compliance and regulatory purposes.

11. GOVERNING LAW

This Agreement is governed by the laws of Malta in accordance with clause 31 of the General Terms and Conditions, and disputes shall be resolved in accordance with clause 32 of the General Terms and Conditions.

12. DEFINITIONS

12.1 Key Defined Terms

Agreement means these Specific Terms and the General Terms.

Client means the third-party customers of the Customer, accessing the Service Content.

Documentation means any one or more of the following: (1) technical documentation or other materials (including README files, as appropriate) related to the Pay-As-You-Go Modules; and/or (2) StartKYC's written materials that sets out the installation and configuration requirements with respect to the latest version of the Modules available at the Effective Date and for the avoidance of doubt, all other information contained in the linked pages that does not relate to the installation and configuration requirements for the relevant version of the Module or fall outside the parameters set out in the these Specific Terms does not form part of the Documentation.

End User means an employee of Customer or individual appointed by the Customer to whom Customer has given access to the Pay-As-You-Go Module for the purpose of verification of identity.

Fees means any and all fees payable by Customer to Licensor under this Agreement.

General Terms means the General Terms and Conditions applicable to Pay-As-You-Go Modules and any schedules and amendments thereto.

Module means the software-as-a-service product providing StartKYC's data feeds, APIs, and other tools for compliance, fraud prevention, and identity verification purposes, including any amendments, enhancements, modifications, revisions, updates, or new releases of it, made available by Licensor. For the avoidance of doubt, the Module excludes: all third-party components, applications and services.

Service Content refers to datasets provided under this Agreement.

Term means Initial Term together with all Renewal Terms as set out under the Term Sheet.

Territory means the territory set forth in the Term Sheet.

Transaction is defined as each API call made to the StartKYC service, including searches, monitor creations, modifications, and renewals.