Tracesmart ID - AML User Agreement TRACESMART IDU-AML v1.0 END USER AGREEMENT

This Agreement is made on the date the End User clicks online to signify acceptance of the Creditsafe Business Solutions Ltd Terms and Conditions and the terms of this Agreement.

Between:

1 Tracesmart Ltd ('Tracesmart') Global Reach Dunleavy Drive Cardiff CF11 0SN Registration number: 3827062

2 Customer ("End User") The customer granted access to the Tracesmart Services and Data upon accepting the Creditsafe Business Solutions Ltd Terms and Conditions and this Agreement and registered at the Company Address supplied to the Reseller when requesting access to be granted to the Service.

The Company permits the End User to have data comprised within the Tracesmart Reseller Agreement to be made available to it on the terms set out in this Agreement, which the End User acknowledges they have read and understood.

INTRODUCTION:

I Tracesmart Limited registered under company number 3827062 and Creditsafe Business Solutions Ltd registered under company number and whose registered office is at Bryn House, Caerphilly Business Park, Van Rd, Caerphilly CF83 3GG (“Reseller”) have entered into an agreement which grants the Reseller access to a web based identity verification system (“Tracesmart Reseller Agreement”).

II The End User wishes to have data comprised within the Tracesmart Reseller Agreement made available to it pursuant to an agreement entered into between the End User and the Reseller.

III Tracesmart and the End User have agreed to this subject to the provisions of this End User Agreement.

IT IS AGREED as follows:

Definitions

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Acceptance Date” the date on which the Tracesmart End User Agreement is agreed to by the End User and Tracesmart;

“Access” means access to Tracesmart’s System

“Confidential Information” means the Tracesmart Data, the System and the provisions of this Agreement;

“Crediva” means Crediva Limited, a credit reference agency registered under the Consumer Credit Act whose registered office is situated at Global Reach Dunleavy Drive Cardiff CF11 0SF and registered in England with registration number 6567484

“Data Providers” a third party provider of data to Tracesmart;

“Full Electoral Roll” the meaning given to “full register” under Regulation 93(1) of the Representation of the People (England & Wales) Regulations 2001 as subsequently amended and provided by Crediva;

“Intellectual Property Rights” all vested contingent and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which Tracesmart may be entitled;

“Subject” the private individual searched by the End User;

“System” the web based identity verification application and associated documentation of Tracesmart and Third Party Data Providers and all releases and versions thereof;

“Tracesmart Data” means the results obtained by the Reseller under the Tracesmart Reseller Agreement and resold to the End User.

1. Provision and Use of Tracesmart Data

1.1. The Reseller has been granted Access to the System in accordance with the terms of the Tracesmart Reseller Agreement in relation to the datasets set out in Schedule 1.

1.2. Unless otherwise agreed by Tracesmart in writing, the End User shall not Access the System or use any Tracesmart Data for any purpose other than as expressly permitted by the agreement between the End User and the Reseller nor adapt, alter or modify the Tracesmart Data, and without limiting the obligation the End User shall:

1.2.1. adhere strictly to the restrictions on the use of the System and Tracesmart Data as set out in the Fair Usage Policy in Schedule 2. Tracesmart reserves its right to suspend access to any End User who it suspects is attempting to abuse the Fair Usage Policy;

1.2.2. only use the Tracesmart Data in connection with a Subject the End User has a direct and existing contractual relationship with; and

1.2.3. the End User shall not licence or resell any Tracesmart Data.

1.3. The End User is prohibited from using the System and has no right to Access the System for any form of marketing purpose or activity.

1.4. The End User shall not access or permit anyone to access the IDU-AML System from a country which is not within the UK, nor export or permit the export of any of the IDU-AML Data to a country which is not within the UK, without prior written consent from the Company.

1.5. Subject to clause 2.4, the End User shall not access or permit anyone to access any Tracesmart System from a country which is not within the EEA, nor export or permit the export of any of the Tracesmart Data to a country which is not within the EEA, without prior written consent from the Company.

2. Liability

2.1. The End User’s contract for Access to the System and use of the Tracesmart Data is between the End User and the Reseller. Subject to clause 3.2 of this Agreement Tracesmart shall not have any liability to the End User arising out of or in respect of Access to the System or use of the Tracesmart Data. Without prejudice to the foregoing, Tracesmart shall not have any liability to the End User for any indirect or consequential loss.

2.2. Nothing in this Agreement shall limit or exclude Tracesmart’s liability to the End User for death or personal injury caused by Tracesmart’s negligence.

3. Security and Control

3.1. The End User shall during the continuance of this Agreement:

3.1.1. comply with all legislation, regulations, and other rules having equivalent force which are applicable to the End User, including but not limited to the Data Protection Act 1998;

3.1.2. effect and maintain adequate security measures to safeguard the Tracesmart Data, Access information or Access codes from access or use by any unauthorised person;

3.1.3. maintain a full and accurate record of the End User’s Access to the System and use of the Tracesmart Data and shall produce such record to Tracesmart on request from time to time.

3.2. The End User shall only be entitled to access the Full Electoral Roll for the specific purposes detailed in the Representation of the People Act 2001 and any regulations made there under (including without limitation, the Representation of the People (England and Wales) Regulations 2001) as amended from time to time.

3.3. The End User warrants that a request by it to access the Full Electoral Roll is made in accordance with the Representation of the People Act 2001 and any regulations made there under (including without limitation, the Representation of the People (England and Wales) Regulations 2001) as amended from time to time.

3.4. The End User shall inform Tracesmart immediately should the End User’s entitlement to access the Full Electoral Roll change at any time, and Tracesmart shall instruct Crediva to cease to provide the Full Electoral Roll immediately on receipt of such notice.

3.5. The End User must inform the Subject that a Full Electoral Roll search is to take place but their permission is not required for anti-money laundering purposes.

3.6. Crediva will place a search “footprint” on the electronic file of the Subject and their personal details may be accessed by third parties for the specific purpose of anti-money laundering, credit assessment, identity verification, debt collection, asset reunification, tracing and fraud prevention.

3.7. Tracesmart or its representative is entitled to audit the End User’s compliance with its obligations under this Agreement on reasonable notice.

3.8. During the course of any audit carried out by Tracesmart under clause 4.7 the End User shall make available one or more of its managers or senior officials with the appropriate level of expertise and authority to answer any reasonable enquiries of Tracesmart.

3.9. The End User shall provide Tracesmart with any information it reasonably requests in relation to the Tracesmart Data and/or to evidence the End User's compliance with this Agreement.

3.10. Tracesmart shall take all reasonable steps to minimise disruption to the End User’s business during such an audit.

4. Intellectual Property Rights

4.1. The End User acknowledges that the Tracesmart Data and the System and the Intellectual Property Rights of whatever nature in the Tracesmart Data and the System are and shall remain the property of Tracesmart or relevant Data Providers and furthermore the Intellectual Property Rights cannot be used or copied without prior written consent from Tracesmart and relevant Data Providers.

4.2. The End User undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Tracesmart Data or System without the prior written consent of Tracesmart and/or its Data Providers.

4.3. The End User shall notify Tracesmart immediately if the End User becomes aware of any unauthorised use of the whole or any part of the Tracesmart Data or System by any person.

4.4. The End User shall notify Tracesmart within 7 business days in writing of any potential infringement claim or misuse of the Tracesmart Data or System.

4.5. The End User shall not make any admission as to liability, agree or compromise to any claim of any infringement without the prior written consent of Tracesmart.

4.6. The End User will give Tracesmart and its Data Providers all reasonable assistance in relation to either defending an infringement claim or the prosecution of their rights.

5. Confidential Information

5.1. The End User undertakes, except as provided below, to keep the Confidential Information and all information which may reasonably be supposed to be confidential strictly with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any information which was rightfully in the possession of the End User prior to the Acceptance Date or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).

5.2. The End User shall not without the prior written consent of

5.2.1. to their own employees and then only to those employees who need to know the same;

5.2.2. to the End User’s auditors, an officer of Inland Revenue, an officer of HM Customs and Excise, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right duty or obligation to know the business of the End User and then only in pursuance of such right duty or obligation.

5.3. The End User undertakes to ensure that persons and bodies referred to in clause 6.2 are made aware before the disclosure of any part of the confidential Information that the same is confidential and that they owe a duty of confidence to Tracesmart.

5.4. If the End User becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information the End User shall promptly notify Tracesmart and shall give Tracesmart all reasonable assistance in connection with any proceedings which Tracesmart may institute against such person for breach of confidence.

5.5. The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement.

6. Termination

6.1. Tracesmart may terminate this Agreement:

6.1.1. at any time by giving at least 30 days prior written notice to the End User;

6.1.2. forthwith on giving notice in writing to the End User if the End User commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing from Tracesmart to do so, to remedy the breach (such request to contain a warning of Tracesmart’s intention to terminate).

6.2. This Agreement will automatically terminate once the Tracesmart Reseller Agreement or the agreement between the End User and the Reseller terminates or expires for any reason.

6.3. The Agreement may be terminated if:

6.3.1. any of the Parties appoint a receiver over any of its property or assets;

6.3.2. any of the Parties make a voluntary arrangement with their creditors or become subject to an administration order;

6.3.3. any of the Parties enter into liquidation (except for the purposes of restructuring or amalgamation);

6.3.4. any of the Parties cease to carry on business.

6.3.5. either Party is subject to a change of control (as defined in section 1124 of the Corporation Tax Act 2010).

6.4. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of the Parties nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

7. Amendments

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner by the End User except by an instrument in writing signed by a duly authorised officer or representative of Tracesmart.

8. Announcements

The End User shall not issue or make any public announcement or disclose any information regarding this Agreement unless prior written consent has been obtained from Tracesmart.

9. Assignment

This Agreement is personal to the Parties and neither this Agreement nor any rights, licences or obligations under it, may be assigned by the End User without the prior written approval of Tracesmart. Tracesmart shall be entitled to assign this Agreement to any member of the Tracesmart group of companies upon written notice to the End User.

10. Entire Agreement

This Agreement supersedes all prior agreements, arrangements and undertakings between the Parties and constitutes the entire Agreement between the Parties relating to the subject matter of this Agreement.

11. Notices

11.1. Any notice or other information required or authorised by this Agreement to be given by either party to the other may be given by hand or sent (by first class pre-paid post or facsimile transmission) to the other party at the address referred to at the start of this Agreement.

11.2. Any notice or other information given by post under clause 12.1 which is not returned to the sender as undelivered shall be deemed to have been given on the seventh day after the envelope containing the same was so posted; and proof that the envelope containing any such notice or information was properly addressed, and sent by first class, pre-paid post and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.

11.3. Any notice or other information sent by facsimile transmission, email or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy thereof is sent by first class pre-paid post to the other party at the address referred to in clause 12.1 within 24 hours after transmission.

11.4. Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered by hand or by recorded delivery to the company secretary of the party to be served at its registered office, or to such other address as may be notified by the party concerned in writing from time to time.

12. Waiver

No delay, neglect or forbearance by any Party in enforcing this Agreement shall prejudice its rights. No waiver of any right or breach under this Agreement shall be effective unless in writing and signed by the Party making the waiver. Any such waiver shall not be constructed as a waiver of any other right or breach of this Agreement.

13. Severance

If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

14. Third Parties

A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third Party which exists or is available apart from such Act.

15. Governing Law & Jurisdiction

The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English & Welsh courts.

SCHEDULE 1 – DATASETS

Current & Historical ER

CCJ Data

Mobile Verification

Land Registry Price Paid Data

GRO Death Indexes

Telephone Code Verification

Tracesmart Register

Halo

Card AVS Verification

Directory Enquiries

Sanction Data

UK Driving Licence Verification (excl. NI)

DOB Verification

PEP Data

Utility Bill Verification (electricity)

Insolvency Registers

GRO Birth Indexes

UK & International Passport Verification

SCHEDULE 2 – FAIR USAGE POLICY

Full Electoral Roll:

Permitted Purpose:

The End User is granted access to this dataset for the purpose of:

a) vetting applications for credit or applications that can result in the giving of credit or the giving of any guarantee, indemnity or assurance in relation to the giving of credit, including cash loans and any other form of financial accommodation; and

b) meeting any obligations contained in the Money Laundering Regulations 2007 or any rules made pursuant to section 146 of the Financial Services and Markets Act 2000.

Audit Rights:

At any time during the term of this Agreement on the provision of 5 business days notice from Tracesmart, the End User shall grant Tracesmart reasonable accompanied access during normal business hours to its premises, computer systems, accounts, documents and records to ensure that the Full Electoral Roll Data has been used by the End User for the Permitted Purpose outlined above.

Permitted Site(s):

The End User will only be permitted to access the Service from the Company Address supplied to the Reseller when accepting the Creditsafe Business Solutions Ltd Terms and Conditions and this Agreement when requesting access to be granted to the Service.

Audit Rights:

At any time during the term of this Agreement on the provision of 5 business days notice from Tracesmart, the End User shall grant Tracesmart reasonable accompanied access during normal business hours to its premises, computer systems, accounts, documents and records to ensure that the Service has been solely used by the End User at the Permitted Site(s) as outlined above.