Terms and Conditions

Trial Agreement

Last updated 5 April 2023

Contact Us

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

AGREED TERMS

These Trial Terms and Conditions (the “Trial Terms”) apply to each fully executed Trial Order Form. The Trial Order Form, together with these Trial Terms and its Schedules, collectively establish the “Trial Agreement” between Onfido and the legal entity or individual listed in the applicable Trial Order Form (“Client”). The order of precedence in the event of inconsistency or conflict between any terms is (i) Trial Order Form (iii) Trial Agreement Schedules and (iv)Trial Terms.

A. Confidentiality

  1. “Confidential Information” means information disclosed by one party to the other party in connection with this Trial Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.
  2. Each party will keep the other’s Confidential Information secure and confidential and will not: (a) use the Confidential Information except for the purposes of this Trial Agreement; or (b) disclose such Confidential Information except to its affiliates, representatives and third-party service providers who need to know it and have agreed to keep it confidential and restrict its use to the same extent that the receiving party has (“Permitted Receivers”). The receiving party is liable for its breach of this Trial Agreement and any act or omission by a Permitted Receiver which would constitute a breach of this Trial Agreement if it were a party to it.
  3. The receiving party may disclose Confidential Information (i)when required by law or (ii) where reasonably required in connection with a defence of a legal claim (including any pre-action protocols (for example in response to a letter before claim) and/or settlement discussions). Before the recipient discloses any Confidential Information pursuant to clause A.2 it shall, to the extent permitted by applicable law, give reasonable notice to the disclosing party. The receiving party must promptly notify the disclosing party if it becomes aware of a breach of this clause.
  4. Irrespective of any termination of this Trial Agreement, each party’s obligations with respect to any Confidential Information it receives under this Trial Agreement will expire 5 years from the date of the receipt of the Confidential Information (except with respect to any trade secrets where such obligations will be perpetual).

B. Intellectual property

Except as set out in this Trial Agreement, no transfer or licences of intellectual property rights belonging to either party are implied or granted under this Trial Agreement.

C. Limitation of Liability

  1. This clause C sets out the entire financial liability of either party(including any liability for the acts or omissions of either party’s employees, agents and sub-contractors) in respect of: (a) any breach of this Trial Agreement; and (b) any use made by the Client of the Services or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) or breach of statutory duty arising under or in connection with this Trial Agreement.
  2. Subject to clause C.1, neither party will be liable under or in connection with this Trial Agreement for any: (a) loss of profit;(b) loss of anticipated savings; (c) loss of business opportunity;(d) loss of or corruption of data; (e) loss of reputation or goodwill; or (f) special, indirect or consequential losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this Trial Agreement). Onfido will not be liable for loss suffered by the Client to the extent Onfido cannot independently substantiate a claim due to the fact that the Client has instructed Onfido to delete the underlying Personal Data.
  3. Each party's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Trial Agreement will be limited to 10,000 USD.
  4. Subject to clause C.1, the Client assumes sole responsibility for workflows and conclusions drawn from use of the Services.

D. Termination

  1. This Trial Agreement will automatically terminate on the Termination Date specified in the Trial Order Form, unless terminated earlier by either party upon 7 days’ prior written notice to the other party.
  2. Following termination of this Trial Agreement, the receiving party will on request either: (a) return all copies of the Confidential Information to the disclosing party; or (b) destroy such copies and confirm in writing to the disclosing party that this has been done.

E. Other Important Information

  1. If the Client is contracting with:
    1. Onfido Limited, a person who is not a party to the Trial Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Trial Terms but this does not affect any right or remedy of a third party which exists or is available apart from that Act;
    2. Onfido Private Services Limited, a person who is not a party to the Trial Agreement has no right to enforce any term of this Trial Agreement;
    3. Onfido PTE Ltd, a person who is not a party to this Trial Agreement has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any term of this Trial Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act; or
    4. Onfido, Inc., there are no third-party beneficiaries to this Trial Agreement.
  2. Onfido is not a consumer reporting agency and none of the information provided through the Services constitutes a “consumer report” as such term is defined in the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. § 1681 et seq. The Services are expressly limited to providing supplemental information in support of Client’s anti-fraud and identity verification business processes only. By accessing the Services except, the Client agrees that it shall not use any Services (i) to determine a consumer’s eligibility for credit or insurance, (ii) in connection with underwriting individual insurance, (iii) in connection with evaluating a consumer for employment, promotion, reassignment or retention as an employee, contractor or similar position, (iv) in connection with any other permissible purpose as defined in the FCRA, or (v) in any other manner that would cause the use of the Services to be construed as a consumer report by any entity having jurisdiction over Onfido or the Client. The Client further agrees not to take any adverse action, based in whole or in part, on the data from the Services, against any consumer. “Adverse action” and “consumer” have the definitions given to them in the FCRA. Client agrees to promptly notify Onfido of any complaints Client receives from Users claiming deficiencies related to procedures required under the FCRA. Client acknowledges and agrees the Services are based on information that was not collected, in whole or in part, for the purpose of serving as a factor in establishing a consumer's eligibility for credit or insurance to be used primarily for personal, family or household purposes, employment, or any other similar purpose. Accordingly, Client shall not use such Services as part of its decision-making process for determining a consumer's eligibility for credit, insurance or any other similar purpose. For the avoidance of doubt, this clause is not intended to prohibit the Client from using the Services for the purpose of verifying a User’s identity.
  3. If the Client is contracting with:
    1. Onfido Limited, this Trial Agreement and all disputes and claims arising out of or in connection with it are governed by English law. With the sole exception of any application for injunctive relief, the parties irrevocably submit to the exclusive jurisdiction of the English courts;
    2. Onfido, Inc., all disputes arising out of this Trial Agreement will be subject to the exclusive jurisdiction and venue of the state courts located in New York County, New York and the federal courts located in the Southern District of New York, and each party hereby consents to the personal jurisdiction thereof;
    3. Onfido Private Services Limited, this Trial Agreement and all disputes and claims arising out of or in connection with it are governed by Indian law. With the sole exception of any application for injunctive relief, the parties irrevocably agree that the courts of New Delhi have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Trial Agreement;
    4. Onfido SAS, this Trial Agreement and all disputes and claims arising out of or in connection with it are governed by French law. With the sole exception of any application for injunctive relief, the parties irrevocably submit to the exclusive jurisdiction of the courts in Paris, France;
    5. Onfido PTE Ltd, this Trial Agreement and all disputes and claims arising out of or in connection with it are governed by Singapore law. With the sole exception of any application for injunctive relief, the parties irrevocably submit to the exclusive jurisdiction of the Singapore courts.
    6. Onfido GmbH, this Trial Agreement and all disputes and claims arising out of or in connection with it are governed by German law without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. With the sole exception of any application for injunctive relief, the parties irrevocably agree that the courts of Berlin, Germany have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Trial Agreement (including their subject matter or formation)

Schedule 1

Data Processing Addendum

Data Processing

  1. PERSONAL DATA. The Client will provide or make available to Onfido or assist Onfido with the collection of information relating to Users (such information provided under this Trial Agreement is “Personal Data”).

    1.1 The Client consents to Onfido’s collection, storage, use, disclosure, and destruction of Personal Data (collectively, “Processing”) to the extent, and in such a manner, as is necessary to provide the Trial Services and to (a) detect and prevent fraud, (b) develop and improve Onfido’s services including machine-learning technologies; (c) pseudonymise, aggregate and, where feasible, anonymise the Personal Data to compile statistics, benchmarking and analytics regarding the Services; (d) as necessary to comply with applicable law or regulation; and/or (e) exercise legal rights or defend legal claims.

    1.2 The Client represents and warrants that it taken all required steps to ensure that Onfido may lawfully obtain the Personal Data for the purpose of providing the Services and the performance of this Agreement in accordance with any applicable rules, laws, regulations, directives and governmental requirements currently in effect and as they become effective relating to privacy or data protection (“Privacy Laws”) (including by having obtained all necessary consents and provided all necessary notices, where required) and that the Personal Data provided is accurate, complete and provided in a form that Onfido can Process to maximise the quality of Onfido’s services.

    1.3 For US Users only: This clause 1.3 only applies to the extent the Client makes the Services available to Users who are residents of any state of the United States at the time of using the Services (“US Users”). Where the Client does so, it will take any necessary steps to ensure that Onfido may lawfully obtain US Users’ Personal Data (including biometric identifiers and/or biometric information) for the purpose of providing the Services in accordance with applicable biometric information laws, including the Illinois Biometric Information Privacy Act (BIPA), in particular the requirements pertaining to providing notice and obtaining consent (where required) as outlined in Onfido’s Facial Scan Policy (https://www.entrust.com/legal-compliance/data-privacy/facial-scan-policy-and-release), Onfido’s Developer Guides (https://documentation.onfido.com/guide/onfido-privacy-notices-and-consent/) and Onfido’s Terms of Service (at https://www.entrust.com/legal-compliance/terms-conditions/idv/terms-of-service). The Client will link to these in its interface with US Users, and ensure that US Users accept these, prior to asking US Users to proceed to complete any check powered by Onfido.

Client will defend and indemnify Onfido, on an unlimited basis, against any claims brought by third parties due to the Client’s failure to comply with this clause 1.3.

  1. ONFIDO RESPONSIBILITIES. Onfido will:

    2.1 Process Personal Data only in accordance with this Trial Agreement and the Customer’s written instructions, including via email and the Onfido Dashboard;

    2.2 inform the Client if, in its opinion, an instruction from the Client infringes any applicable Privacy Laws;

    2.3 not disclose or otherwise make available any Personal Data to any third party service provider acting on Onfido’s behalf without first (i) imposing contractual obligations on the third party recipient that are substantially similar to those imposed on Onfido under this Trial Agreement; and (ii) including the third party service provider on Onfido’s list of third party service providers before sharing any Personal Data with that third party service provider. Onfido shall make the list of third party service providers available to the Client, and if the Client objects to any third party service provider, the Client may terminate this Trial Agreement in accordance with Clause F. Onfido agrees to remain liable to the Client for such third party service provider’s Processing of Personal Data;

    2.4 cooperate and assist the Client in responding to any User’s request to exercise their rights of access, rectification, erasure, restriction of Processing, data portability, objection to Processing, or any other rights available to the User under Privacy Laws;

    2.5 enable the Client to amend, correct, or delete Personal Data(unless storage of any Personal Data is required for the purposes specified in Clause 1.1) within the Services;

    2.6 where requested by the Client and required under Privacy Laws, provide such assistance as the Client reasonably requires(taking into account the nature of the Processing and the information available to Onfido) for the Client to (i) conduct data protection impact assessments; and (ii) consult with data protection supervisory authorities

    2.7 take measures designed to ensure the reliability of all personnel who Process Personal Data by (i) performing background checks upon such personnel (where permissible under applicable law); (ii) assigning specific and necessity-based access privileges to such personnel; (iii) ensuring that such personnel have undergone training in data protection and privacy; and (iv) ensuring that such personnel are bound by obligations of confidentiality; and

    2.8 ensure that all Personal Data residing in the United Kingdom or European Economic Area is not transferred out of the United Kingdom or European Economic Area to data recipients in third countries which do not ensure an adequate level of data protection as determined by the European Commission or the Information Commissioner’s Office, unless the parties have entered into European Commission and/or Information Commissioner approved Standard Contractual Clauses or other data protection safeguards in compliance with Privacy Laws.

  2. SECURITY SAFEGUARDS

    3.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons and in accordance with a comprehensive information security policy (“Information Security Policy”), Onfido will establish, maintain and comply with administrative, physical, technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data and to prevent the unauthorised disclosure of, or access to, Personal Data.

    3.2 Onfido’s Information Security Policy will: (i) implement back-up and disaster recovery systems; (ii) continuously assess risks to the security of Personal Data by (1) assessing the likelihood and potential damage of such risks, taking into account the sensitivity and risk of the Personal Data, (2) identifying internal and external threats that could result in a Security Breach, and(3) conducting penetration testing; and (iv) take appropriate steps to protect against such risks.

    3.3 Onfido shall promptly resolve all data protection and security issues discovered by the Client and reported to Onfido that reveal a breach or potential breach by Onfido of any of its obligations under this Trial Agreement or Privacy Law.

  3. SECURITY BREACH. In the event Onfido confirms any breach of security involving its facilities, networks or systems and any unauthorised disclosure of, or access to, Personal Data (each, a "Security Breach"), Onfido will (i) promptly notify the Client of the Security Breach; and (ii) provide all reasonable help for the Client to investigate and remedy the Security Breach.
  4. DESTRUCTION OF PERSONAL DATA.
    1. Subject to paragraph 5(b), on the earlier of, (i) writteninstructions from Client, which shall include changes toClient’s configuration within the Services, (ii) Onfido’s maximum data retention period (for all checks except Phone Verification); or thirty (30) days following Onfido completing the relevant check (for the Phone Verification check); or (iii) a reasonable period of time after the termination or expiration of this Agreement, Onfido will cease processing and delete Personal Data (and Licensed Data for the Phone Verification check) processed for the provision of the Trial Services (unless storage of any Personal Data (and Licensed Data for the Phone Verification check) is required for purposes specified in Clause 1.1).
    2. All other Personal Data processed by Onfido (including Personal Data processed for backup and logging purposes)or on behalf of Onfido (including Personal Data processed by third parties) is deleted in accordance with Onfido’s Records of Processing