Please read all of this Agreement.

From the 1st September 2020 all products and services of Blockpass covered by this Terms of Service will be provided by Blockpass UK Ltd (“Blockpass”, “us” or “we”). This document, the Terms of Service, (the “ToS'' or “Terms”) is a legally binding agreement between you and/or the Business you represent (“you” or “User”) and Blockpass, and applies to your use of Blockpass’ products and services, either as an individual or as a representative of a business, including but not limited to, the Blockpass App and Blockpass Web ID (the “Services”). By using the Services you agree to be bound by these Terms of Service. For business accounts, you agree further that these Terms of Service shall also be binding upon the Business you represent. Blockpass may introduce new products and services to complement our core identity application from time to time and these may have separate terms and conditions of use which will be made available to you through our Website. In the event of conflict between this ToS and any additional terms and conditions of use, the terms of these ToS shall prevail.

Blockpass UK Ltd, hereafter referred to as “Blockpass”, is a limited liability company incorporated in England and Wales (company registration number 11251249), whose registered address is 27 Old Gloucester Street, London, England, WC1N 3AX. Blockpass UK Ltd is part of the Blockpass Group.

Blockpass grants you a non-exclusive, revocable, non-transferable license to use the Services as provided and, for the use of the Services on a mobile device or computer that you own, control or use. Additionally, we grant you this license on the basis of these Terms and subject to any rules or policies applied by Apple/Google Play when downloading the Blockpass App (the “App”). The Services are not for sale and Blockpass shall remain the owner of the Services at all times. We reserve the right to revoke this license and your access to the Services by notice to you.

Before using the Services, Users should read these ToS carefully.

By using the Services, you confirm you have read and understood these ToS and Blockpass’ Privacy Policy and agree to be bound by the terms of these ToS.

You must be 18 or over to accept these terms and use the Services. 

Business Accounts

For Business accounts, users may register accounts on behalf of the Business for which they are acting.  If you are acting on behalf of a Business, you must be an authorized representative of the Business you are representing. By entering and submitting details through the KYB form or anywhere else on our Website, you warrant, represent and undertake that you are authorised to act for the Business, able to give instructions on behalf of the Business and enter into binding agreements on behalf of the Business.

You also represent that all information and documents provided are accurate and up-to-date for the Business in question. Your and your Business’ data will be verified and shared with Blockpass.

Upon submission of the KYB form, we will contact the Authorised Representative to conduct KYC on the Authorised Representative. We reserve the right to request additional information/documents to authenticate that the authority of the Authorised Representative acting for the Business is legitimate or valid.

Upon completion of the KYC of the Authorised Representative we will proceed with the KYC verification of the Controllers of the Business. We may require from you that the documents submitted are certified for the purpose of such verification process. Blockpass then will proceed with other verification checks on the Business itself. As an Authorised Representative of the Business, you acknowledge that Blockpass may use your data for this purpose, which may include the submission of the data of the Business to third parties for verification purposes.

Upon completion of the verification of the Business, the Authorised Representative will receive an email confirming the status of the verification of the Business. You may be requested from time-to-time to update your Business profile and re-submit updated documents/information.

1. Your Data and Privacy

1.1 Blockpass provides identity verification services and in order for us to provide the Services to you or your business we need to collect your data for verification. By using our Services you agree to us collecting and storing your data for ongoing Anti-Money Laundering (“AML”) monitoring purposes. You further agree that the results of verification will be shared with third parties when you apply for their services via Blockpass. Some third parties services you apply to may request ongoing AML monitoring therefore Blockpass will share the results of ongoing AML checks with the third party as instructed by you and to fulfil our obligations towards you. We do not accept any liability arising out of these results, be them reputational or financial.

1.2 You will find more information on how we collect and store your data through your use of the Services in our privacy policy here. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.3 Blockpass may use third party providers for verification services at its own discretion and your data may be shared with them which may include data being sent outside of the European Union. Blockpass will endeavour to ensure data protection measures are in place in respect of such sharing and such sharing is in accordance with local regulations. To that end, to the extent permitted by applicable law, you acknowledge that such sharing of data with such third party verification providers by Blockpass is necessary for your full enjoyment of the Services.. By accepting these ToS you acknowledge and agree that our ability to fulfil our contractual obligations is dependent on us sharing your data with these third party verification providers for such purposes.

1.4 If you are required as part of using our Service to disclose information about other individuals (such as business controllers or shareholders), please ensure that you provide them with a copy of our Privacy Policy promptly following the disclosure to us of their data.

1.5 For more information on how we handle your data please read our Privacy Policy.

2. Support and Contact

If you want to learn more about the Services or have any problems using them please contact us (including complaints). If you think the Services are faulty or wish to contact us for any other reason please email our customer service team at [email protected].

3. Disclaimers

3.1 To the maximum extent permitted by applicable law, the Services are provided “as is” and on an “as available” basis, with no representations, warranties, promises or guarantee whatsoever or agreement of any kind as to their functionality, quality or fitness for purpose. We hereby disclaim all warranties and conditions with respect to the Services, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, of accuracy, of quiet enjoyment, non-infringement of third party rights, and freedom from computer virus or other harmful code. We do not warrant that any information provided by Blockpass is accurate, complete, or useful. We do not warrant that access to the Services will be uninterrupted or that there will be no delays or failures, or that our Services will be operational, error-free, secure or safe at all times.

3.2 To the maximum extent permitted by applicable law, Blockpass disclaims all representations and warranties, whether express, implied or statutory, with regard to the foregoing, including, without limitation:

3.2.1 any warranty with respect to the content, information, availability of, or uninterrupted access to any Service (including the maintenance and operation of the App and ensuring the operation of the Services in a manner consistent with the written text of this document) or products provided through or in connection with the Services;

3.2.2 any warranties of title or implied warranties of merchantability or fitness for a particular purpose; and

3.2.3 any warranties as to the legitimacy or characterisation of the Services and any services associated with it under any applicable law (including any applicable tax law) or regulation in any and all relevant jurisdictions.

3.3 To the maximum extent permitted by applicable law, in no event will Blockpass be responsible or liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, breach of trust, breach of fiduciary duty or otherwise, for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including damages for loss of business, revenues, profits, investment opportunities, data use, goodwill, increased overheads or administrative expenses or other intangible losses) regardless of whether Blockpass has been advised of the possibility of such damages, liabilities, losses, costs or expenses, provided that these conditions shall not prevent claims that are not excluded by applicable law, arising out of or in connection with:

3.3.1 The use of the Services or any services associated with it, including but not limited to, results of AML ongoing monitoring services provided to third parties under your instructions;

3.3.2 any provision of or failure to provide the services associated with the Services;

3.3.3 any reliance on, or decision made on the basis of, information or material provided by Blockpass (including without limitation, as part of these terms);

3.3.4 any acts, omissions, statements or representations of any third party, including but not limited to Blockpass UK Ltd, any other third party provider of Blockpass verification services, any distributor, or any other Blockpass party;

3.3.5 any matter affecting the utility, legitimacy, legality or characterisation of the Services or any associated services caused by circumstances beyond Blockpass’ reasonable control;

3.3.6 unauthorised access, use or alteration of the Services;

3.3.7 the failure of the software code of any of the smart contracts to operate in a manner that is consistent with the written text of this document;

3.3.8 any suspension of, any delay or failure to provide notice of any suspension of, or any alleged delay in suspending or any alleged failure to suspend, the operation of the Services (in whole or in part) for security reasons; or

3.3.9 the failure to receive in any way the transmission of any data or content from you.

3.4 Blockpass shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which the performance of the obligation has been delayed or failed to be performed.

4. Websites You Link To

4.1 The Services may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

4.2 You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

5. Intellectual Property Rights

5.1 Intellectual Property Rights in the Services throughout the world belong to Blockpass and the rights in the Services are licensed, not sold, to you or the Business you represent. You or the Business you represent have no Intellectual Property Rights in, or to, the Services other than the right to use it in accordance with these Terms.

5.2 You acknowledge that you or the Business you represent have no right to have access to the Services in source-code form.

5.3 You must not:

5.3.1 copy or reproduce all or any part of the Services;

5.3.2 alter, modify or adapt all or any part of the Services;

5.3.3 translate, merge, adapt, vary, alter or modify, the whole or any part of the Services, Documentation or Services nor permit the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Services and the Services on devices as permitted in these terms;

5.3.4 give remove or tamper with any copyright notice attached to or contained within the Services (all ownership remains with Blockpass); or

5.3.5 carry out reverse engineering of the Services.

6. Limitation of Liability

6.1 You acknowledge that the Services have not been developed to meet your individual requirements or that of the Business you represent, and that it is therefore your responsibility to ensure that the facilities and functions of the Services as described in these Terms and other documents meet your or your Business’ requirements.

6.2 We shall not be liable for any indirect or consequential losses relating to, arising out of, or in any way in connection with our ToS, us, or our Services. We shall not be liable for any loss of profits, loss of business, business interruption, or loss of business opportunity (in each case whether direct or indirect losses).

6.3 We shall not be liable for any indirect or consequential losses relating to, arising out of, or in any way connected to the results of ongoing AML monitoring carried out upon the request of the Merchant and with the User’s consent. The foregoing disclaimer will also apply to any potential defamation cases to the maximum extent permitted by applicable law.

6.4 Subject to clause 6.5, in any event in the Disclaimers section and this section, the total liability of Blockpass to the User shall not exceed £1,000.

6.5 The foregoing disclaimer, and the Disclaimers section, of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law. Nothing in these ToS shall limit or exclude our liability for:

6.5.1 death or personal injury resulting from our negligence;

6.5.2 fraud or fraudulent misrepresentation; and

6.5.3 any other liability that cannot be excluded or limited by the laws of England and Wales.

7. We are not responsible for events outside our control

7.1 If the provision of the Services or support for the Services is delayed by an event outside our control then we will take reasonable steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by events outside our control.

8. Acceptable Use Restrictions

8.1 You must not:

8.1.1 copy, reproduce, alter, vary, modify, adapt, translate, merge or reverse engineer the Services;

8.1.2 use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these ToS, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Services;

8.1.3 use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

8.1.4 infringe our intellectual property rights or those of any third party in relation to your use of the Services;

8.1.5 remove or tamper with any copyright notice attached to or contained in the Services

8.1.6 transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services.

9. Variation

9.1 Blockpass may change/update the terms of these ToS at any time. Please make sure to check the Blockpass website regularly for the latest version.

9.2 If Blockpass makes a change to these ToS that you disagree with, you can terminate these ToS before that change takes effect without charge by notifying us in writing that you wish to terminate and cease the use of the Services. If you continue to use the Services after the changes come into effect, then Blockpass will assume that you have accepted the changes accordingly.

10. Updates to the Services

10.1 From time to time, we may automatically update the Services to improve performance, enhance functionality, reflect changes to the operating system or address security concerns. Alternatively, we may also ask you to update the Blockpass App for the reasons above.10.2 If you choose not to install such updates or if you opt out of automatic updates, you may not be able to continue using the Services or may only have access to a limited number of functionalities

11. Archiving of User Data

11.1 Blockpass has limits on how much data it can hold in a User’s web account.  Accordingly, Blockpass may, at its discretion, with immediate effect and without giving notice, archive part or all of the User’s WebID based data from the user’s web based account (including personal data and documents stored in the User’s web based account).  Please note archiving will only occur in respect of the data in a user’s web based account.  If the user has a mobile app account, the User will still be able to access his/her data from their mobile app account, even after it has been archived from the User’s web based account, as the data in their mobile app account will be stored locally on their mobile device.  If a User wishes to access such data following the web account archiving process. they should ensure they have a mobile app account instead of (or in addition to) their web based account.  This will enable the User to access the archived data subject always to the availability of the mobile app which the fullest extent permitted by law the Company can give no guarantees in this regard. 

11.2 For the purpose of this section, archiving means the removal of identity documents and personal data relating to a User.

11.3  After completion of an archive process, you can still access your web based account but any personally identifiable information contained in it such as name, age, contact information and identity documents would have been erased.  Please note your audit log of activity relating to your use of your account (including a record where and when you have shared your identity profile) will still be available post archiving.

11.4 Blockpass disclaims all liability for any losses caused by the loss of data as a result of the archiving of the User’s data pursuant to this section.

12. Termination

12.1 Blockpass may terminate the relationship with a User immediately if:

12.1.1 a User has seriously or persistently breached any of the terms of these ToS, including where Blockpass reasonably suspects that a User has committed fraud or may be acting fraudulently in connection with the Services;

12.1.2 a User was not entitled to access the Services, or his/ her eligibility to download and/or use the Services changed;

12.1.3 a User is using the Services for an illegal purpose, 

12.1.4 in the case of Business accounts, the User is not an authorized representative of the Business represented, or

12.1.5  In relation to the App, if the App is withdrawn by the manufacturer of your mobile device operating system or Apple, Google, Microsoft, BlackBerry or any App Provider or other intermediary.

12.2 Blockpass will notify you if it decides to suspend or delete you. This can include notification by SMS, a message when you log onto the Services, by post, by email, by secure e-message, or in any other applicable way.

12.3 You can terminate these ToS at any time by deleting the App from your mobile device(s), deleting your account with us via WebID and stopping the use of Services.

12.4 Upon termination for any reason, you must remove the App from your mobile device and all rights you have in respect of the Services will immediately end.

13. Governing law, Jurisdiction and dispute resolution

13.1 These ToS are governed by the laws of England and Wales and shall be construed in accordance with these laws.

13.2 Subject to clause 13.3, courts in England shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these ToS.

13.3 Blockpass is committed to providing quality Services therefore it aims to deal with disputes in a transparent, confidential and efficient manner. If any dispute arises in connection with the Services, Blockpass shall have ninety (90) days from the date of the complaint by the User to address the dispute and propose a resolution.

13.4 If after the 90-day period, the dispute remains unresolved, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model (CEDR) Mediation Procedure and the mediation will start, unless otherwise agreed by the parties, within 28 days of one party issuing a request to mediate to the other. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. The mediation will take place in England and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with the substantive law of England and Wales. 

13.5 If the dispute is not settled by mediation within 14 days of commencement of the mediation or within such further period as the parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be England and Wales. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

14. No Rights for Third Parties

14.1 These ToS are personal to the Parties (including the Business represented, in relation to business accounts). The provisions of the Contracts (Rights of Third Parties) Act 1999 do not apply to this Agreement. No person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified in this Agreement) shall have any right under the Contracts (Rights of Third Parties) Act to enforce this Agreement or to enjoy the benefit of any term of this Agreement.

15. Miscellaneous Terms

15.1 Subject to local legislation, we may transfer our rights and obligations under these ToS to another Group company or organisation, but this will not affect your rights or our obligations under these ToS.

15.2 Each of the terms of these ToS operate separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.