Terms and Conditions for use of Yoti Scan

This Agreement uses phrases which have specific meanings. They are set out in the Annex.

• In consideration for agreeing to this Agreement you are granted the right to use Yoti Scan free of charge. 

1.1. You must:

• only use Yoti Scan for proper and lawful business purposes, in compliance with all applicable laws and in accordance with this Agreement;
• not use Yoti Scan to commit any unlawful, fraudulent, dishonest or threatening behaviour;
• not sub-license, assign, hold on trust or novate this Agreement to or on behalf of any person; 
• not provide a service which is the same as or similar to Yoti services, or use any Yoti services to build a competitive product or service or copy its features, technology or user interface; and
• not act or omit to act in any way that results in damage to Yoti’s business or reputation.

2.1. This Agreement will continue in force from the date on which you first use Yoti Scan until it is terminated.

2.2. Yoti reserves the right to suspend your use of Yoti Scan for any other reason if Yoti believes, in its absolute discretion, that there is reasonable cause to do so.

2.3. You may terminate this Agreement immediately at any time by ceasing to use Yoti Scan. 

2.4. We may remove your right to use Yoti Scan at any time on 14 days’ notice.

2.5. Either party may terminate this Agreement with immediate effect on notice to the other party if the other party commits a material breach of this Agreement.

2.6. Yoti may terminate this Agreement with immediate effect if you:

• breach or exceed the conditions of use of Yoti Scan,
• suffer or incur any form of insolvency or enter into an arrangement with your creditors.

2.7. Yoti may terminate this Agreement with immediate effect if Yoti believes, in its absolute discretion, that your continued use of Yoti Scan is causing harm to Individuals or our reputation or goodwill. 

3.1. If this Agreement is terminated by either party for any reason:

• all rights under this Agreement shall cease; and
• you must stop using Yoti Scan.

3.2. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities that have accrued.

3.3. Any provision of this Agreement that is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect notwithstanding termination.

4.1. “Intellectual property rights” means patents, copyright, trademarks, domain names, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications, which subsist or will subsist now or in the future in any part of the world. 

4.2. You acknowledge that all intellectual property rights in or to Yoti Scan shall be owned by Yoti, and you do not have any rights in Yoti Scan other than the limited licence granted to you under this Agreement. 

4.3. You must not do and must procure that no person on your behalf does anything which could infringe the intellectual property rights of Yoti.

4.4. You must not do and must procure that no person on your behalf does anything which could infringe the intellectual property rights of any third party arising from or in connection with your use of Yoti Scan.  

Yoti will use its reasonable skill and care in verifying the age of Individuals, but will have no liability to you, and hereby disclaims to the fullest extent possible under applicable laws all implied representations, warranties, conditions and terms in respect of the accuracy of age checks. All use of Yoti Scan is at your own risk.

Yoti warrants to you that your use and access of Yoti Scan shall not infringe the intellectual property rights of any third party, provided your use of Yoti Scan is strictly in accordance with this Agreement. If the use of any intellectual property rights comprised in Yoti Scan are determined by a English court to infringe the intellectual property rights (as defined above) of any third party, Yoti’s sole liability to you will be to do any of the following at Yoti’s discretion: (a) securing a licence or other right to continue use of the relevant third party intellectual property right as part of Yoti Scan; (b) replacing the relevant part of the Yoti System; and (c) suspending or terminating provision of the relevant part (or, if necessary, the whole) of Yoti Scan.

7.1. Except as expressly stated in this Agreement, Yoti provides Yoti Scan and the Yoti System “as is” and all representations, warranties, undertakings, conditions and other terms which might otherwise be implied into this Agreement are hereby excluded to the fullest extent permitted by law. Yoti gives no representation, warranty or undertaking in respect of Yoti Scan and Yoti System or otherwise in connection with this Agreement except as expressly set out in this Agreement.  

7.2. Nothing in this Agreement limits or excludes the liability of either party for: (a) death or personal injury resulting from its negligence; (b) fraud or fraudulent misrepresentations or wilful default; or (c) any loss that may not be limited or excluded under applicable law.  

7.3. Subject to clause 7.2, the maximum aggregate liability of each party to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise shall be capped at £500.

7.4. The parties both agree that the above limitation of liability reflects the commercially agreed allocation of risk between the parties for Yoti Scan, taking into account the free nature of Yoti Scan and that the above limitation of liability is reasonable and proportionate.

Yoti shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement where such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to failure of the internet, power outages, failure of third party networks, industrial actions (but not industry action affecting Yoti staff), war, civil unrest and terrorist activity.

9.1. No personal information is collected when using Yoti Scan.

9.2. The individual must always provide their permission for presenting the QR code. It is your responsibility to explain to the individual the purpose of the presentation.

10.1. Waiver: No failure or delay by a party to exercise in whole or part any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy.

10.2. Entire agreement: This Agreement contains the whole agreement between the parties relating to the use of Yoti Scan by you applied for when this Agreement was accepted by you to the exclusion of any other agreement or arrangement.  Neither party has relied on any prior agreement, document or representation (including innocent and negligent misrepresentations) in entering into this Agreement. Nothing in this clause shall operate to exclude or limit a party’s liability for fraud or fraudulent misrepresentation.

10.3. Severance:  If any term of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision under this section shall not affect the validity and enforceability of the rest of the Agreement.

10.4. Third parties:  A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Agreement. 

10.5. Amendment of this Agreement: Yoti is entitled to amend this Agreement at any time on 30 days’ notice given on either our website or communicated to you. Any amendments will be effective on expiry of the notice and incorporated into this Agreement. Your continued use of Yoti Scan will be deemed acceptance of such updated terms and conditions. 

10.6. References in this Agreement: If we refer to a statute or statutory provision, this reference includes amendments or re-enactments of that legislation, and any subordinate legislation.

10.7. Any phrase introduced by the terms including, include, in particular or any similar expression, shall not limit the sense of the words preceding those terms.

This Agreement, and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with the laws of England. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or your use of the Yoti System.

Individual means a person who presents the QR code to prove their identity or age to you. 

Yoti Privacy Policy means Yoti’s privacy policy which can be found at https://www.yoti.com/privacy/.

Yoti Scan is the service to verify the validity of identity details and credentials by scanning the presented QR code.

Yoti System means Yoti’s systems (including front end and back end) used in providing Yoti Scan.