Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Veridaq ApS ("Veridaq", "we", "us", or "our") regarding your access to and use of our KYC (Know Your Customer) and AML (Anti-Money Laundering) compliance platform and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of these Terms, you must not use our Services.

2. Description of Services

2.1 KYC Lite

Our KYC Lite service provides:

• Automated identity verification
• Document authentication and validation
• Biometric verification (facial recognition)
• Address verification
• Basic risk assessment

2.2 Complete AML Suite

Our Complete AML Suite includes:

• Real-time transaction monitoring
• Sanctions and PEP (Politically Exposed Persons) screening
• Adverse media screening
• Risk scoring and profiling
• Suspicious activity detection and reporting
• Enhanced due diligence (EDD) workflows
• EU AMLR 2027 compliance features

2.3 Service Availability

We strive to maintain 99.9% uptime but do not guarantee uninterrupted access. We reserve the right to modify, suspend, or discontinue any part of the Services with reasonable notice.

3. Eligibility and Account Registration

3.1 Eligibility

To use our Services, you must:

• Be a legally registered business entity
• Have the authority to bind your organization to these Terms
• Operate in a jurisdiction where our Services are legally permitted
• Not be listed on any sanctions lists or designated as a prohibited entity

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities conducted through your account
• Immediately notifying us of any unauthorized access
• Implementing appropriate security measures on your end

4. Client Obligations and Acceptable Use

4.1 Lawful Use

You agree to use our Services only for:

• Legitimate compliance and regulatory purposes
• Verifying the identity of your customers and monitoring transactions as required by law
• Compliance with applicable AML/KYC regulations in your jurisdiction

4.2 Prohibited Activities

You must not:

• Use the Services for any illegal purpose or in violation of any laws
• Attempt to circumvent, disable, or interfere with security features
• Reverse engineer, decompile, or disassemble any part of the platform
• Submit false, misleading, or fraudulent information
• Use the Services to harass, abuse, or harm others
• Resell or sublicense access to the Services without authorization
• Overload or attempt to damage our infrastructure

4.3 Data Quality

You are responsible for ensuring that all data submitted to our platform is accurate, complete, and obtained lawfully with appropriate consents.

5. Fees and Payment

5.1 Pricing

Fees are based on your selected plan and usage tier, as detailed in your service agreement. Pricing includes:

• Monthly or annual subscription fees
• Per-verification charges (if applicable)
• Premium features and add-ons

5.2 Billing

• Fees are billed in advance for subscription services
• Usage-based fees are billed monthly in arrears
• All prices are in EUR unless otherwise specified
• Prices exclude applicable VAT and taxes

5.3 Payment Terms

• Payment is due within 14 days of invoice date
• Late payments may incur interest charges
• We reserve the right to suspend Services for non-payment

5.4 Refunds

Fees are non-refundable except where required by law or in cases of significant service failure on our part.

6. Data Processing and Privacy

Our processing of personal data is governed by:

• Our Privacy Policy
• The Data Processing Agreement (DPA) included in your service agreement
• GDPR and applicable data protection laws

You act as the data controller, and we act as the data processor for customer data submitted through the platform. You are responsible for obtaining necessary consents and providing appropriate privacy notices to your customers.

7. Intellectual Property

7.1 Our IP

All rights, title, and interest in the Services, including:

• Software, algorithms, and AI models
• Platform design and user interface
• Trademarks, logos, and branding
• Documentation and training materials

remain the exclusive property of Veridaq. These Terms grant you only a limited, non-exclusive, non-transferable license to use the Services.

7.2 Your Data

You retain all rights to your customer data. You grant us a limited license to process this data solely to provide the Services.

8. Warranties and Disclaimers

8.1 Service Quality

We warrant that our Services will:

• Perform substantially as described in our documentation
• Be provided with reasonable skill and care
• Comply with applicable AML/KYC regulations

8.2 Disclaimers

Except as expressly stated:

• Services are provided "as is" without warranties of any kind
• We do not guarantee that our Services will meet all your specific requirements
• We do not warrant that the Services will be error-free or uninterrupted
• AI-based results are probabilistic and should be reviewed by qualified personnel
• You remain responsible for your own compliance obligations

9. Limitation of Liability

9.1 Liability Cap

To the maximum extent permitted by law, our total liability for any claims arising from or related to these Terms or the Services shall not exceed the fees paid by you in the 12 months preceding the claim.

9.2 Excluded Damages

We shall not be liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Data loss or corruption (beyond our backup obligations)
• Regulatory fines or penalties imposed on you

9.3 Exceptions

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

10. Indemnification

You agree to indemnify and hold Veridaq harmless from any claims, damages, or expenses arising from:

• Your violation of these Terms
• Your violation of any laws or regulations
• Your violation of third-party rights
• Your use of the Services in an unauthorized manner
• Data you submit to the platform

11. Term and Termination

11.1 Term

These Terms remain in effect for the duration of your subscription or service agreement.

11.2 Termination by You

You may terminate your account by providing 30 days written notice. Fees for the current billing period are non-refundable.

11.3 Termination by Us

We may terminate or suspend your access immediately if:

• You breach these Terms
• Your account is used for illegal activities
• You fail to pay fees when due
• Required by law or regulatory authorities

11.4 Effect of Termination

Upon termination:

• Your access to the Services will cease
• We will retain data as required by law (typically 5 years for compliance records)
• You may request an export of your data within 30 days
• Outstanding fees remain due and payable

12. Confidentiality

Both parties agree to maintain the confidentiality of:

• Customer data and verification results
• Business terms and pricing information
• Technical details and platform architecture
• Any information marked as confidential

13. Governing Law and Disputes

13.1 Governing Law

These Terms are governed by the laws of Denmark, without regard to conflict of law principles.

13.2 Dispute Resolution

Disputes should first be resolved through good-faith negotiations. If unresolved within 30 days, either party may pursue:

• Mediation before proceeding to litigation
• Jurisdiction in the courts of Copenhagen, Denmark

14. General Provisions

14.1 Changes to Terms

We may modify these Terms with 30 days notice for material changes. Continued use after changes constitutes acceptance.

14.2 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control.

14.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.4 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

14.5 Entire Agreement

These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between the parties.

15. Contact Information