1.1. VMP Legal Ltd trading as ‘VERIFiSMART’ operates and administers the website www.verifismart.com (the “Website”).
1.2 ‘VERIFiSMART’ is a legal solution platform (“Platform”) that allows individuals and companies alike to protect their creations, ideas and innovations by providing encrypted storage of records and valid digital registrations to be used as proof of the exact moment on which a piece of work has been created (the “Services”).
1.2. These Terms and Conditions (the "Agreement") provide general terms and conditions of use for Users of the Website and shall apply to the provision of Services by ‘VERIFiSMART’ to a Customer.
1.3. Parties to the Agreement are VMP Legal Ltd, whose registered office is at 41 Devonshire Street, Ground Floor, London, United Kingdom, W1G 7AJ ("VERIFiSMART"/”we”/”us”) and the User/Customer (“you”).
1.4. VERIFiSMART and the User/Customer shall be referred to as the "Parties" collectively and as the "Party" individually.
1.5. By accessing and using the Website and/or by submitting a Registration Form, you are accepting to be bound by this Agreement.
In this agreement,
2.1. “Content” means the content and information of the Website, including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, source codes, design, articles and blog posts, and other material contained on the Website; as well as the infrastructure used to provide such content and information on the Website.
2.2. “Deliverables” means any ‘Registration Certificate’ generated by the platform and delivered as a downloadable document with details on the owner, work, hash, and timestamp of the item registered, as/when requested by the Customer as part of the Services.
2.3. ”Fees” means the price payable by the Customer to us, as set out in the Website and as selected by the Customer in the ‘Subscriptions’ section of the Platform.
2.6. "Registration Form" means the account registration form completed and submitted by a Customer in the main page of the Platform to access the Services.
2.7. "User" means any natural or legal person, who accesses to the Website, whether as a visitor or as a customer submitting a Registration Form (in case of submission of a Registration Form, the User shall be hereinafter referred to as the "Customer" in relation to the Services).
2.8. "User/Customer Information" means (i) any information provided by a User to us when using the Website and (ii) any information provided by a Customer to us in relation to the Services.
In order to make use of the Website – including submitting a Registration Form, Users must not be under the age of 18 or under the legal age in his/her country. Minors are strictly prohibited to use the Website, the Content and the Services. If the User misrepresents his/her age as part of a Registration Form, or any other communication with us, we shall have a right to cancel the access to the Platform and provision of the Service without any prejudice or liability to VERIFiSMART. By accessing/using the Website and its Content or the Services, the User agrees and guarantees that he/she meets these age restriction requirements.
4.2.1. The User shall agree and guarantee to give complete and accurate information and update the referred information accordingly when the User submits a Registration Form or uses the Content/Services in any manner.
4.2.2. In the case of a legal entity, the User submitting a Registration Form should be the owner, Director or authorised representative of such legal entity. For the purposes of this agreement, the Customer would then be such legal entity.
4.2.3. We will not have access to the Customer’s dashboard on the Platform nor to any files recorded or registered as part of the Services. Such information and files are available and visible only to the Customer.
4.2.4. A legal entity Customer may authorize additional users to access its dashboard to encrypt, decrypt and register any files on its behalf. It is the Customer’s responsibility to manage such authorised users and remove them from the Platform as/when necessary.
4.2.5. You are solely responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of its security.
4.2.6. When you submit a Registration Form you will be prompted to the Platform where you will be given an encryption key. We are not aware of your encryption key and are the unable to access, change, reset, or revoke your encryption key or to generate a new encryption key for you. YOU MUST ENSURE TO KEEP YOUR ENCRYPTION KEY IN A SECURE PLACE WHERE IT CAN BE ACCESSED BY YOU WHEN NEEDED. If you forget or lose the encryption key, it will not be possible to decrypt already existing encrypted files on your dashboard, this means, that your data will be lost forever.
4.2.9. VERIFiSMART collects, processes, and uses your personal data (hereafter “Data”) only if we have obtained your consent or a statutory provision allows for the collection, processing or use of your Data. As such, we will only collect, process, and use Data necessary for the provision of the Services rendered by VERIFiSMART and for the use and operation of the Website.
4.3.1. The User guarantees not to use programmes or functions to generate automated page impressions or content on the Website.
4.3.2. The Content is proprietary to us. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through our Website.
4.3.3. You also agree not to:
(i) use the Website or its Content for any commercial purpose;
(ii) access, monitor or copy the Website or any Content by using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
(iii) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
(iv) deep-link to any portion of the Website for any purpose without our express written permission;
(v) "frame", "mirror" or otherwise incorporate any part of the Website into any other website without our prior written authorization; or
(vi) attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by VERIFiSMART in connection with the Website or Services.
4.3.4. VERIFiSMART shall not be liable for any condition and consequence arising out of or relating to the loss or unavailability of the Website and/or any Content as a result of technical reasons while providing Content or Services.
4.3.5. There is no legal advice provided on the Website. The Content and any information provided by the Website are for general information purposes only. Neither the Content nor any information published on the Website relating to the Services constitutes legal advice or gives rise to a solicitor/client relationship. Specialist legal advice should be requested in relation to specific circumstances.
4.4.1. In order to protect the Users from improper advertising or solicitation and to maintain usage integrity on the Website, VERIFiSMART shall have the right to restrict access to Content or Services for any Users, partially or completely.
4.4.2. There may be third-party links, contents, including advertisements, on the Website. The User shall decide solely whether to access or use or not to use contents of third parties via the Website. Terms and conditions of use of the referred third-party contents shall be determined by their owners. In this regard, the User acknowledges and accepts that VERIFiSMART do not have any power to determine these terms and conditions of use and any dispute or claim in relation to the referred terms and conditions of use shall not be asserted against VERIFiSMART.
4.4.3 Any advertisements on the Website will be marked as such. VERIFiSMART shall not be liable for the accuracy, quality, completeness, reliability or credibility of content provided by third parties.
5.1.1. With effect from the submission of a Registration Form, VERIFiSMART shall, in consideration of the Fees paid by the Customer, provide the Services to the Customer.
5.1.2. We will make the Services available to you as soon as you submit a Registration Form and select and pay for a Subscription Plan within the Platform.
5.1.2. We are not responsible for delays outside our control. If access to the Platform/Services is delayed or unavailable due to an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays or unavailability of the Platform caused by the event, but if there is a risk of substantial delay you may contact us to cancel your subscription and receive a refund for any credit you have paid for but not received.
5.2.1. Customers have a statutory right to cancel the provision of the Services within 14 days of submitting their payment of the corresponding Fees (depending on the Subscription Plan they choose), without any payment liability. This right applies only if no registration has been requested and therefore, we haven’t provided any Deliverables. For ‘Pay-As-You-Go’ Customers or ‘Smart Plan’ Customers any used credit cannot be cancelled and there will be no refund of the Customer’s payment for such Service. For ‘Enterprise’ customers, refunds will be made for cancellations made within the first 14-days of the month. Any cancelation request received after that period will be effective for the next calendar month.
5.2.2. You can submit your cancellation by clicking on the ‘Cancel Subscription’ section of your dashboard (“Cancellation Request”).
6.1. The Customer agrees to pay the Fees in advance, upon submission of payment of the Subscription Plan of their choice. Such payment shall be subjected to the terms and conditions of this Agreement.
6.3. All sums payable by the Customer for the Services, are inclusive of any value added tax (VAT) that may be payable under the Fees.
6.4. Payments will be executed online via PayPal or by debit or credit card. Payments will be taken in the currency and at the rate stated at the Website and the Subscription section in the Platform at the time of making a payment.
6.5. VERIFiSMART will not provide any Services until we have received notification of full payment of the Fees in cleared funds.
6.5. VERIFiSMART will not provide any Services until we have received notification of full payment of the Fees in cleared funds.
6.6. As indicated at clause 5.2.1 of this Agreement, no Fees shall be refunded to the Customer once a Registration Certificate has been generated, as requested by a Customer in their dashboard. In any other case, the Customer may be refunded any paid for but unused credit at the price set out in the Platform at the day and time of submission of the payment by the Customer, in terms of clause 5.2.1.
6.7. All refunds, if applicable, will be processed within 14 business days from your request.
7.1. All Content, any copyrighted material and any other protected proprietary information, names and trademarks on the Website (“Our Intellectual Property”), as well as any title, rights and interests in Our Intellectual Property, are exclusively owned by VERIFiSMART. Nothing in this Agreement shall be construed to provide any right or license to the Users to use Our Intellectual Property for any purpose, without express prior written content of VERIFiSMART. Except as set forth herein, the User shall not in any way copy, modify, publish, transmit, retransmit, display, sell, distribute, or reproduce or use in any manner Our Intellectual Property.
7.2. Any title, rights and interests on the Deliverables (including right to use, reproduce, adapt, distribute, transmit and communicate) are hereby assigned to the Customer without any limitation, subject to their acceptance of and compliance with the terms and conditions of this Agreement.
7.3. Once a Customer has submitted a Registration Form and paid for a Subscription Plan on the Platform, they will have the right to use our trademark logo on their website, as provided in the ‘Embed’ section of their dashboard. This right is granted by VERIFiSMART solely for the purposes of branding attribution and registration notice (infringement deterrent) on the Customer’s own website. No other use, permission or license is hereby granted or authorised.
8.1. For the sections related to the use of the Website and the Content, and the Users/Customers Information, this Agreement shall be in full force and effect from the date in which the User access the Website until the term one year from the date on which he/she last access the Website.
8.2. For the sections related to the provision of the Services, this Agreement shall be in full force and effect from the date on which a Registration Form is submitted until the date on which a Cancellation Request is submitted, in accordance with this Agreement.
8.3. Either Party may terminate the Agreement immediately, by giving written notice to the other Party if the other Party commits any breach (whether or not considered material) to any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 15 days after being given written notice giving full particulars of the breach and requiring it to be remedied. A breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
8.4. In the event of termination of this Agreement for any cause, we shall retain any sums already paid to us by the Customer, without prejudice to any other rights we may have whether at law or otherwise if a breached occurred, unless any such sums are to be refunded subject to clause 5.2.1 and 6.6 of this Agreement.
9.1. The User shall not assign, transfer or charge any right or warrant hold directly or indirectly related to this Agreement, to any third party, without prior written consent of VERIFiSMART.
9.2. VERIFiSMART may assign, transfer or charge all or part of its rights, warrants or obligations under this Agreement, at any time, to any third party, without notice to the User. VERIFiSMART may sub-contract the performance of any of its obligations under the Services and this Agreement without the prior written consent of the Customer. VERIFiSMART shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of VERIFiSMART itself.
10.1 Except in respect of death or personal injury caused by VERIFiSMART’s negligence, the we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Our Partners, agents or otherwise) in connection with the performance of its obligations under these terms and conditions or with the use by the User/Customer of the Website or the Services.
10.2 The User shall indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or damage to any property (tangible or intangible) caused by the User/Customer from their use of the Website, the Content or the Services.
10.3 VERIFiSMART shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform any of its obligations under this Agreement, if the delay or failure was due to any cause beyond the our reasonable control.
10.4.1. THE WEBSITE, THE CONTENT AND/OR THE SERVICES ARE PROVIDED "AS IS". THE USER USES THE REFERRED AT HIS/HER OWN RISK AND CONTROL. VERIFiSMART GIVES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, (I) AGAINST ANY KIND OF DEFECT, SEIZURE, THIRD PARTY OWNERSHIP, INTELLECTUAL PROPERTY OWNERSHIP CLAIMS, AND/OR (II) CONCERNING THE CONTINUITY, ACCURACY, RELIABILITY, QUALITY, UNINTERRUPTIBILITY, OF THE WEBSITE, THE CONTENT AND/OR THE SERVICES.
10.4.2. THE PROVISIONS OF CLAUSE 10.4.1. ABOVE SHALL NOT BE INTERPRETED AS THAT WE HAVE TAKEN OR WILL TAKE DELIBERATE ACTIONS TO CAUSE ANY KIND OF ISSUES AS REFERRED IN SUCH CLAUSE.
10.5.1. IN NO EVENT WHETHER IN CONTRACT, TORT, OBJECTIVE LIABILITY OR ANY OTHER LEGAL LIABILITY REGULATIONS AND PRINCIPLES SHALL VERIFiSMART BE LIABLE TO THE USER OR ANY THIRD PARTIES RELATED TO THE USER, UNDER ANY CIRCUMSTANCES, WITHOUT LIMITATION IN TIME, FOR ANY CONSEQUENCE, LOST PROFIT, LOST SAVING OR INCIDENTAL, INDIRECT, DIRECT, SPECIAL, PERSONAL, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGE, LOSS ARISING OUT OF THE USER’S USE, ABUSE, INABILITY TO USE, OR MISUSE OF THE WEBSITE, THE CONTENT AND/OR THE SERVICES, EVEN IF VERIFiSMART IS INFORMED ABOUT THE POSSIBILITY OF SUCH DAMAGES AND CONSEQUENCES TO OCCUR.
10.5.2. IN ANY CASE, VERIFiSMART’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF THE FEES PAID BY THE CUSTOMER UNDER THE IMMEDIATELY PRECEDING SUBSCRIPTION PLAN EFFECTIVELY PAID BY THE CUSTOMER.
11.1 No waiver by VERIFiSMART of any breach of this Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of this Agreement shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
11.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
If any provision contained in this Agreement is found to be illegal or unenforceable for any reason, that provision shall be replaced by a valid one to the maximum extent permissible so as to affect the intent of the Parties and the remainder of this Agreement shall remain in full force and effect. However, if it is determined that the clause found to be illegal or unenforceable could not be reformulated, it is agreed that the clause in question is separable from the remaining provisions of the Agreement and that determination shall not affect the validity and enforceability of these remaining provisions.
13.1 All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given: (i) when received, if delivered by post, courier or other messenger (including registered mail) during normal business hours of the recipient; or (ii) when sent, if transmitted by e-mail.
13.3 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.
14.1 These Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
14.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.