OneBoard Terms and Conditions

1.1 Definitions

1.2

No provision of these Terms and Conditions shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured or drafted such provision.

1.3

Any reference to “days” shall mean calendar days unless qualified by the word “business”, in which instance a “business day” shall be any day other than a Saturday, Sunday, bank holiday, or a public holiday in the Service Provider’s jurisdiction of incorporation.

1.4

Any provision conferring rights or imposing obligations on a Party and contained in any of the definitions listed in clause 1.1 or elsewhere in these Terms and Conditions shall be given effect as if it were a substantive provision within the body of these Terms and Conditions.

1.5

Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail.

1.6

Where the expressions “include(s)”, “including” or “in particular” are used in these Terms and Conditions, the list of words following them shall not be considered exhaustive unless explicitly indicated otherwise.

1.7

References to sections, clauses, or Annexes are to these Terms and Conditions’ respective sections, clauses, and Annexes.

1.8

A reference to a Party includes its successors and permitted assigns.

1.9

The headings in these Terms and Conditions are for ease of reference only and shall not affect their interpretation.

1.10

In these Terms and Conditions, if the context so requires, references to the singular shall include the plural and vice versa.

2.1

These Terms and Conditions shall become binding between the Parties on the Commencement Date and remain in full force and effect for 12 months following the Billing Start Date (cumulatively, the “Initial Period”). Once the Initial Period expires, these Terms and Conditions shall automatically be renewed for subsequent periods of 12 months each (the “Renewal Period(s)”). The Initial Period and any Renewal Periods as may follow shall together constitute the “Term”.

2.2

Notwithstanding clause 2.1, on the date when the Customer (i) fully expends any given Pre-Payment (if applicable) or (ii) changes its Pricing Plan to one including a Pre-Payment among the payable Fees, the Initial Period or then-current Renewal Period shall automatically expire, with the subsequent Renewal Period commencing on the following day.

3.1

The Service Provider shall grant the Customer full access to the System and the Services as purchased under the respective Pricing Plan immediately upon the Billing Start Date, subject to the limitations and onboarding conditions set out below.

1. 3.1.1 A limited scope of the System’s functionalities may become available to the Customer upon the Commencement Date, subject to the Customer following the instructions forwarded by the Service Provider. The Customer shall not upload any personal data (except that of the individual uploading it, unless that individual is also an Applicant) into the System before the Billing Start Date. Any output generated in relation to pre-Billing Start Date uploads is a demonstration only and does not constitute the Services.
2. 3.1.2 Immediately upon the Commencement Date, as well as upon the beginning of the Trial Period or the start of chargeable Services, and thereafter when requested, the Customer shall provide due diligence information as specified by the Service Provider. The Service Provider may suspend, limit, or terminate access if requested information is not provided, is false, incomplete, inconsistent, or incorrect, or if due diligence policies indicate that the relationship should not continue. Where the Service Provider has informed the Customer that due diligence procedures have rendered a final negative result and has withdrawn access to the production environment account, these Terms and Conditions shall be considered terminated with immediate effect, subject to the restoration mechanics described in this clause.

3.2

On or after the Commencement Date, and not before the Customer provides payment method, company details and billing details and activates the chosen Pricing Plan in the Dashboard, the Service Provider may grant the Customer an option to activate a Trial Period. The Trial Period may only be activated by the Customer. Not all features may be available during the Trial Period. Upon expiry of the Trial Period, the Services shall immediately and automatically become chargeable as per the applicable Pricing Plan.

3.3

For the duration of the Term, the Service Provider shall supply the Customer with (i) Services based on the Pricing Plan applicable at any relevant time and the SLA; (ii) as soon as reasonably practicable, any New Releases; and (iii) technical support, including maintaining the System up-to-date, in good working order, and free from Malicious Code, and restoring it to normal operational conditions if inaccessible.

3.4

The Customer acknowledges that at any time and without prior notice the Service Provider may issue New Releases, and agrees to implement them promptly. Failure to update within 60 days of notice constitutes a breach under clause 10.2(i). The Service Provider is not liable for incorrect operation, unavailability, or other deficiencies caused by the Customer’s failure to comply with this clause.

3.5

The Customer may activate Services not included in its current Pricing Plan using the Dashboard activation functionality and providing the required consent. Service descriptions, Fees, and service-specific conditions displayed or referenced in the Dashboard at activation are incorporated into these Terms and Conditions by reference. Fees accrue from activation and are billed as recurring and/or usage-based as indicated in the Dashboard.

4.1

The Customer acknowledges and agrees that all Intellectual Property Rights in the System and the Services belong to the Service Provider or its licensors, and the Customer shall have no rights to or interest in them other than those expressly granted under these Terms and Conditions. The Customer undertakes not to challenge such rights or assist any third party to do so.

4.2

Subject to clause 4.1, the Service Provider grants the Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license for the duration of the Term to use the System and/or Services solely for the Business Purpose, in accordance with these Terms and Conditions, and conditional on the Customer’s compliance therewith.

4.3

The Customer is not permitted to modify, adapt, translate, process, reverse engineer, rearrange or otherwise rework or make derivative works of any elements of the System, or reproduce the results achieved from any of these acts.

5.1

For the provision of the Services and use of the System, including receipt of New Releases, support, or maintenance, the Customer shall pay the Service Provider Fees as detailed in the applicable Pricing Plan and Annex 2. The Customer may convert to another Pricing Plan at any time through the Dashboard or by contacting business-support@oneboard.li. Where Commitment increases or remains the same, conversion becomes effective immediately with pro-rata recalculation for the then-current month. Where Commitment decreases, conversion becomes effective from the first day of the next month.

5.2

The Service Provider reserves the right, if a specific Pricing Plan chosen by the Customer is discontinued, to convert the Customer to another Pricing Plan including substantially the same Services, provided that the Customer is notified at least fifteen (15) days in advance.

5.3

Unless Annex 2 or the applicable Pricing Plan provides otherwise, payable Fees will be automatically withdrawn from the bank account specified by the Customer in the Dashboard. The Customer shall ensure sufficient funds are available. Time of payment shall be of the essence.

5.4

The Service Provider may suspend or limit access to the Services and/or the System where amounts payable are overdue, until paid in full, and may also limit access where amounts are due and outstanding as described in Annex 2. Interest on overdue sums accrues at 0.1% per day of delay.

6.1

The Customer shall maintain all Confidential Information in strict secrecy, refrain from unauthorized disclosure, apply at least the same security measures used for its own confidential information, and immediately inform the Service Provider of any damage, accidental loss, or unauthorized transfer or use.

6.2

The Customer shall not use Confidential Information to build a competing product or service, or copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, reverse engineer, decompile, or disassemble it.

6.3

The Customer may disclose Confidential Information only to personnel or professional advisors who need to know it and are bound by written confidentiality obligations no less restrictive than those contained herein. The Customer remains liable for acts and omissions of such Representatives.

6.4

If disclosure is required by law or legal process, the Customer shall give prompt notice to the Service Provider to enable a protective order or other remedy to be sought and shall use commercially reasonable efforts to disclose only what is legally required and secure confidential treatment for the disclosed information.

6.5

Upon written notice from the Service Provider, the Customer shall promptly destroy or return all materials containing Confidential Information, erase it from systems and storage, and certify compliance in writing.

6.6

The Customer agrees that damages would not be an adequate remedy for a breach of section 6 and that the Service Provider shall be entitled to injunctive relief, specific performance, and other equitable remedies. Liability for breach of section 6 is not subject to otherwise applicable liability limitations.

6.7

Clauses 6.1 to 6.6 survive expiry or termination indefinitely.

6.8

The Service Provider shall guarantee protection of personal data received under these Terms and Conditions as set out in Annex 3.

6.9

The Customer grants the Service Provider permission to use personal data transferred under these Terms and Conditions for service development and testing, fulfilment of commitments, fraud detection and monitoring, anonymised and/or aggregated statistics and research, and audit log production and retention, as more specifically described in this clause.

6.10

Upon termination, and subject to the Customer’s written request and provided the Customer is not in breach as of the termination date, the Service Provider shall enable retrieval of personal data related to Applicants stored in the Customer’s dedicated Dashboard account, free of charge, within 30 days, and subsequently delete such data except where retention is permitted or required.

6.11

Where the Customer has cancelled its subscription or suspended Services, the Service Provider shall, after one year of continuous inactivity in the Customer’s dedicated Dashboard account, delete personal data relating to Applicants stored in such account, excluding data it is permitted or obliged to retain.

7.1

The Customer shall not permit, enable, or provide access to the System to anyone except Authorized Users and shall keep Security Features and credentials confidential.

7.2

Where an Authorized User requires separate Security Features or credentials, a request shall only be submitted by another Authorized User.

7.3

All actions carried out in the System and/or Dashboard using Security Features or credentials issued by the Service Provider or created by the Customer or its Authorized Users shall be regarded as performed by Authorized Users and attributed to the Customer. The Service Provider shall not be liable for the consequences of such actions or for unauthorized third parties gaining access through no fault of the Service Provider.

7.4

The Customer shall be responsible and liable for any acts or omissions of its Authorized Users as if they were its own.

7.5

The Customer is solely responsible for selecting, vetting, and supervising Authorized Users, assigning roles and permissions according to least privilege, and reviewing those roles and permissions regularly.

8.1

Subject to clause 8.2, section 8 sets out the entire financial liability of the Service Provider in respect of any breach of these Terms and Conditions, any use made by the Customer of the Services, and any representation, statement, tortious act or omission, including negligence and breach of statutory duty, arising under or in connection with these Terms and Conditions.

8.2

Neither Party excludes or limits liability to the other Party for fraud or fraudulent misrepresentation, payment of sums properly due and owing in the course of normal performance, any indemnities under these Terms and Conditions, or any matter for which it would be unlawful to exclude or limit liability.

8.3

Subject to clause 8.2, the Service Provider shall not be liable for loss of profits, income, goodwill, revenue, reputation, business opportunities, special, indirect, or consequential damages, or loss or corruption of data or information except where caused by the Service Provider’s breach.

8.4

Subject to clause 8.2, the Service Provider’s total aggregate liability arising in connection with these Terms and Conditions shall be limited to the lesser of: (i) 100% of the total Fees paid by the Customer during the 3-month period immediately preceding the date on which the cause of action first arose; or (ii) USD 5,000. This limitation is cumulative.

8.5

The Customer assumes sole responsibility for any conclusions drawn from use of the Services.

8.6

The Customer shall indemnify, defend, and hold harmless the Service Provider, its affiliates, and their respective officers, shareholders, directors, and personnel from and against third-party claims, damages, liabilities, fines, penalties, costs, losses, judgments, or expenses, including attorney fees, arising out of or in connection with the Customer’s use of the Services or performance under these Terms and Conditions, to the extent such claims are not directly attributable to a breach by the Service Provider.

8.7

Each limitation of liability, disclaimer, warranty, or exclusion of damages in these Terms and Conditions is intended to be severable and independent of any other provision.

9.1

The Customer warrants, represents and covenants that it is duly incorporated, organized and validly existing, has authority and capacity to enter into these Terms and Conditions, and has taken all necessary corporate action to authorize execution, delivery, and performance.

9.2

The Customer shall not use the System and/or Services to discriminate against any Applicant, cause damage or injury, act unlawfully, use the Services outside the Business Purpose, bring the Service Provider into disrepute, or interfere with the integrity or security of the System and/or Services.

9.3

Except as expressly set forth herein, no conditions, warranties, or other terms apply. The Service Provider disclaims implied warranties including non-infringement, title, satisfactory quality, fitness for purpose, merchantability, and conformance with description. The Services are provided on an “as is” basis and are not intended to serve as the sole basis for business decisions. Additional limitations and regulatory clarifications in this clause apply in full, including the statement that the Service Provider is not a consumer reporting agency and that the Services are limited to anti-fraud, customer due diligence, and identity verification support.

9.4

This clause applies if the Service Provider is ONEBOARD AG and the Customer is not incorporated and registered in Cyprus. In that case, the Customer represents and warrants that use and enjoyment of the Services will exclusively take place outside Cyprus, and that it has no affiliated organizations, branches, representative offices, permanent establishments, or similar business presence in Cyprus through which it uses the Services.

10.1

Either Party may terminate these Terms and Conditions for convenience by giving at least 30 days’ written notice. The Customer may also suspend Services via the Dashboard, effective on the first day of the month immediately following the month of the request. Services remain chargeable until suspension becomes effective and become chargeable again immediately once suspension is removed.

10.2

Either Party may terminate these Terms and Conditions immediately by written notice if the other Party breaches these Terms and Conditions, violates applicable law or regulation, or becomes insolvent or subject to analogous proceedings.

10.3

Any provision intended to come into or continue in force after termination shall remain in full force and effect. Termination does not affect accrued rights, remedies, obligations, or liabilities.

10.4

The Service Provider may limit or suspend access or terminate with immediate effect where it knows or reasonably suspects, among other things, breach of clauses 9.1–9.2, violation of law or sanctions, infringement of intellectual property, unauthorized disclosure of Confidential Information, unauthorized access resulting from the Customer’s acts or omissions, reputational harm, or daily usage exceeding 1000 Checks or 1000 Applicants.

10.5

Where the Service Provider is permitted to suspend or limit access, it may do so with immediate effect and without prior notice, in several consecutive steps, or in any other manner at its sole discretion.

11.1

A Party is excused from performance to the extent delayed or prevented by Force Majeure, subject to mitigation and resumption obligations. Either Party may terminate if the Force Majeure event remains unremedied for 60 consecutive days.

11.2

The Service Provider may update these Terms and Conditions from time to time at its sole discretion. Reasonable efforts will be made to notify the Customer by email, Dashboard, and/or Website. Continued use constitutes acceptance. The clause also clarifies that after suspension removal or access restoration, the then-current version governs from restoration onward.

11.3

Failure or delay in exercising rights or remedies does not constitute a waiver, and use of one remedy does not exclude others.

11.4

If any provision is found invalid, illegal, or unenforceable, it shall be deemed not to form part of these Terms and Conditions to the extent required.

11.5

These Terms and Conditions constitute the whole agreement between the Parties and supersede previous arrangements relating to their subject matter, except where expressly agreed otherwise.

11.6

Except as expressly stated otherwise, nothing in these Terms and Conditions creates rights for third parties, an agency, partnership, or joint venture.

11.7

The Customer may not assign rights or obligations without prior written consent. The Service Provider may assign to affiliates where permitted, and either Party may assign to an acquirer of substantially all assets upon advance written notice.

11.8

The Customer may only make public announcements or publish written materials concerning the Service Provider or the business relationship subject to prior written consent, except where legally required. The Service Provider may use the Customer’s trademarks and logos to publicly identify the Customer as its counterparty.

11.9

Unless specified otherwise, notices must be in writing and in English and may be delivered by hand, email, via Dashboard, or via other mutually agreed means, with deemed receipt rules as specified in this clause.

11.10

The Parties shall comply with applicable anti-bribery and anti-corruption laws and promptly report any request or demand for undue financial or other advantage received in connection with performance.

11.11 Governing Law and Dispute Resolution

12.1

This clause 12 sets out the description and functionality of the Reusable KYC Service together with the terms and conditions applicable to its provision to the Customer.

12.2

Reusable KYC Service enables the Customer to act as both a Reusable KYC Donor and a Reusable KYC Recipient, sharing or receiving Applicant data through the System, subject to the conditions summarized below and the full wording supplied by you.

• Data sharing occurs only via the System and between the Dashboard accounts of the relevant Reusable KYC Donor and Reusable KYC Recipient.
• Any data transferred to the Customer acting as a Reusable KYC Recipient may undergo such Checks and other Services as are purchased under these Terms and Conditions and required by the Customer’s Dashboard settings.
• The Customer must communicate its intention and obtain confirmation via the Dashboard or otherwise where Dashboard functionality is unavailable, except where automatic network participation applies as described in your text.
• The Service Provider does not guarantee willingness of other participants to transfer data, the sufficiency or suitability of transferred data, the availability of specific Applicant data, or any feature not explicitly described.
• For processing necessary to provide this Service, the Service Provider remains a data processor acting in accordance with the Customer’s instructions under the DPA, while Customers and counterparties exchanging Applicant data are treated as independent data controllers unless demonstrated otherwise.
• The Customer warrants that it has a legal basis under applicable data protection laws to transfer and/or receive Applicant data and, where acting as a Reusable KYC Donor, to permit identifier-based searches through Applicant profiles and to have informed Applicants accordingly.
• Transfers are subject to configuration compatibility, sufficient profile data, and, for SDK implementation, an Applicant-submitted Data Portability Request. By acting as a Reusable KYC Donor, the Customer authorizes the Service Provider to process and fulfil such requests.
• The Service Provider may maintain a data log recording transfers, including timestamp, donor identity, recipient identity, and Applicant ID.

12.3

The Service Provider may, in its sole discretion, suspend or discontinue the provision of Reusable KYC Service to the Customer or its affiliate if any of the relevant conditions are breached.

12.4

Reusable KYC Service is available in the SDK implementation, the API implementation, or a combination of both, at the Customer’s discretion. The Customer acknowledges that a data transfer executed via the API implementation is conducted without real-time authorization of the respective Applicant, without diminishing the Customer’s obligations under applicable data protection laws.