1.2 Why you should read them. Please read these Terms carefully before you start the verification process with us. These Terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.
1.3 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2.1 Who we are. We are VSITEPASS Limited a company registered in England and Wales. Our company registration number is 11792137 and our registered office is at Eastham Hall 109 Eastham Village Road Eastham, Wirral, United Kingdom, CH62 0AF. Our registered VAT number is 329051220. We are referred to as “V Site Pass”, “us”, “we” and “our” in these Terms.
2.2 How to contact us. You can contact us by telephoning us at 01624820610 or by writing to us at email@example.com.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us as part of the verification process.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
In this agreement:
3.1 How we will accept your order. Once your payment has cleared, acceptance of your order, will take place and your unique VSP number will be displayed. At this point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing. This might be because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or services or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number. We will automatically assign an order number to your order which will be provided to you on acceptance of your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 We only sell to the UK, the Republic of Ireland and the Isle of Man. Unfortunately, we do not accept orders from addresses outside these territories.
We supply outsourced digital verification of identity eligibility to work, professional qualifications, training and work-based medicals (Services) via the Application.
5.1 There are other terms that may apply to you including, but not limited to:
6.1 We may make changes to these Terms. We may amend these Terms from time to time. Every time you wish to use our site, Application or our Services, please check these Terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 22/06/2020.
6.2 We may make changes to our site or Application and services. We may update and change our site, the Application or change the nature of the services from time to time to:
7.1 Your warranties.
By starting the verification process with us you warrant and represent that:
7.2 Your obligations.
7.2.1 Each individual user is responsible for their own passwords and Application access. You agree that you will not share your account with anyone else.
7.2.2 You shall:
7.2.3 You shall not:
You agree to:
7.2.5 You are solely responsible for anything that you upload to your account.
8.1 Unless this agreement is terminated earlier in accordance with clause 9, your membership will commence from the date of payment (Commencement Date) for a term of either 12 or 36-months which is selected by your during the order process (the Term).
8.2 Your membership will auto renew 7 days prior to the expiry of the Term (Term Expiry Date) for an additional period equivalent to the original Term to allow continued use of verified documents and any re verification as required, using the same payment method last used on your account. If the payment (or the payment method) is rejected then your membership will automatically expire.
9.1 Termination by us
Without prejudice to any rights that we have accrued under the agreement or any of its respective remedies, obligations or liabilities we may terminate this agreement with immediate effect by giving you notice in writing if:
9.2 Termination by you
You may terminate the agreement at any time with notice to us.
9.3 Consequences of termination
9.3.1 Expiry or termination of the agreement for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at expiry or termination.
9.3.2 On termination of the agreement:
18.104.22.168 your rights to use the Application shall immediately cease; and
22.214.171.124 we shall immediately cease provision of the Services.
9.3.3 Any Services paid for but not yet delivered shall not be supplied and any pre-payment will not be refunded to you.
9.3.4. If a party is required by any law, regulation, or government or regulatory body (Regulatory Requirement) to retain any documents or materials which it would otherwise be obliged to return or destroy, it shall notify the other party in writing of such retention, giving details of the documents or materials that it must retain.
9.3.5. Any provision of the agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of the Contract shall remain in full force and effect. This includes, but is not limited to:
10.1 Before you start the verification process you must make payment for the package you require in full. The fee will be confirmed to you on the Application before purchase. We do not guarantee refunds.
10.2 All amounts and fees stated or referred to in the agreement are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
10.3 We recommend you have all the documents you wish to have verified ready when you make payment.
10.4 You will receive one identification verification (Initial Verification) with your initial fee, and three professional qualification verifications (for either a 12-month or 36-month membership). If you require additional identity documents verifying after the Initial Verification an additional fee will be required [in advance].
11.1 Notices. Occasionally we may need to notify you of important notices or events, this will either be done by direct email or through the website or Application, by agreeing to these terms you agree to this. Also, you agree certain additional information can be shared with us. If the contact information you provide is not up to date you may miss out on these notices, furthermore your Application will not work to the best of its ability.
11.2 Messages and sharing. When you choose to verify or share your documents with us your information will be sent fully encrypted. Each individual is responsible for their own data and the permission level, these include:
Once these conditions have lapsed the documents and access to them will then be removed from the recipient’s device leaving only a digital fingerprint about the documents. While we have taken every precaution possible, we cannot guarantee who will be in the room and has visibility of the screen when the recipient views your information, furthermore we accept no responsibility for what the recipient does with your information while they have access to it.
12.1You acknowledge and agree that, as between the parties, we and and/or our licensors own all Intellectual Property Rights in all materials connected with the Application and/or Services and in any material developed or produced in connection with the agreement by us, our officers, employees, subcontractors or agents. Except as expressly stated herein, the agreement does not grant you any rights to such Intellectual Property Rights.
12.2. Nothing in these Terms affects either party's rights in pre-existing Intellectual Property Rights (including pre-existing Intellectual Property Rights of either party contained in or relating to Confidential Information) (Pre-Existing IPR).
12.3. You shall own and retain all rights, title and interest in and to all the content and personal information you provide to us (Your Data). We shall have no rights to access, use or modify Your Data unless otherwise provided in these Terms, or, with your prior written consent following completion of a further verification test (for which you will be charged).
12.4. We shall own and retain all rights, title and interest in and to all deliverables and all other reports, documents, materials, techniques, ideas, concepts, trademarks, know-how, algorithms, software, computer code, routines or subroutines, specifications, plans, notes, drawings, designs, pictures, images, text, audio-visual works, inventions, data, information and other items, expressions, works of authorship or work product of any kind that are: a) authored, produced, created, conceived, collected, developed, discovered or made by us in connection with the Services or which relate in any manner to the Services or which result from any work performed by us for you, including any and all Intellectual Property Rights therein (collectively, Work Product); and b) provided by any supplier (other than us), consultant, contractor, advisor or any other third party engaged by you in relation to the Services.
12.5. You shall execute all documents and take all actions necessary or reasonably requested by us to document, obtain, maintain, perfect or assign its rights to the Work Product, when required by us. You shall also cause your employees, agents and sub-contractors to execute such documents and take such actions as described in this clause 12.5. You shall not challenge (and shall procure that its employees, agents and sub-contractors shall not challenge) the validity of our rights in the Work Product. All such Work Product shall be deemed to be our confidential, proprietary and trade secret information.
12.6. You waive any and all moral rights (including any rights of attribution) in and to the Work Product. To the extent that any Intellectual Property Rights in the Work Product do not automatically vest in us, you (by way of present assignment of future rights where appropriate) assigns absolutely and irrevocably (and shall procure that any relevant employee, agent or sub-contractor assigns absolutely and irrevocably) to us with full title guarantee all rights, title and interest that you (and any of your employees, agents or sub-contractors) may have or may in future acquire in all Work Product, including all Intellectual Property Rights in any Work Product, for the full term of such rights throughout the world.
12.7. We hereby grant to you during the Term a revocable, non-sub-licensable, non-exclusive, worldwide license to use all of our Intellectual Property Rights as incorporated by us into the Work Product solely in connection with your use of the Work Product in accordance with these Terms.
12.8. You hereby grant to us a perpetual irrevocable, transferrable, non-exclusive, royalty-free, worldwide limited licence for the term of the agreement to use, exploit, copy, modify, sub-license, improve, enhance and make derivative works of your Intellectual Property Rights solely to the extent necessary to comply with its obligations under the agreement.
12.9 You shall indemnify and hold us harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or incurred by us as a consequence of any claim or allegation that the use or possession by us of your Intellectual Property Rights or Your Data infringes any rights (including Intellectual Property Rights) of a third party.
12.10 Your Data. You agree to only supply information and content that you own and have the right to share.
You can select what you share and who to, you can select individual documents, contact information, personal information or all documents on your V Site Pass. Everything you share will be sent fully encrypted, you must set the permission level before you send it. Once you have sent your information to the recipient, this cannot be cancelled and will remain available for the recipient until the permission level is met, should the permissions not be met, and the date lapses the information will be deleted and will need to be re-sent.
You can close your account however, any information you have already sent will still be displayed depending on your permission level date set.
While we may edit or make formatting changes to your content such as translating it, modifying the size, layout, file type or metadata, we will not modify the meaning of your expression.
By submitting suggestions or other feedback regarding our services to V Site Pass you agree that V Site Pass can use and share such feedback for any purpose without compensation to you.
You agree to only provide content or information that does not violate the law nor anyone’s rights. You also agree that your profile information will be truthful.
You agree to us contacting by email, telephone or letter every document issuer that you upload to the V Site Pass platform for verification purposes.
You authorise us to generate and use a digitally generated electronic signature document authorising the release of personal information to be used to verify the authenticity of your uploaded documents.
13.1 At any time, we may alter or discontinue any of our Services, we do not promise to store or keep displaying any information or content you have uploaded.
13.2 We may change, suspend, or end any service, or change and modify prices at our discretion. These changes will be effective upon notice provided to you.
We may from time to time advertise or display third party apps on our site or Application for your information only. You are solely responsible for deciding if you want to access or use third party apps or websites, these will contain their own legal terms and policy’s and have no connection to V Site Pass. V Site Pass is not responsible for these sites and you use these at your own risk. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
We have the right to limit how you connect and interact on our site and Application. We reserve the right to limit your use of services. We reserve the right to restrict, suspend, or terminate your account, if we believe that you may be in breach of these Terms, the law or are misusing our services.
V Site Pass allows users to verify their information and attendance at a place of work by using geo fence parameters to identify if a user is present on site. This application will record your movements on site including (but not limited to) duration, arrival time leaving time. Some sites might want to use this information as part of their emergency evacuation procedures, by accepting these Terms you give consent for us to use this information. It is not our responsibility to ensure that all contractors, subcontractors, labourers or other V Site Pass users sign in their V Site Pass location on any work site.
You are reminded and agree that the geo fence is only a footprint of the particular site and connect capture elevated sites.
We (and those that we work with to provide the Services):
18.1 The restrictions on liability in this clause 18 apply to every liability arising under or in connection with agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
18.2 Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:
18.3 The following types of loss are wholly excluded by us:
18.4 Subject to clause 18.2 our total liability (and those that we work with to provide the Services) in respect of all breaches of duty occurring within any year of the Term shall not exceed 100% of the total charges paid in the year in which the breaches occurred.
18.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 weeks from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
18.6 You agree to take all reasonable and prompt steps to mitigate the effects and to minimise any damage arising as a result of our breach under or in connection with this agreement.
In order to use the V Site pass application, you must have access to the internet, for all of the services to work correctly, failure to do this could limit the services of the Application. We accept no responsibility for lost connection to our servers.
20.1. Force Majeure. Neither party shall be in breach of the agreement nor liable for delay in performing, or failure to perform, any of its obligations under the agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
20.2 Assignment and other dealings.
a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
b) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the agreement without our prior written consent.
20.3.1 Each party undertakes that it shall not at any time during the agreement, and for a period of five years after termination of the agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 20.3.2.
20.3.2 Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (iii) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the agreement.
20.4 Entire agreement
20.4.1 These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.4.2 Each party acknowledges that in entering into the agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms. Nothing in this clause shall limit or exclude any liability for fraud.
20.5 Variation. Except as set out in these Terms, no variation of the agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.6 Waiver. A waiver of any right or remedy under the agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.7 Severance. If any provision or part-provision of these Terms 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 or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.
20.8.1 Any notice or other communication given to a party under or in connection with the agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email.
20.8.2 Any notice or communication shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting ;and (iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause14, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
20.9 Third party rights. Unless it expressly states otherwise, the agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.
20.10 Governing law. The agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
20.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the agreement or its subject matter or formation.