Terms of Service

These Terms of Service ("Terms") govern your access to and use of the KYC Genie platform and associated services (the "Services") provided by KYC Genie FZC LLC ("KYC Genie", "we", "us"). The entity or individual agreeing to these Terms is referred to as the "Client" or "you".

By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Notice and Data Processing Agreement, each of which is incorporated by reference. If you do not agree, do not access or use the Services.

Where a separate written subscription agreement or order form has been executed between KYC Genie and the Client, that agreement takes precedence over these Terms to the extent of any conflict.

1. DEFINITIONS

• "Authorised Users" means the Client's employees and contractors who are authorised by the Client to access the Services under the Client's account.
• "Client Data" means all data, documents, and content submitted to the Services by or on behalf of the Client, including personal data of third parties processed as part of KYC workflows.
• "Documentation" means any technical or operational documentation relating to the Services made available by KYC Genie.
• "Order Form" means a written or electronic subscription order agreed between the parties specifying the Services, subscription term, and fees.
• "Services" means the KYC Genie web-based platform and any associated services described in an Order Form, including workflow management, AML screening, identity verification, AI document analysis, and API access.
• "Subscription Term" means the period during which the Client is authorised to use the Services as specified in the Order Form.

2. ACCESS TO THE SERVICES

2.1 Licence Grant

Subject to the Client's compliance with these Terms and timely payment of all fees, KYC Genie grants the Client a non-exclusive, non-transferable, non-sublicensable licence to access and use the Services during the Subscription Term solely for the Client's internal business purposes.

2.2 Authorised Users

The Client is responsible for all Authorised Users' access to and use of the Services. The Client must ensure that Authorised Users comply with these Terms and keep their login credentials confidential. The Client must notify KYC Genie promptly if it becomes aware of any unauthorised access.

2.3 Restrictions

The Client must not, and must ensure Authorised Users do not:

• Sublicense, resell, or otherwise make the Services available to any third party without KYC Genie's prior written consent
• Reverse engineer, decompile, disassemble, or attempt to extract the source code or underlying models of the Services
• Use the Services to develop a competing product or service
• Circumvent, disable, or interfere with any security or access control features of the Services
• Use automated means to extract, scrape, or systematically harvest data from the Services other than through KYC Genie's published API
• Remove or obscure any proprietary notices in the Services

3. SUBSCRIPTION AND PAYMENT

3.1 Subscription

Access to the Services is available on an annual subscription basis, as set out in the applicable Order Form. Pricing, credit allocations, and any additional terms specific to the Client's subscription are agreed in the Order Form.

3.2 Fees and Invoicing

KYC Genie will issue invoices in accordance with the Order Form. Invoices are due and payable within 14 days of the invoice date. All fees are exclusive of applicable taxes, which the Client is responsible for paying.

3.3 Late Payment

If any undisputed invoice remains unpaid after the due date, KYC Genie may suspend the Client's access to the Services until all outstanding amounts are paid in full. KYC Genie will provide reasonable prior notice before suspending access. KYC Genie may also charge statutory interest on overdue amounts at the rate applicable under applicable law.

3.4 Price Changes

KYC Genie may change subscription fees on renewal. KYC Genie will give the Client at least 30 days' written notice of any fee increase before the start of the next Subscription Term. Fee changes do not apply during a current Subscription Term.

3.5 Auto-renewal

Unless either party gives written notice of non-renewal at least 60 days before the end of the then-current Subscription Term, the subscription will automatically renew for a further twelve-month term at the prevailing rates.

3.6 No Refunds

All fees paid are non-refundable except where expressly required by applicable law. Termination of the subscription before the end of a Subscription Term does not entitle the Client to any refund of pre-paid fees.

4. ACCEPTABLE USE

4.1 Permitted Use

The Services are designed to support the Client in conducting know-your-customer (KYC), anti-money laundering (AML), and related due diligence processes in connection with the Client's own legitimate business relationships. The Client is solely responsible for ensuring its use of the Services complies with applicable law.

4.2 Prohibited Use

The Client must not use the Services:

• For any purpose that is unlawful or that violates any applicable regulation, including AML, sanctions, or data protection laws
• If the Client or any of its beneficial owners are themselves subject to active sanctions administered by the United Nations, European Union, United Kingdom, or United States
• To conduct KYC screening on entities that the Client has reasonable grounds to believe are engaged in financial crime, money laundering, terrorist financing, or sanctions evasion
• To process personal data of individuals in ways that exceed or are inconsistent with the KYC and due diligence purposes described in the Data Processing Agreement
• In jurisdictions that are subject to comprehensive trade or financial sanctions programmes where providing such services is prohibited
• To resell, white-label, or offer the platform's KYC and screening outputs as a bureau or third-party service to the Client's own clients, without KYC Genie's prior written consent
• In any way that could damage, overburden, or impair the Services or interfere with other clients' use of the platform

4.3 Responsibility for Use

KYC Genie provides tools and information to assist the Client's due diligence processes. All KYC decisions, risk assessments, and compliance determinations are made by the Client. KYC Genie does not provide legal, financial, or regulatory advice, and use of the Services does not in itself satisfy any regulatory obligation.

5. CLIENT DATA

5.1 Ownership

As between the parties, all Client Data — including KYC questionnaire responses, uploaded documents, screening results, and due diligence reports generated through the Client's use of the Services — is and remains the property of the Client. KYC Genie acquires no ownership interest in Client Data.

5.2 Licence to KYC Genie

The Client grants KYC Genie a limited, non-exclusive licence to access and process Client Data solely to the extent necessary to provide the Services, fulfil obligations under the Data Processing Agreement, and comply with applicable law.

5.3 Data Processing

To the extent the Services involve the processing of personal data on behalf of the Client, the parties' respective obligations are governed by the Data Processing Agreement, which is incorporated into these Terms by reference.

5.4 Client Responsibility for Data

The Client is responsible for ensuring that it has all necessary rights, consents, and legal bases to submit Client Data to the Services and to instruct KYC Genie to process it. KYC Genie is not responsible for the accuracy, completeness, or legality of Client Data.

5.5 Aggregate and Anonymised Data

KYC Genie may use aggregated, anonymised, and de-identified data derived from use of the Services (using appropriate technical methods designed to minimise re-identification risk) for product improvement, benchmarking, and security purposes.

6. INTELLECTUAL PROPERTY

6.1 KYC Genie IP

All intellectual property rights in the Services, the platform software, AI models, algorithms, Documentation, and any improvements or derivative works thereof are and remain the exclusive property of KYC Genie (or its licensors). These Terms do not grant the Client any rights in KYC Genie IP other than the limited access licence in clause 2.1.

6.2 Feedback

If the Client provides feedback, suggestions, or ideas regarding the Services, KYC Genie may use that feedback without restriction or obligation to the Client.

7. CONFIDENTIALITY

7.1 Obligations

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Each Receiving Party shall use Confidential Information only for the purposes of exercising its rights or fulfilling its obligations under these Terms, and shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted below.

7.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

7.3 Permitted Disclosures

Each party may disclose Confidential Information to its employees, contractors, and professional advisers on a need-to-know basis, subject to equivalent confidentiality obligations, and may disclose Confidential Information as required by law or court order, provided it gives the Disclosing Party prompt written notice where lawfully permitted to do so.

7.4 Survival

Confidentiality obligations survive termination of these Terms for five years. Obligations with respect to information that constitutes a trade secret survive for as long as the information remains a trade secret under applicable law.

8. AVAILABILITY

8.1 Availability Target

KYC Genie shall make the Services available with an uptime of at least 99.5% in any calendar month, measured on a twenty-four-hour, seven-days-a-week basis and excluding scheduled maintenance periods.

8.2 Scheduled Maintenance

KYC Genie will provide at least 48 hours' advance notice of scheduled maintenance that is reasonably expected to affect availability. KYC Genie will endeavour to schedule maintenance during periods of low usage.

8.3 Service Credits

If the Services fail to meet the 99.5% monthly availability target in any calendar month (excluding scheduled maintenance and circumstances beyond KYC Genie's reasonable control), the Client may request a service credit equal to 10% of the monthly equivalent of the annual subscription fee for each complete percentage point of availability below 99.5% in that calendar month, subject to a maximum credit of the total monthly equivalent annual subscription fee for that month. Service credits will be applied against the Client's next invoice and are the Client's sole and exclusive remedy for availability shortfalls.

8.4 Exclusions

The availability target does not apply to, and KYC Genie is not responsible for, unavailability caused by: (a) factors outside KYC Genie's reasonable control, including force majeure events or failures of third-party infrastructure; (b) the Client's or Authorised Users' acts or omissions; (c) third-party integrations not operated by KYC Genie; or (d) scheduled maintenance notified in accordance with clause 8.2.

9. WARRANTIES AND DISCLAIMERS

9.1 KYC Genie Warranties

KYC Genie warrants that: (a) it has the right to enter into these Terms and grant the licences herein; (b) the Services will perform materially in accordance with the Documentation; and (c) it will provide the Services with reasonable skill and care.

9.2 Client Warranties

The Client warrants that: (a) it has the authority to enter into these Terms; (b) it will use the Services in compliance with these Terms and applicable law; and (c) the submission and processing of Client Data does not violate any applicable law or third-party rights.

9.3 Disclaimer

Except as expressly stated in these Terms, the Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, KYC Genie disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

The Services provide information and tooling to assist the Client's KYC and due diligence processes. KYC Genie does not warrant that screening results are complete or accurate, as those results depend in part on data held by third-party screening and verification providers that are outside KYC Genie's control. The Client is solely responsible for its own compliance determinations, and use of the Services does not in itself satisfy any regulatory obligation.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Loss

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business, data, or goodwill, arising out of or in connection with these Terms or the Services, even if advised of the possibility of such damages.

10.2 Aggregate Cap

Each party's total aggregate liability to the other under or in connection with these Terms (whether in contract, tort including negligence, or otherwise) shall not exceed the total fees paid or payable by the Client to KYC Genie in the twelve months immediately preceding the event giving rise to the claim.

10.3 Exceptions

Nothing in these Terms limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter that cannot lawfully be limited or excluded under applicable law.

11. INDEMNIFICATION

The Client shall indemnify, defend, and hold harmless KYC Genie and its officers, employees, and contractors from and against any third-party claims, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising from: (a) the Client's or any Authorised User's breach of these Terms; (b) the Client's violation of applicable law in connection with its use of the Services; or (c) any third-party claim that Client Data infringes a third party's rights or violates applicable data protection law.

12. TERM AND TERMINATION

12.1 Term

These Terms take effect when the Client first accesses the Services or executes an Order Form, whichever is earlier, and continue for the Subscription Term and any renewals thereof.

12.2 Termination for Cause

Either party may terminate these Terms immediately on written notice if the other party: (a) materially breaches these Terms and fails to cure that breach within 30 days of written notice; or (b) becomes insolvent, enters administration or liquidation, or makes a general assignment for the benefit of its creditors.

12.3 Termination for Convenience

The Client may terminate these Terms at any time on written notice to KYC Genie. Termination for convenience does not entitle the Client to any refund of pre-paid subscription fees.

12.4 Effect of Termination

On termination:

• All licences granted to the Client under these Terms cease immediately
• Each party must return or destroy the other party's Confidential Information and any KYC Genie documentation in the Client's possession (other than as required by applicable law)
• The Client may export its data from the platform for up to 30 days following termination (subject to clause 10 of the Data Processing Agreement)

12.5 Survival

Clauses 5.1, 6.1, 7, 10, 11, 12.4 (data export right), 14, and 15 survive termination of these Terms.

13. CHANGES TO THE SERVICES AND TERMS

13.1 Changes to Terms

KYC Genie may update these Terms from time to time. For material changes, KYC Genie will provide at least 30 days' prior written notice (by email to the account's registered address or by notice within the platform). Continued use of the Services after the notice period constitutes acceptance of the updated Terms. Where a signed Order Form is in place, changes to these Terms that would directly conflict with express terms of that Order Form require mutual written agreement.

13.2 Changes to Services

KYC Genie may update, enhance, or modify the Services from time to time, including discontinuing features with reasonable notice. KYC Genie will not make changes that materially reduce the core functionality of the Services during a current Subscription Term without the Client's agreement.

14. GOVERNING LAW AND DISPUTES

14.1 Governing Law

These Terms are governed by English law. Each party irrevocably submits to the non-exclusive jurisdiction of the English courts in relation to any dispute arising from or in connection with these Terms. Nothing in this clause limits the right of either party to seek urgent interim relief in any competent jurisdiction.

14.2 UAE-established Clients

Where the Client is established in the United Arab Emirates, either party may elect in writing to resolve disputes under UAE law in the courts of the UAE, in lieu of the English courts set out in clause 14.1.

14.3 Informal Resolution

Before initiating formal legal proceedings, each party agrees to first attempt to resolve the dispute informally by notifying the other party in writing and engaging in good-faith discussions for a period of 30 days.

15. GENERAL

15.1 Entire Agreement

These Terms, together with any executed Order Form, the Data Processing Agreement, and the Privacy Notice, constitute the entire agreement between the parties relating to the Services and supersede all prior or contemporaneous agreements, representations, or understandings on the same subject matter.

15.2 Precedence

In the event of conflict between these Terms and an Order Form, the Order Form shall prevail. The Data Processing Agreement prevails over these Terms to the extent of any conflict relating to the processing of personal data.

15.3 Assignment

The Client may not assign or transfer any of its rights or obligations under these Terms without KYC Genie's prior written consent. KYC Genie may freely assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its business. Any purported assignment in breach of this clause is void.

15.4 Severability

If any provision of these Terms is found by a competent court to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.5 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

15.6 Force Majeure

Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure results from events beyond its reasonable control, including governmental actions, war, civil unrest, pandemic, or internet infrastructure failures. The affected party shall notify the other promptly and take reasonable steps to mitigate the impact.

15.7 Notices

Notices under these Terms shall be in writing and delivered by email to the address specified in the Order Form or to [email protected] for notices to KYC Genie. Notices sent by email are effective on the next business day after sending.

15.8 No Partnership

Nothing in these Terms creates any partnership, agency, employment, or joint venture relationship between the parties.

For enquiries about these Terms, contact [email protected].