Spotlite Business Services Ltd
Client Terms and Conditions

Effective September 2022

1. Introduction

1.1. These Terms and Conditions (the “Terms”) govern the supply of compliance and due diligence Software and Services from Spotlite Business Services Ltd (hereafter “SBS” and/or “we/us/our”) to you, our client (the “Client” or “you”/. To be a Client of SBS you need to be a legal entity within the UK.

2. Definitions

2.1. “Agent” is a Spotlite user who is acting on your behalf – the Client. Agents have access to both the Spotlite apps and the Client Portal according to your Annual Subscriptions;

2.2. “Applicant” is a Spotlite user who is the subject of our Service. Applicants have access to both the Spotlite apps and the Applicant portal according to the Services included in the Service Packs purchased by you;

2.3. “Applicant Certificate” documentary evidence available to the Client once our compliance and due diligence Service has completed for that Applicant;

2.4. “Applicant/Agent Privacy Notice” can be located via both the website and app.

2.5 “Application Referral” any application data or documents that may indicate identity theft risk, contain material inconsistencies or have been investigated as potential fraud, are recorded by SBS as an Application Referral;

2.6. “Annual Subscription” is the business model we use for you to buy access to our Software and Services. The monthly, annual or credits purchase subscriptions are, services and user based, to define the scope and purpose of the subscription. You can have more than one subscription running concurrently for different Service Packs. You can also have different Subscriptions to control Agent access to different levels of functionality within the same Service Pack;

2.7. “Certificate” is documentary evidence available to you once our compliance and due diligence Service has completed for that Applicant;

2.8. “Charges” are the fees you incur for the use of our Services. These Charges are paid for through the expenditure of credits;

2.9. “Client” is you, the legal entity contracting to open a SBS business account for the purposes of buying Credits for our Services;

2.10. “Business Account” the ledger of Annual Subscriptions, Credits and Charges paid by you for the use of our Services;

2.11. “Confidential Information” The Information and any and all information relating to the trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists, market opportunities, transactions, affairs and/or business of the parties and/or to their customers, suppliers, clients or group companies in or on any medium or format;

2.12. “Control Standards” these are the itemised checks that are available and can be applied to an applicant for compliance and risk assessment purposes, the Control Standards that are applied to an Applicant are also listed in the Certificate;

2.13. “Credits” are how you pay the Charges for our Services. Credits are a commitment by you to buy a volume of our Services, adhoc and pay as you go or within the Annual Subscription period. Buying Credits in volume allows us to offer discounts based on the number of Credits purchased;

2.14. “Data Controller” The data controller determines the purposes for which and the means by which personal data is processed;

2.15. “Data Processor” an organisation who processes personal data on behalf of the Data Controller;

2.16. “DPA” The UK’s Data Protection Act 2018 and Regulation (EU) 2016/679 of the European Parliament and the Council of 27th April 2016 (GDPR) or any subordinate legislation having effect in England;

2.17. “Intellectual property rights” or “IPR” means patents, inventions (whether patentable or not), trademarks, copyrights, service marks, logos, trade names, domain names, database rights, design rights, rights in know-how, confidential information, trade secrets, moral rights and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered;

2.18. “Jurisdiction of Operation” the Services can be configured to support and operate in multiple countries and jurisdictions but unless itemised in the schedule this means United Kingdom;

2.19. “Service” means the activities we perform and/or sub-contract to meet the compliance and due diligence Control Standards associated with a Service. You can view the Control Standards which support each Service within the Spotlite app settings menu;

2.20. “Service Pack” is a collection of Services within Spotlite that are available across different Jurisdictions of Operation and Lines of Business;

2.21. “Spotlite” is the name of the proprietary Software developed by CDD Services Ltd and licenced to SBS to support our management services;

2.22. “Software” means Spotlite and all other software programs distributed, published or otherwise made available by SBS and its affiliates, including any updates or upgrades;

3. SBS Business Accounts, Annual Subscriptions and Credits

3.1. When you register with SBS you will be asked to pay an Annual Subscription and open a SBS Business Account. If credits are not included in your Annual Subscription, you will also have to purchase Credits; Credit bundles and any ‘add-ons’ as may be made available from time to time.

3.2. Before paying for your Annual Subscription and Credits, you will be asked to agree these Terms and Conditions. Once your Annual Subscription payment has been received, you will have entered into a contractual relationship with SBS and you will be able to operate the Spotlite app immediately (subject to clause 3.3 below). The term of the contract will finish when your SBS Business Account is closed. You may close your SBS Business Account at any time after the first 12 months of operation.

3.3. Before your account is fully activated, we will complete our due diligence checks and verify your registration with the Information Commissioners Office. If we can’t verify your registration with the ICO within 30 days of your registration, then we reserve the right to close your SBS Business Account and refund your unused subscription and credits.

3.4. Once your SBS Business Account is open, you will be able to purchase additional Service Packs and Credits. Discounts are applied depending on the number of Credits you purchase. Unused Credits rollover from one Annual Subscription period to another, however when the Annual Subscription expires, any unused Credits will expire as well.

3.5. Your Annual Subscription may renew by agreement between the parties upon the anniversary of your first Annual Subscription.
On renewal your Annual Subscription fee may be subject to annual adjustment in line the Consumer Price Index Housing of the Office for National Statistics Housing (UK) (the “CPIH”) to be calculated as the annual increase in the UK CPIH and as published by the UK Office for National Statistics. We will send you the Annual Subscription fee at least 30 days prior to the renewal.

3.6. If at any time it is found that you have breached any of these Terms or we have a justifiable reason to suspect you or your Agents are abusing our services for criminal intent, any wrongdoing or any other conduct we deem judging reasonably and objectively inappropriate, we may terminate your SBS Business Account. In the event of termination under these circumstances you may be prevented from using the Spotlite Software and our Services immediately.

3.7. In the event of termination for whatever reason, the Annual Subscription may not be refundable. Similarly, any unspent Credits at the time of termination may not be refundable.

Managing Your Agents

3.8. You are the administrator of your SBS Business Account. You may create, amend or remove your Agent’s user accounts according to the commercial terms of your Annual Subscription.

3.9. We will require some personal data about your Agents to validate their Agent user accounts. The details we require include their name, mobile number and email. You may additionally store further Agent details such as a selfie, Photo ID, home address and personal contact details. You must obtain informed consent from your Agents before registering and storing their details with us. For more information see our Agent Privacy Policy.

3.10. You are solely accountable for the activities of all Agents registered within your SBS Business Account.

4. Services and Charges

4.1. Services are made available to your Agents via Service Packs. Services and Service Packs maybe pre-configured by us or customised by you depending on the terms of your Annual Subscription.

4.2. Charges are applied to your SBS Business Account when one of your Agents initiates a Service. If the Agent cancels the Service part way through the process, you will only be charged for the Control Standards applied up to the point of cancellation. SMS text messages related to a cancelled Service are charged at 0.2 of a credit. A summary of purchases and charges incurred is available from your Account tab within your Client Portal.

4.3. Where we conduct due diligence checks on an Applicant, we only store the Applicant’s Certificate for 30 days after the completion of Service. You must download the Applicant’s Certificate to your own systems within this time unless you have purchased additional storage as part of your Annual Subscription. Once the Certificate has been removed from our systems, we only retain third-party references as an audit trail for both you and the third-parties concerned. You can access copies of the Certificates while they are available via your tasks function in the Client Portal.

4.4. We reserve the right to revise our Service Packs, Subscriptions and Charges from time to time. Your Charges will be fixed for the current Subscription and we will notify you of any revision of our charges one calendar month prior to your renewal.

4.5. Pay as you go billing requires credits being purchased in advance so there are sufficient credits available on account to cover the Services requested. Credits can be purchased adhoc via the Client portal or as bundles of credits for anticipated usage.

Monthly subscription billing is invoiced as an annual amount upon signature and at the anniversary of the live date. You shall pay the Fees and Charges to us within 30 days of receipt of a correct and approved invoice (the “Due Date”). Such invoice shall include the Client’s purchase order number. If we don’t receive such payment by the due date, we shall notify you in writing that the invoice remains outstanding. If an undisputed invoice is not paid within 10 business days of such notice, we may charge you interest on a yearly basis on such due amounts at an annual rate equal to 1.5% over the Bank of England rate, commencing on the Due Date and continuing until paid in full.

5. Data Protection

5.1. Terms defined in the DPA shall have the same meanings given to them in the DPA.

 5.2. For data protection purposes, both parties acknowledge and agree that the client and SBS will operate as independent controllers.

6. Your Content

6.1. You will retain all Intellectual Property Rights to the content you input, submit and send through our Software and Services. You agree to grant SBS a revocable, worldwide, non-exclusive and royalty-free licence to analyse, reproduce, adapt, modify and translate the content you submit for the purposes of conducting Control Standard checks for the Service requested by your Agent or to report to the authorities suspicious or unusual behaviour that may indicate criminal activity or any other wrong doing.

6.2. In addition, you agree that these Terms include the right to make this content available to our third-party suppliers to perform, either automatically or manually, the Control Standard checks for the Service requested by you. These third-party suppliers may be outside of the jurisdiction of the UK, EU or EEA.
6.3. Unless otherwise stated, we store your data and your Applicant’s data on Microsoft Azure Cloud Service Platforms physically located in the UK. We shall advise you in writing prior to making any changes if we decide to store your data with another service provider.

7. Our Licensing of Software and Services

We grant you a worldwide, non-assignable, non-exclusive, revocable and non-sublicensable licence to use our Software and Services for the period of the Annual Software Licence, under these conditions:

7.1. You may only use the licensed Software and Services for the purposes permitted by each Service Pack you have selected.

7.2. You acknowledge that SBS, its parent CDD Services Ltd and its third-party suppliers, own all intellectual property rights that subsist within the Software and Services.

7.3. You must not copy, reproduce, incorporate, issue to the public, store, adapt, modify, transmit, decompile, reverse engineer, distribute or create any derivative work from the Software other than permitted in these Terms.

In case of a breach (alleged or actual) of third-party Intellectual Property Rights, we shall defend, indemnify and hold you harmless together with your officers, directors and employees including against all claim, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Software and or Services. We shall further indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that you:

have given us a prompt notice of any such claim;

provide us with reasonable co-operation in the defence and settlement of such claim, at our expense; and give us sole authority to defend or settle the claim.

In the defence or settlement of any claim, we shall use all reasonable endeavours to procure the right for you to continue using the Services and or Software, replace or modify the same so that they become non-infringing or, if such remedies are not reasonably available, the parties may agree to terminate this Agreement and we shall reimburse you for any prepaid fees or charges.

8. Third Party Data Providers and Service Providers

8.1. To support our Service Control Standards, we use third-party data providers and service providers across the globe. Some of these checks are automatic data provision; some are manual processes.

8.2. Where such third-party Terms and Conditions exist, these are notified to you as part of the support information related to a Service’s Control Standard. You will find this information in your Client Portal under the account tab. This information is also available in the Spotlite app in ‘Your Settings’ under the heading ‘Control Standards for [the Service in question]’. In addition, this information is also available to the Agent and Applicant at the start of the screening process within the ‘View Control Standards’ button displayed as part of the Privacy Policy link within the Spotlite app.

8.3. In most cases third-party charges are incorporated within our Service Charges or are listed as optional and transparently priced. The exception to this is if you already have an account with the third-party concerned. In such circumstances, an agreement may be required between you and the third-party so that they will allow us to act as your agent and access their services on your behalf. These arrangements are outside of these Terms, however, in such circumstances, we will adjust our Charges accordingly.

9. Other General Terms of Use

9.1. You agree not to provide inaccurate, misleading or false information, or attempt to engage in impersonation, fraudulent or unlawful activity during your usage of our Software and Services.

9.2 You agree to support industry and government efforts to help monitor and prevent fraud by reporting to SBS any application data or related information that may indicate identity theft risk, contain material inconsistencies or have been investigated as potential fraud. We may record such suspicious data, documents or applications in our fraud incident log as an Application Referral.

9.3 You agree SBS shall be entitled to use and copy the Application Referral data for the purposes of analysing potential and actual fraud patterns, for matching against to help prevent further fraud, and for inclusion on local and national fraud databases or fraud signals data exchanges.

9.4. You agree not to attempt or engage in activity to circumvent our security system or attempt to access the business rules, configurations, source software or complied code.

9.5. You are responsible for your own data usage costs arising from the Software. We recommend that you connect to a Wi-Fi network when using the mobile applications.

9.6. You shall use reasonable endeavours to ensure that Agent and Applicant User Name and passwords are kept confidential. You are responsible for your account and its activity. If you discover your account has been used without your authorisation, or hacked, you must notify us promptly so we can suspend the Agent or Applicant account to avoid further misuse.

9.7. You acknowledge that SBS does not provide back-up or storage services, as part of the standard service offering, and that you are responsible for backing-up and storing any information you may need for your records in line with the Jurisdiction of Operation.

9.8. You agree to not knowingly upload content which contains software viruses or any other computer code, files or programs which aim to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment. In the event that you do, then you may be liable to us against any direct losses we suffer as a result of your conduct.

9.9. You acknowledge that there may be occasions were access to the Software may be unavailable or interrupted due to the conducting of updates or maintenance, or the lack of Wi-Fi access or data coverage.

10. Disclaimers

SBS provides Software and Services on an “as is” basis and to the extent permitted by law, grants no warranties of any kind, whether express, implied or otherwise, with respect to the application, including but not limited to, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose. Whilst SBS attempts to provide our best customer service, we do not warrant nor represent that:

10.1. The Software and Service will be uninterrupted, secure or error free;

10.2. Any defects or errors in the Software or Service will be corrected, or;

10.3. Any of the content or information you obtain on or through the Software or Service will be accurate.

11. Limitations and exclusions of liability

11.1. Under no circumstances shall SBS be liable for any direct, indirect, special, incidental or consequential damages of any description, whether arising out of warranty or other contract, tort, or otherwise, including without limitation, lost goodwill, loss of investment, other losses.

11.2. SBS will use all reasonable endeavours to ensure the quality of its Service but cannot be liable for the quality of the data provided by third parties. We are simply reporting what we have found about the Applicant from third-party sources. The degree of reliance you place on Software and the third-party data and services provided remains solely your decision and accountability.

12. Indemnity

You agree, to the extent permitted by law, to indemnify, defend, and hold SBS and our affiliates, directors, officers, employees, licensors and agents harmless, from and against any and all complaints, charges, claims, damages, losses, costs, liabilities and expenses (including legal fees) due to, arising out of, or in connection in any way to:

12.1 Any breach of our terms by you;

12.2 Any negligent acts or omissions committed by you;

12.3 Your access to or use of the Software and Services;

12.4 Your violation of any law or of any rights of any Third Party.

13. Rights of Third-Parties

The parties agree that a person who is not a party to this Agreement shall have no rights under the Contract (Rights of Third Parties) Act 1999.

14. Severability

If any provision of these Terms is found to be illegal or otherwise unenforceable, then that provision will be severed from these Terms and will not affect the validity and enforceability of any remaining provisions.

15. Waiver

Our failure to exercise or enforce any of our rights in these Terms does not waive our right to enforce such right.

16. Assignment

Neither party shall transfer or subcontract any of its rights and or obligations to another party without a prior written consent of the other party. Such consent not to be unreasonably withheld or delayed.

17. Entire agreement

These Terms and the Privacy Policy constitute the entire agreement between you and SBS and supersede any prior agreements or negotiations you may have had with SBS.

18. Changes to these Terms

We reserve the right to update or amend these Terms from time to time. We will notify you when an updated version of these Terms becomes available. If you do not agree to the updated Terms and Conditions, you may cease using our Software and Services and we shall reimburse you for any prepaid fees and charges. OR Any variations or amendments to this Agreement must be in writing and signed by each party’s duly authorised signatory.

19. Force Majeure

Neither party shall be liable to the other under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (save for its own workforce), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, provided that the other party is notified of such an event and its expected duration. Acts resulting from wilful act, neglect or failure to take reasonable precautions by a party shall not give rise to Force Majeure exclusion of liability for such party.

20. Law and Jurisdiction

The agreement between you and SBS will be governed by the laws of England and Wales. English courts will have exclusive jurisdiction in the event of a potential dispute.

21. Termination

Without affecting any other right or remedy available either party, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

the Client fails to pay any amount due under this Agreement on the Due Date for payment and remains in default not less than 30 days after being notified in writing to make such payment unless both parties are in dispute;

either party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

either party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.

22. Notices

Any notice given pursuant to this Agreement shall be in writing and delivered or sent by first class mail or secure email to the other party.

23. Our details

Spotlite Business Services Limited
Company registration number: 10036916
Heron House,
DiSH Manchester
47 Lloyd Street,
Manchester,
M2 5LE

[email protected]