Legal

Terms of service

Version [1.0], effective [date].

1. Who we are and what these terms cover

Policy365 Sanctions Screening (the "service") is provided by [Company name], a company registered in [England and Wales] with company number [Company number], whose registered office is at [Registered address] ("we", "us"). You can reach us at [Contact email].

These terms apply between us and the business that opens an account (the "customer", "you"). The service is for businesses only, not for consumers. By starting a trial or using the service you accept these terms on behalf of your business, and confirm you have authority to do so.

2. The service

The service is an API and a website that:

• screens names of people and companies against the UK Sanctions List (published by the FCDO), the EU's consolidated list of persons, groups and entities subject to EU financial sanctions (published by the European Commission), the UN Security Council Consolidated List and the Consolidated Canadian Autonomous Sanctions List;
• looks up UK companies at Companies House, and screens their officers and persons with significant control;
• optionally checks officers against Companies House's register of disqualified directors; and
• keeps a record of each screening, which you can retrieve.

How the service works is described in the API documentation, which forms part of these terms.

3. The service screens; it does not decide

• A result of clear, review or match is the outcome of an automated comparison of names (and, where given, birth dates) with the lists. It is not legal advice and not a determination that anyone is or is not a designated person.
• A review or match is for your own compliance judgement. Deciding what to do, including whether to report to OFSI or any other authority, freeze funds or decline business, is your responsibility.
• A clear result means only that nothing on the lists, as we last fetched them, resembled the name closely enough to flag. Name matching can miss a listed person who uses a name or spelling the lists do not record, and can flag someone who is not listed.
• We fetch each list from its publisher daily and Companies House data when you ask. We do not warrant that the lists or Companies House data are complete, accurate or current beyond what their publishers make available at the time we fetch them. The service does not cover lists we do not load (for example the EU's or the United States' OFAC lists).

4. Availability and "not screened" answers

• We aim to keep the service available at all times but do not guarantee it will be uninterrupted. [Any service level: confirm, or state none.]
• The service fails closed. If any list has not been fetched successfully for 48 hours, if Companies House cannot answer a request that needs it, or if a screening cannot be recorded, the service answers that the request was not screened, rather than giving a result. You must treat any answer other than a successful one as not screened, and have your own process for that case.
• We may suspend the service for maintenance, security or legal reasons, giving notice where we reasonably can.

5. Your responsibilities

• Use the service lawfully, and only for screening in connection with your own business or that of clients you act for.
• Have a lawful basis for sending us the names and dates of birth you screen, and give any notices to those people that the law requires of you.
• Keep your API keys secret. Do not put them in code that others can read, in web pages or in shared documents. You are responsible for calls made with your keys until you revoke them. Revoke a key at once from your account page if you think it has been exposed, and tell us.
• Keep your own compliance obligations. The service is a tool to help you meet your sanctions screening obligations; it does not meet them for you, and it does not replace your own policies, controls and record-keeping.
• Keep your own copy of any record you need for longer than we keep it. We keep each screening record, and each results file, for six years from the date of the screening, then delete it. Your own duty to keep records may run longer, for example five years from the end of your relationship with a customer under the Money Laundering Regulations 2017. Download the printable record or the results file and keep it with your own files; its verification code can be checked at /verify for as long as we hold it.
• Keep your account contact details up to date.

6. Acceptable use

You must not:

• resell, republish or redistribute the list data or Companies House data obtained through the service as a list, database or competing screening service;
• scrape the service, or call it to reconstruct the lists or any substantial part of them;
• try to get around rate limits, the trial allowance, billing or access controls, including by opening several accounts or sharing keys between businesses;
• probe, test or attack the service's security, or interfere with its working or with other customers' use of it; or
• use the service in breach of any law, including sanctions, data protection and anti-money-laundering law.

Each account has a rate limit (by default 120 calls a minute). We may change it on notice, or agree a higher one with you.

7. Prices, trial and billing

• Prices. 10p for each name screened (any person or company, including those added from Companies House), and 10p for each officer checked against the disqualified directors register. Company searches and lookups, company checks by name that are ambiguous or not found, and failed calls are free. Prices are set out on the pricing section of this site and in the documentation.
• VAT. Prices exclude VAT, which is added at the prevailing rate.
• Free trial. A new account has a 14-day free trial. A payment card is taken at sign-up; nothing is charged during the trial. The trial is limited to 500 units (names screened plus disqualification checks); once they are used, chargeable calls are refused until the trial ends. Unless you cancel before the trial ends, billing starts automatically when it ends.
• Billing. Usage is billed monthly in arrears through our payment provider, Stripe, to the card or payment method on your account. Our record of usage is the basis of the charge; each charge can be traced to the screening it bills, and you may ask us for a statement.
• Late or failed payment. If a payment fails and is not put right within [14] days, we may suspend your keys until it is.
• Price changes. We may change prices by giving at least [30] days' notice by email. The new prices apply to usage after the change.
• Disputes about a charge. Tell us within [60] days of the invoice. Where a charge was made in error (for example a screening sent twice by mistake), we will reverse it.

8. Cancellation

You may cancel at any time through the billing portal reached from your account page. Cancelling ends the subscription [at once / at the end of the current billing period: confirm]. Usage up to the time of cancellation is billed in the usual way. There is no minimum term and no cancellation fee.

9. Data sources and attribution

• The UK Sanctions List and Companies House data contain public sector information licensed under the Open Government Licence v3.0.
• The EU's consolidated financial sanctions list is © European Union, published by the European Commission, and reused under Commission Decision 2011/833/EU on the reuse of Commission documents.
• The UN Security Council Consolidated List is published by the United Nations. The Consolidated Canadian Autonomous Sanctions List is published by Global Affairs Canada. [Confirm the reuse terms for each.]
• We are not affiliated with or endorsed by the FCDO, Companies House, the European Commission, the United Nations or Global Affairs Canada.

10. Personal data

How we handle personal data, including the names and dates of birth you send us, is set out in our privacy notice. Where we process personal data on your behalf as a processor, the data processing terms in [Schedule 1 / the data processing addendum: to be added] apply.

11. Our liability

• Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
• We are not liable for decisions you make on the basis of a result, for a listed person the service did not flag, or for a person flagged who is not listed, except to the extent caused by our failure to provide the service as described in the documentation.
• We are not liable for loss of profit, revenue, business or goodwill, for any fine or penalty imposed on you, or for any indirect or consequential loss.
• Our total liability to you in any 12-month period, however arising, is limited to [the greater of £[amount] and the fees you paid us in that period: confirm].
• The service is provided on the basis described in these terms. All other warranties and conditions, express or implied, are excluded to the extent the law allows.

12. Changes to these terms

We may change these terms. We will email the account contact at least [30] days before a change that is to your disadvantage takes effect, and publish the new version here with its date. If you do not accept a change, you may cancel before it takes effect. Continuing to use the service after that date is acceptance.

13. Suspension and termination

• We may suspend or close an account at once if it is used in breach of section 6, if payment is not made (section 7), if a key appears to have been compromised, or if the law requires it.
• Either of us may end the agreement on notice: you by cancelling (section 8), we by giving [30] days' notice by email.
• On termination your keys stop working. Usage up to then is billed. We keep screening records for the retention period in our privacy notice, and can give you a copy of your records on request before then.
• Sections 3, 9, 11 and 14 survive termination.

14. General

• These terms, with the documentation and privacy notice they refer to, are the whole agreement between us about the service.
• Neither of us is liable for delay or failure caused by events beyond reasonable control, including the failure of a list publisher or Companies House.
• You may not transfer your rights under these terms without our consent. We may transfer ours to a successor to the service, with notice.
• Notices to you go to the account's contact email; notices to us go to [Contact email].
• No one other than you and us has rights under these terms.
• [Governing law: England and Wales — confirm]. The courts of [England and Wales] have exclusive jurisdiction.