Terms of Service
Last updated: 16 Sep 2026
Important Notice
These Terms of Service set out the legal agreement between you ("you", "your" or the Customer) and Deploi Technologies Limited, a company incorporated in England and Wales under company number 15530150, whose registered office is at 62 Bridge Street, Unit 4 -Watch this Space, Manchester M3 3BW ("we", "us", "our" or Deploi).
Deploi provides business-to-business screening, vetting, compliance, workforce and related technology services.
These Terms are intended for businesses and organisations. They are not intended for consumers acting wholly or mainly outside their trade, business, craft or profession.
The Deploi Services are provided in accordance with:
the applicable Customer Contract;
these Terms of Service;
the Data Protection Schedule;
any applicable Service Specification; and
any other document expressly incorporated into the Agreement,
together, the Agreement.
By entering into a Customer Contract, completing an applicable Sign Up Flow, placing an Order or otherwise using the Deploi Services, the Customer agrees to be bound by the Agreement and confirms that the person entering into it has authority to bind the Customer.
1. COMMENCEMENT AND TERM
1.1 Commencement
The Agreement commences on the Commencement Date specified in the applicable Customer Contract or Sign Up Flow.
1.2 Initial Term
The Agreement will continue for the Initial Term specified in the applicable Customer Contract or Sign Up Flow unless terminated earlier in accordance with the Agreement.
The duration of the Initial Term shall be as specified in the applicable Sign Up Flow Customer Contract.
1.3 Renewal
The applicable Customer Contract or Sign Up Flow may specify:
a. whether the Agreement automatically renews;
b. the duration of any Renewal Term; and
c. the notice period required to prevent renewal.
Following expiry of the Initial Term, this Agreement shall automatically renew for successive renewal terms equal in duration to the immediately preceding subscription term (each a "Renewal Term"), unless either party gives the other not less than 90 days' prior written notice of non-renewal before the expiry of the Initial Term or the then-current Renewal Term.
1.4 Additional Services
Additional Deploi Services ordered during a Term may, where specified in the Customer Contract or Sign Up Flow, align and co-terminate with the Customer's existing subscription.
2. DEPLOI SERVICES
2.1 Service Types
Deploi may provide one or more of the following:
2.1.1 Managed Screening Services
Screening, vetting, verification, investigation or compliance services performed by Deploi for or on behalf of the Customer.
2.1.2 Platform Services
Technology services through which the Customer performs or manages some or all of its own screening, vetting, verification, compliance or workforce processes.
2.1.3 Other Services
Other services agreed in a Customer Contract or applicable Service Specification.
2.2 Service Specifications
Individual Deploi Services may be subject to a Service Specification describing the scope, requirements, outcomes, charges, dependencies, limitations and responsibilities applicable to that Service.
2.3 Service Outcomes
Different Deploi Services may have different completion statuses or outcomes as described in the applicable Service Specification.
Unless expressly stated otherwise, a Service Outcome does not constitute a recommendation or decision by Deploi as to whether an Individual should be employed, engaged, retained, dismissed or deployed.
2.4 Screening and Hiring Responsibilities
Deploi is responsible for screening or compliance activities that it has expressly undertaken to perform under the Agreement.
The Customer remains responsible for recruitment, employment, engagement, deployment, retention and dismissal decisions relating to an Individual.
3. MANAGED SCREENING SERVICES
3.1 Standard of Service
Where Deploi provides Managed Screening Services, Deploi will use reasonable skill and care to perform the activities described in the applicable Service Specification.
3.2 Information Required
Deploi's ability to provide Managed Screening Services may depend upon information, evidence and cooperation supplied by the Customer, Individual or third parties.
The Customer must ensure that information it supplies is, to the best of its knowledge, complete and accurate.
3.3 Individual Participation
An Individual may be required to provide information, documents, evidence, clarification or other reasonable cooperation necessary for the applicable Service.
Deploi will not be responsible for delay or inability to complete a Service caused by an Individual's failure to provide required information or reasonable cooperation.
3.4 Sources
Deploi may use information provided by the Customer or Individual together with appropriate official, regulatory, third-party and other sources relevant to the applicable Service.
Deploi does not guarantee that information maintained by an independent third-party source is free from error.
3.5 Investigation of Information
Where information identified during a Managed Screening Service requires clarification or further investigation, Deploi may take reasonable steps to investigate or qualify that information before issuing the applicable Service Outcome.
Reports may identify information as disputed, incomplete, unverified or otherwise qualified where appropriate.
The Customer remains responsible for determining what employment or engagement decision to make having considered the resulting Report.
3.6 Unresolved Information
Where information cannot reasonably be verified or resolved, Deploi may identify it as unverified, unresolved, disputed, incomplete or otherwise qualified, as appropriate to the applicable Service.
The Customer remains responsible for determining what employment or engagement decision to make having considered the resulting Report.
4. PLATFORM SERVICES
4.1 Customer-Controlled Screening
Where the Customer uses Platform Services to perform or manage screening or compliance activities itself, the Customer remains responsible for those activities except to the extent Deploi has expressly undertaken responsibility for them as a Managed Screening Service.
This includes responsibility for the lawfulness and appropriateness of checks, review of relevant information and evidence, and employment or engagement decisions.
4.2 Platform Responsibility
Deploi will use reasonable skill and care in providing the Platform.
Deploi does not assume responsibility for screening or compliance activities performed by the Customer merely because those activities are conducted using the Platform.
4.3 Customer Configuration
The Customer is responsible for configurations, instructions and decisions that it controls through the Platform.
5. SCREENING LIFECYCLE, EXPIRY AND CANCELLATION
5.1 Screening Period
A screening request may remain active for the period specified in the applicable Service Specification or ordering process.
5.2 Expiry
Deploi may close or expire a screening request that has not progressed sufficiently within the applicable service period.
For Managed Screening Services, Deploi may extend that period where it reasonably considers an extension appropriate.
5.3 Customer Cancellation
A Customer may cancel a Deploi Service where cancellation is permitted by the applicable Service Specification, Customer Contract or ordering process.
Cancellation does not affect Charges already incurred or committed by Deploi.
5.4 Incomplete or Abandoned Screening
Where screening is cancelled, abandoned or otherwise not completed, Deploi may charge for work performed, costs incurred or Charges that became payable upon ordering.
Applicable charges and cancellation arrangements may be specified in the Customer Contract, pricing information, Service Specification or ordering process.
6. CUSTOMER AND INDIVIUAL OBLIGATIONS
6.1 Lawful Use
The Customer must use the Deploi Services only for lawful business purposes and in accordance with the Agreement. The Customer must ensure that it is lawfully entitled to request any screening, verification or other Deploi Service in respect of an Individual.
6.2 Information and Cooperation
The Customer must provide, and must ensure that information it supplies is, accurate and complete to the best of its knowledge, and must provide reasonable cooperation and information required for Deploi to provide the Deploi Services.
6.3 Permissions and Consents
The Customer is responsible for obtaining and maintaining any licences, permissions, notices, consents or other lawful basis required for its use of the Deploi Services and its instructions to Deploi.
6.4 Account Security
Customers and Individuals must keep their account credentials secure, must not permit unauthorised use of their accounts and must promptly notify Deploi of any actual or suspected unauthorised access to their account or the Platform.
6.5 Acceptable Use
Customers and Individuals must not, and Customers must not knowingly permit any person authorised to use the Deploi Services on their behalf to:
(a) Unauthorised Access.
access or attempt to access any account, system, network, data or functionality without authorisation, or use another person's credentials without permission;
(b) Scraping and Automated Extraction. scrape, crawl, harvest, systematically extract or otherwise collect data or content from the Platform by automated means, except through functionality or interfaces expressly provided or authorised by Deploi;
(c) Reverse Engineering. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying structure, algorithms or non-public functionality of the Platform, except to the extent such restriction is prohibited by applicable law;
(d) Malicious Code. introduce, transmit or distribute any virus, malware, malicious code or other material designed to damage, disrupt or adversely affect the Platform or any related system, network or data;
(e) Security Circumvention. bypass, disable, interfere with or attempt to circumvent any authentication, access control, security, usage restriction or other protective measure implemented by Deploi; or
(f) Third-Party Rights. use the Deploi Services in a manner that infringes or misappropriates any intellectual property, privacy, confidentiality or other rights of any third party.
6.6 Individual Information
Individuals must provide information that is accurate and complete to the best of their knowledge and must not knowingly provide false, misleading or fraudulent information or documentation through the Platform.
6.7 Responsibility for Users
The Customer is responsible for the use of the Deploi Services by its authorised users and for ensuring that those users comply with the applicable requirements of the Agreement.
7. REPORTS AND CUSTOMER RECORDS
7.1 Ownership
Deploi owns all Intellectual Property Rights in Reports generated through the Deploi Services.
Subject to the Customer complying with the Agreement and paying the applicable Charges, Deploi grants the Customer a non-exclusive, perpetual right to download, retain and use Reports made available to it for its lawful internal business, employment, compliance, audit and record-keeping purposes.
The provision or download of a Report does not transfer ownership of the Report or Deploi's underlying Intellectual Property Rights to the Customer.
7.2 Personal Data
Ownership of Intellectual Property Rights in a Report does not determine ownership of Personal Data and does not affect the rights or obligations of Deploi, the Customer or an Individual under applicable Data Protection Laws.
7.3 Retention by Customer
The Customer is responsible for downloading and retaining copies of Reports that it requires for its own employment, compliance, audit, legal or record-keeping purposes.
Deploi's provision of access to a Report through the Platform does not transfer responsibility to Deploi for maintaining the Customer's records on the Customer's behalf.
7.4 Deletion Requests
A Report made available to a Customer is separate from the Deploi Passport. The Customer's right to retain and use a Report does not give the Customer ownership of, or continuing access to, the Deploi Passport.
8. DEPLOI PASSPORT
8.1 Passport
Where applicable, Deploi may create and maintain a Deploi Passport in relation to an Individual.
The Deploi Passport is separate from a Report purchased by a Customer and does not become the property of that Customer.
8.2 Passport Information
Subject to applicable Data Protection Laws and the privacy information provided to the Individual, Deploi may maintain relevant screening and compliance information within the Deploi Passport.
Relevant information may, where lawful and permitted under the applicable Passport access arrangements, be used in connection with subsequent screening or compliance activity.
8.3 Customer Rights
A Customer only acquires rights in the Reports and information made available to it under the Agreement.
The Customer does not acquire ownership of the Deploi Passport, Deploi's technology or information generated for another Customer.
8.4 Access
Access to Passport information is limited to information that a Customer is entitled to receive in accordance with applicable law and Deploi's applicable access arrangements.
A Customer does not acquire an unrestricted right to historical information held by Deploi merely because an Individual has previously been screened through Deploi.
8.5 Individual Rights
Individuals may exercise applicable rights concerning their Personal Data in accordance with Data Protection Laws and Deploi's applicable privacy information.
This may include rights relating to access, correction, deletion and withdrawal of continuing access, where applicable.
8.6 Previously Disclosed Information
Withdrawal of access or deletion by Deploi does not:
a. retrospectively recall information already lawfully disclosed to a Customer;
b. automatically delete a Report independently retained by a Customer; or
c. require deletion of information that Deploi is lawfully required or entitled to retain.
8.7 Portability and Former Customers
Subject to applicable law and applicable access arrangements, relevant Passport information may be maintained or used in connection with subsequent screening or employment opportunities.
A former Customer does not acquire a right to prevent Deploi from lawfully maintaining or using Passport information merely because that Customer previously purchased screening relating to the Individual.
9. AUTOMATION AND ARTIFICIAL INTELLIGENCE
9.1 Automated Functionality
Deploi may use or provide automation, artificial intelligence, machine-learning and other technology in connection with the Deploi Services.
9.2 Use
Such functionality may assist with the performance, administration, review and management of screening and compliance processes.
9.3 Human Decision-Making
Automated or AI-enabled functionality does not replace the Customer's responsibility for recruitment, employment, engagement or deployment decisions.
Deploi does not authorise its automated or AI-enabled functionality to make a solely automated final hiring decision on behalf of the Customer.
9.4 Customer Review
The Customer must apply appropriate human review where required by applicable law and must not treat an automated output as a substitute for a decision or assessment that is required to be made by a person.
10. ADDITIONAL SERVICES
Deploi may make additional screening, compliance, monitoring or related services available from time to time.
An additional service only forms part of the Agreement where it is made available by Deploi and included in the applicable Customer Contract or Service Specification.
Nothing in these Terms requires Deploi to provide a service or functionality that has not been made available to the Customer
11. CHARGES AND PAYMENT
11.1 Charges
The Customer will pay the Charges specified in the applicable Customer Contract, pricing schedule, Service Specification or ordering process.
11.2 Invoicing
Unless otherwise agreed:
a. subscription Charges are invoiced in advance; and
b. usage-based Charges are invoiced in arrears or as otherwise specified for the applicable Service.
11.3 Payment Terms
Invoices are payable within 21 days of the invoice date, unless otherwise stated in the applicable Customer Contract.
11.4 Payment Method
The Customer must provide an approved payment method or purchase order information where reasonably required.
Where the Customer has authorised automatic collection by direct debit or another payment method, Deploi may collect Charges in accordance with that authorisation.
Where the Customer pays against invoice or purchase order, payment will be made in accordance with the applicable invoice terms.
11.5 Invoice Disputes
Where the Customer genuinely disputes part of an invoice, it must:
a. notify Deploi promptly;
b. provide reasonable details of the disputed amount and basis of dispute; and
c. pay all undisputed amounts when due.
Deploi will investigate genuine invoice disputes in good faith.
A dispute concerning part of an invoice does not entitle the Customer to withhold payment of undisputed amounts.
11.6 Overdue Charges
Where an undisputed amount is not paid when due, Deploi may:
a. charge interest at 4% per annum above the then-current Bank of England base rate, accruing daily from the due date until payment;
b. restrict or suspend some or all Deploi Services; and
c. exercise any other rights available under the Agreement.
Deploi may choose operationally to allow additional time for payment. Any such tolerance does not amend the Customer's payment obligations, create an entitlement to a grace period or prevent Deploi from enforcing its rights more strictly in future.
11.7 Suspension for Non-Payment
Deploi may suspend or restrict Services in respect of overdue undisputed Charges in accordance with clause 18.1.
Suspension does not affect the Customer's obligation to pay outstanding Charges or Deploi's right to terminate for continued non-payment under clause 19.2.
11.8 VAT
Charges are exclusive of VAT unless expressly stated otherwise.
VAT will be charged at the applicable rate.
12. CHANGES TO CHARGES
12.1 Subscription Charges
Unless otherwise stated in the Customer Contract, Deploi-controlled subscription Charges will remain fixed during the applicable committed Term.
Deploi may change subscription Charges for a Renewal Term by giving reasonable advance notice.
12.2 External Costs
Deploi may adjust usage-based or other Charges during a Term to reflect increases in third-party, government, regulatory or other external costs directly associated with providing the applicable Service.
Deploi will give reasonable advance notice where practicable.
Where an external cost change takes effect without sufficient advance notice to Deploi, Deploi will not be required to absorb the increase solely because advance notice to the Customer was not practicable.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 Deploi Intellectual Property
Deploi retains all right, title and interest in and to the Platform, Reports and the software, technology, automation, artificial intelligence, methodologies, workflows, templates, documentation, know-how and other Intellectual Property Rights used or generated in connection with the Deploi Services.
13.2 Reports
The Customer's rights to download, retain and use Reports are set out in clause 7.
No ownership of Intellectual Property Rights in a Report transfers to the Customer by reason of the Report being provided, downloaded, retained or used by the Customer.
13.3 Passport
The Customer does not acquire ownership of the Deploi Passport or the technology used to provide it.
13.4 Customer Materials
The Customer retains ownership of Intellectual Property Rights in materials supplied by it and grants Deploi the rights reasonably necessary to use those materials to perform the Agreement.
14. WARRANTIES
14.1 Customer Warranties
The Customer warrants that:
a. it has authority to enter into the Agreement;
b. it has lawful authority to request the Deploi Services it orders;
c. information it supplies is, to the best of its knowledge, accurate and complete;
d. it will provide applicable privacy information and obtain permissions required of it by law;
e. it will not request unlawful or inappropriate screening; and
f. its use of the Deploi Services will comply with applicable law.
14.2 Deploi Warranties
Deploi warrants that:
a. it has authority to enter into the Agreement; and
b. it will perform Managed Screening Services and other professional services with reasonable skill and care and in accordance with applicable Service Specifications.
14.3 Remedies
Where Deploi materially fails to perform a Deploi Service in accordance with clause 14.2, Deploi may, as appropriate:
a. investigate the issue;
b. correct the relevant output;
c. re-perform the affected Service; or
d. refund or credit the affected Charge.
This clause does not limit rights that cannot lawfully be excluded.
15. SERVICE LIMITATIONS
The Customer acknowledges that screening and verification may depend upon information supplied by Individuals, Customers, official bodies and third-party sources.
Deploi does not warrant that:
a. every underlying third-party source is free from error;
b. every relevant fact concerning an Individual is discoverable;
c. an Individual will continue to satisfy a requirement after a check has been completed;
d. a Service Outcome guarantees future conduct; or
e. a screening outcome determines whether an Individual is suitable for employment.
Nothing in this clause removes Deploi's obligation to perform Managed Screening Services with reasonable skill and care.
16. LIMITATION OF LIABILITY
16.1 Non-Excludable Liability
Nothing in the Agreement excludes or limits liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation; or
c. liability that cannot lawfully be excluded or limited.
16.2 Excluded Losses
Subject to clause 16.1, neither party will be liable for indirect or consequential loss or for loss of profit, revenue, business opportunity or goodwill.
16.3 General Liability Cap
Subject to clauses 16.1 and 16.4, each party's aggregate liability arising out of or in connection with the Agreement will not exceed 100% of the Charges paid or payable under the relevant Customer Contract during the 12 months immediately preceding the event giving rise to the claim.
Where the relevant Customer Contract has been in force for less than 12 months, the cap will be calculated by reference to Charges paid or payable during that shorter period.
16.4 Higher-Risk Liability Cap
Each party's aggregate liability arising from:
a. breach of confidentiality obligations;
b. breach of applicable Data Protection Laws for which that party is responsible;
c. Personal Data Breaches caused by that party; or
d. material breach of information-security obligations,
will not exceed 200% of the Charges paid or payable under the relevant Customer Contract during the 12 months immediately preceding the event giving rise to the claim.
The Customer Contract may expressly agree different liability caps.
16.5 Customer Decisions
Deploi will not be liable merely because the Customer makes an employment, recruitment, engagement, retention, dismissal or deployment decision based upon a Report, provided Deploi has properly performed the applicable Deploi Service.
Nothing in this clause excludes liability for Deploi's own failure to perform Managed Screening Services with reasonable skill and care.
17. INDEMNITIES
17.1 Responsibility
Each party is responsible for losses, liabilities, costs and claims arising from matters within its control and its own breach of the Agreement or applicable law.
17.2 Customer Indemnity
Subject to clause 16, the Customer will indemnify Deploi against third-party claims to the extent arising directly from:
a. an unlawful instruction given by the Customer;
b. screening requested by the Customer where the Customer was not lawfully entitled to request that screening;
c. the Customer's unlawful use or disclosure of a Report or Personal Data;
d. Customer Materials infringing a third party's Intellectual Property Rights; or
e. an employment, engagement or deployment decision made by the Customer, except to the extent the claim results from Deploi's breach of the Agreement or negligence.
17.3 Deploi Responsibility
Nothing in clause 17.2 transfers to the Customer responsibility for Deploi's own negligence, breach of the Agreement, unlawful Processing or failure to properly perform a Managed Screening Service.
17.4 Claims Procedure
A party seeking indemnification must:
a. notify the indemnifying party promptly after becoming aware of the relevant claim;
b. provide reasonable information and cooperation;
c. not make a material admission or settlement affecting the indemnifying party without reasonable consultation; and
d. where appropriate, allow the indemnifying party reasonable control over the defence or settlement of the claim.
Indemnities under the Agreement are subject to the applicable liability cap in clause 16 unless liability cannot lawfully be limited or the Customer Contract expressly provides otherwise.
18. SUSPENSION
18.1 Financial Suspension
Where an undisputed amount remains overdue, Deploi may suspend or restrict some or all Deploi Services.
Suspension does not waive or postpone the Customer's payment obligations and does not prevent Deploi from exercising its termination rights under clause 19.2.
18.2 Customer Breach or Risk
Deploi may suspend or restrict some or all Services where it reasonably believes that:
a. the Customer has materially breached the Agreement;
b. the Services are being used unlawfully or improperly;
c. account or Platform security has been compromised; or
d. continued use presents a material legal, security, data-protection or other risk to Deploi, an Individual or a third party.
18.3 Immediate Suspension
Deploi may suspend access immediately where reasonably necessary to protect security or Personal Data, prevent material harm, or comply with applicable law or a binding requirement of a competent authority.
18.4 Restoration
Where reasonably practicable, Deploi will notify the Customer of a suspension and restore appropriate access once the relevant issue has been resolved.
19. TERMINATION
19.1 Material Breach
Either party may terminate the Agreement by written notice where the other party commits a material breach which:
a. cannot be remedied; or
b. can be remedied but remains unremedied 30 days after written notice requiring remedy.
19.2 Non-Payment
Without affecting Deploi's right to suspend or restrict Services under clauses 11.7 and 18.1, Deploi may terminate the Agreement where an undisputed amount remains unpaid for at least 30 days after Deploi has given the Customer written notice requiring payment.
Any suspension of the Services before termination does not relieve the Customer of its obligation to pay Charges due under the Agreement.
19.3 Insolvency
Either party may terminate where the other becomes insolvent, enters administration, liquidation or an analogous insolvency process, subject to applicable law.
19.4 Effect of Termination
On termination or expiry:
a. outstanding undisputed Charges become payable;
b. Deploi may invoice Services performed but not yet invoiced;
c. Platform access may cease subject to clause 20;
d. Customer ownership of Reports already purchased is unaffected;
e. Deploi Passport information will be handled in accordance with applicable Data Protection Laws and Deploi's applicable privacy information; and
f. accrued rights and liabilities are unaffected.
20. EXIT AND DATA EXPORT
20.1 Customer Responsibility
The Customer is responsible for exporting and retaining Reports and other Customer records that it wishes or is required to retain.
20.2 Export Period
During the Term and for up to 30 days following termination or expiry, Deploi will make Customer data and purchased Reports that the Customer remains entitled to receive available for export.
Deploi may determine the reasonable technical method by which an export is provided.
20.3 End of Export Period
Following the 30-day period, Deploi may cease making the relevant Customer data and Reports available.
The Customer has no entitlement to continuous or indefinite Platform access following termination or expiry.
Deploi is not responsible for the Customer's failure to export records within the applicable export period.
20.4 Retention
Expiry of the Customer's export period does not require Deploi to delete information that it is lawfully required or entitled to retain.
Retention by Deploi does not create a continuing Customer right of access.
20.5 Transition Assistance
Additional transition or migration assistance may be provided under a separate agreement and may be chargeable.
21. DATA PROTECTION
21.1 Compliance with Data Protection Laws
Each party shall comply with its respective obligations under applicable Data Protection Laws in connection with the Deploi Services.
21.2 Customer as Controller
The Customer will generally act as Controller in respect of Personal Data Processed for its recruitment, screening, employment, workforce management and compliance purposes.
21.3 Deploi as Processor.
Where Deploi Processes Personal Data on behalf of the Customer as a Processor, including where applicable in providing Managed Screening Services, that Processing will be governed by Deploi's Data Processing Agreement ("DPA"), which is incorporated into and forms part of the Agreement.
21.4 Deploi as Controller
Where Deploi determines the purposes and means of Processing Personal Data for its own lawful purposes, Deploi will act as a Controller in respect of that Processing. This may include Processing associated with the Deploi Passport and Processing necessary for fraud prevention, security, legal claims and compliance with applicable law, as further described in Deploi's applicable privacy information.
21.5 Determination of Roles
Nothing in the Agreement determines the parties' roles under Data Protection Laws where those roles are determined by the factual circumstances of the relevant Processing.
22. CONFIDENTIALITY
Each party will keep the other party's Confidential Information confidential and use it only for purposes connected with the Agreement.
A party may disclose Confidential Information:
a. to personnel, professional advisers and contractors who need it for the Agreement and are subject to appropriate confidentiality obligations;
b. where required by law, court or competent authority; or
c. where otherwise permitted by the Agreement.
These obligations do not apply to information that:
a. is lawfully public through no breach of the Agreement;
b. was lawfully known to the receiving party before disclosure;
c. is independently developed without use of the Confidential Information; or
d. is lawfully received from a third party without confidentiality restriction.
23. INFORMATION SECURITY
Deploi will implement appropriate technical and organisational measures designed to protect the confidentiality, integrity and availability of the Platform and Relevant Personal Data, taking account of the nature and risks of the Processing.
The Customer is responsible for:
a. controlling its authorised users;
b. maintaining appropriate permissions;
c. protecting credentials and API keys;
d. promptly removing access for personnel who no longer require it; and
e. notifying Deploi of suspected unauthorised access.
Neither party may conduct penetration testing, vulnerability scanning or similar testing against the other party's systems without prior written authorisation.
Detailed security information may be provided subject to appropriate confidentiality restrictions.
24. SUB-PROCESSORS AND THIRD PARTIES
Where Deploi acts as Processor, Deploi may appoint sub-processors in accordance with the Data Protection Schedule.
Deploi will maintain appropriate contractual arrangements with its sub-processors as required by applicable Data Protection Laws.
Certain Deploi Services depend upon government bodies, regulators, databases, screening providers, verification providers and other third parties.
Deploi will exercise reasonable care in selecting and managing third parties for which it is responsible but will not be responsible for an outage, change, restriction or underlying source error outside Deploi's reasonable control, provided this does not excuse Deploi from exercising reasonable skill and care in performing its own obligations.
25. SUPPORT AND SERVICE LEVELS
25.1 Support Hours
Unless otherwise agreed in the Customer Contract, standard Support Hours are 9:00am to 5:00pm UK time on Business Days.
25.2 Severity Levels
Support requests will be classified as follows:
Critical — the Platform or a material core function is unavailable to substantially all affected users, or a serious security or data-integrity issue materially prevents use of the Services, and no reasonable workaround exists.
High — significant degradation or loss of important functionality materially affects the Customer's use of the Services, but the Platform remains substantially operational or a reasonable workaround exists.
Normal — general support requests, questions, minor defects, cosmetic issues and other matters that do not materially prevent use of the Services.
Deploi may reasonably reclassify a support request according to its actual severity and impact.
25.3 Response and Resolution Targets
Severity
First Response
Resolution Goal
Critical
1–2 hours
8 business hours
High
4 hours
2 business days
Normal
1 business day
5 business days
Response periods operate during Support Hours unless enhanced or out-of-hours support is expressly included in the Customer Contract.
A First Response target is a support commitment.
A Resolution Goal is a target and not a guaranteed resolution time. Resolution may depend upon the nature and complexity of the issue, Customer cooperation, third-party dependencies and other circumstances outside Deploi's reasonable control.
25.4 Maintenance
Deploi may perform planned or emergency maintenance where reasonably required.
Deploi will use reasonable endeavours to provide at least 24 hours' advance notice of planned maintenance where practicable.
Emergency maintenance may be undertaken without advance notice where reasonably necessary for security, operational integrity or risk management.
25.5 Service Credits
Unless expressly agreed in a Customer Contract, failure to achieve a Resolution Goal does not automatically entitle the Customer to a service credit or refund.
26. PROFESSIONAL SERVICES
Implementation, onboarding, configuration, integrations, bespoke development, training or other professional services outside standard Deploi Services may be provided under a Customer Contract or separate statement of work.
Applicable fees, deliverables, dependencies and timescales will be specified in the relevant document.
27. COMPLIANCE WITH LAW
Each party will comply with applicable laws and regulations relevant to its obligations under the Agreement.
The Customer is responsible for determining whether it is legally entitled to request a particular screening activity in relation to an Individual.
Nothing in the Agreement requires Deploi to undertake an unlawful check or comply with an unlawful Customer instruction.
28. ANTI-BRIBERY AND MODERN SLAVERY
Each party will comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010 where applicable.
The Customer must not use the Deploi Services in connection with bribery, corruption, modern slavery, human trafficking or other unlawful conduct.
Each party will comply with applicable obligations imposed upon it by the Modern Slavery Act 2015.
29. FORCE MAJEURE
Neither party will be liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where caused by circumstances beyond its reasonable control.
The affected party will use reasonable endeavours to mitigate the effects and resume performance.
Where a force majeure event materially prevents performance for more than three months, either party may terminate the affected Agreement on 30 days' written notice.
30. CHANGES TO THESE TERMS
Deploi may update these Terms from time to time.
Changes required to address:
a. changes in law or regulation;
b. security requirements;
c. regulatory guidance;
d. changes that do not materially reduce the Customer's contractual rights; or
e. new or modified functionality,
may take effect following reasonable notice where appropriate.
Where Deploi proposes a material adverse change during a committed Term for reasons other than legal, regulatory or security necessity, Deploi will provide reasonable advance notice.
Material commercial changes will ordinarily apply from the Customer's next Renewal Term unless otherwise agreed.
A Customer Contract may contain different change-control arrangements.
31. ASSIGNMENT AND SUBCONTRACTING
Deploi may assign or transfer the Agreement as part of a corporate reorganisation, financing, merger, acquisition or sale of all or substantially all of the relevant business, provided this does not materially reduce the Customer's contractual rights.
Deploi may subcontract performance of Deploi Services, subject to its obligations under the Agreement.
The Customer may not assign or transfer the Agreement without Deploi's prior written consent, such consent not to be unreasonably withheld or delayed.
32. GENERAL
32.1 Entire Agreement
The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous agreements and understandings concerning that subject matter.
32.2 Independent Parties
The parties are independent contractors.
Nothing in the Agreement creates a partnership, agency, fiduciary relationship or joint venture.
32.3 No Waiver
Failure or delay in exercising a contractual right does not waive that right.
A decision by Deploi not to enforce a right strictly on one occasion does not prevent Deploi from enforcing that right subsequently.
32.4 Severability
If any provision is held invalid or unenforceable, the remaining provisions will continue in effect.
32.5 Third-Party Rights
Except where expressly stated otherwise, no person other than a party to the Agreement has a right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
33. NOTICES
33.1 Formal Notices
Formal notices under the Agreement, including notices relating to termination, non-renewal or material breach, must be in writing.
33.2 Notices to Deploi
Formal notices to Deploi must be sent to:
Deploi Technologies Limited
For the attention of the Chief Executive Officer
62 Bridge Street
Unit 4 -Watch this Space
Manchester
M3 3BW
United Kingdom
Email: sales@deploi.uk
33.3 Notices to Customer
Formal notices to the Customer may be sent to the primary contractual or administrative email address specified in the Customer Contract or recorded against the Customer's account.
The Customer is responsible for keeping its contact details up to date.
33.4 Deemed Receipt
A notice sent by email will be deemed received on the next Business Day following transmission, provided the sender has not received a delivery-failure notification.
This clause does not apply to the service of legal proceedings or other documents where applicable procedural rules require another method of service.
34. ORDER OF PRECEDENCE
If there is an inconsistency between documents forming the Agreement, the following order of precedence applies unless expressly stated otherwise:
the applicable Customer Contract or expressly negotiated written terms;
the Data Processing Agreement, in respect of matters relating to the Processing of Personal Data;
the applicable Service Specification in respect of service-specific operational matters;
these Terms of Service; and
other incorporated documentation.
A Service Specification does not override an expressly negotiated commercial provision in a Customer Contract unless the Customer Contract expressly permits it.
35. GOVERNING LAW AND JURISDICTION
The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes and claims, will be governed by the laws of England and Wales.
The courts of England and Wales will have exclusive jurisdiction.
36. DEFINITIONS
In the Agreement:
Agreement: means the Customer Contract, these Terms of Service, any applicable Service Specification, the Data Processing Agreement where applicable, and any other document expressly incorporated into the agreement between Deploi and the Customer.
Business Day means a day other than Saturday, Sunday or a bank or public holiday in England.
Charges means amounts payable by the Customer for Deploi Services.
Commencement Date means the commencement date stated in the applicable Customer Contract or Sign Up Flow.
Confidential Information means confidential business, technical, commercial, financial, security, Customer, supplier, Individual or other information disclosed in connection with the Agreement.
Customer means the business or organisation purchasing or using Deploi Services under the Agreement.
Customer Contract means the customer-specific contractual document agreed between Deploi and the Customer specifying the Deploi Services, Charges, term, renewal arrangements and any other applicable commercial or service-specific terms.
Data Protection Laws has the meaning given in the Data Protection Schedule.
Deploi Passport means the portable screening and compliance record maintained by Deploi in relation to an Individual, where applicable.
Deploi Services means Managed Screening Services, Platform Services and any other services ordered by the Customer.
Individual means an applicant, prospective employee, employee, worker, contractor, director, officer or other individual in relation to whom the Customer lawfully requests or uses Deploi Services.
Initial Term means the initial contractual term determined under clause 1.
Intellectual Property Rights means copyright, database rights, patents, rights in software, trade marks, designs, trade secrets, confidential know-how and analogous intellectual property rights.
Managed Screening Services means screening, vetting, verification, investigation or compliance services performed by Deploi for or on behalf of the Customer.
Personal Data, Controller, Processor, Processing, Data Subject, Personal Data Breach and related data-protection terms have the meanings given under applicable Data Protection Laws.
Platform means Deploi's software platform and associated technology.
Platform Services means Deploi Services under which the Customer uses the Platform to perform or manage some or all of its own screening, vetting, verification or compliance processes.
Report means a Customer-specific report, screening file or other completed screening document delivered to the Customer as a purchased contractual deliverable.
Renewal Term means a renewal period under clause 1.
Service Outcome means the status, result or completion outcome applicable to a particular Deploi Service.
Service Specification means a document or description setting out service-specific scope, requirements, outcomes, charges, dependencies, limitations or responsibilities applicable to a Deploi Service.
Sign Up Flow means an electronic ordering process through which a Customer orders Deploi Services.
Support Hours means the support hours specified in clause 25 or the applicable Customer Contract.
Term means the Initial Term together with any Renewal Terms.