Terms and Conditions

1) Agreement
a) These Terms of Use, together the with our Privacy Policy, Acceptable Use Policy and any links to webpages referred to in these documents constitute the entire agreement between you and us for the provision of Services to you. Together these documents shall be referred to as the “Terms”. These Terms set out information about us and the conditions on which we you can have access and use our Age Checking ‎services available through our website – www.agechecked.com and its subdomains.‎
b) Please read the Terms carefully, by ticking “I agree to these Terms, you acknowledge your acceptance of these Terms. We may amend these Terms from time to time. Please review all the revisions to these Terms we post on our Website and to your Account to ensure you understand the latest version of the Terms that apply between you and us.
c) These Terms may be made available in multiple languages. If there is ever any conflict in interpretation between the language versions, the English language version will supersede. In addition, if there is any conflict between the content available on the Website with these Terms, then these Terms will supersede and prevail.

2) Interpretation
a) Definitions
Account / Website Operator Account – a service that is provided by us, to a Website Operator to access and use the Services.

Age Check – An action performed by us to ensure that a Member is within a required age range to access goods or services online that have age restrictions associated with them.

AgeChecked/we/us/our – AgeChecked Limited, company registration number 10016216. Registered business address: 161-165 Farringdon Road, London, EC1R 3AL‎ , its officers, agents, subsidiaries, affiliates, joint
ventures, employees, partners and suppliers.

Age Check Tool – a website tool that we make available to you, the Website Operator to be used by your customer to undergo an Age Check.

Controller – where the Website Operator processes Personal Data and sends that Personal Data to us to process on its behalf in connection with its business activities, the Website Operator shall be deemed the Controller of Personal Data.

Controlled Personal Data – any Personal Data that is supplied by the Controller

Customer Services – our customer service team who can assist you with any queries you have. Contact them at customerservices@agechecked.com

Data Protection Laws – the Data Protection Act 2018, GDPR, the Privacy and Electronic Communications (EC) Regulations 2003 and all applicable laws and regulations relating to the processing of personal data and privacy as amended or replaced from time to time.

General Data Protection Regulation (GDPR) – regulation 2016/679 on data protection and privacy for all individuals within the European Union

(EU) and the European Economic Area (EEA). It also governs the export of Personal Data outside the European Economic Area.

Member – an individual who has an active Age Checked account with us.

Network – the group of interconnected Members and Website Operators utilising our platform.

Online Portal – private webpages accessible to the Website Operator, which contain account information specific to the Website Operator.

Password – an alpha-numeric code provided to you together with your Username in order to access our Services.

Personal Data – information relating to an identified or identifiable natural person (‘data subject’); an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic cultural or social identity

Processor – an organisation that processes Personal Data on behalf of other businesses and organisations

Security Details – your Username and Password.

Services – online age checking and age verification services provided by us, being Age Check to Members and the provision of the Age Check Tool to Website Operators.

Suspend / Suspension- an Account status in which a Website Operator’s access to the Services is placed on hold and for which the Website Operator will not be able to use any of the Services.

Terms – comprising these Terms of Use, our Privacy Policy, Acceptable Use Policy and any links to webpages referred to in these documents.

Terminate / Termination – a status in which a Website Operator’s access to the Services is terminated in accordance with these Terms and these Terms are terminated.

Transmitted Data – information transmitted to you from us during the provision of the Service, upon which you may make decisions in regard to a user’s experience on your website or within your application.

Username – the identifier provided to you when opening an Account to access your Account on our Website.

Website – the website www.agechecked.com and its subdomains or any such other website through which we may offer the Services from time to time.

Website Operator/you – the company who is purchasing our Services.

b) Section, schedule and paragraph headings shall not affect the interpretation of these Terms.
c) The Schedules and Annexes form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules and Annexes.
d) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
e) Unless the context requires otherwise, words in the singular include the plural and in the plural include the singular.
f) Unless the context requires otherwise, a reference to one gender shall include a reference to the other genders.
g) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
h) A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
i) Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England from time to time including as retained, amended, extended or re-enacted on or after exit day.
j) A reference to writing or written includes fax and email.
k) A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
l) References to Sections, Schedules and Annexes are to the sections, Schedules and Annexes of these Terms and references to paragraphs are to paragraphs of the relevant schedule.
m) Any words following the terms including, include, in particular, for example or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms.

3) Information about Us
a) We are AgeChecked Limited, a limited company registered in England and Wales under company
number 10016216. Registered office: 161 – 165 Farringdon Road, London, EC1R 3AL.
b) We operate the Website and provide the Services.
c) We are an independent contractor. We do not have control nor assume liability for any of the Website Operators’ services that are available on websites to which we provide the Services.
4) Your Responsibility and the Key Risks
a) Responsibility. It is ultimately your responsibility to understand and ensure that the services that you are providing are not breaching any applicable legislation, statute, ordinance, contract or regulation including (but not limited to) those relating to any type of criminal activity and those governing consumer protection, unfair competition, anti-discrimination or false advertising, or conduct any activities that are illegal or that would be contrary to applicable laws, regulations or public policies. We will not be liable to you or any third party in relation to any such breaches that might occur.

a) Unauthorised Access. It is very important to contact us immediately if you believe your Account has been compromised. Notifying us as soon as possible will limit your liability (see Section 16 for more details).
b) We will protect ourselves from liability from any breach by you of the Terms. If you breach these Terms we may, at our sole discretion, take action against you as described in these Terms including but not limited to Suspension or Termination of our Services to you. Any action we decide to take will be taken at our sole discretion but will be reasonably taken to mitigate liability we may incur or suffer
and/or to comply with our legal and/or regulatory obligations.
c) Compliance to age verification laws. We provide a range of age verification methods to Website Operators. It is your responsibility to ensure that you choose the appropriate methods to ensure you remain compliant to the regulations that apply to the nature of your business and the country of origin of your customers.
d) Compliance to Data Protection Laws. It is your responsibility to ensure that you comply with the Data Protection Laws that apply to your business and the country of origin of your customers. If you are acting as a Controller of Personal Data you must obtain specific consent from data subjects for the processing of their personal data by AgeChecked for the purpose of age verification.

5) Our Relationship with You
a) Our right to vary these terms. We may revise these Terms from time to time. If we do, we will provide details of the proposed change to you. We will give you 31 days’ notice of any change we intend to make unless we are required to implement it sooner, for example, but not limited to, to comply with law, or to comply with a direction or requirement of a supervisory body. We will provide notices of all changes on the Website and to your Account. If you do not agree with a change that we make, then you must let us know before the change takes effect. In such circumstance, we will take your notice as notice to terminate these Terms and the provisions in Section 16 will apply. Whenever we revise these Terms you will find the effective date of the revised Terms at the top of the page of the Terms of Use.
b) New feature or service. In the event that we introduce a new feature or service we reserve the right to introduce the new service without necessitating a change of the Terms.
c) How we use your information. By accepting these Terms you consent to our use of the personal information of your Website Operator representatives in accordance with our Privacy Policy. Please take the time to read this Policy, as it includes important terms which apply to you.
d) Our Website Acceptable Use Policy. By accepting these Terms you agree to the terms in our Acceptable Use Policy.
e) Communications between us. When we refer, in these Terms, to “in writing” this will include e-mail or notices posted in your Account or printed communications. If you wish to contact us for any reason please contact Customer Services. If we have to contact you or give you notice in writing, we will do so by e-mail or by notices posted in your Account or through printed communications. Please note that
any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent, or notice posted to your Account. If you or we send a notice by letter, then if sent by pre-paid first class post or other next business day delivery service, it will be deemed to be received and properly served at 9.00am on the second business day after posting or at the time recorded by the delivery service. If the letter is delivered by hand, then notice shall be deemed to have been received on signature of a delivery receipt, or at the time the notice is left at the proper address. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post or provided to the delivery service provider and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee details of which are set out in your Account (or such other address(es) communicated to us by you from time to time).
Please note that we are not liable for any notice not received by or delivered to you if you have failed to provide us with corrections or updates to your email or postal address.

6) Eligibility
a) To be eligible for an Account the Website Operator must:
i) agree to these Terms, including but not limited to the warranties (as outlined in Section 7 and the liability limitation provisions contained in Section 16);
ii) provide details of a representative (aged 18 years or older) who has authority to accept these Terms and manage the Account on your behalf;
iii) maintain a valid address, phone number and email address.
b) We reserve the right to review your Account details and all aspects thereof at any time. Any such review may require you to provide further documentary evidence to us (including but not limited to certified copies). We may Suspend or Terminate your Account if the requested documentary evidence is not provided, or we determine in our entire discretion that it is unsatisfactory, or if it does not comply with these Terms.

7) Warranties
a) You confirm that all of the following are true of you, from your entry into these Terms until Termination and you will advise us immediately if any of statement below ceases to be true:

i) you have the legal capacity to enter into these Terms and perform the obligations represented within it;
ii) the details you have provided to us are accurate and up to date;
iii) you will notify us within 7 calendar days of any changes to your details;
iv) you do not require the consent or approval of any other person or entity to enter into these Terms;
v) your execution of and performance under these Terms does not violate or breach any legal obligation, including any agreement between you and any third party(-ies);
vi) you offer through your website only goods or services that are available for delivery in the normal course of your business;
vii) you offer goods or services for sale only if you have the legal right to market and sell such goods or services in all applicable jurisdictions;
viii) you maintain our value and reputation to the best of your ability;
ix) you will not use the Services for any activities considered fraudulent or illegal under any laws or regulations in any applicable jurisdiction, including but not limited to those listed in our Acceptable Use Policy (available on our Website);
x) you will not permit or authorise any other person or entity to use the Services without our written consent;
xi) you transmit to us only information (including personal data that has been collected and transmitted in full compliance with all applicable Data Protection Laws (see our Privacy Policy for more information);
xii) you will use our Services, solely for your internal business purposes and shall not resell, sub-license, lease, share, transfer or otherwise make the Transmitted Data available to any third party or as part of any joint venture or partnership with any third party;
xiii) you will refrain from using abusive and vulgar language with our employees, whether through email, phone or live chat support. Abusive conduct will not be tolerated and will result in Account Termination.

8) Account Information
a) Online Portal. Upon acceptance of your application for an Account, your Account will be set up on our Network, and you will be able to:
i) access your Account online to view records of Age Checks;
ii) change/update Account preferences online.
b) Login Credentials. Your Account is only to be used by those individuals authorised within your organisation. You may not share the Account with any other third party (individual or entity) including other entities within the same group of companies as you. You will be responsible for all logins to the Online Portal and changes/updates to your Account preferences made through the Online Portal.
c) Queries. Any queries, complaints or disputes regarding your Account or any aspect related to it must be directed to our Customer Services team.
9) Age Checks
a) Age Checks take place when the Website Operator submits a request for us to carry out an Age Check on a particular customer of the Website Operator who has not previously been verified by AgeChecked on behalf of the Website Operator, or when the Website Operator submits a request for us to carry out an Age Check against a customer who has previously been verified by AgeChecked on behalf of the Website Operator.

b) Age Checks take the form of:
i) A confirmation that the visitor to a Website Operator site is an age-verified Member who is logged into the Network, or;
ii) A confirmation that the visitor to a Website Operator site or application is an age-verified Member who successfully completed a login to the Network when an Age Check was requested, or;
iii) An age verification of an individual utilising one, or more, of our age verification methods chosen by you when you sign up to receive our Services
c) Age Checks are logged, and records of Age Checks made on behalf of the Website Operator are available via the Website Operator’s Online Portal.

10) Our Fees
a) Our costs for you to access and use our Services together with our terms of payment are set ‎out on the Website.‎ ‎ Fees are payable monthly in advance ‎unless otherwise agreed in writing by us. All costs provided are exclusive of any VAT or other ‎tax that is payable. ‎
b) Our costs for you to access and use our Services together with our terms of payment are set out on the Website. All costs provided are exclusive of any VAT or other tax that is payable.
c) Unless we have expressly agreed in writing post pay terms with you, Age Checks must be paid for in advance. If you do not have sufficient balance in your Account, we will not provide our Services. If, for any reason (which will be at our sole discretion) we allow the Services to be provided to you when there is not a sufficient balance in your Account and we have not agreed post pay terms with you, you
acknowledge and agree to promptly pay the fees for such Age Checks that you make and, in any event, no later than fifteen (15) days after the date the relevant Age Checks were made. We reserve the right to charge interest on all unpaid fees at the rate of 5% above the Bank of England base rate. Interest is calculated on a daily basis. Nothing in this Section shall prejudice or take way our right to make a claim or take any legal action against you to recover such amounts from you.
d) We do not pay any interest to you on any funds held (if any) on your Account.

11) Integrating and Accessing our Service
a) Integration of the Service. You must integrate our Age Check Tool onto your website in accordance with those guidelines provided by us. We reserve the right to update our guidelines from time to time. We will notify you via your Account each time we update our guidelines. In the event an update requires you to rerun the integration procedure, then you agree to follow such updated guidelines.
b) Accessing the Services. Your ability to use or access the Services may occasionally be interrupted, for example, if we need to carry out maintenance on the Website. We shall endeavour to schedule such interruptions so as to minimise the impact on the Services and, where possible, we will notify you in advance. There may be circumstances beyond our reasonable control, which mean the Services cannot be provided 24 hours a day/ 7 days a week. Please contact Customer Services or us via your Account if you experience any problems with respect to your Account or the Services.

12) Intellectual Property
a) All intellectual property rights in the Account, Website the Age Check Tool and the Services, including any trademarks, trade names, software, data and other records, information, patents, registered designs and any other automatic intellectual property rights derived from any database, the aesthetics or functionality of the Account, Age Check Tool, the Services and Website remain our property or that of our licensors. These Services are protected by copyright, intellectual property laws and treaties around the world.
b) By opening an Account, using the Age Check Tool and any other service we provide as part of the Services and/or through the Website, you agree to respect our intellectual property and not copy, alter, download, transmit, reproduce, print, or exploit or misuse any material contained within the Website for any other purpose other than to access your Account and use the Services for your own use.
c) You may not alter, misuse or display the Age Check Tool in any way that we have not expressly
permitted you to do.

13) Data Processing
a) Each party shall comply at all times with its obligations under the Data Protection Laws having appropriate regard to the related guidelines and guidance notes issued from time to time by relevant regulatory bodies.

b) With respect to the Services provided by AgeChecked, the parties acknowledge that the Website Operator is the Controller of the Personal Data and AgeChecked is the Processor. The Data Processing Schedule below sets out the scope, nature and purpose of processing by AgeChecked, the
duration of the processing, types of Personal Data and categories of data subject.
c) AgeChecked in its capacity as a Processor shall:
i) process the personal data only to the extent necessary to provide the Services and only in accordance with documented instructions from the Controller, (including with regard to transfers of personal data to a third country or an international organisation), unless required to do so applicable law to which the Processor is subject; in such a case, the Processor shall inform the Controller of that legal requirement
before processing, unless that law prohibits such information on important grounds of public interest;
ii) ensure that persons authorised to process the personal data are subject to a duty of confidentiality or are under an appropriate statutory obligation of confidentiality;
iii) take appropriate measures to ensure the security of processing complies with Data Protection Laws;
iv) must only engage a sub-processor with the Controller’s prior authorisation and under a written contract;
v) must take appropriate measures to assist the Controller respond to requests from individuals to exercise their rights under Data Protection Laws;
vi) taking into account the nature of processing and the information available, the Processor must assist the Controller in meeting its obligations under Data Protection Laws in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
vii) notify the Controller of any actual, suspected data breach which may have occurred in connection with this Agreement as soon as reasonably practical and in any event within 24 hours of becoming aware of such a breach;
viii) at the choice of the Controller, delete or return all the personal data to the Controller after the end of the provision of services relating to processing, and delete existing copies unless applicable law requires the Processor to store the personal data; and
ix) make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in this Section and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller. The Processor shall
immediately inform the Controller if, in its opinion, an instruction infringes this Data Protection Laws.
d) Where a processor engages another processor for carrying out specific processing activities on behalf of the controller, the same data protection obligations as set out in this Agreement will be imposed on that other processor by way of an agreement, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the
requirements of the Data Protection Laws. Where that other processor fails to fulfil its data protection obligations, the Processor shall remain fully liable to the Controller for the performance of that other processor’s obligations.
e) The obligations in Section 13(a) and (b) above shall continue for a period of five years after the cessation of the provision of services by the Processor to the Controller.
f) Nothing in these Terms shall prevent either party from complying with any legal obligation imposed by a regulator, court or law enforcement agency.

14) Confidentiality
a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Section 14(b).
b) Each party may disclose the other party’s confidential information:
i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Section; and
ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory

c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.

15) Exclusions
a) Warranty. We warrant we will provide the Services with reasonable care and skill and substantially as described in these Terms. We do not make any other promises or warranties about the Services. We make no representations or warranties regarding the amount of time needed to complete an Age Check because the provision of the Services is dependent upon many factors outside of our control for example working third parties to confirm a Member’s identity and / or age nor will we be responsible for ensuring that the Services are suitable for your purposes. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is
excluded to the fullest extent permitted by law.
b) We may withdraw or add Services. We are under no obligation to maintain certain features on the Website, in particular, we reserve the right to withdraw or to add services at our discretion and subject, where applicable to due notice being given to you under these Terms.

16) Liability
a) Nothing in these Terms will limit or exclude a party’s liability for
i) death or personal injury caused by negligence, or the negligence of either party’s personnel, agents or subcontractors; or
ii) fraud or fraudulent misrepresentation.
b) Subject to Section 16(a), under no circumstances whatsoever will either of us be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with our Website, the Services or these Terms for:
i) loss or corruption of data, information or software;
ii) special, incidental damages or loss; or
iii) any indirect or consequential damages or loss.
c) The information we use to run an Age Check is provided by Members which in turn is validated against third party database holders. Whilst we use all reasonable care to validate such information, we will not be held responsible for incorrect or false information submitted by a Member or provided by one of our third-party database holders. Nor will we be liable to you or a Member in any way as a result of a Member’s purchase, or not, as the case may be, of goods or services from you as a consequence of you using our Services.
d) Subject to Section 16(a) above and any statutory liability that cannot be excluded by law, our total liability to you in respect of all losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstance exceed the total amount of fees paid by you in the preceding 12-month period prior to the date such claim arose.
e) We shall indemnify you against all liabilities, costs, expenses, damages and losses including but not limited to reasonable legal costs and expenses suffered or incurred by you arising out of or in connection with any claim made by a third against you for actual or alleged infringement of a third party’s intellectual property rights as a consequence of using our Services.
f) You shall indemnify us against all liabilities, costs, expenses, damages and losses including but not limited to reasonable legal costs and expenses suffered or incurred by us arising out of or in connection with:
i) any Age Check requests not authorised by you but made using your unique private credentials given to you at onboarding; and
ii) any claim made against us by a Member or other third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure by you to comply with these Terms.
g) Liability under any indemnity given by a party is conditional on the indemnified party discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the indemnified party which may reasonably be considered likely to give rise to a liability under the indemnity (Claim), the indemnified party shall:

i) as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
ii) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party (such consent not to be unreasonably conditioned, withheld or delayed) , provided that the indemnified party may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the indemnifying party, but without obtaining
the indemnifying party’s consent) if the indemnified party reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect; and
iii) give the indemnifying party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the Claim.
h) Nothing in this Section shall restrict or limit the indemnified party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under the indemnity.

17) Termination and Suspension
a) Minimum term. Unless terminated earlier in accordance with the provisions of these Terms, the parties agree that these Terms shall be in force for a minimum period of 12 months commencing on the date you and we enter into these Terms (Minimum Term).
b) Normal termination procedure. We both have the right to Terminate these Terms at any time after the Minimum Term has expired on provision of 7 days’ advance notice in writing to the other for whatever reason subject to the following rights:
i) Such Termination shall be subject to any pending fees payable by you in respect of Age Checks requested by you up to the date these Terms Terminate.
ii) Notification by us will be by email to the email address registered to your Account. Notification by you must be by email to Customer Services.
c) Action by us leading to suspension or termination. We reserve the right to limit access to your Account, Suspend your Account or the Services provided to you, or Terminate these Terms with no prior notice to you (unless stated otherwise) for any of the following conditions/reasons:
i) Acting for someone else. If we suspect or reasonably believe that you are acting on someone else’s behalf or for someone else’s benefit (whether that person is a natural person or a legal entity);
ii) Illegal Activities. If we suspect or reasonably believe that you have used or are likely to use the Services, or allow them to be used, for illegal activities;
iii) Fraud. If you have acted fraudulently or with gross negligence or in such a way as to give rise to reasonable suspicion of such behaviour;
iv) Breach or offence. If we reasonably believe that you have used or are likely to use the Services, or allow them to be used, in breach of these Terms or to commit an offence or any type of criminal activity;
v) Illegal activity. If we reasonably believe or become aware that you are involved in any illegal activity;
vi) False/misleading information. If we suspect that you have provided false or misleading information;
vii) By police/regulatory authority order. By order or recommendation of the police or any relevant governmental or regulatory authority;
viii) Breach. Violating these Terms in any way and if the breach is remediable you have failed to cure it within a period of 30 days after being notified in writing to do so;
ix) Non-acceptance of a revision to the Terms. Failure to accept a revision in these Terms
x) Non-payment of fees: if you do not pay the fees when they become due.

d) Termination by you. You may terminate these Terms for the following reasons:
i) As a result of us changing these Terms. If you do not accept a change to these Terms we intend to implement, you may Terminate these Terms without penalty by providing written notice of your disagreement before the date such change takes effect.

ii) Breach. You may Terminate these Terms at any time for our breach upon not less than 30 days written notice in the event that we fail to cure such beach within the notice period.
iii) Fraud/gross negligence/illegal activity. You may Terminate these Terms at any time immediately upon written notice (i) if we have acted fraudulently or with gross negligence or in such a way as to give rise to reasonable suspicion of such behaviour; or (ii) if you reasonably believe or become aware that we are involved in or engaged in any illegal activity.
e) Termination by you or us on the occurrence of an insolvency event. You or we may Terminate these Terms with no prior notice to other party on the happening of one of the following events to the other party:
i) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved; or
ii) the appointment of an administrator of, or the making of an administration order in relation to, a party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity’s undertaking, assets, rights or revenue; or
iii) that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; or
iv) that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or
v) that party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors;
vi) that party suspends or ceases to carry on all or a substantial part of its business.
f) Consequences of termination. On Termination the following will apply:
i) No access to our Services. You will no longer have access to our Services and your Account will be closed.
ii) Remaining / Outstanding balance on Termination. If you have an existing balance on your Account for prepaid Age Checks, such balance cannot be redeemed and no funds will be refunded to you. If you pay on a post-paid basis, we will send an invoice for Age Checks made up to the date of Termination which shall be due and payable straight away.
iii) Survival. The following Sections shall continue in force after termination of these Terms: Sections 2 (Interpretation), 10 (Fees), 12 (Intellectual Property), 13 (Data Processing), 14 (Confidentiality), 16
(Liability) and 19 (Other Important Terms).

18) Complaints
a) If you are not satisfied with any of the Services you receive under these Terms, please contact the Customer Services.
b) If you are not satisfied with how your matter has been dealt with by the Customer Services team, you can email a formal complaint to complaint@agechecked.com.
c) We will provide a copy of the complaint procedure upon request to Customer Services team.
19) Other Important Terms
a) This is the entire Agreement. These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us, which is not set out in these Terms.
b) Respect of our Intellectual Property. We are the owner or the licensee of all intellectual property rights in our Website, including trademarks, logos, the www.agechecked.com URL or related subdomains and URLs, payment buttons, the material published on the Website and technology used to provide you the Services. Those Services are protected by copyright, intellectual property laws and treaties around the world. All such rights to the Services are reserved. Subject to any licences provided in these Terms, you must not use any part of the works without obtaining a licence to do so from us or our licensors. You may not alter any of the Age Check Tools in any way, misuse the Age Check Tools
or display the Age Check Tools in any way that we have not expressly permitted you to do.

c) We can transfer these Terms. We may transfer our rights and obligations under these Terms to another organisation without prior notice to you, but this will not affect your rights or our obligations under these Terms or relieve us of any obligation or liability to you under these Terms, unless you specifically agree otherwise in writing. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing, which we will not unreasonably withhold.
d) No third parties. These Terms are between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
e) No waiver. No waiver of any provision of these Terms, nor of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance, and such waiver will be effective only in the specific instance, and for the specific purpose stated in such writing. No waiver of breach of, or default under, any provision of these Terms will be deemed a waiver of any other provision, or of any subsequent breach or default of the same provision of these Terms.
f) Events outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation non-delivery, defective delivery of third party services necessary to provide
the Services (including but not limited to those of our partners, vendors and suppliers), strikes, lock- outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks. If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
i) we will contact you as soon as reasonably possible to notify you; and
ii) our obligations under these Terms will be Suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of the Services to you, we will keep you duly informed of when we expect that the Event Outside Our Control will be over.
g) Counterpart. These Terms may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. The executed signature page of a counterpart of these Terms by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of these Terms.
h) Entire Agreement. These Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.Subject to Section 16(a) (Liability which cannot be legally limited), each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
i) Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
j) Announcements. No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
k) Jurisdiction. These Terms are governed by English law. This means that these Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
l) Confirmation of compliance. These Terms should not be used as a confirmation of compliance of any particular law. However we can provide information about our Service and assurance to Regulatory bodies, enforcement agencies and interested third-parties that we are providing a live service at the time of enquiry and reserve the right to do so.

m) Reliance on Age Check Tools. Our Age Check Tool uses data from a number of third party services in order to determine whether a customer is over the legal age in the respective country. We do not control the source of the data and there may be circumstances in which the data is not up to date or incorrect. We also rely on third parties to determine the location of the customer via the customer’s IP address and whether the customer is located behind an anonymous proxy. We cannot be held liable if our Age Check Tools return an incorrect result due to our reliance on incorrect data. You acknowledge that our third-party data suppliers, respective officers, employees, agents and licensors have no liability to you whatsoever in connection with these Terms. Also, we will constantly endeavour to include Age Check methods and technologies which are acceptable by the competent regulator of the country of age verification services in which the country is located. However, it is ultimately up to you to confirm that the controls implemented on your site to perform age checks are suitable, whether such controls are provided by us in the form of
the Age Check Tool or otherwise.