Licence to use. 3.1. In consideration of the payment of the Fees, uCheck hereby grants to the Customer a non - exclusive, revocable, licence to permit the Authorised Users and the Applicant to use the Services and the Results during the Term solely for Permitted Purpose. 3.2. The Customer may not nor permit others to: 3.2.1. use, copy, modify or access the Services (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this agreement; 3.2.2. translate, reverse engineer, decompile, disassemble, unbundle, modify or create derivative works based on the Software, except as expressly permitted by law or the terms of this agreement; or 3.2.3. vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software. 3.3. The Customer undertakes to: 3.3.1. procure that each Authorised User and Applicant (if applicable) will keep a secure password for their respective use of the Services which will be kept confidential and will ensure that such passwords shall be changed on a regular basis; 3.3.2. in the event of potential fraudulent activity, the Customer shall permit uCheck to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at uCheck's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; 3.3.3. register each additional subsidiary or location with uCheck and where applicable pay the associated fee to uCheck as specified in Schedule 1 Fees of this Agreement; 3.3.4. prior to initiating checks through the DBS or DS have a written policy on the secure handling of information provided by the DBS and/or DS, electronically or otherwise, in accordance with the requirements within these organisations respective Code of Practice. The Customer shall provide a copy of such a policy to uCheck upon request; 3.3.5. obtain clarification and agreement from an Applicant in relation to any inaccurate or incomplete submissions, prior to making any changes to such data you shall have sought their clarification and agreement to any changes; and 3.3.6. ensure that the relevant proof of identity documents provided by the Applicant are properly cross referenced from face to face contact with the individual or validated by the Post Office Identity Document Checking Service to establish their identity in accordance with any relevant guidelines associated with a particular check. 3.4. The integrity of the Software is protected by technical protection measures so that the Intellectual Property rights in the Software are not misappropriated. The Customer must not attempt in any way to remove or circumvent such technical protection measures, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in its possession for private or commercial purposes, any means whose sole purpose is to facilitate the unauthorised removal or circumvention of such technical protectionmeasures. 3.5. The Primary Contact may increase the number of Authorised Users during the Term without uCheck's prior written consent. The Customer acknowledges that it shall be bound by any increase in the Authorised Users made by the Primary Contact and agrees to pay any additional Fees if appropriate. The Customer agrees that any Additional Authorised Users will be charged as per Schedule 1 Fees of this Agreement. 3.6. The Customer shall not, without uCheck’s prior written consent: 3.6.1. access all or any part of the Services and Results in order to build a product or service which competes with the Services and/or the Results; or 3.6.2. use the Services and/or to provide services to third parties; or 3.6.3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Results available to any third party except the Authorised Users; or 3.6.4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Results, other than as provided under this clause. 3.7. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Results and, in the event of any such unauthorised access or use, promptly notify uCheck. 3.8. The Customer shall inform uCheck of any authorised users that no longer require access to the system.
Appears in 2 contracts
Samples: Hr Agreement, Hr Agreement
Licence to use. 3.1. 3.1 In consideration of the payment of the Fees, uCheck hereby grants to the Customer a non - exclusive, revocable, licence to permit the Authorised Users and the Applicant to use the Services and the Results during the Term solely for Permitted Purpose.
3.2. The Customer may not nor permit others to:
3.2.1. use, copy, modify or access the Services (including any related documentation) documentation or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this agreement;
3.2.2. translate, reverse engineer, decompile, disassemble, unbundle, modify or create derivative works based on the Software, except as expressly permitted by law or the terms of this agreement; or
3.2.3. vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.
3.3. 3.3 The Customer undertakes to:
3.3.1. procure that each Authorised User and Applicant (if applicable) will keep a secure password for their respective use of the Services which will be kept confidential and will ensure that such passwords shall be changed on a regular basis;
3.3.2. in the event of potential fraudulent activity, the Customer shall permit uCheck to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at uCheck's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
3.3.3. register each additional subsidiary or location with uCheck and where applicable pay the associated fee to uCheck as specified in Schedule 1 Fees of this Agreement;
3.3.4. prior to initiating checks through the DBS or DS have a written policy on the secure handling of information provided by the DBS and/or DSDBS, electronically or otherwise, in accordance with the requirements within these organisations respective Code of Practice. The Customer shall provide a copy of such a policy to uCheck upon request;
3.3.5. obtain clarification and agreement from an Applicant in relation to any inaccurate or incomplete submissions, prior to making any changes to such data you shall have sought their clarification and agreement to any changes; and
3.3.6. ensure that the relevant proof of identity documents provided by the Applicant are properly cross referenced from face to face contact with the individual or validated by the Post Office Identity Document Checking Service to establish their identity in accordance with any relevant guidelines associated with a particular checkindividual.
3.4. 3.4 The integrity of the Software is protected by technical protection measures so that the Intellectual Property rights in the Software are not misappropriated. The Customer must not attempt in any way to remove or circumvent such technical protection measures, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in its possession for private or commercial purposes, any means whose sole purpose is to facilitate the unauthorised removal or circumvention of such technical protectionmeasures.
3.5. 3.5 The Primary Contact may increase the number of Authorised Users during the Term without uCheck's prior written consent. The Customer acknowledges that it shall be bound by any increase in the Authorised Users made by the Primary Contact and agrees to pay any additional Fees if appropriate. The Customer agrees that any Additional Authorised Users will be charged as per Schedule 1 Fees of this Agreement.
3.6. 3.6 The Customer shall not, without uCheck’s prior written consent:
3.6.1. access all or any part of the Services and Results in order to build a product or service which competes with the Services and/or the Results; or
3.6.2. use the Services and/or to provide services to third parties; or
3.6.3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Results available to any third party except the Authorised Users; or
3.6.4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Results, other than as provided under this clause.
3.7. 3.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Results and, in the event of any such unauthorised access or use, promptly notify uCheck.
3.8. 3.8 The Customer shall inform uCheck of any authorised users that no longer require access to the system.
Appears in 1 contract
Samples: Licence Agreement
Licence to use. 3.1. 3.1 In consideration of the payment of the Fees, uCheck hereby grants to the Customer a non - exclusive, revocable, licence to permit the Authorised Users and the Applicant to use the Services and the Results during the Term solely for Permitted Purpose.
3.2. 3.2 The Customer may not nor permit others to:
3.2.1. use, copy, modify or access the Services (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this agreement;
3.2.2. translate, reverse engineer, decompile, disassemble, unbundle, modify or create derivative works based on the Software, except as expressly permitted by law or the terms of this agreement; or
3.2.3. vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.
3.3. 3.3 The Customer undertakes to:
3.3.1. procure that each Authorised User and Applicant (if applicable) will keep a secure password for their respective use of the Services which will be kept confidential and will ensure that such passwords shall be changed on a regular basis;
3.3.2. in the event of potential fraudulent activity, the Customer shall permit uCheck to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at uCheck's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
3.3.3. register each additional subsidiary or location with uCheck and where applicable pay the associated fee to uCheck as specified in Schedule 1 Fees of this Agreement;
3.3.4. prior to initiating checks through the DBS or DS have a written policy on the secure handling of information provided by the DBS and/or DS, electronically or otherwise, in accordance with the requirements within these organisations respective Code of Practice. The Customer shall provide a copy of such a policy to uCheck upon request;
3.3.5. obtain clarification and agreement from an Applicant in relation to any inaccurate or incomplete submissions, prior to making any changes to such data you shall have sought their clarification and agreement to any changes; and
3.3.6. ensure that the relevant proof of identity documents provided by the Applicant are properly cross referenced from face to face contact with the individual or validated by the Post Office Identity Document Checking Service to establish their identity in accordance with any relevant guidelines associated with a particular checkthe.
3.4. 3.4 The integrity of the Software is protected by technical protection measures so that the Intellectual Property rights in the Software are not misappropriated. The Customer must not attempt in any way to remove or circumvent such technical protection measures, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in its possession for private or commercial purposes, any means whose sole purpose is to facilitate the unauthorised removal or circumvention of such technical protectionmeasuresprotection measures.
3.5. 3.5 The Primary Contact may increase the number of Authorised Users during the Term without uCheck's prior written consent. The Customer acknowledges that it shall be bound by any increase in the Authorised Users made by the Primary Contact and agrees to pay any additional Fees if appropriate. The Customer agrees that any Additional Authorised Users will be charged as per Schedule 1 Fees of this Agreement.
3.6. 3.6 The Customer shall not, without uCheck’s prior written consent:
3.6.1. access all or any part of the Services and Results in order to build a product or service which competes with the Services and/or the Results; or
3.6.2. use the Services and/or to provide services to third parties; or
3.6.3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Results available to any third party except the Authorised Users; or
3.6.4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Results, other than as provided under this clause.
3.7. 3.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Results and, in the event of any such unauthorised access or use, promptly notify uCheck.
3.8. 3.8 The Customer shall inform uCheck of any authorised users that no longer require access to the system.
Appears in 1 contract
Samples: Licence Agreement