DISCLAIMER

Finbridge Global Ltd (“Finbridge”, as further defined below) and the services it provides through the Platform (defined below) are not regulated or authorised in the UK by the Financial Conduct Authority (FCA) for the purposes of the Financial Services and Markets Act 2000 (“FSMA”) (as amended and supplemented) and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 or any other regulatory authority in the United Kingdom or any other jurisdiction.

You acknowledge that Finbridge’s business does not target or engage with any “retail customer” or “retail client” as each such term is defined under the FCA Handbook. You hereby acknowledge that you are not, nor at any time shall be, a retail customer or retail client. The advertisements or other promotional or marketing materials under this engagement are not financial promotions falling within scope of FSMA and the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Nothing herein shall constitute an invitation or inducement by Finbridge to engage in regulated activities falling within scope of FSMA.

Finbridge is not acting as your advisor, fiduciary or agent for any other party and may enter into engagement or other services with third parties whose business or interests compete or conflict with yours. Nothing in these terms shall oblige Finbridge to disclose any such conflict of interest to you or account for any profits it may obtain in respect of any other engagement. No service provided under these terms constitutes a regulated activity for the purposes of FSMA. You are required to undertake your own due diligence on the commercial risks and merits of entering into any engagement or transaction without reliance upon Finbridge.

Finbridge is not providing legal, regulatory, tax or accounting advice. You should seek advice from your own independent professional advisors prior to entering into any transaction. No recommendations provided by Finbridge constitutes investment recommendations as defined under the UK Market Abuse Regulation, nor do they constitute advice, personal recommendation or investment advice as defined under the FCA Handbook.

1.1. In these terms and conditions (“Terms”):

1.1.1. we are FINBRIDGE GLOBAL LTD, a company registered in England and Wales with number 14742518 (“Finbridge”, “we”, “us” or “our”); and

1.1.2. you are a business user who is using the Platform (as defined below) in accordance with these Terms and whose details appear on the Customer Account (as defined below) on the Platform (“Customer”, “you” or “your”).

Capitalised terms not otherwise defined in this section of the Terms shall have the meanings set forth in Schedule 1.

1.2. Finbridge owns and maintains the Finbridge Global Platform, a global platform for assessment of fintech capability and connection between fintech businesses and third parties (including but not limited to financial institutions and investors) (the “Platform”) which is accessible via the dedicated link

1.3. Finbridge has agreed to provide, and the Customer has agreed to use, the Platform subject to these Terms.

1.4. These Terms apply to your use of the Platform as a business user only. By accepting these Terms and using the Platform, you agree and warrant to us that:

1.4.1. your use of the Platform shall be solely for business and commercial purposes;

1.4.2. you are either a Professional Client and/or an Eligible Counterparty for the purposes of the FCA Handbook; and

1.4.3. you acknowledge and agree to the terms set out in the “Disclaimer” at the front of these Terms.

1.5. No personal use (by an individual consumer or by any Authorised User acting in a personal capacity) of the Platform is permitted at any time for any reason.

1.6. When purchasing any subscription to use the Platform via your Customer Account (as defined below) (the “Subscription”) or using any part of the Platform, you also agree to be legally bound by:

1.6.1. any separate agreement entered into between you and us in respect of the Subscription;

1.6.2. extra terms which may add to, or replace some of, these Terms. This may happen for security, legal or regulatory reasons. We will contact you to let you know if such additional terms shall apply and will give you 30 days’ notice thereof. If you do not agree to such additional terms you shall be entitled to terminate the Subscription by giving us 30 days’ written notice thereof; and

1.6.3. specific terms which apply to certain services made available via the Subscription (if any). If you have any questions regarding specific terms, please contact us and we will tell you when specific terms apply.

1.7. The following additional terms also apply to your use of our Platform:

1.7.1. our Privacy Policy available at https://www.finbridgeglobal.com/privacy which sets out how we may use your personal information (the “Privacy Policy”);

1.7.2. our Cookie Policy available at https://www.finbridgeglobal.com which sets out information about the cookies on our Platform.

1.8. These Terms and the documents listed in clauses 1.6 and 1.7 apply to and form part of the contract between you and us in respect of the Platform and your Subscription. References to these Terms shall include the documents listed in clauses 1.6 and 1.7 (as appropriate).

We may amend these Terms or update and change our Platform from time to time. We will notify you of any such amendments and/or changes. If you do not agree to such additional terms you shall be entitled to terminate the Subscription by giving us 30 days’ written notice thereof.

3.1. Subject to these Terms, we hereby grant to you a non-exclusive, non-transferable right and licence, with the right to sublicense on the same terms and to Group Members only (and not to any other person) to use the Platform for business purposes only, during the Subscription Term.

3.2. The rights granted under these Terms are granted to the Customer and its Group Members only, and cannot be transferred to anyone else (including to any subsidiary or holding company of the Customer or Group Member incorporated in any jurisdiction other than the jurisdiction of incorporation of the Customer) without the prior written consent of Finbridge.

3.3. You hereby agree that you will:

3.3.1. not, other than as permitted herein in relation to Group Members, rent, lease, sub-license, loan, provide, or otherwise make available, the Platform (or any part thereof) in any form, in whole or in part to any person without prior written consent from us;

3.3.2. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform or as directed by us.

The Platform will guide the Customer through the process of purchasing a subscription to access the Platform for the Subscription Term (“Subscription”).

5.1. You are required to set up an account to use the Platform and to purchase a Subscription (the “Customer Account”). The Platform will guide the Customer through the process of setting up a Customer Account.

5.2. You shall permit us to monitor your use of the Platform including, without limitation, your Customer Account and the number of Authorised Users.

5.3. You undertake that:

5.3.1. the number of Authorised Users shall not exceed the maximum number specified on the Platform (if any) or otherwise by Finbridge from time to time, in respect of the Subscription purchased by you;

5.3.2. each Authorised User shall keep a secure password for their use of the Platform, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep this password confidential;

5.3.3. you shall permit Finbridge or Finbridge’s designated auditors to audit the Customer Account in order to establish whether the Customer has complied with these Terms;

5.3.4. if any audit referred to in clause 5.3.3 reveals that any password has been provided to any individual who is not an Authorised User, then without prejudice to Finbridge’s other rights, Finbridge shall be entitled to promptly disable such passwords and not issue any new passwords to any such individual; and

5.3.5. if any audit referred to in clause 5.3.3 reveals that the Customer has underpaid the Fees, then without prejudice to Finbridge’s other rights, the Customer shall pay to Finbridge an amount equal to such underpayment as calculated in accordance with the prices specified on the Platform within 10 Business Days of notification to the Customer by Finbridge of such underpayment.

5.4. We have the right to disable any Customer Account at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. If you know or suspect that anyone other than you knows your Customer Account, you must promptly notify us at [email protected].
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5.5. By choosing to give permission to Finbridge to apply for an LEI on behalf of my entity, I acknowledge that Finbridge will obtain a Legal Entity Identifier from LEI Worldwide and enter their Terms & Conditions in order to register an LEI on my behalf. I also acknowledge that I must be an authorised signatory (or authorised by same) of the entity applying for an LEI to provide such permission.

6. Fees and payment

6.1. The Customer shall pay the fees for each Subscription (“Fees”) and the fees for any additional services or options selected, in each case, as set out on the Platform.

6.2. The Fees shall be payable annually in advance either:

6.2.1. online via such payment methods as are specified on the Platform; or

6.2.2. in accordance with the payment terms specified in the relevant invoice.

6.3. If Finbridge has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Finbridge:

6.3.1. Finbridge may, without liability to the Customer, disable the Customer's passwords, Customer Account and access to all or part of the Platform and Finbridge shall be under no obligation to provide any or all access to the Platform while the invoice(s) concerned or any amount due remain unpaid; and

6.3.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.4. All amounts and fees stated or referred to in these Terms:

6.4.1. shall be payable in pounds sterling (unless otherwise specified on the Platform or in the invoice, as applicable);

6.4.2. are, unless otherwise expressly stated in these Terms, non-cancellable and non-refundable;

6.4.3. are exclusive of value added tax, which shall apply either to Finbridge’s invoice(s) or the amount otherwise due, at the appropriate rate.

6.5. Finbridge shall be entitled to increase the Fees payable in respect of the Subscription (or any part thereof) from time to time and will provide at least 30 days’ notice prior to the renewal date on which the increase is to take effect. The Customer shall be entitled to terminate the Subscription prior to the renewal date if it does not agree to the increased Fees.

7.1. We shall, during the Subscription Term, make the Platform available to the Customer on and subject to these Terms.

7.2. We shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except:

7.2.1. for planned maintenance;

7.2.2. for unscheduled maintenance and

7.2.3. pursuant to clause 8.1 and/or clause 8.3.

7.3. We will as part of the Subscription provide the Customer with our standard customer support services during normal business hours (9:00 am to 5.00 pm local UK time, each Business Day), in accordance with our support services policy in effect at the time. We may amend the support services policy in our sole and absolute discretion from time to time.

8.1. The Platform is provided on an “as is” and “as available” basis.

8.2. The Platform may be subject to change in delivery and functionality from time to time as the Platform continues to develop.

8.3. We may alter or suspend the Platform (or any part of it) at any time with notice, if we are required to do so, or, acting reasonably, consider it is necessary to do, including to improve the Platform and/or the services we offer, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues.

8.4. Provided Finbridge has complied with clause 7.2, it will not be liable to the Customer in any way if the Platform (or any part of it) is unavailable at any time and for any period.

8.5. Minor changes may, from time to time, be made to the Platform for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Platform and should not normally affect the Customer’s use of the Platform.

8.6. All services performed by Finbridge will be carried out with reasonable skill and care. This shall not apply to the extent of any non-conformance which is caused by the Customer’s use of the Platform contrary to Finbridge’s instructions or directions, or modification or alteration of the Platform by any party other than Finbridge.

8.7. Finbridge does not warrant that:

8.7.1. the use of the Platform will be uninterrupted or error-free;

8.7.2. the Platform and/or the information obtained by the Customer through the Platform will meet the Customer’s requirements;

8.7.3. the Customer will receive any specific opportunities via the Platform or that the Customer will receive any business via the Platform;

8.7.4. the Platform will be free from Vulnerabilities or Viruses;

8.7.5. the Platform will comply with any heightened cybersecurity requirements; or

8.7.6. the Platform will be compatible with any specific device.

8.8. Finbridge is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including without limitation the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.9. These Terms shall not prevent Finbridge from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

9.1. You acknowledge that the Platform may enable or assist you to access the website content of, correspond with, or purchase products and services from, third parties via third-party websites and that if you do so, it is solely at your own risk.

9.2. You acknowledge that the Platform may enable or assist you to connect with third party financial institutions via the Platform. At no time are we responsible for any agreements or arrangements made (or otherwise) between you and any third party financial institution. At all times you shall be responsible for completing your own due diligence (including, without limitation, with respect to any financial, legal, accounting or tax requirements) prior to entering into any agreement or arrangements with any third party for the receipt of services, goods or otherwise, in each case without reliance upon us or any information on the Platform.

9.3. You acknowledge that the Platform may operate as a communication channel to enable or assist you to connect with potential investors or venture capital funds via the Platform. We make no representation or warranty on the financial condition or standing of any venture capital fund or investor, nor have we undertaken any suitability or other assessment on their ability to participate in any agreement, arrangement or other transaction with you. At no time are we responsible for any agreements or arrangements made (or otherwise) between you and any venture capital fund or investor. At all times you shall be responsible for completing your own due diligence (including without limitation with respect to any financial, legal, accounting or tax requirements) prior to entering into any agreement or arrangements with any venture capital fund or investor, in each case without reliance upon us or any information on this Platform.

9.4. You acknowledge that no information on the Platform should be read or construed as a financial promotion or an investment recommendation (as each such term is defined in the FCA Handbook), nor should it be regarded as a solicitation to deal in any financial instruments or engage in any investment service or activity.

9.5. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into, and any transaction completed between you and a third-party is between you and the relevant third party, and not us.

9.6. We do not endorse or approve any third-party including without limitation any financial institution or any investor that is also a subscriber to the Platform nor do we endorse or approve the content of any third-party website made available via the Platform. You should undertake your own assessment of any such third party and seek advice from your own independent professional advisors prior to entering into any transaction.

10.1. Finbridge shall not be required to monitor any material, information or data received by or supplied by a Customer via the Platform or otherwise.

10.2. The Customer shall at all times be responsible for any information or data uploaded and/or exchanged via the Platform. It is the Customer’s obligation to monitor its use of the Platform.

10.3. The Customer shall not access, store, distribute or transmit anything (including without limitation any software, code, file or programme) which may:

10.3.1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device related to or relevant for the use of the Platform;

10.3.2. prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including without limitation the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise) related to or relevant for the use of the Platform; or

10.3.3. adversely affect the user experience, including without limitation worms, trojan horses, Viruses, ruses and other similar things or devices, or any material during the course of your use of the Platform.

10.4. You must:

10.4.1. not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously;

10.4.2. not infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform to the extent that such use is not licensed by these Terms;

10.4.3. not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users of the Platform;

10.4.4. not, unless your form of subscription specifically and expressly permits you to do so, collect or harvest any information or data from the Platform (including but not limited to that of any other user of or subscriber to the Platform); or

10.4.5. not, collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running the Platform.

10.5. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:

10.5.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or otherwise objectionable;

10.5.2. facilitates illegal activity;

10.5.3. depicts sexually explicit images;

10.5.4. promotes unlawful violence;

10.5.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability (or any other protected characteristic); or

10.5.6. is otherwise illegal or causes damage or injury to any person or property.

10.6. Finbridge reserves the right, without liability or prejudice to our other rights, to disable the Customer's access to the Platform upon any breach of the provisions of these Terms.

10.7. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

10.7.1. attempt to clone, benchmark, copy, vary, alter, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, and/or any software contained therein (as applicable) in any form or media or by any means;

10.7.2. attempt to de-compile, reverse compile, disassemble, reverse engineer, otherwise reduce to human-perceivable form all or any part of the software in the Platform nor attempt to do any such thing;

10.7.3. not translate, merge, adapt the whole or any part of the Platform nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform on your devices;

10.7.4. access all or any part of the Platform in order to build a product or service which competes with the Platform;

10.7.5. use the Platform to provide services to third parties;

10.7.6. use the Platform for unlawful purposes;

10.7.7. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party;

10.7.8. attempt to obtain, or assist third parties in obtaining, access to the Platform, including without limitation any unauthorised third parties attempting to undertake unauthorised maintenance and/or support;

10.7.9. introduce, or permit the introduction of, any Virus or Vulnerability into our network and information systems.

10.8. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Finbridge.

10.9. Notwithstanding our other rights, Finbridge may at any time suspend access to the Platform or that of any Authorised User whilst we investigate any issues raised in respect of a Customer.

11.1. The Customer shall own all right, title and interest in and to all of the data inputted into the Platform by the Customer (the “Customer Data”), have the legal right to upload any and all Customer Data uploaded by it to the Platform and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer hereby grants to Finbridge a worldwide, non-exclusive, royalty-free licence for the Subscription Term to use, copy, store and display the Customer Data, for the purpose of Finbridge’s performance of its obligations hereunder and receipt of the benefit of these Terms.

11.2. Finbridge shall be permitted to collect and use any performance or usage information relating to the Customer’s use of the Platform, any data uploaded and/or collected via the Customer’s Account (including without limitation any data inputted or uploaded by the Customer or any Authorised User) and all Customer Data, in an anonymised format (thereby not comprising or including personal data), for analysis or for tracking usage, providing support for the Platform, monitoring stability and performance of the Platform, addressing technical issues with the Platform, and any ongoing or future development of the Platform and software (the Anonymised Data). Finbridge shall be permitted to use the Anonymised Data as it reasonably determines and in its sole discretion.

11.3. Finbridge shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party which shall include without limitation any financial institution, investor or other third party connected via the Platform.

11.4. The Customer’s sole and exclusive remedy against Finbridge in respect of the loss of any Customer Data shall be for Finbridge to use reasonable commercial endeavours to try and restore any lost or damaged Customer Data from the latest back-up maintained by Finbridge.

12. Personal Data

12.1. The Customer shall at all times comply with all applicable Data Protection Laws.

12.2. Finbridge uses the Customer’s personal data primarily to provide the Platform and any additional services to it, but also for other purposes as described in the Privacy Policy. The Privacy Policy sets out the scope, nature and purpose of processing by Finbridge, the duration of the processing and the types of personal data and categories of data subject. Please read this policy carefully.

12.3. Finbridge is a data controller, for the purposes of the Data Protection Laws, in respect of the Controller Data and its use of the Controller Data is subject to the Data Protection Laws.

12.4. The parties acknowledge that personal data may be transferred or stored outside the EEA or the country where the Customer is located, in order to carry out the Services and for Finbridge to perform its other obligations under these Terms, provided that no such transfer shall occur unless: (i) the transfer is to a country approved under the applicable Data Protection Laws as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Laws; or (iii) we otherwise comply with our obligations under the applicable Data Protection Laws by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Laws applies to the transfer.

12.5. By accepting these Terms, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by Finbridge in connection with the processing of the Controller Data, provided these are in compliance with the then-current version of the Privacy Policy. In the event of any inconsistency or conflict between the terms of the Privacy Policy and these Terms, the Privacy Policy will take precedence.

12.6. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Controller Data to Finbridge via the Platform or otherwise for the duration and purposes envisaged under these Terms and so that Finbridge may lawfully use, process and transfer the Controller Data in accordance with these Terms.

12.7. The Customer shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

12.8. The Customer consents to Finbridge appointing suitable third-party processors as third-party processors of personal data.

12.9. Finbridge may at any time, on not less than 30 days' notice, revise clause 12.1 to this clause 12.9 (inclusive) by replacing them (in whole or part) with any applicable standard clauses approved by the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by a new version of these Terms or an attachment to these Terms, but only in respect of such matters which are within the scope of the Amended Terms.

13.1. You acknowledge and agree that Finbridge and/or its licensors own all Intellectual Property Rights in the Platform. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Platform.

13.2. We confirm that we have all the rights in relation to the Platform that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms.

13.3. The Customer hereby grants to Finbridge a worldwide, non-exclusive, royalty-free licence to use, copy, store and display such of the Customer’s logo, name and trade marks as the Customer uploads to the Platform, for the Subscription Term, for the purpose of Finbridge’s performance of its obligations hereunder and receipt of the benefit of these Terms (which shall include the right to use the Customer ‘s name and logo to refer to the Customer as a subscriber to the Platform).

14.1. You warrant to us that:

14.1.1. you are a Professional Client and/or an Eligible Counterparty for the purposes of the FCA Handbook;

14.1.2. you have all necessary power and authority to enter into, perform and comply with these Terms;

14.1.3. these Terms constitute valid, legal, binding and enforceable obligations on you in accordance with the provisions contained herein;

14.1.4. all information you provide to us is true, complete and accurate; and

14.1.5. you shall, at your own cost, ensure that you comply with these Terms, English law, and local laws with respect to your use of the Platform.

14.2. You expressly acknowledge and agree that we have relied on your warranties above in providing the licence in accordance with these Terms. You shall promptly notify us if any warranty in clause 14.1 is no longer true, complete and/or accurate.

15.1. The Customer shall:

15.1.1. provide Finbridge with all necessary cooperation in relation to these Terms and all necessary access to such information as may be required by Finbridge;

15.1.2. without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms and in respect of the Customer Data and its use of the Platform;

15.1.3. carry out all its responsibilities under these Terms in a timely and efficient manner. In the event of any delays, Finbridge may adjust any timetable or delivery schedule as reasonably necessary;

15.1.4. ensure that the Authorised Users use the Platform in accordance with these Terms and shall be responsible for any Authorised User's breach of these Terms;

15.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for it, its contractors and agents to perform its and their obligations under these Terms;

15.1.6. ensure that its network and systems comply with the relevant specifications provided by Finbridge from time to time;

15.1.7. be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Finbridge’s servers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet;

15.1.8. comply with Finbridge’s directions, instructions or recommendations in respect of the Platform.

15.2. Where the Customer fails to co-operate with Finbridge in accordance with these Terms, we reserve our rights to charge the Customer such additional sums required to compensate for any additional services or work required from Finbridge, including but not limited to in respect of Customer Data, security access information and configuration services.

16.1. At all times the Customer is responsible for its use of the Platform.

16.2. At all times the Customer shall defend, indemnify, keep indemnified and hold harmless Finbridge against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

16.2.1. any services or products provided by the Customer to any third party with whom details were shared or connections were made via the Platform;

16.2.2. the Customer’s use of the Platform including without limitation any claim that the Customer's use of the Platform in accordance with these Terms infringes any third-party Intellectual Property Rights; and

16.2.3. the Customer Data, including without limitation in respect of any breach of any Intellectual Property Rights and/or data protection obligations.

16.3. In no event shall Finbridge, its employees, agents and sub-contractors be liable to the Customer to the extent that alleged infringement is based on or relates to:

16.3.1. a modification of the Platform by anyone other than Finbridge; or

16.3.2. the Customer's use of the Platform in a manner contrary to the instructions given to the Customer by Finbridge; or

16.3.3. the Customer's use of the Platform after notice of the alleged or actual infringement from Finbridge or any appropriate authority.

17.1. Except as expressly and specifically provided in these Terms and to the maximum extent permitted by law:

17.1.1. the Customer assumes sole responsibility for any and all results obtained from the use of the Platform, and for conclusions drawn from such use or any action taken as a result;

17.1.2. Finbridge shall have no liability for any damage caused by errors or omissions in any information, instructions, data or scripts provided to Finbridge by the Customer in connection with the Platform, or any actions (or inactions) taken by Finbridge at the Customer’s direction;

17.1.3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms (unless otherwise agreed by the parties in writing).

17.2. Nothing in these Terms excludes the liability of Finbridge:

17.2.1. for death or personal injury caused by Finbridge’s negligence; or

17.2.2. for fraud or fraudulent misrepresentation; or

17.2.3. for any other liability which cannot be legally excluded.

17.3. Other than as expressly provided in clause 12.4, to the maximum extent permitted by law Finbridge shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for: (i) any loss, destruction, alteration, disclosure or corruption of data (including of the Customer Data); (ii) any damage to reputation or loss of goodwill; (iii) loss of profits, loss of business, loss of opportunity, loss of income, depletion of goodwill; (iv) pure economic loss; (v) wasted expenditure or charges; (vi) operational or administrative charges or costs, including in relation to procuring and/or implementing replacement services; or (vii) any special, indirect or consequential loss, costs, charges or expenses; in each case, however arising.

17.4. Notwithstanding these Terms and to the maximum extent permitted by law, Finbridge’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with these Terms and use of the Platform shall be limited to the Fees paid by the Customer for the Subscription for the relevant Subscription Term in which the claim arose.

17.5. Nothing in these Terms excludes or limits the liability of the Customer to Finbridge or any third party.

18.1. These Terms shall, unless otherwise terminated as provided in this clause 18, commence on such date as specified in your Customer Account and shall continue for the initial period of the subscription, as stated in the Customer Account (the Initial Subscription Term) and, thereafter, these Terms shall be automatically renewed for successive periods, as stated in the Customer Account (each a Renewal Period), unless i) the Customer notifies Finbridge of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or ii) otherwise terminated in accordance with the provisions of these Terms.

18.2. Finbridge may terminate these Terms by giving at least 30 days’ written notice to the Customer.

18.3. Without affecting any other right or remedy available to it, either party may terminate these Terms at any time by giving notice in writing to the other party if such other party:

18.3.1. commits a material breach of these Terms, and such breach is not remediable;

18.3.2. commits a material breach of these Terms which is capable of remedy but is not remedied within 10 Business Days of receiving written notice of such breach;

18.3.3. holds any consent, licence or authorisation that is revoked or modified such that it is no longer able to comply with its obligations under these Terms;

18.3.4. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

18.3.5. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if that reasonably appears to be the case;

18.3.6. becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

18.3.7. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

18.3.8. becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

18.3.9. becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

18.3.10. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

18.3.11. has a resolution passed for its winding up;

18.3.12. a petition is presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

18.3.13. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 5 Business Days of that procedure being commenced;

18.3.14. has a freezing order made against it;

18.3.15. is subject to any events or circumstances analogous to those in clauses 18.3.4 to 18.3.14 in any jurisdiction;

18.3.16. takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 18.3.4 to 18.3.15 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

18.4. The right of a party to terminate these Terms pursuant to clause 18.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) or where the amalgamated, reconstructed or merged party agrees to adhere to these Terms.

18.5. On termination or expiry of these Terms for any reason:

18.5.1. the Customer shall immediately pay all of our outstanding invoices or amounts otherwise due;

18.5.2. all licences granted to the Customer to use the Platform and/or any software of Finbridge shall immediately terminate and the Customer shall immediately cease all use of the Platform and/or any software of Finbridge;

18.5.3. Finbridge may destroy or otherwise dispose of any of the Customer Data;

18.5.4. the Subscription shall be cancelled but the Fees shall not be refundable;

18.5.5. the Customer shall within 5 Business Days return or irretrievably delete any materials or property of Finbridge then in its possession or control;

18.5.6. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced;

18.5.7. the following clauses of these Terms shall survive termination, howsoever caused: clause 16 (indemnity); clause ‎17 (limitation of liability); clause ‎18 (termination); clause 20 (waiver); clause 21 (rights and remedies); clause 22 (severance); clause 23 (entire agreement); clause 24 (assignment); clause 25 (no partnership or agency); clause 26 (third party rights); clause 27 (notices); clause 28 (further assurance); clause 29 (subcontracting); clause 30 (set off); clause ‎31 (governing law) and clause ‎32 (jurisdiction) together with Schedule 1 (Glossary) and any other provision of these Terms which expressly or by implication is intended to survive termination.

Finbridge shall have no liability to the Customer if Finbridge is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of Finbridge or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, epidemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. The time for performance of such obligations shall be extended accordingly.

No failure or delay by Finbridge to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in these Terms, the rights and remedies provided to Finbridge under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

22.1. 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.

22.2. If any provision or part-provision of these Terms is deemed deleted under clause 22.1 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.

23.1. These Terms constitute the entire agreement between Finbridge and the Customer and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.2. The Customer acknowledges that in entering into these Terms, it does not rely on, and 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.

23.3. The Customer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

23.4. Nothing in these Terms shall limit or exclude any liability for fraud.

24.1. The Customer shall not, without the prior written consent of Finbridge, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

24.2. Finbridge may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

These Terms do not confer any rights on any person or party (other than the Customer and Finbridge and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

27.1. Any notice or other communication given by a party under these Terms shall be:

27.1.1. in writing and in English;

27.1.2. signed by, or on behalf of, the party giving it (except for notices sent by email); and

27.1.3. sent to the relevant party at the address set out in clause 27.3.

27.2. Notices may be given, and are deemed received:

27.2.1. by hand or courier: on receipt of a signature at the time of delivery;

27.2.2. by first class post: at 9.00 am on the second Business Day after posting;

27.2.3. by email within four hours of transmission to the correct address.

27.3. Notices and other communications shall be sent to each party at their registered address, or such address as is notified by it to the other party from time to time in accordance with these Terms.

27.4. Any change to the contact details of a party as set out in clause 27.3 shall be notified to the other party in accordance with clause 27.1 and shall be effective:

27.4.1. on the date specified in the notice as being the date of such change; or

27.4.2. if no date is so specified, 5 Business Days after the notice is deemed to be received.

27.5. All references to time are to the local time at the place of deemed receipt.

27.6. This clause does not apply to notices given in legal proceedings or arbitration.

Each party shall, at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to these Terms.

We may subcontract or delegate the performance of any of our obligations under these Terms without your prior written consent.

You shall pay all sums owed to us under these Terms without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

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) shall be governed by and construed in accordance with the law of England and Wales.

The Customer and Finbridge each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
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SCHEDULE 1 GLOSSARY