Credit Passport® Web App and Website
1.1 Welcome to our web app and website (the “App”).
1.2 Capitalised terms used in these terms and conditions (“T&C”) shall have the meaning given in clause 18.1.
1.3 In these T&C:
(a) “we”, “us” and “our” means CRIF REALTIME LIMITED registered at Suite 1, 3rd floor, 11-12 St. James’s Square, London SW1Y 4LB. UK, with company number 10964103.
(b) “you” and “your” means the entity identified in the Online Order Form or through the Credit Gateway platform which is entering into an Agreement with us to enable it and its Users to use the Service.
1.4 By using the App you agree to be bound by:
(a) these T&C; and
(b) the Online Order Form,
which form the agreement between you and us relating to our provision of the Services to you (“Agreement”). If you do not agree with any of the terms of the Agreement, you and any other authorised user for the same entity should stop using the App immediately. Our privacy notice is available below at the end of the present document and on our website (https://www.creditpassport.com/privacy-policy) (“Privacy Notice”).
1.5 The person submitting the Online Order Form:
(a) warrants and represents that he / she has the authority to act on your behalf;
(b) acknowledges that he / she has read and understood these T&C;
(c) acknowledges that he / she has read and understood our Privacy Notice; and
(d) is deemed to have agreed to the terms of the Agreement on your behalf.
2. ABOUT US
2.1 We are authorized and regulated by the Financial Conduct Authority (“FCA”) as an Account Information Service Provider under the Payment Services Regulations 2017 (“PSRs 2017”) with reference number 791914.
2.2 We are the owner and/or licensee of third-party intellectual property rights including algorithms, mathematical models and processes contained in the product known as “Credit Passport™” integrating our Credit Data Behavioural methodology and Moody’s Analytics RiskCalc™ service, which outputs probability of default data on the credit risk profile of enterprises.
2.3 Subject to these T&C we shall provide you via the App with a real time credit risk assessment service which produces a report (“Credit Passport”) containing an alphabetical score and a probability of default over a rolling 12-month period from the date of last update of the Credit Passport.
3. TERM AND TERMINATION
3.1 The Agreement is effective starting from the submission of the Online Order Form (“Effective Date”), continues for a minimum of one month (“Initial Term”) and then automatically renews for successive periods of one month (each a “Renewal Term”) unless terminated in accordance with its terms.
3.2 You may terminate the Agreement at the end of the Initial Term or the then-current Renewal Term by giving us notice at any time. We may terminate the Agreement on two months’ written notice to you, such termination to take effect at the end of the Renewal Term in which such notice expires.
3.3 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party: (i) fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (ii) commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or (iii) becomes insolvent.
3.4 On termination of the Agreement for any reason:
(a) the licences granted under clause 6.1 shall immediately terminate; and
(b) 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 the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
4. REQUEST FOR ACCESS TO BANK ACCOUNT DATA AND CREDIT PASSPORT;
4.1 When you make a request via the App for us to retrieve your Bank Account Data, we may ask you via the App to:
(a) according to PSRs 2017, give us your explicit consent for us to access transaction and other account data from all of your Designated Payment Accounts (“Bank Account Data”) for us to use solely in accordance with the Permitted Purposes outlined in clauses 5.3;
(b) identify yourself to the relevant Financial Institutions;
(c) declare that during the Term you have given your consent for us to obtain Bank Account Data from all your Designated Payment Accounts and agree to notify us immediately if this declaration ceases to be true;
(d) confirm the Third Party Providers and the Third Party Partners to whom you wish us to send the Bank Account Data.
4.2 In order for us to provide the Credit Passport to you, you must:
(a) give us your explicit consent via the App for us to access and use Bank Account Data in accordance with the Permitted Purposes;
(b) only if required by us, immediately after opening any eligible new business banking payment account during the Term, add such new account as a Designated Payment Account via the App and give us your consent for us to access and use the Bank Account Data from such new account in accordance with the Permitted Purposes;
(c) via the App declare that during the Term you have given your consent for us to obtain Bank Account Data from all your Designated Payment Accounts and agree to notify us immediately if this declaration ceases to be true.
4.3 If the consent you give us to access and use the Bank Account Data expires, we may ask you via the App to renew your consent.
4.4 You may at any time via the App revoke or amend the consent you have given us to access and use all or part of the Bank Account Data, but if you do so and we need to use such data to perform the Services, we may immediately cease providing the Services to You.
5. PROVISION OF THE SERVICES
5.1 When you make a request for an updated set of Bank Account Data using the App, subject to your compliance with these T&C we shall use reasonable endeavours to collect all available Bank Account Data directly from your Designated Payment Accounts using an account information service within the meaning of the PSRs 2017.
5.2 After you make a request for a Credit Passport using the App, subject to your compliance with these T&C we shall:
(a) collect all available Bank Account Data directly from your Designated Payment Accounts;
(b) gather data relating to your business and financial position from relevant third party sources, such as, for example, Companies House (“Third Party Data”);
(c) utilise the Bank Account Data and the Third Party Data (together the “SME Data”) in our systems on an “as is” basis and we shall not verify, audit or carry out any due diligence analysis in relation to the SME Data and/or its accuracy, quality or completeness;
(d) use the SME Data to assess your creditworthiness using our credit scoring model;
(e) provide you with a Credit Passport;
(f) provide you with an updated Credit Passport on a regular basis for the duration of the Term;
(g) promptly address any queries that you may have in relation to the content of the Credit Passport, at the time of issue and afterwards;
(h) if you notify us of any error in the Credit Passport, promptly provide you with a new Credit Passport at no cost to You;
(i) in addition, if on the Online Order Form you have chosen to subscribe for the Plus Subscription:
(i) provide you with a Credit Passport report abstract in electronic format on the outcome of such assessment and the level of your creditworthiness (“Credit Passport Abstract”); and
(ii) only when you get an A++, A+, A or B score, award a badge in electronic format containing the same alphabetical score of the Credit Passport report (“Badge”) for display on your website in accordance with the licence granted in clause 6.1;
(j) provide you with information within the App or via email on relevant products and services offered by our Third Party Partners that we believe will be of interest to you.
5.3 We shall only use the SME Data as follows:
(a) to provide you with the Services;
(b) to improve the App, the Services and our services generally;
(c) to anonymise the SME Data and use them for statistical purposes; and/or
(d) to share the SME Data (i) in a form that shows no reference to personal data and no reference to the SME with third parties for statistical purposes and/or (ii) to third parties (for example lenders or professional service companies) for the assessment of your company’s eligibility for their offerings if you have requested us to do so;
(e) to share it with third parties only as described in the Privacy Notice and only for the purposes described in the Privacy Notice;
(the “Permitted Purposes”).
6. GRANT OF LICENCE
6.1 Subject to your compliance with these T&C, we grant You, a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to permit you and your Users to:
(a) store the Credit Passport on computer hardware owned or controlled by you;
(b) share the Credit Passport (without any modifications or deletions) only with a limited number of third parties (including financial institutions) solely for the purposes of such third parties assessing you for credit, on a strictly confidential basis on condition that the relevant third party does not disclose the Credit Passport (in whole or in part) to any other third party; and
(c) only if you have chosen to subscribe for the Plus Subscription or the Premium Subscription:
(i) distribute the Credit Passport Abstract (without any modifications or deletions) to any third party; and
(ii) display the Badge on your website.
6.2 You shall not (and shall procure that your Users shall not):
(a) disclose or distribute any Credit Passport (in part or in whole) to any third party except in accordance with clause 6.1(b);
(b) distribute the Credit Passport Abstract or display the Badge other than in accordance with the licence granted in clause 6.1(c);
(c) sublicense to any third party any rights in or to the App and/or the Assessment;
(d) use the App and/or the Assessment in connection with any prospectus or other offering document with respect to securities or assets of any type (and you acknowledge that the Credit Passport is not appropriate or suitable for such purposes);
(e) use the App for any commercial purpose whatsoever other than to obtain the Services;
(f) use the App in any unlawful manner, for any illegal or unauthorised purpose or in a manner which promotes or encourages illegal activity including (without limitation) copyright infringement;
(g) attempt to gain unauthorised access to: (i) the App; or (ii) any networks, servers or computer systems connected to the App;
(h) modify, adapt, translate or reverse engineer any part of the App or re-format or frame any portion of the pages comprising the App, save to the extent expressly permitted by these T&C or by law; or
(i) except as provided for by clause 6.1(b), copy, reproduce, repackage, further transmit, transfer, disseminate, distribute, redistribute, sell, resell, lease, rent, license, sublicense, alter, modify or adapt the Assessment or store it for any subsequent use by you or by any other person for any purpose, in whole or in part, in any form or manner or by any means whatsoever, except (i) as expressly permitted by these T&C or (ii) with our prior written consent, which may be given subject to conditions.
6.3 You shall be responsible and liable for the acts and omissions of your Users in relation to their access to and/or use of the App, the Assessment and/or the Services as if they were your acts and/or omissions.
6.4 You expressly agree, on behalf of yourself and your Users, that each Assessment:
(a) is, and will be construed solely as, a statement of opinion and not a statement of fact or a recommendation to purchase, hold or sell any securities; and
(b) will be weighed solely as one factor in any investment or credit decision made by or on behalf of you or any User or third party to whom any Assessment is provided. Each such party will accordingly make its own study and evaluation in relation to any investment or credit decision.
6.5 You expressly grant us a non-exclusive, royalty-free, licence to use the SME Data for such purposes as are reasonably required in order for us to provide the Services according to this Agreement or to provide other services to you or to third parties.
7. REPRESENTATIONS AND WARRANTIES
7.1 As of the Effective Date and at all times during the Term you warrant and represent that:
(a) you are an authorised representative of the entity declared in the Online Order Form, and you have permission of the entity detailed in the form to request an Access to Account and a Credit Passport on their behalf;
(b) you are the account holder for the Designated Payment Accounts and have the authority to permit us to access and use the Bank Account Data in accordance with these T&C;
(c) you will provide to us all information and access to all Bank Account Data that can reasonably be regarded as being relevant to the assessment of your creditworthiness. For the avoidance of doubt, this does not include personal bank accounts;
(d) in respect of all Your Additional Data, you have obtained any and all rights and permissions necessary for us, our employees, agents and subcontractors to store, process and transfer all Your Additional Data as required for us to perform our obligations under the Agreement;
(e) any of Your Additional Data you provide to Us via the App contains no Viruses or material which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, facilitates illegal activity or causes damage or injury to any person or property;
(f) you have obtained any and all rights and permissions necessary from Users for the purposes of the Agreement;
(g) you are entitled to transfer all Personal Data you transfer to us so that we and the Third Party Providers and Partners described in our Privacy Notice may lawfully use, process and transfer the Personal Data in accordance with the Agreement and the relevant data subjects, who are not a party to this agreement, (including the Users) have been fully informed of, and where appropriate have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislation; and
(h) at all times when using the App you shall comply with all Applicable Laws and shall procure that all your Users shall comply with all Applicable Laws.
8.1 If the Online Order Form indicates that Fees are payable by you, you shall pay us the Fees in accordance with the following:
(a) you shall pay the Fee shown on the Online Order Form applicable to the Subscription Level which you have chosen on the Online Registration Form;
(b) we shall invoice you monthly, by email to the email address provided by you via the App, for the Fees to be provided during that month;
(c) the fees will be automatically taken via our payment gateway partner, Stripe, Inc. using your registered debit or credit card. All such fees:
(i) are exclusive of VAT, and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(ii) shall be paid in full without any set-off, counterclaim, deduction or withholding;
(d) we may increase the Fees with effect from the commencement of any Renewal Term by giving you written notice at least 28 days prior to the commencement of the applicable Renewal Term.
8.2 Where we provide the App and/or any Services to you free of charge, we reserve the right to charge for the App and/or any Services at any time and for any reason on written notice to you with effect from the next Renewal Term. If we notify you that any Fees are payable and you accept them your continued use of the App and/or any Services is subject to your payment of such Fees with effect from the applicable Renewal Term.
9. CHARGES FOR MOBILE NETWORK CONNECTION SERVICES
You acknowledge that the terms of your agreement with your respective mobile network provider (“Mobile Provider”) will continue to apply to you when you are using the App. As a result, you may be charged by the Mobile Provider for access to network connection services for the duration of the connection while accessing the App or any such third party charges as may arise. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the App, you will be assumed to have received permission from the bill payer for using the App.
10. INTELLECTUAL PROPERTY
10.1 We or our licensors own all rights including Intellectual Property Rights in the Materials. You may not use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate in any form whatsoever the Materials except:
(a) as expressly permitted in these T&C; or
(b) with our prior written consent.
10.2 We and our licensors reserve all rights in and to the Materials not expressly licensed to you under clause 6.1.
11. LINK TO THIRD PARTIES - partners
The App may contain links to websites operated by third party partners (“Third Party Websites”). We do not have any influence or control over any such Third Party Websites and, unless otherwise stated in the App, are not responsible for the Third Party Websites availability or contents.
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of the Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. A party’s Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2 Other than as set out in the Agreement, no party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (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.
13. DATA PROTECTION
For the purposes of Data Protection Legislation, we are the Controller of Personal Data which you or any of your Users submits to us via the App. We will only use Personal Data provided by you and/or your Users in accordance with the Privacy Notice.
14. LIMITATIONS OF LIABILITY; INDEMNITIES
14.1 Nothing in the Agreement shall limit or exclude our liability (i) for death or personal injury caused by our negligence, (ii) for fraud or fraudulent misrepresentation or (iii) to the extent that such liability cannot be limited or excluded by Applicable Laws.
14.2 Subject to clause 14.1, neither party shall be liable to the other under or in relation to the Agreement (whether such liability arises in contract, tort (including negligence), or otherwise) for any loss of profits, sales, turnover, contracts, customers, business, anticipated savings, reputation, software, data or information (in each case whether direct or indirect) or for any indirect or consequential loss or damage, in each case regardless of whether the relevant party was aware of the possibility of such matter.
14.3 Subject to clauses 14.1 and 14.2 our total liability to you under or in connection with the Agreement (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise) shall be limited, in respect of all events occurring in each Subscription Year, to (i) £1,000, and (ii) the Fees paid or payable by you in that Subscription Year, whichever is the greater; save that our liability in connection with any unauthorised or fraudulent access to, or use of, your Bank Account Data shall be limited (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise) to the level of our professional indemnity insurance, prorated as between you and any other users of our services who are affected by the same incident which gives rise to the relevant liability. Neither party shall be entitled to recover from or be liable to the other in respect of any administrative fine or penalty imposed on it pursuant to Articles 83 and 84 of the UK GDPR. As regards the data processing activities that fall within the scope of the UK GDPR, neither Party hereto limits or excludes its liability, or waives its rights, in relation to the provisions set out in article 82 of the UK GDPR.
14.4 Except as expressly and specifically provided in these T&C and to the fullest extent permitted by Applicable Laws:
(a) the App, the Assessment and the Services are provided to you on an “as is” basis; and
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute, common law or otherwise are excluded from the Agreement, including without limitation any warranty, term or condition as to the accuracy, availability, timeliness, completeness, satisfactory quality, performance and/or fitness for purpose of the App, the Assessment and/or the Services.
14.5 We shall not be in breach of the Agreement or liable for failure to provide the Services due to circumstances beyond our reasonable control. We are 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 the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. In addition, we shall not be in breach of the Agreement or liable for failure to provide the Services in circumstances where we are unable to access any part of the SME Data, either because you have not given or re-applied the relevant consent, or because the relevant third party data provider is restricting access for reasons outside our control.
14.6 The Assessment reflects an assessment of your creditworthiness. The Assessment does not provide a credit rating, has not been issued by a credit rating agency regulated by the European Securities and Market Authority (ESMA) or the FCA, as applicable and should not be interpreted or relied upon as such. The Assessment is provided solely for your exclusive use.
14.7 The Assessment is based on data and information furnished by you, or from third party sources that we do not control. We shall have no liability for any loss caused by (i) errors or omissions in any data, information or instructions provided by you or your Users in connection with the App, the Assessment or the Services or (ii) any actions taken by us at your direction.
14.8 You assume sole responsibility for results obtained from your use of the App, the Assessment and the Services and for conclusions drawn from such use.
14.9 You shall indemnify us from and against damages, losses, costs, expenses and liabilities (including reasonable legal fees related thereto) which are directly or indirectly incurred by us as a result of or in connection with:
(a) your use of the App and/or the Assessment otherwise than in accordance with these T&C and Applicable Laws; and/or
(b) any claim made by any third party arising from your and/or your Users’ access to and/or use of the App, the Assessment and/or the Services.
14.10 You shall have sole control and authority with respect to the defence, settlement or compromise of any third party claim to which the indemnity in clause 14.9 applies provided that, unless we are fully released from any claim and are not required to make any admission of liability, you must obtain our prior written consent for any such settlement or compromise.
15. SERVICE SUSPENSION
If we know or reasonably suspect that you are in breach of any term of this Agreement, we reserve the right to suspend or cease providing your access to the App, the Assessment and/or any of the Services, with or without notice, and shall have no liability or responsibility to you in any manner whatsoever if we choose to do so.
16.1 If you have a complaint, please write to us at the email address email@example.com or such other email address as we may notify to you from time to time.
16.2 We will aim to resolve your complaint and issue you with our final response within 15 Business Days from our receipt of the complaint. In exceptional situations, we may not be able to respond within 15 Business Days and, if this is the case, we will inform you of the reasons for a delay. In any event we will provide you with a response to your complaint within 35 Business Days from our receipt of the complaint.
16.3 Depending on the nature of your complaint and if you remain dissatisfied with our response, you may have the right to refer your case to the Financial Ombudsman Service.
17.1 Force Majeure. We shall have no liability to you under the Agreement if we are prevented from or delayed in performing our obligations under the Agreement or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, provided that we notify you of any such event and its expected duration.
17.2 Variation. We reserve the right to update these T&C from time to time. If we do so, the updated version will be effective immediately and the current T&C are available through a link in the App to this page. You are responsible for regularly reviewing these T&C so that you are aware of any updated version of these T&C and you will be deemed to have accepted any updated version of these T&C upon your continued use of the App.
17.3 No Waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement 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.
17.4 Rights and Remedies. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17.5 Severance. If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.6 Entire Agreement. The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether made negligently or innocently and whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.
17.7 Assignment. Neither party shall, without the prior written consent of the other party (not to be unreasonably withheld or delayed), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
17.8 No Partnership or Agency. Nothing in the Agreement is intended to or shall operate to create a partnership 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).
17.9 Third Party Rights. A person who is not a party to the Agreement shall not have any rights to enforce any term of the Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.
17.10 Notices. Any notice required to be given under the Agreement shall be in writing and shall be delivered by email as follows:
• to us at the email address firstname.lastname@example.org and
• to you at the email address you provide to us in the Online Registration Form,
or such other email address as either party notifies to the other party from time to time. A notice sent by email shall be deemed to have been received at the time the email enters the information system of the intended recipient provided that no error message indicating failure to deliver has been received by the sender.
17.11 Governing Law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
17.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
18. DEFINITIONS AND INTERPRETATION
18.1 The following definitions apply for the purposes of the Agreement:
“Agreement” has the meaning given in clause 1.4.
“App” has the meaning given in clause 1.1
“Applicable Laws” means all applicable laws and regulations in the UK and other jurisdictions, including the local laws in any country in which you or your Users use the App or obtain the benefit of the Services.
“Assessment” means the Credit Passport, the Credit Passport Abstract, the Badge and/or any data, opinions, valuations, quotes, statistical, quantitative or other information relating to you generated by the App which we provide to You.
“Badge” has the meaning given in clause 5.2(i)(ii).
“Bank Account Data” has the meaning given in clause 4.1(a)
“Basic Subscription” means the level of subscription identified as such on the Online Order Form.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in accordance with clause 12.1.
“Controller” has the meaning given to such term in applicable Data Protection Legislation.
“Credit Passport®” has the meaning given in clause 2.3.
“Credit Passport Abstract” has the meaning given in clause 5.2(i)(i).
“Data Protection Legislation” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), the United Kingdom General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in each case as amended, extended or re-enacted from time to time and all subordinate legislation made thereunder from time to time.
“Designated Payment Account” means a business banking account which is accessible online and constitutes a payment account within the meaning of the PSRs 2017, for which you are the account holder and in respect of which you submit account details via the App.
“Effective Date” has the meaning given in clause 3.1.
“Fees” means the fees payable by you in accordance with the Agreement, as set out in the Online Order Form or as notified by us to you from time to time.
“Initial Term” has the meaning given in clause 3.1.
“Intellectual Property Rights” means patents, applications for patents, utility models, applications for utility models, domain names, trade marks or trading names (whether or not registered or unregistered rights, including rights to prevent passing off), rights in know-how (including trade secrets, technology, methods of manufacture, specifications and other information), designs (registered or unregistered and including applications for registered designs), database rights, rights to use and protect the confidentiality of confidential information, copyright (including rights in any design or computer software), topography rights and other rights in semi-conductor chips, rights in inventions, the right to claim damages for past infringements of any or all such rights and all rights having equivalent or similar effect wherever situated (whether or not the same are registered or capable of registration).
“Materials” means the App (including its underlying software code) and the Assessment (excluding the Bank Account Data and Your Additional Data).
“Online Order Form” means the online order form completed by you which you submit to us via the App.
“Permitted Purposes” has the meaning given in clause 5.3.
“Personal Data” has the meaning given to such term in applicable Data Protection Legislation.
“Plus Subscription” means the level of subscription identified as such on the subscription plan page.
“Premium Subscription” means the level of subscription identified as such on the subscription plan page.
“Privacy Notice” has the meaning given in clause 1.4.
“Renewal Term” has the meaning given in clause 3.1.
“Services” means (i) the services described in clause 5 and (ii) any other services we provide to you from time to time in connection with the App and/or the Assessment.
“SME Data” has the meaning given in clause 5.2(c).
“Subscription Level” means the level of subscription you have chosen on the Online Order Form, being a Basic Subscription, a Plus Subscription or a Premium Subscription.
“Subscription Year” means a 12-month period beginning on the Effective Date or an anniversary of the Effective Date.
“T&C” has the meaning given in clause 1.2.
“Term” means the Initial Term and each Renewal Term subject to any earlier termination in accordance with the Agreement.
“Third Party Data” has the meaning given in clause 5.2(b).
"Third Party Partners” means third party organisations with whom we have a commercial relationship that includes the promotion of relevant products and services to you.
“Third Party Providers” means third party service providers described in the Privacy Notice with whom we might share your data.
“User” means any person you permit to access and/or use the App.
“Virus” means any program, routine, device or harmful code which (i) is designed to delete, disable, deactivate, provide unauthorised access to, interfere with or otherwise harm any software, program, data, device, system or service; (ii) is intended to provide unauthorised access or to produce unauthorised modifications; or (iii) causes data to be inaccessible, any part of the Service to become inoperable or otherwise incapable of being used in the full manner for which it is being provided.
18.2 Interpretation: References to clauses are to the clauses of these T&C. Clause headings shall not affect the interpretation of the Agreement. Words in the singular include the plural and in the plural include the singular. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. Any reference to any statute, enactment, order, regulation or other similar instrument will be construed as a reference to the statute, enactment, order, regulation or instrument as amended or replaced by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. Any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words.