Terms of Service (“TOS”) PSU - UK

1. PARTIES

1.1 The Circit platform is provided by Circit Limited, a company registered in Ireland with company registration number 564144 and registered office at The Business Centre, Mayor Street, IFSC, Dublin 1, Ireland to you and/or your company (“PSU” or “you”). Account Information Services.

1.2 Under Payment Services Directive 2 (PSD2), an Account Information Service is an online service for providing consolidated information on one or more payment accounts held by a payment service user with one or more other payment service providers.

1.3 For payment accounts held in the UK, Account Information Services are provided by Circit UK Limited. Circit UK Limited (“us”, “we”, “our”) is authorised and regulated by the Financial Conduct Authority (FCA FRN 989346). You can view our registration on the Financial Services Register by visiting www.fca.org.uk/register or by contacting the FCA on 0800 111 6768 (freephone) or 0300 500 8082 or by emailing [email protected].

1.4 For payment accounts held within the EU, Account Information Services are provided by Circit Limited. Circit Limited is authorised and regulated by the Central Bank of Ireland (Ref C176625). You can view their registration on the Financial Service Provider Register by visiting https://registers.centralbank.ie/FirmSearchPage.aspx. They can be contacted at +353 (0)1 224 6000 or by email at [email protected].

1.5 For the avoidance of doubt, only the provision of Account Information Services for UK bank accounts, by Circit UK Limited, is supervised by the Financial Conduct Authority.

1.6 You have been invited to share your UK company bank account information by your auditor. They are able to do this as they have licensed the use of an Eligible Product within the Circit platform.

1.7 Should you wish to consent to share your company bank account information within the Services, you are deemed to be a payment service user (“PSU”, ”you”, “your”) for the purpose of the regulated activity and these terms.

1.8 Circit UK’s data controller registration number is ZB350905 and you can check our registration on the Data Protection Public Register by visiting www.ico.org.uk/esdwebpages/search.

2. USING ACCOUNT INFORMATION SERVICES

2.1 Third party audit companies may refer you, as their customer (the PSU), to Circit so that you are able to consent to share your bank account information with the Circit platform, so that can be made available to the audit company that made the original request.

2.2 Where a company refers you to Circit for the purpose of using Circit to perform account information services you agree that:

(a) Circit is providing services to you solely as an account information services provider;

(b) you request that your consolidated information from the relevant payment service provider (i.e. your bank account provider(s)), and you hereby consent to we do the same;

(d) Circit shall make the consolidated information available to you;

(e) to the extent that any intellectual property rights are contained in the consolidated information, and such intellectual property rights belong to the you, you hereby grant a non-exclusive licence to Circit to use the same in order to perform its obligations under this section 3;

(f) Circit shall retain copies of your consolidated information until the earlier of the following:

(i) you request that Circit deletes your consolidated information;

(ii) the relevant audit firm instructs Circit to discard the consolidated information;

(iii) Circit is required by applicable law or regulation to discard the consolidated information,

(g) Circit may access your consolidated information on an ongoing basis provided that:

(i) you shall facilitate Circit’s access to your payment account, using the secure customer authentication method prescribed by your payment service provider at such times as may be required by applicable law or regulation, to authorise and periodically re-authorise Circit accessing the payment account on your behalf;

(ii) such access is consistent with the access rights provided by Open Banking Limited (to the extent such access rights are prescribed by Open Banking Limited);

(iii) these Terms remain in force; and

(iv) such access remains compliant with applicable law and regulation.

(h) Circit may charge the audit firm in respect of the provision of the account information services to you;

(i) Circit shall not charge you for the provision of the account information service.

(j) to the extent permitted by law, Circit disclaims all warranties and representations, whether express or implied, in connection with the performance of the account information service; and

(k) if you have any concerns over the use or distribution of your consolidated information by the relevant audit firm, you shall direct your concerns to the relevant audit firm.

3. CHANGES TO THESE TERMS

3.1 These terms may be updated and modified at any time in our sole discretion.

3.2 Acceptance of updates and modifications will be confirmed by (i) continued use of any part of the Services two (2) months after the modified terms have been posted to the Circit website or (ii) your indication of agreement to the updated terms by renewing your consent to using account information services.

3.3 In accepting this Agreement, you confirm that you have the authority to bind your company to these terms.

3.4 In the event you do not agree to any changes to these terms, you have the right to terminate these terms free of charge and with effect at any time up until the date when the changes apply.

4. THE SERVICES

4.1 Circit shall, during the Term, provide the Services to the PSU on and subject to the terms of this Agreement.

4.2 Circit shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am United Kingdom time; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided Circit has used reasonable endeavours to give the PSU at least 6 Normal Business Hours’ notice in advance.

5. ACCEPTABLE USE POLICY

5.1 You shall keep secure passwords for your use of the Services and frequently change your passwords in line with password management good practice. You must keep your passwords confidential.

5.2 You shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Circit reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause. In line with the above, you shall permit Circit to monitor the Services to identify unusual or unpermitted behaviour on the Circit Platform.

5.3 You shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Circit Platform and/or Software (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(b) access all or any part of the Services and Platform to build a product or service which competes with the Services and/or the Platform; or

(d) subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, sub-license, loan, translate, merge, adapt, vary, modify or otherwise commercially exploit, or otherwise make the Services and/or Platform available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Platform, other than as provided under this clause 5.

(f) make, nor to permit any party to make, any use of the Software other than to avail of the Services;

(g) make alterations to, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(h) create Derivative Works based on the whole or any part of the Software;

(i) provide or otherwise make available the Software in whole or in part (including object and source code), in any form to any person without Circit’s prior written consent;

(j) use the Software in any unlawful manner, for any unlawful purpose; or

(k) infringe Circit’s or its licensor’s Intellectual Property Rights or those of any third party in relation to their use of the Software or Platform.

5.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Platform and, in the event of any such unauthorised access or use, promptly notify Circit.

5.5 The rights provided under this clause 5 are granted to the PSU only and shall not be considered granted to any subsidiary or holding company of the PSU.

6. FURTHER INFORMATION ON RECEIVING ACCOUNT INFORMATION SERVICES

6.1 Under the Payment Services Regulations 2017, Circit UK is required to provide the following information:

(a) The account information services feature enables you, the PSU to access the account, balance and transaction information for the accounts which you have selected and authorised. This is called Account Information Services Data. Upon successful authorisation by you, your bank sends Circit your Account Information Services Data and Circit makes that information available to the Auditor.

(b) In order to set up the account information services feature you are required to take the following steps;

(i) Register and log-in to your Circit account after being invited by an Auditor.

(ii) Click on the new authorisation request for your bank, then follow the instructions provided by your bank to grant authorisation for Circit UK to transmit the Account Information Services Data.

(iii) Once Circit has been authorised by you to transmit the data from your bank it will be made available to the Auditor.

(c) By providing your consent, and agreeing to these terms of service you are agreeing to Circit UK Limited sharing your account information with

(i) Your audit firm – so that they may carry out audit activities with the data

(ii) Circit Limited – so that they can process and store the data for use within the Services

6.2 Circit will not charge the PSU for the account information services feature of the Services.

6.3 Circit UK Limited cannot make any transfers or payments in its status as account information services provider.

6.4 If you grant approval to your Auditor to share Account Information Services Data with an Auditor through the account information service, you permit Circit to transmit your Account Information Services Data in encrypted form to the Auditor.

6.5 In order to use account information services, you will need to have your computer browser up to date and be using a functioning phone or computer that is no more than 3 years old and connected to the internet. All our communications and notifications regarding the account information services will be sent through our Platform or directly to you to the email address provided when you registered to use the Services.

6.6 Once you and your bank have authorised access to your Account Information Services Data, this information will become available to the parties you have authorised through the Circit platform normally within 1 hour.

6.7 We will notify you in the event of suspected or actual fraud or security threats through your Auditor or to the e-mail address you have provided to Circit, which states the nature of the breach, the likely consequences and mitigating measures to address the breach and its effects.

6.8 You must keep your log-in details safe and secure and in accordance with the terms governing their issuance and use. If you become aware of the loss, theft, misappropriation, or unauthorised use of the log-in details, you should notify Circit and the Auditor immediately.

7. PERSONAL DATA

7.1 By agreeing to these terms, the PSU also agrees to the Privacy Notice and Cookie Policy available on www.circit.io. The PSU’s employees and third-party service providers must be informed of and give their consent to the processing of data contemplated under this Agreement, the Privacy Notice and Cookie Policy, where relevant.

7.2 By using Account Information Services you consent and agree to the processing of your personal information and our use of cookies (i) to the extent reasonably required to perform the Services; (ii) as set out in these Terms; and (iii) in accordance with the Policies.

7.3 You shall be the ‘data controller’ and Circit shall be a ‘data processor’ as such terms are defined under EU data protection legislation including the GDPR, where applicable. Please see Schedule 1 for terms relating to our processing of personal data on your behalf under these terms.

7.4 Where Circit processes personal data when performing its obligations under this Agreement:

(a) You hereby consent to Circit’s transfer of relevant Personal Data to Circit’s subcontractors, third party providers, relevant Auditors and relevant Audit Information Providers and agree that Circit may lawfully use, process and transfer your personal data in accordance with this Agreement on your behalf;

7.5 Circit reserves the right to transfer information (including your personal data) to a third party in the event of a sale, merger, liquidation, receivership or transfer of all or substantially all of the assets of Circit’s business provided that the third party agrees to adhere to Circit’s terms relating to personal data and provided that the third party only uses your personal data for the purposes that it has been provided it to Circit. You will be notified in the event of any such transfer and will be afforded an opportunity to opt-out.

8. THIRD PARTY PROVIDERS

8.1 In the event you instruct Circit to transfer, on your behalf, your Personal Data to third parties including Auditors or Audit Information Providers, we disclaim all responsibility for the actions of such third parties or for loss, damages or claims arising as a result of making a transfer of your Personal Data on your behalf. We make no representations or warranties as to the suitability of such third party for receipt of your Personal Data or of the suitability of its third-party services to process your Personal Data.

9. CIRCIT'S OBLIGATIONS

9.1 Circit undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

9.2 The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Circit's instructions, or modification or alteration of the Services by any party other than Circit or Circit's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Circit will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the PSU with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the PSU's sole and exclusive remedy for any breach of the undertaking set out in clause 9.1. Notwithstanding the foregoing, Circit:

(a) does not warrant that the PSU's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the PSU through the Services will meet the PSU's requirements; and

(b) 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 the internet, and the PSU acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.3 This Agreement shall not prevent Circit from entering 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 this Agreement.

9.4 Circit warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

10. THE PSU'S OBLIGATIONS

The PSU shall:

(a) provide Circit with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all necessary access to such information as may be required by Circit;

to provide the Services, including but not limited to your data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Circit, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

(e) ensure that its network and systems comply with the relevant specifications provided by Circit from time to time; and

(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Circit's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the PSU's network connections or telecommunications links or caused by the internet.

11. COMPLAINTS

11.1 If you believe that there has been a breach of the Payment Services Regulations 2017 with respect to the provision of Account Information Services for a UK bank account, please submit your complaint via email to [email protected].

11.2 Please include the following information when submitting your complaint.

• Your name

• Your contact details

• Your business name

• Your preferred contact method (phone / email / letter)

• The factual details of the situation and the compliance failure the complaint is about

11.3 The Complaints Process

(a) A complaint can be made at any time. Once your complaint is received, Circit will send the complainant a prompt written acknowledgement providing early reassurance that it has received the complaint and is dealing with it

(b) Circit will investigate your complaint and attempt to provide you with a written response to resolve the complaint within fifteen (15) calendar days of receipt of your complaint.

(c) If your complaint remains unresolved after fifteen (15) calendar days, you will be advised in writing that additional time due to exceptional circumstances is required to complete the investigation, and to provide a response.

(d) When the complaint is resolved, you will receive a final response letter within thirty five (35) days, informing you of the outcome.

11.4 Dispute Resolution

(a) We will aim to resolve your complaint within 48 hours. If we are not able to do so, we will provide you with an acknowledgement. After we have had an opportunity to investigate your concerns, we will issue you with a final response.

(b) Depending on the nature of your complaint, if you remain dissatisfied with our response, eligible customers have the right to refer your case to the Financial Ombudsman Service (FOS) at South Quay Plaza, 183 Marsh Wall, London, E14 9SR; telephone: 0800 023 4 567; email: [email protected]; or website: www.financialombudsman.org.uk.

(c) If you wish to take your complaint to the Financial Ombudsman, you must do so within 6 months of the date of our final response. For example, if we sent a final response on 7 May, you have until 7 November to refer the complaint to FOS.

(d) We can advise you if you are eligible for such a referral. The FCA DISP handbook, contains further information on whether a complainant is eligible or not.

11.5 Alternative Dispute Resolution

(a) Should Circit confirm that you are not an eligible complainant, you are still able to take your complaint up with the Financial Ombudsman Service, in their capacity as an Alternative Dispute Resolution provider.

(b) The Financial Ombudmsan Service will report differently on cases where complaints were made by eligible complainants vs non-eligible complainants.

12. COMMUNICATIONS UNDER THE PAYMENT SERVICES REGULATIONS 2017 (“PSRS”)

12.1 To the extent we are required to make communications under the PSRs we shall either:

(a) communicate general messages to our customers via the notifications on the website, www.circit.io; and

(b) communicate messages specific to individual customers to the email address provided by the customer during the registration process.

12.2 In the event of suspected fraud, we shall contact you using the email address provided by you during the registration process.

13. PROPRIETARY RIGHTS

13.1 The PSU acknowledges and agrees that Circit and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, this Agreement does not grant the PSU any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

13.2 The PSU acknowledges Circit’s licensor’s ownership of relevant trademarks or other rights and will take no action which would infringe such trademarks.

13.3 Unsolicited ideas or product feedback will automatically become the property of Circit, without any compensation to the PSU and Circit may use or distribute submissions and their contents for any purpose and in any way without any obligations of confidentiality or otherwise.

13.4 Circit confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

14. CONFIDENTIALITY

14.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

14.2 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 this Agreement.

14.3 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 this Agreement.

14.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

14.5 The PSU acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Circit's Confidential Information.

14.6 Circit acknowledges that the PSU Data is the Confidential Information of the PSU.

14.7 This clause 14 shall survive termination of this Agreement, however arising.

14.8 No party shall make, or permit any person to make, any public announcement concerning this 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.

15. INDEMNITY

15.1 The PSU shall defend, indemnify and hold harmless Circit and its successors, parents, subsidiaries, affiliates, officers, directors, employees and legal representatives (collectively the “Indemnified Parties”) against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (a) the PSU’s breach of this Agreement; (b) the unauthorised use of the Circit Platform or Software by the PSU; or (c) any claim that the Circit Platform or Software or the use thereof infringes upon, misappropriates or violates any IPR of any third party, provided that such claim results from or related to (i) an unauthorised modification of the Circit Platform or Software; (ii) the combination of the Circit Platform or Software with software, hardware or equipment not provided by Circit if Circit Platform or Software alone would not be subject of such claim; or (iii) the unauthorised use of the Circit Platform or Software by the PSU, provided that:

(a) the PSU is given prompt notice of any such claim;

(b) Circit provides reasonable co-operation to the PSU in the defence and settlement of such claim, at the PSU's expense; and

15.2 Circit shall defend the PSU, its officers, directors and employees against any claim that the Services infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the PSU for any amounts awarded against the PSU in judgment or settlement of such claims, provided that:

(a) Circit is given prompt notice of any such claim;

(b) the PSU provides reasonable co-operation to Circit in the defence and settlement of such claim, at Circit's expense; and

15.3 In the defence or settlement of any claim, Circit may procure the right for the PSU to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two Business Days' notice to the PSU without any additional liability or obligation to pay liquidated damages or other additional costs to the PSU.

15.4 In no event shall Circit, its employees, agents and sub-contractors be liable to the PSU to the extent that the alleged infringement is based on:

(a) a modification of the Services by anyone other than Circit; or

(b) the PSU's use of the Services in a manner contrary to the instructions given to the PSU by Circit; or

(c) the PSU's use of the Services after notice of the alleged or actual infringement from Circit or any appropriate authority.

15.5 The foregoing and clause 16.4(b) state the PSU's sole and exclusive rights and remedies, and Circit's (including Circit's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

16. LIMITATION OF LIABILITY

16.1 This clause 16 sets out the entire financial liability of Circit (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the PSU:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the PSU of the Services and Documentation or any part of them; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

16.2 Except as expressly and specifically provided in this Agreement:

(a) the PSU assumes sole responsibility for results obtained from the use of the Services by the PSU, and for conclusions drawn from such use. Circit shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Circit by the PSU or a bank or payment institution in connection with the Services, or any actions taken by Circit at the PSU's direction;

(b) 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 this Agreement; and

16.3 Nothing in this Agreement excludes the liability of Circit in any way which may not be excluded by law.

16.4 Subject to clause 16.2 and clause 16.3:

(a) Circit shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) Except with respect to Circit’s obligations as an account information services provider and relating to Account Information Services Data, Circit's total aggregate liability in contract (including in respect of the indemnity at clause 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £100.

(c) With respect to Circit’s obligations as an account information services provider and relating to Account Information Services Data, Circit’s total aggregate liability in contract (including in respect of the indemnity at clause 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement is limited to the maximum sum recovered under Circit’s policy of professional indemnity insurance relating to its activities as an account information services provider.

17. TERM AND TERMINATION

17.1 This Agreement shall commence on the Effective Date and shall continue unless:

(a) either party notifies the other party of termination, in writing, with at least 30 days’ notice; or

(b) otherwise terminated in accordance with the provisions of this Agreement;

and the period from the Effective Date until the date of termination as described above shall constitute the Term.

17.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party 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 15 days after being notified in writing to do so;

(b) an order is made for the winding up of the party, the party passes a resolution for winding up (other than for the purposes of a solvent reconstruction or amalgamation) or a liquidator of the party is appointed; or

(c) an order is made for the appointment of an administrator of the party or an administrator of the party is appointed; or  

(d) the party enters into a compromise or arrangement with creditors; or

(e) the party has a receiver, administrative receiver or manager appointed over all or any part of its assets or undertaking; or  

(f) the party is dissolved; or  

(g) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.2(b)-(f); or

(h) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

17.3 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate;

(b) Circit may destroy or otherwise dispose of any of the PSU Data in its possession unless Circit receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the PSU of the then most recent back-up of the PSU Data. Circit shall use reasonable commercial endeavours to deliver the back-up to the PSU within 30 days of its receipt of such a written request, provided that the PSU has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The PSU shall pay all reasonable expenses incurred by Circit in returning or disposing of PSU Data;

(c) each of the parties shall immediately return or destroy (at the other party’s option) all Confidential Information (excluding Auditor Data) of the other party in its possession or control; and

(d) 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 this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

18. FORCE MAJEURE

Circit shall have no liability to the PSU under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, 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 Circit or any other party), failure of a utility service or transport or telecommunications network, act of God, 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, provided that the PSU is notified of such an event and its expected duration.

19. CONFLICT

If there is an inconsistency between any of the provisions in these terms and the Privacy Notice and Cookie Policy, the provisions in the terms shall prevail.

20. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this 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.

21. RIGHTS AND REMEDIES

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

22. SEVERANCE

22.1 If any provision (or part of a provision) of this 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.

22.2 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.

23. ENTIRE AGREEMENT

23.1 This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter it covers.

23.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

24. ASSIGNMENT

24.1 The PSU shall not, without the prior written consent of Circit, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

24.2 Circit 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 this Agreement.

25. NO PARTNERSHIP OR AGENCY

Nothing in this 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).

26. NOTICES

26.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes or sent by email to the other party's email address as set out in this Agreement.

26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

27. GOVERNING LAW

This 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.

28. JURISDICTION

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

29. INTERPRETATION

29.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Account Information Services Data: data obtained by Circit UK Limited solely through the provision of account information services to you.

Applicable Law: any law, statute, by-law, regulation, order, regulatory policy, guidance or industry code of practice, rule of court or directives, delegated or subordinated legislation in force from time to time.

Audit Information Provider/AIP: a third party such as a bank, legal representative or payment processor that is an intended recipient of an Audit Information Request.

Audit Information Request: each request for information sent by the Auditor to Audit Information Providers in accordance with this Agreement.

Auditor: the originating entity for an Audit Information Request.

Auditor Data: the data input to the Services by the AIP, the Auditor, Circit (at the Auditor’s request) or the PSU including the Account Information Services Data but excluding PSU Data.

Authorised Users: those employees, agents and independent contractors of the Auditor or the AIP who are authorised by Auditor or AIP to use the Services.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London, England are open for business.

Circit Platform: means the software as a service solution provided by Circit Limited to the PSU under this Agreement via a website notified to the PSU by Circit from time to time and includes without limitation, access to the related tools and Documentation, the dashboard and administrative console, Software and any fixes, updates and upgrades provided as more particularly described in the Documentation.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14.5.

Derivative Works: any software programs, and copies thereof, which are based on or incorporate any part of the Software, including without limitation, any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which the Software may be recast, transformed or adapted.

Documentation: the documents made available to the PSU by Circit online via app.circit.io or such other web address notified by Circit to the PSU from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date of this Agreement.

Eligible Product: Verified Transactions (VT), Verified Analytics (VA), Verified Insights (VI), Real-time transactions (RT)

Formal Audit Data: The data relating to a PSU provided by the Audit Information Provider through the Platform in formal response to an Audit Information Request. This excludes clarification queries or other communications sent by the Audit Information Provider to the PSU relating to an Audit Information Request.

Intellectual Property Rights or “IPR”: means all rights in intellectual property including, but not limited to, all such rights now existing or hereafter arising, filed or acquired patents or patent rights, rights associated with works of authorship including copyrights, trademark rights (and goodwill associated therewith), rights relating to the protection of trade secrets, moral rights, rights of publicity, authors’ rights, contract and licensing rights and any other intellectual property rights or proprietary rights of any kind throughout the world resulting from activity in the industrial, scientific, technological, scientific, literary or artistic fields, including any and all extensions, renewals or reissuances of same and shall include such rights as now exist or are subsequently acquired.

Normal Business Hours: 9.00 am to 5.00 pm local United Kingdom time, each Business Day.

PSU Data: the data input to the Services by the PSU up to the point the PSU can delete the data from the Services without the Auditor’s consent.

Software: the online software applications provided by Circit as part of the Services.

Term: has the meaning given in clause 17.1.

Virus: any thing or device (including any software, code, file or programme) which may: 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; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Website: Circit website, at the date of signature available at www.circit.io.

PSU: the customer using Account Information Services, known as the Payment Services User.

29.2 Clause and paragraph headings shall not affect the interpretation of this Agreement.

29.3 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.

29.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

29.5 Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.

29.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

29.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

29.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

29.9 A reference to writing or written includes e-mail.