Customer Terms of Service
1. INTRODUCTION
a) These Customer Terms of Service, including a Pricing Schedule as amended from time to time (the “Terms”), set out the terms and conditions pursuant to which Armalytix Ltd, a company registered in England and Wales whose registered office is at The Record Hall, 16-16A Baldwins Gardens, London EC1N 7RJ (“Armalytix”, “we” or “us”) will offer the Services (as defined in section 2) to any person or entity (the “Customer”, “you”).
b) If you are acting as agent on behalf of a third party (such as your employer, your business, or your client) (the “Company”) then such Company shall be the “Customer” under these Terms. You hereby represent and warrant to us that you have authority to bind the Company and agree to these Terms on behalf of the Company. For the avoidance of doubt, these Terms will be a contract between us and the Company as Customer.
c) Armalytix is registered with the Financial Conduct Authority (“FCA”) under the Payment Services Regulations 2017 (“PSD”) for the provision of Account Information Services with reference no. 911236.
d) Please review the Terms carefully. You should contact us for further information or seek independent professional advice if anything is unclear. These Terms apply (to the exclusion of all others), to your use of the Services.
2. THE SERVICES
a) The “Service” or “Services” means:
i. the use of the web-based graphical user interface (“GUI”) or Application Programming Interface (“API”) provided to you by Armalytix; and
ii. the provision of summary financial reports providing combined and consolidated financial information (the “Reports”) extracted from the accounts held at UK-based banks and other financial institutions (“Account Servicing Payment Service Providers”, or “ASPSPs”) of clients and/or potential clients of the Customer (“Clients”), who you have introduced to us and who have used our website(s) and/or mobile applications to facilitate the generation of the Reports.
b) The PSD and FCA’s Perimeter Guidance (“FCA Guidance”) impose certain registration requirements on you in relation to the sharing of consolidated information about payment accounts with Clients. Therefore, in accordance with PSD and the FCA Guidance, you hereby agree:
i. that all account information provided to you by Armalytix shall be used for internal purposes only;
ii. that you shall not allow the Services to be presented within an online service belonging to you without providing Armalytix with prior written notice and either (1) registering the provider of that service as an account information services provider with the FCA; or (2) requesting that Armalytix registers the provider as its agent with the FCA.For the avoidance of doubt, the registrations described in (1) and (2) shall not be required if the account information only contains the underlying user’s name, account number and sort code, or if you wish to share an unamended copy of a financial report containing the account information with the underlying user;
iii. to provide all necessary information to allow Armalytix to complete your FCA registrations as agent as may be necessary, provided that Armalytix acting in its sole discretion may refuse to carry out such registrations.
c) The Service does not include financial planning services, broking services or tax or financial advice. We only provide regulated Account Information Services and do not perform any other regulated activities.
d) We may use third party suppliers to support us in providing the Service. We take reasonable care in selecting our suppliers so as to protect your security.
3. PROPRIETARY RIGHTS AND LICENCE
a) All trademarks, copyright, database rights and other intellectual property rights of any nature in the GUI and API (including its appearance and branding), together with the underlying software code, are owned by Armalytix or its licensors.
b) Armalytix grants you a non-exclusive, revocable right to use the Service in accordance with these Terms.
c) You will not, nor allow third parties on your behalf, to:
(i) make and distribute copies of the GUI or API;
(ii) attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the GUI or API;
(iii) create derivative works of the GUI or API;
(iv) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the GUI or API; or
(v) make alterations to, or modifications of, the GUI or API, or permit the GUI or API to be combined with, or become incorporated in, any other programs (without our express consent).
4. YOUR RESPONSIBILITIES
a) On an ongoing basis, including each time you introduce a Client to us, you hereby represent, warrant and confirm that the Client has expressly consented to your disclosure of their personal information to us, and that such disclosure does not breach your obligations under theGeneral Data Protection Regulation (“GDPR”) and the Data Protection Act 2018, or any other applicable legislation.
b) You will carry out all necessary “Know Your Customer”, anti-money laundering and other necessary due diligence in respect of each Client. You expressly agree and acknowledge that Armalytix shall have no such obligation or responsibility and, further, that Armalytix will not screen Clients, or the source of funds held in the accounts from which we extract the financial data to produce the Reports for the purposes of compliance with anti-money laundering rules and regulations.
c) You must not:
i. use the Services in any unlawful way or in breach of these Terms, or act fraudulently or maliciously;
ii. allow any other person to use your login credentials to access the GUI;
iii. infringe intellectual property rights in relation to the GUI, or your use of it;
iv. use the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other persons;
v. attempt to alter or decipher any transmission to or from the services running any service; or
vi. sell, onsell, resell, license, assign or otherwise grant access to (howsoever described) (“Onsell”) the Service without giving at least 30 days’ notice of such Onsell to us, such notice to include the name and details of your nominated third party, the charges that you will make to that party, and the key terms and conditions of the Onsell. Where you Onsell the Service, you are responsible for carrying out all necessary “Know Your Customer” and other necessary due diligence in respect of each third party to whom you Onsell the service, to ensure that the third party has a valid and necessary need for the Service. Where you fail to do so, you agree that we may hold you liable for any losses arising from said Onsell.
We reserve the right, in our sole and absolute discretion, to: (i) veto any proposed Onsell, (ii) place such conditions as we think fit on an Onsell, and/or (iii) notwithstanding our prior approval of an Onsell, require that, on 1 day’s notice, you disable that third party’s access to the Service.
d) You will pay the fees set out in the Pricing Schedule by the due date set out in each invoice, such invoices to be sent at the intervals specified in the Pricing Schedule.
5. SUSPENDING AND STOPPING YOUR USE OF THE SERVICES
a) We may decline to provide a Service and/or suspend or end your use of the Service at any time. We will usually inform you when this is happening, but we cannot always do so. We might take this action if you breach these Terms and in other circumstances where we believe that there is a valid reason (such as for risk or fraud management) or to protect the operational integrity of the Service.
b) If we suspect that security has been breached, or we suspect unauthorised or fraudulent use of the Service, then we may suspend its use. If we do this, then we will try to contact you (normally by email) to let you know.
c) We may also need to limit, block or stop your usage If we are required to do so by law.
d) You may stop your use of the Service at any time by providing us with 1 month’s notice.
6. LIMITATION OF LIABILITY AND DISCLAIMER
a) The Services have not been developed to meet your individual circumstances. It is your responsibility to ensure that the Services meet your needs.
b) We shall have no liability to you for any damage or alteration to your equipment including your devices as a result of the installation or use of the GUI and our Services.
c) All information, content and materials displayed in the Reports are provided for information only and have been expressly approved by the Client before being sent to you. You expressly agree and acknowledge that Armalytix does not express any view, and makes no representation (whether express or implied), as to the completeness, adequacy and accuracy of the Client’s financial information from which the Reports are generated; and that Armalytix does not provide financial or professional advice.
d) Without prejudice to 6(c) above, where Armalytix has been authorised by a Customer to provide factual details of the Customer’s account(s) with one or more ASPSPs (including, but not limited to, name of account holder, account number or sort code), Armalytix will use its best efforts to ensure that it accurately confirms to you the details it receives from such ASPSP(s), but will not be liable for the accuracy or completeness of the information.
(e) Armalytix makes no warranty, express or implied representation or guarantees as to the fitness for purpose of the Services.
f) Your use of the Service and all information, products and other content (including that of third parties) included in or accessible from the Service is at your sole risk.
g) Save to the extent that we may not exclude or limit our liability by law, we will only be liable to you for any direct loss or damage (and not indirect or consequential) that you suffer as a consequence of our action (or failure to act), and up to a maximum amount in any period of twelve months equal to the aggregate amount received by us from you under clause 4(d) in that period.
h) Where you Onsell the Service, you hereby indemnify and hold us (and our directors, officers, employees or agents) harmless from and against all and any losses (including, without limitation, direct, indirect or consequential loss, loss of goodwill and reputation, lost data, loss of use of the Services and business interruption), damages, liabilities, costs (including, without limitation, Service downtime costs) and expenses (including without limitation reasonable legal fees and disbursements), judgements, penalties, claims, demands, actions, suits, taxes, duties or levies (howsoever they arise) resulting from (i) the Onsell and/or (ii) any additional Onsell or Onsells, whether authorised or unauthorised, of the Service.
7. DATA PROTECTION
a) Any personal information (whether of you or a Client) that you supply to us (and which we collect from you or other sources) will processed by us in accordance with our Privacy Policy.
b) Where a Client asks us to delete their personal information, we will do so in accordance with our Privacy Policy. For these purposes, the Client’s personal information may include any Reports. It is your responsibility to ensure that you download and retain a copy of any Reports that you may need for your own internal, legal or regulatory purposes.
8. PROBLEMS, QUESTIONS & COMPLAINTS
a) If you have questions, problems or complaints, regarding the App then please submit them to [email protected] and include the following information: your name, telephone number; and a description of your concern. Armalytix has an internal complaints procedure, and we aim to handle all problems, questions and complaints efficiently and quickly.
b) If after we have responded to your complaint you remain unhappy, depending upon the complaint, you may be entitled to refer the complaint to the Financial Ombudsman Service (FOS). Further information about the FOS is available from financial-ombudsman.org.uk.
9. CHANGES TO THESE TERMS
a) We may change these Terms at any time and will inform you by e-mail. Any proposed changes will be notified to you at least two months before they are due to take effect.
b) We will always act fairly and reasonably when we make these changes. The most common reasons that they will happen are if:
i. we’re changing the way that an existing part of the Service operates, introducing new functionality, or withdrawing functionality;
ii. we consider that we should take account of developments (or changes we reasonably expect to happen) in technology, security or industry standards and norms;
iii. there are changes in the way that we operate (which could, for example, lead to some aspects of the Service becoming subject to a charge) or we think that we should explain something more clearly; or
iv. there is a change in applicable law (including industry codes), or we respond to decisions of a regulator or court.
c) If you don’t want to accept a change we tell you about in advance, you can suspend or stop your use of the Services.
10. KEEPING IN TOUCH
a) We will normally contact you using the email address which you use to create your User Login, or using notifications within the Service. We will do this to keep you informed of matters relevant to the Service and/or or where we need to in order to comply with our legal obligations. In some circumstances, it may also be appropriate for us to contact you through other means (such as telephone) where you have provided your number to us and it’s helpful to talk things through. When we communicate with you (including by telephone) it is common for us to monitor and keep a record of that communication for quality and training purposes.
b) Please remember to tell us if your details change. If we discover or suspect fraud or a security threat, we will need to contact you. Equally, for security reasons, we may block use of the Service if we are unable to contact you or don’t receive a response when we try to do so.
c) You have the right to receive a copy of these Terms – we will send this to you by email if you request it.
d) The easiest way to contact us is by emailing [email protected].
11. OTHER IMPORTANT TERMS
a) We may transfer our rights and obligations under these Terms to another organisation, but this will not reduce your rights or those obligations. You may not transfer your rights or obligations to another person.
b) If we fail to insist that you perform any of your obligations, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. Any waiver would need to be given by us in writing.
c) These Terms (including a Pricing Schedule, as amended from time to time and our Privacy Policy at https://armalytix.com/privacy-policy/) contain the entire agreement and understanding of the parties relating to the subject matter of the agreement between us and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the same.
d) Each of the conditions of these Terms operates separately. The singular includes the plural and vice versa. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
e) These Please note that these Terms, their subject matter and formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction provided that either of us may enforce any judgement of the courts of England and Wales in the courts of any jurisdiction.