Armalytix End User Terms

1. Introduction

What these terms cover

1.1. These Armalytix End User Terms (the “Terms”) set out how we will provide services to you including accessing your financial information from financial institutions and creating reports that you can share with Trusted Third Party Advisors as further detailed below.

Why you should read them

1.2. Please read these Terms carefully before you accept them. These Terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. If you do not agree to these terms we will not be able to provide services to you.

Who we are

1.3. We are Armalytix Ltd (“Armalytix”, “we” or “us”), a company registered in England with company number 11828727 and registered office at The Record Hall, 16-16A Baldwins Gardens, London EC1N 7RJ. Armalytix is registered with the Financial Conduct Authority under the Payment Services Regulations 2017 for the provision of Account Information Services with reference number 911236 which allows us to access financial information about you from financial institutions with whom you hold accounts.

Our agreement with you

1.4. These Terms form a binding agreement between you and us. By entering into the agreement you also agree that your personal data will be processed in accordance with these Terms and our Privacy Policy which can be found on our website or by clicking here.

Trusted Third Party Advisors

1.5. You have been introduced to us by a Trusted Third Party Advisor (“TA”). TAs may be professional advisors such lawyers or accountants or any other entity that may legitimately request financial information about you in connection with products or services you may obtain, or are considering obtaining, from them. You have been referred to us because your TA requires certain financial information, typically either once or periodically, in order to provide services to you and we can help provide that information to you so you can share it with your TA. TAs will either have entered into an agreement with us or a reseller of our services for the provision of services to them.

2. The Service We Provide

2.1. The Service includes:

(a) providing you with access to our website and application (our “Platform”);

(b) using our Platform to combine your personal financial information from your accounts at UK-based banks and other financial institutions (“Accounts”), in one consolidated view. To do this, we request financial information from your Accounts (“Account Information”) held online by the UK banks and other financial institutions with which you have a customer relationship (your “Providers”). You expressly consent to this by entering into this agreement with us and each time you request Account Information using our Platform;

(c) allowing you to upload additional financial information that cannot be accessed through this service such as information about investments and pensions; and

(d) adding supplementary information such as answers to questions and/or categorisation of your spending and income and to provide a consolidated, summarised report (a “Report”) of that information to a TA who has requested the data from you in order to better understand your financial situation or information about your Accounts.

2.2. You may not be able to access all of your Accounts through the Platform. Details of Accounts that can be accessed are shown within the ‘Add Bank’ section of the Platform. If we do not support a particular Account or financial institution, you will not be able to include information from that institution in your financial report via Open Banking, although you may be able to upload supporting documentation manually.

2.3. 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.

2.4. 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.

2.5. You acknowledge and agree that the Service is not endorsed or sponsored by the Providers of your Personal Accounts.

2.6. Access to the Service is provided for convenience and on an “as is” basis. You acknowledge that the Service is dependent upon third parties. We try to ensure that the Service is available to you at all times, but technical difficulties could be encountered in connection with the Service and/or the internet may be interrupted through no fault of Armalytix. These difficulties may include, but are not limited to, failures, delays, malfunction, fraud, software or communication link inadequacies, maintenance requirements or other causes. We make no warranties, express or Implied representation or guarantees as to the merchantability or fitness for purpose of the Service.

2.7. If you have any issues with the Service, please contact us at [email protected] and we will do our best to help you.

3. Who Can Use Our Service?

3.1. Our Service can be used by both businesses and individuals in a personal capacity provided that they have Accounts in the UK.

3.2. If you are an individual:

(a) you must be 18 years or older; and

(b) by agreeing to these Terms and using the Service you warrant that you are 18 years or older.

3.3. If you are a business:

(a) you must be established in the UK; and

(b) you must be authorised by your business to enter into this agreement.

4. Duration of Agreement

4.1. Our agreement with you will start when you agree to these Terms and start using the Service and will last until it is ended in accordance with section 12.

5. Accessing the Service Securely

5.1. To access the Platform and use the Service you must register with us and create an account which will include a username and password (your “User Login”). You may receive an email prompting you to do this when a TA refers you to us. This section contains information on how you can keep your User Login safe.

5.2. When you create a User Login, you can choose your own password. As a security precaution, we won’t be able to see your password, but we will store it securely. You must keep your password secret. You should ensure your password is not easy to guess and our Platform may reject passwords if they do not meet certain criteria. If you lose your password you will need to create a new password. We’ll never ask you to tell us your password or recovery code, so you shouldn’t share it with anyone, even if you think that they work for Armalytix.

5.3. Unless it’s caused by our fraud, gross negligence or wilful default, you are responsible for (and agree to hold us harmless from any loss or damage associated with) unauthorised access or changes to your User Login and/or activity on your Accounts resulting from shared access to devices you use to access the Platform or from other people having access to your User Login or password.

5.4. If you know or suspect that your User Login or password has been lost, stolen, compromised or someone has used it without your permission, you must tell us as soon as possible. You can let us know by emailing [email protected]. If you do so, then we can deactivate your account (including access to your Accounts through the Service) but you may also wish to inform your Providers if the security of any Accounts may have been compromised.

6. Your Account Information and Other Content

We will act on your behalf

6.1. If you want to retrieve Account Information using the Service you must instruct us to do so by telling us the name of all the Providers of the Accounts you want to access on our Platform and following the instructions to request the Account Information. By doing so:

(a) you authorise us (and our third-party suppliers we use to provide the Service) to contact your Providers, on your behalf, to retrieve Account Information requested by you;

(b) you explicitly consent to us (and our third-party suppliers) acting as your agent to contact the Providers and to obtain your Account Information, in respect of the Accounts that you add into the Service;

(c) you understand and agree that the Providers shall be entitled to rely on the authorisation you have given to us to retrieve Account Information; and

(d) you understand and agree that Providers neither sponsor nor endorse the Services.

6.2. When you add an Account to the Platform, Armalytix will access the Account Information from the relevant Provider through a dedicated interface made available to us by your Provider. This allows us to make requests to your Provider to send us Account Information. Your Provider will then send this information to us unless you have told them not to. Many of these direct interfaces are supported by the UK’s Open Banking initiative and you can find more information about how this works (including FAQs) at: www.openbanking.org.uk.

6.3. Depending on the information requested by your TA, we may request any or all of the following Account Information from your Providers:

(a) account name, number and sort code;

(b) account balance and transaction history;

(d) details of payment instruments such as debit and credit cards; and

(e) other information relating to your Account that your Provider may make available.

6.4. When you request Account Information through our Platform you will be redirected to your Provider’s website or application where you will need to log in, as you usually would to access your Account, and consent to your Account being connected with Armalytix. For the avoidance of doubt, Armalytix never sees or stores your Account log in information. Once you have provided consent to your Provider for us to Access your Account it will be valid for up to 90 days.

6.5. You can add Accounts to, or remove Accounts from, the Platform at any time. If you remove an Account that means you withdraw your consent to your Provider for us to retrieve Account Information about it and if you wish to access the Account again in the future you will need to go through the process outlined in clause 6.4 again. You can also ask the Provider of the Account to remove consent for us to access your Account.

6.6. When you add an Account to the Platform, and anytime thereafter while it is on the Platform, you may request that we keep your Account Information up to date. This may be done on an ad-hoc or a regular basis, for example:

(a) once every day if we hold the necessary and up to date login information for the Provider;

(b) each time you log in to the Platform; and

6.7. Your explicit consent for us to access specific Accounts or Providers will be subject to a 90-day time limit. Once this limit is reached for an Account you will need to provide updated consent on the Platform if you wish us to be able to continue accessing and retrieving Account Information from the Provider.

6.8. For compliance purposes and in order to provide the Service to you, you hereby authorise us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and Account Information. When you register for the Service and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you.

7. Warnings and Things for You to Check

7.1. The Providers are wholly responsible for the Accounts you hold with them. This applies even when any information regarding those Accounts is displayed or transmitted by the Service.

7.2. Your use of the Service is entirely voluntary. Some Providers of Accounts are required by law to allow us to access Account Information once you have explicitly consented to us doing so. Some may, however, impose restrictions (such as under the terms that you have agreed with them). It is your responsibility to check if your Provider stops you from using the Service (for example, by prohibiting you from downloading your Account Information using tools like the Service). We have no control over your right or ability to view your Account Information or transact on your Accounts.

7.3. By entering into this agreement, including each time you use the Service, you confirm to us that:

(a) you are legally authorised to use and access each Account you add to the Platform (regardless of whether or not you are the Account holder) and in the case of any joint account, all joint account holders have consented to your use of the Service. You may not use the Service in respect of any Account you are not authorised to use; and

(b) you have the right to use the Service in respect of each Provider and Account.

7.4. We do not check the Account Information for accuracy, legality or otherwise. We are not responsible for the Account Information, the way that your Accounts operate, or other products and services offered by your Providers or other parties.

7.5. You acknowledge there may be issues with accessing Account Information, and with Account Information being accurate or up to date. For example, when displayed through the Service, Account Information is only updated as recently as is shown in the relevant page of the Service. You may be able to request a refresh through the Service if it appears to be out of date.

7.6. You are responsible for checking the accuracy of the Account Information and any Reports produced prior to you sharing it with a TA. We will not release a Report to a TA prior to receiving your express consent to do so. Armalytix cannot be held responsible for any data inaccuracies whatsoever either:

(a) in the Account Information presented in the Service; or

(b) in Reports sent to TAs.

7.7. By uploading or submitting any information, content or materials to the Platform as set out in section 2.1(c), you agree that we (and our third party suppliers) can use it in conjunction with Account Information to produce Reports and provide the Service to you.

7.8. We use cookies and similar technologies to provide the Service. By using the Service, you agree to the terms of our Privacy Policy, which forms part of these Terms and our agreement with you.

8. Internet Access, Compatible Devices And Availability Of Service

8.1. You are responsible for ensuring that you:

(a) use a device that allows you to access our website or application; and

(b) make all arrangements necessary to ensure you have an internet connection that allows you to access our website or application on your device including paying for such connection if applicable; and

(c) you have obtained permission from the owners of the device that are controlled, but not owned, by you, to use the Service.

8.2. We cannot guarantee that the Service will always be free from Viruses. You are responsible for configuring your information technology (including your mobile telephone) in order to access the Service and for the security of your internet connection, and you should use your own virus protection software.

9. Intellectual Property Rights and Licence

9.1. All trade marks, copyright, database rights and other intellectual property rights of any nature in the Service (including its appearance and branding), together with the underlying software code, are owned by Armalytix or its licensors. We may also use open source software code in the Service.

9.2. Armalytix grants you a non-exclusive revocable right to use the Service in accordance with these Terms.

9.3. You will not, nor allow others, to:

(a) make and distribute copies of the Service;

(b) attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the Service;

(d) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service; or

(e) make alterations to, or modifications of, the Service, or permit the Service to be combined with, or become incorporated in, any other programs or software.

10. Acceptable Use Restrictions

10.1. You must not:

(a) use the Service in any unlawful way or in breach of these Terms, or act fraudulently or maliciously (for example, by accessing, or attempting to access, other peoples’ Accounts through the Service);

(b) allow any other person to use your User Login credentials to access the Service;

(d) upload any material that is, or any part of it is, explicit, defamatory, or in any way offensive;

(e) upload material other than documents and images relating to your financial activity;

(f) upload any material that:

(i) may be harmful to or damage our systems such as viruses and malware; or

(ii) may allow you or others access to our systems and/or information that we hold;

(g) infringe intellectual property rights in relation to the Service, or your use of it;

(h) use the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other persons (for example, we expect fair levels of use and would not expect you to make a large number of manual requests for Account Information to be updated); and

(i) attempt to alter or decipher any transmissions to or from the servers running any service (for example, by trying to break the encryption protecting those transmissions).

11. Data Protection

11.1. Armalytix respects your privacy and is committed to protecting your personal data. Our Privacy Policy sets out how we process any personal data that we collect or you provide to us as well as your rights under data protection law.

11.2. We will process your personal data in accordance with these Terms and our Privacy Policy.

12. Ending and Suspending the Agreement

12.1. This agreement will continue to apply until it is ended by either you or us as set out in this section.

12.2. You can end this agreement at any time by emailing us at [email protected]. We may ask you for additional identity information to verify that it is you asking to end the agreement.

12.3. We may suspend or end the agreement at any time:

(a) if you breach any of these Terms;

(b) if the law or one of our regulators requires us to do so;

(d) if we have concerns about the security of your User Login;

(e) if we suspect unauthorised or fraudulent use of the Service; or

(f) by giving you notice by email.

12.4. If the agreement is ended for any reason:

(a) we will email you to confirm that the agreement has ended;

(b) you will no longer be able to access the Platform or use the Service;

(c) we will delete your personal data subject to our Privacy Policy, though please note that we are required to retain limited information for regulatory and legal reasons.

12.5. In some cases, to enable us to lift a limit, suspension or other stop on your use of the Service, we may need you to provide us with further information.

13. Limitation of Liability

A. General

13.1. The Service has not been developed to meet your individual circumstances. It is your responsibility to ensure that the Service meets your needs.

13.2. We will have no liability to you for any loss of profit, loss of revenue, loss of business, business interruption, or loss of business opportunity. We also 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 Service. If you have any questions regarding this, contact [email protected].

13.3. All information, content and materials displayed provided to you through your use of the Service is provided for information only. Armalytix does not provide financial or professional advice. You should not rely on information, content or materials on the Platform as the sole basis for making a financial decision. You should use your own judgment and seek professional advice if appropriate. Accordingly, you agree that we are not responsible or liable to you for:

(a) any action (or inaction) resulting from use of or reliance on information, content and materials displayed in the Service (or any loss or damage you suffer as a result);

(b) third party sites or services linked to or accessed from the Service (or your use of, or reliance on, those sites or services); or

(c) any dealings you have with third parties (including your Providers and other services providers) through the Platform.

B. Our responsibility

13.4. We shall have no liability to you under or in connection with these Terms (including your use of the Service) whether in contract, tort (including negligence) or otherwise except as set out in below.

13.5. The Service is provided to you free of charge. Our liability in relation to the Service is limited to:

(a) not meeting our obligations under the applicable law to protect your information or keep it secure, or

(b) any obligation under the applicable law that we cannot exclude (or limit, to the extent that it cannot be limited).

(c) and in all circumstances we will only be liable to you for any direct loss or damage that you personally suffer that is a foreseeable result of all such causes up to a maximum of £500 per claim.

13.6. We are not liable to you for any loss you suffer that arises from:

(a) your breach of these Terms;

(b) you acting fraudulently or illegally;

(d) us following your instructions (such as sharing a Report with a TA);

(e) events outside of our control;

(f) actions we are required to take in order to comply with our legal obligations.

13.7. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:

(a) for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;

(b) our fraud or fraudulent misrepresentation; or

13.8. For the avoidance of doubt, in no event shall we be responsible for indirect or consequential loss or damage.

C. Your responsibility

13.9. You agree to protect and fully compensate us and our affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable solicitors’ fees) caused by or arising from your use of the Service, your violation of these Terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.

14. Disclaimer

14.1. 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.

14.2. To the maximum extent permitted by law, we disclaim all implied warranties with regard to the Service. We do not promise that the Service will meet your requirements or that the quality of any products, services, information, or other material obtained by you through the Service will meet your expectations; that the Service will be uninterrupted, timely, secure, or error-free; that the information, content or materials displayed in the Service are accurate, reliable, sufficient or error-free. We do not promise that the information on our system is, when accessed by you, up-to-date or complete. The Service is provided “as is” and “as available” without warranty of any kind.

14.3. Android devices allow apps to draw or run over other apps, or otherwise interact with other apps (“Overlay Functionality”). This functionality could be abused by third parties to capture the content of the Service and therefore poses a security threat. We strongly advise you not to allow other apps to use Overlay Functionality in order to prevent possible misuse of information such as personal information, access credentials or banking information. If you do permit other apps to use the Overlay Functionality then (unless it’s caused by our failings) you are responsible for (and agree to hold us harmless from) any unauthorised access or changes to, or transactions on, your Account(s) resulting from the use of the Overlay Functionality.

15. Problems, Questions and Complaints

15.1. If you have questions, problems or complaints, regarding the Platform or the Service then please let us know by emailing us at [email protected] and including the following information:

(a) your name;

(b) telephone number; and

15.2. Armalytix has an internal complaints procedure and we aim to handle all problems, questions and complaints efficiently and quickly.

15.3. If after we have responded to your complaint you remain unhappy, depending upon the complaint and whether or not you use the services for business purposes, you may be entitled to refer the complaint to the Financial Ombudsman Service (FOS). Further information about the FOS is available from their website www.financialombudsman.org.uk.

16. Changes to these Terms

16.1. We may change these Terms at any time and will inform you of a change either (i) through the Service, when you next log in, or (ii) by email. The new terms may be displayed on-screen and you may be asked to read and accept them to continue your use of the Service.

16.2. We will always act fairly and reasonably when we make these changes. The most common reasons that they will happen are if:

(a) we’re changing the way that an existing part of the Service operates, introducing new functionality, or withdrawing functionality;

(b) we consider that we should take account of developments (or changes we reasonably expect to happen) in technology, security or industry standards and norms;

(c) 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

(d) there is a change in law (including industry codes and guidance) that we follow, or in response to decisions of a regulator or court.

16.3. If you don’t want to accept a change we tell you about in advance, you can close your account as detailed in section 12. You can also end this agreement by closing your account at any time after we make the change but the change will apply to you until you do so.

17. Keeping in Touch

17.1. The easiest way to contact us is by emailing [email protected].

17.2. We will normally contact you using the email address which you used 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 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.

17.3. 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.

17.4. You have the right to receive a copy of these Terms – we will send a copy to you by email if you request it.

18. Other Important Terms

18.1. 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.

18.2. If we fail to insist that you perform any of your obligations under these Terms, 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.

18.3. These Terms (together with our 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.

18.4. Each of the conditions of these Terms operates separately.

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

18.6. 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.

18.7. These Terms are written in English and all correspondence relating to our agreement with you shall be in English. In the event these Terms are translated into another language the English language version of the agreement shall prevail in the event of a conflict.

18.8. 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 non-exclusive jurisdiction.

Terms Last Updated 20 December 2021.

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