Dashboard Terms and Conditions

Last updated: 22nd April 2021

These Dashboard Terms and Conditions (“Terms and Conditions”) apply as between the name of the company you provided in the “Company name” section in the onboarding survey, (“Customer”), and Rebank Technologies Limited, a company incorporated and registered in England and Wales with company number 09695886 whose registered office is at 12-18 Hoxton Street, Hackney, London, United Kingdom, N1 6NG (“Rebank”).

Capitalised terms used in these Terms and Conditions are defined in clause 16.

Rebank is authorised and regulated by the Financial Conduct Authority as a registered account information service provider. The registration is available to view on the Financial Services Register by visiting www.fca.org.uk/register or by contacting the FCA on 0800 111 6768 or by emailing consumer.queries@fca.org.uk. Rebank’s data controller registration number is ZA447311, and its full registration is available on the Data Protection Public Register at https://ico.org.uk/ESDWebPages/Entry/ZA447311.

1. DASHBOARD

1.1 Rebank shall, during the Term, make the Dashboard available to the Customer on and subject to the terms of this Agreement.

1.2 Rebank grants to the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to permit the Authorised Users to use the Dashboard during the Term solely for the Customer’s internal business purposes and subject to the terms of this Agreement.

1.3 Such access and licence are granted only in respect of the number of Authorised Super Users and Authorised Restricted Users (where applicable) as requested by the Customer in the Onboarding Survey. Should the Customer at any time wish to increase or decrease its number of Authorised Restricted Users, an Authorised Super User may do so by adding a user within the Dashboard. Such change will not be effective unless and until the Customer receives an email confirmation from Rebank accepting the change to the Customer’s number of Authorised Restricted Users.

1.4 Rebank shall use commercially reasonable endeavours to make the Dashboard available during Business Hours, except during:

(a) planned maintenance carried out during the Agreed Maintenance Window;

(b) unscheduled maintenance performed outside the Agreed Maintenance Window provided that Rebank has used reasonable endeavours to give the Customer at least 48 hours’ notice in advance, and

(c) as otherwise set out in the Support Services Policy.

1.5 Rebank will provide the Customer with the Support Services during Business Hours in accordance with the Support Services Policy.

1.6 Rebank grants to the Customer a revocable, non-exclusive, perpetual, royalty-free, non-transferable licence following the termination of this Agreement to retain the documents (in hard copy or electronic form) generated by the Customer using the Dashboard for its internal business purposes and to make such documents available to an applicable regulatory body.

2. THE ACCOUNT INFORMATION SERVICE

2.1 As part of the Services, Rebank shall provide an account information service, i.e. Rebank shall obtain the Customer’s bank account transaction information (“transaction information”) from one or more bank accounts, in order to provide some form of “consolidated information” about those accounts. Such consolidated information may or may not be created by combining the transaction information with data from other sources (including with Other Data).

2.2 In order to provide the account information service, Rebank must access a Customer’s transaction information held by each relevant bank account provider. The terms of Rebank’s access to the Customer’s UK bank accounts are prescribed by the PSRs and the rules imposed by the “Open Banking Implementation Entity” which is, as at the date this Agreement is entered into, Open Banking Limited (with its website at www.openbanking.org.uk), or such other organisation as may be nominated by the Competition & Markets Authority from time to time.

2.3 Where Rebank provides the account information service, the Customer acknowledges and agrees that:

(a) it consents to Rebank obtaining the Customer’s transaction information from the relevant bank account provider(s);

(b) it consents to Rebank processing the consolidated information for the purpose of providing the account information service;

(c) Rebank shall be responsible for providing a copy of the consolidated information to the Customer;

(d) Rebank may retain copies of the Customer’s consolidated information until the earlier of the following:

(i) Rebank is required to delete the consolidated information in accordance with the terms of the authorisation the Customer has granted in order for Rebank to perform the account information service (whether as a standalone service or as part of the Services);

(ii) the Customer otherwise withdraws its consent for Rebank to retain the consolidated information (it being acknowledged and agreed that, should the Customer withdraw its consent, Rebank may no longer be able to provide the Services generally);

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

in which case, Rebank shall use reasonable efforts to erase or destroy the consolidated information (unless and to the extent that Rebank is required by applicable law or regulation to retain the same) or to anonymise and retain the consolidated information, and the Customer hereby consents to Rebank doing the same;

(e) Rebank may access a Customer’s transaction information, and process and store the consolidated information, on behalf of a Customer on an ongoing basis provided that:

(i) the Customer shall facilitate Rebank’s access to the Customer’s bank account(s), using the secure customer authentication method prescribed by the Customer’s payment service provider(s) (including the relevant banks), at such times as may be required by applicable law or regulation, to authorise and periodically re-authorise Rebank to access the bank accounts on behalf of the Customer;

(ii) the Customer authorises Rebank to do so;

(iii) such access to UK bank accounts is consistent with the access rights provided by Open Banking Implementation Entity (to the extent such access rights are prescribed by Open Banking Implementation Entity);

(iv) this Agreement remains in force; and

(v) such access remains compliant with applicable law and regulation; and

(f) if the Customer withdraws its consent for Rebank to provide account information services, or the Customer fails to authenticate Rebank’s access in accordance with clause 2.3(e) above, Rebank may be unable to provide some or all of the Services. To the extent Rebank is unable to provide some or all of the Services in such circumstances, Rebank shall not be liable to the Customer for any such failure (to the maximum extent permitted by law), and the Customer agrees that it shall not be entitled to a refund of any pre-paid Fees for the Services paid by it in respect of such non-performed, or partly-performed, Services.

2.4 To the extent that Rebank obtains transaction information from bank accounts based outside the UK, the Customer hereby acknowledges and agrees that:

(a) it authorises Rebank to obtain such transaction information from the relevant bank account(s) and to process such transaction information for the purpose of creating consolidated information and providing the Services;

(b) to the extent that Rebank obtains such transaction information from a bank account based in an EU member state, the account information service provided by Rebank to obtain such transaction information shall be subject to the PSD2 and, where applicable, subject to the relevant member state’s local law implementation of the PSD2;

(c) to the extent that Rebank obtains such transaction information from a bank account based outside the EU, the service provided by Rebank to obtain such transaction information may subject to the relevant local law and regulation; and

(d) Rebank may make any changes to its Services, and/or to this Agreement, to the extent necessary to comply with applicable law and regulation to enable Rebank to lawfully and properly perform the Services. Where reasonably practicable, Rebank shall notify the Customer of such changes. Should Rebank make any such changes which deprive the Customer of a material benefit under this Agreement, the Customer may terminate this Agreement by providing written notice to Rebank within one week of Rebank’s notification of the proposed changes; after such period, the Customer shall be deemed to have accepted such changes.

2.5 Where Rebank agrees to do so, it may obtain information from third-party sources which are created for the Customer or which the Customer is otherwise authorised to access and use (“Other Data”).

2.6 The Customer hereby permits Rebank to:

(a) obtain the Other Data from the relevant third party source and process the Other Data for the purpose of creating consolidated information and providing the Services;

(b) retain copies of the Other Data after termination or expiry of this Agreement unless the Other Data contains personal data in which case such Other Data shall be retained in accordance with the Privacy Policy; and

(c) use the transaction information, consolidated information and Other Data, to create derived data.

3. REBANK’S OBLIGATIONS

3.1 Rebank warrants that the Dashboard will perform substantially in accordance with the Documentation.

3.2 The warranty at clause 3.1 shall not apply to the extent of any non-conformance which is caused by (i) use of the Dashboard contrary to Rebank’s instructions; (ii) any modification or alteration of the Dashboard by any party other than Rebank or Rebank’s duly authorised contractors or agents; (iii) any errors arising from incorrect or incomplete Customer Data; or (iv) any inaccuracy or incompleteness arising from Rebank’s use of the information referred to in clause 12.2(c).

3.3 If the Dashboard does not conform with the warranty at clause 3.1, Rebank shall use reasonable endeavours to correct any such non-conformance promptly in accordance with the Support Services Policy. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty set out in clause 3.1. Notwithstanding the foregoing, Rebank:

(a) does not warrant that the Customer’s use of the Dashboard will be uninterrupted or error-free, or that the Dashboard, the Documentation and/or the information obtained by the Customer through the Dashboard will meet the Customer’s requirements or be wholly accurate;

(b) shall not be responsible for faults or delays caused by or relating to third party platforms, products or data; and

(c) 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 Customer acknowledges that the Dashboard may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.4 Rebank warrants that the Support Services will be carried out and with reasonable skill and care.

3.5 Except as expressly provided in this Agreement, (i) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement; and (ii) the Dashboard and the Support Services are provided to the Customer on an “as is” and “as available” basis.

3.6 Rebank uses anti-Virus software in accordance with good industry practice but does not guarantee that the Service is entirely free from Viruses. The Customer is responsible for the proper implementation and maintenance of its own anti-Virus software and other relevant security measures.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer shall:

(a) provide Rebank with all necessary co-operation in relation to this Agreement, and all necessary access to such information as may reasonably be required by Rebank in order to provide the Service and the Support Services;

(b) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner; in the event of any delays in the Customer’s provision of such assistance, Rebank may adjust any agreed timetable or delivery schedule as reasonably necessary;

(c) ensure that the Authorised Users use the Dashboard and the Support Services in accordance with these Terms and Conditions and shall be responsible for any Authorised User’s acts or omissions in connection with the Dashboard or the Support Services, including any breach of this Agreement as if the same were an act or omission of the Customer;

(d) be responsible for the allocation of permissions, via the Authorised Super Users, for Authorised Restricted Users to access different parts of the information within the Dashboard (such permissions being configurable by Authorised Super Users within the Dashboard);

(e) not access, store, distribute or transmit any Viruses or any material during its use of the Dashboard which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, facilitates illegal activity or causes damage or injury to any person or property; Rebank reserves the right, without liability or prejudice to its other obligations to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause 4.1(e);

(f) comply with all applicable laws and regulations with respect to its activities under this Agreement and obtain and shall maintain all necessary licences, consents, and permissions necessary for Rebank, its contractors and agents to perform their obligations under this Agreement;

(g) be responsible for allocating passwords and permissions for access to different levels and areas of the Dashboard;

(h) ensure that its network, hardware, web browsers and systems comply with the relevant specifications provided by Rebank from time to time including as set out in the Documentation; and

(i) be solely responsible for network connections or telecommunications links necessary to use the Dashboard and the Support Services.

4.2 Rebank shall not be liable for failures or delays in providing the Dashboard or the Support Services, to the extent that such failures or delays are caused by the Customer’s acts or omissions (including failures or delays by the Customer in carrying out its obligations under this Agreement).

4.3 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy, timeliness and quality of the Customer Data which is inputted into the Dashboard by the Customer, Authorised Users or by third parties, in each case on behalf of the Customer.

4.4 The Customer must maintain full and regular back-ups of all Customer Data, consolidated information and Other Data. Rebank will make back-up copies of the Customer Data, consolidated information and Other Data on a daily basis during the Term and will retain copies for up to 28 days during the Term. In the event of any loss or damage to Customer Data, consolidated information or Other Data, the sole and exclusive remedy of the Customer shall be for Rebank to use reasonable commercial endeavours to restore the lost or damaged Customer Data, consolidated information or Other Data from the latest back-up of such Customer Data, consolidated information or Other Data maintained by Rebank. However, Rebank shall not be obliged to keep such back-ups, and shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data, consolidated information or Other Data caused by any third party beyond Rebank’s obligation to restore lost or damaged Customer Data, consolidated information or Other Data from the latest back-up of such Customer Data, consolidated information or Other Data as set out in this clause 4.4.

4.5 The Customer shall ensure that: (i) the Customer is entitled to transfer the Personal Data it transfers to Rebank so that Rebank and its subcontractors (including the Hosting Provider) may lawfully use, process and transfer the Personal Data in accordance with the Agreement; and (ii) the relevant third parties (including Authorised Users) have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Requirements. All Personal Data shall be handled in accordance with our Privacy Policy, which shall be deemed to form part of this Agreement.

5. AUTHORISED USERS

5.1 In relation to the Authorised Users, the Customer undertakes that:

(a) each Authorised User shall keep a secure password for their use of the Dashboard, regularly change their password, and not disclose their password to any other person;

(b) no password or login shall be used by more than one person, or by anyone who is not an Authorised User;

(c) it shall maintain a written, up to date list of current Authorised Users (including access rights provided to each Authorised User) and shall provide such list to Rebank within five (5) Business Days of Rebank’s written request at any time; and

(d) it shall be at all times responsible and liable for the acts and omissions of each Authorised User in relation to this Agreement (whether or not such Authorised User is a member of staff of the Customer) as though they were the acts and omissions of the Customer itself.

5.2 The Customer shall not (and shall procure that its Authorised Users shall not):

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to copy, modify, republish, display, transmit, or distribute all or any aspect of the Dashboard in any form or media or by any means or attempt to reverse compile, disassemble, or reverse engineer all or any part of the Dashboard;

(b) access all or any part of the Dashboard in order to build a product or service which competes with the Dashboard;

(c) attempt to circumvent any security or access restriction features within the Dashboard; or

(d) license, rent, lease, transfer, assign, disclose, or otherwise commercially exploit or make the Dashboard available to any third party.

5.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Dashboard and, in the event of any such unauthorised access or use, promptly notify Rebank of the same.

6. PAYMENT SERVICES

6.1 Rebank offers certain payment functionality through its partner Currency Cloud (“Payment Services”). If the Customer successfully completes a request to use the Payment Services on the Dashboard, the Customer’s access to and use of the Payment Services shall be governed by Currency Cloud’s terms and conditions (the “Payment Services Terms”), available at https://www.currencycloud.com/legal/terms/terms-of- use-uk-cc-ltd.

6.2 In order for the Customer to be able to use the Payment Services, the Customer will have to successfully go through Currency Cloud’s onboarding procedure including know-your-customer and anti-money laundering checks, which will involve providing full and accurate information as reasonably requested by either Rebank or Currency Cloud (“Onboarding Procedure”). Neither Rebank nor Currency Cloud shall have any responsibility to provide the Payment Services, or liability for failure to do so, to the extent that the Customer has breached the Payment Services Terms, or has failed to comply fully with the Onboarding Procedure.

6.3 The Fees for Payment Services (“Payment Services Fees”) shall be payable by the Customer in accordance with the Pricing Schedule.

7. CHARGES AND PAYMENT

7.1 The Customer shall pay to Rebank the Fees in accordance with Pricing Schedule. All amounts (including the Fees) stated or referred to in this Agreement are exclusive of value-added tax, which shall be added to Rebank’s invoice(s) at the appropriate rate.

7.2 Rebank shall issue an invoice to the Customer in accordance with the Pricing Schedule. Each invoice for Fees is due and payable within fourteen (14) days of the date of the applicable invoice (the “Due Date”). If the Customer disputes any portion of an invoice, it shall notify Rebank within seven (7) days of receipt of the disputed invoice and shall pay the undisputed portion of that invoice by the Due Date. If Rebank has not received payment of the undisputed amount of an invoice within twenty-one (21) days of the Due Date, it shall send a notice to the Customer (a “Late Payment Notice”). If Rebank has not received payment of the undisputed amount fourteen (14) days after the date of a Late Payment Notice and without prejudice to any other rights and remedies of Rebank, Rebank may, without liability to the Customer, disable the Customer’s passwords, account and access to all or part of the Service and Rebank shall be under no obligation to provide access to any part of the Service or the Support Services while the invoice(s) concerned remain overdue and unpaid.

8. DASHBOARD USAGE DATA

8.1 Rebank shall have the right to collect and retain information about the Customer’s and each Authorised User’s usage of the functionality within the Dashboard (“Dashboard Usage Data”). Such Dashboard Usage Data may be used by Rebank for statistical analysis, for improvement of the Dashboard and Support Services, for billing, and for monitoring of the Customer’s and its Authorised Users’ compliance with this Agreement. The Customer shall promptly provide full answers to such reasonable questions as Rebank may have about the Customer’s usage of the Dashboard and Support Services where Rebank is aware or reasonably suspects that the Customer and/or any of its Authorised Users is or are in breach of any term of this Agreement. Rebank may also collect and store such information about Authorised Users as is necessary for the administration of such Authorised Users’ use of and access to the Dashboard and/or Support Services (including Authorised Users’ contact details) and such information shall be treated in accordance with the Privacy Policy.

8.2 The Customer shall permit Rebank and/or its advisors, on reasonable written notice from Rebank and during normal business hours, to enter the premises of the Customer and to access such systems and information as is reasonably necessary for Rebank to verify the Customer’s compliance with the terms of this Agreement (“Audit”).

8.3 In the event that any non-compliance is discovered, either through the Audit or the Dashboard Usage Data, the Customer shall rectify such non-compliance (including any underpayment of Fees) within fifteen (15) days of notice from Rebank requiring the same.

9. PROPRIETARY RIGHTS

9.1 The Customer acknowledges and agrees that Rebank and/or its licensors own all Intellectual Property Rights in:

(a) the Services, including:

(i) the Dashboard;

(ii) the account information service;

(iii) the Support Service;

(b) the Rebank Materials;

(c) the consolidated information (subject to any Customer or third party Intellectual Property Rights vesting in the same) and the derived data.

9.2 Except as expressly stated herein, this Agreement does not grant the Customer any Intellectual Property Rights in respect of the Services, the Rebank Materials and the consolidated information or the derived data.

9.3 The Customer and its licensors shall own all Intellectual Property Rights in the Customer Data. The Customer grants to Rebank, its Affiliates and subcontractors a non-exclusive, royalty-free, licence to:

(a) use and store the Customer Data to the extent necessary to carry out its obligations under this Agreement, including the right to retain Customer Data following the termination of the Agreement; and

(b) use the consolidated information and the Other Data to the extent reasonably required to perform the Services (to the extent the Customer has any Intellectual Property Rights in the consolidated information or the Other Data).

10. CONFIDENTIALITY

10.1 Unless required by law, each party (a “Receiving Party”) shall not disclose the other party’s (the “Disclosing Party”) Confidential Information and shall not use the Disclosing Party’s Confidential Information for any purpose other than the performance of this Agreement.

10.2 A Disclosing Party’s Confidential Information shall be deemed not 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 Receiving 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.

10.3 The Customer acknowledges that the Rebank Materials constitute Rebank’s Confidential Information.

11. INDEMNITIES

11.1 The Customer shall defend, indemnify and hold harmless Rebank and its Affiliates, together with their officers, directors and employees (together, the “Indemnified Parties”), against all claims, actions, proceedings, losses, damages, penalties, fines, expenses and costs (including court costs and reasonable legal fees) and liabilities arising out of: (i) any breach of clauses 1.2, 4, 5 and 10; and (ii) any claim, demand, proceeding or allegation by a third party (including any Regulator) made against an Indemnified Party arising out of or in relation to any breach of this Agreement by the Customer.

11.2 Subject to clause 11.3, Rebank shall defend, indemnify and hold harmless the Customer against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) and liabilities arising out of any claim, action, suit or proceeding brought by a third party alleging that the Dashboard, when used in accordance with the terms of this Agreement, infringes the Intellectual Property Rights of such third party (an “IP Claim”), provided that: (i) Rebank is given prompt notice of any such claim; (ii) the Customer provides reasonable co-operation to Rebank in the defence and settlement of such claim, at Rebank’s expense; and (iii) Rebank is given sole authority to defend or settle the claim. In the defence or settlement of any such claim, Rebank may procure the right for the Customer to continue using the Dashboard, replace or modify the Dashboard so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on five (5) Business Days’ notice to the Customer without any additional liability or obligation to pay damages or other additional costs to the Customer except a pro-rata refund of Fees paid and not used at the date of termination, less any applicable Payment Services Fees.

11.3 In no event shall Rebank, its Affiliates, officers, employees, agents and subcontractors are liable to the Customer to the extent that the IP Claim is based on (i) a modification of the Dashboard by anyone other than Rebank; (ii) the Customer’s use of the Dashboard in a manner contrary to the instructions given to the Customer by Rebank including that set out in the Documentation; or (iii) the Customer’s use of the Dashboard after notice of the alleged or actual infringement from Rebank.

11.4 Clause 11.2 sets out the Customer’s sole and exclusive remedies in the event of an IP Claim.

12. LIMITATION OF LIABILITY

12.1 Nothing in this Agreement limits or excludes the liability of either party for (i) death or personal injury caused by its negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) to the extent that such liability may not be limited or excluded as a matter of applicable law.

12.2 Subject to clause 12.1, Rebank shall not be liable whether in contract, tort (including negligence), breach of statutory duty, for misrepresentation or otherwise for:

(a) any loss of profits, loss of business, loss of revenue, loss of opportunity, depletion of goodwill and/or similar losses or loss or corruption of data or information (in each case whether direct or indirect);

(b) any indirect or consequential loss or damages however arising in connection with this Agreement;

(c) any inaccuracy or incompleteness of any information Rebank provides to the Customer through the Dashboard, or otherwise as part of the Services, where such inaccuracy or incompleteness arises as the result of any inaccuracy or incompleteness in (i) the transaction information provided to Rebank by the relevant bank (or other payment service provider) and which Rebank uses to create the Customer’s consolidated information or otherwise within the Dashboard; or (ii) any information provided by or on behalf of the Customer (including the Other Data); nor

(d) for loss or damage caused to the Customer, its Authorised Users, its Affiliates and its or their employees, agents or subcontractors by (i) the acts or omissions of the Hosting Provider; (ii) third-party applications or platforms licensed by or controlled by the Customer which may interface with the Service; or (iii) subject to clause 3.6, Viruses.

12.3 Subject to clauses 12.1 and 12.2, Rebank’s total aggregate liability:

(a) subject to clause 12.3(b) and 12.4, shall, in respect of any claim (or series of connected claims) arising out of or in connection with this Agreement, whether in contract, tort (including negligence) breach of statutory duty or otherwise, be limited to a maximum of £1000 per claim (or series of connected claims).; and

(b) subject to clause 12.4, arising out of or in connection with the unauthorised disclosure of a Customer’s sensitive payment data, shall in respect of all events giving rise to such unauthorised disclosure occurring in any Contract Year, be limited to £15,000. For the purpose of the clause, “sensitive payment data” means the Customer’s information which could be reasonably used to carry out fraud, including personalised security credentials (but excluding, in relation to the Customer’s payment account(s), the name of the account holder and the account number), and has been used to carry out fraud in relation to such payment account(s).

12.4 Where the Customer receives the Payment Services, Rebank’s total aggregate liability in respect of any claims for wrongful invoicing or collection of the Payment Services Fees and any Surplus Charges (subject to clause 12.1 and 12.2), shall be limited to the Payment Services Fees and Surplus Charges paid by the Customer. As set out in clause 6.1, the provision of the Payment Services shall be governed by the Payment Service Terms, including any liability arising from or in connection with the Customer’s use of the Payment Services. Except to the extent set out in the first sentence of this clause 12.4, Currency Cloud, and not Rebank, shall be liable for any claims arising from or in connection with the Payment Services themselves.

13. TERM AND TERMINATION

13.1 This Agreement shall commence on the Effective Date and, unless otherwise terminated as provided in clause 11.2 or this clause 13, shall continue for the Minimum Term and shall then renew for successive periods of 30 days (each a “Renewal Term”) unless a party provides at least 14 days’ notice to terminate at the end of the then-current Minimum Term or any Renewal Term (as applicable).

13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement at any time with immediate effect by giving written notice to the other party if: (i) the other party commits a material breach of this Agreement which is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 14 days of being notified in writing to do so; or (ii) the other party becomes Insolvent.

13.3 Rebank may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay the undisputed amount of any invoice within fifteen (15) days of the date of a Late Payment Notice.

13.4 On termination of this Agreement:

(a) the Customer’s licence and the access granted to its Authorised Users in clause 1.2 shall immediately terminate;

(b) the Customer shall immediately return the Rebank Materials in its control or possession;

(c) each Receiving Party shall return a Disclosing Party’s Confidential Information to the Disclosing Party;

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the effective date of termination shall not be affected or prejudiced; and

(e) clauses 3.5, 4.3, 4.4, 4.5, 5.2, 6, 7.1, 8, 9, 10, 11, 12, 13.4, 14, 15 and 16 shall continue in full force and effect.

13.5 Wherever Rebank has a right to terminate this Agreement, it shall also have the right to suspend one or more Authorised Users’ access to the Service.

14. COMMUNICATIONS

14.1 If a Customer is unhappy with the Services for any reason, please contact Rebank’s Customer Services by e-mail at support@rebanknow.com.

14.2 To the extent Rebank is required to make communications under the PSRs, Rebank shall either:

(a) communicate general messages to its customers via the notifications on the Dashboard, https://app.rebanknow.com; and

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

14.3 In the event of suspected fraud, Rebank shall contact the Customer using the contact telephone number provided by the Customer during the registration process.

15. GENERAL

15.1 Interpretation. Clause and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body and that person’s legal and personal representatives, successors or permitted assigns. The words “include” and “including” are deemed to be followed by the words “without limitation”.

15.2 Force majeure. Neither party shall be liable to the other party to the extent it is prevented from or delayed in performing its obligations under this Agreement, by events beyond its reasonable control.

15.3 Variation and waiver. Rebank may make changes to the Service, the Support Service, the Documentation and/or the Support Services Policy from time to time, provided that except in emergencies it gives at least 15 days’ prior written notice of any such change. Otherwise, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 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.

15.4 Publicity. We reserve the right to use your name, company name and or testimonials as a reference for marketing or promotional purposes on our website and in other communication with our existing or potential customers. To decline Rebank this right you need to email stating that you do not wish to be used as a reference.

15.5 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.

15.6 Severance. 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. 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.

15.7 Entire agreement. This 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 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. Each Party agrees that its only remedies in respect of any undertaking, promise, assurance, statement, representation, or warranty that is set out in this Agreement shall be for breach of contract in accordance with the terms of this Agreement. However, neither Party limits nor excludes its liability under or in connection with this Agreement in respect of fraud or fraudulent misrepresentation.

15.8 Partnership and agency. Nothing in this Agreement constitutes a partnership, agency or joint venture between the parties. Neither party shall have any authority or power to bind the other or to contract in the name of or create a liability against the other.

15.9 Assignment. Neither party shall assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

15.10 Third party rights. This Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.11 Notices. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class 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. 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 first-class post or recorded delivery post shall be deemed to have been received two Business Days after posting.

15.12 Governing law and jurisdiction. 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 law of England and Wales. 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 this Agreement or its subject matter or formation (including non- contractual disputes or claims).

16. DEFINITIONS

16.1 The following definitions apply in this Agreement: account information service: in respect of:

(a) the account information service performed by Rebank in respect of UK bank accounts has the meaning given in the PSRs;

(b) the account information service performed by Rebank in respect of EU bank accounts (other than UK bank accounts), shall have the meaning given in PSD2; and

(c) services enabling Rebank’s access to non-UK and non-EU bank accounts shall mean such service performed by or on behalf of Rebank in order to obtain transaction information from such bank accounts.

Affiliates: means, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party with the terms “subsidiary” and “holding company” being given their meaning as set out in section 1159 of the Companies Act 2006.

Agreed Maintenance Window: means the time ranges set out in the Support Services Policy during which Rebank may make the Services unavailable to the Customer where maintenance is required.

Agreement: means these Terms and Conditions the Documentation and any other document explicitly incorporated by reference.

Audit: has the meaning given in clause 8.2.

Authorised Restricted Users: means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Dashboard on a restricted access basis (as may be further set out in the Documentation) and as determined by the Customer, up to the maximum number set out in the Team section of the Dashboard, or as updated from time to time in accordance with clause 1.3.

Authorised Super Users: means those employees, agents and independent contractors of the Customer (up to the maximum number set out in the Team section of the Dashboard, or as updated from time to time in accordance with clause 1.3) who are authorised by the Customer (i) to use the Dashboard without restriction, and (ii) to set the parameters under which each Authorised Restricted User shall have access to the information available within the Dashboard, whether on a per-account or per region basis or otherwise.

Authorised Users: means the Authorised Restricted Users and the Authorised Super Users.

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

Business Hours: means the hours set out as such in the Support Services Policy.

Confidential Information: means, the terms and subject matter of the Agreement and in relation to a party, information (in any form) belonging or relating to it, its associated companies, Affiliates, its or their business, clients, employees, customers, plans, affairs or activities, including any information which the receiving party might reasonably expect would be confidential.

Consolidated information: has the meaning given in clause 2.1.

Contract Year: each successive twelve (12) month period ending on an anniversary of the Effective Date.

Customer Data: means:

(a) the data inputted by the Customer, Authorised Users or by third parties, in each case on behalf of the Customer, for the purpose of using the Services or facilitating the Customer’s use of the Services; and

(b) data generated by the Service specifically about the Customer and its business, excluding transaction information, consolidated information derived data and Dashboard Usage Data.

Dashboard: means Rebank’s online platform which harnesses the Customer’s transaction information and the Other Data to produce a consolidated view of the Customer’s finances, as may be further detailed in the Documentation.

Dashboard Usage Data: has the meaning set out in clause 8.1.

Data Protection Requirements: means as applicable the Data Protection Act 1998, Directive (95/46/EC) of the European Parliament and 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) and any equivalent or replacement law in the UK, the Investigatory Powers Act 2016, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data, direct marketing, electronic communications and privacy as amended, re-enacted, replaced or extended from time to time including where applicable the guidelines, recommendations, best practice, opinions, directions, decisions and codes of practice and codes of conduct issued, adopted or approved by the European Commission, the European Data Protection Board, the UK’s Information Commissioner’s Office and/or any other applicable supervisory authority or data protection authority from time to time and all applicable laws (including judgements of any relevant court of law) and regulations; in each case relating to the processing of personal data; derived data: means data created by Rebank (in the performance of the Services or otherwise) and derived from any or all of the transaction information, consolidated information or the Other Data and which, in each case, cannot be reasonably used to reverse-engineer the transaction information, consolidated information or the Other Data (as the case may be).

Disclosing Party: has the meaning given in clause 10.1.

Documentation: the document(s) made available to the Customer via a website link or email attachment(s) sent by Rebank (and as amended from time to time) which sets out a detailed description of the Service (including user instructions and technical product specifications for the same).

Due Date: has the meaning given in clause 7.2.

Effective Date: means the date on which Rebank provides email confirmation to the Customer that access to the Dashboard has been granted.

FCA: means the Financial Conduct Authority.

Fees: means any fees payable by the Customer to Rebank for the Service, including the Payment Services (if applicable), as set out in the Pricing Schedule.

Hosting Provider: means Rebank’s subcontractor for the hosting of the Software and all data in respect of the Service (and its subcontractors) or any replacement subcontractor appointed by Rebank from time to time (and its subcontractors).

Indemnified Parties: has the meaning given in clause 11.1.

Insolvent: means where a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made, or a resolution passed for the administration, winding-up or dissolution of that party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of that party or that party enters into or proposes any composition or arrangement with its creditors generally, or anything analogous to the foregoing occurs in any applicable jurisdiction.

Intellectual Property Rights: mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Late Payment Notice: has the meaning given in clause 7.2.

Minimum Term: means the period of 30 days.

Open Banking Implementation Entity: has the meaning given in clause 2.2.

Other Data: has the meaning given in clause 2.5.

Personal data and processing: shall have the meaning given to those terms in the Data Protection Requirements (and process and processed shall be construed accordingly).

Privacy Policy: means Rebank’s privacy policy, available at https://rebanknow.com/privacy-policy.html.

PSD2: means the Second Payment Services Directive 2015.

PSRs: means the Payment Services Regulations 2017.

Rebank Materials: means

(a) the Documentation;

(b) the structures of databases, APIs, user interface designs, and graphic designs used within the Software;

(c) the Dashboard Usage Data;

(d) anything developed or delivered by or on behalf of Rebank to the Customer under this Agreement, including any modifications and/or derivative works based on any part of the Services, the Dashboard Usage Data and/or the Documentation; and

(e) the derived data.

Receiving Party: has the meaning given in clause 10.1.

Regulator: means the European Data Protection Board, the UK’s Information Commissioner’s Office, the FCA, and any other supervisory authority, financial regulator, or data protection authority or any other regulator or court.

Services: means:

(a) access to the Dashboard;

(b) the account information service;

(c) the Payment Services; and

(d) the Support Services, to the extent that Rebank provides them to the Customer and its Authorised Users.

Software: means the Rebank online software applications provided by Rebank as part of the Service, including the Dashboard.

Support Services: means the support services provided by Rebank, as set out in the Support Services Policy.

Support Services Policy: means Rebank’s policy for providing support in relation to the Service from time to time as made available via a website link or email attachment sent by Rebank (and as amended from time to time), which shall be deemed to form part of this Agreement.

Term: means the Minimum Term together with any Renewal Term(s) until such time as this Agreement is terminated.

Transaction information: has the meaning given in clause 2.1.

Virus: means any program, routine, device or other feature, including a time bomb, automatic shut-down, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door, or other harmful code or device 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.


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