Terms & Conditions

Last Updated 29th January 2024

Version 1.7

TELL MONEY LIMITED ("Tell"), Company number 12429774, is a financial technology business, providing a range of products and services to financial institutions, businesses, and consumers. By registering on the Tell Website and clicking the check box to acknowledge these terms and conditions, these Terms & Conditions shall be deemed to have been accepted (the "Agreement") by the Client. You represent to us that you have legal authority to bind the entity on behalf of which you are acting.

1. Obligations

1.1. Tell shall;

(a) provide the Services with reasonable care and skill;

(b) ensure that its systems necessary to perform the Services are reliable and capable of performing tasks necessary in accordance with good industry practices, and;

(c) have and maintain appropriate business continuity, disaster recovery, system, and security policies, plans and procedures.

1.2. The Client shall:

(a) co-operate with Tell in all matters relating to the Services;

(b) perform its obligations under these Terms & Conditions with reasonable skill, care and diligence;

(d) not engage in any course of conduct that may bring the Tell's commercial standing or reputation into disrepute or leave Tell liable to criminal prosecution, regulatory action or civil proceedings, and;

(e) provide details of any specific support required from Tell, over and above the services described within the relevant product service terms, in order to meet the Client’s own regulatory obligations, and;

(f) provide, in a timely manner, such information as Tell may reasonably require, and ensure that it is accurate and complete in all material respects.

1.3. If Tell's performance of its obligations under these Terms & Conditions is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, or employees, Tell shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Charges despite any such prevention or delay, and;

(c) be entitled to recover any additional costs, charges or losses that Tell sustains or incurs that arise directly or indirectly from such prevention or delay.

2. Security

2.1. Tell will implement reasonable and appropriate measures to prevent accidental or unlawful loss, access, or disclosure of Data, and to provide security of all systems necessary to perform the Services.

2.2. If either Party becomes aware of an event or a series of linked events which has or will probably have an adverse impact on the security, integrity, availability, confidentiality, authenticity and/or continuity of the Services ("Incident"), that Party shall notify the other Party as soon as reasonably practicable and in any case within no longer than 24 hours and will provide the material details of the Incident including any information that may reasonably assist the other Party to promptly and accurately assess the nature, extent and likely consequences and duration of the Incident.

2.3. Each Party will provide all reasonable assistance in relation to an Incident as requested by the other Party, which shall include:

(a) detailed investigation into the Incident and reporting its findings to the other Party;

(b) providing a remedial plan setting out the steps it is taking to resolve the Incident;

(c) keeping the other Party informed of all remedial actions relating to the Incident until such time the Incident is resolved, and;

(d) assisting the other Party with any notification concerning the Incident that it is required to make to the Regulatory Body and/or its affected customers.

3. Intellectual Property

3.1. The Client acknowledges that all Intellectual Property Rights in the Services, Tell Material, Tell Marks, Tell Website, and Documentation is owned by Tell (" Tell Property"). To the extent any right, title, or interest, including any Intellectual Property Rights, in Tell Property vest in the Client or its Representatives, the Client hereby assigns (or will procure the assignment) to Tell by way of present and future assignment any such right, title and interest (including any Intellectual Property Rights) and the right to apply for all such right, title and interest (including any Intellectual Property Rights).

3.2. Each Party grant the other Party a non-exclusive, non-transferable, worldwide, royalty-free licence for the Term to use, copy, distribute and display its Marks solely for the purpose of displaying or making available the User Terms, providing, or promoting the Service to existing and prospective Users and Clients, and otherwise communicating in relation to the Service in accordance with these Terms & Conditions and with Applicable Law.

3.3. The Client shall not (or permit any other person to), except to the extent expressly permitted under the Terms & Conditions:

(a) copy, modify, duplicate, create derivative works from, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or Tell Property in any form or media or by any means;

(b) decipher, decompile, reverse assemble, disassemble, translate, reverse engineer or otherwise reduce to derive source code, algorithms, tags, specification, architecture, structure or other elements of the Services or Tell Property in any form or media or by any means, in whole or in part;

(c) remove any Tell Mark, trade name, copyright notice and/or any other proprietary notice (as applicable) from any Tell Property;

(d) interface or connect the Service with any software or system, save as agreed with Tell; or

(e) allow access to, provide, divulge, or make available or use the Services or Tell Property to or for the benefit of any third party without the Tell's prior written consent.

3.4. Except as expressly provided in clause 3, neither Party may use the other Party's Intellectual Property Rights without the prior written consent of that other Party.

3.5. Nothing in these Terms & Conditions shall operate to create or transfer any Intellectual Property Rights belonging to a Party to the other Party. Unless expressly set out in the Terms & Conditions, neither Party shall have any claim or interest in the other Party's Intellectual Property Rights.

4. Data Protection

4.1. Each Party shall comply with its obligations under the Data Protection Law and the terms set out in the Terms & Conditions. Tell will process the Client's data in accordance with its privacy policy at https://tell.money/legals/privacypolicy/ which may be updated from time to time. The Parties agree that if Article 44 of the GDPR applies to a transfer of Shared Personal Data from the EEA to the United Kingdom, because the United Kingdom is not a member of the EEA, and the transfer is not permitted under Article 45 of GDPR, the Parties shall promptly enter into the standard controller to controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as may be amended, updated or superseded at the relevant time).

4.2. The Parties acknowledge and agree that in relation to the personal data shared and processed by the Parties pursuant to these Terms & Conditions as set out in the table below (" Shared Personal Data") each Party acts as an independent controller in its own right.

Data subjects:Users

Categories of personal data:User's name, Payment Account provider, number and sort code, transaction details (including date, amount, and payee).

4.3. Each Party may process Shared Personal Data for the following purposes:

(a) provision of the Services in accordance with the Terms & Conditions;

(b) providing and/or receiving the Services or otherwise fulfilling its obligations under the Terms & Conditions;

(d) as may otherwise be required by Applicable Law or Regulatory Bodies.

4.4. Each Party shall:

(a) implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk (taking into account the nature, scope, context and purposes of processing Shared Personal Data), including from unauthorised or unlawful processing; unlawful or accidental destruction, loss, alteration, damage or disclosure of Shared Personal Data;

(b) use appropriate secure methods (including encryption) for transmission of Shared Personal data to the other Party;

(c) ensure that any of its Representatives handle and process Shared Personal Data in compliance with Data Protection Law and have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality in relation to processing Shared Personal Data;

(d) ensure that it has legitimate grounds under the Data Protection Law for the processing of Shared Personal Data and where the legitimate ground relied on is consent, it obtains the data subject's consent in compliance with the Data Protection Law;

(e) ensure that it provides clear and sufficient information to the data subjects as required by the Data Protection Law, including on the purposes, nature and legitimate basis for processing their personal data, and that Shared Personal Data will be transferred to the other Party;

(f) where so required by the other Party, provide reasonable assistance to the other Party in obtaining the data subject's consent and providing the information to data subjects in compliance with its obligations as set out in these Terms & Conditions and in accordance with the procedure as agreed between the Parties.

4.5. If a Party appoints a third party processor to process the Shared Personal Data it shall comply with Article 28 and Article 30 of the GDPR and shall remain liable to the other Party for the acts and/or omissions of the processor in relation to Shared Personal Data and Each Party shall not transfer Shared Personal Data to a third party located outside the EEA unless it;

(a) complies with the provisions of Articles 26 of the GDPR (or, where applicable, the relevant provisions of the UK GDPR) in the event the third party is a joint controller); and

(b) ensures that; (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 of the GDPR; or (iii) one of the derogations for specific situations in Article 49 of the GDPR applies to the

transfer (or, in each case, in accordance with the equivalent provisions of the UK GDPR, where applicable).

4.6. Each Party shall notify the other Party of any personal data breach concerning Shared Personal Data within its control without undue delay after becoming aware of breach, and shall provide all reasonable assistance to the other Party as may be necessary for the other Party to:

(a) remediate any personal data breach; or

(b) fulfil any personal data breach reporting obligations to a Regulatory Body or data subjects.

4.7. Each Party shall promptly inform the other Party of any request, communication or complaints relating to the other Party's processing of any Shared Personal Data or the sharing of Shared Personal Data between the Parties which is made by a Regulatory Body or a data subject or any other person and the Parties will each cooperate and assist the other in relation to any such request, complaint or communication to enable either or both Parties (as applicable) to deal with any such requests, communications and/or complaints in accordance with the Data Protection Law. Provide the other Party such assistance as is reasonably necessary for the other Party to comply with requests from data subjects to exercise their rights under and in accordance with Data Protection Law.

5. Fees and Payments

5.1. Where the Client is receiving Services via an Integration Partner on a managed service basis, fees are agreed between the Integration Partner and the Client. Fees are charged directly by the Integration Partner and payable by the Client.

5.2. Where the Client is receiving services directly via Tell, the Client shall pay Charges in accordance with the terms set out below and in the applicable Service Terms .

5.3. On a monthly basis, Tell shall calculate the Charge due in that month and shall invoice the Client for any amounts due to Tell. The Client shall pay any amounts invoiced in accordance with the terms set out in the applicable Service Terms.

5.4. All Charges and fees are exclusive of VAT and any other applicable tax which shall be, when applicable, payable by the Client in addition. If the Client is required by Applicable Law to make a deduction or withholding from any sums due to Tell, the relevant sum payable to Tell shall be increased by an additional amount as is necessary to ensure that, after such deduction or withholding, Tell receives and retains the net amount equal to the amount to that which Tell would have otherwise received or retained if no such deduction or withholding had been made or required to be made.

5.5. Without prejudice to all other rights and remedies available to Tell in law or in equity, Tell shall be entitled to charge interest at a rate of four percent (4%) per annum above base rate of Barclays Bank Plc on all amounts (except for any genuinely disputed amounts) not paid within thirty (30) days after such payment becomes due and payable.

5.6. Tell has a right to review and amend the Charges:

(a) following an annual review starting on the first anniversary of the Effective Date, as part of which the Parties agree any changes to the Charges payable during next year; and

(b) annually to reflect the increase in price indicated by the percentage increase in the Retail Prices Index (United Kingdom) during the previous year.

5.7. Save to the extent expressly agreed in writing by the Parties or set out otherwise in the Terms & Conditions, each Party shall be responsible for its own costs in connection with its performance of its obligations under the Terms & Conditions.

6. Term and Termination

6.1. This Agreement shall commence on the Effective Date and shall remain in force until terminated in accordance with the applicable Cancellation Policy set out in the Service Terms to which the Client has Subscribed.

6.2. Each Party may terminate the Agreement immediately by giving written notice to the other Party if:

(a) the other Party commits a material breach of the terms of the Terms & Conditions, provided that where such breach is capable of remedy the defaulting Party has been advised in writing of the breach and has not rectified it within thirty (30) days of receipt of such advice;

(b) the other Party suffers and Insolvency Event;

(c) the other Party has broken or breached any Applicable Law necessary for the performance of its obligations hereunder; or

(d) the continued provision of the Services would require a Party to commit a criminal offence or regulatory violation which could enable the Regulatory Body to terminate permissions.

6.3. Tell may terminate or suspend the Agreement in whole or in part immediately by giving written notice to the Client if:

(a) the Client fails to pay any amount to Tell within 30 days of such amount becoming due and payable;

(b) the Client fails to comply with AML Law to the extent it is responsible for complying with it;

(d) a Regulatory Body or a legislative requirement requires Tell to undertake system enhancements and or operational changes that would make it uneconomical to provide the Services, or;

(e) it is required to do so to comply with Applicable Law or a direction by a Regulatory Body.

6.4. The Agreement shall automatically terminate without additional liability incurred by either Party if a Regulatory Body withdraws or threatens to withdraw the Operating Permission or imposes restrictions with the effect that Tell is or will be unable to perform the Services.

6.5. Any termination of the Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

6.6. On termination of the Agreement for any reason:

(a) the Client shall remain liable to Tell for any Charges and any other amounts due under these Terms & Conditions and applicable Service Terms (whether such amounts are incurred before, during or after

termination) and such amounts will become immediately due and payable to Tell;

(b) the Client shall cease to market the Services immediately upon receipt of termination notice;

(d) all licenses and other rights to Intellectual Property Rights granted under these Terms & Conditions shall terminate, and each Party shall cease using Intellectual Property Rights belonging to the other Party or its licensors for which it has been granted a licence or other rights under the Terms & Conditions; and

(e) each Party shall at the other Party's option either destroy or return all copies of Confidential Information belonging to that other Party in its possession or control (except for any Confidential Information which it is necessary for a Party to retain to comply with Applicable Law) and a duly authorised officer of the Party shall certify in writing to the other Party that it has complied with its obligation as aforesaid. The confidentiality obligations under clause 13.6 shall continue to apply with respect to any Confidential Information belonging to a Party retained by the other Party pursuant to this clause.

7. Compliance

7.1. Each Party shall;

(a) perform its obligations under these Terms & Conditions in compliance with Applicable Law;

(b) not (and shall procure that its Representative(s) do not) do or omit to do anything in relation to the Services that would cause the other Party to be in breach of Applicable Law;

(c) ensure that it has, at all times, all licenses, permits, registrations, authorisations or other requests that it is required to hold by Applicable Law or pursuant to any requirements of a Regulatory Body or as are necessary to perform its obligations under the Terms & Conditions, and;

(d) use all reasonable efforts to comply with any requests made by a Regulatory Body and to provide all information, co-operation and assistance reasonably requested by the other Party to enable the other Party to respond to the request of any Regulatory Body.

7.2. In the event that either Party reasonably believes that these Terms & Conditions cannot lawfully be performed or becomes aware that there will be a legal or regulatory change to Applicable Law after the Effective Date which imposes additional material and reasonably unavoidable costs then the Parties will negotiate in good faith to modify the Terms & Conditions. If the Parties are not able to reach agreement within 21 days then either Party may terminate the Agreement by giving 3 months' written notice to the other Party without incurring further liability.

7.3. Tell will carry out customer due diligence and other anti-money laundering checks on the Client, which may include checks on Client's directors, officers, beneficial owners, and other relevant Representatives prior to entering into the Agreement and on an ongoing basis as required to comply with Applicable Law and/or Tell's policies ("Due Diligence Checks"). The Client will provide Tell any information Tell reasonably requires for the Due Diligence Checks in a timely manner. If such due diligence cannot be satisfactorily completed, then Tell may at its discretion and without incurring any liability to the Client, withdraw the Services until such time it is satisfactorily completed.

7.4. The Client shall notify Tell immediately of any changes to its directors, partners, or shareholders (where the latter involves any single shareholder acquiring 10% or more of the share capital or voting rights for the first time) or to its registered address.

7.5. The Client shall notify Tell immediately if criminal charges are brought against any director, partner, or shareholder of it.

8. Liability

8.1. Neither Party shall be liable to the other for special, incidental, indirect, or consequential loss or damage, including without limitation any direct or indirect loss or damages resulting from loss of use, loss of data, loss of profits, loss of goodwill, loss of business arising out of or in connection with the Terms & Conditions, even if such loss was reasonably foreseeable or a Party had been advised of the possibility of it incurring the same.

8.2. Nothing in these Terms & Conditions shall operate to limit the Tell's liability to the Client for:

(a) fraud committed by Tell, its employees, agents, or subcontractors; or

(b) for death or personal injury resulting from negligence of Tell or that of its employees, agents or sub-contractors;

8.3. Subject to clauses 8.1 and 8.2, Tell shall not be liable for:

(a) loss caused by or arising from the default or negligence of the Client or its employees, agents or sub-contractors;

(b) fraud relating to a User caused or facilitated by the Client, its employees, agents or subcontractors;

(c) any claims made against Tell relating any acts or omissions arising that directly relate to those services provided by a third party as part of the Services and with whom Tell does not have an agreement in place in respect of such services.

8.4. Subject to clauses 8.2 and 8.3, Tell's aggregate liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of its contractual obligations arising under these Terms & Conditions or any representation statement or tortuous act or omission including negligence arising under or in connection with these Terms & Conditions shall be limited to ten thousand GBP Pounds (£10,000) per claim or series of connected claims.

8.5. Nothing in this clause shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled.

9. Exclusivity

The Client agrees that during the Term, Tell shall be its exclusive provider of the Services to which the Client has Subscribed, and the Client shall not, directly or indirectly, induce, solicit, procure or otherwise encourage, engage or enter into any arrangement with any other third party for the provision of such services unless Tell confirms, in writing, that it is unable or unwilling to provide such services to the Client. For the avoidance of doubt, this clause does not preclude the Client from engaging in any activities with alternate providers to which the Client has not Subscribed.

10. Disclaimer

Except as expressly set out in the Terms & Conditions, the Services are provided "as is" and Tell does not give any representations, terms, conditions, or warranties of any kind, express or implied, statutory or otherwise, on behalf of Tell or its suppliers, in relation to the Services, including any implied warranties as to satisfactory quality, performance, merchantability or fitness for a particular purpose. Tell does not warrant that the operation of the Services will be uninterrupted or error free. Except as expressly provided herein, Tell makes no representations regarding User Data in terms of their correctness, completeness, accuracy, and reliability or otherwise. The Client acknowledges and agrees that it is solely responsible for any conclusions made or actions taken by it or any third party based solely or in part on the Services.

11. Indemnity

11.1. Subject to clause 11.2 below, each Party ("Indemnifying Party"), at its own expense shall defend or at its option settle, any claim, suit or proceeding ("Claim") brought against the other Party ("Indemnified Party") by a third Party and pay any liabilities, damages and costs awarded in any such suit or proceeding if the suit or proceeding is based on:

(a) infringement of any Intellectual Property Rights of any third party to the extent attributable to the provision by an indemnifying Party of that Party's Marks and/or Material under licence to the other Party; or

(b) the Indemnifying Party's failure to comply with all Applicable Law.

11.2. Subject to clause 11.4 below, both the Client and Tell (being the Indemnifying Party) shall, at its own expense, defend or at its option settle any Claim brought against each other (each being an Indemnified Party) by a third party with whom each Party has entered into an agreement for the provision of Services and pay any liabilities, damages and costs awarded in any such suit or proceeding if the suit or proceeding is based on any act or omission of that other third party.

11.3. The Indemnified Party shall provide the Indemnifying Party with:

(a) full written notice as soon as practicable after it becomes aware of the Claim;

(b) exclusive control over the defence and settlement of such claim including control of any negotiations or proceedings in connection with the Claim; and

(c) proper and full information and assistance at the reasonable expense of the Indemnifying Party to settle or defend any such claim

11.4. The Indemnified Party shall take reasonable steps to mitigate any loss or liability in respect of the Claim and not compromise or settle the Claim in any way without the Indemnifying Party's written consent.

11.5. The Client shall indemnify Tell against any fines and/or penalties related to the Services paid or payable by Tell, save to the extent where such fines or penalties are caused by an act or omission of Tell.

11.6. For the avoidance of doubt, Client's obligation to indemnify Tell under clause 11.5 will apply where fines and/or penalties are paid or payable by Tell as a result of failure by Client to comply or implement any directions as notified by Tell.

12. Service Level

12.1. Tell shall use commercially reasonable efforts to maintain a system up time of 99.9% calculated over a consecutive three-month period. Tell will inform the Client's representative of any scheduled downtime with at least three (3) Business Days' notice.

12.2. Prior to submitting a request for support, the Client shall have performed fault analysis in its own environment. If Tell documents that the support request has been caused by reasons outside the Service Boundary, Tell may charge the Client for the support at its prevailing rates from time to time.

12.3. All enquiries shall be directed to Tell via a named employee of the Client. Tell will refer any requests from Client's Users to the Client.

12.4. Tell shall be available for support from 9:00 hours to 17:30 (UK time) on Business Days. The Service Desk contact details are support@tell.money.

12.5. Tell will endeavour to respond to Client enquiries within the timeframe specified for each Service to which the Client subscribes, as set out in the relevant Service Terms. Nothing within these Terms & Conditions shall bind Tell to specific response or resolution timescales.

13. General

13.1. Terms defined in a Service Terms shall have the same meaning where used in the Terms & Conditions.

13.2. A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

13.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

13.4. Force majeure. Neither party shall be in breach of these Terms & Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Terms & Conditions if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 21 days, Tell may terminate this Agreement by giving seven days' written notice to the Client.

13.5. Assignment. The Client shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms & Conditions without the prior written consent of Tell. Tell may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under these Terms & Conditions.

13.6. Confidentiality. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms & Conditions. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by this clause 13.6. Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms & Conditions. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party's confidential information comply with this clause 13.6; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

The general existence of the Agreement shall not be treated as Confidential Information, and:

(a) Tell may use the Client as a reference and may indicate to third parties that the Client supplies and distributes the Services to Users;

(b) the Client may inform third parties that Tell is the provider of Services under the Agreement, and;

(c) Tell may provide information relating to the Service status directly to the Client's Regulatory Body or, where the Client is working with an external party which holds the responsibilities to a Regulatory Body, directly to that external party.

13.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms & Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms & Conditions.

13.8. Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms & Conditions 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.

13.9. Severance. If any provision or part-provision of these Terms & Conditions is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

13.10. Notices.

(a) Any notice or other communication given to a party under or in connection with these Terms & Conditions shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax, or email.

(b) A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 13.10.a; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.11. Third party rights. No one other than a party to this Agreement and their permitted assignees shall have any right to enforce any of its terms.

13.12. Governing law. These Terms & Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

13.13. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms & Conditions or its subject matter or formation.

14. Definitions

In these Terms & Conditions, unless otherwise stated:

"Account Information Services" or "AIS" means an online service provided to Users to provide consolidated information on one or more Payment Accounts held by the User with an ASPSP;

"Account Information Service Provider" or "AISP" means an entity authorised to provide Account Information Services;

"Account Provider" or "ASPSP" or "Account Servicing Payment Service Provider" means an entity which provides a Payment Account to a User;

"AML Law" means any applicable legislation or regulations in any relevant jurisdiction relating to money laundering, terrorist financing, sanctions and financial crime as applicable to a Party or the subject matter in question from time to time, including, in the United Kingdom: (i) The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; (ii) the Proceeds of Crime Act 2002; (iii) the Terrorism Act 2000; and (iv) the Regulation (EC) 1781/2006, and interpreted taking appropriately into account any guidance and codes of practice issued by the Joint Money Laundering Steering Group (in the United Kingdom) or other applicable Regulatory Body;

"Applicable Law" means any laws, regulations, regulatory constraints, obligations or rules in the United Kingdom, or any other relevant jurisdiction, which are applicable to a Party in connection with the provision of or receipt of Services or performance of its obligations under these Terms & Conditions (including binding codes of conduct and binding statements of principle incorporated and contained in such rules from time to time), interpreted (where relevant) in accordance with any guidance, code of conduct or similar document published by any Regulatory Authority;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are generally open in England for the transaction of normal banking business;

"Charges" means the fees payable by the Client to Tell under these Terms & Conditions and Service Terms, as set out in clause 3 or as otherwise agreed in writing by the Parties;

"Confidential Information" means all information of a secret, confidential and/or competitively sensitive nature that a Discloser or its Representatives directly or indirectly discloses or makes available to the Recipient or its Representatives and "Confidential Information" includes, but is not limited to: (i) all information relating to business, affairs, financial matters, customers, clients, suppliers, plans, intentions, or market opportunities of the Discloser; (ii) the operations, processes, product and service information, know-how, technical information, designs, trade secrets or software of the Discloser; (iii) any User Data and Shared Personal Data; (iv) any other information which is identified as being of a confidential or proprietary nature or ought reasonably to be considered as confidential;

"Data Protection Law" means any applicable legislation or regulations in any relevant jurisdiction relating to the privacy and/or processing of personal data under or in connection with these Terms & Conditions as applicable to a Party and/or the subject matter in question from time to time, including: (i) Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR"); (ii) any legislation ratifying, implementing adopting, supplementing or replacing the GDPR (including, in the United Kingdom, the Data Protection Act 2018 and the applied GDPR as defined in therein ); and (iii) any legislation which implements the European Directive 2002/58/EC, including, in the United Kingdom, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and interpreted taking appropriately into account any guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable Regulatory Body;

"Documentation" means any documents or materials, regardless of media form, including but not limited to the information available on the Website, user or training manuals and information bulletins, made available by Tell to the Client which relates to the Services and as modified by Tell from time to time;

"Effective Date" has the meaning of the date that the Client accepts these terms and conditions by registering on the Tell Website and clicking the check box to acknowledge these terms and conditions;

"Group Company" means, in relation to a Party, any subsidiary or holding company of that Party and/or any subsidiary from time to time of any such holding company, and a reference to a "holding company" or a

"subsidiary" means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006;

"Insolvency Event" means, in relation to a Party, that the Party: (i) is unable or admits inability to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or suspends or threatens to suspend making payment on any of its debts; (ii) has an order made against it or a resolution passed for its administration, winding-up or dissolution or any other corporate step or legal proceeding is taken with a view to the same (otherwise than for the purposes of a solvent amalgamation or reconstruction); (iii) has an administrative receiver, receiver, manager, liquidator, administrator, trustee or similar officer appointed over all or any substantial part of its assets; (iv) enters into or proposes any compromise, composition or arrangement with its creditors generally; or (v) suffers or carries out anything analogous to the foregoing in any applicable jurisdiction;

"Integration Partner" means the service provider who acts as an intermediary, providing the Services to the Client on behalf of Tell;

"Intellectual Property Rights" means all patents, trademarks, service marks, rights in trade names, domain names, business names, trading and company names, logos or get-up, rights in inventions, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly;

"Marks" means in relation to a Party, all trademarks, service marks, trade names, logos, signs and devices whether or not registered created or used under licence by that Party and in existence at the Effective Date;

"Material" means in relation to a Party, all works, copy, designs, data, documentation (which in relation to Tell includes the Documentation) and all other material in any medium that Party provides or makes available to the other Party in connection with these Terms & Conditions;

"Operating Permission" means the permissions granted to Tell by the Financial Conduct Authority to enable it to lawfully provide the Account Information Services;

"Payment Account" has the meaning given to it in Payment Services Regulations 2017;

"Payment Initiation Services" or "PIS" means a service provided by to Users to initiate payments from on one or more Payment Accounts held by the User with an ASPSP;

"Payment Initiation Service Provider" or "PISP" means an entity authorised to provide Payment Initiation Services;

"Recipient" a Party when it receives Confidential Information, directly or indirectly, from the other Party;

"Regulatory Body" means any regulatory, quasi-regulatory or administrative body or other governmental authority that is charged with monitoring, regulating and/or overseeing the business practices of a Party, and/or the creation, enforcement or supervision of, making or compliance with Applicable Law, the Payment Systems Regulator, the Bank of England, HM Treasury, the Information Commissioner, and including without limitation the UK Financial Conduct Authority, the Prudential Regulation Authority, the Bank of England, HM Treasury, HM Revenue and Customs (HMRC), and the Information Commissioner (as relevant);

"Representative(s)" means in relation to a Party, the directors, officers, employees, consultants, agents servants and contractors of that Party, each member of its Group Company and its sub-contractors;

"Services" means the services provided by Tell to the Client as more particularly described in the Service Terms and Tell Website which may be updated from time to time;

"Service Boundary" means the service built and controlled directly by Tell;

"Service Terms" means a service provided by Tell which has particular set of features and Charges to which a Client may subscribe from time to time;

"Shared Personal Data" has the meaning given to it in clause 4.2;

"Subscribed" means that a Client has opted to make use of a service provided by Tell and has completed the necessary process of registration including acceptance of the applicable Service Terms;

"Tell Website" means the website https://tell.money and https://tell.systems and associated subdomains operated by and any other website which is owned and operated by Tell and links to this website;

"Term" means the term of the Agreement, being the period from the Effective Date to the expiry of (whichever occurs later): (i) Initial Term; (ii) any Renewal Terms;

"Third Party Provider" or "TPP" means an authorised service provider that has been introduced as part of the Payment Services Regulations 2017;

"User" means an individual who has accepted the User Terms for the use of the Account Information Services and Payment Initiation Services;

"User Data" means the data, including but not limited to personal information, account information and transaction information which relates to a User;

"User Terms" means the agreement between the Client and a User setting out the terms and conditions of use of the Payment Account Services;

"VAT" means value added tax.

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