Terms and conditions of use

Introduction

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Mintly Ltd the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Mintly Ltd and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Mintly Ltd and accessing the Website in connection with the provision of such services.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

Intellectual property and acceptable use

1. All Content included on the Website, unless uploaded by Users, is the property of Mintly Ltd, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission

2. You may, for your own personal, non-commercial use only, do the following:

   1. retrieve, display and view the Content on a computer screen

3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Mintly Ltd.

Prohibited use

1. You may not use the Website for any of the following purposes:

   1. in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;

   2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;

   3. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

Use of Mintly Bank Validation Services

The following terms and conditions apply to customers subscribing to Mintly's Bank Validation Services. Mintly grants a customer a personal, non exclusive, non transferable, terminable licence to use the bank account and sort code API services ("Bank Validation Services")

Prices listed on this website are in GBP and exclusive of VAT. Mintly Ltd is registered for VAT, registration number GB 434 4233 19

Grant of Licence

The foregoing grant of licence by Mintly is subject to the following conditions:

1. The subscription (including API Keys) may not be sold, hired, sub-licenced, lent or otherwise transferred to a third party;

2. Title of the underlying data used in Mintly's services does not pass under any circumstances to the customer;

3. The licence does not include the provision by Mintly of any support or maintenance services;

Duration

This term of this customer licence commences on the initial Subscription Date, and will continue in effect until terminated by the customer or Mintly.

Payment of Fees: Monthly Subscription

The customer shall pay to Mintly the monthly subscription fee as advised by Mintly. Payment shall be made to Mintly monthly in arrears by credit or debit card. Upon paying the subscription fee the customer shall be entitled to use the Bank Validation Services API and online tools provided by Mintly. Subject to payment of the subscription fee, there is no limit to the number of requests that can be made to the Bank Validation Services. The customer agrees to pay Mintly the monthly subscription fee, plus any excess usage of requests as identified in the invoice.

Monthly plans have a minimum term of 1 month. The contract will automatically renew for another month, unless cancelled by Mintly or on request of the customer.

The subscription fee may be increased by Mintly upon three month's advance written notice to the Customer.

Payment of Fees: Annual Subscription

The customer shall pay to Mintly the annual subscription fee as advised by Mintly. Payment shall be made to Mintly within 30 days of the start of the subscription. Upon paying the subscription fee the customer shall be entitled to use the Bank Validation Services API and online tools provided by Mintly. Subject to payment of the subscription fee, there is no limit to the number of requests that can be made to the Bank Validation Services. The customer agrees to pay Mintly the annual subscription fee, plus any excess usage of requests as identified in the invoice. Excess usage charges are due monthly and must be paid within 30 days of invoice.

Annual plans have a minimum term of 1 year. The contract will automatically renew for another year, unless cancelled by Mintly or on request of the customer.

The subscription fee may be increased by Mintly upon three month's advance written notice to the Customer.

Free trial

Mintly offers a 14-day free trial to all new customers on subscription plans. There is no obligation to continue to subscribe after 14 days. Cancellation can be done online through the Subscriptions tab. Customers that upgrade or change plans do not qualify for an additional free trial.

Mintly reserves the right to suspend free trials if we detect abuse of our services.

Service Level Agreement for Enterprise plans

The Enterprise plan includes our Service Level Agreement (SLA) for APIs uptime. We guarantee that our API will be available at least 99.95% of the time.

Access to Mintly Dashboard

On the subscription start date Mintly will give the Customer access to the online Dashboard. The Dashboard can be used for manual testing of the Bank Validation Services, and to view the generated example code. Mintly will provide a monitoring tool that allows the Customer to see their daily and monthly usage of Mintly services. The Customer's API key will be available through the Dashboard; this API key can be shared with any developers within the Customer's organisation and will be used for tracking the API usage, and billing.

Customer Undertakings

The Customer shall satisfy itself that the Bank Validation Services provided by Mintly meets its operational and business requirements. It is the sole responsibility of the Customer to determine that the Sorting Code Directory is ready for operational use in the Customer's business before it is used.

The customer agrees that it shall not misuse the services provided by Mintly. Misuse includes but is not limited to:

• Performing account "crawling" or "scanning", whereby sequential or near-sequential accounts are checked to establish which accounts are valid.

Mintly reserves the right to suspend accounts where we identity potential misuse, while we attempt to resolve any issues. Subscription fees will still be chargeable during any suspension period as outlined by our termination policy.

Warranties and Limitation of liability

1. The Sorting Code Directory will be the current version at the time when it is made available to the Customer for download and Mintly will use its reasonable endeavours to update the Sorting Code Directory on a weekly basis. If any delay occurs in updating the Sorting Code Directory, Mintly shall ensure that the immediately previous version of the Sorting Code Directory remains available by the Customer until such time as an updated version is released.

2. The Customer acknowledges that:

1. the Bank Validation Services has not been produced to meet individual Customer specifications;

2. the Sorting Code Directory cannot be tested in advance in every possible operating combination and environment; and

3. it is not possible to produce a Sorting Code Directory known to be error-free in all circumstances and Mintly does not warrant that the Sorting Code Directory will be error-free. Mintly does not accept liability for the accuracy of Sorting Code Data so provided.

3. The above warranties constitute the sole warranties provided by Mintly in respect of the Sorting Code Directory. The obligations and liabilities of Mintly in this Customer Licence are in place of, and the Customer accordingly waives, (to the fullest extent permitted by law), all implied guarantees and warranties, including without limitation, any warranty of merchantability or fitness for a particular purpose whether or not any purpose has been notified to Mintly.

4. Notwithstanding anything to the contrary contained in this Customer Licence, Mintly shall not be liable, in contract, tort or otherwise howsoever, and whatever the cause thereof for;

   1. whether arising directly or indirectly:

   1. any increased costs or expenses; or

   2. any loss of profit, business, contracts, revenues, or anticipated savings; or;

   2. for any special, indirect or consequential losses of any nature whatsoever.

5. The limit on Mintly's liability set out in this clause 9 shall not apply to claims by the Customer arising from fraud, death or personal injury caused by Mintly.

6. Each provision of this Customer Licence excluding or limiting liability operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

Termination

1. Mintly may at its sole discretion terminate this Customer Licence and the licence granted hereunder in writing immediately or on giving such period of notice in writing as Mintly considers appropriate:

   1. where the Customer is in breach of the terms of this Customer Licence and such breach is incapable of remedy;

   2. where the Customer is in breach of the terms of this Customer Licence and such breach is capable of remedy, and the Customer has not so remedied the breach within thirty days of receipt of a notice from Mintly specifying the breach and requiring its remedy; or

   3. should the Customer go into liquidation or if a receiver of its assets is appointed or any other analogous event in any jurisdiction occur.

2. Mintly may at its sole discretion terminate this Customer Licence and the licence granted hereunder for convenience on giving the Customer three months notice.

3. Mintly may at its sole discretion suspend the provision of any service under this Customer Licence, including without limitation suspending the Customer's access to the Bank Validation Services, if the Customer has not provided the information required or has not paid within 30 days any invoice pursuant to this Customer Licence. Where Mintly suspends any Customer licence there shall be no refund or rebate on any licence fees paid or payable.

4. Customers may give notice of termination their subscription at any time, with the termination date being the last day of the current billing period.

5. Upon suspension or termination of this Customer Licence for any reason:

   1. the Customer shall cease to use the Bank Validation Services; and

   2. Mintly shall not be required to refund any subscription fees already paid.

   3. the Customer API key will be deactivated

Effects of Termination

On the termination of this Customer Licence, all pre-existing rights and obligations which have accrued to or been incurred by either of the parties under this Customer Licence shall continue in full force and effect.

Payment following Termination

The Customer shall pay to Mintly any amounts due to it.

Notices

Any operational communications shall be sent by Mintly by e-mail to the Primary Contact specified in the subscription. Any other notice, instruction or communication shall be sent by ordinary first class post, email or by such other means as may be appropriate in the circumstances, and in the case of a notice served by first class post it shall be deemed to have been received by the party to whom it was sent forty-eight hours after posting, and in the case of any other form of transmission twenty-four hours after sending.

Availability of the Website and disclaimers

1. Any online facilities, tools, services or information that Mintly Ltd makes available through the Website (the Service) is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Mintly Ltd is under no obligation to update information on the Website.

2. Whilst Mintly Ltd uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.

3. Mintly Ltd accepts no liability for any disruption or non-availability of the Website.

4. Mintly Ltd reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

Limitation of liability

1. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.

2. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.

3. To the maximum extent permitted by law, Mintly Ltd accepts no liability for any of the following:

   1. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;

   2. loss or corruption of any data, database or software;

   3. any special, indirect or consequential loss or damage.

General

1. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.

2. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.

3. These terms and conditions together with the Privacy Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.

4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.

5. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.

6. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

7. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Mintly Ltd details

1. Mintly Ltd is a company incorporated in England and Wales with registered number 14347501 whose registered address is 86-90 Paul Street, London, EC2A 4NE and it operates the Website www.mintly.uk.

   You can contact Mintly Ltd by email on info@mintly.uk.