Terms of use

1.Introduction

1.1. In these terms and conditions (“Terms”):

1.1.1. we are FINBRIDGE GLOBAL LTD, a company registered in England and Wales under number 14742518 (“Finbridge”, “we” ,“us” or “our”); and

1.1.2. you are a business user who is using the Platform (as defined below) in accordance with these Terms and whose details appear on the Customer Account available on the Finbridge platform (“Customer”, “you” or “your”).

Certain capitalised terms herein shall have the meanings set forth in Error! Reference source not found., unless the context requires otherwise.

1.2. Finbridge has developed Finbridge Global (the “Platform”) which is a solution accessible via the website at https://www.finbridge-global.com/. The software platform enables connections between fintech businesses and/or financial institutions and/or investors who have registered and subscribed to the platform.

1.3. Finbridge has agreed to provide, and the Customer has agreed to use the Platform subject to these Terms.

1.4. These Terms apply to your use of the Platform as a business user only. By accepting these Terms and using the Platform, you agree and warrant us that your use of the Platform shall be solely for business and commercial purposes.

1.5. These Terms do not apply to individual consumers using the Platform for personal use (i.e., for purposes outside of your business, craft or profession).

1.6. The Beta version is free for Fintech Businesses – When purchasing any subscription to use the Platform via your Customer Account (as defined below) (‘Subscription’) or using any part of the Platform, you also agree to be legally bound by:

1.6.1. any separate agreement entered into between you and us in respect of the Subscription;

1.6.2. extra terms which may add to, or replace some of, these Terms. This may happen for security, legal or regulatory reasons. We will contact you to let you know if we intend to do this by giving you 30 days’ notice; and

1.6.3. specific terms which apply to certain services made available via the Subscription (if any). If you have any questions regarding specific terms, please contact us and we will tell you when specific terms apply.

1.7. These Terms refer to the following additional terms, which also apply to your use of our Platform:

1.7.1. our Privacy Policy available at https://www.finbridge-global.com/privacy which sets out how we may use your personal information;

1.7.2. our Cookie Policy available at https://www.finbridge-global.com/cookies, which sets out information about the cookies on our Platform

1.8. These Terms and the documents listed in clauses 1.6 and 1.7 apply to and form part of the contract between you and us in respect of the Platform and your Subscription. References to these Terms shall include the documents listed in clauses 1.6 and 1.7 (as appropriate).

2.Changes and updates

We may amend these Terms or update and change our Platform from time to time. Every time you wish to use our Platform, please check these Terms to ensure you understand the terms that apply at that time.

3.License to use the Platform

Subject to these Terms, we hereby grant to you a non-exclusive, non-transferable right and licence, without the right to sublicense to use the Platform during the Subscription Term

The rights granted under these Terms are granted to the Customer only, and it cannot be transferred to anyone else without the prior written consent of Finbridge.

You hereby agree that you will:

not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform ( or any part thereof) in any form, in whole or in part to any person without prior written consent from us;

not copy the Platform (or any part thereof);

not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform nor permit the Platform or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform on your devices;

not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things, except to the extent 3 that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited;

comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform or as directed by us.

4.Subscription

The Platform will guide the Customer through the process of purchasing a subscription to access the Platform for the Subscription Term (“Subscription”).

5.Customer Account

5.1. You are required to set up an account to use the Platform and to purchase a Subscription (the “Customer Account”). The Platform will guide the Customer through the process of setting up a Customer Account. 5.2. You shall permit us to monitor your use of the Platform including without limitation your Customer Account. 5.3. You undertake that: 5.3.1. the number of Authorised Users shall not exceed the maximum number purchased under the Subscription from time to time; 5.3.2. each Authorised User shall keep a secure password for their use of the Platform, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep this password confidential. 5.4. We have the right to disable any Customer Account at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. If you know or suspect that anyone other than you knows your Customer Account, you must promptly notify us at contactus@finbridge-global.com

6.Fees and payment – once activated

6.1. The Customer shall pay the fees for each Subscription as set out on the Platform (“Fees”) 6.2. The Fees shall be payable monthly or annually and you hereby authorise us to use the bank account details as set out in the Customer Account to pay the Fees on or around 1 st day of each month or such day of the month as selected by you, 6.3. If Finbridge has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Finbridge: 4 6.3.1. Finbridge may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Platform and Finbridge shall be under no obligation to provide any or all access to the Platform while the invoice(s) concerned remain unpaid; and 6.3.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 6.4. All amounts and fees stated or referred to in these Terms: 6.4.1. shall be payable in pounds sterling; 6.4.2. are, subject to these Terms, non-cancellable and non-refundable; 6.4.3. are exclusive of value added tax, which shall be added to Finbridge’s invoice(s) at the appropriate rate. 6.5. Finbridge shall be entitled to increase our fees payable in respect of the Subscription (or any part thereof) at any time but enough notice will be provided.

7.Availability

7.1. We shall, during the Subscription Term, make the Platform available to the Customer on and subject to the terms of these Terms. 7.2. We shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for: 7.2.1. planned maintenance; and 7.2.2. unscheduled maintenance. 7.3. We will as part of your Subscription provide the Customer with our standard customer support services during normal business hours (9:00 am to 5.00 pm local UK time, each Business Day). in accordance with our Support Services Policy in effect at the time. We may amend the Support Services Policy in our sole and absolute discretion from time to time. You may purchase enhanced support services separately at our then current rates.

8.The Platform

8.1. The Platform is provided on an “as is” and “as available” basis. 8.2. The Platform may be subject to change in delivery and functionality from time to time as the Platform continues to develop. 5 8.3. We may alter, suspend or discontinue the Platform (or any part of it) at any time with notice. 8.4. Finbridge will not be liable to the Customer in any way if the Platform (or any part of it) is unavailable at any time and for any period. 8.5. Minor changes may, from time to time, be made to the Platform for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Platform and should not normally affect the Customer’s use of the Platform. 8.6. All services performed by Finbridge will be carried out with reasonable skill and care. This shall not apply to the extent of any non-conformance which is caused by the Customer’s use of the Platform contrary to Finbridge’s instructions or directions, or modification or alteration of the Platform or any Order by any party other than Finbridge. 8.7. Finbridge does not warrant that: 8.7.1. the use of the Platform will be uninterrupted or error-free; 8.7.2. the Platform and/or the information obtained by the Customer through the Platform will meet the Customer’s requirements; 8.7.3. the Customer will receive any specific opportunities via the Platform nor does it warrant that the Customer will receive any business from a financial instruction via the Platform or receive any investment; 8.7.4. the Platform will be free from Vulnerabilities or Viruses; 8.7.5. the Platform, will comply with any heightened cybersecurity requirements; or 8.7.6. the Platform will be compatible with any specific device. 8.8. Finbridge 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 without limitation the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 8.9. These Terms shall not prevent Finbridge from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms

9.Third party providers, investors and financial institutions

9.1. You acknowledge that the Platform may enable or assist you to access the website content of, correspond with, or purchase products and services from, third parties via third-party websites and that you do solely at your own risk. 9.2. You acknowledge that the Platform may enable or assist you to connect with third party financial institutions via the Platform. At no time are we responsible for any agreements made (or otherwise) between you and any third party financial institution. At all times you should undertake sufficient due diligence prior to entering into any commercial agreement with any third party for the receipt of services, goods or otherwise. 9.3. You acknowledge that the Platform may enable or assist you to connect with potential investors or venture capital fund via the Platform. At no time are we responsible for any agreements made (or otherwise) between you and any investor. At all times you should undertake sufficient due diligence prior to entering into any agreement with any third party investor. 9.4. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into, and any transaction completed between you and a third-party is between you and the relevant third party, and not us. 9.5. We do not endorse or approve any third-party including without limitation any financial institution or any investor made available via the Platform nor do we endorse or approve the content of any of the third-party website made available via the Platform.

10.Use of the Platform

10.1. Finbridge shall not be required to monitor any material, information or data received by or supplied by a Customer via the Platform or otherwise. 10.2. The Customer shall at all times be responsible for any information or data uploaded and/or exchanged via the Platform. It is the Customer’s obligation to monitor its use of the Platform. 10.3. The Customer shall not access, store, distribute or transmit anything (including without limitation any software, code, file or programme) which may: 10.3.1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; 7 10.3.2. prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including without limitation the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or 10.3.3. adversely affect the user experience, including without limitation worms, trojan horses, Viruses ruses and other similar things or devices, or any material during the course of your use of the Platform. 10.4. You must: 10.4.1. not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously; 10.4.2. not infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform to the extent that such use is not licensed by these Terms; 10.4.3. not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; 10.4.4. not collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers running the Platform. 10.5. The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Platform that: 10.5.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or otherwise objectionable; 10.5.2. facilitates illegal activity; 10.5.3. depicts sexually explicit images; 10.5.4. promotes unlawful violence; 10.5.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 10.5.6. is otherwise illegal or causes damage or injury to any person or property. 10.6. Finbridge reserves the right, without liability or prejudice to our other rights to the Customer, to disable the Customer’s access to the Platform upon any breach of the provisions of these Terms. 10.7. The Customer shall not, 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 these Terms: 8 10.7.1. attempt to clone, benchmark, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, and/or any software contained therein (as applicable) in any form or media or by any means; 10.7.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software in the Platform and/or the Platform; 10.7.3. access all or any part of the Platform in order to build a product or service which competes with the Platform; 10.7.4. use the Platform to provide services to third parties; 10.7.5. use the Platform for unlawful purposes; 10.7.6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party; 10.7.7. attempt to obtain, or assist third parties in obtaining, access to the Platform, including without limitation any unauthorised third parties attempting to undertake unauthorised maintenance and/or support; 10.7.8. introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems. 10.8. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Finbridge. 10.9. Notwithstanding our other rights, Finbridge may at any time suspend access to the Platform or that of any Authorised User whilst we investigate any issues raised against a Customer.

11.Customer Data

11.1. The Customer must own all right, title and interest in and to all of the data inputted into the Platform by the Customer (the “Customer Data”), shall have the legal right to upload any and all personal data uploaded by it to the Platform and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. 11.2. Finbridge shall be permitted to use any data upload and/or collected via the Customer’s Account (including without limitation any data inputted or uploaded by the Customer) and all Customer Data in an anonymised format for analysis or for any ongoing or future development of the Platform, and software. Finbridge shall be permitted to use this data as we reasonably determine and in our utter discretion. 9 11.3. Finbridge shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data or any data inputted by the Customer via the Platform caused by any third party which shall include without limitation any financial institutions or investor connected via the Platform. 11.4. The Customer’s sole and exclusive remedy against Finbridge in respect of the loss of any Customer Data and/or any data inputted by the Customer shall be for Finbridge to try and use reasonable commercial endeavours to try and restore any lost or damaged Customer Data or data inputted by the Customer from the latest back-up maintained by Finbridge. 11.5. Finbridge shall comply with our Privacy Policy available at https://www.finbridge-global.com/privacy relating to the privacy and security of the Customer Data and data inputted by the Customer on the Platform. 11.6. The Customer shall at all times comply with all applicable Data Protection Laws. 11.7. The parties acknowledge that: 11.7.1. if Finbridge processes any personal data on the Customer’s behalf when performing our obligations under these Terms via the Platform or otherwise, the Customer is the controller and Finbridge is the processor for the purposes of the Data Protection Laws; and 11.7.2. our Privacy Policy available at https://www.finbridge-global.com/privacy sets out the scope, nature and purpose of processing by Finbridge, the duration of the processing and the types of personal data and categories of data subject; 11.7.3. personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Services and for Finbridge to perform our other obligations under these Terms. 11.8. The Customer will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Finbridge via the Platform or otherwise for the duration and purposes envisaged under these Terms and so that Finbridge may lawfully use, process and transfer any personal data in accordance with these Terms. 11.9. The Customer shall ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. 11.10. The Customer consents to Finbridge appointing suitable third-party processors as third-party processors of personal data. 10 11.11. Finbridge may at any time revise our data protection obligations under these Terms.

12.Intellectual property

12.1. You acknowledge and agree that Finbridge and/or our licensors own all Intellectual Property Rights in the Platform.. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Platform. 12.2. We confirm that we have all the rights in relation to the Platform that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms.

13.Customer’s warranties

13.1. You warrant to us that: 13.1.1. you are a fintech business registered and/or operating in the United Kingdom; 13.1.2. you have all necessary power and authority to enter into, perform and comply with these Terms; 13.1.3. these Terms constitute valid, legal, binding and enforceable obligations on you in accordance with the provisions contained herein; 13.1.4. all information you provide to us are true, complete and accurate; and 13.1.5. you shall, at your own cost, ensure that you comply with these Terms, English law, and local laws with respect to your use of the Platform. 13.2. You expressly acknowledge and agree that we have relied on your warranties above in providing the licence in accordance with these Terms. You shall promptly notify us if any warranty in clause 13.1 is no longer true, complete and accurate.

14.Customer’s obligations

14.1. The Customer shall: 14.1.1. provide Finbridge with all necessary cooperation in relation to these Terms and all necessary access to such information as may be required by Finbridge Global 14.1.2. without affecting your other obligations under these Terms, comply with all applicable laws and regulations with respect to your activities under these Terms and in respect of the Customer Data and your use of the Platform; 14.1.3. carry out all your responsibilities under these Terms in a timely and efficient manner. In the event of any delays, Finbridge may adjust any timetable or delivery schedule as reasonably necessary; 11 14.1.4. ensure that the Authorised Users use the Platform in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms; 14.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Finbridge, our contractors and agents to perform their obligations under these Terms, l; 14.1.6. ensure that your network and systems comply with the relevant specifications provided by Finbridge from time to time; 14.1.7. be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our servers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; 14.1.8. comply with our directions, instructions or recommendations in respect of the Platform; 14.2. Where the Customer fails to co-operate with Finbridge in accordance with these Terms, we reserve our rights to charge the Customer such additional sums required to compensate for any additional services or work required from Finbridge, including but not limited to in respect of Customer Data, security access information and configuration services.

15.Indemnity

15.1. At all times the Customer is responsible for its use of the Platform. 15.2. At all times the Customer shall defend, indemnify and hold harmless Finbridge against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: 15.2.1. Any services or products being provided by the Customer to any third party with whom details or connections were made via the Platform; 15.2.2. Any investments made into the Customer with whom details of the investor or potential investors or connections were made via the Platform; 15.2.3. the Customer’s use of the Platform including without limitation any claim that the Customer’s use of the Platform in accordance with these Terms infringes any third-party Intellectual Property Rights: 15.2.4. the Customer Data, including without limitation in respect of any Intellectual Property Rights and data protection obligations. 15.3. In no event shall Finbridge, our employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: 12 15.3.1. a modification of the Platform by anyone other than Finbridge; or 15.3.2. the Customer’s use of the Platform in a manner contrary to the instructions given to the Customer by Finbridge; or 15.3.3. the Customer’s use of the Platform after notice of the alleged or actual infringement from Finbridge or any appropriate authority.

16.Limitation of liability

16.1. Except as expressly and specifically provided in these Terms and to the maximum extent permitted by law: 16.1.1. the Customer assumes sole responsibility for any and all results obtained from the use of the Platform, and for conclusions drawn from such use or any action taken as a result; 16.1.2. Finbridge shall have no liability for any damage caused by errors or omissions in any information, instructions, data or scripts provided to Finbridge by the Customer in connection with the Platform, or any actions (or inactions) taken by Finbridge at the Customer’s direction; 16.1.3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms (unless otherwise agreed by the parties). 16.2. Nothing in these Terms excludes the liability of Finbridge: 16.2.1. for death or personal injury caused by Finbridge’s negligence; or 16.2.2. for fraud or fraudulent misrepresentation; or 16.2.3. for any other liability which cannot be legally excluded. 16.3. To the maximum extent permitted by law Finbridge shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms. 16.4. Notwithstanding these Terms and to the maximum extent permitted by law, Finbridge’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of our agreement with the Customer shall be limited to the Fees paid by the Customer for the Subscription for the relevant Subscription Tern in which the claim arose. 13 16.5. Nothing in these Terms excludes the liability of the Customer to Finbridge or any third party.

17.Termination

17.1. These Terms shall, unless otherwise terminated as provided in this clause 17, commence on such date as specified under the email confirmation of your Subscription and shall continue for the Subscription Term. 17.2. Finbridge may terminate these Terms by giving at least 30 days written notice to the Customer. 17.3. Without affecting any other right or remedy available to it, either party may terminate the contract at any time by giving notice in writing to the other party if they: 17.3.1. commit a material breach of these Terms, and such breach is not remediable; 17.3.2. commit a material breach of these Terms which is capable of remedy but is not remedied within 10 Business Days of receiving written notice of such breach; 17.3.3. hold any consent, licence or authorisation that is revoked or modified such that it is no longer able to comply with its obligations under these Terms; 17.3.4. stop carrying on all or a significant part of its business, or indicate in any way that it intend to do so; 17.3.5. are unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if we reasonably believe that to be the case; 17.3.6. become subject to a moratorium under Part A1 of the Insolvency Act 1986; 17.3.7. become the subject of a company voluntary arrangement under the Insolvency Act 1986; 17.3.8. become subject to a restructuring plan under Part 26A of the Companies Act 2006; 17.3.9. become subject to a scheme of arrangement under Part 26 of the Companies Act 2006; 17.3.10. have a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; 17.3.11. have a resolution passed for its winding up; 17.3.12. a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against them; 17.3.13. are subject to any procedure for the taking control of your goods that are not withdrawn or discharged within 5 Business Days of that procedure being commenced; 17.3.14. have a freezing order made against them; 14 17.3.15. are subject to any events or circumstances analogous to those in clauses 17.3.4 to 17.3.14 in any jurisdiction; 17.3.16. take any steps in anticipation of, or have no realistic prospect of avoiding, any of the events or procedures described in clauses 17.3.4 to 17.3.15 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process. 17.4. The right of a party to terminate these Terms pursuant to clause 17.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to these Terms. 17.5. On termination or expiry of these Terms for any reason: 17.5.1. the Customer shall immediately pay all of our outstanding invoices; 17.5.2. all licences granted to the Customer to use the Platform and/or any software of Finbridge shall immediately terminate and the Customer shall immediately cease all use of the Platform and/or any software of Finbridge; 17.5.3. Finbridge may destroy or otherwise dispose of any of the Customer Data; 17.5.4. the Subscription shall be cancelled but the Fees shall not be refundable; 17.5.5. the Customer shall within 5 Business Days return or irretrievably delete any materials or property of Finbridge then in your possession or control; 17.5.6. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced; 17.5.7. the following clauses of these Terms shall survive termination, howsoever caused: clause 16 (limitation of liability); clause 17 (termination); clause 19 (waiver); clause 20 (rights and remedies); clause 21 (severance); clause 22 (entire agreement); clause 23 (assignment); clause 24 (no partnership or agency); clause 25 (third party rights); clause 26 (notices); clause 27 (further assurance); clause 28 (subcontracting); clause 29 (set off); clause 30 (governing law) and clause 31 (jurisdiction) together with any other provision of these Terms which expressly or by implication is intended to survive termination.

18.Force Majeure

Finbridge shall have no liability to the Customer if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of Finbridge or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. The time for performance of such obligations shall be extended accordingly.

19.Waiver

No failure or delay by Finbridge to exercise any right or remedy provided under these Terms 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.

20.Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided to Finbridge under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

21.Severance

21.1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. 21.2. If any provision or part-provision of these Terms is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22.Entire agreement

22.1. These Terms constitute the entire agreement between Finbridge and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 22.2. The Customer acknowledges that in entering into these Terms, you do not rely on, and 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. 16 22.3. The Customer agrees that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. 22.4. Nothing in these Terms shall limit or exclude any liability for fraud.

23.Assignment

23.1. The Customer shall not, without the prior written consent of Finbridge, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms. 23.2. Finbridge may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms

24.No partnership or agency

Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25.Third party rights

These Terms do not confer any rights on any person or party (other than the Customer and Finbridge and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

26.Notices

26.1. Any notice or other communication given by a party under these Terms shall be: 26.1.1. in writing and in English; 26.1.2. signed by, or on behalf of, the party giving it (except for notices sent by email); and 26.1.3. sent to the relevant party at the address set out in clause 26.3. 26.2. Notices may be given, and are deemed received: 26.2.1. by hand: on receipt of a signature at the time of delivery; 26.2.2. by Royal Mail 1st Class post: at 9.00 am on the second Business Day after posting; 26.2.3. by Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and 26.2.4. by email on receipt of a read receipt email from the correct address. 17 26.3. Notices and other communications shall be sent to each party via their registered address, or such addressed as notified by it to the other party from time to time in accordance with these Terms. 26.4. Any change to the contact details of a party as set out in clause 26.3 shall be notified to the other party in accordance with clause 26.1 and shall be effective: 26.4.1. on the date specified in the notice as being the date of such change; or 26.4.2. if no date is so specified, 5 Business Days after the notice is deemed to be received. 26.5. All references to time are to the local time at the place of deemed receipt. 26.6. This clause does not apply to notices given in legal proceedings or arbitration.

27. Further assurance

Each party shall, at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to these Terms.

28. Subcontracting

We may subcontract or delegate the performance of any of our obligations under these Terms without your prior written consent.

29. Set off

You shall pay all sums owed to us under these Terms without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

30. Governing law

These Terms and any dispute or claim arising out of or in connection with them or their 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.

31. Jurisdiction

The Customer and Finbridge each 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 these Terms or its subject matter or formation (including non-contractual disputes or claims).