Demonstration Version Terms of USe

Demonstration Version Terms of Use The Currency Cloud Limited (“Currencycloud”)

These Terms of Use, including the Schedules, govern your use of the demonstration version of the services (the “Demo Version”) provided by Currencycloud and constitute the legal relationship between you and us. Currencycloud is a wholly owned subsidiary of The Currency Cloud Group Limited.

Capitalized terms in these Terms of Use are defined in the Schedule entitled “Definitions – Terms of Use” which is located at the end of these Terms of Use.

BY USING THE DEMO VERSION OF OUR SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. YOUR USE OF THE DEMO VERSION OF OUR SERVICES IS GOVERNED BY THESE TERMS OF USE. THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US AND IT IS IMPORTANT THAT YOU TAKE THE TIME TO READ THEM CAREFULLY.

1. OVERVIEW

1.1 The Services.

We operate a proprietary Payment Platform that automates the payment lifecycle from receipt of funds through currency conversion and payment, and provide various payment and currency conversion services, including Payment Services, Foreign Exchange Services, and Platform Services (the ‘Services”). Currencycloud is authorised by the Financial Conduct Authority (the “FCA”) under the Regulations for the issuing of electronic money and the provision of payment services with Firm Reference Number 900199. These Terms of Use govern your use of the Demo Version of our Services.

1.2 The Ownership.

The Currency Cloud Group owns all rights, title and interest in the Demo Version, and our proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), network designs, know-how, and trade secrets, and including any modifications, improvements, and derivative work thereof (the “Currencycloud Technology”). These Terms of Use do not transfer from us to you any license or ownership rights in the Demo Version or the Currencycloud Technology.

2. USE OF THE DEMO

2.1 Proper Use.

You may use the Demo Version only in a manner consistent with these Terms of Use, and you shall not interfere with, disrupt, or cause damage to any of our equipment.

2.2 Suspension of Access.

We are entitled to suspend your access to the Demo Version and/or otherwise restrict functionality without prior notice if you are in breach of these terms. We may suspend your access to the Demo Version and/or otherwise restrict functionality without notice if you are using the Demo Version in a manner that could cause us legal liability or disrupt other users’ ability to access and use our Services. Any suspension or restriction shall continue for such a period as we shall reasonably determine to be necessary.

2.3 Equipment.

You must provide and/or obtain any equipment or telecommunications lines and links that may be necessary for you to use the Demo Version, and you acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the Demo Version. For the avoidance of doubt, we are not responsible for providing you with any equipment or telecommunications lines and links that may be necessary for you to use the Demo Version.

2.4 No Real Data or Information.

You hereby confirm, represent, and warrant to us that (i) you shall not use real data or real End Customer information when accessing and using the Demo Version, and (ii) you shall not provide or supply us with any Personal Data through your use of the Demo Version.

2.5 Client Help Centre.

Currencies available for conversion, settlement schedule, payment cut-off times, and failed payment procedures are described in the Client Help Centre.

3.FEES

Your use of the Demo Version is free of charge.

4. CONFIDENTIALITY AND PRIVACY

4.1 Confidential Information.

Each party agrees that it (i) will neither use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to enable it to perform its obligations under, these Terms of Use, nor disclose to any third party (except as required by law or to that party’s advisors as reasonably necessary), any of the other party’s Confidential Information, and (ii) will take reasonable precautions to protect the confidentiality of such information, which precautions shall be at least as stringent as those it takes to protect its own Confidential
Information. Each party agrees that the obligations under this section will survive any expiration or termination of these Terms of Use.

4.2 Privacy Policy.

Details on how we collect, use and share Personal Data, and the steps we take to
protect Personal Data are set out in our Privacy Policy (found at https://www.currencycloud.com/privacy-policy/). By accepting these Terms of Use, you also agree to the terms of our Privacy Policy. You should print and keep a copy of the Privacy Policy together with these Terms of Use. In the event of any conflict or inconsistency between the Privacy Policy and these Terms of Use, the Terms of Use shall prevail.

5. DISCLAIMER OF WARRANTIES

5.1

THE DEMO VERSION IS BEING PROVIDED “AS IS”, AND YOU UNDERSTAND THAT YOU
ASSUME ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE. WE DISCLAIM ANY
WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION TRANSMITTED VIA THE DEMO VERSION, OR AS TO THE RESULTS TO BE OBTAINED BY YOU FROM ACCESS TO OR USE OF THE DEMO VERSION. WE DO NOT MAKE ANY REPRESENTATION THAT THE DEMO VERSION WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

5.2

WE DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE DEMO VERSION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. LIABILITY

6.1 Disclaimer of Liability.

IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, OR COST OF RECOVERY, OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR OTHER PECUNIARY LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF WE SHALL HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

6.2 Your indemnities.

You agree to fully defend us on demand from and against any third-party claim (i) alleging that your actions in connection with your use of the Demo Version violates any third party’s rights of privacy or violates any privacy laws; or (ii) arising from or relating to End Customer data or the
use of any real data or real End Customer information. You will, in either case, indemnify us (and our directors, employees and agents) against all liabilities incurred and damages awarded against us or agreed to in a written settlement agreement signed by you arising out of such claim. We shall:

(a) promptly notify you in writing of any such claim;
(b) authorize you to control the defence and all
related settlement negotiations;
and (c) provide you with the assistance and information reasonably necessary to defend and/or settle the any such claim.

7. TERMINATION

7.1 Term.

Your use of the Demo Version shall not exceed three (3) months.

7.2 Termination for Convenience.

Without derogating from Clause 2.2 above, we may terminate these Terms of Use and your access to the Demo Version at any time upon written notice to you.

7.3 Effect of Termination.

Upon the termination of these Terms of Use: (i) you will immediately cease all use of the Demo Version and return to us any and all copies of any documentation, notes and other materials comprising or regarding the Demo Version; and; and (ii) each party will promptly return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

 

8. MISCELLANEOUS

8.1 Governing Law and Forum.

These Terms of Use (and any non-contractual obligations arising out of or in connection with the same) shall be governed by and interpreted in accordance with the laws of England and the courts of England shall have exclusive jurisdiction to settle any dispute or claims which may arise in connection with these Terms of Use and/or the Demo Version provided hereunder
(including in relation to any non-contractual obligations).

8.1 Entire Agreement and Waiver.

These Terms of Use constitute the entire agreement between you and us with respect to the subject matter hereof. All prior agreements, representations, and statements with respect to such subject matter are superseded. Any failure of either party to exercise or enforce its rights under these Terms of Use shall not act as a waiver of subsequent breaches.

8.3 Severability.

The provisions of these Terms of Use are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other part of these Terms of Use.

Definitions – Terms of Use

Affiliates
means, in relation to an entity, any person or entity Controlling, Controlled by or under common Control with such entity;
Client Help Centre
means the information which is available online at http://www.currencycloud.com/support/.
Confidential Information
means confidential information of the other party concerning the other
party’s business, plans, customers, clients, technology, services and products and other
information held in confidence by the other party including all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. Our Confidential
Information will include, but not be limited to, the Currencycloud Technology. Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these Terms of Use by the receiving party; or (iv) is
independently developed by the receiving party;
Control
of an entity means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity, whether by contract or otherwise, and, any entity owning more than 20% of the voting securities of a second entity shall be deemed to control that second entity;.
Currency Cloud Group
means The Currency Cloud Group Limited and its Affiliates from time to time.
Currencycloud
means The Currency Cloud Limited, a company incorporated under the laws of
England and Wales with a registered office at 12 Steward St, London E1 6FQ with registration
number 06323311 and authorised and regulated by the Financial Conduct Authority (FRN: 900199);
Data Protection Legislation
means the UK Data Protection Act 1998 (as amended or replaced from time to time), or from its effective date (25 May 2018), the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) and any other relevant data protection legislation;
End Customer
means any person other than us who contracts with you;
FCA
means the Financial Conduct Authority of the United Kingdom whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom; further information on the FCA can be obtained on the FCA’s website at www.fca.org.uk;
Contracts
means any one or more of the agreements between you and us for the sale, purchase, and delivery of currency;
Foreign Exchange Services
means the foreign exchange services provided by Currencycloud including quoting and execution of foreign exchange contracts to sell and buy currency for any date up to 12 months;
Group Companies
means in relation to a company those companies which are subsidiaries, holding
companies or subsidiaries of any holding company of such company, where the terms “subsidiary” and “holding company” bear the meaning given to them in section 1159 of the Companies Act 2006;
Payment Platform
means the Currencycloud online Payment Platform that provides the functionality and connectivity via the API or Currencycloud Direct;
Payment Services
means the e-money and payment services provided by Currencycloud to you including the receipt and holding of funds in the Account and execution of payment services or transactions on your behalf;
Personal Data
has the meaning given to it by the Data Protection Legislation;
Platform Services
means the access to information and market data via the Payment Platform provided
by us to facilitate the booking and management of payments, track trades, and report on balances and transactions;
Regulations
means the Electronic Money Regulations 2011 and the Payment Services Regulations 2009 as (as amended and replaced from time to time);
Services
means the Payment Services, Foreign Exchange Services and Platform Services provided
by Currencycloud as described on the Client Help Centre;
Terms of Use
means these terms and conditions including the schedules and any other terms and
conditions referred to herein, the Privacy Policy, and the Client Help Centre all as amended from time;
“We”, “us”, or “our” means The Currency Cloud Limited; and
“You” or “your” means you, the person who is accessing or using the Demo Version.