Seapoint Customer Agreement

Last updated: 15 September 2026

1. About Seapoint and contact information

1.1. Company details. Seapoint Finance Limited (company number 767570) (“Seapoint”, “we”, “our” or “us”) is a company registered in Ireland and our registered office is at 6 Mount Street Upper, D02VF44, Dublin, Ireland. We operate the website seapoint.co.

1.2. Seapoint is a partner of Modulr Finance B.V. (“Modulr”), a company registered in the Netherlands with company number 81852401, which is authorised and regulated by the Dutch Central Bank (De Nederlandsche Bank) as an Electronic Money Institution (Firm Reference Number: R182870) for the issuance of electronic money and payment services. Your account and related payment services are provided by Modulr Finance B.V. Seapoint is not providing you with any payment or regulated services on behalf of Modulr. The Modulr terms and conditions as provided in Annex 1 shall apply to your access and use of your emoney account and any Cards.

1.3. Seapoint has been appointed an agent of Yapily Connect UAB (“Yapily”), a company incorporated in Lithuania with legal entity code 305602679 and registered office at Palangos g. 4-101, 01402 Vilnius, Lithuania, which holds a payment institution licence (number LB002045) issued by the Bank of Lithuania and is authorised to provide account information services and payment initiation services. Seapoint is providing the Account Information Service to you as an agent of Yapily. The Yapily terms and conditions shall apply to your use of the Account Information Service.

1.4. Contacting us. To contact us, you can use the methods set out at seapoint.co/contact-us. Formal notice provisions for notices given under this Agreement are set out in clause 20.2.

1.5. How we will contact you. We will contact you using the contact details you provided when you registered for the Services or such other contact details that you provide to us. It is your responsibility to keep these up to date. By using our Services you agree to receive electronic communications from us. This may include communications concerning the Trial Period, Plan, Fees, billing and termination. If we have reasonable concerns about the security of your Seapoint Profile, or any suspected or actual fraudulent use of your Seapoint Profile, we will contact you via telephone, email, or both (unless contacting you would be unlawful or compromise our reasonable security measures).

2. Our Agreement with you

2.1. Our Agreement. The Agreement applies to the access and/or use of the Services by you (“Customer” or “you”). The Agreement is made up of:

2.1.1. the Application Form;

2.1.2. each Pricing Schedule;

2.1.3. Product Specific Terms (as applicable);

2.1.4. these terms and conditions; and

2.1.5. any Additional Documents that are expressly stated to form part of the Agreement.

If there is any conflict or ambiguity between the Pricing Schedule, any Product Specific Terms, these terms and conditions and any Additional Documents that form part of the Agreement, the documents shall take priority in the order set out above, except that the terms of the relevant regulated service provider shall take priority for the regulated service to which they apply.

The Agreement applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2. Additional Documents. The following additional documents (“Additional Documents”) will also apply to your use of the Services and should be read together with this Agreement:

2.2.1. Third Party Terms

2.2.2. Acceptable Use Policy

2.2.3. Privacy Policy

2.2.4. Cookie Policy

2.2.5. FAQs

2.2.6. Product Documentation

2.3. Your copy. You should print off a copy of this Agreement or save it to your computer for future reference. You can always see the most current version of the Agreement on our website. If we need to send you information in a form you can keep at any time, we will either send you an email or provide information on our website or via the Seapoint Platform that you can download. Please keep copies of all communications we send to you.

2.4. Electronic acceptance. Where you accept the Agreement or each Pricing Schedule electronically through the Seapoint Platform or another electronic onboarding or payment process made available by Seapoint, your completion of the applicable acceptance process constitutes your acceptance of the relevant document and agreement to be legally bound by it. Seapoint may retain a record of your acceptance, including the version of the Agreement accepted and the date and time of acceptance.

2.5. Capitalised terms that are not otherwise defined in this Agreement have the meanings given in clause 22.1.

3. Changes to the Agreement, Services or Fees

3.1. We may change the Agreement by giving you thirty (30) days’ prior written notice. We will consider that you have accepted the proposed changes if you do not terminate the Agreement during the notice period.

3.2. We may also make changes to the Agreement immediately, without prior notice, if they:

3.2.1. reflect changes to law or regulation;

3.2.2. are changes that will either benefit you or will not negatively affect your rights and obligations under this Agreement;

3.2.3. reflect changes to the structure of our business or the Seapoint Group;

3.2.4. correct errors, omissions, inaccuracies or ambiguities;

3.2.5. make sure we follow standard practices in our industry that improve customer protections;

3.2.6. reflect changes to our agreements with our third-party service providers;

3.2.7. reflect legitimate internal cost increases or reductions that we pay when providing a particular Service; or

3.2.8. relate to the addition of a new service or extra functionality of the Services.

3.3. If you disagree with any changes. If you do not agree with any change to this Agreement, you can stop using the Services and end this Agreement in accordance with clause 17.7.

3.4. Service updates. We may change or update the Services from time to time. We may need to do this to facilitate the continued and proper operation of the Services, make improvements to the Services or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Services until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate this Agreement, by giving you 30 days’ prior written notice.

3.5. Changes to Fees, plans and promotions. We may change Fees, plan features, usage limits, add-on prices or promotional terms for a future billing period by giving you at least 30 days' prior written notice. A change will not apply before the end of your then-current paid billing period unless you expressly select a new plan, add-on or billing frequency. If you do not agree, you may cancel your paid subscription before the change takes effect. The price and terms displayed on the Pricing Schedule when you select a plan or add-on apply until changed under this clause.

4. Customer due diligence

4.1. In accordance with Applicable Law, we will carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant), and any person involved in your transactions. You must comply promptly with all requests for information that we make for the purpose of meeting our operational and legal requirements. You must provide us with complete, accurate, and up to date information at all times. You acknowledge that we may not provide you with any Services until we have received all the information we require. We will not be responsible for any Loss arising out of your failure to do so.

4.2. You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us, including checking commercial databases or credit reports.

4.3. Sharing relevant information. The Customer hereby authorises Seapoint to share or submit CDD Information, or any other relevant information received from the Customer to the relevant Authorities and/or Service Providers to obtain permission for providing the Services to the Customer, or for any ongoing monitoring related purpose.

5. The Services

5.1. Your Seapoint Profile. In order to use the Services, you must provide the necessary information as prompted through the Seapoint Platform to register and create your Seapoint Profile.

5.2. Authorised Users. You may appoint an ‘Authorised User’ (for example, any of your directors, officers, employees or professional advisors) to act on your behalf in connection with your Seapoint Profile. You must set up each Authorised User on the Seapoint Platform and promptly provide us with any contact or identification information of the Authorised User that we may require.

5.3. You agree that:

5.3.1. your Authorised Users have the authority to provide instructions to us in connection with the Services;

5.3.2. we may rely on instructions given by the Authorised User, and you will be bound by the actions of your Authorised Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorised User;

5.3.3. we may refuse access to your Authorised User(s) if we are concerned about unauthorised or fraudulent access; and

5.3.4. you will promptly report to us of any infringements or unauthorised access to the Services.

5.4. You confirm you are acting on your own account, not on behalf of any other person or legal entity. If you are entering into this Agreement as trustee of a trust, you must disclose that to us. We will deem any activities on your Seapoint Profile to have been carried out by you.

5.5. Keeping your Seapoint Profile safe. In order to use the Seapoint Platform, you (or your Authorised User) must log in using the unique password and any multiple-factor authentication. We may require your Authorised User to authenticate that they are the Authorised User when logging in to the Seapoint Platform, or for certain transactions made via the Seapoint Platform. You must store all log-in information and passwords to access the Seapoint Platform safely and securely at all times and only allow Authorised Users to access the Services.

5.6. You must contact us immediately and change your password if you suspect your Seapoint Profile, access to the Seapoint Platform, or other security credentials are stolen, lost, used without your authorisation or otherwise compromised. Any undue delay in notifying us may affect the security of your Seapoint Profile or access to the Seapoint Platform and result in you being responsible for financial losses.

5.7. Emoney account. You agree and acknowledge that:

5.7.1. the emoney account within your Seapoint Profile is provided by Modulr. Any services in connection with Modulr’s emoney account is provided by Modulr.

5.7.2. your Modulr emoney account is connected to the Seapoint Platform. Seapoint is providing you with access to the Modulr emoney account via the Seapoint Platform.

5.7.3. your access, use and/or any transactions carried out in respect of the Modulr emoney account is subject to Modulr’s terms and conditions, which you may access via the link provided in Annex 1.

5.7.4. Seapoint may send or issue instructions to Modulr on your behalf in connection with your emoney account, in accordance with terms of this Agreement.

5.7.5. you are not a consumer for the purposes of the Modulr terms and conditions or the payment services legislation applicable to them.

5.8. Account Information Service. Seapoint will provide the Account Information Service to you as an agent of Yapily. In order to connect your account to the Seapoint Platform:

5.8.1. we will redirect you to Yapily’s webpage.

5.8.2. on the Yapily webpage, you will be required to review and agree to Yapilyʼs terms and conditions and privacy policy.

5.8.3. Once agreed, you will be directed to your bank’s or financial services provider's login page to authenticate and verify your consent to share financial data with Yapily.

5.8.4. Upon successful account linking, your account balance and transaction history will be retrieved through an API connection to Yapily and displayed on the Seapoint Platform.

5.8.5. Any account linked with the Seapoint Platform will be kept linked for 90 days. After this period, we will ask you to re-confirm the access.

5.8.6. Any account linked can be disconnected within the Seapoint Platform.

5.9. Plans. Your access to the Services will be determined by your selected Plan as identified in the applicable Pricing Schedule. You (and your Authorised Users) shall only use the Services within the functionality and usage limits applicable to your current Plan, except where additional functionality or capacity is made available to you on payment of an applicable additional fee.

5.10. Additional Seats. Where made available by Seapoint, you may purchase Additional Seats without changing your Plan. Each Additional Seat will be charged at the Additional Seat Fee specified in the applicable Pricing Schedule.

5.11. Additional Seat Fees will apply from the date on which the relevant Additional Seat is activated, subject to any applicable pro-rating mechanism specified in the Pricing Schedule or presented to you during the ordering process.

5.12. We may impose reasonable limits on the number of Additional Seats that may be purchased at our own discretion.

5.13. Cards. The availability, number and applicable Fees for Cards will depend on your selected Plan and any applicable Add-ons and will be specified in the Pricing Schedule or Product Specific Terms. Cards are issued by Modulr and your use of any Card is subject to the Modulr terms and conditions provided in Annex 1.

5.14. Free Trial. Seapoint may make the Services available to you during a Trial Period on the terms specified in the applicable Pricing Schedule or presented to and accepted by you during the onboarding process.

5.15. During the Trial Period, you may access the functionality made available for the trial, subject to any applicable limits specified by Seapoint at its absolute discretion.

5.16. No Plan Fee shall be payable during the Trial Period.

5.17. During the Trial Period, you may select a paid Plan through the Seapoint Platform. The applicable Plan, Plan Fee, Billing Period and any additional Fees will be recorded in or otherwise form part of the applicable Pricing Schedule.

5.18. If you select a paid Plan during the Trial Period, any access to features or Add-ons available pursuant to the selected Plan may begin immediately, but Plan Fees will not be charged until the first day after the Trial Period ends, unless the Pricing Schedule expressly states otherwise. The selected Plan will continue following expiry of the Trial Period unless terminated in accordance with this Agreement.

5.19. If you do not select a paid Plan by expiry of the Trial Period, your access to the Services will automatically be subject to the functionality and usage limits applicable to the Free Plan.

5.20. Seapoint may determine which Customers are eligible for a Trial Period and may vary or withdraw the availability of Trial Periods for new Customers from time to time.

6. Customer’s obligations

6.1. You shall:

6.1.1. ensure that all the information you provide to us is complete and accurate;

6.1.2. cooperate with us in all matters relating to the Services;

6.1.3. provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

6.1.4. comply with all Applicable Laws, any applicable Network Rules, this Agreement and any applicable Additional Documents; and

6.1.5. notify us in writing before you make any change to the nature of the goods and/or services you supply which fall within your business as identified to us.

6.2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):

6.2.1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 17;

6.2.2. we will not be responsible for any Losses you sustain or incur arising directly or indirectly from our failure or delay to provide the Services; and

6.2.3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6.3. Audit. If we give you at least 5 Business Days' written notice, we (or our Representatives, any Service Provider or relevant Authority) may during Business Hours inspect, audit and take copies of relevant records, and other documents as necessary, to verify your compliance with this Agreement.

7. Fees

7.1. In consideration for the Services, you must pay our fees as set out in an applicable Pricing Schedule (“Fees”) in accordance with this clause 7.

7.2. Plan Fees. You shall pay the Plan Fee specified in the applicable Pricing Schedule for your selected Plan.

7.3. Additional Fees. You shall also pay any Additional Seat Fees, Card Fees or any other Fees specified in the applicable Pricing Schedule.

7.4. Promotional pricing. Where promotional pricing applies, the applicable Pricing Schedule will specify the relevant Promotion, its duration, the Fees payable during the promotional period and the Fees payable following expiry of the promotional period.

7.5. Customer-specific Pricing Schedules. Seapoint may agree customer-specific commercial terms with a Customer in a separate document or other written agreement. Such document will constitute a Pricing Schedule for the purposes of this Agreement.

7.6. Billing. Unless otherwise specified in the applicable Pricing Schedule, Plan Fees shall be payable monthly in advance on the applicable billing date. Where annual billing applies, the applicable Plan Fee, Billing Period and any applicable discount will be specified in the Pricing Schedule.

7.7. Trial Period. No Plan Fee shall be payable during the Trial Period. Where the Customer selects a paid Plan during the Trial Period, the first Plan Fee shall become payable on expiry of the Trial Period in accordance with clause 5.18.

7.8. VAT. Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of theServices you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.

8. How to pay

8.1. You authorise Seapoint, or its nominated payment service provider, to collect Fees using the payment method provided by you on the applicable billing date until the subscription is cancelled in accordance with this Agreement.

8.2. If you require proof of payment or an invoice in respect of any Fees paid, please contact Customer Services through the Seapoint Platform or by email to support@seapoint.co.

8.3. If you fail to make a payment under the Agreement by the due date, then you may have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.3 will accrue each day at the rate provided for under the European Communities (Late Payment in Commercial Transactions) Regulations 2012.

8.4. Without limiting our remedies under clause 17, if the relevant amount remains unpaid, Seapoint may at its absolute discretion, restrict or suspend access to the relevant paid Services, move you to a Free Plan where available, or terminate the Agreement in accordance with clause 17.

8.5. You must pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.6. We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off.

9. Complaints

9.1. If a problem arises or you are dissatisfied with the Services, please get in touch with us by following our complaints procedure - https://www.seapoint.co/complaints-handling-policy.

9.2. Any complaint or concern relating to your emoney account, any Card or other services provided by Modulr should be raised with us in the first instance, and will be dealt with in accordance with Modulr’s complaints policy.

10. Intellectual property rights

10.1. Seapoint and its licensors shall retain ownership of all Intellectual Property Rights in the Services, Seapoint Platform, Seapoint API, Product Documentation (together “Seapoint Materials”) excluding any Customer Materials contained within them.

10.2. Seapoint grants to the Customer a non-exclusive, royalty-free, non-transferable licence during the Term to use the Seapoint Materials (excluding the Customer Materials) for the purpose of receiving and using the Services in its business. The Customer shall not sub-license the rights granted in this clause 10.2 without Seapoint’s prior written consent.

10.3. The Customer does not have any right to the Seapoint Materials other than the right to use them in accordance with the licence granted in clause 10.2. Except as allowed by law or by Seapoint, the Customer cannot use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of the Seapoint Materials. The Customer will not allow any unauthorised person to access or use the Seapoint Materials. The Customer also cannot reverse engineer, decompile, disassemble or attempt to extract the source code of the Seapoint Materials.

10.4. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials. The Customer grants Seapoint a non-exclusive, royalty-free, transferable licence to use, copy and modify the Customer Materials during the Term (i) for the purpose of providing the Services to the Customer; and/or (ii) in accordance with the terms of this Agreement. Seapoint may grant sublicences of the Customer Materials to its subcontractors, Service Providers and other suppliers where necessary for the provision of the Services or complying with this Agreement.

10.5. If there is any claim that the supply, receipt or use of the Services infringes the Intellectual Property Rights of any third party (Supplier IPR Claim), Seapoint may, at its expense:

10.5.1. procure for the Customer the right to continue to use the Services, or relevant part of the Services, in accordance with the terms of this Agreement;

10.5.2. modify or replace the Services with non-infringing versions, provided that the modified or replaced versions are at least equivalent in terms of functionality, quality and performance as the original versions; or

10.5.3. if clause 10.5.1 and clause 10.5.2 are not reasonably practicable, terminate the Customer's right to use the Services affected by the Supplier IPR Claim with immediate effect by notice in writing to the Customer and provide a pro-rata refund of any prepaid fees by the Customer as at the date of termination in respect of the affected Services.

10.6. Clause 10.5 is the Customer's exclusive remedy and the Supplier's only liability with respect to infringement of a third party's Intellectual Property Rights.

10.7. Seapoint shall not be liable for any Supplier IPR Claim to the extent that the actual or alleged infringement arises from:

10.7.1. the use of Customer Materials in the development of, or the inclusion of Customer Materials in, any Services;

10.7.2. any changes made to the Services without Seapoint’s prior written consent;

10.7.3. compliance with the Customer's instructions in connection with the Services;

10.7.4. the use of the Services in combination with any other materials not supplied or approved in writing by Seapoint; or

10.7.5. the use of the Services for a purpose or in a manner not authorised in writing by Seapoint or the failure of the Customer to adhere to Seapoint’s instructions for the use of the Services.

10.8. The Customer:

10.8.1. warrants that the supply, receipt and use of the Customer Materials in the performance of this Agreement by Seapoint and its Affiliates shall not infringe the Intellectual Property Rights of any third party; and

10.8.2. shall indemnify Seapoint and its Affiliates against all Losses incurred by Seapoint and its Affiliates as a result of any claim that the supply, receipt or use of the Customer Materials infringes the Intellectual Property Rights of any third party.

10.9. If a third party brings a claim against either Party or any of its Affiliates (each a Party A) or notifies Party A of its intention to do so, and that claim may reasonably be considered likely to give rise to a liability under this clause 10.9 (Claim), Party A shall:

10.9.1. as soon as reasonably practicable, notify the other Party (Party B) of the Claim, specifying the nature of the Claim in reasonable detail;

10.9.2. allow Party B, at the Party B’s cost, to conduct all negotiations and proceedings in relation to the Claim and to settle or compromise the Claim;

10.9.3. not make any admission of liability, settlement or compromise in relation to the Claim without the prior written consent of Party B (that consent not to be unreasonably conditioned, withheld or delayed); and

10.9.4. provide Party B, at Party B’s cost, with reasonable information, assistance and co-operation in responding to and defending Claim.

10.10. Each Party's liability under this clause 10 will be reduced to the extent that any Losses are caused by the failure of the other Party to comply with clause 10.9.

10.11. Marketing. You agree that we may include and use your company name, logos, trade name, trademarks and general business information in our promotional and marketing materials for the Services and on our website. You may at any time and upon reasonable notice request in writing that we stop using your company name, logos, trade name, trademarks and general business information for these purposes.

10.12. Seapoint Marks. All Seapoint Marks owned or used by Seapoint in the course of its business are the property of Seapoint. Seapoint reserves all Intellectual Property Rights in relation to the use of the Seapoint Marks. You may not use the Seapoint Marks or any similar marks without the prior written consent of Seapoint.

11. Data protection

11.1. For the purposes of this clause 11, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing shall have the meaning given to them in Data Protection Legislation.

11.2. Each party shall comply with all Data Protection Legislation in its processing of personal data under or in connection with this Agreement. This clause 11 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under Data Protection Legislation.

11.3. The Parties have determined that for the purposes of Data Protection Legislation, Seapoint and the Customer shall act as independent controllers in respect of the Shared Personal Data.

11.4. Without prejudice to clause 11.2, the Customer shall ensure that it has all necessary consents and notices in place to enable the Shared Personal Data to lawfully transferred to or collected by Seapoint, and further processed by Seapoint, in connection with the performance of this Agreement.

11.5. Particular obligations relating to data sharing. Each party shall:

11.5.1. process the Shared Personal Data only for the Agreed Purposes;

11.5.2. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

11.5.3. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;

11.5.4. ensure that it has 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.

11.5.5. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

11.6. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each Party shall:

11.6.1. promptly inform the other Party about the receipt of any data subject rights request;

11.6.2. provide the other Party with reasonable assistance in complying with any data subject rights request;

11.6.3. not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other Party wherever possible;

11.6.4. assist the other Party, at the cost of the other Party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

11.6.5. notify the other Party promptly (and in any event within 24 hours) if it becomes aware of a personal data breach that is directly relevant to the other Party.

11.6.6. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the Shared Personal Data;

11.6.7. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

11.6.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 11; and

11.6.9. provide the other Party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation.

12. Customer Materials.

12.1. You hereby authorise us to use, share and release the Customer Materials:

12.1.1. for the purpose of fulfilling our obligations under this Agreement or in connection with the provision of the Services.

12.1.2. to assess financial and insurance risks;

12.1.3. in connection with the enforcement of this Agreement;

12.1.4. to recover debt or in relation to your insolvency;

12.1.5. to maintain and develop customer relationships, our services and systems; and

12.1.6. to prevent and detect fraud or crime.

12.2. You agree that we may use and/or disclose your Confidential Information and/or Customer Materials for preparing and furnishing compilations, analyses, and other reports of aggregated information and anonymised information, PROVIDED THAT in each case such compilations, analyses or other reports do not identify (i) you (other than where Seapoint prepares the compilation, analysis or other report either for and to you or on your behalf) or (ii) any person whose transactions were the subject of or involved in the preparation of any such compilation, analysis or other report.

13. Limitation of liability

13.1. Nothing in the Agreement limits:

13.1.1. any liability for death or personal injury caused by negligence;

13.1.2. any liability for fraud or fraudulent misrepresentation;

13.1.3. any liability for breach of the terms implied by section 12 of the Sale of Goods Act 1893 (as amended) and section 39 of the Sale of Goods and Supply of Services Act 1980 (title and quiet possession);

13.1.4. your indemnity obligations under this Agreement;

13.1.5. your liability under clause 10 (Intellectual Property rights), clause 11 (Data protection), clause 14 (Indemnity), clause 15 (Confidentiality), 18 (Anti-bribery and anti-corruption);

13.1.6. your obligation to pay any Fees under this Agreement; and

13.1.7. any liability which cannot legally be limited.

13.2. Subject to clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

13.2.1. loss of profits;

13.2.2. loss of sales or business;

13.2.3. loss of agreements or contracts;

13.2.4. loss of anticipated savings;

13.2.5. loss of use or corruption of software, data or information;

13.2.6. loss of or damage to goodwill; and

13.2.7. any indirect or consequential loss.

13.3. Exclusions. We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under this Agreement if and to the extent such failure is due to:

13.3.1. your breach of this Agreement;

13.3.2. us taking steps to comply with any relevant requirement under any Applicable Laws, Network Rules or any Authority;

13.3.3. any cessation or interruption of any part of the Services which are due to any act or omission of a third party (e.g. a Service Provider or payment network);

13.3.4. a suspension of Services by us under clause 17; or

13.3.5. circumstances beyond our reasonable control.

13.4. Additional disclaimers.

13.4.1. We shall not be liable for (a) the accuracy or reliability of any data you send to us; (b) our interpretation of that data; or (c) the consequences or accuracy of our interpretation of that data or any subsequent interpretation or risk assessment you undertake in relation to that data.

13.4.2. The data made available via your Seapoint Profile is supplied to you on an “as is” basis for your information only and is not intended to be relied upon by you for any purpose whatsoever.

13.4.3. we do not warrant that the data made available via your Seapoint Profile is accurate, sufficient, up-to-date, reliable or error-free at the time it is accessed.

13.4.4. The electronic transmission of data, including transmission via the internet cannot be guaranteed to be secure or error-free. There is always a possibility that data sent by electronic means could be intercepted by a third party, corrupted, lost, destroyed, delayed or otherwise adversely affected. As a result, we shall not be liable to any party in respect of any error or omission arising from or in connection with the electronic transmission of information to you or your reliance on such data. This includes but is not limited to acts or omissions of your and/or our internet service providers. This exclusion of liability shall not apply in the event of any proven criminal, dishonest or fraudulent acts on our part.

13.5. Subject to clause 13.1, 13.2, 13.3 and 13.4, our total liability to you in relation to all claims arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fees paid by you to Seapoint during the 12 month period prior to the date the liability first arose.

13.6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.7. This clause 13 will survive termination of the Agreement.

14. Indemnity

14.1. You agree to indemnify us against all Losses incurred or suffered by us in connection with or as a result of:

14.1.1. your breach of this Agreement, any applicable Additional Documents, failure to comply with Applicable Law or Network Rules, or your use or misuse of the Services;

14.1.2. your breach of any Third Party Terms, your use or misuse of any services provided by a Service Provider;

14.1.3. Seapoint acting on any instructions which we reasonably believe to have been made by you or your Authorised User;

14.1.4. the enforcement or attempted enforcement of this Agreement; and

14.1.5. any reasonable steps taken in the protection of our interests in connection with any allegation of fraud made in relation to you or your business.

15. Confidentiality

15.1. Each party shall keep the other Party's Confidential Information secret and confidential and shall:

15.1.1. not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); and

15.1.2. not disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement.

15.2. A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

15.2.1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

15.2.2. it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this agreement,

and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 15.

15.3. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, any relevant securities exchange or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.3, it takes into account the reasonable requests of the other Party in relation to the content of the disclosure.

15.4. This clause 15 shall continue to apply after termination or expiry of this Agreement.

16. Representations and warranties

16.1. Mutual representations and warranties. Each party warrants, represents and undertakes that:

16.1.1. it has full capacity and authority to enter into and to perform this Agreement;

16.1.2. there are no actions, suits or proceedings or regulatory investigations pending or, to that Party's knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Agreement; and

16.1.3. this Agreement constitutes its legal, valid and binding obligations.

16.2. Seapoint representations and warranties. Seapoint warrants, represents and undertakes that:

16.2.1. the Services will be provided in accordance with Applicable Law and generally accepted industry standards; and

16.2.2. it will use reasonable commercial efforts to provide the Services.

16.3. Disclaimers.

16.3.1. Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement) are excluded to the fullest extent permitted by law.

16.3.2. We do not make any commitments about the content or data within the Seapoint Platform, the specific functions of the Seapoint Platform or its accuracy, reliability, availability or ability to meet your needs.

16.3.3. We cannot guarantee that the Seapoint Platform will operate uninterrupted or error-free, that it will always be available, that the information it contains is current or up-to-date, that it will be free from bugs or viruses, or never be faulty. Occasionally we may have to interrupt your use of the Seapoint Platform. In such a case we will restore access as quickly as practicable.

16.4. Customer representations and warranties. Customer warrants, represents and undertakes that:

16.4.1. this Agreement was accepted or executed by your duly authorised representative;

16.4.2. you will comply with this Agreement, the Additional Documents and all Applicable Law regarding your use of the Services;

16.4.3. that all information supplied to us is true, complete and accurate in all material respects and you will not omit or withhold any information which would render the information so supplied false, incomplete or inaccurate in any material respect.

16.4.4. it will use the Services only for lawful purposes.

17. Term and termination

17.1. Term. This Agreement shall come into force on the Commencement Date and, unless the Agreement and/or any Service is otherwise terminated earlier in accordance with any provision of this Agreement, this Agreement and the Services shall continue thereafter until it is terminated in accordance with clause 17.3 or clause 17.7.

17.2. Seapoint Immediate termination/suspension. Without limiting any of our other rights, we may suspend the performance of the Services (in whole or in part), or terminate the Agreement (in whole or in part) with immediate effect by giving written notice to you if:

17.2.1. you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;

17.2.2. you fail to pay any amount due under the Agreement on the due date for payment;

17.2.3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), petitioning for or having an examiner appointed under Part 10 of the Companies Act 2014, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

17.2.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

17.2.5. you undergo a change of control (control shall have the meaning given to it in section 432 of the Taxes Consolidation Act 1997) and we have not provided our prior written consent which shall not be unreasonably withheld.

17.2.6. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.

17.2.7. we suspect criminal activity on your Seapoint Profile or your Seapoint Profile is being used fraudulently;

17.2.8. we reasonably believe you are in breach of Applicable Law;

17.2.9. we are legally required to do so, including by any relevant Authority;

17.2.10. a Service Provider has suspended or terminated their services to you;

17.2.11. a Service Provider has suspended its services to us or our agreement with the Service Provider is terminated.

17.2.12. you are in breach of the Acceptable Use Policy; or

17.2.13. you have given us false or inaccurate information, or we have been unable to verify any information you have provided.

17.3. Seapoint Termination. We may terminate the Agreement at any time by giving you 30 days prior written notice that we are closing your Profile and ending the provision of the Services.

17.4. Customer Plan Termination. You may terminate a paid Plan at any time by notifying us through the Seapoint Platform or by contacting Customer Services. Unless otherwise agreed, termination of your Plan will take effect at the end of the then-current Billing Period and you will remain liable for Fees properly payable up to that date. Termination of a paid Plan does not terminate this Agreement or close your Seapoint account. Upon the effective date of termination, your access to the paid Plan will cease and your account will automatically move to the Free Plan, subject to the functionality and usage limits applicable to the Free Plan.

17.5. Add-on Termination. Unless otherwise stated, an Add-on may be cancelled independently of the Customer's Plan by giving notice through the Seapoint Platform or Customer Services, with effect from the end of the current Billing Period. Cancellation of an Add-on does not terminate the Agreement or the Customer's underlying Plan.

17.6. Trial Period Termination. During a Trial Period, you may stop using the Services at any time. If you do not select a paid Plan before expiry of the Trial Period, your access will move to the Free Plan in accordance with clause 5.19..

17.7. Customer Account Closure. You may terminate this Agreement and request closure of your Seapoint Profile at any time via the Seapoint Platform or by notifying Customer Services. Unless otherwise agreed, your termination of this Agreement will take effect 30 days after we receive your notice. During that notice period, your access to the Services may be restricted or cease immediately if you have requested immediate closure. Fees already paid are non-refundable unless otherwise stated in the applicable Pricing Schedule.

17.8. Consequences of termination. On termination or expiry of the Agreement:

17.8.1. you must return all Seapoint Materials;

17.8.2. you will not be able to use the Services. All rights granted to you under this Agreement will end; and

17.8.3. all of your payment obligations under this Agreement for Services provided through to the effective date of termination will immediately become due and payable.

Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.

17.9. Customer Data following Termination. Seapoint will retain Customer Data for the period set out in its Privacy Policy (or as otherwise required by applicable law or regulation) to enable data export, comply with legal obligations and administer the termination of the account. Thereafter, Customer Data will be deleted or anonymised in accordance with the Seapoint Privacy Policy.

17.10. Survival. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

18. Anti-bribery and anti-corruption

18.1. Each Party (Notifying Party) shall during the Term:

18.1.1. comply with the Relevant Requirements;

18.1.2. establish, maintain and enforce its own policies and procedures, including but not limited to all reasonable steps and due diligence for the purposes of section 18(2) of the Criminal Justice (Corruption Offences) Act 2018, to ensure compliance with the Relevant Requirements;

18.1.3. notify the other Party (in writing) if it becomes aware of any breach of clause 18.1.1, or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of this Agreement; and

18.1.4. promptly notify the other Party (in writing) if a foreign public official becomes an officer or employee of the Notifying Party or acquires a direct or indirect interest in the Notifying Party. Each Party warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the Commencement Date.

18.2. Breach of this clause 18 shall be deemed a material breach.

18.3. For the purpose of this clause 18: (a) a reference to taking all reasonable steps and exercising all due diligence to avoid the commission of an offence shall be construed in accordance with section 18(2) of the Criminal Justice (Corruption Offences) Act 2018; (b) “foreign official” has the meaning given to it in section 2 of that Act; and (c) a person is associated with a Party where that person is a director, manager, secretary or other officer of that Party, a person purporting to act in any such capacity, a shadow director within the meaning of the Companies Act 2014, or an employee, agent or subsidiary of that Party, in each case as described in section 18(1) of that Act.

19. Events outside our control

19.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

19.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:

19.2.1. we will contact you as soon as reasonably possible to notify you; and

19.2.2. our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will resume the provision of the Services to you after the Event Outside Our Control is over.

19.3. You may cancel the Agreement affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact Customer Services. You will remain liable for any Fees accrued and payable before the effective date of termination, but no further Plan Fees or other recurring Fees will become payable after termination.

20. Communications between us

20.1. When we refer to "in writing" in this Agreement, this includes email.

20.2. Any notice or other communication given by one of us to the other under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email to support@seapoint.co.

20.3. A notice or other communication is deemed to have been received:

20.3.1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

20.3.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

20.3.3. if sent by email, at 9.00 am the next working day after transmission.

20.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

21. General

21.1. Assignment and transfer

21.1.1. We may assign or transfer our rights and obligations under the Agreement to another entity.

21.1.2. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.

21.2. Non-exclusive. The provision of the Services under this Agreement is not exclusive.

21.3. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed to be a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

21.4. Set off. If at any time an amount payable by you under this Agreement or any other agreement with Seapoint is due but unpaid, we may withhold payment of any amount that is payable by Seapoint to you until you have made payment of the amount that you owe us. We may set off any amount that you owe us against any amount that we owe you. We may apply any credit balance in any account you have with us in and towards satisfaction of, or payment of, any of your obligations to pay an amount which is then due under this Agreement or any other agreement you have with Seapoint.

21.5. Severance. Each paragraph of the Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

21.6. Entire agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.

21.7. Language. The Agreement is made only in the English language.

21.8. Non-solicitation. You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Agreement.

21.9. Governing law and jurisdiction. The Agreement is governed by Irish law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the Irish courts.

22. Definitions and interpretation

22.1. Definitions

Account Information Service: the provision of consolidated information on one or more payment accounts held by you with another payment service provider or with more than one payment service provider including when the information is provided:

(i) in its original form or after processing; and

(ii) only to you or to you and to another person in accordance with your instructions.

Add-on: any optional feature, module, capacity or service that may be added to a Plan for an additional Fee, as specified in the applicable Pricing Schedule.

Additional Seat: an Authorised User exceeding the number of Authorised Users included in the Customer’s Plan.

Additional Seat Fees: the fee payable by the Customer for each Additional Seat purchased, as specified in the applicable Pricing Schedule.

Affiliate: in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party from time to time.

Agreed Purpose: the sharing of personal information between the Customer and Seapoint to enable Seapoint to:

i. provide the Services and manage Seapoint’s relationship with the Customer;

ii. comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks; and

iii. comply with this Agreement and the Privacy Policy.

Application Form: the application or onboarding form completed by or on behalf of the Customer in connection with its application for the Services, whether completed electronically through the Seapoint Platform or otherwise.

Applicable Law: all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant Authority applicable to the activities undertaken or procured by the Parties under this Agreement, as interpreted by taking into account any code of practice or guidance issued by any Authority with which reputable financial institutions in Ireland are required or accustomed to comply.

Authorised User: an individual authorised by the Customer to access and use the Services on its behalf in accordance with this Agreement.

Authority: any national, state, or local government or regulatory authority, agency, court, or other entity asserting executive, legislative, administrative, or judicial jurisdiction over a Party.

Billing Period: the period for which Fees are calculated and charged, as specified in the applicable Pricing Schedule.

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

Business Hours: the period from 9.00 am to 5.00 pm on a Business Day.

Card: a physical payment card or virtual payment card issued or made available to the Customer through the Services pursuant to this Agreement and the applicable Product Specific Terms.

Card Fee: the fee payable by the Customer for a Card, including any recurring or one-off fee for the issue, replacement or continued provision of a physical Card or virtual Card, as specified in the applicable Pricing Schedule.

CDD Information: any information relating to the Customer provided to or obtained by Seapoint in connection with clause 4.

Commencement Date: the date on which we notify you (in our sole and absolute discretion) that your application for provision of Services has been accepted.

Confidential Information: all information (however recorded or preserved) that one Party or any of its Affiliates (discloser) discloses or makes available to the other Party or any of its Affiliates (recipient) in connection with this Agreement and which would be regarded as confidential by a reasonable business person. It includes any information of a confidential nature relating to the Fees or either Party's operations, products, processes, trade secrets or know-how. It does not include information that:

i. is or becomes generally available to the public (other than as a result of the recipient's breach);

ii. was available to the recipient on a non-confidential basis before disclosure by the discloser;

iii. was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient's knowledge, is not bound by a confidentiality agreement with the discloser or otherwise prohibited from disclosing the information to the recipient;

iv. is developed by or for the recipient independently of the information disclosed by the discloser; or

v. the Parties agree in writing is not confidential or may be disclosed.

Customer Data: any data and content uploaded to, generated by or stored on the Seapoint Platform by or on behalf of the Customer in the course of using the Services.

Customer Materials: all documents, information, items and materials in any form (whether owned by the Customer or a third party) which are provided by the Customer to the Supplier in connection with the Services; and all information and details of your instructions and transactions transmitted via the Services.

Customer Services: Seapoint’s customer support function, contactable through the Seapoint Platform or by email to support@seapoint.co.

Data Discloser: a Party that discloses Shared Personal Data to the other Party.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time, including Regulation (EU) 2016/679 (the General Data Protection Regulation); the Data Protection Act 2018; the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No. 336 of 2011); and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications), together with any guidance or codes of practice issued by the Data Protection Commission or other relevant supervisory authority.

Free Plan: means the version of the Services made available by Seapoint without payment of a Plan Fee, with the functionality, usage limits and entitlements determined by Seapoint from time to time and set out in the applicable Pricing Schedule or on the Seapoint Platform.

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Network Rules: all applicable rules, regulations and/or operating guidelines issued by a card scheme, payment network or alternative payment method provider from time to time relating to any of your transactions or related processing of your data.

Party: We or you, collectively “Parties”.

Permitted Recipients: the Parties to this Agreement, the employees, contractors, officers, advisers and/or Affiliates of each Party, any third parties engaged to perform obligations in connection with this Agreement.

Plan: the subscription tier selected by the Customer, as identified in the applicable Pricing Schedule, including its functionality, usage limits, included Authorised Users, Card entitlements and other features and services.

Plan Fee: the recurring subscription fee payable by the Customer for its Plan, as specified in the applicable Pricing Schedule.

Pricing Schedule: the document, electronic record or pricing page setting out the Fees payable in connection with the Services, including, where applicable, the Plan, Billing Period, promotional or trial pricing, Add-ons and other applicable commercial terms.

Product Documentation: any documentation, tools, tutorials and/or guidelines applicable to the Seapoint products and services that are made available to you from time to time.

Product Specific Terms: any specific terms and conditions in relation to a product or service that we provide to you, which are notify or made available to you (as applicable).

Promotion: any discount, credit, free period or other promotional offer made available by Seapoint in respect of a Plan or Add-on, as specified in the applicable Pricing Schedule.

Relevant Requirements: all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Criminal Justice (Corruption Offences) Act 2018.

Representatives means, in relation to a Party, its employees, officers, representatives, contractors, subcontractors and advisers.

Seapoint API: if made available by Seapoint at its sole discretion, the technical interface setting out the protocols and specifications required to effect an integration of the Customer’s technical systems with the Seapoint Platform for Authorised Users to use the Services.

Seapoint Marks: all trade marks, logos, trade names, domain names and any other logos or materials of Seapoint or its licensors.

Seapoint Profile: the electronic information profile that records your business details and that is used to log into and use the Seapoint Platform.

Seapoint Platform: the proprietary technology and associated products devised by Seapoint to provide with Services.

Service Provider: any service provider contracted by Seapoint to provide certain services to you which you may access through the Seapoint Platform.

Services: the services selected on the Application Form and/or made available on the Seapoint Platform to the Customer (including the Seapoint API).

Shared Personal Data: the Parties may share some or all of the following types of personal data regarding data subjects: i. full name; ii.email address; iii. phone number and other contact information; iv. date of birth; v. nationality; vi. public information about the data subject; vii. other relevant verification or due diligence documentation as required to comply with Applicable Law; viii. transaction data (including any payer or payee details); and ix. any other data that is necessary or relevant to carry out the Agreed Purposes.

Term: has the meaning given to this term in clause 17.1.

Third Party Terms: the terms and conditions applicable to the services provided by a Service Provider to you and listed in Annex 1.

Trial Period: means the period during which the Customer is granted temporary access to the Services without payment of a Plan Fee, before the Customer either selects a paid Plan or is moved to the Free Plan.

22.2. Interpretation

22.2.1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

22.2.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

22.2.3. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

22.2.4. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

22.2.5. Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

22.2.6. Unless expressly provided otherwise in this Agreement, reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision.

22.2.7. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

Annex 1: Third Party Terms

Modulr Finance BV Introduced Client Terms

archive