Terms and Conditions

1. Definitions and Interpretation

1.1 In these Terms and Conditions ("Terms"), unless the context otherwise requires, the following definitions shall apply:

• "Account" means the account created by the Customer to access and use the Services;
• "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than fifty per cent (50%) of the voting shares or equivalent ownership interest;
• "API" means the application programming interface(s) made available by the Company as part of the Services;
• "API Key" means the unique authentication credential(s) issued to the Customer for accessing the API;
• "Applicable Law" means all applicable laws, statutes, regulations, codes of practice, and regulatory guidance in any relevant jurisdiction, including but not limited to the UK GDPR, the Data Protection Act 2018, the Payment Services Regulations 2017, the Financial Services and Markets Act 2000, and any successor legislation;
• "Banking Data Provider" means any third-party open banking, financial data, or account information service provider whose services are accessible through the Platform;
• "BYOC" or "Bring Your Own Credentials" means the operating model under which the Customer provides and maintains their own credentials and contractual arrangements with Banking Data Providers;
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in England;
• "Company", "we", "us", or "our" means Polyglyph Analytica Limited, a company incorporated in England and Wales, whose registered office is at Montclare, Orpington Bypass, Badgers Mount TN14 7AG, United Kingdom, trading as "8pimax";
• "Confidential Information" means all information (whether written, oral, electronic, or in any other form) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation API Keys, technical specifications, business plans, pricing information, and customer data;
• "Customer", "you", or "your" means the individual or entity that accesses or uses the Services and has agreed to be bound by these Terms;
• "Customer Data" means any data, content, or information submitted, uploaded, or transmitted by the Customer or its End Users through the Services;
• "Documentation" means the technical documentation, user guides, API references, and other materials made available by the Company in connection with the Services;
• "End User" means any individual whose financial data is accessed or processed through the Customer's use of the Services;
• "Fees" means the charges payable by the Customer for use of the Services as set out on the Pricing Page or as otherwise agreed in writing;
• "Financial Data" means account information, transaction data, balance data, identity verification data, and any other financial information accessed through Banking Data Providers via the Services;
• "Force Majeure Event" has the meaning given in clause 19;
• "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and neighbouring rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
• "Overage Charges" means the additional charges payable for usage exceeding the limits of the Customer's selected plan;
• "Personal Data" has the meaning given in the UK GDPR;
• "Platform" means the 8pimax technology platform, including the API, SDKs, developer console, and all associated infrastructure;
• "Pricing Page" means the page on the Company's website setting out the current fees and plan details;
• "SDK" means the software development kit(s) provided by the Company for integration with the API;
• "Services" means the unified financial data API services, SDKs, developer console, documentation, webhook aggregation, and all related services provided by the Company under these Terms;
• "Service Level" means the availability and performance commitments as published on the Company's status page;
• "Subscription Period" means the period for which the Customer has subscribed to use the Services, whether monthly or annually;
• "UK GDPR" means the retained EU law version of the General Data Protection Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018;
• "Webhook" means a mechanism for delivering real-time notifications from Banking Data Providers to the Customer via HTTP callbacks.

1.2 In these Terms: (a) a reference to a statute or statutory provision is a reference to such statute or provision as amended, re-enacted, or replaced from time to time; (b) any phrase introduced by the terms "including", "include", "in particular", or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (c) a reference to "writing" or "written" includes email; and (d) headings are for convenience only and shall not affect the interpretation of these Terms.

2. Agreement to Terms

2.1 These Terms constitute a legally binding agreement between the Customer and the Company governing the Customer's access to and use of the Services. By creating an Account, accessing, or using any part of the Services, the Customer agrees to be bound by these Terms in their entirety.

2.2 If the Customer is entering into these Terms on behalf of a company, organisation, or other legal entity, the Customer represents and warrants that they have full authority to bind such entity and its Affiliates to these Terms, in which case the term "Customer" shall refer to such entity and its Affiliates. If the Customer does not have such authority, or if the Customer does not agree with these Terms, the Customer must not accept these Terms and must not use the Services.

2.3 These Terms apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

2.4 The Company reserves the right to refuse registration of, or cancel, any Account at its sole discretion.

3. Description of Services

3.1 The Company provides a unified API layer enabling Customers to access multiple Banking Data Providers through a single, standardised interface. The Services include:

• API access to multiple Banking Data Providers through a normalised, unified interface;
• SDKs and client libraries for various programming languages;
• A developer console for Account management, analytics, and configuration;
• Technical Documentation and API reference materials;
• Webhook aggregation, normalisation, and delivery;
• Connection management and provider credential storage.

3.2 The Platform operates as a stateless data relay. Financial Data accessed through the Services is transmitted in real time and is not persisted, cached, or stored by the Company beyond what is strictly necessary for the immediate processing of API requests, except as set out in these Terms or the Privacy Policy.

3.3 The Company reserves the right to modify, update, or discontinue any aspect of the Services at any time. Where such modifications materially affect the Customer's use of the Services, the Company shall use reasonable endeavours to provide at least thirty (30) days' prior notice.

4. Experimental Beta Status

4.1 THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE CURRENTLY RELEASED AS AN EXPERIMENTAL BETA VERSION ("BETA SERVICES"). THE BETA SERVICES ARE PROVIDED FOR EVALUATION AND TESTING PURPOSES AND MAY CONTAIN BUGS, ERRORS, DEFECTS, AND DEFICIENCIES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE STABILITY, RELIABILITY, AVAILABILITY, OR PERFORMANCE OF THE BETA SERVICES.

4.2 Without limiting the generality of clause 4.1 or any other disclaimer or limitation of liability in these Terms, the Customer acknowledges and agrees that:

• the Beta Services are provided on an "as is" and "as available" basis, without any warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or that the Beta Services will be uninterrupted, error-free, or free of harmful components;
• the Beta Services may be incomplete, may contain errors, and may be subject to significant changes, including the addition, modification, or removal of features and functionality, at any time and without prior notice;
• the Company is under no obligation to provide any technical support, maintenance, updates, patches, bug fixes, or error corrections in respect of the Beta Services;
• the Company is under no obligation to make the Beta Services generally available, to continue offering the Beta Services, or to release a commercial or production version of the Services;
• the Customer uses the Beta Services entirely at its own risk and should not rely on the Beta Services for any production, mission-critical, or commercial purposes where uninterrupted or error-free operation is required;
• the Company may discontinue, suspend, or materially alter the Beta Services at any time, for any reason, with or without notice, and without liability to the Customer;
• any data processed through or stored in connection with the Beta Services may be lost, corrupted, or otherwise affected, and the Company shall have no liability whatsoever for any such loss or corruption; and
• the Company expressly disclaims all liability for any damages, losses, costs, or expenses arising from or related to the Customer's use of, or inability to use, the Beta Services, including but not limited to any direct, indirect, incidental, special, consequential, or punitive damages.

4.3 The Customer shall provide feedback regarding the Beta Services as reasonably requested by the Company. Any feedback, suggestions, ideas, enhancement requests, or recommendations provided by the Customer regarding the Beta Services shall be the sole and exclusive property of the Company, and the Customer hereby irrevocably assigns all right, title, and interest in and to such feedback to the Company.

4.4 THE CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE BETA SERVICES ARE NOT INTENDED FOR USE IN PRODUCTION ENVIRONMENTS OR FOR ANY PURPOSE WHERE FAILURE, INTERRUPTION, OR INACCURACY COULD RESULT IN FINANCIAL LOSS, DAMAGE, OR HARM. THE CUSTOMER ASSUMES THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE BETA SERVICES. THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND ARISING FROM OR IN CONNECTION WITH THE BETA SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

4.5 This clause 4 shall apply in addition to, and without limiting, any other disclaimers, exclusions, or limitations of liability set out elsewhere in these Terms, including clauses 16 and 17. In the event of any conflict between this clause 4 and any other provision of these Terms, this clause 4 shall prevail to the extent of the inconsistency.

5. Bring Your Own Credentials (BYOC) Model

5.1 The Services operate on a Bring Your Own Credentials (BYOC) model. The Customer acknowledges and agrees that:

• the Customer is solely responsible for obtaining, maintaining, and renewing valid credentials, API keys, licences, and contractual arrangements with each Banking Data Provider the Customer wishes to access through the Services;
• the Customer must comply with each Banking Data Provider's terms of service, acceptable use policies, rate limits, and all other applicable requirements;
• the Customer is responsible for paying all fees due to Banking Data Providers directly;
• the Company has no control over, and accepts no liability for, the availability, accuracy, completeness, reliability, or performance of any Banking Data Provider's services;
• the Company is not a party to any agreement between the Customer and any Banking Data Provider; and
• changes to Banking Data Provider APIs, terms, or availability may affect the Services, and the Company shall not be liable for any such changes.

5.2 The Customer warrants that it has obtained all necessary authorisations, consents, and licences required to use each Banking Data Provider's services and to process Financial Data through the Platform.

6. Account Registration and Security

6.1 To access and use the Services, the Customer must create an Account by providing accurate, complete, and current registration information. The Customer agrees to promptly update such information to keep it accurate, complete, and current at all times.

6.2 The Customer is responsible for:

• maintaining the strict confidentiality of their Account credentials, API Keys, and all authentication tokens;
• all activities that occur under or through their Account, whether or not authorised by the Customer;
• implementing appropriate security measures to prevent unauthorised access to their Account and API Keys;
• notifying the Company immediately at security@8pimax.com upon becoming aware of any actual or suspected unauthorised access to their Account or any other breach of security; and
• ensuring that all persons who access the Services through the Customer's Account are aware of and comply with these Terms.

6.3 The Company shall not be liable for any loss or damage arising from the Customer's failure to comply with the obligations set out in this clause 6.

7. Licence Grant and Restrictions

7.1 Subject to the Customer's compliance with these Terms and payment of all applicable Fees, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services and Documentation solely for the Customer's internal business purposes during the Subscription Period.

7.2 Except as expressly permitted under these Terms, the Customer shall not:

• copy, modify, adapt, translate, or create derivative works based on the Services, Platform, or Documentation;
• reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Platform or any software used to provide the Services;
• sublicence, resell, distribute, lease, rent, lend, or otherwise make the Services available to any third party, except as expressly permitted;
• use the Services to build a competing product or service;
• remove, obscure, or alter any proprietary notices, labels, or marks on the Services or Documentation;
• use the Services in any manner that exceeds the scope of the licence granted herein; or
• permit any third party to do any of the foregoing.

8. Acceptable Use Policy

8.1 The Customer agrees to use the Services only for lawful purposes and in accordance with these Terms. The Customer shall not use, and shall procure that its employees, agents, and End Users do not use, the Services to:

• violate any Applicable Law, regulation, or third-party right, including without limitation data protection, anti-money laundering, sanctions, consumer protection, or financial services legislation;
• engage in, facilitate, or promote any fraudulent, deceptive, or misleading activity;
• access, collect, store, or process Financial Data without a valid legal basis or the necessary consents from the relevant data subjects;
• attempt to gain unauthorised access to the Platform, other customers' Accounts, or any related systems or networks;
• interfere with, disrupt, degrade, or impair the performance, integrity, or security of the Services or the experience of other customers;
• introduce any virus, trojan horse, worm, logic bomb, ransomware, or other malicious or technologically harmful material;
• circumvent, disable, or otherwise interfere with any security-related features of the Services, including rate limits, access controls, or authentication mechanisms;
• use automated tools, scripts, or bots to access the Services in a manner that exceeds reasonable usage or circumvents rate limits;
• scrape, mine, or harvest data from the Services for purposes unrelated to the Customer's authorised use; or
• use the Services in any manner that could damage, disable, overburden, or impair the Platform.

8.2 The Company reserves the right to investigate any suspected violation of this clause 8 and to take appropriate action, including without limitation suspending or terminating the Customer's access to the Services, reporting the activity to relevant law enforcement authorities, and pursuing any available legal remedies.

9. Fees, Payment, and Billing

9.1 The Customer shall pay all Fees applicable to the Services in accordance with the pricing set out on the Pricing Page or as otherwise agreed in writing between the parties. All Fees are quoted exclusive of value added tax ("VAT"), which shall be payable by the Customer in addition to the Fees at the prevailing rate.

9.2 Fees are payable in advance at the beginning of each Subscription Period. The Customer shall provide valid and up-to-date payment information and authorises the Company (or its payment processor) to charge the applicable Fees to the Customer's designated payment method.

9.3 Where the Customer's usage exceeds the limits of their selected plan, Overage Charges shall be calculated and billed in accordance with the rates published on the Pricing Page. Overage Charges are billed monthly in arrears.

9.4 All Fees paid are non-refundable, except as expressly provided in these Terms or as required by Applicable Law. Without limiting the foregoing, no refunds shall be provided for partial Subscription Periods, unused API calls, or plan downgrades.

9.5 If any undisputed payment is not received by the Company by the due date, the Company may, without limiting its other rights and remedies: (a) charge interest on the overdue amount at the rate of four per cent (4%) per annum above the Bank of England's base rate from time to time, accruing daily from the due date until payment is made in full; and (b) suspend the Customer's access to the Services until all outstanding amounts are paid.

9.6 The Company may modify its Fees at any time by providing the Customer with at least thirty (30) days' prior written notice. If the Customer does not agree to the revised Fees, the Customer may terminate their subscription before the revised Fees take effect. Continued use of the Services after the effective date of the revised Fees constitutes the Customer's acceptance of such revised Fees.

10. Service Levels and Support

10.1 The Company shall use commercially reasonable endeavours to make the Services available in accordance with the Service Levels published on the Company's status page. Service Level commitments relate solely to the Platform infrastructure operated by the Company and expressly exclude:

• the availability, performance, or reliability of any Banking Data Provider;
• scheduled maintenance windows, of which the Company shall use reasonable endeavours to provide advance notice;
• Force Majeure Events;
• outages caused by the Customer's systems, network, or equipment; and
• any suspension or restriction of access in accordance with these Terms.

10.2 The Company shall provide technical support in accordance with the Customer's selected plan. Support channels, response times, and availability are as described on the Pricing Page.

11. Intellectual Property Rights

11.1 All Intellectual Property Rights in the Services, Platform, Documentation, and any modifications, enhancements, or derivative works thereof (whether developed by the Company, the Customer, or jointly) are and shall remain the exclusive property of the Company or its licensors. Nothing in these Terms shall operate to transfer any Intellectual Property Rights from the Company to the Customer.

11.2 The Customer retains all Intellectual Property Rights in the Customer Data. The Customer grants the Company a limited, non-exclusive, royalty-free licence to use, process, and transmit the Customer Data solely to the extent necessary to provide the Services in accordance with these Terms.

11.3 The Customer grants the Company a non-exclusive, royalty-free, worldwide licence to use the Customer's name, logo, and trade marks solely for the purpose of identifying the Customer as a user of the Services in the Company's marketing materials. The Customer may revoke this licence at any time by providing written notice to the Company.

11.4 The Customer acknowledges that the Company may use anonymised, aggregated data derived from the Customer's use of the Services for the purposes of improving the Services, benchmarking, analytics, and statistical purposes, provided that such data does not identify the Customer, any End User, or any individual.

12. Confidentiality

12.1 Each party (the "Receiving Party") shall hold the other party's (the "Disclosing Party") Confidential Information in strict confidence and shall not, without the prior written consent of the Disclosing Party, disclose such Confidential Information to any third party, except to its employees, officers, advisers, and subcontractors who need to know such information for the purposes of exercising the Receiving Party's rights or carrying out its obligations under these Terms, provided that the Receiving Party ensures that such persons are subject to obligations of confidentiality no less restrictive than those set out in this clause 12.

12.2 The obligations of confidentiality in this clause 12 shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by Applicable Law, regulation, or order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) to enable the Disclosing Party to seek a protective order or other appropriate remedy.

12.3 The obligations under this clause 12 shall survive the termination or expiry of these Terms for a period of five (5) years, or, in respect of trade secrets, for as long as such information remains a trade secret.

13. Data Protection

13.1 Each party shall comply with all Applicable Law relating to the processing of Personal Data, including the UK GDPR and the Data Protection Act 2018.

13.2 The parties acknowledge that for the purposes of the UK GDPR:

• in respect of Personal Data relating to End Users processed through the Services, the Customer is the data controller and the Company is a data processor;
• in respect of Personal Data relating to the Customer's Account and the Customer's employees or representatives, the Company is the data controller.

13.3 Where the Company acts as data processor, it shall: (a) process Personal Data only on the documented instructions of the Customer (unless required to do otherwise by Applicable Law); (b) ensure that persons authorised to process the Personal Data are subject to appropriate obligations of confidentiality; (c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk; (d) not engage another processor without the prior written authorisation of the Customer; (e) assist the Customer in responding to requests from data subjects exercising their rights under the UK GDPR; (f) assist the Customer in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR; (g) at the Customer's choice, delete or return all Personal Data upon the termination of the Services; and (h) make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this clause 13.

13.4 The Customer warrants that it has obtained all necessary consents and has a valid legal basis for the processing of Personal Data, including Financial Data, through the Services, and that it has provided all necessary privacy notices to relevant data subjects.

13.5 Full details of the Company's data processing practices are set out in the Privacy Policy, which forms an integral part of these Terms.

14. Third-Party Services and Providers

14.1 The Services enable access to third-party services, including Banking Data Providers. The Customer acknowledges that:

• third-party services are subject to their own terms of service, privacy policies, and applicable regulations;
• the Company does not endorse, warrant, or assume any responsibility for any third-party service;
• the Customer's use of third-party services is at the Customer's own risk; and
• the Company shall not be liable for any loss or damage caused by or in connection with the Customer's use of, or reliance on, any third-party service.

14.2 Payment processing services are provided by Stripe Payments UK Ltd ("Stripe"). The Customer's use of Stripe is subject to Stripe's terms of service and privacy policy. The Company shall not be liable for the acts or omissions of Stripe.

15. Representations and Warranties

15.1 Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform its obligations under these Terms; (b) these Terms constitute a legal, valid, and binding obligation on it; and (c) its execution of and performance under these Terms will not conflict with or result in a breach of any agreement to which it is a party.

15.2 The Customer further represents and warrants that: (a) all information provided to the Company in connection with the Account is true, accurate, and complete; (b) the Customer's use of the Services will comply with all Applicable Law; (c) the Customer has obtained all necessary consents, authorisations, and licences required for the processing of Financial Data and Personal Data through the Services; and (d) the Customer's use of the Services will not infringe any third-party rights.

15.3 The Company warrants that the Services will be provided with reasonable skill and care and will materially conform to the Documentation. This warranty does not apply to the extent that any non-conformity is caused by the Customer's misuse of the Services or failure to comply with these Terms.

16. Disclaimer of Warranties

16.1 EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16.2 Without limiting the generality of the foregoing, the Company makes no warranty or representation that: (a) the Services will meet the Customer's requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results obtained through use of the Services will be accurate, complete, or reliable; (d) any errors in the Services will be corrected; or (e) any Financial Data accessed through the Services will be accurate, complete, or current.

16.3 The accuracy, completeness, and availability of Financial Data are determined by the relevant Banking Data Providers and are beyond the Company's control. The Company accepts no liability for errors, omissions, inaccuracies, or delays in Financial Data.

16.4 WITHOUT PREJUDICE TO CLAUSE 4 (EXPERIMENTAL BETA STATUS), THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE EXPERIMENTAL IN NATURE AND THAT THE COMPANY MAKES NO COMMITMENT AS TO THE CONTINUED AVAILABILITY, DEVELOPMENT, OR SUPPORT OF THE SERVICES. THE CUSTOMER'S USE OF THE SERVICES IS ENTIRELY VOLUNTARY AND AT THE CUSTOMER'S SOLE RISK. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM THE CUSTOMER'S RELIANCE ON THE SERVICES FOR ANY PURPOSE WHATSOEVER.

17. Limitation of Liability

17.1 Nothing in these Terms shall exclude or limit either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by Applicable Law; or (d) any breach of clause 12 (Confidentiality) or clause 13 (Data Protection).

17.2 Subject to clause 17.1, neither party shall be liable to the other party, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any: (a) loss of profits, revenue, or anticipated savings; (b) loss of business or business opportunity; (c) loss of goodwill or reputation; (d) loss of or corruption to data (other than as a direct result of a breach of clause 13); or (e) any indirect, special, incidental, consequential, or punitive loss or damage, in each case whether or not foreseeable and even if such party has been advised of the possibility of such loss or damage.

17.3 Subject to clauses 17.1 and 17.2, the Company's total aggregate liability arising out of or in connection with these Terms (whether in contract, tort, or otherwise) shall in no event exceed the greater of: (a) the total Fees paid by the Customer to the Company in the twelve (12) month period immediately preceding the event giving rise to the claim; or (b) one thousand pounds sterling (£1,000).

17.4 The limitations and exclusions of liability in this clause 17 reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The Services would not be provided without such limitations.

18. Indemnification

18.1 The Customer shall defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• the Customer's use of the Services in breach of these Terms;
• the Customer's breach of any Applicable Law;
• any claim by a third party (including an End User or Banking Data Provider) arising from the Customer's use of the Services;
• the Customer's breach of its obligations under clause 13 (Data Protection);
• the Customer Data, including any claim that Customer Data infringes any third-party Intellectual Property Rights or other rights; or
• any negligent or wrongful act or omission of the Customer or its employees, agents, or End Users.

18.2 The Company shall: (a) promptly notify the Customer of any claim to which this indemnity applies; (b) provide reasonable cooperation to the Customer at the Customer's expense; and (c) grant the Customer sole control of the defence and settlement of such claim, provided that the Customer shall not settle any claim without the Company's prior written consent where such settlement would impose any obligation on the Company or would not include a complete release of the Company from all liability.

19. Force Majeure

19.1 Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from a Force Majeure Event.

19.2 A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil commotion, government sanctions, embargoes, fire, flood, earthquake, storm, failure of public utilities, internet service disruptions, distributed denial-of-service attacks or other cyber attacks (provided the affected party has maintained reasonable security measures), failure of third-party telecommunications or hosting providers, and any changes to Applicable Law or regulatory requirements.

19.3 The affected party shall: (a) promptly notify the other party in writing of the nature and extent of the Force Majeure Event; (b) use all reasonable endeavours to mitigate the effects of the Force Majeure Event; and (c) resume performance of its obligations as soon as reasonably practicable after the Force Majeure Event ceases.

19.4 If a Force Majeure Event continues for a period of sixty (60) consecutive days, either party may terminate these Terms by providing thirty (30) days' written notice to the other party.

20. Suspension and Termination

20.1 Either party may terminate these Terms at any time by providing at least thirty (30) days' prior written notice to the other party.

20.2 The Company may immediately suspend or terminate the Customer's access to all or part of the Services, without liability, if: (a) the Customer breaches any provision of these Terms and, where the breach is capable of remedy, fails to remedy such breach within fourteen (14) days of receiving written notice of the breach; (b) the Customer fails to pay any undisputed Fees when due; (c) the Company reasonably believes the Customer's use of the Services poses a security risk or may adversely affect the Platform or other customers; (d) the Company is required to do so to comply with Applicable Law or the order of a court or governmental authority; or (e) the Customer becomes insolvent, enters administration, makes an arrangement with its creditors, or is subject to any analogous proceedings.

20.3 Either party may terminate these Terms with immediate effect by giving written notice to the other party if the other party commits a material breach of these Terms which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so.

21. Effects of Termination

21.1 Upon termination or expiry of these Terms for any reason:

• the Customer's right to access and use the Services shall immediately cease;
• the Customer shall immediately stop using all API Keys, SDKs, and Documentation;
• each party shall promptly return or destroy all Confidential Information of the other party in its possession, except to the extent that retention is required by Applicable Law;
• the Company shall, at the Customer's request made within thirty (30) days of termination, make available for download any Customer Data then held by the Company, after which the Company may delete such data; and
• all outstanding Fees shall become immediately due and payable.

21.2 Termination or expiry of these Terms shall not affect any rights, obligations, or liabilities of either party that have accrued prior to termination or expiry, including the right to claim damages for any breach of these Terms which existed at or before the date of termination.

21.3 Clauses which by their nature should survive termination shall continue in full force and effect, including without limitation clauses 1, 4, 11, 12, 13, 16, 17, 18, 21, 22, 23, and 25 to 31.

22. Dispute Resolution

22.1 In the event of any dispute or difference arising out of or in connection with these Terms, including any question regarding the existence, validity, or termination thereof (a "Dispute"), the parties shall first attempt to resolve the Dispute amicably through good faith negotiations between senior representatives of each party with authority to settle the Dispute.

22.2 If the Dispute is not resolved within thirty (30) days of the commencement of negotiations under clause 22.1 (or such longer period as the parties may agree in writing), either party may commence legal proceedings in accordance with clause 23.

22.3 Nothing in this clause 22 shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction.

23. Governing Law and Jurisdiction

23.1 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 laws of England and Wales.

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

24. Assignment and Subcontracting

24.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under these Terms without the prior written consent of the Company.

24.2 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under these Terms, provided that such assignment does not materially diminish the Customer's rights under these Terms. The Company may also subcontract the performance of its obligations under these Terms to third-party service providers, provided that the Company shall remain liable for the performance of its obligations.

25. Severability

25.1 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.

25.2 If any provision or part-provision of these Terms is deemed deleted under clause 25.1, 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.

26. Waiver

A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not 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 any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

27. Entire Agreement

27.1 These Terms (together with the Privacy Policy and any documents referred to herein) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to their subject matter.

27.2 Each party acknowledges that in entering into these Terms it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

28. Third Party Rights

Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. The rights of the parties to rescind or vary these Terms are not subject to the consent of any other person.

29. Notices

29.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post, or sent by email to the other party at the address or email address specified below (or as otherwise notified in writing from time to time).

29.2 Notices to the Company shall be sent to:

• Polyglyph Analytica Limited
• Montclare, Orpington Bypass, Badgers Mount TN14 7AG, United Kingdom
• Email: legal@8pimax.com

29.3 A notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or recorded delivery post, at 9:00 am on the second Business Day after posting; or (c) if sent by email, at the time of transmission, provided that no delivery failure notification is received.

30. Amendments

30.1 The Company reserves the right to amend these Terms at any time. Material changes to these Terms shall be notified to the Customer by email to the address associated with the Customer's Account or by a prominent notice within the Services at least thirty (30) days before the changes take effect.

30.2 The Customer's continued use of the Services after the effective date of any amendment constitutes the Customer's acceptance of the amended Terms. If the Customer does not agree to any amendment, the Customer must discontinue use of the Services before the effective date of the amendment and may terminate these Terms in accordance with clause 20.1.

31. Contact Information

For questions about these Terms, please contact:

• Company: Polyglyph Analytica Limited (trading as 8pimax)
• Registered Address: Montclare, Orpington Bypass, Badgers Mount TN14 7AG, United Kingdom
• Email: legal@8pimax.com
• Data Protection Officer: Sejuti Roy — dpo@8pimax.com