SaaS Agreement

1. 1. Parties

   2. This Agreement is between Luris Systems Ltd, trading as Safe Capital (“Safe Capital”) with a company number of 15361556 and registered address of 41 Bridgeman Terrace, Wigan, England, WN1 1TT and their customer (“Customer”).
   3. Safe Capital uses the following third party providers to supply open banking services (“Open Banking Services”) to the software:
      as agg
      1. Moneyhub Financial Technology Ltd (“Moneyhub”) with a company number of 06909772 and registered address of C/O Roxburgh Milkins Limited Merchants House North, Wapping Road, Bristol, United Kingdom, BS1 4RW.
      2. GoCardless Ltd (“GoCardless”) with company number 07495895 and registered address Sutton Yard, 65 Goswell Road, London, England, EC1V 7EN.

2. 1. Introduction

   2. This Agreement outlines the terms and conditions on which Safe Capital provides access to the software (“the Software”) to the Customer. The Software can be used by the Customer or their client (“Client”) collectively known as a user (“User”).
   3. This document, along with the relevant appendixes referred to herein, is the full Agreement between Safe Capital and the Customer.
   4. Users, may utilise services from either Moneyhub or GoCardless during the course of interacting with the Software.

3. 1. Account Creation

   2. Once a Customer has signed up to the Software, Safe Capital will manually create an admin User account on behalf of the Customer.
   3. When the initial admin User has been created, the admin User has the ability to perform the following tasks:
      1. Invite additional admin Users;
      2. Invite Customer Users;
      3. Create matters;
      4. Create Client Users; and
      5. Add and verify Customer bank account information.
   4. Users who do not have admin access may be able to:
      1. Create matters; and
      2. Create Client Users.
   5. To create a Client User a Customer User will need to submit the following information for the purposes of multi-factor authentication (“MFA”):
      1. A User’s date of birth (“DOB”);
      2. A User’s email address; and
      3. A User’s phone number.

4. 1. Software Functionality

   2. The Software can be utilised by both the Customer and the Client. The Software functionality will be dependent on whether the Customer or Client is accessing the Software.
   3. A Customer User may utilise the following functionality when viewing their dashboard:
      1. Create a matter;
      2. Request bank account information from a Client;
      3. Request a payment from a Client;
      4. Send a payment to a Client;
      5. Automate the process of returning a residual balance;
      6. View payments sent to and received from Clients;
      7. View matter status;
      8. Obtain bank account information from other companies;
      9. Send payments to other companies; and
      10. Request payments from other companies.
   4. A Client User may utilise the following functionality when viewing their dashboard:
      1. View completed and outstanding requests;
      2. Supply bank account information upon request from the Customer;
      3. Make a payment upon request from the Customer; and
      4. View any matters associated with their contact details.

5. 1. The Customer’s Legal and Regulatory Responsibilities

   2. The Customer MUST perform all of its due diligence (“DD”) responsibilities, including the following:

   1. It is the Customer's sole responsibility to comply with any additional legal or regulatory obligations.

   2. All ‘know your customer’ (“KYC”) or ‘know your business’ (“KYB”) obligations fall on the Customer. It is the Customer's sole responsibility to carry out the necessary industry standard KYC/KYB checks and DD on all Clients utilising the Software.

   3. Neither Safe Capital nor Moneyhub nor GoCardless accepts liability for any DD issues with the Software. They expect the Customer to have carried out all DD before allowing Clients access to the Software.

   3. The Customer’s Anti-Money Laundering and Anti-Bribery Responsibility

   1. The Customer shall comply with all anti-bribery and anti-money laundering (“AML”) laws.

   2. The Customer shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010 and The Money Laundering and Terrorist Financing (Amendment) Regulations 2019, to ensure compliance, and shall enforce them where appropriate. Where requested, the Customer shall promptly answer reasonable enquiries relating to those policies and procedures.

   4. Record Keeping

   1. The Customer shall keep up to date records relating to this Agreement including but not limited to records associated with AML, data protection, KYC/KYB and DD records.

   2. All records associated with this Agreement shall be kept for the full term of the Agreement and for a period of 6 years after the end of the Agreement for the purposes of auditing and statutory limitation.

   5. Reporting Suspicious Activity

   1. The Customer must report suspicious cases. If, however, Safe Capital becomes aware of any suspicious activities they will notify the Customer but they may also, if obliged to do so, report the behaviour directly to the appropriate authorities.

   2. The Customer must comply with any investigation carried out by any law enforcement agency. This may include sharing their KYC/KYB and AML records.

   6. Data Protection

   1. Under the Data Protection Act 2018 (“DPA’18”) the Customer is the data controller of any personal data collected, processed and stored within the Software and Safe Capital is the data processor.

   2. In accordance with Article 28 of the General Data Protection Regulation (“GDPR”), as incorporated into UK law under the DPA’18, Safe Capital, acting as the data processor, must:

      1. process the personal data only on documented instruction from the data controller, unless required by law to act without such instructions;
      2. ensure that people processing the data are subject to a duty of confidence;
      3. take appropriate measures to ensure the security of processing;
      4. only engage a sub-processor with the data controller’s prior authorisation and under a written contract;
      5. take appropriate measures to help the data controller respond to requests from individuals to exercise their rights;
      6. assist the controller in meeting its obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
      7. delete or return all personal data to the data controller (at the data controller’s choice) at the end of the Agreement, and the processor must also delete existing personal data unless the law requires its storage;
      8. submit to audits and inspections; and
      9. provide the data controller with any information needed to ensure that both the data controller and processor are meeting their Article 28 obligations.

   3. Safe Capital as the data processor claims no rights, title or interest in any of the data (personal or otherwise) that a User stores on the Software. The Customer as the data controller shall have sole responsibility for the legality, reliability, integrity and accuracy of the data provided and retained by a User.

   4. For the avoidance of doubt, the Customer obligations under the DPA’18 as a data controller include but are not limited to the terms contained within this Agreement as well as implementing appropriate technical and organisational measures to ensure and to be able to demonstrate that processing is being performed in accordance with the DPA’18.

6. 1. Security and Access

   2. It is the Customer’s obligation to inform all Users of the security and access requirements and to ensure that these are followed.
   3. Before using the Software, each User will ensure that they have read Moneyhub’s User Terms and GoCardless’ End User Terms and Conditions.
   4. A User will take all reasonable measures to ensure that there is no unauthorised access to the Software. Should unauthorised access be discovered, they will notify Safe Capital immediately. Consequently, in some circumstances Safe Capital may contact Moneyhub or GoCardless for the purposes of dealing with the problem.
   5. Should Safe Capital become aware that a User’s login, username and/or password is being provided to a third-party User, the account may be disabled and, in some cases, this may result in early termination of this Agreement.
   6. Each User will keep a secure password for their use of the Software. Each User will ensure passwords comply with industry standard best practice in relation to password protection measures, including encryption and confidentiality at all times.
   7. During the course of using the Software a User must not:
      1. access, store, distribute or transmit any viruses or in any way seek to damage or disable or frustrate the use of the Software;
      2. make available any material that is fraudulent, false, misleading or inaccurate, is unlawful, harmful, threatening, abusive, infringing, defamatory, obscene, harassing or racially or ethnically offensive;
      3. use the Software to facilitate illegal activity or in a manner that is otherwise illegal or causes damage or injury to any person or property;
      4. infringe any intellectual property rights; or
      5. engage in any act or omission which would enable or prove to be a causal link which enables a User to breach the Moneyhub User Terms or GoCardless’ End User Terms and Conditions.
   8. Should a User be prompted, they will re-authenticate their account within the specified time period to ensure that they can continue to access the Software.
   9. Safe Capital reserves the right, without liability or prejudice to its other rights under this Agreement, to immediately disable the User’s access to the Software under the provisions of this clause.

7. 1. Software Access

   2. The Customer will have access to the Safe Capital Software and the subscription shall commence on the later of:
      1. the date Safe Capital creates the initial admin User; or
      2. a date agreed in writing with the Customer.
   3. Safe Capital grants a non-exclusive, non-transferable right to the Customer to access and use the Software, subject to their agreement to the Moneyhub User Terms and GoCardless End User Terms and Conditions.
   4. The Software is provided to the Customer on a subscription pay monthly (“Pay Monthly”) or Pay as You Go (“PAYG”) basis. For more information on payment options, please see section 10.
   5. This Agreement does not allow the User to sell, sub-license, amend, modify, reverse engineer or otherwise interfere with the intellectual property rights of the Software.

8. 1. Support

   2. Safe Capital endeavours to deliver services, including additional support services, in relation to the Software to the best of its ability with skill, care and diligence in a good and professional manner.
   3. More information about service level can be found in the Service Level Addendum found in Appendix 1.

9. 1. Hosting

   2. All information submitted to the Software is hosted on Safe Capital’s UK based secure servers, for more information on host services please see Safe Capital’s Privacy Policy.
   3. Safe Capital’s privacy policy is incorporated into this Agreement by this reference.

10. 1. Pricing and Payment

    2. For Pay Monthly subscriptions, the Customer will be invoiced a fee on a monthly basis for the use of the Software. This fee will be based on the number of cases the Customer intends to open using the Software on an annual basis along with the services the Customer has chosen to use, pro-rata, to a monthly fee and case volume. For more information on this, please see the Fee Schedule.
    3. For PAYG subscriptions, when a User processes a payment using our Software, a fee per transaction will be charged. A User must complete a minimum monthly spend of £100. If the minimum spend is not reached, the User will still be charged a minimum of £100 per month and invoiced on a monthly basis. For more information on this, please see the Fee Schedule
    4. The following clauses apply to Pay Monthly subscription Customers only:
       1. The Customer may conduct the pro-rata number of cases per month via the Software corresponding to the subscription selected by and paid for by the Customer. If the Customer exceeds the number of cases in a given month by an amount equalling less than 10% of the Customer’s agreed limit then no additional fee will be owed by the Customer. If the Customer exceeds the Customer’s designated number of cases per month by more than 10%, less than 10% for 2 consecutive months or less than 10% for at least 3 months in any given 6-month period, then the Customer will be charged the difference between the subscription fee paid by the Customer and the fee owing for the subscription fee for the higher transaction usage. The additional fee will be applicable for all months in which the excess cases have occurred.
       2. If a Customer consistently exceeds the number of cases per month permitted under their selected subscription fee, Safe Capital reserves the right to change the Customer to the higher subscription fee going forward after notifying the Customer no less than 10 days before the next billing cycle.
       3. Should a Customer wish to move down a subscription level, they must give Safe Capital a minimum of 30 days written notice.
       4. Pay monthly subscriptions are subject to our Fair Usage, outlined in section 10.3.f of this Agreement
       5. If the Customer consistently exceeds the limits detailed in the Fair Usage clause, Safe Capital reserves the right to charge the Customer an additional fee. This will be based on the amount of excess usage and charged as per our PAYG pricing.
       6. We expect that in any given month the Customer shall not exceed the following limits (Fair Usage):
          a) SafePay - four payments per case; and
          b) SafeAuth - four account information checks per case. c) SafeRemit - ‘pay on success basis’ please contact us directly for more information.
    5. An initial setup fee of £500 may be charged to the Customer. If a setup fee is payable, this will be communicated to the Customer before they have signed up to use the Software.
    6. Safe Capital may offer a free trial to new Customers to evaluate Safe Capital free of charge. The Customer must contact Safe Capital directly to organise this.
    7. Free trials are limited to a maximum 14 day period and usage limits, unless otherwise agreed in writing with Safe Capital:
       a) For Pay Monthly subscriptions, the Customer may open a maximum of 25 cases; and
       b) For PAYG subscriptions, the Customer may initiate a maximum of 25 transactions.
    8. The Customer, before the end of the free trial period, must notify Safe Capital in writing that they want to continue with their subscription.
    9. Where the Customer does not want to move to a subscription, access to the Software will terminate after the 30 day trial period.
    10. Fees will then be paid via direct debit, taken 14 days after the invoice date. Should a Customer not pay via direct debit, the invoice must be settled within 14 days after the invoice date.
    11. Failure to pay any applicable fees shall be construed as a material breach of this Agreement, giving Safe Capital cause to terminate this Agreement.
    12. Safe Capital has the right to increase the fee throughout the Agreement by giving the Customer 90 days written notice.

11. 1. Termination/cancellation

    2. The Customer can terminate this Agreement within the first 30 days by sending written notice to Safe Capital. The Customer will be charged pro rata for their use of the Software within this 30 day period.
    3. Should a Customer on the Pay Monthly subscription wish to end the Agreement, they will give Safe Capital a minimum of 90 days’ written notice. The Customer will continue to pay all fees accrued or accruing within this 90-day period up until the end of the Agreement.
    4. Should a PAYG Customer wish to end the Agreement, they will give Safe Capital a minimum of 30 days’ written notice. The Customer will continue to pay all fees accrued or accruing within this 30-day period up until the end of the Agreement.
    5. In addition to the Customer ending the Agreement, Safe Capital has the right to suspend or terminate the Agreement should a User be found to be in breach of any terms of this Agreement. In which case, the Customer will not receive a refund for any sums paid.

12. 1. Intellectual property

    2. The Customer acknowledges and agrees that Safe Capital owns, or has the appropriate licences to use all intellectual property rights in relation to the Software excluding the Open Banking Service provided by Moneyhub and GoCardless.
    3. In relation to intellectual property relating to both Moneyhub and GoCardless, each third party has the appropriate licences to use all intellectual property rights associated with the Open Banking Service behind the Software owned by Safe Capital. Safe Capital has legal rights to use all associated IP as authorised by Moneyhub and GoCardless.
    4. Except as expressly stated in this Agreement, this Agreement does not grant the Customer rights to, or any interest in, any intellectual property rights or any other rights or in respect of the Software.

13. 1. Confidential Information

    2. Safe Capital acknowledges that it may have access to confidential information, including commercially sensitive business data and personal data, belonging to a User. Safe Capital shall not (except as necessary to provide the Software as detailed within this Agreement) use or disclose to any third party any confidential information unless they authorised to do so by a User or required by law.

14. 1. Modification and Changes

    2. Safe Capital reserves the right to modify or amend the terms of this Agreement as necessary from time to time. This includes, but is not limited to, the modification or amendment of this Agreement.
    3. Should any changes be made to this Agreement Users will be notified in writing at least 30 days before any such changes come into effect.

15. 1. Indemnity

    2. The Customer shall defend, indemnify and hold harmless Safe Capital, Moneyhub and GoCardless against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the User’s use of the Software.

16. 1. Limitation of Liability

    2. Safe Capital will endeavour to ensure the safety, security and accessibility of the Software. However, they cannot be held liable for any damages directly or indirectly resulting from the use of the Software except where expressly required by law such as gross negligence or wrongful death.
    3. Safe Capital cannot be held liable for any of the actions taken by third parties whose third-party services have been incorporated into the Software.
    4. Liability, if any, shall be limited in amount to the fees paid to by Safe Capital in the previous 12-month period.
    5. Safe Capital shall have no liability for any damage caused by errors or omissions in any information or instructions provided by a User in connection with Safe Capital’s Software.
    6. Safe Capital gives no warranties relating to the fitness for purpose of the Software and shall not be responsible in any way for the use or misuse of any passwords, or any inappropriate IT security practices.
    7. User data is provided “as is”. Safe Capital does not guarantee, warrant or represent that:
       1. the User data is complete, accurate, up-to-date or error-free; or
       2. access to the Software will be continuous, uninterrupted or error-free.

17. 1. Force Majeure

    2. Safe Capital, Moneyhub and GoCardless shall have no liability to a User under this Agreement if they are prevented from or delayed in performing their obligations under this Agreement, or from carrying on their businesses, by acts, events, omissions or accidents beyond their reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Safe Capital, Moneyhub, GoCardless or any other party), failure of a utility service or transparent or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, providing that a User is notified of such event and its expected duration.

18. 1. Severability

    2. If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

19. 1. Law and jurisdiction

    2. This Agreement, and the relationship between Safe Capital and a User (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England and Wales.
    3. Any disputes concerning this Agreement, the relationship between Safe Capital and a User, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.

Appendix 1: Service Level Addendum

1. 1. Additional support

   2. In line with this Agreement, Safe Capital will provide the Customer with additional support, including technical support, where appropriate.
   3. Safe Capital utilises additional third parties to run the Software. Due to this, should there be a failure of services or a business critical issue, Safe Capital will not have control over any such issue.
   4. Safe Capital will however, endeavour to carry out any necessary updates or requests from the third parties to resolve the issue as soon as possible.

2. 1. Responses and responsibilities

   2. All issues relating to the Software must be reported directly to Safe Capital by raising a support ticket through Safe Capital’s website (https://www.safecapital.co.uk/support).
   3. The Customer is responsible for providing all the necessary information and access required to allow Safe Capital to investigate and resolve any issues.
   4. Safe Capital will strive to use all reasonable efforts to respond to all reported issues within the time frames outlined below however, please note that these timeframes are an estimation and are therefore not exact.
   5. Except in the case of critical functions, Safe Capital maintains discretion over whether or when any enhancements modifications and/or bug fixes are performed.

3. 1. Levels of priority

Definition	Level	Response Time	Restoration Time	Description	Example
Business Critical	1	30 mins	2 hours	The whole of or a critical part of the system is unusable, causing immediate and significant business	The customer is unable to gain access to the Software.
Significant	2	30 mins	2 hours	A significant, but not immediately critical, part of the system is unavailable and is creating some business impact.	The customer is unable to connect to the Safe Capital API.
System Defect (with workaround)	3	5 hours	2 days	Disruption of a single element of the service. Alternative access or workarounds available.	The customer cannot add a new user. However, another user could add cases until the defect is fixed.
Non-Critical	4	5 days	2 days	An issue that needs monitoring but is not urgent. Customer agrees low priority.	The customer’s logo within the software isn’t rendering correctly.
Informational	5	n/a	5 days	Enquiries or requests for advice.	A customer has a question about the Safe Capital API.

4. 1. Exceptions and limitations

   2. If after investigation it is found that the issue has originated from the User’s side, such as through an input error or unauthorised access, the Customer, at Safe Capital’s discretion, may be charged for the investigation time as well as any time spent resolving the issue.

5. 1. Safe Capital’s business hours

   2. Support services, including technical support, relating to the Software are available during Safe Capital’s business hours of 9am – 5pm (GMT) Monday to Friday (excluding UK bank holidays).

6. 1. Maintenance and downtime

   2. Where possible, Users will be notified of all scheduled updates/maintenance and downtime at least 14 days before the maintenance is commenced. Any maintenance will be carried out outside of business hours where possible.
   3. Where the update/maintenance is urgent and therefore cannot be planned, Users will be informed of the update/maintenance after it has taken place.