Salt Edge Dashboard Terms of Service

Date Last Revised: August 8, 2019

These Salt Edge Dashboard Terms of Service ("Agreement") are a legal and binding agreement between Salt Edge Limited ("Salt Edge", "we", "our" or "us") and you. This Agreement sets out the terms and conditions under which you may access and use the Services provided by us via the Salt Edge Dashboard. By signing up for a User Account, accessing the Salt Edge Dashboard and using the Services, you agree to be bound by the terms and conditions of this Agreement. We recommend that you thoroughly review this Agreement, as the same may be updated from time to time, before accessing or starting to use the Services and during your use of the Services. You must not access and use the Services if you don’t agree to all of the terms and provisions of this Agreement.

The Services are made available to you via the Salt Edge Dashboard, and are provided, controlled and operated by Salt Edge. Salt Edge is a company registered in England and Wales under the registration number 11178811 with its registered address at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, England. Salt Edge is regulated by the Financial Conduct Authority ("FCA") whose head office is at 12 Endeavour Square, London E20 1JN, England. We were granted registration (reference number: 822499) to carry on payment service activities as a registered account information service provider under the Payment Services Regulations 2017.

To make it easier for you to navigate through this Agreement and find the relevant information quickly, we have divided it into the following sections for convenience:

1. DEFINITIONS
2. ACCEPTANCE OF AGREEMENT
3. RIGHT TO USE THE SERVICES
4. YOUR USE OF THE SERVICES
5. SERVICES FEES
6. DATA LICENSE
7. PERSONAL DATA PRIVACY
8. THIRD PARTY LINKS AND SERVICES
9. ADDITIONAL TERMS
10. PROPRIETARY RIGHTS
11. FORCE MAJEURE
12. CHANGES TO THE AGREEMENT AND SERVICES
13. TERM AND TERMINATION
14. DISCLAIMER OF WARRANTIES
15. LIMITATION OF LIABILITY
16. INDEMNIFICATION
17. LAWS AND JURISDICTION
18. GENERAL PROVISIONS
19. COMPLAINTS AND ENQUIRIES

1. DEFINITIONS

In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms when used in this Agreement shall have the meanings given to them as follows:

1.1. "Account Information Services" means an online service to provide consolidated information on one or more Payment Accounts held by you with either another payment service provider or with more than one payment service provider, and includes such a service whether information is provided:

  1. in its original form or after processing;
  2. only to you or to you and to another person in accordance with your instructions.

1.2. "ASPSP" means the payment service provider that provides and maintains a Payment Account for you (e.g., bank, building society, electronic money institution).

1.3. "GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

1.4. "GDPR Consent to Transmit Data" means a freely given, specific, informed and unambiguous indication of your wishes by which you, by a clear affirmative action, give explicit consent to Salt Edge to transmit your Payment Account Data to the designated Partner.

1.5. "Partner" means the third party to whom you instruct Salt Edge to transmit your Payment Account Data based on your GDPR Consent to Transmit Data.

1.6. "Payment Account" means an account accessible online held in your name by the respective ASPSP, including but not limited to current account, e-money account, flexible savings account and credit card account.

1.7. "Payment Account Data" means the information made available from your ASPSP relating to your Payment Account, including without limitation account details (account name, number, balance, currency, etc.), transactions details (transaction amount, currency, date, description, etc.), account holder details (name, address, email, phone number), and features and benefits of your Payment Account, that is accessed and automatically retrieved by Salt Edge through the Services and presented to you in the Salt Edge Dashboard after processing.

1.8. "Personalized Security Credentials" means the personalized features, including without limitation ASPSP’s API access tokens, username, password, access number, security questions and answers, token/SMS codes, and multifactor information, provided to you by your ASPSP for the purposes of authentication, including but not limited to strong customer authentication.

1.9. "PSD2 Consent" means a freely given, specific, informed and unambiguous indication of your wishes by which you, by a clear affirmative action, give explicit consent to Salt Edge to access your Payment Account for the purpose of providing Account Information Services to you.

1.10. "Salt Edge Dashboard" means the online platform located at https://www.saltedge.com/dashboard accessed by you with your User Account credentials in order to use the Services, including without limitation any content, images, text and icons within such platform.

1.11. "Services" means the Account Information Services, consent management functionality and any other related content, features, tools or services as made available by Salt Edge from time to time in the Salt Edge Dashboard.

1.12. "User Account" means the unique user account set up with Salt Edge at the time when either you complete the account registration process or start using the Services.


2. ACCEPTANCE OF AGREEMENT

2.1. By accessing and using (either by computer, mobile or other electronic device now or hereafter devised) the Services, you:

  1. confirm that you are at least eighteen (18) years old, or of the legal age of majority in the jurisdiction in which you reside;
  2. have legal capacity to enter into this Agreement;
  3. acknowledge that you have carefully reviewed the terms and conditions of this Agreement; and
  4. agree to be bound by the terms of this Agreement as well as the Salt Edge Dashboard Privacy Policy which governs Salt Edge’s collection, use and processing of your personal data in connection with the provision of Services to you.

2.2. If you are a company, corporation, organization or other legal entity ("Legal Entity"), then all provisions hereof shall be applicable to such Legal Entity except for the provisions limited by the context to individuals. If you access and use the Salt Edge Dashboard and Services on behalf of a Legal Entity, you agree to this Agreement for that Legal Entity and represent and warrant that you have the authority to bind that Legal Entity to this Agreement. In that case, "you" shall refer to the Legal Entity on whose behalf you are acting.


3. RIGHT TO USE THE SERVICES

3.1. License Grant. The Services and Salt Edge Dashboard are protected by copyright, trade secret, and other intellectual property laws. Subject to your compliance with the terms of this Agreement, Salt Edge hereby grants you a personal, non-commercial, limited, non-exclusive, non-transferable, revocable, non-sublicensable right and license to access the Salt Edge Dashboard and use the Services during the term of this Agreement in accordance with the terms and conditions of this Agreement. Salt Edge reserves all rights, title and interest, including all intellectual property rights, in and to the Services, Salt Edge Dashboard and the underlying technology used to provide the Services and the Salt Edge Dashboard, including without limitation all software and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof and all research and development and experimental development in respect thereto ("Salt Edge Technology"). Except for the rights expressly granted to you in this Agreement, no other rights are granted by implication, estoppel or otherwise. You acknowledge that only Salt Edge shall have the right to maintain, enhance or otherwise modify the Services, Salt Edge Dashboard and Salt Edge Technology unless specific permissions are granted to you in a separate written agreement with Salt Edge.

3.2. License Restrictions. You shall use the Salt Edge Dashboard and Services solely for the purposes that are permitted by and as contemplated in this Agreement. Without limiting any other provision of this Agreement, you agree that you shall not, either directly or indirectly:

  • disseminate, market, license, sublicense, sell, resell, lease, transfer, assign, transmit, distribute, time-share, let, rent, give somebody the loan of, or sub-authorize any element of the Salt Edge Dashboard;
  • modify, translate, adapt, copy, download, frame, link to, reverse engineer, decrypt, decompile, decode, disassemble, or create derivative works based on, the Salt Edge Dashboard or any part thereof, except to the extent the foregoing restrictions are expressly prohibited by applicable laws notwithstanding a contractual provision to the contrary;
  • circumvent any user limits or other use restrictions that are built into the Services;
  • breach, override or otherwise circumvent any authentication or security mechanisms that are built into the Services;
  • remove or obliterate any proprietary notices, ownership labels, classified legends or marks from the Services;
  • indulge in any actions with the Salt Edge Dashboard and/or Services that meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of Salt Edge or any related third party;
  • indulge in any actions with the Salt Edge Dashboard and/or Services that could result in disruption of the Services;
  • engage in any behavior that could harm the technical infrastructure or systems of the Services;
  • engage in any deliberate actions that pose a disproportionately or unreasonable large load on the technical infrastructure or systems of the Services;
  • transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through your access to and use of the Salt Edge Dashboard and Services;
  • try to have any unauthorized access to the Services, their associated servers, networking, systems, services, data or any other services of Salt Edge or any related third party; or
  • access and use the Salt Edge Dashboard, Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by this Agreement.

4. YOUR USE OF THE SERVICES

4.1. Registration. In order to be able to use the Services, you will be required to create a User Account. During the registration process you must provide an accurate and up-to-date email address and create a password. If you are redirected to Salt Edge Dashboard by a Partner, a User Account will be set up for you automatically based on the verified email address provided by such Partner to Salt Edge before you start using the Services. When your User Account is created, Salt Edge will send an automatic notification to your email address confirming your registration and, if applicable, requiring you to finalize the setup of your User Account. If required by law or regulation to carry out additional checks, we will ask for supplementary information during the registration of your User Account or post-registration in order to verify your identity. You are responsible for the accuracy of the registration information supplied to us in connection with your User Account, and must update such information promptly in case of future changes. You must keep your User Account credentials confidential and secure at all times and must not disclose them to any third party. You are solely responsible for all activities and actions carried out under your User Account. Any such activities and actions shall be deemed performed by you. You must immediately contact us at support@saltedge.com in case of suspected unauthorized access to your User Account or if you believe your User Account might have been compromised. You are solely responsible for any communication submitted to Salt Edge in connection with your use of the Services, including by electronic mail or otherwise through the online channels offered within the Salt Edge Dashboard. Salt Edge assumes that any communication received through use of your User Account registration information was sent or authorized by you and that any communication you send to us is compliant with applicable laws, including anti-spam laws.

4.2. Provision of the Services.

4.2.1. Account Information Services. The Services primarily involve the provision of Account Information Services, enabling you to see in the Salt Edge Dashboard a consolidated view of the Payment Account Data relating to all the Payment Accounts that you wish to allow us access to. In order for Salt Edge to be able to provide the Account Information Services to you, you will have to authorize Salt Edge to access your Payment Account(s). In this respect, we will ask for your PSD2 Consent by which you authorize Salt Edge to access in read-only mode your Payment Account held with the respective ASPSP. In order to be able to link a particular Payment Account to your User Account in the Salt Edge Dashboard, you will have to authenticate yourself with your Personalized Security Credentials. By using the Services, you hereby confirm that you (i) are the legal owner of the Payment Account and have the legal right to use the associated Payment Account Data, or (ii) are duly authorized by the legal owner to access the Payment Account and use the Personalized Security Credentials and associated Payment Account Data as set forth in this Agreement. Salt Edge will communicate with your ASPSP through secure channels conforming to the regulatory requirements in order to transmit the Personalized Security Credentials, access the designated Payment Account and retrieve the associated Payment Account Data. We will continue to do so at certain intervals (including when you are offline) until the expiration date of your PSD2 Consent (which, for your convenience, is displayed in the Salt Edge Dashboard for each ASPSP linked to your User Account) unless revoked earlier by you. You can revoke your PSD2 Consent at any time by deleting the established link to the respective ASPSP using the consent management options available in the Salt Edge Dashboard. If you delete your User Account, all your active PSD2 Consents will be automatically revoked and all the active links to the ASPSPs in your User Account will be automatically deleted. You hereby acknowledge that the revocation of a PSD2 Consent shall not affect the lawfulness of Salt Edge’s actions based on such PSD2 Consent before its revocation.

4.2.2. Partners. Based on your GDPR Consent to Transmit Data, Salt Edge will transmit your Payment Account Data (after processing, including without limitation data enrichment, carried out by Salt Edge on such data) to the respective Partner (which has originally redirected you to the Salt Edge Dashboard) until the GDPR Consent to Transmit Data is revoked by you or canceled by the respective Partner. Depending on the Partner you wish Salt Edge to transmit your Payment Account Data to, Salt Edge will ask for your GDPR Consent to Transmit Data either (i) at the same time when requesting the PSD2 Consent, in which case the GDPR Consent to Transmit Data will be incorporated into the PSD2 Consent, or (ii) separately using the Salt Edge Dashboard functionality. We will only transmit to the Partner that Payment Account Data (including subsequent updates to such data if available) as authorized by you in the GDPR Consent to Transmit Data. The Salt Edge Dashboard allows you to view the list of all Partners you have consented to transmit your Payment Account Data to, along with Partner’s details. You can revoke any active GDPR Consent to Transmit Data at any time using the consent management options available in the Salt Edge Dashboard. You hereby acknowledge that the revocation of a GDPR Consent to Transmit Data shall not affect the lawfulness of Salt Edge’s actions based on such GDPR Consent to Transmit Data before its revocation.

4.3. General Requirements. The Services are available to you through a compatible desktop or mobile device and require internet connection. You acknowledge and agree that you are solely responsible for the technical requirements relating to your access and use of the Services through your information technology device, including but not limited to: (i) any applicable charges, updates and/or additional fees of your telecommunications provider (internet service provider, mobile service provider and/or other data providers), and (ii) using the Services in compliance with the terms of your agreement with your telecommunications provider. You acknowledge and agree that Salt Edge makes no warranties or representations of any kind, express, statutory or implied, as to whether the telecommunications services from your provider will be available and accessible at any time or from any location. We expressly disclaim any liability or responsibility for any loss, damage, or other security intrusion of the telecommunications services of your provider and any failure of your telecommunications service provider to transmit any data, communications or settings in connection with your use of the Services. You are responsible for the security of your internet connection, including by correctly configuring your information technology device and using adequate virus protection software.

4.4. Acknowledgement. While Salt Edge will endeavor to ensure that the Salt Edge Dashboard and Services are available to you at any time during the term of this Agreement, we do not guarantee their continuous, uninterrupted or error-free operation and we shall not be liable to you if the Salt Edge Dashboard and/or Services are unavailable at any time for any reason. We may also temporarily suspend or deny access to the Salt Edge Dashboard and Services in case of emergency, Force Majeure, technical problems, system failure or degradation, scheduled or emergency maintenance, security incident or requirements of competent authorities.

4.5. Your Notification Obligations. You must immediately notify Salt Edge and your respective ASPSP if you become aware of any loss, theft or unauthorized use or disclosure of your Personalized Security Credentials or any Payment Account Data. Salt Edge reserves the right to deny you access to the Services (or any part thereof) if Salt Edge reasonably believes that any loss, theft, or unauthorized use or disclosure of the foregoing information has occurred. Such denial of access may without limitation enable Salt Edge to investigate said loss, theft or unauthorized use or disclosure (including in cooperation with law enforcement authorities).


5. SERVICES FEES

We do not charge any fees for the Services. You will be able to use the Services for free during the term of this Agreement. Salt Edge may have certain financial arrangements in place with the respective Partner(s) (which have originally redirected you to the Salt Edge Dashboard). If we decide to charge a fee for the Services in the future, we will notify you in advance in accordance with the terms of this Agreement.


6. DATA LICENSE

6.1. By giving your PSD2 Consent and using the Services you hereby represent and warrant that you are the legal owner of the Payment Account Data or are duly authorized by the legal owner to accept the terms, make the representations, give the warranties and grant the licenses as set forth in this Agreement with respect to the Payment Account and associated Payment Account Data. You do hereby grant Salt Edge a non-exclusive, royalty-free license during the PSD2 Consent period to access your Payment Account in read-only mode and use your Personalized Security Credentials and Payment Account Data for the purpose of providing the Services to you. Salt Edge can’t make any changes to your Payment Account through the Services. Salt Edge does not manually review or analyze the retrieved Payment Account Data and you agree that Salt Edge is not responsible for its completeness or accuracy. Any transactions or activities performed in any of your Payment Accounts held with your respective ASPSPs are not made through the Services and Salt Edge assumes no responsibility for such transactions or activities. You are solely responsible for any changes to your Payment Account Data and/or Personalized Security Credentials, and any such changes must be made with your respective ASPSP.

6.2. You agree that in performing the required technical steps to provide the Services, Salt Edge may make such changes to your Payment Account Data and Personalized Security Credentials as are necessary to conform and adapt such data to the regulatory, technical and security requirements of connecting networks, devices or media. You further authorize Salt Edge, in connection with the provision of Services, to: (i) collect, process and store your Payment Account Data and Personalized Security Credentials, (ii) reformat, organize, structure, alter, modify, transmit, consolidate and adapt your Payment Account Data, (iii) create and provide hypertext links to your ASPSP(s), (iv) update and maintain the information in your User Account, including performing offline updates (without your interaction), (v) address service errors or interruptions, (vi) enhance and improve the Services, and (vii) take such other actions as are reasonably necessary to perform the actions described in (i) through (vi) above, each in connection with the provision of the Services.

6.3. You acknowledge and agree that: (i) ASPSPs may not always allow Salt Edge access to your Payment Account, (ii) ASPSPs may make changes to their interfaces, APIs or services, on a planned or emergency basis, with or without notice to Salt Edge, that may prevent or delay access to your respective Payment Account and/or the provision of Account Information Services to you, and (iii) although Salt Edge will try to "refresh" the Payment Account Data, if the data is not the most up-to-date from your ASPSP, your most recent transactions and current account balance may not be reflected in your User Account in the Salt Edge Dashboard. It is your obligation to watch for any discrepancies in your Payment Account Data, and before making any transactions or decisions based on the Payment Account Data presented to you in the Salt Edge Dashboard, you should check the last refresh date for the ASPSP linked to your User Account and confirm with the applicable ASPSP that the Payment Account Data is correct or otherwise confirm that the Payment Account Data is up-to-date and accurate. Salt Edge does not represent or warrant that the Payment Account Data provided to you in the Salt Edge Dashboard will at all times be complete, accurate, error-free or up-to-date. You further acknowledge that the Services are not sponsored or endorsed by any ASPSP accessible through the Services.


7. PERSONAL DATA PRIVACY

7.1. In order to provide the Services, Salt Edge will collect, process and use your personal data (including without limitation User Account registration information, Payment Account Data and Personalized Security Credentials). Our Salt Edge Dashboard Privacy Policy explains in detail how Salt Edge processes and protects the personal data in our custody or control, and describes the technical and organizational measures implemented in order to maintain the security, confidentiality, availability and integrity of such data. By using the Services, you hereby agree to the terms of the Salt Edge Dashboard Privacy Policy, including any subsequent changes as published and communicated to you by Salt Edge, and that Salt Edge will process your personal data in accordance with the Salt Edge Dashboard Privacy Policy for the purpose of providing the Services.

7.2. By using the Services, you acknowledge and agree that Salt Edge has the right to make anonymized data based on personal and non-personal data submitted by you or collected from you or through your use of the Services, and combine such anonymized data with that of other users of the Services in order to make anonymized aggregated data (i.e., non-personally identifiable information). Salt Edge may use the anonymized data and anonymized aggregated data for various business purposes, including but not limited to compiling statistical reports, providing and improving the Services, developing and improving other Salt Edge products and services, and distributing or licensing such data to third parties with whom Salt Edge has a business relationship.


8. THIRD PARTY LINKS AND SERVICES

The Services and Salt Edge Dashboard may include links to or be linked from, or otherwise direct your attention towards, websites, services, features, or products operated or offered by third parties, including without limitation Partners and ASPSPs, (collectively, "Third Party Services") and not by Salt Edge. Such links and information are offered solely for informational purposes and your convenience. The inclusion of any link does not imply an association, support, endorsement, consent, examination, or approval by Salt Edge of such third party or Third Party Services (including without limitation any content made available within such Third Party Services). Salt Edge shall not be liable for the information and content contained in any Third Party Services or for your use of or incapacity to use such Third Party Services, and Salt Edge expressly disclaims any liability for them. Access to any Third Party Services is at your own risk, and you must be aware of the fact that Third Party Services are governed by terms of service and privacy policies different from those of Salt Edge. You acknowledge and agree that the respective third party, and not Salt Edge, is entirely liable for the delivery and performance of the Third Party Services.


9. ADDITIONAL TERMS

9.1. No Professional Advice. Any information or data contained in or made available through the Services is provided for informational purposes only and can’t substitute for the services of trained professionals. Salt Edge does not give professional advice and is not in the business of providing legal, financial, accounting, taxation or other professional services or advice. You should independently verify and research, or take independent financial advice from a trusted and competent professional in connection with, any information or data contained in or made available through the Services and/or Salt Edge Dashboard for the purpose of making any financial decisions or otherwise. Salt Edge expressly disclaims any liability, whether in contract, tort (including negligence) or otherwise, in respect of any damage, expense or other loss you may suffer arising out of such information or data, or any use of or reliance upon such information or data.

9.2. Service Notifications. From time to time we may send you important communications regarding the Salt Edge Dashboard and/or Services, your User Account, updates to this Agreement and/or Salt Edge Dashboard Privacy Policy, system alerts and any other notifications which may be required by law or regulation (including without limitation notification of a security incident) (collectively, "Mandatory Notifications"). Such Mandatory Notifications will be sent to your email address supplied as part of your User Account registration information (as the same may be updated by you from time to time). You cannot opt out of receiving these Mandatory Notifications.

9.3. Feedback. Salt Edge may freely use any suggestions, feedback or ideas you may provide to us relating to the Services and/or Salt Edge Dashboard (collectively, "Feedback"). You acknowledge and agree that any Feedback is and shall be given entirely voluntarily. By providing any Feedback to Salt Edge you hereby grant us a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free right and license to use, disclose, copy, distribute, create derivative works, modify, display, exploit and license the Feedback in any form and manner for any business purpose, including but not limited to modifying and improving the Services, Salt Edge’s other current and future services and products, service advertising and marketing materials. Salt Edge reserves the right to incorporate the Feedback into the Services and, if so incorporated, the Feedback will form part thereof and will become Salt Edge’s intellectual property.


10. PROPRIETARY RIGHTS

All rights, title and interest in and to the Salt Edge Dashboard and the underlying Salt Edge Technology, including all intellectual property rights therein, are and will remain with Salt Edge and its licensors. Salt Edge and Salt Edge Dashboard are trademarks or registered trademarks of Salt Edge or its respective affiliates and licensors. All other trademarks, trade names, service marks, graphics and logos used in connection with the Salt Edge Dashboard and Services that are not owned by Salt Edge or its respective affiliates and licensors are the property of their respective owners and are used for identification purposes only. Salt Edge does not grant you any right or license to use, copy or reproduce any Salt Edge’s trademarks or the trademarks of any third party (including without limitation Partners and ASPSPs) that may appear in the Salt Edge Dashboard and/or in connection with the provision of Services.


11. FORCE MAJEURE

You hereby release Salt Edge from any liability arising from a delay in performance or non-performance by Salt Edge under this Agreement caused by Force Majeure. "Force Majeure" means any circumstances that could not be reasonably foreseen or are caused by acts or events beyond Salt Edge’s reasonable control, including without limitation acts of God, normative acts issued by state or government institutions, strikes, lock-outs, war or any kind of military operations, blockade, epidemics, acts or threats of terrorism, unavailability of the interfaces, APIs or services of ASPSPs, errors or outages of public or private telecommunications networks, enforcements by competent authorities, etc.


12. CHANGES TO THE AGREEMENT AND SERVICES

12.1. Changes to the Agreement. Salt Edge reserves the right to change this Agreement at any time and from time to time to reflect changes in the applicable laws or regulations, technical or security requirements, the functionality of the Services, or our business requirements. If Salt Edge decides to change this Agreement in the future, Salt Edge will post an appropriate notice at the top of this page and/or give you reasonable advance notice through the Services or by other means (e.g., via email notification). Any non-material change (such as clarifications) to this Agreement will become effective on the date the change is posted and any material changes will become effective thirty (30) days from their posting in the Salt Edge Dashboard. The date of the last update of this Agreement is set out at the top of this document. You acknowledge and agree that your continued access to and use of the Salt Edge Dashboard and Services after the date of changes to this Agreement indicates your agreement to such changes.

12.2. Updates to the Services. Salt Edge may in its sole discretion and at any time update or modify the Services, discontinue, temporarily or permanently, providing the Services or any part thereof, including without limitation for technical, maintenance, security, legal, compliance or other business reasons. Salt Edge may also perform maintenance of the Services from time to time, on a planned or emergency basis, which may result in interruptions, delays or errors in the Services. You acknowledge and agree that any maintenance, modification, suspension or termination of the Services may be effected without prior notice, although Salt Edge will endeavor to provide such notice whenever feasible. You further acknowledge and agree that your continued use of the Services after the date of changes to the Services indicates your agreement to such changes.


13. TERM AND TERMINATION

13.1. This Agreement becomes effective when you start using the Services and remains in force until terminated by either party. We may terminate this Agreement at any time and for any reason by giving you thirty (30) days’ advance written notice whenever feasible. You acknowledge and agree that Salt Edge in its sole discretion and without advance notice may immediately suspend or terminate this Agreement and your User Account:

  1. if Salt Edge reasonably believes that you have breached any of the terms of this Agreement (including without limitation by using the Services to carry out fraud or other illegal or criminal activities). Depending on the type of your breach, we may take any and all actions as we reasonably deem appropriate and required or permitted by law, including without limitation notifying the competent law enforcement, government or regulatory bodies and, to the extent required or permitted by law, disclosing any pertinent information relating to your breaching actions, your User Account and/or any information (including personal data) in your User Account in furtherance of an official investigation; or
  2. if we are required by any law enforcement, government or regulatory body (including without limitation the FCA).

You further acknowledge that Salt Edge may terminate your User Account with notice to you if it is inactive for more than six (6) months and Salt Edge will not be liable to you or to any other person as a result of any such termination.

13.2. You may terminate this Agreement at any time for any reason by deleting your User Account (using your account options). Alternatively, you may provide notice to Salt Edge about your decision to terminate this Agreement and we will delete your User Account as soon as practicable after receiving such notice from you.

13.3. Upon termination of this Agreement: (i) you must cease all use of the Services and any other activities or actions permitted under this Agreement, (ii) all rights and licenses granted to you under this Agreement will be terminated, and (iii) your User Account will be closed and all the information and data relating to your User Account will be deleted in accordance with Salt Edge’s data deletion procedure set forth in the Salt Edge Dashboard Privacy Policy.

13.4. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.


14. DISCLAIMER OF WARRANTIES

14.1. Subject to clause 14.2 and clause 15.2, you acknowledge and agree that to the maximum extent permitted by applicable laws:

  1. Salt Edge offers the Salt Edge Dashboard and Services on an “as is” and “as available” basis and does not accept responsibility or liability for any use of or reliance on the Salt Edge Dashboard and Services or any information provided through the Services, or for any disruptions to or delay in the provision of the Services, or for any performance or non-performance of any of your ASPSPs’ interfaces, APIs or services;
  2. Salt Edge makes no warranties or representations, express, statutory or implied, as to the accuracy, timeliness, comprehensiveness, completeness, quality, reliability, currency, error-free nature, compatibility, security, data loss, non-interference with or non-infringement of any intellectual property rights, or fitness for a particular purpose of Salt Edge Dashboard and Services or any information provided through the Services; and
  3. Salt Edge does not guarantee the adequacy of the Services or compatibility and security thereof to your computer equipment and does not warrant that the Services, their infrastructure or any emails or communications transmitted via the Services will be free of viruses or secure against hacking attacks.

14.2. The exclusion of the warranties set forth in clause 14.1 shall apply to the maximum extent allowed by the applicable laws in your jurisdiction and provided that the application of such exclusion will not make Salt Edge to be in breach of any applicable laws, or the rules, directions or orders of any competent authority or regulator, including without limitation the FCA.


15. LIMITATION OF LIABILITY

15.1. You acknowledge and agree that, to the maximum extent permitted by applicable laws, Salt Edge shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for, relating to or arising from: (i) loss of profits, (ii) failures of telecommunications, the internet, electronic communications, (iii) loss of business revenue or investment, (iv) use of software or hardware that does not meet Salt Edge’s systems requirements, (v) damage to goodwill, reputation, data or other intangible losses, or (vi) resulting from the use of or the inability to use the Services, or from any performance or non-performance of any of your ASPSPs’ interfaces, APIs or services. The above limitations apply even if Salt Edge has been advised of the possibility of such damages.

15.2. Nothing in this Agreement is intended to or shall exclude or limit Salt Edge’s liability: (i) for death of personal injury caused by our negligence, (ii) for fraud and/or fraudulent misrepresentation, (iii) for our willful misconduct or gross negligence, (iv) for regulatory breach by Salt Edge, and/or (v) which cannot be excluded, limited, modified or restricted under the applicable laws and/or regulations. All statutory rights that are or may be available to you relating to the provision of Services under this Agreement shall not be impaired or affected.


16. INDEMNIFICATION

You agree to indemnify, defend and hold Salt Edge and its officers, directors, employees, subcontractors and suppliers harmless from all losses, damages, fines, penalties, costs and expenses (including without limitation reasonable attorney’s fees) incurred or suffered by Salt Edge as a result of: (i) your use of the Services, (ii) a breach by you of any of the terms of this Agreement or the applicable laws, (iii) your infringement of any intellectual property rights or any other rights of third parties, and/or (iv) fraud committed or fraudulent misrepresentation made by you.


17. LAWS AND JURISDICTION

This Agreement shall be governed by, and construed in accordance with, the English law. Any dispute or claim arising out of, or in connection with, this Agreement and its existence, validity or termination (including non-contractual disputes or claims) that cannot be resolved amicably between the parties shall be subject to the exclusive jurisdiction of the courts of England and Wales. Alternatively, as a consumer you may avail yourself of the Online Dispute Resolution platform made available by the European Commission in case there is a dispute or claim in connection with this Agreement that cannot be resolved amicably.


18. GENERAL PROVISIONS

18.1. Entire Agreement. This Agreement, including the Salt Edge Dashboard Privacy Policy, constitutes the entire agreement and understanding between you and Salt Edge with respect to access to and use of the Salt Edge Dashboard and Services and replaces all prior understandings, communications and agreements, whether oral or written, regarding the subject matter hereof.

18.2. Severability. If any provision of this Agreement is held to be illegal, invalid, void or unenforceable, in whole or in part, by any court of competent jurisdiction, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Such illegal, invalid, void or unenforceable term or provision or part thereof shall be deemed modified to the extent required to render it enforceable as to such jurisdiction, failing which, it shall be severed from this Agreement, which shall continue in full force and effect and be binding upon the parties hereto. The prohibition or unenforceability of a provision of this Agreement in any jurisdiction shall not invalidate such provision in any other jurisdiction.

18.3. Assignment. You cannot assign, sub-license or transfer any or all of your rights or obligations under this Agreement to any third party without Salt Edge’s prior written approval. However, Salt Edge in its sole discretion may assign or transfer this Agreement, in whole or in part, without your consent to a third party provided however that such assignment shall not affect your rights or our obligations to you under this Agreement.

18.4. Non-Waiver. No failure or delay on the part of either party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

18.5. Third Parties. A person who is not a party to this Agreement cannot enforce or enjoy the benefit of any term or provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

18.6. Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


19. COMPLAINTS AND ENQUIRIES

In case of any questions or complaints regarding this Agreement or the Services, please contact our customer support team at support@saltedge.com. We will endeavor to address any communications received from you timely and efficiently. If we fail to satisfactorily settle or resolve your complaint within eight (8) weeks of the date of its submission, you may be entitled to refer it to the Financial Ombudsman Service.