MONET | Terms & Conditions

Monet Money Limited and it’s group of companies (Monet) is the Software as a Service (SaaS) provider of a fintech layer for agencies and platforms, offering financial and non-financial products to B2B customers.

The SAAS terms and conditions below are the general terms and conditions (as amended or replaced from time to time) which apply to the Customer’s use of the Monet software and related services available through Monet’s Platform.

By ticking the box ‘I accept’, the Customer agrees to follow and be bound by the terms and conditions below, whether in connection with a paid or free subscription.

If you are an individual entering into these terms on behalf of an Organisation, you represent that you have authority to bind such Organisation to the terms and conditions. If you do not have authority, then you will not be able to use the Platform.

The customer's attention is drawn in particular to the provisions of clause 12 (limitation on liability).

1. Agreed terms

1.1. The following definitions and rules of interpretation in this clause apply in this Agreement.

1. Agreement: the agreement between Monet Money Limited and the Customer, for the provision of the Services in accordance with these Terms and Conditions.

2. Applicable Data Protection Laws: means:

2a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
2b. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Monet is subject, which relates to the protection of personal data as covered in Schedule 1.

3. Authorised Users: those individual end users who are authorised by the Customer to use the Services (such as a business director, supplier or partner), as further described in clause 2.2(d).

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

5. Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

6. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.

7. Customer: means the organisation purchasing the User Subscriptions in accordance with clause 8.1.

8. Customer Personal Data: any personal data which Monet processes in connection with the Agreement, in the capacity of a processor on behalf of the Customer, as more particularly described in clause 4.6.

9. Customer Commercial Data: Any commercial and corporate data which Monet processes in connection with the Agreement, in the capacity of a processor on behalf of the Customer, as more particularly described in clause 4.6.

10. EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

11. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

12. Monet: means Monet Money Limited.

13. Monet Personal Data: any personal data which Monet processes in connection with the Agreement, in the capacity of a controller.

14. Normal Business Hours: 9.00am to 5.00pm local UK time, each Business Day.

15. Registration Date: the date on which the Customer registers an account on the Software.

16. Organisation: means an incorporated legal entity business, firm or sole trader.

17. Platform: Monet’s platform at https://monet.money/.

18. Services: the subscription services provided by Monet to the Customer under the Agreement via the Software, as more particularly described on the Platform.

19. Software: the online software application, accessible via .monet.money or any other address notified by Monet to the Customer from time to time, provided by Monet to the Customer as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to Monet (if any) for the User Subscriptions, as agreed between Monet and the Customer set out in the order process for each product Monet provides to the customer.
Subscription Term: has the meaning given in clause 13.1.

20. Support Services Policy: Monet’s policy for providing support in relation to the Services as notified to the Customer from time to time, and as amended by Monet (at its absolute discretion) from time to time.

21. Terms and Conditions: means these terms and conditions.

22. User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle the Customer and Authorised Users to access and use the Services in accordance with this agreement.

23. UK GDPR: has the meaning given to it in the Data Protection Act 2018.

24. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

25. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2. Clause and paragraph headings shall not affect the interpretation of the Agreement.

1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

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

1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement.

1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Agreement under that statute or statutory provision.

1.9. A reference to writing or written includes faxes but not e-mail.

1.10. References to clauses are to the clauses of these Terms and Conditions.

2. User subscriptions

2.1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement, Monet hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Customer and its Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.

2.2. In relation to Authorised Users of the Customer the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
(c) each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than once every 3 months, and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Monet within 5 Business Days of Monet’s written request at any time or times;
(e) it shall permit Monet or its designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with the Agreement. Each such audit may be conducted no more than once per quarter, at Monet’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Monet’s other rights, the Customer shall promptly disable such passwords and Monet shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to Monet, then without prejudice to Monet’s other rights, the Customer shall pay to Monet an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

2.3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;

and Monet reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.4. The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services;
(c) use the Services to provide services to third parties; or
(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining access to the Services, other than as provided under this clause 2; or
(f) introduce or permit the introduction of any Virus or Vulnerability into Monet’s network and information systems.

2.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, and, in the event of any such unauthorised access or use, promptly notify Monet.

2.6. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1. Monet shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of the Agreement

3.2. Monet shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) unscheduled maintenance performed outside Normal Business Hours, provided that Monet has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

3.3. Monet will, as part of the Services and at no additional cost to the Customer, provide the Customer with Monet’s standard customer support services during Normal Business Hours in accordance with Monet’s support services policy in effect at the time that the Services are provided. Monet may amend its support services policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately (if available) at Monet’s then current rates.

4. Data protection

4.1. For the purposes of this clause 4, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing, shall have the meaning given to them in the UK GDPR.

4.2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

4.3. The parties have determined that, for the purposes of Applicable Data Protection Laws:

(a) Monet shall act as controller of Monet Personal Data; and
(b) Monet shall process the Customer Personal Data as a processor on behalf of the Customer.
(c) Monet shall process the Customer Commercial Data as processor on behalf of the Customer and any of the relevant Customer Third Parties

4.4. Should the determination in clause 4.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 4.

4.5. Monet’s privacy policy

Without prejudice to the generality of clause 4.2, Monet shall process all Monet Personal Data strictly in accordance with its privacy policy, available at: https://monet.money/privacy-policy/.

4.6. Customer Personal Data

In relation to the Customer Personal Data, the scope, nature and purpose of processing by Monet, the duration of the processing and the types of personal data and categories of data subject are:

Scope of processing: To enable the Customer to access the Services.
Nature of processing: Storing, analysing, transferring, copying, deleting.
Purpose of processing: To enable Monet to deliver the Services.
Duration of processing: Personal data shall be processed throughout the Subscription Term.
Types of personal data: Full name, date of birth, address, gender identity (for insurance purposes), business directorships, credit history, client details, legal agreements, proof of work materials and operational activities.
Categories of Data Subject: The Customer and Authorised Users of the Customer.

4.7. Without prejudice to the generality of clause 4.2, Monet shall, in relation to Customer Personal Data:

(a) process that Customer Personal Data only on the documented instructions of the Customer (which for the avoidance of doubt are set out in clause 4.6),unless Monet is required by Applicable Data Protection Laws to otherwise process that Customer Personal Data. Where Monet is relying on Applicable Data Protection Laws as the basis for processing Customer Processor Data, Monet shall promptly notify the Customer of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit Monet from so notifying the Customer on important grounds of public interest. Monet shall immediately inform the Customer if, in the opinion of Monet, the instructions of the Customer infringe Applicable Data Protection Legislation;
(b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against its accidental loss, damage or destruction;
(c) ensure, and procure, that any personnel engaged and authorised by Monet to process Customer Personal Data keep the Customer Personal Data confidential;
(b) promptly assist the Customer in responding to any request from a data subject and in ensuring compliance with the Customer's obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Commissioner, supervisory authorities or other regulators and, in particular, Monet shall promptly notify the Customer if it receives any complaint, notice or communication (whether from the Commissioner, any data subject, supervisory authority or other third party) which relates to processing of Customer Personal Data;
(e) notify the Customer without undue delay after becoming aware of a personal data breach;
(f) at the written direction of the Customer, delete or return to the Customer all Customer Personal Data on termination or expiry of the agreement, and certify to the Customer in writing it has done so, unless Monet is required by Applicable Data Protection Laws to continue to process that Customer Personal Data, in which case Monet shall promptly notify the Customer, in writing, of what that Applicable Data Protection Laws is and shall only be permitted to process that Customer Personal Data for the specific purpose so-notified, and all other requirements set out in this clause 4 shall continue to apply to such Customer Personal Data notwithstanding the termination or expiry of this agreement for as long as such Customer Personal Data is processed by Monet. For the purposes of this clause 4.7(f), the obligation to "delete" data includes the obligation to delete data from back-up systems as well as live systems; and
(g) maintain adequate records, and, on the Customer's request, make available such information as the Customer may reasonably request, and allow for and submit its premises and operations to audits, including inspections, by the Customer or the Customer's designated auditor, to demonstrate its compliance with Applicable Data Protection Laws and this clause 4.

4.8. The parties acknowledge and the Customer agrees that the Customer Personal Data may be transferred or stored outside of the UK or the country where the Customer is located in order to carry out the Services. Where any Customer Personal Data is transferred outside of the UK, Monet shall ensure that the following conditions are fulfilled: (i) the Customer or Monet has provided appropriate safeguards in relation to the transfer; the data subject has enforceable rights and effective legal remedies; Monet complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred and Monet complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Customer Personal Data.

4.9. The Customer consents to Monet appointing the following data processors as third party processors of the Customer Personal Data under this agreement:

(a) ComplyAdvantage (IVXS UK Limited trading as ComplyAdvantage)
(b) Vespia OU
(c) Forward AI, Inc.
(b) Amazon Web Services
(e) Wiserfunding Limited

Monet confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially on that third party's standard terms of business and in either case which Monet confirms reflect and will continue to reflect the requirements of the UK GDPR. As between the Customer and Monet, Monet shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.9. Monet shall not give access to or transfer any personal data to any additional third party without the prior written consent of the Customer, such consent not to unreasonably withheld.

4.10. Either party may, at any time on not less than 30 days' notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

4.11. The Customer hereby indemnifies, and shall keep indemnified, Monet from and against any and all costs, damages and expenses of any kind arising from any claim or demand brought by any person, data subject, Commissioner or supervisory authority as a result of any breach or alleged breach by the Customer of any Applicable Data Protection Law or its obligations under this clause 4. This indemnity shall not be subject to any limits or exclusions of liability that may otherwise apply, or be imposed, under this agreement.

5. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Monet makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Monet. Monet recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Monet does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. Monet’s obligations

6.1. Monet undertakes that the Services will be performed with reasonable skill and care.

6.2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Monet’s instructions, or modification or alteration of the Services by any party other than Monet or Monet’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Monet will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.3. Monet:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
(i) the Customer's use of the Services will be uninterrupted or error-free;
(ii) the Services, and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
(iii) the Software or the Services will be free from Vulnerabilities or Viruses; or
(iv) the Software or the Services will comply with any Heightened Cybersecurity Requirements;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.4. The Agreement shall not prevent Monet from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

6.5. Monet warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

7. Customer's obligations

7.1. The customer shall:

(a) provide Monet with:
(i) all necessary co-operation in relation to the Agreement; and
(ii) all necessary access to such information and documentation as may be required by Monet;
in order to provide the Services, including but not limited to any necessary Customer Personal Data, Monet Personal Data, security access information and configuration services;
(b) without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
(c) carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Monet may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of the Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Monet, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Monet from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Monet’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

7.2. The Customer acknowledges and agrees that:

(a) Monet may publish the Customer's name in a list of Monet customers, on its website, or otherwise; and
(b) Monet may refer to the Customer, orally or in writing, as a customer of the Services for promotional and marketing purposes.

8. Charges and payment

8.1. The Customer shall pay the Subscription Fees to Monet for the User Subscriptions in accordance with this clause 8 as agreed during the order process.

8.2. If Monet does not receive any amount due by the Customer, and without prejudice to any other rights and remedies of Monet:

(a) Monet may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Monet shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.3. All amounts and fees stated or referred to in the Agreement:

(a) shall be payable in pounds sterling;
(b) are, subject to clause 12.4(b), non-cancellable and non-refundable; and
(c) are exclusive of value added tax, which shall be added to Monet’s invoice(s) at the appropriate rate.

9. Proprietary rights

9.1. The Customer acknowledges and agrees that Monet and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

9.2. Monet confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

10. Confidentiality

10.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2. Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.

10.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

10.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Monet’s Confidential Information.

10.6. The Customer shall not make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of Monet, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.7. The above provisions of this clause 10 shall survive termination of the Agreement, however arising.

11. Indemnity

The Customer shall defend, indemnify and hold harmless Monet against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.

12. Limitation of liability

12.1. This clause 12 sets out the entire financial liability of Monet (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer, and its Authorised Users:

(a) arising under or in connection with the Agreement;
(b) in respect of any use made by the Customer or its Authorised Users of the Services or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

12.2. Except as expressly and specifically provided in the Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Monet shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Monet by the Customer in connection with the Services, or any actions taken by Monet at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
(c) the Services are provided to the Customer on an "as is" basis.

12.3. Nothing in the Agreement excludes the liability of Monet:

(a) for death or personal injury caused by Monet’s negligence; or
(b) for fraud or fraudulent misrepresentation.

12.4. Subject to clause 12.1 and clause 12.3:

(a) Monet shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
(b) Monet’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

13. Term and termination

13.1. The Agreement shall, unless otherwise terminated as provided herein, commence on the Registration Date and continue in force until terminated immediately by either party by giving notice to the either party.

13.2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.3. On termination of the Agreement for any reason:

(a) all licences granted under the Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
(b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. Force majeure

Monet shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Monet or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15. Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Waiver

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall 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 such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17. Rights and remedies

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

18.1. If any provision or part-provision of the Agreement 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 the Agreement.

18.2. If any provision or part-provision of the Agreement is deemed deleted under clause 18.1 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.

19. Entire agreement

19.1. The Agreement and the Factoring Terms and Conditions (where applicable for the purposes of Monet providing services to the Customer) constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

19.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

19.4. Nothing in this clause shall limit or exclude any liability for fraud.

20. Assignment

20.1. The Customer shall not, without the prior written consent of Monet, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

20.2. Monet may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

21. No partnership or agency

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Third party rights

The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

23. Notices

(a) Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address; or
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Governing law

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

24. Jurisdiction

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

Schedule 1

Data Processing Agreement

This Data Processing Agreement (“ DPA Agreement“) forms part of the Software As A Service Terms and Conditions of Service (“Principal Agreement“) between the Customer (the “Company”) and MONET (the “Data Processor”) (together as the “Parties”)
WHEREAS
(A) The Company acts as a Data Controller. (B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor. (C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with 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). (D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

‍1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3 “Contracted Processor” means a Subprocessor;
1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 “EEA” means the European Economic Area;
1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9 “Services” means the services the Company provides.
1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the DPA Agreement.

1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

‍2. Processing of Company Personal Data
2.1 Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions.
2.2 The Company instructs Processor to process Company Personal Data.

‍3. Processor Personnel
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

‍4. Security
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

‍5. Subprocessing
5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.

‍6. Data Subject Rights
6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:
6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

‍7. Personal Data Breach
7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach. 8. Data Protection Impact Assessment and Prior Consultation Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

‍9. Deletion or return of Company Personal Data
9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.

‍10. Audit rights
10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

‍11. Data Transfer
11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

‍12. General Terms
12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain. 12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

‍13. Governing Law and Jurisdiction
13.1 This DPA Agreement is governed by the laws of England and Wales.
13.2 Any dispute arising in connection with this DPA Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales.
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THIS DPA AGREEMENT is bound by ticking the “I accept” box applicable to the Principle Terms of Service Agreement.