2.1 Licence: Subject to the terms of the Corporate Agreement and this EULA, we grant you a non-exclusive,non-transferable, revocable licence to access and use the Platform solely forthe business purposes of the Corporate, during the term identified in the Corporate Agreement.

2.2 Restrictions: Except as expressly permitted by this EULA or the Corporate Agreement, you must not:

(a) Attempt to or copy, modify,duplicate, create derivative works from, frame, mirror, republish, download,display, transmit, or distribute all or any portion of the Platform in any formor media or by any means;

(b) License, sub-license, sell,rent, lease, assign, or otherwise transfer rights in the Platform to any third party;

(c) Attempt to or de-compile,reverse compile, disassemble, jailbreak, reconstitute, reverse engineer or otherwise reduce to human-perceivable or machine-readable form all or any part of the Platform, except to the extent permitted by applicable law;

(d) Access or use the Platform inany unlawful manner, or in any way which might damage, disable, overburden, or impair any functionality of the Platform or to build or derive a product orservice which competes with the Platform;

(e) Bypass, disable or interfere with security-related features of the Platform;

(f) Upload or share informationor files that contain software or other material which are the intellectual property rights of any third party, or which are protected by rights of privacy or publicity of any third party without having received all necessary consents;

(g) Upload or share information or files that contain viruses, corrupted files, or any other software or programs that may interfere with or damage the operation of the Platform or anyother computer; or

(h) Use the Platform for any purpose other than as expressly permitted by the Corporate Agreement and this EULA.

3. User Obligations

3.1 You must comply with all applicable laws and regulationswhen using the Platform.

3.2 You will provide us with all necessary cooperation andaccess to information which we reasonably request to the extent required for us to provide the Platform and/or enforce the terms of this EULA.

3.3 You must keep your login credentials secure and must notdisclose them to any third party. You are responsible for all activities conducted under your account.

3.4 You must promptly notify us if you become aware of any unauthorised use of your account or any other security breach.

3.5 You are solely responsible for procuring, maintaining and securing your network connections and telecommunications links from yoursystems to our Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

3.6 You have sole responsibility for the legality,reliability, integrity, accuracy and quality of all Licensee Data (meaning anydata which you input on your behalf or on behalf of the organisation which youre present for the purpose of using or facilitating your use of the Platform).

3.7 You agree that we can use the Licensee Data for:

(a) the proper performance and provision of the Platform;

(b) the purposes set out in our Privacy Notice as described in Condition 11; and

(c) all other purposes relevant to the proper exercise of our rights and obligations under this EULA. 

4. Intellectual Property

All intellectual property rights in and to the Platform are,and shall remain, the property of Repayd or its licensors. No rights aregranted to you other than as expressly set out in this EULA.

5. Platform Usage and Availability

5.1  The Platform is made available on an ‘as is’basis.

5.2  All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, tothe fullest extent permitted by applicable law, excluded from this EULA.  

5.3  We have no liability or responsibility fordefects or faults which result from your use of the Services, Software orDocuments in breach of the terms of this EULA.

5.4  We may update and make changes to the Platform from time to time.

5.5 We do not guarantee that the Platform, or any content on it, will always be available, uninterrupted or error free and accepts no liability in this regard. We may suspend or withdraw or restrict the availability of all or any part of the Platform for business and operational reasons.

6. Liability

6.1 You agree that the Platform has not been developed or designed to meet or support any individual requirements you have.

6.2 We only supply the Platform for internal use by your business, and you agree not to use the Platform for any resale purposes or forprivate, domestic purposes.

6.3 You assume sole responsibility for results obtained fromthe use of the Platform.  

6.4 We shall not in any circumstances whatever be liable toyou, whether in contract, tort (including negligence), breach of statutoryduty, or otherwise, arising under or in connection with the EULA for:

(a) loss of profits, sales,business, or revenue;

(b) business interruption;

(c) loss of anticipated savings;

(d) wasted expenditure;

(e) loss or corruption of data orinformation;

(f) loss of business opportunity,goodwill or reputation,where any of the losses set outin Condition 6.4 (a) Condition 6.4 (f) are direct or indirect; or

(g) any special, indirect orconsequential loss, costs, damage, charges or expenses.

6.5 Other than the losses set out in Condition 6.4 (forwhich we are not liable), our maximum aggregate liability under or inconnection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the sum of £10. This maximum  cap does not apply to Condition 6.6.6.6 Nothing in this EULA shall limit or exclude ourliability for:

(a) death or personal injuryresulting from our negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot be excluded or limited by English law.

6.7 This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the Platform. Except as expresslystated in this EULA, there are no conditions, warranties, representations orother terms, express or implied, that are binding on us. Any condition,warranty, representation or other term concerning the supply of the Platformwhich might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

7. Term and Termination

7.1 This EULA will remain in effect while you have access to the Platform under the Corporate Agreement.

7.2 Your rights under this EULA will terminate immediately without notice if:

(a) the Corporate Agreementexpires or is terminated;

(b) your employment or engagementwith the Corporate ends;

(c) you breach any terms of this EULA.

7.3 Upon termination, you must cease all use of the Platform.

8. Communications

8.1 We may update the terms of this EULA at any time on notice to you. Your continued use of the Platform following the deemed receipt and service of our notice will constitute your acceptance to the terms of this EULA,as varied. If you do not wish to accept the terms of the EULA (as varied) you must immediately stop using and accessing the Platform on the deemed receiptand service of the notice.

8.2 If we have to contact you, we will do so by email or by pre-paid post or other next working day delivery service to the address youprovided where you registered to use the Services.

8.3 Any notice:

(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or at 9am on the second working day after after the date of posting of any letter; and

(b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or at 9am on the second working day after after the date of posting of any letter.

9. Events Outside Our Control

9.1 If our provision of the Platform is delayed by an event outside our control then we will contact you as soon as possible to let youknow and we will take reasonable steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event and our obligations shall be suspended and the time for performance of our obligations will be extended for the duration of the event outside of our control.  

10. Data Protection

10.1 You and we each agree to comply with all applicable data protection laws (specifically those in force in the United Kingdom whichrelate to the protection of personal data). If you provide us with any personal data, we will only use it in connection with the provision of the Platform or as otherwise set out in our www.repayd.com/privacy-policy.

11. General

11.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or ourobligations under this EULA.

11.2 You may only transfer your rights or your obligationsunder this EULA to another person if we agree in writing.

11.3 This EULA and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

11.4 You acknowledge that in entering into this EULA you do 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 this EULA or any document expressly referred to in it.

11.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement inthis EULA or any document expressly referred to in it.

11.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

11.7 A delay or failure to exercise, or the single orpartial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.8 Each of the conditions of this EULA operatesseparately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

11.9 This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.