Seapoint Customer Agreement
Last updated: 26 November 2025
1. About Seapoint and contact information
1.1 Our details.
- Seapoint Finance UK Limited (company number 16138873) is a company registered in England and Wales with registered address at 1st Floor 8 Bridle Close, Kingston Upon Thames, London, United Kingdom, KT1 2JW. ("Seapoint UK"). Seapoint UK operates the website seapoint.co.
- Seapoint Finance UK Investments Limited (company number 16419896) is a company registered in England and Wales with registered address at 1st Floor 8 Bridle Close, Kingston Upon Thames, London, United Kingdom, KT1 2JW ("Seapoint Investments")
1.2 In this Agreement, the reference to "Seapoint", "we", "our" or "us" means Seapoint UK and/or Seapoint Investments**,** as applicable in the context of its use in this Agreement.
1.3 Seapoint UK is a distributor of emoney for Modulr FS Limited ("Modulr"). Seapoint UK is not providing you with any payment or regulated services on behalf of Modulr. The emoney account is provided by Modulr to you, a company regulated by the UK Financial Conduct Authority for the issuance of electronic money (FRN 900573). The Modulr terms and conditions as provided in Annex 1 shall apply to your access and use of your emoney account.
1.4 Seapoint UK has been appointed an agent of Yapily Connect Limited ("Yapily"), an account information service & payment initiation service provider regulated by the UK Financial Conduct Authority (ref number 827001). Seapoint UK is providing the Account Information Service to you as an agent of Yapily. The Yapily terms and conditions shall apply to your use of the Account Information Service.
1.5 Seapoint Investments is an appointed representative (Firm Reference Number: 1039246) of WealthKernel Limited ("WealthKernel"). WealthKernel Limited is authorised and regulated by the Financial Conduct Authority with Firm Reference Number: 723719. The Treasury Service is provided by Seapoint Investments as an appointed representative of WealthKernel. The Treasury Service Terms and the WealthKernel terms and conditions as provided in Annex 1 shall apply to your access and/or use of the Treasury Service.
1.6 Contacting us. To contact us, you can use the methods set out on this page seapoint.co/contact-us. How to give us formal notice of any matter under the Agreement is set out in clause 20.2.
1.7 How we will contact you. We will contact you using the contact details you provided when you registered for the Services or such other contact details that you provide to us. It is your responsibility to keep these up to date. By using our Services you agree to receive electronic communications from us. If we have reasonable concerns about the security of your Seapoint Profile, or any suspected or actual fraudulent use of your Seapoint Profile, we will contact you via telephone, email, or both (unless contacting you would be unlawful or compromise our reasonable security measures).
2. Our Agreement with you
2.1 Our Agreement. The Agreement applies to the access and/or use of the Services by you ("Customer" or "you"). The Agreement is made up of:
(a) the Application Form;
(b) each Pricing Schedule;
(c) Product Specific Terms (as applicable); and
(d) these terms and conditions.
If there is any conflict or ambiguity between the terms of the documents listed above, a term contained in a document higher in the list has priority over one contained in a document lower in the list.
The Agreement apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Additional Documents. The following additional documents ("Additional Documents") will also apply to your use of the Services and should be read together with this Agreement:
a) Third Party Terms
b) Acceptable Use Policy
c) Privacy Policy
d) Cookie Policy
e) FAQs
f) Product Documentation
For the avoidance of doubt, the above documents do not form part of the Agreement.
2.3 Corporate opt-out. You acknowledge and agree that you are not a Consumer, Micro-enterprise or a Charity. You agree that none of the following regulations of the Payment Services Regulations 2017 ('PSRs') will apply to this Agreement:
a) Part 6 of the PSRs (Information Requirements for Payment Services): regulations 40 to 62 inclusive; and
b) the following regulations of Part 7 of the PSRs: 66(1) (charges), 67(3) and (4) (withdrawal of consent), 75 (evidence on authentication and execution), 77 (payer or payee's liability for unauthorised transactions), 79 (refunds for direct debits), 80 (requests for direct debit refunds), 83 (revocation of a payment order), 91 (defective execution of payer-initiated transactions), 92 (defective execution of payee-initiated transactions) and 94 (liability for charges and interest).
2.4 Your copy. You should print off a copy of this Agreement or save it to your computer for future reference. You can always see the most current version of the Agreement on our website. If we need to send you information in a form you can keep at any time, we will either send you an email or provide information on our website or via the Seapoint Platform that you can download. Please keep copies of all communications we send to you.
2.5 Capitalised terms that are not otherwise defined in this Agreement have the meanings given in clause 22.1.
3. Changes to the Agreement and/or Services
3.1 We may change the Agreement by giving you thirty (30) days' prior written notice. We will consider that you have accepted the proposed changes if you do not terminate the Agreement by giving us written notice during the notice period.
3.2 We may also make changes to the Agreement immediately, without prior notice, if they:
a) reflect changes to law or regulation;
b) are changes that will either benefit you or will not negatively affect your rights and obligations under this Agreement;
c) reflect changes to the structure of our business or the Seapoint Group;
d) correct errors, omissions, inaccuracies or ambiguities;
e) make sure we follow standard practices in our industry that improve customer protections;
f) reflect changes to our agreements with our third-party service providers;
g) reflect legitimate internal cost increases or reductions that we pay when providing a particular Service; or
h) relate to the addition of a new service or extra functionality of the Services.
3.3 If you disagree with any changes. If you do not agree with any change to this Agreement, you can stop using the Services and end this Agreement in accordance with clause 17.4.
3.4 Service updates. We may change or update the Services from time to time. We may need to do this to facilitate the continued and proper operation of the Services, make improvements to the Services or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Services until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate this Agreement, by giving you 30 days' prior written notice.
4. Customer due diligence
4.1 In accordance with Applicable Law, we will carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant), and any person involved in your transactions. You must comply promptly with all requests for information that we make for the purpose of meeting our operational and legal requirements. You must provide us with complete, accurate, and up to date information at all times. You acknowledge that we may not provide you with any Services until we have received all the information we require. We will not be responsible for any Loss arising out of your failure to do so.
4.2 You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us, including checking commercial databases or credit reports.
4.3 Sharing relevant information. The Customer hereby authorises Seapoint to share or submit CDD Information, or any other relevant information received from the Customer to the relevant Authorities and/or Service Providers to obtain permission for providing the Services to the Customer, or for any ongoing monitoring related purpose.
5. The Services
5.1 Your Seapoint Profile. In order to use the Services, you must provide the necessary information as prompted through the Seapoint Platform to register and create your Seapoint Profile.
5.2 Authorised Users. You may appoint an 'Authorised User' (for example, any of your directors, officers, employees or professional advisors) to act on your behalf in connection with your Seapoint Profile. You must set up each Authorised User on the Seapoint Platform and promptly provide us with any contact or identification information of the Authorised User that we may require.
5.3 You agree that:
a) your Authorised Users have the authority to provide instructions to us in connection with the Services;
b) we may rely on instructions given by the Authorised User, and you will be bound by the actions of your Authorised Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorised User;
c) we may refuse access to your Authorised User(s) if we are concerned about unauthorised or fraudulent access; and
d) you will promptly report to us of any infringements or unauthorised access to the Services.
5.4 You confirm you are acting on your own account, not on behalf of any other person or legal entity. If you are entering into this Agreement as trustee of a trust, you must disclose that to us. We will deem any activities on your Seapoint Profile to have been carried out by you.
5.5 Keeping your Seapoint Profile safe. In order to use the Seapoint Platform, you (or your Authorised User) must log in using the unique password and any multiple-factor authentication. We may require your Authorised User to authenticate that they are the Authorised User when logging in to the Seapoint Platform, or for certain transactions made via the Seapoint Platform. You must store all log-in information and passwords to access the Seapoint Platform safely and securely at all times and only allow Authorised Users to access the Services.
5.6 You must contact us immediately and change your password if you suspect your Seapoint Profile, access to the Seapoint Platform, or other security credentials are stolen, lost, used without your authorisation or otherwise compromised. Any undue delay in notifying us may affect the security of your Seapoint Profile or access to the Seapoint Platform and result in you being responsible for financial losses.
5.7 Emoney account. You agree and acknowledge that:
a) the emoney account within your Seapoint Profile is provided by Modulr. Any services in connection with Modulr's emoney account is provided by Modulr.
b) your Modulr emoney account is connected to the Seapoint Platform. Seapoint UK is providing you with access to the Modulr emoney account via the Seapoint Platform.
c) your access, use and/or any transactions carried out in respect of the Modulr emoney account is subject to Modulr's terms and conditions, which you may access via the link provided in Annex 1.
d) Seapoint UK may send or issue instructions to Modulr on your behalf in connection with your emoney account, in accordance with terms of this Agreement.
5.8 Account Information Service.
(a) Seapoint UK will provide Account Information Service to you as an agent of Yapily.
(b) In order to connect your account to the Seapoint Platform:
(i) we will redirect you to Yapily's webpage.
(ii) on the Yapily webpage, you will be required to review and agree to Yapilyʼs terms and conditions and privacy policy.
(iii) Once agreed, you will be directed to your bank's or financial services provider's login page to authenticate and verify your consent to share financial data with Yapily.
(iv) Upon successful account linking, your account balance and transaction history will be retrieved through an API connection to Yapily and displayed on the Seapoint Platform.
(c) Any account linked with the Seapoint Platform will be kept linked for 90 days. After this period, we will ask you to re-confirm the access.
(d) Any account linked can be disconnected within the Seapoint Platform.
6. Customer's obligations
6.1 You shall:
(a) ensure that all the information you provide to us is complete and accurate;
(b) cooperate with us in all matters relating to the Services;
(c) provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) comply with all Applicable Laws, any applicable Network Rules, this Agreement and any applicable Additional Documents; and
(e) notify us in writing before you make any change to the nature of the goods and/or services you supply which fall within your business as identified to us.
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 17;
(b) we will not be responsible for any Losses you sustain or incur arising directly or indirectly from our failure or delay to provide the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6.3 Audit. If we give you at least 5 Business Days' written notice, we (or our Representatives, any Service Provider or relevant Authority) may during Business Hours inspect, audit and take copies of relevant records, and other documents as necessary, to verify your compliance with this Agreement.
7. Fees
7.1 In consideration for the Services, you must pay our fees as set out in each Pricing Schedule (Fees) in accordance with this clause 7.
7.2 Our Fees may change from time to time in accordance with clause 3.
7.3 Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.
8. How to pay
8.1 Payment for the Services is by direct debit. Your designated bank account will be charged automatically each month.
8.2 Except for Treasury Service, we will issue you with an electronic invoice monthly after the end of each month. You can access and/or download the invoice by logging into your Seapoint Profile. If you require an electronic invoice for the fees paid in respect of the Treasury Service, please contact us.
8.3 If you fail to make a payment under the Agreement by the due date, then, without limiting our remedies under clause 17, you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.3 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.4 You must pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.5 We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off.
8.6 Despite clause 8.1, fees for the Treasury Service will be deducted from the yield generated on your investment on a monthly basis. You agree that we may submit instructions to WealthKernel to effect payment of such fees from your investment yield.
9. Complaints
9.1 If a problem arises or you are dissatisfied with the Services, please get in touch with us by following our complaints procedure.
10. Intellectual property rights
10.1 Seapoint and its licensors shall retain ownership of all Intellectual Property Rights in the Services, Seapoint Platform, Seapoint API, Product Documentation (together "Seapoint Materials") excluding any Customer Materials contained within them.
10.2 Seapoint grants to the Customer a non-exclusive, royalty-free, non-transferable licence during the Term to use the Seapoint Materials (excluding the Customer Materials) for the purpose of receiving and using the Services in its business. The Customer shall not sub-license the rights granted in clause 10.2 without Seapoint's prior written consent**.**
10.3 The Customer does not have any right to the Seapoint Materials other than the right to use them in accordance with the licence granted in clause 10.2. Except as allowed by law or by Seapoint, the Customer cannot use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of the Seapoint Materials. The Customer will not allow any unauthorised person to access or use the Seapoint Materials. The Customer also cannot reverse engineer, decompile, disassemble or attempt to extract the source code of the Seapoint Materials.
10.4 The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials. The Customer grants Seapoint a non-exclusive, royalty-free, transferable licence to use, copy and modify the Customer Materials during the Term (i) for the purpose of providing the Services to the Customer; and/or (ii) in accordance with the terms of this Agreement. Seapoint may grant sublicences of the Customer Materials to its subcontractors, Service Providers and other suppliers where necessary for the provision of the Services or complying with this Agreement.
10.5 If there is any claim that the supply, receipt or use of the Services infringes the Intellectual Property Rights of any third party (Supplier IPR Claim), Seapoint may, at its expense:
(a) procure for the Customer the right to continue to use the Services, or relevant part of the Services, in accordance with the terms of this Agreement;
(b) modify or replace the Services with non-infringing versions, provided that the modified or replaced versions are at least equivalent in terms of functionality, quality and performance as the original versions; or
(c) if clause 10.5(a) and clause 10.5(b) are not reasonably practicable, terminate the Customer's right to use the Services affected by the Supplier IPR Claim with immediate effect by notice in writing to the Customer and provide a pro-rata refund of any prepaid fees by the Customer as at the date of termination in respect of the affected Services.
10.6 Clause 10.5 is the Customer's exclusive remedy and the Supplier's only liability with respect to infringement of a third party's Intellectual Property Rights.
10.7 Seapoint shall not be liable for any Supplier IPR Claim to the extent that the actual or alleged infringement arises from:
(a) the use of Customer Materials in the development of, or the inclusion of Customer Materials in, any Services;
(b) any changes made to the Services without Seapoint's prior written consent;
(c) compliance with the Customer's instructions in connection with the Services;
(d) the use of the Services in combination with any other materials not supplied or approved in writing by Seapoint; or
(e) the use of the Services for a purpose or in a manner not authorised in writing by Seapoint or the failure of the Customer to adhere to Seapoint's instructions for the use of the Services.
10.8 The Customer:
(a) warrants that the supply, receipt and use of the Customer Materials in the performance of this Agreement by Seapoint and its Affiliates shall not infringe the Intellectual Property Rights of any third party; and
(b) shall indemnify Seapoint and its Affiliates against all Losses incurred by Seapoint and its Affiliates as a result of any claim that the supply, receipt or use of the Customer Materials infringes the Intellectual Property Rights of any third party.
10.9 If a third party brings a claim against either Party or any of its Affiliates (each a Party A) or notifies Party A of its intention to do so, and that claim may reasonably be considered likely to give rise to a liability under this clause 10 (Claim), Party A shall:
(a) as soon as reasonably practicable, notify the other Party (Party B) of the Claim, specifying the nature of the Claim in reasonable detail;
(b) allow Party B, at the Party B's cost, to conduct all negotiations and proceedings in relation to the Claim and to settle or compromise the Claim;
(c) not make any admission of liability, settlement or compromise in relation to the Claim without the prior written consent of Party B (that consent not to be unreasonably conditioned, withheld or delayed); and
(d) provide Party B, at Party B's cost, with reasonable information, assistance and co-operation in responding to and defending Claim.
10.10 Each Party's liability under this clause 10 will be reduced to the extent that any Losses are caused by the failure of the other Party to comply with clause 10.9.
10.11 Marketing. You agree that we may include and use your company name, logos, trade name, trademarks and general business information in our promotional and marketing materials for the Services and on our website. You may at any time and upon reasonable notice request in writing that we stop using your company name, logos, trade name, trademarks and general business information for these purposes.
10.12 Seapoint Marks. All Seapoint Marks owned or used by Seapoint in the course of its business are the property of Seapoint. Seapoint reserves all Intellectual Property Rights in relation to the use of the Seapoint Marks. You may not use the Seapoint Marks or any similar marks without the prior written consent of Seapoint.
11. Data protection
11.1 For the purposes of this clause 11, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing shall have the meaning given to them in Data Protection Legislation.
11.2 Each party shall comply with all Data Protection Legislation in its processing of personal data under or in connection with this Agreement. This clause 11 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under Data Protection Legislation.
11.3 The Parties have determined that for the purposes of Data Protection Legislation, Seapoint and the Customer shall act as independent controllers in respect of the Shared Personal Data.
11.4 Without prejudice to clause 11.2, the Customer shall ensure that it has all necessary consents and notices in place to enable the Shared Personal Data to lawfully transferred to or collected by Seapoint, and further processed by Seapoint, in connection with the performance of this Agreement.
11.5 Particular obligations relating to data sharing. Each party shall:
(a) process the Shared Personal Data only for the Agreed Purposes;
(b) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(c) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
(d) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(e) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
11.6 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each Party shall:
(a) promptly inform the other Party about the receipt of any data subject rights request;
(b) provide the other Party with reasonable assistance in complying with any data subject rights request;
(c) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other Party wherever possible;
(d) assist the other Party, at the cost of the other Party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
(e) notify the other Party promptly (and in any event within 24 hours) if it becomes aware of a personal data breach that is directly relevant to the other Party.
(f) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the Shared Personal Data;
(g) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11; and
(i) provide the other Party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation.
12. Customer Materials
12.1 You hereby authorise we may use, share and release the Customer Materials:
(a) for the purpose of fulfilling our obligations under this Agreement or in connection with the provision of the Services.
(b) to assess financial and insurance risks;
(c) in connection with the enforcement of this Agreement;
(d) to recover debt or in relation to your insolvency;
(e) to maintain and develop customer relationships, our services and systems; and
(f) to prevent and detect fraud or crime.
12.2 You agree that we may use and/or disclose your Confidential Information and/or Customer Materials for preparing and furnishing compilations, analyses, and other reports of aggregated information and anonymised information, PROVIDED THAT in each case such compilations, analyses or other reports do not identify (i) you (other than where Seapoint prepares the compilation, analysis or other report either for and to you or on your behalf) or (ii) any person whose transactions were the subject of or involved in the preparation of any such compilation, analysis or other report.
13. Limitation of liability
13.1 Nothing in the Agreement limits:
(a) any liability for death or personal injury caused by negligence;
(b) any liability for fraud or fraudulent misrepresentation;
(c) any liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) your indemnity obligations under this Agreement;
(e) your liability under clause 10 (Intellectual Property rights), clause 11 (Data protection), clause 14 (Indemnity), clause 15 (Confidentiality), 18 (Anti-bribery and anti-corruption);
(f) your obligation to pay any Fees under this Agreement; and
(g) any liability which cannot legally be limited.
13.2 Subject to clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
13.3 Exclusions. We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under this Agreement if and to the extent such failure is due to:
(a) your breach of this Agreement;
(b) us taking steps to comply with any relevant requirement under any Applicable Laws, Network Rules or any Authority;
(c) any cessation or interruption of any part of the Services which are due to any act or omission of a third party (e.g. a Service Provider or payment network);
(d) a suspension of Services by us under clause 17; or
(e) circumstances beyond our reasonable control.
13.4 Additional disclaimers.
(a) We shall not be liable for (a) the accuracy or reliability of any data you send to us; (b) our interpretation of that data; or (c) the consequences or accuracy of our interpretation of that data or any subsequent interpretation or risk assessment you undertake in relation to that data.
(b) The data made available via your Seapoint Profile is supplied to you on an "as is" basis for your information only and is not intended to be relied upon by you for any purpose whatsoever.
(c) we do not warrant that the data made available via your Seapoint Profile is accurate, sufficient, up-to-date, reliable or error-free at the time it is accessed.
(d) The electronic transmission of data, including transmission via the internet cannot be guaranteed to be secure or error-free. There is always a possibility that data sent by electronic means could be intercepted by a third party, corrupted, lost, destroyed, delayed or otherwise adversely affected. As a result, we shall not be liable to any party in respect of any error or omission arising from or in connection with the electronic transmission of information to you or your reliance on such data. This includes but is not limited to acts or omissions of your and/or our internet service providers. This exclusion of liability shall not apply in the event of any proven criminal, dishonest or fraudulent acts on our part.
13.5 Subject to clause 13.1, 13.2, 13.3 and 13.4, the total liability of Seapoint UK and Seapoint Investments to you in relation to all claims arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fees paid by you to Seapoint during the 12 month period prior to the date the liability first arose.
13.6 You agree, represent and warrant that Seapoint UK and Seapoint Investment shall be only severally liable in respect of its own obligations under this Agreement.
13.7 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.8 This clause 13 will survive termination of the Agreement.
14. Indemnity
14.1 You agree to indemnify us against all Losses incurred or suffered by us in connection with or as a result of:
(a) your breach of this Agreement, any applicable Additional Documents, failure to comply with Applicable Law or Network Rules, or your use or misuse of the Services;
(b) your breach of any Third Party Terms, your use or misuse of any services provided by a Service Provider;
(c) Seapoint acting on any instructions which we reasonably believe to have been made by you or your Authorised User;
(d) the enforcement or attempted enforcement of this Agreement; and
(e) any reasonable steps taken in the protection of our interests in connection with any allegation of fraud made in relation to you or your business.
15. Confidentiality
15.1 Each party shall keep the other Party's Confidential Information secret and confidential and shall:
(a) not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); and
(b) not disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement.
15.2 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this agreement,
and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 15.
15.3 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 (including, without limitation, any relevant securities exchange 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 the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.3, it takes into account the reasonable requests of the other Party in relation to the content of the disclosure.
15.4 On termination or expiry of this Agreement, each Party shall:
(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information;
(b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) certify in writing to the other Party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.
15.5 This clause 15 shall continue to apply after termination or expiry of this Agreement.
16. Representations and warranties
16.1 Mutual representations and warranties. Each party warrants, represents and undertakes that:
(a) it has full capacity and authority to enter into and to perform this Agreement;
(b) there are no actions, suits or proceedings or regulatory investigations pending or, to that Party's knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Agreement; and
(c) this Agreement constitutes its legal, valid and binding obligations.
16.2 Seapoint representations and warranties. Seapoint warrants, represents and undertakes that:
(a) the Services will be provided in accordance with Applicable Law and generally accepted industry standards; and
(b) it will use reasonable commercial efforts to provide the Services.
16.3 Disclaimers.
(a) Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement) are excluded to the fullest extent permitted by law.
(b) We do not make any commitments about the content or data within the Seapoint Platform, the specific functions of the Seapoint Platform or its accuracy, reliability, availability or ability to meet your needs.
(c) We cannot guarantee that the Seapoint Platform will operate uninterrupted or error-free, that it will always be available, that the information it contains is current or up-to-date, that it will be free from bugs or viruses, or never be faulty. Occasionally we may have to interrupt your use of the Seapoint Platform. In such a case we will restore access as quickly as practicable.
16.4 Customer representations and warranties. Customer warrants, represents and undertakes that:
(a) this Agreement was accepted or executed by your duly authorised representative;
(b) it will comply with this Agreement, the Additional Documents and all Applicable Law regarding your use of the Services;
(c) that all information supplied to us is true, complete and accurate in all material respects and you will not omit or withhold any information which would render the information so supplied false, incomplete or inaccurate in any material respect.
(d) it will use the Services only for lawful purposes.
17. Term and termination
17.1 Term. This Agreement shall come into force on the Commencement Date and, unless the Agreement and/or any Service is otherwise terminated earlier in accordance with any provision of this Agreement, this Agreement and the Services shall continue thereafter until it is terminated in accordance 17.3 or 17.4.
17.2 Immediate termination/suspension. Without limiting any of our other rights, we may suspend the performance of the Services (in whole or in part), or terminate the Agreement (in whole or in part) with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Agreement on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(e) you undergo a change of control (control shall have the meaning given to it in s1124 of the Corporation Tax Act 2010) and we have not provided our prior written consent which shall not be unreasonably withheld.
(f) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
(g) we suspect criminal activity on your Seapoint Profile or your Seapoint Profile is being used fraudulently;
(h) we reasonably believe you are in breach of Applicable Law;
(i) we are legally required to do so, including by any relevant Authority;
(j) a Service Provider has suspended or terminated their services to you;
(k) a Service Provider has suspended its services to us or our agreement with the Service Provider is terminated.
(l) you are in breach of the Acceptable Use Policy; or
(m) you have given us false or inaccurate information, or we have been unable to verify any information you have provided.
17.3 Seapoint Termination. We may terminate the Agreement at any time by giving you 30 days prior written notice that we are closing your Profile and ending the provision of the Services.
17.4 Customer Termination. You can stop using any part of the Services or close your Seapoint Profile and stop using all Services and terminate the Agreement at any time, by giving us 30 days' prior written notice.
17.5 Consequences of termination.
(a) On termination or expiry of the Agreement:
(i) you must return all Seapoint Materials;
(ii) you will not be able to use the Services. All rights granted to you under this Agreement will end;
(iii) all of your payment obligations under this Agreement for Services provided through to the effective date of termination will immediately become due and payable;
(iv) each Party shall comply with clause 15.4.
(b) Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.
17.6 Survival. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
18. Anti-bribery and anti-corruption
18.1 Each Party (Notifying Party) shall during the Term:
(a) comply with the Relevant Requirements;
(b) establish, maintain and enforce its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements;
(c) notify the other Party (in writing) if it becomes aware of any breach of clause 18.1(a), or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of this Agreement;
(d) promptly notify the other Party (in writing) if a foreign public official becomes an officer or employee of the Notifying Party or acquires a direct or indirect interest in the Notifying Party. Each Party warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the Commencement Date;
18.2 Breach of this clause 18 shall be deemed a material breach.
18.3 For the purpose of this clause 18, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
19. Events outside our control
19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
19.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will resume the provision of the Services to you after the Event Outside Our Control is over.
19.3 You may cancel the Agreement affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us.
20. Communications between us
20.1 When we refer to "in writing" in this Agreement, this includes email.
20.2 Any notice or other communication given by one of us to the other under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
20.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
20.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
21. General
21.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Agreement to another entity.
(b) You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.
21.2 Non-exclusive. The provision of the Services under this Agreement is not exclusive.
21.3 Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed to be a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
21.4 Severance. Each paragraph of the Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21.5 Third party rights. The Agreement is between you and us. No other person has any rights to enforce any of its terms.
21.6 Entire agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
21.7 Language. The Agreement is made only in the English language.
21.8 Non-solicitation. You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Agreement.
21.9 Governing law and jurisdiction. The Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.
22. Definitions and interpretation
22.1 Definitions
a) Affiliate: in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party from time to time.
b) Agreed Purpose: the sharing of personal information between the Customer and Seapoint to enable Seapoint to:
(i) provide the Services and manage Seapoint's relationship with the Customer;
(ii) comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks; and
(iii) comply with this Agreement and the Privacy Policy.
c) Applicable Law: all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant Authority applicable to the activities undertaken or procured by the Parties under this Agreement, as interpreted by taking into account any code of practice or guidance issued by any Authority with which reputable financial institutions in the United Kingdom are required or accustomed to comply.
d) Authority: any national, state, or local government or regulatory authority, agency, court, or other entity asserting executive, legislative, administrative, or judicial jurisdiction over a Party.
e) Account Information Service: the provision of consolidated information on one or more payment accounts held by you with another payment service provider or with more than one payment service provider including when the information is provided:
(i) in its original form or after processing; and
(ii) only to you or to you and to another person in accordance with your instructions.
f) Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
g) Business Hours: the period from 9.00 am to 5.00 pm on a Business Day.
h) CDD Information: any information relating to the Customer provided to or obtained by Seapoint in connection with clause 4.
i) Charity: a body whose annual income is less than £1 million and is: (i) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of "charity"); (ii) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005 (general interpretation); (iii) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008 (meaning of "charity") or as defined in the PSRs from time to time.
j) Commencement Date: the date on which we notify you (in our sole and absolute discretion) that your application for provision of Services has been accepted.
k) Confidential Information: all information (however recorded or preserved) that one Party or any of its Affiliates (discloser) discloses or makes available to the other Party or any of its Affiliates (recipient) in connection with this Agreement and which would be regarded as confidential by a reasonable business person. It includes any information of a confidential nature relating to the Fees or either Party's operations, products, processes, trade secrets or know-how. It does not include information that:
i. is or becomes generally available to the public (other than as a result of the recipient's breach);
ii. was available to the recipient on a non-confidential basis before disclosure by the discloser;
iii. was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient's knowledge, is not bound by a confidentiality agreement with the discloser or otherwise prohibited from disclosing the information to the recipient;
iv. is developed by or for the recipient independently of the information disclosed by the discloser; or
v. the Parties agree in writing is not confidential or may be disclosed.
l) Consumer: an individual who, in contracts for payment services to which the PSRs apply, is acting for purposes other than a trade, business or profession.
m) Customer Materials:
i. all documents, information, items and materials in any form (whether owned by the Customer or a third party) which are provided by the Customer to the Supplier in connection with the Services; and
ii. all information and details of your instructions and transactions transmitted via the Services.
n) Data Discloser: a Party that discloses Shared Personal Data to the other Party.
o) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
p) Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
q) Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
r) Micro-enterprise: an enterprise (i.e. any person engaged in an economic activity, irrespective of legal form) which employs fewer than 10 persons (full time or equivalent) and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million or the sterling equivalent or as defined in the PSRs from time to time.
s) Network Rules: all applicable rules, regulations and/or operating guidelines issued by a card scheme, payment network or alternative payment method provider from time to time relating to any of your transactions or related processing of your data.
t) Permitted Recipients: the Parties to this Agreement, the employees, contractors, officers, advisers and/or Affiliates of each Party, any third parties engaged to perform obligations in connection with this Agreement.
u) Pricing Schedule: the document which sets out the Fees payable to Seapoint in connection with the Services.
v) Product Specific Terms: any specific terms and conditions in relation to a product or service that we provide to you, which are notify or made available to you (as applicable).
w) Representatives means, in relation to a Party, its employees, officers, representatives, contractors, subcontractors and advisers.
x) Seapoint API: if made available by Seapoint at its sole discretion, the technical interface setting out the protocols and specifications required to effect an integration of the Customer's technical systems with the Seapoint Platform for Authorised Users to use the Services.
y) Seapoint Marks: all trade marks, logos, trade names, domain names and any other logos or materials of Seapoint or its licensors.
z) Seapoint Profile: the electronic information profile that records your business details and that is used to log into and use the Seapoint Platform.
aa) Seapoint Platform: the proprietary technology and associated products devised by Seapoint to provide with Services.
bb) Service Provider: any service provider contracted by Seapoint to provide certain services to you which you may access through the Seapoint Platform.
cc) Services: the services selected on the Application Form and/or made available on the Seapoint Platform to the Customer (including the Seapoint API).
dd) Shared Personal Data: the Parties may share some or all of the following types of personal data regarding data subjects:
i. full name;
ii.email address;
iii. phone number and other contact information;
iv. date of birth;
v. nationality;
vi. public information about the data subject;
vii. other relevant verification or due diligence documentation as required to comply with Applicable Law;
viii. transaction data (including any payer or payee details)
ix. any other data that is necessary or relevant to carry out the Agreed Purposes.
ee) Party: We or you, collectively "Parties".
ff) Relevant Requirements: all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010.
gg) Term: has the meaning given to this term in clause 17.1.
hh) Third Party Terms: the terms and conditions applicable to the services provided by a Service Provider to you and listed in Annex 1.
ii) Treasury Service: means the service provided by Seapoint Investments, acting as an authorised representative of WealthKernel, which involves arranging for you to invest in Money Market Funds made available on the Seapoint Platform and arranging the safeguarding and administration of the related assets.
jj) Product Documentation: any documentation, tools, tutorials and/or guidelines applicable to the Seapoint products and services that are made available to you from time to time.
22.2 Interpretation
a) Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
b) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
c) The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
d) Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
e) Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
f) Unless expressly provided otherwise in this Agreement, reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision.
g) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
Annex 1: Third Party Terms
Annex 1a: Modulr GB Introduced Client Terms