END-USER LICENSE AGREEMENT

This end-user licence agreement (“EULA”) is a legally-binding agreement between SuperFi Finance Ltd. (No. 13645361) registered at 124 City Road, London, EC1V 2NX (“SuperFi”, “we”, “us”) and “you”, the “End User” being all end users of SuperFi Services (as defined in clause 6, App & Services) including:

-employers or organisations, including charities or nonprofits, that have purchased one or more SuperFi Services on behalf of their employees or beneficiaries, who are also bound by SuperFi Partner Agreement (a “Partner”); 

-employees or beneficiaries of Partners, who are given access to the App and/or Services through the Partner (“Beneficiaries”); or 

-individuals unaffiliated with a Partner organisation (“Public Users”), 

for the use of SuperFi’s Services.

1. BACKGROUND

SuperFi provides a personal finance mobile application (the “App”) and through the App offers an overview of your financial situation, and tools and resources to support you in improving your financial situation, as further defined as the Services in clause 6 (App & Services).

2. APPLICABLE TERMS

2. 1We licence use of the App to you on the basis of this EULA, including compliance in full with the Licence Restrictions set out in clause 5, the Privacy Policy and the Apple App Store’s Terms and Conditions and Google Play’s Terms of Service (as applicable) which are deemed to be incorporated by reference in this clause, and any other applicable terms incorporated into this EULA by reference, together being the “Applicable Terms”. 

2.2 By (i) using or installing the App; or (ii) signing up for a SuperFi account, you agree to the Applicable Terms which will bind you. The terms of the EULA include, in particular, limitations on liability as set out in clause 12.

2.3 If you do not agree to the Applicable Terms, we do not permit you any rights of use in relation to the App and you must (i) immediately stop using the Services; and (ii) delete the App from all devices onto which the App is downloaded or stored and which are used to view, use and/or display the App.

2.4 This EULA and the licence granted by it expires when the deactivation of your account takes effect or the contract between SuperFi and the Partner through which you receive access (if relevant) is terminated, whichever comes first.

2.5 The App is not made for or available to End Users under 18 years of age. By accepting these terms you confirm that you are 18 years of age or over. 

2.6 SuperFi is registered with the Financial Conduct Authority (Firm Reference Number: 903047) as an agent of TrueLayer, who is providing the regulated Account Information Service, and is Authorised and Regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 and the Electronic Money Regulations 2011 (Firm Reference Number: 901096).

3. OPERATING SYSTEM REQUIREMENTS

3.1 For Google Android devices, this App requires a minimum of 250mb of memory, internet access and the current Android OS or either of the two previous versions.

3.2 For Apple devices, this App requires an Apple device with a minimum of 250mb of memory, internet access and current iOS or either of the two previous versions.

3.3 If we know your device’s operating system and we plan to stop supporting it, we will notify you in advance.  If you don’t install operating system updates and new versions of the App, the App might not work properly or at all, so we recommend installing updates when they become available.  

3.4 The App also may not work as designed if your device has been changed or tampered with (better known as ‘jailbreaking’ or ‘rooting’), or if you use software which may interfere with our ability to deliver the Services. 

4. GRANT AND SCOPE OF LICENCE

4.1 Subject to you agreeing to abide by the terms of this EULA, we grant you a personal, non-transferable, non-sublicensable, non-exclusive and non-commercial licence to use the App and the Services (the “Licence”), subject to the Applicable Terms. We reserve all other rights.

4.2 As consideration for the Licence, you agree that we, our affiliates, and our third-party partners may place advertising on the Services, or recommend third-party services to you on which we may receive a commission.

4.3 You grant us (and our international partners if relevant) a non-exclusive, royalty-free licence to use the data relating to and provided by access to your personal bank accounts to provide you with, and improve, the Services or as otherwise referred to in these Terms or the Privacy Policy, with the right to use, modify, display, distribute and create new material using or incorporating such information to provide the Services to you. As long as the relevant data is aggregated and anonymised we can also sell, license, reproduce, distribute and disclose data that is derived from your use of the Service. By submitting information, you agree (without the payment of any fees), that we (and our partners if relevant) can use the information for the purposes set out above.

5. LICENCE RESTRICTIONS

5.1 Except as expressly set out in this EULA or as permitted by any local law, you will not:

5.1.1download more than 3 instances of the App across any of your devices;

5.1.2 copy the App;

5.1.3 rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;

5.1.4 make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs or change, modify, adapt or alter another website so as to inaccurately imply an association with the Service or App or SuperFi in any way;

5.1.5 access the App or the Services via any unauthorised method including, but not limited to, automated devices, scripts, bots, spiders, crawlers or scrapers (except for standard search engine technologies, as authorised by SuperFi);

5.1.6 submit, upload, connect or transfer in any way any unsolicited content, information, ideas, suggestions or other materials;

5.1.7 disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or the Services or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Services with another software program, and provided that the information obtained by you during such activities: 

a) is used only for the purpose of achieving interoperability of the Services with another software program;

b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

c) is not used to create any software that is substantially similar to the App and/or the Services,

5.1.8 provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

5.1.9 be in breach of technology control or export laws and regulations that apply to the technology used or supported by the App or any Service (the “Technology”).

5.2 You may not for any reason at any time: 

5.2.1 use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system or attack our site via a denial-of-service attack or a distributed denial-of service attack and you acknowledge that by breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990;

5.2.2 infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not licensed by this EULA);

5.2.3 transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;

5.2.4 use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

5.2.5 collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

6. APP & SERVICES

6.1 Within the App we may offer some or all of the following services:

6.1.1 an updating overview of current account, credit card and debt balances via an API (“Open Banking”) to your personal bank account(s) (“Bank Accounts”);

6.1.2 a static overview of current account, credit card and debt balances not available via Open Banking and that you manually provide to us, by uploading current balances within the App;

6.1.3 the ability to transfer funds between your Bank Accounts and to pay bills, where the bill provider is already a registered payee within your Bank Account;

6.1.4 data analytics on your financial activity;

6.1.5 payment reminders; 

6.1.6 tailored budgeting and financial tips;

6.1.7 information on how you may choose to increase your income, improve your credit rating, reduce or consolidate debt, and reduce your monthly bills;

6.1.8 information on other support services for people in financial or personal difficulties, if the App considers these may be relevant based on your balances and activity, the “Services”.

6.2 To use the Services the following are required:

6.2.1 If you are a Public User, you must download the App from the relevant App Store and create a personal End User account on the App (your “Account”) using your email address and (i) a password; and/or (ii) by means of a third party authorisation service you nominate such as Google or Microsoft. You must not allow any other person to login using your login details. If you choose to use a third party authorisation service, you must ensure that no-one else is able to use that service to access your account. We offer third party authorisation services for your convenience but we cannot take responsibility for their operation.

6.2.2 If you are a Beneficiary, you will receive access to the App by an associated Partner. In such cases you may be provided with an individual magic link email, or be asked to enter a unique access code during the sign-up process, which will be provided to you by your associated Partner. You may not share the magic link with anyone else (even other administrators of the same household).

6.2.3 Once your Account has been created, connect your bank accounts via Open Banking, or using one of our partners, if you are not located in the United Kingdom. We will then automatically download transactional information relating to your Bank Accounts and will keep that information updated by reconnecting to your Bank Accounts periodically, and you give your consent for us to do this. 

6.3 You agree that when we retrieve your information relating to your Bank Accounts or your information required as part of the provision of the Services, we are doing so as your representative and on your behalf and not on behalf of or in the name of any third party.

7. SUPPORT

7.1 SuperFi will provide End Users with support as requested. You can contact us through the App or at support@joinsuperfi.com.

7.2 For the optimum functionality and security of the App you should always download updates to the App as soon as available. We will not be responsible for any issues caused by a failure to download updates.

7.3 We provide you with any necessary updates primarily through the App, although we may also send you information to your email address where we consider this appropriate. Please review our Privacy and Cookie Policy for more information. You are responsible for maintaining and regularly checking the App, device or e-mail inbox for information and notifications from us. We will communicate with you in English.

8. FEES

8.1 If you are a Public User, you may be asked to pay a monthly subscription amount to access the App. This will be notified to you via the App either when you create your account, or when it comes into force, whichever is the later.

8.2 If you are a Beneficiary, the Partner who administers the account you have access through may pay all fees on your behalf or you may be asked to contribute to your own access to the App. This will be notified to you via the App either when you create your account, or when it comes into force, whichever is the later.

8.3 If you cease to be a Beneficiary, and you elect to continue your access to the App as a Public User (if available), this may result in an increase to the subscription fees due from you.

8.4 The actual sum of the subscription will vary depending on the tier of membership you, or your Partner, has selected and whether you are accessing the App as a Beneficiary or a Public User, and may vary over time. Any changes to the subscription fees will be notified to you as soon as they are applicable. If you do not wish to pay any required amount you will lose access to the App.

8.5 You agree that you are responsible for any and all data charges you incur from mobile service providers, internet service providers or other data providers for or as a result of using the Services.

9. INDEMNITIES

9.1 You agree to indemnify, defend and hold harmless SuperFi and its affiliates, successors and assigns (and its and their representatives) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses which arise out of or relate to:

9.1.1 any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;

9.1.2 any breach of the EULA, including, without limitation, any use of the Services that violates third party rights or applicable law committed by you or any other person accessing the Services using your Account or receiving Services on your behalf;

9.1.3 the use of any intellectual property created in respect of the Services not contemplated by the EULA or as a consequence of a breach of the EULA; and

9.1.4 any act or omission of an End User which results in a third-party claim against SuperFi.

9.2 The indemnities set out in clause 9.1 will survive termination of this EULA for any reason.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 You acknowledge that all intellectual property rights in the App and the technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App or the technology other than the right to use each of them in accordance with the terms of this EULA.

10.2 You acknowledge that you have no right to have access to the App in source-code form.

10.3 Our status (and that of any identified contributors) as the authors of the content on the App and website must always be acknowledged. You must not use any part of the content within the App without obtaining a specific licence to do so from us or our licensors.

10.4 We (and any identified contributors) assert our moral rights as authors of the source code and reserve all intellectual property rights applicable to the App, the content within it, and the source code, applicable anywhere in the world, without limitation.

10.5 If you breach this clause 10, we reserve the right to seek any and all available contractual remedies including but not limited to applying for interim, provisional and conservatory measures.

11. WARRANTIES

11.1 SuperFi is a provider of technology and does not (and does not purport to) provide advisory services to the Partner by virtue of this EULA. 

11.2 You expressly acknowledge and agree that use of the App and the Services provided is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. 

11.3 To the maximum extent permitted by applicable law, the App and Services are provided “as is” and “as available”, with all faults and without warranty of any kind, and we disclaim all warranties and conditions with respect to the App and Services, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third-party rights. 

11.4 We do not warrant against interference with your enjoyment of the App or Services, that the functions contained in the App or Services will meet your requirements, that the operation of the App or Services will be uninterrupted or error-free, or that defects in the App or Services will be corrected. No oral or written information or advice given by us or our authorised representative shall create a warranty. Should the App or Services prove defective, you assume the entire cost of all necessary servicing, repair or correction. We do not check the accuracy of the information relating to your Bank Accounts information and personal information you provide to us and we rely on you and your Bank Account providers to ensure that the Bank Accounts information and personal information you provide to us is up to date and accurate.

11.5 We cannot guarantee that the App will always be free from viruses. You are responsible for protecting your information technology (including your mobile telephone) in order to access the Services and the App safely, and for the security of your internet connection. 

11.6 Save as is otherwise specifically provided in this EULA, the Parties will not be liable for failures or delays in performing their obligations hereunder arising from any cause beyond their reasonable control, including without limitation, acts of God, acts of civil or military authority, fires, strikes, lockouts or labour disputes, epidemics, changes of governmental policy on foreign ownership or any other governmental restrictions, wars, terrorist acts, riots, earthquakes, storms, typhoons, tsunamis, volcanic eruptions, floods and breakdowns in electronic and computer information and communications systems and in the event of any such delay, the time for the Parties’ performance will be extended for a period equal to the time lost by reason of the delay which will be remedied with all due despatch in the circumstances.

12. LIMITATION OF LIABILITY

12.1 You acknowledge that SuperFi does not provide financial or tax advice of any kind. Data or information about third-party services or products offered by the App are provided for your information only, but may or may not be suitable for you in your specific circumstances. It is your responsibility to review your options, consider your personal circumstances and make such additional enquiries as may be necessary to determine if a given option is the right choice for you.

12.2 You acknowledge that the App has not been developed or customised to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App meet your purposes.

12.3 The App or any Service may contain links to other independent third-party websites (the “Third-Party Sites”). Third-Party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-Party Sites, including the purchase and use of any products or services accessible through them. Under no circumstances will we be liable in any way for any third-party content, including, but not limited to, any errors or omissions or any loss or damage of any kind incurred as a result of the use of any third-party content posted, emailed, transmitted, or otherwise made available via the Services or broadcast elsewhere.

12.4 Our maximum aggregate liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the lower of the aggregate fees paid by you to SuperFi in the preceding 12 months. This does not apply to the types of loss set out in clause 12.6 below.

12.5 In no event will SuperFi be liable to you or any other person for any direct, indirect, incidental, special, punitive, or consequential loss or damages, including any loss of business or profit, arising out of any use (or inability to use) the App or the Services, even if SuperFi has been advised of the possibility of such loss or damages.

12.6 Nothing in this EULA will limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any other head of claim for which liability cannot be limited under the prevailing laws.

12.7 You acknowledge and agree that SuperFi will not be liable (including in cases of negligence) for any losses associated with any breach of data, security or passwords.

13. TERMINATION

13.1 This EULA will be effective from the time you begin to use SuperFi App and Services and will continue until terminated in accordance with the terms of this EULA.

13.2 You may stop using SuperFi App and Services at any time, whereupon any rights granted to you under this EULA shall cease, but all your obligations will remain, including any payment obligations. In the case of Partners, any existing payment obligations will continue until expiry of the payment period in line with the terms originally agreed between SuperFi and the Partner.

13.3 You may terminate this EULA by deactivating your Account at any time. No refunds will be given for subscription fees paid in advance for the period following deactivation.

13.4 We may terminate this EULA by deactivating your Account at any time with 30 days written notice for any reason including but not limited to the termination of an associated Partner account. 

13.5 If the Partner account through which you are a Beneficiary is terminated, you may be given the option to continue your access to the App as a Public User. If this is available to you, we will notify you at the time.

13.6 We may suspend or disable your access to SuperFi App and Services or terminate this Agreement immediately without notice if you you materially or repeatedly breach any of the Applicable Terms, or are using the App and Services in a manner that could cause us legal liability, or disrupt other users’ ability to access the App and Services.

13.7 Notwithstanding the termination of this EULA, any provision that is intended (whether expressly or impliedly) to come into or continue in force on or after termination or expiry of this EULA will remain in full force and effect.  

13.8 Termination of this EULA will not affect 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 this EULA which existed at or before the date of termination.

13.9 Nothing in this section shall affect our rights to change, limit, or stop the provision of the App and Services, which SuperFi may do at any time without prior notice to you.

13.10 On termination for any reason:

13.10.1 all rights granted to you under this EULA shall cease;

13.10.2 you must immediately cease all activities authorised by this EULA; 

13.10.3 you must immediately delete or remove any SuperFi App from all of your devices, and immediately destroy all copies of any SuperFi App then in your possession, custody or control. 

14. DATA PROTECTION

14.1 The terms of the Privacy Policy apply to this EULA and all personal data transferred or made available under it by either party. In addition:

14.1.1 By using the Service, you represent that you are the legal owner of the data in your Bank Accounts and that you have the authority to appoint, and do expressly appoint, us, our Trusted Partners and/or its third party providers as your agent and grant a limited power of attorney to access and retrieve such data on your behalf.

14.1.2 For our compliance purposes and in order to provide the Service to you, you hereby authorise us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and Bank Account information. When you register for the Service and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you.

15. CONFIDENTIALITY

15.1 “Confidential Information” means in relation to the Party disclosing it (the “Discloser”) will include, but is not limited to any information which is proprietary and confidential to either Party and acquired pursuant to the matters contemplated in this EULA including but not limited to the EULA itself, information concerning or relating in any way whatsoever to processes or inventions carried on or used by any party, any information concerning the organisation, business opportunities, operational concepts, strategic plans, marketing plans and/or concepts, software, finances, transactions or affairs of any party, dealings of any party, secret or confidential information which relates to a party’s business or any of its employees, principals, clients or customers’ transactions or affairs, employment and employee data, any party’s documentation, manuals, budgets, financial statements or information, any information therein in respect of trade secrets, intellectual property or other information relating to the development, marketing, sale or supply or proposed marketing, sale or supply of any products or services by any party, and plans for the development or marketing of such products or services and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone and any other information any person, acting reasonably, would recognise as likely to be commercially sensitive or confidential, whether designated as such or not, save in respect of such information which is in the public domain other than directly or indirectly by reason of the act or omission of the Party receiving it (the “Recipient”).

15.2 The Recipient will not, without the prior written consent of the Discloser, (i) use any Confidential Information other than to fulfil its obligations under this Agreement; or (ii) disclose Confidential Information they have received from the Discloser other than to employees or advisors bound by an equivalent duty of confidentiality on a need to know basis, unless such information ceases to be confidential or the Recipient is required by law to do so.

15.3 By using the App or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.

16. NOTICES

16.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by email at support@joinsuperfi.com. We will confirm receipt of this by contacting you in writing, normally by email. 

16.2 If we have to contact you or give you notice in writing, we will do so by e-mail to the email address you provided when you signed up to use the App or Services, or created an account on our website or our App.

17. GENERAL

17.1 SuperFi is an independent service provider to the Partner. Nothing in this EULA is intended to create a partnership, joint venture, agency or employment relationship with the Partner or the Beneficiaries.

17.2 The terms of this EULA apply to the App and the Services, including any updates or supplements to the App or any of the Services. If any open-source software is included in the App or any Service, the terms of an open-source licence may apply in addition to the terms of this EULA.

17.3 We may change these terms at any time without notice to you. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services. If you do not accept the new terms, your account may be closed.

17.4 From time to time updates to the App may be implemented by SuperFi. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.

17.5 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or obligations under this EULA. You may only transfer your rights or obligations under this EULA to another person if we agree in writing.

17.6 If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 

17.7 You agree that our third-party services providers are third-party beneficiaries of the applicable provisions of these Terms, with all rights to enforce such provisions as if such service providers were a party to these Terms. Other than as stated, this EULA does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

17.8 Any words following the terms ‘including’, ‘include’, ‘in particular’ or ‘for example’ or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

17.9 Each of the terms and conditions of this EULA operates separately. If any court or competent authority decides that any of the terms or conditions are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect. 

17.10 Please note that this EULA, its subject matter and its formation, are governed by the laws of England. You and we both agree that the courts of England will have exclusive jurisdiction.