Terms and conditions of use

Extended Industry Sort Code Directory (EISCD) - Single Site Licence

Introduction

The following terms and conditions set out the terms on which the Sorting Code Directory may be used by the Customer. They are in addition to and without prejudice to the rights of Mintly Limited at common law or statute. They exclude any terms and conditions advanced by the Customer unless the contrary is expressly and specifically agreed in writing by an authorised representative of Mintly Limited.

This Customer Licence allows the Customer to use a single electronic copy (not including automated back-ups) of the Sorting Code Directory in their organisation. This Customer Licence is appropriate for Customers that operate from a single location, or Customers with many offices served from a single active datacentre (not including non-active DR datacentres). This licence is not appropriate for a Customer that requires multiple live instances of the Sorting Code Directory.

The parties agree as follows:

1. Definitions and interpretation

“Contract Year” means the twelve month period commencing on the Licence Start Date and each successive 12 month period.

“Customer” means the party whose company name and address have been entered on the Order Form.

“Customer Licence” means the licence granted by Mintly to a Customer allowing it to use the Sorting Code Directory specified in the Order Form.

“Direct Debit” means, for UK based organisations, the direct debit system which allows for automated bill payment or, for non-UK organisations, an agreed process of wire transfer of funds.

“Extended Industry Sorting Code Directory” or “Extended ISCD” or “EISCD” means the Mintly product by these names, consisting of a copy of a computer file of Sorting Code Data or any data taken from the computer file of Sorting Code Data and incorporated into any computer file or product produced by the Customer, or the API service used to access the file(s).

“Intellectual Property” means any current and future intellectual property rights, including:

1. copyright, trade marks, service marks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how, design rights, patents, utility models, semi-conductor topographies, all rights in computer software and data, rights in databases;
2. all intangible rights and privileges of a nature similar, analogous or allied to any of the above;
3. all granted registrations and all applications for registration;
4. all renewals, reversions or extensions;
5. the right to sue for damages for past infringement; and
6. all forms of protection of a similar nature which may subsist anywhere in the world, in every case in any part of the world and whether or not registered.

“Licence Fee” means the licence fees payable by the Customer to Mintly Limited for the use of the Sorting Code Directory specified in the Order Form under the terms of this Customer Licence.

“Licence Start Date” means the date on the Order Form which is accepted by Mintly Limited and from which the Customer may download the Sorting Code Directory specified in the Order Form.

“Mintly” or “Mintly Limited” means Mintly Limited of 86-90 Paul St, London, EC2A 4NE, registered in England, company number 14347501. Mintly is an Authorised Distributor of the Extended ISCD.

“Mintly EISCD API” means the electronic data API endpoints made available to the Customer in accordance with clause 6.

“Order Form” means the registration form and payment authorisation form which are made available by Mintly and completed by the Customer in order to apply to use the Sorting Code Directory specified in the Order Form under the terms of this Customer Licence.

“Sorting Code” means the number codes issued (from time to time) to members of payment schemes for use as an identifier in those payment schemes.

“Sorting Code Data” means the data that constitutes a sort code.

“Sorting Code Directory” means the Extended ISCD.

“Technical Specification” means the latest version of the document of that name that specifies the format and content of the Sorting Code Directory, as provided by Vocalink.

“Territory” means the United Kingdom.

“UK Payments” means Pay.UK Limited of The White Chapel Building, 10 Whitechapel High Street, E1 8QS, company number 10872449.

“Vocalink” means Vocalink Limited of 1 Angel Lane, London, EC4R 3AB, registered in England, company number 6119048.

This Customer Licence shall be deemed to include any attached schedules or appendices and the Order Form.

2. Grant of licence

Subject to the terms and conditions of this Customer Licence, Mintly hereby grants the Customer a personal, non exclusive, non transferable, terminable licence to use the Sorting Code Directory identified in the Order Form, provided that the Customer shall only be permitted to load one single electronic copy of the Sorting Code Directory on to the Customer's internal systems (but not the systems of any third party).

The foregoing grant of licence by Mintly is subject to the following conditions:

(a) The Sorting Code Directory may not be sold, hired, sub-licensed, lent nor otherwise transferred to a third party;

(b) Title to the Sorting Code Directory does not pass under any circumstances to the Customer or its licensees;

(c) The Customer Licence does not include the provision by Mintly of any support or maintenance services;

(d) The Sorting Code Directory is provided solely for the purposes contemplated under this Customer Licence. The Customer acknowledges that the use of the Sorting Code Directory (or any information therein) for any other purpose, may constitute an unlawful breach of this Customer Licence;

(e) Except as provided by the Customer Licence (and s.296A of the Copyright Designs and Patents Act 1988) the Customer is not granted any rights to copy, modify, develop or adapt the Sorting Code Directory or to use, sell, dispose of or transfer the Sorting Code Directory or any copies thereof in the possession of the Customer, and no title or rights of ownership, copyright or any other intellectual property rights in the Sorting Code Directory are or will be transferred to the Customer.

(f) The Customer's right to use the Sorting Code Directory is limited to use in connection with the UK Bacs scheme, Faster Payments scheme, CHAPS Sterling scheme and Cheque and Credit Clearing scheme.

(g) The Customer warrants and represents that the Sorting Code Directory and any copy taken and held in accordance with this Customer Licence will remain under its control and that it will take all reasonable precautions to safeguard the Sorting Code Directory against unauthorised use.

7. Title and Intellectual Property

(a) The Customer acknowledges that all property rights including but not limited to Intellectual Property rights in the Sorting Code, Sorting Code Data, and the Sorting Code Directory are owned by Vocalink.

(b) No title or rights of ownership or any Intellectual Property rights in the Sorting Code Directory, Sorting Code or Sorting Code Data are or will be transferred to the Customer.

(c) The Customer will ensure that (i) all of its relevant employees are notified of the fact that all Intellectual Property rights in the Sorting Code Directory, Sorting Code and Sorting Code Data are the property of Vocalink or its third party licensors and (ii) its employees comply with all of the terms and conditions of this Customer Licence.

(d) The Sorting Code Directory and all copies thereof are the property of Vocalink (or its third party licensors) the Customer is prohibited from selling, loaning or in any other way disposing of any copies of the Sorting Code Directory to any third parties. The Customer shall ensure that all copies of the Sorting Code Directory and of any manuals made by the Customer will incorporate a notice indicating that copyright in the Sorting Code Directory and any related manuals is vested in Vocalink (on behalf of itself and its third party licensors).

(e) The Customer shall keep the Sorting Code Directory confidential and shall not disclose the Sorting Code Directory to any third party

(f) Mintly warrants that the use of the Sorting Code Directory by the Customer will not infringe the Intellectual Property rights of any third party in the Territory. Mintly will indemnify and keep indemnified the Customer against any and all actions claims proceedings costs damages awarded against the Customer (including reasonable legal expenses arising in connection with any such claim) in connection with a claim that use of the Sorting Code Directory infringes the Intellectual Property rights of a third party in the Territory. Mintly has no responsibility for the use of the Sorting Code Directory outside the Territory.

8. Customer Undertakings

The Customer shall satisfy itself that the Sorting Code Directory identified in the Order Form meets its operational and business requirements. It is the sole responsibility of the Customer to determine that the Sorting Code Directory is ready for operational use in the Customer's business before it is used.

9. Mintly warranties and limitation of liability

(a) The Sorting Code Directory will be the current version at the time when it is made available to the Customer for download and Mintly will use its reasonable endeavours to update the Sorting Code Directory on a weekly basis. If any delay occurs in updating the Sorting Code Directory, Mintly shall ensure that the immediately previous version of the Sorting Code Directory remains available for download by the Customer until such time as an updated version is released.

(b) The Customer acknowledges that:

1. the Sorting Code Directory has not been produced to meet individual Customer specifications;
2. the Sorting Code Directory cannot be tested in advance in every possible operating combination and environment; and
3. it is not possible to produce a Sorting Code Directory known to be error-free in all circumstances and Mintly does not warrant that the Sorting Code Directory will be error-free. Mintly does not accept liability for the accuracy of Sorting Code Data so provided.

(c) Subject to clause 9(b) above, Mintly warrants that it will use its reasonable endeavours to ensure that the Sorting Code Directory is up to date and materially complete and accurate. Notwithstanding the foregoing, Mintly's sole obligation and the Customer's sole remedy with respect to any error contained in the Sorting Code Directory will be to remedy such error provided that Mintly has been notified of the error within fourteen days of the date of download by the Customer.

(d) The above warranties constitute the sole warranties provided by Mintly in respect of the Sorting Code Directory. The obligations and liabilities of Mintly in this Customer Licence are in place of, and the Customer accordingly waives, (to the fullest extent permitted by law), all implied guarantees and warranties, including without limitation, any warranty of merchantability or fitness for a particular purpose whether or not any purpose has been notified to Mintly.

(e) The maximum liability of Mintly to the Customer in any Contract Year under or in connection with this Customer Licence (including under any indemnity) shall not exceed the amount of the annual Licence Fee payable in accordance with this Customer Licence, whether arising in tort (including negligence), breach of contract, breach of statutory duty or otherwise in respect of all claims in aggregate (and not on a per claim basis).

(f) Notwithstanding anything to the contrary contained in this Customer Licence, Mintly shall not be liable, in contract, tort or otherwise howsoever, and whatever the cause thereof for;

1. whether arising directly or indirectly:
   1. any increased costs or expenses; or
   2. any loss of profit, business, contracts, revenues, or anticipated savings; or;
2. for any special, indirect or consequential losses of any nature whatsoever.

(g) The limit on Mintly's liability set out in this clause 9 shall not apply to claims by the Customer arising from fraud, death or personal injury caused by Mintly.

(h) Each provision of this Customer Licence excluding or limiting liability operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

(i) The Customer acknowledges that Vocalink and its officers, employees, agents and licensors have no liability to whatsoever in connection with the Customer Licence or the Customer's use of the Sorting Code Directory.

10. Confidentiality

The Customer shall not during the term of this Agreement, nor after its termination, however caused, disclose or divulge or allow to be disclosed or divulged to any person, firm or company (other than its employees, officers, consultants, sub-contractors, agents and the like or an affiliated company), any information which it receives or obtains and which is confidential and relates to Mintly business generally, except as may be necessary to fulfil its obligations under this Agreement or as may be required by applicable law and/or regulation or pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information and provided that as far as reasonably practicable the consent of Mintly is first obtained.

11. Termination and suspension

(a) Mintly may at its sole discretion terminate this Customer Licence and the licence granted hereunder in writing immediately or on giving such period of notice in writing as Mintly considers appropriate:

1. where the Customer is in breach of the terms of this Customer Licence and such breach is incapable of remedy;
2. where the Customer is in breach of the terms of this Customer Licence and such breach is capable of remedy, and the Customer has not so remedied the breach within thirty days of receipt of a notice from Mintly specifying the breach and requiring its remedy; or
3. should the Customer go into liquidation or if a receiver of its assets is appointed or any other analogous event in any jurisdiction occur.

(b) Mintly may at its sole discretion terminate this Customer Licence and the licence granted hereunder for convenience on giving the Customer three months' notice.

(c) Mintly may at its sole discretion suspend the provision of any service under this Customer Licence, including without limitation suspending the Customer's access to the Sorting Code Directory, if the Customer has not provided the information required under clause 4(c) or has not paid within 30 days any invoice or Direct Debit rendered pursuant to this Customer Licence. Where Mintly suspends any Customer licence there shall be no refund or rebate on any licence fees paid or payable.

(d) The Customer shall be entitled to terminate the Customer Licence by giving Mintly thirty days notice in writing.

(e) Upon suspension or termination of this Customer Licence for any reason:

1. the Customer shall cease to use the Sorting Code Directory; and
2. Mintly shall not be required to refund any licence fees already paid.

12. Effects of termination

On the termination of this Customer Licence, all pre-existing rights and obligations which have accrued to or been incurred by either of the parties under this Customer Licence shall continue in full force and effect.

13. Return of documents and materials on termination

Upon termination of the Customer Licence the Customer shall return to Mintly all copies of the Sorting Code Directory in the Customer's possession or control unless it has registered with alternative approved provider to receive copies of the Sorting Code Directory.

14. Payment following termination

The Customer shall pay to Mintly any amounts due to it.

15. Waiver

No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

16. Notices

Any operational communications shall be sent by Mintly by e-mail to the Primary Contact specified in the Order Form. Any other notice, instruction or communication shall be sent by ordinary first class post, email or by such other means as may be appropriate in the circumstances, and in the case of a notice served by first class post it shall be deemed to have been received by the party to whom it was sent forty-eight hours after posting, and in the case of any other form of transmission twenty-four hours after sending.

17. Agency

(a) The relationship between Mintly and Customer is that of independent parties. Neither party is the agent for the other, and neither party has any authority to make any contract, whether expressly or by implication, in the name of the other party, without that party's prior written consent for express purposes connected with the performance of the obligations contained in this Customer Licence.

(b) The relationship between Mintly and its third party licensors is that of independent parties. No party is the agent for another, and no party has any authority to make any contract, whether expressly or by implication, in the name of any other party, without that party's prior written consent for express purposes connected with the performance of the obligations contained in this Customer Licence.

18. Entire agreement and rights of third parties

(a) This Customer Licence and the documents referred to or incorporated in it constitutes the entire agreement between the parties with respect to the matters dealt with and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to such matters.

(b) No term of this Customer Licence shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

19. Force majeure

In the event that either of the parties are unable to carry out all or any of their obligations under this Customer Licence as a result of matters arising beyond their reasonable control neither party shall have a claim against the other provided that notice of the event or events is given to the party not affected within forty-eight hours.

20. Restriction on assignment

Under no circumstances is this Customer Licence capable of being assigned by the Customer and any such assignment shall be deemed to be void.

20. Law

This Customer Licence shall be governed by and construed according to English law and both parties hereby submit to the exclusive jurisdiction of the English courts.