Terms and conditions of use

Website and Bank Account Checker API and Web Portal

Introduction

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Mintly Ltd the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Mintly Ltd and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Mintly Ltd and accessing the Website in connection with the provision of such services.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

Separate terms apply for use of the EISCD Data file.

Intellectual property and acceptable use

1. All Content included on the Website, unless uploaded by Users, is the property of Mintly Ltd, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission

2. You may, for your own personal, non-commercial use only, do the following:

   1. retrieve, display and view the Content on a computer screen

3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Mintly Ltd.

Prohibited use

1. You may not use the Website for any of the following purposes:

   1. in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;

   2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;

   3. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

Use of Mintly Bank Validation Services

These terms and conditions ("Terms") apply to customers subscribing to the bank validation services of Mintly Ltd ("Mintly", "we", "us"). By creating an account and accepting these Terms, the customer ("Customer", "you") agrees to be bound by them.

Prices listed on the website are in GBP and exclusive of VAT. Mintly is registered for VAT, registration number GB 434 4233 19.

Definitions

• "Services" means Mintly's bank account and sort code validation API, online tools and Dashboard, together with any associated data and documentation.
• "Customer Application" means a product or service developed and operated by the Customer that incorporates the Services as a component and provides material functionality beyond the Services themselves.
• "End User" means a user or customer of a Customer Application.
• "Reseller or Partner Agreement" means a separate written agreement between Mintly and the Customer that expressly authorises resale or redistribution of the Services.

Grant of Licence

Subject to these Terms and payment of the applicable fees, Mintly grants the Customer a non-exclusive, non-transferable, non-sublicensable licence, terminable in accordance with these Terms, to:

1. use the Services for the Customer's internal business purposes; and

2. integrate the Services into Customer Applications and make the results of the Services available to End Users through those Customer Applications, including where Customer Applications are sold or licensed commercially.

The licence is subject to the following conditions:

1. The subscription and API keys may not be sold, hired, sub-licensed, lent, shared with or otherwise transferred to any third party, except as permitted under "Access to Mintly Dashboard" below.

2. Except under a Reseller or Partner Agreement, the Customer shall not:

   1. make the Services available to any third party on a standalone basis, or provide any third party with direct or pass-through access to the Mintly API, including via any API, endpoint or interface whose primary function is to relay requests to or responses from the Services;

   2. offer the Services, or a substantially similar service, as a white-label or bank validation product under its own or any other brand; or

   3. use the Services to develop or offer a product that competes with the Services.

3. Title to the underlying data used in the Services does not pass to the Customer under any circumstances.

4. The Customer retains ownership of its input data. Outputs may be used for the Customer's internal business purposes and displayed or acted on within Customer Applications, but may not be stored, compiled or redistributed in bulk, or used to create a database, directory or dataset that replicates or substitutes for the Services.

5. The licence does not include the provision by Mintly of any support or maintenance services, except as set out in the Service Level Agreement for Enterprise plans.

6. Any breach of conditions 1, 2 or 4 shall constitute a material breach that is incapable of remedy for the purposes of the Termination section.

Customer Applications and End Users

1. The Customer is responsible for all use of the Services made through its Customer Applications, including by End Users, as if it were the Customer's own use (including for the purposes of "Customer Undertakings").

2. The Customer shall ensure that its terms with End Users are no less protective of Mintly than these Terms, and shall not make any warranty or representation to End Users on Mintly's behalf.

3. The Customer is responsible for having a lawful basis to submit End User personal data to the Services and for providing End Users with any information required by data protection law about that processing.

4. The Customer shall indemnify Mintly against all losses, damages, costs and expenses (including reasonable legal fees) arising from any claim by an End User or other third party in connection with a Customer Application.

Duration

The term of this Customer Licence commences on the initial Subscription Date and continues until terminated by the Customer or Mintly in accordance with these Terms.

Payment of Fees: Monthly Subscription

The Customer shall pay Mintly the monthly subscription fee for its selected plan, as advised by Mintly. Payment shall be made monthly in arrears by credit or debit card, direct debit or bank transfer. On payment of the subscription fee, the Customer is entitled to use the Services. Usage is subject to the request allowance of the Customer's selected plan, and the Customer agrees to pay the monthly subscription fee plus any excess usage charges identified in the invoice.

Fees are charged in arrears at the end of each billing period, based on the plan and any usage during that period. By adding a payment card or other payment method to its account, the Customer authorises Mintly to charge that payment method for the billing period that has just ended, even if the Customer cancels its subscription before that charge is processed. Cancelling a subscription stops future billing periods from starting; it does not cancel or reverse the charge for a billing period that has already run, whether or not any requests were made during it.

Monthly plans have a minimum term of one month and automatically renew for further one-month periods unless cancelled by Mintly or by the Customer. The Customer will be notified before renewal at the email address provided during registration. The Customer may cancel at any time before renewal; this stops the next renewal but does not affect any charge already due for the current billing period.

Mintly may increase the subscription fee on three months' advance written notice to the Customer.

Payment of Fees: Annual Subscription

The Customer shall pay Mintly the annual subscription fee for its selected plan, as advised by Mintly, within 30 days of the start of the subscription. On payment of the subscription fee, the Customer is entitled to use the Services. Usage is subject to the request allowance of the Customer's selected plan, and the Customer agrees to pay the annual subscription fee plus any excess usage charges identified in the invoice. Excess usage charges are invoiced monthly and are payable within 30 days of invoice.

Annual plans have a minimum term of one year and automatically renew for further one-year periods unless cancelled by Mintly or by the Customer. The Customer will be notified before renewal at the email address provided during registration. The Customer may cancel at any time before renewal.

Mintly may increase the subscription fee on three months' advance written notice to the Customer.

Free Trial

Mintly offers a 14-day free trial to new customers on subscription plans. There is no obligation to continue to subscribe after the trial. Cancellation can be made online through the Subscriptions tab. Customers that upgrade or change plans do not qualify for an additional free trial.

The free trial is provided solely to evaluate the Services. Mintly reserves the right to suspend free trials or paid plans if it detects misuse of the Services.

Service Level Agreement for Enterprise Plans

The Enterprise plan includes Mintly's Service Level Agreement (SLA) for API uptime, under which Mintly guarantees that the API will be available at least 99.95% of the time. All other plans have no uptime guarantee.

Access to Mintly Dashboard

On the subscription start date, Mintly will give the Customer access to the online Dashboard. The Dashboard can be used for manual testing of the Services, to view example code, and to monitor daily and monthly usage.

The Customer's API key is available through the Dashboard and is used for tracking usage and billing. The API key may be shared with the Customer's employees and with contractors acting on the Customer's behalf for the purpose of building or operating the Customer's systems or Customer Applications. The Customer is responsible for keeping its API key confidential and for all usage made with it. The API key must not be embedded in client-side code or otherwise exposed to End Users.

Customer Undertakings

The Customer shall satisfy itself that the Services meet its operational and business requirements, and is solely responsible for determining that the Services are suitable for operational use in its business and in any Customer Application before they are used.

The Customer shall not misuse the Services, and shall ensure that the Services are not misused through any Customer Application. Misuse includes but is not limited to:

• performing account "crawling" or "scanning", whereby sequential or near-sequential accounts are checked to establish which accounts are valid; and
• bulk harvesting or systematic extraction of sort code or bank data, including making a high volume of lookups during a free trial with the intention of compiling, storing or using that data outside the Services (for example, to populate a static dataset, ERP system or internal database) in place of maintaining a paid subscription.

Mintly reserves the right to suspend accounts where it identifies potential misuse while it attempts to resolve the issue. Suspension does not pause billing, and subscription fees remain chargeable during any suspension period as set out under "Termination".

By creating an account and accepting these Terms, the individual registering represents and warrants that (i) they have full authority to bind the company or organisation on whose behalf they are registering to these Terms; (ii) that company or organisation agrees to be bound by these Terms; and (iii) that company or organisation is liable for all fees, invoices and charges incurred through the account, regardless of which individual payment method is used or whether any payment attempt fails. An individual without such authority must not create an account.

Warranties

1. Mintly will use reasonable endeavours to update the sort code data used by the Services on a weekly basis. If an update is delayed, the Services will continue to operate using the most recent available version of that data until an updated version is released.

2. The Customer acknowledges that:

   1. the Services have not been produced to meet the Customer's individual specifications;

   2. the Services and the underlying sort code data cannot be tested in advance in every possible operating combination and environment; and

   3. it is not possible to produce sort code data known to be error-free in all circumstances. Mintly does not warrant that the Services or the underlying data will be error-free, and does not accept liability for the accuracy of the sort code data provided.

3. The above warranties are the only warranties given by Mintly in respect of the Services. To the fullest extent permitted by law, they are in place of all implied terms, guarantees and warranties, including any warranty of satisfactory quality or fitness for a particular purpose, whether or not that purpose has been notified to Mintly, and the Customer waives all such implied terms.

Limitation of Liability

1. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law.

2. Subject to clause 1, Mintly shall not be liable, whether in contract, tort (including negligence) or otherwise, for:

   1. any loss of profit, business, contracts, revenue, goodwill or anticipated savings, whether arising directly or indirectly;

   2. any increased costs or expenses;

   3. any loss or corruption of data, databases or software; or

   4. any special, indirect or consequential loss of any nature.

3. Subject to clause 1, Mintly's total aggregate liability under or in connection with these Terms shall not exceed the total fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.

4. Mintly shall not be liable for any failure or delay caused by events beyond its reasonable control.

5. The limits and exclusions in this section do not apply to the Customer's payment obligations or to the Customer's indemnity under "Customer Applications and End Users".

6. Each provision of these Terms 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.

Termination

1. Mintly may terminate this Customer Licence by written notice, with immediate effect or on such period of notice as Mintly considers appropriate, where:

   1. the Customer is in breach of these Terms and the breach is incapable of remedy (including any breach of conditions 1, 2 or 4 under "Grant of Licence");

   2. the Customer is in breach of these Terms, the breach is capable of remedy, and the Customer has not remedied it within 30 days of receiving a notice from Mintly specifying the breach and requiring its remedy; or

   3. the Customer goes into liquidation, has a receiver appointed over its assets, or any analogous event occurs in any jurisdiction.

2. Mintly may terminate this Customer Licence for convenience on giving the Customer three months' written notice.

3. Mintly may suspend the provision of any of the Services, including the Customer's access to the API, if the Customer has not provided information reasonably required by Mintly, has not paid any invoice within 30 days, or is suspected of misuse under "Customer Undertakings". No refund or rebate of fees paid or payable shall be due in respect of any suspension.

4. The Customer may give notice to terminate its subscription at any time, with termination taking effect on the last day of the current billing period. As set out under "Payment of Fees", fees are charged in arrears, so giving notice during a billing period does not prevent the fee for that period from being charged. Mintly retains authority to charge the Customer's payment method for that period after termination has been requested or has taken effect, and no usage of the Services during that period is required for the fee to be due.

5. On suspension or termination of this Customer Licence for any reason:

   1. the Customer shall cease to use the Services, including through any Customer Application;

   2. Mintly shall not be required to refund any subscription fees already paid; and

   3. the Customer's API key will be deactivated.

Effects of Termination

Termination of this Customer Licence does not affect any rights, obligations or liabilities of either party that have accrued before termination. The Customer shall pay Mintly any amounts due to it. The sections headed "Customer Applications and End Users", "Limitation of Liability", "Effects of Termination" and "General" survive termination.

Notices

Operational communications will be sent by Mintly by email to the Primary Contact specified in the subscription. Any other notice shall be sent by first class post, email or other appropriate means. A notice sent by first class post is deemed received 48 hours after posting, and a notice sent by any other means is deemed received 24 hours after sending.

Availability of the Website and Disclaimers

This section applies to the website www.mintly.uk (the "Website") and any free tools or information made available on it. The Services themselves are governed by the sections above.

1. The Website, and any free tools or information on it, are provided "as is" and on an "as available" basis. To the maximum extent permitted by law, Mintly gives no warranty that the Website will be free of defects or faults, and no warranty (express or implied) of fitness for a particular purpose, accuracy of information, compatibility or satisfactory quality. Mintly is under no obligation to update information on the Website.

2. While Mintly uses reasonable endeavours to keep the Website secure and free of errors, viruses and other malware, it gives no warranty in that regard. Users are responsible for their own security, that of their personal details and that of their devices.

3. Mintly accepts no liability for any disruption to or non-availability of the Website.

4. Mintly reserves the right to alter, suspend or discontinue any part or the whole of the Website. These Terms continue to apply to any modified version of the Website unless expressly stated otherwise.

General

1. The Customer may not transfer any of its rights under these Terms to any other person. Mintly may transfer its rights under these Terms where it reasonably believes the Customer's rights will not be affected.

2. Mintly may vary these Terms from time to time. Revised Terms apply from the date of publication. Customers should check these Terms regularly to ensure familiarity with the current version.

3. These Terms, together with the Privacy Policy, the Data Processing Addendum and any Reseller or Partner Agreement, contain the whole agreement between the parties relating to their subject matter and supersede all prior discussions, arrangements and agreements.

4. The Contracts (Rights of Third Parties) Act 1999 does not apply to these Terms, and no third party (including any End User) has any right to enforce or rely on any provision of them.

5. If any court or competent authority finds any provision (or part of a provision) of these Terms invalid, illegal or unenforceable, it shall be deemed deleted to the extent required, and the remaining provisions shall not be affected.

6. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy shall be deemed a waiver of that or any other right or remedy.

7. These Terms are governed by the law of England and Wales, and all disputes arising under or in connection with them (including non-contractual disputes or claims) are subject to the exclusive jurisdiction of the courts of England and Wales.

Data Processing Addendum

To comply with Article 28 of the UK GDPR, Mintly's Data Processing Addendum (DPA) sets out the terms governing how Mintly processes personal data provided to it. The DPA applies to all users of the Services, including those on paid subscriptions and free trials, and users of the free tools available on the Website.

Mintly Ltd details

Mintly Ltd is a company incorporated in England and Wales with registered number 14347501, whose registered address is 86-90 Paul Street, London, EC2A 4NE. It operates the Website www.mintly.uk and can be contacted by email at info@mintly.uk.