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Last Update: 31 January 2020

This document (the "Agreement") sets out the contract agreed between VERGE CAPITAL LIMITED (hereinafter "Verge", "we", "us", "our", or the "Supplier") and any party ("you", "you", "yours" or the "Customer") which seeks to use the services, as described herein (the "Services"). The Agreement details the rights and obligations of both the Supplier and the Customer with respect to the Services. By signalling your acceptance of the Agreement (by checking "I agree", "I accept" or otherwise) on a website interface or other platform provided by the Supplier, the Customer undertakes to be bound by the Agreement as does the Supplier.

These terms apply to both those who access information provided on our website (the "Website") and mobile application(s) (the "App"), as well as persons who obtain any of the Services ("Members"). Those who use the Website and/or App only, without using the Services shall be classed as "users" (each a "User"). For the avoidance of doubt "Users" should be seen to include "Members".

This Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) contains the only legally binding terms between you and us regarding the Services and supersedes and replaces, where relevant, all other contracts between you and us with respect to the Services.

Note that where you act for another person, by agreeing to be bound by this Agreement, you also confirm that you have the requisite permission and consent of that person to act on their behalf, such person adheres with the terms of this Agreement, and this Agreement shall be considered as binding on that person as though they had entered into it personally.

Note further that this Agreement relates to Customers (anticipated to be individuals) receiving the Services and not such other works, activities, or acts undertaken by Verge for its commercial partners, such as financial institutions and other commercial entities and organisations.

1. SERVICES

MEMBERS

Services are provided to Members through a dedicated online portal (each an "account", to be distinguished from a "payment account" maintained at a Customer's financial institution) delivered via the Website or App by Verge and through a profile feature created for that Member. Services shall include a combination of one or more of the following:

Account Aggregation (see regulatory status below)

Collating of information concerning a Member's cash flows through one or more payment accounts to provide a single, aggregated, unified, overview of cash flows.

Financial Behaviour Score

Providing metrics concerning the Financial Behaviour of a member("Financial Behaviour Score") on the basis of analysing cash flows through payment accounts assessed and by considering factors commonly applied by lending institutions in that member's region or more generally to indicate likeliness to default.

Financial Behaviour KPI

Providing feedback as to the changes in the financial behaviour of a member on the basis of their transactional behaviour over time, derived from analysing cash flows through payment accounts accessed and by considering factors commonly applied by lending institutions in that member's region or more generally to indicate likeliness to default.

Budgeting

Providing information and tools to members so as they may improve their financial behaviour Score, including, savings and maximum spending targets, etc.

USERS

Website & App

Providing the Website and/or App via IOS, Android, and/or commonly used web-browsers or otherwise, through which information and certain of the Services may be provided, subject to the terms of this Agreement and any further conditions posted on either, and as updated by Verge from time to time.

2. REGULATORY STATUS

Verge provides its' Services in accordance with a range of laws, regulations, and official standards, in certain circumstances under the oversight and supervision of regulatory authorities.

Account Information Services provided are lawfully undertaken by virtue of our registration with Central Bank of Ireland (which has attributed us Registration Number [630528]) in accordance with the provisions of the European Union (Payment Services) Regulations 2018 (S.I. No. 6 of 2018). All other services, including financial behaviour assessment, are not regulated in such a manner and users are advised of such in terms of considering the scope of the activities for which we are registered with Central Bank of Ireland.

3. Data Collection, processing, and Permissions

Verge will be the controller of your personal data where provided to us by you, or otherwise collected or processed by us, in relation to the Services.

The collection, use, and sharing of personal data associated with Customers is subject to the terms of our Privacy Policy and Cookies Policy, which are detailed on the Website.

4. REQUIREMENTS, RESTRICTIONS, RIGHTS, AND LIMITATIONS ON LIABILITY

REQUIREMENTS

We will provide the Services in a professional manner, to the best of our ability, and with as minimal degree of interruption and/or error as is reasonably practicable.

We will proactively seek to identify any security concerns or failures in our systems and process and patch and/or remediate them to the extent possible as soon as reasonably practicable.

We will advise you of any intrusion into and/or unauthorised access to your data and proactively seek to remedy the same without delay.

You must be the owner or otherwise have authorisation to use and supply details of any and all payment accounts associated with the Services throughout the time you receive Services from us. You must cancel your account immediately upon your ceasing to own or otherwise have authorisation to use such payment accounts.

You, at the outset and for the duration of this Agreement, provide us with full, meaningful, and ongoing consent and authority to access and process all payment accounts notified by you to us to engage in the provision of the Services, and you consent with our making representations in this regard to your payment institution(s)

Where you choose to supply it, you must provide us with original or true likenesses of both your: (a) current, valid, Government-issued identify document(s); and (b) proof of address document(s) of the nature outlined by us from time to time to open your account, and whenever requested throughout the period during which you receive the Services.

You must keep your contact information updated at all times.

You must create, use, and keep confidential a strong password to access your account, and you are responsible for the security of said password and the account.

You must report any instances of misuse or irregularities on your account to us without delay.

RESTRICTIONS

You must not create an account or otherwise receive services from us on the basis of false information or information which you do not have full rights and permission to use.

You must not interfere with, bypass, or evade any security protocols or access restrictions imposed by Verge from time to time.

You must not use, interrogate, or otherwise investigate the Services in any way other than to determine your own personal financial attributes and performance from time to time, in a non-professional capacity. For the avoidance of doubt, you (nor anyone else acting on your behalf) shall not use the Services for profit, for the development or use of any other activities, to derive any source code (where not open source), or any other purpose other than with the express and ongoing consent of Verge.

You must not release, distribute or otherwise disclose information made available through your Account in a way which identifies Verge, or products or services, other than with the express and ongoing consent of Verge.

You must access our Services, including your account, personally, and not using any bots or AI functionality, without our express and ongoing consent.

You may not novate, assign, or otherwise transfer this Agreement, including the benefit thereof, without the express consent of Verge, as evidenced in writing.

You must not transgress our intellectual property rights, or those of any of our partners or service providers, including those to our trademarks/our know-how/processes, etc.; and you must not use our Services for the purpose of simulating their functionality or appearance, or overlaying or modifying the same. We reserve all of our intellectual property rights to the extent we can do so by law and our performing the Services should not be seen to in any way restrict, limit, or take away from said rights.

You must not link (including deep link) our Services without our express and on-going consent.

You must not cause any disruption to the Services, including through dedicated denial of services attack, spamming or any other methodology or technique.

RIGHTS

Either party may provide the other with communications, messages, and other notices required under this contract using the details provided to the other through the Website / functionality associated with an account. In the case of Verge, the address for forwarding legal notice shall at all times be as displayed on the website.

We may, at any time and without notice, alter or cease to provide the Services.

We may limit use of the Services by any or all Users to the extent permissible by law, and, in that context, may suspend or terminate your account.

You may terminate this Agreement by deleting your account with us in accordance with the protocols for doing so provided on the Website and/or in the App (noting, of course, that Verge will retain certain data associated with the Services where permissible by law and, where personal data, in line with our Privacy Policy), and see clause 6 below with respect to further matters relating to termination.

If either we or you do not act immediately to enforce a breach of this Contract, such is not to be taken as a waiver of the relevant party's rights and the non-breaching party will not be considered by the other to have waived its right to enforce this Agreement.

LIMITATIONS ON LIABILITY

Neither Verge, nor any of its affiliates or related parties make any warranty, representation, or commitment as to the nature of the Services other than that they will be provided on an "as is", "non-exclusionary" and "as available" basis. Whilst Verge will use all reasonable endeavours to deliver a good, fair, and reliable service, Verge, to the greatest extent permissible by law, disclaims any and all warranties with respect to title, accuracy, merchantability or fitness for a particular purpose.

Further, Verge, nor any of its affiliates or related parties shall not in any circumstances be liable, in the context of this Agreement or the Services associated with it, for loss of profits, commercial opportunities, reputation, or other consequential, indirect, or remote damages or any damages of a special or punitive nature.

These limitations form a material part of the basis of the bargain between you and us and any claim shall be subject to them to the extent permissible by law.

5. ALTERATION TO TERMS

Verge may amend the terms of this Agreement, including our Privacy Policy and Cookies Policy and other documents incorporated into the Agreement by reference, from time to time on notice to you. We will, in all circumstances, provide you the opportunity to review any change(s) before such alterations become effective and no such changes shall have retrospective effect. Should you not agree to the terms of our Agreement with you, as revised in this manner, you are entitled to cease receiving the Services from us and to close your account. Any continued use of the Services after we notify you of changes to the Agreement shall be taken by us as an indication of your consenting to the updated terms as of their effective date.

If a court, regulatory authority, or quasi-judicial body with requisite power and competent jurisdiction over the terms of this Agreement finds any part of it to be incapable of being enforced, you and Verge agree that any modification ordered shall be restricted to what is strictly necessary and otherwise, the Agreement shall continue in force absent the unenforceable provision(s) other than where terminated by either of the parties, or altered in accordance with its terms.

6. TERMINATION

Either or both of you and Verge can terminate this Agreement at any time on providing notice to the other party - and your closing your account shall be considered notice of termination on your part. Where the Agreement is terminated by way of your closing your account, it shall terminate when the account is closed, otherwise, termination shall take place on such date as is proposed by the terminating party.

Whilst this Agreement shall, generally, cease to be in effect upon termination, clauses 4 (Requirements), 4 (Restrictions), 4 (Rights), 4 (Limitations on Liability), and 7 (Law of Contract) shall survive termination and continue to apply.

7. LAW OF CONTRACT

Both parties agree that disputes with respect to this Agreement shall be subject to the exclusive jurisdiction of the Courts of Ireland and the laws of Ireland, with the exception of conflict of laws rules – where necessary. Both parties acknowledge and agree that any and all claims and disputes shall be litigated or otherwise handled by the Courts of Ireland and both agree to the jurisdiction of the Irish Courts.