Terms of service

1. ABOUT DEPOSITMATE LTD

DEPOSITMATE LTD (hereinafter – the Company), is a company incorporated under the laws of England and Wales with registration number 11825276 with a Registered Address at 34, Westway, Caterham On the Hill, Surrey, England, CR3 5TP.

The Company is registered with the Financial Conduct Authority (“FCA”) under Firm Reference Number: 913740, in accordance with the Payment Service Regulations (“PSRs”) to carry on payment services activities as a Small Payment Institution (“SPI”).

2. SUBJECT

2.1. The Parties to these Terms of Use and participants in each transaction are an individual person or legal entity (hereinafter – the ‘Customer’ or ‘You’) and the Company.

2.2. The Company is not involved in the handling of the sale of goods or services between the Parties, the purpose of the Company is only facilitating the holding of the deposit as agreed between the Parties. Customers hereby agree to hold open the opportunity to complete the purchase of the goods or services in accordance with the terms of the individual contract between the buyer and seller and these Company Terms.

2.3. These Terms of Use describe and govern issues, rights and obligations when using the Company’s services: use of the Company’s System (“the System”) and other related services as referred to herein. Together with any other terms and conditions referred at www.depositmate.com, hereinafter – ‘the Website’), these Terms of Use constitute the entire and whole legal relationship between you and the Company and the framework contract in the meaning of the PSRs.

2.4. Registration and use of the Company’s systems means You accept all the terms of these Terms of Use. When You accept these Terms of Use, the Company will request certain information so that the Company may identify You and can comply with all applicable anti-money laundering requirements. The Company shall keep records of such information and documents in accordance with all applicable legal and regulatory requirements.

2.5. Before executing a transaction or carrying out services, the Company may at its discretion carry out various checks with a view to the avoidance of money laundering and / or fraud.

2.6. These Terms of Use were originally prepared in English language. In the event of their translation into other languages and inconsistency or discrepancy between the English language version and any other language version of these Terms of Use, the English language version shall prevail.

2.7. These Terms of Use shall remain in force for an indefinite period but may be terminated in accordance with clause 23 below.

2.8. At Your request, these Terms of Use shall be provided to you in hard copy or via another medium. 3.

3. COMPANY SYSTEMS

3.1. The Company system is an electronic facility which enables You to place or request deposits. The System is not a bank account and the money held therein will not earn any interest. The Company is not a bank, the System is not insured by any government agency, the Company is not subject to banking regulations.

3.2. The funds detailed on the System belong to the person and / or legal entity who is or are party to the deposit(s) (collectively, “the Parties”) in accordance with the terms of the contract between buyer and seller. No person other than the Parties has any rights in relation to the funds held on the System, except in cases of succession. You may not assign or transfer Your deposit to a third-party or otherwise grant any third-party a legal or equitable interest over it.

3.3. The System is for use in Pounds Sterling (“GBP” or “£”) only, and any exchange into a different currency after the deposit is released from the system will be for the Parties to undertake and the Company will not be liable for any difference in value following exchange.

3.4. The Company bears responsibility for the funds under processing, i.e., the Company is not liable for the funds before the commencement of the payment transaction and / or after the payment transaction is completed.

3.5. The Company will hold all customer funds separated from any other funds that it holds.

3.6. The Company guarantees that no person other than the Company may have any interest in or right over customer funds placed in a separate account except as may be provided by the regulations.

3.7. The Company will keep a record of any customer funds placed in a separate account.

3.8. The Company guarantees that no person other than the Company may have any interest in or right over the proceeds placed in a separate account.

3.9. The separate account will not be interest bearing, and the Company has no obligation to obtain any interest nor account to the Parties for interest, on any funds held.

3.10. All payments due from the Parties to the Company and processed under these Terms of Use shall be paid in full without the right of set-off.

3.11. You acknowledge and agree that the Company service operates solely and independently as a deposit payment intermediary and that the Company does not function as a seller, buyer, dealer, retailer, broker, agent, auctioneer, supplier, distributor, middleman, manufacturer, or merchant of any product or service being ordered, obtained or procured by any funds processed through its services, and makes no representations or warranties and does not ensure the quality, safety or legality of any product or service purchased with the deposits received through the Company Services.

3.12. You acknowledge and agree that any dispute regarding any product or service purchased or procured by any funds requested or received on Account through the Company Services or any transaction involving the Company Services is between the sender and receiver of the funds and / or the supplier and receiver of the goods or services. Any transaction connected with the products and services offered by the merchant shall only obligate the Customer. The Company shall not be a party to any resulting dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the offered / purchased / received products and services by the Customer. You shall fully indemnify the Company against any claim by third parties relating to the use of the services offered and shall indemnify the Company in full for the costs, expenses, losses or damages of any proceedings in which they are involved.

4. REGISTRATION

4.1. To use the Services, You must first register by providing your details on the Website by completing the Registration Form. As part of the signup process You accept these Terms of Use and You must have legal authority to do so. If You complete the process successfully, You will obtain the registration data for Your new Account. The detailed information will be sent to your registered email address and will be indicated on the System screen immediately after registration.

4.2. In accordance with legislation governing the Company’s Anti-Money Laundering (“AML”) and Countering Financing of Terrorism (“CFT”) Compliance requirements, You may not initiate any deposit with a value of £750 or over until You provide the Company with the documents and information needed to verify Your identity. This verification data shall include a photocard Proof of Identity (e.g., Passport, Driving License), and a Proof of Address no more than three [3] months’ old (e.g., utility bill, bank statement, council tax bill etc.). We will not accept credit card statements as proof of address. For clarity, this requirement does not apply for deposits under £750.

4.3. The Company’s Services are currently only available to those Consumers that are ordinarily resident in the United Kingdom. 4.4. All information You provide to the Company must be accurate and truthful.

4.5. For the verification purposes, You may be requested to supply a specimen of Your signature.

5. MAINTENANCE

5.1. You must ensure that the information recorded during the registration process or any time thereafter is always accurate, truthful and up to date and You shall notify us promptly, but not later than within one month, of any changes in such information. The Company shall not be liable for any loss arising out of Your failure to do so. As per our AML / CFT obligations and internal procedures we may ask You at any time to confirm the accuracy of Your information or to provide documents or other evidence.

5.2. You must not provide any name or bank account that You are not legally authorised to use, and the Company is entitled to rely upon Your acceptance of these terms as confirmation of Your authority to provide information.

5.3. Operations related to the deposit of funds are displayed in Your online transaction history. Each transaction is given a transaction ID and shown in the transaction history. You should quote this transaction ID when communicating with us about a transaction. You should report any irregularities or clarify any questions you have as soon as possible by contacting Customer Services.

5.4. Reports, statements, notices, and any other communications will be transmitted to You electronically by posting to your System Account or via registered email to Your registered email address. You can request 4 the communications to be sent to You by post. All communications so sent shall be deemed transmitted by the Company when posted and deemed delivered to You personally, whether received by You or not.

5.5. If the Company has made attempts to contact You using the contact details You have supplied but are unable to reach You, the Company will be entitled to terminate any transaction immediately and without notice to You notwithstanding and without prejudice to any other remedy and power available to the Company and without liability of any kind being incurred by the Company for so doing. In such a situation, You will remain liable for any losses incurred by the Company or the Parties because of such termination.

6. KEEPING YOUR DETAILS SAFE

6.1. The registered email address and the Password are used to log on to the System. Short-term temporary, random PIN or ID codes will be generated for registration and deposit management purposes i.e., they are unique codes that will expire and thus invalidate after a set period. You must take all reasonable steps to keep Your registered email address, the Password, any codes, login to and telephone password used for communications with the Company (collectively – the Credentials), safe at all times and never disclose it to anyone.

6.2. Anyone who identifies themselves by entering the Credentials is thus reasonably assumed by the Company to be the Customer and all transactions so initiated will be accepted as valid and authorised by You. The Company will be under no obligation to make enquiries as to whether the instructions are genuinely from You if the Company reasonably believes they are, and You agree that the Company may accept such instructions as being genuine and You also agree to be bound by the terms and conditions of these Terms of Use regarding such instructions.

6.3. You must take all reasonable care to ensure that Your registered email account as part of the Credentials is secure and only accessed by You, as Your registered email address may be used to reset other Credentials or to communicate with You about the security of Your registration. In case Your registered email address is compromised, You should without undue delay after becoming aware, contact Customer Services and contact Your registered email service provider.

6.4. In relation to Your Credentials, You hereby acknowledge and undertake that:

(a) You will be responsible for the confidentiality and use of Your Credentials;

(b) You will not disclose Your Credentials to persons other than your authorised representatives for any purpose whatsoever;

(c) The Company may rely on all instructions, orders and other communications entered using valid Credentials, and You will be bound by any transaction entered or expense incurred on the Your behalf in reliance on such instructions, orders and other communications; and

(d) You will immediately notify the Company’s Customer Services if You become aware of the loss, theft, or disclosure to any third party or of any misappropriation or unauthorised use of Your Credentials.

6.5. Our staff will never ask You to provide Your Password or PIN to us or to a third party. Any message You receive or website You visit that asks for your Credentials, other than www.depositmate.com, should be reported to us. If You are in doubt whether a website is genuine, You should contact our Customer Services. You must never allow anyone to access or watch You accessing Your registration.

6.6. If You have any indication or suspicion of Your Credentials being lost, stolen, misappropriated, used without authorisation, or otherwise compromised, You are strongly advised to change your Password. You must contact Customer Services without undue delay on becoming aware of any loss, theft, misappropriation or unauthorised use of Your Credentials. Regardless of Your notification, You shall be liable for any losses as a result and You agree to indemnify and hold the Company, its affiliates, employees, agents, successors and assigns harmless from and against all liabilities, losses, damages, costs and expenses, including professional fees, incurred by us arising out of Your failure to fully and timely perform Your obligations herein or should any of the representations and warranties fail to be true and correct. You also agree to pay promptly to us all damages, costs, and expenses, including attorney’s fees, incurred by us arising out of Your failure to fully and timely perform Your obligations herein.

6.7. The processing of Your data is governed by our Privacy Policy which can be found on the Website. By accepting these Terms of Use, You also agree to the terms of our Privacy Policy.

6.8. You agree that the Company has the right to monitor the Company network electronically from time to time to operate the system properly. We may suspend Your registration or otherwise restrict its functionality on reasonable grounds relating to its security or any Credentials or if we reasonably suspect that an 5 unauthorised or fraudulent use of Your registration has occurred or that any Credentials have been compromised. We will notify You of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying You would be unlawful or compromise our reasonable security interests. We will lift the suspension and / or the restriction as soon as practicable after the reasons for the suspension and / or restriction have ceased to exist. Further, if we believe that You supplied Your Credentials to other persons in breach of subparagraph above, then we may terminate these Terms of Use immediately or take such other action as we may determine in its sole and absolute discretion.

6.9. You shall be solely responsible for providing and maintaining any equipment and software and for making all appropriate arrangements with any telecommunications suppliers or, where access is provided through a third-party server, any such third party, necessary to obtain access to Your registration. Neither we nor any company maintaining, operating, owning, licensing, or providing services to us, makes any representation or warranty as to the suitability or otherwise of any such equipment, software, or arrangements.

6.10. Irrespective of whether You are using a public, a shared or Your own computer to access Your registration, You must always ensure that Your login details are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the computer You are using. You are solely liable for all risks associated with accessing Your registration on an unsecure computer, and the Company will not be held liable for any loss or breach You may experience.

7. GENERAL TERMS OF DEPOSITS

7.1. Authorisation of deposits. The Customer is required to give consent to authorise the placement of a deposit. Any deposit may be authorised by the Customer through entering their Credentials and confirming the transaction. The Customer agrees that by pushing the ‘Confirm’ button, You give consent for the transaction to be processed.

7.2. Release of a deposit. The Customer is required to give consent to authorise the release of a deposit. Any release may be authorised by the Customer through entering their Credentials and confirming the release. The Customer agrees that by pushing the ‘Confirm’ button, You give consent for the transaction to be processed.

7.3. Withdrawal of consent and revocation of a deposit. This is governed by the Company’s policy on Disputes which can be found in Section 21 of these Terms.

7.4. Payment of a deposit. The Company will make payments of approved deposits for release within one [1] working day i.e., if the incremental time of a deposit payment does not fall on a business day or is received by the Company after 5pm [17:00], the payment order is deemed to have been received on the first business day thereafter.

7.5. Refusal of deposit payments. Where the Company refuses to execute a deposit payment e.g., for prohibited items such as for example, tobacco products, pornography etc., it shall notify the Parties of (a) the refusal; (b) if possible, the reasons for such refusal; (c) where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure for rectifying any factual errors that led to the refusal. The notification specified above shall be given at the earliest opportunity, and in any event by the end of the next business day following the refusal. The Company is not required to notify the Parties where such notification would be otherwise unlawful. The deposit payment of which execution has been refused is deemed not to have been received and will be returned within one [1] working day from the point of determination by the Company, subject to the timing of the refusal.

7.6. Time limitations on outstanding deposits. If an application for the release of a deposit is made and not actioned by the other Party within twenty-eight [28] days of the application, the deposit status defaults to approved and the deposit is released to the requesting Party.

7.7. Value date and availability of funds. The credit value date for the buyer’s deposit shall be no later than the business day on which the amount of the deposit is credited to the account of the Company.

7.8. Time of cut-off for the receipt and dispatch of electronic payments are specified by banks. The Company is not responsible for any delay in onward payment attributable to the late arrival of funds or instruction of payment relative to the cut-off times of the bank at which the seller’s payment account is maintained.

7.9. The Company will provide You with the information on historical and pending deposit transactions. Access to this information will be via your personal dashboard accessed using your Credentials 6.

7.10. Each Party must agree and confirm that the terms of the individual deposit contract are fair and achievable, and the Company will not be providing any advice, comment, or authority as to the validity of any contract.

7.11. Each party confirms that the deposit amount is fair and reasonable when considering the potential for losses that may be incurred by the seller of the goods or services e.g., lost customers / buyers, advertising costs, time, and effort.

8. PLACING DEPOSITS

8.1. You can place a deposit by visiting the Website, registering Your details, and following the relevant deposit instructions on the Website.

8.2. For the purposes of a deposit transaction, the Company is a payment recipient and not a payment service provider.

8.3. When You register, it contains only one default currency pocket which is denominated in GBPs. Currently, the Company does not provide multi-currency deposit functionality.

8.4. You may need to provide other information or to complete other activities that we may reasonably require ensuring proper authorisation of a deposit transaction.

8.5. Deposits will be considered as placed after the funds have been received by the Company.

8.6. Deposits placed with transactions by direct banking may be subject to reversal. If Your deposit does not reach us within twenty-four [24] hours of the payment instruction, the deposit will be considered as not having been placed.

8.7. You must not make a deposit through a bank or other payment institution if You are not the named holder of the account in such bank or payment institution.

8.8. Deposits may be subject to deposit limits due to security and legal requirements of the bank or payment service provider through whom You choose to process Your payment instrument to the Company. These limits are set dynamically depending on the upload method You want to use. You can view these limits at the website of the relevant payment service provider. The Company will not be liable for any limits placed on deposits, and this information is deemed to be readily available in the public domain.

8.9. Deposits may be subject to third-party payment service provider’s fees depending on which deposit method and payment instrument You choose. You will need to ensure that You cover these fees in order that the full value of the deposit agreed between the Parties is received by the Company.

8.10. The Company is entitled to deduct its service provider fees from the deposit funds lodged, and it is therefore for the Parties to ensure that there are sufficient funds for both the service provider fees and deposit balance.

9. PROHIBITED TRANSACTIONS

9.1. The Company is not to be used for property rental deposits. If it is established that the service has been used for a property rental deposit such as by a residential landlord, then the deposit will automatically be returned to the sender minus the Company’s fee for administrative costs.

9.2. Notwithstanding 9.1, the System may be used to reserve a date for a holiday letting but must not be used to safeguard the condition of the property during the stay.

9.3. The Company strictly prohibits deposits as consideration for the purchase, sale, or supply of the following:

− Any item that violates any law, statute, ordinances, or regulations in place from time to time;

− Tobacco products;

− Prescription drugs, drugs, and drug paraphernalia (including narcotics, steroids and certain controlled substances that present a risk);

− Weapons (including without limitation, knives, guns, firearms, or ammunition);

− Satellite and cable TV descramblers;

− Pornography (including child pornography or related hardcore content or services of any kind);

− Adult material;

− Material which incites violence, hatred, racism or which is considered obscene;

− Government IDs and licences including replicas and novelty items and any counterfeit products;

− Unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses, illegal sports betting, casino games and poker games);

− Unregistered charity services;

− Items which encourage or facilitate illegal activities, the purchasing of prepaid debit cards or other stored value cards that are not associated with a merchant and are not limited to purchases of products or services;

− Third-party processing or payment aggregation products or services; multi-level marketing, pyramid selling or Ponzi schemes, matrix programmes or other “get rich quick” schemes or high yield investment programs;

− Goods or services that infringe the intellectual property rights of a third-party (trademark, patent, copyright);

− Uncoded / miscoded gaming, timeshares, or property reservation payments (On and Off Plan); and

− Any services utilised for fraud or money laundering. The Company will report any suspicious activity to the relevant law enforcement agency. You are prohibited from using the Company’s Systems to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides.

9.4. The above list is intended as an example only and is not exhaustive, the Company reserves the right to add to, remove from, or update the list of prohibited transactions at their sole discretion.

9.5. The Company’s services are only available for citizens ordinarily resident in the United Kingdom.

9.6. If You conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section, the Company reserves the right to:

− Reverse the transaction; and / or

− Close or suspend Your registration; and / or

− Report the transaction to the relevant law enforcement agency; and / or

− Claim damages from you; and

− Charge You an administration fee of as per our fee schedule in case we apply any of the above.

9.7. You shall bear full responsibility with respect to the deposit executed with the persons or entities for the sale or supply of goods and services that you may provide or receive in compliance with any applicable laws and regulations. Use of the Company’s Systems shall not be considered as the proof of the fact that a Party to a transaction provides its services on legal bases. If you are in doubt as to the legality of a supply or purchase, you should not continue with your deposit.

10. UNAUTHORISED ACCESS

10.1. The Customer is liable for all losses incurred in respect of an unauthorised placement or request for release of a deposit where the Customer has with intent or gross negligence failed to comply with their security obligations regarding the Customer’s Credentials.

11. FEES

11.1. The Company will charge a fee of 5% of the total value of the deposit transaction above twenty pounds [£20]. Any deposit equal to or below twenty pounds [£20] will be incur a minimum fee of one pound [£1] per deposit transaction. All deposits are charged on the deposit total at release. Both Parties are expected by the Company to account for this fee in their transaction as required.

11.2. Fees applicable to deposits are disclosed in the “Fees” section of the Website. The Fees may be changed or amended by the Company at any time in its sole discretion.

11.3. You hereby agree and acknowledge that the Fees due from You to the Company will be deducted once the deposit is executed and You hereby authorise the Company to do the same and these Fees (charges) are clearly stated in the information provided by the Company to You.

11.4. The Company will not be liable to the Parties for any disparity or reduction in the deposit funds released for transactions in which the Fees have not been accounted before transfer of the payment.

12. LIABILITY

12.1. In case of an unauthorised deposit or a deposit that was incorrectly executed due to an error by the Company, we shall immediately refund the payment amount including all fees deducted therefrom. This shall not apply:

(a) Where the unauthorised deposit arises from Your failure to keep the Credentials safe in accordance with these Terms. In this case You shall remain solely liable for all losses;

(b) If You fail to dispute and bring the unauthorised or incorrectly executed transaction to our attention within one [1] month from the date of the transaction.

12.2. The Company will not be liable for loss or damage to You caused or resulting from any of the following:

(a) An error regarding the deposit or the amount or any other such error or incomplete instruction received from You or incorrect details on the Registration Form;

(b) The goods or services that You purchased using the Company deposit service;

(c) The Company website has been attacked by or is subjected to any malicious software including without limitations DDOS attacks and other hacker’s activity.

12.3. The Company shall not be liable for any delay in deposit processing due to delays outside the Company’s direct control, such as on the banks’ or other third-party’s side.

12.4. The Company’s obligation under these Terms of Use is limited to providing You with a deposit facility and does not make any representations or warranties in respect to the quality, safety or legality of any goods or services that You purchase using the Company’s deposit service.

12.5. Without prejudice to any other terms of these Terms of Use relating to the limitation of liability and provision of indemnities, the following shall apply to provision of services under these Terms of Use:

i). System errors: The Company shall have no liability to the Customer for any partial or nonperformance of its obligations hereunder by reason of any cause beyond its reasonable control, for damage which the Company may suffer as a result of malfunction, disruptions or failure of transmission, communication or computer facilities, or any transmission errors, technical faults, malfunctions, illegal intervention in network equipment, network overloads, malicious blocking of access by third parties, internet malfunctions, interruptions, the failure by or impairments of intermediary service provider, or other third-party on which we rely for the performance of our obligations hereunder for any reason, to perform its obligations or other deficiencies on the part any internet services provided by the Company. The Customer acknowledges that any services may be limited or unavailable due to such system errors, and that the Company reserves the right upon notice to suspend access to any such services for this reason.

ii). Delays: Neither the Company nor any of its affiliates and / or third-party providers and / or suppliers accept any liability in respect of any delays, inaccuracies, errors or omissions in any data provided to the Customer regarding use of the Accounts.

iii). Viruses: The Company shall have no liability to the Customer (whether in contract or in tort, including negligence) if any viruses, worms, software bombs or similar malicious code items are introduced into the Customer’s information system via any service provided by the Company, considering that the Company has taken reasonable steps to prevent any such introduction.

iv). Unauthorised use: The Company shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of the services. Without derogating from generality of indemnification provisions under the these Terms of Use, the Customer shall indemnify, protect and hold the Company, its owners, subsidiaries, affiliates, employees, management and thirdparty contractors harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using the Account and / or any service using any designated passwords or other authentication and / or access details provided by the Company to the Customer, whether or not the Customer actually authorised such use.

v). Regulators: The Company shall not be liable for any act taken by or on the instruction of the Financial Conduct Authority or self-regulatory body or failure by such for any reason, to perform its obligations.

vi). In case any software and / or service of any third-party is used by the Company in the enforcement of any of the provisions of these Terms of Use, the Customer agrees to indemnify and hold 9 harmless such a third party for any claims, actions or suits, as well as any related expenses, liabilities, damages, settlements, costs or fees arising from the Customer use or misuse of the third-party software and / or service as a part of the Company services.

12.6. The Company shall not be liable for non-performance of its obligations hereunder due to any event beyond its reasonable control, including without limitation any industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or the failure by the relevant bank, intermediate agent, regulatory or self-regulatory organisation, for any reason, to perform its obligations.

12.7. The Company shall not be liable for any indirect or consequential losses including but not limited to loss of profit, loss of business and loss of reputation. We shall not be liable for any losses arising from Your compliance with legal and regulatory requirements

12.8. The Company shall not be liable for the assessment or payment of any taxes, duties or other charges that arise from the deposit transaction. You must indemnify the Company on a full indemnity basis for any tax, charge, levy, or duty raised by HM Revenue and Customs in respect of a transaction.

12.9. Indemnification / re-imbursement. You agree to defend, reimburse or compensate us and hold the Company harmless from any claim, demand, expenses or costs (including legal fees, fines or penalties) that we incur or suffer due to or arising out of Your or Your agents’ breach of these Terms of Use, breach of any applicable law or regulation and / or use of the services. This provision shall survive termination of the relationship between You and the Company.

12.10. Without prejudice to clauses above in these Terms of Use the Company’s total aggregate liability to You incurred regarding provision of deposit related services shall not exceed the amount of fees paid by You within six [6] months of using the Company services.

13. CUSTOMER REPRESENTATIONS AND WARRANTIES

13.1. The Customer represents and warrants that:

a. the Customer is of sound mind, legal age (18+ years old) and legal competence;

b. no person other than the Customer has or will have an interest in the Customer’s registration;

c. the Customer hereby warrants that regardless of any subsequent determination to the contrary, the Customer is suitable to enter these Terms of Use;

d. all the information provided in the information portion of the registration process is true, correct, and complete as of the date hereof and the Customer will notify the Company promptly of any changes in such information; and

e. the Customer is not placing / requesting deposits in connection with any illegal, fraudulent, deceptive, or manipulative act or practice and that the Customer is not sending or receiving funds to or from an illegal source.

13.2. The Customer hereby confirms and acknowledges their express consent to eliminate the confidential nature of all communications regarding without limitation any disputes, legal proceeding, public statements between the parties hereto or its results including courts or other dispute resolution schemes decision on the matter. The Customer further agrees that the Company may disclose on its sole discretion the contents of such communication where and when the Company deems it necessary.

13.3. The Company is entitled to rely upon the representations and warranties detailed within this section 13 without question, qualification, investigation, or verification of Your confirmation of these terms,

14. STATEMENTS AND CONFIRMATION

Reports of the confirmation of transfers and statements of accounts for the Customer shall be deemed correct and shall be conclusive and binding upon the Customer, if not objected to immediately upon receipt and confirmed in writing, within one [1] day after electronic transmittal to the Customer. Instead of sending deposit confirmations via post, the Company will provide the Customer access to view the Customer’s account at any time with an online login via the Internet.

15. COMMUNICATIONS

15.1. Reports, statements, notices, and any other communications will be transmitted to the Customer electronically by posting to the Customer’s registration or via email to the registered email address. All communications so sent shall be deemed transmitted by the Company when posted and deemed delivered to the Customer personally, whether received by the Customer or not. 10

15.2. The Customer shall use the following means of communication for the transmission of information or notifications to the Company: email to compliance@depositmate.com.

15.3. Receipt by the Company of correspondence you send will depend upon actual receipt.

15.4. These Terms of use are concluded in English language and any information or notifications under these Terms of use will be communicated in English.

15.5. The Customer has the right to receive the terms of these Terms of Use and information in accordance with Schedule 4 of the Payment Services Regulations 2017 at any time during the contractual relationship.

16. GOVERNING LAW AND JURISDICTION

16.1. These Terms of Use, and the rights and obligations of the Parties hereto, shall be governed by and enforced in all respects by the laws of England and Wales.

16.2. You agree that any civil action, arbitration or other legal proceeding between the Company or its employees or agents, and You arising out of or relating to these Terms of Use shall be brought, heard and resolved only by a court located in England and Wales except where prohibited by law. You hereby waive the right to have such proceeding transferred to any other location. No action, regardless of form, arising out of or relating to this Terms of Use or transactions hereunder may be brought by You more than one [1] year after the cause of action arose.

17. BINDING EFFECT

These Terms of Use shall be continuous and shall cover, individually and collectively, all relationships in respect to the Customer at any time opened or reopened with the Company irrespective of any change or changes at any time in the personnel of the Company or its successors, assigns, or affiliates.

These Terms of Use including all authorisations, shall inure to the benefit of the Company and its successors and assigns, whether by merger, assignment, consolidation or otherwise. Such assignment may be made without prior notification to the Customer and shall be binding upon the Customer and / or the estate, executor, trustees, administrators, legal representatives, successors and assigns of the Customer.

The Customer hereby ratifies all transactions with the Company prior to the date of these Terms of Use and agrees that the rights and obligations of Customer in respect thereto shall be governed by the terms of these Terms of Use.

18. TERMINATION

18.1. These Terms of Use shall continue in effect until termination and may be terminated by the Customer at any time when the Customer has no liabilities held by or owed to the Company.

18.2. These Terms of Use shall continue in effect until termination and may be terminated by the Company upon the service of two [2] months’ written notice of termination to the Customer; provided, that such termination shall not affect any transactions previously entered into and shall not relieve either party of any obligations set out in these Terms of Use nor shall it relieve the Customer of any obligations arising out of prior transactions entered relating to these Terms of Use.

18.3. The Company may at any time suspend or terminate Your registration without notice in the event of:

a. Your breach any condition of these Terms of Use;

b. You violate, or we have reason to believe that You are in violation of any law or regulation that is applicable to Your use of our services;

c. We have reason to believe that You are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity;

d. It becomes or may become unlawful for the Company to maintain or give effect to all or any of its obligations under the Terms of Use or otherwise to carry on the Service, or if the Company is requested to stop a transaction (or any part thereof) by any regulatory body or other authority that has jurisdiction over the Company‘s activities whether the request is legally binding or if the Company in its absolute discretion considers it desirable or necessary to do so for its own protection.

18.4. The Company may suspend your registration any time if:

a. We reasonably believe that Your registration has been compromised or for other security reasons; or

b. We reasonably suspect Your registration to have been used or is being used without Your authorisation or fraudulently; and we shall notify You either prior to the suspension or, if prior 11 notification is not possible under the circumstances, promptly after the suspension unless we are prohibited by law to notify You.

19. INDEMNIFICATION

The Customer agrees to indemnify and hold the Company, its affiliates, employees, agents, successors and assigns harmless from and against all liabilities, losses, damages, costs and expenses, including professional fees, incurred by the Company arising out of the Customer’s failure to fully and timely perform the Customer’s obligations herein or should any of the representations and warranties fail to be true and correct.

The Customer also agrees to pay promptly to the Company all damages, costs and expenses, including professional fees, incurred by the Company in the enforcement of any of the provisions of these Terms of Use and any other agreements between the Company and the Customer.

20. COMPLAINTS

20.1. If any conflict situation arises when the Customer reasonably believes that the Company, because of any action or failure to act, breaches one or more terms of these Terms of Use, the Customer has the right to file a complaint with the Company within two [2] Business Days after the grievance has arisen.

20.2. Any complaints relating to operation of the Company’s Services must be made via email to the following address: complaints@depositmate.com.

20.3. The Company endeavours to provide You with an answer or resolution to your complaint by the end of fifteen [15] Business Days after the day on which we receive the complaint from you however, in exceptional circumstances which are beyond our control, we may send you a holding response within fifteen [15] Business Days in order to investigate the incident, and a final response will be sent to you no later than thirty-five [35] Business Days from receipt of the complaint. We will send you a hard copy of the complaints procedure if you request one by writing to us or sending us an email and when we acknowledge receipt of a complaint from you.

20.4. If we cannot reach agreement on Your complaint, You may refer Your complaint to Financial Ombudsman Service at Exchange Tower, London, E14 9SR, United Kingdom. You can contact them by telephone on 0800 023 4567 Monday to Friday – 8am to 8pm, Saturday – 9am to 1pm or email: complaint.info@financial-ombudsman.org.uk. For additional contact details You may visit the website at www.financial-ombudsman.org.uk.

20.5. The Company will keep the records of all complaints we receive, and the measures taken for their resolution. the Company will retain these records for six [6] years.

21. DISPUTES

The Company will not review each individual contract made between Parties unless a dispute is raised.

21.1. Any disputes arising between Parties must be confirmed to the Company via the Company’s Systems as soon as possible.

21.2. The process of dispute resolution must also be governed by the Procedure for receipt and handling of customers complaints set forth in the Company’s Complaints Policy and any dispute must be adjudicated via the Company prior to any legal proceedings being issued by the Parties.

21.3. Both Parties confirm that they hereby authorise the Company to adjudicate over any subsequent dispute in the knowledge that a claim may be awarded to the other Party. The Company’s decision in relation to a dispute will be accepted by the Parties as final and binding.

21.4. Disputes will be judged on these Terms of Use and the Contract made between both Parties and the rationales provided. Due to the subjective nature of classified descriptions, the Company shall not consider advertising listings when adjudicating disputes.

21.5. Should a dispute be raised, then each Party to their individual Contract has seven [7] days to provide their rationale. Rationales must directly refer to the Contract made between the Parties and these Terms.

21.6. Should the dispute fail to be contested by the opposing Party to the individual Contract or should both parties fail to provide a dispute rationale, the deposit will be paid to the Party making the original claim and the dispute will be deemed “unopposed”.

21.7. The Company provides a service to assist buyers and sellers secure their arrangement up until the point of sale. Should a dispute be raised post-sale the Company will not be a party to nor will it take any action to resolve any such dispute.

21.8. The Company is not a compensation service, nor does it maintain any compensation service schemes.

22. CONSUMER RIGHTS ACT 2015

In accordance with Part 2 – Unfair Terms, section 64 – Exclusion from assessment of fairness, of the Consumer Rights Act 2015 (http://www.legislation.gov.uk/ukpga/2015/15/section/64/enacted), the Company asserts that it is excluded from the requirement to assess fairness under section 62 of the Act on the basis of:

(a) The bespoke Contract entered between the Parties specifies the main subject matter of the contract,

(b) The bespoke Contract entered between the Parties adequately assesses the appropriateness of the price payable under the contract by comparison with the goods or services supplied under it;

(c) All terms on the bespoke Contract entered between the Parties will be transparent and prominent;

(d) In compliance with Section 5. 13. 6 of the Competition and Markets Authority (“CMA”) Unfair Contract Terms guidance, a genuine ‘deposit’– which is a reservation fee and not an advance payment – may legitimately be kept in full as payment for the reservation.

A term on the bespoke Contract entered into between the Parties is transparent for the purposes of this Part of the Act if it is expressed in plain and intelligible language and (in the case of a written term) is legible and prominence for the purposes of this section is determined by whether it is brought to the Customer’s attention in such a way that an average Customer would be aware of the term.

Section 64(5) of the Act determines an “average consumer” as a Customer who is reasonably well-informed, observant, and circumspect.

23. THE CONSUMER CONTRACTS (INFORMATION, CANCELLATION AND ADDITIONAL CHARGES) REGULATIONS 2013

The Company is an FCA registered Small Payment Institution operating on behalf of both buyers and sellers whereby a fee is charged for the Company’s services. Consequently, due by default to the Company’s regulated status, it is captured by Clause 6(1)(b) of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Accordingly, the Parties hereby agree that no element of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 will be held as enforceable by either Party in relation to the holding (or reservation) deposit placed or requested by the Buyer or Seller (including tradespersons).

Tradespersons must be aware of their responsibilities under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and may need to provide to the purchaser additional documentation which may include details of advance payments for items such as for example including but not limited to; building materials, detailed credit arrangements where required etc., and under this legislation, must provide notice of a right to cancel to the purchaser in compliance with this Act.

As per Section 22(d) above, the Company’s Services and Systems are designed only to protect the holding (or reservation) deposit placed or requested by the Buyer or Seller (including tradespersons) on goods or services and does not represent nor must not be construed under any circumstances as any form of advance payment. The holding (or reservation) deposit is pre-agreed between the Buyer, Seller (including tradespersons) and Depositmate using the bespoke Contract entered by the Parties.

24. REFUND POLICY

Due to the nature of the business, no refunds are provided by the Company.

25. TERMS AND HEADINGS

The paragraph headings in these Terms of Use are inserted for convenience of reference only and are not deemed to limit the applicability or affect the meaning of any of its provisions.

26. RECORDINGS

You agree and acknowledge that all conversations between You and the Company staff may be electronically recorded with or without the use of an automatic tone-warning device.

You further agree to the use of such recordings and transcripts thereof as evidence by either party regarding any dispute or proceeding that may arise involving the Parties or the Company. You understand that the Company destroys such recordings on regular intervals in accordance with the Company established business procedures and You hereby consent to such destruction.

27. AMENDMENTS

27.1. These Terms of Use, the individual contract, and any attachments hereto together with other information related to the provision of its Services by the Company and contained on the Website embody the entire agreement of the Parties, superseding all prior written and oral agreements and there are no other terms, 13 conditions or obligations other than those contained herein. No waiver or amendment of these Terms of Use may be implied from any course of dealing between the parties or from any failure by the Company or its agents to assert its rights under these Terms of Use on any occasion or series of occasions.

27.2. You acknowledge that these Terms of Use are subject to amendment, modification or deletion if required by, or found to conflict with, applicable law or regulation or otherwise without affecting the validity or enforceability of the remaining terms and conditions. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms of Use, which shall continue to be valid and enforceable to the maximum extent permitted by law.

27.3. You understand, acknowledge, and agree that the Company may amend or change these Terms of Use at any time. The Company will provide You a Notice of any such amendment or change by posting the amendment or change to its Website or by sending an email message no later than two [2] months before the date on which they are to take effect.

27.4. You agree to be bound by the terms of such amendment or change on the date such amendment or change are to take effect, unless You notify the Company on the contrary before the proposed date of entry in force of the changes. If You object to the changes, they will not apply to You however, any such objection shall constitute a notice by You to terminate Your relationship with the Company.

28. PRIVACY

28.1. The Company will produce and maintain a Privacy Policy, which will be publicly available at the Company’s Website. In the event of any conflict between the Privacy Policy and these Terms of Use, the Terms of Use will prevail.

28.2. Unless (1) otherwise approved by Customer or (2) ordered by a court or arbitration body of acceptable jurisdiction, as determined by the Company, the Company shall not reveal Customer’s contact or identifying information or transaction history to any third-party.

29. ANTI-MONEY LAUNDERING POLICY

29.1. The Company participates fully in all government regulated anti-money laundering policies. Suspicious large deposits will be reported to appropriate government authorities if deemed necessary. Customers are required to keep their contact information current at all times. Any registrations found to contain incorrect, wilfully false and / or outdated information will be terminated. Customers may be required to verify their identity via government issued photo ID and other appropriate documentation as specified by the Company in its AML / CFT Policy prepared in accordance with Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 which can be found at https://www.legislation.gov.uk/uksi/2017/692/contents/made. All submitted documentation is held in the strictest confidence however, in cases of intentional abuse, identification or reasonable suspicion of any fraud or other illegal activities, any member participating, abetting or assisting in fraudulent and / or attempted fraudulent activities relinquishes all rights to privacy of personal information.

29.2. The Company is required to make a disclosure to the National Crime Agency where the Company knows or suspects that a transaction may involve money laundering or terrorist financing. If the Company makes a disclosure in relation to a transaction, the processing of any associated deposits may be delayed for an unspecified period, without explanation.

29.3. The Company may check Your personal data with fraud prevention agencies, credit reference agencies and other organisations. Information about such requests can be stored both in these organisations and held by us. If there is any check which will leave a mark on Your credit history, we will notify you before the search is undertaken. We may monitor and / or record telephone calls we have with you to help us improve the quality of service and for fraud prevention and detection purposes.

30. TRADEMARKS

30.1. The Company retains all rights, title, and interest in the trademarks and styles associated with the Company. You shall only use the Company trademarks with the express permission of the Company. You shall not use the trademarks in any manner that is disparaging to the Company. Under no circumstances may You alter, modify, or change the Company trademarks. This clause shall not be considered permission to use the Company trademarks.

30.2. All website designs, text and graphics, and their layout and arrangement and all intellectual property rights therein are the sole property of the Company. Any use of website materials, their reproduction, modification, distribution, or republication without express prior written consent is strictly prohibited.

31. ASSIGNMENT

The provisions of this Terms of Use shall be continuous and shall inure to the benefit of the Company, its successors and assigns, and shall be binding upon You and / or the estate, Your personal representatives, administrators and successors.

The Company may assign its rights and delegate its duties as to any or all transactions under this Terms of Use. You shall not delegate any obligations hereunder without the prior written consent of the Company and any attempt at such delegation without such consent shall be void.

32. TAXES

It is the seller’s responsibility to determine which, if any, taxes apply to the deposits received, and to report and remit the correct tax to the appropriate tax authority. The Company is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any transaction.

33. CONFIDENTIALITY

33.1. For purposes of this Terms of Use, “Confidential Information” means any information which is marked as “Confidential”; or (and) all information needed to disclose relating to registration process and usage of the Services, including Credentials, customer personal data, transactions, deposit methods, our correspondence, contact information, registration status; or would reasonably be regarded as being of a confidential nature.

33.2. The Parties agree that Confidential Information does not include any information that:

(a) Is or becomes publicly available through no fault of the Party;

(b) Is lawfully obtained from a third-party that was not under an obligation of confidence;

(c) Is approved for release in writing or electronically by the Party;

(d) Is documented to have been in Party’s possession prior to its disclosure by the other Party; and

(e) Is documented to have been developed by the Party independently of the other Party’s disclosure to the Party.

33.3. In the event a court order or regulatory or governmental agency requires the Party to disclose any Confidential Information, the Party shall immediately notify the other Party of such order or requirement. The Parties agree to cooperate in attempting to have such order or requirement nullified or restricted and, in any event, will disclose only such Confidential Information as specifically required by any such court order or regulatory or governmental agency.

The Parties agree to disclose any information without restrictions that is mentioned and in accordance with these Terms.

33.4. Each Party shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party, other than to its affiliates, alliances, partners, employees, agents, and consultants (including without limitation legal advisers, accountants) who need to know such information and who have agreed to maintain the confidentiality of the Confidential Information and not use any Confidential Information for the benefit of itself or any third-party or for any purpose other than purpose of the contract between the Parties.

The Parties shall protect the confidentiality and avoid the unauthorised use, disclosure, publication, or dissemination of the Confidential Information. The terms and conditions set forth herein shall also apply to any information and / or materials related to, or activities undertaken in connection with, carrying out such relationship, unless otherwise agreed to by the parties in writing.

34. DATA PROTECTION

34.1. The Company collects and retains information about You given to the Company in connection with Your registration to administer the System and provide You with Services relating to the deposits and the agreement(s). The Company will process personal data in accordance with Regulatory Requirements and current data protection law.

34.2. The procedure of the personal data processing (collection, storage, and use) and Your rights are set forth in the Privacy Policy of the Company. Except as required by legislature, or in accordance with these Terms of Use and our Privacy Policy, your personal data will not be passed to anyone without Your permission.

34.3. Upon registering with the Company, You give the consent for use of Your personal data in accordance with purposes and procedure as set forth in our Privacy Policy and applicable data protection law.

35. MISCELLANEOUS

THIS IS A LEGALLY BINDING AGREEMENT. YOU MUST CAREFULLY READ ALL THE ABOVE COMPLETELY AND COMPLETE THE CUSTOMER APPLICATION TO OPEN AN ACCOUNT.

Your consent and registration acknowledge that You have carefully read, in its entirety, and understood these Terms of Use, and that You agree to all the provisions contained therein. Your consent and registration further represent, warrants, and certifies that the information provided by you in the Customer registration process is correct and complete.

Your use of the System after registration will be construed as Your agreement to the content of these Terms of Use