Terms of Service for Businesses

Terms of Service - Corporates

For the Account Verification for Corporates UK

Version July 2026

1. Definitions

1.1 Affiliate: in relation to a party, any entity that directly or indirectly Controls, is controlled by, or is under common Control with that party from time to time.
1.2 Agreement: any contract which Customer enters into with SurePay, pursuant to which SurePay will provide a Service. Agreement shall be constituted to include these Terms of Service by reference. Where no other agreements are in place, Agreement shall be interpreted as these Terms of Service.
1.3 Business Days: a day, other than a Saturday, Sunday or national holiday in the Netherlands.
1.4 Control:  the control over an entity, by holding more than fifty percent (50%) of the nominal value of the share capital issued, or more than fifty percent (50%) of the voting power at general meetings, or the power to appoint and to dismiss a majority of the directors or otherwise to direct the activities of those persons.
1.5 Customer: the party who ultimately benefits from receiving the Service, who wants to have the details of its own customers, suppliers, creditors and debtors checked in order to reduce fraudulent and misdirected payments.
1.6 Data Protection Legislation: refers to any applicable data protection legislation to the performance of the Services, including, but not limited to: the EU GDPR (EU) 2016/679, UK GDPR and the Data Protection Act 2018.
1.7 EU Service: the account verification service as offered by SurePay in the European Economic Area and European Union, which shall be separated from the Services set out in these Terms of Service.
1.8 Force Majeure Event: any circumstance not within a Party’s reasonable control affecting, preventing or hindering the performance by a Party of its obligations under this Agreement arising from acts, events, omissions or non-events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster, but excluding any industrial dispute relating to SurePay, SurePay’s personnel or any other failure in SurePay’s supply chain, unless such failure in the supply chain itself was caused by a Force Majeure Event.
1.9 Insolvency Event: the declaration of a bankruptcy, winding-up, the appointment of a liquidator (other than in respect of a solvent liquidation), or an analogue procedure or step taken in any relevant jurisdiction.
1.10 Overage: the exceeded amount of checks outside a committed bundle or subscription.
1.11 Purpose: the intended use of the Service as set out in clause 3 and the Service Description included in Annex 1  of these Terms of Service.
1.12 Renewal Period: Each consecutive twelve (12) month period in which Customer makes use of the Services, which shall automatically renew upon expiry of the then-previous Renewal Period for as long as Customer has not cancelled the Services in accordance with Clause 12.3.
1.13 Response: The response provided by SurePay as part of the Service as detailed in the relevant specifications.
1.14 Request: The request provided by Customer to SurePay in order for SurePay to provide the Service, which SurePay will use to provide SurePay with a Response, as further detailed in the relevant specifications and these Terms of Service.
1.15 SaaS: Software as a Service.
1.16 Service:  the SaaS offered by SurePay that checks an account number in combination with other data in order to increase the certainty that a payment is transferred to or from the right person or company, as more specifically set out in the Agreement; also SurePay UK Account Verification Service.
1.17 Service Order: any relevant agreement detailing a specification of the Service, including its own set of rights and obligations, as agreed between the parties and to which these Terms of Service apply.
1.18 Software: the computer program used by SurePay to provide the Service.
1.19 Terms of Service: the terms and conditions as set out in this document.

Any singular definition set out in this article shall continue to retain its meaning when capitalised in plural form throughout these Terms of Service.

2. The Agreement

2.1 These Terms of Service shall apply to all deliveries of Service by SurePay B.V. statutory seat Utrecht with its principal place of business at Nicolaas Beetsstraat 222, 3511 HG Utrecht, registered at the Dutch Chamber of Commerce under number 77251733, or by an entity of the SurePay Group ex 2:24b BW designated by SurePay for such  delivery (hereinafter: ‘SurePay’) to you meaning the person accepting these Terms of Service (if entering into the Agreement as an individual) or the business employing the person accepting these Terms of Service (if entering into this agreement as a business of entity) (hereinafter: ‘Customer’).
2.2 The provisions of these Terms of Service shall prevail over the provisions of the Agreement in which they are declared applicable unless otherwise specified in the Agreement or agreed in writing.
2.3 Any other (general) terms and conditions of either party do not apply to the Agreement. The parties expressly stipulate that the 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply.
2.4 SurePay shall be permitted to update these Terms of Service at any time, upon giving notice to Customer. By continuing to consume the Services subject to these Terms of Service, Customer consents to be bound by the updated version of the Terms of Service.
2.5 The Agreement shall be exclusively governed by the laws of England and Wales.
2.6 Any dispute between SurePay and Customer with regard to the Agreement shall exclusively be submitted  to the courts of London, England.
2.7 SurePay is allowed to assign the Agreement to a third party. By continuing to consume the Services subject to these Terms of Service, Customer consents with such future assignment.

3. Description of Service

3.1 The SurePay UK Account Verification Service is intended to be used prior to payment authorisation, by enabling the verification of the alignment between the payee’s account identifier and the payee information provided by the payer prior to the execution and authorisation of a credit transfer in line with the Confirmation of Payee Rulebook and Confirmation of Payee Scheme. The Services may be applied either at the time of payment initiation or during beneficiary creation or maintenance, with the purpose of mitigating the risk of payment errors, misdirected payments, and certain forms of payment fraud, with the objective of reducing payment errors and enhancing confidence in credit transfers. The SurePay UK Account Verification Service is designed to provide informational verification results to the payer or the payer’s payment service provider and does not constitute an identity verification, customer due diligence, or Know Your Customer (KYC) service, nor is it intended to replace any regulatory or contractual obligations applicable to payment service providers or their customers. The full Service Description is included in Annex 1 to these Terms of Service.
3.2 Customer may use the Service exclusively to verify (account) details of parties with whom Customer has established /will establish a payment relation (such as customers, suppliers, creditors and debtors) with the ultimate goal of preventing fraud and mistakes in payments (e.g. credit transfers). To do so, Customer sends a Request to SurePay, that includes:
3.2.1 Account Number;
3.2.2 user input (name).
3.3 Where SurePay receives a Request, SurePay obtains the right to use the Request to perform the Services. This means SurePay will validate the Request against the SurePay-database, that contains account data of connected PSPs and other reputable data sources. SurePay will provide Customer with a Response in reaction to its Request. All Requests that Customer sends to SurePay shall be included in the ‘’Request Total’’, this shall be the conglomerate of all Requests from all Service channels.
3.4 The technical specifications of the Request and Response can be found in the SurePay’s API Specifications for Account Verification for UK Corporates to be found at https://developer.surepay.nl/introduction. Customer will integrate the Service in accordance with the security measures as described in the API Specifications.
3.5 SurePay shall deliver the Service to Customer on data  media in the agreed format or, if no clear agreements  have been made in this regard, on data media in a  format to be determined by SurePay. Alternatively, SurePay shall deliver the Service to Customer using  telecommunication facilities (online). SurePay shall determine the delivery method.
3.6 Customer shall install, set up, parameterise and tune the Software, and adapt the hardware or cloud service used and operating environment where necessary.
3.7 During the term of the Agreement SurePay shall provide Customer with the maintenance services as can be expected from an industry standard perspective. The fee for these services is included in the Service fee paid by Customer.
3.8 User support and fault reports may only be related to SurePay’s current version, and to the version  preceding it. SurePay shall inform Customer in writing of the termination of support of a version.
3.9 If SurePay releases a new version of the Software, SurePay shall inform Customer about the specifications as well as the consequences related to their use (release notes). Upon the request of Customer, SurePay shall make a copy of the new version of the Services available.

4. SurePay’s right to use Customer Data

4.1 When SurePay receives a Request, including any Personal Data included therein, SurePay obtains the right to use the such Data to perform the Services. The right of use includes storage, transportation, processing of the data. SurePay can log the Request for incident management, security monitoring, internal reporting and quality management purposes in accordance with the Applicable Law.
4.2 Additionally, SurePay receives a right to use the Requests, Responses and all Data contained therein to enrich services provided by SurePay to its customers with the purpose of preventing fraud and misdirected payments.

5. Software License for Customer

5.1 In making use of the Services, Customer receives a license to use the Services subject to the conditions in these Terms of Service.
5.2 Use comprises all use of the Services. Use further comprises (i) the use of all user accessible functionality, (ii) duplication, storage, transmission and/or making readable of the Services or its deliverables necessary for the authorised use and the authorised distribution and (iii) storage of the Services or its deliverables on hardware at a location of Customer or at a location of a service provider (which includes XaaS or cloud providers) engaged by Customer.
5.3 Customer shall not transfer or deliver the Services or its Deliverables or any data carrier on which it has been registered (either part- or not part of the hardware) or the user right of the Services or its deliverables to any third party, unless SurePay has given explicit written permission to do so.
5.4 Customer’s right to use the Service shall for all means and purposes be limited to the following:
5.4.1 Customer shall only be permitted to use the Service to the extent permitted by any applicable Regulatory Body and their guidelines, including in any event Pay.UK and the Pay.UK Rulebook on Confirmation of Payee for Corporates. Customer is responsible for ensuring that it complies with all relevant and applicable laws, standards and regulations with respect to its use of the Services.
5.4.2 Customer shall obtain a non-exclusive, non-transferable license to use the Service to verify (account) details of parties with whom Customer has established /will establish a payment relation (such as customers, suppliers, creditors and debtors) with the ultimate goal to prevent fraud and mistakes in its payments, and for which the right of use is limited to own organizational purposes.
5.4.3 Customer may use the Responses:
5.4.3.1 to log or make copies of the responses for incident management/backup purposes and archiving, but only for use within its own organization;
5.4.3.2 to give a one time notification to parties with whom Customer has established /will establish a payment (such as customer/supplier/creditor/debtor).
5.4.4 Explicitly excluded is any usage of the Response by Customer other than described in this Agreement, such as, but not limited to:
5.4.4.1 licensing, selling, leasing, transferring, displaying, reproducing, or distributing (the deliverables of) the Service in a way not allowed under this agreement, or use the Service for any commercial purpose (i.e. to resell the responses on Customer’s customers obtained through the account number-based check services in its turn to third parties) not allowed under this agreement;
5.4.4.2 modifying, translating, adapting, merging, disassembling, improving or reverse engineering any part of (the deliverables of) the Service or its derivatives;
5.4.4.3 database shadowing based on the responses;
5.4.4.4 using the Service with an intent to create similar or competing products or services.
5.5 In case a third party integrator or such other company is involved by Customer in connection with the receipt of the Service or in storing the Responses on behalf of Customer, Customer is required to sign a contract with these third parties in order to impose these Terms of Service upon them and their sub-contractors.
5.6 Customer is amongst others required to ensure that the SurePay data included in the SurePay Responses is stored in the United Kingdom or the European Economic Area.
5.7 Customer is allowed to save the SurePay Responses in its address book or environment with similar functionality.
5.8 Customer indemnifies SurePay for any and all damages arising out of Customer’s intentional, or unintentional, misuse of the Services. For the avoidance of doubt, this shall specifically include breach of the license terms set out in this clause 5 and use of the Services not in accordance with the Purpose.

6. Service Fee and Invoicing

6.1 The Running Service Fee shall be specified in Annex 2 to these Terms of Service.
6.2 Where applicable, the Implementation fees and Overage fees shall be specified in Annex 2 to these Terms of Service.
6.3 Customer shall provide SurePay with the following fields as prompted in the relevant channel when making use of the Services for the purpose of invoicing:
6.3.1 Customer legal name – The full registered name of the entity.
6.3.2 Customer address – The complete billing address, including country.
6.3.3 VAT number – A valid and active VAT identification number issued by the relevant tax authority. Where entering a VAT number, the following criteria apply:
6.3.3.1 All VAT numbers provided will be validated through the HMRC Vat Validator:
6.3.3.2 If a VAT number is invalid, or rejected by the HMRC database, a local VAT rate of 21% will automatically apply to the invoice.
6.3.4 Billing email address – The email address for receiving electronic invoices and related communications.
6.4 Invoicing shall take place annually in advance, with excess usage being charged in arrears. Payable invoices shall be paid within fourteen (14) Business Days after the date of the invoice.
6.5 If Customer fails to pay the amounts due or to pay the amounts due in a timely manner, statutory commercial interest shall be payable by Customer on the outstanding amount without a demand or notice of default being required. Applicable statutory interest rate is accessible at: https://www.gov.uk/late-commercial-payments-interest-debt-recovery/charging-interest-commercial-debt
6.6 If Customer still fails to pay the due amount after receiving a demand or notice of default, SurePay may refer the debt for collection, in which case Customer shall also be obliged to pay all in-court and out-of-court expenses in addition to the total amount due, including all costs charged by external experts.
6.7 SurePay shall be entitled to change the Fees for the Services at its sole discretion, providing Customer with adequate advance notice. A change of Fees shall become applicable for each Customer in its subsequent Renewal Period, or as otherwise agreed between SurePay and Customer.

7. Service Level Agreement

7.1 The Services under this Agreement shall be subject to the Service Level Agreement included in Annex 3 to these Terms of Service.

8. Subcontracting

8.1 If and insofar as SurePay makes use of third parties in the provision of its Services to Customer, Customer hereby accepts and approves the use of such third parties. SurePay’s current relevant subcontractors for this Service can be found at: https://www.surepay.io/trust-center
8.2 SurePay shall exclusively allow the data provided by Customer to SurePay to be accessed by those employees, agents and/or third parties for whom access to the data is necessary for the proper performance of the Agreement.
8.3 SurePay shall ensure that the employees, agents and/or third parties it enlists shall comply with the obligations regarding protection and confidentiality determined in these Terms of Service and shall bear full responsibility for this compliance.

9. Sourcecode escrow

9.1 SurePay shall not provide any form of sourcecode escrow for the Services provided under these Terms of Service.

10. Amendments

10.1 SurePay reserves the right to adjust the Services, these Terms of Services and all documentation relevant to these Terms of Service at its own discretion without the consent of Customer, and in any event on the basis of its duty to comply with Applicable Laws and regulations.
10.2 Where SurePay makes such changes, it shall inform Customer thereof in writing as soon as reasonably practicable.

11. Warranties

11.1 Customer warrants it is entitled to deliver the data incorporated in Requests to SurePay.
11.2 SurePay declares that the Services shall be delivered and performed in accordance with these Terms of Service and Good Industry Practice.
11.3 SurePay ensures that it will have sufficient expert personnel and sufficient means available to carry out the Service in accordance with these Terms of Service.
11.4 SurePay will take reasonable steps to not introduce any Viruses into the Deliverables, or the network and information systems of Customer.
11.5 In delivering its Services, SurePay relies on data retrieved from several external sources. SurePay cannot guarantee the correctness of those sources. SurePay does not guarantee that a person can or will be identified correctly based on the responses obtained from the Services, nor that a suggested name is correct or adequate. Furthermore, in case of a “false” notification, the correctness of that result cannot be guaranteed: the submitted name may in reality actually match with the accountholder, despite the false notification. The Software and the Services are provided “as is” and “as available”.
11.6 Except for the warranties expressly stated above in this section and for the warranties which are applicable by law, the Services and their deliverables provided hereunder are provided “as is” and “as available”, with all faults and without warranties of any kind. SurePay and its Affiliates, agents, subcontractors and suppliers expressly disclaim and exclude any and all other warranties, representations and conditions, whether express or implied, whether arising by or under statute, common law, custom, usage, course of performance or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. Without limiting the foregoing, SurePay and its Affiliates, agents, subcontractors and suppliers do not warrant or represent that the Services or deliverables will satisfy Customer’s requirements or that their use or operation will be error or defect free or uninterrupted, or that all defects in the Services, deliverables, SaaS and software will be corrected. Customer accepts the entire risk of and responsibility for use, quality, performance, suitability and results of use of the Services and deliverables, and any decisions made or given to any party based on the usage of the Services and deliverables. SurePay and its Affiliates, distributors, agents, subcontractors and suppliers are not engaged in rendering auditing, accounting, legal or other professional or expert advice or services and are not responsible for how the Services and deliverables are used, the results and analysis derived by Customer by use of the Services and deliverables and any decisions the Customer may take based on Customer’s usage of the Services and Deliverables. No oral or written information or advice given by SurePay, any of its Affiliates, distributors, agents, subcontractors or suppliers or their respective employees, officers or directors will increase the scope or otherwise alter the terms of any warranty expressly stated in this Agreement or create any new representations, warranties or conditions.

12. Term and termination

12.1 The Agreement shall come into effect upon Customer’s acceptance of these Terms of Service.
12.2 Customer’s acceptance of these Terms of Service shall be implied when Customer communicates this in writing to SurePay, or upon consumption of the Service and its deliverables by Customer in any form (including API and Portal).
12.3 The Agreement shall run in consecutive twelve (12) month periods and shall automatically renew for Renewal Period, unless the Customer indicates, at least one (1) month before the end of the then-current Renewal Period and via https://www.surepay.io/cancel/, that it no longer wishes to make use of the Services. In that event, the Agreement shall terminate at the end of the then-current Renewal Period
12.4 Irrespective of section 12.3, each party shall be authorised to terminate the Agreement starting immediately, without further notice and without prior legal intervention, if:
12.4.1 the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) Business Days after being notified in writing to do so;
12.4.2 the other party applies for a suspension of payments;
12.4.3 an Insolvency Event occurs in relation to the other party;
12.4.4 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.4.5 a Force Majeure Event prevents the other party from performing its obligations under the Agreement for continuous period of more than sixty (60) days, in accordance with the section Force Majeure of these Terms of Service.
12.5 SurePay shall be authorised to either wholly or partially dissolve the Agreement with immediate effect and without further notice or prior legal intervention:
12.5.1 if shares in or parts of the Control over Customer’s company are transferred to a third party; and/or
12.5.2 if the Service provided hereunder is no longer permitted by a regulatory authority active in the UK or EU; and/or
12.5.3 if the Service runs the risk of being hacked; and/or
12.5.4 if other emergency circumstances arise (f.i. changing laws and regulations) under which SurePay cannot reasonably be expected to continue delivering the Service; and/or
12.5.5 in line with Clause 22 (Additional Terms: Portal Channel);
12.6 Additionally, SurePay shall be authorised to either wholly or partially dissolve the Agreement with upon one (1) month prior written notice but without prior legal intervention for SurePay’s convenience. Where SurePay terminates this Agreement for its convenience, Customer shall be entitled to a pro-rated refund of any amounts prepaid but not consumed prior to the termination. SurePay shall ensure that Customer receives such refund in the form of a credit note to be offered to Customer as shall be separately agreed between Customer and SurePay.
12.7 In the event of any notice of termination, Customer will discontinue use of the Services at the end of the then-current Renewal Period.
12.8 The termination of the Agreement does not relieve parties from the obligations under the Agreement, which by their nature continue, such as – but not limited to – the provisions with regard  confidentiality, liability, intellectual property,  applicable law and competent court.

13. Collaboration

13.1 Customer shall keep SurePay informed of all developments and/or changes within their organisations that are directly relevant to the execution of the Agreement.
13.2 In order to facilitate the proper execution of the Agreement by SurePay, Customer shall at all times  provide SurePay with all data or information that  SurePay for that purpose deems to be useful, necessary and desirable and to give its full cooperation  in a timely manner. If Customer deploys its own personnel and/or agents within the context of providing  cooperation in the execution of the Agreement, these  personnel and agents shall have the necessary  knowledge, expertise and experience.
13.3 Customer shall bear the risk of the selection, the use, the application and the management within its organisation of the Service. Customer itself shall arrange for the correct implementation and commissioning and for the procurement and application of the correct settings to the hardware, software, websites, cloud services, data files and other products and materials it uses in conjunction with the services.
13.4 If SurePay’s employees are carrying out activities on Customer’s business premises, Customer shall ensure that any facilities reasonably requested by these employees are provided free of charge. The workspace and facilities shall meet all statutory and other  applicable requirements in relation to working  conditions. Customer shall indemnify SurePay against any claims by third parties, including SurePay’s employees, who suffer injury in connection with the  execution of the Agreement as a result of an act or omission on the part of Customer or of unsafe situations  within Customer’s organisation.
13.5 If use is made of cloudcomputing, data or telecommunication facilities, including the internet, during the execution of the Agreement, Customer shall be responsible for selecting the correct resources  required for this purpose and for ensuring that these are  available in full and in a timely manner. SurePay shall  under no circumstances be liable for losses or costs  arising as a result of transmission errors, breakdowns or  the non-availability of these facilities.

14. Confidentiality

14.1 Both parties recognise that the nature of all information  that is disclosed, in whatever form, by the disclosing party or on its behalf by authorised representatives or its Affiliates within the scope of the implementation of the Agreement is strictly confidential. This includes the content of the Agreement and data and/or information derived from processing the confidential information received.
14.2 Parties shall in no manner whatsoever, directly or  indirectly, orally or in writing or otherwise, reveal  confidential information to third parties, other than after  prior written permission of the other party.
14.3 Parties may disclose confidential information to their employees, Affiliates or authorised representatives, who have a need to know such information,  provided that such persons are contractually bound  to respect the confidential nature of this information under terms equivalent to these of the Agreement. This includes any provider of a license required by SurePay to provide the services.
14.4 With regard to any confidential information from a  party that – in whatever form or on whatever data carrier whatsoever – is held by or has been provided to the  other party, the receiving party shall be obliged:
14.4.1 to observe all reasonable technical, physical and  organisational measures for safe processing, keeping  or storage;
14.4.2 to use the confidential information only for the purpose of the implementation of the Agreement;
14.4.3 promptly notify the disclosing party after becoming aware of a breach of the confidentiality obligations set forth in the Agreement and/or about any legally binding request for disclosure of the confidential information by a competent authority, unless such notification is prohibited;
14.4.4 within thirty (30) days of the disclosing party’s request, take reasonable steps to return or destroy any confidential information it holds, save to the extent that the receiving party is required to retain such information by any applicable law, rule or regulation.
14.4.5 to have the agreed obligations executed only by  persons which the receiving party in all fairness  considers to be reliable, and are contractually bound  to respect the confidential nature of the confidential  information under terms equivalent to these of the  Agreement.
14.5 Unless explicitly agreed otherwise, the disclosing  party remains entitled to the confidential information  and owner of the data carriers.
14.6 The provisions of articles 14.1, 14.2 and 14.3 do not  apply to confidential information that:  
14.6.1 is or becomes public in any other way than as a  result of an accountable failing of the receiving party  with regard to the Agreement;  
14.6.2 comes from a third party that does not have a  requirement of confidentiality towards the revealing  party with regard to this information;  
14.6.3 is or has been developed or learned independently by  the receiving party, without using the provided  information and without accountable failing of the receiving party with regard to the Agreement;  
14.6.4 the receiving party is obliged to provide in order to comply with any legal obligations or judicial claims.

15. Processing of personal data

15.1 In the event that personal data, as defined in the any applicable Data Protection Legislation, are processed during the performance of the Agreement, the terms of such Data Protection Legislation shall apply in full.
15.2 Where SurePay acts as Processor as defined under the Data Protection Legislation, these Terms of Service shall be subject to SurePay’s Data Processing Agreement, to be found at: https://www.surepay.io/trust-center.
15.3 When acting as independent data controllers, the Parties may opt to enter into a Data Sharing Agreement, in any event, each party shall:
15.3.1 be solely responsible for the lawfulness of its own data processing;
15.3.2 independently determine the purposes and means of processing personal data;
15.3.3 bear full legal responsibility for its data processing activities under the Data Protection Legislation and any other applicable data protection legislation.
15.4 Regardless of the processing relationship, each party warrants that:
15.4.1 it shall process any personal data in compliance with the Data Protection Legislation and any other applicable data protection legislation;
15.4.2 it maintains appropriate technical and organizational measures to protect personal data;
15.4.3 it will promptly, and in any event within fourty-eight (48) hours, notify the other party of any data breach or significant data protection events that might impact the other party.
15.5 In the event of a security incident, party which suffered such incident is obliged to:
15.5.1 take as soon as possible all necessary actions to rectify the security,
15.5.2 keep the other party informed about the status of the incident,
15.5.3 provide to the other party immediately all requested information and assistance required to contain the incident, and
15.5.4 provide all necessary assistance to the other party to comply with the statutory obligation to report data breaches.

16. Publicity

16.1 Customer shall, without prior written permission of SurePay, not mention the existence of a relationship  with SurePay in publications or advertising. Each permission shall apply until it is cancelled.

17. Intellectual property rights

17.1 Customer shall obtain a non-exclusive, non-transferable license to use the Service during the term of the Agreement. The Agreement does not imply a transfer by SurePay of any patent rights, copyrights or brand rights to the Service made available. The license obtained contains the right to use the Service as set out in these Terms of Service.
17.2 SurePay grants Customer the right to paraphrase, translate and duplicate documentation for use by authorised users.
17.3 Customer recognises that any intellectual property rights related to the Services and its deliverables, and hardware used by SurePay for the delivery of the Service rest with SurePay or with its suppliers of IT products.
17.4 SurePay shall indemnify Customer against any legal claims from third parties based on the assertion that the Service SurePay delivers and/or other materials developed by SurePay itself infringe an intellectual property right of the third party in question, under the condition that Customer notifies SurePay immediately in writing of the existence and content of the legal claim and leaves the disposal of the case, including any settlements effected, entirely to SurePay. To this end, Customer shall provide SurePay with the powers of attorney, information and cooperation that it requires in order to defend itself, where necessary in the name of Customer, against these legal claims.  
17.5 This obligation to indemnify shall not apply if the alleged infringement relates to:
17.5.1 materials made available to SurePay by Customer for the purpose of use, adaptation, processing or incorporation, or
17.5.2 changes made by Customer, or by a third party on behalf of Customer, to the Service and/or relevant materials, without SurePay’s prior written consent.
17.6 If it is irrevocably established in court  that the Service and/or other materials developed by SurePay itself constitute an infringement  of any intellectual property right vested in a third party or if SurePay believes that there is a good chance that  such an infringement may occur, SurePay shall, where  possible, ensure that Customer can continue to use the Service and/or materials delivered, or functionally similar alternatives. All other or further reaching obligations to indemnify on the part of SurePay shall be excluded.
17.7 Parties hereby agree that any copyrights and other intellectual property rights that may arise within the scope of the provision of Service shall rest with SurePay, unless agreed otherwise in the Agreement and/or relevant Service Order (if applicable).
17.8 Any copyrights or other intellectual property rights, created within the scope of the provision of Service, shall rest with SurePay and Customer shall transfer these copyrights to SurePay upon request in accordance with the applicable laws and regulations.
17.9 In case of the assignment, Customer shall relinquish the rights as referred to in article 25 first paragraph under (a), (b) and (c) of Dutch Copyright Act or of similar rights that  may exist in another legal system.

18. Force Majeure

18.1 Neither party shall be considered in breach of the Agreement in case the default is attributable to a Force Majeure Event.
18.2 Compliance with the Agreement is entirely or partly suspended for the duration of the Force Majeure Event without parties being mutually obliged to pay any relevant compensation.
18.3 For the avoidance of doubt, suspension, deterioration or termination of SurePay’s license to the data it retrieves from its external sources and uses for the provisioning of the Services to Customers or SurePay is by the intervention of such external source or relevant third party Regulator in any other way prohibited and/or hindered to use the data for its Services in a way it is needed for a proper performance of its Services, through no fault of its own, shall constitute a Force Majeure Event.
18.4 Parties may only mutually refer to a Force Majeure Event if the affected party, as soon as possible after the start of the default, and submitting the necessary evidence, notifies the other party of such a plea of Force Majeure in writing.

19. Liability

19.1 The total aggregate liability of SurePay due to an attributable failure to perform the Agreement or due to any other reason, explicitly including any failure to  comply with a guarantee obligation agreed with  Customer, shall be limited to compensation of the direct  damage or loss not exceeding the total amount annually  paid by Customer to SurePay under the Agreement.
19.2 The liability of SurePay for indirect damage or loss,  resulting loss, loss of profit, loss of savings, reduced  goodwill, loss due to business interruption, loss as a  result of claims from the Customer’s customers, loss in  connection with the use of items, materials or software and/or services provided by third parties that SurePay is instructed to obtain by Customer and loss in connection with the engagement of secondary suppliers by SurePay on Customers instructions shall be excluded. The liability of SurePay due to the scrambling, destruction or loss of data or documents shall be excluded as well. SurePay shall in no event be liable for any damages that arise out of Customer’s intentional, or unintentional, misuse of the services, including but not limited to: Customer’s failure to follow the license terms set out in these Terms of Service or Customer’s use of the Services not in accordance with the Purpose.
19.3 The exclusions and restrictions referred to in clauses 19.1 and 19.2 shall no longer apply if and insofar  as the loss is the result of intentional acts or deliberate recklessness on the part of SurePay’s management.  
19.4 A condition for the existence of any right to compensation shall in all cases be that Customer notifies SurePay in writing of the loss or damage as soon as possible after it occurs. Any claims for damages against SurePay shall expire by the mere lapse of twenty-four (24) months from the date on which the claim arose.

20. Audit

20.1 Upon request of SurePay, Customer shall immediately lend its full cooperation to any investigations to be conducted by or on behalf of SurePay in relation to Customer’s compliance with the agreed restrictions on use. At the first request of SurePay, Customer shall grant SurePay or an auditor engaged by SurePay access to its buildings and systems. SurePay shall maintain the confidentiality of all company information to be regarded as confidential that SurePay obtains from or on the premises of Customer within the context of this type of investigation, in so far as this information does not relate to the use of the Services itself.

21. Legal regulations

21.1 These Terms of Service are subject to the laws of England and Wales, as may be supplemented by any regional legislation (including European legislation). For the avoidance of doubt, legislation shall include any acts, regulations, directives and guidelines of a competent authority within the United Kingdom, the Netherlands, or at a general European level.
21.2 Any disputes arising out of these Terms of Service shall be subjected to the exclusive jurisdiction of the court of London, England.

22. Additional Terms: EU Services

22.1 If the Customer wishes to expand the Services with the EU Services for EU coverage, the Terms of Service for EU Corporates, available at: www.surepay.io/terms-of-services shall apply to those EU Services. In the event of any conflict between those terms and this Agreement, the Terms of Service for EU Corporates shall prevail for those EU Services.
22.2 The receipt of the EU Services as an Add-On shall be subject to a valid Purchase/Service Order between SurePay and Customer outside of these Terms of Service.

23. Additional Terms: Portal Channel

23.1 SurePay delivers the Service to Customer through an API which Customer can integrate in its (online) channels and business processes or through a Portal connection with SurePay. Should Customer make use of the Portal connection, this Clause 23 shall additionally be applicable.
23.2 The following is explicitly required from Customer:
23.2.1 The Customer shall have only one account per permitted user, this account shall have a single password and shall not be shared between the staff of the Customer. If the Customer wishes to have multiple accounts, this is possible by adding users. Customer is responsible for safeguarding the user identity and Data;
23.2.2 Migration of a user shall be possible only in coordination with SurePay;
23.2.3 Customer shall ensure that all SurePay Data and user access is deleted upon termination of the Agreement;
23.2.4 Customer shall ensure that its users do not upload or submit any files which contain malware, bugs or other code insertions;
23.2.5 Customer shall not, and shall ensure that its users do not, access or use the Portal in any manner by VPN or when having an active VPN connection.
23.3 Customer shall follow the Portal protocol and ensure that it complies with built in structures and checks by SurePay. This shall include, but not be limited to the verification of the user before they are added to the Portal as well as following password policy.
23.4 Failure to comply with this Clause 23 may result in the potential suspension and/or termination of the Agreement by SurePay with immediate effect and without SurePay being liable in any way for the damages flowing from such suspension and/or termination.

Annex 1: Service Description

SurePay provides the UK Account Verification service to the Customer through two channels:

• API – Which the Customer can integrate in its (online) channels and business processes
• Portal – Providing a convenient platform for accessing and utilizing the service
  
  

Through the API, the Customer shall solely use the Service by submitting Single Checks; file/batch processing via the API shall not be permitted and shall be refused by SurePay. Through the Portal, SurePay offers file processing functionality, enabling efficient verification of multiple accounts simultaneously. In such cases, the total number of checks in the file processing shall be aggregated with the number of individual checks to calculate the total amount of checks.

Where possible, SurePay will validate the Request against the SurePay-database that contains data of SurePay community banks (Sort Code Account Numbers and names) and other data sources. In the case of a Sort Code Account Numbers from a bank which is not directly connected with SurePay, SurePay will validate the Request against the UK database, which is not in its entirety hosted by SurePay and instead indirectly connects to the concerning UK bank.

SurePay will share a Response to the Customer, containing a name matching result. Depending on availability, additional information on the account can be shared in the Response. When a request is validated against the UK database, SurePay transmits the name-matching result exactly as received from that database, without influencing how the result was determined.

The technical specifications of the Request and Response can be found in the API Specifications. Customers will integrate the Service in accordance with the security measures as described in the API Specifications.

High-over, the following image simplifies the Service:

Annex 2: Service Fees

UK Insight Starter – Platform Fee

The latest pricing for the Services can be found at: https://www.surepay.io/pricing-uk/

Disclaimer – Overage fee: Exceeding the pricing specifications set out above for the UK Insight Starter Service means that Customer will automatically be upgraded to the UK Insight Pro Service as set out below, including the increased amount of available checks.

UK Insight Pro – Platform Fee

The latest pricing for the Services can be found at: https://www.surepay.io/pricing-uk/

Disclaimer – Overage fee: Exceeding the pricing specifications set out above for the UK Insight Pro Service means that Customer will automatically procure an additional bundle of one thousand GBP (£1000) for two thousand (2000) checks unless otherwise specified in an Agreement or purchase order. For the avoidance of doubt, where Customer has an Overage of more than two thousand (2000) checks, Customer will continue to procure additional bundles until such Overage is covered.

UK Connect API – Platform Fee

The pricing for the Services shall be agreed as part of the Agreement in a separate Service Agreement.

UK Service – Add-On Fee

Where Customer makes use of the Services set out in these Terms of Service as an Add-On, the pricing for such Services shall be agreed separately between the Customer and SurePay in the relevant Purchase/Service Order.

Consultancy & Customer Specific Adaptations:

Consultancy, tailor-made adaptations and required support on tailor-made adaptations to the Services are subject to an hourly rate of GBP 190, excluding travel, expenses and VAT, and will be invoiced only when SurePay and Customer have agreed on a statement of work, specifying the activities.

Annex 3: Service Level Agreement

Section 1. Service Level Specifications

In delivering the Service to Customer, SurePay articulates the following Key Performance Indicators:

[DISCLAIMER]: This SLA only applies to SurePay’s internal response times. Where the provision of Services requires the use of third party Schemes or Operators, the relevant response times may increase. SurePay cannot be held responsible or liable for an increase in response times for the Services based on added processing of these external Schemes or Operators.’’

Section 2. Reporting

SurePay will provide information necessary in order for the Customer to be able to monitor the key performance indicators on an ongoing basis via the reporting dashboard available in the portal.

Section 3. Incident Management and Service Window

SurePay provides support for unexpected disruptions and/or reductions of the Service quality as specified in this agreement (Incidents section). The customer may report an incident to SurePay up to 30 days after the response that triggered the issue has been received.

Incident will be raised to SurePay by sending an e-mail to service@surepay.co.uk which will automatically lead to the registration of a servicing ticket in the JIRA Service Desk ticketing tool. The language of communication is English. An email response including a ticket number will be sent to the originating email address upon successful receipt by SurePay.

SurePay Support is available on weekdays (Dutch National holidays exclusive) from Monday to Friday, between 8:00AM – 5:00PM GMT.

The language of support is English.

When reporting an incident / disruption, at least the following information is required to be provided:

• Date and time at which the incident was detected;
• Name of the reporter of the Incident;
• Description of the Incident (SMART description of the observed behavior of the Service);
• Severity Level (see table above).

In addition to raising incidents, the customer may inquire with SurePay regarding functional questions of the Service by sending an email to service@surepay.co.uk. The SurePay response time for handling those questions is based on best effort within the SurePay service window.

Incident response time is the amount of time between when the customer first creates an incident report (which includes sending an e-mail) and when SurePay starts working on the incident.

SurePay will under no circumstances be obliged to remedy defects or to provide maintenance services, if the faults have arisen after:

• modification of the Service of whatever nature by the customer, not carried out by or on behalf of SurePay;
• use of the Service by customer in a manner not specified in this agreement, or use in combination with other software for which SurePay is not responsible, or otherwise prohibited under this agreement;
• intentional or unintentional misuse of the Service by the customer;
• errors resulting from errors in customer’s implementation of the Service.

If one of the above-mentioned causes occurs, SurePay may, after having received an instruction from the customer, attempt to locate the fault for the customer and resolve it at the rate for consultancy described in the Agreement.

Service Maintenance & Continuity

SurePay aims to limit maintenance activities that may impact the availability of the service to no more than once per month. SurePay works in accordance with continuous deployment. The service continues to run during deployment of a new release. Maintenance activities will be communicated by SurePay to the customer, as recorded under contact persons.

In case of a disaster, leading to a complete unavailability of the service, and which requires SurePay to rebuild the service completely, SurePay aims for a recovery time of no longer than 2 weeks to bring the Services back to the level as described in this Service Level Agreement. Actual recovery times may depend in part on the support from the customer on restoring connectivity (e.g. IP whitelisting).

Changes and version Management

SurePay reserves the right to implement changes at its own discretion, provided that the functioning of the Service – as a result of a change – will in principle not differ from the specifications included in this Service Level Agreement.

Changes raised by SurePay that require changes to customer’s implementation of the Service will be announced by SurePay 2 months prior to implementation, with the exception of Hotfixes, which are not announced in advance by SurePay. Hotfixes are repairs to the software that must be done immediately. SurePay will communicate relevant changes to the customer should these changes impact the customer’s implementation.

Please note that a change or release can lead to a new version of the API and thus the subsequent delivery of SurePay-renewed API Specifications.

The customer is required to start using the latest version of the API no later than 3 months after it has been introduced. After 3 months, SurePay will no longer be obliged to repair any faults in the previous version and/or to provide support for the previous version.

Section 4. Customer Success Management Services

I. Definition

For the purposes of this Terms of Service, a Customer Success Manager (CSM) means a representative of SurePay assigned to support Customer’s use and adoption of the Service, distinct from the Support personnel. The CSM acts as Customer’s primary point of contact for success planning, adoption guidance, commercial matters and escalations.

II. Scope of services

The CSM will provide the following services:

Onboarding and adoption
Offer guidance during the implementation phase, including access to the service, service training, and best practices.

Provide recommendations to drive product adoption based on Customer’s stated business objectives.

Success planning
Conduct periodic business reviews to assess progress, product usage, and roadmap alignment, subject to mutual availability.

Guidance
Share best practices, release highlights, and recommendations tailored to the customer’s environment and use cases.

Identify risks to adoption or renewal and recommend mitigation actions on a reasonable-efforts basis.

Coordination and escalations
Act as Customer’s primary liaison for non-technical inquiries relating to the Subscription Service and roadmap.

For High severity level incidents as defined in this SLA, coordinate with Support and other teams to help facilitate timely resolution and provide status updates to Customer’s designated contacts.

III. Interaction Cadence

Scheduled meetings
For Customers with a named CSM, Provider will use commercially reasonable efforts to offer one (1) success review per calendar year (QBR or equivalent), and additional business alignment meetings as mutually agreed.

The Customer acknowledges that meetings are subject to both parties’ availability and may be rescheduled by either party with reasonable notice.

Unscheduled inquiries
The customer may contact the CSM via email for general success and adoption questions. The CSM will respond on a commercially reasonable-efforts basis during Business Hours. Time-bound response commitments apply only to incidents submitted via the Support channels defined in Section 3.

IV. Exclusions

Customer Success Management Services:

• Do not include: implementation services, configuration, custom development, data migration, or consulting services, except where separately purchased.
• Do not constitute 24/7 support or a guaranteed availability resource.
• Are not subject to Service Availability or Response Time SLAs and do not give rise to service credits or refunds if unavailable.

V. Customer Responsibilities

Customer will:

• Designate at least one primary contact to engage with the CSM.
• Provide timely access to relevant stakeholders and information reasonably required for the CSM to deliver the services described in this Section.
• Remain solely responsible for its internal business decisions, including configuration changes and any actions taken based on the CSM’s recommendations

VI. Relationship to Support SLAs

For clarity, Customer Success Management Services are advisory and coordinative in nature. All technical incidents, defects, and availability issues remain governed by the Support and Service Level commitments set out in Section 3. In the event of conflict between this Section and Section 3, Section 3 prevails with respect to SLAs.