Strict Customer Eligibility & Regulatory Vetting Requirement

The Supplier operates on a strict, high-compliance Business-to-Business (B2B) infrastructure provisioning model. Software licensing is explicitly closed to the general public, unregulated networks, and retail entities.

• Regulated Entities Only: Access to the platform modules is exclusively restricted to corporate fintech enterprises, institutional market participants, and software operators who hold a valid, active financial services license, registration, or formal statutory authorization from a recognized national or international financial regulatory body (including, but not limited to, the Financial Conduct Authority [FCA], CySEC, ASIC, or equivalent global regulatory frameworks).
• Mandatory Compliance Proof: Prior to the provisioning, deployment, or server architecture configuration of any software instance, the Customer must submit verifiable, official documentation of its current regulatory status and corporate standing to the Supplier’s compliance desk.
• Continuous Compliance Clause: The Customer is under a continuous obligation to maintain its financial licenses and regulatory authorization in perfect standing throughout the lifecycle of this Agreement. If the Customer’s license is suspended, revoked, under investigation, or challenged, the Customer must notify the Supplier in writing within twenty-four (24) hours. The Supplier reserves the absolute right to instantaneously terminate or suspend all infrastructure instances without notice or liability.

Description Of Services & Modular Architecture

The Supplier provides a cloud-hosted, enterprise-grade technology ecosystem comprised of isolated, modular applications designed for institutional administration. As standard within the platform's product architecture menu, the specific application modules licensed under this framework may include:

• The Ultimate CRM: A centralized back-office relational database management engine engineered for corporate operational oversight, automated internal workflows, and compliance reporting frameworks.
• Client Portal: A highly secure, white-labeled web-based interface through which the Customer's pre-vetted corporate end-users interact with the Customer's independent, authorized services.
• Mobile Application: A native or progressive mobile deployment giving designated users secure, handheld access to user account profiles and database field interactions.
• Live Chat: A secure, real-time communication script embedded directly within the user software framework to facilitate internal text communications between the Customer and its client database.
• Support Ticketing: An integrated technical and customer relationship management system structured to log, route, track, and archive operational queries.
• IB Affiliation: An automated technical and mathematical tracking module enabling the Customer to monitor, calculate, and evaluate data regarding third-party corporate marketing networks and introducing business frameworks.

Strict Technology Provider Disclaimer

• Technology Infrastructure Only: The Supplier is not a financial institution, credit union, investment broker, money transmitter, custodian, asset manager, clearing house, or payment processor.
• No Handling of Client Funds: The software architecture developed and hosted by the Supplier does not clear, deposit, settle, hold, transmit, or process fiat currency, retail investment funds, client capital, or digital retail assets. The platform provides purely numerical, logistical, and relational database management functions.
• No Umbrella Licensing: The Supplier provides no regulatory coverage, legal canopy, or licensing pass-through protections. The Customer remains solely, independently, and exclusively responsible for ensuring that its localized deployment and operational use of the software tools conform to the regulatory boundaries of its specific operating jurisdiction.

License Grant & Software Restrictions

Subject to the Customer continuously meeting the eligibility parameters set forth in Section 1 and fulfilling all commercial payment obligations, the Supplier grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the term to run the specific modules identified in their primary commercial invoice.

• Reverse engineer, decompile, disassemble, or attempt to extract or recompile the source code of the CRM, Client Portal, Mobile Application, or tracking modules.
• Utilize the provided infrastructure to process, transmit, or store data that violates third-party intellectual property, privacy rights, or localized compliance statutes.
• Modify, sub-license, or lease the application instances to unvetted, unregulated, or unauthorized third-party corporate entities outside the authorized deployment parameters.

Customer Responsibilities & Data Security

• Credential Control: The Customer assumes full legal liability for maintaining absolute administrative security over all administrative passwords, API keys, and database tokens tied to their dedicated deployment of the CRM and Support Ticketing modules.
• End-User Onboarding: The Customer is entirely and independently responsible for the behavior, KYC verification, legal compliance, and onboarding of any individual or corporate entity accessing the hosted platform via the Client Portal or Mobile Application modules.

Commercial Fees, Billing, And Non-Refundability

• Subscription Model: Access to the technology ecosystem is provisioned on a strict recurring billing schedule (monthly or annually) as explicitly outlined in the Customer’s commercial service order.
• Payment Terms: All corporate invoices issued by the Supplier must be paid in full within seven (7) calendar days of generation. All listed fees are exclusive of VAT or applicable UK localized taxes.
• Strict Non-Refundability: Because the Supplier allocates isolated cloud hosting space, server-side database allocations, and custom software instances immediately upon contract execution, all payments made to the Supplier are strictly non-refundable and non-creditable.
• Automatic Renewal: Subscriptions automatically renew for consecutive periods of identical duration unless either party provides a clear, formal written notice of non-renewal at least thirty (30) days prior to the expiration of the active billing cycle.

Intellectual Property Ownership

The Supplier retains absolute, exclusive, and unencumbered title, interest, copyright, and intellectual property ownership over all source code, database architectures, mathematical tracking logic, layout formats, branding elements, and system updates associated with the modules listed under this Agreement.

Data Protection & Processing (UK GDPR Compliant)

• Statutory Alignment: As an actively incorporated UK corporate entity, the Supplier strictly observes and complies with the statutory protections of the UK GDPR and the Data Protection Act 2018.
• Data Processor Status: The Customer explicitly acknowledges and agrees that concerning any end-user data or customer records uploaded into the CRM database, the Customer remains the Data Controller, and the Supplier acts purely as a Data Processor.

Structural Limitation Of Liability

• Exclusion of Indirect Losses: To the maximum extent permitted under the laws of England and Wales, the Supplier shall not be held liable to the Customer for any loss of corporate profits, trading revenue losses, business interruptions, loss of commercial opportunities, or incidental data corruption arising out of system usage or periodic maintenance windows.
• Financial Liability Cap: The total aggregate liability of the Supplier for any direct claims arising out of or related to this Agreement—whether in contract, tort (including negligence), or statutory breach—shall be completely capped at the exact total of software subscription fees paid by the Customer to the Supplier during the three (3) month period immediately preceding the event that triggered the claim.

Termination & Enforcement

• 10.1 Breach of Eligibility Status: Any violation of Section 1 (including the loss of regulatory licensing, misrepresentation of fintech authorization, or failing ongoing regulatory compliance checks) will result in the immediate, automatic termination of this Agreement and instantaneous closure of all software instances without prior notice or refund.
• 10.2 Non-Payment Suspension: The Supplier reserves the absolute right to instantly freeze or delete database access to all operational software modules ((including Live Chat, Ticketing, CRM, Mobile app, Client Portal, Price Feeds and client databases)) if any commercial invoice remains unpaid past its designated seven-day due date.
• 10.3 Absolute Right of Deactivation and Service Modification: The Supplier reserves the absolute right, at its sole discretion and without prior notice or liability to the Customer, to deactivate, suspend, discontinue, or restrict access to any specific software module, feature, application, or the entire technology ecosystem at any time, for any reason whatsoever (including, but not limited to, emergency technical maintenance, security vulnerabilities, localized regulatory changes, or strategic commercial shifts). The Customer explicitly acknowledges and agrees that any such deactivation or suspension by the Supplier: (a) shall not constitute a breach of this Agreement; (b) shall not entitle the Customer to any refunds, subscription credits, price offsets, or financial compensation; and (c) shall not hold the Supplier liable for any direct or indirect operational losses, client churn, or lost trading revenues incurred by the Customer.

Governing Law & Jurisdiction

This Agreement, its structural construction, and any non-contractual obligations or legal disputes arising out of it shall be governed exclusively by, and interpreted in accordance with, the laws of England and Wales. Both parties irrevocably and unconditionally agree that the courts of London, England, shall possess exclusive jurisdiction to hear and settle any legal proceedings or contractual disputes arising under this operating framework.