FINEXA AI LIMITED – TERMS AND CONDITIONS
Last Updated: 28th February 2025

These Terms and Conditions (“Terms”) govern your use of the services provided by Finexa AI Limited (“Finexa AI,” “we,” “our,” or “us”). These Terms constitute a legally binding agreement between you (“Client,” “End User,” or “you”) and Finexa AI with respect to the leads database and associated services (the “Services”). By accessing or using any part of the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use or access the Services.

1. DEFINITIONS

1.1 “Client” or “End User”
Means the individual, company, or other legal entity that has agreed to purchase or use the Services from Finexa AI.

1.2 “Finexa AI” or “Finexa AI Limited”
Means Finexa AI Limited (a company incorporated in England and Wales under company number [insert number if available]) whose registered address is 28 Stockwell Park Crescent, London, SW9 0DE.

1.3 “Services”
Means the software platform, data, and other deliverables or outputs provided by Finexa AI that allow Clients to access contact details of companies and individuals in the UK finance industry, including but not limited to individuals and firms regulated by the Financial Conduct Authority (“FCA”).

1.4 “FCA”
Means the Financial Conduct Authority, the regulatory body in the United Kingdom responsible for overseeing the financial services industry and maintaining the Financial Services Register (“FS Register”).

1.5 “FS Register”
Means the publicly available FCA Financial Services Register, from which data about regulated firms, individuals, and other bodies is accessed (including through the FCA’s Application Programming Interface “API”).

1.6 “Companies House”
Means the United Kingdom’s registrar of companies, from which Finexa AI may obtain publicly available data to enrich its leads database.

1.7 “Input Material”
Means any data, information, or material (whether in electronic form or otherwise) provided by the Client to Finexa AI for the purpose of receiving Services.

1.8 “Output Material”
Means any data, documents, or other outputs (whether in electronic form or otherwise) generated or provided by Finexa AI to the Client as part of the Services.

1.9 “Data Protection Legislation”
Means all applicable data protection and privacy laws, including but not limited to the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, and any other applicable laws or regulations relating to the processing of personal data and privacy.

2. SUPPLY OF THE SERVICES

2.1 Provision of Services
Finexa AI shall provide the Services to the Client in accordance with these Terms. The Client will take all reasonable steps to comply with the obligations and restrictions set forth herein.

2.2 Use of Third-Party Data
The Client acknowledges that Finexa AI obtains information from the FS Register (via its API) and Companies House, and Finexa AI enriches and compiles such information into the leads database. Finexa AI does not guarantee the completeness, accuracy, or timeliness of the data provided.

2.3 Scope of License
Subject to these Terms, Finexa AI grants the Client a non-exclusive, revocable, non-transferable license to use the Output Material solely for its internal business purposes.

2.4 Client’s Responsibility for Legitimacy of Use
(a) The Client acknowledges and agrees that it is solely responsible for ensuring that its use of the contact details (Output Material) is lawful under the applicable Data Protection Legislation.
(b) The Client further represents and warrants that it has a valid lawful basis (e.g., “legitimate interest”) under the GDPR or other relevant laws before contacting any individual whose data is provided through the Services.

2.5 TPS (Telephone Preference Service) Compliance
Where telephone numbers are included in the Output Material for sales or marketing purposes, the Client is solely responsible for screening these numbers against the Telephone Preference Service (TPS) and Corporate TPS lists, as applicable, prior to making any calls.

2.6 Changes to the Services
Finexa AI may, without prior notice, make any changes to the Services that are required to comply with applicable legal or regulatory requirements, or that do not materially affect the nature or quality of the Services.

3. CONFIDENTIALITY & INTELLECTUAL PROPERTY

3.1 Ownership
(a) All intellectual property rights (including copyright) in the data originating from the FCA, Companies House, or other third-party sources remain with the respective owners.
(b) Finexa AI (or its licensors) shall own and retain all intellectual property rights in any proprietary software, processes, methodologies, or other materials it uses or provides in connection with the Services.

3.2 Confidential Information
(a) Each party agrees to keep confidential any information provided by the other party that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information.
(b) This obligation of confidentiality shall not apply to information that (i) is public knowledge at the time of disclosure, or becomes public knowledge thereafter through no fault of the receiving party; (ii) was lawfully in the receiving party’s possession before disclosure; or (iii) is required to be disclosed by law or court order.

3.3 Use and Resale Restrictions
(a) The Client must not resell, redistribute, or otherwise provide the Output Material to any third party without Finexa AI’s prior written consent.
(b) The Client must not use the Output Material for any purpose outside of its internal business needs, and different departments or associated entities within the Client’s organization may only access the Output Material if covered by the Client’s license with Finexa AI.

3.4 No Removal of Notices
The Client shall not remove or alter any copyright, trademark, or other proprietary notices included in or on the Output Material or the Services.

3.5 No Reverse Engineering
The Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the software used by Finexa AI to provide the Services, except to the extent expressly permitted by law.

3.6 COPYRIGHT OF FINEXA AI
3.6.1 Ownership and Protection. All content, software code, designs, data compilations, text, graphics, logos, and other materials made available by Finexa AI (collectively, the “Works”) are protected by copyright law in the United Kingdom and international copyright treaties, where applicable. Finexa AI Limited (or its licensors) owns all rights, title, and interest in and to the Works, and all such rights are expressly reserved.

3.6.2 Authorized Use. The Client is granted a limited, revocable, non-exclusive right to access and use the Works solely in connection with the Services as set out in these Terms. Except as expressly provided herein, no part of the Works may be reproduced, copied, modified, published, transmitted, distributed, displayed, sold, licensed, or otherwise exploited by the Client without Finexa AI’s prior written consent.

3.6.3 Prohibitions.

• The Client shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in or on the Works.

• The Client shall not engage in (or permit any third party to engage in) any unauthorized downloading, copying, reverse engineering, or other exploitation of the Works.

3.6.4 Enforcement. Any unauthorized use of the Works constitutes a breach of these Terms and may also violate applicable intellectual property laws, including but not limited to the Copyright, Designs and Patents Act 1988. Finexa AI reserves the right to pursue all available legal remedies to enforce its rights under UK law and any other applicable jurisdictions.

3.6.5 Survival. The provisions of this Section shall survive the termination or expiration of these Terms for any reason.

4. DATA PROTECTION & GDPR COMPLIANCE

4.1 Client as Data Controller
The Client acknowledges and agrees that, for the personal data contained within the Output Material, the Client shall be deemed the data controller (as defined under Data Protection Legislation) with respect to any subsequent processing or use of that personal data. Finexa AI acts as the data provider or data processor (where applicable) in making such personal data available.

4.2 Lawful Processing
The Client is responsible for ensuring that all personal data processing activities it undertakes comply with Data Protection Legislation. The Client shall maintain appropriate records of processing and implement adequate technical and organizational measures to protect personal data.

4.3 Indemnification
The Client shall fully indemnify and hold harmless Finexa AI against any claims, damages, liabilities, fines, or expenses (including reasonable legal fees) arising out of the Client’s breach of Data Protection Legislation or misuse of the personal data obtained through the Services.

5. WARRANTIES & LIABILITY

5.1 Accuracy of Data
(a) Finexa AI obtains the data from the FCA’s FS Register and Companies House and enriches it with publicly available information. While Finexa AI aims to maintain a high level of data accuracy, the information may be incomplete, outdated, or otherwise incorrect.
(b) Finexa AI provides no warranty or guarantee regarding the accuracy, completeness, or timeliness of the Output Material.

5.2 No Other Warranties
Except as expressly set out in these Terms, the Services and Output Material are provided on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.3 Limitation of Liability
(a) To the fullest extent permitted by law, Finexa AI shall not be liable for any indirect, special, incidental, punitive, or consequential losses, including but not limited to loss of profits, data, or revenue, arising from or in connection with these Terms or the use of the Services.
(b) In no event shall Finexa AI’s total aggregate liability to the Client (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) exceed the total amount of fees actually paid by the Client to Finexa AI in the preceding six (6) months for the specific Services giving rise to the claim, or £100 if no fees were paid.

5.4 Indemnification
The Client shall indemnify, defend, and hold harmless Finexa AI, its officers, directors, employees, and affiliates from and against all claims, damages, losses, costs, and expenses arising out of or related to the Client’s use of the Output Material or any breach of these Terms.

5.5 Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms (except the Client’s payment obligations) if the delay or failure is due to events beyond the reasonable control of that party, including (without limitation) acts of God, strike, lock-out, or industrial action, war, riot, civil commotion, compliance with any law or governmental order, rule, regulation, or direction, pandemic, or any event leading to a disruption of internet connectivity.

6. PAYMENT TERMS

6.1 Fees
Where the Client purchases the Services for a fee, Finexa AI shall invoice the Client according to the agreed pricing schedule. All fees are exclusive of VAT (if applicable), which shall be payable by the Client in addition.

6.2 Payment
Unless otherwise agreed in writing, the Client shall pay all invoices within thirty (30) days of the invoice date. Late payments may accrue interest at the statutory rate or the maximum allowed by law.

6.3 Suspension of Services
If the Client fails to pay any sum due under these Terms by the due date, Finexa AI reserves the right to suspend the Client’s access to the Services until full payment is received, without further liability or obligation to the Client.

7. TERMINATION

7.1 Termination for Breach
Finexa AI may immediately terminate or suspend the Client’s access to the Services if:

• The Client breaches any material provision of these Terms and fails to remedy such breach (if remediable) within fourteen (14) days of notice from Finexa AI; or

• The Client fails to pay any invoice when due and does not rectify such failure within the time specified by Finexa AI’s payment reminders.

7.2 Termination by the Client
The Client may terminate these Terms by providing written notice to Finexa AI and ceasing all use of the Services. Unless otherwise stated in a separate agreement, no refunds shall be provided.

7.3 Effect of Termination
Upon termination for any reason:
(a) The Client shall cease all use of the Services and the Output Material.
(b) The Client shall delete or destroy any copies of the Output Material unless retention is required by law.
(c) Any accrued rights or liabilities of the parties at the date of termination and the continuation of any provision that by its nature or express terms should survive termination shall remain in full force and effect.

8. GENERAL

8.1 Entire Agreement
These Terms, together with any applicable order form or additional terms incorporated by reference, constitute the entire agreement between the parties and supersede any previous agreement or understanding relating to the subject matter hereof.

8.2 No Waiver
No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of such right or remedy.

8.3 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of the Terms shall remain valid and enforceable to the fullest extent permitted by law.

8.4 Assignment
The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of Finexa AI. Finexa AI may assign its rights or obligations to any affiliate or successor entity without notice.

8.5 Third-Party Rights
A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision herein.

8.6 Governing Law & Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the non-exclusive jurisdiction of the English courts for any disputes arising out of or relating to these Terms.

8.7 Notices
Any notice required under these Terms shall be given in writing. Notices to Finexa AI shall be sent to the registered address above or via the email address provided by Finexa AI. Notices to the Client shall be sent to the address or email the Client provided when signing up for or purchasing the Services.

9. CONTACT US

If you have any questions regarding these Terms or any other aspect of our Services, please contact Finexa AI at:

Finexa AI Limited
28 Stockwell Park Crescent
London, SW9 0DE
Email: contact@finexa.ai

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS AND CONDITIONS.