Terms

1. Who this is between

Pruvyo is operated by Pruvyo Limited, a company registered in England and Wales. These terms are between that company and the institution that holds the account, not between it and the individuals who sign in.

Where you and we have signed an order form, that document governs where it differs from these terms. Where the data processing agreement differs from either on a question about personal data, the data processing agreement governs.

These terms, your order form and the data processing agreement are one agreement between us.

2. What Pruvyo does

Pruvyo reads the accounts you already hold with your own providers, keeps every payment on one book, evaluates them against rules you write, records the decisions your people take, and prepares the filings your regulator takes.

3. What Pruvyo will not do, and what stays yours

Pruvyo does not move money and does not instruct anybody else to move it. What leaves this system is a verdict; your provider acts on it or does not. Credentials you give us are read only.

Pruvyo does not decide for you. Rules, thresholds and lists are yours, and every decision in the system carries the name of the person who made it and the time they made it.

Pruvyo is not a bank, a payment institution, an electronic money institution or a crypto-asset service provider, and nothing in the service is legal or regulatory advice. Your obligations to your regulator remain yours, and you keep your own judgement about every payment, every customer and every filing.

4. Your account and your people

You decide who may propose, who may approve and who may sign off, and that authority is enforced in the database rather than in the interface. You are responsible for who you admit and for keeping their credentials safe, and for everything done through your account.

You will tell us promptly if you believe an account has been compromised.

5. Your data

Your data is yours. We hold it to run the service and for nothing else: it is not sold, not shared with other customers, and not used to train any model.

Where we process personal data on your instruction, the data processing agreement applies and forms part of these terms.

You confirm that you have the right to give us the data you connect, that you have given whatever notices and hold whatever lawful basis your own law requires, and that connecting it does not break an agreement between you and your own provider.

6. What you will not do with it

• Use Pruvyo to break the law, or to help somebody else break it.
• Give us credentials that are not read only, or credentials you are not entitled to use.
• Attempt to reach another customer's data, or to test the security of the service without asking us first.
• Copy, adapt or reverse engineer any part of the service, except so far as the law expressly allows and you have first asked us for the information you need.
• Publish a benchmark or a performance comparison of the service without our written agreement.
• Resell the service, or run it on behalf of an institution that has no account with us.

7. Suspension

We may suspend access, in whole or in part, where we reasonably believe an account has been compromised, where continuing would break the law or put the service or another customer at serious risk, or where a fee is more than thirty days overdue and we have asked you for it in writing.

We will tell you why, restore access as soon as the reason has gone, and suspension does not extend the term or reduce the fees for it.

8. Availability

We do not commit to an availability figure and do not offer service credits. Feeds are synchronised on a schedule, a failed sync is recorded and retried rather than hidden, and a connection that is being refused says so on the screen instead of showing a healthy feed with nothing in it.

We may take the service down for maintenance, and will give notice where we can.

9. Fees

Fees are those in your order form. They are payable in advance and exclude VAT and any other tax, which is added where it applies. Invoices are payable within thirty days.

Late sums carry interest at eight per cent a year above the Bank of England base rate, accruing daily from the due date until payment.

Fees are not refundable except where these terms say so.

We may change fees for a renewal term on thirty days' notice before that term begins.

10. Term, and ending it

Either of us may end this agreement on one month's written notice, taking effect at the end of the month after the month in which notice is given.

Either of us may end it immediately if the other commits a material breach and does not fix it within thirty days of being told, or becomes insolvent.

On ending, you choose: your data back, or deleted. Where anti money laundering law obliges either of us to keep something for a fixed period, that period is honoured and nothing beyond it is kept. Fees already paid for a period that has begun are not refunded.

11. Confidentiality

Each of us will keep the other's confidential information confidential, and use it only to perform this agreement. This does not apply to information that is public through no fault of the receiver, that the receiver already had, or that must be disclosed by law or to a regulator.

12. Who owns what

We own Pruvyo, including the software, the rule catalogue, the filing catalogue and the connectors. You own your data and everything your people write in the system.

Where you tell us how the product should work, we may act on it without owing you anything for it.

13. What we promise, and what we do not

We promise to provide the service with reasonable care and skill.

Beyond that promise, and beyond anything that cannot lawfully be excluded, the service is provided as it is. Every other term implied by statute or by common law, including any about satisfactory quality, fitness for a particular purpose or accuracy, is excluded so far as the law allows.

We do not promise that the service will be uninterrupted or free of faults, that it will detect every instance of financial crime, that a rule will fire on every case a supervisor would expect it to, or that using Pruvyo makes you compliant. Compliance is a state of your institution, not a feature of software.

Pruvyo evaluates what it is given. Where a provider's feed is late, partial or wrong, the book is too. The product records what a rule could not measure rather than presenting a partial answer as a whole one, and we do not warrant data we did not create.

Anything offered as early access, a preview or a sandbox is provided as it is, and this clause applies to it in full.

14. Your indemnity

You will indemnify us against any claim brought against us, and any loss, cost or expense we reasonably incur, arising out of the data you connect or upload, including a claim that we were not entitled to hold or process it; your use of the service in breach of these terms or of any law; a claim by one of your customers, by a counterparty or by your regulator about a decision you took, a payment you allowed or stopped, or a filing you made or did not make; or a claim that something you gave us infringes somebody's rights.

We will tell you about such a claim promptly, will not settle it without your agreement, and will let you conduct the defence if you ask and pay for it.

15. Liability

Neither of us excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited.

Subject to that, neither of us is liable for loss of profit, revenue, business, anticipated savings or goodwill, or for any indirect or consequential loss, whether or not it was foreseeable.

Subject to that, each party's total liability for everything arising under this agreement in any period of twelve months, whether in contract, in tort including negligence, for breach of statutory duty or otherwise, is limited in aggregate to the fees paid by you for the month immediately before the first event giving rise to a claim in that period.

That limit does not apply to your obligation to pay fees, or to your indemnity in clause 14.

Pruvyo is not liable for a decision your people take, for a filing you make or fail to make, for a fine or other sanction imposed on you by your regulator, or for what one of your providers does or does not do with a verdict we produce.

Neither of us may bring a claim more than twelve months after becoming aware of the facts giving rise to it.

16. Things outside our control

Neither of us is in breach because of something outside its reasonable control, including the failure of a provider you have connected, the loss of a public network, an act of government, or an event affecting a hosting provider. The affected party will tell the other and do what it reasonably can to work around it.

If it lasts more than sixty days, either of us may end this agreement on written notice.

17. Sanctions, bribery and the law

Each of us will comply with the sanctions, anti money laundering, anti bribery and anti facilitation of tax evasion laws that apply to it.

You confirm that neither you nor anybody who controls you is a designated person under a sanctions regime binding on us, and you will tell us at once if that changes. We may suspend or end this agreement immediately if it does.

18. Changes

We may change these terms on thirty days' notice. If a change is materially bad for you, you may end this agreement before it takes effect and pay nothing further.

We may change the product. We will not remove something you depend on without telling you first.

19. General

This agreement is the whole agreement between us. Each of us confirms that it has not relied on any statement, promise or representation that is not written in it, and neither of us has a remedy for a misrepresentation that was not made fraudulently.

Nobody other than you and us may enforce any part of this agreement under the Contracts (Rights of Third Parties) Act 1999.

Nothing here makes either of us the other's agent, partner or employee.

Neither of us may transfer this agreement without the other's consent, except to a company that acquires substantially all of our business.

We may say that you are a customer and use your name and mark for that purpose. Tell us and we will stop.

Notices are given in writing to the contact each of us has given the other. Notices to us go to info@pruvyo.com.

If a court finds part of this unenforceable, the rest survives. Confidentiality, ownership, indemnity, liability and this clause survive the end of this agreement.

20. Law and courts

This agreement and any dispute arising out of it, including a non-contractual one, is governed by the law of England and Wales, and the courts of England have exclusive jurisdiction.