We are Nuvay Private Ltd trading as “Phraze”. Our company information is at the end of this document.

These are our terms and conditions which apply to our Service (explained below). Please read the entire document carefully and contact us if anything is unclear. We’ve tried to make it user-friendly but please note that the summaries/explanations for each section in capitals aren’t a substitute for the rest of the text. Please save a copy for future reference. These terms are only available in English and they replace any previous versions.

Where you communicate with us on behalf of an organisation, you promise that you have authority to do so.

THIS SECTION TELLS YOU WHAT CERTAIN WORDS MEAN WHEREVER THEY ARE USED WITH A CAPITAL LETTER IN THIS DOCUMENT

THIS SECTION TELLS YOU HOW AND WHEN YOU BECOME LEGALLY BOUND BY A CONTRACT WITH US

By registering on our Web App, you enter a legal contract with us to use our Service. Alternatively, if you first download our Mobile App, you enter into a legal contract with us at that point.

For Mobile App users: These terms and conditions are an “end user licence agreement” between you and us (not the Store) in relation to our Mobile App (i.e., setting out how we allow you to use our Mobile App). We, and not the Store, are solely responsible for the Mobile App and its content. You agree that the Store has no obligation to supply any maintenance or support services in relation to the Mobile App.

By accessing any part of our Service that does not require registration/payment, you are also bound by these terms to the extent they are relevant.

IN SHORT: CONSUMERS MAY HAVE THE RIGHT TO GET OUT OF THE CONTRACT WITHIN THE FIRST 14 DAYS

If you are a Consumer, you may have the legal right to cancel this contract within 14 days of the start of the contract if you comply with the requirements explained in the Annex at the end of this document.

However, you lose the right to cancel where the supply of digital content (i.e., the Mobile App) began before the end of cancellation period with your specific agreement, and you agreed that your right to cancel would be lost in such case.

IN SHORT: WE CAN CHANGE THESE TERMS BUT YOU MAY HAVE CERTAIN OPTIONS IF YOU DISAGREE

We may change these terms and conditions. We will give you reasonable notice before they take effect by posting them on our website and/or communicating them to you by email or otherwise.

If you don’t agree to the new terms, you should end this contract as explained below before the new terms take effect.

THIS SECTION SETS OUT CERTAIN LIMITS ON YOUR RIGHT TO USE OUR SERVICE

We grant you a limited personal non-transferable right to use our Service on any applicable device owned or controlled by you subject to these terms and conditions.

If you use our Mobile App, you agree to comply with the applicable Store Terms. If our usage rules conflict with the Store Terms, the latter take priority. If you download the Mobile App from Apple, you can only use it on Apple-branded devices that you own or control except in the case of other accounts associated with you via family sharing or volume purchasing. You can find the Apple/Google Play UK terms here: www.apple.com/uk/legal/internet-services/itunes/uk/terms.html www.play.google.com/intl/en_uk/about/play-terms/index.html

You agree to comply with any applicable third party terms when using our Service.

THIS SECTION SETS OUT THE LEGAL STANDARD OF SERVICE THAT WE PROMISE YOU

Subject to the rest of these terms, we agree to provide our Service with reasonable skill and care.

THIS SECTION SETS OUT THE BEHAVIOUR AND OTHER REQUIREMENTS TO USE OUR SERVICE

You agree not to do any of the following in connection with our Service:

You agree to:

You agree to ensure that any contact or other information that you supply to us is accurate and not misleading and you will tell us if there are any important changes. We are not responsible for checking or updating your contact information even if we have reason to think that it is wrong or out of date (e.g., because our email is returned). In any case, you accept the risk that for whatever reason notifications or alerts may not be correctly sent out by our Service or received by the intended recipient and you must diarise key dates and/or follow up communications as appropriate.

THIS SECTION CONTAINS CERTAIN PROMISES BY YOU REGARDING YOUR CONTENT AND GIVES US SOME RIGHTS INCLUDING TO REMOVE/DELETE/DISCLOSE THE CONTENT IN CERTAIN CIRCUMSTANCES

You are responsible for your Content.

You agree that you have (and will keep) all rights needed to enable us to use your Content as contemplated by the Service and these terms and conditions.

Provided we comply with data protection law, we are entitled (without telling you or giving you a refund) to reject, suspend, alter, remove or delete Content or to disclose to the police or other relevant authorities or to a complainant any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal offence may have been committed, or where required by law or where requested by the police or other appropriate authorities or companies who provide relevant services to us.

We are not legally responsible if your Content is misused by others. You must take reasonable care when deciding which Content to display on or send via our Service.

We may place advertisements near or within your Content. If so, we retain all revenue from such advertisements.

It is your responsibility to make your own frequent notes of Content if you want protection if it is lost or damaged. We are not responsible for loss or damage that could have been avoided if you had made a backup (but this doesn’t affect our duties under data protection laws).

Uninstalling the Mobile App may result in deletion of all Content on your device.

THIS SECTION CONTAINS IMPORTANT WARNINGS ABOUT YOUR DEALINGS WITH OTHER USERS AND WHAT TO DO IF YOU ENCOUNTER MISBEHAVIOUR

You deal with other Users at your own risk. We are not legally responsible for any dealings between Users.

If you encounter any inappropriate Content or behaviour in connection with our Service or if you have any concerns for your safety, you agree to immediately (1) stop communicating with the other person and (2) tell us. Please also use any available blocking mechanisms and seek relevant external help If appropriate (e.g., from law enforcement authorities).

IN SHORT: WE AREN’T RESPONSIBLE FOR ADVERTISING ETC BY OTHER PEOPLE ON OUR SERVICE

We may display other peoples’ services, advertising and/or links to other websites. We do not recommend or endorse, nor are we legally responsible for, any of these. You use them at your own risk.

IN SHORT: YOU ARE RESPONSIBLE FOR YOUR ACCOUNT AND MUST KEEP IT CONFIDENTIAL

Unless otherwise specifically stated on our Service, your account is for your personal use only and is non-transferable. You agree not to allow anyone else to use your account except to grant access to authorised Users where our Service is designed to allow this.

You agree to take reasonable care to keep your login information confidential and to tell us immediately of any apparent breach of security such as loss or misuse of a password. You are responsible for your authorised Users and for unauthorised people who use your account or identity (unless and to the extent that we are at fault).

THIS SECTION COVERS YOUR PAYMENT OBLIGATIONS

Certain features of our Service are chargeable. Payment is in advance. Prices, subscription periods and payment methods are as explained on our Service. The prices shown include any applicable VAT or other sales tax unless we say otherwise.

If we have mispriced any part of our Service, we are not obliged to supply the Service at that price provided we notify you. If we do notify you, then you can decide if you want to continue with the Service at the correct price.

Your subscription will continue to be auto-renewed for the subscription period you signed up to unless you end your subscription at least 14 days before the next renewal date by following the instructions on our Service. Ending your subscription does not entitle you to a refund (unless Consumer cooling off rights apply).

You authorise us and our payment provider to place a hold on, or charge, your payment card for the relevant amounts or otherwise take payment whenever payments are due in accordance with this agreement. It is your responsibility to update your payment card details as necessary.

We may at any time change our subscription prices. We will give you notice by email at least two months before any price change takes effect. If you do not agree with the new price, you should end your subscription. Otherwise, the next renewal of your subscription after our notice will be at the new price.

You must contact us immediately with full details if you dispute any payment.

You agree that you are legally bound by the terms and conditions of any payment providers whose services you use on our Service. We aren’t responsible for what they do or don’t do.

THIS SECTION TELLS YOU HOW YOU ARE ALLOWED TO USE DISCOUNT CODES ON OUR SITE

You can only use codes to make purchases through the account for which the discount code was offered and registered. You must not sell or transfer codes to anyone else.

Unless we say otherwise: codes expire after 30 days, they can only be used once for future new orders placed online and you can only use one discount code per transaction.

We may suspend or cancel codes and/or cancel any relevant purchase and/or close any relevant account if we think that the codes have been used fraudulently, illegally or in breach of our terms and conditions or if a relevant payment is charged back or otherwise cancelled or reversed or if.

Codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.

THIS SECTION SETS OUT THE AMBIT OF OUR SUPPORT SERVICE, IF APPLICABLE

The Service includes support only if we opt to provide support and, if so, by the specified contact methods. Any support service is only intended to address configuration and proper use of, or any errors or interruptions arising from, our Service.

Unless we say otherwise, any support that we do opt to provide is only available by email between 9am and 5pm on business days in England and we do not guarantee any particular response times or outcomes. Any response times given are calculated in English business hours/days unless we say otherwise. We are allowed to change or withdraw our support service at any time.

In any event, we aren’t obliged to supply support if you owe us any money or have otherwise broken this contract.

THIS SECTION TELLS YOU WHEN AND HOW YOU OR WE CAN END (OR SUSPEND) THE CONTRACT AND, IF SO, WHAT HAPPENS

You are entitled to end this contract at any time by emailing us to the email address shown below as explained on our Service and, if you are a Mobile App User, by uninstalling the Mobile App from all of your devices. If you are a subscriber (1) termination doesn’t entitle you to a refund unless you have Consumer “cooling off” rights as explained above and (2) you must also end your subscription as explained above (“Paying us…”) and termination will not take effect until your subscription ends. You will have to make another payment if you terminate less than 14 days before the next renewal date.

We are entitled to end this contract at any time or suspend part or all of our Service or impose restrictions on our Service if:

If we suspend our Service, you remain responsible to pay for our Service during the period of suspension if you were at fault. We are entitled to make resumption of a suspended Service subject to reasonable conditions including payment of a reasonable reconnection fee.

If you are a free User, we are entitled to end this contract at any time and for any reason.

We are entitled at any time to end this contract if we terminate our Service as a whole if in our reasonable opinion it is necessary to do so for security, technical or operational reasons.

If this contract ends:

IN SHORT: WE DON’T PROMISE THAT OUR SERVICE WILL BE ERROR-FREE

We do not guarantee that the Service will be uninterrupted or error-free or that any Content generated, stored, transmitted or used via or in connection with the Service will be complete, accurate, secure, up to date, received or delivered correctly or at all.

We are entitled without liability to suspend the Service for repair, maintenance, improvement or other technical reason. For any planned maintenance we will try to provide reasonable notice.

HERE ARE SOME IMPORTANT LIABILITY DISCLAIMERS REGARDING OUR SERVICE

We do not guarantee that the Service will be uninterrupted or error-free or that any Content generated, stored, transmitted or used via or in connection with the Service will be complete, accurate, secure, up to date, received or delivered correctly or at all.

We are entitled without notice and without liability to suspend the Service for repair, maintenance, improvement or other technical reason. We will take reasonable steps to restore the Service as quickly as possible.

If we ourselves provide any general guidance or other similar information on or via our Service, we do not guarantee that such information is accurate or up to date or relevant to you and we do not accept legal responsibility for it. Before acting on such information, you must make your own appropriate and careful enquiries including as to its accuracy and suitability for your purposes. You rely on such information at your own risk.

It is your responsibility to satisfy yourself that use of our Service enables compliance with all applicable laws and regulations relating to your industry or generally (e.g., employment, health & safety, tax). We are not responsible for such matters.

IN SHORT: WE DON’T GUARANTEE OUR MOBILE APP IS OR WILL REMAIN COMPATIBLE WITH YOUR DEVICE

We do not guarantee that the Mobile App is or will be compatible with any particular mobile devices or associated operating systems (OS’s). You must check that the Mobile App works on your applicable device before you subscribe. You acknowledge that the supplier of the device or OS may issue an update that causes our Mobile App to stop working. We may issue Mobile App updates through the Store; if so, you may not be able to use our Mobile App properly or at all until you have downloaded the update, which may be subject to agreement to new terms and conditions. It is your responsibility to frequently monitor for Mobile App updates and to install them as soon as they become available.

THIS SECTION LIMITS OUR LEGAL RESPONSIBILITY IN VARIOUS WAYS AND MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES WE SUFFER, EG IF YOU BREAK THE CONTRACT

Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents, who have the right to enforce this agreement.

If you are a Consumer, subject to the above we shall not be liable for any loss or damage where:

If you are a Consumer, you will be responsible to us for any reasonably foreseeable loss or damage we suffer (including claims made by other people) resulting from your breach of this agreement or misuse of our Service.

The following clauses apply only if you are not a Consumer:

THIS SECTION CONFIRMS THAT YOU AND WE REMAIN OWNERS OF COPYRIGHT AND OTHER IP RIGHTS IN OUR RESPECTIVE CONTENT AND SETS OUT HOW WE ALLOW EACH OTHER TO USE THE CONTENT

IP in your Content

You remain the owner of the IP in any Content you provide to us. You allow us, at no cost and for so long as this contract lasts, to use such material insofar as reasonably necessary for our Service.

IP in our Content

We and/or our partners own the IP in all Content that we use on or in connection with our Service. Let’s call this “our Content”.

You may view our Content on your device for your private personal, non-commercial and (if you are a business) your internal business use only. Unless these terms specifically allow you to or we give you clear written permission, you must not otherwise use all or any part of our Content including by copying, publishing (on the Internet or otherwise), selling or altering it, taking extracts from it or passing it on to other people. You must not misrepresent the ownership or source of our Content, for example by changing or removing any legal notices or author attributions.

Just to be clear - you must not collect, scrape, harvest, frame or deep-link to our Content without our specific prior written consent.

As regards our Mobile App, you must not reverse-engineer or decompile any of our software in any way (except to the extent allowed by applicable law). You must not alter or create or use a modified or derivative version of our software or distribute or sublicense our software to third parties. You must take reasonable steps to ensure that our software is not disclosed to anyone else.

Our design service

If we create any designs for you, we license our designs for your own use only in connection with our Service subject to payment of our design fee in full.

IN SHORT: OUR PRIVACY POLICY APPLIES

You agree that we can deal with your personal information in accordance with our Privacy Policy www.phraze.com/privacy-policy which may change from time to time. However, separate requirements apply were where we act as a “processor” – see below.

THIS SECTION SETS OUT OUR GDPR OBLIGATIONS WHERE WE ACT AS A PROCESSOR RATHER THAN A CONTROLLER OF PERSONAL INFORMATION

This clause applies to personal information we handle as a “processor”, namely any personal information within Input Data (e.g., contact lists or personal information included in documents uploaded to our Service). We process it during the contract to enable us to provide our services to you. It is your responsibility to comply with your legal duties as a controller of such data, including to obtain any necessary consents.

We agree to the following in relation to such data:

We are entitled at any time by giving you 30 days’ notice in writing to replace this clause with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner.

IN SHORT: WE AREN’T RESPONSIBLE FOR “ACTS OF GOD”

We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics/pandemics.

IN SHORT: WE CAN PASS THIS CONTRACT TO SOMEONE ELSE BUT YOU NEED OUR PERMISSION TO DO LIKEWISE

We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.

IN SHORT: ENGLISH LAW APPLIES AND ONLY UK COURTS CAN ADJUDICATE ON DISPUTES

This contract is under English law and any disputes will be decided only by the courts of the United Kingdom. If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions affects your rights as a Consumer to rely on such mandatory provisions of local law.

HERE ARE SOME FINAL BUT IMPORTANT POINTS THAT APPLY

We may send all notices under this agreement by email to the most recent email address you have given us. You can send notices to our email address shown below. Headings used in this agreement are for information and not binding. If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement will still apply. If either of us overlooks any breach of this agreement by the other, it can still be actioned later. A person who is not a party to this agreement can’t enforce it unless the agreement says otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement makes any party an agent, employee or representative of the other.

HERE ARE SOME ADDITIONAL LEGAL TERMS REQUIRED BY APPLE REGARDING OUR MOBILE APP

We, not Apple, are responsible for addressing your claims or the claims of any third party relating to the Mobile App or the end-user’s possession and/or use of that Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation including use of HealthKit and HomeKit frameworks.

If any third party claim that the Mobile App or your possession and use of the Mobile App infringes their intellectual property rights, we, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Apple and its subsidiaries are third party beneficiaries of this agreement, and that the Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary thereof.

If you have any complaints, please contact us via the contact details shown below.

Company name: Nuvay Private Ltd

Trading name: “Phraze”

Country of incorporation: England and Wales

Registered number: 13309098

Registered office and contact address: 6 Diamond Road, Ruislip, England, HA4 0PG

Contact email address: info@nuvay.co.uk

Other contact information: See our website/contact page, contact