Harp Finance
Terms of Use

1. What’s in these terms?

These terms tell you the rules for using our website www.HarpFi.com (our site), your HarpFi account and its related services (the “Services”or “Platform”).

2. Who we are and how to contact us?

Our site is operated by HarpFi Ltd (we or us). We are registered in Birmingham and Wales under company number 10338529 and have our registered office at 66-68 Radclyffe House, Hagley Road, Birmingham, B168PF, United Kingdom.

We are regulated by the Financial Conduct Authority as an Electronic Money Institution under the Electronic Money Regulations 2011 for the issuing of electronic money. We are included in the FCA’s registered of electronic money institution firms (Firm Registration Number 938488) which can be found on the FCA website.

To contact us, please contact through [email protected]

3. By using our Services you accept these terms

By using our Services, you confirm that you accept these terms of use and that you agree to comply with them .

If you do not agree to these terms, you must not use our Services.

We recommend that you print a copy of these terms for future reference.

4. There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our site:

• Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

5. Amendment to these Terms

We may amend these Terms at any time by posting a revised version on our website. The revised version will be effective at the time we post it unless otherwise noted.

6. We may make changes to your Services

We may update and change our Services from time to time to reflect changes to our products, our users’ needs and our business priorities. We will try to give you reasonable notice of any major changes.

We do not guarantee that our Services, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Services for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

7. Using Money in your HarpFi Account

Once you have e-money in your account you'll be able to use our services. For example, you can do the following:

• send money to and receive money from other HarpFi accounts and non-HarpFi accounts;
• change e-money from one currency to another (we call this a currency exchange). The currencies available might change occasionally;
• view information about and manage your account; and

8. Getting to know you

In order to comply with legal and operational obligations relating to combating money laundering and terrorist financing, we must possess sufficient information about you and verify such information on an ongoing basis.

You agree to us conducting due diligence checks on you and on any Authorised Users, directors, shareholders, affiliates and ultimate beneficial owners as required during the Term of this Agreement. We may make, directly or through any third party, whatever steps we consider necessary to verify that information. We may keep records of the contents and results of any searches that we carry out on you in accordance with all current and Applicable Law.

You are responsible for providing and maintaining accurate information on your account and our platform. Where we request information from you to complete our due diligence checks, you shall cooperate in good faith and promptly provide such information requested by us and agree to take all reasonable measures to notify us in timely manner as to any changes to the information you have previously supplied, in accordance with the terms of this Agreement. If you fail to do so, we are permitted to suspend the provision of the Services and inform any Third Party Supplier of this.

We may, upon request by any Third Party Supplier, financial institution, competent authority or any other party with a justified interest, disclose data that is necessary to identify and contact you for the purposes of our and/or their compliance with Applicable Law.

Further details of how your information will be used by us and these fraud prevention agencies, and your data protection rights, can be found in our privacy policy.

9. Eligibility

You must be over 18 years old to open an account.

When you ask to open an account, the following apply:

• you promise that you have full authority to enter into the agreement and meet the obligations under it; and
• we, or someone acting for us, will ask for certain information about you, where the amount you are opening the account with comes from, your authorized persons (as explained below), as well as any directors, partners, people with significant control over your business or any beneficial owners. We'll also ask you to confirm that any authorized person has your authority to act on your behalf and that they have agreed to keep to these terms and conditions.

We will only give you access to your HarpFi account and the HarpFi Dashboard once we have all the information we need.

You can't open more than one HarpFi account, or open a new HarpFi account if we've previously closed a HarpFi account that you held. You also cannot open an account with us if you are a charity, political organization or religious organization.

If you operate or are involved in any of the following industries or businesses, you will not be able to open a HarpFi account:

1. Non-licensed businesses operating in a regulated industry
2. Narcotics and psychotropic substances
3. Trading in precious metals
4. Pornography, prostitution and sexual exploitations
5. Illegal and criminal activities
6. Participation in organized crime and racketeering
7. Fraud
8. Shell Organizations and unlicensed financial institutions
9. Terrorism and terrorist financing including unregistered NGOs
10. Currency Counterfeiting
11. Ponzi/Pyramid Scheme

Notwithstanding the above, we may in our own discretion not offer our services or if in accordance with our internal policies, we consider your business to be high risk.

Business clients (a corporate or unincorporated body, whether or not having separate legal personality) must specify an authorised person or persons to operate their account. We call such person(s) “Users”. You will be responsible for the acts (or omissions) of any other person you authorise to act on your behalf as if they were your own. We will not be responsible for any act (or failure to act) of anyone you authorise to operate your account, if we did not know or reasonably suspect that they were acting dishonestly. You should ensure all Users comply with the obligations and requirements in your agreement.

If you are a business client, you hereby warrant and represent to us that you are not a consumer, micro- enterprise nor a charity and agree to indemnify us for any losses, liabilities, claims, costs and or expenses directly or indirectly incurred by us as a result of it being established that the you are (or have been, during the term of our agreement) a consumer, micro-enterprise or a charity .

10. You must keep your account details safe

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us using the customer chat function on our site.

11. How you may use our material

We are the owner or the licensee of all intellectual property rights on our platforms, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our platforms for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our platform in breach of these terms of use, your right to use our platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

12. Do not rely on information on our platform

The content on our platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our platform.

Although we make reasonable efforts to update the information on our platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our platform is accurate, complete or up to date.

Where our platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

13. Unauthorised and Incorrect Transactions

We will not be responsible to you:

• if we make a payment incorrectly, unless you notify us of the incorrect payment without undue delay, and in any event within 5 Working Days after the debit date; or
• for any unauthorised transactions on your account, unless you notify us of the unauthorised payments without undue delay, and in any event within 5 Working Days after the debit date.
• You agree with HarpFi that pursuant to regulations 40(7) and 63(5) of the Payment Services Regulations 2017:
• the information requirements set out in the provisions of Part 6 of the Payment Services Regulations 2017 do not apply and we will provide you with only such information as required under the agreement between us.
• the obligations set out in Part 6 and regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 of the Payment Services Regulations 2017 do not apply and our obligations to you related to any payment transactions under the Payment Service will be only the obligations set out in the agreement between us.
• The maximum time period for reporting unauthorised or incorrectly executed payment transactions set out in regulation 74(1) of the Payment Services Regulations 2017 is varied to the maximum notification set out in this paragraph.

We have no control over the contents of those sites or resources.

14. Our liability

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Terms.

References to liability in this paragraph 14 include every kind of liability arising under or in connection with these Terms (and/or the performance or contemplated performance of the services), including liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise.

If we fail to comply with our obligations under the Terms, then, subject as set out below, we will be responsible to you for the loss or damage you suffer that is a foreseeable result of us breaking the Terms. However, we will not be responsible for loss or damage that is not foreseeable, whether such loss or damage arises as a result of us breaching the Terms or otherwise. Loss or damage is foreseeable if either it is obvious that it will happen or, if at the time we entered into the Terms, both you and we knew that it might happen.

We will not be responsible to you for any:

• loss of revenue, profits, interest, reputation, anticipated savings;
• loss of agreements or contracts;
• loss of use or corruption or restitution of software, data or information;
• loss of or damage to goodwill; and
• indirect, special or consequential damage or loss,

whether or not we have been informed of the possibility of any such liability, loss or damage.

We will not be responsible to you for any losses you suffer or costs that you incur because:

• we relied on any information you provide to us;
• we acted in accordance with our agreement and/or the Terms;
• you breached the Terms or failed to perform the obligations we reasonably expected you would perform in accordance with the Terms;
• you failed to realise the anticipated savings or benefits of a transaction; or
• we failed to fulfil our obligations under the Terms as a result of:
• the actions or omissions of any third party that are outside our control;
• any planned or essential maintenance to our systems;
• any changes in applicable laws or regulations that we have to comply with; or
• any abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all efforts to the contrary.

Subject to the provisions of this paragraph 14, our total liability to you under the Terms shall not exceed the total net revenue accrued to and received by us from the you in the preceding 6-month period, but, in any event, shall always be subject to the liability requirements provided for in the Payment Services Regulations 2017.

Nothing in the Terms limits any liability which cannot legally be limited including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation made by us on which you have relied;
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
• any other liability which, by applicable laws, cannot be excluded or limited.

This paragraph 14 shall survive termination of the Terms.

15. Uploading content to our platform

You must not misuse our platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our platform, the server on which our platform is stored or any server, computer or database connected to our platform. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our platform will cease immediately.

16. Authorized persons

You may authorize authorized representatives to operate your HarpFi account, including:

• A person authorized to enter this agreement on behalf of your business and will have access to your account
• A person authorized to initiate transactions on behalf of your business, make currency exchanges etc.

All authorized persons shall be obligated to submit certain documentation to be able to verify their identity. We will treat all instructions and actions by authorized persons acting within the limits of their authority as if you had given that instruction or carried out that action yourself.

It is your responsibility to withdraw your authority from, or impose limits on, any authorized person (for example, if they are no longer employed by you). Where any transaction is initiated by the authorized person which may lead to loss of funds by you, We shall not be liable for a refund if all measures under this section have not been adhered to.

Any authorized person must be 18 or over. You are also responsible for all their activities.

17. Account closure

You may close your account at any time and for any reason. However, we reserve the right to conduct certain checks before the account is closed. You are obligated to pay us any pending fees or money you owe us before your account closure and we may deduct these sums from your account balance by giving you notice.

We can close your account by giving you at least one (1) months’ notice. We may close your account immediately or stop you using the app if we believe you’ve:

• Broken the law (or attempted to break the law) or the terms of this agreement
• Put us in a position where we might break the law or are at risk of action from a regulator, law enforcement agency, or government body
• Given us false information
• Given a third party control of your account, phone, or PIN (unless you’ve formally agreed this with us or are legally allowed to)
• Been abusive to anyone at HarpFi or a member of our community
• You fail to pay any amount due to us under the agreement when it is due
• You commit a material breach of any other term of the agreement and (if such breach is remediable) fail to remedy that breach within a period of 30 days after being notified in writing to do so
• You repeatedly breach any of the Terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the Terms
• We suspect any fraudulent, unlawful, suspicious, or other similar activity on your account
• You suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts
• If you are a company or limited liability partnership, you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986), as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986
• If you are a partnership, and any partner to whom any of the foregoing applies
• You commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or you make a proposal for or enter into any compromise or arrangement with any of your creditors
• You apply to court for, or obtain, a moratorium under Part A1 of the IA 1986
• A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company, limited liability partnership, or partnership)
• An application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over you (being a company, partnership, or limited liability partnership)
• Any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in paragraph 15.2.5 to 15.2.9
• We are required to do so for regulatory or legal reasons or on the instruction of any of our banking partners
• If we terminate your account, we will try to notify you in advance. Where this is not possible, we will notify you immediately after. There may be instances where we cannot notify you at all for legal and regulatory reasons.
• Immediately before closing your account, we will settle all outstanding transactions on your account and deduct any applicable fees and charges due to us. We will return any amounts remaining in your account to you as soon as reasonably possible. If you owe us outstanding amounts, you shall pay these to us without delay. There may be instances where we cannot settle transactions on your account or close positions, such as for legal or regulatory reasons.
• Once we have closed your account, we may continue to hold data about you and your account in accordance with our privacy policy and for legal or regulatory reasons.

18. Account security

Upon completion of the successful onboarding, you will be expected to maintain certain security measures as mandated by us from time to time. You are solely responsible for, and will establish and maintain appropriate security, technical and operational measures.

If you suspect that there may be, have been, an authorized use of the Services, you should immediately contact us through [email protected]. We may restrict your account immediately until further security measures have been taken, if we reasonably suspect your account might be at risk of fraud or exposed to an unauthorized third party.

We will not be liable for any funds lost as a result of you revealing your security credentials to a third party.

You agree not to allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, HarpFi will not be liable to you for losses or damages. You will also take all reasonable steps to protect the security of the personal electronic device through which you access HarpFi’s services (including, without limitation, using PIN and/or password protected personally configured device functionality to access HarpFi’s services and not sharing your device with other people).

19. Funding your HarpFi account and making payments

You can fund your HarpFi account by making a bank transfer. When we receive the money we will add the equivalent value of e-money in your account. Make sure you follow our instructions carefully to avoid any delays.

The account details you must use to add money to your account will depend on the currency of the money you are adding.

When you wish us to make a payment we call this a “Payment Instruction”.

You can provide Payment Instructions by telephone, email or through one of our Platforms.

When placing a Payment Instruction, we will use reasonable efforts to verify your identity based on the information we hold about you. When you telephone or email us, we will need to identify you as an authorised User of the account. We may ask you various questions or perform various checks to confirm your identity. We will accept Payment Instructions from any person we reasonably believe to be authorised to give such instructions.

You will need to provide us with the relevant account numbers and other information on the beneficiary you wish to transfer funds to. You are responsible for providing us with correct beneficiary details. We will rely on the beneficiary details you provide. We will not be responsible for any errors that you make in any Payment Instruction, and you agree to reimburse us costs we reasonably incur as a result of any errors.

Sometimes, money you've asked us to transfer to someone is not paid into their account and is returned to us. If we had to carry out a currency exchange when we sent the payment, and can show that we did everything right, when we return the money to you we'll convert it back to the original currency. This means that the amount you receive back into your account might be less than the payment you made. We would not be responsible for any losses that this causes you.

20. Currency Exchange Transactions

When you wish to effect a currency exchange, we call this an “Order”. We will agree on the date on which you wish us to transfer the relevant funds and process the Order. We call this the “Value Date”.

When you place an Order, it will be:

• a “Spot Contract” when the Value Date is two Working Days or less; or
• a “Forward Contract” when the Value Date is two Working Days or more.

You can also specify a “Market Order”, which is an instruction to execute your Order when a desired exchange rate is achieved.

If you place an Order for a Forward Contract, we may require you to pay a deposit to us in cleared funds as a condition of us accepting your Order, and additional deposits at any time in such amount as we determine (we call this “Margin”).

You shall pay such Margin in cleared funds to our bank account within 24 hours of us requesting the Margin. If you fail to pay us the Margin, we may terminate your Order. You also agree to reimburse us the actual costs we reasonably incur as a result of you failing to pay the Margin and us terminating your Order.

The outstanding settlement of an Order must be paid on or before the Value Date.

Our exchange rates are based on foreign exchange markets which can change at any time. As such, exchange rates may vary immediately without notice. We do not have any obligation to notify you of any such changes.

21. Safeguarding of Funds

Segregation of Funds: All customer funds will be held in separate accounts, distinct from the operational funds of Harpfi, in order to ensure that your funds are protected in the event of insolvency or financial failure.

Management of Safeguarded Funds: The funds safeguarded under this clause will be managed in accordance with extant regulatory requirements. This includes ensuring that these funds are subject to adequate controls and oversight, which may include regular audits and reviews.

Access to Safeguarded Funds: You retain the right to access and withdraw your safeguarded funds in accordance with these Terms. Any restrictions or conditions on the withdrawal of safeguarded funds will be clearly stated at the time of the transaction, subject to applicable regulatory or legal requirements.

22. Execution Timelines

If you place a Payment Instruction for same day processing, we must receive your cleared settlement funds before 13.00 on a Working Day. If we receive your settlement funds after 13.00 or on a day which is not a Working Day, we will process your Payment Instruction on the next Working Day.

We will use reasonable endeavours to credit the funds to the beneficiary’s account:

• by the end of the next Working Day, if your Payment Instruction is in euro or sterling;
• by the end of the second Working Day, if your Payment Instruction involves a currency other than euro or sterling but is executed wholly within the European Economic Area; and
• as soon as possible in any other case.

We have no control over when the beneficiary’s payment services provider allows the beneficiary to access the funds. We will not be responsible for delays caused by other payment services providers in transferring money to us, or allowing a beneficiary to access the transmitted funds.

23. When we will refuse payment

We must refuse to make a payment, or delay a payment, in the following circumstances:

• if legal or regulatory requirements prevent us from making the payment or mean that we need to carry out further checks;
• if you have broken these terms and conditions in a way that we reasonably believe justifies us refusing or delaying your payment;
• if we believe that processing your instruction would break these terms and conditions or that your instruction doesn't contain all the information we need to make the payment properly;
• if the amount is over, or would take you over, any limit that applies to your account.
• if there is not enough money available in your account to make the payment and cover any charge;
• if you've been declared bankrupt or insolvent, are being wound up, or a similar event is taking place;
• if, even after doing everything reasonably possible, we won't be able to make the payment on time;
• if a third party prevents us from making the payment
• if you owe us money or we intend to exercise our right of set-off;
• if we have asked you for important information we reasonably need and you have not given us that information; or
• if we have suspended your account.

24. Settlement, fees, and charges

Fees and charges, as applicable from time to time, will be as agreed between you and HarpFi.

You can transfer settlement funds to us using bank transfers, credit or debit cards. The methods we offer for transferring settlement funds to us are not part of our services, they are provided by third parties and may change or be withdrawn at any time.

You must pay any amount due to us in unencumbered and cleared funds. Time for payment shall be of the essence.

Please inform us if a third party will be sending money to us on your behalf. Any funds we receive will be credited to your account as soon as reasonably practicable, after we have satisfied ourselves as to the sender’s identity and complied with our legal obligations.

All funds we receive or hold on your behalf will be held in one or more segregated bank accounts, separate from our own funds and in accordance with applicable laws.

You shall not be entitled to any interest on any funds held by us.

All amounts due by you to us under the Terms shall be paid in full without any set-off, counterclaim, deduction, or withholding.

If you fail to make a payment due to us under the Terms by the due date, then, without limiting our remedies under this paragraph 23 and paragraph 17, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this sub-paragraph will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

We may deduct from any balance in your account such amounts that you owe to us under the Terms or pursuant to applicable laws or regulations. We may convert any liabilities you owe to us in a different currency at an exchange rate which we determine to be reasonable. Any exercise of this right of set-off is without prejudice to any other rights and remedies which we may have.

Certain payment instruments that you may use to transfer settlement to us offer you the ability to dispute a transaction with your card issuer, for example. These are known as chargebacks.

You agree that you will only exercise your right to chargeback if there has been an unauthorised or fraudulent transaction on your account. You agree not to exercise your right to chargeback for any other reason.

If we need to investigate a chargeback that you have raised with your card issuer, we may charge you our reasonable costs and expenses for doing so and may deduct any such amount from your account. Where this is the case and you ask us to make a payment, we’ll deduct the relevant fee from your account balance separate to the amount you’ve asked us to send (when you are making a payment), or deduct it from what you’re due to receive (when you are receiving a payment).

25. Mistakes, variation and cancellation

Once you have placed an Order or Payment Instruction, you cannot cancel or vary it without HarpFi’s agreement. You must contact us immediately if you wish to cancel or vary an Order or Payment Instruction. We will try to withdraw or change your Order or Payment Instruction where this is reasonably practicable, but we cannot guarantee this. If we consent to such variation or cancellation, there may be a cost due to changes in exchange rates and we may charge you an additional fee. This fee will correspond to the costs we incur in taking the necessary corrective action. We will let you know what this fee will be in advance where this is possible.

We may, in our sole discretion, refuse to accept an Order or Payment Instruction for any reason.

We may, in our sole discretion, stop an Order or Payment Instruction, or take any other action we reasonably deem necessary to protect you or us, including where:

• we suspect there is unauthorised, prohibited or irregular activity on or connected with your account;
• we believe there may be a manifest error with all or part of an Order or Payment Instruction;
• you fail to provide us with the settlement funds in time to process your Order or Payment Instruction; or
• we are required to do so by law, a law enforcement agency or regulatory authority.
• We will attempt to notify you by phone, email or through our Platforms before taking such action and provide you with our reasons for doing so. There may be occasions where we cannot notify you or give you reasons for us taking such action. This might be because it would be a breach of our legal obligations, or if we thought it would compromise reasonable security measures.

26. Data Protection

The following definitions shall apply to this paragraph 25:

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in Data Protection Legislation.

Data Protection Legislation: means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data (as defined in the UK GDPR); (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which we or you are subject, which relates to the protection of personal data; and (c) all other legislation and regulatory requirements in force from time to time which apply to each of us relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679).

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

• Both you and HarpFi will comply with all applicable requirements of the Data Protection Legislation.
• This paragraph 25 is in addition to, and does not relieve, remove or replace, either of our obligations or rights under the Data Protection Legislation.
• You agree with HarpFi that for the purposes of Data Protection Legislation, you (the Customer) are the Controller and HarpFi is both Controller and a Processor.
• Without prejudice to the generality of this paragraph 25, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to HarpFi and/or lawful collection of the Personal Data by HarpFi on behalf of you for the duration and purposes of the Terms. You must ensure you have secured any consents we or our service providers need to process Personal Data you send to us. This includes any consents required to process and/or transfer the personal data to parties outside the European Economic Area.
• Without prejudice to the generality of paragraph 25, HarpFi shall, in relation to any Personal Data processed in connection with the performance by HarpFi of its obligations under the Terms:
• Process that Personal Data only on your instructions unless HarpFi is required by applicable laws to otherwise process that Personal Data.
• Ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
• Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.
• Assist you insofar as this is possible (taking into account the nature of the processing and the information available to HarpFi), at your cost and written request, in responding to any request from a data subject and in ensuring compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
• Notify you without undue delay on becoming aware of a personal data breach involving your Personal Data.
• At your written direction, delete or return your Personal Data and copies thereof to you on termination of our agreement unless required by applicable laws to continue to process or store your Personal Data.
• Maintain complete and accurate records and information to demonstrate its compliance with this paragraph 26.

You provide prior, general authorisation for HarpFi to:

• Appoint processors to process Customer Personal Data, provided that HarpFi shall (a) ensure that the terms on which it appoints such processors comply with Data Protection Legislation; and (b) remain responsible for the acts and omissions of any such processor as if they were the acts and omissions of HarpFi.
• Transfer Customer Personal Data outside of the United Kingdom as required, provided that HarpFi shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, you will promptly comply with any reasonable request of HarpFi, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
• We will process any Personal Data collected during your use of our website or services in accordance with our Privacy Policy. You should read our Privacy Policy before using our services as it forms part of our agreement with you.
• You agree that we may share Personal Data, information and documents you provide to us with any law enforcement or regulatory body, to perform identity and other searches to comply with our legal obligations (such as the prevention or detection of crime). We, and our service providers, may store the results of such searches and the fact that such searches have taken place.
• For the avoidance of doubt, HarpFi’s liability for losses arising from breaches of this paragraph 26 is subject to the limitations set out in paragraph 14.

27. Our right of set-off

If you owe us money, we can take the amount you owe us from any amount we are due to pay to you, this could be in the currency owed to us or the equivalent in the available currency in your account. We call this our right of set-off.

If you owe us money and you don't add money to your account or repay us within seven days, we can recover the amount by:

• exercising our right of set-off; or
• taking other legal steps to recover the money you owe us, such as instructing lawyers or debt collectors.

If we take any (or all) of these steps, we might charge you our reasonable costs. You do not have any right of set-off under this agreement.

28. General

No partnership: Nothing in the Terms shall be deemed to create a partnership or joint-venture or agency relationship between you and us or confer any right or benefit to any third party.

Third party rights: A person who is not a party to the Terms shall not have any rights under or in connection with them.

No variation: The Terms shall not be superseded or modified except with our written consent.

Severance: If any paragraph or section of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph 19.4 shall not affect the validity and enforceability of the rest of the Terms.

Force majeure: If HarpFi is prevented, hindered or delayed in or from performing any of its obligations under these Terms as a result of any acts, events, circumstances, omissions or accidents beyond its reasonable control (including without limitation, internet/network failure, default of suppliers, compliance with law, acts of God, strikes, fire or flood) it shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

Commission disclosure: In accordance with standard industry practice, HarpFi may pay commission to the individuals and companies that introduce clients to HarpFi.

Assignment: You may not transfer your rights or obligations under the Terms and conditions to any other party. We may assign or subcontract any or all of its rights and obligations under the Terms to any of our group companies from time to time. We may also transfer our rights and obligations under the Terms to another third party and will provide you with prior notification of any such transfer.

Complaints: If you have a complaint, please reach out to us on [email protected].

No waiver: A waiver of any right or remedy under the Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by HarpFi to exercise any right or remedy provided under the Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Representations: No oral representation made by HarpFi, its employees or agents from time to time shall be binding on HarpFi nor shall it form part of the Terms.

Law and jurisdiction: English law governs the agreement between you and us and the English courts shall have exclusive jurisdiction over any disputes.