Terms of Service

Overview & acceptance

These Terms of Service (the “Terms”) are entered into between Centili Group Ltd. (“Centili”, “we”, “us” or “our”), a company incorporated in England and Wales, United Kingdom, and the person or organisation accessing or using our websites, platforms, application programming interfaces (“APIs”) or services (“you”, “your” or the “Customer”). They govern your access to and use of the website at https://www.centiligroup.com and any Centili platform, API or service made available to you (together, the “Services”).

Centili provides business-to-business mobile-payment, direct-carrier-billing, content-monetisation and SIM-security infrastructure. The Services are intended for use by businesses, merchants, content providers, aggregators and developers acting in the course of a trade, business, craft or profession. They are not directed at consumers, and nothing in these Terms is intended to affect the statutory rights of any end user.

By creating an account, signing an order form, executing a master services agreement, integrating with an API, clicking to accept, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services. If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, in which case “you” refers to that organisation.

Order of precedence

Where you and Centili have entered into a signed master services agreement (an “MSA”) or order form referencing the Services, that document, together with any product-specific terms, service schedules and the Data Processing Agreement, forms part of the overall agreement between us. In the event of any conflict, the documents take precedence in the following order: (1) the signed order form; (2) the MSA; (3) any product-specific or service-schedule terms; (4) the Data Processing Agreement; and (5) these Terms. These Terms apply in full to the extent they are not inconsistent with a signed MSA or order form.

Definitions

In these Terms, the following words have the following meanings:

Words denoting the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. “Including” and “in particular” are illustrative and do not limit the words that follow.

Eligibility & accounts

Eligibility

To use the Services you must be a legally constituted business or an individual at least 18 years of age acting in a business capacity, with the legal capacity to enter into a binding contract. You must not be a person with whom we are prohibited from dealing under applicable sanctions, export-control or anti-money-laundering laws (see Sanctions Policy and AML & KYC Policy).

Registration & onboarding

Access to most Services requires onboarding, which may include know-your-customer (“KYC”), know-your-business (“KYB”), creditworthiness and due-diligence checks. You agree to provide accurate, current and complete information during onboarding and to keep that information up to date. We may decline to onboard, or may offboard, any Customer at our discretion where required to meet our legal, regulatory or risk-management obligations.

Account security

You are responsible for maintaining the confidentiality of your Account credentials, API keys and access tokens, and for all activity that occurs under your Account, whether or not authorised by you. You must notify us promptly at security@centili.co.uk if you suspect any unauthorised access, loss of credentials or other security incident. We may require multi-factor authentication and may rotate or revoke credentials where we reasonably believe security has been compromised.

The services

Centili makes available a suite of mobile-payment, monetisation and security products. The specific Services available to you, their scope, configuration, commercial terms and any service levels are as described in your applicable Order Form and/or MSA. Unless expressly agreed in an Order Form, no particular Service, feature, market or Operator coverage is guaranteed.

We may add, modify, deprecate or withdraw Services, features or markets from time to time. Where a change materially and adversely affects a Service you actively use, we will give you reasonable prior notice in accordance with the Changes section. Beta, trial or evaluation features are provided “as is”, may be changed or withdrawn at any time, and are excluded from any service levels and warranties.

Customer obligations

You agree that you will, and will procure that your personnel and authorised users will:

• use the Services only for lawful business purposes and in accordance with these Terms, your Order Form, our technical documentation and all applicable laws and Operator requirements;
• obtain and maintain all consents, registrations, licences and authorisations required for your products, content and use of the Services, including any consumer-protection, premium-rate, advertising and content-classification requirements;
• ensure that the content, goods and services you sell or promote through the Services are lawful, accurately described, age-appropriate and not misleading, and that pricing and recurring-billing terms are clearly disclosed to End Users before purchase;
• implement and maintain reasonable security, fraud-prevention and access controls within your own systems, and keep your integration current with our supported API versions;
• cooperate with reasonable security, compliance, audit and due-diligence requests, and respond promptly to Operator, regulatory or risk-related enquiries we relay to you; and
• ensure the accuracy and lawfulness of all Customer Data you submit, and that you have the rights necessary for us to process it in providing the Services.

You are solely responsible for your products, your relationship with your End Users, and any communications you send to them. We are not a party to, and accept no responsibility for, the underlying contract between you and your End Users.

Acceptable use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. Among other things, you must not use the Services to transmit unlawful, fraudulent, infringing or harmful content; to facilitate money laundering, terrorist financing or sanctions evasion; to send unsolicited communications in breach of the Privacy and Electronic Communications Regulations 2003 (“PECR”); to engage in deceptive or non-consensual billing; or to compromise the security, integrity or availability of the Services or any Operator network.

We may investigate suspected breaches of the Acceptable Use Policy, and we may remove content, throttle traffic or suspend access where we reasonably believe a breach has occurred or is likely. Repeated or serious breaches may result in termination under the Term & termination section.

Fees, billing & taxes

Fees

You agree to pay the fees, revenue shares, settlement terms and any minimum commitments set out in your Order Form. Unless stated otherwise, fees are quoted exclusive of value-added tax (“VAT”) and other applicable taxes, levies, Operator charges and interchange or carrier fees, which are payable in addition.

Billing & settlement

Settlement of amounts due to you, and invoicing of amounts due to us, follow the cycle, currency, thresholds and reconciliation process described in your Order Form. We may withhold, deduct or offset from settlements any refunds, chargebacks, reversals, Operator adjustments, taxes, fraud losses, fees and amounts you owe us. We may hold a reserve or rolling reserve against anticipated refunds, chargebacks and risk where commercially reasonable.

Late payment

Invoices are payable within the period stated on the invoice or in your Order Form. Undisputed amounts not paid when due may accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend the Services for non-payment in accordance with the Suspension section.

Taxes

Each party is responsible for its own taxes arising from this agreement. You are responsible for determining, collecting and remitting any taxes (including VAT and consumption taxes) applicable to your sales to End Users. Where we are required by law to collect tax on the Services we provide to you, we will add it to the relevant invoice. Refunds and cancellations are governed by your Order Form and our Refund & Cancellation Policy; complaints are handled under our Complaints & Dispute Resolution policy.

Intellectual property & licence

Our intellectual property

The Services, including all software, APIs, documentation, designs, user interfaces, trade marks, logos and related intellectual property rights, are and remain the exclusive property of Centili Group Ltd. and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel or otherwise.

Licence to use the Services

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term to access and use the Services and APIs for your internal business purposes as described in your Order Form. You must not (and must not permit any third party to) copy, modify, reverse-engineer, decompile, resell, sublicense, or create derivative works from the Services except to the extent permitted by mandatory applicable law.

Customer Data & feedback

As between the parties, you retain all rights in and to your Customer Data. You grant us a worldwide, royalty-free licence to host, process, transmit and use Customer Data solely as necessary to provide, secure, support and improve the Services and to comply with law. If you provide feedback or suggestions about the Services, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback without restriction.

You grant us a non-exclusive right to use your name and logo to identify you as a customer in our customer lists and marketing materials, which you may revoke at any time by written notice to legal@centili.co.uk.

Confidentiality

“Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential, including pricing, technical, commercial, security and business information. The Recipient will use Confidential Information only to perform under this agreement, will protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it except to its personnel and advisers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes public through no fault of the Recipient, was lawfully known to the Recipient without obligation of confidence, is independently developed, or is rightfully received from a third party. The Recipient may disclose Confidential Information where required by law, regulation or court order, provided it gives reasonable prior notice where lawfully permitted. These obligations survive termination for so long as the information remains confidential.

Data protection

Each party will comply with applicable data-protection law, including the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018. Our processing of personal data in the operation of the Services, and as a controller in our own right, is described in our Privacy Policy.

Where we process personal data on your behalf as a processor in providing the Services, that processing is governed by our Data Processing Agreement (“DPA”), which is incorporated into these Terms and applies in addition to them. The DPA sets out the subject matter, duration, nature and purpose of processing, the categories of data and data subjects, our use of sub-processors, international-transfer safeguards, and the technical and organisational security measures we apply. In the event of conflict between the DPA and these Terms on data-protection matters, the DPA prevails.

Third-party services & telecom operators

The Services depend on, and interoperate with, mobile-network Operators, carriers, payment-service providers, aggregators and other third parties whose networks, rails and systems we do not control. Operators impose their own commercial terms, technical requirements, content rules, pricing constraints and compliance obligations, which may change with little notice and which you agree to observe to the extent we relay them to you.

We are not responsible for the acts, omissions, availability, performance, decisions, settlement timing or policy changes of any Operator or other third party. An Operator may delay, decline, reverse, reprice or suspend Transactions, decline to onboard a Service or market, or require us to suspend or remove your access, and we may give effect to such requirements without liability to you. Any third-party products or services you choose to use alongside the Services are subject to their own terms, and your use of them is at your own risk.

Service availability & support

We will use commercially reasonable efforts to make the Services available and to provide support during our standard support hours, and to keep the Services materially functioning in accordance with our documentation. The Services may nonetheless be unavailable from time to time, including during planned maintenance, emergency maintenance, Operator outages, third-party failures, or events of force majeure.

Except where a specific service level is expressly set out in a signed Order Form or service-level agreement, we do not commit to any particular uptime, availability percentage, response time or throughput, and any informal targets are not contractual commitments. Where an Order Form includes service levels, the remedies stated there (for example, service credits) are your sole and exclusive remedy for failure to meet them. You can raise support requests via support@centili.co.uk.

Warranties & disclaimers

Each party warrants that it has the authority to enter into this agreement and that doing so does not breach any other obligation. We warrant that we will provide the Services with reasonable skill and care.

Except as expressly stated in these Terms or a signed Order Form, and to the fullest extent permitted by law, the Services are provided “as is” and “as available”, and we disclaim all other warranties, conditions, representations and terms, whether express or implied, statutory or otherwise, including any implied warranties or conditions of satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, and any warranty that the Services will be uninterrupted, error-free, secure against every threat, or compatible with every Operator, device or third-party system. We do not warrant any particular commercial result, conversion rate, settlement outcome, or level of End User uptake.

Limitation of liability

Liability that is not excluded

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded; or (d) your obligation to pay fees and amounts properly due under your Order Form.

Excluded losses

Subject to the paragraph above, neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit, revenue, anticipated savings, business, goodwill or reputation; loss or corruption of data (beyond the cost of restoring it from backups); loss arising from the acts or omissions of any Operator or third party; or any indirect, special or consequential loss, in each case even if the loss was foreseeable or the party was advised of its possibility.

Liability cap

Subject to the paragraphs above, each party's total aggregate liability arising out of or in connection with this agreement in any twelve-month period will not exceed the total fees paid or payable by you to us for the Services giving rise to the liability during that twelve-month period, or such other cap as is expressly agreed in your Order Form. The limitations in this section reflect the allocation of risk between the parties and are reflected in the fees.

Indemnification

You will indemnify and hold harmless Centili Group Ltd., its affiliates and their personnel against all losses, damages, liabilities, fines, penalties and reasonable costs (including legal fees) arising out of or in connection with: (a) your content, products or services, or your relationship with your End Users; (b) your breach of these Terms, the Acceptable Use Policy, applicable law or Operator requirements; (c) your infringement or misappropriation of any third party's intellectual property or other rights; and (d) any chargebacks, refunds, fraud, regulatory action or End User claims attributable to your acts or omissions.

We will indemnify you against losses awarded against you by a court of competent jurisdiction to the extent they arise from a third-party claim that your authorised use of the Services infringes that third party's intellectual-property rights, provided you promptly notify us, give us sole control of the defence and settlement, and provide reasonable cooperation. This indemnity does not apply to claims arising from Customer Data, your modifications, your combination of the Services with anything not provided by us, or your use other than as permitted. The indemnified party must take reasonable steps to mitigate its loss.

Term & termination

These Terms apply from the date you first accept them or begin using the Services and continue until terminated in accordance with this section or your Order Form. The term and any renewal of a paid Service are as set out in the applicable Order Form.

Termination for convenience

Where no minimum term applies, either party may terminate for convenience on the notice period stated in the Order Form or, failing that, on thirty (30) days' written notice. You may stop using free or evaluation Services at any time.

Termination for cause

Either party may terminate this agreement (or the affected Service) immediately on written notice if the other party: commits a material breach that is incapable of remedy or, where capable of remedy, is not remedied within thirty (30) days of written notice; becomes insolvent, enters administration or liquidation, or is unable to pay its debts as they fall due; or is required to do so by law, a regulator or an Operator. We may also terminate immediately where continuing to provide the Services would, in our reasonable opinion, breach our legal, sanctions or AML obligations.

Effect of termination

On termination, your right to access the Services ends, you must cease using the Services and APIs, and all fees accrued up to termination become due. We will, on request and where lawful, make Customer Data available for export for a limited period, after which we may delete it in accordance with our retention practices and legal obligations. Provisions that by their nature should survive (including those on fees, intellectual property, confidentiality, data protection, disclaimers, liability, indemnities and governing law) survive termination.

Suspension

We may suspend or restrict your access to all or part of the Services, with or without prior notice where the circumstances reasonably require, if: you are in material breach of these Terms or the Acceptable Use Policy; undisputed fees are overdue; we reasonably suspect fraud, security compromise, unlawful activity or unacceptable risk; an Operator or regulator requires it; or suspension is necessary to protect the Services, other customers, End Users or third parties. We will lift a suspension once the underlying cause has been resolved to our reasonable satisfaction. Suspension does not relieve you of your payment obligations for the period prior to suspension.

Force majeure

Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, strikes or labour disputes, failure of utilities, telecommunications or Operator networks, internet or cloud-provider failures, cyber-attacks, and changes in law or regulatory action. The affected party will notify the other and use reasonable efforts to mitigate the effect. If a force-majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Service on written notice.

Changes to the terms & services

We may update these Terms from time to time to reflect changes in our Services, the law, regulatory or Operator requirements, or our business practices. Where a change materially and adversely affects your rights, we will give reasonable prior notice by email, in-product notice or by posting on our website, and the change will take effect from the date stated in the notice. Your continued use of the Services after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to a material change, your remedy is to stop using the affected Services and, where a paid subscription is involved, to terminate in accordance with your Order Form. The “Last updated” date at the top of this page indicates when these Terms were last revised.

Compliance with law, AML & sanctions

Each party will comply with all laws and regulations applicable to its performance under this agreement. As a provider of payment-related services, Centili maintains controls to prevent financial crime, money laundering, terrorist financing, fraud and sanctions breaches. You agree to comply with, and to cooperate with our compliance with, the Proceeds of Crime Act 2002, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and UK financial-sanctions regimes administered by the Office of Financial Sanctions Implementation (“OFSI”).

Our framework for customer due diligence, ongoing monitoring and reporting is described in our AML & KYC Policy, and our approach to economic sanctions and export-control compliance is described in our Sanctions Policy. You warrant that neither you, nor any of your owners, directors or beneficial owners, is a sanctioned person or located in a comprehensively sanctioned territory, and that you will not use the Services to facilitate any activity that would cause us to breach these laws. We may decline, delay, screen, freeze or report Transactions and may suspend or terminate your access where required to meet these obligations, without liability to you.

Notices

Formal legal notices to Centili must be sent in writing to legal@centili.co.uk and to our registered office at [Registered office address — to be confirmed], United Kingdom. We may give notices to you by email to your registered Account email address, by in-product notification, or by posting to our website. Notices are deemed received: if by email, on the day of transmission (or the next business day if sent after 5pm or on a non-business day); and if by post, two business days after posting. Operational and support communications may be exchanged through the Account or our ordinary support channels.

Assignment

You may not assign, transfer, charge or otherwise deal with any of your rights or obligations under this agreement without our prior written consent. We may assign or novate this agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets, on notice to you. We may engage sub-contractors and sub-processors to help provide the Services, but we remain responsible for their performance to the extent set out in these Terms and the DPA.

Entire agreement & severability

These Terms, together with your Order Form, any MSA, product-specific terms, the Acceptable Use Policy, the Privacy Policy and the DPA, constitute the entire agreement between the parties regarding the Services and supersede all prior discussions, proposals and agreements on that subject matter. Each party acknowledges that it has not relied on any statement or representation not expressly set out in this agreement, except that nothing limits liability for fraud.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions will continue in full force. No failure or delay in exercising a right operates as a waiver of it. A person who is not a party to this agreement has no rights to enforce it under the Contracts (Rights of Third Parties) Act 1999, except that our affiliates may enforce the indemnities and liability provisions that benefit them. Nothing in these Terms creates any partnership, joint venture, agency or employment relationship between the parties.

Governing law & jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation are governed by the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim, without prejudice to our right to seek injunctive or other equitable relief in any jurisdiction to protect our intellectual property or Confidential Information. Before commencing proceedings, the parties will use reasonable efforts to resolve disputes in good faith, including through our Complaints & Dispute Resolution process where applicable.

Contact

Questions about these Terms, or requests for a copy of your Order Form or MSA, should be directed to our legal team at legal@centili.co.uk. General enquiries can be sent to hello@centili.co.uk.

Centili Group Ltd.
Registered office: [Registered office address — to be confirmed], United Kingdom
Company number: [Company number — to be confirmed]
VAT number: [VAT number — to be confirmed]