CONTENTS

Text Link

Terms and Conditions for Franchisors

Effective Date: Dec 1 2024
Last Updated: Dec 1 2024

These Terms, published by Alpacap, set out the terms and conditions upon which you may use the Alpacap Service (as defined below). 

1. Alpacap Information 

The Alpacap Service is provided, and these Terms are published, by Alpacap Limited (“Alpacap”), a company incorporated and registered in England and Wales under company number 15894953 whose registered office is at 9th Floor 107 Cheapside, London, EC2V 6DN, United Kingdom. 

Alpacap is an agent of Plaid Financial Ltd., an authorised payment institution regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Reference Number: 804718). Plaid provides you with regulated account information services through Alpacap as its agent. 

2. Interpretation 

The provisions of Schedule 1 (Interpretation) shall apply to these Terms.

3. Sign Up Process 

3.1 An Agreement is formed between Alpacap and the Franchisor when Alpacap and the Franchisor execute an Order Form which refers to these Terms. 

3.2 If any conflict or inconsistency exists between the provisions of these Terms and the Order Form, the Order Form shall prevail. 

4. Duration 

The Agreement shall start on the Commencement Date and, subject to earlier termination in accordance with its terms, shall continue thereafter for the Initial Term and successive Renewal Terms (together the “Term”). 

5. Access to the Alpacap Service 

5.1 Subject to the payment of the Service Fees when due, Alpacap shall: 

5.1.1 provide the Alpacap Service during the Term, on and subject to the terms and conditions of the Agreement; 

5.1.2 make available the Franchisee Data and Collated Data via the Alpacap Service from time to time, including all such Franchisee Data provided to Alpacap by the Open Banking Provider; and 

5.1.3 use commercially reasonable endeavours to provide the Alpacap Service and technical support in accordance with Schedule 2 (Support and Service Levels). 

5.2 Subject to the Franchisor’s compliance with the Agreement, Alpacap hereby grants the Franchisor a non-exclusive, non-transferable, personal and non-sub-licensable licence to permit Authorised Users to use the Alpacap Service as permitted by the functionality of the Alpacap Platform for the Franchisor’s own internal business purposes.

5.3 The Franchisor hereby acknowledges that the Alpacap Platform may evolve over time and that functionality may be added or removed from time to time. 

5.4 The Franchisor shall, and shall ensure that each Authorised User will, keep secure and confidential any username and password provided to the Authorised User for the Authorised User’s use of the Alpacap Platform and shall not disclose such user name and password to any other person, including any other Authorised Users. 

5.5 Alpacap may, at Alpacap’s sole discretion, disable any username or password at any time if an Authorised User or the Franchisor has failed to comply with any of the provisions of the Agreement, or Alpacap reasonably suspects any such non-compliance. 

5.6 The Franchisor must take reasonable precautions to prevent any unauthorised access to, or use of, the Alpacap Platform and, in the event of any such unauthorised access or use, promptly notify Alpacap. 

5.7 Alpacap may monitor the Franchisor’s use of the Alpacap Platform from time to time to ensure quality, improve the Alpacap Platform, and verify the Franchisor’s compliance with the Agreement. 

6. Franchisees 

6.1 On, or within fourteen (14) days after the Commencement Date, the Franchisor shall provide to Alpacap with written confirmation (email shall suffice) of the Franchisees and Franchisee Sites which are to be the subject of the Franchisee Data which the Franchisor requests Alpacap to process in connection with this Agreement. 

6.2 Subject in each case to the provisions of clause 7: 

6.2.1 Alpacap shall commence the processing of the Franchisee Data to which clause 6.1 refers from time to time as part of the Alpacap Service in accordance with the provisions of the Agreement; and 

6.2.2 if the Franchisor requires Alpacap to process Franchisee Data relating to any additional or replacement Franchisee or Franchisee Site to those confirmed to Alpacap pursuant to clause 6.1, the Franchisor shall request that Alpacap does so in writing and, subject to clause 9 (Service Fees and Payment), Alpacap shall use commercially reasonable endeavours to provide access to such Franchisee Data. 

7. Franchisee Data 

The Franchisor acknowledges and agrees that: 

7.1 Franchisee Data is accessible by means of the Alpacap Service in the form and manner, subject to such restrictions and other terms, according to the timing, and for so long as, the Franchisee Data is made available to Alpacap by any Franchisee or the Open Banking Provider; accordingly, Alpacap shall use commercially reasonable endeavours to replicate all Franchisee Data accurately for the purpose of Alpacap performing its obligations under this Agreement but otherwise undertakes no obligation or responsibility, and excludes all liability, under or in connection with the Agreement in relation to any and all Franchisee Data, the acts or omissions of each Franchisee and the Open Banking Provider, or the systems used by each Franchisee or the Open Banking Provider, including any and all of the following: 

7.1.1 the failure of any Franchisee or the Open Banking Provider to make available any Franchisee Data; 

7.1.2 the withdrawal or suspension of, or the imposition of restrictions on the use of or access to, any Franchisee Data previously made available by a Franchisee or the Open Banking Provider; 

7.1.3 the delay of any Franchisee or the Open Banking Provider in making any Franchisee Data available; and 

7.1.4 the quality of Franchisee Data; 

7.2 the provision by Alpacap of the Collated Data is reliant and conditional on the relevant Franchisee and the Open Banking Provider providing all required access to all required Franchisee Data at all times; 

7.3 the failure of any Franchisee or the Open Banking Provider to provide Franchisee Data (in the manner required by Alpacap) may prevent Alpacap providing Collated Data in relation to the relevant Franchisee Data, and that shall not affect the Franchisor’s obligations under the Agreement; 

7.4 Franchisee Data shall only be deemed to be received by Alpacap after the Franchisee Data has passed Alpacap’s then-current quality and completeness checks; 

7.5 certain features of the Alpacap Service, such as advanced analysis involving ranking or benchmarking will not be available to the Franchisor unless and until Alpacap has been provided with complete (according to Alpacap) Franchisee Data for not less than eighty percent (80%), or such other percentage as Alpacap may require (at its sole discretion) from time to time, of the Franchisor’s then current Franchisees; 

7.6 the Franchisor warrants that it is not prohibited from accessing the Franchisee Data via the Alpacap Service, and undertakes to perform its obligations and liabilities under or in connection with the Franchise Agreement; 

7.7 Alpacap may use any and all Franchisee Data, Collated Data, and any and all data and information relating to the Franchisor and its Authorised User’s use of the Alpacap Service to: 

7.7.1 aggregate such data and information with data and information relating to use of the Alpacap Service by other customers; 

7.7.2 analyse the use of the Alpacap Service and prepare data, information, documents (including reports), works, analytics and other materials relating to the Alpacap Service; 

7.7.3 disclose and otherwise exploit the documents and reports to which clause 7.7.2 refers, but not to disclose the identity of the Franchisor, any Franchisee, or any Authorised Users; and 

7.7.4 improve the performance and functionality of the Alpacap Platform and the Alpacap Service and to develop improvements, updates, upgrades, modifications, or derivative works thereof; and 

7.8 Alpacap shall only be required to process Franchisee Data relating to transactions made not more than twenty four (24) months before the date on which Alpacap is to 3 process Franchisee Data for the purposes of performing its obligations under this Agreement from time to time. 

8. Franchisor’s Obligations 

8.1 The Franchisor must: 

8.1.1 ensure that each Franchisee permits Alpacap access (including via the Open Banking Provider) to all required Franchisee Data relating to all relevant business accounts held by the Franchisee from time to time; 

8.1.2 ensure that each Franchisee complies with all requirements of Alpacap and the Open Banking Provider to facilitate and maintain the access to Franchisee Data to which clause 8.1.1 refers at all times and cooperate with Alpacap and the Open Banking Provider in respect to such access; 

8.1.3 maintain backups of all Franchisee Data and Collated Data from time to time and Alpacap shall not be responsible or liable, to the maximum extent permitted by applicable law, for the deletion, corruption, alteration, destruction, damage, loss, or failure to store any Franchisee Data or Collated Data; 

8.1.4 comply with all applicable laws and regulations with respect to its use of the Alpacap Platform and the Franchisor’s activities under the Agreement; 

8.1.5 use and ensure its Authorised Users use the Alpacap Platform in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Alpacap Platform by all Authorised Users; 

8.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for Alpacap to perform its obligations to the Franchisor under the terms of the Agreement; 

8.1.7 ensure that its network and systems, including its internet browser used complies with any relevant specifications provided by Alpacap from time to time; 

8.1.8 procure and maintain network connections and telecommunications links from its systems in order to access and use the Alpacap Platform, and the Franchisor shall be solely responsible for doing so; 

8.1.9 not modify another website so as to falsely imply that it is associated with the Alpacap Platform, the Alpacap Service, any of Alpacap’s other services, Alpacap, or any affiliates of Alpacap; 

8.1.10 not carry out any penetration testing or automated or manual vulnerability scans (or similar security testing) in relation to the Alpacap Platform without Alpacap’s express prior written consent to do so; and 

8.1.11 not use the Alpacap Platform: (a) to access, store, distribute or transmit or prepare for the distribution or transmission of any Virus; (b) to access, store, distribute or transmit or prepare for distribution or transmission any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) in a manner that is illegal or causes damage or injury to any person or property; (d) to 4 infringe any copyright, database right or trademark of any person; (e) to transmit, send prepare for transmission or prepare for sending any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (‘spam’); or (f) to interfere with or attempt to interfere with or compromise the integrity or security of the Alpacap Platform. 

8.2 The Franchisor will not and shall ensure that all Authorised Users will not, when using the Alpacap Platform, except as may be allowed by any applicable law which is incapable of exclusion: 

8.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Alpacap Platform in any form or media or by any means; 

8.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Alpacap Platform; or 

8.2.3 access all or any part of the Alpacap Platform in order to build a product or service which competes with the Alpacap Platform or Alpacap Service or use or attempt to use the Alpacap Platform or Alpacap Service to directly compete with Alpacap. 

8.3 The Franchisor agrees that failure to comply with this clause 8 constitutes a material breach of the Agreement. 

9. Service Fees and Payment 

9.1 The Franchisor will pay the Service Fees in accordance with the Order Form and the provisions of this clause 9. 

9.2 The Service Fees: 

9.2.1 shall be calculated in accordance with clauses 9.3 and 9.4 in respect of each Quarter; and 

9.2.2 are linked to the number of Franchisee Sites in respect of which the Franchisor has asked Alpacap to process Franchisee Data in connection with the provision of the Alpacap Service pursuant to clause 6 (Franchisees), according to Alpacap’s records (the “Requested Site Number”). 

9.3 In relation to a Quarter where the Requested Site Number: 

9.3.1 is equal to or less than the Base Site Number, the Service Fees shall consist of the Minimum Service Fee; or 

9.3.2 exceeds the Base Site Number, the Service Fees shall consist of the Minimum Service Fee and the Additional Site Fee multiplied by the number of Franchisee Sites in excess of the Base Site Number. 

9.4 Subject to clause 9.3, the Service Fees for the first Quarter shall be charged by Alpacap on the basis of the Requested Site Number as at the Commencement Date and thereafter shall be charged by Alpacap for each subsequent Quarter on the basis of the Requested Site Number as at the expiry of the previous Quarter. 

9.5 The Service Fees will be paid by the Franchisor in accordance with the billing frequency indicated on the Order Form, Alpacap will issue invoices to the Franchisor: 

9.5.1 on the Commencement Date and then in accordance with the billing frequency indicated on the Order Form for any element of the Service Fees which are to be paid in advance (according to the Order Form); and 

9.5.2 as otherwise provided in the Order Form for overage or other additional fees arising under the Order Form. 

9.6 The Franchisor must provide one or more Billing Method which the Franchisor hereby authorises Alpacap to charge for all amounts payable to Alpacap in accordance with this Agreement. 

9.7 The Franchisor acknowledges and agrees that: 

9.7.1 where the issuer of a Billing Method charges fees or other charges relating to the use of the Billing Method, such as foreign transaction fees or other fees relating to the processing of the Billing Method, all such fees and charges shall be payable by the Franchisor such that no deduction shall be made to the Service Fees in respect of any such fees or charges; and 

9.7.2 use of a Billing Method may be subject to the terms and conditions of the issuer of the Billing Method, or the third party payment processor used by Alpacap to take the relevant payment. 

9.8 The Service Fees shall be paid either by: (i) Alpacap taking payment via a Billing Method pursuant to clause 9.6, or (at Alpacap’s request from time to time), (ii) the Franchisor by bank transfer to the bank account nominated by Alpacap from time to time, and in each case within fourteen (14) days of the date of each invoice issued in accordance with clause 9.5. 

9.9 The Franchisor agrees that the Service Fees are non-refundable and non-cancellable. 

9.10 If Alpacap has not received payment within fourteen (14) days after the due date, including where Alpacap is unsuccessful in taking payment via the Billing Method provided (whether due to expiration of the Billing Method, insufficient funds or otherwise), without prejudice to any other rights and remedies available to Alpacap: 

9.10.1 Alpacap may, without liability to the Franchisor, suspend or temporarily disable all or part of the Franchisor’s access to the Alpacap Service and Alpacap shall be under no obligation to provide any access to the Alpacap Service while the Service Fees concerned remain unpaid (whether due to payment not being successfully settled due to expiration, insufficient funds, or otherwise); and 

9.10.2 interest shall accrue on such due amounts at an annual rate equal to four percent (4%) over Revolut’s then current base lending rate at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether after or before judgement. 

9.11 All amounts and fees stated or referred to in the Agreement: 

9.11.1 are payable without set off-of any liability of Alpacap, in the currency specified in the Order Form or as otherwise stipulated by Alpacap; and 

6

9.11.2 are exclusive of value added tax (“VAT”) or any other applicable taxes, levies or duties imposed by taxing authorities, unless otherwise expressly stated, which shall be paid at the same time as payment of the Service Fees. Alpacap shall send the Franchisor a VAT invoice if Alpacap is requested in writing to do so. 

9.12 The subscription fee in respect of use of the Alpacap Service and any other amounts used to calculate the Service Fees due to Alpacap under an Order Form shall be automatically increased with effect from the commencement of each Contract Year by an amount equal to the percentage increase (if any) of the Retail Price Index (or any replacement index) as published by the Office for National Statistics (or any replacement body) in the United Kingdom between the first day of the preceding Contract Year and the last day of it. 

10. Suspension and Termination 

10.1 Alpacap may suspend access to or use of Alpacap Service by the Franchisor and any or all of the Authorised Users if Alpacap reasonably determines that use of the Alpacap Service: 

10.1.1 poses a security risk; 

10.1.2 is adversely impacting or may adversely impact (as appropriate) the Alpacap Platform, the Alpacap Service or any service provided by Alpacap to a third party; or 

10.1.3 is in breach of law or regulations. 

10.2 Either party may terminate the Agreement with effect from expiry of the notice by giving not less than ninety (90) days’ written notice to the other to expire at the end of the Initial Term or the then-current Renewal Term. 

10.3 If the Franchisor fails to pay any sum due to Alpacap and such sum remains outstanding for a further fourteen (14) days following notice requiring such sum to be paid, Alpacap may terminate the Agreement immediately by giving notice to the Franchisor and without any liability for Alpacap to the Franchisor. 

10.4 Alpacap may, by giving notice to the Franchisor, terminate the Agreement with immediate effect, or upon expiry of such notice period as Alpacap may elect to give, if the Franchisor or any Authorised User: 

10.4.1 is in breach of applicable law or regulations; or 

10.4.2 infringes the Intellectual Property Rights subsisting in the Alpacap Platform or the Alpacap Service. 

10.5 Either Party may, by giving notice to the other, terminate the Agreement as from the date of expiry of the notice if the other: 

10.5.1 is in material breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other Party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or 

10.5.2 suffers an Insolvency Event. 

7

11. Consequences of Termination 

11.1 On termination of the Agreement for any reason: 

11.1.1 except as otherwise set out in the Agreement, all licences granted under it shall immediately terminate and the Franchisor’s right to access and use the Alpacap Service will end; 

11.1.2 subject to clause 11.2, the Franchisor is entitled by notice in writing to Alpacap, received within the period of three (3) months commencing on the date of termination of the Agreement, to request the delivery-up of the Franchisee Data and Collated Data in the possession or control of Alpacap, and Alpacap shall provide a copy of the requested Franchisee Data and Collated Data in a .csv format or such other industry standard format as soon as reasonably practicable after receipt of the Franchisor’s notice; and 

11.1.3 the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced. 

11.2 Nothing in the Agreement shall prevent Alpacap from retaining Franchisee Data and Collated Data to the extent required in order to comply with law or regulations, or for audit and compliance purposes. 

11.3 Termination or expiry of the Agreement does not affect the continuance in force of any of the provisions of this clause 11 (Consequences of Termination), or clauses 9 (Service Fees and Payment), 12 (Intellectual Property Rights), 13 (Confidential Information), 15 (Indemnity and third party claims), 16 (Limitation of Liability), and 19 (Governing Law and Jurisdiction), which survive the expiry or termination of the Agreement. 

12. Intellectual Property Rights 

12.1 Alpacap is the owner or the licensee of any and all Intellectual Property Rights in and to the Alpacap Platform, the Alpacap Service, and the Derived Data. 

12.2 All Intellectual Property Rights in and to the Alpacap Platform, the Alpacap Service, and the Derived Data shall remain vested in (or automatically upon creation shall vest in), Alpacap. 

12.3 Except for the licence granted to the Franchisor in clause 5.2, nothing in the Agreement grants to the Franchisor any rights, title, or interest to or in any Intellectual Property Rights in the Alpacap Platform or the Alpacap Service any and all such rights, title, and interest are reserved to Alpacap. 

12.4 If Alpacap receives any Feedback, Alpacap shall own any and all such Feedback including the Intellectual Property Rights subsisting in it and, to the extent that any Intellectual Property Rights subsisting in such Feedback vests in the Franchisor, the Franchisor hereby assigns any and all such Intellectual Property Rights to Alpacap with full title guarantee by way of present and future assignment free of any lien, charge, royalty, or encumbrance. 

8

13. Confidential Information 

13.1 Each Party undertakes to the other in relation to the Confidential Information of the other: 

13.1.1 to keep confidential all Confidential Information; 

13.1.2 not to disclose Confidential Information without the other’s prior written consent except: 

i. to those of its employees who need to know the Confidential Information and otherwise in accordance with the Agreement; and 

ii. on a need to know basis in connection with a due diligence process in connection with mergers, acquisitions, disposals, capital, contributions, or funding, 

and otherwise in accordance with the Agreement; and 

13.1.3 not to use Confidential Information except in accordance with the Agreement or for the purposes of performing its obligations under the Agreement, and in particular not to use Confidential Information to obtain a commercial, trading or any other advantage. 

13.2 Clause 13.1 does not apply to Confidential Information to the extent that it is: 

13.2.1 already in the possession of the recipient free of any duty of confidentiality on the date of its disclosure; 

13.2.2 in the public domain, other than as a result of a breach of the Agreement; 

13.2.3 disclosed to the recipient or any of its affiliates by a third party after initial disclosure of the Confidential Information, except where the recipient or its affiliate (as appropriate) is aware or ought reasonably to be aware that the third party is subject to a duty of confidence owed to the disclosing party or any of its affiliates or is otherwise prohibited from disclosing the information in the circumstances in which the disclosure is made; or 

13.2.4 required to be disclosed: 

i. pursuant to applicable law or regulations; or 

ii. in connection with proceedings before a court or for the purpose of receiving legal advice, 

but only to the extent and for the purpose of that disclosure. 

13.3 If a Party is to disclose Confidential Information under clause 13.1.2.ii. that Party shall ensure, to the extent it is able to do so, that every person to whom disclosure is made pursuant to that clause uses such Confidential Information solely for such purposes and is bound by obligations of confidentiality. 

13.4 Each Party acknowledges that Confidential Information is valuable and that damages might not be an adequate remedy for any breach of clause 13.1 and accordingly a Party will be entitled, without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of clause 13.1. 

9

13.5 If a Party discloses the other Party’s Confidential Information to its employees under clause 13.1.2.i, the Party will: 

13.5.1 inform each such employee of the confidential nature of the Confidential Information before disclosure; 

13.5.2 ensure that those employees comply with this clause 13 as if they were that Party; and 

13.5.3 be liable and responsible for the compliance with this clause 13 by its employees, and for any and all acts or omissions of its employees in relation to the Confidential Information as if they were the acts or omissions of the Party. 

14. Data Protection 

14.1 Each Party will comply with Data Protection Legislation in the performance of their respective obligations and the exercise of their respective rights under the Agreement. 

14.2 The Parties acknowledge that, as between them, in relation to the Franchisor’s use of the Alpacap Service, the processing of personal data by the Franchisor shall be as controller, and: 

14.2.1 the Franchisor shall determine the purpose for which and the means by which Relevant Personal Data are processed by Alpacap whilst performing the Alpacap Service; 

14.2.2 Alpacap shall be the Franchisor’s processor; and 

14.2.3 the provisions of Schedule 3 (Data Protection) shall apply to all such processing. 

15. Indemnity and Third Party Claims 

15.1 Alpacap shall defend the Franchisor against, or at the option of Alpacap settle, any claim, action, or proceedings (each a “Claim”) by a third party that the Alpacap Platform infringes any Intellectual Property Rights of the third party in the United Kingdom, and shall be responsible for any damages, reasonable costs (including legal fees) and expenses finally awarded against the Franchisor as a result of or in connection with any Claim or payable under a settlement of the Claim approved by Alpacap in writing, except in each case where the infringement is based on: 

15.1.1 modification of the Alpacap Platform by anyone other than Alpacap; 

15.1.2 the Franchisor’s or any Authorised User’s use of the Alpacap Service or Alpacap Platform otherwise than in accordance with the Agreement or in a manner contrary to the instructions given to the Franchisor by Alpacap; 

15.1.3 the Franchisor’s or any Authorised User’s use of the Alpacap Service after notice of the alleged or actual infringement from Alpacap or any appropriate authority; or 

15.1.4 use or combination of the Alpacap Service or Alpacap Platform with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred. 

10

15.2 If an infringement to which clause 15.1 refers occurs or may occur, Alpacap may at its discretion and expense: 

15.2.1 procure for the Franchisor the right to continue using the Alpacap Service in accordance with the Agreement; or 

15.2.2 render the Alpacap Service non-infringing without any material reduction in quality, functionality, or performance. 

15.3 If Alpacap is unable, using reasonable efforts, to cure an infringement pursuant to clause 15.2, Alpacap may terminate the Agreement and refund any Service Fees prepaid by the Franchisor in respect of the unexpired term of the Agreement. 

15.4 Clauses 15.1 to 15.3 (inclusive) constitute the Franchisor’s exclusive remedy and Alpacap’s only liability for Claims. 

15.5 The Franchisor shall indemnify and defend Alpacap, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of any and all claims brought by a third party relating to the Franchisor’s: 

15.5.1 use of the Franchisee Data or Collated Data in connection with this Agreement; or 

15.5.2 use of the Alpacap Platform (except to the extent caused by Alpacap’s fraud, negligence, or breach of the Agreement). 

15.6 If a Party claims under clause 15.1 in the case of the Franchisor, or clause 15.5 in the case of Alpacap, the claiming Party (the “Claiming Party”) in connection with a third party claim (each a “Third Party Claim”), the rights of the Claiming Party are subject to and conditional on the Claiming Party satisfying the following: 

15.6.1 as soon as reasonably practicable giving the other Party (the “Defending Party”) written notice of the Third Party Claim; 

15.6.2 not admitting liability or making any offer, promise, compromise, settlement or communication with the third party in respect of the Third Party Claim; 

15.6.3 surrendering to the Defending Party or its insurers in the name of the Claiming Party the conduct of the defence, settlement or counterclaim of the Third Party Claim, and providing to the Defending Party or its insurers all reasonable information and assistance in connection with the defence or settlement of the Third Party Claim (as appropriate); and 

15.6.4 where the Franchisor is the Claiming Party, the Franchisor having complied with the Agreement. 

16. Limitation of Liability 

16.1 Subject to clause 16.2, Alpacap will not be liable for losses that result from Alpacap’s failure to comply with the Agreement, in contract, tort (including negligence) or otherwise in conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of reputation; loss of or damage to data; waste of management or office time (in each case whether on a direct or indirect basis); or any indirect, consequential or special damages, costs or expenses. 

11

16.2 Nothing in the Agreement affects Alpacap’s liability for death or personal injury, for fraud or fraudulent misrepresentation, or any other liability to the extent it cannot be excluded or limited by law. 

16.3 Subject to clauses 16.1 and 16.2, Alpacap’s total liability under and in connection with the Agreement in each Contract Year, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances not exceed an amount equal to the Service Fees paid and payable by the Franchisor in that Contract Year. 

16.4 Except as is otherwise set out in the Agreement and subject to clause 16.2, the Alpacap Platform is provided on an “as-is” basis and Alpacap gives no representations, warranties, conditions or other terms of any kind in respect of the Alpacap Platform or the availability of the Alpacap Platform, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability fitness for a particular purpose or non-infringement, or that the Franchisor’s use of the Alpacap Platform will be uninterrupted, timely, secure, or free from error. 

16.5 Except as expressly and specifically provided for in the Agreement: 

16.5.1 the Franchisor assumes sole responsibility for any results obtained from the Franchisor’s and its Authorised Users’ use of the Alpacap Platform and for any decisions or actions taken arising from such use and it and relies and they rely on the results obtained from the Alpacap Platform at its and their own risk; 

16.5.2 all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and 

16.5.3 Alpacap will not be responsible for any interruptions, delays, failures or non-availability affecting the Alpacap Platform or the performance of the Alpacap Platform which are caused by third party services or errors or bugs in software, hardware or the internet on which Alpacap relies to provide access to the Alpacap Platform and the Franchisor acknowledges that Alpacap does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet. 

17. Publicity 

17.1 Alpacap may use the Franchisor’s name, logo and related trademarks in any of Alpacap’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Franchisor uses the Alpacap Service and alongside any testimonials that the Alpacap has agreed to give. 

17.2 The Franchisor may request that Alpacap stops using any of the items set out in clause 17.1 at any time by contacting Alpacap in writing at support@alpacap.co.uk and Alpacap agrees to promptly action any such request. 

18. General 

18.1 Entire agreement 

12

18.1.1 The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. 

18.1.2 Each Party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement. 

18.2 Force majeure 

The obligations of Alpacap under the Agreement shall be suspended for so long as and to the extent that their performance is prevented, hindered, or delayed by any event which is beyond Alpacap’s reasonable control, including acts of God, war, terrorism, fire, and natural disasters. 

18.3 Rights of third parties 

18.3.1 The Agreement does not create, confer or purport to confer any benefit or right enforceable by any person who is not a Party to it. 

18.3.2 The Parties shall not require the consent of any other person to rescind or vary any or all provisions of the Agreement. 

18.4 Remedies cumulative 

The rights of the Parties provided by the Agreement are cumulative and (unless otherwise provided in the Agreement) are not exclusive of any rights or remedies of the Parties provided by law or in the Agreement. 

18.5 Notices 

18.5.1 Notices under the Agreement shall be in writing and sent to the Party’s address as set out on the first page of the Agreement (or to the email address set out below). Notices may be given, and shall be deemed received: 

i. by recorded international post or courier service: on delivery; 

ii. by hand: on delivery; and 

iii. by email to support@alpacap.co.uk in the case of Alpacap, and the email address set out in the Order Form as the Franchisor’s email address in the case of the Franchisor: immediately, except that if the email produces an automated response reporting a failure to deliver, delayed delivery to the intended recipient, or an “out of office” (or similar) notification, the notice shall not be taken to have been served. 

18.5.2 This clause 18.5 does not apply to notices given in legal proceedings or arbitration. 

18.6 Waiver 

No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by applicable law shall constitute a waiver of that or any other right or 

13

remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 

18.7 Invalidity 

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. 

18.8 Assignment and sub-contracting 

18.8.1 The Franchisor shall not, without Alpacap’s prior written consent, assign, transfer, charge, dispose of, deal with or sub-contract its rights or obligations under the Agreement. 

18.8.2 Alpacap may assign, transfer, charge, dispose of, or otherwise deal with or sub-contract its rights or obligations under the Agreement without requiring the Franchisor’s consent. 

18.9 Variation 

No variation or amendment of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives). 

19. Governing Law and Jurisdiction 

19.1 The Agreement, and any non-contractual obligations arising in connection with the Agreement, shall be governed by and construed in accordance with English law. 

19.2 The courts of England and Wales have exclusive jurisdiction to hear and determine any suit, action, or proceedings, and to settle any disputes, which may arise out of or in connection with the Agreement.

Schedule 2 – Support and Service Levels 

1. Additional Definitions

In this Schedule, the following additional definitions apply:

  • “Business Day” means a day other than a Saturday, Sunday, or public holiday in England.
  • “Downtime” means the period of time during which the Alpacap Service is unavailable.
  • “Emergency Maintenance” means any maintenance operation performed on an emergency basis to implement important system changes that cannot be postponed until Scheduled Maintenance. This includes, but is not limited to, resolving the inaccessibility of a material functionality of the Alpacap Service or mitigating a material security vulnerability.
  • “Excluded Event” means any unavailability or performance issues of the Alpacap Platform or Service that:
    • (i) result from systems, software, services, equipment, or technology controlled or operated by the Franchisor;
    • (ii) are caused by factors beyond the reasonable control of the Franchisor, including events referenced in clause 18.2 (Force Majeure), Internet access issues, or third-party services;
    • (iii) result from actions or inactions of the Franchisor or any third party (including Franchisees);
    • (iv) result from Alpacap’s suspension or termination of the Franchisor’s or any Authorized User’s access rights under the Agreement;
    • (v) relate to Downtime during Scheduled Maintenance or Emergency Maintenance.
  • “Scheduled Maintenance” means any planned maintenance operation scheduled to perform non-critical error fixes or implement updates to the Alpacap Platform.
  • “Support Hours” means 9:00 AM to 5:00 PM on any Business Day.
  • “Workaround” means a temporary or permanent solution that enables the Alpacap Service to function as expected.
  • “Uptime” means the total available time of the Alpacap Platform in any given month, calculated as the percentage of total minutes in the month minus Downtime (excluding Excluded Events), divided by the total minutes in the month.

2. Availability

Alpacap will use reasonable commercial efforts to maintain an Uptime of 99%, as per the Agreement.

3. Support Requests

3.1 Requesting Support

The Franchisor can request support during Support Hours via:
📧 Email: support@alpacap.co.uk
(the “Support Notification Tools”)

3.2 Submission Requirements

Support Requests must include:

  1. The specific functionality affected.
  2. The steps leading up to and following the issue.
  3. The estimated time frame when the issue was observed.
  4. Screenshots or other relevant details illustrating the issue.

3.3 Logging and Response

Once notified, Alpacap will:

  • Log the Support Request,
  • Identify the severity level, and
  • Respond in accordance with Section 4 (Response and Resolution Times).

4. Response and Resolution Times

Alpacap will use reasonable commercial efforts to address Support Requests based on severity level and target response and resolution times:

  • Response refers to the initial triaging and confirmation that Alpacap has received the Support Request.
  • The Target Response and Resolution Times do not apply to Excluded Events.

4.2 Charges for Support Related to Excluded Events

Alpacap may charge a reasonable fee for Support Requests related to Excluded Events caused by the negligence or contractual breach of the Franchisor.

5. Maintenance

5.1 Scheduled Maintenance Notifications

If Alpacap expects Scheduled Maintenance to result in Downtime, the Franchisor will be notified at least 48 hours in advance.

5.2 Scheduling of Maintenance

Scheduled Maintenance will be planned during off-peak hours—typically outside Support Hours and on non-Business Days.

5.3 Emergency Maintenance

In case of Emergency Maintenance, Alpacap will make reasonable efforts to notify the Franchisor as soon as possible.

Schedule 3 – Data Protection

1. Additional Definitions

  • “Data Subject Request” means a request by a data subject to exercise their rights under Data Protection Legislation concerning Relevant Personal Data.
  • “Personal Data Breach” refers to any security breach leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to Relevant Personal Data.
  • “Restricted Transfer” means a transfer of data covered under Chapter V of GDPR or UK GDPR.
  • “Sub-processor” refers to any third-party entity engaged by Alpacap to process Relevant Personal Data on behalf of the Franchisor.
  • “Supervisory Authority” means any regulatory body responsible for enforcing Data Protection Legislation.

2. Processing Relevant Personal Data

2.1 Scope of Processing

Alpacap shall only process the types of Relevant Personal Data as outlined in Annex A, strictly following the Franchisor’s documented instructions unless required by applicable law.

2.2 Compliance with GDPR

If any instruction from the Franchisor contradicts GDPR or UK GDPR, Alpacap shall inform the Franchisor.

3. Alpacap Personnel

  • All Alpacap personnel involved in processing Relevant Personal Data shall be subject to confidentiality obligations.
  • Access to such data will be restricted to those necessary for fulfilling Alpacap’s contractual obligations.

4. Security

Alpacap shall implement appropriate technical and organizational measures to protect Relevant Personal Data from unauthorized access, loss, or breach.

5. Subprocessing

  • The Franchisor grants general authorization for Alpacap to appoint Sub-processors.
  • Alpacap must provide 30 days' prior notice before replacing or appointing new Sub-processors.

6. Data Subject Rights

  • Alpacap will notify the Franchisor without undue delay if it receives a request from a governmental body or law enforcement agency regarding Relevant Personal Data.
  • If a Data Subject submits a request, Alpacap shall refer it to the Franchisor.

7. Incident Management

  • In case of a Personal Data Breach, Alpacap must notify the Franchisor within 48 hours and assist in mitigation efforts.

8. Data Protection Impact Assessments

Alpacap will assist the Franchisor in conducting Data Protection Impact Assessments (DPIAs) as required by law.

9. Deletion or Return of Data

Upon termination of the Agreement, the Franchisor may:

  • Extract a copy of all Relevant Personal Data or request deletion.
  • If no request is made, Alpacap will delete the data within a reasonable period.

10. Audit Rights

  • 10.1 Alpacap shall make available to the Franchisor on request all information reasonably necessary to demonstrate compliance with this Schedule and Data Protection Legislation in connection with Alpacap’s processing of Relevant Personal Data and allow for and contribute to audits in accordance with Alpacap’s or its Sub-processors’ polices in place from time to time. 
  • 10.2 Prior to conducting any audit pursuant to paragraph 10.1, the Franchisor must submit an audit request to Alpacap and the Franchisor and Alpacap must agree the start date, scope and duration of and security and confidentiality controls applicable to any such audit. 
  • 10.3 Alpacap may (acting reasonably) object to the appointment by the Franchisor of an independent auditor to carry out an audit pursuant to paragraph 10.1 and, where this is the case, the Franchisor shall be required to appoint another auditor or conduct the audit itself. 
  • 10.4 If the Franchisor requires more than one (1) audit in any twelve (12) month period, the Franchisor shall reimburse Alpacap’s reasonable costs and expenses incurred in relation to compliance with any audits over and above such one (1) audit in the relevant twelve (12) month period. 

‍

11. International Transfers of Relevant Personal Data 

  • 11.1 The Parties acknowledge and agree that it is not intended that Alpacap shall make any Restricted Transfer in connection with the data processing activities of Alpacap to which this Schedule refers. 
  • 11.2 If and to the extent that Alpacap is to make a Restricted Transfer in connection with its obligations under this Schedule, the Parties shall use reasonable endeavours to negotiate any further agreement required by Data Protection Legislation to ensure that any such Restricted Transfer of Relevant Personal Data is made in compliance with Data Protection Legislation. 
  • 11.3 Paragraph 11.2 shall not apply where Alpacap is required to make any Restricted Transfer of Relevant Personal Data by applicable law, in which case Alpacap shall, where legally permissible, inform the Franchisor of that legal requirement before processing. 

‍

12. Costs 

  • The Franchisor shall pay any reasonable costs and expenses incurred by Alpacap in meeting the Franchisor’s requests made under paragraphs 6, 8 and 10 of this Schedule. 

‍

‍Annex A - Personal Data processing purposes and details 

  • Subject matter and duration of processing: The subject matter and duration of the Processing are set out in the Agreement. 
  • Nature and purpose of Processing: All reasonable purposes in relation to Alpacap’s performance of its obligations under the Agreement. 
  • Personal Data Categories: Names, email addresses, phone numbers, legal business names, directorships, financial accounts, transaction history, creditworthiness 
  • Data Subject Types: Customers of Franchisees. 

‍

Authorised Persons: 

  • Data Protection Officer (DPO) 
  • Product Managers 
  • Customer Support Team 
  • IT and Security Staff 
  • Compliance Officers 
  • Data Analysts 
  • Financial Analysts 

‍

Approved Subcontractors: 

  • Subcontractors performing services in the areas of 
  • Product Management 
  • Customer Support 
  • IT and Security 
  • Compliance 
  • Data Analysis 
  • Financial Analysis