Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Etellect Ltd, trading as eSortcode ("Etellect," "we," "us," or "our"), governing your access to and use of the eSortcode web services, APIs, and data products (collectively, the "Services").

By accessing or using our Services, registering for an account, or clicking "I Accept" or similar acknowledgment, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" and "your" shall refer to such entity.

2. Definitions

"API"

means the application programming interface provided by Etellect for accessing the Services programmatically.

"BACS Bureau"

means the service enabling Customers to submit and manage BACS payment requests (including Direct Debit and Direct Credit) via the Services, as described in Section 3.5. Access to the BACS Bureau Service is included with an active Enterprise SLA.

"Confirmation of Payee & Payer (CoP)"

means the real-time name verification service for validating payee account details against registered account holder names. Access to the CoP Service requires an active Enterprise SLA, as described in Sections 3.2, 6.4, and 7.7.

"Enterprise SLA"

means the enhanced service level subscription described in Section 7.7, which is required to access the Confirmation of Payee Service, entitles the Customer to access the BACS Bureau Service, and includes assistance to support supplier onboarding for FCA-approved organisations.

"Credits"

means the prepaid units purchased by Customer for consuming API requests and data services.

"EISCD"

means the Extended Industry Sort Code Directory, a comprehensive database of UK financial institution data covering Bacs, CHAPS, Cheque and Credit Clearing, and Faster Payments schemes.

"Modulus Checking"

means the algorithmic validation service for UK sort codes and account numbers using industry-standard modulus algorithms.

"Portal"

means the customer portal accessible at https://portal.esortcode.com for account management, credit purchases, and usage monitoring.

"Vocalink"

means Vocalink Limited, a Mastercard company and operator of UK payment infrastructure, the original provider of EISCD data.

3. Description of Services

Etellect provides the following web-based validation and data services:

3.1 Modulus Checking Service

Real-time validation of UK sort codes and account numbers using BACS-approved modulus algorithms, including:

• Modulus 10 and Modulus 11 weight algorithms
• Double Alternate algorithm
• Sort code validation against UK banking directory
• Account number format verification
• Bank and branch information retrieval

3.2 Confirmation of Payee & Payer (CoP) Service

Real-time name verification service providing:

• Payee name matching against registered account holder names
• Payer name verification (Confirmation of Payer - PNV)
• Match result status (Full Match, Close Match, No Match, Unavailable)
• Fraud prevention and misdirected payment reduction
• Regulatory compliance support for APP fraud prevention

3.3 EISCD Data Extracts

Comprehensive UK and Irish banking data files including:

• Complete sort code directory for UK and Republic of Ireland
• Bank and branch names, addresses, and contact information
• Payment scheme participation (Bacs, CHAPS, Faster Payments)
• Modulus algorithm specifications
• Available formats: CSV, Excel (XLSX), JSON, XML
• Regular updates reflecting banking industry changes

3.4 API Access

RESTful API endpoints providing programmatic access to all services with:

• HTTPS encryption for all requests
• API key-based authentication
• JSON response format
• Rate limiting and usage monitoring
• Comprehensive API documentation

3.5 BACS Bureau Service

An automated BACS Bureau service enabling Customers with an active Enterprise SLA to submit and manage BACS payment requests via the Services, including:

• Submission of BACS Direct Debit and Direct Credit files and requests
• Management, monitoring, and reporting of BACS requests and mandates
• Account status monitoring and related validation workflows
• Confirmation of Payee verification as part of mandate and payment workflows, where the Customer is eligible under Section 6.4

Access to the BACS Bureau Service is included with an active Enterprise SLA subscription. Further terms governing eligibility, internal use, and the prohibition on resale are set out in Section 6.4.

4. EISCD Data Authorization

4.1 Authorized Distributor Status

Etellect Ltd is an authorized distributor of the Extended Industry Sort Code Directory (EISCD), which is maintained and provided by Vocalink Limited, a Mastercard company. The EISCD is a comprehensive database of payments-related information for financial institutions participating in the United Kingdom's:

• Bacs payment schemes
• CHAPS (Clearing House Automated Payment System)
• Cheque and Credit Clearing
• Faster Payments Service

4.2 Vocalink Partnership

As a Vocalink partner, Etellect has been granted the rights to:

• Access and process EISCD data for commercial purposes
• Distribute EISCD data to authorized customers and end users
• Provide API services utilizing EISCD information
• Incorporate EISCD data into validation and verification services

4.3 Data Usage Restrictions

Customer acknowledges and agrees that:

• EISCD data remains the intellectual property of Vocalink and is licensed, not sold
• Customer's use of EISCD data is subject to these Terms and applicable Vocalink licensing requirements
• Customer shall not redistribute, resell, or sublicense EISCD data without explicit written authorization
• Customer shall use EISCD data solely for internal business purposes and payment validation activities
• Customer shall not reverse engineer, decompile, or attempt to derive the source data structure of EISCD

4.4 Data Accuracy

While Etellect and Vocalink endeavor to maintain the accuracy and currency of EISCD data:

• EISCD data is provided "as is" and reflects information available at the time of distribution
• Banking industry changes may occur between update cycles
• Customer is responsible for implementing appropriate validation and error handling in their applications
• Etellect is not liable for losses arising from outdated or inaccurate data

5. Account Registration & Security

5.1 Account Creation

To access the Services, you must:

• Create an account through our website or Portal
• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into binding contracts

5.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials and API keys
• All activities that occur under your account, whether authorized or not
• Notifying us immediately of any unauthorized access or security breach
• Using strong passwords and implementing appropriate security measures
• Restricting access to your API keys and preventing unauthorized use

5.3 API Key Management

API keys are sensitive credentials that must be:

• Stored securely and never embedded in publicly accessible code or repositories
• Transmitted only over secure (HTTPS) connections
• Rotated regularly and immediately upon suspected compromise
• Used only for authorized purposes within your organization

6. License Grant & Restrictions

6.1 License Grant

Subject to these Terms and payment of applicable fees, Etellect grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Services for your internal business purposes
• Integrate the API into your applications and systems
• Use EISCD data for payment validation and verification activities
• Store API responses and validation results for reasonable operational periods

6.2 License Restrictions

You shall not:

• Reverse engineer, decompile, or disassemble any portion of the Services
• Remove, alter, or obscure any proprietary notices or attributions
• Resell, redistribute, or provide access to the Services to third parties
• Use the Services to develop competing products or services
• Scrape, harvest, or systematically collect data beyond authorized API usage
• Circumvent usage limits, rate limiting, or other technical restrictions
• Use the Services in any manner that violates applicable laws or regulations
• Share, publish, or disclose your API keys to unauthorized parties
• Cache or store EISCD data beyond reasonable operational requirements
• Create derivative databases based on EISCD data

6.3 White-Label and Reseller Licensing

If you wish to resell, white-label, or incorporate the Services into commercial offerings provided to third parties, you must:

• Contact Etellect to discuss reseller or partner arrangements
• Execute a separate written agreement with appropriate licensing terms
• Comply with additional restrictions and requirements for commercial distribution

Please contact sales@esortcode.com for reseller inquiries.

Exception — Confirmation of Payee and BACS Bureau: Notwithstanding the foregoing, the Confirmation of Payee Service and the BACS Bureau Service cannot be resold, white-labelled, sublicensed, redistributed, or otherwise provided to third parties under any circumstances. Reseller or partner arrangements do not extend to those services.

6.4 Confirmation of Payee and BACS Bureau Access

Enterprise SLA required for CoP. Access to the Confirmation of Payee (CoP) Service is available only to Customers who hold an active Enterprise SLA subscription. Standard SLA and pay-as-you-go accounts do not include access to the CoP Service.

BACS Bureau entitlement. An active Enterprise SLA subscription also entitles the Customer to access the BACS Bureau Service and to submit and manage BACS requests via the Services.

Legitimate reason for CoP access. By signing up for, or using, the BACS Bureau Service, the Customer represents, warrants, and undertakes that:

• the Customer has a legitimate reason for accessing the Confirmation of Payee Service, including the making or processing of payments and related account validation in connection with the Customer's own payment operations;
• the CoP Service and the BACS Bureau Service will be used solely within the Customer's organisation and solely for the Customer's internal business purposes; and
• the Customer shall not resell, sublicense, redistribute, white-label, or otherwise provide the CoP Service, the BACS Bureau Service, or any output of those services, to any third party.

Etellect may suspend or terminate access to the CoP Service and/or the BACS Bureau Service immediately if the Customer breaches this Section 6.4, including if Etellect reasonably believes that the Customer does not have a legitimate reason for CoP access or that those services are being used outside the Customer's organisation or resold to third parties.

7. Service Level Agreement (SLA)

7.1 Standard Service Uptime Commitment

For standard service customers, Etellect commits to maintaining a 99.9% monthly uptime guarantee for the Services, calculated as follows:

7.2 Uptime Definition

"Uptime" means the Services are operational and accessible via the API. "Downtime" means:

• Complete unavailability of API endpoints resulting in inability to process requests
• Error rates exceeding 5% of all requests within a 5-minute period
• API response times exceeding 10 seconds for 95th percentile of requests

7.3 Exclusions from Downtime

The following do not count as Downtime:

• Scheduled Maintenance: Announced at least 48 hours in advance, performed during off-peak hours (typically 01:00-05:00 GMT), limited to 4 hours per month
• Emergency Maintenance: Critical security patches or urgent bug fixes, with prior notice when reasonably possible
• Force Majeure Events: Natural disasters, acts of war, terrorism, pandemics, government actions, or other events beyond Etellect's reasonable control
• Third-Party Failures: Issues with Vocalink infrastructure, internet backbone providers, DNS services, or customer's own infrastructure
• Customer-Caused Issues: Downtime resulting from customer's misuse, abuse, or violation of these Terms
• Beta or Preview Services: Services explicitly designated as beta, preview, or experimental

7.4 Performance Targets

In addition to uptime guarantees, Etellect targets the following performance metrics:

• API Response Time: <200ms for 95th percentile of requests
• Request Success Rate: >99.9% of properly formatted requests return valid responses
• Data Freshness: EISCD data updated within 48 hours of receiving updates from Vocalink

7.5 Service Credits for SLA Breaches (Enterprise SLA Only)

If Monthly Uptime (measured within the calendar month) falls below the Enterprise SLA guarantee, Enterprise customers may claim service credits as follows:

Enterprise SLA Service Credit Procedures:

• Eligibility: Only available to active Enterprise SLA subscribers
• Measurement Period: Uptime is measured monthly (within each calendar month), not annually
• Credit Calculation: Credits are calculated as the applicable percentage of both the £99+VAT monthly subscription fee and the total API usage charges for the affected month
• Example: If monthly uptime is 99.3% (triggering 25% credit) with £99 subscription + £500 usage, credit would be (25% × £99) + (25% × £500) = £24.75 + £125.00 = £149.75
• Application: Credits are applied to the next monthly invoice
• Claim Period: Credits must be claimed within 30 days of the end of the month in which the SLA breach occurred
• Claim Process: Submit via email to support@esortcode.com with evidence of impact and downtime duration
• Credit Type: Credits are applied directly to the next monthly invoice, not as cash refunds
• Expiration: Unused credits expire 12 months from issuance
• Exclusivity: Service credits are the sole and exclusive remedy for SLA breaches

Note: Standard pay-as-you-go customers operate under a 99.9% uptime target but are not eligible for service credits. For guaranteed uptime with financial compensation, please upgrade to our Enterprise SLA.

7.6 Monitoring and Reporting

Etellect maintains internal monitoring systems and publishes:

• Real-time system status at https://status.esortcode.com
• Historical uptime statistics available upon request
• Incident reports for significant outages

7.7 Enterprise SLA Option

For mission-critical applications requiring higher availability, Etellect offers an Enterprise SLA with:

• 100% Uptime Guarantee: Zero tolerance for downtime with financial penalties for any service interruption
• Duplicated Infrastructure: Separate servers and endpoints completely duplicated from standard service
• Additional API Endpoints: Private endpoints for enhanced reliability and performance
• 24/7 Priority Support: Direct line to senior engineers with 15-minute emergency response time
• Multi-Region Failover: Automatic failover between UK datacenters with sub-second switching
• Dedicated Account Manager: Personal point of contact for all service matters
• 30-Day Invoice Terms: Flexible payment terms for improved cash flow management
• FCA-Approved Supplier Onboarding Assistance: Assistance to support supplier onboarding for FCA-approved organisations

Enterprise SLA is available as an add-on with flexible payment options:

• Monthly: £99 + VAT per month
• Annual: £990 + VAT per year (save £198 annually - equivalent to 2 months free)

Enterprise SLA can be added to any Modulus Checking subscription. An active Enterprise SLA is required to access the Confirmation of Payee (CoP) Service and also entitles the Customer to access the BACS Bureau Service, including the ability to submit and manage BACS requests via the Services. Eligibility, internal-use, and no-resale terms for CoP and BACS Bureau are set out in Section 6.4.

Service Coverage: Enterprise SLA applies to Modulus Checking, Confirmation of Payee (CoP), and BACS Bureau services. An active Enterprise SLA provides access to CoP with enterprise pricing, and access to BACS Bureau. As part of the Enterprise SLA, Etellect also provides assistance to support supplier onboarding for FCA-approved organisations. For CoP services, the Enterprise SLA covers eSortcode's infrastructure and service provision only. CoP verification relies on the Open Banking network and participating banks' systems, which are outside our control. The 100% uptime guarantee applies to our API availability, not to the underlying Open Banking service resilience. EISCD extracts are not covered by the Enterprise SLA and remain on standard service terms.

BACS Bureau with Enterprise SLA Benefits: Customers with an active Enterprise SLA subscription receive the following exclusive benefits for BACS Bureau services:

• Monthly Billing in Arrears: BACS Bureau charges are invoiced monthly in arrears rather than requiring prepaid credits. This provides better cash flow management and eliminates the need for upfront credit purchases.
• FREE Modulus Checking: All transactions submitted through BACS Bureau include complimentary Modulus checking at no additional cost. This ensures account validity before BACS submission without incurring per-transaction Modulus checking charges.
• FREE CoP Checking: All new and re-onboarding mandates include complimentary Confirmation of Payee (CoP) verification as part of the KYC workflow. This provides enhanced fraud prevention and mandate validation without additional CoP checking charges.
• Extended Credit Validity: Credit packs purchased for BACS Bureau services are valid for 36 months from the date of purchase (versus 24 months for standard customers). This extended validity period provides maximum flexibility for bulk credit purchases and long-term planning.

Note: The FREE Modulus and CoP checking benefits apply only to BACS Bureau operations and only when an active Enterprise SLA subscription is in place. Standalone Modulus and CoP API usage outside of BACS Bureau continues to be charged at standard rates.

For full details and to add Enterprise SLA to your account, visit our Enterprise SLA page.

7.8 Service Availability and Right to Discontinue

Service Dependencies

The services provided by eSortcode depend on the following:

• Modulus Checking: Access to the Extended Industry Sort Code Directory (EISCD) provided by Vocalink Limited (a Mastercard company) and the continued authorization to distribute this data commercially
• EISCD Data Extracts: Ongoing licensing arrangements with Vocalink Limited for the provision and distribution of EISCD data files
• Confirmation of Payee & Payer (CoP): Access to the UK Open Banking network, participating financial institutions' CoP endpoints, and any necessary gateway or partner network connections required to facilitate CoP verification services. CoP access is available only to Customers with an active Enterprise SLA and is subject to Section 6.4
• BACS Bureau: Access to BACS payment schemes, related processing infrastructure, and the Customer's continued entitlement under an active Enterprise SLA to submit and manage BACS requests via the Services

Right to Discontinue Services

If Etellect cannot continue to provide access to the data, services, or partnerships necessary to deliver a commercially viable and properly licensed service offering, Etellect reserves the right to discontinue the service without further notice for any reason whatsoever, including but not limited to:

• Loss of EISCD distribution rights or authorisation from Vocalink
• Changes to EISCD licensing terms that make commercial provision unviable
• Loss of access to Open Banking network or partner CoP services
• Regulatory or legal changes preventing service provision
• Changes to third-party terms that make continued service provision commercially impractical
• Withdrawal of necessary data feeds, APIs, or technical infrastructure by third parties

Refund Policy Upon Service Discontinuation

Enterprise SLA Customers:

• If service is discontinued, customers with an active Enterprise SLA subscription at the time of discontinuation are eligible for refunds
• Service credits (prepaid API usage credits) purchased within the last 6 months prior to the discontinuation date can be claimed and are eligible for a pro-rata refund
• The refund will be calculated based on the unused portion of credits purchased within the 6-month window
• Refunds are subject to the claim procedures outlined in Section 7.5 and must be claimed within 30 days of the service discontinuation notice
• Enterprise SLA subscription fees for any unused portion of the current month will be refunded on a pro-rata basis

Standard SLA Customers:

• For clarity, under the terms of the Standard SLA, no refund of prepaid service credits will be provided in the event of service discontinuation
• Customers operating under the Standard SLA acknowledge and accept that prepaid credits are non-refundable
• This clause applies regardless of the reason for service discontinuation or the amount of unused credits remaining

Customer Acknowledgement

By using the Services, Customer acknowledges and accepts that:

• Service availability is subject to third-party dependencies outside Etellect's direct control
• Etellect may discontinue services without prior notice if necessary permissions or access are revoked
• Refund eligibility is determined solely by the Customer's service level (Enterprise SLA vs. Standard SLA) at the time of discontinuation
• Standard SLA customers accept the risk of non-refundable credits in exchange for lower service costs
• Enterprise SLA customers receive additional protections including potential refunds for recently purchased credits

Note: This clause does not affect Customer's statutory rights under applicable consumer protection laws. Where Etellect voluntarily ceases to provide services for reasons within its control (rather than due to loss of third-party access or permissions), Etellect will use reasonable efforts to provide advance notice and may consider discretionary refund arrangements on a case-by-case basis.

8. Fees & Payment Terms

8.1 Pricing Structure

Services are provided on a prepaid credit basis:

• Modulus Checking: From 2.5p per validation check
• Confirmation of Payee & Payer: From 15p per name verification. Access to the CoP Service requires an active Enterprise SLA (see Section 6.4)
• BACS Bureau: As published on the BACS Bureau page. Access is included with an active Enterprise SLA and enables the Customer to submit and manage BACS requests via the Services
• EISCD Data Extracts: From £49 per download

Current pricing is available at https://www.esortcode.com/#pricing. Volume discounts apply automatically based on purchase quantity.

8.2 Payment Methods

We accept:

• Major credit and debit cards (Visa, Mastercard) via ePayment Services
• PayPal
• Direct Debit (UK customers)
• Bank transfer for enterprise accounts (upon approval)

8.3 Billing and Invoicing

• Credits are purchased in advance and deducted per transaction
• Invoices are provided electronically via the Portal
• VAT is charged where applicable at prevailing UK rates
• Payment is due immediately upon purchase unless alternative terms are agreed in writing

8.4 Credit Expiration

Purchased credits do not expire, subject to minimum monthly usage criteria. Accounts with no API activity for 12 consecutive months may have unused credits forfeited. Active accounts retain credits indefinitely.

8.5 Price Changes

Etellect reserves the right to modify pricing with 30 days' written notice. Price changes do not affect credits already purchased.

8.6 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and government charges.

9. Data Protection & Privacy

9.1 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, incorporated by reference into these Terms.

9.2 Data Protection Legislation Compliance

Etellect Ltd complies with all applicable data protection legislation, including:

• UK General Data Protection Regulation (UK GDPR)
• Data Protection Act 2018 (DPA 2018)
• Privacy and Electronic Communications Regulations (PECR)
• Any successor or replacement legislation

Both parties shall comply with all applicable data protection legislation in connection with the performance of their obligations under this Agreement.

9.3 Roles and Responsibilities

For the purposes of data protection legislation:

• Customer acts as Data Controller for any Personal Data submitted to the Services, including but not limited to names, account numbers, and other identification information included in API requests
• Etellect acts as Data Processor when processing Personal Data on Customer's instructions through the provision of validation, verification, and data services
• Etellect acts as Data Controller for Customer account information, billing data, usage analytics, and other data collected for the administration of the Services and contractual relationship

9.4 Data Processing Agreement (DPA)

Where Etellect processes Personal Data as a Data Processor on behalf of the Customer, the following terms apply:

9.4.1 Processing Instructions

• Etellect shall process Personal Data only on documented instructions from the Customer, which are set out in these Terms and any subsequently agreed written instructions
• The Customer instructs Etellect to process Personal Data for the purpose of providing the validation, verification, and data services described in Section 3
• Etellect shall immediately inform the Customer if, in its opinion, an instruction infringes applicable data protection legislation

9.4.2 Nature and Purpose of Processing

Etellect processes Personal Data for the following purposes:

• Modulus Checking: Validation of sort codes and account numbers, including processing of account holder names where provided
• Confirmation of Payee & Payer: Real-time verification of payee and payer names against bank account details
• Service Delivery: Processing requests, returning validation results, and maintaining service quality
• Security and Fraud Prevention: Monitoring for suspicious activity and preventing service abuse
• Support and Troubleshooting: Investigating and resolving technical issues and service queries

9.4.3 Types of Personal Data

Personal Data processed may include:

• Account holder names (individual and business names)
• UK sort codes and account numbers
• Timestamps and transaction identifiers
• IP addresses and API access metadata
• Any other data submitted via API requests

9.4.4 Categories of Data Subjects

Data Subjects may include:

• Payees and payers in financial transactions
• Bank account holders
• Individuals conducting business with the Customer
• Employees and representatives of business entities

9.4.5 Duration of Processing

• Personal Data is processed in real-time for the duration of each API request
• Standard SLA: Request logs containing Personal Data are retained for 90 days for security, debugging, and support purposes
• Enterprise SLA: Request logs are retained for up to 12 months for enhanced audit trail and compliance requirements
• Upon termination of Services, Personal Data in logs will be deleted or anonymized within 30 days unless legal retention obligations apply

9.5 Data Processor Obligations

9.5.1 Confidentiality

• Etellect shall ensure that persons authorized to process Personal Data are subject to confidentiality obligations
• Access to Personal Data is restricted to personnel who require it to perform their duties
• All personnel receive appropriate data protection training

9.5.2 Security Measures

Etellect implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including:

• Encryption: TLS 1.3 encryption for all data in transit, AES-256 encryption for data at rest
• Access Controls: Role-based access controls (RBAC), multi-factor authentication (MFA), and principle of least privilege
• ISO Certifications: ISO 27001 (Information Security Management) and ISO 9001 (Quality Management) certification maintained
• Network Security: Firewalls, intrusion detection systems (IDS), and DDoS protection
• Monitoring and Logging: Continuous security monitoring, automated threat detection, and comprehensive audit logging
• Vulnerability Management: Regular security assessments, penetration testing, and prompt patching of vulnerabilities
• Physical Security: UK-based data centers with 24/7 physical security, biometric access controls, and environmental controls
• Incident Response: Documented security incident response procedures with designated response team
• Business Continuity: Regular backups, disaster recovery procedures, and business continuity planning

9.5.3 Sub-Processors

Customer provides general authorization for Etellect to engage sub-processors for the provision of Services. Current sub-processors include:

• Infrastructure Providers: Cloud hosting and infrastructure services located in the United Kingdom
• Vocalink Limited (Mastercard): EISCD data provider for sort code directory information
• Open Banking Service Providers: For Confirmation of Payee verification services
• Payment Processors: For processing Customer payments and subscriptions

Etellect shall:

• Impose data protection obligations on sub-processors that are no less protective than those in these Terms
• Maintain an up-to-date list of sub-processors, available upon request
• Notify Customer of any intended changes concerning the addition or replacement of sub-processors, giving Customer the opportunity to object
• Remain fully liable to Customer for the performance of sub-processor obligations

9.5.4 International Data Transfers

• All Personal Data is processed and stored within the United Kingdom
• Data is not transferred to any country outside the UK without appropriate safeguards in place
• Where international transfers are necessary, Etellect shall ensure compliance with UK GDPR Chapter V requirements, including use of Standard Contractual Clauses (SCCs) where applicable
• Customer may request details of international transfer safeguards at any time

9.5.5 Assistance with Data Subject Rights

Etellect shall, taking into account the nature of processing, provide reasonable assistance to Customer to enable Customer to respond to requests from Data Subjects exercising their rights under data protection legislation, including:

• Right of access (Article 15 UK GDPR)
• Right to rectification (Article 16 UK GDPR)
• Right to erasure ("right to be forgotten") (Article 17 UK GDPR)
• Right to restriction of processing (Article 18 UK GDPR)
• Right to data portability (Article 20 UK GDPR)
• Right to object to processing (Article 21 UK GDPR)

Where Etellect receives a Data Subject request directly, Etellect shall promptly notify Customer and shall not respond to the request without Customer's prior authorization, except where legally required to do so.

9.5.6 Data Protection Impact Assessments

Etellect shall provide reasonable assistance to Customer in conducting Data Protection Impact Assessments (DPIAs) where Customer's use of the Services requires such assessment under Article 35 UK GDPR, including providing information about the processing operations, security measures, and risks.

9.5.7 Deletion and Return of Data

Upon termination of Services or at Customer's request, Etellect shall, at Customer's choice:

• Delete all Personal Data processed on Customer's behalf, or
• Return all Personal Data to Customer in a commonly used electronic format

Etellect may retain Personal Data to the extent required by applicable law or for legitimate business purposes (e.g., financial records retention), provided such data remains subject to confidentiality obligations.

9.6 Data Breach Notification

9.6.1 Notification to Customer

In the event of a Personal Data Breach affecting Customer's Personal Data, Etellect shall:

• Notify Customer without undue delay and, where feasible, within 24 hours of becoming aware of the breach
• Provide Customer with sufficient information to enable Customer to meet any obligations to report or inform Data Subjects of the breach under applicable data protection legislation
• Provide regular updates on investigation progress and remediation efforts

9.6.2 Breach Information

Notifications shall include, to the extent possible:

• Nature of the Personal Data Breach including categories and approximate number of Data Subjects and Personal Data records concerned
• Name and contact details of Etellect's Data Protection Officer or other contact point for information
• Likely consequences of the Personal Data Breach
• Measures taken or proposed to be taken to address the breach and mitigate its possible adverse effects
• Timeline of the breach and discovery

9.6.3 Breach Response and Remediation

Etellect shall:

• Take immediate steps to contain and remediate the breach
• Cooperate with Customer in investigating the breach
• Implement measures to prevent recurrence
• Provide Customer with reasonable assistance in complying with notification obligations to supervisory authorities and Data Subjects
• Document all Personal Data Breaches and make records available to Customer upon request

9.7 Audit Rights

Customer may, upon reasonable notice and subject to confidentiality obligations:

• Request information from Etellect to demonstrate compliance with data protection obligations
• Review Etellect's ISO 27001 and ISO 9001 certifications and related audit reports
• Request third-party audit reports (e.g., SOC 2 Type II) subject to confidentiality agreements
• Conduct audits or inspections (including on-site audits) where required by supervisory authorities or where reasonable concerns exist about compliance, provided such audits:
  • Are conducted no more than once per year except where triggered by a reported breach or regulatory requirement
  • Are scheduled with at least 30 days' notice
  • Do not unreasonably disrupt Etellect's operations
  • Are subject to appropriate confidentiality protections
  • Are conducted at Customer's expense

9.8 Customer Responsibilities as Data Controller

When using Services involving Personal Data, Customer must:

• Legal Basis: Ensure a valid legal basis exists for processing Personal Data submitted to the Services under Article 6 UK GDPR
• Fair Processing: Process Personal Data fairly, lawfully, and transparently
• Privacy Notices: Provide appropriate privacy notices to Data Subjects informing them of data processing activities, including the use of third-party validation services
• Consent: Obtain necessary consents where consent is the legal basis for processing
• Purpose Limitation: Use the Services only for the purposes for which Personal Data was collected
• Data Minimization: Submit only Personal Data that is necessary for the validation or verification purpose
• Accuracy: Ensure Personal Data submitted is accurate and, where necessary, kept up to date
• Security: Implement appropriate security measures to protect data in transit and at rest, including secure API key management
• Compliance: Comply with all applicable data protection laws and regulations
• Data Subject Rights: Respond to Data Subject requests in accordance with legal timeframes
• Instructions: Ensure all instructions to Etellect for processing Personal Data comply with applicable data protection legislation

9.9 Data Retention and Storage

• Request Data: Personal Data contained in API requests is processed in real-time and not permanently stored
• Operational Logs:
  • Standard SLA: Logs retained for 90 days for security, debugging, and support
  • Enterprise SLA: Logs retained for up to 12 months for enhanced audit trail and compliance
• Account Data: Customer account information, billing records, and contract data retained for the duration of the contractual relationship plus applicable legal retention periods (typically 6 years for financial records under UK law)
• Anonymized Data: Etellect may retain anonymized, aggregated usage statistics indefinitely for service improvement and analytics
• Storage Location: All data stored in secure, ISO 27001 certified data centers located in the United Kingdom

9.10 Data Protection Officer

Etellect has appointed a Data Protection Officer (DPO) who can be contacted regarding data protection matters:

9.11 Supervisory Authority

Etellect's lead supervisory authority for data protection matters is:

Data Subjects have the right to lodge a complaint with the ICO regarding the processing of their Personal Data.

9.12 Indemnification for Data Protection Breaches

Each party shall indemnify the other against all claims, liabilities, costs, and expenses arising from breaches of their respective data protection obligations under this Section 9, except to the extent caused by the other party's breach or negligence. This indemnity is subject to the general limitation of liability provisions in Section 13, except where such limitations are prohibited by law.

10. Acceptable Use Policy

10.1 Prohibited Activities

You agree not to:

• Use the Services for any unlawful purpose or in violation of any laws
• Engage in fraudulent activities or money laundering
• Attempt to gain unauthorized access to systems, accounts, or networks
• Introduce viruses, malware, or malicious code
• Overload or disrupt Services through excessive requests or denial-of-service attacks
• Impersonate any person or entity or misrepresent your affiliation
• Violate intellectual property rights of Etellect, Vocalink, or third parties
• Use Services to spam, harass, or harm others
• Circumvent usage limits, authentication, or security measures

10.2 Rate Limiting

To ensure fair usage and system stability:

• API requests are subject to rate limits based on your account tier
• Excessive requests may result in temporary throttling or blocking
• Enterprise customers can request higher rate limits

10.3 Enforcement

Violation of this Acceptable Use Policy may result in:

• Warning and request for corrective action
• Temporary suspension of Services
• Immediate termination of account without refund
• Legal action where appropriate

11. Intellectual Property Rights

11.1 Ownership

Etellect and its licensors (including Vocalink) retain all rights, title, and interest in:

• The Services, APIs, and all related technology
• EISCD data and all derivative works
• Trademarks, logos, and brand elements
• Documentation, code, and proprietary algorithms
• Patents, copyrights, and trade secrets

11.2 Customer Data

Customer retains all rights to data submitted to the Services. Etellect does not claim ownership of customer data but requires a license to process it for service delivery.

11.3 Feedback

Any feedback, suggestions, or ideas provided to Etellect become our property and may be used without compensation or attribution.

12. Warranties & Disclaimers

12.1 Limited Warranty

Etellect warrants that:

• Services will perform substantially in accordance with documentation
• We will use commercially reasonable efforts to maintain the SLA uptime commitment
• EISCD data will be provided as received from Vocalink without material alteration

12.2 Disclaimer

12.3 No Financial Advice

The Services provide technical validation only and do not constitute financial, legal, or professional advice. Validation results should be used as one factor in decision-making processes.

13. Limitation of Liability

13.1 Exclusion of Damages

13.2 Liability Cap

ETELLECT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF:

• (a) The fees paid by Customer in the 12 months preceding the claim; or
• (b) £500 (five hundred pounds sterling)

13.3 Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Matters that cannot be excluded or limited under applicable law

13.4 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Etellect from claims arising from:

• Customer's violation of these Terms
• Customer's violation of laws or third-party rights
• Customer's misuse of Services
• Customer's failure to implement adequate security measures

14. Term & Termination

14.1 Term

These Terms commence when you first access the Services and continue until terminated by either party.

14.2 Termination by Customer

You may terminate at any time by:

• Closing your account via the Portal
• Contacting support@esortcode.com
• Ceasing to use the Services

14.3 Termination by Etellect

We may suspend or terminate your access immediately if:

• You breach these Terms or Acceptable Use Policy
• Your account shows signs of fraudulent activity
• Required by law or legal process
• You fail to pay fees when due

14.4 Effect of Termination

Upon termination:

• Your license to use Services immediately ceases
• Access to API and Portal will be revoked
• Unused credits are forfeited without refund (except where prohibited by law)
• You must cease using any EISCD data obtained through Services
• Sections 6.2, 6.4, 9, 11, 12, 13, 14.4, and 15 survive termination

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of Scotland, without regard to conflict of law principles. Any disputes shall be subject to the exclusive jurisdiction of the courts of Scotland.

15.2 Modifications to Terms

Etellect may modify these Terms at any time by:

• Posting updated Terms on our website with a new "Last Updated" date
• Providing email notice to registered customers for material changes

Continued use of Services after modifications constitutes acceptance of updated Terms. If you disagree, you must cease using Services.

15.3 Entire Agreement

These Terms, together with the Privacy Policy and any executed service agreements, constitute the entire agreement and supersede all prior understandings.

15.4 Severability

If any provision is found unenforceable, the remaining provisions continue in full force and effect.

15.5 No Waiver

Failure to enforce any provision does not constitute a waiver of future enforcement.

15.6 Assignment

You may not assign these Terms without our prior written consent. Etellect may assign these Terms at any time.

15.7 Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including natural disasters, war, terrorism, strikes, or government actions.

15.8 Notices

Notices must be sent to:

15.9 Export Compliance

Services may not be exported or re-exported to countries subject to UK or international sanctions.

15.10 Third-Party Beneficiaries

Vocalink Limited is an express third-party beneficiary of these Terms with respect to EISCD data provisions.