Terms and conditions

Bridgit Pay Ltd Terms and Conditions

SaaS Platform and Consultancy Services

Last Updated: February 2026

These Terms and Conditions ("Terms") govern your access to and use of Bridgit Pay Ltd's SaaS platform and website (the "Services").

Definitions and Interpretation

In this Agreement:

"Confidential Information" means information disclosed by one party to the other that is marked confidential or would reasonably be considered confidential. This excludes public domain info, independently developed data, or that which is lawfully received from third parties.
"Customer Data" means data you or Users submit via the Services;
"Data Protection Legislation" means: (i) to the extent EU law applies, EU GDPR and national laws of EU Member States; (ii) UK GDPR and Data Protection Act 2018 (for UK processing); (iii) any other applicable data protection legislation;
"Effective Date" means Schedule/Engagement Letter signature date;
"Reports" means pay gap analyses, benchmarking, dashboards, and outputs generated by the Services
"Schedule" means an order form that sets forth the Bridgit products or services that are being licensed by Customer
"Subscription Term" means period specified in Schedule which you agree to use and pay for the Services
"Users" means any person or entity to whom you provide access to our Services, including any administrators or managers of your account.

Reference to the singular includes the plural and vice versa, and reference to the masculine includes the feminine and vice versa.

1. Services

1.1 PROVISION OF SERVICES

During the Subscription Term, we will provide you with the worldwide (subject to applicable export and import laws and regulations), non-exclusive, limited, non-transferable (except pursuant to a permitted assignee under these General Terms), royalty-free right for its Users to access and use the Services as described in your Schedule(s). You may order additional services at any time by contacting our team. We will invoice you for any additional services you order after the start of the Subscription Term at the time those additional Services are ordered.

1.2 CHANGES TO SERVICES

We continually update and improve our Services. Bridgit may alter the Services at any time without prior notice and without your consent. We will provide you with reasonable prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change that results in a material decrease in functionality, you may terminate your Subscription under clause 8.3.

1.3 SUSPENSION OF SERVICES

We may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If Bridgit limits or suspends the Services, we will give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.

We may suspend your access to or use of the Services following thirty (30) days’ written notice if you are in material breach of this Agreement or any Schedule (including but not limited to the Customer’s failure to pay Bridgit the fees for the Services as set forth in a Schedule).

2. Fees and Payments

2.1 FEES FOR SERVICES

Bridgit Services are billed on a subscription basis (Subscription), unless otherwise stated in the Schedule. You will be billed as set forth in the Schedule (Billing Cycle).

You agree to pay Bridgit any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Schedule. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.

2.2 USER INCREASES

If your use of the Services during a Billing Cycle exceeds the User limit indicated in the Schedule, we may charge you for the additional Users on a pro rata basis for the remainder of that Billing Cycle as well as any additional Billing Cycles.

2.3 AUTOMATIC RENEWAL

Your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with 28 days’ written notice prior to the expiry of the current Subscription Term for that Service.

Any automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term.

2.4 PAYMENT

Payment terms are 30 days from date of receipt of invoice. All undisputed payments will be paid by Customer within the time period set forth on the Schedule. You agree to keep your billing and billing contact information current and accurate.

2.5 INTEREST

Overdue payments may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue, from the date that the relevant payment was due until that payment has been received. You will be responsible for all reasonable expenses (including lawyers’ fees) incurred by Bridgit in collecting such overdue amounts, except where:

(a) the overdue amounts are due to Bridgit’s billing inaccuracies; or

(b) you have sought to resolve a dispute using the dispute resolution process in clause 13.1 and that process is still active.

2.6 TAXES

Unless stated otherwise in the Schedule, all fees for Services exclude sales tax, GST, VAT, or other similar taxes. Except for any income taxes payable by Bridgit, you are responsible for all other taxes or duties payable under applicable law relating to the Services provided under this Agreement, including any penalties or interest. If Bridgit is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide us with valid evidence that no tax should be invoiced.

3. Data Protection

3.1 PRIVACY

Bridgit is committed to protecting the privacy and security of Customer Data in full compliance with UK, Channel Islands, and EU data protection laws, including the General Data Protection Regulation (GDPR). Customer Data is securely stored on Xano’s UK-based servers, ensuring compliance with GDPR and data residency requirements.

In the course of using the Services, you or your Users may transfer to us Customer Data containing personal data (including special category data). You agree and consent to the use, transfer, processing, and storage of this data in accordance with this Agreement and any applicable Data Protection legislation.

You specifically consent to and acknowledge that any collecting, processing and disclosing of personal information in relation to our provision of the Services may involve (i) the collecting and processing of personal data and/or special category data belonging to your Users and (ii) the transfer of information, accordance with applicable laws, both to, from and within the EEA (such term including Jersey), including transferring information to jurisdictions where data protection laws may be weaker than those within the EEA.

If you or your Users are based in the European Union while using our Services, we will process any personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR)) and nothing in this Agreement relieves you of any responsibility or liabilities under any Data Protection Laws.

Under no circumstances will Bridgit be deemed a data controller with respect to Customer Data under any relevant Data Protection Legislation.

You shall obtain such consents as may be necessary from your directors, officers, employees and any other individuals for the collecting, processing and disclosure of information relating to such persons as referred to above and comply with all Data Protection Laws in connection with the processing of relevant data, the Services and the exercise and performance of your respective rights and obligations under this Agreement, including maintaining all relevant regulatory registrations and notifications as may be required under Data Protection Laws.

3.2 SECURITY

Bridgit has implemented industry-standard security measures to ensure the confidentiality, integrity, and availability of Customer Data. All data is encrypted at rest and in transit, protecting it from unauthorised access. Access is restricted to authenticated users, ensuring that only authorised individuals can view or process Customer Data. Our platform aligns with SOC 2 Type 2 and GDPR compliance standards to ensure robust security controls.

3.3 DATA RETENTION AND DELETION

Backup copies of Customer Data are retained for up to 90 days for disaster recovery purposes. After this period, backups are permanently deleted and cannot be restored. Customers are responsible for maintaining any additional records they require beyond the standard retention period.

4. Confidentiality

4.1 CONFIDENTIAL INFORMATION DEFINITION

In this Agreement, Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances. Customer Data is the Customer’s Confidential Information. Confidential Information does not include any information that:

(a) is or becomes public through no fault of the Recipient;

(b) the Recipient already lawfully knew;

(d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.

4.2 CONFIDENTIALITY OBLIGATIONS

The Recipient must:

(a) protect the Discloser’s Confidential Information using commercially reasonable efforts and no less than the same efforts it uses to protect its own Confidential Information;

(b) not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to keep it confidential;

(c) only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement; and;

(d) ensure that its affiliates, employees, directors, contractors, agents, and professional advisors only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement.

4.3 COMPELLED DISCLOSURE

The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after it, if permitted by law:

(a) uses commercially reasonable efforts to notify the Discloser in writing;

(b) gives the Discloser the opportunity to challenge the requirement to disclose; and

If the Recipient is unable to notify the Discloser before Compelled Disclosure is required, it will notify the Discloser immediately after the Compelled Disclosure has been made (to the extent this is not prohibited by law, regulation or court order).

4.4 NON-DISCLOSURE AGREEMENTS

The provisions of this clause 4 will supersede any non-disclosure agreement between the Parties and such agreement will have no further force or effect.

5. Intellectual Property

5.1 INTELLECTUAL PROPERTY RIGHTS DEFINITION

In this Agreement, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trademarks, service marks, domain names, good will and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.

5.2 CUSTOMER INTELLECTUAL PROPERTY RIGHTS

You retain all ownership and Intellectual Property Rights to Customer Data. Bridgit does not claim ownership over any Customer Data. This Agreement does not grant us any licences or rights to Customer Data except for the licences granted in clauses 5.3 and 5.4 below, or as otherwise required for us to provide the Services to you or your Users.

5.3 LICENCE FOR SERVICES

For the Term of this Agreement, you grant Bridgit a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, or archive Customer Data for the purposes of providing the Services to you as contemplated by this Agreement.

Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use any Reports which you can (and are authorised to) export through the functionality of the Services for your internal purposes (in each case subject to any Confidentiality Notices).

5.4 LICENCE FOR SERVICE IMPROVEMENT

You grant Bridgit a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Customer Data for the purposes of Service Improvement and creating de-identified aggregated data (“Data Sets”). Data Sets may be made publicly available and may be used after termination of this Agreement provided that such Data Sets cannot directly or indirectly identify the Customer or its Users.

5.5 CUSTOMER DATA REVIEW

You acknowledge that to ensure compliance with legal obligations, Bridgit may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates this Agreement (such as when unlawful conduct or content is reported to us). We may also prevent access to or refuse to display content that we reasonably believe violates the law or this Agreement. However, Bridgit otherwise has no obligations to monitor or review any content submitted to the Services by you or any other person.

5.6 CUSTOMER FEEDBACK

If you provide us with any feedback associated with the Services, Bridgit may use that feedback without any obligation to you.

5.7 CUSTOMER LISTS

Bridgit may identify you (by name and logo) as an Bridgit customer in promotional materials or during promotional events. If you do not want your name and/or logo to be used in this way, please contact our team.

5.8 BRIDGIT INTELLECTUAL PROPERTY RIGHTS

Nothing in this Agreement or from your use of the Services grants you:

(a) ownership in the Services or the content (including Reports) you access through the Services (other than Customer Data); and

(b) any right to use any Bridgit trademarks or other Intellectual Property Rights contained in our brand identity.

Bridgit will continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g., dashboard data or Reports), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products

You acknowledge that the Bridgit platform is the property of Bridgit, and we expressly reserve copyright/intellectual property rights in any solution or advice provided to you/your Users. Solutions and advice that we provide is only to be used by you/your Users for the specific purpose for which it was provided and you/your Users shall not, without our prior written consent, use such a solution or advice in any way or for any other purpose, nor shall you/your Users duplicate, amend, vary or adapt the solution or advice in any way or allow any third party to use the solution or advice, except as shall be agreed in writing between the parties.

5.9 PLATFORM SUB-PROCESSORS

You agree that Bridgit and the third-party service providers that are utilised by Bridgit to assist in providing the Services to you have the right to access your account and to use, modify, reproduce, distribute, display and disclose Customer Data to the extent necessary to provide or improve or deliver the Services, including, without limitation, in response to your or your Users’ support requests. Bridgit will be responsible for all acts and omissions of its sub-processors.

Any third-party service providers utilised by Bridgit will only be given access to your account and Customer Data as is reasonably necessary to provide the Services and will be subject to: (i) confidentiality obligations which are substantially consistent with the standards described in this Agreement; and (ii) their agreement to comply with the data transfer restrictions applicable to personal information as set forth in this Agreement.

6. Account Management

6.1 ACCOUNT SECURITY AND ACCESS

You are responsible for safeguarding any passwords or other credentials used to access your account. Administrator or manager accounts may not be shared and may only be used by one individual per account. You are responsible for any activity occurring in your account (other than activity that Bridgit is directly responsible for and is not performed in accordance with your instructions), whether or not you authorised that activity. If you become aware of any unauthorised access to, or use of, your account, you should immediately notify our team.

6.2 CUSTOMER SYSTEMS

You are responsible for maintaining and updating your operating systems, Internet browsers, anti-virus software, or other software that you or your Users use to access and use the Services.

7. Customer Obligations

7.1 LEGAL COMPLIANCE

You must use the Services in compliance with, and only as permitted by, your internal company rules and any applicable law. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You must not use the Services in a way that would subject Bridgit to any industry-specific regulations (for example, the Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standard or the Health Insurance Portability and Accountability Act). You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.

7.2 UNACCEPTABLE USES

You are responsible for your conduct and the conduct of your Users. You must ensure that you and your Users do not:

(a) misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;

(b) circumvent or attempt to circumvent any limitations that Bridgit imposes on your account (such as any User limits in a Schedule);

(c) probe, scan, or test the vulnerability of any Bridgit system or network, unless with prior written authorisation of Bridgit;

(d) decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas or underlying user interface techniques in the Services or any of the software used to provide the Services, or attempt to do so;

(e) directly or indirectly identify a User contrary to the terms of any Confidentiality Notice or other privacy setting, or attempt to do so;

(f) transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;

(g) engage in abusive or excessive use of the Services, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other customers and their users. Bridgit will use reasonable efforts to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Bridgit;

(h) use the Services to infringe the Intellectual Property Rights of others, or to commit any unlawful activity;

(i) attempt to circumvent any license, timing or use restrictions that are built into the Services; or

(j) unless authorised in writing by Bridgit, lend, resell, lease or sublicense or otherwise use the Services for the benefit of a third party.

7.3 USERS

You must:

(a) ensure that your Users comply with clause 7.2;

(b) obtain any consents required from each User to allow you and the administrators or managers of your account to engage in the activities contemplated by this Agreement, as required by applicable law;

(c) obtain any consents required from each User to allow Bridgit to provide the Services, as required by applicable law; and

(d) not provide any person under the age of 16 with access to the Services, unless otherwise permitted by applicable law.

7.4 SUSPENSION OF USERS

If a User breaches any subsection of clause 7.2 or otherwise uses the Services in a manner that Bridgit reasonably believes will cause Bridgit liability or disrupt others’ use of the Services, then Bridgit may request that you suspend or close the applicable User account until the breach has been cured or the use in such manner has stopped. If you fail to comply with such request, then Bridgit may suspend or close the applicable User account. Such suspension is subject to prior written notice and the Client will first be given the opportunity to address.

7.5 CODE OF CONDUCT

Bridgit will provide all Services under this Agreement in accordance with its Code of Conduct.

8. Termination

8.1 TERMINATION AT END OF SUBSCRIPTION TERM

If your Schedule states that your Subscription will not auto-renew, then your Subscription will terminate at the end of the Subscription Term for that particular Service with no further action required by you.

8.2 TERMINATION FOR CAUSE

Each party may suspend performance or terminate this Agreement if the other party:

(a) is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or

(b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

8.3 TERMINATION FOR MATERIAL DECREASE IN FUNCTIONALITY

If we make a change to the Services resulting in an overall material decrease in functionality of the Services, you may terminate this Agreement immediately by providing notice to Bridgit. Upon receiving notice of termination from you, Bridgit will provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.

8.4 CONSEQUENCES OF TERMINATION

If this Agreement is terminated:

(a) by you due to breach by Bridgit, we will provide you with a pro rata refund for any fees prepaid by you applicable to the period following the termination of this Agreement; or

(b) by Bridgit due to breach by you, we will bill you, and you will pay, for any accrued but unbilled fees for the Subscription Term, and you will remain liable to pay any invoices outstanding on the termination date.

In no event will expiration or termination of this Agreement relieve you of any fees payable for the period prior to the date of termination.

8.5 SURVIVAL

The following clauses will survive the termination of this Agreement: 2, 3.3, 3.4, 4, 5.3, 5.4, 8, 10, 11, 13 and 14.

9. Data Protection (Processor Obligations)

Where Bridgit processes Personal Data as a processor on your behalf in connection with an Assignment, Bridgit shall:

a) process such Personal Data only on your documented instructions, as set out in this Agreement and the relevant Statement of Work;

b) cooperate with you and provide such information and assistance as you may reasonably require to enable you to comply with your obligations under applicable Data Protection Legislation, including responding to requests from data subjects;

c) ensure that only persons authorised by Bridgit process any Personal Data and that they are under appropriate confidentiality obligations;

d) notify you without undue delay, and in any event within 48 hours, after becoming aware of any personal data breach affecting Personal Data processed on your behalf;

e) be permitted to appoint sub processors, provided that (i) you are given at least 30 days’ prior notice of any new sub processor, (ii) Bridgit imposes data protection obligations on the sub processor that are materially no less protective than those set out in this clause, and (iii) Bridgit remains fully liable to you for the acts and omissions of any sub processor; and

f) not process or transfer Personal Data outside the UK (or UK and EEA, if applicable) unless such processing or transfer is permitted under Data Protection Legislation, including where (i) an adequacy decision applies, or (ii) appropriate safeguards are in place.

10. Warranties

10.1 MUTUAL WARRANTIES

Each party represents and warrants that it:

(a) has full power and authority to enter into this Agreement; and

(b) will comply with all laws and regulations applicable to its provision or use of the Services.

10.2 BRIDGIT SPECIFIC WARRANTIES

Bridgit warrants that:

a) the Services will be performed with reasonable skill and care and in accordance with generally accepted industry standards; and

b) the Platform will, in all material respects, operate in accordance with the description made available to you in the engagement letter.

10.3 WARRANTY EXLUSIONS

The warranties in clause 9.2 do not apply to any non‑conformance caused by use of the Platform contrary to Bridgit’s instructions, or by modification or integration carried out by anyone other than Bridgit or on its behalf.

10.4 DISCLAIMER

Except as expressly set out in this Agreement, all other warranties, conditions and terms, whether express or implied, are fully excluded where permitted by law. In particular, Bridgit does not warrant that the Platform will be uninterrupted or error‑free, or that it will meet all your requirements. Bridgit will use reasonable efforts to notify you promptly of any material system downtime and will work with you in good faith to support requirements that are technically feasible and make business sense for both parties.

11. Indemnities

11.1 BY CUSTOMER

To the maximum extent permitted by law, you will indemnify, defend, and hold harmless Bridgit and its affiliates from and against all actions, proceedings, claims, demands, liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of a third-party claim regarding or in connection with:

(a) Customer Data (including claims of Intellectual Property Rights infringement); and

(b) your or your User’s breach of clause 7.2.

11.2 BY BRIDGIT

Bridgit will indemnify, defend, and hold you harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of:

(a) a third-party claim that the technology used to provide the Services to you infringes any Intellectual Property Rights of such third party;

(b) any breach by Bridgit of its obligations under this Agreement relating to data protection or confidentiality,

provided however, that Bridgit will not have any obligations or liability under this clause arising from:

(a) use of any Services in a modified form or in combination with materials not furnished or authorised by Bridgit;

(b) any content or data provided by you, your Users, or any third parties, unless authorised by Bridgit; or

11.3 POTENTIAL INFRINGEMENT

If we believe the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then we may:

(a) obtain the right for you, at our expense, to continue using the Services;

(b) provide a non-infringing functionally equivalent replacement; or

If we do not believe that the options above are commercially reasonable, then we may suspend or terminate your use of the impacted Services and provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of such Services.

11.4 INDEMNITY PROCEDURES

A party seeking indemnification under this Agreement will promptly notify the other party of the claim and cooperate with the other party in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defence, except that:

(a) any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent (such consent not to be unreasonably withheld or delayed); and

(b) the indemnified party may join in the defence with its own counsel at its own expense.

Nothing in this Agreement will restrict or limit a party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under Clauses 10.1 and 10.2. The indemnities in this Agreement are a party’s sole and exclusive remedy under this Agreement for violation by the other party of a third party’s Intellectual Property Rights.

12. Disclaimers and Limitations of Liability

12.1 DISCLAIMERS

Except as expressly provided in this Agreement and to the extent permitted by applicable law, neither party makes any warranties of any kind, express, implied, statutory, or otherwise, including those of merchantability, fitness for a particular purpose, and non-infringement. Bridgit provides the services on an “as is” basis and, except as expressly provided in this Agreement and to the extent permitted by applicable law, we make no representations regarding the availability, reliability, or accuracy of the Services or any portion thereof, or regarding any Customer Data or other content associated with your account.

12.2 EXCLUSION OF LIABILITY

To the extent permitted by applicable law, neither party will be liable for any lost profits, business interruption, replacement Services or any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with this Agreement, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose, and regardless of the theory of liability.

12.3 LIMITATION OF LIABILITY (GENERAL)

The aggregate liability of either party arising out of or in connection with this Agreement (other than in respect of the matters set out in clause 11.4) will not exceed the greater of:

a) £250,000; and

b) two times the total amounts paid or payable by you to Bridgit under this Agreement during the 12 months immediately preceding the event giving rise to the liability.

12.4 LIMITATION OF LIABILITY (DATA PROTECTION AND INDEMNITIES)

The aggregate liability of either party arising out of or in connection with: (i) any breach of its data protection obligations under this Agreement; and/or (ii) any indemnity given by that party under this Agreement, will not exceed the greater of:

a) £500,000; and

b) three times the total amounts paid or payable by you to Bridgit under this Agreement during the 12 months immediately preceding the event giving rise to the liability.

13. Amendments

13.1 AGREEMENT AMENDMENTS

Any amendments to this Agreement must be agreed in writing by both parties.

The terms and conditions of the updated version of this Agreement shall apply to all existing Schedules and new Schedules following the date of publication of the updated version.

13.2 OTHER AMENDMENTS

Any amendment to this Agreement that is not made to the current version displayed on our website, must be in writing, signed by you and Bridgit, and must expressly state that it is amending this Agreement.

14. Dispute Resolution, Governing Law and Arbitration

14.1 DISPUTE RESOLUTION

Before commencing any form of litigation, including court proceedings, professional mediation or arbitration, each party agrees to:

a) give the other party notice of the dispute and its nature;

b) give the other party the opportunity to remedy any breach of this Agreement within 30 days; and

c) hold good faith negotiations with the other party to settle the disputed matter.

14.2 GOVERNING LAW

The Schedules, Services and any relevant interaction between both parties (including before any contract is made) shall be governed by and construed in accordance with the laws of England and Wales and you agree to submit to the non-exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or difference arising under or in connection with the Schedules, the Services or any such interaction.

If any dispute or difference shall arise between the parties (including concerning the Schedules, Services or the Agreement) and cannot be settled amicably, the parties will seek to resolve it through good faith discussions and, if appropriate, mediation. If it is not resolved within a reasonable period, either party may refer the dispute to the courts of England and Wales, which shall have nonexclusive jurisdiction in accordance with the paragraph above.

Each clause or term of this Agreement constitutes a separate and independent provision. If any of the provisions of the Agreement are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

14.3 INJUNCTIONS

Nothing in this Agreement prevents a party from seeking a temporary restraining order, injunction, or other equitable relief in relation to a breach (or attempted breach) of this Agreement by the other party.

15. Other Terms

15.1 ASSIGNMENT

Neither party may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, both parties may assign this Agreement without notice to an affiliate or to a successor or acquirer in connection with a merger, acquisition, corporate reorganisation or consolidation, or the sale of all or substantially all of the party’s assets or its business to which the subject matter of this Agreement relates. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any other attempt to transfer or assign this Agreement or any rights or obligations under this Agreement are void.

15.2 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Bridgit and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. If Customer requests Bridgit to reference a purchase order (PO# ), Customer acknowledges and agrees that any reference to a purchase order in a Schedule or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of Services to Customer following receipt of any purchase order will be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or in any way be deemed to modify, alter, supersede or supplement this Agreement. The terms and conditions of this Agreement are the exclusive agreement of the Customer and Bridgit with respect to the subject matter of this Agreement and no other terms or conditions will be binding upon Bridgit or otherwise have any force or effect.

15.3 FORCE MAJEURE

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, pandemic, health emergency or general internet disturbance) that was beyond the party’s reasonable control (except for payment of any money owed).

15.4 INDEPENDENT CONTRACTORS

The relationship between the parties is that of independent contractors, and not legal partners, employees, or agents of each other.

15.5 INTERPRETATION

The use of the terms includes, including, such as and similar terms, will be deemed not to limit what else might be included.

15.6 NO WAIVER

A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.

15.7 NOTICES

All notices must be in writing and will be deemed given when:

a) verified by written receipt, if sent by postal mail with verification of receipt service or courier;

b) received, if sent by mail without verification of receipt; or

c) when verified by automated receipt or electronic logs if sent by email.

Notices to Bridgit must be sent to Bridgit Pay Ltd, 167-169 Great Portland Street, 5th Floor, London, W1W. Notices to you may be sent to the email address associated with the Customer contact details in the Schedule and/or the administrator of your account. You must keep the contact details associated with your account current and accurate by notifying Bridgit’s team when your contact details change. You may grant approvals, permission, extensions, and consents by email.

15.8 PRECEDENCE

To the extent any conflict exists between the documents that constitute this Agreement, the order of precedence will be: (i) Signed Letter of Engagement, (ii) Schedule and General Terms.

15.9 SEVERABILITY

If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from this Agreement and the remaining terms will remain in full effect.

15.10 THIRD PARTY BENEFICIARIES

There are no third-party beneficiaries to this Agreement. Your Users are not third-party beneficiaries to your rights under this Agreement.