Marketplace Subscription Service Agreement

This Subscription Service Agreement is made between Essiell Limited (“Essiell”) trading as Money4Travel and the exchanger identified in an Order Form (as defined below) (“Exchanger”) (collectively referred to as the "parties" and individually a "party"). The following terms and conditions govern the supply and use of the service supplied by Essiell to the Exchanger as set out in the Order Form (“Terms"). These Terms together with its schedules including any appendices, Policies (as defined below) and the Order Form will be referred to as the “Agreement”. The parties agree that they are bound by the Agreement on the date on which they execute the Order Form.

OVERVIEW

Money4Travel is an integrated online click-and-collect, order processing marketplace for retail foreign currency provided by Essiell to the Exchanger (“Marketplace”) that enables the Exchanger to cost effectively sell travel money online and reduces the requirement for manual handling by the Exchanger in relation to orders by its customers.

The Marketplace provides an online interface which enables the Travellers (defined below) to, choose currency online, obtain current market prices of currency and a guaranteed price, select which bureau (“Bureau”) to collect the currency from and place the order by making payment in advance. After an order has been placed, email confirmations will automatically be sent to both the Traveller and the Exchanger.

The Exchanger may use the Dashboard (defined below) to gain oversight of its Bureau’s trading activity in the Marketplace and view online transaction data and management information as well as keeping its account details up to date.

This agreement governs how the Exchanger may use and access the Marketplace and the intellectual property of Essiell which is required for the performance of the Marketplace and the Money4Travel Services (defined below), (referred to herein as “Licensed Content”).

1. DEFINITIONS

1.1 “Authorised Representative” means the representative of the Exchanger who is noted on the Order Form and who has authority to receive the notification of the Commencement of Service (as defined below) from Essiell.

“Dashboard” means the portal where the Exchanger can manage account details and view bureau trading activity in the Marketplace and view the management information that flows from this activity.

”Commencement of Service” means the Link FX Onboarding Date (defined below) at which time the Money4Travel Services will commence and the Exchanger can start trading on the Marketplace subject to the Authorised Representative having set up the Exchangers access to the Dashboard.

“The Initial Subscription Term” means the subscription term for which the Exchanger has subscribed to the Money4Travel Service as set out in the applicable Order Form,

“Instant Bank Payment” means a request for money via a link to enable the relevant customer of the Exchanger to make a instant bank payment.

“Instant Bank Payment Agreement” means an agreement which the Exchanger is required to enter into with a third party of Link FX (defined below), to receive payment from the Exchangers Customers though the Link FX Platform (defined below).

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any copyright, patents, trademark, service mark, design right, database right, proprietary information right or any other intellectual property rights laws, and all similar or equivalent rights or forms of protection, as may exist anywhere in the world (together with all renewals and extensions).

“Link FX” means the third-party service provider, LINK FX PLC with company number 03129173 whose registered office is at 71 Gloucester Road, London, SW7 4SS, who will provide payment collection services to the Exchangers through the Link FX platform (Link FX Platform) and with whom the Exchangers will contract directly in relation to such payment services.

“Link FX Account” means the account which the Exchanger is required to set up with Link FX by entering into Link FX’s separate business account terms and conditions and passing it’s ‘know your customer’ requirements.

“Link FX Fees” means the fees including processing fees payable by the Exchanger directly to Link FX.

“Link FX Onboarding Date” the date on which Link FX confirms to the Exchanger that it is satisfied that it has completed the third party ‘know your customer’ requirements in relation to the Exchanger.

“Link FX Services” means the services provided by Link FX including: providing the Exchanger with a payment collection service for payments to be made to the Exchanger by Travellers, by first facilitating the set-up of a bank account for the Exchanger with ClearBank which meets FCA requirements (Exchanger Bank Account), undertaking the third party ‘know your customer’ of the Exchanger to onboard the Exchanger Bank Account, providing the Link FX Platform through which it may access the Exchanger Bank Account and facilitating an additional facility (if required) with a third party, provided pursuant to the Instant Bank Payment Agreement, to enable Travellers to make payment to the Exchanger Bank Account by Instant Bank Payment.

“Login” means a username and password set up by the Exchanger for each User for the purpose of accessing the Money4Travel Service (as defined below).

“Marketplace” means the online site where Money4Travel advertise the Exchanger’s its currencies and exchange rates to prospective customers and facilitate the purchase of currency for collection at the Exchanger’s bureau.

“Money4Travel Service” means the software-as-a-service offering(s) subscribed to by the Exchanger as identified in the Order Form(s), including, the Marketplace, the Licensed Content and any updates to it: as may be available online; via mobile application; or in any other form provided by Essiell which will commence on the Commencement of Service Date.

“Order Form” means the electronic or physical form used to order the Money4Travel Service entered into by or on behalf of the Exchanger, incorporating these Terms and the Agreement, that: (i) specifies the Money4Travel Service(s) subscribed to by the Exchanger; (ii), the Subscription Fees, and the Subscription Term; (iii) is governed by and incorporates by reference this Agreement; and (iv) is signed by an authorised representative of both parties.

“Policies” means Essiell’s policies which are incorporated by reference, and which are available to the Exchanger on the Exchanger Dashboard as may be amended and updated by Essiell from time to time.

“Processing Fees” means the processing fees which are set out in the Order Form, which will be expressed as: 1. a fixed amount; and 2. a percentage of the value of each order made by a Traveller.

“Subscription Fee” means the recurring fee paid annually to Essiell for access to the Money4Travel Service as stated in the Order Form.

“Subscription Term” means the duration for which the Exchanger has subscribed to the Money4Travel Service as set out in the applicable Order Form.

“Team” means a group of Users administered by Exchanger.

“Third Party Services” means any applications, products, websites, and services not provided by or affiliated with Essiell that are used by the Exchanger in conjunction with the Money4Travel Service including the Link FX Services.

“Traveller” means a customer who places an order for currency from the Exchanger through the Marketplace.

“User” means an individual who is authorised by the Exchanger to use the Money4Travel Service and who has been provided with a Login. The number of Users who may access the Dashboard and use the Money4Travel Service is not limited.

“Taxes” means any additional tax or duty levied in the jurisdiction.

2. USING THE MONEY4TRAVEL SERVICE

2.1 Provision of Money4Travel Service.Subject to the Terms and the Agreement and the Exchanger paying the Subscription Fee, Essiell will provide the Exchanger with access to and use of the Money4Travel Service for the duration of the Subscription Term subject to payment by the Exchanger of the Subscription Fee. Essiell may, at its sole discretion, modify, remove, add, or enhance features of the Money4Travel Service from time to time, provided it does not materially decrease the overall functionality of the Money4Travel Service during the Subscription Term

2.2 Logins.Each User accessing the Dashboard must have a unique Login. The Exchanger will not allow or authorise anyone other than that User to use such Login. The Exchanger undertakes to promptly notify Essiell in the event that the Exchanger becomes aware of any unauthorised use of a Login and acknowledges that failure to do so may compromise the security of the Marketplace or the Dashboard.

2.3 Use Restrictions.The Exchanger agrees that it will not, itself or through any employee, contractor, agent, or other third-party i) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Money4Travel Service, or any part of it; or ii) access the Money4Travel Service for purposes of building or marketing a competitive product.

2.4 Acceptable Use Policy.Exchanger’s use of the Money4Travel Service, must comply with Essiell’s Acceptable Use Policy . Essiell reserves the right to remove the Exchanger from the Money4Travel Service at any time that, in Essiell’s sole opinion, Essiell considers that the Exchanger has materially breached Essiell’s Acceptable Use Policy, this Agreement, or any applicable law or regulation. Where legally permissible, Essiell will make reasonable efforts to provide the Exchanger with notice of such removal.

2.5 Exchanger Obligations.Exchanger is responsible for providing all hardware, software, networking, and communications capabilities necessary for the Exchanger’s or the Traveller’s access to the Money4Travel Service. Exchanger is responsible for all activities conducted by each of its Users and the Traveller’s and each User’s compliance with the Terms and the Agreement. The Exchanger is solely responsible for the accuracy, quality, integrity, and legality of the data or information which it supplies to Essiell to enable Essiell to provide the Money4Travel Service (“Exchanger Data”) and the means by which it acquired Exchanger Data and the contents thereof. The Exchanger represents and warrants that it has provided or obtained all legally required: (i) disclosures, licences, or consents from relevant entities or individuals prior to adding such individuals as a User and allowing them access to the Money4Travel Service; and (ii) consents to enable the of any personal data to Essiell to enable Essiell to provide the Money4Travel Service.

2.6 Third Party Services. The Exchanger may elect to use the Money4Travel Service in conjunction with Third Party Services including the Link FX Services. The Exchanger’s use of a Third-Party Service is subject to the terms and conditions applicable to that Third Party Service. Essiell makes no representations or warranties in relation to any Third-Party Services or the speed with which payments are to be made to the Exchanger by any Third Party Services and expressly disclaims all liability arising from the Exchanger’s use of the Third-Party Services or from any acts or omissions on the part of the Third-Party Services and the Exchanger agrees to this limit of Essiell’s liability.

2.7 Link FX’s Account. The Exchanger acknowledges and agrees that where it elects to use the Link FX Services in the Order Form, that delivery of the Money4Travel Service will be dependent on Exchangers setting up a Link FX Account. Essiell shall not be responsible or be held liable for any delay in the delivery of the Money4Travel Services caused by any delay in the set-up of the Exchangers Link FX Account and any such delay will not provide a corresponding delay in the Exchangers obligation to pay the Subscription Fee from the Commencement of Service date.

2.8 Link FX’s Payments. The Exchanger further acknowledges and agrees that where it has elected to use the Link FX Services and has opened a Link FX Account, that any payments made through the Marketplace by a Traveller for currency will be sent directly to Link FX who will then transfer such payments to the Exchanger. Essiell shall not be responsible or be held liable for any delay in or failure of such payment reaching the Exchangers account or for any funds once they have been transferred or collected by Link FX.

3. SECURITY AND DATA PRIVACY

3.1 Information Security. Essiell will use reasonable endeavours to maintain industry-standard or better technical and organisational measures to maintain the security of the Money4Travel Service and any personal data provided by the Exchanger (Exchanger Data) in Essiell’s possession.

3.2 Data Privacy. Essiell’s Privacy Policy describes how Essiell collects, uses, transfers, discloses and stores any Exchanger Data. Essiell’s Privacy Policy may be updated from time to time, but no such update will result in a material reduction in the level of protection provided for the Exchanger Data. To the extent Personal Data is subject to the Applicable Privacy Laws (as those terms are defined in Essiell’s Data Protection Policy) is processed by Essiell under this Agreement, Essiell's Data Protection Policy is hereby incorporated by reference.

3.3 Order Form. By completing the Order Form, the Exchanger agrees to Essiell checking and verifying the identity of the Exchanger and the directors, beneficial owners and Users of the Exchanger as required by law.

4. ESSIELL’S INTELLECTUAL PROPERTY.

4.1 Except as expressly set out in this Agreement, all Intellectual Property Rights, title, and interest in and to the Money4Travel Service(s), the Marketplace and the Licensed Content and all related technology remain the sole property of Essiell and its licensors. The Exchanger acknowledges and agrees that the Agreement does not grant the Exchanger any rights to, or in, the Intellectual Property Rights, or any other rights or licences in respect of the Money4Travel Services. The Exchanger hereby assigns to Essiell any suggestions, ideas, enhancement requests, or other feedback provided by the Exchanger to Essiell relating to the Money4Travel Service. Essiell owns all content, data, software, inventions, ideas, and other technology and intellectual property that it develops in connection with its products and the Money4Travel Service.

5. BILLING

5.1 Fees. The Exchanger will be billed in accordance with the package it has chosen on the Order Form. The Subscription Fee will be invoiced by Essiell for each 12 month period from the Commencement of Service Date on an annual basis in advance. Processing Fees are invoiced by Essiell monthly in arrears. If the Exchanger gives notice to renew the agreement in accordance with clause 10.2 Essiell with issue an invoice on the anniversary of the Commencement of Service Date for the next 12-month period.

5.2 Payment. All invoices will be due and payable by the Exchanger on the Commencement of Service Date set out in the Order Form and will be payable at the time of delivery of the invoice without setoff or deduction. Except as otherwise provided in this Agreement, all fees are non-refundable. Any fees remaining unpaid for more than seven (7) days past their due date will accrue interest at a rate of 4% over the Bank of England base rate per month. Essiell may, at its discretion and in addition to other remedies it may have, suspend access to the Money4Travel Service if any invoice remains unpaid for more than 10 days after its due date. Essiell will provide the Exchanger with notice at least ten (3) days in advance of any such suspension.

5.3 Taxes.Unless otherwise stated in an Order Form, the fees do not include value-added, or other similar taxes or duties, and any such taxes will be assumed and paid by the Exchanger. Essiell will invoice the Exchanger with any applicable taxes in addition to the Subscription Fees.

5.4 Link FX Fees The Exchanger acknowledges and agrees that where it elects to use the Link FX Services in the Order Form it will be required to pay the Link FX Fees directly to Link FX and that such fees are additional and separate to the Subscription Fees.

6. WARRANTIES AND DISCLAIMER

6.1. Mutual Warranties. Each party represents and warrants that it has: (i) the legal power and authority to enter into this Agreement and that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof; and (ii) will maintain all licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

6.2. Disclaimer of Warranties. Except as provided in this agreement, the Exchanger acknowledges and agrees that:

6.2.1 The Money4Travel Service, to the maximum extent permitted by applicable law, is provided "as is" and Essiell expressly disclaims all warranties of any kind, whether express, implied, statutory or otherwise, including without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement;

6.2.2 Essiell makes no representation, warranty, or guarantee that the Money4Travel Services will operate in combination with the Exchanger’s hardware, other software, Third Party Services or the Exchanger’s Material;

6.2.3 Essiell makes reasonable efforts to ensure the Money4Travel Service is free of viruses or other harmful components but cannot guarantee that the Money4Travel Service will be free from unknown viruses or harmful components;

6.2.4 Essiell is not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Exchanger acknowledges that the Money4Travel Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

6.2.5 Essiell does not warrant that the Money4Travel Service and information obtained by the Exchanger through its use of the Money4Travel Service, will meet the Exchanger's requirements; and

6.2.6 Essiell cannot be held responsible for any non-conformance which is caused by use of the Money4Travel Services contrary to Essiell 's instructions, or modification or alteration of the Money4Travel Services by any Party other than Essiell or Essiell 's duly authorised contractors or agents.

7. CONFIDENTIALITY

7.1 Definition. “Confidential Information” means, without limitation, any proprietary information, product plans, inventions, technical data, trade secrets, know-how, the terms of this Agreement, Exchanger Data or other information related to the business and activities of the other party, Exchangers, customers, employees, suppliers and other entities with which the other Party does business, in each case disclosed or made available by a party (“Discloser”) to the other party (“Recipient”) whether orally or in writing hereunder.

7.2 Non-Use and Non-Disclosure. The Recipient will, with respect to Confidential Information of the Discloser: (i) not disclose such Confidential Information to any third party at any time and limit disclosure to its employees, contractors, or its legal, financial and accounting advisors who have a valid need to know and who have agreed to be bound by confidentiality obligations that are at least as restrictive as these Terms; and (ii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care. Notwithstanding the foregoing, the Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body, provided that the Recipient must give the Discloser prompt written notice and obtain or allow for a reasonable effort by the Discloser to obtain a protective order prior to disclosure.

7.3 Exclusions. The obligations with respect to Confidential Information will not apply with respect to Confidential Information which the Recipient can demonstrate: (i) is now or becomes publicly available through no fault of the Recipient; (ii) is lawfully obtained from a third party without a duty of confidentiality; (iii) is known to the Recipient without obligation of confidentiality prior to such disclosure; or (iv) is, at any time, independently developed by the Recipient without use of the Discloser’s Confidential Information.

8. LIABILITY

8.1 This clause 8 sets out the entire financial liability of Essiell (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Exchanger in respect of:

8.1.1. any breach arising under or in connection with this Agreement;

8.1.2 any use made by the Exchanger of the Money4Travel Services or the Link FX Services, or any part of them; and

8.1.3 any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

8.2 Nothing in this Agreement shall limit or exclude Essiell’s liability:

8.2.1 for death or personal injury caused by the negligence of its employees, agents or sub-contractors;

8.2.1 for fraud or fraudulent misrepresentation; and

8.2.3. any matter for which it would be illegal for Essiell to exclude its liability.

8.3 Except as set out at clause 8.2 Essiell hereby excludes to the fullest extent permitted by law, all warranties, representations, conditions and stipulations express (other than those set out in this Agreement) or implied, statutory, customary or otherwise, which but for this exclusion might subsist in favour of the Exchanger.

8.4 Subject to clause 8.2 and 8.3, Essiell shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), or contract, or for misrepresentation (whether innocent or negligent), or otherwise for: i) any loss of profits; ii) loss of business; iii) depletion of goodwill and/or similar losses; iv) loss or corruption of data, software or information; v) pure economic loss; vi) damage caused by errors or omissions in any information, instructions or Exchanger Data or Customer Data provided to Essiell by the Exchanger in connection with the Money4Travel Services; vii) any losses, costs, liability or damage that arises from Exchanger’s use of the Money4Travel Services in a manner which breaches the provisions of the Agreement or which arise from any actions taken by Essiell at the Exchanger’s direction; viii) any losses, costs, liability, regulatory fines and sanctions or damage that arises from Exchanger’s use of or reliance placed on third party data and information (including but not limited to KYC, AML in relation to Travellers, PEPs and sanctions information, ID verification, or other information and data used for regulatory and compliance-based purposes in connection with any Law) which the Exchanger uses in conjunction with the Money4Travel Services; ix) for any special, indirect or consequential loss, costs damages, charges or expense arising from a suspension of the Money4Travel Services by Essiell or otherwise; x) any consequential, incidental, indirect, special, exemplary or punitive damages; xi) any costs, loss, liability or damage arising from any act or omission of the Exchanger or its Users which breaches any provision of this Agreement; or (xii) the Exchangers use of the Link FX Services.

8.5 Subject to 8.2, Essiell’s total aggregate liability to the Exchanger under the Agreement shall be limited to the lesser of £10,000 OR the total amount paid by the Exchanger to Essiell under this Agreement during the twelve (12) months preceding the date on which the claim arose. For the avoidance of doubt, any indemnities provided by Essiell under the terms of this Agreement will be subject to the limitation of liability set out herein.

9. INDEMNITY

9.1 The Exchanger shall defend, indemnify and hold harmless Essiell against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Exchanger's use of the Money4Travel Services and any breach by the Exchanger of the Policies, provided that:

9.1.1 the Exchanger is given notice of any such claim;

9.1.2 Essiell provides reasonable co-operation to the Exchanger in the defence and settlement of such claim, at the Exchanger's expense;

9.1.3 andthe Exchanger is given sole authority to defend or settle the claim.

9.2 In the defence or settlement of the claim, Essiell may obtain for the Exchanger (at the Exchanger’s expense) the right to continue using the Money4Travel Service, replace or modify the Money4Travel Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement.

9.3 Essiell shall have no liability nor will it be required to comply with clause 9.1 if the alleged or actual infringement is due to:

9.3.1 a modification of the Money4Travel Service by the Exchanger, its agents or a User; or

9.3.2 the Exchanger's use of the Money4Travel Service in a manner contrary to the instructions given to the Exchanger by Essiell; Exchanger Data or Travellers Data; or

9.3.3 the Exchanger's use of the Money4Travel Service after notice of the alleged or actual infringement from Essiell or any appropriate authority.

9.3 The foregoing provisions of this clause 9 and clause 8.5 state the Exchanger’s sole and exclusive rights and remedies, and Essiell’s entire obligations and liability.

10. TERM AND TERMINATION

10.1 Agreement Term. The term of this Agreement will commence on the Commencement of Service Date and will continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder.

10.2 Subscription Term. The Subscription Term will commence on the Initial Subscription Term date. Upon the expiration of the Initial Subscription Term, the Subscription Term will not automatically renew for successive 12-month terms. Unless either party provides the other party with written request of renewal at least thirty (30) days prior to the end of the Subscription Term, it will come to a hard stop and the Exchanger Acknowledges and agrees that all Services will be terminated from that date.. The renewal may be subject to amended terms and conditions.

10.3 Termination for Cause. Either party may terminate the Agreement immediately upon written notice in the event that (i) the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach within 30 days of being notified in writing of such breach; or (iii) the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.

10.4 Effect of Termination for Cause. In the event of termination of this Agreement due to a default by Essiell, Essiell will refund, on a prorated basis, any prepaid fees for the Money4Travel Service for the period beginning on the effective date of termination through the end of the then-current Subscription Term. In the event of a termination of the Agreement due to a default by Exchanger, Exchanger will pay all amounts due and owing for the Money4Travel Service.

10.5 Survival. Sections titled “Definitions”, “Term and Termination”, “Fees”, “Intellectual Property,”, “Limitation of Liability,” “Indemnification,” “Confidential Information”, and “Miscellaneous” inclusive, will survive any termination of this Agreement.

11. MISCELLANEOUS

11.1 Compliance with Applicable Law. The Exchanger agrees to abide by all applicable laws and regulations, in connection with the Exchanger’s use of the Money4Travel Service.

11.2 Governing Law and Jurisdiction. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

11.3 Relationship of Parties. The parties are independent, and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.

11.4 Equitable Relief. Without prejudice to any other rights or remedies that Essiell may have, the Exchanger acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the confidentiality provisions of this agreement. Accordingly, the Exchanger shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the confidentiality provisions of this agreement.

11.6 Publicity. The Exchanger permits Essiell to use the Exchanger’s name and logo to identify the Exchanger as a customer on Essiell’s website and in its marketing materials.

11.7 Force Majeure. Neither party will be deemed to have breached any provision of the Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, infectious disease, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are beyond such party’s reasonable control. This Section does not excuse the Exchanger’s obligation to pay the Subscription Fees due under this Agreement provided that Essiell continues to provide the Money4Travel Service as set out in the Agreement.

11.8 Assignment. Either party may transfer and/or assign this Agreement, without the other party’s consent, to any successor by way of a merger, acquisition, or change of control. For the purposes of this Agreement, “change of control” means consolidation, or any sale of all or substantially all of the assignee’s assets or any other transaction in which more than 50% of its voting securities are transferred.

11.9 Severability. If a particular provision of this Agreement is found to be invalid or unenforceable, it will not affect its other provisions, and this Agreement will be construed in all respects as if such invalid or unenforceable provision had been omitted.

11.10 Waiver. The failure of either party to enforce at any time the provisions of the Agreement, the failure to require at any time performance by the other party of any of the provisions of the Agreement, or the express waiver by either party of any provision, condition or requirement of the Agreement will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.

11.11 Notices. All legal notices required or permitted under the Agreement will be in writing and delivered by electronic mail to the following addresses:

Essiell: enquiries.exchangers@money4travel.com

Exchanger: The Authorised Representatives email noted in the Order Form.

and in each instance will be deemed given at the time of transmission, or, if this time falls outside of UK business hours in the place of receipt, when UK business hours resume.

11.12 Entire Agreement. This Agreement and the associated Order Form(s) constitute the entire agreement of the parties with respect to the subject matter contemplated herein, and supersedes any prior representations, agreements, negotiations, or understandings between the parties, whether written or oral, with respect to the subject matter hereof. This Agreement may not be modified except by written instrument signed by both parties and referring to the particular provisions to be modified. In the event of a conflict between the terms of this Agreement and an Order Form, the terms set forth in the Order Form will prevail. This Agreement is binding upon and inures to the benefit of, the parties and their respective permitted successors and assigns.

11.13 Changes to the Money4Travel Service. Essiell may add, change or remove features or functionality to the Money4Travel Service; modify or introduce limitations to storage or other features; or discontinue the Money4Travel Service altogether at any time. If you are on a paid subscription and Essiell discontinues the Money4Travel Service you are using during your subscription, Essiell will migrate or make available to you a substantially similar service provided by Essiell (if available) and if it’s unable to do so, Essiell will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.

11.14 Essiell Security Standards The security measures currently implemented by Essiell ensures the security of sensitive data by using strong cryptography during transmission and when at rest, including databases and backup system. This may be updated by Essiell from time to time provided that such changes will not materially degrade the security of the Money4Travel Services.