Reference: APS2026-1

Date: 20/05/2026

Applicable Products: All Access Payment Products as specified in the Agreement

These Licensing Terms and Conditions form part of the Agreement between Access PaySuite Limited (Company Number 04595169) whose registered office is at Armstrong Building, Oakwood Drive, Loughborough University Science & Enterprise Park, Loughborough, England, LE11 3QF (“Access”) and the licensor (“Customer”) for the provision of the Licenced SaaS.

1.       DEFINITIONS

"Agreement" means the contract, framework call-off, purchase order, or other contractual instrument pursuant to which the Customer has procured the Licenced SaaS, including any associated statement of work or order form schedules and any document expressly incorporated therein.

"Authorised Users" means those employees or individual contractors of the Customer who are permitted to access and use the Licenced SaaS in accordance with the Agreement.

"Critical Upgrade" has the meaning given in clause 8.1 of these Licensing Terms.

"Customer Data" means any data, content, or materials uploaded to, processed by, or otherwise made available via the Licenced SaaS by the Customer or its Authorised Users.

"Documentation" means the user guides, technical documentation, online help materials, and other supporting materials provided by Access relating to the Licenced SaaS, as updated from time to time.

"Fees" means the fees payable by the Customer for the Licenced SaaS as set out in the Agreement.

"Intellectual Property Rights" means all intellectual and industrial property rights including patents, trademarks, rights in designs, copyright (including rights in software), database rights, know-how, and all other forms of intellectual property protection, whether registered or unregistered, and including applications for registration, anywhere in the world.

"Licenced SaaS" means the Access proprietary software-as-a-service products specified in the Agreement, including all updates, modifications, and new versions made generally available by Access during the term of the Agreement.

"Permitted Configuration" means configuration of the Licenced SaaS using only the tools, methods, and parameters expressly specified in the Documentation.

"SaaS SLA" means the service level agreement applicable to the Licenced SaaS as notified by Access from time to time.

"Thresholds" means any usage limits, restrictions or metrics applicable to the use of the Licenced SaaS as specified in the Agreement including (without limitation) limits on transaction volumes, data volumes, the number of Authorised Users, or any other usage metric specified in the Agreement.

2.         LICENCE

2.1.     In consideration of and conditional upon payment of the Fees in accordance with the Agreement, Access grants the Customer a non-exclusive, non-transferable, revocable right, without the right to sublicense, to access and use the Licenced SaaS solely for the Customer's internal business purposes. Such right commences on the date the Licenced SaaS is made available to the Customer and continues for the duration of the Agreement's term.

2.2.     The right to use the Licenced SaaS is granted to the Customer as identified by the Customer's unique organisational identifier (being its Companies House registration number, charity registration number, public sector body identifier, or other equivalent unique identifier as specified in the Agreement). The right to use the Licenced SaaS shall transfer with the Customer in the event of a change of ownership or organisational restructuring, provided that the Customer's unique organisational identifier does not change.

2.3.     The Customer shall use the Licenced SaaS only in accordance with the usage parameters and restrictions specified in the Agreement and the Documentation.

2.4.     Access reserves the right to add, modify, and discontinue features of the Licenced SaaS at any time. In relation to any material feature changes, Access will use commercially reasonable efforts to provide reasonable advance notice, except where changes are required to address security vulnerabilities, legal or regulatory compliance obligations, or are otherwise economically or technically necessary.

2.5.     Access reserves the right, at its reasonable discretion, to monitor, audit, and review the Customer's use of the Licenced SaaS (including by remote access to usage data and logs) to assess whether the Customer's use exceeds any applicable Thresholds or otherwise falls outside the scope of the licence granted under clause 2.1.

2.6.     The Customer acknowledges that use of the Licenced SaaS may be restricted by Thresholds specified in the Agreement. In the event that the Customer's use of the Licenced SaaS exceeds any applicable Threshold, Access reserves the right to invoice the Customer for the excess usage at Access's prevailing rates, and to adjust the applicable Threshold and associated Fees for the following subscription period accordingly.

2.7.     Access shall supply the Licenced SaaS in accordance with the SaaS SLA applicable at the Effective Date of the Agreement, as updated from time to time.

3.       RESTRICTIONS ON USE

3.1.     The Customer shall not, and shall ensure that its Authorised Users and any third parties shall not:

(a)     modify, adapt, or create derivative works of the Licenced SaaS, except through Permitted Configuration;

(b)     reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code, instruction sequences, internal logic, protocols, algorithms, or underlying logic of the Licenced SaaS, except to the extent such restriction is prohibited by applicable law;

(c)      copy, reproduce, or make the Licenced SaaS available in any manner not expressly permitted by these Licensing Terms or the Agreement;

(d)     remove, obscure, or alter any proprietary notices, branding, or copyright markings on or within the Licenced SaaS or Documentation

(e)     use the Licenced SaaS to build, develop, or support a product or service that competes with the Licenced SaaS or any other Access product;

(f)      directly access, modify, delete, or otherwise manipulate data in any underlying database of the Licenced SaaS except through the user interface or documented APIs;

(g)     circumvent, disable, or otherwise interfere with any security features, access controls, licence enforcement mechanisms, or usage monitoring capabilities embedded in or associated with the Licenced SaaS;

(h)     use the Licenced SaaS in violation of applicable laws or regulations, including data protection legislation;

(i)       conduct or permit penetration testing, vulnerability scanning, or security assessments on the Licenced SaaS or associated infrastructure without Access's prior written consent; or

(j)       upload or introduce any virus, malware, or other harmful code into the Licenced SaaS or any associated infrastructure.

4.       AUTHORISED USERS AND ACCESS CREDENTIALS

4.1.  The Customer acknowledges that the use of Access Payment Products may be restricted by Thresholds if specified in the relevant Statement of Work. In the event of the excess usage above a Threshold, Access will invoice the Customer for the excess usage from the time the excess usage commenced in accordance with the prevailing rates.

4.2.  The Customer shall ensure the security and confidentiality of all access credentials (including usernames, passwords, and any other authentication credentials) assigned to or created by the Customer or any Authorised User in order to access or use the Licences SaaS (each, and “ID”). The Customer shall be solely responsible for all activities carried out under such IDs. The Customer's IDs are for the Customer's internal use only and the Customer shall not sell, transfer or sublicense any ID to any other entity or person, save that the Customer may issue IDs to Authorised Users in accordance with these Licensing Terms and the Agreement.

4.3.  The Customer shall ensure that, as a condition of being granted access to the Licenced SaaS, each Authorised User is required by the Customer's system administrator (designated in accordance with clause 4.6) to acknowledge the obligations on the Customer under these Licensing Terms and the Agreement regarding authorised use and restrictions on use, and to agree to comply with the same. The Customer shall promptly notify Access if it becomes aware of any breach of these Licensing Terms or the Agreement by an Authorised User, and shall immediately terminate that Authorised User's access to the Licenced SaaS.

4.4.  Where multi-factor authentication ("MFA") is available for the Licenced SaaS, the Customer shall ensure that MFA is enabled for all Authorised Users in accordance with Access's recommendations.

4.5.  The Customer shall promptly notify Access upon becoming aware of any actual or suspected unauthorised access to or use of the Licenced SaaS or any compromise of any ID and shall provide reasonable assistance to Access to bring an end to such authorised access or use.

4.6.  The Customer shall designate a named system administrator responsible for managing Authorised User access and for acting as the primary point of contact with Access in relation to the Licenced SaaS (the "System Administrator"). The Customer may amend its System Administrator by notice in writing to Access from time to time.

5.       INTELLECTUAL PROPERTY

5.1.     Access and its licensors retain all right, title, and interest in and to the Licenced SaaS, including all Intellectual Property Rights therein. This includes all updates, enhancements, modifications, configurations, customisations, derivative works, and any other changes to the Licenced SaaS, whether made by Access, the Customer, or any third party. No Intellectual Property Rights are transferred to the Customer by these Licensing Terms or the Agreement.

6.       CONFIGURATION

6.1.     The Customer may configure the Licenced SaaS to the extent, and in the manner, specified in the Documentation and the Agreement as Permitted Configuration. Access may provide configuration assistance as Consulting Services under the Agreement.

6.2.     The Customer is responsible for the accuracy, completeness, and appropriateness of any configuration it undertakes. Access's support obligations do not extend to defects, errors, or issues arising from configuration choices that are inconsistent with the Documentation or Access's recommendations, or that have been performed by a third party not approved by Access.

7.       CUSTOMER OBLIGATIONS

7.1.     The Customer shall:

(a)     ensure that all Authorised Users are made aware of, and comply with, these Licensing Terms as a condition of their access;

(b)     implement and maintain appropriate technical and organisational security measures to protect the Licenced SaaS and Customer Data against unauthorised access, loss, or disclosure;

(c)      promptly notify Access of any security breach, data loss, or unauthorised access affecting the Licenced SaaS or any Customer Data processed within it; and

(d)     maintain accurate records of Authorised User numbers and usage, and cooperate fully with any compliance audit conducted by Access in accordance with clause 2.4.

8.       UPGRADES