Terms and Conditions

Version 4.3 | Last updated 30 October 2026

1. About this agreement

1.1 These Terms and Conditions ("Terms") are a legally binding agreement between Earnly Limited, a private limited company registered in England and Wales with company number 16183799, whose registered office is at 41 New Cross Street, Swinton, Manchester, England, M27 4TU ("Earnly", "we", "us", "our") and you, the Consumer or Business User who registers for or uses the Platform ("you", "your"). Where you use the Platform for an Organisation, "you" includes that Organisation and, to the extent stated in clause 8, you as its Registrant.

1.2 You accept these Terms by ticking the acceptance box when you create an Account. At the same time you must confirm, by a separate declaration, that you are at least 18 years old and that you meet the residence and establishment requirements in clause 7.1. We will not create an Account without that positive acceptance and declaration. If you do not accept these Terms, you must not create an Account or use the Services.

1.3 These Terms, together with the documents listed in clause 6.1 and, if you choose a paid plan, the Key Information shown to you before you choose it, form the whole agreement between you and Earnly relating to the Platform (the "Agreement").

1.4 If you use the public parts of the Platform without an Account, the Acceptable Use Policy and clauses 15 (Intellectual property and licences) and 34 (Governing law and jurisdiction) apply to that use.

1.5 When you create your Account, we record the date and time of your acceptance and the version of each document you accepted. We then send you a confirmation by email that includes a link to a downloadable copy of these Terms and, if you are a Consumer, the cancellation information in clause 14 and the model cancellation form in Schedule 1. The current version of these Terms is always available at https://earnly.co.uk/legal/terms-and-conditions.

1.6 The Agreement is concluded in English. We will communicate with you in English.

2. Who this applies to

2.1 Consumers. If you are an individual using the Platform wholly or mainly for your own personal or household finances, outside your trade, business, craft or profession, you are a Consumer. You have statutory rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 that these Terms do not take away.

2.2 Business Users. If you use the Platform for a trade, business or profession, you are a Business User. This includes a sole trader, contractor, freelancer, partnership, limited liability partnership, limited company or other organisation, and any individual (for example a director) acting on its behalf.

2.3 Organisations and the individuals acting for them. If you add a company, LLP, partnership or other entity to your Account, that entity is an Organisation and is a Business User. You are its Registrant. Clause 8 sets out the Registrant's authority warranties and liability.

2.4 Individuals. Every natural person who uses the Platform, whether as a Consumer, as a sole trader or as an individual acting for an Organisation, has rights under UK data protection law in every case. The Privacy Policy explains those rights.

2.5 Sole traders and small businesses. Sole traders, micro-enterprises and some small businesses are Business Users under these Terms. In relation to the account information service provided by the Provider, they may also be "retail customers" for the purposes of the Financial Conduct Authority's Consumer Duty and may be eligible to refer complaints to the Financial Ombudsman Service, as explained in clause 26.

2.6 Personal and business use in one Account. One Account can hold a personal profile and one or more Organisations. You are a Consumer in relation to your personal profile if you use it wholly or mainly outside your trade, business, craft or profession. Each Organisation in your Account is a Business User in relation to that Organisation's data and activity.

2.7 Where a clause applies only to Consumers or only to Business Users, it says so expressly. Every other clause applies to all users. The main differences are:

Subject	Consumers	Business Users
Right to cancel within 14 days	Yes (clause 14 and Schedule 1)	No
Statutory rights under the Consumer Rights Act 2015	Yes, and they cannot be excluded (clause 18)	No
Exclusion of implied terms	No	Yes (clause 19)
Indemnity	No (clause 20.4)	Yes (clause 20)
Liability	Clause 21.2	Clauses 21.3 to 21.8
Liability cap	Greater of fees paid in the previous 12 months and £1,000 (clause 21.2(f))	Greater of fees paid in the previous 12 months and £1,000 (clause 21.4)
Courts	Courts of England and Wales, or of the part of the UK where you live (clause 34)	Courts of England and Wales (clause 34)

3. Definitions and interpretation

3.1 In the Agreement, the following terms have the following meanings.

Account means the account registered by an Individual in order to access the Platform, including the personal profile and any Organisations held within it.

Agreement has the meaning given in clause 1.3.

AI Features means any feature of the Platform that uses a third-party machine learning model or large language model to generate Outputs. At the date of these Terms, the only AI Feature is AI-assisted categorisation, described in clause 12.3.

AIS means the account information service provided to you by the Provider, with Earnly acting as the Provider's agent, under the Payment Services Regulations 2017.

Billing Period means the period for which Subscription Fees are paid in advance, as stated in the Key Information.

Business Day means Monday to Friday, excluding bank holidays in England and Wales.

Business User means anyone using the Platform for a trade, business or profession, including without limitation a sole trader, contractor, freelancer, partnership, LLP, limited company or other organisation, and any individual (for example a director) acting on its behalf.

Connected Account means a bank or payment account that you have connected to the Platform through the Provider.

Cooling-off Period means the 30-day period described in clauses 10.6, 10.7 and 24.2, during which you can reactivate a bank connection or your Account, or export your data, before the relevant data is deleted. It is separate from the right to cancel in clause 14.

Consumer means an individual acting wholly or mainly outside their trade, business, craft or profession, within the meaning of section 2(3) of the Consumer Rights Act 2015.

Early Access means the current period during which the Platform is provided free of charge, which continues until paid plans are introduced under clause 13.

HMRC means HM Revenue & Customs.

Individual means any natural person who uses the Platform, whether as a Consumer or as a sole trader or other Business User, or who acts for an Organisation.

Key Information means the description of a paid plan, its main features, the total price including VAT, the Billing Period, the renewal terms and the cancellation terms, shown to you before you choose that plan.

Material Adverse Change means a Material Change that reduces your rights, increases your obligations, increases the price you pay (other than a price change under clause 13.9) or removes or materially reduces a core feature of the Platform that you use.

Material Change means a change to the Agreement that a reasonable user would consider significant to their decision to continue using the Platform.

MTD means Making Tax Digital.

Open Banking Data means account identification details, account holder name, balances and transaction data received through the Provider in relation to a Connected Account.

Organisation means a company, LLP, partnership or other entity that is a Business User.

Outputs means estimates, categorisations, confidence scores, VAT treatment notes, forecasts, insights, summaries, help responses and other machine-generated results produced by the Platform, including without limitation any produced by AI Features.

Platform means Earnly's website at earnly.co.uk, its responsive web application, any mobile application we release, any application programming interface we publish, and any associated interfaces.

Provider means Finexer Ltd, a company registered in England and Wales with company number 12191948, authorised by the Financial Conduct Authority as an Authorised Payment Institution (Firm Reference Number 925695), or any replacement authorised account information service provider appointed under clause 10.11.

Registrant means the Individual who adds an Organisation to their Account and accepts these Terms on its behalf.

Services means the services made available through the Platform, as described in the Terms of Service.

Sub-processor List means the list of Earnly's processors and sub-processors published at https://earnly.co.uk/legal/sub-processors.

Subscription means a paid plan for access to the Services that you actively choose under clause 13 and that renews automatically at the end of each Billing Period unless cancelled.

Subscription Fees means the fees payable for a Subscription, as stated in the Key Information.

Your Data means all data you provide to or generate through the Platform, including without limitation Open Banking Data, information you enter, receipt images and documents you upload, and your categorisation corrections.

3.2 In the Agreement: "including" and "includes" mean "including without limitation"; "writing" and "written" include email and in-app messages; a reference to a law includes that law as amended or replaced; headings do not affect interpretation; and the singular includes the plural.

4. Regulatory status

4.1 Earnly Limited (FRN 1058277) is registered on the Financial Services Register as an agent of Finexer Ltd, which is authorised and regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Reference Number 925695) for the provision of account information services. You can check this on the Financial Services Register at register.fca.org.uk. Earnly is not itself authorised by the Financial Conduct Authority. Earnly does not provide payment initiation services, cannot initiate payments or move money, and never receives, sees or stores your online banking credentials.

4.2 On the Financial Services Register you can search for Earnly Limited using FRN 1058277, or for Finexer Ltd using FRN 925695.

4.3 The AIS is provided to you by the Provider, with Earnly acting on the Provider's behalf as its registered agent. The Provider is responsible to you for the AIS as principal. You give your explicit consent to the AIS in the Provider's consent journey described in clause 10. The Provider's End User Terms (https://finexer.com/legal/end-user-terms) apply to the AIS, and the Provider's privacy notice (https://finexer.com/legal/privacy) explains how the Provider uses personal data.

4.4 Apart from acting as the Provider's agent for the AIS, Earnly does not carry on any regulated activity under the Financial Services and Markets Act 2000. Earnly does not hold client money and is not your accountant, tax adviser, tax agent, financial adviser or authorised representative for any purpose.

4.5 Nothing in the Agreement or in any communication from Earnly is a representation that Earnly is authorised by the Financial Conduct Authority, or that any Output is regulated advice.

5. What the Platform does, and what it does not do

5.1 The Platform aggregates financial information from your Connected Accounts and from information you provide, categorises transactions, and produces estimates, forecasts and insights about your finances and tax position. The Terms of Service describe each Service precisely.

5.2 Earnly does not:

(a) file any return, update or other document with HMRC or Companies House on your behalf;

(b) act as your tax agent or deal with HMRC for you;

(d) give financial, tax, accounting, investment or legal advice;

(e) prepare statutory accounts or carry out any audit, review or assurance work;

(f) verify the accuracy of data supplied by your bank, the Provider or you;

(g) connect to accounting software (including Xero, QuickBooks and Sage); or

(h) offer team, colleague or accountant access to an Account.

5.3 Outputs are estimates produced from the information available to the Platform and from stated assumptions. They are not tax advice, a tax return, statutory accounts or an MTD submission, and they are not a statement of any amount properly due to or from HMRC. The Platform shows the caveat "Estimate only, not tax advice. Check before you file or pay." beside every tax figure.

5.4 Making Tax Digital. MTD for Income Tax has applied since 6 April 2026 to sole traders and landlords with qualifying income over £50,000, and is due to apply from 6 April 2027 to those with qualifying income over £30,000. Earnly is not HMRC-recognised MTD software. If MTD applies to you, you must use HMRC-recognised software to keep your digital records and to submit your updates and returns. Using the Platform does not satisfy any MTD obligation.

5.5 No fiduciary, advisory or professional-client relationship arises between you and Earnly. You should take advice from a suitably qualified professional before making any significant financial or tax decision. The Financial Disclaimer sets out the assumptions and limitations that apply to Outputs.

5.6 You remain responsible for your tax position, for keeping complete and accurate records for the periods the law requires, and for all returns, filings and payments to HMRC, Companies House and any other authority.

5.7 Scope of tax estimates. The Platform estimates:

(a) Income Tax, National Insurance contributions, dividend tax and savings tax, using the rates and bands for England, Wales and Northern Ireland for the current tax year;

(b) Corporation Tax, including the main rate, the small profits rate, marginal relief and the effect of associated companies;

(c) VAT under the standard and flat rate schemes (if you use cash accounting or annual accounting, the Platform records this but estimates VAT on the standard basis); and

(d) employer PAYE and National Insurance contributions from payroll transactions.

Estimates are prepared on the cash basis from bank transactions unless the Platform states otherwise. We update rates within 30 days after a change takes effect.

5.8 What tax estimates do not cover. The Platform does not support Scottish income tax rates. If you are a Scottish taxpayer, the Platform warns you of this, and you must not rely on its Income Tax estimates. The Platform also does not cover capital gains, the Construction Industry Scheme, IR35 determinations, partnership returns, trusts, non-residence or research and development relief. You must take these into account separately.

5.9 Form of the Platform. The Platform is a responsive web application that you use in a web browser. There is currently no native mobile app. If we release mobile apps, these Terms apply to them too.

6. Documents forming part of the Agreement and order of precedence

6.1 The following documents are incorporated into and form part of the Agreement:

(a) the Terms of Service: https://earnly.co.uk/legal/terms;

(b) the Acceptable Use Policy: https://earnly.co.uk/legal/acc-use-policy;

(d) the Financial Disclaimer: https://earnly.co.uk/legal/financial-disclaimer;

(e) the AI Policy: https://earnly.co.uk/legal/ai-policy;

(f) the Complaints Procedure: https://earnly.co.uk/legal/complaints-policy;

(g) the Privacy Policy: https://earnly.co.uk/legal/privacy;

(h) the Cookie Policy: https://earnly.co.uk/legal/cookies; and

(i) the Data Retention Policy: https://earnly.co.uk/legal/data-retention-policy.

6.2 The Privacy Policy and the Cookie Policy are incorporated so that the Agreement is complete and transparent. Your acceptance of the Agreement is not consent to any processing of personal data for which we rely on consent under data protection law. Where we rely on consent, we ask for it separately, and you can withdraw it at any time.

6.3 If there is a conflict between documents forming part of the Agreement, the following order of precedence applies, highest first:

(a) the Privacy Policy, on any matter concerning the processing of personal data;

(b) the Open Banking Consent Notice, on any matter concerning your consent to the AIS and the use of Open Banking Data;

(d) the Key Information, if you have chosen a paid plan, on the price, Billing Period and features of that plan;

(e) these Terms;

(f) the Terms of Service;

(g) the Acceptable Use Policy;

(h) the Financial Disclaimer;

(i) the AI Policy;

(j) the Cookie Policy; and

(k) the Data Retention Policy.

However, where a lower-ranked document places a stricter restriction on how Earnly may access, use, share or retain your data than a higher-ranked document, the stricter restriction applies. Nothing in this clause 6.3 limits any right which the law gives you and which cannot be excluded or limited by contract.

6.4 The limitation of liability in clause 21 applies to every document forming part of the Agreement. No other document creates a separate or additional cap.

6.5 The Complaints Procedure is incorporated so that the timescales in it are commitments we make to you. Earnly's internal policies and procedures, including its internal Complaints Policy and its Consumer Duty and Treating Customers Fairly Policy, describe internal standards and controls and do not form part of the Agreement. The published Treating Customers Fairly statement summarises those standards for information only (clause 6.6). This does not affect your rights under clause 26 or any right you have under law or regulation.

6.6 Informational documents. The following documents are published for information only. They are not incorporated into the Agreement and do not rank in the order of precedence in clause 6.3:

(a) the Sub-processor List: https://earnly.co.uk/legal/sub-processors, which names the processors and sub-processors we use, where they process data and the safeguards for any transfer outside the UK;

(b) the Vulnerability Disclosure Policy: https://earnly.co.uk/legal/vulnerability-disclosure-policy, which explains how to report a security vulnerability to security@earnly.co.uk; and

(c) the Treating Customers Fairly statement: https://earnly.co.uk/legal/treating-customers-fairly, which summarises the standards of fair treatment we apply to every user, including the FCA Consumer Duty standards we follow as the Provider's agent.

We may update informational documents at any time. Clause 25.6 explains how we notify changes to the Sub-processor List.

7. Eligibility and user status

7.1 You may create an Account only if:

(a) you are an Individual who is at least 18 years old, has full legal capacity to enter into the Agreement, and is resident in the United Kingdom;

(b) every Organisation you add to your Account is incorporated, registered or otherwise established in the United Kingdom;

(d) neither you nor any Organisation you add is the subject of UK financial sanctions; and

(e) we have not previously terminated an Account held by you, or used for an Organisation you act for, under clause 23.3, unless we have agreed in writing that you may register again.

7.2 When you register, you must make the declaration described in clause 1.2. You must also tell us accurately whether you are using the Platform as a Consumer, as a sole trader, or for an Organisation, and you must do the same each time you add a profile or an Organisation.

7.3 If your status changes (for example you start trading, incorporate a company or stop trading), you must update it in your Account settings within 14 days.

7.4 Your status in law depends on the facts, not on the label you choose. If you use the Platform partly for personal purposes and partly for business purposes, you are a Consumer only if you are acting wholly or mainly outside your trade, business, craft or profession. Where you have given us inaccurate information about your status, we may rely on that information to the extent the law permits.

7.5 We may ask you for evidence of your identity, age, residence, status, or authority to act for an Organisation or to connect an account. You must provide it within 14 days of our request. We may refuse a registration for a lawful reason. If we refuse a registration after you have paid, we will refund you in full within 14 days.

7.6 You must use the Platform only for your own finances and, if you are a Registrant, for the finances of the Organisations you act for. You must not use the Platform to provide bookkeeping, accountancy, payroll or tax services to clients.

8. Organisations: authority and joint and several liability

This clause 8 applies only to Business Users that are Organisations, and to their Registrants.

8.1 The Registrant warrants to Earnly, when they add the Organisation to their Account and each time they connect an account of the Organisation or accept a change to the Agreement, that:

(a) they are authorised to accept the Agreement on behalf of the Organisation and to bind it;

(b) the Organisation validly exists and is established as stated in the information given to us;

(c) they are authorised by the Organisation to connect each of its accounts that they connect and to share Open Banking Data from it with Earnly and the Provider; and

(d) all information they give us about the Organisation is accurate and complete.

8.2 The Organisation and the Registrant are jointly and severally liable for: (a) any Subscription Fees due for the Organisation; and (b) any loss arising from a breach of the warranties in clause 8.1 or clause 10.2, or from a failure to disconnect an account in accordance with clause 10.3. This means that Earnly may enforce those obligations against the Organisation, the Registrant, or both. For every other obligation under the Agreement, the Organisation alone is liable, unless clause 8.3 applies. Earnly shows this clause to the Registrant, in plain language, before they add an Organisation.

8.3 If the Registrant was not in fact authorised to bind the Organisation, the Registrant is personally bound by the Agreement as if they had registered in their own name as a Business User, in addition to any liability for breach of the warranty in clause 8.1(a).

8.4 If the Registrant ceases to be authorised to act for the Organisation (for example because they resign as a director), the Registrant must disconnect every Connected Account of the Organisation within 2 Business Days in accordance with clause 10.3, and must remove the Organisation from their Account within 14 days. If the Registrant does not do so, the Organisation must tell us at support@earnly.co.uk. Until we are told, we may rely on instructions given through the Account.

8.5 The Organisation is responsible for the acts and omissions of the Registrant in using the Platform for it as if they were its own.

9. Your Account and account security

9.1 You must provide accurate, current and complete information when you register, and you must update it within 14 days of any change.

9.2 You may hold only one Account. Your Account is personal to you and is not transferable. You may add a personal profile and one or more Organisations to it. The Platform does not offer team, colleague or accountant access, so no one other than you may use your Account, including colleagues, co-directors and advisers.

9.3 You must:

(a) use a strong password that you do not use for any other service;

(b) complete two-step verification each time you sign in, using the one-time code we send to the email address registered to your Account. Two-step verification is mandatory for every Account and cannot be switched off;

(d) not share your login credentials or one-time codes with anyone, and not allow anyone else to use your Account;

(e) if you set up the optional 6-digit device PIN on a mobile browser, keep it secret and not use an obvious number;

(f) keep any device you use to access the Platform protected by a passcode or biometric lock and up-to-date operating system security updates;

(g) sign out of the Platform when you use a shared or public device; and

(h) tell us at security@earnly.co.uk without undue delay, and in any event within 24 hours, if you know or suspect that your credentials or registered email account have been compromised or that someone has accessed your Account without authority, and change your password immediately.

9.4 If you are a Business User, you are responsible for all activity carried out through your Account, except to the extent that it results from Earnly's breach of the Agreement or Earnly's negligence.

9.5 If you are a Consumer, you are responsible for activity carried out through your Account by anyone you have allowed to use it, or that results from your failure to comply with clause 9.3. You are not responsible for unauthorised activity that occurs after you have told us under clause 9.3(h), or that results from our breach of the Agreement or our failure to use reasonable care and skill.

9.6 Earnly will never ask you for your online banking credentials by any channel. You must never give them to us. Our transactional emails come from noreply@notify.earnly.co.uk, which is not monitored. If you receive a request for your credentials that appears to come from Earnly, you must not respond to it and should report it to security@earnly.co.uk.

9.7 If your health, circumstances or any other factor makes it harder for you to use the Platform or to deal with us, please tell us. We will make reasonable adjustments to how we communicate with and support you, which can include a telephone call or information in another format (for example large print, an accessible PDF or plain-text email).

10. Connected Accounts and Open Banking

10.1 To connect an account, you start the connection in the Platform and are then taken to the Provider's hosted consent journey. There you give your explicit consent to the AIS, select your bank, and authenticate with your bank under its own strong customer authentication. Access is read-only and limited to account details, balances and transactions. No payment capability is requested at any point.

10.2 Each time you connect or reconnect an account, you warrant that you are the account holder, or are authorised by the account holder to connect the account and to share Open Banking Data from it with Earnly and the Provider for the purposes of the Services. Where an account is held jointly, you warrant that you are entitled under your bank's terms to give that access without the other holder.

10.3 You must keep your authority current. If your authority to connect an account ends, is suspended or is withdrawn (including where you stop holding the account, cease to be a director, partner or authorised signatory, or the account holder withdraws consent), you must disconnect that account in the Platform without undue delay and in any event within 2 Business Days.

10.4 We may ask you for evidence of your authority to connect an account. You must provide it within 14 days of our request.

10.5 Data we import and how often. When you first connect an account, we import up to five complete UK tax years of transaction history plus the current tax year, to the extent your bank makes it available. After that, your data refreshes automatically about every 15 minutes while you have the Platform open, and whenever you open the Platform or select Refresh.

10.6 Consent lasts 90 days. Your consent to the AIS lasts 90 days and must be reconfirmed before it ends, through the Provider's reconfirmation flow, as described in the Open Banking Consent Notice. Reconfirmation does not require you to authenticate again at your bank, although your bank may require it. Refreshing your data does not extend your consent. We remind you in the Platform from 14 days before expiry (with a stronger warning from 3 days before expiry) and by email 14 days, 7 days and 1 day before expiry. If you do not reconfirm, we stop receiving new Open Banking Data for that account. The account then enters a 30-day Cooling-off Period, during which you can reactivate the connection by reconfirming your consent, in which case your data is kept, or export your data as a CSV file. If you do not reactivate the connection, we delete the Open Banking Data for that account, and any Outputs derived only from it, at the end of the Cooling-off Period.

10.7 Withdrawing consent. You may withdraw consent at any time, free of charge and without giving a reason, either by disconnecting the account in the Platform (Settings → Integrations) or directly with your bank. Disconnecting in the Platform revokes your consent with the Provider and stops access immediately. Withdrawing consent is as easy as giving it. After withdrawal, the account enters a 30-day Cooling-off Period, during which you can reactivate the connection by reconnecting it, in which case your data is kept, or export your data as a CSV file. If you do not reactivate the connection, we delete the Open Banking Data for that account at the end of the Cooling-off Period. Withdrawing consent does not end the Agreement or cancel a Subscription. To do that, follow clause 13.7 or clause 23.1.

10.8 Open Banking Data is used only to provide the Services you have requested. Earnly never sells Open Banking Data and never uses it for marketing. The Open Banking Consent Notice and the Privacy Policy describe who receives it and why.

10.9 Open Banking Data comes from your bank. Earnly does not verify it and cannot correct errors in it. The Platform shows the date and time of the most recent successful data refresh for each Connected Account. Outputs do not reflect any transaction or balance change after that refresh, and you must check the refresh time before relying on an Output.

10.10 If your consent lapses, is withdrawn or is not reconfirmed, Outputs that depend on that account will be incomplete or out of date. Clause 21 sets out how this affects liability.

10.11 If the Provider stops providing the AIS, or Earnly stops acting as its agent, we may appoint a replacement provider authorised by the Financial Conduct Authority. We will tell you in accordance with clause 27. We will never transfer your consent to a new provider without your fresh explicit consent.

10.12 The Open Banking Consent Notice describes the consent journey, the uses made of Open Banking Data, and your rights in more detail.

11. Your data, Outputs and your duty to verify

11.1 You keep all rights in Your Data. You grant Earnly a non-exclusive, royalty-free licence, for the term of the Agreement and the Cooling-off Period, to host, copy, process, analyse and display Your Data and to create Outputs from it, in each case only to provide, secure and support the Services, to comply with law, and as described in the Privacy Policy.

11.2 Aggregated and anonymised data. We may create aggregated statistics about how the Platform is used, from usage data that does not identify you, any Individual or any Organisation. When you confirm or correct the category of a transaction, we may also add the merchant keyword (at least 3 characters) and the category to an anonymised shared table that improves categorisation for all users. That table holds only the keyword, the category, a count of confirmations and the date of the last confirmation. It holds no user, account or company identifier and no amounts. A keyword is used only where at least 60% of confirmations agree, and keywords that are personal names, person-to-person payment references or account references are excluded. A category suggested by the AI model described in clause 12.3 is added to that table only once a user confirms it. We do not use Open Banking Data in any other way for these purposes.

11.3 Our right to rely on Your Data. Earnly is entitled to rely on the information you enter or confirm, including without limitation your business structure, VAT registration status and scheme, accounting period, tax year, income from sources outside the Platform, and your categorisation corrections. Outputs reflect that information. We are not obliged to verify it.

11.4 Completeness. Outputs reflect only the information available to the Platform. Accounts you have not connected, cash transactions, and records held outside the Platform are not visible to it and are not reflected in Outputs.

11.5 Your duty to verify. Before you do any of the following in reliance on an Output, you must review the relevant Outputs, check them against your source records (for example bank statements, invoices and receipts), correct any categorisation that is wrong, confirm that the assumptions displayed with the Output apply to you, and, where the matter is significant or the position is uncertain, take advice from a suitably qualified professional:

(a) submit any return, MTD update or other information to HMRC;

(b) file any document with Companies House;

(d) declare a dividend, pay a salary or draw money from a business; or

(e) give an Output to a lender, landlord, investor, accountant or any other third party.

11.6 You must not present an Output to any person as a verified or professionally prepared figure, or use an Output to mislead HMRC, a lender or any other person.

11.7 Your Data may include personal data about other people, such as customers, suppliers or employees who appear in your transactions or receipts. You must have the right to share that data with us. You must not upload special category data or criminal offence data about anyone.

11.8 The Platform is not a substitute for the records you are required by law to keep. You must keep your own records for the periods the law requires, independently of the Platform.

12. Categorisation, confidence scores and AI Features

12.1 How categorisation works. The Platform categorises transactions using deterministic, rules-based logic that runs within Earnly's own systems, together with your own merchant rules and an anonymised merchant consensus table. Where none of these can assign a category, the Platform may obtain an AI suggested category under clause 12.3. Each proposed category has a confidence score from 0 to 100. A transaction whose proposed category scores 95 or more is marked as reviewed automatically. You can change any category at any time, and your corrections always take precedence over the Platform's proposals.

12.2 What a confidence score means. A confidence score shows how strongly the Platform's rules match a transaction. It is not a probability that the category is correct. Transactions marked as reviewed automatically are still Outputs, and clause 11.5 applies to them.

12.3 AI-assisted categorisation. Where Earnly's rules, your own rules and the merchant consensus table cannot categorise a transaction, Earnly asks Anthropic's Claude Haiku 4.5 model to suggest a category. Earnly sends only a cleaned merchant name and the transaction amount. It never sends your name, any user, company, Account or bank account identifier, account numbers, sort codes, raw bank descriptions, references, dates or customer names, and it never sends payments to or from individuals, person-to-person payments or transfers between your own accounts. Anthropic Ireland, Limited (with Anthropic, PBC as its sub-processor) acts as Earnly's processor and is contractually prohibited from training its models on that data. The suggestion is labelled "AI suggested", is never marked as reviewed automatically, and you can change it at any time, with your correction always taking precedence. The AI Policy and the Privacy Policy explain where the data is processed and how long Anthropic keeps it. "Ask Earnly" is a preview feature that currently provides pre-written help content, is not an AI chat feature and does not use Your Data to generate answers. Clause 17.5 applies to it.

12.4 If we introduce new AI Features. Before we use a new AI provider, introduce any other AI Feature, or send an AI model any of Your Data beyond that described in clause 12.3, we will:

(a) give you at least 30 days' notice in accordance with clause 27;

(b) update the AI Policy and the Sub-processor List;

(c) use only providers that are contractually prohibited from training their models on Earnly user data and that limit their routine retention of that data to no more than 30 days; and

(d) complete a data protection impact assessment.

Outputs from AI Features may be inaccurate, incomplete or out of date, and may sound plausible even when they are wrong. Clause 11.5 applies to them in the same way as to all other Outputs.

12.5 No solely automated significant decisions. Earnly does not make decisions about you that have legal or similarly significant effects based solely on automated processing. Every decision to suspend or close an Account is reviewed by a person.

12.6 Your Data is never used to train third-party AI models. You must use the Platform in accordance with the Acceptable Use Policy. The AI Policy explains how categorisation and any AI Features work and your role in reviewing their Outputs.

13. Price, Early Access and paid plans

13.1 Free during Early Access. The Platform is free of charge during Early Access. No Subscription Fees are payable and we do not collect any payment card details.

13.2 Introducing paid plans. We may introduce paid plans. If we do:

(a) we will give you at least 30 days' notice by email and in the Platform before any paid plan is introduced, describing the plans, their prices and what (if anything) will remain free;

(b) you will never be charged unless you actively choose a paid plan and accept its price at that time. We will not move you onto a paid plan automatically; and

(c) if we stop offering free access to the Platform or to a feature you use, that is a Material Change and clause 27 applies. If you do not choose a paid plan, you may close your Account and export Your Data under clause 24.

The rest of this clause 13 applies only if you choose a paid plan.

13.3 Key Information. Before you choose a paid plan, we show you the Key Information. The Key Information forms part of the Agreement.

13.4 Payment. Subscription Fees are payable in advance for each Billing Period and are collected by our payment provider, named on the Sub-processor List when paid plans launch. By starting a Subscription, you authorise us and our payment provider to charge your chosen payment method at the start of each Billing Period until you cancel. We do not store your full card details.

13.5 Prices. Earnly Limited is registered for VAT in the UK. All prices include VAT, and our VAT registration number appears on our invoices. The price shown in the Key Information is the total price you will pay for each Billing Period. We do not add any mandatory charge that is not included in that price.

13.6 Renewal and reminders. Your Subscription renews automatically at the end of each Billing Period for a further Billing Period of the same length unless you cancel before the renewal date. If your Billing Period is six months or longer, we will email you at least 14 days before each renewal, stating the renewal date, the price and how to cancel.

13.7 Cancelling a Subscription. You can cancel your Subscription at any time in your Account settings, in a single online process, without needing to contact us. You can also cancel by emailing support@earnly.co.uk. Cancellation takes effect at the end of the current Billing Period, and you keep access to the paid features until then. We will confirm your cancellation by email. If you are a Consumer, you also have the right to cancel in clause 14.

13.8 Refunds. Subscription Fees are not refundable except:

(a) where you are a Consumer and exercise your right to cancel under clause 14;

(b) where you are a Consumer and are entitled to a refund or price reduction under the Consumer Rights Act 2015;

(c) where we terminate the Agreement under clause 23.2 or clause 23.4, in which case we refund the unused part of the current Billing Period on a pro rata basis;

(d) where you terminate under clause 13.9, clause 17.4, clause 22.5, clause 23.1(c), clause 27, clause 28 or clause 29.2, in which case we refund the unused part of the current Billing Period on a pro rata basis;

(e) as set out in clause 22.6 or clause 23.6; or

(f) where you have been charged in error or twice for the same Billing Period.

We make refunds to your original payment method within 14 days.

13.9 Price changes. We may change Subscription Fees by giving you at least 30 days' notice by email. The new price applies from the start of your first Billing Period that begins after the notice period ends. A price change never affects a Billing Period you have already paid for. If you do not accept the change, you may cancel free of charge at any time before it takes effect.

13.10 Failed payments. If a payment fails, we will tell you and retry it. If the amount remains unpaid 7 days after we tell you, we may suspend your access to paid features under clause 22.1(a). If it remains unpaid 30 days after we tell you, we may terminate the Subscription, or the Agreement, under clause 23.3(e).

13.11 Business Users. If you are a Business User, you must pay all Subscription Fees without set-off or deduction, and you must not initiate a chargeback for an undisputed amount without first raising the matter with us under clause 26.

13.12 Subscription law. We will comply with the subscription contract provisions of the Digital Markets, Competition and Consumers Act 2024 when they come into force, and we will update the Agreement in accordance with clause 27.1(a).

14. Your right to cancel if you are a Consumer

This clause 14 applies only to Consumers.

14.1 You have the right to cancel the Agreement within 14 days without giving any reason. The cancellation period ends 14 days after the day on which the Agreement is concluded, which is the day you create your Account. If you later start a Subscription, a new 14-day cancellation period applies to that Subscription, ending 14 days after the day on which you start it.

14.2 To exercise the right to cancel, you must tell us of your decision by a clear statement before the cancellation period ends. You can do this in your Account settings, by emailing support@earnly.co.uk, or by post to Earnly Limited, 41 New Cross Street, Swinton, Manchester, England, M27 4TU. You may use the model cancellation form in Schedule 1, but you do not have to. It is enough that you send your statement before the cancellation period ends.

14.3 During Early Access the Platform is free, so if you cancel you pay nothing.

14.4 When you start a Subscription, we will ask you to request expressly that the Services start immediately, during the cancellation period. If you make that request and then cancel, you must pay a proportionate amount for the Services supplied up to the time you told us you were cancelling, calculated on a daily basis by reference to the Subscription Fees for the Billing Period. We will refund the rest. If you did not make that request, you pay nothing.

14.5 If you cancel, we will refund all payments due to you without undue delay and in any event within 14 days after the day on which you told us, using the same payment method you used, unless you have expressly agreed otherwise. You will not pay any fee for the refund.

14.6 Cancelling ends the Agreement, the AIS and our access to your Connected Accounts. We revoke your consent with the Provider when you cancel. Clause 24 applies to Your Data.

15. Intellectual property and licences

15.1 The Platform, the Services, the presentation and compilation of Outputs, and all software, rules, models, designs, text, graphics and other material made available through the Platform are owned by Earnly or its licensors. Nothing in the Agreement transfers any of those rights to you.

15.2 Subject to your compliance with the Agreement, Earnly grants you a non-exclusive, non-transferable, non-sublicensable licence, for the term of the Agreement, to access and use the Platform and to use Outputs:

(a) if you are a Consumer, for your own personal and household purposes; and

(b) if you are a Business User, for the internal business purposes of that Business User.

In each case, you may share Outputs with your own professional advisers, lenders and others to whom you need to give them, subject to clauses 11.5 and 11.6.

15.3 You must not copy, modify, distribute, sell, lease or sublicense any part of the Platform, or reverse engineer, decompile or disassemble it, or attempt to derive its source code, rules, models or underlying structure, except to the extent that the law (including sections 50B, 50BA and 296A of the Copyright, Designs and Patents Act 1988) permits you to do so and does not allow that permission to be excluded. You must not use the Platform or any Output to build, train or improve a product, service or model that competes with the Platform.

15.4 Your Data remains yours, as set out in clause 11.1.

15.5 If you give us feedback or suggestions about the Platform, we may use them for any purpose without obligation to you. This does not give us any right to Your Data beyond clause 11.

15.6 "Earnly" and the Earnly logo are trade marks of Earnly. You must not use them without our written permission.

16. Acceptable use

16.1 You must comply with the Acceptable Use Policy at all times.

16.2 A breach of the Acceptable Use Policy is a breach of the Agreement. A breach that the Acceptable Use Policy defines as a serious breach is a material breach of the Agreement that entitles us to suspend under clause 22 and terminate under clause 23.3(b).

16.3 The Acceptable Use Policy prohibits using the Platform for fraud, money laundering, terrorist financing, tax evasion or any other financial crime. Where the law requires it, we report suspicions to the National Crime Agency or another competent authority, and clause 22.3 applies.

17. Availability, support, changes to the Services and third parties

17.1 We will provide the Services with reasonable care and skill and materially as described in the Terms of Service. We do not commit to any service level or uptime figure.

17.2 Access to the Platform may be interrupted by planned maintenance, emergency maintenance, faults, or events affecting the Provider, your bank or another supplier. We will give advance notice of planned maintenance in the Platform where reasonably practicable.

17.3 We may change the Services, including by adding, changing or withdrawing features, for any of the following reasons: to improve the Services; to respond to changes in law, regulation or regulatory guidance; to address a security risk; to reflect a change made by the Provider, a bank or another supplier; or to withdraw a feature that is little used or no longer commercially viable.

17.4 If a change under clause 17.3 materially and adversely affects a core feature of the Platform that you use, we will give you at least 30 days' notice and you may terminate the Agreement free of charge before the change takes effect, with a pro rata refund under clause 13.8(d) if you have a Subscription. Where the change is needed urgently for a legal, regulatory or security reason, we will give you as much notice as we reasonably can and your right to terminate free of charge still applies.

17.5 Features labelled beta, preview or experimental (including "Ask Earnly") are provided for evaluation, may be incomplete, may produce unreliable Outputs, and may be changed or withdrawn without notice. You must not rely on them. If you are a Business User, they are provided "as is" and clause 21.3(h) applies. If you are a Consumer, your statutory rights apply to them to the extent they form part of a Subscription.

17.6 Support. Support is provided by email only, at support@earnly.co.uk, Monday to Friday, 9:00 to 17:30 UK time, excluding bank holidays in England and Wales. We aim to send a first reply within 2 Business Days. Support response times are targets and not contractual service levels. There is no telephone support line, but we will arrange a telephone call or another format as a reasonable adjustment under clause 9.7.

17.7 The Services depend on third parties, including the Provider, your bank, and the hosting and other suppliers named on the Sub-processor List. We are responsible for our own processors and subcontractors as if their acts were our own. We are not responsible for your bank, or for the Provider when it acts as principal in providing the AIS, but this does not affect any rights you have against them. The Platform also uses public data from the Companies House public data service and HMRC's VAT number checker, which Earnly does not control. Clause 21 sets out how this affects liability.

17.8 The Platform works in current versions of the main web browsers. The Terms of Service describe the supported browsers and devices.

18. Your statutory rights if you are a Consumer

This clause 18 applies only to Consumers.

18.1 If you are a Consumer, you have legal rights under the Consumer Rights Act 2015. In summary:

(a) we must provide the Services with reasonable care and skill, and information we give you about the Services that you take into account is binding; if we do not, you can ask us to perform the Service again or, if that is not possible or we cannot do it within a reasonable time without significant inconvenience to you, you can get a price reduction, which may be a full refund;

(b) digital content we supply for a price must be of satisfactory quality, fit for purpose and as described; if it is not, you can ask for a repair or replacement or, in some cases, a price reduction, which may be a full refund; and

(c) if digital content we supply damages your device or other digital content and that damage is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. This applies whether or not you paid for the digital content.

18.2 Nothing in the Agreement removes or limits these rights or any other right you have as a Consumer that cannot lawfully be removed or limited. For more information, contact Citizens Advice (citizensadvice.org.uk) or your local Trading Standards office.

19. Warranties and disclaimers for Business Users

This clause 19 applies only to Business Users.

19.1 Earnly warrants that it will provide the Services with reasonable care and skill. That warranty and the other express terms of the Agreement are given in place of all warranties, conditions and terms implied by statute, common law or otherwise, which are excluded to the fullest extent permitted by law.

19.2 Earnly does not warrant that the Platform will meet your particular requirements, that Outputs will correspond to the position determined by HMRC or by a professional adviser, that access will be uninterrupted or error-free, or that the Platform will be free from vulnerabilities.

19.3 You warrant that: all information you give us is accurate and complete; you have the authority described in clauses 8.1 and 10.2; you will use the Platform in compliance with all applicable law; and you are not the subject of UK financial sanctions.

20. Indemnity (Business Users only)

20.1 If you are a Business User, you must indemnify Earnly, its officers and its employees against all losses, liabilities, damages, costs and expenses (including without limitation reasonable legal costs) arising out of any claim, demand, investigation or proceedings brought by a third party (including without limitation the Provider, a bank, an account holder, HMRC or a regulator), to the extent that it arises from:

(a) a breach of the warranties in clause 8.1 or clause 10.2, or your failure to disconnect an account in accordance with clause 10.3;

(b) Your Data infringing the rights of any person or having been shared with us in breach of data protection law;

(d) your supplying an Output to a third party in breach of clause 11.6; or

(e) your fraud or your use of the Platform in breach of applicable law.

20.2 You must also reimburse Earnly's reasonable costs of investigating and responding to a breach of clause 10.2 or clause 10.3.

20.3 Earnly will: tell you promptly of any claim covered by clause 20.1; let you conduct its defence at your cost, unless the Provider or a regulator requires Earnly to retain control; not settle it without your consent (not to be unreasonably withheld or delayed); give you reasonable assistance at your cost; and take reasonable steps to mitigate its losses.

20.4 If you are a Consumer, clauses 20.1 and 20.2 do not apply to you. You are responsible under the general law for loss that we suffer as a foreseeable result of your breach of the Agreement.

21. Limitation of liability

Liability that is never excluded (all users)

21.1 Nothing in the Agreement excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) if you are a Consumer, any liability that cannot be excluded or limited under sections 31, 47 or 57 of the Consumer Rights Act 2015;

(e) any liability of the Provider to you under the Payment Services Regulations 2017 that cannot be excluded or limited; or

(f) any other liability that cannot lawfully be excluded or limited.

If you are a Consumer

21.2 This clause 21.2 applies only to Consumers. Subject to clause 21.1:

(a) we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Agreement or our failure to use reasonable care and skill. Loss or damage is foreseeable if it is obvious that it will happen, or if, at the time the Agreement was made, both we and you knew it might happen;

(b) we are not responsible for loss or damage that is not foreseeable;

(c) we supply the Platform to Consumers for personal and household use only, and we are not responsible to Consumers for any loss of profit, loss of business, business interruption or loss of business opportunity;

(d) we are not responsible for loss or damage to the extent it is caused by: your failure to comply with clause 11.5 or to correct an Output that you knew, or ought reasonably to have known, was wrong; inaccurate or incomplete information you gave us; your consent lapsing or being withdrawn under clause 10; errors in data supplied by your bank that we could not reasonably have detected; or an event outside our control under clause 28;

(e) any tax that you owe is never a loss caused by us, because you would have owed it in any event; and

(f) our total liability to you for all claims arising out of or in connection with the Agreement in any period of 12 months is limited to the greater of: (i) the total fees you paid us in the 12 months before the event giving rise to the claim; and (ii) £1,000. This limit does not apply to any liability in clause 21.1, or to any refund, price reduction, repair or compensation to which you are entitled under the Consumer Rights Act 2015.

If you are a Business User

21.3 Clauses 21.3 to 21.8 apply only to Business Users. Subject to clause 21.1, Earnly is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

(a) any penalty, interest, surcharge, determination, assessment or additional tax imposed by HMRC or any other authority;

(b) the cost of professional advice, an enquiry, an investigation, an amended return or a voluntary disclosure;

(c) any loss arising from your reliance on an Output that you have not verified in accordance with clause 11.5, or from your failure to review or correct an Output;

(d) any loss arising from the acts, omissions, outages or data errors of the Provider, your bank, Companies House, HMRC or any other third party other than Earnly's own processors and subcontractors;

(e) any loss arising from a consent lapsing, expiring or being withdrawn;

(f) any loss of profit, revenue, business, goodwill, opportunity or anticipated savings;

(g) any indirect or consequential loss;

(h) any loss arising from the use of a feature labelled beta, preview or experimental; or

(i) any loss or corruption of data, except that where Earnly holds a backup of the affected data, Earnly will use reasonable efforts to restore it from that backup.

21.4 Subject to clauses 21.1 and 21.3, Earnly's total aggregate liability arising out of or in connection with the Agreement in any period of 12 months is limited to the greater of: (a) the total fees paid by you in the 12 months before the first event giving rise to the liability; and (b) £1,000.

21.5 The cap in clause 21.4 is a single aggregate cap. It applies to every document forming part of the Agreement and to all claims by an Organisation and its Registrant together, and it is not multiplied by the number of documents, claims, claimants or Organisations.

21.6 You must notify Earnly in writing of any claim within 12 months after the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Earnly has no liability for a claim that is not notified within that period.

21.7 You acknowledge that: you have had the opportunity to read the Agreement before accepting it; the Platform displays a caveat beside every tax figure explaining that it is an estimate and not tax advice; you are able to verify Outputs, to take professional advice and to obtain insurance; and the allocation of risk in this clause 21 reflects the fact that the Platform is provided free of charge during Early Access and at a low price under any paid plan, and is reasonable for the purposes of the Unfair Contract Terms Act 1977.

21.8 Each provision of this clause 21 operates separately. If any part is held unenforceable, the remainder continues to apply.

22. Suspension

22.1 We may suspend all or part of your access to the Platform if:

(a) any Subscription Fees remain unpaid 7 days after we have told you that payment has failed (in which case we suspend only paid features);

(b) we reasonably suspect a serious breach of the Acceptable Use Policy;

(d) we reasonably suspect fraud, money laundering, terrorist financing or other financial crime involving your Account;

(e) we reasonably doubt your eligibility or your authority to connect an account, or you do not provide evidence within 14 days of our request under clause 7.5 or clause 10.4;

(f) the Provider instructs us to suspend the AIS for your Account, or the AIS is unavailable for reasons outside our control;

(g) we are required to do so by law, by a court, or by a request from the Financial Conduct Authority, the Information Commission (ICO), a law enforcement agency or another competent authority;

(h) your use of the Platform presents a real risk to the security, integrity or availability of the Platform or to other users; or

(i) you have given us false or misleading information about your identity, age, eligibility or status.

22.2 Any suspension will be proportionate to its reason. Depending on the reason, we may suspend the whole Account, particular features, particular Organisations, the connection to particular Connected Accounts, or restrict the Account to read-only and export access. A person at Earnly reviews every decision to suspend.

22.3 We will tell you before we suspend, or as soon as possible afterwards, giving the reason and what you need to do to have the suspension lifted, unless telling you would be unlawful (including under the Proceeds of Crime Act 2002), would compromise security or an investigation, or is prohibited by the Provider, a regulator or a law enforcement agency.

22.4 We will lift a suspension within 2 Business Days after its cause has been resolved. You may ask us to review a suspension through the complaints process in clause 26.

22.5 If a suspension lasts more than 30 days and was not caused by your breach, by non-payment or by facts in clause 22.1(c) to (e) or (i) attributable to you, you may terminate the Agreement free of charge, with a pro rata refund under clause 13.8(d) if you have a Subscription.

22.6 Subscription Fees remain payable during a suspension caused by your breach or non-payment. Where a suspension of the whole Account lasts more than 2 Business Days and was not caused by you, we will credit you with the Subscription Fees for the days of suspension.

23. Termination

23.1 Termination by you. You may end the Agreement:

(a) at any time, by closing your Account in your Account settings, with effect immediately (if you have a Subscription, you may instead cancel it under clause 13.7 and close your Account at the end of the current Billing Period);

(b) if you are a Consumer, under your right to cancel in clause 14;

(c) immediately by written notice if we commit a material breach of the Agreement and do not remedy it within 14 days after you ask us to; or

(d) free of charge under clause 13.9 (price change), clause 17.4 (adverse change to Services), clause 22.5 (prolonged suspension), clause 27 (changes to the Agreement), clause 28 (events outside our control) or clause 29.2 (transfer of the Agreement).

23.2 Termination by us on notice. We may end the Agreement for any reason by giving you at least 30 days' written notice. We will refund the unused part of any prepaid Billing Period on a pro rata basis.

23.3 Termination by us for cause. We may end the Agreement immediately, or on such notice as we specify, by written notice if:

(a) you commit a material breach of the Agreement that cannot be remedied, or that you do not remedy within 14 days after we ask you to;

(b) you commit a serious breach of the Acceptable Use Policy;

(c) we have reasonable grounds to believe that you have been involved in fraud, dishonesty, money laundering, terrorist financing or other financial crime in connection with the Platform;

(d) you gave false or misleading information when you registered, or you do not meet, or no longer meet, the eligibility requirements in clause 7.1;

(e) any Subscription Fees remain unpaid 30 days after we have told you that payment has failed;

(f) you breach clause 10.2 or clause 10.3;

(g) where you are an Organisation or a sole trader, you become subject to an insolvency event, to the extent permitted by law (including section 233B of the Insolvency Act 1986);

(h) we are required to do so by law, by a court, by a regulator or by the Provider; or

(i) your Account has been suspended under clause 22 for more than 30 days and the cause has not been resolved.

Where a ground in this clause 23.3 relates only to one Organisation in your Account, we may end the Agreement in relation to that Organisation only. A person at Earnly reviews every decision to terminate.

23.4 Withdrawal of the AIS. If the Provider stops providing the AIS or Earnly stops acting as its agent, and no replacement is appointed under clause 10.11, we will tell you as soon as we can and stop accessing your Connected Accounts. We will then either: (a) continue to provide the Services that do not depend on the AIS, with a reduction in any Subscription Fees that we will tell you about, and you may terminate free of charge with a pro rata refund; or (b) end the Agreement on as much notice as we reasonably can give, with a pro rata refund.

23.5 Dormant Accounts. If you have no active Subscription and have not signed in for 24 months, we may close your Account. We will give you at least 30 days' notice by email first, and you can keep your Account open by signing in during that period.

23.6 Refunds on termination for cause. If we end the Agreement under clause 23.3: if you are a Business User, no refund is due; if you are a Consumer, we will refund the unused part of any prepaid Billing Period on a pro rata basis, less any amount we are entitled to recover from you for loss caused by your breach.

24. Consequences of termination and data export

24.1 When the Agreement ends: your licence under clause 15.2 ends; we revoke your consent with the Provider and stop accessing your Connected Accounts immediately; and any Subscription Fees that are due remain payable. You may also withdraw your consent directly with your bank.

24.2 Cooling-off Period. For 30 days after the Agreement ends (the "Cooling-off Period"), you may sign in to your Account, export your transactions as a CSV file and, if you closed your Account yourself, reactivate it. If you reactivate your Account within the Cooling-off Period, the Agreement continues on the terms then in force, your data is kept, and you can reconnect your bank accounts through the Provider's consent journey. You can also export a CSV file at any time while the Agreement continues. No new Open Banking Data is collected during the Cooling-off Period unless you reactivate your Account and reconnect a bank account. The Cooling-off Period is separate from, and does not affect, your right to cancel under clause 14. If we end the Agreement under clause 23.3(c) or for a security reason, you cannot reactivate your Account or sign in, and we will instead email you an export within 5 Business Days of a written request to support@earnly.co.uk, unless the law prohibits it.

24.3 You may ask us to delete Your Data immediately when you close your Account, in which case there is no Cooling-off Period.

24.4 At the end of the Cooling-off Period, and in any event within 30 days after the Agreement ends, we delete or anonymise Your Data, including Open Banking Data, in accordance with the Data Retention Policy. Deleted data rolls off our backups within a further 35 days. We keep data we are required to keep for legal, regulatory or limitation purposes for the periods stated in the Data Retention Policy. The Provider keeps its own consent records and audit trail for the periods stated in its privacy notice.

24.5 Your rights under data protection law, including your right of access and your right to data portability, continue to apply after the Agreement ends.

24.6 Termination does not affect rights and remedies that have accrued before it. Clauses 3, 5.3 to 5.6, 8.2, 8.3, 11.3, 11.5, 11.6, 15.1, 15.3, 15.5, 18, 19, 20, 21, 24, 25, 26 and 29 to 34 survive termination.

25. Data protection

25.1 Earnly. Earnly is an independent controller of the personal data it receives and processes to provide the Platform. The Privacy Policy explains what we collect, why, our lawful bases, who we share it with, international transfers, how long we keep it, and your rights.

25.2 The Provider. The Provider is an independent controller for the AIS consent journey, the authoritative record of your consent and its audit trail, security and fraud prevention, and its own regulatory complaints. The Provider also acts as Earnly's processor when it delivers Open Banking Data to Earnly, under the Provider's data processing agreement. The Provider's privacy notice is at https://finexer.com/legal/privacy, and you can contact it about data protection at privacy@finexer.com.

25.3 Earnly is registered with the Information Commission (ICO) under registration number ZB962890.

25.4 Every Individual has rights under UK data protection law, whether a Consumer, a sole trader or a person acting for an Organisation. You can exercise them by emailing privacy@earnly.co.uk or using the online form at https://earnly.co.uk/privacy-request. The Privacy Policy explains how to exercise them.

25.5 Data protection complaints. If you have a complaint about how we use personal data, you can complain to us by emailing privacy@earnly.co.uk, by using the electronic complaint form at https://earnly.co.uk/complaints, by post to our registered office, or in the Platform (Settings → Help). We will acknowledge your complaint within 2 Business Days, take appropriate steps to respond to it without undue delay, and tell you the outcome within 1 month and in any event no later than 3 months. You also have the right to complain to the Information Commission (ICO) at ico.org.uk or on 0303 123 1113.

25.6 Sub-processors. Our processors and sub-processors are named on the Sub-processor List. We store Your Data primarily in Ireland (European Union). Some of our providers are based in, or process data in, the United States, and the safeguards for those transfers are described in the Privacy Policy and on the Sub-processor List. We give at least 30 days' notice of any new sub-processor on the Sub-processor List page and by email to Business Users who have asked for notifications. If you object to a change, you may close your Account free of charge before it takes effect.

25.7 If a personal data breach affects you and is likely to result in a high risk to you, we will tell you without undue delay. Where a breach involves Open Banking Data, we will tell the Provider without undue delay and within 24 hours.

25.8 We send you service messages (for example security alerts, consent-expiry reminders and notices of changes) while you have an Account. We may send you marketing emails about our own similar services under the soft opt-in, unless you tick the box at signup to opt out or unsubscribe later. Waitlist marketing is sent only with your opt-in consent. Every marketing email includes a one-click unsubscribe link, which we action within 2 Business Days. We never use Open Banking Data for marketing.

26. Complaints

26.1 How to complain. You can complain:

(a) by email to complaints@earnly.co.uk;

(b) using our online complaint form at https://earnly.co.uk/complaints;

(d) by post to Earnly Limited, 41 New Cross Street, Swinton, Manchester, England, M27 4TU.

The Complaints Procedure explains how we handle complaints, what we will do and by when, and forms part of the Agreement.

26.2 Complaints about the AIS. Earnly receives complaints about the AIS on the Provider's behalf and refers them to the Provider within 1 Business Day. You may also complain directly to the Provider at complaints@finexer.com. The Provider is responsible for handling these complaints and issuing the final response. You will receive the final response within 15 Business Days after the complaint is received. In exceptional circumstances outside the Provider's control, you will receive a holding reply within 15 Business Days explaining the reason for the delay and the date of the final response, which will be no later than 35 Business Days after the complaint is received.

26.3 Other complaints. For any other complaint, we will acknowledge it within 2 Business Days and send you a final response within 8 weeks after we receive it. We aim to resolve most complaints within 20 Business Days.

26.4 Financial Ombudsman Service. If your complaint is about the AIS and you are eligible, you may refer it to the Financial Ombudsman Service, free of charge. You must do so within 6 months after the date of the final response. You may also refer it if you have not received a final response within the time limits in clause 26.2. The Financial Ombudsman Service may not be able to consider a complaint made more than 6 years after the event complained of, or (if later) more than 3 years after you became aware, or ought reasonably to have become aware, that you had cause to complain. Eligible complainants include Consumers, micro-enterprises, small businesses (fewer than 50 employees and either annual turnover below £6.5 million or a balance sheet total below £5 million), charities with annual income below £6.5 million, and trustees of trusts with net assets below £5 million. Contact: financial-ombudsman.org.uk, 0800 023 4567, complaint.info@financial-ombudsman.org.uk, Financial Ombudsman Service, Exchange Tower, London E14 9SR. Every final response about the AIS will include a link to the Financial Ombudsman Service's information.

26.5 Data protection complaints are handled as set out in clause 25.5.

26.6 No alternative dispute resolution scheme. Earnly does not use an alternative dispute resolution scheme. Complaints about the AIS can go to the Financial Ombudsman Service as set out in clause 26.4. Any other dispute that we cannot resolve through the Complaints Procedure can be taken to the courts as set out in clause 34.

27. Changes to the Agreement

27.1 We may change the Agreement only for one or more of the following reasons:

(a) to reflect a change in law, regulation, regulatory guidance or a decision of a court or regulator;

(b) to reflect a requirement of the Provider or the appointment of a replacement provider under clause 10.11;

(d) to reflect a change to the Services made under clause 17.3, the introduction of new features, the introduction of paid plans under clause 13.2, or the introduction of new AI Features under clause 12.4;

(e) to correct errors, remove ambiguity or make the Agreement easier to understand, without changing its meaning; or

(f) to reflect a change in our business structure (for example a change of company name), provided that it does not reduce your rights.

Price changes are made under clause 13.9 and not under this clause.

27.2 Changes that are not Material Changes. We will tell you about them by email or in the Platform at least 7 days before they take effect.

27.3 Material Changes. We will give you at least 30 days' notice of any Material Change by email and in the Platform. The notice will summarise what is changing, why, when it takes effect, and your right to end the Agreement free of charge.

27.4 Material Adverse Changes. A Material Adverse Change takes effect for you only if you positively accept it, by ticking a box or clicking to accept, in the Platform. If you have not accepted it by the date it is due to take effect, the existing Agreement continues to apply to you until the end of your current Billing Period (or, if you have no Subscription, for 30 days after that date). The Agreement then ends without any renewal charge, and clause 24 applies.

27.5 Your right to end the Agreement. If you do not accept a Material Change, you may end the Agreement free of charge at any time before it takes effect, and if you have a Subscription you will receive a pro rata refund under clause 13.8(d).

27.6 Where a change is required by law, a regulator or the Provider, or to address an urgent security risk, at shorter notice than clause 27.3 allows, we will give you as much notice as we reasonably can. Your rights under clauses 27.4 and 27.5 still apply.

27.7 If you continue to use the Platform after a change that is not a Material Adverse Change takes effect, you are treated as having accepted it.

27.8 We keep a record of each version of the Agreement, its effective date and the date on which you accepted it. You can ask us for a copy of the version that applied to you at any time.

27.9 No change proposed by you is binding unless we agree it in writing.

28. Events outside our control

28.1 Neither party is liable for any failure or delay in performing its obligations caused by an event beyond its reasonable control, including without limitation failure of telecommunications or internet services, failure of the Provider or a bank, act of government, industrial action or cyber attack, provided it takes reasonable steps to minimise the effect.

28.2 We will tell you as soon as reasonably possible if such an event affects the Services. If it prevents us from providing the Services for more than 30 days, you may end the Agreement free of charge, with a pro rata refund if you have a Subscription.

28.3 This clause does not affect your obligation to pay Subscription Fees for Services actually provided, or our obligation to make refunds due under the Agreement.

29. Assignment and subcontracting

29.1 You must not assign or transfer any of your rights or obligations under the Agreement without our written consent.

29.2 We may transfer our rights and obligations under the Agreement to another organisation. We will tell you in writing if we do. If you are a Consumer, we will ensure that the transfer does not reduce your rights. If you are unhappy with the transfer, you may end the Agreement free of charge, with a pro rata refund if you have a Subscription. Any transfer of our role as the Provider's agent will be made only in accordance with the Payment Services Regulations 2017.

29.3 We may subcontract the performance of our obligations, but we remain responsible for them.

30. Third-party rights

30.1 Except as set out in clause 30.2, a person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

30.2 Earnly's officers and employees, and the Provider, may enforce clauses 19, 20 and 21, to the extent that the law permits. Their consent is not required to vary or rescind the Agreement.

31. Notices

31.1 We may give you notices by email to the address registered to your Account or by notification in the Platform. Our emails are sent from noreply@notify.earnly.co.uk, which is not monitored. An email notice is treated as received when sent if sent on a Business Day between 9:00 and 17:30 UK time, and otherwise at 9:00 on the next Business Day.

31.2 You must send notices to us by email to support@earnly.co.uk, except that complaints go to complaints@earnly.co.uk, data protection matters to privacy@earnly.co.uk and security reports to security@earnly.co.uk. A notice of a legal claim must also be sent by post to our registered office.

32. Entire agreement and non-reliance

32.1 The Agreement is the entire agreement between you and Earnly relating to the Platform and replaces all previous agreements, representations and understandings between us on that subject.

32.2 If you are a Business User, you acknowledge that you have not relied on any statement, representation or promise not set out in the Agreement.

32.3 If you are a Consumer, clause 32.1 does not affect any information we gave you before you entered into the Agreement that is treated as part of it under the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

32.4 Nothing in this clause limits liability for fraudulent misrepresentation. This clause is subject to section 3 of the Misrepresentation Act 1967.

33. General

33.1 If any provision of the Agreement is held invalid, unenforceable or, for a Consumer, unfair, it is severed and the remainder continues in force.

33.2 A failure or delay in exercising a right is not a waiver of it.

33.3 Nothing in the Agreement creates a partnership, joint venture or employment relationship, or makes either party the agent of the other, except that Earnly acts as the agent of the Provider as stated in clause 4.

33.4 Your acceptance of the Agreement by electronic means is as effective as a signature on paper.

34. Governing law and jurisdiction

34.1 The Agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales.

34.2 If you are a Business User, the courts of England and Wales have exclusive jurisdiction.

34.3 If you are a Consumer, you may bring proceedings in the courts of England and Wales or in the courts of the part of the United Kingdom in which you live. If you live in Scotland or Northern Ireland, you also keep the protection of the mandatory consumer law of that part of the United Kingdom.

35. Contact

35.1 Earnly Limited, registered in England and Wales, company number 16183799. Earnly Limited is registered for VAT in the UK, and its VAT registration number appears on its invoices. Registered office and postal address: 41 New Cross Street, Swinton, Manchester, England, M27 4TU.

35.2 Email:

(a) general support: support@earnly.co.uk;

(b) complaints: complaints@earnly.co.uk;

(d) security reports: security@earnly.co.uk.

35.3 Support is available by email, Monday to Friday, 9:00 to 17:30 UK time, excluding bank holidays in England and Wales. There is no telephone line, but we will arrange a telephone call as a reasonable adjustment under clause 9.7.

Schedule 1: Model Cancellation Form

This Schedule applies only to Consumers. Complete and return this form only if you wish to cancel the Agreement under clause 14. You do not have to use it. You can also cancel in your Account settings or by sending us any other clear statement.

To: Earnly Limited, 41 New Cross Street, Swinton, Manchester, England, M27 4TU Email: support@earnly.co.uk

I/We (*) hereby give notice that I/We (*) cancel my/our (*) contract for the supply of the following service (*):

The Earnly Platform (Account), or the following Earnly paid plan: ..............................

Ordered on (*): ..............................

Name of consumer(s): ..............................

Address of consumer(s): ..............................

Email address registered to the Account: ..............................

Signature of consumer(s) (only if this form is notified on paper): ..............................

Date: ..............................

(*) Delete as appropriate.