1. About us and how to contact us

1.1
These terms and conditions (“Terms”) are published by Bourn Technologies Limited (“Bourn”,“we”, “us”, “our”). We are incorporated in England and Wales with company number 15582429. Our registered office is at 3rd Floor, 86–90 Paul Street, London EC2A 4NE.
1.2
We are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (FCA firm reference number 1033250) for the issuing of electronic money. You can verify this on the FCA Register at register.fca.org.uk.
1.3
Our website operates at bourn.ai (the “Site”). The Bourn platform (the “Platform”) is accessible via the Site and via any associated web portal or mobile interface we make available from time to time.
1.4
To contact us, please email us at legal@bourn.ai or write to us at our registered office above.

2. Scope and structure of these Terms

2.1
These Terms govern (a) your use of the Site as a visitor or registered user; and (b) your use of the Platform as a registered business customer (“Customer”).

They should be read alongside:

  • our Privacy Policy (available at bourn.ai/privacy), which explains how we collect, use and protect your personal data;
  • our Cookie Policy (available at bourn.ai/cookies);
  • if you open a Bourn Account (an e-money account), the Bourn Flexible Trade Account Service Terms (“Account Terms”), which govern that account relationship; and
  • any order form, onboarding agreement or other document we agree with you in writing (“Supplementary Terms”).
2.2
If there is any conflict between these Terms and any Supplementary Terms, the Supplementary Terms shall prevail to the extent of the inconsistency
2.3
Capitalised terms used but not defined in these Terms have the meaning given to them in the Account Terms or in condition 3 (Definitions) below.
2.4
By accessing the Site or the Platform, you confirm that you have read and agree to these Terms. If you are accessing the Services on behalf of a business, you also confirm that you have authority to bind that business.

3. Definitions

3.1
In these Terms the following words have the meanings set out below.
Term
Meaning
Account Terms
The Bourn Flexible Trade Account Service Terms governing the Bourn Account, as updated from time to time.
Authorised User
Any employee, agent or contractor of the Customer who is authorised by the Customer to access the Platform.
Bourn Account
The e-money account issued by us to a Customer under the Account Terms.
Business Day
Any day other than a Saturday, Sunday or public holiday in England and Wales.
Customer
A UK Business that has registered to use the Platform and holds (or is applying to hold) a Bourn Account.
Customer Data
All data, content and information inputted by or on behalf of a Customer into the Platform.
Documentation
User guides, help articles and technical specifications made available at bourn.ai/docs or via the Platform.
Facility Provider
A lender or financial institution that provides a credit or lending facility to a Customer, accessed via the Platform.
FCA
The Financial Conduct Authority.
Fees
The charges payable by a Customer for use of the Platform, as set out in the Platform fee schedule published in the web portal and updated from time to time.
Intellectual Property Rights
All patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, database rights, rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered, together with all applications for, renewals and extensions of, such rights.
Platform
The Bourn web-based platform and any associated APIs, portals or tools made available by us to Customers, including any updates, upgrades or modifications from time to time.
Services
Together, the Site and the Platform (and any services provided via them), unless the context requires otherwise.
Site
The Bourn website available at bourn.ai and all sub-domains.
Subscription
The subscription to use the Platform purchased by a Customer in accordance with these Terms.
UK Business
A business that is incorporated, registered or established in the United Kingdom.
Virus
Any software, code, file or programme that may prevent, impair or adversely affect the operation of any computer software, hardware, network or data, including worms, trojan horses and ransomware.
Vulnerability
A weakness in computational logic that, when exploited, results in a negative impact to the confidentiality, integrity or availability of data or services.

4. The Site – access and use

4.1
The Site is made available free of charge. We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Site for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
4.2
You are responsible for ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.
4.3
We are the owner or licensee of all Intellectual Property Rights in the Site and in the material published on it. Those works are protected by copyright laws and treaties worldwide. All rights are reserved.
4.4
You may print off one copy and download extracts of any page(s) from the Site for your own personal reference or internal business use.

You must not:

  • modify the paper or digital copies of any materials you have printed or downloaded;
  • use any illustrations, photographs, video or audio sequences or graphics separately from any accompanying text;
  • use any part of the content on the Site for commercial purposes without obtaining a licence from us; or
  • remove any copyright or proprietary notices from any content.
4.5
If you print off, copy, download, share or repost any part of the Site in breach of these Terms, your right to use the Site will cease immediately.
4.6
You must not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Site or any services provided via the Site, including for the purposes of developing, training, fine-tuning or validating any artificial intelligence or machine learning system or model. This includes using any “robot”, “bot”, “spider”, “scraper” or other automated device, programme, tool, algorithm or process to access, obtain, copy, monitor or republish any portion of the Site. The provisions in this condition constitute an express reservation of our rights, including for the purposes of Article 4(3) of the Digital Copyright Directive ((EU) 2019/790).
4.7
“Bourn”, “Bourn Technologies” and the Bourn logo are trade marks of Bourn Technologies Limited. You are not permitted to use them without our prior written approval, unless they form part of material you are permitted to use under condition 4.4.
4.8
You may link to the Site’s home page, provided you do so in a way that is fair and legal and does not damage our reputation. You must not establish a link in a way that suggests any form of association, approval or endorsement on our part where none exists, frame the Site on any other website, or create a link to any part of the Site other than the home page without our consent. We reserve the right to withdraw linking permission without notice.
4.9
We do not guarantee that the Site will be secure or free from Viruses. You are responsible for configuring your information technology and computer programmes to access the Site safely. You must not misuse the Site by knowingly introducing Viruses or any other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored, or any server, computer or database connected to the Site. By breaching this condition, you would commit a criminal offence under the Computer Misuse Act 1990.

5. The Platform – subscription and access

5.1
Access to the Platform is available to UK Businesses only. Subject to these Terms, we grant Customers a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription term solely for the Customer’s internal business purposes. You may not sub-licence or otherwise transfer your Subscription or any rights under it to any third party.
5.2
The Subscription commences on the date we confirm your registration and continues until terminated in accordance with condition 15 (Term and termination).
5.3
You are responsible for ensuring that only Authorised Users access the Platform.

You must:

  • ensure that the number of Authorised Users does not exceed any limits agreed with us;
  • ensure each Authorised User keeps their log-in credentials confidential and does not share them with any other person;
  • promptly notify us if you know or suspect any unauthorised access to the Platform; and
  • be responsible for all activity carried out by Authorised Users on the Platform.
5.4
We have the right to disable any user account at any time if we reasonably believe that you have failed to comply with any of the provisions of these Terms.
5.5
To be eligible to use the Platform and hold a Bourn Account, you must be a UK Business. We may carry out identity, anti-money laundering, credit and other checks at the time of your application and periodically thereafter. You must provide us with accurate and up-to-date information and documentation as we require. We will not activate your account until our checks are complete to our satisfaction.
5.6
The Platform integrates with third-party services including Rutter (accounting data aggregation) and Plaid Financial Limited (open banking and payment initiation). Your use of the Platform may require you to enter into separate agreements with these third parties. We are not a party to those agreements and are not responsible for their services. You should direct any questions or complaints about their services to them directly.
5.7
We may share information about your Bourn Account with Facility Providers, Rutter and Plaid as necessary to provide the Services. Further details are set out in our Privacy Policy.

6. Platform services

6.1
The Platform provides, among other things, tools for: (a) managing your Bourn Account and e-money balance; (b) receiving and processing invoice payments; (c) connecting with Facility Providers; (d) monitoring your trade finance activity; and (e) accessing the Bourn Operating System (BOS) and related credit lifecycle tools, as described in the Documentation.
6.2
We will use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for planned maintenance, emergency maintenance, or circumstances beyond our reasonable control. We do not warrant that the Platform will be uninterrupted or error-free.
6.3
We may update or change the Platform (including its features, functionality and user interface) at any time. We will endeavour to give you reasonable notice of any material changes. Your continued use of the Platform following any change constitutes your acceptance of the updated Services.
6.4
We reserve the right to suspend or discontinue any feature of the Platform without liability, subject to any rights you may have under the Account Terms.

7. Our obligations

7.1
We will provide the Services with reasonable skill and care and substantially in accordance with these Terms and the Documentation.
7.2
We will implement and maintain appropriate technical and organisational security measures designed to protect Customer Data against unauthorised or unlawful processing and accidental loss, destruction or damage.
7.3
We will notify you promptly if we become aware of any data security incident that affects your Customer Data, to the extent required by applicable law.

8. Your obligations

8.1

You must:

  • use the Services only for lawful purposes and in accordance with these Terms;
  • provide and keep updated accurate and complete information in connection with your registration and use of the Platform;
  • comply with all applicable laws and regulations, including financial crime, anti-money laundering, sanctions and data protection laws;
  • ensure that Customer Data does not infringe the rights of any third party;
  • co-operate with us in all matters relating to the Services;
  • keep your log-in credentials secure and confidential; and
  • promptly notify us of any change in your circumstances that may affect your eligibility for the Services.
8.2

You must not:

  • access or use the Services in any way that violates any applicable law or regulation;
  • attempt to probe, scan or test the vulnerability of the Platform or any related system or network, or to breach any security or authentication measures;
  • use the Services to transmit, store or process any data that is fraudulent, defamatory, offensive, obscene or that infringes any third party’s rights;
  • reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform;
  • use any automated means to access the Platform except through our published APIs with our prior written consent;
  • resell, sub-licence or otherwise commercialise access to the Platform; or
  • use the Services in a manner that could damage, disable, overburden or impair the Platform.
8.3
You are responsible and liable for all acts and omissions of your Authorised Users in connection with the Services as if they were your own.

9. Customer data

9.1
As between us and you, you retain ownership of all Customer Data. You grant us a non-exclusive, royalty-free licence to use, store, process and copy Customer Data to the extent necessary to provide the Services and as permitted by our Privacy Policy.
9.2
You are solely responsible for the accuracy, quality, integrity, legality and appropriateness of all Customer Data. You warrant that you have all rights, consents and permissions necessary to provide the Customer Data to us and for us to process it as described in these Terms.
9.3
We will not access, use or disclose Customer Data except: (a) as necessary to provide the Services; (b) as required by applicable law; (c) with your consent; or (d) as set out in our Privacy Policy.
9.4
On termination of your Subscription, we will make Customer Data available to you for export for a period of 30 days, after which we may delete it in accordance with our data retention policy and applicable law.

10. Data protection

10.1
Each party shall comply with all applicable data protection and privacy laws and regulations, including (to the extent applicable) the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
10.2
Where we process personal data on your behalf in connection with the Services, we act as a data processor and you act as a data controller. Such processing will be governed by our Data Processing Agreement, which forms part of the Account Terms (or, where no Account Terms apply, is available on request).
10.3
Where we collect and process personal data of Site visitors and registered users in our capacity as a data controller, we do so in accordance with our Privacy Policy.

11. Fees and payment

11.1
If your use of the Platform is subject to Fees, those Fees will be set out in the Platform fee schedule published in the web portal, as updated from time to time, or in any applicable Supplementary Terms or order form.
11.2
All Fees are exclusive of VAT (or other applicable taxes) unless stated otherwise. You are responsible for all applicable taxes.
11.3
We reserve the right to change our Fees on giving you at least 30 days’ written notice. If you do not accept a change in Fees, you may terminate your Subscription in accordance with condition 15 before the change takes effect.
11.4
If any Fees are overdue, we reserve the right to suspend access to the Platform until all outstanding amounts are paid in full.
11.5
Any Fees payable in connection with your Bourn Account (including e-money or payment transaction fees) are governed by the Account Terms.

12. Intellectual property rights

12.1
All Intellectual Property Rights in the Site, the Platform, the Documentation and all content and materials we make available to you through the Services are owned by us (or our licensors). Nothing in these Terms grants you any rights in the Services other than as expressly set out herein.
12.2
You grant us a non-exclusive, royalty-free, worldwide licence to use any feedback, suggestions or ideas you provide to us in connection with the Services (“Feedback”), without restriction or obligation to you.
12.3
You must not: (a) copy, reproduce, republish, download, post, broadcast, transmit or otherwise use the content of the Services (other than as permitted by these Terms); (b) use the Bourn name, trade marks or logos without our prior written consent; or (c) do anything that damages or is likely to damage our reputation.

13. Confidentiality

13.1
Each party may have access to Confidential Information of the other party in connection with the Services. “Confidential Information” means any information that is proprietary or confidential in nature and is either clearly labelled as such or that a reasonable person would treat as confidential given its nature and the circumstances of disclosure.
13.2
Each party undertakes to keep the other party’s Confidential Information confidential and not to disclose it to any third party (other than its employees, officers, advisers or subcontractors who need to know it for the purposes of these Terms), and to use it only for the purposes of these Terms.
13.3
The obligations in condition 13.2 do not apply to information that: (a) is or becomes publicly available other than through breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, court order or a regulatory authority.
13.4
This condition 13 shall survive termination or expiry of these Terms.

14. Suspension

14.1

We may suspend access to all or part of the Services at any time without liability if:

  • we are required to do so by a regulatory or law enforcement authority;
  • we reasonably suspect that the Services are being used in connection with fraud, money laundering or any other illegal activity;
  • you breach any material term of these Terms or the Account Terms and fail to remedy the breach within 5 Business Days of written notice from us;
  • you fail to pay any Fees when due and fail to remedy such failure within 10 Business Days of written notice from us;
  • we reasonably believe that your continued use of the Services poses a security risk to us or other users; or
  • we are required to perform emergency maintenance.
14.2
We will give you as much prior notice of any suspension as is reasonably practicable in the circumstances, except where we are prohibited from doing so by law or where the circumstances require immediate action.
14.3
We will reinstate access to the Services promptly once the cause of suspension has been resolved.

15. Term and termination

15.1
These Terms commence on the date you first access the Site or register for the Platform (as applicable) and continue until terminated in accordance with this condition 15.
15.2
Either party may terminate the Subscription at any time by giving the other party at least 30 days’ written notice, subject to any minimum term agreed in Supplementary Terms.
15.3

We may terminate your Subscription immediately on written notice if:

  • you are in material breach of these Terms and (where the breach is capable of remedy) fail to remedy it within 14 days of written notice;
  • you enter into any insolvency process, become insolvent or are unable to pay your debts as they fall due;
  • your eligibility for the Services ceases (for example, if you are no longer a UK Business);
  • we are required to terminate by a regulatory or law enforcement authority; or
  • your Bourn Account is closed or terminated under the Account Terms.
15.4
On termination: (a) all licences granted to you under these Terms shall immediately cease; (b) you must immediately stop using the Services and destroy any copies of our Confidential Information in your possession; and (c) conditions that by their nature should survive termination (including those relating to intellectual property, confidentiality, data, liability and governing law) shall continue in full force.
15.5
Termination of these Terms does not affect any rights or liabilities accrued prior to termination.

16. Disclaimer and no reliance

16.1
The content on the Site (including any financial information, market commentary or product descriptions) is provided for general informational purposes only. It does not constitute financial advice, legal advice, investment advice or any other form of professional advice, and you should not rely on it as such.
16.2
Although we make reasonable efforts to keep the information on the Site up to date, we make no representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete or current.
16.3
We are not responsible for the content of external websites linked to from the Site. Those links are provided for your convenience and do not signify our endorsement of those websites or their content.

17. Limitation of liability

17.1
Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited; or (d) our regulatory obligations as an e-money institution authorised by the FCA.
17.2

Subject to condition 17.1, we shall not be liable for any:

  • loss of profit, revenue or anticipated savings;
  • loss of business or contracts;
  • loss of goodwill or reputation;
  • loss or corruption of data;
  • indirect, consequential or special losses; or
  • losses arising from your reliance on any information on the Site, whether or not we were advised of the possibility of such losses.
17.3
Subject to condition 17.1, our total aggregate liability to you in connection with these Terms (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed the greater of: (a) the total Fees paid or payable by you to us in the 12 months immediately preceding the event giving rise to the claim; and (b) £10,000.
17.4
Where you are a Large Business (as defined in the Account Terms), additional limitations and exclusions apply as set out in the Account Terms and in the Schedule to these Terms.

18. Indemnity

18.1

You shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including legal fees) arising out of or in connection with:

  • your breach of these Terms or the Account Terms;
  • your use of the Services other than in accordance with these Terms;
  • your breach of any applicable law or regulation;
  • any claim that Customer Data infringes a third party’s rights; or
  • the acts or omissions of your Authorised Users.
18.2
We shall: (a) promptly notify you of any claim to which condition 18.1 applies; (b) give you sole conduct of the defence and settlement of such claim; and (c) provide reasonable assistance in connection with such defence.

19. Security

19.1
We will implement and maintain appropriate technical and organisational measures to protect against the unauthorised access, use, disclosure, alteration or destruction of Customer Data.
19.2
You are responsible for: (a) maintaining the security of your own systems and infrastructure; (b) ensuring that your Authorised Users follow appropriate security practices; (c) promptly notifying us of any actual or suspected security incident relating to your use of the Services; and (d) keeping all log-in credentials confidential.
19.3
You must not attempt to probe, scan or test the vulnerability of the Platform, or conduct any penetration or load testing, without our prior written consent.

20. Changes to these Terms

20.1
We may amend these Terms at any time. We will give you at least 30 days’ prior written notice of any material changes (save in exceptional circumstances, including where we are required to make changes immediately by law or regulation). Notice may be given by email to your registered address or by a prominent notice on the Site or Platform.
20.2
Your continued use of the Services after the expiry of the notice period constitutes your acceptance of the updated Terms. If you do not accept the changes, you may terminate your Subscription in accordance with condition 15 before the changes take effect.

21. Force majeure

21.1
We shall not be in breach of these Terms or otherwise liable for any failure or delay in the performance of our obligations where such failure or delay results from events, circumstances or causes beyond our reasonable control, including acts of God, pandemic, epidemic, governmental actions, war, civil disturbance, industrial dispute, failure of third-party telecommunications networks, or failures of the internet.
21.2
If such circumstances continue for more than 60 days, either party may terminate these Terms on written notice.

22. Regulatory matters

22.1
Bourn Technologies Limited is authorised by the FCA under the Electronic Money Regulations 2011 (FCA firm reference number 1033250). In providing the Services, we comply with our obligations as an authorised electronic money institution.
22.2
The Financial Services Compensation Scheme (FSCS) does not apply to e-money held in your Bourn Account. Your funds are protected by safeguarding in accordance with the Electronic Money Regulations 2011. Further information is available from the FCA at fca.org.uk.
22.3
You may raise complaints about our regulated activities with the Financial Ombudsman Service (FOS) if you are an eligible complainant. Our complaints procedure is available at bourn.ai/complaints.

23. Complaints

23.1
If you have a complaint about the Services, please contact us in the first instance by emailing complaints@bourn.ai or writing to us at our registered office. We will acknowledge receipt of your complaint promptly and aim to resolve it within the timescales set out in our complaints procedure (available at bourn.ai/complaints).
23.2
If you are not satisfied with our response, and where you are an eligible complainant, you may refer your complaint to the Financial Ombudsman Service (FOS) at financial-ombudsman.org.uk.

24. Assignment and transfer

24.1
We may transfer our rights and obligations under these Terms to another organisation, including in connection with a merger, acquisition or sale of all or substantially all of our assets. We will notify you in writing if this happens.
24.2
You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent.

25. General

25.1
These Terms (together with the documents referred to in condition 2) constitute the entire agreement between you and us relating to the Services and supersede all previous agreements, understandings or arrangements between us relating to the same subject matter.
25.2
A failure or delay by either party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that right or remedy.
25.3
If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
25.4
No one other than a party to these Terms has any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
25.5
Nothing in these Terms creates or implies any partnership, joint venture, agency, franchise or employment relationship between us and you.
25.6
No variation of these Terms shall be effective unless agreed in writing and signed by authorised representatives of both parties (except for changes made in accordance with condition 20).
25.7
All notices under these Terms shall be in writing and delivered by email or first-class post. Notices to us should be addressed to legal@bourn.ai or our registered office. Notices to you will be sent to the email or postal address you provided on registration.

26. Governing law and jurisdiction

26.1
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
26.2
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

Schedule 1 – Acceptable Use Policy