White-Label Platform Terms and Conditions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities or equivalent ownership interest.

“AML” means anti-money laundering.

“API” means the EntityEngine application programming interface, including all endpoints, documentation, and related tools made available at https://app.entityengine.io/api/v1 or similar URLs.

“API Key” means the unique authentication credential issued to the Client for accessing the API.

“Billing Period” means the monthly, quarterly, or annual period as specified in the Order Form.

“Business Day” means any day other than a Saturday, Sunday, or public holiday in England.

“CFT” means combating the financing of terrorism.

“Client Brand” means the Client’s trade names, trade marks, logos, and brand elements as notified to EntityEngine in the Order Form or as otherwise agreed in writing.

“Confidential Information” means any non-public information disclosed by one party to the other in connection with these Terms or any Order Form, including but not limited to business plans, pricing, technical data, customer information, and the terms of any Order Form.

“Contract Term” means the period from the Commencement Date to the Contract Term End Date specified in the Order Form, including any renewal periods.

“CSP” means a corporate service provider, being an independent third-party entity licensed or authorised to provide regulated trust or company services in its respective jurisdiction.

“End-User” means any individual or entity that accesses or uses the White-Label Platform through the Client’s service offering.

“End-User Agreement” means the terms and conditions that the Client requires each End-User to accept before using the White-Label Platform, which must comply with the requirements set out in Section 5.

“Fees” means all fees payable by the Client, including Platform Access Fees, Order fees, and any other charges specified in the Order Form.

“Force Majeure Event” has the meaning given in Section 19.

“Initial Term” has the meaning given in Section 15.1.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill, rights to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of such rights.

“KYC” means know your customer due diligence procedures required under applicable law.

“Minimum Commitment” means the minimum spend commitment per Billing Period specified in the Order Form.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Order” means any entity formation, maintenance, or related service request submitted via the White-Label Platform or the API.

“Order Form” means the order form executed by the parties that references these Terms and sets out the commercial terms agreed between the parties.

“PEP” means a politically exposed person as defined under applicable AML legislation.

“Platform” means the EntityEngine digital platform, including the web interface, API, and all related services operated at https://entityengine.io and https://app.entityengine.io.

“Prohibited Jurisdiction” means any jurisdiction subject to comprehensive sanctions imposed by the United Kingdom, European Union, United Nations, or United States, including but not limited to North Korea, Iran, Syria, Cuba, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

“Renewal Term” has the meaning given in Section 15.1.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered, or enforced by the United Kingdom, European Union, United Nations, or United States (including OFAC).

“Service Level Target” has the meaning given in Section 11.1.

“Services” means the White-Label Platform access, API access, and related services provided by EntityEngine under these Terms.

“Standard Pricing” means EntityEngine’s published pricing for Orders and services, as set out on the Platform or as otherwise communicated to the Client in writing, and as may be amended from time to time in accordance with Section 10.5.

“VAT” means value added tax or any equivalent sales tax applicable in any relevant jurisdiction.

“White-Label Platform” means the version of the Platform configured and branded for the Client in accordance with these Terms, enabling the Client to offer the Services to End-Users under the Client Brand.

EntityEngine operates as a digital platform facilitating introductions and workflows between users and independent third-party corporate-service providers (“CSPs”) and agents.

EntityEngine does not itself provide regulated trust or company-service-provider activities, including the incorporation, management, registered office, or administration of companies, foundations, or trusts. All such regulated services are performed by duly licensed or authorised third-party CSPs in their respective jurisdictions.

EntityEngine acts solely as a technology platform and intermediary and does not act as the Client’s or any End-User’s agent, trustee, nominee, company secretary, or director, nor does it hold client monies or provide fiduciary, legal, tax, or accounting advice.

This licence is conditional upon the Client’s continued compliance with these Terms.

The Client may not sub-license, resell, or otherwise permit any third party (other than End-Users using the White-Label Platform in the ordinary course) to access or use the Platform or API without EntityEngine’s prior written consent.

EntityEngine may make changes to the Platform or API from time to time. Where such changes materially affect the Client’s use of the White-Label Platform, EntityEngine will provide at least 30 days’ prior written notice and work with the Client in good faith to minimise any disruption.

The Client shall present the White-Label Platform to End-Users under the Client Brand only. The Client shall not use EntityEngine’s trade marks, logos, or branding in any End-User-facing materials without EntityEngine’s prior written consent.

EntityEngine grants the Client a limited, non-exclusive, revocable licence to configure the visual presentation of the White-Label Platform (including logos, colour schemes, and domain) in accordance with the branding scope specified in the Order Form.

The Client grants EntityEngine a limited, non-exclusive, royalty-free licence to use the Client Brand solely for the purpose of configuring and operating the White-Label Platform. This licence terminates automatically upon termination of these Terms.

EntityEngine may require the Client to include a “Powered by EntityEngine” attribution or similar notice on the White-Label Platform. Any such requirement will be specified in the Order Form.

All branding configurations and End-User-facing materials relating to the White-Label Platform are subject to EntityEngine’s prior written approval, not to be unreasonably withheld or delayed.

The Client is solely responsible for its relationship with End-Users. EntityEngine has no direct contractual relationship with End-Users unless otherwise agreed in writing.

The Client must provide EntityEngine with a copy of the End-User Agreement prior to launch of the White-Label Platform. EntityEngine shall have the right to review and require reasonable amendments to the End-User Agreement to ensure compliance with this Section 5. The Client must not materially amend the End-User Agreement without EntityEngine’s prior written approval.

The Client shall be responsible for enforcing the End-User Agreement against End-Users and for all acts and omissions of End-Users in connection with the White-Label Platform as if they were acts and omissions of the Client.

The Client must not make any representations to End-Users about the Services that go beyond what EntityEngine itself represents in these Terms.

The Client is responsible for providing first-line support to End-Users. EntityEngine shall provide second-line technical support to the Client in accordance with the support arrangements specified in the Order Form.

The Client is responsible for maintaining the confidentiality and security of its API Keys and all credentials used to access the White-Label Platform.

The Client must not share, publish, or expose API Keys in client-side code, public repositories, or any publicly accessible location.

The Client must notify EntityEngine immediately at security@entityengine.io if it suspects any unauthorised access to or use of its API Keys or the White-Label Platform.

The Client is liable for all activity conducted using its API Keys and through the White-Label Platform, whether authorised or not, including all activity by End-Users.

The Client may use the White-Label Platform and API only for lawful purposes and in accordance with all applicable laws and regulations.

The Client must not permit End-Users to create multiple or false accounts, impersonate any person, or misrepresent their affiliation when using the White-Label Platform.

The Client must not use or permit End-Users to use the White-Label Platform from or on behalf of persons in any Prohibited Jurisdiction or in violation of any applicable Sanctions.

The Client must not mask or falsify its IP address or location, or permit End-Users to do so, to appear from an authorised jurisdiction.

The Client has full capacity and authority to enter into these Terms and to perform its obligations hereunder.

All information provided by the Client to EntityEngine is true, complete, and not misleading.

The Client is not subject to sanctions or listed on any AML/CTF, OFAC, or politically exposed persons (PEP) database.

The Client will promptly inform EntityEngine of any change in status that may affect EntityEngine’s ability to provide the Services.

The Client is solely responsible for determining and paying any applicable taxes or regulatory fees resulting from its use of the White-Label Platform or from the establishment or operation of any entity formed through it.

The Client will not use the White-Label Platform for any unlawful, fraudulent, or abusive purpose.

The Client must immediately notify EntityEngine if it identifies a bug, exploit, or potential vulnerability in the Platform or API. Attempting to use or profit from such vulnerabilities is strictly prohibited and may result in termination of these Terms and legal action.

The Client has and will maintain all licences, permits, and regulatory authorisations necessary to operate its business and to offer the White-Label Platform to End-Users in the jurisdictions in which it operates.

The Client will comply with all applicable laws and regulations in its operation of the White-Label Platform and its dealings with End-Users, including (without limitation) consumer protection, data protection, and financial services legislation.

Provision of the Services requires client due diligence under applicable AML, CFT, and sanctions laws. Service timelines commence only once the Client’s KYC documentation has been reviewed and approved.

The Client must supply accurate and complete KYC documentation on request. All costs of obtaining such documentation are the Client’s responsibility.

The Client shall perform KYC due diligence on each End-User to a standard no less rigorous than that required by EntityEngine’s own KYC policies and applicable law, and in accordance with the KYC procedures specified in the Order Form.

The Client shall submit all required End-User KYC documentation to EntityEngine via the API or White-Label Platform. EntityEngine retains the right, in its sole discretion, to reject any End-User or to require additional KYC documentation before processing any Order.

EntityEngine may share submitted KYC information with third-party verification providers, banks, CSPs, or regulators to comply with legal obligations.

EntityEngine reserves the right to suspend or terminate the Client’s access to the White-Label Platform and, where required by law, freeze or report funds if it identifies suspicious activity relating to the Client or any End-User.

The Client indemnifies EntityEngine for any loss, claim, or penalty arising from the Client’s breach of this clause or from any failure by an End-User to comply with applicable KYC/AML requirements.

EntityEngine expressly prohibits and rejects the use of the White-Label Platform for any illicit purpose and reserves the right to cooperate fully with competent authorities.

Platform Access Fee: The Client agrees to pay the Platform access fee specified in the Order Form at the start of each Billing Period.

Minimum Commitment: The Client agrees to a minimum spend commitment per Billing Period as specified in the Order Form. If the Client’s total Order value (less any applicable discounts) falls below the minimum commitment in a Billing Period, the Client will be invoiced for the shortfall at the end of that Billing Period.

Payment Terms: All invoices are due within 14 days of issue unless otherwise agreed in writing. Late payments may incur interest at 4% above the Bank of England base rate.

Fee Changes: EntityEngine may adjust the Standard Pricing upon written notice. Adjusted Standard Pricing shall take effect 30 days following such notice. The Client’s Discount Rate specified in the Order Form shall remain unchanged unless otherwise agreed in writing.

If any undisputed invoice remains unpaid for more than 30 days after its due date, EntityEngine may terminate these Terms immediately in accordance with Section 15.2(a).

The Client shall reimburse EntityEngine for all reasonable costs and expenses (including legal fees) incurred in collecting overdue amounts.

Suspension of access under this Section 10 shall not relieve the Client of its obligation to pay all Fees due, including any minimum commitment shortfall.

Either party may propose changes to the scope or delivery of the White-Label Platform. No proposed change shall take effect until documented and signed in writing by authorised representatives of both parties (an “Amendment”). An Amendment shall specify the change, its effect on Fees, and any implementation timeline.

EntityEngine may make reasonable changes to the Platform or API that are required to comply with applicable law or regulations, or that do not materially and adversely affect the Client’s use of the White-Label Platform, provided it gives the Client at least 30 days’ prior written notice where practicable.

The Client is solely responsible for billing End-Users. EntityEngine shall invoice only the Client, and the Client bears all risk of non-payment by End-Users.

EntityEngine will use commercially reasonable efforts to maintain Platform and API availability of 99.5% uptime, measured monthly, excluding scheduled maintenance and circumstances beyond EntityEngine’s reasonable control (the “Service Level Target”).

Scheduled maintenance windows will be communicated at least 48 hours in advance where practicable.

EntityEngine does not guarantee specific response times, throughput, or latency, though it will endeavour to maintain reasonable performance.

The White-Label Platform and API are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, EntityEngine expressly disclaims all warranties, whether express, implied, or statutory, including without limitation any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. EntityEngine does not warrant that the White-Label Platform or API will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

Where EntityEngine fails to meet the availability target in any calendar month, the Client may raise a written dispute with EntityEngine. EntityEngine shall provide a written remediation plan within 10 Business Days of receiving such notice, and the parties shall seek to resolve the matter in accordance with the Dispute Resolution procedure in Section 18.

If EntityEngine fails to meet the availability target for six (6) consecutive calendar months and no remediation plan has been agreed in writing, the Client may terminate these Terms on 3 months’ written notice without penalty.

The Client acknowledges that data submitted via the White-Label Platform and API is processed in accordance with EntityEngine’s Privacy Policy (available at https://www.entityengine.io/privacy-policy).

The Client is responsible for ensuring that any personal data submitted via the White-Label Platform or API (including End-User personal data) has been collected lawfully and that the Client has appropriate consent or legal basis for its processing and for its onward transfer to EntityEngine.

The Client must not submit sensitive personal data via the White-Label Platform or API except as required for KYC/AML purposes, entity incorporation, or ongoing entity management.

EntityEngine may retain logs of Platform and API requests for security, debugging, and compliance purposes.

To the extent that EntityEngine processes personal data on behalf of the Client in connection with the White-Label Platform, the parties shall enter into a Data Processing Agreement in the form set out in the Order Form or as otherwise agreed in writing.

The Client shall include in the End-User Agreement appropriate privacy notices and consent mechanisms in compliance with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

All Intellectual Property Rights in the Platform, API, White-Label Platform (excluding the Client Brand), documentation, specifications, and related materials remain the exclusive property of EntityEngine.

Nothing in these Terms transfers ownership of any Intellectual Property Rights from one party to the other. The licences granted in Sections 3 and 4 are the only rights granted to the Client in respect of EntityEngine’s Intellectual Property.

The Client retains ownership of the Client Brand and of any applications, content, or materials it creates independently of the Platform, subject to EntityEngine’s underlying Intellectual Property Rights.

The Client must not register or attempt to register any trade mark, domain name, or other identifier that is identical or confusingly similar to EntityEngine’s trade marks or branding.

Upon termination of these Terms, all licences granted under Sections 3 and 4 shall immediately terminate, and the Client must cease all use of the Platform, API, and any EntityEngine branding or technology.

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with these Terms.

The Client must not publicly disclose the specific commercial terms of any Order Form without EntityEngine’s prior written consent.

The existence of the white-label arrangement and the identity of EntityEngine as the underlying platform provider shall be treated as Confidential Information unless otherwise agreed in writing or required by law.

These Terms commence on the Commencement Date specified in the Order Form and continue until the Contract Term End Date specified in the Order Form (the “Initial Term”). Unless either party provides written notice of non-renewal at least 90 days prior to the end of the Initial Term or any Renewal Term, these Terms shall automatically renew for successive 12-month periods (each a “Renewal Term”) on the same terms.

The Client may terminate these Terms by written notice if EntityEngine materially breaches these Terms and fails to remedy such breach within 30 days of written notice specifying the breach in reasonable detail. For the avoidance of doubt, a failure to meet the Service Level Target in any individual month shall not constitute a material breach (see Section 11 for remedies).

EntityEngine may suspend the Client’s access to the White-Label Platform immediately if it reasonably believes the Client is in breach of these Terms or applicable law.

EntityEngine may charge reasonable pre-agreed fees for any termination assistance services provided under this clause.

The Client shall be responsible for communicating any termination or migration to its End-Users and for managing the End-User relationship throughout the Termination Assistance Period.

To the fullest extent permitted by law, EntityEngine shall not be liable for any indirect, consequential, incidental, or special damages, including loss of profits, revenue, data, or business opportunities.

EntityEngine’s total aggregate liability under these Terms shall not exceed the total Fees paid by the Client in the six (6) months immediately preceding the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

EntityEngine agrees to indemnify, defend, and hold harmless the Client from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from any third-party claim that the Platform, in the form provided by EntityEngine, infringes the Intellectual Property Rights of a third party, provided that this indemnity shall not apply to the extent that the claim arises from the Client’s modification, misuse, or combination of the Platform with other products or services.

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.

Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”), including but not limited to acts of God, pandemic, war, civil unrest, governmental action, or failure of third-party infrastructure. The affected party shall notify the other promptly and take reasonable steps to mitigate the impact.

If a Force Majeure Event continues for more than 60 consecutive days, the party not affected may terminate these Terms by giving 14 days’ written notice. For the avoidance of doubt, a Force Majeure Event does not excuse the Client’s obligation to pay Fees for Services already received.

Each party may, on not less than 30 days’ prior written notice and no more than once per calendar year, audit the other party’s relevant records, systems and procedures to verify compliance with the terms of these Terms. Audits shall be conducted during normal business hours, by an independent auditor agreed by the parties, and shall not unreasonably disrupt the other party’s operations.

The auditing party shall bear all costs of any audit it initiates, except where the audit reveals a material breach by the audited party, in which case the audited party shall bear the reasonable costs of the audit.

EntityEngine may additionally audit the Client’s KYC/AML procedures and End-User Agreement compliance on not less than 14 days’ written notice where EntityEngine has reasonable grounds to believe the Client may not be meeting its obligations under Sections 5 or 9.

During the Term and for twelve (12) months following expiry or termination of these Terms, neither party shall directly solicit or recruit any employee or contractor of the other party who has been materially involved in the performance of these Terms, without the prior written consent of the other party. This clause does not prevent either party from hiring any person who responds to a general recruitment advertisement.

Each party shall comply with all applicable anti-slavery and human trafficking laws, including the Modern Slavery Act 2015, and shall not engage in any activity that would constitute an offence under that Act. Each party represents and warrants that, as of the date of these Terms, it has not been convicted of any offence involving slavery or human trafficking.

Either party may terminate these Terms with immediate effect by written notice if the other party commits a breach of this clause.

Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales.

Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction over any dispute arising from these Terms, subject to the dispute resolution procedure in Section 18.

Entire Agreement: These Terms, together with any Order Form and any schedules or annexes, constitute the entire agreement between the parties regarding the White-Label Platform and supersede all prior representations, agreements, or understandings.

Amendment: These Terms may only be amended by a written amendment signed by authorised representatives of both parties, except where EntityEngine exercises its rights under Section 10.11.

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment: The Client may not assign, transfer or sub-contract any of its rights or obligations under these Terms without EntityEngine’s prior written consent, not to be unreasonably withheld or delayed.

EntityEngine may assign its rights and obligations under these Terms to an Affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, provided it gives the Client 30 days’ prior written notice.

Waiver: No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any right is only effective if given in writing and signed by the waiving party, and shall not be deemed a waiver of any subsequent breach or default.

Notices: All notices under these Terms must be in writing and delivered by hand, pre-paid recorded post, or email to the addresses set out in the Order Form (or such other address as a party notifies in writing). Notices sent by post are deemed received on the second Business Day after posting. Notices sent by email before 17:00 on a Business Day are deemed received the same day; otherwise on the next Business Day.

Third Party Rights: A person who is not a party to these Terms shall have no right to enforce any term of these Terms under the Contracts (Rights of Third Parties) Act 1999.

Neither party shall make any public announcement, press release or public statement relating to these Terms or the white-label arrangement without the prior written consent of the other party, not to be unreasonably withheld or delayed.

The Client agrees to work with EntityEngine in good faith to produce a case study or reference following completion of the initial implementation, and consents to EntityEngine referencing the Client as a customer in its marketing materials, subject to the Client’s prior written approval of any specific content.

For the avoidance of doubt, the restrictions in this Section do not prevent the Client from marketing the White-Label Platform to End-Users under the Client Brand in the ordinary course of business, provided such marketing complies with Section 4 (Branding and Presentation) and Section 5 (End-User Obligations).

The Client may request a refund for Order fees before KYC or incorporation work commences.

If work has begun, refunds may be granted less direct costs and time spent.

Refund requests must be submitted in writing within 90 days of payment.

Refunds will be processed to the original payment source only, within 30 days of approval, in compliance with AML regulations.

All refunds are final once processed.

EntityEngine may issue a service credit instead of a cash refund where required to comply with AML or KYC obligations.

Platform Access Fees are non-refundable once the Billing Period has commenced.

The Client is solely responsible for managing any refund or credit arrangements with its End-Users. EntityEngine’s refund obligations under this Section are owed to the Client only and do not extend to End-Users.

If the Client pays fees in cryptocurrency, the Client acknowledges that cryptocurrency values fluctuate substantially.

Refunds for cryptocurrency payments (where permitted) may, at EntityEngine’s sole discretion, be made in either the original cryptocurrency received or the fiat equivalent at the exchange rate prevailing at the time of the original payment.

The Client bears all transaction costs and network fees associated with cryptocurrency payments.

The White-Label Platform, API, and any related documentation are provided for general informational and administrative convenience only. EntityEngine does not itself provide company-formation, registered-agent, fiduciary, or other regulated corporate-services activities. These are performed exclusively by independent third-party providers introduced through the platform.

Nothing in these Terms or the White-Label Platform constitutes legal, tax, accounting, or regulatory advice, and no fiduciary or agency relationship arises between the Client (or any End-User) and EntityEngine.

EntityEngine disclaims all responsibility for the accuracy, completeness, or timeliness of information supplied by third-party CSPs, payment processors, or government registries. The Client and its End-Users should obtain independent professional advice before relying on any information or completing any transaction.