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SOFTWARE-AS-A-SERVICE (SaaS) LICENSE AGREEMENT

01. 07. 2025

SOFTWARE-AS-A-SERVICE (SaaS) LICENSE AGREEMENT

Version 3.1 | July 2025

This Software-as-a-Service License Agreement (“Agreement”) is entered into by and between TECHFINUK LTD, a company incorporated under the laws of England and Wales (Company No. 14960822), with its registered office at the address specified in the signature section (hereinafter, the “Licensor”), and the individual or entity accepting this Agreement (hereinafter, the “Licensee”).

By clicking “I Agree” or by executing this Agreement (including electronically), the Licensee confirms that they have reviewed, understood, and accepted all the terms and conditions set forth herein. 

DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Agreement” means this Software-as-a-Service License Agreement between the Licensor and the Licensee, including any appendices, amendments, or documents expressly incorporated by reference.

“Licensor” means TECHFINUK LTD, a company incorporated under the laws of England and Wales (Company No. 14960822), and the provider and owner of the Software licensed under this Agreement.

“Licensee” means the individual or legal entity accepting this Agreement and granted access to the Software for internal business use.

“Software” or “SPTP” means the SDK.finance Software Platform provided by the Licensor on a software-as-a-service (SaaS) basis, including its components such as the Back-End APIs, Back-Office Admin Panel, End-User Interfaces, and Merchant Portal.

“Subscription Period” means the time period during which the Licensee maintains an active, paid subscription to access the Software, starting from the Effective Date.

“Effective Date” means the date on which this Agreement is accepted and executed by the Licensee, as specified in the signature section.

“Setup Fee” means the one-time, non-refundable fee payable by the Licensee upon execution of this Agreement. This fee covers initial Software provisioning and includes access to all Software components for the first three (3) months of the Subscription Period.

“Subscription Fee” means the monthly recurring fee payable by the Licensee beginning in the fourth (4th) month of the Subscription Period, plus a transaction-based usage fee per successful fund action processed through the Software. 

“Reactivation Fee” means the administrative fee payable by the Licensee in order to restore access to the Software following a suspension caused by late payment or breach. 

“New Setup Fee” (also referred to as “Setup Deletion Fee”) means the non-refundable fee required to reinitiate Software services and establish a new production environment after the Licensee’s previous environment has been permanently deleted due to extended non-payment or termination.

“Transaction” means a successful action performed within the Software involving the placement, transfer, or withdrawal of funds.

“Development Environment” or “DEV” means the non-production instance of the Software provided by the Licensor to support development and internal testing by the Licensee.

“Pre-Production Environment” or “PRE-PROD” means the staging environment that simulates live conditions for validation and testing of features prior to deployment to production.

“Production Environment” or “PROD” or “LIVE” means the live instance of the Software used by the Licensee to process real transactions in an operational business setting.

“Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one Party to the other in connection with this Agreement that is marked as confidential or that reasonably should be understood to be confidential under the circumstances.

“Force Majeure” means an event or circumstance beyond a Party’s reasonable control that prevents or delays performance under this Agreement, including but not limited to natural disasters, war, terrorism, epidemics, labor disputes, power outages, or internet service disruptions.

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

  1. GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a limited, non-exclusive, non-transferable, and revocable right to access and use the SDK.finance Software Platform (hereinafter referred to as “SPTP” or the “Software”) on an as-a-service basis for the Licensee’s internal business purposes during the active subscription period.

1.2. The Licensee shall not:

(a) sublicense, sell, rent, lease, distribute, or otherwise transfer the Software or any of its components to any third party;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;

(c) modify, adapt, translate, or create derivative works based on the Software;

(d) remove, alter, or obscure any proprietary notices;

(e) use the Software to build or support a competing product or service;

(f) use the Software in violation of any applicable laws or regulations.

1.3. The Licensor reserves the right to revoke access to the Software immediately in the event that the Licensee is found to be engaging in fraudulent activity, illegal operations, or conduct that violates the provisions of this Agreement.

  1. INTELLECTUAL PROPERTY

2.1. The Licensee acknowledges that all rights, title, and interest, including all intellectual property rights (such as copyrights, trademarks, trade secrets, and patents), in and to the Software, its components, and any modifications or enhancements made by the Licensor remain the sole and exclusive property of the Licensor.

2.2. Nothing in this Agreement shall be construed as transferring any ownership rights to the Licensee. The Licensee shall not claim any rights or interests in the Software, except the right to access and use it under the terms of this Agreement.

  1. DATA OWNERSHIP AND PRIVACY

3.1. The Licensee retains full ownership and responsibility for all data, content, and information uploaded or processed through the Software. Transactional data remains hosted within the Licensee’s infrastructure and is not accessed, stored, or retained by the Licensor.

3.2. The Licensor may process limited information about the Licensee as necessary to fulfill contractual obligations and ensure compliance with applicable regulations, including Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures.

3.3. The Licensee is solely responsible for the legality, accuracy, and protection of the data it provides or processes using the Software. Appropriate security and privacy measures must be implemented by the Licensee.

3.4. The Licensee must maintain the confidentiality of account credentials and promptly report any security breaches or unauthorized access to the Licensor.

  1. FEES, PAYMENTS, AND TAXES

4.1. The Licensee agrees to pay the Licensor all applicable fees related to the use of the Software in accordance with this Agreement. Fees are outlined in this section and in the Appendix.

4.2. Upon execution of this Agreement, the Licensee shall pay a one-time, non-refundable setup fee of €10,000, which grants access to all Software components for a period of three (3) months.

4.3. After the initial period, the Licensee shall pay a monthly subscription fee of €5,500, plus €0.05 per transaction, where each transaction refers to a successful fund placement, transfer, or withdrawal operation performed through the Software.

4.4. Invoices will be issued by the Licensor at the beginning of each calendar month and must be paid by the Licensee within twenty (20) calendar days from the invoice date via wire transfer. The Licensee is responsible for ensuring sufficient funds and bearing any transaction or banking fees.

4.5. If payment is not received within twenty (20) calendar days of the due date, the Licensor may suspend the Licensee’s subscription and deactivate access to the Software. Reactivation shall require payment of outstanding balances and a €2,500 reactivation fee.

4.6. If payment remains outstanding for more than forty (40) calendar days, the Licensor reserves the right to permanently delete the Licensee’s Software environment. A new setup may be requested by the Licensee, subject to a non-refundable €5,500 setup fee. The Licensee remains liable for any fees accrued prior to deletion.

4.7. All payments made under this Agreement are final and non-refundable. The Licensor does not offer prorated refunds for cancelled or unused subscription periods.

  1. TERM AND TERMINATION

5.1. This Agreement enters into force on the Effective Date and remains in effect unless and until terminated in accordance with its terms.

5.2. The Licensee agrees to a minimum contract term of twelve (12) months, beginning from the Effective Date. Termination by the Licensee during this period does not relieve them of the obligation to pay all fees due for the full term.

5.3. After the initial 12-month period, this Agreement shall automatically renew on a monthly basis unless either Party provides written notice of termination at least three (3) months in advance.

5.4. Either Party may terminate this Agreement with immediate effect if the other Party commits a material breach and fails to remedy it within thirty (30) calendar days of written notice.

5.5. Upon termination, all rights to use the Software shall cease immediately. The Licensee must return or destroy all confidential materials and pay any outstanding amounts owed.

  1. SOFTWARE INFRASTRUCTURE AND DEPLOYMENT

6.1. The Licensor shall provide the Licensee with access to three separate environments of the Software: Development (DEV), Pre-Production (PRE-PROD), and Production (PROD). These are provided to support implementation, testing, and deployment workflows.

6.2. The Production environment will be set up using the infrastructure agreed between the Parties, hosted by the Licensor on AWS, unless otherwise specified. The Licensee shall provide all necessary configuration data at least ten (10) business days prior to the planned go-live date. Failure to do so may delay deployment.

6.3. The Licensee shall be responsible for managing and securing its own databases in the Staging and Production environments. The Licensor will not access or store live transaction data.

6.4. Any changes in infrastructure, environment configuration, or credentials must be communicated in writing and confirmed by both Parties.

  1. SUPPORT AND SERVICE LEVELS

7.1. The Licensor shall provide technical support services during regular business hours: Monday through Friday, from 9:00 a.m. to 6:00 p.m. EET. Support inquiries may be submitted via email or through designated communication channels agreed upon by the Parties.

7.2. The Licensee may also access publicly available support resources, including the Knowledge Base and an AI-based help assistant provided by the Licensor.

7.3. The Licensor shall prioritize support tickets based on the severity of the reported issue, with critical production issues receiving top priority. The following response targets shall apply:

  • Critical issues in Production: Initial response within 4 business hours; resolution or workaround within 1 business day.
  • Non-critical issues in Production: Response within 1 business day; resolution within 5 business days.
  • Issues in Development or Pre-Production: Response within 2 business days; resolution within 10 business days, unless otherwise agreed.

7.4. Support services do not include implementation assistance, training, or professional services. Such services may be offered under separate agreements and shall be subject to additional fees.

  1. SOFTWARE UPDATES

8.1. The Licensor will, from time to time, release updates to the Software, including improvements, bug fixes, and new features. Updates may be released at the Licensor’s discretion, with no obligation to maintain any specific update frequency.

8.2. The Licensee will be notified of updates through Release Notes distributed via email. Updates to Development and Pre-Production environments may be applied without prior notice. Updates to the Production environment shall be scheduled in coordination with the Licensee.

8.3. The Licensee is responsible for reviewing Release Notes and ensuring compatibility with its configuration. Software updates may require irreversible database migrations; the Licensee is advised to perform proper backups.

  1. FEATURE DEVELOPMENT REQUESTS

9.1. The Software is licensed “as is.” The Licensor is under no obligation to develop custom features, enhancements, or integrations upon request.

9.2. Should the Licensor agree to implement a feature at the Licensee’s request, such development will be subject to a separate implementation fee. All resulting code and features shall remain the sole property of the Licensor and may be made available to other clients.

9.3. The Licensor reserves the right to determine its product roadmap and development priorities at its sole discretion.

9.4. Depending on the integrations required by the Licensee, the Licensee may be responsible for obtaining and providing any necessary access credentials, API keys, or configuration parameters associated with such integrations. This may include entering into separate agreements with third-party vendors in order to obtain the required data or access rights.

  1. CONFIDENTIALITY

10.1. Each Party acknowledges that, in the course of executing this Agreement, it may gain access to confidential information of the other Party.

10.2. Each Party agrees to maintain the confidentiality of such information and not to disclose it to any third party without the other Party’s prior written consent, except as required by law.

10.3. Confidential information does not include information that is or becomes publicly known through no breach of this Agreement, or that is independently developed without use of the disclosing Party’s confidential information.

  1. WARRANTIES AND DISCLAIMERS

11.1. The Licensor warrants that it has the legal right to grant the license under this Agreement.

11.2. The Software is provided “as is” without warranties of any kind, either express or implied. The Licensor disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

11.3. The Licensee assumes all responsibility and risk for use of the Software and acknowledges that the Software may not meet all the Licensee’s expectations or requirements.

  1. LIMITATION OF LIABILITY

12.1. To the maximum extent permitted by law, the Licensor shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including loss of profits, business interruption, or data loss, even if advised of the possibility of such damages.

12.2. The Licensor’s total cumulative liability arising from or relating to this Agreement shall not exceed the total subscription fees paid by the Licensee to the Licensor in the twelve (12) months preceding the claim.

12.3. The Licensee agrees to indemnify and hold harmless the Licensor from any third-party claims, liabilities, or expenses arising from the Licensee’s use of the Software or breach of this Agreement.

  1. PUBLICITY AND MARKETING

13.1. The Licensor may reference the Licensee’s use of the Software in its marketing materials, case studies, or promotional communications, provided that no confidential information is disclosed.

13.2. The Licensor shall allow the Licensee up to ten (10) business days to review any proposed marketing materials referencing the Licensee for factual accuracy.

13.3. The Licensee may be invited, but is not obligated, to provide testimonials or participate in interviews regarding the use of the Software.

13.4. The Licensor may continue to use already published marketing materials following the termination of this Agreement, unless otherwise agreed in writing.

  1. GENERAL PROVISIONS

14.1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, oral or written.

14.2. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3. Any notices under this Agreement shall be made in writing and sent to the official email addresses exchanged between the Parties. A notice shall be deemed delivered when sent, provided no error message is received.

14.4. Neither Party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control (force majeure), including but not limited to acts of God, governmental actions, war, terrorism, labor disputes, or internet outages.

  1. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. This Agreement shall be governed by the laws of England and Wales.

15.2. In the event of a dispute, the Parties shall first attempt to resolve it through good faith negotiations within thirty (30) calendar days of written notice.

15.3. If unresolved, the dispute shall be referred to and finally resolved by arbitration under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be London, United Kingdom. The language of arbitration shall be English.

  1. INFORMATION ABOUT LICENSEE AND SIGNATURES
Information about Licensee
Company name
Company address
Company registration number
Country of Company Registration
VAT (if applicable)
Director Name
Company Official Email
Telephone
Project Name

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date set forth below.

By signing this Agreement, the Licensee confirms that they have reviewed and fully accepted the terms and conditions contained in this Agreement and its Appendix, which together constitute a single legally binding document.

Licensor Licensee
By: _____________________ By: _____________________
Name: Pavlo Sidelov Name:
Occupation: Director Occupation:
Agreement Effective Date: 

 

APPENDIX A – SCOPE OF DELIVERY AND SUBSCRIPTION TERMS

A.1. SOFTWARE COMPONENTS

The Licensor shall provide the following core software components as part of the subscription:

  1. Back-End APIs

RESTful APIs to support all platform functionality.

API Reference: https://back-endapi.sdk.finance/swagger/ 

  1. Back-Office Admin Panel

Web-based administrative interface for system configuration and operational management.

Demo: https://back-office.sdk.finance/sign-in 

  1. End-User Interfaces (Web / iOS / Android)

Mobile and web applications for customer interaction, including onboarding, KYC, and account operations.

Demo: https://sdk.finance/how-to-access-the-sdk-finance-mobile-app-demo 

  1. Merchant Portal
    Interface for merchants to manage payments and view transaction histories.

Demo: https://merchant.sdk.finance/sign-in 

A.2. INFORMATION REQUIRED FOR SETUP THE SYSTEM

For setup of DEV and PRE-PROD infrastructures Licensee have to provide the Licensor with the following information: 

  • Back-Office + Merchant Portal
    • Project name (to be used in the domain)
    • SMTP server: Username, Password, Server, Port. If not provided – the email notifications will be off.
    • SMS service provider credentials (if relevant) – if not provided sms features will be off.
    • Logo – in sizes: M: 100 * 15 pixels, L: 220 * 32 pixels.
    • Main colour: in hex or RGB format.
    • Favicon
  • End-User Interfaces (Web / iOS / Android)
    • Logo 1024×1024 (.png) with transparent background.
    • Main colour: in hex
    • Favicon (using for web)
    • Project name (display on ui)
    • Package name. Example: com.sdkfinance.fintechapp (must be uniq),
    • Schema name. Example:  com.sdkfinance.fintechapp (must be uniq)
    • Google Play Developers account, AppStore developers admin-level account access
    • Terms and conditions (for all locales)
    • For push notifications: logo 96x96px format:png, color: white

For setup of LIVE infrastructure Licensee have to provide the Licensor with the following information:

  • Wildcard SSL certificate.
  • Certificate chain and Certificate key for the domain.
  • SES credentials for sending emails or SMTP credentials.
  • Private VPS ID and owner ID.
  • PostgreSQL credentials (Host, login, password).
  • MongoDB credentials (Host, login, password).
  • SNS credentials for sending SMS, if applicable.

The Licensee shall provide all necessary materials in a timely and complete manner to enable these customizations.

A.3. SUBSCRIPTION TERMS SUMMARY

  • Setup Fee: €10,000 (non-refundable; includes first 3 months of access)
  • Monthly Subscription Fee (starting month 4): €5,500 + Transaction Fe €0.05 per successful fund action (e.g., deposit, transfer, withdrawal)
  • Payment Terms: Monthly invoices, payable within 20 calendar days
  • Minimum Term: 12 months from Effective Date
  • Reactivation Fee (after suspension): €2,500
  • New Setup Fee (after deletion): €5,500
  • Refund Policy: All fees are non-refundable

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End of Agreement