Circular App Limited
Company No. 3527138
(Registered in England and Wales)

Terms of Use

1. Definitions

Access Codes: Any secret alphanumeric characters used to access and transact on the Software, including the User’s personal identification number (PIN), biometric PIN equivalent, phone number, email address, password, username, or App digital identity code.

Application: The Software used on a User’s Device to transact, engage, interact, and communicate within the Communities.

App Store: The Device’s application store provided by Apple, Google, or Huawei, from which the User downloads the App.

Terms of Use Agreement: This Agreement between the Circular and the User.

Applicable Laws: Whenever updated:

• All laws, ordinances, constitutions, regulations, statutes, statutory instruments, treaties, or by-laws.
• Policies, directives, rules, codes of practice, or other instructions issued by any relevant UK regulatory authority.
• Any instruments having the force of law.
• Common law, judgments, orders, or decrees, as they pertain to the User’s and the Company’s obligations under these Terms of Use.

Community: Any natural person, organization, legal entity, or group registered on the Software to advance, establish, and manage a particular initiative, each with its own distinct focus and purpose.

Cookie: Also known as browser cookies or tracking cookies, small, often encrypted text files located in browser directories, used by web developers to help Users navigate websites efficiently and perform certain functions.

Device: Any electronic equipment that sends, receives, or processes electronic data, including but not limited to mobile phones, desktops, laptop computers, or tablets connected to the Software.

Digital Wallet: The digital wallet that contains monies due to a User to transact on the Software (if available in the User’s region and/or country).

Intellectual Property: All intellectual property, whether registered or not, including but not limited to:

• Trade names, logos, patents, inventions, goodwill, trademarks, know-how, designs, copyright.
• Source codes, trade secrets, concepts, ideas, methods, specifications.

Intellectual Property Rights: All rights in and to Intellectual Property.

Merchant: The purchase of goods or services from a third-party and/or Community registered and approved on the Software.

Personal Information: Information about an identifiable, natural, or juristic person, including but not limited to information about race, gender, marital status, nationality, ethnic or social origin, sexual orientation, age, physical or mental health, religion, belief, disability, language, birth, education, identity number, telephone number, email, postal or street address, location through your Device’s GPS, biometric information, financial, criminal, or employment history, as well as correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence.

Profile: The digital identity the User creates when registering on the Software. The User will get a digital identity code for the secure login process.

Purchase: The purchase of goods or services from a Merchant on the Software.

Sanctions: Any restrictions set by a Sanctioning Body, including but not limited to diplomatic, travel, trade, or financial sanctions or embargoes.

Sanctioned Entity:

• In the case of a juristic person, any person who (i) owns or controls it; or (ii) it owns or controls (and for these purposes, owns means holding any percentage of ownership or beneficial interest and controls means the ability, directly or indirectly, and whether through the voting of shares, the appointment of directors or similar officers, or through any other means, to control the business or policy of the juristic person).
• In the case of any country, its ministries, departments, agencies, or any other governmental organizations, listed on any Sanctions List or who is subject to any Sanctions.

Sanction List: Any list of Sanctioned Entities published by a Sanctioning Body.

Service: The Software including but not limited to the following functionality:

• Communication
• Messaging
• Event Management
• Engagement
• Collections
• Safety
• Support
• Networking

Software: The Applications, the online websites, and portals provided to the User by Circular.

The Company: Circular App Limited, including its subsidiaries and affiliates, a company registered in accordance with the laws of England and Wales, with Company number: 13527138.

Terms: The Terms of Use set out in this document.

Transaction or transact: Any actions executed on the User’s behalf using the Software including but not limited to any interaction, engagement, communication, or any commercial transaction.

User: A natural person or legal entity who registered on the Software.

Website: The Company’s website at https://www.circularapp.io.

You or your: The User as defined in the point above.

In this Agreement, unless inconsistent with the context, words referring to:

• One gender includes a reference to the other gender and vice versa;
• The singular includes a reference to the plural and vice versa; and
• Natural persons include a reference to juristic persons and vice versa.

2. Overview

The User acknowledges and agrees to the Terms of Use by using the Service. The Terms of Use constitute a binding contract between the User and the Company (“The Agreement”) and govern the use of the Service offered by the Company, but in no way regulate the relationship between the User, Community, other Users, and/or third-party providers nor create any rights and/or obligations between the Users, Community, other Users, and/or third-party provider.

Any amendments and updates to the Terms will be posted on the Software and where possible, Users will be notified of such changes.

The Terms of Use are effective from the date on which you register on the Software and continue until the date the service is canceled, unless otherwise specified in other provisions of these Terms of Use.

It is the Users’ responsibility to ensure that they are fully acquainted and familiar with the Terms of Use, and by using the Service the User agrees to be bound to this Agreement and to any other Terms of Use applicable from time to time.

Should the User have any query regarding the Terms or require clarification or advice, kindly email the request to [email protected].

3. Registration

Registering a new account

To use the Service, the User must register by following the prompts displayed on the Software. The User consents to the processing of personal data in accordance with GDPR (refer to clause 14. Data Protection).

During the registration process, the User may be required to enter the following details:

• First name
• Last name
• Mobile number
• Email address
• Date of birth
• Physical address details
• Postal address details
• Payment card details
• Bank account details

In the event where the User’s registration information is inaccurate or incomplete, the User will be required to update such information upon request.

A User may only register and operate a single account.

The Company reserves the right to suspend duplicate accounts.

The User hereby consents to the Company conducting all and any background checks, including but not limited to Credit Bureau checks, in order to carry out its KYC requirements.

4. Passwords and security

The account registration process will use mobile numbers and/or usernames and passwords for account security purposes.

The User must keep this information secret. Any actions carried out through the account will stand if the username and password have been entered correctly.

Should any User give away, share, or lose his/her account number and/or password, the Company will not be held liable for any claims that may result from, or regarding that account.

The User is solely responsible for their account transactions and should keep their account information strictly confidential.

The User shall select a secret PIN number. The User agrees not to disclose and/or physically and/or digitally record or reproduce this PIN number. Any flow of funds shall require the input of the User’s PIN number. By inputting this PIN number, the User hereby acknowledges that they are freely, voluntarily, and without any legal obligation to do so, consenting to the Company, and the flow of funds thereafter.

If the User’s Device is lost or stolen, or is no longer in the User’s possession, the User must immediately contact the Company at [email protected], to delete or lock the User’s Profile.

The Company is committed to providing secure Services. Only our authorized employees or agents have access to information related to the Software.

5. Accuracy

The User is required to keep registration details up to date at all times. If the User changes their address, email, phone number, or any other contact details or personal information, the User must update their account information. Failure to update information may result in account suspension.

6. Refusing, suspending, and closing accounts

The Company reserves the right at its sole discretion to refuse to register a User or elect to de-register, exclude, cancel, or suspend a User from the Service at any time, for any reason or for no reason whatsoever. The User has the right to appeal decisions to refuse, suspend, or close accounts.

The User acknowledges that the Company has no obligation whatsoever to provide prior notice of the decision to refuse, de-register, exclude, cancel, or suspend a User.

If the Company de-registers, excludes, cancels, or suspends a User, the Company shall have the unlimited right to:

• Establish the specific criteria the User must comply with, in order to be allowed access to the Service (and the User’s account, if applicable); and
• Furnish information about the User to law enforcement agencies (if the reason for such termination, de-registration, exclusion, cancellation, or suspension was fraud or some other form of illegal misconduct). The User hereby irrevocably authorizes the Company to do so in its absolute discretion.

This agreement between User and the Company may be terminated by the User at any time. The User must notify the Company at [email protected] to close the account.

The Company will use all reasonable efforts to close the User’s account within 10 business days from receiving the notification and after payment of any outstanding fees and/or costs by the User for the Services.

7. Warranties by the User

The User represents and warrants that:

• The User is authorized to accept these Terms.
• The User has full contractual capacity, and no court has declared the User mentally unfit.
• The User is 18 years of age or older and of full legal capacity. If the User is under the age of 18 years or does not have full legal capacity to act, the User may only use the Software with the involvement and supervision of the User’s parent or legal guardian. If the User’s parent and/or legal guardian gives the User consent, then the User agrees to be bound by the Terms of Use and to be liable and responsible for all the User’s legal obligations under the Terms.
• The User is not, and will not be, a Sanctioned Entity.
• The User is not being investigated for any activities relating to Sanctions.
• The User will comply with all applicable laws and regulations.
• The User is not engaged in illegal or harmful activities, or promotes or endorses discrimination, violence, or hate speech. This includes but is not limited to the distribution of extremely sexually explicit materials, gratuitous violence, or hate speech based on race, sex, gender, religion, nationality, disability, sexual orientation, or age.
• The User has given the Company accurate and factual information.
• The User has read, understands, and accepts the Terms of Use.

8. Fees and Costs

Subscription fees

The services are offered on a monthly subscription basis. This means that the Community pays a recurring fee each month to allow registered Users to access the Community and its services.

All subscription fees are stated in United States Dollars (USD). This means that all subscription fees will be charged in USD, regardless of the country or region where the transaction takes place.

Circular shall not be held liable for any fluctuations in the exchange rate.

All fees and costs exclude any taxes and government-related levies.

Refer to clause 9. Billing.

Digital Uploads

(if available in the User’s region and/or country)

Digital wallet uploads via the User’s debit card and/or credit card will attract a service fee. The service fee covers the costs associated with the third-party payment gateway, which processes payments on behalf of the Company.

The service fee charged is available on the Software.

Digital Wallet Withdrawals

(if available in the User’s region and/or country)

Digital wallet withdrawals will be made via electronic funds transfer (EFT) directly into the User’s bank account.

The Company processes withdrawals on Wednesday and Friday each week at 14:00.

The processing time for withdrawals is between 2 to 3 business days to reflect in the User’s bank account.

Withdrawals will only be made in the name of the account holder and not to any third party, under any circumstance.

Digital wallet withdrawals will attract a service fee. The service fee charged is available on the Software.

The Company reserves the right to claim back any Digital wallet withdrawals made in error.

For Digital wallet withdrawals, the User must comply with KYC requirements and provide proof of identity and confirmation of banking details.

The Company reserves the right to undertake reasonable due diligence to verify the validity of the User’s bank account as a pre-condition to processing wallets withdrawals.

Circular shall not be held liable for any fluctuations in the exchange rate.

All fees and costs exclude any taxes and government-related levies.

Circular reserves the right at its own discretion to amend and change the Service Fees and Costs charged. Any amendments to the Service Fees and Costs will be posted on the Software, and where possible the User will be notified of such changes via email.

9. Billing

1st billing cycle

When a Community subscribes for the Service, the Community will be charged immediately for the first billing cycle. This is based on the day you sign up for the service.

Monthly subscription

For example: If a Community signs up on 4th July 2024, the Community will be charged immediately for the period from 4th July 2024 to 3rd August 2024. The Community will then be billed again on 4th August 2024.

Yearly subscription

For example: If a Community signs up on 4th July 2024, the Community will be charged immediately for the period from 4th July 2024 to 3rd August 2025. The Community will then be billed again on 4th August 2025.

Recurring billing cycle

After the 1st billing cycle, Circular will charge the Community at the beginning of each subsequent billing cycle. Based on the example above, the 4th August 2024 for monthly subscriptions and the 4th August 2025 for annual subscriptions.

Upgrades

When the Community upgrades their subscription plan, they will be charged a prorated amount based on the remaining period of the current billing cycle. The prorated amount is calculated by subtracting the cost of the current subscription plan from the cost of the upgraded plan, divided by the number of days in the billing cycle, and then multiplied by the number of days remaining in the billing cycle.

The prorated charge for the upgrade will be charged immediately upon the Community upgrade.

Downgrades

The prorated credit for the downgrade will be applied to the Community’s account immediately upon the downgrade. This credit will be used to offset future billings.

Cancellations

The Community may cancel their subscription at any time. Cancellation will take effect at the end of the current billing cycle, therefore at the end of the next billing cycle.

No refunds will be provided for any unused days of the subscription period following cancellation.

10. Transacting through the Software

The Company will act on instructions that have been sent by the User.

The User must ensure that all Transaction information is correct.

Once submitted, the Transaction cannot be reversed.

The User should only use the Software on a device for which it is intended.

The Company will process the User’s Transactions in real-time.

Standard data costs will be charged by the User’s data provider when the User transacts on the Software.

All transactions on the Software between the Community, the Users, and/or any third-party providers are solely between the respective parties involved. Circular serves as a facilitator of these transactions and does not assume any responsibility or liability for the actions, products, services, or content provided by these Communities, the Users, and/or any third-party provider.

Independent transactions

Any agreement or contract formed between Community, the Users, and/or any third-party provider is strictly between the involved parties. Circular does not become a party to such agreements or contracts.

No liability for non-delivery

Circular shall not be held liable for any non-delivery, delays, inaccuracies, or incomplete deliveries of products or services transacted on the platform. The responsibility for ensuring the fulfillment of the terms of any transaction lies with the parties involved in the transaction.

Dispute resolution

In the event of a dispute arising from a transaction conducted on the platform, the parties involved are responsible for resolving the dispute among themselves. Circular shall not mediate or be held liable for any such disputes.

No endorsement

Circular does not endorse, guarantee, or warrant the products or services offered by the Community, the Users, and/or any third-party provider. Any reliance placed on such products or services is strictly at the User’s own risk.

Indemnification

The User agrees to indemnify and hold harmless Circular, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, or costs (including legal fees) arising out of or related to any transactions or disputes with other community members, users, or third-party providers.

11. Know Your Client (KYC)

In order to combat financial crimes such as money laundering, tax evasion, and terrorist financing activities and to identify suspicious transactions on the Software, Users agree to comply with the Company’s KYC policies and requirements.

All Users requesting a withdrawal must submit and provide proof of identity and confirmation of banking details.

12. Software and Hardware

The User must use a compatible Device for the Software and ensure that the latest version of the Software is installed. All updates will be made available through the Software. Failure to use the latest version may result in the Service not functioning properly and could pose security risks or data breaches, for which the Company shall not be held liable under any circumstances.

13. The Rights of the App Store

The User acknowledges and agrees that:

• These Terms of Use are entered into between the User and the Company. Since the App is made available through the App Store, the App Store is a third party under these Terms and will also have the right to enforce the Terms against the User.
• To the maximum extent allowed by law, the App Store does not give or enter into any warranty, condition, or other term in relation to the App and will not be liable to the User for any claims, losses, costs, or expenses of whatever nature in relation to the App or as a result of you or anyone else using the app or relying on any of its content.
• Any claims relating to the license to the App, possession, or use of the App are between User and the Company (and not between User, or anyone else, and/or the App Store), including but not limited to, product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement and claims under consumer protection legislation.
• If any claim by a third party that the User’s possession or use (in line with these Terms) of the App infringes any Intellectual Property Rights, the App Store will not be liable to the User in relation to that claim.

14. Data Protection

The User consents to the Company collecting Personal Information and where lawful and reasonable, from public sources for credit, fraud, and compliance purposes, as well as the purposes set out below.

If the User gives Personal Information about or on behalf of another User, the User confirms that they are authorized to: (a) give the Company the Personal Information; (b) the Users consents on behalf of the other User to the Processing of the User’s Personal Information, specifically any cross-border transfer of Personal Information into and outside the country where the products or services are provided; and (c) to receive any privacy notices on other Users’ behalf.

The User consents to the Company Processing Personal Information:

• To open, administer and operate the User’s Profile and the Software.
• To provide products and services to the User which are linked to the User’s Profile and Software and any other products and services for which may apply.
• To register the User for the Software and provide the User with Access Codes.
• To provide information to any third party who works with the Company where applicable.
• To analyze information to identify possible markets and trends and develop new products and services.
• To comply with any applicable laws.
• To carry out statistical and other analyses to identify potential markets and trends, evaluate and improve the business (this includes improving existing and developing new products and services).
• In countries outside the country where the products or services are provided. These countries may not have the same data protection laws as the country where the products or services are provided. Where possible the Company will ask the receiving party to agree to our Privacy Policies.
• By sharing the User’s Personal Information with any Merchant with whom the User Transacts, any regulatory authority, other financial institutions, or other entities aimed at preventing or combating fraud and other Prohibited Activities; by sharing The User’s Personal Information with our third-party service providers, locally and outside the country where the products or services are provided. The Company asks third-party service providers who provide services to the Company to agree to the Company’s privacy policies, if these third-party service providers need access to any Personal Information to carry out the services.
• The Company uses “Cookies” to identify the areas of the Software that User has visited. The Company uses Cookies to enhance the performance and functionality of the Software. However, without these cookies, certain functionality may become unavailable to the User. If Cookies are set to be disabled, the User may not be able to access functionality on the Software correctly or at all.

It is important that the Users read the Privacy Policy together with these terms.

15. Intellectual Property

Subject to any Intellectual Property Rights held by any other third parties, the Company keeps all Intellectual Property and Intellectual Property Rights, all content (including, all proprietary information, trademarks, and copyright in any logos and other devices or storage media) in or sent to, through, and from the Software save where otherwise indicated in writing by the Company.

The Company grants the User a non-assignable, non-sub-licensable, non-transferable, non-exclusive license to use the Software, which may include updates and/or upgrades, only for purposes outlined in these Terms and for no other purposes.

The User will be asked to accept any additional terms through the Software when applicable.

The Software is licensed to the User only and the User will not grant any rights of use or any other rights in respect of the Software or any Intellectual Property Rights in it to any other person.

The license granted to the User will start when the User registers on the Software and will continue until it is terminated in line with these Terms, which will result in the cancellation of the User’s access to the Software. On termination of the license granted in these Terms, for any reason, the User must immediately stop all use on the Software.

Certain content available on the Software may include content that belongs to third parties. The Company may provide links to third-party, such as the Merchants, as a convenience to the User.

The User agrees that the Company is not liable for any of the following:

• The content or the accuracy of any such content belonging to third parties, including, but not limited to any Merchants, featured on the Software.
• Any content featured on the third-party websites that are accessed through the links found on the Software.

The User may not copy, republish, distribute, adapt, modify, alter, de-compile, reverse engineer, or attempt to derive the source code of or create a derivative of works or otherwise attempt to reproduce the Software, its contents, including any Intellectual Property therein, its design, any updates to the Software and/or any proprietary features in relation to it, or any parts of it. This prohibition extends to any and all content belonging to third parties that are found on the Software and/or any content featured on the third-party websites which are accessed through links that are found on the Software. You may not sub-license such third-party content, including Intellectual Property Rights associated with it.

The User acknowledges that:

• The User will in no way represent that the User has any rights of any nature in any current and future Intellectual Property belonging to the Company and/or any third parties featured on the Software;
• The User will not use the Company’s and/or any third party that is featured on the Software current and future Intellectual Property in any manner whatsoever or any other Intellectual Property which is identical, similar, and/or confusingly similar thereto in any country;
• The User will not apply for or obtain registration of our and/or any third party that is featured on the Software current and future Intellectual Property or any other Intellectual Property which may be confusingly similar thereto in any country;
• The User will not challenge our and/or any third party that is featured on the Software rights to its current and future Intellectual Property in any country;
• The User will not do, or omit to do, or cause to be done any act or thing which would be expected to weaken, damage, be detrimental to, or in any way impair or tend to impair the Company’s and/or any third party that is featured on the Software current and future Intellectual Property or the reputation and goodwill associated therewith or us and/or any third-party featured on the Software, or which would be expected to jeopardize or invalidate any registration of our and/or any third party that is featured on the Software current and future Intellectual Property; and
• The User will not use, register, or attempt to register as trade names, corporate names, business names, logos, domain names, meta-tags, meta descriptors, electronic mail (e-mail) addresses, server names, or search-engine markers anything that is identical to, contained in whole or in part, or is otherwise confusingly similar to our and/or any third party that is featured on the Software current and future Intellectual Property in any country.

The User may not establish a hyperlink, frame, metatag, similar reference, whether electronically or otherwise, or any other reference to the Software without our prior written consent.

The User indemnifies the Company against all actions, claims, costs, demands, expenses, and other liabilities suffered or incurred by us as a result of any third-party claims initiated and/or instituted against us relating to your unauthorized use of the Software, the content thereon and/or any other Intellectual Property and Intellectual Property Rights flowing from the foregoing.

Any breach of the terms under this clause 14 entitles the Company, in addition to the Company’s normal common law remedies, to take legal action without prior notice and the User agrees to reimburse the costs associated with such legal action to us on an attorney and own client scale.

16. Sanctions

The User must not:

• Use the Software to finance any Sanctioned Entity.
• Act in a way that benefits a Sanctioned Entity;
• Be involved in any Prohibited Activities; or
• Use any product or service provided by the Company for any Prohibited Activities.

The User must let the Company know immediately in writing, when the User is aware of being investigated for any activities relating to Sanctions.

The User is responsible, and indemnifies the Company against all and any fines, penalties, losses, damages, costs, actions, proceedings, claims, or demands (Losses) which the Company may suffer because:

• Funds are seized or withheld by any Sanctioning Body or any other third party (including by the Company); or
• The User breaches this clause 15.
• If the Company knows or suspects that the User is in breach of this clause 15 or the User is about to become subject to Sanctions, the Company can immediately, at its sole discretion:
  • Close, restrict activity, or suspend access to the Software and any other product or service the Company provides; and/or
  • Cancel these Terms and/or any other relationship which the Company has with the User.

The Company is not responsible to the User for any losses that the User may suffer as a result of the cancellation of the User’s account.

17. Disclaimers

The User uses the Software at the User’s own risk.

The Software is provided to the User “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its subsidiaries, affiliates, and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of the course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, systems, or Services, operate without interruption, meet any performance or reliability standards, or be error-free or that any errors or defects can or will be corrected.

The Company, its employees, agents, and shareholders accept no responsibility or liability for any damages or loss that may result, or be alleged to have resulted, from the Service, the Software, or its contents including interruptions in transmission or operation, loss or corruption of data, failure of lines or any other communication medium, any User’s misuse.

The User indemnifies the Company for all losses or damages that the Company or any other person may suffer because of your use of the Software or because the User did not fulfill the obligations under these Terms or because funds are seized or withheld by any Sanctioning Body or any other third party (including by the Company).

18. Governing Law

This Agreement will in all respects be governed by and construed under English law.

The User agrees that all such claims and disputes will be heard and resolved in the jurisdiction of English courts. The User consents to the personal jurisdiction of such courts for this purpose and waives and agrees not to assert any objection to such proceedings in such courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum).

The User warrants that the use of the Service is lawful in the jurisdiction in which it is being used and hereby indemnifies and holds the Company harmless against all and any prosecution and/or claims that may arise out of the use of the Service in that jurisdiction.

19. Contact Information

If the User has any questions about the Terms of Use, Service, and Software, the User can email the Company at [email protected].