Asima Master Services Agreement

Version 1.10 [1.1] 01.12.2025

Wonderful Payments Limited trading as Asima

Registered in England and Wales | Company No: 12601267
Registered office: 41 Luke Street, London EC2A 4DP
Financial Services Registration Number: 964289
Email: hello@asima.co.uk | Web: https://asima.co.uk

1. Introduction and structure

1.1 This Master Services Agreement (“Agreement”) sets out the terms on which Wonderful Payments Limited trading as Asima (“Asima”, “we”, “our” or “us”) provides Open Banking and payment infrastructure services to our enterprise customers (“Customer”, “you”, “your”).

1.2 This Agreement is incorporated by reference into each Service Agreement or Order Form executed by the Customer through Signwell or another approved platform. Each executed Order Form forms a separate contract subject to this Agreement.

1.3 The Agreement comprises:

this Master Services Agreement;
the Customer’s signed Order Form (or Service Agreement);
the policies and documents referenced herein, including Asima’s Privacy Policy and Data Processing Agreement at https://asima.co.uk/legal/data-processing; and
any Schedules published or referenced from time to time.

1.4 If there is any conflict between these documents, the following order of precedence applies: (a) the Order Form, (b) this Master Services Agreement, (c) the Data Processing Agreement, (d) any applicable policy or schedule.

2. Services and obligations

2.1 Asima provides account information services (AIS) and/or payment initiation services (PIS) through secure application programming interfaces (APIs) and related infrastructure.

2.2 We will perform the Services with reasonable skill and care and in accordance with applicable laws, including the Payment Services Regulations 2017 and PSD2.

2.3 Asima is authorised and regulated by the Financial Conduct Authority (FRN 964289) as a Payment Institution. We shall maintain this authorisation while providing regulated services.

2.4 We may make changes to the Services that are required by law or regulator, or that do not materially reduce the functionality of the Services.

3. Customer responsibilities

3.1 You shall use the Services only for lawful business purposes and in accordance with this Agreement, the Order Form, and any technical documentation we provide.

3.2 You must maintain appropriate security and access controls for your systems, API credentials and user accounts.

3.3 You are responsible for obtaining all necessary permissions and consents from your end users for the use of their data through Open Banking APIs.

3.4 You shall not reverse engineer, copy, or resell any part of the Services without our written consent.

3.5 Where the Customer is, or is being onboarded with the intention of becoming, an "Agent" of Asima under Asima's FCA permissions, the Customer shall comply with all obligations reasonably required by Asima to support the FCA's requirements for agent oversight, including but not limited to: (a) providing all information, documentation and declarations requested by Asima for the purposes of Asima's regulatory obligations; (b) cooperating fully with any due-diligence, risk assessment or validation process; and (c) ensuring the accuracy, completeness and ongoing validity of all information supplied to Asima and/or the FCA.

3.6 The Customer shall comply with Asima's Code of Conduct (as amended from time to time), including all standards relating to integrity, financial-crime prevention, consumer protection, operational resilience, and the maintenance of trust in the UK financial ecosystem.

3.7 The Customer shall make available its relevant staff for mandatory training required by Asima, including AML/CTF, financial-crime prevention, safeguarding, conduct risk, operational procedures, and any additional areas notified by Asima to meet ongoing regulatory obligations. Failure to complete training within the timelines notified by Asima shall constitute a material breach.

3.8 The Customer acknowledges that any failure to comply with FCA rules relevant to agent activities, including conduct rules, reporting requirements, record-keeping duties, or financial-crime prevention obligations, may result in immediate suspension or termination as set out in clause 14 below.

4. Charges and payment

4.1 Charges are as set out in your Order Form and in Asima Standard Pricing, available at https://asima.co.uk/standard-pricing.

4.2 All amounts are exclusive of VAT and any applicable taxes.

4.3 Invoices are issued monthly in advance and are payable via Open Banking payment link.

4.4 Payment is due within 14 days of invoice date unless otherwise specified. Late payments may incur interest at 8 percent above the Bank of England base rate.

4.5 If a payment is more than 14 days overdue, we may suspend the Services after written notice has been sent to you by email.

4.6 After the initial term, Charges will revert to the current Standard Pricing with at least 30 days’ written notice.

Agent Appointment Fee

4.7 Where the Customer applies to become an Asima Agent under Asima's FCA permissions, the Customer shall pay an Agent Appointment Fee ("Agent Fee"), the amount of which shall be specified in the Order Form or otherwise notified by Asima. The Agent Fee is a charge representing the administrative, operational, ongoing monitoring and compliance-related activities undertaken by Asima in connection with the Customer's agent appointment and supervision.

4.8 The Agent Fee is payable in full prior to Asima submitting the Customer's details to the FCA. The Agent Fee is strictly non-refundable under any circumstances, including where: (a) the Customer withdraws its application; (b) the Customer fails to satisfy FCA requirements; or (c) the FCA rejects the application for any reason. The Customer acknowledges that Asima does not control and cannot guarantee any outcome of the FCA's approval process.

4.9 The Customer acknowledges that Asima shall only progress agent applications where, in Asima's reasonable assessment, the Customer is likely to meet FCA requirements, but that this does not constitute a warranty, representation or guarantee of approval by the FCA.

5. Term, renewal and termination

5.1 Each Order Form will state the initial term. Unless terminated in accordance with this clause, the Order will renew automatically for a successive 12-month period.

5.2 Either party may terminate by giving at least 30 days’ written notice to expire at the end of the current term.

5.3 Either party may terminate immediately if the other commits a material breach that is not remedied within 30 days of notice, or becomes insolvent.

5.4 Asima reserves the right to suspend or terminate this Agreement, in whole or in part, with immediate effect if required to do so by applicable law, regulation, court order, or at the direction of a competent regulatory authority, or where such suspension or termination is reasonably necessary to protect the security, integrity, or proper functioning of its systems, network, or services.

5.5 Upon termination or expiry of this Agreement for any reason, all fees, charges, and other amounts accrued or incurred up to and including the effective date of termination shall remain immediately due and payable by the Client, without set-off, counterclaim, or deduction, and no refund shall be due for any prepaid amounts unless otherwise expressly agreed in writing by Asima.

6. Confidentiality

6.1 Each party shall keep confidential all information of the other that is marked or reasonably understood to be confidential and use it only to perform its obligations under this Agreement.

6.2 This clause does not apply to information that is publicly available through no fault of the recipient, already known to it without obligation of confidence, or required to be disclosed by law or regulator.

7. Data protection

7.1 Both parties will comply with applicable data protection laws, including the UK General Data Protection Act 2018.

7.2 The Customer is the Data Controller and Asima is the Data Processor as defined by the UK GDPR.

7.3 Processing of Personal Data by Asima is governed by the Asima Data Processing Agreement at https://asima.co.uk/legal/data-processing, which forms part of this Agreement.

7.4 Each party shall implement appropriate technical and organisational measures to protect Personal Data and shall promptly notify the other of any data breach involving Personal Data processed under this Agreement.

8. Intellectual property

8.1 All intellectual property rights in the Services, software, documentation and materials belong to Asima or its licensors.

8.2 Subject to the terms and conditions of this Agreement and the applicable Order Form, the Customer is hereby granted a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services solely for its own internal business purposes and only during the term specified in the relevant Order Form. All rights not expressly granted to the Customer are reserved by Asima.

8.3 All rights in Customer data remain the property of the Customer.

9. Audit, compliance and regulatory cooperation

9.1 Asima will maintain appropriate records to demonstrate compliance with its obligations under this Agreement.

9.2 Upon reasonable notice, the Customer may request summaries of Asima’s most recent security attestations or certifications to satisfy its audit requirements.

9.3 Asima shall provide reasonable cooperation with regulators or supervisory authorities in connection with the Services.

9.4 Where the Customer is acting or intends to act as an Asima Agent, Asima reserves the right to conduct regular audits, inspections, reviews or assessments of the Customer's operational, AML/CTF, financial-crime, compliance, reporting and governance controls. These may be carried out by Asima or by a third party appointed by Asima.

9.5 The Customer shall provide Asima, on request and without delay, with any documentation, records, explanations, reports, logs, training evidence or other information that Asima reasonably requires to satisfy its regulatory, supervisory or compliance obligations under applicable law or FCA rules.

9.6 Any failure by the Customer to provide requested information, or any identified material deficiency, shall entitle Asima to impose restrictions, additional monitoring requirements, suspension of certain privileges, or immediate termination under clause 14.

10. Liability and indemnity

10.1 Asima’s total aggregate liability arising out of or in connection with this Agreement is limited to the total fees paid by the Customer in the 12 months preceding the event giving rise to liability.

10.2 Neither party is liable for loss of profits, loss of revenue, loss of goodwill or for indirect or consequential losses.

10.3 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

10.4 Each party will indemnify the other against claims arising from its breach of applicable laws or third-party intellectual property rights.

11. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, acts of government, regulatory action, or telecommunications failures.

12. Notices and variations

12.1 Notices under this Agreement must be in writing and sent by email or recorded delivery to the addresses set out in the Order Form or as updated by notice.

12.2 Email notice is deemed received on the next Business Day after sending if no delivery failure message is received.

12.3 Asima may update this Agreement or any referenced policy from time to time by publishing a new version at https://asima.co.uk/legal/master-services-agreement. Such updates take effect 30 days after publication. Continued use of the Services after that period constitutes acceptance of the updated terms.

13. Governing law and jurisdiction

This Agreement and any dispute or claim arising from it is governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.

14. Appointment as Asima Agent and FCA Requirements

14.1 This section applies where the Customer is, or is being considered for appointment as, an agent of Asima under Asima's FCA authorisation for Payment Services.

14.2 The Customer acknowledges that its role as an agent is subject to ongoing compliance with:

(a) the Payment Services Regulations 2017;

(b) FCA rules, guidance and expectations;

(d) all applicable financial-crime, AML/CTF, fraud-prevention and reporting obligations.

14.3 Asima may decline to submit, withdraw, or pause the Customer's agent application at any stage where Asima considers, acting reasonably, that:

(a) information provided is incomplete, inaccurate or inconsistent;

(b) the Customer is not suitable for approval under FCA requirements;

14.4 The Customer agrees to ongoing oversight by Asima and shall:

(a) cooperate with any review, audit or interview conducted by Asima or the FCA;

(b) maintain complete and accurate records demonstrating compliance at all times;

(c) notify Asima immediately of any issue affecting its suitability as an agent, including investigations, adverse media, enforcement actions, or material breaches of law.

14.5 The Customer shall ensure that all relevant staff complete mandatory training issued by Asima within the timelines specified. Asima may require refresher or remedial training at its discretion.

14.6 Asima may immediately restrict or suspend the Customer's ability to act as an agent where:

(a) training is not completed;

(b) an audit reveals non-compliance or material weakness;

(d) the Customer's conduct creates or may create unacceptable regulatory risk.

14.7 In addition to any other right of termination, Asima may terminate the Customer's agent status—and where necessary, the Agreement—with immediate effect where:

(a) the Customer fails to meet mandatory FCA or regulatory requirements;

(b) the FCA directs, recommends or suggests termination;

(d) Asima identifies material AML/CTF or financial-crime deficiencies;

(e) the Customer acts in a manner that could undermine market integrity or Asima's regulatory permissions.

Schedule A – Service description (general)

Asima provides Open Banking connectivity and payment infrastructure enabling regulated Account Information and Payment Initiation Services via secure APIs. The Services may include:

API access for AIS and PIS as set out in your Order Form;
onboarding and technical integration support;
monitoring and reporting dashboards;
regulatory and security compliance aligned to FCA and Open Banking standards.

Schedule B – Acceptable use policy

The Customer shall not:

use the Services for any illegal or fraudulent purpose;
attempt unauthorised access to Asima’s systems or data;
introduce malicious code or disrupt the integrity of the Services;
exceed agreed API rate limits or use the Services in a manner that degrades performance for others.