Asima Master Services Agreement
Version 1.00 22/10/2025
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.
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 or Direct Debit only.
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.
4.6 After the initial term, Charges will revert to the then-current Standard Pricing with at least 30 days’ written notice.
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 successive 12-month periods.
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 may terminate or suspend immediately if required by law, regulator or for security reasons.
5.5 Upon termination, all fees due up to the termination date remain payable.
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 GDPR and 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 The Customer is granted a non-exclusive, non-transferable licence to use the Services for its internal business purposes during the term of each Order Form.
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.
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.
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.