1.1HOPTRAIL LIMITED (Company Number: 13691065) is a company registered in England and Wales, whose registered office is at 10 John Street, London, WC1N 2EB (the "Supplier"). The Supplier's VAT number is 395 0633 80, and it operates the websites https://www.hoptrail.io and https://therabbithole.xyz/.

1.2To contact the Supplier, email us at info@hoptrail.io. How to give formal notice of any matter under the Contract is set out in clause 18.12.

2.1The definitions and rules of interpretation in this clause apply in this Contract.

2.2Clause, schedule and paragraph headings shall not affect the interpretation of this Contract. References to clauses and schedules are to the clauses and schedules of this Contract; references to paragraphs are to paragraphs of the relevant schedule to this Contract.

2.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.4Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular and a reference to one gender shall include a reference to the other genders.

2.5A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Contract and shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.

2.6A reference to writing or written includes email.

3.1These terms and conditions (the "Conditions") apply to the Order placed by the Customer and the supply of Services by us to you. These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.2To place an Order the Customer shall follow the onscreen prompts via https://therabbithole.xyz/. The Customer may only submit an Order using the method set out on https://therabbithole.xyz/. The Order is an offer by you to buy the Services specified subject to these Conditions.

3.3The order process allows the Customer to check and amend any errors before submitting the Order. As such the Customer shall check the Order carefully before confirming it and is responsible for ensuring that it is complete and accurate.

3.4The Supplier's acceptance of your order takes place when the Order Confirmation is sent, at which point and on which date the Contract between you and us will come into existence (the "Effective Date"). If the Supplier is unable to supply the Customer with the Services for any reason, the Supplier will inform the Customer of this by email and will not process your Order.

4.1Subject to the Customer purchasing the User Licences in accordance with clause 5.3 and clause 12.1, the restrictions set out in this clause 4 and the other terms and conditions of this Contract, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.

4.2In relation to the Authorised Users, the Customer undertakes that:

4.3The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property. The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

4.4The Customer shall not:

4.5The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

4.6The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

5.1Subject to clause 5.2 and clause 5.3, the Customer may, from time to time during any Subscription Term, purchase additional User Licences in excess of the number set out in the Subscription Package, and the Supplier shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this Contract.

5.2If the Customer wishes to purchase additional User Licences, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Licences and respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Licences within 24 hours of its approval of the Customer's request.

5.3If the Supplier approves the Customer's request to purchase additional User Licences, the Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Licences as set out in the Subscription Package and, if such additional User Licences are purchased by the Customer part way through the Subscription Term, such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Subscription Term.

6.1The Supplier shall, during the Subscription Term, provide the Services and make available the Software to the Customer on and subject to the terms of this Contract.

6.2The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

6.3Any enhanced searches on a cryptocurrency address will (i) be provided on a separate timescale to be agreed in writing between the parties, and (ii) incur additional fees to be determined on the Supplier's normal rate, as confirmed to the Customer prior to the undertaking of the enhanced search.

7.1For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Data Protection Legislation.

7.2Both parties will comply with all applicable requirements of Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Legislation.

7.3The parties have determined that, for the purposes of Data Protection Legislation: (a) the Supplier shall act as controller in respect of the personal data and processing activities undertaken in the process of providing the Services to the Customer; and (b) the Supplier shall process the Customer Personal Data as a processor on behalf of the Customer.

7.4Should the determination in clause 7.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 7.

7.5By entering into this Contract, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Supplier in connection with the processing of personal data, provided these are in compliance with the then-current version of the Supplier's privacy policy available at https://www.hoptrail.io/privacy-notice ("Privacy Policy"). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Contract, the Privacy Policy will take precedence.

7.6Without prejudice to the generality of clause 7.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier, or lawful collection of the same by the Supplier, for the duration and purposes of this Contract.

7.7The Customer hereby provides its prior, general authorisation for the Supplier to: (a) appoint processors to process the Customer Personal Data, provided that the Supplier shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on the Supplier; (b) transfer Customer Personal Data outside of the UK (or EEA) provided that (i) appropriate safeguards are in place in relation to the transfer, (ii) the data subject has enforceable rights and effective legal remedies, and (iii) Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.

7.8Either party may, at any time on not less than 30 days' notice, revise clause 7 by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct.

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into, and any transaction completed via any third-party website, is between the Customer and the relevant third party, and not the Supplier. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

9.1The Supplier undertakes that the Services will be performed substantially with reasonable skill and care.

9.2The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.

9.3The Supplier: (a) does not warrant that: (i) the Customer's use of the Services will be uninterrupted or error-free; (ii) the Services, and/or the information obtained by the Customer through the Services will meet the Customer's requirements; (iii) whilst the Supplier will use reasonable endeavours to ensure accuracy, the Data Sets, or any information contained within the Software, is 100% accurate at all times; (iv) the Software or the Services will be free from Vulnerabilities or Viruses; or (v) the Software or Services will comply with any Heightened Cybersecurity Requirements. (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

9.4This Contract shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Contract.

9.5The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.

10.1The Customer acknowledges that certain elements of the Services, including risk scores, compliance signals, and entity intelligence data, are generated or supplemented with the assistance of Artificial Intelligence (AI) and automated processing tools.

10.2AI-assisted outputs are provided for informational and decision-support purposes only. They do not constitute legal, regulatory, financial, or compliance advice, and should not be relied upon as the sole basis for any compliance determination, regulatory filing, or business decision.

10.3The Supplier uses reasonable endeavours to ensure the accuracy of AI-assisted outputs but does not warrant that such outputs are free from error, bias, or inaccuracy. The Customer is solely responsible for independently verifying any material finding before acting upon it.

10.4The Customer acknowledges that AI-generated outputs may reflect data sourced from third parties outside the Supplier's control, and that the Supplier shall have no liability for inaccuracies arising from such third-party data sources.

11.1The Customer shall:

12.1The Customer shall pay the Subscription Fees to the Supplier for the User Licences in accordance with this clause 12 and the Subscription Package.

12.2The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details.

12.3Where the Supplier invoices the Customer, the Customer shall pay each invoice within 30 days after the date of such invoice.

12.4If the Supplier has not received payment within 30 days after the due date: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Supplier's bankers in the UK.

12.5All amounts and fees stated or referred to in this Contract: (a) shall be payable in pounds sterling; (b) are, subject to clause 16.3(b), non-cancellable (unless terminated in accordance with clause 17.1) and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

12.6If the Customer exceeds the amount of Searches specified in the Subscription Package, the Supplier shall charge the Customer the then current Excess Fees as set out in the Subscription Package.

12.7The Supplier shall be entitled to increase the Subscription Fees at any time upon 30 days' prior notice in writing to the Customer.

13.1The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, the Software, and the Data Sets. Except as expressly stated herein, nothing in this Contract shall grant, assign, or otherwise transfer to the Customer any Intellectual Property Rights or licences in respect of the Services, the Software, or any Data Set.

13.2The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.

14.1Each party undertakes that it shall not at any time during this Contract, and for a period of two years after termination or expiry of this Contract, disclose to any person any confidential information concerning (i) the business, affairs, customers, clients or suppliers of the other party, or (ii) the Data Sets or the Software, except as permitted by clause 14.2.

14.2Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under this Contract; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

15.1The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services (including the Software and the Data Sets), provided that: (a) the Customer is given prompt notice of any such claim; (b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claim.

15.2The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services in accordance with this Contract infringes any copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims.

15.3In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

15.4In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than the Supplier; (b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or (c) the Customer's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

15.5The foregoing, and clause 16.3(b), states the Customer's sole and exclusive rights and remedies, and the Supplier's entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

16.1Except as expressly and specifically provided in this Contract: (a) the Customer assumes sole responsibility for results obtained from the use of the Services, Software, and the Data Sets by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and (c) the Services are provided to the Customer on an "as is" basis.

16.2Nothing in this Contract excludes the liability of the Supplier for (i) death or personal injury caused by the Supplier's negligence, or (ii) fraud or fraudulent misrepresentation.

16.3Subject to clause 16.1 and clause 16.2: (a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract; and (b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the total Subscription Fees paid for the User Licences during the 12 months immediately preceding the date on which the claim arose.

16.4Nothing in this Contract excludes or limits the liability of the Customer for any breach, infringement or misappropriation of the Supplier's Intellectual Property Rights.

16.5Without prejudice to the generality of clause 16.1, the Customer expressly acknowledges that: (a) risk scores, compliance signals, and entity data provided through the Services are indicative only and are not a substitute for independent legal or regulatory due diligence; (b) the Supplier does not guarantee the completeness, timeliness, or fitness for purpose of any data or output provided through the Services; and (c) any reliance by the Customer on the outputs of the Services for regulatory compliance purposes is entirely at the Customer's own risk.

17.1This Contract shall, unless otherwise terminated as provided in this clause 17, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods equal to the period of the Initial Subscription Term (each a "Renewal Period"), unless: (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Contract.

17.2Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this Contract and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; (c) the other party becomes insolvent, unable to pay its debts as they fall due, or is the subject of any insolvency proceedings; (d)–(g) any event equivalent to insolvency in any jurisdiction.

17.3On termination of this Contract for any reason: (a) all licences granted under this Contract shall immediately terminate and the Customer shall immediately cease all use of the Services; (b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.

18.1Force majeure: Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 14 days' written notice to the affected party.

18.2Conflict: If there is an inconsistency between any of the provisions in the main body of this Contract and the Schedules, the provisions in the main body of this Contract shall prevail.

18.3Variation: No variation of this Contract shall be effective unless it is confirmed by the Supplier in writing.

18.4Waiver: A waiver of any right or remedy is only effective if given in writing, and shall not be deemed a waiver of any subsequent right or remedy.

18.5Rights and remedies: Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

18.6Severance: If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.

18.7Entire agreement: This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

18.8No reliance: Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

18.9Assignment: The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.

18.10No partnership or agency: Nothing in this Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other.

18.11Third party rights: This Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18.12Notices: Any notice required to be given under this Contract shall be in writing and shall be delivered by (i) hand or sent by pre-paid first-class post or fax to the party to be served at that party's last-known trading address, or (ii) email to the email address notified to each party by the other parties from time to time, which will be deemed received at the time of transmission.

18.13Governing law: This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

18.14Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).