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Spike App Terms

Governs end-user access to and use of the Spike App

These Terms govern your use of the Spike App. They form a legal agreement between you and Andromeda Bridge Corporation Limited, the company that operates Spike. Throughout these Terms “Spike”, “we”, “us”, and “our” refer to Andromeda Bridge Corporation Limited. “You” and “your” refer to the person using the Spike App.

We have written these Terms in plain English. Where defined terms are used (capitalised words like “Instruction” or “Linked Account”), their meaning is set out in the Master Definitions Schedule, which forms part of these Terms.

In short:

  1. The Spike App is a tool for connecting your existing financial accounts and digital wallets, sending instructions to move or convert value between them, and tracking activity in one place.
  2. Spike does not move money on your behalf. Banks, payment institutions, exchanges, and other regulated providers do that. Spike sends instructions to them and reports their results back to you.
  3. Spike never holds your funds, your digital assets, your bank credentials, or your wallet keys.
  4. Spike is not a bank, payment institution, exchange, or broker, and is not authorised to provide regulated financial services. The regulated services are provided by the institutions you connect to.

If you do not agree to these Terms, please do not use the Spike App.

By creating a Spike Account, accessing or using the Spike App, or accepting these Terms in-app, you agree to be bound by these Terms and the documents incorporated by reference (the “Platform Documentation”). The Platform Documentation includes the Acceptable Use Policy, the Privacy Notice, the Cookies & Tracking Notice, the Complaints Policy, and the Digital Asset Risk Disclosure.

To use the Spike App you must:

  • be at least 18 years old;
  • have the legal capacity to enter into binding contracts;
  • not be a Prohibited Person and not be located in or organised under the laws of a Prohibited Jurisdiction;
  • provide accurate registration information and keep it up to date; and
  • comply with all applicable laws when you use the Spike App.

The Spike App is available to natural persons (consumers) and to small businesses. Where you are using the Spike App in a personal capacity, you are entitled to the protections of the Consumer Rights Act 2015 and other consumer-protection law, and nothing in these Terms reduces those statutory rights.

Where you are using the Spike App for the purposes of your trade, business, craft, or profession (including as a sole trader, partnership, or limited company), you are not a consumer for the purposes of those laws, and certain limitations and exclusions in these Terms apply with full effect.

Identity verification (sometimes called KYC) is performed by the Service Providers you connect to (such as the bank that holds your account or the exchange that holds your digital-asset account), in accordance with their own policies and applicable law. Spike does not perform identity verification of End-Users for the purpose of providing Institutional Services.

Defined terms used in these Terms have the meanings set out in the Master Definitions Schedule. The Master Definitions Schedule is incorporated by reference into these Terms and forms part of the Platform Documentation. In the event of any inconsistency between these Terms and the Master Definitions Schedule, the Master Definitions Schedule prevails as to the meaning of defined terms.

The Spike App provides you with access to the Spike Platform. Through the Spike App you can:

  • create and manage your Spike Account;
  • connect your Linked Accounts (accounts you hold with supported Service Providers, including bank accounts and exchange accounts);
  • connect your Linked Wallets (digital-asset wallets you control through compatible interfaces such as WalletConnect);
  • submit Instructions to move or convert value between your Linked Accounts, your Linked Wallets, or to External Destinations you designate;
  • view balances, activity, and lifecycle status updates relating to your Linked Accounts, Linked Wallets, and Instructions; and
  • receive notifications and reports from the Spike Platform.

The Spike App is not, and the Spike Platform is not, any of the following:

  • a bank account or any account holding your funds or Digital Assets;
  • a payment service or money-transfer service;
  • an exchange, broker, dealer, or trading venue;
  • a custodian or safeguarder of funds or Digital Assets;
  • a financial market infrastructure, payment system, or settlement system; or
  • a provider of regulated financial services.

Spike operates as a software orchestration platform that helps Authorised Parties prepare, coordinate, and monitor non-executable Instructions between financial institutions with which they already hold accounts. Spike is best described as a technology orchestration layer, an instruction preparation and coordination service, and a governance and observability platform.

For the avoidance of doubt and as a fundamental term:

  • Spike is not a bank, electronic money institution, payment institution, broker, exchange, custodian, or central counterparty;
  • Spike does not provide Account Information Services (AIS) or Payment Initiation Services (PIS) under PSD2, PSD3, or any equivalent law, and does not access payment accounts via PSD2 or PSD3 application programming interfaces;
  • Spike does not provide crypto-asset services as defined under MiCA or any equivalent law, including reception and transmission of orders for crypto-assets;
  • Spike does not hold, control, move, convert, settle, safeguard, or intermediate funds, Digital Assets, or any client property;
  • Spike does not initiate, transmit, or execute payment orders, trading orders, or settlement instructions;
  • Spike does not accept deposits, hold customer balances, operate omnibus or pooled accounts, or provide liquidity, credit, or guarantees;
  • Spike does not set pricing, spreads, or execution terms, and does not intervene in settlement flows;
  • Spike does not perform customer due diligence, transaction monitoring, suspicious activity reporting, or sanctions screening for the purpose of executing Institutional Services;
  • Spike assumes no counterparty, settlement, agency, or balance-sheet risk; and
  • Spike cannot complete a financial transaction on its own.

All Institutional Services are performed exclusively by Service Providers (or Platform Partners acting in their capacity as Service Providers) within their own operational and regulatory perimeters.

This clause is a fundamental term. No provision of these Terms or any other Platform Documentation may be construed in a manner inconsistent with this clause.

When you use the Spike App you interact with two distinct categories of party:

  • Spike, which operates the Spike Platform as orchestration infrastructure; and
  • the Service Providers you connect to, which provide the Institutional Services (account opening, account maintenance, payment execution, asset custody, trade execution, conversion, settlement, and similar services).

Service Providers operate under their own terms and conditions and within their own regulatory perimeters. Your relationship with each Service Provider is governed by that Service Provider’s terms. You should read those terms carefully. Spike is not a party to your contract with any Service Provider, does not act as your agent or as the Service Provider’s agent, and is not responsible for the Institutional Services they provide to you.

To use the Spike App you must create a Spike Account. Your Spike Account is a technical access and coordination record. It is not a financial account. Your Spike Account does not hold any funds or Digital Assets.

You are responsible for keeping your Spike Account credentials, devices, and authentication methods secure. You must not share your credentials with any other person, except where you authorise a person to act on your behalf in accordance with the Spike App’s features (for example, a delegated user).

You must notify Spike without undue delay if you suspect that your Spike Account, your credentials, or any device used to access the Spike App has been lost, stolen, or compromised. Spike may suspend access to your Spike Account where it has reasonable cause to believe that doing so is necessary to protect you, Spike, or any other person from harm.

When you connect a Linked Account, the Service Provider that maintains that Account authenticates you and authorises Spike to receive specific information and to transmit Instructions on your behalf, in accordance with the Service Provider’s terms and applicable law.

When you connect a Linked Wallet, you do so through a compatible interface (such as WalletConnect). Spike does not at any time hold, access, or control your private keys, your seed phrase, or any signing material relating to a Linked Wallet. Signing of any blockchain transaction occurs within your wallet under your sole control.

You may close your Spike Account at any time through the Spike App settings or by contacting Spike support. On closure:

  • Spike will cease Processing new Instructions for you;
  • Spike will retain certain data as set out in the Privacy Notice and as required by applicable law;
  • your relationship with each Service Provider continues, and you must contact each Service Provider directly to close any Account held with that Service Provider; and
  • any unpaid Charges due to Spike remain payable.

An Instruction is a non-executable request you make through the Spike App expressing your intent to move or convert value between your Linked Accounts, your Linked Wallets, or to an External Destination you designate. An Instruction is not a payment order or trading order by Spike.

When you submit an Instruction, the Spike Platform may:

  • validate the Instruction against technical and operational rules;
  • classify the Instruction (for example, as Same-Asset or Cross-Asset, and as Same-Currency or Cross-Currency);
  • transmit the Instruction to one or more relevant Service Providers; and
  • monitor the lifecycle of the Instruction and report status back to you in the Spike App.

Execution, settlement, and custody (where applicable) are performed by the Service Providers, not by Spike.

You must authorise each Instruction through the Spike App. Spike may rely on Instructions submitted through your authenticated session without further verification of your identity, authority, or commercial intent. You are responsible for the content, accuracy, and authorisation of every Instruction you submit.

Spike may reject, suspend, or delay an Instruction where:

  • the Instruction does not comply with technical requirements;
  • required data is missing, incomplete, or invalid;
  • Processing would breach these Terms, the Acceptable Use Policy, or applicable law;
  • a relevant Service Provider is unavailable;
  • Spike has reasonable cause to suspect fraud, abuse, or breach of these Terms; or
  • Spike is required to do so by applicable law or by direction of a Governmental Authority.

A Service Provider may also reject or fail to execute an Instruction within its own systems, in accordance with its own terms and applicable law.

The Spike App displays status information about your Instructions (such as “submitted”, “in progress”, or “completed”). This information:

  • is provided for informational purposes only;
  • relies on data reported by Service Providers;
  • does not constitute confirmation by Spike of execution, settlement, or completion of any transaction; and
  • may be incomplete or delayed.

You should rely on the records of the relevant Service Provider as the authoritative record of any executed transaction.

Spike does not guarantee the timing, sequencing, or completion of any transaction. Many factors affect timing and outcome, including the operation of the Service Providers, payment systems, distributed ledger networks, and other infrastructure that Spike does not control.

Your use of the Spike App is subject to the Spike Acceptable Use Policy, which is incorporated by reference. The Acceptable Use Policy sets out prohibited activities, restricted jurisdictions, and the consequences of breach.

In summary, you must not use the Spike App:

  • for any unlawful, fraudulent, or abusive purpose;
  • in connection with any Sanctioned Person or Prohibited Jurisdiction;
  • to evade tax, sanctions, anti-money-laundering, or capital controls;
  • in a manner that could disrupt, damage, or compromise the Spike Platform or any other user; or
  • to misuse the data, intellectual property, or systems of Spike or any other person.

Using the Spike App involves risks. By using the Spike App you acknowledge that:

  • the Spike App, the Spike Platform, and the systems on which they depend may be unavailable, interrupted, or degraded from time to time;
  • Service Providers may reject Instructions, may experience outages, and may set their own pricing and execution terms; and
  • Spike does not guarantee any specific outcome of any Instruction.

Where you submit Instructions involving Digital Assets you acknowledge the additional risks set out in the Digital Asset Risk Disclosure, which is incorporated by reference. These include price volatility, irreversibility of on-chain transactions, smart-contract risk, custody risk, and regulatory uncertainty. You assume sole responsibility for the management of your Linked Wallets and the safe custody of your private keys and seed phrases.

Spike does not provide investment advice, tax advice, legal advice, or financial planning advice. You should obtain independent professional advice before making decisions about Digital Assets, currency conversion, or any other matter that may have legal, tax, or financial consequences for you.

Spike may charge:

  • Access Fees for access to and use of the Spike App or specific features (which may be periodic or usage-based);
  • Service Fees in respect of Instructions classified as Cross-Asset, Cross-Currency, or both, calculated as a basis-point fee on Realised Value as reported by the relevant Service Provider; and
  • any other Charges expressly notified to you in the Spike App.

Charges payable by you, the basis on which they are calculated, and the method of payment are displayed in the Spike App and accepted by you when you adopt or use the relevant feature. We do not charge fees for transactions that are Same-Asset and Same-Currency.

Service Providers may charge their own fees in connection with the Institutional Services they provide (such as account fees, transaction fees, FX spreads, or network fees on a blockchain). Those fees are governed by your contract with the relevant Service Provider, are independent of Spike’s Charges, and are not received by Spike.

Charges are stated exclusive of any applicable VAT or other taxes, which will be added where applicable. You are responsible for any taxes you owe in connection with your use of the Spike App or your Instructions.

Spike communicates with you through the Spike App, by email, by push notification, or by such other channel as you have agreed. You agree to receive operational communications electronically. Marketing communications are sent only with your consent and may be withdrawn at any time as set out in the Privacy Notice.

Your personal data is processed in accordance with the Spike Privacy Notice, which is incorporated by reference. The Privacy Notice explains what personal data we collect, how we use it, the lawful bases on which we rely, and the rights you have under Data Protection Laws.

All intellectual-property rights in the Spike App, the Spike Platform, the Spike API, and any related software, content, branding, and documentation are owned by, or licensed to, Spike. We grant you a limited, personal, non-transferable, non-sublicensable, revocable licence to access and use the Spike App for the purposes set out in these Terms.

You must not copy, modify, reverse engineer, or attempt to derive the source code of the Spike App, except to the extent permitted by mandatory applicable law.

Nothing in these Terms excludes or limits Spike’s liability for:

  • death or personal injury caused by Spike’s negligence;
  • fraud or fraudulent misrepresentation;
  • breach of statutory duties under the Consumer Rights Act 2015 (such as the requirement to provide services with reasonable care and skill); or
  • any other liability that cannot be excluded or limited under applicable law.

Subject to that, where you are a consumer, Spike is responsible for foreseeable loss and damage caused by Spike. Spike is not responsible for loss or damage that is not foreseeable, that arises from your breach of these Terms, or that arises from circumstances outside Spike’s reasonable control. Loss is foreseeable if it is an obvious consequence of Spike’s breach or if it was contemplated by you and Spike at the time you accepted these Terms.

Where you are using the Spike App in a personal capacity, Spike is not liable for business losses (including loss of profits, loss of business, or loss of business opportunity), as the Spike App is provided for personal and household use.

Where you use the Spike App in a business capacity:

  • Spike is not liable for any indirect, incidental, special, consequential, punitive, or exemplary loss, or for any loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data, regardless of cause of action; and
  • Spike’s aggregate liability to you arising out of or in connection with these Terms in any twelve-month period shall not exceed the greater of: GBP 10,000; or the total Charges paid or payable by you to Spike in the twelve months preceding the event giving rise to the claim.

Whether you are a consumer or a business, Spike is not liable for any loss arising from:

  • Institutional Services performed by a Service Provider, including execution, custody, conversion, or settlement;
  • the acts or omissions of any Service Provider or any other third party;
  • delays, failures, or disruptions in payment systems, distributed ledger networks, or third-party infrastructure;
  • loss, theft, or unauthorised use of your private keys, seed phrases, or wallet credentials;
  • price volatility or any change in the value of Digital Assets;
  • the rejection of an Instruction in accordance with these Terms or the Acceptable Use Policy;
  • incomplete or delayed status information that has been correctly relayed by Spike from a Service Provider; or
  • force majeure events as set out below.

This clause does not affect any rights you have as a consumer that cannot be excluded or limited by contract.

Where you use the Spike App in a business capacity, you shall indemnify Spike against any third-party claims, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

  • your breach of these Terms, the Acceptable Use Policy, or applicable law;
  • your provision of inaccurate, incomplete, or misleading information to Spike or to a Service Provider through the Spike App; or
  • any Instruction you submit, except to the extent caused by Spike’s breach of these Terms.

Spike may suspend your access to the Spike App or to specific features, or may suspend Processing of your Instructions, where Spike has reasonable cause to believe that:

  • you are in breach of these Terms or the Acceptable Use Policy;
  • your continued access poses a security, fraud, sanctions, or compliance risk; or
  • suspension is required by applicable law or by a Governmental Authority.

Where reasonably practicable Spike will give you notice of any suspension and the reasons for it. Where giving notice is not practicable (for example, because Spike is required by law not to do so), Spike will give notice as soon as it reasonably can.

Spike may terminate these Terms and close your Spike Account on reasonable notice (typically two months for consumers) where Spike has decided to discontinue the relevant service. Spike may terminate these Terms with immediate effect where:

  • you are in serious or repeated breach of these Terms or the Acceptable Use Policy;
  • you are or become a Prohibited Person;
  • Spike is required to do so by applicable law or by a Governmental Authority; or
  • Spike has reasonable cause to suspect that your use of the Spike App involves fraud, money-laundering, terrorist financing, or other serious financial crime.

You may terminate these Terms at any time by closing your Spike Account through the Spike App or by contacting Spike support.

On termination, your access to the Spike App will cease, but:

  • any rights or obligations that have accrued before termination remain in force;
  • your relationship with each Service Provider continues, and you must contact each Service Provider directly;
  • Spike will retain personal data as set out in the Privacy Notice; and
  • any unpaid Charges due to Spike remain payable.

Spike may update these Terms from time to time. Where a change is material, Spike will give you at least thirty (30) calendar days’ notice, except where a shorter notice period is required for security or regulatory reasons. Notice will be given through the Spike App, by email, or by such other reasonable means as Spike chooses.

Where you do not agree to a material change you may terminate these Terms before the change takes effect by closing your Spike Account. Your continued use of the Spike App after the effective date of a change constitutes acceptance of the change.

If you have a complaint about Spike, please contact us as set out in the Spike Complaints Policy. The Complaints Policy explains how we handle complaints, response times, and how to escalate.

If your complaint relates to the Institutional Services provided by a Service Provider (for example, a payment that did not arrive, an FX rate, or an account closure by a bank), you should also contact the Service Provider directly. The Service Provider may also be subject to a regulatory ombudsman or similar scheme.

If we cannot resolve a dispute through our complaints process, you may bring a claim in the courts of England and Wales, subject to clause 18 (Governing Law and Jurisdiction).

Neither Party shall be liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control that could not have been avoided by the exercise of due care, including:

  • acts of God, natural disasters, pandemics, or public health emergencies declared by a competent authority;
  • war, terrorism, civil unrest, or government action;
  • nationwide power or telecommunications failure; and
  • any other event of equivalent magnitude not within the reasonable control of the affected Party.

For clarity, an outage of a third-party cloud or infrastructure provider used by Spike shall not in itself constitute force majeure to the extent the outage could reasonably have been mitigated by the exercise of due care.

Each Party shall use commercially reasonable efforts to mitigate the impact of a force majeure event and to resume performance as soon as reasonably practicable.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

If you are a consumer ordinarily resident in another part of the United Kingdom, you have the benefit of any mandatory provisions of the laws of the part of the United Kingdom in which you are ordinarily resident.

Subject to that, the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms. Where you are a consumer ordinarily resident in another part of the United Kingdom, you may also bring proceedings in the courts of the part of the United Kingdom in which you are ordinarily resident.

These Terms, together with the Platform Documentation, constitute the entire agreement between you and Spike in respect of the Spike App and supersede any prior agreements or understandings.

You may not transfer any of your rights or obligations under these Terms without Spike’s prior written consent. Spike may transfer its rights or obligations to an affiliate or to any successor in connection with a corporate reorganisation or sale, provided your rights are not adversely affected.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or, if not possible, severed. The remaining provisions shall continue in full force and effect.

Save where expressly stated, no person other than you and Spike has any right to enforce any provision of these Terms, including under the Contracts (Rights of Third Parties) Act 1999.

You can contact Spike by writing to us at the registered office of Andromeda Bridge Corporation Limited or by using the support channels available through the Spike App.