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Spike Platform Terms

Governs access to and use of the Spike Platform

These B2B Master Terms (the “Terms”) form the legal and operational framework under which entities are admitted by Andromeda Bridge Corporation Limited (operating as “Spike”) to access and use the Spike Platform in one or more of the following roles:

  1. Platform Partner — an entity that integrates with the Spike Platform to submit, transmit, or monitor Instructions in connection with End-Users for whom it has performed Onboarding;
  2. Service Provider — an entity that performs Institutional Services within its own systems and regulatory perimeter, including payment, account, trading, custody, and settlement services.

A single legal entity may be admitted in both roles. Where it is, it shall be admitted under separate accession instruments (the Platform Partner Participation Schedule and the Service Provider Participation Schedule) and shall comply with the obligations applicable to each role.

These Terms read together with the Master Definitions Schedule, the applicable Participation Schedule, the Services Schedule, the Integration & API Use Schedule, the Commercial Schedule, the Service Level Schedule (where elected), the Data Processing Agreement (where applicable), the Acceptable Use Policy (B2B), and any other documentation issued by Spike from time to time (collectively, the “Platform Documentation”).

In these Terms “Counterparty” means the entity admitted under these Terms.

These Terms become binding on the Counterparty when the Counterparty executes a Participation Schedule (or accedes to these Terms by any other method expressly accepted by Spike, such as click-through acceptance for sandbox or developer access).

In the event of any inconsistency between documents forming part of the Platform Documentation, the order of precedence shall be:

  • the Master Definitions Schedule (in respect of the meaning of defined terms);
  • the Acceptable Use Policy (B2B) (in respect of permitted and prohibited use);
  • the applicable Participation Schedule (in respect of the matters expressly assigned to it);
  • the Commercial Schedule (in respect of fees, pricing, and commercial arrangements);
  • the Services Schedule (in respect of the functional operation of the service layers);
  • the Integration & API Use Schedule (in respect of integration and API use);
  • the Service Level Schedule (in respect of service levels);
  • the Data Processing Agreement (in respect of personal data);
  • any other document forming part of the Platform Documentation in respect of the specific subject matter it governs; and
  • in all other cases, these Terms.

Notwithstanding the foregoing, the Regulatory Status clause set out in Section 4 prevails over any other provision of the Platform Documentation in respect of the regulatory characterisation of Spike.

Defined terms used in these Terms have the meanings given in the Master Definitions Schedule. The Master Definitions Schedule is incorporated by reference and forms part of the Platform Documentation.

Spike operates the Spike Platform as a technology orchestration and instruction-coordination layer. The Spike Platform supports the submission, transmission, Processing, and monitoring of Instructions and the coordination of routing across connected Platform Partners and Service Providers. It does not constitute a financial market infrastructure, a payment system, a trading venue, or any other regulated financial-services infrastructure.

The Spike Platform provides the following functional service layers, the details of which are set out in the Services Schedule:

  • User Access — mechanisms through which Authorised Parties submit and monitor Instructions;
  • On/Off-Ramp — coordination of Instructions involving movement or conversion between account-based and DLT-based value;
  • Corridor — coordination of routing logic across Linked Accounts; and
  • Reporting — monitoring and observability based on data reported by Service Providers.

Spike may modify, enhance, or update the Spike Platform from time to time, including by introducing new functionality, adjusting routing logic, or deprecating features. Changes affecting integration are communicated through the Integration & API Use Schedule.

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.

To be admitted under these Terms a Counterparty must:

  • be a legal entity in good standing in its jurisdiction of incorporation;
  • hold all licences, authorisations, and permissions required under applicable law for its activities (this is particularly relevant where the Counterparty seeks admission as a Service Provider);
  • not be a Sanctioned Person and not be located in or organised under the laws of a Prohibited Jurisdiction;
  • maintain the technical and operational capability to integrate with the Spike Platform; and
  • satisfy any additional eligibility, risk, or operational requirements communicated by Spike.

Admission is determined by Spike in its discretion. Spike may impose conditions on admission, including technical-integration requirements, operational readiness, compliance considerations, and any additional safeguards reasonably necessary for access to and use of the Spike Platform.

The Counterparty shall maintain compliance with the eligibility requirements throughout the term and shall promptly notify Spike if it ceases or expects to cease to satisfy any of them, or if its access to or use of the Spike Platform may result in a breach of applicable law or regulatory requirements.

The Counterparty’s role (Platform Partner, Service Provider, or both) is recorded in the applicable Participation Schedule. Where the Counterparty is admitted in both roles, the role-specific obligations apply to the Counterparty’s conduct in each role separately.

Where the Counterparty acts as a Platform Partner it shall:

  • perform Onboarding of End-Users in accordance with applicable law, including AML/CTF Laws and sanctions laws;
  • be solely responsible for its End-User relationships, including contractual relationship, customer support, and complaint handling in respect of the Platform Partner’s own services;
  • ensure that each Instruction submitted through its systems is validly authorised by the relevant End-User, accurate, and complete;
  • ensure that its systems and interfaces present accurate information about the role of Spike and the Service Providers, and do not represent Spike as providing Institutional Services;
  • comply with the Acceptable Use Policy (B2B) and the Integration & API Use Schedule; and
  • hold all licences and authorisations required under applicable law for the activities the Platform Partner performs in its own jurisdiction.

Where the Counterparty acts as a Service Provider it shall:

  • perform Institutional Services within its own systems and regulatory perimeter, in accordance with all applicable laws and regulatory requirements;
  • hold all licences, authorisations, and permissions required for those Institutional Services;
  • perform Onboarding of any End-User with whom it has a direct contractual relationship in accordance with applicable AML/CTF Laws, sanctions laws, and consumer-protection laws;
  • provide accurate and timely reporting of Completed Outcomes, Realised Value, and lifecycle events in accordance with the Provider Reporting & Reconciliation Schedule;
  • be solely responsible for execution, custody, conversion, settlement, clearing, market integrity, and Travel Rule compliance (where applicable); and
  • not represent Spike as providing Institutional Services or as acting as the Service Provider’s agent.

Each Party acknowledges and agrees that:

  • Spike does not perform Institutional Services and shall not be treated as doing so;
  • the Counterparty (whether as Platform Partner or Service Provider) does not perform orchestration of Instructions on behalf of Spike;
  • nothing in these Terms creates an agency, partnership, joint venture, or fiduciary relationship between the Parties; and
  • neither Party may bind the other or hold itself out as having authority to do so.

Subject to these Terms, Spike grants the Counterparty a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Spike Platform, the Spike API, and related documentation solely for the purposes of, and in accordance with, the Platform Documentation.

The Counterparty may use the Spike Platform only:

  • for the purposes set out in the applicable Participation Schedule;
  • through authorised systems and authorised users; and
  • in accordance with these Terms, the Acceptable Use Policy (B2B), the Integration & API Use Schedule, and applicable law.

The Counterparty shall not, and shall not permit any third party to:

  • copy, modify, or create derivative works of the Spike Platform or the Spike API, except to the extent permitted by mandatory applicable law;
  • reverse engineer, decompile, or attempt to derive source code, except to the extent permitted by mandatory applicable law;
  • circumvent or attempt to circumvent any security, rate-limit, or access-control measure;
  • use the Spike Platform in a manner that may impair its integrity, security, or operation;
  • use the Spike Platform for the benefit of any person not authorised under these Terms; or
  • represent itself as authorised to act on behalf of Spike.

The Counterparty is responsible for the conduct of its authorised users and for the security of its credentials, devices, and systems. The Counterparty shall:

  • ensure access is restricted to authorised users on a need-to-know basis;
  • revoke access promptly when it is no longer required;
  • maintain commercially reasonable security standards (consistent with ISO/IEC 27001 or equivalent); and
  • notify Spike without undue delay of any actual or suspected unauthorised access.

Spike may rely on Instructions received through authorised interfaces without any obligation to verify identity, authority, or commercial intent. The Counterparty is solely responsible for the content, accuracy, and authorisation of Instructions submitted through its systems.

Instructions are non-executable expressions of intent. Spike’s Processing of Instructions does not constitute Execution, settlement, clearing, or custody of any transaction.

Spike may reject, suspend, or delay Processing of any Instruction where:

  • the Instruction does not comply with technical or operational requirements;
  • required data is missing, incomplete, or invalid;
  • Processing would breach these Terms, the Acceptable Use Policy (B2B), 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.

Status information generated by the Spike Platform is provided for informational purposes only. It does not constitute confirmation by Spike of execution, settlement, or completion. The Counterparty shall not rely solely on Spike’s status information as evidence of any executed transaction.

Each Party shall comply with all laws and regulatory requirements applicable to its activities. Each Counterparty is solely responsible for ensuring that its access to and use of the Spike Platform complies with applicable law.

Each Counterparty shall maintain appropriate systems, controls, and procedures to comply with AML/CTF Laws and sanctions laws. In particular:

  • Onboarding of End-Users is performed exclusively by the Counterparty (whether acting as Platform Partner or as Service Provider for a directly onboarded End-User);
  • transaction monitoring and suspicious activity reporting are performed exclusively by the Counterparty (typically the Service Provider) within its own systems; and
  • sanctions screening of End-Users and transactions is performed exclusively by the Counterparty.

Spike does not perform Onboarding, transaction monitoring, suspicious activity reporting, or sanctions screening for the purpose of providing Institutional Services. Spike may, however, enforce minimum eligibility standards, restrict routing paths based on jurisdictional or sanctions considerations, and provide observability data to a Counterparty upon lawful request.

Each Counterparty shall cooperate with regulators, supervisory authorities, and law enforcement in connection with its activities. Spike may cooperate with Governmental Authorities where required by applicable law in relation to the operation of the Spike Platform.

Where required by applicable law, the Counterparty shall provide Spike with information reasonably required to demonstrate the Counterparty’s compliance with these Terms, including evidence of regulatory authorisations, AML/CTF programmes, and audit reports.

Each Party acts as an independent controller in respect of personal data it processes for its own purposes. In particular:

  • Spike acts as an independent controller in respect of personal data it processes for the operation, security, and integrity of the Spike Platform, including service communications, fraud prevention, and Charges billing;
  • the Counterparty acts as an independent controller in respect of personal data it processes for its End-User relationships and Institutional Services.

Where applicable Data Protection Laws require that, in respect of specific processing activities, Spike acts as a processor on behalf of the Counterparty (or vice versa), the Parties shall execute the Spike Data Processing Agreement (DPA) before such processing commences. The DPA forms part of the Platform Documentation when executed.

Each Party shall comply with all applicable Data Protection Laws and shall implement appropriate technical and organisational measures to protect personal data.

Where personal data is transferred across jurisdictions in connection with these Terms, the transferring Party shall ensure that appropriate safeguards are in place, including UK-equivalent Standard Contractual Clauses with the UK International Data Transfer Addendum where applicable.

Each Party shall notify the other without undue delay (and in any event within seventy-two (72) hours) of becoming aware of a personal data breach that affects, or is reasonably likely to affect, personal data processed under these Terms.

All intellectual-property rights in and to the Spike Platform, the Spike API, the Spike App, and any related software, systems, interfaces, documentation, and improvements are owned by, or licensed to, Spike. Except for the licence granted in Section 7, no rights are transferred to the Counterparty.

Each Counterparty retains all intellectual-property rights in and to its own systems, data, interfaces, and materials. Nothing in these Terms transfers any of those rights to Spike.

Nothing in these Terms grants the Counterparty any right to use the name “Spike”, any Spike trademarks, service marks, or logos, or any branding associated with the Spike Platform, except as expressly permitted in the Platform Documentation. Each Party shall comply with the brand guidelines published by the other and shall not make public statements suggesting endorsement, partnership, agency, or joint venture without prior written consent.

If the Counterparty provides feedback, suggestions, or recommendations relating to the Spike Platform, Spike may use such feedback without restriction and without any obligation to the Counterparty.

The Charges payable by the Counterparty are set out in the Commercial Schedule. The Commercial Schedule may include Integration Fees, Access Fees, and Service Fees. Service Fees are determined in accordance with the canonical Spike — Instruction Classification Matrix and the rates set out in the Commercial Schedule and the Spike — Instruction Fee Matrix.

Unless otherwise specified in the Commercial Schedule, Spike shall issue invoices monthly in arrears, and the Counterparty shall pay all undisputed amounts within thirty (30) calendar days of the invoice date in the currency specified.

If the Counterparty disputes any portion of an invoice, it shall notify Spike promptly with reasonable details, pay the undisputed portion in accordance with these Terms, and use commercially reasonable efforts to resolve the dispute in good faith.

Spike may suspend or restrict access to the Spike Platform, or Processing of Instructions, where the Counterparty fails to pay any undisputed amount due. Spike shall use commercially reasonable efforts to provide prior notice of suspension.

Without prejudice to any other right, undisputed amounts not paid by the due date shall bear interest at a rate of four per cent (4%) per annum above the Bank of England base rate from time to time, accruing from the due date until payment in full.

Spike may increase Charges once in any twelve-month period on not less than sixty (60) calendar days’ written notice. Any such increase shall not exceed the higher of: (i) five per cent (5%); or (ii) the percentage change in the Consumer Prices Index for the United Kingdom for the twelve months preceding the date of the notice.

Where the Counterparty has elected a service-level tier in the applicable Participation Schedule, the Service Level Schedule applies. In the absence of an elected tier, Spike shall use commercially reasonable efforts to operate the Spike Platform in accordance with industry standards, and the Spike Platform is otherwise provided on an “as is” and “as available” basis.

All Charges payable under these Terms are exclusive of any applicable taxes, duties, or governmental charges, including value-added tax, which shall be added to invoices where applicable.

Each Party shall be responsible for its own taxes arising in connection with these Terms.

If applicable law requires the Counterparty to deduct or withhold any amount from a payment to Spike:

  • the Counterparty shall make the deduction or withholding required by law;
  • the Counterparty shall pay to Spike such additional amount as is necessary to ensure that Spike receives a net amount equal to the amount it would have received had no deduction or withholding been required (gross-up); and
  • the Counterparty shall provide reasonable evidence of the deduction or withholding to Spike.

This clause governs all liability arising out of or in connection with these Terms and the Platform Documentation, except where applicable law prevents such limitation.

Except as expressly provided in these Terms, the Spike Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, are excluded.

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any:

  • indirect, incidental, special, consequential, punitive, or exemplary loss; or
  • loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data,

regardless of cause of action and whether such loss was foreseeable.

Subject to the next sub-clause, each Party’s aggregate liability arising out of or in connection with these Terms and the Platform Documentation in any twelve-month period shall not exceed the greater of:

  • USD 1,000,000; and
  • the total Charges paid or payable by the Counterparty to Spike in the 12 months preceding the event giving rise to the claim.

Nothing in these Terms shall exclude or limit liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • any liability which cannot be excluded or limited under applicable law;
  • amounts properly invoiced and payable; or
  • any liability of the Counterparty for breach of the Acceptable Use Policy, sanctions obligations, anti-money laundering and counter-terrorist financing obligations, or for the provision of Institutional Services, all of which shall be uncapped.

Without prejudice to the foregoing, Spike shall have no liability for any loss arising from:

  • the submission, content, accuracy, or authorisation of any Instruction;
  • the Processing, rejection, suspension, or delay of any Instruction in accordance with these Terms;
  • the execution, settlement, custody, or outcome of any transaction performed by a Service Provider;
  • any failure, delay, or disruption in systems operated by a Counterparty, a Service Provider, a payment system, a distributed ledger network, or any third-party infrastructure;
  • reliance on Instruction status information, routing data, reconciliation data, or other outputs of the Spike Platform; or
  • the lawful exercise by Spike of any right under these Terms or the Platform Documentation, including suspension and termination.

The Counterparty shall indemnify and hold harmless Spike and its affiliates, officers, employees, and agents against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

  • the provision of Institutional Services by the Counterparty (where the Counterparty acts as a Service Provider);
  • the Counterparty’s Onboarding, customer due diligence, AML/CTF, sanctions, and other regulatory obligations;
  • any breach by the Counterparty of these Terms, the Acceptable Use Policy (B2B), or applicable law;
  • any Instruction submitted through the Counterparty’s systems, except to the extent caused by Spike’s breach;
  • any infringement of third-party intellectual-property rights arising from materials provided by the Counterparty; and
  • any End-User claim or regulatory action against Spike arising from the Counterparty’s relationship with the End-User.

The indemnity in respect of Institutional Services, Onboarding, AML/CTF, sanctions, and breach of applicable law is uncapped. The indemnity in respect of the Counterparty’s breach of these Terms (other than the foregoing) is subject to a separate aggregate cap equal to the greater of USD 5,000,000 or twenty-four (24) months’ Charges, which cap stacks on top of the cap set out in the Liability section.

Spike shall indemnify the Counterparty against any third-party claims arising directly from:

  • infringement of third-party intellectual-property rights by the Spike Platform; or
  • breach by Spike of applicable law in the operation of the Spike Platform,

in each case to the extent caused by Spike, subject to the cap set out in the Liability section.

The indemnities are subject to: prompt notification of the relevant claim; control of defence and settlement by the Indemnifying Party (other than for criminal or regulatory enforcement matters); reasonable cooperation by the Indemnified Party at the Indemnifying Party’s expense; and no settlement that imposes liability or admissions on the Indemnified Party without its prior written consent.

Spike shall maintain technology errors and omissions insurance, cyber-liability insurance, and commercial general liability insurance with reputable insurers in amounts customary for an undertaking of its size and activity. Spike shall, on reasonable request, provide a certificate of insurance evidencing such cover.

The Counterparty shall maintain such insurance as is appropriate for its activities, and in any event shall maintain professional indemnity, technology errors and omissions, and (where it acts as a Service Provider) regulatory and crime-related cover commensurate with its activities. The Counterparty shall, on reasonable request, provide a certificate of insurance.

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with these Terms that is designated as confidential or that, by its nature or context, ought reasonably to be regarded as confidential. Confidential Information does not include information that:

  • was lawfully known to the Receiving Party without restriction prior to disclosure;
  • is independently developed without use of or reference to Confidential Information;
  • becomes publicly available other than by breach of these Terms; or
  • is lawfully obtained from a third party without restriction or breach of obligation.

The Receiving Party shall use Confidential Information solely for the purposes of these Terms, protect it using at least reasonable care, and not disclose it except to its employees, advisers, and contractors with a legitimate need to know who are bound by confidentiality obligations no less protective than those set out here.

A Party may disclose Confidential Information where required by applicable law or regulator. Where reasonably practicable, the Receiving Party shall notify the Disclosing Party in advance and limit the scope of disclosure.

These confidentiality obligations survive termination for so long as the information remains confidential in nature.

Where the Counterparty is required by applicable law or by its regulator to obtain audit rights in respect of services provided by Spike, the Counterparty may, on not less than sixty (60) calendar days’ written notice (or such shorter period as applicable law requires), and not more than once in any twelve-month period (other than in response to a regulatory direction or a material incident), conduct or instruct an independent third-party auditor (subject to a confidentiality undertaking acceptable to Spike) to conduct an audit of those services that are within Spike’s control and reasonably relevant to the Counterparty’s use of the Spike Platform.

Audits shall be conducted at the Counterparty’s cost, during business hours, and in a manner that does not unreasonably disrupt Spike’s operations. Spike may satisfy audit requests through pooled audits, third-party assurance reports (such as SOC 2 or ISO/IEC 27001 reports), or, where the Counterparty’s regulator so requires, on-site inspection.

Spike may suspend or restrict access where it has reasonable cause to believe that:

  • the Counterparty is in breach of these Terms or the Acceptable Use Policy (B2B);
  • continued access poses a security, fraud, sanctions, or compliance risk;
  • the Counterparty fails to meet ongoing eligibility; or
  • suspension is required by applicable law or by a Governmental Authority.

Spike may terminate these Terms with immediate effect on written notice where:

  • the Counterparty is in material breach (including any breach of the Acceptable Use Policy (B2B)) and, where remediable, has failed to remedy within thirty (30) calendar days of written notice;
  • the Counterparty becomes insolvent, enters into liquidation, administration, or any similar procedure;
  • the Counterparty undergoes a change of control to a competitor of Spike or to a Sanctioned Person; or
  • termination is required by applicable law or by a Governmental Authority.

The Counterparty may terminate these Terms on ninety (90) calendar days’ written notice (or such longer period as the Participation Schedule provides). The Counterparty may terminate immediately for Spike’s material breach, subject to a thirty (30) calendar day cure period for remediable breaches.

Where Spike makes a material adverse change to the Platform Documentation, the Counterparty may terminate by written notice within thirty (30) calendar days of the effective date of the change.

On termination or suspension, the Parties shall cooperate in good faith to implement an orderly wind-down. The Counterparty shall cease submission of new Instructions, complete or reconcile outstanding transactions through the relevant Service Providers, and pay all accrued Charges. Spike may provide limited transitional access for wind-down purposes.

Provisions of these Terms that by their nature survive termination shall survive, including: Definitions; Regulatory Status; Compliance; Data Protection; Intellectual Property; Charges (in respect of accrued amounts); Liability; Indemnities; Confidentiality; Notices; Audit; Dispute Resolution; and 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.

Any notice given under these Terms shall be in writing and may be delivered by email, by electronic communication through the Spike Platform, or by any other method specified in the Platform Documentation.

Notices shall be sent to the contact details notified by the relevant Party. Each Party is responsible for keeping its contact details accurate and up to date.

A notice sent by email is deemed received at the time of transmission, provided no delivery failure notification is received. A notice received outside normal business hours is deemed received at the start of the next Business Day.

This clause does not apply to the service of legal proceedings, which shall be carried out in accordance with applicable law.

In the event of any dispute arising out of or in connection with these Terms, the Parties shall first use commercially reasonable efforts to resolve the dispute in good faith. Where the dispute cannot be resolved at an operational level, the Parties shall escalate the dispute to senior representatives before initiating formal proceedings.

Nothing in this clause shall prevent a Party from seeking interim, injunctive, or equitable relief from a court of competent jurisdiction.

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

Subject to the previous clause, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms.

Nothing in these Terms limits or excludes the exercise by any regulatory or supervisory authority of its statutory powers or functions.

No failure or delay by a Party in exercising any right or remedy shall constitute a waiver of that right or remedy. Any waiver must be expressly stated in writing.

The Counterparty shall not assign, transfer, or otherwise dispose of its rights or obligations under these Terms without Spike’s prior written consent. Spike may assign or transfer its rights or obligations to an affiliate or to any successor in connection with a merger, acquisition, or reorganisation, provided that such assignment does not materially adversely affect the Counterparty.

Either Party may terminate these Terms with thirty (30) calendar days’ written notice if the other Party undergoes a change of control to a competitor of the terminating Party or to a person subject to sanctions, where the change materially affects the terminating Party’s legitimate interests.

Spike may engage third-party service providers to support the operation of the Spike Platform. Spike remains responsible for the performance of its obligations under these Terms, subject to the limitations set out in these Terms.

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or fiduciary relationship between the Parties.

Save where expressly stated, no person other than a Party shall have any right to enforce any provision of these Terms, including under the Contracts (Rights of Third Parties) Act 1999.

These Terms may be executed in any number of counterparts. Execution by electronic signature is valid and binding under English law and any applicable equivalent.

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

These Terms, together with the applicable Platform Documentation, constitute the entire agreement between the Parties in respect of their subject matter and supersede all prior discussions and understandings.

Spike shall maintain technology errors and omissions insurance, cyber liability insurance, and commercial general liability insurance with reputable insurers in amounts customary for an undertaking of its size and activity. Spike shall, on reasonable request, provide a certificate of insurance evidencing such cover.

This document is a working draft. It must be reviewed by external counsel before it is published or relied upon. Section cross-references in this draft refer to clause titles and may need updating once final clause numbering is fixed.