Parties
These Terms and Conditions ("Terms") are entered into between:
Provider: Stripy Fish Networks Limited, a company registered in England and Wales, registered address 26 Wellhead Lane, Westbury, Wiltshire, BA13 3PT ("we", "us", "our", or the "Provider"), trading as Varde.
Client: The firm registering for or purchasing the Services ("you", "your", or the "Client Firm").
Where the Client Firm was referred by, or is administered by, a reseller partner ("Reseller"), the Reseller's own agreement with us governs the Reseller's role; it does not alter these Terms or the direct contractual relationship between us and you. See clause 12.
1Background and scope
1.1 We provide SYSC 10A compliance assessment, gap analysis, remediation drafting, and related advisory and documentation services to UK-regulated firms via our self-service platform (the "Services").
1.2 The Services are offered at multiple tiers, purchased individually via our checkout: a free initial assessment, a paid gap analysis report, per-criterion remediation drafting, and a full bundle covering all assessed criteria. Current pricing is shown at checkout and may change for future purchases (clause 4.4); a price change never alters the price of something you have already paid for.
1.3 The Services assist with identifying and documenting compliance positions. They do not constitute legal advice, regulatory advice, or a guarantee of regulatory compliance or of a favourable outcome in any FCA supervision, enforcement, or audit process — see clause 8 (Disclaimers and Liability).
1.4 A separate Data Processing Agreement governs our processing of personal data in delivering the Services. These Terms govern the commercial relationship; the DPA governs data protection. Nothing in these Terms varies the DPA, and nothing in the DPA varies these Terms, save that the liability cap and exclusions in clause 8 of these Terms apply equally to any claim arising out of or in connection with the DPA — the two documents are not to be treated as separate baskets for liability purposes.
1.5 A separate Privacy Notice describes our own processing of your personal data as a data controller (e.g. account administration, billing).
1.6 The Services are provided to firms acting in the course of business, for purposes related to their trade, business, or profession. If you are a sole trader, you confirm you are purchasing the Services for business purposes and not as a consumer. Nothing in this clause 1.6 affects any statutory right you have that cannot lawfully be excluded.
2Acceptance
2.1 These Terms are accepted by an authorised individual at the Client Firm actively ticking a dedicated consent checkbox at account registration or setup completion, presented separately from — and in addition to — the Data Processing Agreement's own consent checkbox. The two are legally distinct instruments and are recorded as separate acceptances.
2.2 Where the Client Firm's account was not created via the self-service platform, these Terms may instead be executed by signature of both parties on a separately issued copy — contact us to request one.
3Account registration
3.1 You must provide accurate registration information, including your firm's legal name and FCA Firm Reference Number where applicable, and keep it up to date.
3.2 You are responsible for maintaining the security of your account credentials (password and/or passkey) and for all activity under your account. Notify us promptly of any suspected unauthorised access.
3.3 Additional individuals may be granted access to your organisation's account by your administrator. You are responsible for those individuals' use of the Services within your organisation.
4Payment terms
4.1 All fees are quoted exclusive of VAT unless stated otherwise. UK VAT is charged at the applicable rate via our payment processor (Stripe) at checkout.
4.2 Payment is taken in full at the time of purchase via Stripe Checkout. We do not currently offer invoicing, deferred payment, or subscription billing for these Services.
4.3 Each purchase (gap analysis report, per-criterion draft, or bundle) is a one-time fee for access to that specific deliverable. It is not a recurring charge.
4.4 We may change prices for Services not yet purchased at any time. Price changes do not affect purchases already completed.
4.5 A VAT invoice is generated automatically by our payment processor and made available to you following successful payment.
5Refunds and cancellation
5.1 Given the nature of the Services — AI-assisted analysis generated and made available to you immediately on payment — purchases are generally non-refundable once the corresponding report or draft has been generated and delivered to your account. Generation and delivery of each purchased report or draft — gap analysis reports and per-criterion remediation drafts alike — is timestamped and recorded on our systems as evidence that it was made available to you.
5.2 If a technical failure attributable to us prevents delivery of a purchased report or draft to your account within 5 business days of successful payment, you are entitled to a full refund of that purchase on request.
5.3 Nothing in this clause affects any statutory rights you may have that cannot be excluded by agreement.
5.4 You may close your account at any time via account settings or by contacting us. Closing your account does not entitle you to a refund of amounts already paid for Services already delivered.
6Chargebacks and payment disputes
6.1 If you believe a charge was made in error, please contact us first at billing@stripyfish.net so we can investigate and resolve it directly — this is usually faster than a card-issuer dispute.
6.2 If you initiate a chargeback or payment dispute with your card issuer or bank instead of, or before, contacting us:
6.2(a) We reserve the right to suspend access to the disputed report, draft, or bundle pending resolution of the dispute. We will only suspend other, undisputed Services on the same account where there is a pattern of unresolved or fraudulent chargebacks on that account (see clause 6.2(c)), not on the basis of a single disputed charge. Card-network dispute resolution can take several months; we may, at our discretion, lift any suspension before the dispute is formally resolved.
6.2(b) Where the Client Firm was referred by a Reseller, a chargeback or refund may result in a proportional clawback of the revenue share already paid to that Reseller for the disputed purchase, in accordance with our agreement with the Reseller. This does not create any obligation on you to the Reseller, or on the Reseller to you — it is solely a matter between us and the Reseller.
6.2(c) We may decline to accept future purchases from an account or Client Firm with a history of unresolved or fraudulent chargebacks.
6.3 Raising a chargeback does not itself constitute notice of a complaint under clause 7 — if your concern is about service quality rather than an unauthorised or erroneous charge, please use the complaints procedure instead, as it is likely to resolve your concern faster.
7Complaints procedure
7.1 If you are unhappy with the Services, please contact us in the first instance at complaints@stripyfish.net with details of your concern.
7.2 We will acknowledge your complaint within 5 business days and aim to provide a full response within 20 business days.
7.3 We are not an FCA-authorised or otherwise regulated firm ourselves — we provide compliance tooling and advisory services to FCA-regulated firms. The Financial Ombudsman Service's jurisdiction over regulated firms' complaints-handling does not extend to us as a technology and advisory vendor. No external ombudsman or alternative dispute resolution scheme applies to complaints about the Services; an unresolved complaint may be pursued through the courts (see clause 19, Governing Law).
7.4 This complaints procedure is separate from, and does not replace, the DPA's provisions on personal data queries or the right to complain to the ICO about our processing of personal data (see Privacy Notice and DPA).
7.5 If your concern is a security vulnerability rather than a service complaint, please report it to security@stripyfish.net instead — see /.well-known/security.txt for our vulnerability-disclosure contact details.
8Disclaimers and liability
8.1 The Services are provided on an "as is" basis. While we take reasonable care in the design of our assessment methodology and underlying regulatory reference material, the Services do not constitute legal or regulatory advice and do not guarantee any particular outcome with the FCA or any other regulator. To the fullest extent permitted by law, all conditions, warranties, and other terms that might otherwise be implied by statute, common law, or otherwise (including terms as to satisfactory quality, fitness for purpose, and reasonable care and skill) are excluded from these Terms.
8.2 You remain solely responsible for your firm's actual compliance with SYSC 10A and all other applicable regulatory obligations. The Services are a tool to assist that work, not a substitute for your own compliance judgement or, where appropriate, independent legal advice. Policy drafts generated via the Services require a named individual at your firm to review and formally approve them within the platform before they are adopted as your firm's own policy — this review and approval step, not our generation of the draft, is what makes a policy operative for your firm.
8.3 Subject to clause 8.4, our total liability to you arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you in the 12 months preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.
8.4 We are not liable for loss of profit, revenue, goodwill, anticipated savings, or data, whether such loss is direct or indirect.
8.5 AI-generated content (including assessment reports, gap analysis, and policy drafts) may contain errors, omissions, or inaccuracies. It is not independently verified against every applicable rule before being made available to you, and its accuracy is not guaranteed. You are responsible for reviewing all AI-generated content before relying on it, consistent with clause 8.2.
8.6 A claim relating to these Terms must be brought within 12 months of the event giving rise to it, after which it is barred, except where a longer period is required by law.
9Availability and support
9.1 We aim to keep the Services available at all times but do not guarantee uninterrupted access. Planned maintenance will be communicated where reasonably practicable.
9.2 Support is provided via the in-platform AI support chat and, where escalated, directly by us, during UK business hours (09:00-17:30, Monday to Friday, excluding bank holidays), on a best-efforts basis. We do not currently commit to a guaranteed response time.
10Intellectual property
10.1 We retain all intellectual property rights in the platform, assessment methodology, prompts, and underlying software.
10.2 You retain ownership of the information you provide to us (your firm's data, answers, and documents). We grant you a licence to use, copy, and modify the reports and policy drafts generated for you, for your firm's own internal compliance purposes.
10.3 You may share reports and policy drafts generated for you with your own regulator, auditor, or professional adviser in connection with your firm's own compliance activities.
11Term, suspension, and termination
11.1 These Terms take effect on acceptance (clause 2) and continue until your account is closed by you or terminated by us.
11.2 We may suspend or terminate your account for material breach of these Terms (including non-payment, chargeback abuse per clause 6, or misuse of the Services), on reasonable notice except where the breach is serious enough to warrant immediate suspension.
11.3 Termination does not entitle you to a refund of amounts already paid for Services already delivered (see clause 5).
11.4 Clauses 6, 7, 8, 10, 14 (Confidentiality), 15 (Indemnity), 17 (Assignment), and 18 (General) survive termination, together with clause 19 (Governing Law), which applies for as long as this document has effect.
12Resellers
12.1 Where you were referred to us by a Reseller, or your account is administered by a Reseller, your contractual relationship for the Services is with us directly, on these Terms — not with the Reseller. The Reseller's own agreement with us governs the Reseller's referral/administration role and does not bind you.
12.2 Nothing in this clause affects clause 6.2(b) (reseller revenue-share clawback on chargeback/refund), which is a matter solely between us and the Reseller.
13Changes to these Terms
13.1 We may update these Terms from time to time. We will give at least 30 days' notice of any material change to active Client Firms by email; a change required to reflect a change in applicable law may take effect immediately on notice instead. A change takes effect for your account from its stated effective date and applies to any future purchase or ongoing use of the Services from that date; it does not require any further action from you and does not apply retrospectively to a purchase already completed.
14Confidentiality
14.1 Each party will keep confidential the other's non-public business information disclosed in connection with these Terms, and will not disclose it to a third party except as required by law, to professional advisers under a duty of confidentiality, or as otherwise permitted under these Terms or the DPA.
14.2 This clause does not restrict either party's ability to comply with the DPA, applicable data protection law, or a lawful request from a regulator.
14.3 This clause does not apply to information that is or becomes public other than through breach of this clause, or that a party already lawfully held before disclosure.
15Indemnity
15.1 You will indemnify us against any claim, loss, or liability we incur arising from: (a) your breach of clause 3.1 (accuracy of registration information); (b) content you upload or submit to the Services infringing a third party's intellectual property rights; or (c) your misuse of the Services in breach of these Terms.
16Force majeure
16.1 Neither party is liable for delay or failure to perform an obligation under these Terms (other than a payment obligation) caused by an event beyond that party's reasonable control, including failure of a third-party service we depend on (e.g. Stripe, Anthropic, or our hosting provider), provided the affected party notifies the other and uses reasonable efforts to mitigate the impact.
17Assignment
17.1 We may assign, novate, or transfer our rights and obligations under these Terms, in whole or in part, including in connection with a sale, merger, reorganisation, or transfer of all or substantially all of our business.
17.2 You may not assign or transfer your rights or obligations under these Terms without our prior written consent.
18General
18.1 Entire agreement. These Terms, together with the DPA and the Privacy Notice, constitute the entire agreement between you and us relating to the Services, and supersede all prior discussions, negotiations, and agreements between us relating to their subject matter. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
18.2 Order of precedence. If there is a conflict between these Terms and the DPA on a matter within the DPA's scope (data protection), the DPA prevails on that matter; on all other matters, these Terms prevail.
18.3 Severability. If any provision of these Terms is found unenforceable or invalid, that provision is limited or eliminated to the minimum extent necessary, and the remaining provisions continue in full force.
18.4 Waiver. No failure or delay by either party in exercising a right under these Terms operates as a waiver of that right, and no single or partial exercise of a right prevents further exercise of that or any other right.
18.5 Notices. A notice under these Terms must be given in writing and is validly given if sent to the email address you registered with us, or to legal@stripyfish.net for notices to us (or such other address as either party notifies to the other), and is deemed received 24 hours after sending unless the sender receives a delivery-failure notification.
18.6 Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. This includes, for the avoidance of doubt, any Reseller referenced in clause 12.
19Governing law
These Terms are governed by the laws of England and Wales. Any dispute arising under them is subject to the exclusive jurisdiction of the courts of England and Wales.