Finndon terms and conditions of use for electronic money services

About this Agreement

Please read this Agreement carefully before you apply to open a Finndon Account with us. We supply our services (including the Finndon Account and the Finndon Card) and any associated services to you, pursuant to the terms of this Agreement.

By registering for a Finndon Account, you agree that this legally binding Agreement will come into existence between you and us, on the terms set out in this Agreement, once your Finndon Account registration is successful.

If we intend to make changes to the terms of this Agreement, we will give you at least 2 months written notice before the changes come into effect, unless the changes are required due to a change in relevant legislation or regulations and we are prevented from giving you 2 months’ notice. In those circumstances, we will give you as much written notice as possible.

This Agreement contains the information set out in Schedule 4 of the Payment Service Regulations 2017. Notices and the up-to-date version of this Agreement will always be available on the Website or Finndon App.

Who We Are

Finndon is the trading name of Finndon Ltd, a company registered in England and Wales under company number 12373271. Our registered office and head office address is 126 New King’s Road, London, SW6 4LZ.

We are authorised by the Financial Conduct Authority under FCA register number 902925.

In offering our services to you, we are acting in the capacity of an electronic money agent for the following companies:

Your Finndon Account is provided to you by Modulr Finance Limited, a company registered in England and Wales under company number 09897957, with its registered office at Scale Space, 58 Wood Lane, London W12 7RZ.

Modulr Finance Limited acts as an authorised agent for Modulr FS Limited, a company registered in England and Wales under company number 09897919, with its registered office at Scale Space, 58 Wood Lane, London W12 7RZ. Modulr FS Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issue of electronic money and providing payment services, including payment initiation services (FCA No. 900573).

Your Finndon Card is issued to you by Transact Payments Limited (TPL), a company registered in Gibraltar under company number 108217. TPL’s registered office is at 6.20 World Trade Centre, 6 Bayside Road, Gibraltar GX11 1AA and their head office is at Unit 5.1, Level 05 Madison, Midtown Queensway, Gibraltar GX11 1AA. TPL is the issuer of your card and is not responsible, and will not be held liable, for any acts or omissions in relation to the Finndon Account or the provision of electronic money. TPL’s Prepaid Mastercard Terms and Conditions are set out at Schedule 2 below.

  1. Definitions and Interpretation
    1. In these terms, the following expressions have the following meanings:
      "Agreement"

      means these terms and conditions;

      "Available Balance"

      means the value at any given time of the pre-paid funds on your Finndon Account, available to pay for Transactions and the fees and charges payable under this Agreement;

      "Business Day"

      any day other than a Saturday or Sunday or a bank or public holiday in England;

      "Customer"

      means you;

      "Finndon"

      means Finndon Ltd, a company registered in England and Wales (company number 12373271) with its registered office at 4 The Boulevard, Fulham, London SW6 2UB

      "Finndon App"

      means the mobile application available within iOS and Android application stores, from which your Finndon Account can be managed;

      "Finndon Card"

      means the Finndon Card issued to you by TPL, for the purpose of effecting Transactions on the Finndon Account in accordance with the terms of this Agreement;

      "Finndon Account"

      means the electronic account to which your card is linked, provided to you by Modulr together with any related services, under the Modulr Account Terms and Conditions;

      "Force Majeure Event"

      means any cause affecting, preventing or hindering the performance by a party of its obligations under this Agreement arising from acts, events, omissions or non-events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster;

      "KYC Checks"

      means the know your client due diligence checks required to be undertaken to identify and verify your identity in accordance with applicable anti-money laundering laws and regulations;

      "Merchant"

      means a provider of goods and/or services who accepts the Finndon Card as a means of payment whether at a distance (e.g. by telephone and/ or on-line) or over the counter (as applicable);

      "Modulr"

      means Modulr Finance Limited and Modulr FS Limited;

      "Modulr Finance Limited"

      means Modulr Finance Limited, a company registered in England and Wales (company registration number 9897957), with its registered office at Scale Space, 58 Wood Lane, London, W12 7RZ;

      "Modulr FS Limited"

      means Modulr FS Limited, a company registered in England and Wales (company registration number 9897919), with its registered office at Scale Space, 58 Wood Lane, London, W12 7RZ;

      "Modulr Terms and Conditions"

      means (1) the Introduced Client Terms of Business (2) the PIS Termsщц and Conditions attached, (3) the End User PIS Terms and Conditions and (4) The Modulr Account Terms and Conditions, each of which are set out at Schedule 1 and together form a separate agreement between you and Modulr, governing the terms on which you may use the Finndon Account.

      "Personal Data"

      means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

      "Security Details"

      means any details or security procedures we tell you about which you must follow or use to give an instruction, confirm your identity or access a device (for example, a passcode, password, PIN, or biometric data such as a fingerprint);

      "Third Party Provider"

      means a Third-Party payment service provider which, with your permission, is authorised by law or regulation to access the Finndon Account information;

      "TPL"

      means Transact Payments Limited, a company registered in Gibraltar under company number 108217 whose registered office is at 6.20 World Trade Centre, 6 Bayside Road, Gibraltar GX11 1AA;

      "TPL Terms and Conditions"

      means the TPL Terms and Conditions set out at Schedule 2 which form a separate agreement between you and TPL and which govern the terms on which you may use the Finndon Card;

      "Transaction"

      means a transaction in which a Finndon Card is used by you, in any manner, to credit and/or debit money to or from the Finndon Account;

      "we", "us" or "our"

      means Finndon, Modulr or TPL as applicable;

      "Website"

      means: www.finndon.com; and

      "you" and "your"

      means the named Customer to whom the Finndon Account and Finndon Card is issued

    2. references to persons will be construed so as to include bodies corporate, unincorporated associations and partnerships;
    3. references to clauses and the Schedules are to clauses of and the Schedules to this Agreement, and references to paragraphs are to paragraphs in the Schedules in which such references appear and references to this Agreement include the Schedules;
    4. any phrase introduced by the term "include", "including" "in particular" or any similar expression will be construed as illustrating and will not limit the sense of the words preceding that term; and
    5. the headings to the clauses of this Agreement and to the paragraphs of the Schedules will not affect its construction.
  2. Your Account and Card
    1. Your Finndon Account is an e-money account held in pounds sterling. If you order a Finndon Card that is associated with your Finndon Account, the Finndon Card will be a prepaid payment card, not a credit card, a charge card or a bank account debit card and funds loaded onto your Finndon Account will not earn any interest.
    2. The Finndon Account is an electronic money product. Electronic money stored in the Finndon Account is issued by Modulr and is promoted, made available and administered by Finndon as an electronic money agent for Modulr.
    3. Your Finndon Card is linked to your Finndon Account and payments will be credited into your Finndon Account which are then allocated to your Finndon Card and added to your Available Balance.
    4. The Finndon Card is issued by TPL pursuant to a license by Mastercard® International Incorporated. TPL is authorised and regulated by the Gibraltar Financial Services Commission (FSC No. 17643) for the issuing of electronic money.
    5. Mastercard is a registered trademark, and the circles design is a trademark of Mastercard International Incorporated.
    6. Your rights and obligations relating to the use of your Finndon Account and Finndon Card are as set out in this Agreement between you and us; you have no rights against Mastercard or its respective affiliates. If you experience any difficulties in using your Finndon Account and/or Finndon Card you should contact our customer services team.
    7. Your Finndon Account is not transferrable and may only be used by you and your Finndon Card remains the property of and belongs to TPL at all times.
    8. The use of your Finndon Account and Finndon Card is also subject to the Modulr Terms and Conditions and the TPL Terms and Conditions, set out in Schedules 1 and 2 of this Agreement.
  3. Applying for and registering your Finndon Account
    1. To apply for a Finndon Account, you must:
      (a)

      be at least 18 years old;

      (b)

      be legally entitled to residency and be resident in the United Kingdom;

      (c)

      not have tax obligations in the United States of America (W8-Ben filing)

      (d)

      not be on any PEPs and Sanctions lists

    2. We will conduct applicable KYC Checks to identify you. We will keep records of any information and documents you provide to us for the purpose of KYC Checks, in accordance with our Privacy Policy, which can be found here: https://finndon.com/privacy.
    3. To protect our customers from fraudulent activity, we may request for additional information and/or documentation from you, before granting you access to Finndon products. We can use different types of authentication and we may ask you (without limitation):
      (a)

      to provide photos of identification documentation (such as a passport or driving licence) and proof of your residential address (such as a gas bill, electricity bill, council tax bill or bank statement) not less than three months old;

      (b)

      to provide certified copies of the aforesaid documents if we are unable to verify your identity based on the provided documents;

      (c)

      for a photograph of your face or a live video to make sure that you are an owner of the provided documents; and

      (d)

      to answer additional questions.

    4. We will register your Finndon Account for you on the basis of the Information that you have provided to us. You must provide accurate information and tell us of any changes to your Information as soon as possible so that our records remain correct.
    5. If we discover that the information we hold about you is incorrect, we may have to suspend or cancel your Finndon Account until we can establish the correct information, in order to protect you and us.
    6. To use the Finndon Account, you will need to download the Finndon App via your mobile device, or login to your account on the Website.
    7. The Finndon App is only supported on iOS and Android, where the operating system has not been modified (including by jailbreaking to remove any restrictions imposed by the manufacturer or operator), or configured to allow software installation from anything other than the Apple App Store and Google Play. Use of the Finndon App on any other devices or from any other sources is at your risk and we cannot be held responsible for any resulting financial loss or loss of data or personal information.
    8. You must not give your Finndon Card and/ or Finndon Account details to other people or allow others to use it.
    9. You may also have other Security Details that you use in connection with the Finndon Card and Finndon Account. You must not share any PIN or Security Details with anyone else. We would never ask you for your PIN or Security Details.
    10. You should check the Transactions recorded in your Finndon Account on a regular basis for any Transactions that you have not authorised, and notify us immediately of any suspicious activity, as per clause 7
  4. Applying For A Finndon Card
    1. If you apply for a Finndon Card as part of the Finndon Account registration process, it will be posted to the address you have provided to us.
    2. If the Finndon Card is intercepted before you receive it, you will not be liable for any misuse, but you must ensure that you keep your Finndon Card safe at all times after receipt, including before it is activated.
    3. As soon as you receive your Finndon Card you must sign the signature strip on the reverse and contact us to activate it by:
      (a)

      calling our customer services team; or

      (b)

      accessing your Finndon Account through either the Finndon App or the Website.

    4. Your Card cannot be used until signed and activated. A personal identification number (“PIN”) is supplied which is particular to your Finndon Card. This may be sent to you in the post, or made available to you on the Finndon App or Website by logging in to your Finndon Account.
  5. Transferring and Sending Funds to and from Your Finndon Account
    1. Subject to the limits set out in clause 5.5, funds can be added to the Finndon Account through UK Faster Payments, UK BACS Credit, UK CHAPS payments, PISP and P2P Payments. You will require your Finndon Account details for adding funds via any one of these methods.
    2. When your Finndon Account is credited the funds will be allocated to your Finndon Account and added to your Available Balance as soon as we receive them.
    3. We may not credit your Finndon Account with a payment intended for your Finndon Account if:
      (a)

      the Finndon Account has reached any applicable maximum limit;

      (b)

      the Finndon Account is inactive or suspended or blocked;

      (c)

      the sender has provided incorrect or invalid details for your Finndon Account;

      (d)

      we suspect fraudulent activity on your Finndon Account; or

      (e)

      to do so is prohibited by any law.

    4. The funds may be sent back to the sender without notifying you if paragraph 5.3 applies.
    5. If a Customer that has not been verified by us loads funds onto the Finndon Account before we have fully completed our KYC Checks, we may require you personally to provide such evidence of identity, residence and such other information as we may consider appropriate based on your circumstances. We reserve the right to suspend your Finndon Account until you have provided us with the requested information. We may, without stating reasons and with no right to compensation to you, refuse to activate your Finndon Account or allow you to open a Finndon Account. You will be notified of this refusal by e-mail to the address that you provide to us. Limits may apply to the number of times funds may be transferred to or from the Finndon Account in any week and certain minimum and maximum transfer limits may apply as per the below table:
      Limit Type
      Max. Number POS transactions
      Max Value POS spend (£'GBP)
      Max Value POS transaction (£'GBP)
      Max Value POS transaction (£'GBP)
      Max Number of ATM withdrawals 1
      Max Value ATM withdrawal (£'GBP)
      Max Number of ATM withdrawals
      Max Value ATM withdrawal (£'GBP)
      Max Number of ATM withdrawals
      Frequency
      1 day
      1 day
      1 day
      30 days
      1 day
      1 day
      30 days
      30 days
      365 days
      Account Limits
      Premier
      Premium
      15
      £3,000
      £3,000
      £10,000
      5
      £250
      80
      £3,000
      365
      15
      £5,000
      £5,000
      £20,000
      5
      £250
      80
      £3,000
      365
    6. Fees may also be charged to your Finndon Account for certain transfer methods (please refer to clause 15 set out below).
  6. Using Your Finndon Card and Account
    1. You may use your Finndon Card globally at any Merchant that displays the Mastercard acceptance mark, excluding limited acceptance by Merchants in the European Economic Area that do not accept prepaid products. We cannot guarantee that a Merchant will accept your Finndon Card and where it is not possible to obtain online authorisation that you have a sufficient Available Balance for a Transaction, the Finndon Card cannot be used. This may be the case for transactions on trains, ships, and some inflight purchases. You will be responsible if an offline Transaction does go through for whatever reason and you must repay us the amount that exceeds the Available Balance.
    2. You will not be able to use your Finndon Card after this Agreement has ended, your Finndon Card has expired, has been cancelled or while suspended, or if your Finndon Card has been reported lost, copied, stolen, or its safety has been compromised.
    3. We may not credit your Finndon Account with a payment intended for your From time to time, your ability to use your Finndon Card may be interrupted, e.g. when we carry out maintenance, we need to address a technical issue, or if a Force Majeure Event occurs. If this happens, you may be unable to:
      (a)

      transfer funds to the Finndon Account

      (b)

      use your Finndon Card for Transactions or obtain cash from ATMs (if applicable); and/or

      (c)

      obtain information about your Available Balance and/or about your recent Transactions.

    4. If you use your Finndon Card to make a Transaction in a currency other than pounds sterling, there will be a Mastercard exchange rate applied. The amount deducted from your Available Balance will be the amount of the Transaction converted to pounds sterling using a rate set by Mastercard on the date the Transaction is processed. You may also be charged a foreign exchange fee as set out in the Fees & Charges in Section 15. In order to allow you to compare charges for currency conversion, you can view the real-time percentage difference between the amount that will be charged on your Finndon Card for a foreign currency transaction (consisting of the mark-up applied by Mastercard as well as any other charges) and the latest available euro foreign exchange reference rates issued by the European Central Bank. You can view this information on the Finndon App.
    5. Where paying in a currency other than pounds sterling, we may also charge a foreign currency fee (please refer to the fees in clause 15 set out below).
    6. You acknowledge that balances and the Available Balance shown in the Finndon App or on the Website are only approximate real time balances rather than the settled balances in the Finndon Account. A real time balance may not take into account pending Transactions. We will provide you with information on any pending Transactions as soon as we have the information. We will also deduct any applicable fees as may apply, from time to time (please refer to the fees in clause 15 set out below).
    7. We can suspend, block or cancel your Finndon Account or Finndon Card at any time with immediate effect without any prior notice to you if:
      (a)

      we discover any of the Information that you provided to us when applied for your Finndon Account was incorrect;

      (b)

      we suspect unauthorised or fraudulent use of the Finndon Account, Finndon Card or any security information related to your Finndon Card or Finndon Account

      (c)

      you have reached any applicable limits on your Finndon Account;

      (d)

      you have breached this Agreement;

      (e)

      we believe that this is necessary for security reasons;

      (f)

      any legal or regulatory obligations require us to do so;

      (g)

      we have reason to believe that you have used, or intend to use the Finndon Account or Finndon Card in a negligent manner or for fraudulent or other unlawful purposes; or

      (h)

      we cannot process any Transactions due to the actions of third parties.

    8. If we take any of the steps referred to in clause 6.7, we may ask you to stop using your Finndon Card and either return it to us or destroy it. If after further investigations we have a reasonable belief that the circumstances leading to the suspension or restriction of your Finndon Account no longer apply, we will remove the restrictions and/or issue you with a replacement Finndon Card as appropriate.
    9. In the event that we do cancel or block your Finndon Card, we will, if appropriate, tell you prior to stopping or blocking and provide you with the reasons for doing so. If we are in the circumstances unable to give you such prior notice we will inform you as soon as reasonably possible. In addition, we may advise anyone involved in a Transaction if a suspension has taken place.
    10. If we do block or cancel your Finndon Card, we will unblock it as soon as practicable after the reasons for so blocking or stopping cease to exist.
    11. You can check your Available Balance and enable or disable your Finndon Account and reveal the PIN by logging in to your Finndon App, or by contacting our customer services team.
    12. In some circumstances Merchants may require verification that your Available Balance will cover the Transaction amount and initiate a hold on your Available Balance for that amount. Examples include hotels, rental cars, or if you wish to use your Finndon Card at a petrol station. In the event a Merchant places preauthorisation on the Finndon Account, you will not have access to these funds until the Transaction is complete or released by the Merchant which may take up to 30 days.
    13. The Finndon Card is a prepaid payment card, which means that the Available Balance will be reduced by the full amount of each Transaction you make, plus any applicable taxes and charges, including additional ATM charges, if any. You must not use the Finndon Card if the aggregate amount payable exceeds the Available Balance.
    14. The Finndon Card should not be used as a form of identification.
    15. The Finndon Card should not be used for any illegal purpose or in any manner prohibited by law.
  7. Authorising Transactions
    1. You will need to authorise each Transaction. This includes authorising any single or recurring Transaction or pre-authorising future Transactions of a certain or uncertain amount.
    2. A Transaction may be regarded as authorised by you where you have authorised the Transaction at the point of sale by following the instructions provided by the Merchant, which may include:
      (a)

      entering your PIN or providing another Security Detail; or

      (b)

      your signature; or

      (c)

      providing your Finndon Card details and/or providing your Security Details as requested; or

      (d)

      using your Card for contactless Transactions, where possible.

    3. We may refuse to execute a Transaction if we suspect that such transaction is unauthorised, unlawful or fraudulent. However, we will be entitled to treat a Transaction as authorised by you if:
      (a)

      the Finndon Card PIN or other security code personal to you is used; or

      (b)

      the Finndon Card is used and you have authorised the transaction by signature of the payment receipt.

    4. Once you have authorised a Transaction, we will deduct its value from your Available Balance immediately, subject to sending a receipt of the payment order.
    5. You must also comply with any additional third-party terms connected with the use of your Finndon Account or Finndon Card, including those set out in Schedules 1 and 2 of this Agreement.
    6. Only future dated authorised Transactions may be withdrawn by you by giving notice to the Merchant (providing a copy of the notice to us if requested) as long as such notice is provided no later than the close of business on the Business Day before the Transaction was due to take place.
    7. If you have authorised a Transaction with a merchant for an uncertain amount and you were charged more than you could have reasonably expected you have a right to a refund from us if you inform us within eight weeks of this Transaction having taken place. You will not be given this right if you directly consented to this Transaction and information about the Transaction has been made to you by the Merchant four weeks prior to the Transaction.
    8. We may ask you to provide information and/or documentation as is reasonably necessary to verify that conditions in clause 7.7 are satisfied.
    9. If you ask us to make a refund under clause 7.7 then, within 10 Business Days of the date we receive your request (or if we ask for more information and/or documentation under paragraph 7.8, within 10 Business Days of the date we receive that information) we will either:
      (a)

      refund the payment in full; or

      (b)

      tell you the reasons why we do not agree to the refund.

    10. You will not be entitled to a refund under paragraph 7.7 if:
      (a)

      you have given us your consent for the payment to be made;

      (b)

      if the payment in question was higher than you reasonably expected to pay as a result of a change in any currency exchange rate.

    11. Paragraph 7.10 does not limit your rights under the Direct Debit Guarantee Scheme.
    12. It is your responsibility to ensure you provide correct recipient account details and payment amounts when making any payment or setting up a payee. You are responsible if you give us incorrect instructions or mistakenly instruct us to make the same payment more than once, but we will try to help you get the money back. We may not always be able to do this, but we will do what we reasonably can. We may charge you a fee for tracing, recalling or cancelling a payment. If we cannot get the money back, you can request the relevant information we have about the transaction to help you reclaim the money. We will provide this information on receiving a written request from you, unless the law prevent us doing so.
    13. You can authorise us to make a payment from your Finndon Account via the Finndon App by setting up electronic payments and giving us instructions via a third party, such as through a Direct Debit scheme or via Modulr or TPL. We will be entitled to treat a payment as authorised by you if:
      (a)

      the Transaction was authorised from the Finndon App using the required app entry passcode or credentials and that the payee had been approved using the verification code sent in the payee approval SMS;

      (b)

      you have set up or agreed to any Direct Debit payments to be taken from your Finndon Account; or

      (c)

      Modulr or TPL has made a payment from your Finndon Account following your instruction to do so.

    14. We may refuse to execute or process a payment (without prior notice to you) if:
      (a)

      the Finndon Account does not have sufficient Available Balance to cover the payment;

      (b)

      the Finndon Account is suspended or closed;

      (c)

      the Finndon Account has reached its applicable limit;

      (d)

      we suspect fraudulent activity on your Finndon Account or the payment is unlawful or fraudulent;

      (e)

      we are concerned about fraud or unauthorised access to your Finndon Account by a payment initiation service provider other than Modulr or TPL; or

      (f)

      as required to comply with any law or the rules of any regulatory body in the United Kingdom or European Economic Area.

    15. If we refuse to process a payment under clause 7.14
      (a)

      we will notify you via email, text message or through the Finndon App of the refusal and unless the law prevents us we will tell you the reasons, at the earliest opportunity and no later than the end of the next Business Day following receipt of the payment order;

      (b)

      we will not be liable for any loss this may result in, nor will we be obliged to inform the intended recipient; and

      (c)

      you can check your Finndon Account to verify whether there was enough Available Balance and/or whether correct recipient details were provided and if you contact our customer services team we will if possible tell you what you can do to correct any errors in your Payment Instruction.

    16. In the event of suspected or actual fraud or security threat to your Finndon Card or Finndon Account, we will use SMS messaging, telephone, post, email or another secure procedure to contact you. We may ask you to verify your identity for security purposes.
    17. You will generally not be able to stop any payment once it has been authorised by you or Modulr or TPL. However you may be able to stop a Direct Debit payment provided that:
      (a)

      you cancel the Direct Debit before the end of the Business Day preceding the day your Finndon Account is due to be debited; and

      (b)

      the payment has not already been made.

    18. If you stop or cancel a Direct Debit, you must tell the recipient to whom the Direct Debit is payable. We will not be responsible if you fail to inform them and the recipient will not have any claim against us.
    19. If, for any reason, a payment is processed for an amount greater than the Available Balance on your Finndon Account, you must repay us the amount by which the aggregate amount payable exceeds your Available Balance immediately after receiving a demand notice or notification from us. Should you not repay this amount immediately after receiving a demand notice or notification from us we reserve the right to take all steps necessary, including legal action and/or closing the Finndon Account, to recover any monies outstanding.
    20. If you initiate a payment to be made from your Finndon Account to a recipient within the European Economic Area and the transaction is executed late, we will, upon your request, contact the recipient’s payment services provider on your behalf to request that the credit value date for the recipient’s account is the date when the payment should have been received, had the Transaction not been delayed.
    21. If you have any dispute(s) about purchases made using your Finndon Account, you should settle these with the relevant Merchant from whom you bought the goods or services. We are not responsible for the quality, safety, legality or any other aspect of any goods or services purchased using your Finndon Account.
  8. Using Third Party Providers
    1. You can choose to use an authorised Third Party Provider to provide account information services to you, provided that you have signed up to use Finndon App and your Finndon Account is active. We advise that before using a Third Party Provider, you ensure that the Third Party Provider is authorised by a regulator to provide their services.
    2. The Financial Conduct Authority and the European Banking Authority maintain registers of appropriately regulated Third Party Providers which you can access to confirm the Third Party Provider is authorised. We take no responsibility for the information or services provided to you by that Third Party Provider.
    3. In order to allow a Third Party Provider to access your Finndon Account, you must contact us and we will provide all necessary instructions and security verifications which the Third Party Provider will need in order to access your Finndon Account.
    4. If you allow or give consent to an Third Party Provider to access your Finndon Account to provide their services to you, you should know that we have no control over how an Third Party Provider will use your information nor will we be liable for any loss of information after an Third Party Provider has access to your information.
    5. Do not give your Security Details to a Third Party Provider.
  9. Keeping Your Card And Account Details Safe
    1. You must not give your Finndon Card and/ or Finndon Account details to other people or allow others to use it.
    2. You must not:
      (a)

      allow a third party other than a regulated Third Party Provider to use your Finndon Account to provide you with their services;

      (b)

      allow another person to use your Finndon Card;

      (c)

      write down your PIN or any security information in a way that enables a third party to make fraudulent use of your Finndon Account or Finndon Card;

      (d)

      disclose or make available your PIN or other security information related to your Finndon Card and Finndon Account to third parties;

      (e)

      disclose or make available your Finndon App credentials to a third party unless the third party is an Third Party Provider and you want to use services provided by them; and/or

      (f)

      enter the PIN in any ATM that does not look genuine, has been modified, has a suspicious device attached or is operating in a suspicious manner.

    3. You may also have other Security Details that you use in connection with the Finndon Card and Finndon Account. You must not share any PIN or Security Details with anyone else. We would never ask you for your PIN or Security Details.
    4. You should check the Transactions recorded in the Finndon App on a regular basis for any Transactions that you have not authorised, and notify us as per clause 7.
  10. Our Liability
    1. Except as set out in this clause 10, we shall not be liable to you for any indirect or consequential loss or damage (including without limitation loss of business, profits or revenues), incurred in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
    2. We will not be liable for any loss arising from:
      (a)

      a Merchant refusing to accept a Transaction from your Finndon Account;

      (b)

      where you acted;

      (i)

      in an unauthorised or fraudulent manner;

      (ii)

      in such a way as to materially breach this Agreement, or any other agreement with us or any Third Party Agreement; or

      (iii)

      with gross negligence.

      (c)

      the occurrence of a Force Majeure Event;

      (d)

      any default resulting directly or indirectly from any other cause beyond our control, including but not limited to, a lack of funds and/or failure of network services at ATMs, maximum withdrawal limits set by ATM operators and failure of data processing systems or

      (e)

      the goods or services (or in connection with use of the goods and services) that are purchased with your Finndon Card;

    3. Where your Finndon Card is faulty, our liability shall be limited to replacement of your Finndon Card loaded with any Available Balance.
    4. Where sums are incorrectly deducted from your Available Balance and in all other circumstances, involving non-execution, defective or late execution of a Transaction, our liability shall be limited to payment to you of an equivalent amount to the loss, together with any interest or charges incurred.
    5. Nothing in this Agreement shall exclude or limit our liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, liability for fraud or fraudulent misrepresentation, or otherwise to the extent that our liability cannot be limited or excluded under applicable law or regulation.
    6. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
    7. The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates including Modulr, TPL, Mastercard, and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.
  11. Your Right To Withdraw Funds
    1. You have the right to redeem your Available Balance at any time, whether in full or in part, before the termination date (and thereafter only in full). You can do so by contacting customer services, indicating the amount to be redeemed.
    2. When we process your redemption, or return funds in accordance with clause 13 (Termination and Expiry), we reserve the right to charge a redemption fee (set out clause 15) except:
      (a)

      during the Cooling-Off Period; or

      (b)

      during the 12 months following the expiry of your last Finndon Card connected to the Finndon Account; or when you are terminating your Finndon Account because you do not wish to accept a change to the terms of this Agreement that we have notified you of.

    3. We will return your Available Balance in pounds sterling to your personal bank account or where this is not possible, we will send you a cheque to the last address we hold on file for you. Before we do so, we may need to verify your identity in order to satisfy applicable law (and we reserve the right to withhold funds where we have a reasonable concern regarding fraud or other security issues).
    4. If there are any funds remaining on the Finndon Account one year after the termination date or cancellation or expiry of your last Finndon Card connected to the Finndon Account (or, if earlier, any other termination of this Agreement), and you have not requested a redemption, or have not provided us with all necessary information to enable us to make the redemption, an ongoing monthly inactivity fee will be payable and will be deducted from your Available Balance (see the fees applicable in clause 15).
    5. Your funds are available for redemption by contacting customer services at any time before the end of the 6 years following the termination of this Agreement (subject to any applicable fees set out in clause 15). After the expiry of the 6- year period you will no longer be able to redeem your funds.
  12. Your Liability
    1. If you believe that a Transaction has been incorrectly executed or was not authorised by you, you must inform us immediately via customer services. Failure to notify us immediately on becoming aware or, in any event, within 13 months from the date of the unauthorised or incorrectly executed Transaction will result in you losing your entitlement to have the matter corrected.
    2. Where we establish that a Transaction was not authorised by you and you have notified us in a timely manner and within 13 months of the date of the unauthorised Transaction, unless Section 12.3 applies, we shall refund to you the full amount debited without authorisation.
    3. You will be liable for:
      (a)

      all losses incurred in respect of a Transaction made by us which was not authorised by you, if you have acted fraudulently, or have intentionally or with gross negligence failed to comply with the obligations set out under clause 9 (Keeping Your Card and Finndon Account Secure) or you have not notified us in a timely manner in accordance with Section 12.2; and

      (b)

      where Section 12.3(a) does not apply, up to £35 of any losses incurred in respect of a Transaction not authorised by you, where you have otherwise failed to comply with your obligations under Keeping Your Finndon Card and Finndon Account Secure (clause 9).

    4. In any event, we will refund the full amount where:
      (a)

      the loss, theft or misuse was not detectable to you prior to a Transaction; and/or

      (b)

      the unauthorised Transaction was caused by the acts or lack of action on our part (including an employee or agent or a third party to which we have outsourced activities).

    5. If any of the above circumstances in this Section 12.1 or 12.2 apply, you may also contact the Merchant as this may support the resolution of the dispute.
    6. If we refund a disputed Transaction to the Finndon Account and subsequently receive information to confirm that the Transaction was authorised by you and correctly deducted from your Available Balance, we shall:
      (a)

      deduct the amount of the disputed Transaction from your Available Balance; and

      (b)

      re-charge any fees and/or charges that you owe us.

  13. Termination And Expiry
    1. This Agreement is entered into on receipt of your completed and signed Finndon application form by us. You may terminate this Agreement at any time by giving notice to Customer Service, or by cancelling or closing your Finndon Account pursuant to clause 11.
    2. You have the right to withdraw from this Agreement for a period of up to 14 calendar days beginning from the commencement of the Agreement (the “Cooling- Off Period”) without any penalty but subject to deduction of any fees incurred by us only in relation to Transactions you have made (as set out in clause 15). If you withdraw from the Agreement during the Cooling-Off Period no other fees or charges will be incurred. You can withdraw by contacting our customer services team within the 14-day Cooling-Off Period.
    3. You also have the right to terminate this Agreement after the Cooling-Off Period at any time. You can do so by contacting customer services. On receipt of your instruction, we will debit any outstanding Transactions and deduct any applicable fees. You can then redeem your unused Available Balance as specified in Section 11 of this agreement.
    4. Once the Agreement has been terminated, you must destroy your Finndon Card.
    5. At our sole discretion, we may terminate this Agreement with at least 2 months’ notice.
    6. We may terminate this Agreement immediately and without prior notice under the following circumstances:
      (a)

      if you have breached this Agreement;

      (b)

      you use (or allow someone else to use) the Finndon Account and/or your Finndon Card improperly, illegally or for criminal activity;

      (c)

      we must do so to comply with any law, regulation or by order or recommendation of the police or any relevant governmental or regulatory authority or court; or

      (d)

      we establish any information we relied upon in allowing you your Finndon Account was untrue;

    7. Your Findon Card will be valid for the period ending on the expiry date indicated on the front (“Expiry Date”). On the Expiry Date, your Finndon Card will cease to function and you will have no further right to use it for Transactions. This Agreement will terminate when your Finndon Card expires unless you request or are issued with a replacement.
    8. If either party terminates this Agreement in accordance with this Section 13 we will immediately cancel any Finndon Cards that have not expired.
    9. All Direct Debit transactions that were set up on the Finndon Account will be rejected once your Finndon Account is closed.
  14. Changes To This Agreement
    1. If we intend to make changes to the terms of this Agreement, we will give you at least 2 months written notice before the changes come into effect unless the changes are required due to a change in relevant legislation or regulations and we are prevented from giving you 2 months’ notice. In those circumstances, we will give you as much written notice as possible.
    2. Notices and the up-to-date version of this Agreement will always be available on the Website.
    3. When we notify you of a change to this Agreement, you will have the right to terminate the Agreement without charge prior to the change taking effect. If you do so, we will refund your Available Balance in the Finndon Account in accordance with clause 11 (Your Right to Withdraw Funds).
    4. You will be deemed to have accepted all of the notified change(s) unless you tell us that you do not agree prior to the change(s) taking effect. If you notify us that you do not agree, we will treat your notice to us as notification that you wish immediately to terminate this Agreement and we will refund your Available Balance in the Finndon Account in accordance with clause 10 (Your Right to Withdraw Funds). You will not be charged an Account Closure Fee.
  15. Fees And Charges
    1. The fees and charges set out below apply to the use of your Finndon Account and Card:
      Item
      Fee
      Premier account
      No fee
      Premium account
      £120.00 a year or £39.99 per quarter
      Tracker and budgeting tools
      No fee
      Refusing payment due to lack of funds
      No fee
      Cash withdrawals in GBP in UK
      No fee
      Cash withdrawal in foreign currency outside the UK
      No fee for withdrawing cash in foreign currency outside the UK on weekdays. 1% fee on weekends. The Mastercard exchange rates will also apply to any such withdrawal and you may also be charged a fee by the local ATM provider
      Debit card payment in GBP
      No fee
      Debit card payment in foreign currency
      No fee for making a payment in a foreign currency, however: if you choose to make the payment in the foreign currency, the Mastercard exchange rates in force from time to time will apply;- if you choose to make the payment in GBP, the merchant will apply their own exchange rate and may apply their own fees
      Sending money within the UK by faster payment, direct debit, standing order
      No fee
      Sending money outside the UK
      For non-GBP currencies – a fee of 0.5%
      Receiving money from within the UK
      Free of charge to receive GBP into your account
      Receiving money from outside the UK
      Not currently possible
      Round up
      No fee
      IFTTT fun savings rules
      No fee
      Replacement card (first card)
      No fee, we are (currently) only able to send cards within the UK.
      Replacement card (second card)
      £5 fee, we are (currently) only able to send cards within the UK.
      Inactivity following termination of account
      £4 per month will be charged on any remaining account balance within a terminated account still present 365 days after termination date.
    2. When you use your Finndon Card at an ATM, you may also be subject to fees and/or surcharge rules and regulations of the relevant ATM provider, or other financial institution or association.
    3. You are responsible for ensuring that you have sufficient Available Balance when you authorise a Transaction.
    4. Depending on the way you use your Finndon Account, there may be other limits beyond our control. For example, certain cash machines may have their own limits attached, which could be less than the limit on your Finndon Account.
    5. You may have to pay third parties for the use of services connected with your Finndon Account (for example, a mobile phone, or app provider). Any such fees and/or charges are your own responsibility.
    6. We have no control over third parties that may apply a charge to you for processing the Transaction or who convert the local currency into other currencies and charge a rate or spread for doing so.
    7. In case the Available Balance on your Finndon Account is not sufficient to meet the fees outlined above, we shall send a notification to you and will require you to refund us immediately after receiving the notification. Should you not repay this amount immediately after receiving the notification from us we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.
  16. Your Details
    1. We may contact you by telephone, letter, SMS text message or email at the contact details you provide us.
    2. You must let us know as soon as possible of any changes to your name, address, telephone number or e-mail address. We may request proof of any changes to your details.
    3. If we contact you in relation to your Finndon Account, we will use the most recent contact details you have provided to us. Any e-mail to you will be treated as being received as soon as it is sent by us using the details you have most recently provided.
    4. If you do not tell us promptly about any change to your contact details, the security of your information may be at risk and you may not receive important information from us, including notices about changes to this Agreement.
    5. If you do not provide us with a valid mobile number, this may restrict your ability to make online Transactions.
  17. Data Protection
    1. All Personal Data collected by us or our service providers and passed to us in relation to this Agreement will be handled in accordance with our Privacy Policy located at https://finndon.com/privacy and in accordance with all applicable laws and regulations.
    2. To make a payment we may transfer your personal data and other information to any payment service provider used to complete your payment instruction. By making a payment instruction you acknowledge this transfer of such information. We will contact you if any additional information is required from you in relation to such payment. If you require any information about payment service providers used in relation to payments, you can contact our customer services team. We may also transfer your information outside of the European Union and the European Economic Area to enable you to use your Finndon Card while travelling or as permitted by law.
  18. Notices And Informing Us Of Lost Or Stolen Cards
    1. If you have an enquiry relating to your Finndon Account, please contact customer services team on customerservices@finndon.com.
    2. You must without undue delay report your Finndon Card lost or stolen, by calling the contact number at +44 (0) 20 8187 4000, which is available from 09:00- 20:00 Monday to Saturday, or report your card lost or stolen via the Finndon App.
    3. Provided that you have followed one of the steps in accordance with paragraph 18.2 and that paragraph 18.5 does not apply, then you will not be liable for losses that take place following the date on which you have blocked your Finndon Card and/or Finndon Account or informed our customer services team. If there is an Available Balance remaining on your Finndon Account, you can request for a replacement Finndon Card for your Finndon Account via the Finndon App. If we replace the Finndon Card, the Finndon Card will be delivered to your address (subject to the payment of any applicable fee in accordance with clause 15).
    4. You will be liable for all losses arising from the unauthorised use of your stolen, lost or misappropriated Finndon Card or Finndon Account security information in the event that: (i) you have acted fraudulently; or (ii) you have acted with gross negligence or intentionally in breach of this Agreement by failing to notify us without undue delay of the lost, stolen or misappropriated Finndon Card or Finndon Account security details and/or by failing to keep your Finndon Card or Finndon Account security information safe.
    5. You may be liable up to a maximum of £35 for any losses you incur in relation to unauthorised payment transaction carried out using lost, stolen or misappropriated Finndon Card or Finndon Account security information. This charge, however, will not apply, except where you have acted fraudulently: (i) if it was not possible for you to detect the loss, theft or misappropriation before the payment was made; or (ii) if the loss was caused by an employee or agent of us or of anybody which carried out the activities on our behalf.
    6. Where we are allowed by law, we may contact you in any variety of ways, such as SMS, e-mail or calls to your mobile telephone or any other way available to us now or in the future.
    7. We will never ask you for your personal banking details (for example, PIN and/ or other Security Details) by letter or email. If we contact you by phone, we may need to identify you. We will do this by asking you for certain information known only to you.
    8. We will never ask you to make payments from the Finndon Account to another account or ask for your PIN.
    9. You can ask us for any additional copy of this Agreement at any time by contacting Customer Services.
    10. You can view the UK’s Payment Service Regulations 2017 at: www.legislation.gov.uk
  19. Complaints
    1. If you are unhappy in any way with your Finndon Account, or with the way it is administered or serviced, please contact our customer services team at +44 (0) 300 303 4371.
    2. Details of our complaints procedure can be obtained upon request by contacting our customer services team.
    3. If we are unable to resolve your complaint or if you are dissatisfied with the conclusion that we came to, you have the right to take your complaint to the Financial Ombudsman Service within 6 months of receiving our final response or Summary Resolution Communication. The Financial Ombudsman Service provides a free, independent, complaint resolution service. Details of the service offered by the Financial Ombudsman Service and how to refer a complaint to them are available at: www.financial-ombudsman.org. uk. You can contact them at Exchange Tower, Harbour Exchange, London E14 9SR. Tel: 0300 123 9123 or 0800 023 4567 (or +44 20 7964 0500 if you are calling from outside the UK). Email: complaint.info@financial-ombudsman.org.uk
    4. There are also other options available, for example, you could submit a complaint to the FCA, our regulator, or try to invoke an alternative dispute resolution procedure by visiting the ODR Platform at http://ec.europa.eu/odr.
  20. Compensation
    1. Your Finndon Account is an electronic money product regulated by the Financial Conduct Authority. Your Available Balance is not covered by the Financial Services Compensation Scheme. In the unlikely event that we or Modulr or TPL become insolvent your funds are safeguarded under the EU Electronic Money Directive 2009/110/EC and UK Electronic Money Regulations 2011 which are designed to ensure the safety of funds held in electronic money accounts like your Finndon Account. No other compensation scheme exists to cover losses claimed in connection with your Finndon Account.
    2. As a responsible e-money issuer, Modulr ensure that on receipt of your funds, they are deposited in a secure account, specifically for the purpose of settling Transactions made by your Finndon Account.
  21. Variations To This Agreement
    1. Subject to paragraph 21.3, we may change this Agreement, including fees and limits by providing you with at least two months’ notice by e-mail (provided you have supplied us with an up-to-date e-mail address) or via an in-app notification. In addition, the most recent version of this Agreement will be available on the Finndon App or Website
    2. If you do not agree with the changes to the Agreement, you may at any time within the two months’ notice period terminate your Agreement and close your Finndon Account at that time in accordance with paragraph 21.1 without a charge. However, in the event you do not cancel during this period then you will be deemed to have accepted them and the changes will apply to you.
    3. If any part of this Agreement is inconsistent with any regulatory requirements then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement.
    4. There are some situations where we can make changes to this Agreement and we do not have to tell you in advance. These are changes you probably expect because of the nature of the product or service, or that we deem to be an improvement to the service with no negative monetary impact to you. We do not have to tell you personally in advance when any of the following happen:
    5. The change has no monetary detriment to you, better protects customer funds, provides a better service or if we introduce a new service or feature from which you can benefit. Whilst we will always, where possible, give you at least 2 months’ notice of any changes required by UK or EU law or regulation, there may be exceptional instances where this may not be possible. In such circumstances we will give you as much notice as possible.
  22. Severability

    The illegality, invalidity or unenforceability of any provision of this Agreement will not affect the legality, validity or enforceability of the remainder. If any such provision is found by any competent court or authority to be illegal, invalid or unenforceable the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without rendering them illegal, invalid or unenforceable.

  23. Assignment and Third Party Rights
    1. You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to the contract between us. You will remain liable until all Finndon Accounts and/or Finndon Cards registered in your name are terminated and all sums due under this Agreement have been paid by you in full. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under this Agreement to the extent permitted by applicable law and regulation.
    2. No third party who is not a party to this Agreement has a right to enforce any of the provisions in this Agreement, save that Mastercard and their respective affiliates may enforce any provision of this Agreement which confers a benefit or a right upon them.
  24. Entire Agreement

    This Agreement, constitutes the entire contractual relationship between us and you in relation thereto and there are no representations, promises, terms, conditions or obligations between the parties other than those contained or expressly referred to therein. This clause does not restrict liability of any party arising as a result of any fraud.

  25. Governing Law And Jurisdiction
    1. The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement will be governed by the law of England and Wales.
    2. The courts of England and Wales will have exclusive jurisdiction to settle any dispute which arises out of or in connection with this Agreement. The parties irrevocably agree to submit to that jurisdiction.

SCHEDULE 1
modulr terms and conditions of business

INTRODUCED CLIENT SCHEDULE
MODULR INTRODUCED CLIENT TERMS OF BUSINESS

BACKGROUND

Modulr is a provider of Modulr Products (as described to you by Partner Platform), which includes the provision of an electronic money account for businesses and associated payment services. The electronic money account is provided by Modulr FS. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client.

These Introduced Client Terms of Business (including all the attached Schedules), together with the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr, Modulr FS and the Introduced Client

THE PARTIES AGREE AS FOLLOWS:

  1. Interpretation

    In these Introduced Client Terms of Business: (a) a reference to a clause is a reference to a clause in these Introduced Client Terms of Business; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time.

  2. Modulr Products
    1. Modulr will make available to the Introduced Client such products that are provided to the Partner Platform and, as described by Partner Platform in the application process.
    2. The Account and Cards (where applicable) are provided by Modulr FS to the Introduced Client in accordance with the Modulr Account Terms and Conditions. Modulr Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.
    3. The Introduced Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).
    4. The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised.
    5. From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.
    6. The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Modulr discontinuing the provision of the Modulr Products as set out in clause 6.4.
    7. The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.
  3. Authorised Users
    1. Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.
    2. The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User
    3. Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.
    4. The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.
    5. The Introduced Client shall ensure its Authorised Users;
      1. take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and
      2. do not share any information that would enable another party to access the Introduced Client’s Account
    6. The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.
    7. The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had one full Business Day to act on any received notice. This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform.
    8. Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User. In this instance if additional Authorised Users are required they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.
  4. Accessing Modulr Products through a Partner Platform
    1. In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.
    2. The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.
    3. The Introduced Client acknowledges and agrees to the following:
      1. it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
      2. the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
      3. it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
      4. the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
      5. the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and
      6. it will only use the Account for the purpose set out in the Partner Platform Agreement.
    4. On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions
    5. If the Introduced Client has any complaint or concern relating to the Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.
  5. Customer Services
    1. The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users, Cardholders or Transaction information so that it can verify the identity of an Authorised User, the Cardholder and/or the Modulr Products provided to such Introduced Client.
    2. Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.
    3. As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.
  6. Term and Termination
    1. This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.
    2. The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
    3. Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
    4. Modulr may suspend or terminate this Agreement immediately if, for any reason, the Introduced Client (i) is unable to satisfy the Due Diligence Procedures, (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority. Modulr shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement.
    5. This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
    6. On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr FS such amount equal to the negative balance.
  7. Intellectual Property
    1. The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a nonexclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement.
    2. Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.
  8. Force Majeure

    Modulr and/or Modulr FS will not be liable for the non-performance or failure to provide any part of the Modulr Products occurring as a result of any events that are beyond the reasonable control of Modulr, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, nonperformance of third party suppliers, acts of God such as storm or lightening damage, or other causes over which Modulr and/or Modulr FS has no reasonable control.

  9. Assignment Transfer and Subcontracting
    1. The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr.
    2. The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement.
    3. In the event of any transfer of this Agreement by Modulr to another service provider; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer Services. On receipt of such notification, Modulr it will terminate this Agreement. Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.
    4. It is acknowledged by the Introduced Client that Modulr enters into this Agreement on its own behalf and as agent for and on behalf of Modulr FS with respect only to clauses 10 and 14 of these Introduced Client Terms of Business.
  10. Liability
    1. Nothing in this Agreement will operate to limit either party or its agent’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors.
    2. Modulr and Modulr FS makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
    3. The Introduced Client acknowledges and agrees that Modulr and/or Modulr FS are not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control, restriction measures or other measures implemented from time to time including as require, unless such loss, liability or damage is a direct result of Modulr and/or Modulr FS’s fraud, gross negligence or wilful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced Client.
    4. Modulr and Modulr FS shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or Cardholder or an Authorised User’s or Cardholder’s use of or inability to use of the Modulr Products.
    5. The Introduced Client agrees to indemnify Modulr and Modulr FS against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr and/or Modulr FS directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, or a Cardholder has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.
    6. Modulr and/or Modulr FS shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.
  11. Reports
    1. Modulr may make available certain management or other reporting or business administration functionality via the Website.
    2. Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.
  12. Data Privacy
    1. Modulr will collect and retain personal information about the Introduced Client and each Authorised User and Cardholder to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about it. Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client.
    2. Modulr processes personal information in accordance with relevant laws on the protection of personal data.
    3. If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data.
    4. Further information about how Modulr uses personal information can be found in Modulr’s Privacy Policy; please contact Customer Services for a copy of this.
  13. Changes to the Agreement
    1. Modulr may amend or modify this Agreement by giving no less than two (2) months’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform.
    2. The Introduced Client has no obligation to accept such amendments proposed by Modulr.
    3. The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect. In such circumstance, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions. In this circumstance the Introduced Client will not be charged a fee for the Account closure and return of any balance.
  14. General
    1. In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.
    2. Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time.
    3. In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.
    4. The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.
    5. This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
    6. This Agreement is governed by the laws of England and the Introduced Client agrees to the nonexclusive jurisdiction of the English courts.

SCHEDULE 1, ANNEX 1 – PIS TERMS AND CONDITIONS

  1. INTRODUCTION
    1. The terms of Annex 1 shall apply where the PIS is included within the Modulr Products provided to you.
    2. These PIS Terms and Conditions, alongside the Modulr Account Terms and Conditions form the agreement between Modulr FS and you and sets out the terms that apply to your use of PIS as defined below.
    3. We are authorised by the Financial Conduct Authority (FRN 900573) for the issuance of electronic money and providing payment services, including payment initiation services.
    4. Unless expressly stated in this Annex 1, the definitions contained in this Agreement shall apply to this Annex 1.
  2. DEFINITIONS
    Account Servicing Payment Service Provider or ASPSP –

    the third party payment service provider, such as a bank, with whom the End User holds an online payment account (Source Account) which we will access when you use PIS;

    End User –

    means your customer who wishes to purchase your goods and/or services using PIS, and who holds a Source Account;

    Information –

    in relation to PIS, means any information related to the organisation, and any personal information related to the End User;

    Payment Initiation –

    means a payment order initiated at the request of an End User from their Source Account to your Account;

    Payment Initiation Service or PIS –

    means a service to initiate a payment from a Source Account, as more particularly described in clause 3.

    Source Account –

    a payment account accessible online which an End User holds with an ASPSP;

  3. OUR SERVICES
    1. You can only use PIS if you have an Account. You can continue to use PIS as long as you continue to hold an Account.
    2. You will be able to use our API to allow an End User to initiate a payment from a Source Account to your Account.
    3. We will provide you with a redirection URL to provide to the End User to redirect them to their ASPSP, where they can log in using their ASPSP credentials and consent to the Payment Initiation from their Source Account.
    4. We are not responsible for the services or provided by the ASPSP. The services provided in relation to the Source Account are subject to a separate agreement between the End User and the ASPSP.
  4. USING THE SERVICES
    1. You will only allow End Users to request Payment Initiations in accordance with these PIS Terms and Conditions and the End User Terms and Conditions (contained at Annex 2 to this Schedule 1).
    2. You will ensure that End Users have read and accepted the End User Terms and Conditions prior to the End User using PIS.
    3. You will keep a record of each End User’s confirmation given in accordance with clause 4.2 above and shall promptly make such records available to Modulr on request
    4. You acknowledge that an End User may revoke their consent to process Payment Initiations at any time, and Modulr shall not be liable to you for failing to provide the Information requested by you.
    5. We will not be able to revoke a transfer from a Source Account once it has been confirmed by an End User.
    6. Once an End User requests us to initiate a payment from a Source Account, Modulr will make the following information available to you and you must provide it immediately to the End User:
      1. a confirmation that the payment has been successfully initiated with the End User’s ASPSP;
      2. a reference to identify the payment transaction and any information transferred with the payment order; and
      3. the amount of payment
    7. Where applicable, you will comply with Modulr’s PIS Customer Requirement Guidelines as provided to you by Partner Platform and as may be amended from time to time.
  5. SECURITY
    1. You must not allow another person to use security information necessary to use PIS;
    2. We can restrict or suspend your ability to use PIS, including refusing to initiate the payment from a Source Account, if we are concerned about the security of your access to the Online Portal or the API, using PIS is causing or could cause a breach of these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with your use of our API or Online Portal.
    3. If we restrict or suspend your use of PIS or refuse to initiate the payment from a Source Account, we will, without undue delay and provided we are legally permitted to do so, notify you. If possible, we will provide the reasons for this and where it is possible will provide reasons for the restriction or suspension and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the restriction or suspension. Where we need to contact you, we will use the contact details associated with your Account, such as email, or telephone. You should inform us without delay if your contact details change.
  6. DISPUTES AND INCORRECT TRANSACTIONS
    1. If you or the End User have a reason to believe that a payment from a Source Account initiated by us was unauthorised or was made incorrectly, the End User should contact their ASPSP to resolve their query and we will cooperate with the ASPSP’s investigation into such payment. Where we believe that the incorrect payment was due to our error in respect of the part of the Payment Initiation we were responsible for, we will refund the incorrectly initiated payment back to the original Source Account.
    2. You will be liable for all payments initiated through our API or Online Portal if you have acted fraudulently or with gross negligence (for example failed to keep your security information such as but not limited to the Online Portal log in details and API security details or Source Account credentials safe).
  7. YOUR LIABILITY
    1. You are responsible for understanding and complying with these PIS Terms and Conditions.
    2. You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action (including any loss arising from action taken by a Regulator) taken to enforce these PIS Terms and Conditions and/or any breach of these PIS Terms and Conditions by you, including in respect of any non-compliance with clauses 4.2 and 4.3 of these PIS Terms and Conditions.
  8. OUR LIABILITY

    In addition to our liability set out in the Modulr Account Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise), where a Payment Initiation is incorrectly made from a Source Account due to our default, our liability shall be limited to refund to the End User of an equivalent amount to that which was incorrectly deducted from their Source Account.

  9. TERMINATION
    1. These PIS Terms and Conditions will apply each time you use PIS in relation to your Account.
    2. We can terminate your access to PIS at any time if we give you two months’ notice
    3. We can terminate your access to PIS at any time with immediate effect (and until your default has been remedied or these Terms and Conditions terminated) without any prior notice to you if:
      1. we discover any of the Information that we hold for you is incorrect; or
      2. if we have reason to believe that you or a third party has committed or is about to commit a crime or other abuse (including fraud) in connection with your use of PIS; or
      3. you have breached these Terms and Conditions.

SCHEDULE 1, ANNEX 2 – END USER PIS TERMS AND CONDITIONS

Important information you need to know

These End User PIS Terms and Conditions (“Terms and Conditions”) form the agreement between Modulr FS and you and sets out the terms that apply to your use of PIS as defined below

Please read these Terms and Conditions carefully before you agree to use PIS provided by us.

By using PIS, you accept the terms of these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details set out below. You can also request a copy of these Terms and Conditions at any time by contacting Customer Services.

  1. DEFINITIONS
    Account Servicing Payment Service Provider or ASPSP –

    the third party payment service provider, such as a bank, with whom you hold an online payment account (Source Account) which we will access when you use our Service.

    Customer Services -

    the contact centre for dealing with queries about our Services, who can be contacted at support@modulrfinance.com or 0303 313 0060.

    Data Protection Laws –

    the following, to the extent they are applicable to a party: the General Data Protection Regulation (EU) 2016/679, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable supervisory authority.

    Information –

    means any personal information related to you

    Merchant -

    the entity legally responsible for the Modulr Account, from whom you are purchasing goods or services.

    Modulr –

    Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd

    Modulr Account -

    the electronic account provided by us to the Merchant.

    Source Account –

    a payment account accessible online which you hold with an ASPSP;

    we, us, our or Modulr FS -

    Modulr FS Ltd, a company registered in England and Wales with number 09897919 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf.

    you, your -

    the payee who wishes to use PIS to send funds to a Merchant’s Modulr Account.

  2. SCOPE OF THESE TERMS AND CONDITIONS
    1. These Terms and Conditions apply to your use of PIS. We are authorised by the Financial Conduct Authority (FRN 900573) for the issuance of electronic money and providing payment services, including payment initiation services. Your rights and obligations relating to the use of PIS are subject to these Terms and Conditions between you and us.
    2. These Terms and Conditions are written and available only in English and we undertake to communicate with you in English regarding any aspect of your use of PIS.
  3. OUR SERVICES
    1. You will be able to initiate a payment from your Source Account to the Merchant’s Modulr Account. You will need to select the linked Source Account and the amount when you ask us to initiate the payment.
    2. We may use internet providers, web browsers and other third parties to access your Source Account held with the ASPSP, so that we can transmit the information relating to your Source Account or initiate the payment.
    3. The services provided to you in relation to your Source Account are subject to a separate agreement between you and the ASPSP. We are not responsible for the services or provided to you by the ASPSP
  4. USING THE SERVICES
    1. Each time you use our PIS, you are giving us your explicit consent to initiate the payment from your Source Account to the Modulr Account for the amount you select at the time of your request.
    2. You will need to provide the same identifying information that you use when logging into to access your Source Account online with your ASPSP, such as your user name, password and/or other security information (such as answers to challenge questions or one-time-passcodes) (“Security Credentials”). You will need to provide your Security Credentials to:
      1. link the Source Account; and
      2. authorise a payment from your Source Account you have asked us to initiate
    3. We will not be able to revoke a transfer from your Source Account once you have confirmed it.
    4. Once you request us to initiate a payment from your Source Account, the Merchant will provide:
      1. a confirmation that the payment has been successfully initiated with your ASPSP;
      2. a reference to identify the payment transaction and any information transferred with the payment order; and
      3. the amount of payment.
  5. FEES

    We will not charge you any fees for using PIS.

  6. SECURITY
    1. You must not:
      1. allow another person to use security information necessary to use PIS;
      2. write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information; or
      3. disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
    2. We can restrict or suspend your ability to use PIS, including refusing to initiate the payment from your Source Account, if we are concerned that using PIS is causing or could cause a breach of these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with your use of our PIS.
    3. If we refuse to initiate the payment from your Source Account, we will, without undue delay and provided we are legally permitted to do so, notify you, via the Merchant. If possible, we will provide the reasons for this and where it is possible will provide reasons for the restriction or suspension and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the restriction or suspension.
  7. DISPUTES AND INCORRECT TRANSACTIONS
    1. If you have a reason to believe that a payment from your Source Account initiated using our PIS was unauthorised or was made incorrectly, you can contact your ASPSP to resolve your query and we will cooperate with the ASPSP’s investigation in to such payment. Where we believe that the incorrect payment was due to our error in respect of the part of the initiated payment we were responsible for, we will refund the incorrectly initiated payment back to the original Source Account.
    2. You will be liable for all payments initiated through our PIS if you have acted fraudulently or with gross negligence (for example failed to keep your security information or Source Account Security Credentials safe).
    3. In circumstances where payment is initiated from your Source Account by us is disputed by you or your ASPSP, if we require your support to enable us to establish the cause of the incorrectly initiated payment, you agree to provide us with all assistance that we reasonably require.
  8. YOUR LIABILITY
    1. You are responsible for understanding and complying with these Terms and Conditions.
    2. It is your responsibility to keep the Merchant updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding our PIS or to let you know about changes to these Terms and Conditions.
    3. You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce these Terms and Conditions and/or any breach of these Terms and Conditions by you
  9. OUR LIABILITY
    1. Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
      1. we shall not be liable for any default resulting directly or indirectly from any cause beyond our control;
      2. we shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
      3. where payment is incorrectly initiated from your Source Account due to our default, our liability shall be limited to refund to you of an equivalent amount to that which was incorrectly deducted from your Source Account.
    2. Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
    3. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
    4. The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.
  10. VARIATION
    1. Each time you use our PIS you will be bound by the Terms of Service in force at that time.
    2. From time to time, we may update these Terms and Conditions. If we do this then we will provide an updated copy to Merchants and you will be bound by those new terms the next time you use our PIS. If you do not agree to those changes you should not use our PIS.
    3. If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
  11. TERMINATION OR SUSPENSION
    1. These Terms and Conditions will apply each time you use our PIS.
    2. We may at any time terminate or withhold your access to all or any part of our PIS at any time, effective immediately:
      1. if you have breached any provision of these Terms and Conditions (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of these Terms and Conditions); or
      2. if we, in our sole discretion, believe we are required to do so by law (for example, where the provision of the PIS to you is, or becomes, unlawful).
  12. YOUR INFORMATION
    1. You may provide us with your Information from time to time in connection with your use of PIS. Some Information, especially the Account Information, will be necessary for us to provide you with the PIS under these Terms and Conditions
    2. We and our affiliates are committed to maintaining your Information in accordance with the requirements of the Data Protection Laws. You acknowledge and agree that any Information provided by you or a third party on your behalf to us shall be used, kept and may be disclosed to third parties in accordance with our Privacy Policy which is available on our website. We will take all reasonable steps to ensure that your Information is kept secure against unauthorised access, loss, disclosure or destruction. Except as required by law, or in accordance with these Terms and Conditions, your Information will not be passed to anyone without your permission.
    3. You explicitly consent to us accessing, processing and retaining any Information you provide to us for the purposes of providing payment services to you. This does not affect any rights and obligations you or we have under Data Protection Laws. You agree that we can use your Information in connection with the PIS, to enable us to review, develop and improve our products and services. This may involve providing your Information to our partners, affiliates, agents, distributors and suppliers to process transactions and for their statistical research and analytical purposes. We may also disclose your Information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity. You may withdraw your consent at any time. If you do this, we will stop providing our PIS to you and stop using your Information to provide payment services to you. We may continue to process your Information for other purposes, for example where we are required by law to do so.
    4. If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your access to the PIS until we can establish the correct Information, in order to protect us both.
  13. COMPLAINTS PROCEDURE
    1. Complaints regarding any element of the PIS provided by us can be sent to Customer Services.
    2. All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you
    3. In most cases we will provide a full response by email to your complaint within fifteen business days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five days of the date we received your complaint.
    4. If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
  14. GENERAL
    1. Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
    2. If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
    3. You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.
    4. Save for Modulr, who act on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions.
    5. These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.

PART C: - THE MODULR ACCOUNT TERMS AND CONDITIONS; IMPORTANT INFORMATION YOU NEED TO KNOW

The Modulr Account Terms and Conditions

Please read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us.

These Terms and Conditions, together with the Introduced Client Terms of Business constitute the entire agreement between Modulr and you.

By signing the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details provided to you by Partner Platform.

  1. DEFINITIONS
    Account -

    The electronic money account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.

    Account Information Service Provider –

    means a third party payment service provider who is authorised by or registered with the Financial Conduct Authority or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts

    Account Limit –

    any limit that applies in relation to your Account and/or Card, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2.

    Account Manager -

    The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”

    Account Owner –

    The entity legally responsible for an Account.

    Agreement -

    The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business which constitute the entire agreement between you and Modulr.

    Application Programming Interface (API) –

    means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct Accounts via the Introduced Client’s or the Partner Platform’s own application.

    AML Policy -

    Modulr’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Modulr.

    Applicant –

    A customer of the Partner Platform who applies for Modulr Products but is yet to be accepted by the Modulr as an Introduced Client.

    Available Balance -

    The value of funds available on your Account.

    Bacs Credit –

    Means Bacs Direct Credit. A service enabling organisations to make payments to an account which takes 3 Business Days for the funds to be cleared.

    Business Days -

    Monday to Friday between the hours of 9am-5pm but does not include bank holidays, or public holidays in the United Kingdom.

    Card –

    means a Virtual Card or a Physical Card.

    Cardholder -

    means the individual authorised to use the Physical Card issued to you.

    Card Scheme -

    Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.

    Card Transaction -

    means a Virtual Card Transaction or a Physical Card Transaction.

    CHAPS -

    the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.

    Confidential Information -

    any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.

    Customer Services -

    The contact centre for dealing with queries about your Account. Contact details for Customer Services can be obtained from the Partner Platform.

    Data Protection Laws -

    the following, to the extent they are applicable to a party: the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable supervisory authority;

    Direct Debit -

    a payment collected via UK Direct Debit scheme operated by Bacs from or to your Account.

    Direct Debit Collection -

    a payment collected to your Account via UK Direct Debit scheme on the basis of an instruction given by you to the payer’s payment service provider.

    Direct Debit Guarantee -

    means the refund terms applicable to Direct Debit Mandates as set out on the direct debit form or direct debit confirmation provided to you by the payment recipient.

    Direct Debit Mandate -

    a payment collected from your Account via UK Direct Debit scheme on the basis of a mandate permitting someone else (recipient) to instruct us to transfer money from your Account to that recipient.

    Due Diligence Procedure -

    Modulr’s procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations.

    Faster Payment -

    A service allowing you to make and receive electronic payments in the UK which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.

    Fees -

    where relevant, those fees payable by the Introduced Client.

    Information -

    Means any information related to the organisation, and any personal information related to Account Manager or the Cardholder.

    Intellectual Property Rights -

    means without limitation, all patents (including models and inventions), trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly;

    Introduced Client -

    Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant).

    Introduced Client Terms of Business -

    The terms on which Modulr provides Modulr Products to the Introduced Client.

    Merchant -

    means a merchant authorised to accept Card Scheme-branded Cards.

    Modulr -

    Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd.

    Modulr Account Terms and Conditions -

    This agreement, between Modulr FS and the Introduced Client which governs the terms on which the Introduced Client may use its Account.

    Modulr Products -

    those products, including but not limited to the Account as described by Partner Platform in the application process.

    Online Portal -

    means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform.

    Payment Initiation Service Provider -

    means a third party payment service provider authorised by or registered with by the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at your request on your Account.

    Partner Platform -

    A third party that is permitted by Modulr and Modulr FS to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.

    Partner Platform Agreement -

    an agreement between the Account Owner and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement.

    Physical Card -

    means a physical card-based payment instrument issued by us to you which uses the Card Scheme payments network and may be used to make Physical Card Transactions.

    Physical Card Transaction -

    means the use of a Physical Card to make a payment to a Merchant.

    Regulator -

    the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom.

    SEPA -

    Single Euro Payments Area scheme, which allows payments to be made in euros within the EEA.

    Transaction -

    any debit, credit or other adjustment to an Account that affects the balance of monies held in it, including a Virtual Card Transaction.

    TPP (Third Party Provider) -

    means an Account Information Service Provider or a Payment Initiation Service Provider.

    we, us, our or Modulr FS -

    Modulr FS Ltd, a company registered in England and Wales with number 09897919 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf.

    Virtual Card -

    means a virtual card-based payment instrument consisting of (amongst other things) a unique 16 digit account number issued to you by us which uses the Card Scheme payments network and may be used to make Virtual Card Transactions.

    Virtual Card Transaction -

    means the use of a Virtual Card to make a payment to a Merchant.

    Website -

    means the customer portal that Introduced Clients can login to in order to use the Modulr Products.

    you, your -

    The Account Owner, also referred to as an Introduced Client.

  2. ACCOUNT & CARD LIMITS
    1. Limits may apply to the balance on your Account at any time, the maximum value of an individual payment Transaction, maximum Virtual Transaction value per Card, the maximum aggregate value of all payment Transactions made from your Account or Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe. Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.
    2. The limits and restrictions that apply to your Account and Card will be communicated to you during the Account set-up process and/or before the Card is issued to you (as applicable). These limits may also change over time based on your Account and/or Card usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.
    3. From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases on a train, aeroplane, underground or toll payments). In such circumstance, a negative balance on your Account may occur. In this case the process in paragraphs 5.12 to 5.14 inclusive will apply.
    4. Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released by the Merchant. The pre-authorisation allows the Merchant up to 30 days to claim and settle any funds owed to them from the Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, Modulr must still make this settlement, which may result in a negative balance on your Account. In this case the process in paragraphs 5.12 to 5.14 inclusive will apply.
    5. To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them.
  3. SCOPE OF THESE TERMS AND CONDITIONS
    1. Your Account is an electronic money account and the electronic money and any Card associated with it is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.
    2. The types of Transactions enabled for your Account will be explained to you by the Partner Platform, or as subsequently enabled by us. The terms of these Modulr Account Terms and Conditions applicable to specific Transactions or payment types (for example, Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.
    3. This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
    4. You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.
    5. You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
  4. OPENING YOUR ACCOUNT
    1. Your Account will be opened on your behalf by the Partner Platform. You may only hold an Account so long as you remain an approved client of the Partner Platform that provided you with your account details.
  5. USING THE ACCOUNT
    1. Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent.
    2. Your Account can also receive internal transfers from other Accounts owned or controlled by the Partner Platform, which apply instantly.
    3. An incoming payment will not be credited to your Account if:
      1. the Account has reached the Account Limits; or
      2. the Account is inactive or blocked or terminated; or
      3. the sender has provided incorrect/invalid Account Details for your Account; or
      4. we suspect the payment to be fraudulent.
    4. If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you
    5. Your Account can make payments out to external bank accounts via Faster Payments, SEPA and other methods as added and notified to you by the Partner Platform from time to time
    6. Your Account will be configured and operated by the Partner Platform. You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform. We are also authorised to take instructions from any other Account Manager (where different from Partner Platform) and, with respect to Physical Card Transactions, from the Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or Card(s).
    7. Where Cards are made available to you, , your Account can be used to fund Card Transactions. You or your Account Manager or Partner Platform can request a Virtual Card or a Physical Card to be issued to you via the Online Portal or Modulr API. The value of the Virtual Card Transaction, together with any applicable fees and charges, will be deducted from your Account once we receive the authorisation request from the Merchant
    8. If the Card Transaction is made in a currency other than the currency the Card is denominated in, the Card Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by it on the day we receive details of the Card Transaction. The exchange rate varies throughout the day and is not set by us. You can check the relevant Card Scheme rate as follows. Mastercard Card Scheme rate at: www.mastercard.co.uk; VISA Card Scheme rate at: www.visa.co.uk.
    9. A Transaction is deemed to be authorised by you:
      1. when you or your Account Manager or Partner Platform enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials;
      2. when you or your Account Manager or Partner Platform submits a request for a creation of a Virtual Card via the Online Portal or Modulr API, you shall be deemed to have authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value specified when creating the request for creation of the Virtual Card;
      3. when you or the Cardholder (i) enter a PIN or provide any other security credentials; (ii) sign a sales voucher; (iii) provide the Physical Card details and/or provide any other details as requested; (iv) wave/swipe the Physical Card over a card reader; or (v) insert the Physical Card into a card device or an ATM;
      4. when you give instructions through a third party (such as the recipient of a Direct Debit Mandate or a Payment Initiation Service Provider).
      Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.10 below.
    10. You can cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give us notice to cancel no later than close of business on the Business Day before the Transaction was due to take place;
    11. Cancelling a Direct Debit Mandate with us will not cancel the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.
    12. If for any reason whatsoever, a negative balance arises because a Transaction is completed when there are not enough funds on your Account for that Transaction, you shall reimburse the negative balance amount immediately, unless circumstances described in sections 5.13 and 5.14 apply. You agree that once we make this negative balance known to you, we will charge you the amount of negative balance and you must repay it immediately. We may charge the amount of the negative balance against any funds on your Account, including any subsequently loaded funds. Until we are reimbursed this negative balance amount, we may arrange for your Account, including Card(s) to be suspended. We may also report the negative balance to credit reference agencies.
    13. Where a negative balance arises because of an error on the part of a Merchant where the Card Transaction occurred, we will seek to recover the negative balance amount from the Merchant.
    14. Where a negative balance arises because of an error on the part of the recipient of the payment or us, we will seek to recover the negative balance amount from the person who made the error.
    15. The Available Balance on your Account will not earn any interest.
    16. You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.
    17. You will be provided with a monthly statement free of charge setting out information relating to individual payment Transactions by the Partner Platform or us (using the details we have associated with your Account).
  6. THIRD PARTY ACCESS
    1. You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.
    2. We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.
    3. If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.
  7. CLOSING YOUR ACCOUNT
    1. You may close your Account by contacting Customer Services. Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account.
    2. The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction).
    3. On termination of the Agreement for any reason, these Terms and Conditions will automatically terminate, and your Account will be closed and any Cards issued to you will be cancelled.
    4. Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments or SEPA (as relevant) based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours for a period of six years from the date of Account closure. Within this period, you may at any time request a refund by contacting Customer Services. You will not have any access to your Account and we will not return any funds remaining on the Account after six years from the date of Account closure and this Agreement will terminate.
  8. YOUR LIABILITY AND AUTHORISATIONS
    1. You are responsible for understanding and complying with the Agreement including these Terms and Conditions.
    2. We may at any time suspend, restrict or refuse to authorise any use of your Account and/or Cards (including cancelling Card(s)) or refuse to process your instructions or authorise any particular Transaction where:
      1. we are concerned about the security of or access to your Account and/or your Card;
      2. we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;
      3. we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;
      4. the Transaction would breach the limits applicable to your Account and/or Card;
      5. you, the Account Manager or the Cardholder breach an important part of these Terms and Conditions, or repeatedly breach any term in this Agreement and fail to resolve the matter in a timely manner.
    3. If we cancel, suspend or restrict your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal, suspension or cancellation (as applicable). If possible, we will provide the reasons for the refusal to execute the Transaction and/or suspending the use of your Account and/or Card and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
    4. You or the Account Manager or the Cardholder must not:
      1. allow another person to use security information related to the Account and/or Cards,
      2. write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
      3. disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
    5. You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe at all times. If you visit a website or receive a message that asks for your password, other than the Modulr website, this should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.
    6. You will be liable for all Transactions that take place as a result of you, the Account Manager or the Cardholder acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.
    7. You will be liable for all Transactions that the Partner Platform, any other Account Manager makes on your behalf or the Cardholder makes as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
    8. You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Physical Cards, the Account or Card security information such as but not limited to the Online Portal log in details and API security details, Card number and CVV if you, the Account Manager, or the Cardholder fail to keep the security features of the Account and/or Cards safe.
    9. It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions.
    10. If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to charge you (i) a handling fee of £25 per recall and (ii) any fee payable by Modulr to a thirdparty bank or institution for handling the recall.
    11. You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.
  9. DISPUTES AND INCORRECT TRANSACTIONS
    1. If you (or an Account Manager or Cardholder) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has unauthorised access to your Account and/or Card, you must inform us immediately by contacting Customer Services. After you notify us, we will replace a lost, stolen or misappropriated Physical Card and/or security credentials, as appropriate.
    2. We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions, provided at all times that you have notified us without undue delay of becoming aware of such incorrectly executed or unauthorised Transaction and in any case within the timeframes required by the Card Scheme rules if the incorrect Transaction relates to a Card Transaction and for all other Transactions within 13 months of the date of the relevant Transaction. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this period.
    3. If you dispute a Transaction:
      1. subject to 9.3.2 and 9.3.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction.
      2. if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund;
      3. if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service; and
      4. if we make an error on a Transaction made to someone else through the Direct Debit scheme, we will refund you in accordance with the Direct Debit Guarantee.
    4. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.
    5. You will be liable for all Transactions made from your Account if you (or the Account Manager or the Cardholder) have acted fraudulently or have failed with gross negligence:
      1. to keep the security credentials used to access or use your Account and/or Card safe and secure or otherwise failed to comply with these Terms and Conditions in relation to the safety of your Account and/or Card; or
      2. failed to notify us in accordance with 9.1 above.
    6. You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
      1. the authorisation did not specify the exact amount;
      2. the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and
      3. you asked for a refund within 8 weeks of the date the Transaction was debited to your Account. In such circumstances we will refund you within 10 Business Days of receiving your claim for a refund or, where applicable, within 10 Business Days of receiving any further information we requested - or we will provide you with reasons for refusing the refund.
    7. If you want a refund for a Transaction made using the Direct Debit scheme, the Direct Debit Guarantee will apply instead of the terms in 9.6 above.
  10. VARIATION
    1. We may change these Terms and Conditions by providing you with at least two months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address).
    2. If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.
    3. If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
  11. TERMINATION OR SUSPENSION
    1. We can terminate your Account at any time if we give you two months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge.
    2. We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:
      1. we discover any of the Information that we hold for you is false, misleading or materially incorrect; or
      2. if you, the Account Manager, the Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of the same; or
      3. if you have reached your Account Limit;
      4. you or the Account Manager have breached these Terms and Conditions; or
      5. we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.
    3. In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).
  12. OUR LIABILITY
    1. Our liability and the liability of our agents in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
      1. Neither we, nor our agents shall be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;
      2. Neither we, nor our agents shall be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
      3. where sums are incorrectly deducted from your Available Balance due to our default, our liability and that of our agents shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;
      4. in all other circumstances of our default, our liability and that of our agents jointly will be limited to transferring any Available Balance to your nominated bank account.
    2. In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us and our agents with all assistance that we reasonably require.
    3. Nothing in these Terms and Conditions shall exclude or limit our liability or that of our agents for death or personal injury resulting from our negligence or fraud.
    4. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
    5. The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.
  13. YOUR INFORMATION
    1. Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr FS is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Services for details of where to access this) for full details on the personal data that we and Modulr Finance Ltd hold, how we will use it and how we will keep it safe. Modulr will at all times comply with Data Protection Laws.
    2. We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or service.
    3. You must update any changes to your Information by contacting Customer Services.
    4. If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.
    5. If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.
  14. COMPLAINTS PROCEDURE
    1. Complaints regarding any element of the service provided by us can be sent to Customer Services.
    2. All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.
    3. In most cases we will provide a full response by email to your complaint within fifteen Business Days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five Business Days of the date we received your complaint.
    4. If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
  15. GENERAL
    1. Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
    2. If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
    3. You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.
    4. Save for Modulr, who acts on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply
    5. These Terms and Conditions contain the information set out in Schedule 1 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services
    6. These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.
    7. The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from your Account. In the event that we or Modulr become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.
  16. CONTACTING CUSTOMER SERVICES

    Customer Services are provided by the Partner Platform. The details shall be provided by the Partner Platform.

SCHEDULE 2
TPL TERMS AND CONDITIONS OF BUSINESS

This section forms the Finndon Prepaid Mastercard Cardholder Terms (Terms) and these and the provisions of the Fee & Limits Schedule (Annex 1), (collectively the Cardholder Agreement) constitutes a binding agreement between you and Transact Payments Limited.

  1. Definitions & Interpretation
    Account

    An electronic money account provided by Modulr opened in accordance with Schedule 1 of this Agreement.

    Accountholder

    The holder of an Account

    Additional Card

    Any additional Card which isissued to a person any time after the successful registration of an Account;

    Additional Cardholder

    A person who you have authorised to hold an Additional Card.

    App

    Finndon’s mobile application via which you can manage your Card

    Applicable Law

    any applicable law (including but not limited to, any local law of the jurisdictions into which the Card is provided and the Program is operated), statute, statutory instrument, act, regulation, rule, order, supervisory guidance, policy, instruction or requirement stipulated by an applicable Regulatory Authority, or interpretation promulgated or published by any Regulatory Authority, any order issued by a court having jurisdiction over a party, or any applicable rule or requirement of any Card Scheme related to the issuance, sale, authorisation or usage of the Card and/or services to be provided under this Agreement or such other rule as deemed valid by TPL from time to time.

    Available Balance

    The value of unspent funds available for your use in your Account.

    Business Day

    Monday to Friday, 9am to 5pm CET, excluding bank and public holidays in Gibraltar.

    Card

    Any Card, whether Virtual or Physical, issued to you in accordance with this Agreement.

    Cardholder Agreement

    These terms and conditions relating to the use of your Card(s) as amended from time to time.

    Customer Services

    The contact centre for dealing with queries about your Card. You can contact Customer Services by:

    (i)

    calling +44 (0) 20 8187 4000 (your network provider may charge a fee for calling this number);

    (ii)

    e-mailing customerservices@finndon.com from the email address registered to your Account; or

    (iii)

    contacting the support team within the Finndon App.

    EEA

    European Economic Area.

    Expiry Date

    The expiry date showing on your Card.

    Fee

    Any fee payable by you as referenced in the Fees & Limits Schedule.

    Fees & Limits Schedule

    The schedule contained in this Agreement (Schedule 2, Annex 1)

    KYC

    Means “Know Your Customer” and constitutes our verification of your Personal Details.

    Merchant

    A retailer or any other person that accepts payment via the Card.

    Personal Data

    The registered personal identity details relating to the use of your Card including (but not limited to) your: name, date of birth, home address, email address and telephone (landline and/or mobile) number. Full details of the Personal Data which we process are set out in our Privacy Policy.

    Physical Card

    A physical/plastic Card that can be used to carry out Transactions.

    PIN

    Personal Identification Number; that is, the security number provided for use with your Card.

    Primary Card

    The first Card issued to you following your registration for a Card in accordance with this Agreement.

    Primary Cardholder

    The person who has been issued with the Primary Card and who is responsible for the use of all other Additional Cards in accordance with this Agreement.

    Program Manager

    Finndon Ltd, a company registered in England and Wales (company number 12373271) with its registered office at 126 New King’s Road, London SW6 4LZ (trading as Finndon).

    Regulatory Authority

    as the context requires, any Scheme and/or any regulator or agency having jurisdiction over Issuer or Program Manager related to the issuance, marketing, sale, authorisation or usage of the Cards, Program(s) or services provided under this agreement, including without limitation the Gibraltar Financial Services Commission

    Schemes

    Mastercard; Mastercard is a registered trademark of Mastercard International Incorporated.

    Transaction

    The use of your Card to make (i) a payment, or a purchase of goods or services from a Merchant where payment is made (in whole or in part) by use of your Card including where payment is made over the internet, by phone or mail order or (ii) a cash withdrawal made from an ATM or bank using your Card.

    Virtual Card

    A non-physical Card, the use of which is limited to online, phone or mail order purchases. For the avoidance of doubt, a Virtual Card cannot be used to make a cash withdrawal from an ATM or bank and any reference to such withdrawals or to a Physical Card in this Agreement excludes the Virtual Card.

    we, us or our

    Transact Payments Limited (TPL) a company incorporated in Gibraltar with registered address 6.20 World Trade Center, 6 Bayside Road, Gibraltar, GX11 1AA company registration number 108217 or the Program Manager acting on its behalf.

    you or your

    You, the person who has entered into this Cardholder Agreement with us by virtue of your use of the Card and any other person you have authorised to use any Cards in accordance with this Cardholder Agreement.

  2. Your Cardholder Agreement and Card
    1. Your Card is issued by us pursuant to a licence from the Scheme and your rights and obligations relating to the use of the Card are subject to this Cardholder Agreement.
  3. Activation of your Card
    1. To apply for, and use a Card, you must be at least 18 and a resident of the United Kingdom.
    2. Cards may be ordered via the App
    3. You have the option of ordering a Virtual Card or a Physical Card. You may upgrade your Virtual Card at any time (subject to a Fee) to a Physical Card, by contacting Customer Services or notifying us on your App. When you upgrade from a Virtual Card, you will have the option of keeping your Virtual Card open or closing it and only using your new Physical Card.
    4. When you receive your Physical Card, you must follow the instructions in the App to activate it.
    5. Provided we have been able to undertake KYC, you shall receive an activation confirmation by email or on your App and you will be able to use the Card.
    6. We reserve the right to request further KYC documents and verification of your source of funds at any point.
    7. Regardless of the type and number of Cards you have, you are permitted to have only one Account where your Available Balance is located. If we discover that you do have more than one Account, we may block your Card and terminate this Agreement.
  4. Personal Details
    1. When entering into Transactions over the internet,some websites may require you to enter your Personal Details and in such instances you should supply the most recent Personal Details that you have provided us with.
    2. You must notify us of any change in your Personal Details as soon as possible by contacting Customer Services or updating the details in the App. You will be liable for any loss that directly results from any failure to notify us of a change in your Personal Details as a result of undue delay, your gross negligence or fraud. We will need to verify your new Personal Details and may request relevant KYC information/documents from you as applicable.
    3. We reserve the right at any time to satisfy ourselves as to your Personal Details (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or money laundering. In addition, at the time of your application or at any time in the future, in connection with your Card, you authorise us to undertake electronic identity verification checks on you either directly or using relevant third parties.
  5. Using your Card
    1. Your use of the Card is subject to the fees and limits detailed in the Fees & Limits Schedule.
    2. You Card is to be used to spend the funds on your Account. Please refer to clause 5 of Finndon’s terms and conditions for information on how to receive funds into your Account.
    3. Unless we inform you otherwise, you can use the Card at any Merchant who accepts the Scheme to carry out Transactions.
    4. If for any reason a Transaction is carried out but its amount exceeds the Available Balance, you must pay us the deficit immediately, and if you fail to do so after receiving a notification from us, we reserve the right to take all necessary steps, including legal action, to recover this deficit.
    5. There are certain circumstances where a Merchant may require you to have an Available Balance greater than the value of the Transaction you wish to make and you will only be charged for the actual and final value of the Transaction. Merchants may request this as they may need to access more funds than you initially planned to spend for example, when making hotel or rental car reservations. In the event that a Merchant has prior authorization on your Card, you will not have access to the relevant funds until the Transaction is completed or, if sooner, up to a period of 30 days. We will only block access to the exact amount of funds authorised by you.
    6. Your Card cannot be used where such Merchants are unable to obtain online authorisation that you have sufficient Available Balance for the Transaction (for example, Transactions made on trains, ships, some inflight purchases and tollbooths). We accept no liability if a Merchant refuses to accept payment using the Card.
    7. We do notrecommend using a Virtual Card to purchase an item over the internet thatsubsequently would require the presentation of a physical reference device in order to obtain that item. Examples include certain theatre ticket purchases, hotel stays, car rentals, and online purchases picked up in person.
    8. You must not use the Card at Automated Fuel Dispensers or for any illegal purposes.
  6. Authorising Card Transactions
    1. You will need to give your consent to each Transaction so that we can check it is genuine by, where applicable, a) using your PIN or other security code personal to you; b) providing the Card details and/or providing any other details personal to you and/or your Card. Once you have given such consent to the Transaction, it will be deemed to be authorised.
    2. The time of receipt of a Transaction order is when we receive it.
    3. Once a Transaction has been authorised by you and received by us, it cannot be revoked.
    4. Where a Merchant’s payment service provider is located within the EEA and the payment services being carried out are in the currency of an EEA Member State, we shall ensure the cash transfer to the Merchant’s payment service provider within 4 Business Days following the day on which the Transaction order is received.
    5. Certain Merchants may not accept payments made through the Card and we accept no liability for this: it is your responsibility to check the restrictions of each Merchant.
    6. Your ability to use or access the Card may occasionally be interrupted, for example if we need to carry out maintenance on our systems or websites. Please contact Customer Services to notify us of any problems you are experiencing using your Card and we will try to resolve these as soon as possible.
  7. Additional Cards
    1. At our sole discretion and provided we have received sufficient KYC information/documents (in accordance with condition 4.3), you may be eligible to apply for up to 3 Additional Cards for use by Additional Cardholders by contacting Customer Services or accessing the relevant area in your App.
    2. Additional Cardholders must be at least 18 years old or, provided that you are legally responsible for them, at least 13 years old. Transactions by persons under 18 years of age may not be allowed by some Merchants but in all cases, you shall be responsible for any use of any Additional Cards by such persons. We may request KYC for each Additional Cardholder as required.
    3. If your Additional Card application is successful, we will send you an Additional Card, which will be subject to a Fee and which you may give to the nominated Additional Cardholder for their exclusive use, provided that:
      (i)

      you provide the Additional Cardholder with a copy of these terms and conditions (which will then apply to the use of a Card by both of you);

      (ii)

      the Additional Card is used only by that Additional Cardholder;

      (iii)

      you retain the Primary Card for your sole and exclusive use in accordance with this Cardholder Agreement;

      (iv)

      all Transactions made on the Additional Card shall be considered as having been authorised directly by the Primary Cardholder, who shall be responsible for such Transactions and any applicable Fees.

    4. You must ensure that any Additional Cardholders under 18 years of age do not use a Card for any purpose for which the minimum age is at least 18 e.g. purchase of alcohol, adult entertainment or gambling.
    5. Additional Cards cannot be issued in or mailed to India.
  8. Managing & Protecting Your Card
    1. When you activate your Physical Card or request a Virtual Card on the App, you will be requested to create a PIN. You will need this PIN in order to make cash withdrawals from an ATM or at a bank (for Physical Cards).
    2. If you forget your PIN, you can create a new one within the App.
    3. You must not give your Card to any other person or allow any other person to use it.
    4. You are responsible for protecting your Card, PIN, Username and Passcode (together your “ Security Details”) and must take all possible measures to keep them safe and entirely confidential. Such measures include (but are not limited to):
      (i)

      memorising your PIN as soon as you create it;

      (ii)

      never writing your PIN on your Card or on anything you usually keep with your Card;

      (iii)

      keeping your PIN secret at all times for example, by not using your PIN if anyone else is watching.

    5. Failure to comply with this condition 8 may affect your ability to claim any losses in the event that we can show that you have intentionally failed to keep the information safe or you have acted fraudulently, with undue delay or with gross negligence. In all other circumstances, your maximum liability shall be as set out below at condition 12.
    6. If you believe that someone else knows your PIN or Security Details, you must notify us by contacting Customer Services immediately.
    7. In the event that we suspect or believe that your Card may be subject to any fraud or security threats, we will notify you securely via either a telephone during which we will ask you to answer security questions or by a notification sent your mobile device and App.
    8. Once your Card has expired or if it is found after you have reported it as lost or stolen you must destroy it by cutting it in two through the magnetic strip
  9. Cancellation
    1. If you have ordered your Card via the App, you may cancel it free of charge before activating and using it, and up to 14 calendar days after the date of activation (the Cancellation Period) by writing to Customer Services. This does not apply to replacement Cards where the cancellation period for the original Card has expired.
    2. You may also terminate your Card at any time by contacting Customer Services.
    3. Once your Card has been cancelled, it will be your responsibility to destroy your Physical Card(s).
  10. Expiry
    1. You will not be able to use your Card following its Expiry Date. This section of the Cardholder Agreement shall terminate on the Expiry Date unless you are issued with a replacement card.
  11. Termination or Suspension of your Card
    1. We may terminate this Cardholder Agreement at any time by giving you two months’ advance notice (to the last email address you have provided to us).
    2. We can suspend your Card, restrict its functionality or terminate this Agreement at any time with immediate effect if:
      (a)

      you haven’t given us the information we need or we believe that any of the information that you have provided to us was incorrect or false; or

      (b)

      you fail to provide the Personal Data necessary for us to comply with our legal obligations as a Card issuer and to fulfil this Cardholder Agreement; or

      (c)

      we reasonably suspect that the security of the Card has been compromised or that you, or any third party, have used, or intend to use the Card in a grossly negligent manner or for fraudulent or other unlawful purposes; or

      (d)

      we believe that your use of the Card may result in harm to us or our systems; or

      (e)

      we believe that your continued use of the Card may damage our reputation; or

      (f)

      you become bankrupt; or

      (g)

      we are required to do so under Applicable Law or where we believe that continued operation of the Program may be in breach of Applicable Law; or

      (h)

      we cannot process some or all of your Transactions due to the actions of third parties; or

      (i)

      you have breached this Agreement; or

      (j)

      You cease to hold an open Account.

    3. In the event that we do suspend or terminate your Card then, where lawfully permitted, we shall notify you in advance or as soon as possible afterwards. We may advise anyone involved in the Transaction if a suspension has taken place.
  12. Loss or Theft of your Card.
    1. You are responsible for protecting your Security Details as if it were cash in your wallet.
    2. You must contact us without delay by calling us on +44 (0) 20 8187 4000 if you know or suspect that any of your Security Details are lost, stolen, misappropriated or subject to unauthorised use or are known to an unauthorised person or you think that a Transaction has been incorrectly executed.
    3. You shall be liable for up to a maximum of €50 of losses due to unauthorised Transactions made before you informed us about the theft, loss or misappropriation of the Card. If our investigations reveal that you authorised a disputed Transaction or that you acted fraudulently or that you negligently or with intent breached the terms of this Cardholder Agreement (for example, by not keeping your Security Detailssafe), you may be liable for any loss we suffer due to use of the Security Details.
    4. Once a loss, theft or unauthorised use of your Card is reported, use of the Card shall be blocked to avoid further losses.
    5. Replacement Cards will be sent to the most recent address you have provided and may be subject to a Fee, as per Annex 1.
    6. You agree to cooperate with our agents, any supervisory authority, the police and us if your Security Details are lost, stolen or if we suspect fraudulent use of the Security Details.
    7. In the event that you inform us of an unauthorised or incorrectly executed Transaction without undue delay, and in any event no later than 13 months after the debit date, we will assist with any Mastercard refund immediately unless we have any reason to believe that the incident may have been caused by a breach of this Cardholder Agreement, through gross negligence or we have reasonable groundsto suspect fraud.
    8. In the event of a non-executed or defectively executed Transaction, we will make immediate efforts to trace the Transaction and will notify you of the outcome. We will not charge you for such efforts. In the event that we are liable for such Transaction, we will refund the amount, together with the amount of any resulting charges to which you may be subject, without undue delay.
    9. In the event that a Transaction that was executed within the EEA arrived later than it should have according to the terms of this Cardholder Agreement, you may request that we contact the receiving payment institution to ask them to treat it as if it was made on time.
    10. In the event that a Transaction is made which is initiated by a Payee, we will provide a refund of that amount, subject to clause 12.12, only in circumstances where you can prove that:
      1. the exact Transaction amount was not specified when you authorised the payment; and
      2. the amount of the Transaction exceeds the amount that you could have reasonably expected, taking into account your previous spending pattern, the terms of this Cardholder Agreement and the relevant circumstances of the case.
    11. The refund referred to in 12.10 will not be provided if:
      1. the amount relates to currency exchange fluctuations; or
      2. you have given your consent to execute the Transaction directly to us; or
      3. information on the Transaction was provided or made available in an agreed manner to you at least 4 weeks prior to the due date of the Transaction; or
      4. you request the refund from us later than 8 weeks from the date on which it was debited.
    12. Should any of the events listed in clauses 13.8 to 13.12 occur, please contact [email address] who will assist you with the refund process.
  13. Payment Disputes
    1. If you have a dispute about a Transaction that you have authorised and which has been processed on your Card, you should settle this with the person you bought the goods or services from in the first instance. We are not responsible for the quality, safety, legality or any other aspect of goods or services purchased with your Card.
    2. If your dispute with a Merchant relating to a Transaction cannot be resolved you should contact us at Customer Services, and we will attempt to assist you as far as is reasonably practicable.
    3. If you have reason to believe that a Transaction was carried out without your consent or in error, you may ask us to investigate the Transaction. If we investigate the Transaction, the disputed amount will be unavailable to spend until our investigation is complete and if we receive information that proves the Transaction was genuine, this will be deducted from your Available Balance and we may charge you an investigation fee. If you do not have sufficient Available Balance, you must repay us the amount immediately on demand.
  14. Foreign Exchange

    If you use your Card in a currency other than the currency in which your Card is denominated, the amount deducted from your Available Balance will be the amount of the Transaction converted to your Account currency using a rate set by the Scheme on the date the Transaction is processed. You may also be charged a foreign exchange Fee as set out in the Fees & Limits Schedule. In order to allow you to compare charges for currency conversion, you can view the real-time percentage difference between the amount that will be charged on your Card for a foreign currency transaction (consisting of the mark-up applied by the Scheme as well as any other charges) and the latest available euro foreign exchange reference rates issued by the European Central Bank. You can view this information on the Finndon Website or Finndon App.

  15. Our Liability
    1. We shall not be liable for any loss arising:
      (i)

      from any default from any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds and/or failure of network services at ATMs, maximum withdrawal limits set by ATM operators and failure of data processing systems;

      (ii)

      from any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;

      (iii)

      from any use of this Card that is contrary to this Cardholder Agreement; or

      (iv)

      for any unauthorized Transactions which arise due to loss, fraud or theft that you have reported to us 13 months after the event.

    2. We will not be liable to you if your contact details have changed and you have not told us.
    3. Where the Card is faulty due to our default, our liability shall be limited to replacement of the Card.
    4. Where sums are incorrectly deducted from your Available Balance due to our default, our liability shall be limited to payment to you of an equivalent amount (plus any Fees you incurred as a result).
    5. Nothing in this Cardholder Agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
    6. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
    7. The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates such as the Schemes, and other suppliers, contractors, distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Cardholder Agreement.
    8. For all other matters not expressly covered in this condition 15, and to the extent permitted by applicable law, our total aggregate liability shall be limited to the total amount of money that you have spent using your Card over the 12-month period prior to the claim.
  16. Complaints
    1. Should you wish to make a complaint about your Card, you may contact Finndon’s customer service team by email at customerservices@finndon.com to submit details of such complaint.
    2. Once we have received your email, we will acknowledge this via e-mail and send you a final response within 15 working days of receiving the complaint.
    3. If we need more time to respond for reasons beyond our control in exceptional circumstances, we will let you know when you will receive our final response within 15 working days of receiving the complaint. This will be no later than 35 working days from the date on which we first received the complaint.
    4. If, having received a response from Finndon’s customer services team, you are unhappy with the outcome, you can escalate your complaint to TPL’s Complaints Department by writing to complaints@transactpaymentslimited.com
    5. If TPL’s Complaints Department is unable to respond to your complaint immediately, you will receive confirmation that your complaint has been received and a formal investigation will be conducted. You will receive a formal response of their findings within 35 Business Days of receipt of your complaint.
    6. We will make every effort to reach a resolution to your complaint and will fully explain the reasoning behind our decision.
    7. In the unlikely event that we are unable to resolve your issue to your satisfaction you have the right to refer your complaint to the Financial Services Commission at: Payment Services Team, Financial Services Commission, PO Box 940, Suite 3 Ground Floor, Atlantic Suites, Europort Avenue, Gibraltar or email psdcomplaints@fsc.gi.
  17. General Communication
    1. Any communication from us to you may be given via notification on the Finndon App and/or by email or SMS text message (using the latest contact details with which you have provided us).
    2. You may contact us via Finndon’s customer service team by calling +44 (0) 20 8187 4000 or emailing them at customerservices@finndon.com.
  18. Personal Data
    1. TPL is the Data Controller of your Personal Data associated with the application for and use of this Card only and will collect certain information about the purchaser and the users of the Card in order to operate the Card program. Your provision of your Personal Data and our processing of that data is necessary for each of us to carry out our obligations under this Cardholder Agreement. At times, the processing may be necessary so that we can take certain steps, at your request, prior to entering into this Cardholder Agreement. If you fail to provide the personal data which we request, we will take steps to terminate this Cardholder Agreement in accordance with clause 11.1 (ii) (b) above.
    2. We will manage and protect your personal data in accordance with all applicable data protection laws. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Policy which is provided to you at the time we collect your personal data.
  19. Changes to these Terms and Conditions
    1. We may update or amend this Cardholder Agreement at any time on at least 2 months’ advance notice, which shall be given by notification on the App and by e-mail (using the latest contact details you have you have provided us with).
    2. If you do not agree with the changes to the Cardholder Agreement, you may at any time within the 2- month notice period terminate your Cardholder Agreement in accordance with condition 11. You will be deemed to have accepted any change to this Cardholder Agreement unless you notify us before the proposed date of the change.
    3. If any part of this Cardholder Agreement is inconsistent with any regulatory requirements, then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
  20. Language

    The English language version of this Cardholder Agreement and of any communications and Website content will prevail over any other language version which we may issue from time to time.

  21. Governing Law

    This Cardholder Agreement is governed by the law of Gibraltar.

  22. Jurisdiction

    You agree to the non-exclusive jurisdiction of Gibraltar.

  23. Miscellaneous
    1. Any delay or failure to exercise any right or remedy under this Cardholder Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
    2. The Card is a payment service product and not a deposit, debit, credit or banking product and, as such is not governed by the Deposit Security Scheme of Gibraltar. However, please refer to clause 20.1 of Finndon’s terms and conditions in relation to the safeguarding of your funds.
    3. If any provision of this Cardholder Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
    4. You may not assign or transfer any of your rights and/or benefits under this Cardholder Agreement and you shall be the sole party to the contract between us. You will remain liable until all Cards issued to you are cancelled or have expired and all sums due under this Cardholder Agreement have been paid by you in full. We may assign our rights and benefits under this Cardholder Agreement to a third party and may subcontract any of our obligations under this Cardholder Agreement.

SCHEDULE 2, ANNEX 1 – FEES AND LIMITS

The fees that you will be charged for using your Card are set out at clause 15.1 of the Finndon Terms And Conditions Of Use For Electronic Money Services.

The limits up to which you can use your Card are set out at clause 5.5 of the Finndon Terms And Conditions Of Use For Electronic Money Services.