Terms of use - United Kingdom
Corpay One offers a SaaS platform that helps businesses with streamlining their expense management, payment of invoices. By subscribing or registering to the Platform and/or by using the Platform, the User accepts and agrees with these Corpay One Terms of Service –United Kingdom.
By agreeing to these Terms of Use, you also agree to comply with the Introduced Client Terms of Business and the Modulur Account Terms and conditions as set out below. This includes any and all schedules and annexes as set out by the terms.
1. Interpretation
In these Terms of Service unless the context otherwise requires:
“Account” means an account enabling a User to access and use the Hosted Services;
“Advisor” –where applicable- means a person or company that has registered to the Platform as an Advisor and uses the Platform on behalf of another Organisation;
“Agreement” means the agreement between Provider and User regarding the use of the Platform and the Hosted Services incorporating these Terms;
“Business Day” means any weekday (Monday to Friday)
“Business Hours” means the hours of 09:00 to 17:00 on a Business Day;
“Charges” means the monthly subscription fee for subscribing to the Platform and/or the amount that is charged by Provider per processed Document;
“Data Controller” has the meaning given to it in the Data Protection Laws
“Data Processor” has the meaning given to it in the Data Protection Laws
“Data Processing Agreement” has the meaning given to it in the Data Protection Laws applicable
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to User Personal Data, the UK GDPR and Data Protection Act 2018 (incorporating the EU General Data Protection Regulation 2016/679);
“Document” means any invoice, receipt, account statement or credit note that is processed by Provider as part of the Hosted Services;
“Effective Date” means the date on which changes made by Provider to these Terms will become effective;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means any service provided by Provider to the User through the Platform (including its webbased mobile App) as a service via the internet in accordance with these Terms;
“Intellectual Property Rights” means all the interests and rights of any nature whatsoever in any intellectual property, whether such rights and interests exist at the time of subscription to or first use of the Hosted Services or come into existence afterwards, including without limitation, copyright (including copyright in software) database rights, designs, inventions, know-how, confidential information and any application for and registrations of them and the right to apply for any form of protection for any of these things and rights in every part of the world;
“Licence” means the non-exclusive, non-transferable right of the User to use the Hosted Services and access the Platform;
“Organisation” –where applicable- means the customer of Advisor that has registered directly on the Platform or that has been added to the Platform by Advisor;
“Parties” means Provider and User;
“Personal Data” has the meaning given to it in the Data Protection Laws
“Platform” means the platform managed by Provider and used by Provider to provide the Hosted Services;
“Provider”means Corpay One UK Limited at Canberra House, Lydiard Fields, Great Western Way, Swindon, England, SN5 6PS registered under company number 03142709.
“Sub-processor” means a party that processes User Personal Data on behalf of Provider;
“Term” means the term of the Agreement starting from the moment that the User subscribes to the Hosted Services or from the moment of registration on the Platform until the termination date in accordance with Clauses 10.1 and 10.2;
“Terms” means these Corpay One Terms of Service;
“Third-Party Solutions” means any software program(s) used in or incorporated into the the Hosted Services which is not owned by Provider;
“Trial Subscription” means the free subscription to the Platform that can be used for a limited time period to try out the Hosted Services;
"Update" means a hotfix, patch or minor version update to any Platform software;
"Upgrade" means a major version upgrade of any Platform software;
“User” means a business or another type of organisation that has subscribed to the Platform on the basis of a subscription plan or an Advisor and the Organisation it represents;
"User Personal Data” means any Personal Data that is processed by Provider on behalf of a User, in relation to this Agreement, but excluding data with respect to which Provider is a Data Controller;
2. Agreement and applicable terms
2.1. These Terms apply to all Hosted Services that are delivered by Provider to Users. By subscribing to and/or using the Hosted Services, User agrees to these Terms. These Terms constitute a contractual Agreement regarding the use of the Hosted Services covered by these Terms.
2.2. Where an Advisor uses the Platform and the Hosted Services on behalf of another Organisation, it represents and warrants that it (1) is duly authorised and empowered by and for that Organisation to agree to these Terms and accept these Terms on behalf of the Organisation, and (2) does accept these Terms on behalf of the Organisation; unless the Organisation has a separate agreement with Provider. Advisor also represents and warrants that it is duly authorised and empowered to use the Platform and Hosted Services on behalf of the Organisation.
2.3. User agrees and consents to receive electronically all communications, agreements, documents, notices and disclosures that Provider provides in connection with the Hosted Services. These communications will be provided by email at the primary email address provided by User or which may be listed in User’s Account or (where appropriate) by posting them on Provider’s website or clearly visible within the User environment of the Platform.
2.4. Provider reserves the right to unilaterally change these Terms from time to time. Any changes will become effective within one (1) month after publication of the changed Terms on Provider’s website, and apply to all access and use of the Hosted Services thereafter. Changes will not apply retroactively and will become effective no sooner than on the Effective Date, unless such changes are a result of changes in mandatory law in which case they may apply sooner. Continued use of the Hosted Services after the Effective Date constitutes acceptance of the changes to the Terms. If User does not accept the changes to the Terms, User must stop using the Hosted Services or cancel its subscription before the Effective Date.
2.5. Any individual deviations from these Terms requested by or negotiated with User must be agreed upon in writing and signed by a duly authorized representative of Provider.
2.6. If any provision in these Terms is or becomes invalid or unenforceable under applicable law, Provider shall be entitled to amend that provision to accomplish its objectives. The remaining provisions will continue in full force and effect.
3. Hosted Services
3.1. Provider offers Users to use its Platform for efficient invoice payment, creditor and receipt management subject to the Terms. In order to subscribe or register to the Platform the User must provide his/her email address, mobile phone number and proof of identification so that these can be verified by the Provider. Unless Single Sign On is utilised, the User will also be asked to provide a self-chosen password that must be used to access the Account that will be created by Provider. It is the responsibility of the User to keep any password to the Platform personal and secret.
3.2. Subject to these Terms, the User will upon registration be granted a non-exclusive, non-transferable right to use the Hosted Services and access the Platform. The Licence may only be used by the officers, employees, agents and subcontractors of the User.
3.3. Except to the extent expressly permitted in these Terms or required by law on a non-excludable basis, the Licence granted by Provider to the User under Clause 3.2 is subject to the following prohibitions:
(a) User may not transfer, assign or sub-license its right to the Licence (except use facilitated by the Advisor subject to the acceptance of the Terms as described under Clause 2.2);
(b) User may not permit any unauthorised person to access or use the Hosted Services or the Platform;
(c) User may not use the Licence to provide services to third parties, unless the user has registered to the Platform as an Advisor;
(d) User may not republish or redistribute any content or material from the Hosted Services or Platform. Advisor acting on its own behalf may only do so to the extent this is reasonably necessary to provide its services to its customer;
(e) User may not make any alteration to the Platform;
(f) User may not conduct or request that any person conducts any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of Provider; and
(g) User may not decompile, disassemble, reverse engineer, or otherwise reproduce the Hosted Services or the Platform, except as otherwise expressly permitted by applicable law. User may not duplicate, alter, modify, rent, lease, resell, assign, loan, distribute in whole or in part, or make any derivative works based on the Hosted Services or the Platform.
4. Trial Subscription and demo version
4.1. A Trial Subscription entitles the User free access to use the Platform for a limited time period. Upon expiry of the Trial Subscription, User will be required to purchase one of Provider’s offered subscription plans that can be found here in order to continue using the Platform. Use of the Platform during the Trial Subscription is subject to the rights and restrictions set out in these Terms (see also Clause 3).
4.2. Under a (Trial) Subscription it is also possible to try out a demo version of the Platform by switching from the Platform’s ‘live’ environment to the ‘demo’ environment. This will provide access to testing all features of the Platform. Documents uploaded to the demo environment will not be analysed. All Document data used within the demo environment is randomly generated for test purposes. No actual payments can be made through the demo version and this includes invoice and subscription payments.
5. Provider responsibilities
5.1 Provider shall implement appropriate technical and organisational security measures to ensure confidentiality, integrity and availability of the Platform and the Hosted services.
5.2. Provider strives for the highest possible operational stability, but is not responsible for breakdowns or operational disruptions beyond Provider’s control.
5.3. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
(a) Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the User's computer systems or networks;
(d) any breach by the User of this Agreement; or
(e) scheduled maintenance carried out in accordance with these Terms.
5.4. Maintenance, including but not limited to Upgrades and Updates, of the Platform performed by Provider will as much as possible be executed outside regular Business Hours to limit the impact on the use of the Platform as much as possible. Provider shall where practicable give to the User prior written notice (either by clearly visible post on the Platform or by e-mail) of scheduled maintenance services that are likely to affect the availability of the Platform and/or Hosted Services or are likely to have a material negative impact hereon.
5.5. Provider is not responsible for Third-Party Solutions. The Provider cannot be held responsible for the accuracy, completeness, quality and reliability of the information nor the results obtained through these Third-Party Solutions, nor for the availability, security or functionality of the Third-Party Solutions, including for possible damages and / or losses caused.
5.6. Provider cannot be held responsible for the business relationship between the User and its creditors and suppliers and does not take responsibility for invoices paid late due to any issues with the Platform.
6. User responsibilities
6.1. In order to allow Provider to execute payment orders on its behalf the User must either
1) register a payment card(s) and/or
2) connect to a UK bank account via Open Banking. Access to Open Banking is through a third party, Modulr
6.2. User shall implement appropriate security measures relating to administrator Account access details and ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
6.3. User shall comply with all applicable laws and regulations with respect to its activities under this Agreement.
6.4. User must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
6.5. User must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful to Provider or its reputation, or that of other Users; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
7. Charges, invoicing and payment
7.1. Users that subscribe to the Platform pay a fixed monthly fee based on the selected subscription plan. If the included maximum number of Documents is exceeded, this User must either upgrade its subscription plan or continue to add Documents for a fixed price per document depending on their subscription plan. The additional amount charged is dependent on the number and type of Documents. Details of the various subscription plans can be found here.
7.2. The subscription fee will be charged monthly in advance. If there are additional charges due to exceeding the maximum number of Documents at month end, Provider will invoice these monthly in arrears.
7.3. Where an Advisor uses the Platform, the due amount for the Hosted Services is calculated on a price per Document basis (pay as you go) and on the volume-based prices that are agreed between Provider and the Advisor and dependant on which modules are selected and activated during processing of the individual Document. Pursuant to the choice of the Advisor, Provider invoices either the Advisor or the Organisation on whose behalf it has used the Hosted Services. Invoices are sent monthly in arrears and based on the number of Documents at the end of the previous month. The Advisor shall at all times be liable for payment of due invoices to Provider.
7.4. If payments are made through the Platform with a debit card, fees will be charged by the payment redeemer. This fee will be specified in connection with any payment made by debit card. If payment instead is made through a connected bank account the involved bank may also charge a fee for each payment.
7.5. By default invoices of Provider are collected on the day of issuance by charging the credit card that User has connected to the Platform. Where a different payment method is accepted by Provider a standard payment term of seven (7) days applies.
7.6. Provider may suspend the provision of the Hosted Services if any amount due to be paid by the User to Provider under this Agreement is overdue, and Provider has given to the User at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
7.7. In case of payment of invoices after their due date Provider is entitled to charge interest
8. Limitation of liability
8.1. The Platform and Hosting Services are provided to User on an “as is” basis. Except as expressly and specifically provided for in the Agreement, the User assumes sole responsibility for results obtained from the use of the Hosting Services and the Platform, and for conclusions drawn from such use. Provider shall have no liability for any damage caused by errors or omissions in any information, instructions or Documents provided by User via the Platform.
8.2. The general principles of tort apply to the Agreement. Provider shall not be liable for any indirect claims and/or losses or tort, including loss of profits, loss of business, depletion of goodwill and/or similar losses or loss of data or information, pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in relation to the Terms and use of the Hosted Services and the Platform.
8.3. Regardless of the type of loss or the liability basis Provider’s total liability is limited in amount to the total of fees paid by User to Provider over the twelve (12) calendar months previous to the event or chain of events that led to this liability.
8.4. The liability limitation under Clause 8.1 does not apply when the damage is caused by gross negligence or wilful misconduct on the side of Provider, or where this limitation of liability is not permitted under applicable law.
8.5. Any claim that the User may have arising out of the Agreement shall expire twelve (12) months after the point in time that User has, or reasonably should have, become familiar with the circumstance(s) on which the claim is based.
9. Data protection
9.1. Provider and User shall each comply with the Data Protection Laws with respect to the processing of all Personal Data.
9.2. User warrants to Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to Provider under or in connection with the Agreement.
9.3. Where Provider processes Personal Data as a Data Controller the processing is subject to its Privacy Policy as published on Provider’s website. The Privacy Policy will be updated regularly. If there are important changes to the Privacy Policy the User will receive notification of this.
9.4. Provider and User agree that the User is the Data Controller in relation to any User Personal Data that User collects in the Platform as part of its business operations or otherwise. Where Provider processes User Personal Data on behalf of the User this processing shall be subject to Clauses 9.5 to 9.17 and Annex 1 (Data Processing Information) which collectively constitute the Data Processing Agreement between User and Provider.
9.5. User shall only supply to Provider, and Provider shall only process, in each case under or in relation to this Agreement, the Personal Data of data subjects falling within the categories specified in Annex 1. All other data deliberately or accidentally provided by user is done so entirely at the users risk and Provider accepts no responsibility for any data provided that is not directly relevant to the service. Under no circumstances must users upload data that may be considered as special category data and this includes data relating to children. Where such data is discovered by Provider it may be deleted without notice.
9.6. Provider shall only process User Personal Data during the Term and for not more than 24 months following the end of the Term, subject to the other provisions of this Clause 9. Provider shall at all times be allowed to retain anonymised User data for data analysis and statistics.
9.7. Provider shall only process User Personal Data on the documented instructions of User. The Parties agree that these Terms set out User’s complete and final instructions to Provider in relation to the processing of User Personal Data and that processing outside the scope of these instructions (if any) shall require prior written agreement between the Parties.
9.8. User agrees that Provider may engage Sub-processors to process Personal Data on User's behalf. Upon request of the User Provider shall send User a list of the Sub-processors currently engaged by Provider which User agrees with by accepting these Terms. Provider shall notify User if it adds or removes Sub-processors at least ninety (90) days prior to any such changes and thereby give the Data Controller the opportunity to object to such changes. If the Data Controller has objections to the changes, the Data Controller must notify the Data Processor within thirty (30) days of receipt of the notification. The Data Controller can only object if the Data Controller has reasonable, concrete reasons for this. Provider shall enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for User Personal Data as those in Clauses 9.5 to 9.17, to the extent applicable to the nature of the service provided by such Sub-processor; and (ii) remain responsible for such Sub-processor’s compliance with the obligations of these Clauses and for any acts or omissions of such Sub-processor that cause Provider to breach any of its obligations under this paragraph.
9.9. User agrees that Provider and its Sub-processors may transfer User Personal Data to one or more countries outside the EU and/or the European Economic Area (EEA), in the course of providing the Hosted Services. Transfers must always take place in accordance with the Data Protection Laws. Parties shall, unless agreed otherwise, rely on EU approved Standard Contractual Clauses (SCC’s) for the transfer of User Personal Data.
9.10. Provider shall ensure that persons authorised to process User Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
9.11. Provider shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks related to the processing of Personal Data under the Agreement.
9.12. Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist User with the fulfilment of User's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
9.13. Provider shall assist User in ensuring compliance with the obligations relating to the security of processing of User Personal Data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Provider shall report any Personal Data breach relating to User Personal Data to User without undue delay following Provider becoming aware of the breach. Provider may charge User for any work performed by Provider at the request of User pursuant to this Clause 9.13.
9.14. Provider shall make available to User all information necessary to demonstrate the compliance of Provider with its obligations under this Clause 9 and the Data Protection Laws.
9.15. Provider shall, at the choice of User, delete or return all User Personal Data to User after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant User Personal Data.
9.16. Provider shall allow for and contribute to audits, including inspections, conducted by User or another auditor mandated by User in respect of the compliance of Provider's processing of User Personal Data with the Data Protection Laws and this Clause 9. Provider may charge User at its standard time-based charging rates for any work performed by Provider at the request of User pursuant to this Clause 9.16.
9.17.If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the Parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
10. Termination
10.1. A subscribed User may terminate the Agreement by cancelling its subscription to the Platform in which case a 30 days notice period applies. An Organisation that has registered to the Platform without a subscription plan may terminate the Agreement at any time by sending an e-mail to support@corpayone.com.
10.2. An Advisor may terminate the Agreement by sending a notification e-mail to support@corpayone.com or to the designated account manager while observing a 90 days notice period. If an Advisor acts on behalf of an Organisation that wishes to continue to use the Platform and the Hosted Services, that Organisation needs to subscribe to the Platform directly.
10.3. Provider and User may terminate the Agreement immediately by giving written notice of termination to the other Party if the other Party commits a material breach of this Agreement, or the other party:
(a) is dissolved;
(b) ceases to conduct all (or substantially all) of its business;
(c) is or becomes unable to pay its debts as they fall due;
(d) is or becomes insolvent or is declared insolvent.
10.4 On termination of the Agreement, all licences granted by Provider under these Terms shall terminate also.
11. Complaints
11.1. In case a User experiences any issue or has a complaint in relation to the Hosted Services or the Platform it shall send an email to support@corpayone.com, use the chat functionality on Provider’s website to send a message to Provider or -if applicable- contact the designated account manager. An Organisation that is not directly subscribed to the Platform should primarily contact its Advisor before directly engaging with Provider.
11.2. Provider shall use its best endeavours to address issues and complaints timely and in an appropriate manner and inform User accordingly.
12. Intellectual Property Rights
12.1. User acknowledges and agrees that Provider and/or its licensors own all intellectual property rights pertaining to the Hosted Services and Platform. Except as expressly stated herein, the Terms do not grant the User any rights to, under or in, any intellectual property rights, including but not limited to copyrights, data base rights, patents, trade secrets, trade marks, trade names or otherwise (whether registered or unregistered), or any other rights or licences in respect of the Hosted Services and/or the Platform. Nothing under these Terms shall operate to assign or transfer any Intellectual Property Rights from Provider to User, or from User to Provider, except as may be strictly necessary for the purpose of the License and Provider’s provision of the Hosted Services.
13. Governing law
13.1. The Agreement is only governed by English law and is subject to the exclusive jurisdiction of the courts of England and Wales. The Agreement shall be governed by and construed in accordance with the laws of the United Kingdom except for its rules pertaining to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
14. Breach
14.1 The failure of the User to comply with any of the provisions or terms of this Agreement shall be a material breach of this contract. In such event, in addition to any other remedies available at law, in equity, or otherwise specified in this contract the Provide may terminate as outlined in clause 10.
15 Miscellaneous
15.1. Any provision that is reasonably necessary to accomplish or enforce the purpose of these Terms shall survive and remain in effect upon the termination of the Agreement.
15.2. No failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.3. User acknowledges that in accepting the Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms.
USER PERSONAL DATA PROCESSING INFORMATION - ANNEX 1
This Annex is related to the data that Provider processes as a Data Processor. For more information on all personal data that is being processed by Provider, please see the Corpay One Privacy Policy
1. Categories of data subjects
Customers
Customer officers, employees, agents (such as advisors) and subcontractors
Payees
2. Types of Personal Data
Users:
Company name
Company address and contact information
Company bank account information
Payment card information
Commercial registration number
User officers, employees, agents and subcontractors:
Name
Business contact information
Role/responsibility
Username/password
Payees:
Payment related information as stated on invoices, credit notes and receipts, such as:
Name
Address
Commercial registration number
VAT-number
information on purchased goods or services
bank account details
3. Purposes of processing
Necessary to provide the Hosted Services
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.
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 Scale Space, 58 Wood Lane, London, W12 7RZ. 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, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which 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 – the Single Euro Payments Area is the area where citizens, companies and other economic actors can make and receive payments in euro, within Europe, whether within or across national boundaries under the same basic conditions, rights and obligations, regardless of their location. SEPA is driven by the European Commission and the European Central Bank, amongst others, as a key component of the EU Internal Market. SEPA shall be deemed to encompass the countries and territories which are part of the geographical scope of the SEPA Schemes, as listed in the EPC List of SEPA Scheme Countries, as amended from time to time.
SEPA Credit Transfer - a service allowing you to make and receive non urgent EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.
SEPA Instant Credit Transfer - a service allowing you to make and receive near real time EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.
SEPA Transfers – means, together, SEPA Credit Transfer and SEPA Instant Credit Transfer.
SWIFT – the global member-owned financial telecommunications system used to facilitate the secure transfer of messages, including payment instructions, between financial institutions.
SWIFT Inbound Payment – an inbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT.
SWIFT Outbound Payment – an outbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT.
SWIFT Payments – means, together, SWIFT Inbound Payments and SWIFT Outbound Payments (and SWIFT Payment shall be construed accordingly).
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 Scale Space, 58 Wood Lane, London, W12 7RZ 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 which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which 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
2.1 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.
2.2 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.
2.3 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 5.14 to 5.16 inclusive will apply.
2.4 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 5.14 to 5.16 inclusive will apply.
2.5 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
3.1 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.
3.2 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.
3.3 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
3.4 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.
3.5 You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
4. OPENING YOUR ACCOUNT
4.1 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
5.1 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.
5.2 Your Account can also receive internal transfers from other Accounts owned or controlled by the Partner Platform, which apply instantly.
5.3 An incoming payment will not be credited to your Account if:
5.3.1 the Account has reached the Account Limits; or
5.3.2 the Account is blocked or terminated; or
5.3.3 the sender has provided incorrect/invalid Account Details for your Account; or
5.3.4 we suspect the payment to be fraudulent.
5.4 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.
5.5 Your Account can make payments out to external bank accounts via Faster Payments, SEPA Transfer, SWIFT Payments (if selected as a Modulr Product) and other methods as added and notified to you by the Partner Platform from time to time.
5.6 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).
5.7 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.
5.8 Where a Virtual Card or Physical Card is issued to you, you may be able to register and/or store the details of the Card within third party apps and/or devices and to use those third party apps/devices to initiate payments with your Card. When you first register your Card within a third party app/device we support, you may be required to verify that it is you requesting the registration of the Card. If you do not do this, you may not be able to register and use your Card through the third party app/device.
5.9 The value of any Card Transaction, together with any applicable fees and charges, will be deducted from your Account once we receive the authorisation request from the Merchant.
5.10 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: https://www.mastercard.co.uk/en-gb/consumers/get-support/convert-currency.html;
VISA Card Scheme rate at: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html.
5.11 A Transaction is deemed to be authorised by you:
5.11.1 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;
5.11.2 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;
5.11.3 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;
5.11.4 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.
5.12 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;
5.13 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.
5.14 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 5.15 and 5.16 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.
5.15 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.
5.16 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.
5.17 The Available Balance on your Account will not earn any interest.
5.18 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.
5.19 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
6.1 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.
6.2 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.
6.3 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
7.1 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.
7.2 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).
7.3 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.
7.4 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments or SEPA Transfer (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
8.1 You are responsible for understanding and complying with the Agreement including these Terms and Conditions.
8.2 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:
8.2.1 we are concerned about the security of or access to your Account and/or your Card;
8.2.2 we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;
8.2.3 we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;
8.2.4 the Transaction would breach the limits applicable to your Account and/or Card;
8.2.5 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.
8.3 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.
8.4 You or the Account Manager or the Cardholder must not:
8.4.1 allow another person to use security information related to the Account, Cards and/or app/device you use to make Transactions
8.4.2 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
8.4.3 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.
8.5 You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe, including the security-related details relating to any app and/or devices you have registered or stored your Card on, 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.
8.6 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.
8.7 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.
8.8 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, Cards and/or app/device where your Card is registered/stored safe.
8.9 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.
8.10 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 third-party bank or institution for handling the recall.
8.11 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
9.1 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.
9.2 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.
9.3 If you dispute a Transaction:
9.3.1 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.
9.3.2 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;
9.3.3 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
9.3.4 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.
9.4. 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.
9.5 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:
9.5.1 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
9.5.2 failed to notify us in accordance with 9.1 above.
9.6 You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
9.6.1 the authorisation did not specify the exact amount;
9.6.2 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
9.6.3 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.
9.7 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
10.1 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).
10.2 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.
10.3 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
11.1 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.
11.2 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:
11.2.1 we discover any of the Information that we hold for you is false, misleading or materially incorrect; or
11.2.2 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
11.2.3 if you have reached your Account Limit;
11.2.4 you or the Account Manager have breached these Terms and Conditions; or
11.2.5 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.
11.3 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
12.1 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:
12.1.1 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;
12.1.2 Neither we, nor our agents shall be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
12.1.3 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;
12.1.4 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.
12.2 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.
12.3 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.
12.4 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
12.5 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
13.1 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.
13.2 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
13.3 You must update any changes to your Information by contacting Customer Services.
13.4 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.
13.5 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
14.1 Complaints regarding any element of the service provided by us can be sent to Customer Services.
14.2 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.
14.3 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.
14.4 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
15.1 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.
15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
15.3 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.
15.4 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.
15.5 These Terms and Conditions contain the information set out in Schedule 4 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services.
15.6 These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.
15.7 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 safeguarded account in accordance with our legal obligations. In the event that we become insolvent funds that are safeguarded by us are protected against the claims made by our creditors.
16. CONTACTING CUSTOMER SERVICES
16.1 Customer Services are provided by the Partner Platform. The details shall be provided by the Partner Platform.
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:
recommendations it notifies to the Introduced Client from time to time.
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.
be uninterrupted or error free.
Schedule 1 – PIS Terms and Conditions
1.1 The terms of Schedule 1 shall apply where the PIS is included within the Modulr Products provided to you.
1.2 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.
1.3 We are authorised by the Financial Conduct Authority (FRN 900573) for the issuance of electronic money and providing payment services, including payment initiation services.
1.4 Unless expressly stated in this Schedule 1, the definitions contained in this Agreement shall apply to this Schedule 1.
Account Servicing Payment Service Provider or ASPSP – the third party payment service provider, such as a bank, with whom you or 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 you, and any personal information related to the End User;
Payment Initiation – means either (i) a payment order initiated at your request from your Source Account to your Modulr Account ; or (ii) 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 you or an End User holds with an ASPSP;
Standing Order – a regular, recurring Payment Initiation as instructed by an End User.
3. OUR SERVICES
3.1 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.
3.2 You will be able to use our API to:
3.2.1 add funds to your Modulr Account from a Source Account;
3.2.2 allow an End User to initiate a payment from a Source Account to your Account; and
3.2.3 allow an End User to set up a Standing Order from their Source Account to your Account.
3.3 When using PIS to add funds to your Modulr Account, we will provide you with a redirection URL which will redirect you to your ASPSP, where you can log in using you ASPSP credentials and consent to the Payment Initiation from your Source Account.
3.4 For End Users, 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.
3.5 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 you and your ASPSP, or the End User and their ASPSP.
4. END USERS
4.1 You will only allow End Users to request Payment Initiations and Standing Orders in accordance with these PIS Terms and Conditions and the End User Terms and Conditions (contained at Appendix 1 to this Schedule 1).
4.2 You will ensure that End Users have read and accepted the End User Terms and Conditions prior to the End User using PIS.
4.3 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.
4.4 You acknowledge that an End User may revoke their consent to process Payment Initiations or Standing Orders at any time, and Modulr shall not be liable to you for failing to provide the Information requested by you.
4.5 We will not be able to revoke a transfer from a Source Account once it has been confirmed by an End User.
4.6 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:
4.6.1 a confirmation that the payment has been successfully initiated with the End User’s ASPSP;
4.6.2 a reference to identify the payment transaction and any information transferred with the payment order; and
4.6.3 the amount of payment.
4.7 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. ACCOUNT TOP UP
5.1 You may use PIS to make a payment initiation for the purpose of adding funds to your Modulr Account.
5.2 When you request us to initiate a payment from your Source Account, Modulr will make the following information available to you:
5.2.1 a confirmation that the payment has been successfully initiated with your ASPSP;
5.2.2 a reference to identify the payment transaction and any information transferred with the payment order; and
5.2.3 the amount of payment.
6. SECURITY
6.1 You must not allow another person to use security information necessary to use PIS;
6.2 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.
6.3 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.
7. DISPUTES AND INCORRECT TRANSACTIONS
7.1 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 owner of the Source Account (i.e. you or the End User, as the context allows) should contact their ASPSP to resolve their 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 Payment Initiation we were responsible for, we will refund the incorrectly initiated payment back to the original Source Account.
7.2. 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).
8. YOUR LIABILITY
8.1 You are responsible for understanding and complying with these PIS Terms and Conditions.
8.2 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.
9. OUR LIABILITY
9.1 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 as appropriate (i) to refund to you an equivalent amount to which was incorrectly deducted from your Source Account; or (ii) to refund to the End User of an equivalent amount to that which was incorrectly deducted from their Source Account.
10. TERMINATION
10.1 These PIS Terms and Conditions will apply each time you use PIS in relation to your Account.
10.2 We can terminate your access to PIS at any time if we give you two months’ notice.
10.3. 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:
10.3.1 we discover any of the Information that we hold for you is incorrect; or
10.3.2 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
10.3.3 you have breached these Terms and Conditions.
Appendix 1 TO SCHEDULE 1 –
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 Scale Space, 58 Wood Lane, London, W12 7RZ. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd.
Modulr Account - the electronic account provided by us to the Merchant.
Payment Initiation Service or PIS – means a service to initiate a payment at your request from a Source Account held by you, as more particularly described in clause 3.1.
Source Account – a payment account accessible online which you hold with an ASPSP;
Standing Order - a regular, recurring Payment Initiation as instructed by you.
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 Scale Space, 58 Wood Lane, London, W12 7RZ 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
2.1 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.
2.2 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
3.1 You will be able to initiate a payment from your Source Account to the Merchant’s Modulr Account, or set up a Standing Order. You will need to select the linked Source Account and the amount when you ask us to initiate the payment.
3.2 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.
3.3 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
4.1 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.
4.2 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:
4.2.1 link the Source Account; and
4.2.2 authorise a payment from your Source Account you have asked us to initiate.
4.3 We will not be able to revoke a transfer from your Source Account once you have confirmed it.
4.4 Once you request us to initiate a payment from your Source Account, the Merchant will provide:
4.4.1 a confirmation that the payment has been successfully initiated with your ASPSP;
4.4.2 a reference to identify the payment transaction and any information transferred with the payment order; and
4.4.3 the amount of payment.
5. STANDING ORDERS
5.1 You will be able to set up a Standing Order to make regular, recurring Payment Initiations to the Merchant’s Modulr Account. When setting up a Standing Order, you are giving us explicit consent to initiate a regular, recurring Payment Initiations from your Source Account to the Modulr Account for the amount you select at the time of your request.
5.2 You must provide the following information to allow us to set up the Standing Order: the date of the first Payment Initiation, the amount of the Standing Order, and if the Standing Order is not open-ended, the date of the final Payment Initiation.
5.3 If you wish to amend or cancel a Standing Order, you must contact your ASPSP. Modulr is not able to amend or cancel Standing Orders and accepts no liability for Standing Orders which have been incorrectly amended or cancelled.
6. FEES
6.1 We will not charge you any fees for using PIS.
7. SECURITY
7.1 You must not:
7.1.1 allow another person to use security information necessary to use PIS;
7.1.2 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
7.1.3 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.
7.2 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.
7.3 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.
8. DISPUTES AND INCORRECT TRANSACTIONS
8.1 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.
8.2. 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).
8.3 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.
9. YOUR LIABILITY
9.1 You are responsible for understanding and complying with these Terms and Conditions.
9.2 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.
9.3 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.
10. OUR LIABILITY
10.1 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:
10.1.1 we shall not be liable for any default resulting directly or indirectly from any cause beyond our control;
10.1.2 we shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
10.1.3 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.
10.2 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
10.3 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
10.4 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.
11. VARIATION
11.1 Each time you use our PIS you will be bound by the Terms of Service in force at that time.
11.2 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.
11.3 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.
12. TERMINATION OR SUSPENSION
12.1 We may at any time terminate or withhold your access to all or any part of our PIS at any time, effective immediately:
12.1.1 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
12.1.2 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).
13. YOUR INFORMATION
13.1 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.
13.2 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.
13.3 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.
13.4 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.
14. COMPLAINTS PROCEDURE
14.1 Complaints regarding any element of the PIS provided by us can be sent to Customer Services.
14.2 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.
14.3 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.
14.4 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
15.1 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.
15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
15.3 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.
15.4 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.
15.6 These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.