Financing terms

Section 1: Mimo General Terms & Conditions (the “Terms”)

1. THESE TERMS AND INFORMATION ABOUT MIMO

   1. The parties. These Terms apply between you and OMIM Technologies Limited  ("Mimo", "we" "our"), a company registered in England and Wales under number 14546072 with our registered office at 483 Green Lanes, London, N13 4BS, United Kingdom.

   2. Your agreement to the Terms and the Agreement. You acknowledge and agree that by submitting your application to use our services or by using any part of the Mimo-Connected Services, you signify that you have read, understood, and agree to be bound by these Terms and any additional terms referenced in the Agreement. If you do not accept these Terms, you are not permitted to use the Mimo Platform or the Mimo- Connected Services.

   3. Term. These Terms, unless terminated earlier in accordance with clause 21, shall continue until either party gives to the other party thirty (30) days’ written notice to terminate, such notice to take effect on or after the first anniversary of the date of when you confirmed your acceptance of the Terms by clicking, where indicated, on the link or button stating ‘accept terms’ or such other similar wording (the “Commencement Date”).    

   4. We shall provide (or shall procure access to) the Mimo-Connected Services and access to the Mimo Platform in accordance with the terms of the Agreement. 

2. MIMO-CONNECTED SERVICES

   1. We own and provide the application made available by Mimo for access through the Mimo website available at https://app.mimohq.com/ (the "Mimo Platform"), via download, or any such other method as provided by us from time to time.

   2. The services available as part of the Mimo Platform are as follows:

      1. Your “Mimo Payments” is a service which enables you to make payment of invoices to suppliers registered in the UK or internationally; 

      2. Your “Mimo Financing” is a service which provides access to an unsecured credit line you can use when making payments. Note that access to Mimo Financing is subject to specific application criteria and the Financing Terms;  

      3. Your "Mimo Account" service is a virtual account that holds your e-money issued by the E-Money Issuer (defined below), which you can access, top up and pay out of. We use the term "money" to refer to e-money;

together the “Mimo-Connected Services”.

3. MIMO-CONNECTED SERVICES TERMS

   1. Third Party Providers. We work with certain third-party providers to provide some of the Mimo-Connected Services to you, including an E-Money Issuer (defined below). Third-party providers used by us include:

      1. Your Mimo Account is provided by 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 (the "E-Money Issuer");

      2. Plaid Financial Ltd, a company registered in England and Wales with number 11103959 and whose registered office is at New Penderel House 4th Floor, 283-288 High Holborn, London, WC1V 7HP;

(the "Third Party Providers").

2. Right to use/change Third Party Providers. We reserve the right to use other Third Party Providers and/or change the current Third Party Providers from time to time upon providing you notice in accordance with clause 22.

3. Mimo-Connected Services terms and conditions. You acknowledge that your use of the Mimo-Connected services will be subject to the applicable terms and conditions and privacy policies as follows:

   1. Mimo Account:

      1. The "E-Money Terms" available in Section 3 below;

      2. The E-Money Issuer’s privacy policy (available here).

   2. Mimo Financing:

      1. The “Financing Terms” available in Section 2 below. 

together the “Mimo-Connected Services Terms”.

4. ACCESSING THE MIMO PLATFORM

   1. Application. To access and use the Mimo-Connected Services, you must:

      1. have read, understood and agree to be bound by the terms of the Agreement and our Privacy Policy (available here);

      2. ensure you are a registered limited company duly incorporated or formed under the laws of England and Wales, are validly existing and have full power to carry on your business as now being conducted;

      3. register and set up a user account with a username and password;

      4. successfully pass the KYC process outlined in clause 5; 

      5. nominate a director of the company to act as account administrator; and

      6. agree to pay the relevant fees as set out in the Pricing page (available here).

   2. Your information. You warrant that all information you provide to us during application and subsequent registration to use the Mimo-Connected Services, and that is otherwise provided or uploaded by you (or on your behalf) via the Mimo Platform is true and accurate at all times. You agree that you will provide us with any additional information that we may reasonably require to verify your identity or details you provided during registration.

   3. Login Details. You are responsible for maintaining the confidentiality of your login details, and for any use of the Mimo-Connected Services using your login details. You must keep your Mimo-Connected Services credentials safe. You must maintain adequate security and control of any and all devices, other credentials, IDs, passwords and personal identification numbers / codes that you use to access your Mimo-Connected Services. Sharing your login credentials with any other person or making them available to multiple users on a network is strictly prohibited. If you have any concerns that your credentials may have been misused, you should contact us at hello@mimohq.com to let us know.

   4. No liability for unauthorised use of your login credentials. Mimo accepts no liability for any losses, damages or costs arising from or in relation to your failure to comply with clause 4.3.

5. KNOW YOUR CLIENT

   1. KYC compliance. As further detailed in our Privacy Policy, information you provide to us (or, where necessary, the Third Party Providers) for KYC purposes will be used to carry out sufficient and risk-based due diligence checks as required under respective anti-money laundering and know your customer ("KYC") legislation. Information likely to be requested as part of the KYC process includes (but is not limited to):

      1. Company information:

         1. Company name

         2. Company registration number

         3. Registered address

         4. Trading address

         5. Industry

         6. Average monthly revenues

      2. Applicant information (note this must be a director of the company):

         1. First name and last name

         2. Date of birth

         3. Home address

         4. Email address

         5. Phone number

      3. Beneficial owners:

         1. First name and last name

         2. Date of birth

         3. Home address

         4. Percentage ownership of business 

         5. Controlling interests (if anyone else other than those already captured has a controlling interest in the company)

         6. First name and last name

         7. Date of birth

         8. Home address

   2. KYC Verification.  In order to comply with anti-money laundering and KYC verification and checks, we may collect the required information from you in accordance with our Privacy Policy.

   3. Additional KYC. We (or, where necessary, the Third Party Providers) are entitled to request further information as required by applicable KYC legislation. You agree to promptly provide such additional information as and when requested and will ensure that such information is true, accurate and complete.

6. YOUR MIMO ACCOUNT

   1. Please see the following sections of Part B of the E-Money Terms to find out more about:

      1. account limits in relation to your Mimo Account (Section 2)

      2. using your Mimo Account (Section 5)

      3. third party access to your Mimo Account (Section 6)

      4. closing your Mimo Account (Section 7)

      5. your liability and authorisations in relation to your Mimo Account (Section 8)

      6. disputes and incorrect transactions on your Mimo Account (Section 9)

      7. termination or suspension of your Mimo Account (Section 11).

   2. Guidance when reading the E-money Terms. It's important you understand the following when reading the E-Money Terms:

      1. the definitions set out within Part B of Section 3 also apply to Part A of Section 3;

      2. the term "Introduced Client" means you;

      3. the term "Partner Platform" refers to us (Mimo); and

      4. the "Partner Platform Agreement" refers to this agreement.

7. HOW IS YOUR MONEY SECURED?

   1. Safeguarding of your money. When a payment is received for your Mimo Account, or you add money to it, the equivalent value of e-money is added into your Mimo Account. Your money is never lent to anyone else. This is called safeguarding and helps to protect you and your money. If the E-Money Issuer were to become insolvent, your funds are protected and repaid to you from their ring-fenced accounts.

   2. Responsibility for safeguarding. The E-Money Issuer will be responsible for safeguarding the e-money in your Mimo Account. Please see clause 15.7 in Part B of the E-Money Terms in Section 3 for further details.

8. ADDING MONEY TO YOUR MIMO ACCOUNT

   1. Account Limits. There are a few ways to add money to your Mimo Account, as long as they're within any limit that applies in relation to your Mimo Account ("Account Limits"). There may also be a fee for the method you choose which (if applicable) you can find on our Pricing page.

   2. Adding money. You can add money to your Mimo Account (also called "Inbound Payment Methods") by using one of the local transfer methods displayed in your Mimo Platform. When you add money by bank transfer, you must use your Mimo Account details as shown in your Mimo Platform.

   3. Where to find instructions. To add money to your Mimo Account, you'll need to follow the instructions in your Mimo Platform. The list of Inbound Payment Methods above is not a final and complete list and we can change or stop any of these methods at any time without informing you. Check your Mimo Platform to see the ways you can add money to your Mimo Account.

   4. Third party considerations. Some of the Inbound Payment Methods that we offer to you from time to time depend on the services of third parties. You may have to agree to the terms and conditions of these third parties before you can use them.

9. SITUATIONS WHEN MONEY MIGHT NOT BE ADDED TO YOUR MIMO ACCOUNT

   1. When money may not be added. Money might not be added to your Mimo Account if:

      1. your Mimo Account has reached the maximum value of unspent funds loaded onto your Mimo Account and available for your use ("Available Balance") or has reached your Account Limit;

      2. your Mimo Account is inactive or blocked;

      3. the sender of the money has not given correct/valid Mimo account details for your Mimo Account;

      4. fraudulent activity is suspected on your Mimo Account; or

      5. to do so is prohibited by applicable laws.

If any of the situations above apply, the money may be returned to the sender without notifying you.

2. Limits on the use of your Mimo Account. You must not use your Mimo Account for any of the reasons below:

   1. in relation to any of the following services: any other dating applications, weight loss, medicinal products, political, charities, adult entertainment, gambling, CBD or cigarettes (including electronic cigarettes);

   2. for any illegal purpose or in any manner that is illegal;      

   3. to purchase, send or receive cryptocurrencies; or 

   4. in any way which may breach any applicable Mimo-Connected Services Terms.      

3. If we suspect you're using your Mimo Account in a way that doesn't comply with these Terms,      we reserve the right to suspend your Mimo Account     .

10. CHECKING YOUR MIMO ACCOUNT BALANCE

    1. Available Balance and transaction history. You can check your Available Balance and transaction history for your Mimo Account through your Mimo Platform. 

    2. Mimo Account statements. Your Mimo Account statements are available at all times in your Mimo Platform.

11. WHAT FEES DO YOU HAVE TO PAY?

    1. Pricing. Any fees that we may charge you are set out on our Pricing page. Any recurring payments may be either taken from your Mimo Account or using the card details provided by you.

    2. Taxes. The fees invoiced are exclusive of taxes, and you shall also pay applicable taxes and duties (including withholding taxes, value added tax, or other taxes but excluding income taxes imposed on us) at the same time as you pay the fees. If required by local law, we will provide a tax invoice that satisfies local law requirements.

    3. Annual statement. An annual statement of the fees you have paid in respect of your Mimo Account will be available to you.

12. YOUR RESPONSIBILITIES TO US

    1. Breach of terms and your responsibility for losses. You may be responsible for our losses in some circumstances. If you've breached any of the terms of the Agreement or have acted fraudulently and such breach or fraudulent actions has caused us to suffer a loss, the following will apply:

       1. you will be responsible for any damage or losses we suffer as a result of your actions or omissions;

       2. if your actions result in us losing profits, you may also be responsible for those losses. You won't be responsible if this would mean that we're compensated twice for the same loss; and

       3. you will also be responsible for any reasonable legal costs that arise as a result of your actions or omissions.

    2. If you owe us money, we can take the amount you owe us from any amount that we're due to pay to you. We call this our right of set-off.

    3. Indemnity. you will indemnify us from and against any losses we incur which arise out of any claim made or threatened against us as a result of any breach by you of the Mimo-Connected Services Terms.

    4. Marketing collateral. During the term of this Agreement, (a) you agree to participate in case studies and other similar marketing efforts reasonably requested by Mimo; (b) Mimo may disclose that you are a Mimo customer to third parties; and (c) Mimo may include on and in Mimo’s website, case studies, marketing materials, and conference presentations and other speaking opportunities, Client’s testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Any Intellectual Property Rights in any your logos, trademarks or other identifiers, including as contained in marketing material shall be owned by you. 

13. OUR RESPONSIBILITIES EXCLUSIONS AND LIMITATIONS

    1. Liability in relation to the receipt and provision of the Mimo-Connected Services is governed by the respective Mimo-Connected Services Terms, as identified in clause 3.3. 

    2. Exclusions and limitations. Except for our responsibilities to you that we can't exclude or limit, our liability to you in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty or otherwise) is excluded and limited in the following ways:

       1. we're not responsible for any losses resulting directly or indirectly from any cause beyond our control, including but not limited to a lack of funds and/or failure of network services and failure of data processing systems;

       2. we are not responsible for any losses resulting directly or indirectly from your failure to maintain adequate security and control of any and all devices, other credentials, IDs, passwords and personal identification numbers / codes that you use to access your Mimo-Connected Services;

       3. we're not responsible for any loss of profits, loss of business, (in each case whether direct or indirect) or for any indirect, consequential, special or punitive losses;

       4. we're not responsible for any losses where applicable laws mean we must breach these Terms;

       5. we're not responsible for any losses as a result of you breaching any of the terms of the Agreement;

       6. we're not responsible for and do not in any way guarantee the availability of any third party services or websites, and any access from the Mimo Platform will be on an "as is" and "as available" basis. We do not give any warranty or guarantee that any third party websites are free from viruses; and

       7. we're not responsible for any material or content on any third party website that you access through the Mimo Platform;

       8. Mimo is not liable for any loss or damage you suffer arising out of or in connection with the Mimo-Connected Services, unless and to the extent that such loss or damage is directly caused by Mimo’s breach of these Terms; 

       9. our total aggregate liability arising under or in connection with this Agreement in relation to all events occurring in any Year shall not exceed the higher of:

          1. fees paid by you under the Agreement in respect of that Year; or 

          2. twenty-five thousand pounds sterling (£25,000), 

and for the purposes of this clause 13.2.9, “Year” shall mean each 12-month period commencing on the Commencement Date or an anniversary thereof.

14. RESPONSIBILITIES TO YOU WE WON'T EXCLUDE OR LIMIT

    1. Nothing in these Terms excludes or limits our liability:

       1. for death or personal injury resulting from our negligence;

       2. for fraud; or

       3. to the extent that such liability can't be limited or excluded under applicable laws.

15. THE MIMO PLATFORM

    1. The Mimo Platform is cloud-based software which is made available to you, in accordance with these Terms, to enable you to access the Mimo-Connected Services. 

    2. Mimo Platform content and functionality. To the fullest extent permitted by law, the Mimo Platform, its content and functionality, are provided on an "as is" and "as available" basis, and we make no warranty, representation or guarantee whether express, implied or statutory, with respect to the Mimo Platform, its content, functionality or availability. Access to the Mimo Platform may be suspended temporarily and without notice in the case of system failure, emergency maintenance, emergency upgrades or emergency repairs. Any warranties given by Mimo shall be subject to you using the Mimo Platform in compliance with the terms of the Agreement. You shall be responsible for ensuring that your hardware and connectivity are adequate for and compatible with the Mimo Platform.

    3. Mimo Platform downtime. Without limitation to clause 15.2, the Mimo Platform will be unavailable, and no transactions will be permitted to take place, during: (i) the time ranges notified to you in advance by Mimo, to allow Mimo to carry out planned maintenance, upgrades or repair ("Agreed Maintenance Window"); and (ii) any period outside the Agreed Maintenance Window where unscheduled maintenance, upgrades or repair is performed, provided that Mimo has used reasonable endeavours to give you advanced notice.

    4. Monitoring and investigation of potential misuse of Mimo Platform. Mimo may, but is not required to, monitor and/or review your use of the Mimo Platform. If Mimo becomes aware of any possible violations by you of any provision of the terms of the Agreement, Mimo reserves the right to investigate such violations. You acknowledge that we have limited control over any user content uploaded/hosted as part of provision of the Mimo Platform and we do not purport to monitor the content. You are solely responsible for quality/accuracy of content and the legality by which you acquired relevant data.

    5. Mimo Platform updates. From time to time, Mimo may (without notice and at Mimo's sole discretion) introduce updates to the Mimo Platform, for example to introduce new and/or improved functionality. 

    6. Customisation and compatibility. Mimo is not obliged to customise any part of the Mimo Platform to ensure compatibility with any third party software.

16. DATA PROTECTION

    1. Processing personal data. We will process your personal data in accordance with our Privacy Policy (available here: www.mimohq.com/privacy).

    2. Please read third party privacy notices. When you access services of third parties and our integration partners, they will process personal data to provide the Mimo-Connected Services to you and for other purposes. For more information please refer to third party privacy notices, including the privacy notices of our Third Party Providers.

    3. Data Security. Further information about how we secure your data can be found in our Privacy Policy (available here: www.mimohq.com/privacy).

17. USE RESTRICTIONS

    1. You are responsible for complying with the law. You are responsible for ensuring that you comply with all applicable legislation.

    2. Do not commit fraud. You warrant that you will not create fraudulent accounts. You also warrant that you will not use any fraudulent, illegal or otherwise dishonest activities in relation to the Mimo-Connected Services. In the event of suspected fraud, we may contact you using the contact details you provided to us during the Mimo application process and may share your data with third parties (such as law enforcement officials) without your consent for the purposes of preventing or detecting fraud.

    3. Do not misuse Mimo. You must only use the Mimo Platform for its intended purposes and in accordance with these Terms governing the use of the Mimo Platform. Mimo is not responsible for any damage or loss you suffer as a result of misusing the Mimo Platform. You must not use or access the Mimo Platform in order to build a competing product or service and any features of the Mimo Platform or the Mimo-Connected Services which you can access only through use of the Mimo-Connected Services shall be deemed to be the confidential information of Mimo.

    4. Do not publish offensive or malicious content. You will not publish or disseminate material that infringes or may infringe the rights (including intellectual property rights) of any individual, entity or other third party or that is unlawful, misleading, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, that may cause annoyance or inconvenience or may restrict or inhibit the use of the Mimo Platform by any other user or that constitutes or encourages conduct which may be considered a criminal offence or give rise to any civil liability in any jurisdiction. You are also responsible for ensuring that any data that you upload to the Mimo Platform does not contain any malicious content or technologically harmful material which could damage Mimo's systems or compromise the Mimo Platform and/or the Mimo-Connected Services.

    5. No spamming. Do not publish or disseminate unsolicited or unauthorised advertisements or promotional materials (including junk mail, spam, chain letters, pyramid schemes etc.) on the Mimo Platform or to any other user of the Mimo Platform.

    6. Do not do anything to bring Mimo into disrepute. You will not publish or disseminate any material that brings or may bring Mimo into dispute or disrepute or in any way damages the standing or reputation of either Mimo or the Mimo-Connected Services.

18. SECURITY

    1. Do not hack or misuse the Mimo Platform. You must not misuse the Mimo Platform by knowingly introducing viruses or any other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Mimo Platform, the server(s) on which the any part of the Mimo Platform is hosted or any other server, computer or database connected to the Mimo Platform, or to reverse engineer or decompile it (except to the extent expressly permitted by law). You must not attack the Mimo Platform via any form of denial-of-service attack.

    2. Hackers will be prosecuted. By breaching clause 18.1, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

    3. Anti-virus measures. We use reasonable endeavours to ensure that the Mimo Platform is secure and does not contain or disseminate any viruses or material which is malicious or technologically harmful. However, we do not guarantee that the Mimo Platform will be free from bugs, viruses or malicious code and we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your device, equipment, software, data or other proprietary material due to your use of the Mimo Platform. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious or technologically harmful code on the  device you use to access the Mimo Platform.

    4. Do not upload malicious content. You are responsible for ensuring that any data that you upload to the Mimo Platform does not contain any malicious content or technologically harmful material which could damage Mimo's systems or compromise the Mimo Platform and/or the Mimo-Connected Services.

19. YOUR CONTENT

    1. Your Content. You confirm that any images, text, documents and/or data you share, upload or otherwise provide Mimo in relation to these Terms or your use of the Mimo-Connected Services  ("Your Content") will not breach the terms of the Agreement.

    2. You grant us a licence to use your data. We do not claim ownership in Your Content and ownership will remain with you (or the relevant third party owner). You grant Mimo (and where necessary, any Third Party Providers) a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use your data for the purpose of providing the Mimo-Connected Services, including but not limited to displaying, distributing, adapting, publishing, copying, editing, exploiting and creating derivative data relating to all such data.

    3. Your ownership of Your Content. You warrant that you are the owner of Your Content or you are otherwise authorised to grant us the above licence for any of content owned by a third party that you include in Your Content.

20. INTELLECTUAL PROPERTY RIGHTS

    1. We own or license all intellectual property in the Mimo-Connected Services. Mimo (or our licensors, as applicable) owns all intellectual property rights in the Mimo-Connected Services, all content displayed on the Mimo Platform, including but not limited to all trade marks, patents, copyrights, database rights and other intellectual property rights of any nature and all underlying software code ("Mimo Content"). Those works are protected by copyright laws and treaties around the world. No right, title, or interest in or to the Mimo Content is transferred to you, and you are only granted the limited use rights set out in these Terms.

    2. Licence to use the Mimo Platform. As long as you comply with these Terms, Mimo grants you a limited, non-exclusive, non-transferable, revocable licence for the term of these Terms to access and use the Mimo Platform.

    3. Do not copy or redistribute the Mimo Platform or any content in the Mimo Platform. You must not copy, scrape, extract, reproduce, modify, license to any third party, or sell or offer to sell to any third party any data from the Mimo Platform including the Mimo Platform itself. You agree not to use, or cause to be used, any manual or automated program, tool, or process, (including any scraper or spider robot), to extract, scrape, data mine, transmit, or publish, any part of the Mimo Platform.

    4. Do not interfere with any trademarks or copyright. You will not interfere with or attempt to remove any trademark or copyright notices from any content on the Mimo Platform.

    5. Derivative works. Mimo shall own all intellectual property rights in any derivative works created by Mimo from any data you share with Mimo or submit or upload as a result of using the Mimo Platform and you waive any moral rights that you may have in any such data.

    6. Transactional Information. Your "Transactional Information" is information about the way you use the Mimo Platform, any transactions you make or are involved in and any suggestion, enhancement request, recommendation, correction or other feedback. We shall have the right to collect and retain such Transactional Information in order to provide the Mimo-Connected Services and any other ancillary services, as further detailed in the Privacy Policy. As such, you grant to us a worldwide, perpetual, irrevocable, royalty-free licence (with a right to grant sub-licences) to use and create derived data from the Transactional Information.

21. SUSPENSION AND TERMINATION

    1. If you breach these Terms. Mimo is entitled to immediately, temporarily, or permanently withdraw your right to use the Mimo Platform, Mimo website, or any other Mimo-Connected Services and terminate any or all of these Terms, revoke the licence and rights granted in clause 20.2 (including disabling your login credentials), if you fail to comply with any provision of these Terms or any of the Mimo-Connected Services Terms, or if the Terms or any of the Mimo-Connected Services Terms are terminated. 

    2. Temporary restrictions. Mimo may temporarily suspend your login credentials if we suspect or detect (in our sole opinion) any suspicious or illicit activity (e.g. unusual login attempts).

    3. Unpaid sums. To the extent that you have an ongoing Mimo-Connected Service at the point of termination of these Terms, such termination of these Terms shall automatically terminate such other Mimo-Connected Services, save that these Terms shall and the Mimo-Connected Service Terms shall remain in force to the extent and for the duration reasonably necessary to enforce any unpaid sums or fees due by you to Mimo in connection with the Mimo-Connected Services. 

    4. Consequences of Termination. Following termination of these Terms for any reason:

       1. you shall immediately pay to Mimo any fees due to Mimo under these Terms or any other applicable terms at the date of termination;

       2. you shall (at your cost) return (or at our option, destroy) all copies of any confidential information specified by Mimo which are in your possession; and

       3. the rights granted in clauses 19.2 and 20.6 shall persist post termination.

    5. Rights prior to termination. The termination for any reason of these Terms shall not affect any right and/or liability of any party which has accrued before expiry or termination, or the continuance in force any provision of these Terms which expressly or by implication is intended to survive termination.

    6. Termination for convenience. Either party may terminate these Terms upon 30 days’ written notice to the other party. Mimo shall refund any fees paid by you (as set out in the Pricing page) in advance for Mimo-Connected Services not yet delivered or provided to you prior to termination of the Terms under this clause 21.6.

22. VARIATION

    1. We may periodically make changes to these Terms, including but not limited to changes:

       1. to reflect applicable legal or regulatory requirements; or

       2. to reflect changes in the cost of running our business; or

       3. because we're changing or introducing new services or products that affect our existing services or products covered by these Terms; or

       4. if we think it will make them easier to understand or more helpful to you; or

       5. to explain the way our business is run (for example, if the change is needed because of a change in the way any financial system or technology is provided).

    2. Provision of notice and updated Terms. We may change these Terms as outlined above, including any Pricing, by giving you notice by e-mail (provided you've given us an up-to-date e-mail address). We'll also add the most recent version of these Terms to the Mimo Platform.
       If you don't agree with a change we plan to make to these Terms, including any Pricing, you can tell us within the applicable notice period (detailed below) before we make the change, that you'd like to close your Mimo Account and end your Terms. Otherwise, we'll assume you agree with the change.

    3. The notice period. The amount of notice will depend on the type of changes we are making. All changes related to payment services and e-money including Pricing, we will give you two months' notice. Otherwise, we can make the change by telling you beforehand.  We may add a product or service straight away if it doesn't change the terms relating to your Mimo Account, but we'll always let you know before you use it.

23. GENERAL

    1. Interpretation. In these Terms, unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted or replaced from time to time. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

    2. Assignment. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens. You must not transfer your rights or your obligations under these Terms to another person or entity unless we give you prior written consent.

    3. No rights for third parties. These Terms do not give rise to any rights for a third party to enforce any of these Terms, except as expressly set out in these Terms.

    4. Publicity. During the term of these Terms, we shall be entitled to publicise the fact that these Terms have been entered into between us and if applicable, to reference your name and logo on our promotional materials.

    5. No waiver. If Mimo do not insist immediately that you do something you are required to do under these Terms, or if Mimo delay in taking steps against you in respect of you breaching these Terms, that will not mean that you will not have to do those things, and it will not prevent Mimo from taking steps against you at a later date.

    6. Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

    7. Governing law and jurisdiction. These Terms (and any non-contractual obligations arising out of or in connection with these Terms and any claim or dispute in relation to their formation) shall be governed by and construed in accordance with the laws of England and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England. 

24. CONTACT DETAILS

    1. How we may contact you. If Mimo need to contact you, we may do so using the contact details you provided upon registration with Mimo.

    2. Mimo's contact details. You can contact Mimo using the following details: Email: hello@mimohq.com

Agency Banking Terms & Conditions (Part A)

MODULR INTRODUCED CLIENT TERMS OF BUSINESS

BACKGROUND

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

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

THE PARTIES AGREE AS FOLLOWS:

1. Interpretation

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

2. Modulr Products

   1. Modulr will make available to the Introduced Client such products that are provided to the Partner Platform and, as described by Partner Platform in the application process.

   2. The Introduced Client agrees to the Partner Platform providing all such information to Modulr who will check and verify the identity of the Introduced Client, its directors, beneficial owners and Authorised Users as required by law.

   3. The Introduced Client acknowledges that a search of the electoral register may take place for anti-money laundering purposes on the individuals listed in clause 2.2 above. 

   4. The Introduced Client acknowledges that a “soft footprint” search may be placed on the electronic files of the individuals noted in clause 2.2 above by the Credit Reference Agencies and their personal details may be accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism (AML/CFT), identity verification and fraud prevention.  

   5. The Account and Cards (where applicable) are provided by Modulr FS to the Introduced Client in accordance with the Modulr Account Terms and Conditions. Modulr Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.   

   6. The Introduced Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).  

   7. The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised. 

   8. From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law.  Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes.  The Introduced Client agrees to provide such information as necessary. 

   9. The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Modulr discontinuing the provision of the Modulr Products as set out in clause 6.4. 

   10. The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time. 

3. Authorised Users

   1. Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.   

   2. The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User. 

   3. Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.  

   4. The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products. 

   5. The Introduced Client shall ensure its Authorised Users; 

1. take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and

2. do not share any information that would enable another party to access the Introduced Client’s Account.

6. The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.

7. The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had one full Business Day to act on any received notice. This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform.   

8. Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User.  In this instance if additional Authorised Users are required they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.

4. Accessing Modulr Products through a Partner Platform

   1. In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account. 

   2. The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.

   3. The Introduced Client acknowledges and agrees to the following:

      1. it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;

      2. the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;

      3. it is responsible for monitoring Partner Platform activities on its Account.  Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;

      4. the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;

      5. the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and

      6. it will only use the Account for the purpose set out in the Partner Platform Agreement.   

   4. On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate.  Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions.

   5. If the Introduced Client has any complaint or concern relating to the Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.

5. Customer Services

   1. The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users, Cardholders or Transaction information so that it can verify the identity of an Authorised User, the Cardholder and/or the Modulr Products provided to such Introduced Client.

   2. Any information shared by the Introduced Client will be kept strictly confidential.  Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.

   3. As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.   

6. Term and Termination 

   1. This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.

   2. The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email. 

   3. Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.  

   4. Modulr may suspend or terminate this Agreement immediately if, for any reason, the Introduced Client (i) is unable to satisfy the Due Diligence Procedures, (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.  Modulr shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement.  

   5. This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason). 

   6. Modulr may terminate or suspend this Agreement in whole or in part immediately by giving written ‎notice to the Introduced Client if Modulr ceases to provide Cards pursuant to the provisions of Schedule 1.‎

   7. On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions.  The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr FS such amount equal to the negative balance.

7. Intellectual Property 

   1. The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr.  Modulr grants the Introduced Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement. 

   2. Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client. 

8. Force Majeure 

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

9. Assignment Transfer and Subcontracting

   1. The Modulr Products provided to the Introduced Client are personal to the Introduced Client.  The Introduced Client may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr.  

   2. The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement. 

   3. In the event of any transfer of this Agreement by Modulr to another service provider; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer Services.  On receipt of such notification, Modulr it will terminate this Agreement.  Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.

   4. It is acknowledged by the Introduced Client that Modulr enters into this Agreement on its own behalf and as agent for and on behalf of Modulr FS with respect only to clauses 10 and 14 of these Introduced Client Terms of Business. 

10. Liability

    1. Nothing in this Agreement will operate to limit either party or its agent’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors. 

    2. Modulr and Modulr FS makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free. 

    3. The Introduced Client acknowledges and agrees that Modulr and/or Modulr FS are not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control, restriction measures or other measures implemented from time to time including as require, unless such loss, liability or damage is a direct result of Modulr and/or Modulr FS’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced Client. 

    4. Modulr and Modulr FS shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or Cardholder or an Authorised User’s or Cardholder’s use of or inability to use of the Modulr Products. 

    5. The Introduced Client agrees to indemnify Modulr and Modulr FS against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr and/or Modulr FS directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, or a Cardholder has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement. 

    6. Modulr and/or Modulr FS shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.

11. Reports

    1. Modulr may make available certain management or other reporting or business administration functionality via the Website.  

    2. Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.

12. Data Privacy

    1. Modulr will collect and retain personal information about the Introduced Client and each Authorised User and Cardholder to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about it. Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client. 

    2. Modulr processes personal information in accordance with relevant laws on the protection of personal data.  

    3. If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data. 

    4. Further information about how Modulr uses personal information can be found in Modulr’s Privacy Policy; please contact Customer Services for a copy of this.

13. Changes to the Agreement

    1. Modulr may amend or modify this Agreement by giving no less than two (2) months’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email.  If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform.  

    2. The Introduced Client has no obligation to accept such amendments proposed by Modulr. 

    3. The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect.  In such circumstance, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.   In this circumstance the Introduced Client will not be charged a fee for the Account closure and return of any balance.

14. General

    1. In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.  

    2. Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time. 

    3. In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect. 

    4. The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full. 

    5. This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.  

    6. This Agreement is governed by the laws of England and the Introduced Client agrees to the non-exclusive jurisdiction of the English courts. 

Schedule 5: Confirmation of Payee

For the purposes of this Schedule, the following definitions shall apply:

“CoP Operating Guide” means the operating guide published by Pay.UK in force at the time of this Agreement and as updated from time to time;

“CoP Rules” means the rules contained in the Confirmation of Payee Rulebook published by Pay.UK in force at the time of this Agreement and as updated from time to time;

“Data Privacy Notice” means the Modulr privacy policy available online at https://www.modulrfinance.com/privacy-policy, as updated from time to time; and

“Modulr CoP Developer Guide” means the documentation relating to CoP made available to Partner Platform in the Modulr Developer Centre, as updated from time to time.

1. Introduction

   1. These CoP Terms and Conditions shall apply where Confirmation of Payee (“CoP”) is included within the Modulr Products provided to you.

   2. These CoP 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 CoP as defined below.  

2. Compliance with Confirmation of Payee Rules

   1. Where applicable, you will comply with all CoP Rules as they apply to CoP. 

   2. The Introduced Client shall be responsible for ensuring that any authorised user who uses CoP complies with these terms and conditions and Modulr Account Terms and Conditions.

3. Confirmation of Payee

   1. CoP allows the account details of a payee to be checked with their payment service provider before a payment is instructed and made by the sender.

Outbound requests – Checking a payee’s details before making a payment

2. Modulr FS enables access to the Application Programming Interface (API) used by Modulr FS to send requests to the payee’s payment service provider in order to check that the details entered match the details of the person or business to be paid. 

3. When setting up a new payee for a payment (eg. Faster Payment), you must provide:

   1.  the payee’s full name, account number and sort code; and

   2. the type of account that will be paid (eg. either Business or Personal).

4. Modulr FS will then send a request to the receiving payment service provider to check these details and provide the Partner Platform with a result within the API in line with the CoP Rules and Modulr CoP Developer Guide. These results include but are not limited to:

   1.  the account name is a match;

   2. the account name is a close match; and 

   3. the account name is not a match.

5. Partner Platform will then display results to you in accordance with the CoP Rules and the Modulr CoP Developer Guide, as agreed with Modulr FS. 

6. It is acknowledged that, notwithstanding any results returned pursuant to clauses 3.4 and 3.5 above:

   1. the decision as to whether to proceed to payment or not remains with you. For the avoidance of doubt, if a payment is made by you and the money is ultimately sent to an incorrect account, Modulr FS may not be able to get the money back; and

   2. Modulr FS will not be liable for any subsequent properly authorised and executed payment.

Inbound requests – Receiving a payment

7. Modulr FS intends to enable checks made by other participants of CoP against accounts held with it and respond to such requests from a payer’s payment service provider in order to check that the details provided match that of the intended payee. 

8. The use of this service, when available, will be subject to FAQs and the Data Privacy Notice.

4. Fair usage

   1. The use of CoP is subject to conditions contained in the CoP Rules, which include but are not limited to:

      1. CoP may only be used by you in anticipation of making a payment; and

      2. the number of the requests by you shall not exceed limits included in the CoP Rules and determined by Modulr FS from time to time.

   2. For the avoidance of doubt, a breach of these fair usage provisions shall be a breach of these CoP Terms and Conditions which could result in the suspension or termination of this service.

Agency Banking Terms & Conditions (Part B)

The Modulr Account Terms and Conditions; Important information you need to know

The Modulr Account Terms and Conditions

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

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

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

1. DEFINITIONS

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

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

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

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

Account Owner – The entity legally responsible for an Account. 

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

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

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

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

Available Balance - The value of funds available on your Account.

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

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

Card – means a Virtual Card or a Physical Card.‎

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

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

Card Transaction –means a Virtual Card Transaction or a Physical Card Transaction.‎

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

Chargeback has the meaning given to it in Schedule 1 of the Introduced Client Terms of Business.‎

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

   1. Limits may apply to the balance on your Account at any time, the  maximum value of an individual payment Transaction, maximum Virtual Transaction value per  Card‎, the maximum aggregate value of all payment Transactions made from your Account or Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe.  ‎ Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.‎

   2. The limits and restrictions that apply to your Account and Card‎ will be communicated to you during the Account set-up process and/or before the Card is issued to you (as applicable).  These limits may also change over time based on your Account and/or Card‎ usage; any such change will be communicated to you.  You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such. 

   3. From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or ‎Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases ‎on a train, aeroplane, underground or toll payments). In such circumstance, a negative balance on your Account may occur.  In this ‎case the process in paragraphs 5.14 to 5.16 inclusive will apply.‎

   4. ‎Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will ‎place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released ‎by the Merchant. The pre-authorisation allows the Merchant up to 30 days to claim and settle any funds owed to them from the ‎Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, Modulr ‎must still make this settlement, which may result in a negative balance on your Account. In this case the process in paragraphs 5.14 ‎to 5.16 inclusive will apply.‎

   5. To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them.  

3. SCOPE OF THESE TERMS AND CONDITIONS

   1. Your Account is an electronic money account and the electronic money and any Card associated with it is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us. 

   2. The types of Transactions enabled for your Account will be explained to you by the Partner Platform, or as subsequently ‎enabled by us. The terms of these Modulr Account Terms and Conditions applicable to specific Transactions or payment types (for example, ‎Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.‎

   3. This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.

   4. You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.

   5. You can request a copy of these Terms and Conditions at any time by contacting Customer Services. 

4. OPENING YOUR ACCOUNT

   1. Your Account will be opened on your behalf by the Partner Platform.  You may only hold an Account so long as you remain an approved client of the Partner Platform that provided you with your account details. 

5. USING THE ACCOUNT

   1. Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent.

   2. Your Account can also receive internal transfers from other Accounts owned or controlled by the Partner Platform, which apply instantly.

   3. An incoming payment will not be credited to your Account if:

      1. the Account has reached the Account Limits; or 

      2. the Account is blocked or terminated; or

      3. the sender has provided incorrect/invalid Account Details for your Account; or

      4. we suspect the payment to be fraudulent.

   4. If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you.

   5. Your Account can make payments out to external bank accounts via Faster Payments, SEPA 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.

   6. Your Account will be configured and operated by the Partner Platform.  You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf.  We and Modulr have no liability for actions taken by the Partner Platform.  If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform. We are also authorised to take instructions from any other Account Manager (where different from Partner Platform) and, with respect to Physical Card Transactions, from the ‎Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or ‎Card(s).‎

   7. Where Cards are made available to you, , your Account can be used to fund Card Transactions. You or your Account Manager or Partner Platform can request a Virtual Card or a Physical Card to be ‎issued to you via the Online ‎Portal or Modulr API. 

   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.

   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.‎

   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.‎

11. A Transaction is deemed to be authorised by you:

    1. when you or your Account Manager or Partner Platform enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials;

    2. when you or your Account Manager or Partner Platform submits a request for a creation of a Virtual Card via the Online Portal or Modulr API, you shall ‎be deemed to have ‎‎authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value ‎specified ‎when creating the request for creation of the Virtual Card;‎

    3. ‎when you or the Cardholder (i) enter a PIN or provide any other security credentials;‎ (ii) sign a sales voucher;‎ (iii) provide the ‎Physical Card details and/or provide any other details as requested; (iv) wave/swipe the Physical Card over a card reader; or (v) ‎insert the Physical Card into a card device or an ATM;‎

    4. when you give instructions through a third party (such as the recipient of a Direct Debit Mandate or a ‎Payment Initiation ‎Service Provider)‎.‎

12. Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.10 below.    

13. 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; 

14. 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.‎

15. ‎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.‎

16. ‎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.‎

17. ‎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.‎

18. The Available Balance on your Account will not earn any interest.

19. 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.

20. You will be provided with a monthly statement free of charge setting out information relating to individual payment Transactions by the Partner Platform or us (using the details we have associated with your Account).

6. THIRD PARTY ACCESS

   1. You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.

   2. We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. setting out the reason for such denial.   Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.

   3. If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you.  You must let us know if you withdraw this permission and we recommend you let the TPP know.  On notification from you, we will not provide such TPP access to your Account or the data in it.  

7. CLOSING YOUR ACCOUNT 

   1. You may close your Account by contacting Customer Services.  Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account.  

   2. The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction). 

   3. On termination of the Agreement for any reason, these Terms and Conditions will automatically terminate, and your Account will ‎be closed and any Cards issued to you will be cancelled. 

   4. Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments or SEPA 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

   1. You are responsible for understanding and complying with the Agreement including these Terms and Conditions.

   2. We may at any time suspend, restrict or refuse to authorise any use of your Account and/or Cards (including cancelling Card(s)) or refuse to process your instructions or authorise any particular Transaction where: 

      1. we are concerned about the security of or access to your Account and/or your Card;‎

      2. ‎we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;‎

      3. ‎we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;‎

      4. ‎the Transaction would breach the limits applicable to your Account and/or Card; 

      5. you, the Account Manager or the Cardholder breach an important part of these Terms and Conditions, or repeatedly breach any term in this Agreement and ‎fail to resolve the matter in a timely manner.‎

   3. If we cancel, suspend or restrict your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal, suspension or cancellation (as applicable).  If possible, we will provide the reasons for the refusal to execute the Transaction and/or suspending the use of your Account and/or Card and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.

   4. You or the Account Manager or the Cardholder must not:

      1. allow another person to use security information related to the Account, Cards and/or app/device you use to make Transactions

      2. write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
         
         

      3. disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.

   5. You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe, 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.

   6. You will be liable for all Transactions that take place as a result of you, the Account Manager or the Cardholder acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account. 

   7. You will be liable for all Transactions that the Partner Platform, any other Account Manager makes on your behalf or the Cardholder makes as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.

   8. You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Physical Cards, the Account or Card security information such as but not limited to the Online Portal log in details and API security details, Card number and CVV if you, the Account Manager, or the Cardholder fail to keep the security features of the Account, Cards and/or app/device where your Card is registered/stored safe.

   9. It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions.

   10. If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to charge you (i) a handling fee of £25 per recall and (ii) any fee payable by Modulr to a third-party bank or institution for handling the recall. 

   11. You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.

9. DISPUTES AND INCORRECT TRANSACTIONS

   1. If you (or an Account Manager or Cardholder) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has ‎unauthorised access to your Account and/or Card,‎ you must inform us immediately by contacting Customer Services. After you notify us, we will replace a lost, stolen or misappropriated Physical Card and/or security credentials, as appropriate.‎

   2. ‎We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions, provided at all times that you ‎have notified us without undue delay of becoming aware of such incorrectly executed or ‎unauthorised Transaction and in any case  ‎within the timeframes required by the Card Scheme rules if the incorrect Transaction relates to a Card ‎Transaction and for ‎all other Transactions within 13 months of the date of the relevant Transaction‎. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this ‎period.‎

   3.  If you dispute a Transaction: 

      1. subject to 9.3.2 and 9.3.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction. 

      2. if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund;

      3. if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service; and

      4. ‎if we make an error on a Transaction made to someone else through the Direct Debit ‎scheme, we will refund you in ‎accordance with the Direct Debit Guarantee‎. 

   4. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you.   If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.

   5. You will be liable for all Transactions made from your Account if you (or the Account Manager or the Cardholder) have acted fraudulently or have failed with gross negligence:

      1. to keep the security credentials used to access or use your Account and/or Card safe and secure or otherwise failed to ‎comply with these ‎Terms and Conditions in relation to the safety of your Account and/or Card; or‎

      2. failed to notify us in accordance with 9.1 above‎.

   6. You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:

      1. the authorisation did not specify the exact amount;

      2. the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and

      3. you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.

   7. 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. 

   8. 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

    1. We may change these Terms and Conditions by providing you with at least two months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address).

    2. If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.

    3. If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical. 

11. TERMINATION OR SUSPENSION

    1. We can terminate your Account at any time if we give you two months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge.

    2. We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:

       1. we discover any of the Information that we hold for you is false, misleading or materially incorrect; or

       2. if you, the Account Manager, the Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of the same; or

       3. if you have reached your Account Limit; 

       4. you or the Account Manager have breached these Terms and Conditions; or 

       5. we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.

    3. In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law). 

12. OUR LIABILITY

    1. Our liability and the liability of our agents in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:

       1. Neither we, nor our agents shall be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;

       2. Neither we, nor our agents shall be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;

       3. where sums are incorrectly deducted from your Available Balance due to our default, our liability and that of our agents shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;

       4. in all other circumstances of our default, our liability and that of our agents jointly will be limited to transferring any Available Balance to your nominated bank account.

    2. In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us and our agents with all assistance that we reasonably require.

    3. Nothing in these Terms and Conditions shall exclude or limit our liability or that of our agents for death or personal injury resulting from our negligence or fraud.

    4. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.

    5. The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.

13. YOUR INFORMATION

    1. Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr FS is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Services for details of where to access this) for full details on the personal data that we and Modulr Finance Ltd hold, how we will use it and how we will keep it safe. Modulr will at all times comply with Data Protection Laws. 

    2. We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or service.

    3. You must update any changes to your Information by contacting Customer Services. 

    4. If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.

    5. If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.  

14. COMPLAINTS PROCEDURE

    1. Complaints regarding any element of the service provided by us can be sent to Customer Services.

    2. All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.

    3. In most cases we will provide a full response by email to your complaint within fifteen Business Days after the date we receive your complaint.  In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five Business Days of the date we received your complaint.  

    4. If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

15. GENERAL

    1. Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

    2. If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

    3. You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.

    4. Save for Modulr, who acts on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

    5. These Terms and Conditions contain the information set out in Schedule 4 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services.

    6. These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.

    7. The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a 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

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