THE CUSTOMER TERMS OF BUSINESS

BACKGROUND

By completing and submitting the online application form, the you (the “Customer”) confirm that you agree wishes to enter into an agreement with Modulr Finance B.V., a company registered in the Netherlands under company number 81852401, whose registered office is at whose registered office is at Strawinskylaan 4117, Amsterdam, 1077 ZX (“Modulr”) for purposes of using the Modulr Products described in clause 1 below and other defined terms (where relevant).

Modulr is the provider of Modulr Products, which includes the provision of an electronic money account for businesses and associated payment services.

These Customer Terms of Business (including all scheduled attached herein) (referred to hereafter as the “Agreement”) set out the terms on which Modulr agrees to provide Modulr Products to the Customer. 

(collectively referred to as the "parties" and individually a "party") (together the “Agreement”).

THE PARTIES AGREE AS FOLLOWS:

1. Interpretation and defined terms

1.1. The rules of interpretation contained in this clause 1 and any defined terms in the Customer Pricing Package Document, Modulr Account Terms and Conditions apply to the Agreement, save as the context otherwise requires.   

1.2. In these Customer Terms of Business: (a) a reference to a clause or Schedule is a reference to a clause or Schedule in these Customer Terms of Business; (b) headings are for reference only and shall not affect the interpretation of these Customer 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.

1.3. Unless expressly defined in these Customer Terms of Business, the following words and expressions shall have the following meanings:

1.3.1.Account means the electronic money account issued by us to the Customer in accordance with the terms of the Agreement.

1.3.2.Account Limits means 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 of the Account Terms and Conditions. 

1.3.3.Account Manager/Authorised User means the individuals elected by the Account Owner to be responsible for the management of the Account.

1.3.4.Account Owner means the Customer.

1.3.5.Application Programming Interface (API) means the interfaces provided by Modulr to the Customer to directly instruct Accounts via the Customer’s own application.

1.3.6.Available Balance means the value of funds available on your Account.

1.3.7.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.

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

1.3.9. Card means a Virtual Card or a Physical Card.

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

1.3.11. Card Scheme means 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.

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

1.3.13. Commencement Date means the date on which you accept the terms and conditions of this Agreement.

1.3.14. Confidential Information means 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.

1.3.15. Customer Support means the contact centre for dealing with queries about your Account.

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

1.3.17. Direct Debit Collection means 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.

1.3.18. 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.

1.3.19. Direct Debit Mandate means 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.

1.3.20. Fees means those fees payable by the Customer in respect of the Modulr Products forming a part of your selected subscription package (the “Subscription Package”), as set out in the Customer Pricing Package Document .

1.3.21. Information means any information related to the organisation, and any personal information related to Account Manager or the Cardholder.   

1.3.22. Intellectual Property Rights means without limitation all patents, 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;

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

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

1.3.25 SEPA Credit Transfer means 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.

1.3.26. Customer Pricing Package Document means the document setting out the commercial terms of this Agreement. 

1.3.27. Modulr Products means the Accounts and products set out in the Customer Pricing Package Document, as amended from time to time.

1.3.28. Minimum Term means the minimum term to be applied to your Agreement (where applicable), as set out in the Customer Pricing Package Document.

1.3.29. Online Portal means the interface provided by Modulr to the Customer to access Modulr’s products and services.

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

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

1.3.32. Regulator means De Nederlandsche Bank N.V. located at Spaklerweg 4, 1096 BA Amsterdam, Netherlands 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 Netherlands.

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

1.3.34. SEPA Credit Transfer means 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.

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

1.3.36. TPP (Third Party Provider) means an Account Information Service Provider or a Payment Initiation Service Provider.   

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

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

1.3.39. we, us, our means Modulr.

1.3.40. Website means the customer portal that Customers can login to in order to use the Modulr Products. 

 

2. Obligations

2.1. In consideration of performance by you of your obligations under this Agreement and payment of the Fees to Modulr, Modulr agrees to provide the Modulr Products to you and you agree to comply with the terms of the Agreement. 

2.2. You acknowledge that a search of the electoral register may take place for anti-money laundering purposes on the individuals listed in the online application form. 

2.3. You acknowledge that a “soft footprint” search may be placed on the electronic files of the individuals noted in Online Application Form 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.   

2.4. You shall comply with all legislation and regulation as it applies to you. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement. 

 

3. Operation of your Account

1. Subject to clause 3.2, Modulr will open Account(s) for the Customer for the purposes outlined in the Customer Pricing Package Document.
2. You are required to: (i) pass any relevant KYB/KYC and compliance checks that Modulr deem appropriate; and (ii) ensure that you have completed any technical implementation with Modulr for the operation of the Account/s or the Modulr Products.    
3. In the event that the Customer does not pass any relevant KYB/KYC and compliance checks completed by Modulr, Modulr shall not be required to provide an Account and this Agreement shall cease to have effect and Modulr shall issue a refund for any Fees already paid by the Customer.
4. Your Account shall be subject to the Modulr Account Terms and Conditions as annexed to these Customer terms and conditions, which you acknowledge and agree that you and any Authorised Users and Cardholders (where applicable) shall use the Account and Cards in accordance with such terms. The Customer shall ensure that it and its employees and agents keep secure all login details and other security information required to access and/or use the Customer’s Account and/or Cards and shall ensure that this information is kept confidential at all times. 

 

4. Authorised Users

1. Access to the Modulr Products is restricted to individuals that have been designated by the Customer as Authorised Users.   
2. You must notify Modulr of all individuals you wish to be an Authorised User and, for the avoidance of doubt, such notification may be via the Online Portal. 
3. Each Authorised User is permitted to access and use the Modulr Products in accordance with these Customer Terms of Business.   
4. You will be responsible for training Authorised Users in the appropriate use of Modulr Products. 
5. You shall ensure your Authorised Users; (i) 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 (ii) do not share any information that would enable another party to access the Customer’s Account.
6. You acknowledge and agree that each Authorised User is authorised by the Customer to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Customer.
7. You will be responsible for timely notification to Modulr’s Customer Support 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. 

1. Fees
   1. You may change your selected Subscription Package at any time by written request to Modulr, and following an agreement between the parties in respect of a revised Subscription Package (the “Revised Subscription Package”), we shall confirm when the Revised Subscription Package will take effect.
   2. Unless explicitly stated otherwise, all Fees shall be invoiced by Modulr to the Delegate monthly in arrears. Invoices shall be paid within thirty (30) days of the date of the invoice.
   3. Modulr reserves the right to: (i) amend the Fees on notice to in the event and to the extent that the underlying payment scheme charged to Modulr are increased, (ii) pass on any charges incurred by Modulr (such as negative interest charges) because of holding e-money balances on behalf of the Customer, and (iii) apply a price adjustment at each anniversary of the Commencement Date to the extent of and in line with the Consumer Price Index in the Netherlands published by the Dutch Central Bureau for Statistics (Centraal Bureau voor de Statistiek).
   4. Unless stated otherwise, all our Fees are exclusive of VAT, and any other applicable taxes or levies under any Applicable Laws, for which the Partner Platform will be separately liable.

 

6.  Liability

6.1. Nothing in this Agreement shall operate to limit a party or its agent’s liability to the other for

6.1.1.fraud committed by a party, its employees, agents, or subcontractors; or

6.1.2.for death or personal injury resulting from negligence of a party or that of its employees, agents, or sub-contractors.

6.2. Subject to clause 6.1., Modulr shall not be liable for: (a) loss caused by or arising from the default or negligence of the Customer or its employees, agents, or sub-contractors; (b) special, incidental, indirect, or consequential loss or damage, including without limitation any direct or indirect loss or damages resulting from loss of use, loss of data, loss of profits, loss of goodwill, loss of business arising out of or in connection with this Agreement or loss or damage suffered by the Customer as a result of an action brought by a third party, even if such loss was reasonably foreseeable.

6.3. Subject to clauses 6.1. and 6.2. Modulr’s aggregate liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Customer including any breach of its contractual obligations arising under this Agreement or any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to the lesser of one hundred thousand pounds (£100,000). 

6.4. You shall indemnify Modulr against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses, and proceedings Modulr directly or indirectly incurs, or which are brought against Modulr in respect of the following; (i) any Transaction or other direction given by the Customer, Authorised User in relation to the Account; and (ii) if the Customer has acted fraudulently, been negligent or has misused any Account, or any of the services under this Agreement.

6.5.   Modulr will not be liable for any loss incurred as a result of errors made by the Customer, its employees, or agents. Nor shall Modulr be liable for any loss incurred to the Customer as a result of any act or omission of the Customer, its employees, or agents.

6.6.  Modulr shall not be responsible in any way for any interest or claims of any third parties in respect of the Accounts except as set out in this Agreement or required by law or regulation. 

 

7. Data Privacy 

7.1.   Modulr will collect and retain personal information about the Customer and each Authorised User to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Customer 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 or services 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 Support to the Customer. 

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

7.3. If Modulr transfers Customer’s information to a third party in a country outside of the United Kingdom or 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. 

7.4. Further information about how Modulr uses personal information can be found in Modulr's Privacy Policy provided to you as part of the application process and available online and on request.

 

8. Confidentiality

8.1. Each party undertakes to treat as confidential all Confidential Information.

8.2. Except with the prior written consent of the party which discloses its Confidential Information (“Disclosing Party”), directly or indirectly to the other party (the “Recipient”), the Recipient shall not disclose Confidential Information to any third party other than in confidence to its own employees, those of any service provider involved in the provision or operation of Modulr Products, subcontractors, professional advisers or venture capital partners (and then only to the extent that such disclosure is necessary for the performance of its obligations under this Agreement). The Recipient shall only use Confidential Information for the purpose for which it was disclosed. The Recipient shall ensure that all people to whom the Confidential Information is disclosed are aware of and bound by the terms of this clause 8.

8.3. Clause 8.2. shall not apply to information which has been published other than through a breach of clause 8.2., information which the Recipient can show was lawfully in its possession before its disclosure, information the Recipient obtained from a third party who is free at law to disclose it, or information which the Recipient is required to disclose pursuant to an order made by a court or supervisory authority of competent jurisdiction.

8.4. The provisions of this clause 8 shall apply for the duration of this Agreement and after its termination or expiry without limit of time.

 

9. Intellectual Property

9.1. Unless stated otherwise, the parties acknowledge all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr.  Modulr grants the Customer a nonexclusive, worldwide, royalty-free licence for the duration of this Agreement to use the Modulr brand and access the Modulr Products for the purpose set out in this Agreement. 

9.2. The Customer agrees it shall only use Modulr’s Intellectual Property in accordance with any written guidelines for the use of it as provided by Modulr from time to time. 

9.3. The Customer agrees that the use of any Card Scheme Intellectual Property (such as trademarks and logos) in relation to the Cards shall be subject to the approval of the Card Scheme (such approval to be sought by Modulr).

9.4. Nothing in this Agreement shall operate to create or transfer any right in any Intellectual Property belonging from one party to the other. 

 

10. Term and Termination

10.1 Unless otherwise terminated in accordance with the provisions of this Agreement, this Agreement will commence on the date on which the Customer accepts the Agreement and shall continue for the Minimum Term. At the end of the Minimum Term, the Agreement shall automatically renew for successive periods of the Minimum (each, a “Renewal Term”), unless terminated by either party giving the other not less than two (2) months’ notice in writing, not to expire earlier than the current Minimum Term or Renewal Term.

10.2 Notwithstanding clause 10.1, either party may terminate this Agreement immediately by giving written notice (which includes, but is not limited to, notice via email) the other party if:

1. a party commits a material breach of this Agreement, provided that where such breach is capable of remedy you have been advised in writing of the breach and it has not rectified it within thirty (30) days of receipt of such notification. A breach shall be considered capable of remedy if time is not of the essence in performance of the obligation and if the defaulting party can comply with the obligation within the thirty (30) day period; or
2. a decree or order by a court is entered against party adjudging that party insolvent or ordering the winding up or liquidation of its affairs; or a petition is filed seeking reorganisation, receivership, examinership, administration, arrangement, adjustment, composition or liquidation of or in respect of a party under any applicable law and is not dismissed within ten (10) days of being filed; or a receiver, administrator, liquidator, examiner, assignee, trustee, sequestrator, secured creditor or other similar official is appointed over or in respect of a party or any substantial part of a party’s property or assets; or a party institutes proceedings to be adjudicated insolvent, or a party consents to the institution of insolvency proceedings, or files a petition or answer or consent seeking reorganisation, administration, examinership, relief or liquidation under any applicable law, or consents to the filing of any such petition or to the appointment of a receiver, examiner, administrator, liquidator, assignee, trustee, sequestrator, secured creditor or other similar official a party or of any substantial part of a party’s property, or makes an assignment for the benefit of creditors, or admits in writing a party’s inability to pay its debts generally as they become due; or any other event occurs which under any applicable law would have an effect analogous to any of the events listed in this clause 10.2.2.

10.3. Without prejudice to clause 10.1, Modulr may terminate or suspend this Agreement in whole or in part immediately by giving written notice (which includes, but is not limited to, notice via email) to the Customer if the Customer fails: (i) to pay the Fees in accordance with the terms set out in the  Customer Pricing Package Document, (ii) to provide or maintain accurate, current and complete payment details and remains in default not less than thirty (30) days after being notified to make such payment; (iii) Modulr is required to do so a Regulator, Card Scheme or the Card Scheme member sponsoring Modulr’s access to the Card Scheme; (iv) the Customer is unable to satisfy Modulr’s compliance and due diligence requirements (as required by its legal and regulatory obligations); (v) the Customer has provided false, incomplete or misleading information; (vi) the Customer has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of the same, and/or (vi) the Customer undergoes a change of control and Modulr has not provided its prior written consent, (for the purposes of this clause, control means the power of a person (“P”) to secure (a) by means of the holding of shares or the possession of voting power in relation to that or any other body corporate, or (b) as a result of any powers conferred by the articles of association or other document regulating that or any other body corporate that the affairs of the Customer are conducted in accordance with P's wishes).

10.4. On termination of this Agreement for any reason: (i) each party shall immediately pay to the other all amounts due under this Agreement; (ii) the Customer may continue to use the Account until the Account is closed and will be liable for any Fees incurred in that period; (iii) all rights and obligations of the parties shall cease to have effect immediately upon termination of this Agreement except that termination shall not affect the accrued rights and obligations of the parties at the date of termination; (iv) all licenses granted under this Agreement shall terminate; (v) Modulr shall close the Customer’s Account and shall return any available balance (less any Fees payable to Modulr) to the Customer as per the Modulr Account Terms and Conditions. The Customer 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 such amount equal to the negative balance; and (vi) each party shall at the other party’s option either destroy or return all copies of Confidential Information belonging to that other party in its possession or control and a duly authorised officer of the party shall certify in writing to the other party that it has complied with its obligation as aforesaid, and (vii) the Customer shall continue to provide any further information reasonably requested by Modulr in order for Modulr to comply with its legal and regulatory obligations.   

10.5. The parties agree to disapply Regulation 51 of the Payment Services Regulations 2017 to this Agreement and the termination provisions of this clause 9 shall be construed accordingly. 

 

11. Assignment Transfer and Subcontracting 

11.1. The Modulr Products provided to the Customer are personal to the Customer. You may not novate, assign, or otherwise transfer this Agreement, any interest or right under this Agreement. This clause shall have proprietary effect (goederenrechtelijke werking). 

11.2. The Customer 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. 

11.3. Modulr may subcontract any of its obligations under this Agreement provided that Modulr shall remain responsible for all acts or omissions of the subcontractor as if they were acts or omissions by Modulr itself.

11.4. In the event of any transfer of this Agreement by Modulr to another service provider; if the Customer does not want to transfer to the new provider, the Customer must notify Modulr of its objection in writing to Customer Support within 2 months of receiving notice of the transfer.  On receipt of such notification to Modulr the Agreement will terminate.  Any balance remaining in the Customer’s Account(s) will be returned to the Customer in accordance with the redemption procedure set out in section 7 of the Modulr Account Terms and Conditions.   

 

12. Anti-Bribery

12.1 Each party shall:

12.1.1. comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

12.1.2. have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements;

12.1.3. promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the party in connection with the performance of this Agreement;

12.1.4. immediately notify the other party (in writing) if a foreign public official becomes an officer or employee of the party or acquires a direct or indirect interest in the party.  Each party warrants to the other that it has no foreign public officials as direct or indirect owners, officers, or employees at the date of this Agreement.

12.2. A breach of this clause 11 shall be deemed a material breach under clause 9.4.

12.3. For the purpose of this clause 11, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

 

13. Force Majeure 

13.1. Modulr 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 has no reasonable control.

 

14. General

14.1. Any notice which a party is required or authorised to serve on the other shall be sufficiently served if it is in writing and sent to the relevant address or email and marked for the attention of the person identified in the online application form: (a) by hand; (b) by registered or recorded post; or (c) if it is sent by email to the email address provided. Notices sent by registered or recorded post shall be deemed to be received within three Business Days following the date of posting. Notices sent by email shall be deemed to be received on the day of transmission if sent before 4.00 p.m. on a Business Day but otherwise at 10.00 a.m. on the next Business Day and subject to the sender receiving a confirmation of delivery receipt of such email.

14.2. Nothing in this Agreement shall create a partnership or joint venture between the parties and save as expressly provided in this Agreement, neither party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other party.

14.3.  Subject to Clause 10 of the Modulr Account Terms and Conditions, we reserve the right to change the terms of this Agreement at any time, and such changes will become effective when these are posted on our website or in the Online Portal or when we notify you by email or other means. If you continue to use our Products and Services, you will be deemed to have accepted these changes.

14.4. The failure of a party to insist upon strict compliance with any term or provision of this Agreement on any occasion shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision.  No provision of this Agreement shall be waived except by a written instrument signed by the party to whom the waiver affects.

14.5. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid illegal or unenforceable provision eliminated.  In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall immediately commence good faith negotiations to remedy such invalidity.   

14.7. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all nonfraudulent prior representations, warranties, arrangements, and agreements between them relating to it. Neither party shall be entitled to rely on any non-fraudulent representation, warranty, arrangement, or agreement which is not expressly contained in this Agreement. 

14.8. This Agreement shall be governed by the laws of the Netherlands and the Parties submit to the non-exclusive jurisdiction of the competent courts of Amsterdam.

14.9. The following provisions of the Netherlands Civil Code do not apply in the relationship between Modulr and the Customer: articles 7:516, 7:517, 7:518 and 7:519, article 7:520(1), article 7:522(3), article 7:527, articles 7:529 to 7:531, article 7:534 and articles 7:543, 7:544 and 7:545 Netherlands Civil Code and all legislation pursuant to and/or based on such articles. Furthermore, if not already covered by the articles referred to in the preceding sentence, the rules regarding provision of information in the Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) that follow from Title III PSD2 do not apply. The above contains the exclusion of the relevant provisions of PSD2 as implemented in Dutch law. Consequently, all rules with regard to the content and provision of the information required by Title III of PSD2 and the following provisions of Title IV of PSD2 do not apply to this Agreement: article 62(1), article 64(3), article 72, article 74, article 76, article 77, article 80 and article 89 of PSD2 and all legislation pursuant to and/or based on such articles.

 

15. Customer Support 

15.1. You can contact Customer Support if you have any queries about the Modulr Products. Information may be requested, including but not limited to, its Authorised Users or Transaction information so that Customer Support can verify the identity of an Authorised User and/or the Modulr Products provided to you.

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

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

 

Telephone:	+353 (1) 5662345
Email:	support@modulrfinance.com
Correspondence Address (and for service of notices)	Strawinskylaan 4117, Amsterdam, 1077 ZX

  ACCOUNT TERMS AND CONDITIONS SCHEDULE

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

 

By completing the online application form, or by agreeing to open an Account, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Support using the contact details in the Customer Terms of Business. 

 

1. DEFINITIONS 

1.1 Unless expressly defined in these Account Terms and Conditions, defined terms are defined in clause 1 of the Customer Terms of Business.

 

2. ACCOUNT & CARD LIMITS

2.1 Limits may apply to the maximum balance on your Account at any time, the maximum value of an individual payment Transaction, the maximum Card Transaction value per Card, the maximum aggregate value of all payment Transactions made from your Account or Accounts 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(s) over a particular timeframe.  Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.

2.2 Any 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 usage; any such change will be communicated to you.  You can check the limits at any time by contacting Customer Support.  You should not make a Transaction which exceeds such limits.

2.3 From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or

Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases on a train, aeroplane, underground or toll payments). In such circumstance, a negative balance on your Account may occur.  In this case the process in paragraphs 5.13 to 5.15 inclusive will apply.

2.4 Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released by the Merchant. The pre-authorisation allows the Merchant up to 30 days to claim and settle any funds owed to them from the Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, Modulr must still make this settlement, which may result in a negative balance on your Account. In this case the process in paragraphs 5.13 to 5.15 inclusive will apply. 

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

 

3. SCOPE OF THESE TERMS AND CONDITIONS

3.1 Your Account is an e-money account and the electronic money and any Card associated with it is issued to you by us. We are regulated by the De Nederlandsche Bank N.V. for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us..

3.2 The types of Transactions enabled for your Account are set out in Customer Pricing Package Document or as subsequently enabled by us. The terms of these Terms and Conditions applicable to specific Transactions or payment types (for example, Virtual Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.

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

3.4 You agree that we may communicate with you by e-mail and telephone for issuing any notices or information about your Account (including monthly statements) and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated via the Online Portal.

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

4. OPENING YOUR ACCOUNT

4.1 Following your acceptance of the terms of this Agreement, and subject to us verifying your identity your Account will be opened.

 

5. USING THE ACCOUNT

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

5.2 Your Account can also receive internal transfers from other Accounts owned or controlled by you, which apply instantly.

5.3 Your Account will not be credited if:

5.3.1  the Account has reached the Account Limit; or 

5.3.2  the Account is inactive or blocked or terminated; 

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

5.3.4  we suspect the transfer to be fraudulent.

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

5.5 Your Account can make payments out to external bank accounts via SEPA and other methods as added and notified to you by Modulr from time to time.

5.6 Where Cards are made available to you, your Account can be used to fund Card Transactions. You can request a Virtual Card or a Physical Card to be issued to you via the Online Portal or Modulr API. The value of the Card Transaction, together with any applicable fees and charges, will be deducted from your Account once we receive the authorisation request from the Merchant.

5.7 If the Card Transaction is made in a currency other than the currency the Card is denominated in, the Virtual Card Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by it on the day we receive details of the  Card Transaction. The exchange rate varies throughout the day and is not set by us. You can check the relevant Card Scheme rate as follows.

Mastercard Card Scheme rate at: https://www.mastercard.co.uk/en-gb/consumers/get-support/convert-currency.html; VISA Card Scheme rate at: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html.

5.8 Your Account will be configured and operated by us. 

5.9 We are authorised to take instructions from you or your Account Manager and, with respect to Physical Card Transactions, from the Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or Card(s).

5.10 A Transaction is deemed to be authorised by you:

5.10.1 when you or your Account Manager enters the security information to confirm a Transaction is authorised or when it is instructed via the Modulr API with the relevant security credentials;

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

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

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

Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.11 below.     

5.11 You can cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give us notice to cancel no later than close of business on the Business Day before the Transaction was due to take place.

5.12. Cancelling a Direct Debit Mandate or recurring Card Transactions with us will not cancel the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.

5.13 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 5.14 and 5.15 apply. You agree that once we make this negative balance known to you, we will charge you the amount of negative balance and you must repay it immediately. We may charge the amount of the negative balance against any funds on your Account, including any subsequently loaded funds. Until we are reimbursed this negative balance amount, we may arrange for your Account, including Card(s) to be suspended. We may also report the negative balance to credit reference agencies.

5.14 Where a negative balance arises because of an error on the part of a Merchant where the Card Transaction occurred, we will seek to recover the negative balance amount from the Merchant.

5.15 Where a negative balance arises because of an error on the part of the recipient of the payment or us, we will seek to recover the negative balance amount from the person who made the error.

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

5.17 You can check the balance and Transaction history of your Account at any time via the Online Portal or API.

5.18 You will be provided with a monthly statement using the details we have associated with your Account.

 

6. THIRD PARTY ACCESS

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

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

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

 

7. CLOSING YOUR ACCOUNT 

7.1 Your Account will remain in place for the term of the Agreement.  If you wish to close your Account you must contact Customer Support.   

7.2 Your instruction to Customer Support to close your Account does not automatically terminate the Agreement or your obligations under it. The Agreement may only be terminated by you in accordance with clause 9 (Term and Termination) of the Customer Terms of Business.

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

7.4 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via SEPA. 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 Support. You will not have any access to your Account nor will we return any funds remaining on the Account after six years from the date of Account closure.

 

8. YOUR LIABILITY AND AUTHORISATIONS

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

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

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

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

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

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

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

8.3  If we cancel, suspend or restrict your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you 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 or suspension.

8.4 You or the Account Manager or the Cardholder must not:

8.4.1 allow another person to use security information related to the Account and/or Cards;

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

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

8.5 You must take all reasonable steps to keep your Account, Cards and password(s) and any other security-related details safe at all times.  If you visit a website or receive a message that asks for your password, other than the Modulr website, this should be reported to us.  If you are in doubt whether a website is genuine, you should contact Customer Support. If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.

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

8.7 You will be liable for all Transactions that we make on your behalf including those made by a TPP authorised by you to initiate a Transaction or those made by a Cardholder.

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

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

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

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

 

9. DISPUTES AND INCORRECT TRANSACTIONS

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

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

9.3 If you dispute a Transaction: 

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.

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

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

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. to notify us in accordance with 9.1 above.
   1. 2.6.You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
      1. the authorisation did not specify the exact amount;
      2. the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and
      3. you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.

In such circumstances we will refund you within 10 Business Days of receiving your claim for a refund or, where applicable, within 10 Business Days of receiving any further information we requested - or we will provide you with reasons for refusing the refund. 

9.7 If you want a refund for a Transaction made using the Direct Debit scheme, the Direct Debit Guarantee will apply instead of the terms in 9.6 above. 

 

10. VARIATION

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

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

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

 

11. TERMINATION OR SUSPENSION

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

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

11.2.1 we discover any of the Information that we hold for you is materially incorrect; or

11.2.2       if we have reason to believe that you, the Account Manager, the Cardholder or a third party has committed or is about to commit a crime or other abuse (including fraud) in connection with your Account; or

11.2.3       if you have reached your Account Limit; or

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

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

 

12. OUR LIABILITY

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

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

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

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

Balance;

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

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

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

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

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

 

13. YOUR INFORMATION

13.1 Some personal data will be necessary for us to provide you with the Account and services under this Agreement. is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Support 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.

13.2 You must update any changes to your Information by contacting Customer Support. 

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

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

 

14. COMPLAINTS PROCEDURE

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

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

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

14.4 If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Services Complaints Institute (KIFID) (Monarch Tower, Prinses Beatrixlaan, 2595 AK Den Haag, phone +31 70 333 8 999). Details of the service offered by the Financial services Complaints institute are available at www.kifid.nl.

 

15. GENERAL

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

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

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

15.4 These Terms and Conditions contain the information set out in Schedule 4 of the Payment Service Regulations 2017.

15.5These Terms and Conditions are governed by the law of the Netherlands and you agree to the exclusive jurisdiction of the competent courts of Amsterdam.

15.6 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, specifically for the purpose of redeeming Transactions made from your Account. In the event that we become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.