DIRECT SME TERMS OF BUSINESS (“Terms of Business”)

By completing and submitting this online application form (the “Application Form”), You: (i) agree to be bound by the terms of the Agreement which relate to Your access to and use of the Account, the Payroll Product and/or the Accounts Payable Product and/or the FX and International Payments Product (as applicable), hereafter collectively referred to as the “Products”; and (ii) represent and warrant that You have all necessary capacity and authority to enter into this Agreement.

For the avoidance of doubt, the use of the FX and International Payments Products shall be subject to the Nook Terms and Conditions, as attached to this Agreement as Schedule 2.

1. Interpretation and defined terms

1.1. In these Terms of Business: (a) a reference to a clause or schedule is a reference to a clause or schedule in these Terms of Business; (b) headings are for reference only and shall not affect the interpretation of these 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; and (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.2. Unless expressly defined in the Modulr Terms and Conditions, the following words and expressions shall have the following meanings. For the avoidance of doubt, the defined terms set out in the Agreement shall not apply in respect of the Nook Terms and Conditions (as set out in Schedule 2 to this Agreement).

1.2.1. Account means the electronic money account issued by Us to You in accordance with the Modulr Terms and Conditions.

1.2.2. 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.

1.2.3. Account Limits means any limit that applies in relation to Your Account, 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. 

1.2.4. Accounts Payable Product means the processing of invoices and the payment of such invoices (via the Account), using various payment methods as provided by Modulr.

1.2.5. Agreement means the Terms of Business and the Account Terms and Conditions.

1.2.6. Applicable Law means all laws, including the requirements of any regulatory authority, applicable to a party to this Agreement, including but not limited to anti-money laundering, anti-bribery, data privacy and tax laws.

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

1.2.8. Available Balance means the value of funds available on Your Account.

1.2.9. 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.

1.2.10 . Card means a Virtual Card or a Physical Card.

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

1.2.12. 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.‎

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

1.2.14. CHAPS means 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.

1.2.15. Commencement Date means the date on which You accept the terms and conditions of this Agreement.

1.2.16. 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.

1.2.17. Data Protection Laws means 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.

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

• 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.

• 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 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.

• Faster Payment means 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 means those fees payable by You in respect of Your access to and use of the Account, the Payroll Product, the Accounts Payable Product, and/or the FX and International Payments Product (as applicable), as set out in the Pricing Schedule and as amended from time to time.

• FX and International Payments Product means the provision of international payments (in currencies other than EUR and GBP) and foreign exchange services (in accordance with the currencies listed here, as amended from time to time) by Payaable Limited (“Nook”), which for the avoidance of doubt, shall be subject to the Nook Terms and Conditions. Nook is a Modulr Group Company which is registered in England and Wales with Company Number 12921042 and with office at 128 City Road, London, England, EC1V 2NX. Nook is registered with the Financial Conduct Authority as an EMD Agent (reference number: 972652) of The Currency Cloud Limited (TCCL), an Electronic Money Institution authorised by the Financial Conduct Authority (reference number: 900199).

• Group means in relation to a party, that party, any subsidiary, or any holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party. Each company in a Group is a member of the Group.

• Group Company means in relation to a party, any member of its Group.

• Information means any due diligence information which You provide to us in order to use the Account, the Payroll Product and/or the Accounts Payable Product.

• Intellectual Property Rights means without limitation all patents (including models and inventions), trademarks, service marks, trade names, internet designations including 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.

• Minimum Term means the minimum term to be applied to Your Agreement (where applicable), as set out in the Pricing Schedule.

• Modulr Terms and Conditions means these Terms of Business and the Accounts Terms and Conditions which relate to the use of the Account, the Payroll Product and/or the Accounts Payable Product (as applicable).

• Online Portal means the interface provided by us to You to enable You to access the Accounts and to use the Payroll Product, the Accounts Payable Product/and or the FX International Payments Product (as applicable).

• Our, Us, We means Modulr Finance Limited (“Modulr”), or Modulr FS Limited (“Modulr FS”), as applicable. Modulr FS is a company registered in England and Wales under company number 09897919, whose registered office is at Scale Space, 58 Wood Lane, London, United Kingdom, W12 7RZ. Modulr FS is an Electronic Money Institution authorised by the Financial Conduct Authority (reference number 900573). Modulr is registered with the Financial Conduct Authority as an EMD Agent (reference number: 900699) of Modulr FS. Any non-regulated services contemplated under Our agreement with You (including, but not limited to the Online Portal) are provided by Modulr.

• Payment Initiation Service Provider means a third-party payment service provider authorised by or registered with the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at Your request on Your Account.

• Payroll Product means the payment of payroll and tax (via the Account), using various payment methods (as set out in the Pricing Schedule) and as provided by Modulr.

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

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

• Pricing Schedule means the schedule which sets out the Fees payable by You in relation to Your use of the Account, the Payroll Product and/or the Accounts Payable Product.

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

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

• Transaction means any debit, credit or other adjustment to an Account that affects the balance of monies held in the Account.

• You, Your means the legal entity which has agreed to the terms of the Agreement via an authorised representation for such legal entity.

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

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

2. Obligations

2.1. Subject to Your compliance with the terms of the Agreement, We agree to provide you with access to and use of the Account, the Payroll Product and/or the Accounts Payable Product (as applicable).

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 Application Form.

2.3. You acknowledge that a “soft footprint” search may be placed on the electronic files of the individuals listed in the 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, 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 these Terms of Business.

3. Operation of Your Account

• Prior to Us opening Accounts for use by You, You are required to: (i) pass any relevant KYB/KYC and compliance checks that We deem appropriate; and (ii) ensure that You have completed any technical implementation required for the operation of the Payroll Product and/or the Accounts Payable Product. In the event that You do not pass any relevant KYB/KYC and compliance checks, We shall not issue Account(s) to You and the Modulr Terms and Conditions shall cease to have effect. We shall issue a refund for any Fees already paid by You.

• You acknowledge and agree that You (and any Authorised Users) shall use the Account, the Payroll Product and/or the Accounts Payable Product (as applicable) in accordance with the Modulr Terms and Conditions.

• Subject to Your compliance with the Modulr Terms and Conditions, We grant You and Your Authorised Users with a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable, limited and personal right to use the Online Portal (together with the related user documentation made available through us) for the term of the Agreement.

4. Authorised Users

• Access to and use of the Account, the Payroll Product and/or the Accounts Payable Product (as applicable) are restricted to Authorised Users.

• You acknowledge and agree that each Authorised User is duly authorised by You to use the Account, the Payroll Product and/or the Accounts Payable Product (as applicable) in accordance with the terms of the Agreement. We shall deem any instruction given by an Authorised User as an instruction given by You.

• You must notify us of all individuals You wish to be appointed as an Authorised User and such notification may be via the Online Portal.

• You shall ensure that You, Your agents, employees and Authorised Users: (i) take all reasonable care to ensure that the Account, the Payroll Product and/or the Accounts Payable Product (as applicable) access credentials (including login details to the Online Portal, where applicable) are kept confidential to each Authorised User; and (ii) do not share any information that would enable another party to access the Account, the Payroll Product and/or the Accounts Payable Product.

• You will be responsible for timely notification to us (via the customer support details listed below) of the revocation of any Authorised User. We shall revoke such access no later than one Business Day following the day on which the revocation notice was received by us. For the avoidance of doubt, You shall continue to liable for any use of the Payroll Product and/or the Accounts Payable Product by the Authorised User.

5. Fees

• The Fees payable by You in respect of the Payroll Product and/or the Accounts Payable Product (as applicable) are set out in the Pricing Schedule, as amended from time to time.

• Unless explicitly stated otherwise, all Fees shall be invoiced by Us to You monthly in arrears.

• Invoices shall be paid within thirty (30) days of the date of the invoice.

• We reserve the right to: (i) amend the Fees on notice to You in the event and to the extent that the underlying payment scheme charged to us are increased; (ii) pass on any charges incurred by us (such as negative interest charges) because of holding e-money balances on Your behalf; and (iii) apply a price adjustment at each anniversary of the Commencement Date to the extent of and in line with the United Kingdom consumer price index published by the Office for National Statistics.

• Unless stated otherwise, all our Fees are exclusive of VAT, and any other applicable taxes or levies under any Applicable Laws, for which You will be separately liable.

6. Liability

6.1. Nothing in these Terms of Business shall operate to limit a party or its agent’s liability to the other for: (a) fraud committed by a party, its employees, agents, or subcontractors; (b) death or personal injury resulting from negligence of a party or that of its employees, agents, or sub-contractors; or (c) any liability which cannot be limited or excluded by law.

6.2. Subject to clause 6.1., Modulr (and its Group Companies) shall not be liable for: (a) any losses caused by or arising from the default or negligence of You, Your employees, agents, or sub-contractors or Authorised Users; (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 the Agreement or loss or damage suffered by You as a result of an action brought by a third party, even if such loss was reasonably foreseeable; or (c) losses or damage caused to or incurred by third parties.

6.3. Subject to clauses 6.1. and 6.2., Modulr (and its Group Companies’) aggregate liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to You (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) or the total Fees paid to Us under the Agreement in the twelve (12) month period immediately preceding the claim. 

6.4. In the provision of the Account, the Payroll Product and/or the Accounts Payable Product by Us, you shall indemnify Modulr (and its Group Companies) against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses, and proceedings Modulr (and its Group Companies) directly or indirectly incurs, or which are brought against Us in respect of the following; (i) any Transaction or other direction given by You, an Authorised User in relation to an Account; and (ii) if You have acted fraudulently, been negligent or has misused any Account, or the Payroll Product and/or the Accounts Payable Product.

6.5. In the context of the provision of the Account, the Payroll Product and/or the Accounts Payable Product by Us, Modulr (and its Group Companies) will not be liable for any loss incurred as a result of errors made by You, Your Authorised Users, employees, or agents. Nor shall Modulr (and its Group Companies) be liable for any loss incurred to You as a result of any act or omission by You, Your Authorised Users, employees, or agents.

6.6. Modulr (and its Group Companies) 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 the Modulr Terms and Conditions or required by law or regulation. 

6.7. You must notify us of Your intention to make a claim against us within twelve (12) months from the date of the event giving rise to Your claim. If You fail to notify us, We will have no liability to You in respect of such event.

7. Data Protection

7.1. For the purposes of the Data Protection Laws: (i) You and Us will each be independent Controllers in connection with fulfilling their respective obligations under the Agreement, and (ii) You and Us are not acting as joint controllers. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 7 is in addition to, and does not relieve or replace, a party's obligations under the Data Protection Laws. For the purposes of this clause 7, the terms “Controller” shall have the meaning given in the Data Protection Laws.

7.2. Each party shall not do or permit anything to be done which might jeopardise or contravene the other party's compliance with Data Protection Laws.

7.3. Further information about how We use personal information can be found in Our Privacy Policy. 

8. Confidentiality

• Each party shall not, either during the term of the Agreement, or at any time after termination of the Agreement, use or disclose to any third party (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information of the other party, except as permitted by clause 8.2.

• Each party may disclose the other party's Confidential Information:

• to its or any of its Group Companies’ employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 8.2.; and

• as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

• No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

• 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. For the term of this Agreement, and in accordance with the terms of this Agreement, We grant You a non-exclusive, worldwide, royalty-free licence to use the Online Portal and/or Our brand (where applicable) for the purposes set out in this Agreement.

9.2. In consideration of the rights granted under clause 9.1., You agree that: (i) You shall only use Our Intellectual Property in manner consistent with this Agreement and in accordance with any written guidelines as provided by Us from time to time; (ii) You shall not prepare any derivative work based on Our Intellectual Property, nor shall You translate, reverse engineer, decompile of disassemble any Intellectual Property not owned by You; and (iii) if You suggest improvements or changes to the Account, the Payroll Product and/or the Accounts Payable Product, You agree that such suggestion(s) is/are Our Intellectual Property and We may use such Intellectual Property in its own discretion.

9.3. Unless stated otherwise under this Agreement, neither party may use the other party’s Intellectual Property without the prior written consent of that other party.

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.

9.5. We may make certain logos, trademarks and similar devices owned by Us available for use by You on a temporary basis (“Modulr Marks”). You agree to use the Modulr Marks only in accordance with written instructions provided by Us, as amended from time to time.

9.6. Throughout the term of the Agreement, You agree to undertake such joint marketing activity or case studies as agreed between the parties.

9.7. Both parties agree to not circulate any press materials, statements or other publications or material referring to the scope of this Agreement without prior consent of the other party, such consent will not be unreasonably delayed or withheld.

10. Term and Termination

10.1. Unless otherwise terminated in accordance with the provisions of this Agreement, this Agreement will commence on the Commencement Date 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 Term.

10.2. Either party may terminate this Agreement on two (2) months’ notice.

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

10.3.1. You commit 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 have not rectified this 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

10.3.2. a decree or order by a court is entered against You adjudging that You are insolvent or ordering the winding up or liquidation of Your affairs; or a petition is filed seeking reorganisation, receivership, examinership, administration, arrangement, adjustment, composition or liquidation of or in respect of You 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 the business or any substantial part of Your property or assets; You institutes proceedings to be adjudicated insolvent, or You consent to the institution of insolvency proceedings, or file a petition or answer or consent seeking reorganisation, administration, examinership, relief or liquidation under any applicable law, or consent 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 Your business or of any substantial part of a party’s property, or makes an assignment for the benefit of creditors, or You admit in writing Your inability to pay Your 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 10.3.2.

10.4. We 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 You if: (i) You fail to pay any Fees due to Us; (ii) Modulr is required to do so by Modulr FS or a regulator; (iii) You are unable to satisfy Modulr’s compliance and due diligence requirements (as required by its legal and regulatory obligations); (iv) You have provided false, incomplete or misleading information; (v) You have engaged in fraudulent, money laundering, terrorism financing or other illegal activity or We has reasonable suspicions in respect of the same, and/or (vi) You undergo a change of control (control shall have the meaning given to it in s1124 of the Corporation Tax Act 2010) and We have not provided its prior written consent.

10.5. On termination of this Agreement for any reason: (i) each party shall immediately pay to the other all amounts due under this Agreement; (ii) You may continue to use the Accounts until the Accounts are 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) We shall close Your Accounts and shall return any available balance (less any Fees payable to us) You as per the Account Terms and Conditions; (vi) in the event of a negative balance in an Account, You shall reimburse Us to the value of such negative balance; (vii) 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 (viii) You shall continue to provide any further information reasonably requested by Us in order for Us to comply with Our legal and regulatory obligations. For the avoidance of doubt, any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

10.6. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

11.7. The parties to this Agreement agree to disapply Regulation 51 of the Payment Services Regulations 2017 to this Agreement and the termination provisions of this clause 10 shall be construed accordingly. 

11. Assignment Transfer and Subcontracting 

11.1. Access to and use of the Account, the Payroll Product and/or the Accounts Payable Product are provided to You only. You shall not novate, assign, or otherwise transfer this Agreement, any interest or right under this Agreement.

11.2. You agree that We may, in Our sole discretion, assign, subcontract, or transfer some or all of Our rights and obligations or delegate any duty of performance under the Agreement, in compliance with Applicable Law.

11.3. In the event of any transfer of this Agreement by Us to another service provider (on notice to You), You must notify Us (no later than two (2) months from receiving the notice) if You object to the transfer. On receipt of such notification by Us, the Modulr Terms and Conditions will terminate. Any balance remaining in the Your Account will be returned to You in accordance with the redemption procedure set out in section 7 of the Account Terms and Conditions.

12. Mutual Obligations

Each party agrees to comply with all Applicable Law in connection with its performance of this Agreement.

13. Force Majeure 

Modulr (and its Group Companies) will not be liable for the non-performance or failure to provide any part of the Account, the Payroll Product and/or the Accounts Payable Product occurring as a result of any events that are beyond the reasonable control of Modulr (and its Group Companies) including, 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 its Group Companies) have no reasonable control.

14. General

14.1. Notices. 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 Application Form: (a) by hand; (b) by registered or recorded post; or (c) if it is sent by email, to the email address provided by You. 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 are subject to the sender receiving a confirmation of delivery receipt of such email. This clause does not apply to the service or any proceedings or other documents in any legal action, or, where applicable, any arbitration or other method of dispute resolution.

14.2. No Partnership. 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. Variation. We may make changes to the Agreement at any time as we deem necessary to comply with applicable laws and regulations or as required by Our business needs. Where possible, and if applicable law permits Us to do so, we will notify You of such modification as soon as is reasonably practicable.

14.4. Waiver. The failure of a party to insist upon strict compliance with any term or provision of the these Terms of Business 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 these Terms of Business shall be waived except by a written instrument signed by the party to whom the waiver affects.

14.5. Severance. If any provision of these Terms of Business 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 these Terms of Business 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 these Terms of Business, the parties shall immediately commence good faith negotiations to remedy such invalidity.

14.6. Third Party Rights. No third party shall be entitled to enforce the rights set out in these Terms of Business and the Contracts (Rights of Third Parties) Act 1999 shall not apply. 

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

14.8. Governing Law. This Agreement shall be governed by the laws of England Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

15. Customer Support 

15.1. You can contact customer support (using the contact details set out below) if You have any queries about the Account, the Payroll Product and/or the Accounts Payable Product.

15.2. As part of Our commitment to providing a quality customer service, We may periodically monitor telephone communications to ensure that Our high quality service standards are maintained. You consent to such monitoring and recording of telephone communications and agree to make Your Authorised Users aware of such practices.

Telephone:	0303 313 0060
Email:	support@modulrfinance.com
Correspondence Address (and for service of notices)	Scale Space, 58 Wood Lane, London, United Kingdom, W12 7RZ

 

SCHEDULE 1 - ACCOUNT TERMS AND CONDITIONS

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

By 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 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 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 (where Cards are made available to you), the maximum aggregate value of all payment Transactions made from your Account or Accounts or Cards (where applicable) 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. Where Cards are made available to you, 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 Where Cards are made available to you, 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 When using your Card, 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 (where applicable) any Card associated with it is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.

3.2 The types of Transactions enabled for your Account are set out in the 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 Faster Payments 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 (where Cards are issued to you), 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 a 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 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 Faster Payments. 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: 

• 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.
• 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.
• 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
• 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:

• 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 to notify us in accordance with 9.1 above.
  • You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
    • the authorisation did not specify the exact amount;
    • 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
    • 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. 

• APP fraud

• For the purposes of this clause 9.8: (i) “Authorised Push Payment” or “APP” shall mean a payment initiated by you (as a Consumer) via Modulr; (ii) “Consumer” shall mean an individual, a microenterprise (an enterprise that employs fewer than ten (10) persons and has either an annual turnover or an annual balance sheet total that does not exceed €2 million at the group level, in accordance with European Commission Recommendation (2003/361/EC)) or a charity (a body whose annual income is less than £1 million per year and is a charity as defined by the Charities Act 2011, Charities and Trustees Investment (Scotland) Act 2005 or the Charities Act (Northern Ireland) 2008); and (iii) “Rules” shall mean the APP fraud reimbursement rules, as set by the Payment Systems Regulator.

9.8.2 If you (as a Consumer) believe that you have fallen victim to APP fraud (via Faster Payments, CHAPS or any other UK payment scheme as required by the Payment Systems Regulator), the details of the APP fraud (and any associated payment(s)) must be received by us as quickly as possible. 

9.8.3 Following the receipt of an APP fraud claim under 9.8.2., if you (as a Consumer) are eligible for reimbursement (such eligibility is as defined in the Rules), we shall assess the APP fraud claim. Subject to clause 9.8.4, we shall notify you of the outcome of such assessment and pay the applicable amount (less any deductions, as permitted under the Rules) to you within five (5) business days of you making the APP fraud claim.

9.8.4 We may pause the five (5) day timescale for reimbursement when we require further information to assess your APP fraud claim. We may only pause the five (5) day reimbursement timescale for as long as is necessary to complete our assessment. We must complete the assessment, decide whether the APP fraud claim (or any payment within the APP fraud claim) is reimbursable (and must close the claim) before the end of the thirty-fifth (35^th) business day following the reporting of the APP fraud claim.

9.8.5 You may not receive a refund for an APP fraud payment where you have not met the eligibility criteria (as defined by the Rules). This may include, but is not limited to:

9.8.5.1. your failure to respond to any reasonable and proportionate requests for information by or on behalf of Modulr;

9.8.5.2. your failure to consent to Modulr reporting your APP fraud claim to the police or the relevant national competent authority;

9.8.5.3 where we reasonably believe (taking into account all relevant circumstance (including your personal situation)) you have been grossly negligent in the payment instruction and should have known you were being tricked into sending money to a fraudster; and

9.8.5.4. where an intervention is made by or on behalf of Modulr and/or a national competent authority relating your payment instruction and you do not pay due regard to such intervention.

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. Modulr FS 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.

13.5 The personal information we have collected from you will be shared with fraud prevention agencies who will use it to prevent fraud and money-laundering and to verify your identity. If fraud is detected, you could be refused certain services, finance, or employment. Further details of how your information will be used by us and these fraud prevention agencies, and your data protection rights, can be found at https://www.cifas.org.uk/fpn.

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 Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

15. GENERAL

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

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

15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until 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 Save for Modulr, who acts on our behalf, no other third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

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

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

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

Schedule 2 – Nook Terms and Conditions

If you signed up to our electronic money wallet (Nook Wallet) on or after 1 December 2023, the new terms and conditions of The Currency Cloud Limited (TCCL) will apply and can be found here. If you signed up to our electronic money wallet before1 December 1 2023, the terms and conditions of The Currency Cloud Limited here will apply. Please take the time to read them and note your obligations as the “Client” under those terms. By agreeing to this Agreement you will also be deemed to agree to TCCL’s terms of service, in addition to Schedule 1 (The Nook Wallet Terms and Conditions).

1. When will these additional terms apply?

You have applied for Nook Wallet. These terms and conditions (Wallet Terms) apply if you sign up for Nook Wallet. Nook Wallet enables you to maintain a pre-paid balance of funds, which enables you to make and receive payments via Nook Platform. An agreement in respect of your Nook Wallet, on these Wallet Terms, will come into force and become binding on you when we accept your application (see paragraph 3.1 below for more details).

2. Our regulatory status

2.1. We are an agent of an authorised electronic money institution. We have been appointed and registered with the Financial Conduct Authority (FCA) as an agent of an electronic money institution authorised by the FCA to issue electronic money (E-money Institution/EMI). Electronic money or (e-money) is cash stored in an electronic form. When you pay funds into your Nook Wallet account, the EMI will issue electronic money to you, which will be stored electronically by the EMI and will represent the amount of funds paid into your Nook Wallet. You will have a claim against the EMI for the value of your funds held in the Nook Wallet, pursuant to the EMI’s own terms and conditions, which are available here if you signed up to our electronic money wallet on or after 1 December 2023 or here if you signed up to our electronic money wallet before 1 December 2023 (EMI’s Terms). If the EMI ceases to trade or becomes insolvent, we will make claims for the redemption of your funds on your behalf.

2.2.We may change the EMI or appoint additional EMIs. We will have the right to change the EMI provider or appoint additional EMI provider(s) from time to time, for example if we believe this will improve the services we provide to you, or for other business or operational reasons. In these circumstances, we will be entitled to redeem your e-money on your behalf with the existing EMI provider and transfer the funds to the new EMI(s). Before we do so, we will notify you of the identity of the new EMI(s) and the terms and conditions of their e-money and payments services on at least 2 months’ notice (the “Notice Period”). In the event that you object to the transfer to the new EMI(s), you must notify us prior to the end of the Notice Period so that we can organise for the redemption of your e-money from the existing EMI Provider prior to the transfer of the funds to the new EMI(s).

2.3.Your funds will be stored by the EMI in a segregated account maintained by the EMI, pooled with funds of other customers of the EMI. Please see the EMI’s Terms for further details about how your funds will be safeguarded by the EMI. The funds received into or paid to fund your Nook Wallet will be kept by the EMI in accordance with the Electronic Money Regulations 2011, which ensure that any funds held by electronic money institutions are held safely. Please note that the Financial Services Compensation Scheme does not apply to your funds.

2.4.Our role is limited. We are an agent of the EMI, which means that we are authorised to offer the e-money and payment services to you on behalf of the EMI, as well as to provide support to the users of Nook Wallet. We are not the issuer of the e-money and we do not provide any payment services ourselves; we rely on the services and infrastructure provided by the EMI, its affiliated companies, partners and subcontractors. As a result, we are not responsible for the safeguarding of your funds, issuing of the e-money to you and/or for the payment services provided by the EMI and/or its affiliated companies, partners or subcontractors. Your Nook Wallet is operated and maintained by the EMI. We are not a financial adviser and we do not provide financial, legal, tax or any other advice, and nothing on Nook Platform should be interpreted and/or relied on as such.

3. Why is it important for you to read these Wallet Terms and the EMI Terms?

3.1.Legally binding agreements. When your application for Nook Wallet is accepted by us and the EMI, two legally binding agreements will be created:

1. a) the first one is between you and us, on the terms and conditions set out in these Wallet Terms (in addition to the main Terms); and
2. b) the second one is between you and the EMI, on the terms and conditions set out in the EMI Terms. You will be notified when your application has been accepted. Please note that the EMI has two versions of the EMI Terms: one applicable to Customers who are small charities or micro-enterprises, and one for all other Customers. A “small charity” is one with an annual income of less than GBP 1 million and “micro-enterprise” is an enterprise (in whatever legal form, including self-employed individuals, family businesses, partnerships or associations engaged in an economic activity) whose annual turnover and/or balance sheet total does not exceed GBP equivalent of EUR 2 million and employs fewer than 10 people. If you are a small charity or a micro-enterprise, your contract with the EMI will be on the EMI Terms applicable to small charities and micro-enterprises.

3.2.Relationship between these Wallet Terms and the Nook Platform Terms and Conditions. These Wallet Terms supplement the Nook Platform Terms and Conditions (referred to as the “Terms”), and the provisions of the Terms apply to the supply of the Nook Wallet services by us to you. If there is any conflict or inconsistency between the Terms and these Wallet Terms, the provisions of these Wallet Terms will prevail.

3.3.Updates to these Wallet Terms. If we need to make any changes to these Wallet Terms, we will use reasonable endeavours to notify you at least 30 days’ before we implement the changes. If we need to introduce changes that are less favourable to you than the Wallet Terms to which you agreed when you applied for Nook Wallet, and you do not agree to such new terms, you can notify us that you reject the proposed new Wallet Terms. Your rejection will mean that you wish to terminate the Nook Wallet agreement and close your Nook Wallet. You will not be charged anything for terminating this agreement in these circumstances. You must notify us before the date when we propose to implement the new Wallet Terms. If we do not hear from you before such date, we will assume that you have accepted the changes, and you will be deemed to have accepted the new Wallet Terms.

4. Eligibility

4.1.Nook Wallet is not available to consumers. Nook Wallet is not available to consumers. A “consumer” is a natural person (i.e. an individual) acting for purposes outside of their trade, business or profession.

4.2.We and the EMI will carry out eligibility checks. We and the EMI are required by law to carry out certain checks on all our customers before we agree to provide the Nook Wallet and related payment services. We may ask you to provide us with certain information and documentation to enable us and/or the EMI to carry out our checks, for example to verify your identity, details of the organisation you represent and its financial standing, and we may need to ask third party service providers (for example credit reference agencies) to verify certain information about you. All information provided by you must be accurate and truthful to the best of your knowledge. Due diligence checks are normally carried out before Nook Wallet application is approved, but we reserve the right to carry out appropriate checks at any time, including before we process any transaction. Failure to comply with our (and/or the EMI’s) requests for information or documentation may result in the refusal of your Nook Wallet application and/or suspension of your Nook Wallet account.

4.3.Keeping us updated. It is very important to keep us updated about any changes to the information provided as part of your Nook Wallet application and any information and documentation submitted to us. It includes information about any sanctions applicable to you, or any other circumstances which would make your use of Nook Wallet illegal. You must inform us promptly about any changes to your circumstances affecting your eligibility for Nook Wallet and/or your ability to comply with these Terms.

4.4.We will have the right to refuse any Nook Wallet application. We and/or the EMI have the right to refuse any Nook Wallet application at any time and without providing any reason for the refusal.

5. Using Nook Wallet

5.1.The Nook Platform interface and Nook are your primary points of contact. If you have any questions or issues related to Nook Wallet and its use (including any questions related to the e-money and payments using Nook Wallet), you should direct your queries to us in the first place, by such means as we make available to support Nook Wallet (for example email, web or in-app chat or telephone). By applying for Nook Wallet you authorise us to collect and pass on to the EMI all information, communications and instructions submitted by you, for example the information provided on Nook Wallet application form, and any payments instructions. The EMI will rely on and will be entitled to act on any such information, communications and instructions received from us, as if the information, communications and instructions were given to EMI directly by you. Please note that we are not required to check their accuracy.

5.2.You are responsible for checking the completeness and accuracy of all information, communications and instructions. You must ensure that all information, communications and instructions submitted to us is complete and accurate. Failure to provide complete information may cause delays, for example, we may be unable to process your instructions. If you notice any error in any information, communication or instruction provided to us, you should correct it as soon as possible by contacting us. We will not be responsible, and will not compensate you, if you suffer any losses as a result of incomplete or inaccurate information provided to us, or as a result of any delays caused by any errors, inaccuracies or late submission of any instructions or requests.

5.3.We may screen instructions received from you, but we are not obliged to do so. We and the EMI will have the right to screen any instructions received in respect of your Nook Wallet, as this may be necessary for us and/or the EMI to comply with applicable laws and regulations. We and/or the EMI may refuse to act on any instructions or request received from you, if this is necessary to comply with any legal and regulatory obligations, for security reasons, if you are in serious breach of these Wallet Terms and/or the EMI Terms, or to protect us or the EMI from suffering a loss. If we are allowed to do so, we will inform you of the reasons why we are unable to act on your instructions or requests.

5.4.Monitor your use of Nook Wallet and keep your own records. We will provide you with records of all your Nook Wallet transactions (including the balance of the funds in your Nook Wallet), which we receive from the EMI. You should monitor all your transactions and we recommend that you keep your own records. This will allow you to verify whether the transaction reports are accurate and enable you to inform us if you notice any errors. You should report all inaccurate records as soon as you become aware of them.

5.5.You must keep your Nook Wallet security credentials safe. You must ensure that the security credentials used to authenticate Nook Wallet transactions are known only to the authorised user appointed by you and are not shared with anyone (even with other personnel of the Customer). You will be solely responsible for all transactions made using your Nook Wallet, including any unauthorised transactions.

5.6.You must notify us if the security of Nook Wallet has been compromised. You must notify us immediately if:

1. a) you believe the security of Nook Wallet has been compromised (for example, if someone has gained access to the security credentials); and/or
2. b) you have identified an unauthorised transaction made using your Nook Wallet. You may be asked to provide details of the issues reported by you, and any supporting documentation. The use of your Nook Wallet will be suspended after receipt of your notification.

5.7.Your authorised user is the only person that is permitted to use Nook Wallet. Nook Wallet can be used only by the person authorised by you and cannot be used by anyone else, or by any other business or other organisation.

5.8.Funding your Nook Wallet. You will only be able to pay bills using your Nook Wallet if you have a sufficient balance of funds available in cleared funds (Available Balance). “Cleared funds” means that the funds have been unconditionally received by us and cannot be recalled by you or the payment services provider used to fund the Card. All funds must be paid into a bank account nominated by the EMI, details of which will be provided to you. Your Nook Wallet must be pre-funded in a currency supported by us, which will be notified to you. Any transactions request that exceed the Available Balance will be rejected.

5.9.Restrictions on use of your Nook Wallet. You are not allowed to use your Nook Wallet to make a payment in connection with the following transactions:

1. a) transactions listed in Appendix 1 to these Wallet Terms; and
2. b) any activities or transactions prohibited by any laws that apply to you (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the UK government, the European Union or the United Nations).

5.10.Transaction limits. Nook Wallet may be subject to certain transaction limits. If there are any transactions limits, you will be notified of them via Nook Platform interface.

5.11.Currency of transactions. The currencies supported by Nook Wallet will be notified to you. If we receive a payment for processing in a currency which is not supported by your Nook Wallet, the EMI (or its payment processing partners) will convert such currency into one of the currencies supported by Nook Wallet at the applicable exchange rates. Your Available Balance will be reduced by the amount of funds after currency conversion and any administrative costs incurred in connection with the conversion. You can request details of the exchange rates by contacting us.

5.12.What fees apply to your use of the Nook Wallet? If any fees apply to your use of Nook Wallet, these will be notified to you or displayed on the Nook Platform, including the terms and method of payment.

5.13.Withdrawing funds from your Nook Wallet. You can redeem your e-money (i.e. withdraw funds from your Nook Wallet) by submitting instructions to us via Nook interface. The funds will be transferred to the bank account associated with your Nook Wallet (as provided by you during your application, and as may be updated by you from time to time) (“Nominated Bank Account”). If you do not have sufficient Available Balance, your withdrawal request will be rejected. Withdrawals are normally processed within one business day.

6. Suspension and termination of Nook Wallet

6.1.We can suspend your Nook Wallet in exceptional circumstances. We can suspend your access and use of Nook Wallet in exceptional circumstances:

1. a) if we have good reason to suspect that you (and/or authorised users) are behaving fraudulently, are involved in any unlawful or illegal activity (for example money laundering or terrorist financing), or Nook Wallet is used for any other unlawful purpose or in breach of the restrictions on use set out in Appendix 1;
2. b) if you commit a serious breach of these Wallet Terms (serious breach includes persistent breaches of the requirements of these Wallet Terms) and you have not corrected your breach when we asked you to do so and within the timeframe we reasonably requested;
3. c) your agreement with the EMI is terminated for any reason;
4. d) the EMI has directed us to do so;
5. e) if we have to suspend your access to Nook Platform for whatever reason;
6. f) if we have asked you to pay us money you owe us under these Wallet Terms and you have failed to do so despite our efforts to remind you about it;
7. g) you are subject to any insolvency-related proceedings, you suspend your business, your financial position deteriorates to justify the opinion that you will be unable to meet your obligations under these Wallet Terms;
8. h) if any information provided by you (or someone on your behalf) is false, or if you fail to provide us with information that we reasonably request from you;
9. i) if we have good reason to believe this is necessary for security reasons (for example any security issues affecting any third party payment processing facilities or our technology infrastructure); or
10. j) if we believe it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority.

6.2. We can also suspend your Nook Wallet if you reach any transaction limits (if they apply to your Nook Wallet) or if we suspect unauthorised or fraudulent use of your Nook Wallet, or if we believe the security of your Nook Wallet has been compromised.
6.3.We will notify you about the reason(s) of suspension. If we have to suspend your access and use of your Nook Wallet for any reason(s), we will notify you of the reason(s), as long as we are allowed to do so in compliance with applicable laws. We will only re-activate your access to your Nook Wallet if we (and/or the EMI) are satisfied that the reason(s) for suspension is/are no longer applicable.
6.4. When can we terminate your Nook Wallet? We can terminate your Nook Wallet

6. a) in the exceptional circumstances listed in paragraph 6.1 above; or
7. b) without giving you any reason if we provide you with at least 14 days’ advance notice. If you are a small charity or a micro-enterprise, we can terminate your Nook Wallet under this paragraph by providing you with at least 60 days’ advance notice. We will notify you about the reasons why we decided to terminate your Nook Wallet. Termination of your Nook Wallet will result in the termination of your and our rights and obligations under these Wallet Terms

6.5.Inactive Nook Wallets. If your Nook Wallet remains inactive for a period of at least 24 months (inactive Nook Wallet), meaning that no transactions have taken place within such period of time or you have never funded your Nook Wallet, your Nook Wallet may be designated by us and/or the EMI as inactive and certain or all its features may be disabled. We can terminate an inactive Nook Wallet by providing you with at least 60 days’ notice.

6.6.Return of your funds upon suspension or termination of your Nook Wallet. When your Nook Wallet is terminated (including if we cease to trade or become insolvent), the EMI will redeem your e-money by returning the funds associated with your Nook Wallet to your Nominated Bank Account. These funds should be returned to you by the EMI within 60 days. Please note that any funds transfers may be subject to due diligence checks and may be prevented in exceptional circumstances by applicable laws. Your funds may also be returned to you (without notice to you) if your Nook Wallet is suspended.

6.7.You can cancel your Nook Wallet at any time. If you wish to cancel your Nook Wallet and terminate the Nook Wallet agreement with us, you should redeem your e-money (i.e. withdraw your funds from your Nook Wallet) in accordance with paragraph 5.13 of these Wallet Terms and contact us to let us know you wish to close your Nook Wallet.

7. Complaints and Disputes

7.1.How to submit complaints. If you are unhappy with anything related to your Nook Wallet, you should submit your complaints to us in the first instance. If the complaint is not resolved to your satisfaction, you can contact the EMI – please see the EMI Terms for details of the EMI’s complaints procedure.

7.2.Complaining to the Financial Ombudsman Service. If you are not happy with how the EMI has handled your complaint, you can bring your complain to the Financial Ombudsman Service (by post at Exchange Tower, London E14 9SR, or by telephone at 0800 023 4567). The details about the service offered by the Financial Ombudsman Service can be found at www.financial-ombudsman.org.uk.

Appendix 1 Restricted Use

You are not permitted to use Nook Wallet for any of the following types of transactions:

a) to facilitate any illegal purpose, or in violation of any national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data protection and privacy.
b) to send or receive fraudulent funds.
c) in a manner that results in or may result in Complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to TCCL, a third party or you.
d) to collect or contribute money for something that may be deemed harmful, false, misleading, unlawful, obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, or racially or ethnically offensive.
e) to control an account that is linked to another account that has engaged in any of the foregoing activities.
f) to collect payments that support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs.
g) to sell or provide:
h) items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
i) items that require a licence, reseller's permit or franchise agreement to sell;
j) “payday loans” or other lending services;
k) items that may be counterfeit including but not limited to: designer handbags, clothing and accessories and consumer electronics;
l) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
m) items that encourage, promote, facilitate or instruct others to engage in illegal activity;
n) items that promote, support or glorify acts of violence or harm towards self or others;
o) drugs or drug paraphernalia;
p) activities that involve gambling or a prize draw;
q) items that are obscene or pornographic.