These customer terms & conditions consist of four separate agreements between you and the relevant service provider and are split into the following sections:
- Section 1: ScribePay General Terms & Conditions governing overall use of the ScribePay Services which are between you and ScribePay Limited.
- Section 2: The terms and conditions governing the ScribePay Prepaid Mastercard which are between you and Transact Payments Limited.
- Section 3: The terms and conditions governing the agency bank account which are between you and Modulr FS Limited and consist of two separate agreements:
a.Part A: the Modulr Introduced Client Terms of Business; and
b.Part B: the Modulr Account Terms and Conditions.
IMPORTANT INFORMATION: Please be aware that each set of terms and conditions (above) uses different definitions and terminology, which may refer to the same product, individual or company etc. Please make sure you read through each section carefully and understand your rights and obligations in relation to each separate party. If you have any questions regarding the terms and conditions (above), complaints or issues with the services, we recommend you contact ScribePay in the first instance, either through the ScribePay App or via email to: firstname.lastname@example.org.
Section 1: ScribePay General Terms & Conditions
1. THESE TERMS AND INFORMATION ABOUT SCRIBEPAY
1.1 The parties. These Terms apply between you and ScribePay Limited (“ScribePay”, “we” “our”), a limited liability company registered in England and Wales having our registered office at 9 Perseverance Works, Kingsland Road, London, E2 8DD.
1.2 Your agreement to the Terms. You acknowledge and agree that by submitting your registration to use our services or by using any part of the ScribePay services, you signify that you have read, understood, and agree to be bound by these Terms and any additional terms referenced in this agreement. If you do not accept these Terms, you are not permitted to use the ScribePay application or services.
2. SCRIBEPAY SERVICES
2.1 We own and provide the ScribePay application made available by ScribePay for access through the ScribePay website available here(the “ScribePay Website”), via download, or any such other method as provided by us from time to time (the “ScribePay App”).
2.2 Your “ScribePay Card” is a non-physical prepaid card and its use is limited to online, phone or mail order purchases as described in the Virtual Card Terms (as defined below). Credit cards or charge cards are not available. Your ScribePay Card is issued by the Virtual Card Issuer (defined below) in accordance with the Virtual Card Issuer’s licence from Mastercard. Mastercard is a registered trademark, and the circles design is a trademark of Mastercard International Incorporated. Your ScribePay Card remains the property of Virtual Card Issuer.
2.3 Your “ScribePay Account” is a ‘virtual’ account that holds your e-money issued by the E-Money Issuer (defined below). We use the term “money” to refer to e-money.
3. FREE AND PREMIUM USERS
3.1User account categories. These Terms outline the conditions on which you may make use of the ScribePay Services (defined below) where:
(a) you have opened an account as a registered user for the ScribePay App but have not paid the Premium Fee (as outlined on the Fees and Limits page and as such do not have access to the ScribePay Card or ScribePay Account, in which circumstances you shall be a “Free User”; or
(b) you have opened the account as a registered user for the ScribePay App and have paid the Premium Fee and as such have access to the ScribePay Card and ScribePay Account, in which circumstances you shall be a “Premium User”.
3.2 The term “ScribePay Services” as used in these Terms means:
(a) in the event you are a Free User, access to the ScribePay App; or
(b) in the event you are a Premium Member, access to the ScribePay App, ScribePay Card and ScribePay Account.
4. THIRD PARTY SERVICES USED BY THE SCRIBEPAY SERVICE
4.1 Third Party Providers. We work with certain third-party providers to provide the ScribePay Service to you, including a Virtual Card Issuer, E-Money Issuer and Program Manager (defined below). These third-party providers are used by us as follows:
(a) The ScribePay Card is provided by Transact Payments Limited, a company incorporated in Gibraltar with registered address 6.20 World Trade Center, 6 Bayside Road, Gibraltar, GX11 1AA company registration number 108217, and authorised by the Gibraltar Financial Services Commission as an electronic money institution, the “Virtual Card Issuer”;
(b) Your ScribePay Account is provided by Modulr FS UK Limited, a company incorporated and registered in England and Wales withcompany number 09897957 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL, the “E-Money Issuer”; and
(c) All core programme management services including KYC and compliance checks, fraud management services and card processing activities are provided by or are procured via our partner, Lerex Technology a company incorporated and registered in England and Wales with registration number 09829039 and registered address Abacus House, Caxton Place, Cardiff, CF23 8HA, the “Program Manager”,
(the “Third Party Providers”).
4.2 Third Party Providers’ terms and conditions. You acknowledge that your use of such third party services will be subject to the applicable Third Party Provider’s terms and conditions and privacy policies as follows:
(a) The “Virtual Card Terms” available in Section 2 below;
(b) The “E-Money Terms” available in Section 3 below;
4.3 Right to use/change Third Party Providers. We reserve the right to use other Third Party Providers and/or change the current Third Party Providers from time to time upon providing you notice in accordance with clause 26.
5. ACCESSING THE SCRIBEPAY APP
5.1 Registration. To access and use the ScribePay Services, you must:
(b) be at least 18 years old and resident in the United Kingdom;
(c) register and set up a user account with a username and password;
(d) successfully pass the KYC process outlined in clause 6; and
(e) in the event you are a Premium User:
(i) pay the Premium Fee; and
(ii) have read, understood and agree to be bound by the Virtual Card Terms and E-Money Terms.
5.2 Your information. You warrant that all information you provide to us during registration to use the ScribePay Services, and that is otherwise provided or uploaded by you (or on your behalf) via the ScribePay App is true and accurate at all times. You agree that you will provide us with any additional information that we may reasonably require to verify your identity or details you provided during registration.
5.3 Login Details. You are responsible for maintaining the confidentiality of your login details, and for any use of the ScribePay Services using your login details. You must keep your ScribePay Services credentials safe. You must maintain adequate security and control of any and all devices, other credentials, IDs, passwords and personal identification numbers / codes that you use to access your ScribePay Services. Sharing your login credentials with any other person or making them available to multiple users on a network is strictly prohibited. If you have any concerns that your credentials may have been misused, you should contact us at email@example.com let us know.
5.4 No liability for unauthorised use of your login credentials. ScribePay accepts no liability for any losses, damages or costs arising from or in relation to your failure to comply with clause 5.3.
6. KNOW YOUR CLIENT
6.3 Additional KYC. We are entitled to request further information as required by applicable KYC legislation. You agree to provide such additional information as and when requested and will ensure that such information is true, accurate and complete.
7. MANAGING YOUR SUBSCRIPTIONS
7.1 Through the ScribePay App, you can view information on subscriptions you have for products and services with third parties, including the relevant amounts and renewal dates (“Subscriptions”). How this information is generated in the Scribe Pay App may be different depending on your account type.
7.2 Free User subscription management. Free Users must enter any Subscription information manually through the ‘Add Subscription’ section of the ScribePay App.
7.3 Premium User subscription management. Premium Users simply need to pay for each Subscription using the ScribePay Card. We’ll then use your transaction information from your ScribePay Account (meaning information like your card details, transaction information, and information provided by you on your account) to provide insights and analysis of your Subscriptions including how much time is left until your subscription renewal date.
7.5 Cancelling your Subscriptions. You can cancel any Subscriptions or decline payments from any Subscriptions within the ‘Update Subscription’ section of the ScribePay App. It is your responsibility to ensure that cancellation or non-payment of any Subscription is in accordance with the agreement you hold with the Subscription provider, we have no liability for any losses you may incur under such agreements.
8. YOUR SCRIBEPAY CARD
8.1 Please see the following sections of the Virtual Card Terms to find out more about:
(a) how to activate your ScribePay Card (Section 3)
(b) using your ScribePay Card (Section 6)
(c) how to authorise transactions (Section 7)
(d) how to manage and protect your ScribePay Card (Section 8)
(e) how to cancel your ScribePay Card (Section 9)
(f) security protection when using your Scribe Pay card (Section 10)
(g) when your ScribePay Card will expire (Section 11). Please be aware that your ScribePay Card can be renewed through the ScribePay App.
(h) when your ScribePay Card may be terminated or suspended (Section 12)
(i) what to do in the event your ScribePay Card is stolen or lost (Section 13)
(j) what to do in the event you dispute a transaction made on your ScribePay Card (Section 14)
(k) using your ScribePay Card in other currencies (Section 15)
(l) how your personal data is used by the Virtual Card Issuer (Section 19)
9. YOUR SCRIBEPAY ACCOUNT
9.1 Please see the following sections of Part B of the E-Money Terms to find out more about:
(a) account limits in relation to your ScribePay Account (Section 2)
(b) using your ScribePay Account (Section 5)
(c) third party access to your ScribePay Account (Section 6)
(d) closing your ScribePay Account (Section 7)
(e) your liability and authorisations in relation to your ScribePay Account (Section 8)
(f) disputes and incorrect transactions on your ScribePay Account (Section 9)
(g) termination or suspension of your ScribePay Account (Section 11)
9.2 Guidance when reading the E-money Terms. It’s important you understand the following when reading the E-Money Terms:
(a) the definitions set out within Part B of Section 3 also apply to Part A of Section 3;
(b) the term “Introduced Client” means you as the Premium User;
(c) the term “Partner Platform” refers to us (ScribePay);
(d) the “Partner Platform Agreement” refers to this agreement; and
(e) the “Introduced Client Application Form” will be made available to you on the ScribePay Website when registering to user the ScribePay App.
10. HOW IS YOUR MONEY SECURED?
10.1 Safeguarding of your money. When a payment is received for your ScribePay Account, or you add money to it, the equivalent value of e-money is added into your ScribePay Account. Your money is never lent to anyone else. This is called safeguarding and helps to protect you and your money. If the E-Money Issuer were to become insolvent, your funds are protected and repaid to you from their ring-fenced accounts.
10.2 Responsibility for safeguarding. The E-Money Issuer will be responsible for safeguarding the e-money in your Scribe Pay Account. As your ScribePay Account is an e-money account, the law doesn’t let the E-Money Issuer pay you interest, and the money in your ScribePay Account is not covered by the Financial Services Compensation Scheme. No other compensation schemes exist to cover losses claimed in connection with your ScribePay Account. If the E-Money Issuer becomes insolvent, your money is safeguarded under the UK Electronic Money Regulations 2011. These cover the legal obligations of electronic money institutions and are designed to protect money held in electronic money accounts like your ScribePay Account. Please see clause 15.7 in Part B of the E-Money Terms in Section 3 for further details.
11. ADDING MONEY TO YOUR SCRIBEPAY ACCOUNT
11.1 Account Limits. There are a few ways to add money to your ScribePay Account, as long as they’re within any limit that applies in relation to your ScribePay Account and/or ScribePay Card (“Account Limits”) as set out on our Fees and Limits page. There may also be a fee for the method you choose, which you can find on our Fees and Limits page.
11.2 Adding money. You can add money to your ScribePay Account (also called “Inbound Payment Methods”) by:
(a) topping up with a debit card in your name that you’ve registered with us. This method means you can instantly top-up your ScribePay Account and you can also set up automated top-ups. Automated top-ups means that you can set your top-up preferences once and the top-up will recur automatically according to your selected criteria. When you create an automated top-up request, you need to authorise the first top-up and you are also agreeing for the top-up to recur automatically. For our security purposes, we may ask you to authorise a subsequent top-up in the series at a certain point in time or after you have reached a maximum number of automated top-ups; and
(b) using one of the local transfer methods displayed in your ScribePay App. When you add money by bank transfer, you must use your ScribePay Account details as shown in your ScribePay App. When the money is received, the equivalent value of e-money will be added to your ScribePay Account.
11.3 Where to find instructions. To add money to your ScribePay Account, you’ll need to follow the instructions in your ScribePay App. The list of Inbound Payment Methods above is not a final and complete list and we can change or stop any of these methods at any time without informing you. Check your ScribePay App to see the ways you can add money to your ScribePay Account.
11.4 Third party considerations. Some of the Inbound Payment Methods that we offer to you from time to time depend on the services of third parties. You may have to agree to the terms and conditions of these third parties before you can use them.
12. SITUATIONS WHEN MONEY MIGHT NOT BE ADDED TO YOUR SCRIBEPAY ACCOUNT
12.1 When money may not be added. Money might not be added to your ScribePay Account if:
(a) your ScribePay Account has reached the maximum value of unspent funds loaded onto your ScribePay Account and available for your use (“Available Balance”) or has reached your Account Limit;
(b) your ScribePay Account is inactive or blocked;
(c) the sender of the money has not given correct/valid ScribePay account details for your ScribePay Account;
(d) fraudulent activity is suspected on your ScribePay Account; or
(e) to do so is prohibited by applicable laws.
If any of the situations above apply, the money may be returned to the sender without notifying you.
12.2 Limits on the use of your ScribePay Card and Account. You must not use your ScribePay Account for any of the reasons below:
(a) in relation to any of the following services: Tinder (or any other dating applications), weight loss, medicinal products, political, charities, adult entertainment, gambling, CBD or cigarettes (including electronic cigarettes);
(b) for any illegal purpose or in any manner that is illegal; or
(c) to purchase, send or receive cryptocurrencies.
If we suspect you’re using your ScribePay Account in a way that doesn’t comply with these Terms, your ScribePay Account may be suspended.
13. SETTING UP A SUBSCRIPTION FROM YOUR SCRIBEPAY ACCOUNT
13.1 Authorising payment for Subscriptions. You can set up a Subscription from your ScribePay Account by giving the organisation you’re paying authorisation to take the Subscription payments from your ScribePay Account using your ScribePay Card.
13.2 Timing of payment. Any Subscription payment is usually taken from your ScribePay Account at the beginning of the Working Day that it’s due. The term “Working Day” means Monday to Friday but doesn’t include bank or public holidays in England.
13.3 Ensuring you have enough Available Balance. It’s your responsibility to check that you have enough Available Balance before any payment is due. If your ScribePay Account doesn’t have enough Available Balance, any Subscription payment will be rejected.
13.4 Cancellation. You can cancel a Subscription taken from your ScribePay Account at any time up to the end of the Working Day before the payment is due. The cancellation will be effective for all future Subscriptions for that payee.
13.5 Informing the relevant party of cancellation. You’ll need to inform the organisation taking the Subscription of your cancellation. We will not be responsible if you fail to inform them and they won’t have any claim against us.
14. CHECKING YOUR SCRIBEPAY ACCOUNT BALANCE
14.1 Available Balance and transaction history. You can check your Available Balance and transaction history for your ScribePay Account through your ScribePay App. Each payment will have a unique transaction reference.
14.2 ScribePay Account statements. Your ScribePay Account statements are available at all times in your ScribePay App
15. WHAT FEES DO YOU HAVE TO PAY?
15.1 Fees and Limits. Any fees that we may charge you are set out on our Fees and Limits page. Any recurring payments may be either taken from your ScribePay Account or using the card details provided by you.
15.2 Taxes. The fees invoiced are exclusive of taxes, and you shall also pay applicable taxes and duties (including withholding taxes, value added tax, or other taxes but excluding income taxes imposed on us) at the same time as you pay the fees. If required by local law, we will provide a tax invoice that satisfies local law requirements
15.3 Annual statement. An annual statement of the fees you have paid in respect of your ScribePay Account will be available to you.
16. YOUR RESPONSIBILITIES TO US
16.1 Breach of terms and your responsibility for losses. You may be responsible for our losses in some circumstances. If you’ve broken these Terms, the Virtual Card Terms, E-Money Terms or have acted fraudulently and such breach or fraudulent actions has caused us to suffer a loss, the following will apply:
(a) you will be responsible for any losses we suffer as a result of your actions or omissions (we’ll try to keep the losses to a minimum);
(b) if your actions result in us losing profits, you may also be responsible for those losses. You won’t be responsible if this would mean that we’re compensated twice for the same loss; and
(c) you will also be responsible for any reasonable legal costs that arise as a result of your actions or omissions.
16.2 If you owe us money, we can take the amount you owe us from any amount that we’re due to pay to you. We call this our right of set-off.
17. OUR RESPONSIBILITIES EXCLUSIONS AND LIMITATIONS
17.1 Exclusions and limitations. Except for our responsibilities to you that we can’t exclude or limit, our liability to you in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty or otherwise) is excluded and limited in the following ways:
(a) we’re not responsible for any losses resulting directly or indirectly from any cause beyond our control, including but not limited to a lack of funds and/or failure of network services and failure of data processing systems;
(b) we are not responsible for any losses resulting directly or indirectly from your failure to maintain adequate security and control of any and all devices, other credentials, IDs, passwords and personal identification numbers / codes that you use to access your ScribePay Services;
(c) we’re not responsible for any loss of profits, loss of business, (in each case whether direct or indirect) or for any indirect, consequential, special or punitive losses;
(d) we’re not responsible for any losses occurring as a result of you not being able to access the ScribePay App, and you should retain records so that you can make Subscription payments by other means if needed;
(e) we’re not responsible for any losses where applicable laws mean we must break these Terms;
(f) we’re not responsible for any losses as a result of you breaking these Terms;
(g) we’re not responsible for and do not in any way guarantee the availability of any third party services or websites, and any access from the ScribePay App will be on an “as is” and “as available” basis. We do not give any warranty or guarantee that any third party websites are free from viruses;
(h) we’re not responsible for any material or content on any third party website that you access through the ScribePay App; and
(i) in all other circumstances, our liability is limited to a refund of your Available Balance.
17.2 Applicability of exclusions and limitations to Third Party Providers. The above exclusions and limitations in this section apply to any responsibility or liability of the Third Party Providers, our affiliates and partners, such as Mastercard, 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.
18. RESPONSIBILITIES TO YOU WE WON’T EXCLUDE OR LIMIT
18.1 Nothing in these Terms excludes or limits our liability:
(a) for death or personal injury resulting from our negligence;
(b) for fraud; or
(c) to the extent that such liability can’t be limited or excluded under applicable laws.
19. THE SCRIBEPAY APP
19.1 ScribePay App content and functionality. To the fullest extent permitted by law, the ScribePay App, its content and functionality, are provided on an “as is” and “as available” basis, and we make no warranty, representation or guarantee whether express, implied or statutory, with respect to the ScribePay App, its content, functionality or availability. Access to the ScribePay App may be suspended temporarily and without notice in the case of system failure, emergency maintenance, emergency upgrades or emergency repairs.
19.2 ScribePay App downtime. Without limitation to clause 19.1, the ScribePay App will be unavailable, and no transactions will be permitted to take place, during: (i) the time ranges notified to you in advance by ScribePay, to allow ScribePay to carry out planned maintenance, upgrades or repair (“Agreed Maintenance Window”); and (ii) any period outside the Agreed Maintenance Window where unscheduled maintenance, upgrades or repair is performed, provided that ScribePay has used reasonable endeavours to give you advanced notice.
19.3 Monitoring and investigation of potential misuse of ScribePay App. ScribePay may, but is not required to, monitor and/or review your use of the ScribePay App. If ScribePay becomes aware of any possible violations by you of any provision of these Terms, ScribePay reserves the right to investigate such violations. You acknowledge that we have limited control over any user content uploaded/hosted as part of provision of the ScribePay App and we do not purport to monitor the content. You are solely responsible for quality/accuracy of content and the legality by which you acquired relevant data.
19.4 ScribePay App updates. From time to time, ScribePay may (without notice and at ScribePay’s sole discretion) introduce updates to the ScribePay App, for example to introduce new and/or improved functionality. We may require you to update the ScribePay App in order to continue using the ScribePay App.
19.5 Customisation and compatibility. ScribePay is not obliged to customise any part of the ScribePay App to ensure compatibility with any third party software.
20. DATA PROTECTION
20.2 Please read third party privacy notices. When you access services of third parties and our integration partners, they will process personal data to provide the services to you and for other purposes. For more information please refer to third party privacy notices, including the privacy notices of our Third Party Providers.
21. USE RESTRICTIONS
21.1 You are responsible for complying with the law. You are responsible for ensuring that you comply with all applicable legislation.
21.2 Do not commit fraud. You warrant that you will not create fraudulent accounts. You also warrant that you will not use any fraudulent, illegal or otherwise dishonest activities in relation to the ScribePay Service. In the event of suspected fraud, we may contact you using the contact details you provided to us during the ScribePay registration process and may share your data with third parties (such as law enforcement officials) without your consent for the purposes of preventing or detecting fraud.
21.3 Do not misuse ScribePay. You must only use the ScribePay App for its intended purposes and in accordance with these Terms and ScribePay’s documentation (available on the ScribePay Website) governing the use of the ScribePay App. ScribePay is not responsible for any damage or loss you suffer as a result of misusing the ScribePay App. You must not use or access the ScribePay App in order to build a competing product or service and any features of the ScribePay App or the ScribePay Service which you can access only through use of the ScribePay Service shall be deemed to be the confidential information of ScribePay.
21.4 Do not publish offensive or malicious content. You will not publish or disseminate material that infringes or may infringe the rights (including intellectual property rights) of any individual, entity or other third party or that is unlawful, misleading, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, that may cause annoyance or inconvenience or may restrict or inhibit the use of the ScribePay App by any other user or that constitutes or encourages conduct which may be considered a criminal offence or give rise to any civil liability in any jurisdiction. You are also responsible for ensuring that any data that you upload to the ScribePay App does not contain any malicious content or technologically harmful material which could damage ScribePay’s systems or compromise the ScribePay App and/or ScribePay Service.
21.5 No spamming. Do not publish or disseminate unsolicited or unauthorised advertisements or promotional materials (including junk mail, spam, chain letters, pyramid schemes etc.) on the ScribePay App or to any other user of the ScribePay App.
21.6 Do not do anything to bring ScribePay into disrepute. You will not publish or disseminate any material that brings or may bring ScribePay into dispute or disrepute or in any way damages the standing or reputation of either ScribePay or the ScribePay Service.
22.1 Do not hack or misuse the ScribePay App. You must not misuse the ScribePay App by knowingly introducing viruses or any other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the ScribePay App, the server(s) on which the any part of the ScribePay App is hosted or any other server, computer or database connected to the ScribePay App, or to reverse engineer or decompile it (except to the extent expressly permitted by law). You must not attack the ScribePay App via any form of denial-of-service attack.
22.2 Hackers will be prosecuted. By breaching clause 22.1, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.
22.3 Anti-virus measures. We use reasonable endeavours to ensure that the ScribePay App is secure and does not contain or disseminate any viruses or material which is malicious or technologically harmful. However, we do not guarantee that the ScribePay App will be free from bugs, viruses or malicious code and we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your device, equipment, software, data or other proprietary material due to your use of the ScribePay App. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious or technologically harmful code on your device.
22.4 Do not upload malicious content. You are responsible for ensuring that any data that you upload to the ScribePay App does not contain any malicious content or technologically harmful material which could damage ScribePay’s systems or compromise the ScribePay App and/or ScribePay Service.
23. YOUR CONTENT
23.1 Your Content. You confirm that any images, text, documents and/or data you share, upload or otherwise provide ScribePay in relation to these Terms or your use of the ScribePay Services including via any in-app chat support (“Your Content”) will not breach these Terms.
23.2 You grant us a licence to use your data. We do not claim ownership in Your Content and ownership will remain with you (or the relevant third party owner). You grant ScribePay a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use your data for the purpose of providing the ScribePay Service, including but not limited to displaying, distributing, adapting, publishing, copying, editing, exploiting and creating derivative data relating to all such data (including, where applicable, allowing other users to see Your Content).
23.3 Your ownership of Your Content. You warrant that you are the owner of Your Content or you are otherwise authorised to grant us the above licence for any of content owned by a third party that you include in Your Content.
24. INTELLECTUAL PROPERTY RIGHTS
24.1 We own or license all intellectual property in the ScribePay Service. ScribePay (or our licensors, as applicable) owns all intellectual property rights in the ScribePay Service, all content displayed on the ScribePay App, including but not limited to all trade marks, patents, copyrights, database rights and other intellectual property rights of any nature and all underlying software code (“ScribePay Content”). Those works are protected by copyright laws and treaties around the world. No right, title, or interest in or to the ScribePay Content is transferred to you, and you are only granted the limited use rights set out in these Terms.
24.2 Licence to use the ScribePay App. As long as you comply with these Terms, ScribePay grants you a limited, non-exclusive, non-transferable, revocable licence for the term of these Terms to access and use the ScribePay App for your personal use only.
24.3 Do not copy or redistribute the ScribePay App or any content in the ScribePay App. You must not copy, scrape, extract, reproduce, modify, license to any third party, or sell or offer to sell to any third party any data from the ScribePay App including the ScribePay App itself. You agree not to use, or cause to be used, any manual or automated program, tool, or process, (including any scraper or spider robot), to extract, scrape, data mine, transmit, or publish, any part of the ScribePay App.
24.4 Do not interfere with any trademarks or copyright. You will not interfere with or attempt to remove any trademark or copyright notices from any content on the ScribePay App.
24.5 Derivative works. ScribePay shall own all intellectual property rights in any derivative works created by ScribePay from any data you share with ScribePay or submit or upload as a result of using the ScribePay App and you waive any moral rights that you may have in any such data.
25. SUSPENSION AND TERMINATION
25.2 Temporary restrictions. ScribePay may temporarily suspend your login credentials if we suspect or detect (in our sole opinion) any suspicious or illicit activity (e.g. unusual login attempts).
25.3 Consequences of Termination. Following termination of these Terms for any reason:
(a) you shall immediately pay to ScribePay any fees due to ScribePay under these Terms or any other applicable terms at the date of termination;
(b) you shall (at your cost) return (or at our option, destroy) all copies any confidential information specified by ScribePay which are in your possession; and
(c) the rights granted in clauses 23.2 and 24.6 shall persist post termination.
25.4 Rights prior to termination. The termination for any reason of these Terms shall not affect any right and/or liability of any party which has accrued before expiry or termination, or the continuance in force any provision of these Terms which expressly or by implication is intended to survive termination.
26.1 We may periodically make changes to these Terms, including but not limited to changes:
(a) to reflect applicable legal or regulatory requirements; or
(b) to reflect changes in the cost of running our business; or
(c) because we’re changing or introducing new services or products that affect our existing services or products covered by these Terms; or
(d) if we think it will make them easier to understand or more helpful to you; or
(e) to explain the way our business is run (for example, if the change is needed because of a change in the way any financial system or technology is provided).
26.2 Provision of notice and updated Terms. We may change these Terms as outlined above, including any Fees and Account Limits, by giving you notice by e-mail (provided you’ve given us an up-to-date e-mail address). We’ll also add the most recent version of these Terms to the ScribePay App.
If you don’t agree with a change we plan to make to these Terms, including any Fees and Account Limits, you can tell us within the applicable notice period (detailed below) before we make the change, that you’d like to close your ScribePay Account and end your Terms. Otherwise, we’ll assume you agree with the change.
26.3 The notice period. The amount of notice will depend on the type of changes we are making. All changes related to payment services and e-money including Fees and Account Limits, we will give you two months’ notice. Otherwise, we can make the change by telling you beforehand. We may add a product or service straight away if it doesn’t change the terms relating to your ScribePay Account, but we’ll always let you know before you use it.
27.1 Interpretation. In these Terms, unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted or replaced from time to time. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
27.2 Assignment. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens. You must not transfer your rights or your obligations under these Terms to another person or entity unless we give you prior written consent.
27.3 No rights for third parties. These Terms do not give rise to any rights for a third party to enforce any of these Terms, except as expressly set out in these Terms.
27.4 Publicity. During the term of these Terms, we shall be entitled to publicise the fact that these Terms have been entered into between us and if applicable, to reference your name and logo on our promotional materials.
27.5 No waiver. If ScribePay do not insist immediately that you do something you are required to do under these Terms, or if ScribePay delay in taking steps against you in respect of you breaching these Terms, that will not mean that you will not have to do those things, and it will not prevent ScribePay from taking steps against you at a later date.
27.6 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
27.7 Governing law and jurisdiction. These Terms (and any non-contractual obligations arising out of or in connection with these Terms and any claim or dispute in relation to their formation) shall be governed by and construed in accordance with the laws of England and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England. Notwithstanding the foregoing, if you are acting as a consumer (as defined under applicable laws) when entering into these Terms, you shall have the right to bring and defend claims in the courts located in your home jurisdiction.
28. CONTACT DETAILS
28.1 How we may contact you. If ScribePay need to contact you, we may do so using the contact details you provided upon registration with ScribePay.
28.2 ScribePay’s contact details. You can contact ScribePay using the following details:
28.3 In-app chat support. If made available to you, you can also contact us by using the in-app chat support function within the ScribePay App. The ScribePay customer support team will normally respond to requests within one (1) business day.
Section 2: Cardholder Agreement
This section 2 comprises the terms and conditions governing the ScribePay Prepaid Mastercard which are between you and Transact Payments Limited.
IMPORTANT INFORMATION: Please read this Cardholder Agreement carefully before activating your Account. This Cardholder Agreement becomes effective and binding on you upon your activation or use of your Card and for the entire period of validity of your Card.
1. Definitions & Interpretation:
The ScribePay electronic money account provided by Modulr FS Limited opened in accordance with Section 3 of the Customer Terms and Conditions. For the avoidance of doubt, the issuance of electronic money is not governed by this Cardholder Agreement.
These terms and conditions relating to the use of your Virtual Card as amended from time to time.
any applicable law (including but not limited to, any local law of the jurisdictions into which the Card is provided and the Program is operated including, but not limited to, the Payment Services Regulations 2017), statute, statutory instrument, act, regulation, rule, order, supervisory guidance, policy, instruction or requirement stipulated by an applicable Regulatory Authority, or interpretation promulgated or published by any Regulatory Authority, any order issued by a court having jurisdiction over a party, or any applicable rule or requirement of any Scheme related to the issuance, sale, authorisation or usage of the Virtual card and/or services to be provided under this Cardholder Agreement or such other rule as deemed valid by TPL from time to time.
The value of unspent funds loaded onto your Account and available for your use.
Monday to Friday, 9am to 5pm CET, excluding bank and public holidays in Gibraltar.
Any Virtual Card issued to you in accordance with this Cardholder Agreement.
The contact centre for dealing with queries about your Card. You can contact Customer Services by:
- using the the in-app chat support function within the ScribePay App; or
- e-mailing firstname.lastname@example.org from the email address registered to your Account.
European Economic Area.
The expiry date showing on your Card.
Any fee payable by you as referenced in the Fees & Limits Schedule.
Fees & Limits Schedule
The schedule contained at the end of this Cardholder Agreement.
Means “Know Your Customer” and constitutes our verification of your Personal Details.
A retailer or any other person that accepts e-money via the Virtual Card.
Lerex Technology with registration number 09829039 and registered address Abacus House, Caxton Place, Cardiff, CF23 8HA.
as the context requires, any Scheme and/or any regulator or agency having jurisdiction over Issuer or Program Manager related to the issuance, marketing, sale, authorisation or usage of the Cards, Program(s) or services provided under this Cardholder Agreement, including without limitation the Gibraltar Financial Services Commission.
Mastercard; Mastercard is a registered trademark of Mastercard International Incorporated.
The ScribePay mobile application that allows you to access your Account, perform Account-related activities and view Card and Transaction related information.
The use of your Card to make a subscription payment, or a purchase of goods or services from a Merchant where payment is made (in whole or in part) by use of your Card including where payment is made over the internet, by phone, in person or mail order.
Username and Password
A set of personal codes selected by you in order to access your Account.
A non-physical Card, the use of which is limited to online, phone or mail order purchases. For the avoidance of doubt, a Virtual Card cannot be used to make a cash withdrawal from an ATM or bank and any reference to such withdrawals in this Cardholder Agreement excludes the Virtual Card.
we, us or our
Transact Payments Limited (“TPL”) a company incorporated in Gibraltar with registered address 6.20 World Trade Center, 6 Bayside Road, Gibraltar, GX11 1AA company registration number 108217, and authorised by the Gibraltar Financial Services Commission as an electronic money institution, or the Program Manager acting on its behalf.
you or your
You, the person who has entered into this Cardholder Agreement with us by virtue of your use of the Card and any other person you have authorised to use any Cards in accordance with this Cardholder Agreement.
2. Your Cardholder Agreement and Card
2.1 Your Card is issued by us pursuant to a licence from the Scheme and your rights and obligations relating to the use of the Card are subject to this Cardholder Agreement.
2.2 You can download or print the latest version of this Cardholder Agreement at any time from the Website and/or request a paper copy from Customer Services.
3. Purchase and activation of your Card
3.1 To apply for, and use, a Card you must be at least 18 and a resident of the United Kingdom.
3.2 Your Card may be obtained and activated via the ScribePay App after registration and successful KYC checks.
4. Personal Details
4.1 When entering into Transactions over the internet, some websites may require you to enter your Personal Details and, in such instances, you should supply the most recent Personal Details that you have provided us with.
4.2 You must notify us of any change in your Personal Details as soon as possible by contacting Customer Services or updating the details in your ScribePay App. You will be liable for any loss that directly results from any failure to notify us of a change in your Personal Details as a result of undue delay, your gross negligence or fraud. We will need to verify your new Personal Details and may request relevant KYC information/documents from you as applicable.
4.3 We reserve the right at any time to satisfy ourselves as to your Personal Details (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or money laundering. In addition, at the time of your application or at any time in the future, in connection with your Card, you authorise us to undertake electronic identity verification checks on you either directly or using relevant third parties.
5. Loading your Card
5.1 TPL is not responsible for any funds that have not been loaded onto the Card and does not provide services for loading funds to the Card. The loading of funds is provided by the Program Manager and instructions on how to do this can be found within the ScribePay App and as detailed in clause 11 and 12 of Section 1.
6. Using your Card
6.1 Your use of the Card is subject to the fees and limits detailed in the Fees & Limits Schedule, which shall be deducted from the Available Balance. Fees and limits may vary according to the type of Card.
6.2 Unless we inform you otherwise, and subject to condition 6.6 below, you can use the Card at any Merchant who accepts the Scheme to carry out Transactions for subscriptions.
6.3 You must always ensure that you have sufficient Available Balance for each Transaction you authorise (including value added tax and other taxes, duties and applicable fees). If the Available Balance is insufficient to pay for a Transaction, some Merchants may not permit you to combine the use of your Card with other payment methods.
6.4 If for any reason a Transaction is carried out but its amount exceeds the Available Balance, you must pay us the deficit immediately, and if you fail to do so after receiving a notification from us, we reserve the right to take all necessary steps, including legal action, to recover this deficit.
6.5 Your Card cannot be used where such Merchants are unable to obtain online authorisation that you have sufficient Available Balance for the Transaction. We accept no liability if a Merchant refuses to accept payment using the Card.
6.6 We do not recommend using a Virtual Card to purchase an item over the internet that subsequently would require the presentation of a physical reference device in order to obtain that item. Examples include certain theatre ticket purchases, hotel stays, car rentals, and online purchases picked up in person.
6.7 You must not use the Card for:
- Payments that are not subscriptions
- Subscriptions to betting or gaming services;
- Subscriptions to dating or escort services;
- Subscriptions to weight loss services;
- Subscriptions to political organisations;
- Subscriptions to charitable organisations; or
- any illegal purposes.
7. Authorising Transactions
7.1 You will need to give your consent to each Transaction so that we can check it is genuine by, where applicable, providing the Card details and/or providing any other details personal to you and/or your Card. Once you have given such consent to the Transaction, it will be deemed to be authorised.
7.2 The time of receipt of a Transaction order is when we receive it. If a Transaction order for a redemption is received after 4pm on a Business Day then it will be deemed to have been received on the next Business Day.
7.3 Once a Transaction has been authorised by you and received by us, it cannot be revoked.
7.4 Certain Merchants may not accept payments made through the Card and we accept no liability for this: it is your responsibility to check the restrictions of each Merchant.
7.5 Your ability to use or access the Card may occasionally be interrupted, for example if we need to carry out maintenance on our systems or websites. Please contact Customer Services to notify us of any problems you are experiencing using your Card and we will try to resolve these as soon as possible.
8. Managing & Protecting Your Card
8.1 You are responsible for your Virtual Card & ScribePay App and any related security details and must take all possible measures to keep them safe and entirely confidential. Failure to comply with this condition 8 may affect your ability to claim any losses in the event that we can show that you have intentionally failed to keep the information safe or you have acted fraudulently, with undue delay or with gross negligence. In all other circumstances, your maximum liability shall be as set out below at condition 13.
8.2 If you believe that someone else knows your Card details, you must notify us by contacting Customer Services immediately.
8.3 In the event that we suspect or believe that your Card may be subject to any fraud or security threats, we will notify you securely via telephone or email during which we will ask you to answer security questions.
9.1 If you have ordered your Card online, you may cancel it free of charge before activating and using it, and up to 14 calendar days after the date of activation (the Cancellation Period) by writing to Customer Services. This does not apply to replacement Cards where the cancellation period for the original Card has expired.
9.2 You may also terminate your Virtual Card at any time by contacting Customer Services.
10. 3D Secure
In order to help reduce fraud and provide extra security for your payments, you will be required to use the 3D Secure service (also known as ‘Mastercard SecureCode’, ‘Identity Check’) (“3DS Service”) when making online payments.
i You must keep your security information (including your 3DS One Time Passwords) safe and confidential at all times.
ii If you think someone may be accessing your Account or the 3DS Service without your authority you must notify us immediately.
10.2 Use of your Information
i We may use the data you supply to us in relation to the 3DS Service to administer the service.
ii We will not share your information with online retailers; however, details may be supplied to third parties if this is required for a legal or regulatory reason.
iii You must keep your information up to date at all times. If there is a change to your personal details, you must notify us immediately by contacting Customer Services or by updating your personal details in the ScribePay App.
10.3 Changes to the 3DS Service
i We may make changes to the 3DS Service in order to update or improve it or to reflect requirements imposed by us by any party which assists us in providing the 3DS Service.
ii We may make changes with immediate effect if required to do so by any law or regulatory requirement affecting us.
10.4 Suspension or Termination of the 3DS Service
i We may suspend, restrict use or terminate the 3DS Service where:
- There is a breach of security;
- There is a legal or regulatory requirement to do so;
- In exceptional circumstances if we are required to do so by Mastercard International or any third party which assists us in providing the 3DS Service.
i Unless you are a victim of fraud, you may be responsible for all transactions carried out and verified with your 3DS One Time Passwords.
ii We shall not be liable for any failures of the 3DS Service caused by any systems failing or other events which we cannot reasonably control.
11.1 This Cardholder Agreement shall terminate on the Expiry Date unless you are issued with a replacement Virtual card.
12. Termination or Suspension of your Card
12.1 When this Cardholder Agreement is terminated, your Account is closed. We may terminate this Cardholder Agreement at any time by giving you two months’ advance notice (which will be sent to the email address that you have provided to us).
12.2 We can suspend your Card, restrict its functionality or terminate this Cardholder Agreement at any time with immediate effect if:
i. you haven’t given us the information we need or we believe that any of the information that you have provided to us was incorrect or false; or
ii. a Transaction has been declined because of a lack of Available Balance or you do not repay money that you owe to us; or
iii. you fail to provide the Personal Data necessary for us to comply with our legal obligations and to fulfil this Cardholder Agreement; or
iv. we reasonably suspect that the security of the Card has been compromised or that you, or any third party, have used, or intend to use the Card in a grossly negligent manner or for fraudulent or other unlawful purposes; or
v. we believe that your use of the Card may result in harm to us or our systems; or
vi. your agreement with Modulr FS Limited under Section 3 of this Agreement has been suspended, restricted or terminated; or
vii. we believe that your continued use of the Card may damage our reputation; or
viii. you become bankrupt; or
ix. we are required to do so under Applicable Law or where we believe that continued operation of the Program may be in breach of Applicable Law; or
x. you do not access your Account for 3 years; or
xi. we cannot process your Transactions due to the actions of third parties; or
xii. you have breached this Cardholder Agreement.
12.3 In the event that we do suspend or terminate your Card then, where lawfully permitted, we shall notify you in advance or as soon as possible afterwards. We may advise anyone involved in the Transaction if a suspension has taken place.
12.4 Unless or until you or we terminate this Cardholder Agreement, this Cardholder Agreement will remain in force.
13. Loss or Theft of Your Card
13.1 You are responsible for protecting your Virtual Card as if it were cash in your wallet.
13.2 You must contact us without delay by calling us on 0203 7158293 or reporting your card lost/stolen within the ScribePay App if you know or suspect that a Card is lost, stolen, misappropriated or subject to unauthorised use or that any Card-related security details are known to an unauthorised person or you think that a Transaction has been incorrectly executed.
13.3 If our investigations reveal that you authorised a disputed Transaction or that you acted fraudulently or that you negligently or with intent breached the terms of this Cardholder Agreement), you may be liable for any loss we suffer due to use of the Card.
13.4 Once a loss, theft or unauthorised use of your Card is reported, use of the Card shall be blocked to avoid further losses.
13.5 You agree to cooperate with our agents, any Regulatory Authority, the police and us if your Card is lost, stolen or if we suspect fraudulent use of the Card.
13.6 In the event that you inform us of an unauthorised or incorrectly executed Transaction without undue delay, and in any event no later than 13 months after the debit date, we will refund the amount immediately unless we have any reason to believe that the incident may have been caused by a breach of this Cardholder Agreement, through gross negligence or we have reasonable grounds to suspect fraud.
13.7 In the event of a non-executed or defectively executed Transaction, we will make immediate efforts to trace the Transaction and will notify you of the outcome. We will not charge you for such efforts. In the event that we are liable for such Transaction, we will refund the amount, together with the amount of any resulting charges to which you may be subject, without undue delay.
13.8 In the event that a Transaction that was executed within the EEA arrived later than it should have according to the terms of this Cardholder Agreement, you may request that we contact the receiving payment institution to ask them to treat it as if it was made on time.
13.9 In the event that a payment is debited from your Account by a service to which you subscribe, we will provide a refund of that amount, subject to condition 13.10, only in circumstances where you can prove that:
13.9.1 you did not know the final amount when you authorised the payment; and
13.9.2 the amount of the Transaction exceeded the amount that you could have reasonably expected to pay, taking into account your previous spending pattern (but excluding increases resulting from currency exchange rate fluctuations), the terms of this Cardholder Agreement and the relevant circumstances of the case; and
13.9.3 you ask for a refund within 8 weeks of the date the payment left your Account.
13.10 The refund referred to in 13.9 will not be provided if:
13.10.1 you had given your consent to execute the Transaction directly to us; or
13.10.2 information on the Transaction was made available to you at least 4 weeks before the due date of the Transaction.
14. Payment Disputes
14.1 If you dispute a Transaction that you have authorised and which has been processed on your Card, you should settle this with the person you bought the goods or services from; we are not responsible for the quality, safety, legality or any other aspect of goods or services purchased with your Card.
14.2 If your dispute with a Merchant relating to a Transaction cannot be resolved you should contact us at Customer Services, and we will attempt to assist you as far as is reasonably practicable.
14.3 If you have reason to believe that a Transaction was carried out without your consent or in error, you may ask us to investigate the Transaction. If we investigate the Transaction, the disputed amount will be unavailable to spend until our investigation is complete and if we receive information that proves the Transaction was genuine, this will be deducted from your Available Balance and we may charge you an investigation fee of up to £10.
15. Foreign Exchange
15.1 If you use your Card in a currency other than the currency in which your Card is denominated (“Foreign Currency Transaction”), the amount deducted from your Available Balance will be the amount of the Foreign Currency Transaction converted to your Card currency using a rate set by the Scheme on the date the Transaction is authorised.
15.2 You may also be charged a foreign exchange Fee as set out in the Fees & Limits Schedule. In order to allow you to compare charges for currency conversion, you can view the real-time percentage difference between the amount that will be charged on your Card for a Foreign Currency Transaction (consisting of the mark-up applied by the Scheme as well as any other charges) and the latest available euro foreign exchange reference rates issued by the European Central Bank. You can view this information on the ScribePay App prior to making a Foreign Currency Transaction.
16. Our Liability
16.1 We shall not be liable for any loss arising:
i. from any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds and/or failure of network services;
ii. from any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
iii. from any use of this Card that is contrary to this Cardholder Agreement;
iv. for goods or services that are purchased with the Card;
v. for any damages due to loss, fraud or theft that you have reported to us 13 months or more after the event;
vi. from any failure to perform duties that we may owe to you under the Financial Services and Markets Act 2000 or under the rules of the Financial Conduct Authority; and
vii. for any other liability which cannot be excluded or limited under Applicable Law.
16.2 We will not be liable to you if your contact details have changed and you have not told us.
16.3 Where the Card is faulty due to our default, our liability shall be limited to replacement of the Card.
16.4 Nothing in this Cardholder Agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
16.5 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
16.6 The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates such as the Schemes, and other suppliers, contractors, distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Cardholder Agreement.
17.1 Should you wish to make a complaint about your Card, you may contact Customer Service (email@example.com) to submit details of such complaint.
17.2 Upon our receipt of your emailed complaint, we shall endeavour to respond to you as quickly as possible but in any event we shall reply to you by return email within 15 Business Days.
17.3 If, having received a response from our Customer Services team, you are unhappy with the outcome, you can escalate your complaint to TPL’s Complaints Department by writing to firstname.lastname@example.org
17.4 If TPL’s Complaints Department is unable to respond to your complaint immediately, you will receive confirmation that your complaint has been received and a formal investigation will be conducted. You will receive a formal response of their findings within 35
Business Days of receipt of your complaint.
17.5 We will make every effort to reach a resolution to your complaint and will fully explain the reasoning behind our decision.
17.6 In the unlikely event that we are unable to resolve your issue to your satisfaction you have the right to refer your complaint to the Financial Services Commission at: Payment Services Team, Financial Services Commission, PO Box 940, Suite 3 Ground Floor, Atlantic Suites, Europort Avenue, Gibraltar or email email@example.com.
18. General Communication
18.1 Any communication from us to you will be given by notification on your app/or by email to firstname.lastname@example.org. (using the latest contact details with which you have provided us).
18.2 You may contact us via Customer Service, the details of which are set out in condition 1.
19. Personal Data
19.1 TPL is the Data Controller of your Personal Data associated with the application for and use of this Card and will collect certain information about the purchaser and the users of the Card in order to operate the Card program. Your provision of your Personal Data and our processing of that data is necessary for each of us to carry out our obligations under this Cardholder Agreement. At times, the processing may be necessary so that we can take certain steps, at your request, prior to entering into this Cardholder Agreement. If you fail to provide the personal data which we request, we will take steps to terminate this Cardholder Agreement in accordance with condition 12.2 (iii) above.
20. Changes to the Terms and Conditions
20.1 We may update or amend this Cardholder Agreement at any time on at least 2 months’ advance notice, which shall be given, by e-mail (using the latest contact details you have you have provided us with).
20.2 If you do not agree with the changes to the Cardholder Agreement, you may at any time within the 2-month notice period terminate your Cardholder Agreement in accordance with condition 10 and can redeem any funds remaining on your Card without incurring a Fee. You will be deemed to have accepted any change to this Cardholder Agreement unless you notify us before the proposed date of the change.
20.3 If any part of this Cardholder Agreement is inconsistent with any regulatory requirements then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
21.1 The English language version of this Cardholder Agreement and of any communications and Website content will prevail over any other language version which we may issue from time to time.
22. Governing Law
22.1 This Cardholder Agreement is governed by Gibraltar law.
23.1. You agree to the non-exclusive jurisdiction of the courts of Gibraltar.
24.1. Any delay or failure to exercise any right or remedy under this Cardholder Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
24.2. The Card is a payment service product and not a deposit or credit or banking product and, as such is not governed by the Deposit Security Scheme of Gibraltar. Please refer to clause 15.7 of Section 3 (Part B) in relation to the safeguarding of your funds.
24.3. If any provision of this Cardholder Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
24.4. You may not assign or transfer any of your rights and/or benefits under this Cardholder Agreement and you shall be the sole party to the contract between us. You will remain liable until all Cards issued to you are cancelled or have expired and all sums due under this Cardholder Agreement have been paid by you in full. We may assign our rights and benefits under this Cardholder Agreement to a third party and may subcontract any of our obligations under this Cardholder Agreement.
Virtual Card Limits Table
Virtual Card Fee Table
Section 3: Agency Banking Terms & Conditions (Part A)
MODULR INTRODUCED CLIENT TERMS OF BUSINESS
Modulr is a provider of Modulr Products (as described in the Introduced Client Application Form), which includes the provision of an electronic account for businesses. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client (named in the Introduced Client Application Form).
These Introduced Client Terms of Business, together with the Introduced Client Application Form and the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr and the Introduced Client.
THE PARTIES AGREE AS FOLLOWS:
1.1 In these Introduced Client Terms of Business: (a) a reference to a clause is a reference to a clause in these Introduced Client Terms; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. Modulr Products
2.1 Modulr will make available to the Introduced Client such products that are described in the Introduced Client Application Form.
2.2The Account is provided by Modulr FS to the Introduced Client in accordance with the Modulr Account Terms and Conditions. Modulr Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.
2.3 The Introduced Client can use the Account to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).
2.4 The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised.
2.5 From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.
2.6 The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement.
2.7 The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.
3. Authorised Users
3.1 Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.
3.2 The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User.
3.3 Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.
3.4 The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.
3.5 The Introduced Client shall ensure its Authorised Users;
3.5.1 take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and
3.5.2 do not share any information that would enable another party to access the Introduced Client’s Modulr Account.
3.6 The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.
3.7 The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had one full business day to act on any received notice. This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform.
3.8 Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User. In this instance if additional Authorised Users are required they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.
4. Accessing Modulr Products through a Partner Platform
4.1 In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.
4.2 The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.
4.3 The Introduced Client acknowledges and agrees to the following:
4.3.1 it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
4.3.2 the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
4.3.3 it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
4.3.4 the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
4.3.5 the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and
4.3.6 it will only use the Account for the purpose set out in the Partner Platform Agreement.
4.4 On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions.
4.5 If the Introduced Client has any complaint or concern relating to the Modulr Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.
5. Customer Services
5.1 The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users or Transaction information so that it can verify the identity of an Authorised User and/or the Modulr Products provided to such Introduced Client.
5.2 Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.
5.3 As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.
6. Fee Payment
6.1 The Introduced Client agrees to pay the Fees as set out in the Introduced Client Application Form.
7. Term and Termination
7.1 This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.
7.2 The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
7.3 Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
7.4 Modulr may terminate this Agreement immediately if, for any reason, the Introduced Client is unable to satisfy the Due Diligence Procedures.
7.5 This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
7.6 On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr FS such amount equal to the negative balance.
8. Intellectual Property
8.1 The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement.
8.2 Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.
9. Force Majeure
9.1 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.
10. Assignment Transfer and Subcontracting
10.1 The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr.
10.2 The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement.
10.3 In the event of any transfer of this Agreement by Modulr to another service provider; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer Services. On receipt of such notification, Modulr it will terminate this Agreement. Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.
11.1 Nothing in this Agreement will operate to limit either party’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors.
11.2 Modulr makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
11.3 The Introduced Client acknowledges and agrees that Modulr is not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control or restriction measures implemented from time to time, unless such loss, liability or damage is a direct result of Modulr’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced Client.
11.4 Modulr shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or an Authorised User’s use or inability to use of the Modulr Products.
11.5 The Introduced Client agrees to 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 if the Introduced Client, or an Authorised User, has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.
11.6 Modulr shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.
12.1 Modulr may make available certain management or other reporting or business administration functionality via the Website.
12.2 Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.
13. Data Privacy
13.1 Modulr will collect and retain personal information about the Introduced Client and each Authorised User to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about it. Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client.
13.2 Modulr processes personal information in accordance with relevant laws on the protection of personal data.
13.3 If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data.
14. Changes to the Agreement
14.1 Modulr may amend or modify this Agreement by giving sixty (60) days’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform.
14.2 The Introduced Client has no obligation to accept such amendments proposed by Modulr.
14.3 The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect. In such circumstance, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions. In this circumstance the Introduced Client will not be charged a fee for the Account closure and return of any balance.
15.1 In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.
15.2 Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time.
15.3 In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.
15.4 The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.
15.5 This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
15.6 This Agreement is governed by the laws of England and the Introduced Client agree to the non-exclusive jurisdiction of the English courts.
The Modulr Account Terms and Conditions (Part b)
The Partner Platform Account Terms and Conditions
Please read these Terms and Conditions carefully before you agree to use a Partner Platform Account or any related services provided by or through us.
These Partner Platform Account Terms and Conditions, together with the Partner Platform Terms of Business and the Partner Platform Application Form constitute the entire Agreement between Modulr and the Partner Platform.
By signing the Partner Platform 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 Services using the contact details in the Partner Platform Application Form.
Account – The electronic account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.
Account Information Service Provider – means a third party payment service provider who is authorised by or registered with the Financial Conduct Authority or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.
Account Limits – Maximum limits you can have 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.
Account Manager – The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.
Account Owner – The entity legally responsible for an Account.
Agreement – The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business and the Introduced Client Application Form, which constitute the entire agreement between you and Modulr.
Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct Modulr Accounts via the Introduced Client’s or the Partner Platform’s own application.
AML Policy – Modulr’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Modulr.
Applicant – A customer of the Partner Platform who applies for Modulr Products but is yet to be accepted by the Modulr as an Introduced Client.
Available Balance – The value of funds available on your Account.
Bacs Credit – Means Bacs Direct Credit. A service enabling organisations to make payments to an account which takes 3 Business Days for the funds to be cleared.
Business Days – Monday to Friday between the hours of 9am-5pm but does not include bank holidays, or public holidays in the United Kingdom.
CHAPS – the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.
Commencement Date – the date set out in the Introduced Client Application Form.
Confidential Information – any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.
Customer Services – The contact centre for dealing with queries about your Account. Contact details for Customer Services can be found in the Introduced Client Application Form.
Data Protection Laws – the following, to the extent they are applicable to a Party: the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable supervisory authority;
Due Diligence Procedure – Modulr’s procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations.
Faster Payment – A service allowing you to make and receive electronic payments in the UK which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.
Fees – those fees payable by the Introduced Client and set out in the Introduced Client Application Form.
Information – Means any information related to the organisation, and any personal information related to Account Manager.
Intellectual Property Rights – 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;
Introduced Client Application Form – The application form identifying the parties, Modulr Products to be provided and commercial terms that forms part of the Agreement between an Introduced Client and Modulr.
Introduced Client – Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant).
Introduced Client Terms of Business – The terms on which Modulr provides Modulr Products to the Introduced Client.
Modulr – Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd.
Modulr Account Terms and Conditions – This agreement, between Modulr FS and the Introduced Client which governs the terms on which the Introduced Client may use its Account.
Modulr Products – those products, including but not limited to the Account referred to in the Introduced Client Application Form.
Online Portal – means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform.
Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with by the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at your request on your Account.
Partner Platform – A third party that is permitted by Modulr and Modulr FS to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.
Partner Platform Agreement – an agreement between the Account Owner and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement.
Regulator – the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom.
Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it.
TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider.
we, us, our or Modulr FS – Modulr FS Ltd, a company registered in England and Wales with number 09897919 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf.
Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products.
you, your – The Account Owner, also referred to as an Introduced Client.
2. ACCOUNT LIMITS
2.1 Limits may apply to the maximum value of an individual payment Transaction, the maximum aggregate value of all payment Transactions made from your Account in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe.
2.2 The limits that apply to your Account will be communicated to you during the Account set-up process. 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 Services. Any payment Transaction request which exceeds such limits will be rejected.
2.3 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 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 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
3.3 You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.
3.4 You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
4. OPENING YOUR ACCOUNT
4.1 Your Account will be opened on your behalf by the Partner Platform. You may only hold an Account so long as you remain an approved client of the Partner Platform that provided you with your account details.
5. USING THE ACCOUNT
5.1 Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent.
5.2 Your Account can also receive internal transfers from other Modulr Accounts owned or controlled by the Partner Platform, which apply instantly.
5.3 An incoming payment will not be credited to your Account if:
5.3.1 the Account has reached the Account Maximum Balance or Account Limits; or
5.3.2 the Account is inactive or blocked or terminated; or
5.3.3 the sender has provided incorrect/invalid Account Details for your Account; or
5.3.4 we suspect the payment to be fraudulent.
5.4 If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you.
5.5 Your Account will be configured and operated by the Partner Platform. You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform.
5.6 Your Account can make payments out to external bank accounts via Faster Payments and other methods as added and notified to you by the Partner Platform from time to time.
5.7 A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials. Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.8 below.
5.8 The following Transactions may be withdrawn:
5.8.1 any Transaction which is agreed to take place on a date later than the date you authorised it, provided that notice is given no later than close of business on the business day before the Transaction was due to take place; and/or
5.8.2 Transactions due to take place on a future date.
5.9 If we refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal. If possible, we will provide the reasons for the refusal and where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
5.10 The Available Balance on your Account will not earn any interest.
5.11 You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.
5.12 You will be provided with a monthly statement by the Partner Platform or us (using the details we have associated with your Account).
6. THIRD PARTY ACCESS
6.1 You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.
6.2 We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.
6.3 If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.
7. CLOSING YOUR ACCOUNT
7.1 You may close your Account by contacting Customer Services. Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account.
7.2 The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction).
7.3 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours for a period of six years from the date of Account closure. Within this period, you may at any time request a refund by contacting Customer Services. You will not have any access to your Account and we will not return any funds remaining on the Account after six years from the date of Account closure and this Agreement will terminate.
8. YOUR LIABILITY AND AUTHORISATIONS
8.1 You are responsible for understanding and complying with the Agreement including these Terms and Conditions.
8.2 We may restrict or refuse to authorise any use of your Account if using your Account is causing or could cause a breach of these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with your Account.
8.3 You or the Account Manager must not:
8.3.1 allow another person to use security information related to the Account,
8.3.2 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
8.3.3 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.
8.4 You will be liable for all Transactions that take place as a result of you or the Account Manager 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.
8.5 You will be liable for all Transactions that the Partner Platform or any other Account Manager makes on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
8.6 You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Account security information such as but not limited to the Online Portal log in details and API security details, if you or the Account Manager fail to keep the security features of the Account safe.
8.7 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.
8.8 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.
8.9 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.
9. DISPUTES AND INCORRECT TRANSACTIONS
9.1 If you have a reason to believe that a Transaction on your Account was unauthorised or was made incorrectly, you must inform us immediately by contacting Customer Services, but in any event within 13 months of the date of the relevant Transaction.
9.2 If you dispute a Transaction:
9.2.1 subject to 9.2.2 and 9.2.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction.
9.2.2 if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund.
9.2.3 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.
9.3. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.
9.4 You will be liable for all Transactions made from your Account if you have acted fraudulently.
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, or
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 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 the we are permitted by law).
12. OUR LIABILITY
12.1 Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
12.1.1 we shall not 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 we shall not 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 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 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 with all assistance that we reasonably require.
12.3 Nothing in these Terms and Conditions shall exclude or limit our liability 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
13.2 You must update any changes to your Information by contacting Customer Services.
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 Services.
14.2 All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.
14.3 In most cases we will provide a full response by email to your complaint within fifteen business days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five days of the date we received your complaint.
14.4 If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
15.1 Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.
15.4 Save for Modulr, who acts on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
15.5 These Terms and Conditions contain the information set out in Schedule 4 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services.
15.6 These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.
15.7 The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from your Account. In the event that we or Modulr become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.
16. CONTACTING CUSTOMER SERVICES
16.1 Customer Services are provided by the Partner Platform. The details are available in your Introduced Client Application Form.