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BASIC ACCESS MODULE

BA1 Parties

The Agreement is between Provider and you ("you" and "your").

To use the Service, you must complete all required information elements on the Service registration website. You must provide current, complete and accurate information and maintain it as current and accurate during your use of the Service. Provider may require you to provide additional information as a condition of continued use of the Service, or to assist in determining whether to permit you to continue to use the Service. You agree to provide such information as Provider may require in this regard, including information necessary to validate your identity.

BY CLICKING "I AGREE TO THE TERMS AND CONDITIONS" YOU AGREE TO BE BOUND BY THE AGREEMENT.

The Agreement is made of a modular structure. The modules available to you to be incorporated into your Agreement are divided into four levels:

  • the basic level (Basic Access module, Brand module, and Charges and Limits) - these modules are compulsory and are automatically selected for you depending on the branded service you select;
  • the access level (Consumer module, Business module and Developer module);
  • the functionality level (modules in this level are function modules and give you the functionality to interact with the Service e.g. load funds or redeem funds);
  • the financial instrument level (modules on this level give you an actual payment instrument with which to make transactions e.g. virtual prepaid cards or physical prepaid cards).

These modules are the building blocks that make up the agreements with Provider (and any party issuing a financial instrument) and you.

The Developer Agreement allows you to develop Applications based on the Provider Service and then launch them for commercial purposes.

BA2 Defined Terms

Any defined term in the Agreement (or the Developer Agreement) not set out in this module can be found in the other modules that constitute the Agreement (or the Developer Agreement).

See the address provided in the Brand module.

"Account Address" Your address registered with Provider in the Sign Up Process or as notified by you under the Agreement.
"Address" See the address provided in the Brand module.
"API" Each of Provider's proprietary application programming interfaces, which are used by Developers to interface with the Provider Service.
"Application" A third party software application that contains embedded calls to an API. An Application may run on a web-based or non web-based platform.
"Agreement" The agreement comprised of the Basic Access module, the Charges and Limits, the Consumer module or the Business module (as appropriate), all the function and financial instrument modules selected by you in the Sign Up Process, and any function or financial instrument modules selected after the Effective Date.
"Business Day" As defined in the relevant financial instrument module.
"Consumer" An individual who for the purposes of the Service is acting in a capacity other than for his business, trade, vocation or profession.
"Charges and Limits" The relevant Charges and Limits depend on the brand of Service you choose - see Brand module.
"Developer" An Enterprise that has selected the Developer module during the Sign Up Process.
"Developer Agreement" The agreement between you and the Provider as constituted by the Basic Access module and the Developer module to allow you to develop Applications. This agreement is distinct from the Agreement.
"Effective Date" The date on which the relevant agreement is agreed by Provider and you.
"E-mail Address" See the e-mail address provided in the Brand module.
"e-money" lectronic money as defined in Article 2(2) of Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions.
"Enterprise" Any person who for the purposes of the Service is engaged in an economic activity, irrespective of its legal form. For the avoidance of doubt, an individual acting for the purposes of his business, trade, vocation or profession is an Enterprise.
"Funding Transaction" As defined in Load module.
"Governmental Authority" Any supra-national, national, federal, state, municipal, county, local or other authority with the power to administer, make or enforce rules or laws.
"Intellectual Property Rights" The patents, registered and unregistered designs, copyright and all other intellectual property protection (including trade marks, trade names and domain names) enforceable by Provider.
"Issuer" The party that provides the relevant Payment Instrument. The identity of the Issuer of a Payment Instrument is set out in the relevant financial instrument module providing that Payment Instrument.
"Merchant" As defined in the relevant financial instrument module.
"Micro-Enterprise" An Enterprise which employs fewer than 10 persons and whose annual turnover or annual balance sheet total does not exceed €2 million.
"P2P Transaction" As defined in the P2P Paylet module.
"Payment Instrument" As defined in the relevant financial instrument module.
"PSR" The Payment Services Regulations 2009.
"Payment Transaction"
  1. A payment, or a purchase of goods or services from a Merchant where payment is made (in whole or in part) by use of a Payment Instrument, including where payment is made over the internet, by phone or mail order;
  2. a cash withdrawal made from an ATM or bank using the Payment Instrument, plus any transaction fees charged by Provider, the issuer of the Payment Instrument or any third party in connection with the cash withdrawal;
  3. a Funding Transaction;
  4. a Redemption Transaction;
  5. a Transfer Transaction;
  6. a P2P Transaction;
  7. a Payout Transaction.
"Payout Transaction" As defined in the Payout Paylet module.
"Provider" See Brand module.
"Provider Account" The online information account that sets out the balances of the various Payment Instruments you have selected and all the associated transactions and instructions. For the avoidance of doubt, the Provider Account is not a payment account as defined in regulation 2(1) PSR and cannot be used to execute payment transactions as defined in regulation 2(1) PSR. The Provider Account is an interface that allows you to execute Payment Transactions using your Payment Instruments.
"Provider Service" The Provider payment products and services, and any other features, technologies or functionalities offered by Provider
  1. on a Provider owned or operated website or through any other means, or
  2. for use via a Provider Account.
"Redemption Transaction" As defined in the Redemption module.
"Sign Up Process" The process by which you apply through Provider's website to become and are accepted as a customer of Provider and are able to use the Service and/or the Provider Service.
"Service" The service as defined in provision BA3.
"Transfer Transaction" As defined in the Transfer module.
"User" As defined in the relevant financial instrument module.
"Username and Password" A set of personal codes selected by you to access the Provider Account.
"we", "us" and "our" Provider.
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.
  • Words in the singular shall include the plural and vice versa.
  • A reference to one gender shall include a reference to the other genders.
  • A reference to any party shall include that party's personal representatives, successors, permitted assignees or permitted transferees.
  • A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time. A reference to a statute or statutory provision shall include any subordinate legislation made from time to time.
  • A reference to "writing" or "written" includes e-mail.
  • Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.
  • A reference to the Agreement or to any other agreement or document referred to in the Agreement is a reference to the Agreement or that other document or agreement as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
  • Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

BA3 Service and Agreement

The "Service" is an online interface that offers and links you to a variety of payment functionalities. Payment functionalities are provided either by Provider or by third parties, and may be added to the Service on an individual basis. Each payment functionality is covered by a module of the Agreement, which describes how it works and which sets out the rights and obligations of the parties in relation to it. You must agree to the relevant module before you can use the functionality. You may only register for the Service once (except as explained below) and must not allow another person access to the Service under your identity.

The Agreement consists of the modules selected in the Sign Up Process and any further modules selected after the Effective Date. Either party may withdraw a module from the Agreement without terminating the Agreement.

An individual may select both the Consumer module and the Business module. Where an individual does select both the Consumer module and the Business module that person has entered into two separate Agreements with Provider, a consumer agreement and a business agreement. The consumer agreement ("Consumer Agreement") consists of the Basic Access module, the Consumer module, the Charges and Limits, all the function and financial instrument modules selected by you in the Sign Up Process, and any function or financial instrument modules selected after the Effective Date. The business agreement ("Business Agreement") consists of the Basic Access module, the Business module, the Charges and Limits, all the function and financial instrument modules selected by you in the Sign Up Process, and any function or financial instrument modules selected after the Effective Date.

An Enterprise that is not an individual may not select the Consumer module only the Business module.

The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement. Nothing in this provision shall limit or exclude any liability for fraud.

BA4 Registration

Through the Sign Up Process you will register your details with Provider by providing all information requested (and anything else requested). You will create a Username and Password. You will need this Username and Password to perform the following functions in relation to the Provider Account online:

  • Changing your registered details.
  • Checking the amount of stored funds on your Payment Instruments.
  • Checking Payment Transaction details for each of your Payment Instruments.
  • Reporting a Payment Instrument as lost, stolen or misappropriated.
  • Changing your Password.

You must keep your Username and Password safe. Failure to keep your Username and Password safe 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. You must not disclose your Username and Password to anyone else. You must take all reasonable steps to prevent anyone else from learning your Username and Password. If you believe that someone else knows your Username and Password, you should contact us immediately.

You must notify us within seven days of any change in the Account Address or your other contact details. You can notify us by updating your profile online or by contacting Provider's customer services who may require you to confirm such notification in writing. You will be liable for any loss that directly results from any failure to notify us of such a change as a result of undue delay, your gross negligence or fraud. We may need to verify your new Account Address and may request the relevant proofs from you.

We reserve the right at any time to satisfy ourselves as to your identity and home/registered address (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 the Service, you authorise us to perform electronic identity verification checks directly or using relevant third parties.

If your selected financial instrument module(s) permit it, you may register individuals as Users to use your Payment Instrument(s). You must

  1. provide their names and any other details that Provider requires, and
  2. give copies of the Agreement to them and confirm their acceptance of the terms of the Agreement. Please note that although for any given Payment Instrument there may be multiple physical cards (or similar) these cards will correspond to a single e-money wallet for which you remain the holder of the e-money issued by the relevant Issuer and solely responsible for.

BA5 Intellectual Property

The Intellectual Property Rights in or related to the Service are the property of Provider. Provider retains and reserves title and full ownership of the Intellectual Property Rights. Any other intellectual property rights in or related to the Service are validly licensed by Provider for the provision of the Service.

Any software supplied by Provider as part of or related to the Service is licensed to you under a non-exclusive non-transferrable licence to use the software for the duration of the Agreement. You undertake not to decompile, disassemble, reverse engineer or otherwise attempt to derive source code from such software, whether in whole or in part.

BA6 Data Protection

For information about Provider data protection practices, please read Provider's Privacy Policy, which is incorporated into the Agreement in the Privacy Policy. This policy explains how Provider treats your personal information, and protects your privacy, when you use the Service.

You agree to the use of your data in accordance with Provider's Privacy Policy.

BA7 Charges

The charges for the Service are set out in the Charges and Limits.

BA8 Service and Third Parties

You acknowledge that the provision of the Service by Provider is dependent on the provision of services by third parties. Except to the extent agreed in the Agreement, Provider will not be responsible or liable to you for any failure to provide the Service (for whatever reason or in whatever circumstances) other than default or negligence on the part of Provider if such failure occurs as a direct result of the termination, suspension or other failure of services from a third party.

Provider will in the event of failure of services by a third party employ all reasonable efforts to re-establish the services within a reasonable period of time.

Provider may suspend all or part of the Service because of concerns of security or the volatility of the financial markets.

Your ability to use or access the Service may occasionally be interrupted, for example, if we need to carry out maintenance on our systems. Please contact the Provider at the E-mail Address to notify us of any problems you are experiencing and we will try to resolve any problem.

BA9 Information and Anti-Money Laundering

You will provide all information and other assistance that Provider requires you to provide in order to prevent the Service being used for fraud, money laundering or terrorist financing. You will keep all information provided to Provider up to date and inform Provider as soon as possible of any changes to that information.

You acknowledge that Provider's obligations under legislation designed to combat money laundering and terrorist financing may result in the refusal to execute Payment Transactions, the suspension of the Service immediately and without notice.

Notwithstanding any other provisions of the Agreement, Provider is neither restricted from making a confidential disclosure to Serious Organised Crime Agency or any other Governmental Authority responsible for fraud, anti-money laundering enforcement or proceeds of crime offences, nor required to notify you in such circumstances.

We may share information provided by you with other persons in cases of suspected fraud, anti-money laundering, counter terrorist financing and other financial crimes, for the purposes of minimising credit risk, and for verification of identity.

BA10 Force Majeure

Neither party will be in breach of the provisions of the Agreement relating to Payment Transactions where the breach is due to abnormal and unforeseeable circumstances beyond the relevant party's control, the consequences of which would have been unavoidable despite all efforts to the contrary.

In those circumstances the affected party will be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for one month, the party not affected may terminate this Agreement.

BA11 Set Off

If under the Agreement a sum of money is recoverable from or payable by you, Provider may deduct that sum from any sum due under the Agreement (or any other contractual arrangement) from Provider to you (including any funds held by Provider in its provision of the Service).

You consent that Provider may deduct any sum payable to Provider from funds held by a third party in the course of providing the Service.

Exercise of this right of set off will not Provider prevent from using any other rights or remedies available to it under the Agreement or otherwise.

BA12 Assignment

You must not assign or transfer the benefit of the Agreement except with the prior written consent of Provider.

The Agreement will be binding on all of your successors, permitted assignees or permitted transferees and the successors, assignees or transferees of Provider as if they were the original parties to the Agreement.

BA13 Non-waiver

The failure by either party to enforce any provision of the Agreement or to exercise any right under the Agreement will not be construed as constituting a waiver of that provision or right.

BA14 Third Party Rights

Except as expressly provided elsewhere in the Agreement, a person who is not a party to the Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement.

BA15 No Partnership or Agency

Nothing in the Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

BA16 Severability

If any court finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

BA17 Complaints and Dispute Resolution

If you have a complaint or are unhappy about the Service, you should, in the first instance, contact Provider by e-mail at the E-mail Address or by post at the Address. Provider will endeavour to resolve any problems as quickly as possible in accordance with its complaints handling procedure.

If a complaint made to Provider is not resolved to your satisfaction, you may be able to refer it to the Financial Ombudsman Service which can be contacted by post at South Quay Plaza, 183 Marsh Wall, London E14 9SR, by telephone on 0845 0800 1800, and by email at enquiries@financial-ombudsman.org.uk.

Before resorting to the courts, the parties will use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to the Agreement or a breach of the Agreement. Only if negotiations fail to result in a settlement, the matter at the election of either party may be submitted for resolution to a court of competent jurisdiction.

BA18 Language, Governing Law and Jurisdiction

The language of the Agreement and the Developer Agreement is English. Any translations provided or made available are for illustrative purposes only. The English language version of the Agreement and the Developer Agreement will prevail over all other language versions.

The Agreement and the Developer Agreement, and your relationship with Provider under the Agreement and the Developer Agreement, will be governed by English law, except in cases where according to the relevant European Union legislation a given issue is governed by the laws of another country.

You and Provider submit to the exclusive jurisdiction of the English courts to resolve any legal matter arising from the Agreement or the Developer Agreement, except in cases where according to the relevant European Union legislation a given matter must be resolved by the courts of another country. Despite this Provider can apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

BA19 Website Terms of Use

The website terms of use of Provider's website and the website acceptable use policy are set out in the Website Terms of Use. The module is not incorporated into the Agreement or the Developer Agreement.

BA20 Privacy Policy

The Privacy Policy of Provider is set out in the Privacy Policy. The module is not incorporated into the Agreement or the Developer Agreement.

CONSUMER MODULE

CON1 Introduction

This module applies to you if you are a consumer

CON2 Defined Terms

"Distance Contract" Any contract concerning goods or services concluded between a supplier and a consumer under an organised distance sales or service provision scheme run by the supplier who, for the purpose of the contract, makes exclusive use of one or more means of distance communication up to and including the moment at which the contract is concluded. Where "distance communication" is any communication by which, without the simultaneous physical presence of the supplier and the consumer, may be used for the conclusion of a contract between those parties. The following types of contracts are NOT Distance Contracts, any contract (a) for the sale or other disposition of an interest in land except for a rental agreement; (b) for the construction of a building where the contract also provides for a sale or other disposition of an interest in land on which the building is constructed, except for a rental agreement; (c) relating to financial services; (d) concluded by means of an automated vending machine or automated commercial premises; (e) concluded with a telecommunications operator through the use of a public pay-phone; or (f) concluded at an auction.
"Funding Transaction" As defined in Load module.
"Material Breach" A material breach of the Agreement occurs in the circumstances set out in provision CON14.
"Payment Instrument" As defined in the relevant financial instrument module.
"Prohibited Activity" One of the activities listed in the second paragraph of provision CON3.
"Redemption Transaction" As defined in the Redemption module.

CON3 Lawful Conduct and Prohibited Activities

Each party agrees that in performing its obligations under the Agreement it will comply with all laws (and regulatory provisions) issued by any Governmental Authority relating to

  1. the Service,
  2. the parties performance of their obligations under the Agreement, and
  3. the Agreement.

You must not:

  • Compete with Provider.
  • Use the Service in any way that is illegal in any jurisdiction in which you are present or conduct business in or in which Provider is present or conducts business in.
  • Misappropriate or otherwise use the Intellectual Property Rights without permission.
  • Commit any act, omit to do anything, or enter into any transaction that would or potentially could
    1. harm the reputation of Provider,
    2. damage the value of the Intellectual Property Rights, or
    3. harm any third party with whom Provider has a contractual relationship.
  • Breach the terms of any card scheme rules that apply to any of your Payment Instruments.
  • Breach the website terms of use (including the Website Terms of Use). (Each of these activities is a "Prohibited Activity".)

Provider reserves the right to suspend the Service with immediate effect without prior notice if Provider reasonably suspects you of engaging in a Prohibited Activity. In the event of a suspension Provider will notify you of its reasons.

CON4 Communication and Notices

All information will be made available or provided to you in an easily accessible manner, in easily understandable language, in a clear and comprehensible form and in English. If any information is translated into any other language, the English language text shall prevail.

Provider may communicate with you regarding the Service by means of electronic communications, including (a) sending e-mails, (b) sending SMS text messages, or (c) posting notices or communications on the Provider Account. You agree that Provider may send electronic communications to you in relation to any matter relating to your use of the Service including this Agreement and revisions or amendments to this Agreement, notices or disclosures regarding the Service and any other related information. You will maintain copies of electronic communications by printing a paper copy or saving an electronic copy, and information that is provided to you in an electronic format is provided under the assumption that you can print or save the information.

Notices under the Agreement will be sent to you using your details registered with Provider in the Sign Up Process or as notified by you under the Agreement.

Notices to Provider under the Agreement must be sent:

  • by recorded delivery (or equivalent) to the Address;
  • or by e-mail to the E-mail Address.

A notice sent by Provider to you

  1. by recorded delivery (or equivalent) will be deemed to have been received on the third Business Day after the day you sent it, and
  2. by e-mail will be deemed to have been received on the day you sent it.

Any notice sent by you to Provider by recorded delivery (or equivalent) from:

  • the UK, will be deemed to have been received by us five Business Days after the day you sent it;
  • another European Economic Area member state, will be deemed to have been received by us ten Business Days after the day you sent it; and
  • the rest of the world, will be received the day it is actually received except when that complaint is received on a non-Business Day or after 17:30 (London time) on a Business Day in which case it will be deemed to have been received the next Business Day.

Any notice sent by you to Provider by e-mail will be deemed to have been received on the day you sent it.

A notice sent on a non-Business Day or after 17:30 (London time) on a Business Day will be deemed to have been sent the next Business Day.

Information placed on the Provider Account by Provider will be deemed to be received by you on earlier of

  1. the day you next view the Provider Account, and
  2. the next Business Day after the information is placed on the Provider Account.

Particular communications will be handled as follows:

  • the Agreement will be provided to you in electronic format via Provider's website or e-mail before the completion of the Sign Up Process;
  • changes to the Agreement (where applicable, once agreed) will be provided in an e-mail sent to your e-mail address registered with Provider in the Sign Up Process or as notified by you under the Agreement;
  • a notice by Provider to terminate this Agreement will be provided in electronic format via an e-mail sent to your e-mail address registered with Provider in the Sign Up Process or as notified by you under the Agreement;
  • information about a suspension of the Service will be made available to you in the Provider Account; and
  • information about the rejection of a Payment Transaction will be made available to you in the Provider Account.

CON5 Limitations of Liability

No provision of the Agreement excludes or limits Provider's liability for losses that cannot be lawfully excluded or limited by applicable law (including death and personal injury).

Provider will not be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise, and whatever the cause for:

  1. any increased costs or expenses;
  2. any loss of profit, business, contracts, revenues, or anticipated savings; or
  3. any special, indirect or consequential damage of any nature.

For the purposes of Payment Transactions:

Provider is liable for all losses arising from unauthorised Payment Transactions except:

  • The first ?50 of any losses resulting from a lost or stolen Payment Instrument or from a misappropriated Payment Instrument whose personalised security features you have failed to keep safe.
  • Where the losses are incurred because of you acting fraudulently or by you failing intentionally or by your gross negligence to
    1. use your Payment Instrument in accordance with the Agreement, or
    2. notify, without undue delay, on becoming aware of the loss, theft or misappropriation of your Payment Instrument or its unauthorised use.

You are not liable for any losses that occur after you notify Provider of a lost, stolen or misappropriated Payment Instrument except where you have acted fraudulently.

You are not liable for any losses that occur where you have used the Payment Instrument in connection with a Distance Contract except where you have acted fraudulently.

If, by the mistake of Provider (or any other person), you retain or receive any funds you are not entitled to, you must notify Provider (on becoming aware) and pay or repay those funds to Provider.

CON6 Changes to the Agreement

Provider may only change the Agreement after two months' written notice. You will be deemed to have accepted the change to the Agreement if you do not notify Provider of your rejection of the change prior to the change coming into force.

If you reject the proposed changed to the Agreement you will be deemed to have terminated the Agreement with immediate effect. You will not be charged for terminating the Agreement.

For the avoidance of doubt, you will only receive notice of a change to the Agreement if one or more modules that constitute the Agreement are changed.

You may add an extra module (or more) to the Agreement after the Effective Date if Provider permits it. After the Effective Date, adding a new module to the Agreement does not require two months' written notice. The new module will change the Agreement with immediate effect.

CON7 Notifications of Certain Payment Transactions

You must notify Provider, without undue delay, on becoming aware of any loss, theft or misappropriation of a Payment Instrument.

You must notify Provider, without undue delay and not later than 13 months after the date of the transaction, on becoming aware of any unauthorised or incorrectly executed Payment Transactions. You are only entitled to redress under the Agreement if you provide this notification.

CON8 Rectification

Provider will refund the amount of an unauthorised Payment Transaction to you and (where applicable) restore you to the position you would have been had the unauthorised transaction not taken place.

Where Provider is liable for the non-execution or defective execution of a Payment Transaction, Provider will, without undue delay, refund the amount of the non-execution or defective Payment Transaction and, where applicable, restore you to the position you would have been had the defective transaction not taken place.

CON9 Consent

You will consent to the execution of a Payment Transaction when you follow the instructions set out in the relevant financial instrument module of the Agreement.

You cannot withdraw consent once your instruction has been received by Provider unless Provider mutually agrees to the withdrawal.

CON10 Maximum Execution Time

Provider will ensure that a Payment Transaction that is in the currency of a member state of the European Economic Area will be credited to the relevant account by:

  1. The next three Business Days if the Payment Transaction is executed before 1 January 2012.
  2. The next Business Day if the Payment Transaction is executed on or after 1 January 2012.

Where an instruction for a Payment Transaction is received by Provider after 12.00 (noon) (London time) on a Business Day it will be treated as having been received the next Business Day. When an instruction for a payment transaction is received on day other than a Business Day it will be treated as having been received on the next Business Day.

CON11 Blocking

Provider reserves the right to block a Payment Instrument for reasonable grounds related to

  1. the security of the Payment Instrument,
  2. the suspected unauthorised or fraudulent use of the Payment Instrument.

Provider will notify you of the block, at the latest immediately after the block takes effect, and the reasons for the block unless it is unlawful for Provider to do so, or would compromise security measures.

CON12 Cancellation and Redemption

If the Agreement is terminated, Provider will

  1. complete any Payment Transactions you have consented to, and
  2. redeem, at your request, any funds held for use in the Service but unused in a Payment Transaction once the necessary anti-money laundering, fraud and identity checks are complete. Provider will charge a redemption fee for any funds redeemed to the extent permitted by applicable law.

You must provide Provider all the information and documents it requests to perform its checks. Provider reserves the right to charge for conducting these checks.

CON13 Request for Information

You may request a copy of the Agreement as a paper copy or an electronic copy at any time.

CON14 Term and Termination

The Agreement shall commence on the Effective Date and continue until it is terminated.

You may terminate the Agreement by providing one month's written notice to Provider. You will not be charged for terminating the Agreement if the notice is sent no earlier than 12 months after the Effective Date of the Agreement.

Provider may terminate the Agreement by providing two months' written notice.

Either party may terminate the Agreement with immediate effect by giving written notice if the other party is in Material Breach of the Agreement.

A Material Breach occurs when:

  • The other party enters into a formal or informal agreement with its creditors to reschedule its debts or any other arrangement with them regarding its debts.
  • An order for the bankruptcy or insolvency of the other party is made.
  • A resolution for the other party's winding up is passed (where the other party is a body corporate).
  • A receiver, an administrative receiver or an administrator is appointed with regards to the other party.
  • The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
  • The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business that uses the Service.
  • The other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 15 Business Days after being notified in writing to make such payment.
  • The other party commits a material breach of any material term of the Agreement (other than failure to pay any amounts due under the Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 15 Business Days after being notified in writing to do so.
  • The other party engages in a Prohibited Activity.

CON15 Right to Cancel

You have the right to cancel the Agreement for a period of 14 days beginning on the day after the Effective Date without incurring any charges provided that you have not used the Service.

CON16 Dormancy and Deactivation of Provider Account

If after a period of six months the Provider Account records no Payment Transactions from any of your Payment Instruments associated to the Provider Account, the Provider Account will become dormant.

You may revive a dormant Provider Account by using one of the Payment Instruments associated to that Provider Account.

If the Provider Account remains dormant continuously for a period of six months, the Provider Account will be deactivated and all the associated Payment Instruments will terminate and accordingly their financial instrument modules will be removed from the Agreement with immediate effect. Where relevant this will have the consequence of terminating any contracts regarding issuing e-money with the Issuers of those Payment Instruments for the purposes of the Electronic Money Regulations 2011.

If we reasonably suspect that the funds on the associated Payment Instruments of a deactivated Provider Account are fraudulent funds, all such funds will be automatically transferred to Provider to use in whichever way it decides. You will not be entitled to any funds or compensation unless you can demonstrate that those funds are your property and not fraudulent funds. In all other cases the funds will be available for redemption in accordance with the Redemption module for a period of six years starting on the date of the termination of the associated Payment Instruments.

Unredeemed funds of a deactivated Provider Account will be subject to a monthly fee set out in the Charges and Limits module.

You may reactivate a deactivated Provider Account by following the relevant instructions for reactivation on the Provider website and providing all the information (and documentation) required by Provider ("Reactivation Process"). After the completion of the Reactivation Process

  1. you will automatically be deemed to have to have selected your previous financial instrument modules for incorporation into the Agreement,
  2. no new Payment Instruments will be issued to you for these financial instrument modules but your previous Payment Instruments will be reactivated, and
  3. any remaining funds held that have not expired will be available for use on the relevant Payment Instruments.

You agree that this provision CON16 constitutes sufficient notice for the dormancy and deactivation of the Provider Account and the termination of associated Payment Instruments under the terms of this provision.

BUSINESS MODULE

BUS1 Introduction

This module applies to you if you are an enterprise.

BUS2 Defined Terms

"Confidential Information" Any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of the disclosing party. Confidential Information does not include information, technical data, or know-how which

 

  1. is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records prior to the time of disclosure,
  2. prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of the receiving party hereunder, or
  3. is approved by the disclosing party, in writing, for release.
"Material Breach" A material breach of the Agreement occurs in the circumstances set out in provision BUS14.
"Prohibited Activity" One of the activities listed in the second paragraph of provision BUS3.
"Recognised Stock Exchange" As defined in section 1137 of the Corporation Tax Act 2010.

US3 Lawful Conduct and Prohibited Activities

Each party agrees that in performing its obligations under the Agreement it will comply with all laws (and regulatory provisions) issued by any Governmental Authority relating to

  1. the Service,
  2. the parties performance of their obligations under the Agreement, and
  3. the Agreement.

You must not:

  • Compete with Provider.
  • Use the Service in any way that is illegal in any jurisdiction in which you are present or conduct business in or in which Provider is present or conducts business in.
  • Misappropriate or otherwise use the Intellectual Property Rights without permission.
  • Commit any act, omit to do anything, or enter into any transaction that would or potentially could
    1. harm the reputation of Provider,
    2. damage the value of the Intellectual Property Rights, or
    3. harm any third party with whom Provider has a contractual relationship.
  • Breach the terms of any card scheme rules that apply to any of your Payment Instruments.
  • Breach the website terms of use (including the Website Terms of Use). (Each of these activities is a "Prohibited Activity".)

Provider reserves the right to suspend the Service with immediate effect without prior notice if Provider reasonably suspects you of engaging in a Prohibited Activity. In the event of a suspension Provider will notify you of its reasons.

BUS4 Communication and Notices

All information will be made available or provided to you in an easily accessible manner, in easily understandable language, in a clear and comprehensible form and in English. If any information is translated into any other language, the English language text shall prevail.

Provider may communicate with you regarding the Service by means of electronic communications, including (a) sending e-mails, (b) sending SMS text messages, or (c) posting notices or communications on the Provider Account. You agree that Provider may send electronic communications to you in relation to any matter relating to your use of the Service including this Agreement and revisions or amendments to this Agreement, notices or disclosures regarding the Service and any other related information. You will maintain copies of electronic communications by printing a paper copy or saving an electronic copy, and information that is provided to you in an electronic format is provided under the assumption that you can print or save the information.

Notices under the Agreement will be sent to you using your details registered with Provider in the Sign Up Process or as notified by you under the Agreement.

Notices to Provider under the Agreement must be sent by e-mail to the E-mail Address unless agreed in advance with Provider. Such a notice will be deemed to be received on the day it is sent provided there is a delivery receipt. Any other method of delivery will be deemed to not have been received by us unless agreed in advance with Provider.

A notice sent by Provider to you

  1. by recorded delivery (or equivalent) will be deemed to have been received on the third Business Day after the day you sent it, and
  2. by e-mail will be deemed to have been received on the day you sent it. A notice sent on a non-Business Day or after 17:30 (London time) on a Business Day will be deemed to have been sent the next Business Day.

Information placed on the Provider Account by Provider will be deemed to be received by you on earlier of

  1. the day you next view the Provider Account, and
  2. the next Business Day after the information is placed on the Provider Account.

Particular communications will be handled as follows:

  • the Agreement will be provided to you in electronic format via Provider's website or e-mail before the completion of the Sign Up Process;
  • changes to the Agreement (where applicable, once agreed) will be provided in an e-mail sent to your e-mail address registered with Provider in the Sign Up Process or as notified by you under the Agreement;
  • a notice by Provider to terminate this Agreement will be provided in electronic format via an e-mail sent to your e-mail address registered with Provider in the Sign Up Process or as notified by you under the Agreement;
  • information about a suspension of the Service will be made available to you in the Provider Account; and
  • information about the rejection of a Payment Transaction will be made available to you in the Provider Account.

BUS5 Limitations of Liability

No provision of the Agreement excludes or limits Provider's liability for losses that cannot be lawfully excluded or limited by applicable law (including death and personal injury).

Provider will not be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise, and whatever the cause for:

  1. any increased costs or expenses;
  2. any loss of profit, business, contracts, revenues, or anticipated savings; or
  3. any special, indirect or consequential damage of any nature.

For the purposes of Payment Transactions:

Provider is liable for all losses arising from unauthorised Payment Transactions except:

  • The first ?50 of any losses resulting from a lost or stolen Payment Instrument or from a misappropriated Payment Instrument whose personalised security features you have failed to keep safe.
  • Where the losses are incurred because of you acting fraudulently or by you failing intentionally or by your gross negligence to
    1. use your Payment Instrument in accordance with the Agreement, or
    2. notify, without undue delay, on becoming aware of the loss, theft or misappropriation of your Payment Instrument or its unauthorised use.

You are not liable for any losses that occur after you notify Provider of a lost, stolen or misappropriated Payment Instrument except where you have acted fraudulently.

All actions, omissions and transactions by your employees, agents and sub-contractors using the Service in your name are deemed to be duly authorised by you.

If you are an Enterprise but not a Micro-Enterprise, notwithstanding any other terms of this provision BUS5:

  • Provider and any relevant Issuer are not liable to you for any losses, penalties or other financial consequences:
    • arising from Payment Transactions that are a consequence of the fraud, negligence or gross misconduct of your employees, agents or sub-contractor; and
    • for the misuse, theft, or misappropriation of any of your Payment Instruments by your employees, agents or sub-contractors.
    • You agree to indemnify Provider and any relevant Issuer against any losses, penalties or other financial consequences of your employees', agents' or sub-contractors' use of the Service in breach of the Agreement.
    • You are liable for any losses or damages arising from an unauthorised Payment Transaction made under the Service if you are offered the Service with security features and you opt out of using all or part of those security features but only to the extent that in the Provider's reasonable opinion the opted out security features would have prevented the unauthorised Payment Transaction.
    • If, by the mistake of Provider (or any other person), you retain or receive any funds you are not entitled to, you must notify Provider (on becoming aware) and pay or repay those funds to Provider.
    • The express terms of this Agreement are instead of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the extent permitted by law.

BUS6 Changes to the Agreement

Provider may only change the Agreement after two months' written notice. You will be deemed to have accepted the change to the Agreement if you do not notify Provider of your rejection of the change prior to the change coming into force.

If you reject the proposed changed to the Agreement you will be deemed to have terminated the Agreement with immediate effect. You will not be charged for terminating the Agreement.

For the avoidance of doubt, you will only receive notice of a change to the Agreement if one or more modules that constitute the Agreement are changed.

You may add an extra module (or more) to the Agreement after the Effective Date if Provider permits it. After the Effective Date, adding a new module to the Agreement does not require two months' written notice. The new module will change the Agreement with immediate effect.

BUS7 Notifications of Certain Payment Transactions

You must notify Provider, without undue delay, on becoming aware of any loss, theft or misappropriation of a Payment Instrument.

You must notify Provider, without undue delay and not later than 13 months after the date of the transaction, on becoming aware of any unauthorised or incorrectly executed Payment Transactions. You are only entitled to redress under the Agreement if you provide this notification.

BUS8 Rectification

Provider will refund the amount of an unauthorised Payment Transaction to you and (where applicable) restore you to the position you would have been had the unauthorised transaction not taken place.

Where Provider is liable for the non-execution or defective execution of a Payment Transaction, Provider will, without undue delay, refund the amount of the non-execution or defective Payment Transaction and, where applicable, restore you to the position you would have been had the defective transaction not taken place.

BUS9 Consent

You will consent to the execution of a Payment Transaction when you follow the instructions set out in the relevant financial instrument module of the Agreement.

You cannot withdraw consent once your instruction has been received by Provider unless Provider mutually agrees to the withdrawal.

BUS10 Maximum Execution Time

Provider will ensure that a Payment Transaction that is in the currency of a member state of the European Economic Area will be credited to the relevant account by:

  1. The next three Business Days if the Payment Transaction is executed before 1 January 2012.
  2. The next Business Day if the Payment Transaction is executed on or after 1 January 2012.

Where an instruction for a Payment Transaction is received by Provider after 12.00 (noon) (London time) on a Business Day it will be treated as having been received the next Business Day. When an instruction for a payment transaction is received on a day other than a Business Day it will be treated as having been received on the next Business Day.

BUS11 Blocking

Provider reserves the right to block a Payment Instrument on reasonable grounds related to

  1. the security of the Payment Instrument, or
  2. the suspected unauthorised or fraudulent use of the Payment Instrument.

Provider will notify you of the block, at the latest immediately after the block takes effect, and the reasons for the block unless it is unlawful for Provider to do so, or would compromise security measures.

BUS12 Cancellation and Redemption

If the Agreement is terminated, Provider will

  1. complete any Payment Transactions you have consented to, and
  2. redeem, at your request, any funds held for use in the Service but unused in a Payment Transaction once the necessary anti-money laundering, fraud and identity checks are complete. Provider will charge a redemption fee for any funds redeemed to the extent permitted by applicable law.

You must provide Provider all the information and documents it requests to perform its checks. Provider reserves the right to charge for conducting these checks.

BUS13 Request for Information

You may request a copy of the Agreement as a paper copy or an electronic copy at any time.

BUS14 Term and Termination

The Agreement shall commence on the Effective Date and continue until it is terminated.

You may terminate the Agreement by providing one month's written notice to Provider. You will not be charged for terminating the Agreement if the notice is sent no earlier than 12 months after the Effective Date of the Agreement.

Provider may terminate the Agreement by providing two months' written notice.

Either party may terminate the Agreement with immediate effect by giving written notice if the other party is in Material Breach of the Agreement.

A Material Breach occurs when:

  • The other party enters into a formal or informal agreement with its creditors to reschedule its debts or any other arrangement with them regarding its debts.
  • An order for the bankruptcy or insolvency of the other party is made.
  • A resolution for the other party's winding up is passed (where the other party is a body corporate).
  • A receiver, an administrative receiver or an administrator is appointed with regards to the other party.
  • The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
  • The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business that uses the Service.
  • The other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 15 Business Days after being notified in writing to make such payment.
  • The other party commits a material breach of any material term of the Agreement (other than failure to pay any amounts due under the Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 15 Business Days after being notified in writing to do so.
  • The other party engages in a Prohibited Activity.

BUS15 Dormancy and Deactivation of Provider Account

If after a period of six months the Provider Account records no Payment Transactions from any of your Payment Instruments associated to the Provider Account, the Provider Account will become dormant.

You may revive a dormant Provider Account by using one of the Payment Instruments associated to that Provider Account.

If the Provider Account remains dormant continuously for a period of six months, the Provider Account will be deactivated and all the associated Payment Instruments will terminate and accordingly their financial instrument modules will be removed from the Agreement with immediate effect. Where relevant this will have the consequence of terminating any contracts regarding issuing e-money with the Issuers of those Payment Instruments for the purposes of the Electronic Money Regulations 2011.

If we reasonably suspect that the funds on the associated Payment Instruments of a deactivated Provider Account are fraudulent funds, all such funds will be automatically transferred to Provider to use in whichever way it decides. You will not be entitled to any funds or compensation unless you can demonstrate that those funds are your property and not fraudulent funds. In all other cases the funds will be available for redemption in accordance with the Redemption module for a period of six years starting on the date of the termination of the associated Payment Instruments. Provider reserves the right at the end of a period of six months after the deactivation of the Provider Account to subject the funds held to a deactivation fee equal to the total amount of funds provided it has notified you at least one month in advance of charging the fee of its intention to exercise this right.

Unredeemed funds of a deactivated Provider Account will be subject to a monthly fee set out in the Charges and Limits.

You may reactivate a deactivated Provider Account by following the relevant instructions for reactivation on the Provider website and providing all the information (and documentation) required by Provider ("Reactivation Process"). After the completion of the Reactivation Process

  1. you will automatically be deemed to have to have selected your previous financial instrument modules for incorporation into the Agreement,
  2. no new Payment Instruments will be issued to you for these financial instrument modules but your previous Payment Instruments will be reactivated, and
  3. any remaining funds held that have not expired will be available for use on the relevant Payment Instruments.

You agree that this provision BUS15 constitutes sufficient notice for the dormancy and deactivation of the Provider Account and the termination of associated Payment Instruments under the terms of this provision.

BUS16 Confidential Information and Publicity

Subject to paragraphs below, each party agrees and undertakes to hold in complete confidence any Confidential Information disclosed to it, and not to disclose it in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of its obligations under the Agreement. This provision shall survive the termination of the Agreement for any reason for a period of five years. Nevertheless, the terms of this provision shall not be limited with respect to personal data.

Neither party will at any time without the prior written consent of the other (which may be given on such terms and conditions as such other party may consider appropriate or which may, in its absolute discretion, be refused) make any public announcement, press release, communication or circular about, or disclose or reveal to any person or party the Confidential Information (other than

  1. either party's representatives on a need to know basis who are directly concerned with the implementation of business between Provider and you and whose knowledge of such Confidential Information is essential or desirable for such purposes and who shall be informed of the confidential nature of the information, or
  2. as required by law or regulation (and then, except where notice would be unlawful, only after prior written notice to the other party))

If any party is required by law or by an order of a competent court or tribunal to disclose any of the Confidential Information, it may do so provided that it promptly notifies the other party in writing so that any appropriate protective order may be sought and/or any other action taken, except in such circumstances where notification would become an offence under any applicable law. In the event that such protective order is not obtained (or not requested), or that the other party waives compliance with the restrictions on disclosure given in the Agreement:

  • the relevant party may disclose to any court or tribunal only that portion of the Confidential Information which the relevant party is advised by counsel is legally required to be disclosed, and shall exercise its best endeavours to obtain assurance that confidential treatment will be accorded to such Confidential Information; and
  • the relevant party will not be liable for such disclosure unless such disclosure to such court or tribunal was caused by or resulted from a previous disclosure by the relevant party not permitted by the Agreement.

The parties shall agree in good faith the content and timing of any of your marketing/promotional campaigns and press releases.

Provider may include references to you to be agreed in advance with you (such agreement not to be unreasonably withheld or delayed) in Provider's promotional material.

If either party or its agents are required, by the rules or regulations of the Alternative Investment Market of the London Stock Exchange or of any Recognised Stock Exchange or any Governmental Authority in accordance with whose rules or regulations it is required or accustomed to comply, to disclose the execution or terms of the Agreement in whole or in part, or to make any announcement concerning the Agreement, it will be entitled to do so notwithstanding any other provision of the Agreement, provided that it will provide the other party with written notice prior to such disclosure unless such notification would be unlawful.

BUS17 Indemnities

Provider will indemnify you against all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which you may sustain or incur or which may be brought or established against you by any person and which in any case arise out of or in relation to or by reason of:

  1. Any claim or allegation that Provider infringes any intellectual property rights of any third party.
  2. Any claim that Provider does not comply with any applicable laws and regulations relating to the Service, and which is not due to your negligence, recklessness or wilful misconduct or any breach of your obligations under the Agreement.

You will indemnify Provider against all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which Provider may sustain or incur, or which may be brought or established against it by any person and which in any case arise by reason of:

  1. Your negligence, recklessness or wilful misconduct in the performance of any of your obligations under the Agreement.
  2. Any breach or alleged breach of any applicable laws or regulations relating to your obligations under the Agreement.

BUS18 Additional Information and Anti-Money Laundering

You will provide all information and other assistance that Provider requires you to provide in order for us to identify and verify the identity of any of your owners, employees, agents or sub-contractors.

DEVELOPER MODULE

DV1 Introduction

This module applies to you if you are an Enterprise and you want to be a Developer. This module allows you to develop payment products on the Provider platform and then launch for commercial purposes.

DV2 Defined Terms

Any defined term in the Developer Agreement not set out in this module can be found in the other modules that constitute the Developer Agreement.

"API Call" A call from an Application via an API to interact with the Provider Service.
"API Credentials" Your API username and password, and either an API signature or an API certificate.
"Branding Requirements" Provider's current logo usage and branding requirements provided or made available by Provider.
"Confidential Development Information" All information that Provider provides to you under the Developer Agreement, including the following
  1. Provider User Information and all other information you receive through an API Call or otherwise related to your provision of the Developer Services,
  2. the Developer Tools, API Credentials, and all access IDs and passwords,
  3. all information disclosed in writing and marked "confidential", "proprietary", or with a substantially similar marking,
  4. all information disclosed orally and identified as confidential at the time of the disclosure, and
  5. any other information that by its very nature you understand to be Provider's confidential information.
"Consent" When the consenting party consents by clicking an "I agree" button following a disclosure that clearly explains the goods or services and the terms and conditions under which they are being provided. By doing so the consenting party indicates he clearly understands the goods or services being provided, the terms and conditions under which they are being provided, and takes action to show such consent.
"Developer ID" The information and identifiers provided to the Developer by Provider to allow him to access the Developer Tools and use the Provider Service.
"Developer Services" The products or services that you offer and provide to Users through an Application created using the Developer Tools, that uses the Provider Service, and any Provider User Information. The Developer Services must be provided in accordance with the Developer Agreement, and only upon receipt of the User's Consent.
"Developer Tools" The APIs, API Credentials, SDKs, Documentation, Sandbox, developer websites and portals, technical support, and all other tools, services, content and information made available to you by Provider through Provider's Developer Websites, or any other means.
"Developer Websites" Websites set up by or approved by Provider to facilitate the development of Applications under Developer Agreements.
"Documentation" All written information provided or made available to you by Provider including information related to the Provider Service, Developer Tools, Developer's guides, and reference guides.
"Feedback" Defined in provision DV10.
"Information Security Requirements" The information security requirements as provided by or made available to you by Provider.
"Marks" The trademarks including registered and common law trademarks, trade names, service marks, logos, domain names and designations of a party or its products and services.
"Prohibited Activity" One of the activities listed in the second paragraph of provision DV12.
"Prohibited User Information" Defined in provision DV8.
"Provider User Information" Any information related to a customer of Provider or their Provider Account that you receive directly or indirectly from
  1. such a customer in connection with your performance of the Developer Services, or
  2. from Provider through an API Call or by any other means.
"Sandbox" The Provider test environment.
"SDK" Each of Provider's downloadable software developer kits including a package of libraries, applications, associated Documentation, and sample code.
"User" A customer that has entered into a relationship with you to purchase goods or services, or end-users of your Applications, products, services or other offerings.

For the purposes of the Developer Agreement where any word or phrase defined in this Developer module is defined differently in the Basic Access module the definition in the Basic Access module is to be disregarded.

DV3 Developer Requirements

All Developers who are individuals must be at least 18 years old.

All Developers must be Enterprises.

DV4 Developer Access and Launch

Developer may access and use the Developer Tools in the Sandbox.

A Developer may launch its Developer Services for use by Users only after:

  • its Application is authorised by Provider; and
  • it has executed the Business Agreement.

DV5 Application Launch

An Application developed by you will be authorised for launch if the following conditions are met:

  • You are a Developer.
  • You have entered into a Business Agreement.
  • The Application is approved by Provider. For the avoidance of doubt, such approval is in the sole discretion of Provider. Without in any way limiting Provider's discretion and for information purposes only, factors that Provider will take into account when determining whether to approve an Application include:
    • Any breach of applicable law (including but not limited to fraud, anti-money laundering and counter terrorist financing law).
    • Any breach of the Developer Agreement.
    • Any breach of the Agreement.
    • Any breach of any agreement that Provider is a party to.
    • The risk of harm to Provider's reputation or the reputation of any associate of Provider.
    • The risk of financial loss to Provider or any associate of Provider.
    • The type of services to be provided as part of the Developer Services.
    • Your conduct as a Developer.
    • Your failure to comply with the Documentation.

DV6 Application Withdrawal

Provider may revoke in its sole discretion the authorisation of an Application. Without in any way limiting Provider's discretion, Provider will not usually revoke the authorisation of an Application except where if the Application were being considered for approval for launch at the time of revocation it would fail to gain approval.

Provider will provide notice of any such revocation of at least one month except where prohibited by law or any agreement that Provider is a party to.

The authorisation of an Application is immediately revoked on the termination of the Developer Agreement.

Notwithstanding the revocation of an Application, you may not withdraw the Application from use until a period of one month from the date of revocation or any other time period specified by Provider has expired ("Expiry Period"). A revoked Application must not be used on the Provider platform after the Expiry Period.

DV7 Application Conditions

An Application must:

  • comply with all the standards required to access the API used;
  • meet the Branding Requirements;
  • meet any requirements that Provider's provides to you in its sole discretion.

An Application must not:

 

  • alter the API;
  • allow the purchase of goods or services that Provider in its sole discretion deems to be unacceptable;
  • breach the Information Security Requirements;
  • do anything that would require Provider to obtain a licence to perform a regulated activity in any jurisdiction that
    1. it does not already have, or
    2. its principal (where Provider acts as an agent) does not already have; and
  • do anything that would require you to obtain a licence to perform a regulated activity in any jurisdiction that
    1. you not already have, or
    2. your principal (where you act as an agent) does not already have.

A Developer must:

  • obtain the Consent of Users each time they use an Application;
  • comply with the relevant Provider procedures set out in the Documentation (including how to access the Provider Service by API);
  • provide customer support; and
  • provide Users with the relevant terms and conditions for the use of an Application.

A Developer must not:

  • discriminate against or discourage the use of any service provided by Provider;
  • selectively decide to offer the Provider Service for some transactions but not for other transactions if the Provider Service is offered as a payment method on your website or Application, with your services, or on any other property, you must always offer the Provider Service in connection with such service;
  • provide the Developer Services to merchants that Provider in its sole discretion deems to be unacceptable;
  • create a method to avoid, modify, or circumvent Provider's account limits for sending, receiving, or withdraw funds; and
  • create an Application or provide any Developer Services that are designed to or have the effect of circumventing any rules or policies of Provider as described in the Documentation or any other policy document or agreement.

DV8 Provider User Information

You may use the Developer Tools to query the Provider's database to collect, use, and store Provider User Information (but not Prohibited User Information) as long you comply with the following requirements:

  • your collection and use of Provider User Information must be limited to that which is necessary to perform the Developer Services;
  • you must receive a User's Consent to perform the Developer Services that require you to collect, use, or store Provider User Information;
  • you must delete Provider User Information in accordance with the Provider User Information deletion requirements set out below; and
  • your storage of Provider User Information must comply with Provider's current Provider User Information requirements as provided by Provider.

You may not collect, capture, use or store Prohibited User Information. "Prohibited User Information" means the following information received in connection with your provision of the Developer Services or use of the Developer Tools:

  • government issued identity number (such as a passport number, national insurance number or driving licence number);
  • User log-in credentials (such as passwords, PINs, or security questions and answers); and
  • financial information (such as full bank account number, full debit/credit card number, debit/credit card expiration date or CVV2) except where the API used permits such collection.

You must delete Provider User Information once it is no longer required to perform the Developer Services as follows:

  • the following Provider User Information must be deleted within 48 hours of receipt:
    • information pertaining to a User's balance, payment method used to fund a transaction, or transaction history;
    • any digits of a User's bank account, credit card, or debit card; and
    • date of birth;
  • all other Provider User Information must be deleted at the earliest time for which it is commercially reasonable to delete the information.

You may not do any of the following:

  • publicly display Provider User Information without the Consent of the relevant User;
  • use Provider User Information to send unsolicited communications or for any other purpose except the purpose for which it was provided;
  • sell, lease, rent, transfer, assign or otherwise disclose Provider User Information to a third party;
  •  
  • use Provider User Information to perform competitive, comparative or any other type of analysis to develop marketing or business strategies directly or indirectly targeting Provider's customers; or
  • use Provider User Information to engage in marketing or other sales activities.

Provider may, in its sole discretion, provide you with additional requirements related to your collection, use, or storage of Provider User Information

The Developer Agreement does not limit your ability to collect, use, and store information from Users as long as the information is not Provider User Information, and you did not gain the information from your use of the Developer Tools or in connection to your provision of the Developer Services.

DV9 Licences

Subject to the terms of the Developer Agreement, Provider grants you a revocable, non-exclusive, non-transferable licence to access and use the Developer Tools and integrate the SDKs, APIs, and other applicable Developer Tools into your Application solely to provide the Developer Services to Users. You undertake not to decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Developer Tools, whether in whole or in part.

You grant Provider with a revocable, non-exclusive, non-transferable licence to use your Application and review the code in your Application for testing or other related purposes to ensure that it complies with this Agreement. You may revoke this licence at any time by providing written notice to Provider. If you revoke this licence, the Developer Agreement will immediately terminate.

Subject to the terms of the Developer Agreement, Provider grants you a revocable, non-exclusive, non-transferable licence to use Provider's Marks solely in connection with advertising and marketing the Developer Services and in accordance with the Branding Requirements. Any use of the Provider's Marks that is outside the scope of the Branding Requirements requires Provider's prior approval.

You grant Provider a revocable, non-exclusive, non-transferable licence to use your Marks to publicise your use of the Developer Tools and your Application. Provider may do so

  1. through press releases, public announcements, and other oral communications at conferences, media events, or other marketing opportunities,
  2. on the Provider's websites, the Developer Websites or through other electronic communications such as emails to Users, newsletters, or in materials that Provider otherwise makes publicly available, and
  3. through any other channel to promote Provider, the use of the Provider Service, the Developer Tools, or your Application.

You may use the Sandbox to test your Application. All accounts and transactions made in the Sandbox are not real and no real money will be transferred. The Sandbox is provided to you on an "as-is" basis and Provider does not guarantee up-time or availability. The Sandbox is solely for testing and cannot be used for any other purpose, including tampering, hacking, modifying or otherwise corrupting the security or functionality of the Provider Service. In addition, you agree that you will not use any robot, spider, other automatic device to create Sandbox accounts, and you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You may close your Sandbox account at any time online or by informing Provider at the E-mail Address. Upon closure of your Sandbox account, you will no longer be able to access any of the information stored therein. If you do not access your account for a period of three years, it will be automatically closed. Provider reserves the right to close your Sandbox account at anytime if you violate the Developer Agreement or take any actions in the Sandbox that have a negative impact on Provider's systems or Services.

Provider shall provide you with a Developer ID that shall permit you to use the Developer Tools. The Developer ID remains Provider's property and may be immediately revoked or terminated by Provider if you disclose it to a third party or for any other reason deemed necessary by Provider. You may not sell, transfer, sublicense, or disclose the Developer ID to any third party (other than a service provider performing services on your behalf).

DV10 Intellectual Property Rights

Provider retains all rights, title and interest in the Intellectual Property Rights embodied in or associated with the Developer Tools, and technology and any content created or derived from the Developer Tools.

You retain all rights, title and interest in the intellectual property rights of those portions of your Application that do not include the Developer Tools or any other Intellectual Property Rights. You represent and warrant that your Application including the name of the Application does not infringe the Intellectual Property Rights or the intellectual property rights of any third party. You agree to indemnify Provider against any liability (including reasonable costs) arising out of any claim against Provider by any third party caused by your breach of this warranty.

There are no implied licences under the Developer Agreement, and any rights not expressly granted are reserved by Provider. Except as licensed, the Developer Agreement does not transfer any intellectual property rights between the parties.

Notwithstanding the paragraphs above in this provision DV10, in no event shall Provider be precluded from developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing or distributing, materials which are competitive with your products or services, provided that Provider does not infringe on your intellectual property rights.

In the event that you provide suggestions, comments or other feedback ("Feedback") to Provider with respect to the Confidential Information, Developer Tools, or Intellectual Property Rights, the following will apply:

  • all Feedback shall be given entirely voluntarily;
  • Feedback, even if marked confidential, shall not create any confidentiality obligations on Provider unless Provider has otherwise agreed in a signed agreement;
  • Provider shall be free to use, disclose, reproduce, distribute and otherwise commercialise all Feedback that you provide without obligation or restriction of any kind on account of intellectual property rights or otherwise; and
  • you waive all rights to be compensated or seek compensation for your Feedback.

DV11 Confidentiality

You must maintain the Confidential Development Information in confidence and must not disclose it to third parties or use it for any purpose other than as necessary and required to perform the Developer Services. In the event that the Confidential Development Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify Provider and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Development Information. Your obligations under this provision DV11 shall survive the termination of the Developer Agreement.

You acknowledge that monetary damages may not be a sufficient remedy for unauthorised use or disclosure of the Confidential Development Information and that Provider will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.

DV12 Lawful Conduct and Prohibited Activities

Each party agrees that in performing its obligations under the Developer Agreement it will comply with all laws (and regulatory provisions) issued by any Governmental Authority relating to

  1. the Provider Service,
  2. the Developer Services,
  3. the parties performance of their obligations under the Developer Agreement, and
  4. the Developer Agreement.

You must not:

  • Compete with Provider.
  • Use the Provider Service or Developer Services in any way that is illegal in any jurisdiction in which you are present or conduct business in or in which Provider is present or conducts business in.
  • Misappropriate or otherwise use the Intellectual Property Rights without permission.
  • Misappropriate or otherwise use any third party's intellectual property rights without permission.
  • Commit any act, omit to do anything, or enter into any transaction that would or potentially could
    1. harm the reputation of Provider,
    2. damage the value of the Intellectual Property Rights, or
    3. harm any third party with whom Provider has a contractual relationship.
  • Breach the website terms of use (including the website acceptable use policy). (Each of these activities is a "Prohibited Activity".)

Provider reserves the right to suspend the Provider Service with immediate effect without prior notice if Provider reasonably suspects you of engaging in a Prohibited Activity. In the event of a suspension Provider will notify you of its reasons.

DV13 Communication and Notices

All information will be made available or provided to you in an easily accessible manner, in easily understandable language, in a clear and comprehensible form and in English. If any information is translated into any other language, the English language text shall prevail.

Provider may communicate with you regarding the Provider Service, the Developer Services by means of electronic communications, including (a) sending e-mail, or (b) posting notices or communications on the Developer Websites. You agree that Provider may send electronic communications to you in relation to any matter relating to the Developer Agreement and revisions or amendments to the Developer Agreement, notices or disclosures regarding the Provider Service or Developer Services and any other related information. You will maintain copies of electronic communications by printing a paper copy or saving an electronic copy, and information that is provided to you in an electronic format is provided under the assumption that you can print or save the information.

Notices to you under the Developer Agreement will be sent to you using your details registered with Provider in the Sign Up Process or as notified by you under the Developer Agreement.

Notices to Provider under the Agreement must be sent by e-mail to the E-mail Address unless agreed in advance with Provider. Such a notice will be deemed to be received on the day it is sent provided there is a delivery receipt. Any other method of delivery will be deemed to not have been received by us unless agreed in advance with Provider.

A notice sent by Provider to you

  1. by recorded delivery (or equivalent) will be deemed to have been received on the third Business Day after the day you sent it, and
  2. by e-mail will be deemed to have been received on the day you sent it. A notice sent on a non-Business Day or after 17:30 (London time) on a Business Day will be deemed to have been sent the next Business Day.

Information placed on one of the Developer Websites by Provider will be deemed to be received by you on earlier of

  1. the day you next view the relevant Developer Website, and
  2. the next Business Day after the information is placed on the relevant Developer Website.

DV14 Limitations of Liability

No provision of the Developer Agreement excludes or limits Provider's liability for losses that cannot be lawfully excluded or limited by applicable law (including death and personal injury).

Provider will not be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise, and whatever the cause for:

  1. any increased costs or expenses;
  2. any loss of profit, business, contracts, revenues, or anticipated savings, reputation or goodwill;
  3. any special, indirect or consequential damage of any nature. Provider's total liability under the Developer Agreement will be limited to the lower of
  4. the sum of all fees and charges paid by you to Provider under the Developer Agreement, and
  5. ?10,000.

The Provider Service, Developer Tools, Developer Websites and Documentation are provided 'as is' and Provider makes no warranty that the Provider Service, Developer Tools, Developer Websites and Documentation will be uninterrupted or error free.

DV15 Changes to the Developer Agreement

You may only change the Developer Agreement with the written consent of Provider.

Provider may change the Developer Agreement on providing you with written notice of the changes.

DV16 Term and Termination

The Developer Agreement shall commence on the Effective Date and continue until it is terminated.

You may terminate the Developer Agreement by providing one month's written notice to Provider.

Provider may terminate the Developer Agreement by providing written notice to you.

Either party may terminate the Developer Agreement with immediate effect by giving written notice if the other party is in Material Breach of the Developer Agreement.

A "Material Breach" occurs when:

  • The other party enters into a formal or informal agreement with its creditors to reschedule its debts or any other arrangement with them regarding its debts.
  • An order for the bankruptcy or insolvency of the other party is made.
  • A resolution for the other party's winding up is passed (where the other party is a body corporate).
  • A receiver, an administrative receiver or an administrator is appointed with regards to the other party.
  • The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
  • The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business that uses the Provider Service.
  • The other party fails to pay any amount due under the Developer Agreement on the due date for payment and remains in default not less than 15 business days after being notified in writing to make such payment.
  • The other party commits a material breach of any material term of the Developer Agreement (other than failure to pay any amounts due under the Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 15 business days after being notified in writing to do so.
  • The other party engages in a Prohibited Activity.

DV17 Costs

You are responsible for all costs and expenses related to your use of the Developer Tools including all required modifications to your Application. Provider will not reimburse you for any costs or expenses, even if your Application is rejected.

There is no charge by Provider for using the Developer Tools (including the Sandbox).

The charges for authorising Applications and using the Provider Service are set out in the Charges and Limits

DV18 Marketing

You will not by any act, omission or transaction prevent (whether directly or indirectly) Provider accessing information about or contacting (for marketing or any other purposes) Users using any of your Applications.

You will undertake whatever actions necessary to ensure Provider can access information about or contact (for marketing or any other purposes) such Users.