Terms & Conditions
European Economic Area
Valid as of 1st of March 2023
IMPORTANT INFORMATION: in case your account BIC is TCCLGB3LXXX, the applicable terms and conditions governing your account usage are accessible here, and the below does not apply to you.
This terms and conditions and all its annexes, and schedules (collectively the “Agreement”) govern the use of the Payment Services defined in Clause 1, which are provided in the European Union by Seif Financial Services SRL, whose details are in Clause 2 (“SeifMoney”, “we”, “us”, “our”) to any person or legal entity whose application we approve (“Customer”, “you”, “your”). Words that begin with a capital letter have the meaning given either where they first appear in this Agreement or in Clause 1.
By applying for your Account, you agree that you have read and understood the terms of this Agreement (a copy of which you may download at any time). This Agreement shall commence at that time and continue unless cancelled under Clause 10 or terminated under Clause 12. We reserve the right to change this Agreement by giving 60 days’ notice to you in accordance with Clause 18. If we do this, you may terminate this Agreement immediately before the proposed changes take effect, otherwise you shall be deemed to have accepted such changes when the notice period expires. However, you agree that changes to the Applicable Exchange Rate may be applied immediately and at the rate quoted via the Payment Service at the time of the relevant Transaction. Please also read the conditions of redemption in Clause 11, and the provisions of Annex 1, before applying for your Account. In case of difference between any clause herein and the provisions of Annex 1, the latter shall prevail, and in any case the provisions of Clause 14.6 to Annex 1 shall apply throughout this Agreement.
Key information relating to your Transactions will be provided to you at the email address you register with us and/or in your Account. You may access, download, and print this information at any time by logging in to your Account. In addition, you agree that we may provide notices or other information to you from time to time by posting it in your Account, emailing it to your registered email address, mailing it to your registered physical address, calling you by phone or sending you mobile messages. Notices to you by email or mobile messages shall be deemed given 24 hours after the email or mobile message is sent, unless the sending party is notified that the email address is invalid. Notices sent by registered mail shall be deemed to have been received three days after the date of mailing.
1. Definitions & Interpretation
In this document, if we use words that start with a capital letter, that means the word has been defined in this ‘Definition & Interpretation’ section.
“Access Codes” a set of user name, password and a second authentication factor in the form of a single use code used to access your Account and/or initiate a Payment for the purpose of executing a Transfer
“Account” or “E-Wallet” a data account in our systems where we record your Available Balance, Transaction Data and other information from time to time;
“Account Information Service” an online service to provide consolidated information on one or more payment accounts held by the payment service user with another payment service provider or with more than one payment service provider;
“Account Information Service Provider” or “AISP” the supplier of an Account Information Service;
“Authorised Person” any person to whom You authorise Us to access your Account, contingent upon his approval thorough the Customer Due Diligence process;
“Available Balance” the amount of E-money issued by Us to You but not yet spent or redeemed;
“Business Day” Monday to Friday, 0900hrs to 1700hrs GMT, excluding bank and public holidays in the United Kingdom;
“Customer Due Diligence” the process we are required to go through to verify the identity of our Customers;
“Customer Funds Account” the segregated bank account where we hold relevant funds corresponding to your Available Balance in accordance with the safeguarding provisions of the Electronic Money Regulations 2011;
“E-money” monetary value issued by us to your Account on receipt of funds on your behalf in our Customer Funds Account equal to the amount of funds received;
“Exchange Rate” the exchange rate which is presented in your Account and is applied when you request to convert a certain currency to another currency;
“Faster Payments” The Faster Payments Service ( “FPS”) is a United Kingdom banking initiative to allow same day payment between banks within the United Kingdom using account number and Sort Code;
“Fees” the fees payable by you for the Payment Services;
“IBAN” International Bank Account Number (“IBAN”) used to identify bank accounts to a specific account holder for the purposes of local and international payments;
“Payment” a payment through an Account, using Transfer or SEPA or Faster Payment or SWIFT for which funds are either received or sent by us on your behalf of any Authorized Person;
“Payment Initiation Service” an online service to initiate a payment order at the request of the payment service user with respect to a payment account held at another payment service provider;
“Payment Initiation Service Provider” or (“PISP”) a payment service provider who supplies a Payment Initiation Service;
“Payment Services” the services supplied by us to you under this Agreement, including Accounts; and executing Transactions;
“SeifMoney IBAN” a virtual IBAN issued by our bank service provider that we allocate to your Account which can be used for the purpose of sending and/or receiving a Transaction;
“SEPA” a facility used for Euro currency only to send funds to a bank account solely within the Single Euro Payments Area (“SEPA”) in accordance with regulation (EC) No 924/2009. A list of participating countries can be found at https://www.europeanpaymentscouncil.eu/document-library/other/epc-list-sepa-scheme-countries
“Sort Code” Sort codes are a strain of 6 numbers used to identify the location of the bank where the account is held and route money transfers between financial institutions in the United Kingdom, and in the Republic of Ireland
“SWIFT” a facility used for sending funds internationally through the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”) network, used for Payments which are not eligible for SEPA or Faster Payments
“Transaction” Payment resulting in a credit or debit of Account, along with associated Fees;
“Transfer” a transfer of E-money from one Account to another Account within SeifMoney ecosystem;
2. Contact and Regulatory Information
2.1. Your Account can be managed online at www.seifmoney.com or via email to support@seifmoney.com.
2.2. SeifMoney utilizes a variety of payment network providers as the issuer for Your SeifMoney IBAN and provider of the Payment Services. To receive specific details related to payment network provider for your account, please contact us through our platform messaging channel, live chat, or email via support@seifmoney.com.
3. Type of Service, Eligibility and Account Access
3.1. You will have only one Account where your Available Balance is located.
3.2. Your Payment Services may not be activated unless we have been provided with the required information so that we may identify you and can comply with all applicable Customer Due Diligence requirements. We shall keep records of such information and documents in accordance with all applicable legal and regulatory requirements.
3.3. Reference to a currency (e.g., Euros) shall mean that amount or the local currency equivalent in which your Account is denominated.
3.4. Any Transaction on your Account in a currency other than the currency in which your Account is denominated, will require a currency conversion using an Applicable Exchange Rate.
3.5. The Available Balance on your Account will not earn any interest and may be charged with a negative interest rate calculated based on the Available Balance in your Account and the applicable rate at the end of each month.
3.6. The Payment Services are prepaid payment services and not a credit or bank product, you must therefore ensure that you have a sufficient Available Balance from time to time to pay for your Transactions and applicable Fees. If for any reason a Transaction is processed, and the Transaction amount exceeds the Available Balance, you must repay us the amount of such excess immediately and we shall be entitled to stop any existing or subsequent Transactions from proceeding.
3.7. This Agreement does not give you any rights against any third party.
3.8. Only persons over 18 years of age and which reside in one of our acceptable jurisdictions, are entitled to register for the Payment Services. Only companies, partnerships, and sole traders registered in one of our acceptable jurisdictions are entitles to register for the Payment Services. You may receive the full list of requirements by contacting us upon application submission. We maintain the right to refuse service for any reason even if you fulfil the above.
3.9. Each time you seek access to the Account we will ask for your Access Codes. If the correct Access Codes are entered, we will assume that you are the person giving instructions and making Transactions and you will be liable for them, except to the extent provided for in Clause 8. We can refuse to act on any instruction that we believe: (i) was unclear; (ii) was not given by you; or (iii) might cause us to breach a legal or other duty; or if we believe the Payment Service is being used for an illegal purpose.
3.10. We will do all that we reasonably can to prevent unauthorised access to the Account. As long as you have not breached the other terms contained in this Clause 3 or Clause 8, we will accept liability for any loss or damage to you resulting directly from any unauthorised access to the Account pursuant to Clauses 14 and 15 of this Agreement.
4. Service Limits, Transfers & SEPA Transfer Payment
4.1. Transactions may be restricted by Account type, individual usage patterns and payment risk profiles. For anti-money laundering and anti-fraud reasons we reserve our rights to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet our regulatory obligations.
4.2. We cannot be held liable for the payment process or fees associated with bank(s) and or intermediary bank(s) to process payments from you to us. Any fee(s) charged by third parties, not limited to receiving, processing, or crediting a payment for you will be deducted by us before crediting the remaining balance to you.
4.3. You are responsible for checking and confirming payment details and fees before making a Payment to or from your Account.
4.4. SeifMoney will credit Payments received to your Account at least once a day and before the end of the Business Day. Amounts received after the cut off period will be processed the next Business Day and you will hold SeifMoney and/or any of its payment network providers free and clear from any responsibility is this regard.
4.5. You may be asked to provide us with evidence of source of funds for us to meet our regulatory requirements, in which case you agree to provide that evidence promptly. You represent and warrant to us that the evidence you provide to us is up to date, complete and accurate.
4.6. You will be responsible for ensuring that the correct details are provided in any Payment created for you or any Authorized Person. You must ensure at all times that you have a sufficient balance on your Account to allow for the funds to be debited from your Account. You are responsible for checking the terms and conditions that have been provided to you by us. SeifMoney and any of our providers, vendors, and related third parties reserve(s) the right to decline or terminate any Payment instruction(s) that you have requested for any reason, which we are not obligated to provide the reason.
4.7. You may incur a charge for incoming Transfers if there are not enough funds in your Account to pay the associated Fees related to incoming Transfers.
5. Use of the Payment Services
5.1. You may access your Account information by logging into your Account through our website at https://www.seifmoney.com. From here you will be able to view details on your Transactions, including dates, currencies, charges or exchange rates applied. This information is accessible at any time and can be stored and reproduced as necessary.
5.2. You can use the Payment Services up to the amount of the Available Balance for Transactions.
5.3. The value of each Transaction and the amount of any Fees payable by you under this Agreement will be deducted from the Available Balance.
5.4. Once a Transaction is authorised, the relevant payment order may not be withdrawn (or revoked) by you after the time it is received.
5.5. A Transaction will be deemed to have been received by us at the time you authorise the Transaction as it has been received by us at the time it is issued by you via the Account, or if the Transaction was done by email request then within the time the Payment confirmation email was sent. You may, however, request for a recall of the Transfer.
5.6. Where a recall of a Transfer is requested by you and agreed between us and you, we may charge a fee for the recall of the Transfer.
5.7. We will ensure that the amount of a Transfer is credited to a payee as soon as possible and in any event as required by applicable law. You may inquire us about the expected time for the Transfer to arrive to the payee via customer service email or via your Account.
5.8. In order to protect you and us from fraud, third parties may seek electronic authorisation before processing any Payment. If a third party is unable to get an electronic authorisation, they may not be able to authorise your Payment.
5.9. We may refuse to authorise any use of the Payment Services which could breach these terms and conditions or if we have reasonable grounds for suspecting that you or a third party have committed or are planning to commit fraud or any other illegal or un-permitted use of the Payment Services.
5.10. Your ability to use or access the Payment Services may occasionally be interrupted, for example if we need to carry out maintenance on our Systems. Please contact Customer Services via our website to notify us of any problems you are experiencing using your Account and we will endeavour to resolve any problem.
5.11. Where applicable, you may apply to us for additional Authorized Persons, for use of your Account. Additional Authorized Persons, for whom you are legally responsible, must be 18 years of age or older. It is your responsibility to authorise the Transactions incurred by each additional Authorized Persons on the relevant Account and to ensure that the additional Authorized Persons keeps to the provision of this Agreement. You are responsible for their use of the Account and for paying any amounts they add to your Account even if the additional Authorized Persons does not keep to the provisions of this Agreement. We accept no responsibility or liability of any kind whatsoever for use of the Account by any Authorized Persons for Transactions not authorised by you. If you successfully register an additional Authorized Person, we will provide that Authorized Person with a separate access credentials, for which we will charge you an additional application fee. Upon receipt of the registration request for additional Authorized Person, we will require the following:
i. you are providing them with the copy of this Agreement (by using the Account the additional Authorized Person consents to the terms of this Agreement, which will then bind you and the Additional Authorized Person in relation to the use of the Account.
ii. you continuing to hold the Account.
iii. you are informing the additional Authorized Person that you are still able to use the Account;
iv. us obtaining such further information and documentation in order to enable us to comply with all applicable Customer Due Diligence anti-money laundering requirements in relation to the additional Authorized Person.
5.12. You will remain responsible for the use of the Payment Services, and for any Fees and charges incurred by the Authorized Person(s), and you will continue to be regarded as the holder of any funds already or subsequently loaded on the Account. The use of an Account in relation to which an Authorized Person has been registered will be regarded as confirmation that you have provided the Authorized Person with this Agreement.
5.13. You or any Authorized Person may ask us to remove that Authorized Person. An Authorized Person may not request to add additional Authorized Person, as this will need to be requested only by you as the principal holder of the Account.
5.14. You agree that we may give information about your Account to each Authorized Person and restrict what an Authorized Person can do in relation to your Account.
5.15. Except as required by law, we shall not be responsible, and you will be solely responsible, for compiling and retaining your own copy of the data in your Account and your activities in connection with this Agreement. Upon the termination of this Agreement for any reason, we shall have no obligation to store, retain, report, or otherwise provide any copies of, or access to, the Transaction data or any records, documentation, or other information in connection with any Transactions or the Account.
5.16. You agree to only use the Payment Services for lawful purposes and to always adhere to all laws, rules, and regulations applicable to the use of the Payment Services, including the terms of this Agreement.
5.17. You may not use the Payment Services to receive or transfer any funds on behalf of any other natural person or legal entity.
6. Access by Third Party Providers
6.1. You may consent to regulated third party providers (PISPs or AISPs) accessing your Account online to make payments or obtain information about balances or Transactions on your Account.
6.2. The PISPs and/or AISPs must be appropriately registered and authorised in accordance with PSD2. You should check with the regulatory authority of the relevant country before giving consent to the relevant PISP/AISP. We will not liable to responsible for any action made by the PISP or AISP on your account based on your relationship with it.
6.3. Any consent you give to a third-party provider is an agreement between you and it, we will have no liability for any loss whatsoever, as a result of any such agreement.
6.4. Before giving consent, you should satisfy yourself as to what degree of access you are consenting to, how it will be used and who it may be passed on to.
6.5. You should make yourself aware of any rights to withdraw the consent of access from the third-party provider and what process it has in place to remove access.
6.6. To the extent permitted by law or regulation and subject to any right to refund you may have under this Agreement, between you and us, we are not responsible for any actions that the relevant third party takes in relation to suspending or terminating your use of their service or for any resulting losses. We are also not responsible for, or a party to, any agreement that you enter into with any relevant third party. You should make sure that you read and comply with such agreement or other applicable policies and note that this Agreement will continue to apply between us including to any Payment Services and our Fees as stated continue to apply.
6.7. Where appropriate, we may deny access to your Account, to any third party where we consider such access to be a risk of money laundering or terrorism financing, fraud or other criminal activity. Should we need to take these actions and where possible, we will give reasons for doing so unless restricted by law or for internal security reasons.
7. Refusal of Acceptance by Third Parties
7.1. Some third parties may not accept to receive funds or to send funds using our Payment Services. It is your responsibility to check the policy with each third party you intend to pay or receive payment. We accept no liability if a third party refuses to accept payment using our Payment Services or refuses to send a payment to your Account using our Payment Services.
7.2. In relation to any dispute between the you and a third party in this regard, provided you are able to satisfy us that you have already made all efforts to resolve the dispute with the relevant third party, we will attempt to assist you so far as is reasonably practicable. We may charge you a recall fee, for any such assistance we may give you with any dispute. If there is an un-resolvable dispute with a third party in circumstances where the Account has been used for a Payment to or from that third party, you will be liable for the Payment and will have to resolve this directly with the relevant third party.
8. Managing & Protecting Your Account
8.1. You are the sole responsible for the safekeeping of your Access Codes for your Account.
8.2. Do not share your Access Codes with anyone. You must keep your Access Codes safe and separate from your Account credentials or any record of your Account number and not disclose it to anyone else. This includes:
i. memorising your Access Codes as soon as you receive it, and destroying the post mail or other authorised communication used to transmit it to you;
ii. never writing your Access Codes on anything you do not have exclusive access to;
iii. keeping your Access Codes secret at all times, including by not using your Access Codes if anyone else is watching;
iv. not disclosing your Access Codes to any person.
8.3. If you disclose the Access Codes to any Authorised Person, you are responsible and liable for their access, use or misuse of the Account, their breach of the terms of this Agreement or disclosure of the Access Codes.
8.4. The Payment Services may only be used by you and each Authorised Person. You must not allow any other person to use the Payment Services except Authorised Persons.
8.5. Failure to comply with Clauses 8.2 and/or 8.3 and/or 8.4 may affect your ability to claim any losses under Clause 14 in the event that we can show that you have intentionally or negligibly 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 Clause 15.
8.6. If you believe that someone else knows your Access Codes details, you should contact us immediately in accordance with Clause 13.
9. Identity Verification
9.1. You must notify us within 7 days of any change in the Account identity details or the Account contact details. You can notify us by contacting 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 will need to verify your updated Account details and shall request the relevant supporting documents from you, as we may deem necessary.
9.2. We reserve the right, at the time of your application or at any time in the future, to satisfy ourselves as to the Account identity details, Account contact details, and any details relating to you or any Authorized Person, and to request relevant supporting documents in any manner which may be deemed necessary by our compliance team, and to the request of any third party our service is provide through.
9.3. You authorise us to perform electronic identity verification checks directly or using relevant third parties.
9.4. Any cost associated with the production of the supporting documents required by us shall be borne solely by you, even if such supporting documents do not satisfy our requests.
10. Right to Cancel (“Cooling-Off’)
10.1. You have a right to withdraw from this Agreement within 14 days from the day you applied for our Payment Services under the following conditions (the “Cool Off Period”):
i. You must inform us that you wish to withdraw from this Agreement, and you must not use the Payment Services. We will then cancel your Account Payment Services and reimburse the amount of Available Balance on the Account to you. However, we reserve the right to hold the Available Balance for up to 30 business days from receipt of your instructions before returning the Available Balance, to ensure that details of all Transactions have been received and that the Payment Services have not been used fraudulently.
ii. The Application Fee shall not be refundable.
10.2. After the Cooling Off Period you may only terminate the Payment Services as described in Clause 12.
11. Expiry & Redemption
11.1. Your funds are available for redemption by contacting us at any time or using the Account by online means. We reserve the right to request identification documentation in order to ensure redemption is performed in strict accordance with applicable law.
11.2. We shall have the absolute right to set-off, transfer, or apply sums held in the Account in or towards satisfaction of all or any liabilities and Fees owed to us that have not been paid or satisfied when due.
11.3. We shall have the absolute right to close your Account and submit a wire recall claim for the relevant Transactions if your Account is in negative standing for more than 30 days. If our wire recall is successful, funds paid to your Account may only be used to satisfy the negative balance of your Account, and your Account will remain closed. The remainder of the amount, if any shall remain, shall only be paid to an account under your name once we receive your account details.
11.4. If your Account is inactive (including, without limitation, no access have been made to the Account or payment of a Transaction have been made) for at least 3 consecutive months and has an Available Balance, we may (but we are not obliged to) notify you by sending an e-mail to your registered e-mail address and give you the option of keeping your Account open and maintaining or redeeming the Available Balance. If you do not respond to our notice within thirty (30) days, we will automatically close your Account and initiate a Transfer of your Available Balance to the last payment account notified by you to us which belongs to you (your “Nominated Bank Account”). In case you do not have a Nominated Bank Account, the Available Balance shall be kept in a segregated account which will incur Fees for the monthly safe keeping of the funds, negative interest rate, and any other fee that might be levied by us, or on us by any third party.
12. Termination or Suspension of Your Account and/or Processing of Transactions
12.1. We may terminate this Agreement and your use of the Payment Services with prior notice of at least 30 days, for any reason.
12.2. This Agreement and your use of the Payment Services will also end when your ability to initiate Transactions ceases.
12.3. We may terminate or suspend, for such period as may reasonably be required, your use of the Payment Services in whole or in part at any time or the processing of any Transaction(s) if:
i. there is any fault or failure in the relevant data processing system(s);
ii. we reasonably believe that you have used or are likely to use the Payment Services, or allow them to be used, in breach of this Agreement or to commit an offence;
iii. any Available Balance may be at risk of fraud or misuse;
iv. we suspect that you have provided false or misleading information;
v. we are required to do so by law, the police, a court or any relevant governmental or regulatory authority;
vi. we are required to fulfil our legal obligations in relation to the fight against money laundering and financing of terrorism;
vii. there is suspicion of unauthorised or fraudulent access to or use of your Account or that any of its security features have been compromised, including the unauthorised or fraudulent initiation of a Transaction;
viii. we have reasonable grounds to believe you are carrying out a prohibited or illegal activity;
ix. we are unable to verify your identity or any other information pertaining to you, your Account or a Transaction.
12.4. If any Transactions are found to have been made using your Account after expiry, you must immediately repay such amounts to us.
12.5. Where it is practicable and lawful for us to do so or would not compromise reasonably justified security reasons, we will notify you via email of the suspension or restriction and the reasons for it before such measures take place or immediately thereafter.
12.6. We will reinstate your Account or execute the relevant Transaction(s) as soon as practicable after the reasons pursuant to Clause 11.4 no longer apply or exist.
12.7. If you wish to terminate the Payment Services at any time, you must request termination and the return of your Available Balance by email from the email address registered in your Account. Our Customer Services department will then suspend all further use of your Payment Services.
12.8. Once we have received all the necessary information from you (including any Customer Due Diligence) and all Transactions and applicable Fees and charges have been processed, we will refund to the you any Available Balance less any Fees and charges payable to us, provided that:
i. you have not acted fraudulently or with gross negligence or in such a way as to give rise to reasonable suspicion of fraud or gross negligence; and
ii. we are not required to withhold your Available Balance by law or regulation, or at the request of the police, a court or any regulatory authority.
12.9. If, following reimbursement of your Available Balance, any further Transactions are found to have been credited or debited or Fees incurred using the Account or we receive a reversal of any prior Transaction, we will notify you of the amount and you must immediately repay to us such amount on demand as a debt.
13. Loss or Theft of your Card or Misappropriation of Your Account
13.1. If you think someone is using your Account and/or Access Codes without your permission, you must contact us as soon as possible and you must provide us with your Account details and/or Account number and either your Username or some other identifying details acceptable to us so that we can be sure we are speaking to you
13.2. Once we have been notified of any loss or theft, we will suspend the Payment Services as soon as we are able, to limit any further losses (see Clause 14). We can only take steps to prevent unauthorised use of the Payment Services if you can provide us with the Account number and Username, and any other information we require from you, and if you can produce sufficient details to identify yourself and the relevant Account.
13.3. By applying for the Payment Services provided to you by us, you hereby agree to help us, our agents, regulatory authorities and the police if your Account Access Codes are lost, stolen or if we suspect that the Payment Services are being misused.
14. Liability for Unauthorised or Incorrectly Executed Transactions
14.1. Subject to Clauses 14.2, 14.3, 14.5 and 14.6, we will do our best effort in order to reimburse you in full for all unauthorised Transactions sent from your Account after noting or being notified of the unauthorized or incorrect Transaction (except where we have reasonable grounds for suspecting fraud), provided that you have informed us of the unauthorised Transaction without undue delay after becoming aware of the Transaction.
14.2. You may be liable for losses relating to any unauthorized Transactions resulting from the use of a lost or stolen Access Codes or the misappropriate use of your Account, unless the loss, theft or misappropriation was announced to us prior to Transactions taking place and not acted upon by us (except where you acted fraudulently) or was caused by acts or lack of action of our employee, agent, branch or service provider.
14.3. You are liable for any losses incurred by an unauthorised Transaction if you have acted fraudulently or failed either intentionally or through gross negligence, to use your Account in accordance with the terms of this Agreement or to keep your Access Codes confidential and secure in accordance with Clause 8.
14.4. You shall not be liable for losses incurred by an unauthorised Transaction which takes place after you have notified us of a compromise of your Access Codes according to Clause 8, unless you have acted fraudulently, or where we have failed to provide you with the means to notify us in the agreed manner without delay on you becoming aware of the loss, theft, misappropriation or unauthorised use of your Account.
14.5. We shall not be liable for a refund or losses incurred by an incorrectly or non-executed payment Transaction if the details of the payee’s account provided by you were incorrect or we can prove that the full amount of the Transaction was duly received by the payment service provider of the payee.
14.6. We shall not be liable for any unauthorised or incorrectly executed Transactions in case the Transaction was affected by abnormal and unforeseeable circumstances beyond our reasonable control or where we acted in accordance with a legal obligation.
14.7. Where we are liable for the incorrect execution of a Payment that you receive under this Agreement, we shall immediately place the amount of the Transaction at your disposal in accordance and credit the corresponding amount to your Account no later than the date on which the amount would have been value dated, had the Transaction been correctly executed.
14.8. Where we are liable for the incorrect execution of a Payment by you as payer, we shall, without undue delay, refund to you the amount of the non-executed or defective Transaction, and, where applicable, restore the debited Account to the state in which it would have been had the defective Transaction not taken place.
14.9. In the case of a non-executed Payment by you as payer, we shall, regardless of whether we are liable, on request, make immediate efforts to trace the Transaction and notify you of the outcome, free of charge.
14.10. In the case of an executed Payment by you as payer, we shall, regardless of whether we are liable, on request, make immediate efforts to trace the Transaction and notify you of the outcome for which a fee will be charged in accordance with our fee schedule.
14.11. The right to a refund under this Clause 14 does not apply where you have given consent directly to us for the Payment to be made and, if applicable, information on the Payment was provided or made available to you by us or the payee in an agreed manner for at least four weeks before the due date.
14.12. If you are not satisfied with the justification provided for refusing the refund or with the outcome of your claim for a refund, you may submit a complaint to us or contact the complaints authority as described in Clause 16.
14.13. If at any time we have incorrectly deducted money from your Available Balance, we shall refund the amount to you. If we subsequently establish that the refunded amount had been correctly deducted, we may deduct it from your Available Balance and may charge you a Fee. If you do not have sufficient Available Balance, you must repay us the amount immediately on demand.
14.14. Where any request, Transaction, disputed Transaction, arbitration or reversed Transaction involves third party costs, you remain liable for these and they will be deducted from your Account or otherwise charged to you.
15. General Liability
15.1. Without prejudice to Clause 14 and subject to Clause 15.4;
i. neither party shall be liable to the other for indirect or consequential loss or damage (including without limitation loss of business, profits or revenues), incurred in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise;
ii. we shall not be liable:
1. if you are unable to use the Account or Payment Services for any valid reason stated in this Agreement;
2. for any fault or failure beyond our reasonable control relating to the use of the Payment Services, including but not limited to, a lack of Available Balance or fault in or failure of data processing systems;
3. for any loss, fault or failure relating to the use of a Third-Party Provider as stated in Clause 6.3, 6.6 and 6.7 of this Agreement,
4. if a third party refuses to accept a Payment from your Account or make a Payment to your Account or fails to cancel an authorisation or pre-authorisation;
5. for any dispute you might have with a third party or other user of the Payment Service where you acted with:
15.1.ii.5.1. undue delay
15.1.ii.5.2. fraudulently; or
15.1.ii.5.3. with gross negligence (including where losses arise due to your failure to keep us notified of your correct personal details)
15.2. You agree that you will not use the Payment Services in an illegal manner, and you agree to indemnify us against any claim or proceeding brought about by such illegal use of the Payment Services by you, your Authorised Person(s) and Additional Cardholder(s).
15.3. You are solely responsible for your interactions with third parties sending or receiving funds from your Account through our Payment Services or additional Authorized Persons using the Account. We reserve the right, but have no obligation, to monitor or mediate such disputes.
15.4. To the fullest extent permitted by relevant law, and subject to Clause 14 and Clause 15.5, our total liability under or arising from this Agreement shall be limited to to repayment of the amount of the Available Balance.
15.5. Nothing in this Agreement shall exclude or limit either Party’s liability in respect of death or personal injury arising from that party’s negligence or fraudulent misrepresentation.
15.6. No party shall be liable for or be considered in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such Party’s reasonable control.
16. Dispute Resolution
16.1. We are committed to providing an excellent customer experience for all our end users. In the event you feel you have been mistreated, kindly have your initial communication with our account managers who can be contacted by email to support@seifmoney.com. Our account managers will listen to your needs and will do their best to resolve the issue promptly and fairly.
16.2. You must provide us with all receipts and information that are relevant to your claim.
16.3. If having received a response from our account managers, you are unhappy with the outcome, you may contact Financial Services Complaints Tribunal (Kifid – www.kifid.nl).
17. Your Personal Data
17.1. In order for us to provide you with the services relating to your Account, we are required to collect and process personal data about you, and any additional Authorised Persons, with your consent or on a legal basis to meet our obligations for Anti-Money Laundering legislation or another governmental organisation, legislation, and regulation.
17.2. Your consent will be sought for collection of your data and you have the right to agree or decline. We will consider your permission has been given upon you submitting an application for using the Payment Services. Where you decline consent for the collection and processing of your data, we reserve our right to discontinue service due to our obligations as a financial services institution.
17.3. We may disclose or check your personal data with other organisations and obtain further information about you in order to verify your identity and comply with applicable money laundering and governmental regulations. A record of our enquiries will be left on your file.
17.4. We may pass your personal data on to third-party service providers contracted by SeifMoney in the course of dealing with your Account and providing you with the Payment Services. Any third parties that we may share your data with are obliged to keep your details secure, and to use them only to fulfil the service they provide us in relation to you. Where we transfer the personal data to a third country or international organisation, we ensure this is done securely and that they meet the required standard of data protection in accordance with the applicable GDPR legislations.
17.5. You have the right to receive information concerning the personal data we hold about you and to rectify such data where it is inaccurate or incomplete. You have the right to object to or withdraw any consent you have given for certain types of processing such as direct marketing.
17.6. Your data will be retained for 5 years after the end of the provision of services to you, where your data will be destroyed in compliance with the requirements of the General Data Protection Regulation.
17.7. In the event that you wish to make a complaint about how your personal data is being processed by SeifMoney (or third parties as above), or how your complaint has been handled, you have the right to lodge a complaint directly to SeifMoney by email. In case you are not satisfied with your complaint handling by SeifMoney, you may escalate your complaint with the National Supervisory Authority For Personal Data Processing (NSAPDP) by email to anspdcp@dataprotection.ro/dpo@dataprotection.ro or by vising https://www.dataprotection.ro/?page=Plangeri_RGPD
17.8. Our Privacy Policy provides full details of your rights as a data subject and our obligations as a data controller. Please read this document carefully and ensure you understand your rights. In any case of discrapnacy between this section 17 and our privacy policy, the latter shall prevail.
18. Changes to the Terms and Conditions
We may update or amend these terms and conditions (including our Fees & Limits Schedule). Notice of any changes will be given on our website, or by e-mail notification, or by SMS at least 60 days in advance. By continuing to use the Payment Services after the expiry of the 60 days notice period, you acknowledge that you indicate your acceptance to be bound by the updated or amended terms and conditions. If you do not wish to be bound by them, you should stop using the Payment Services and terminate this Agreement in accordance with Clause 10 before the changes take effect.
19. Miscellaneous
19.1. We may assign or transfer our rights, interest or obligations under this Agreement to any third party (including by way of merger, consolidation or the acquisition of all or substantially all of our business and assets relating to the Agreement) upon 30 days’ written notice. This will not adversely affect your rights or obligations under this Agreement.
19.2. Nothing in this Agreement is intended to confer a benefit on any person who is not a party to it, and therefore no such person shall have any right under Irish Legislation, but this Clause do not affect a right or remedy of a third party which exists or is available apart from that Legislation.
19.3. Any waiver or concession we may allow you, will not affect our strict rights and your obligations under this Agreement.
19.4. This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement.
20. Funds Protection
All relevant funds corresponding to your Available Balance are segregated from our funds and held in a segregated clients funds account in accordance with the safeguarding requirements of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and all applicable laws. In the event that we become insolvent, those funds are protected against claims made by any of our creditors in line with the applicable laws.
21. Regulation & Law
21.1. The Payment Services and Account are payment services and not deposit, credit or banking products and are not covered by a compensation scheme.
21.2. his Agreement shall be governed by and interpreted in accordance with the laws of Romania. In case a dispute has arisen between you and us concerning this Agreement and /or the Payment Services, the parties agree that the dispute, controversy or request arising as a result or in relation to this Agreement (including any dispute regarding its conclusion, execution or termination), will be resolved through the mediation procedure by ADR Center Romania in compliance with the Rules of Mediation of ADR Center Romania. The state or arbitral courts are competent only after the failure of the mediation procedure performed in compliance with the Mediation Rules of the ADR Center Romania. In case of such a failure, the dispute shall be conducted exclusively by the competent court in Bucharest, Romania.
Annex 1 – Modulr Finance B.V. Terms & Conditions
BACKGROUND
Modulr Finance B.V. (“Modulr”) is a provider of Modulr Products (as described to you by Partner Platform or SeifMoney), which includes the provision of an electronic money account for businesses and associated payment services. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client.
These Introduced Client Terms of Business (including all the attached Schedules), together with the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr and the Introduced Client.
THE PARTIES AGREE AS FOLLOWS:
1. Interpretation
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 of Business; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. Modulr Products
2.1. Modulr will make available to the Introduced Client such products that are provided to the Partner Platform and as described by Partner Platform in the application process.
2.2. The Introduced Client agrees to the Partner Platform providing all such information to Modulr who will check and verify the identity of the Introduced Client, its directors, beneficial owners and Authorised Users as required by law.
2.3. The Introduced Client acknowledges that a search of the available public registers may take place for anti-money laundering purposes on the individuals listed in clause 2.2 above.
2.4. The Introduced Client acknowledges that the individuals noted in clause 2.2 above may have their their personal details accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism (AML/CFT), identity verification and fraud prevention.
2.5. The Account is provided by Modulr 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.
2.6. The Introduced Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).
2.7. The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised.
2.8. From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.
2.9. The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Modulr discontinuing the provision of the Modulr Products as set out in clause 6.4.
2.10. The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.
3. Authorised Users
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 two full Business Days 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, Cardholders or Transaction information so that it can verify the identity of an Authorised User , the Cardholder and/or the Modulr Products provided to such Introduced Client.
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. Term and Termination
6.1. 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.
6.2. The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
6.3. Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
6.4. Modulr may suspend or terminate this Agreement immediately if, for any reason, the Introduced Client (i) is unable to satisfy the Due Diligence Procedures, (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority. Modulr shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement.
6.5. This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
6.6. Modulr may terminate or suspend this Agreement in whole or in part immediately by giving written notice to the Introduced Client if Modulr ceases to provide Cards pursuant to the provisions of Schedule 1.
6.7. On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr such amount equal to the negative balance.
7. Intellectual Property
7.1. 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.
7.2. Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.
8. Force Majeure
8.1. 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.
9. Assignment Transfer and Subcontracting
9.1. The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client cannot 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. This clause shall have proprietary effect (goederenrechtelijke werking).
9.2. 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.
9.3. In the event of any transfer of this Agreement by Modulr to another service provider, Modulr will notify the Introduced Client no later than two months before the proposed transfer; 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 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.
10. Liability
10.1. 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.
10.2. Modulr makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
10.3. 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, restriction measures, or other measures implemented from time to time including as required for compliance with legal and regulatory requirements, 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.
10.4. 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 Cardholder or an Authorised User’s use or Cardholder’s use or inability to use of the Modulr Products.
10.5. 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, or a Cardholder has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.
10.6. 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.
11. Reports
11.1. Modulr may make available certain management or other reporting or business administration functionality via the Website.
11.2. Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.
12. Data Privacy
12.1. Modulr will collect and retain personal information about the Introduced Client and each Authorised User and Cardholder to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about it. Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client.
12.2. Modulr processes personal information in accordance with relevant laws on the protection of personal data.
12.3. 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.
12.4. Further information about how Modulr uses personal information can be found in Modulr’s Privacy Policy; please contact Customer Services for a copy of this.
13. Changes to the Agreement
13.1. Modulr may amend or modify this Agreement by giving two months’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform.
13.2. The Introduced Client has no obligation to accept such amendments proposed by Modulr.
13.3. 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 circumstances, 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 such circumstances, the Introduced Client will not be charged a fee for the Account closure and return of any balance.
14. General
14.1. 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.
14.2. 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.
14.3. 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.
14.4. 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.
14.5. This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
14.6. Exclusion of relevant statutory provisions: the following provisions of the Netherlands Civil Code do not apply in the relationship between Modulr and the Introduced Client: articles 7:516, 7:517, 7:518 and 7:519, article 7:520(1), article 7:522(3), article 7:527, articles 7:529 to 7:531, article 7:534 and articles 7:543, 7:544 and 7:545 Netherlands Civil Code and all legislation pursuant to and/or based on such articles. Furthermore, if not already covered by the articles referred to in the preceding sentence, the rules regarding provision of information in the Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) that follow from Title III PSD2 do not apply. The above contains the exclusion of the relevant provisions of PSD2 as implemented in Dutch law. Consequently, all rules with regard to the content and provision of the information required by Title III of PSD2 and the following provisions of Title IV of PSD2 do not apply to this Agreement: article 62(1), article 64(3), article 72, article 74, article 76, article 77, article 80 and article 89 of PSD2 and all legislation pursuant to and/or based on such articles. This clause shall not apply if the Introduced Client is a Consumer
14.7. This Agreement – and any contractual and non-contractual obligation pursuant hereto – is governed by the laws of the Netherlands and the Introduced Client agrees that any disputes hereunder (including non-contractual disputes) shall be under the exclusive jurisdiction of the competent Courts of Amsterdam.
14.8. The Modulr Account Terms and Conditions; Important information you need to know
Please read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us.
These Terms and Conditions, together with the Introduced Client Terms of Business constitute the entire agreement between Modulr and you.
By accepting the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services.
1. DEFINITIONS
3DS – means the EMV 3DS service offered by us for you or a Cardholder to use when you or a Cardholder make a purchase or place an order on the internet with your Card.
Account – The electronic money account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.
Account Information Service Provider – means a third party payment service provider who is authorised by or registered with De Nederlandsche Bank N.V. 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 – any limit that applies in relation to your Account and/or Card, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2.
Account Manager – The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.
Account Owner – The entity legally responsible for an Account.
Agreement – The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business, which constitute the entire agreement between you and Modulr.
Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct 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 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 Netherlands.
Card – means a Virtual Card or a Physical Card.
Cardholder – means the individual authorised to use the Physical or Virtual Card issued to you.
Card Scheme – Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.
Card Transaction – means a Virtual Card Transaction or a Physical Card Transaction.
CHAPS – the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.
Chargeback has the meaning given to it in Schedule 1 of the Introduced Client Terms of Business.
Consumer – means a natural person not acting in the course of its business or profession.
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.
Data Protection Laws – means all laws relating to the processing of Personal Data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC, the Dutch GDPR Implementation Act (Uitvoeringswet Algemene Verordening gegevensbescherming) (as may be amended from time to time) and the General Data Protection Regulations (EU) 2016/679 (“GDPR”) together with equivalent legislation of any other applicable jurisdiction, delegated legislation of other national data protection legislation, and all other applicable law, regulations and approved codes of conduct, certifications, seals or marks in any relevant jurisdiction relating to the processing of personal data including the opinions, guidance, advice, directions, orders and codes of practice issued or approved by a supervisory authority or the Article 29 Working Party or the European Data Protection Board.
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 GBP payments in the which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.
Information – Means any information related to the organisation, and any personal information related to Account Manager or the Cardholder.
Intellectual Property Rights – means without limitation all patents (including models and inventions), trademarks, service marks, trade names, internet designations including domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and “Intellectual Property” shall be construed accordingly;
Introduced Client – Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant).
Introduced Client Terms of Business – The terms on which Modulr provides Modulr Products to the Introduced Client.
Merchant- means a merchant authorised to accept Card Scheme-branded Cards.
Modulr Account Terms and Conditions – This agreement, between Modulr 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 described by the Partner Platform in the application process.
One-Time Passcode – means the six-digit passcode sent to your mobile phone number by us, via SMS.
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 and can be used for the management of accounts.
Partner Platform – A third party that is permitted by Modulr to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User, in this case SeifMoney.
Partner Platform Agreement – an agreement between the Introduced Client 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.
Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with De Nederlandsche Bank N.V. or another European regulator to provide an online service to initiate a Transaction at your request on your Account.
Physical Card – means a physical card-based payment instrument issued by us to you which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which may be used to make Physical Card Transactions.
Physical Card Transaction – means the use of a Physical Card to make a payment to a Merchant.
Regulator – De Nederlandsche Bank N.V., located at Spaklerweg 4, 1096 BA Amsterdam, Netherlands or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the Netherlands.
SEPA – the Single Euro Payments Area is the area where citizens, companies and other economic actors can make and receive payments in euro, within Europe, whether within or across national boundaries under the same basic conditions, rights and obligations, regardless of their location. SEPA is driven by the European Commission and the European Central Bank, amongst others, as a key component of the EU Internal Market. SEPA shall be deemed to encompass the countries and territories which are part of the geographical scope of the SEPA Schemes, as listed in the EPC List of SEPA Scheme Countries, as amended from time to time.
SEPA Credit Transfer – a service allowing you to make and receive non urgent EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.
SEPA Instant Credit Transfer – a service allowing you to make and receive near real time EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.
SEPA Transfers – means, together, SEPA Credit Transfer and SEPA Instant Credit Transfer.
SWIFT – the global member-owned financial telecommunications system used to facilitate the secure transfer of messages, including payment instructions, between financial institutions.
SWIFT Inbound Payment – an inbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT.
SWIFT Outbound Payment – an outbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT.
SWIFT Payments – means, together, SWIFT Inbound Payments and SWIFT Outbound Payments (and SWIFT Payment shall be construed accordingly).
Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it, including a Card Transaction.
TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider.
we, us, our or Modulr – Modulr Finance B.V., a company registered in the Netherlands with number 81852401, whose registered office is at Weteringschans 165 C, 1017 XD Amsterdam and who is regulated by De Nederlandsche Bank N.V. for issuance of electronic money under reference number R182870.
Virtual Card – means a virtual card-based payment instrument consisting of (amongst other things) a unique 16 digit account number issued to you which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which may be used to make Virtual Card Transactions.
Virtual Card Transaction – means the use of a Virtual Card to make a payment to a Merchant.
Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products.
you, your – The Account Owner, also referred to as an Introduced Client.
2. ACCOUNT & CARD LIMITS
2.1 Limits may apply to the balance on your Account at any time, the maximum value of an individual payment Transaction, maximum Virtual Transaction value per Card, the maximum aggregate value of all payment Transactions made from your Account or Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe. Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.
2.2 The limits and restrictions that apply to your Account and Card will be communicated to you during the Account set-up process and/or before the Card is issued to you (as applicable). These limits may also change over time based on your Account and/or Card usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.
2.3 From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases on a train, aeroplane, underground or toll payments). In such circumstance, a negative balance on your Account may occur. In this case the process in paragraphs 5.15 to 5.17 inclusive will apply.
2.4 Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released by the Merchant. The pre-authorisation allows the Merchant up to 30 days to claim and settle any funds owed to them from the Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, Modulr must still make this settlement, which may result in a negative balance on your Account. In this case the process in paragraphs 5.15 to 5.17 inclusive will apply.
2.5 To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them.
3. SCOPE OF THESE TERMS AND CONDITIONS
3.1 Your Account is an electronic money account (and therefore is not a traditional bank account) and the electronic money and any Card associated with it is issued to you by us. We are regulated by De Nederlandsche Bank N.V. for the issuance of electronic money. Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.
3.2 The types of Transactions enabled for your Account will be explained to you by the Partner Platform, or as subsequently enabled by us. The terms of these Modulr Account Terms and Conditions applicable to specific Transactions or payment types (for example, Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.
3.3 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
3.4 You agree that we 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.
3.5 You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
3.6. By accepting these Terms and Conditions, you acknowledge that the Dutch Deposit Guarantee Scheme or other government sponsored insurance does not apply to funds held in the Account.
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 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. We are also authorised to take instructions from any other Account Manager (where different from Partner Platform) and, with respect to Physical Card Transactions, from the Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or Card(s).
5.6 Your Account can make payments out to external bank accounts via SEPA Transfer, Faster Payments, SWIFT Payments (if selected as a Modulr Product) and other methods as added and notified to you by the Partner Platform from time to time. With regard to SEPA Transfers, Modulr will automatically process inbound and outbound SEPA payments via SEPA Instant Credit Transfers where possible. In the event Modulr is unable to process such payments via SEPA Instant Credit Transfers, the payments will default to being made via SEPA Credit Transfers.
5.7 Where Cards are made available to you, , your Account can be used to fund Card Transactions. You or your Account Manager or Partner Platform can request a Virtual Card or a Physical Card to be issued to you via the Online Portal or Modulr API.
5.8 Where a Virtual Card or Physical Card is issued to you, you may be able to register and/or store the details of the Card within third party apps and/or devices and to use those third party apps/devices to initiate payments with your Card. When you first register your Card within a third party app/device we support, you may be required to verify that it is you requesting the registration of the Card. If you do not do this, you may not be able to register and use your Card through the third party app/device.
5.9 The value of any Card Transaction, together with any applicable fees and charges, will be deducted from your Account once we receive the authorisation request from the Merchant.
5.10 If the Card Transaction is made in a currency other than the currency the Card is denominated in, the Card Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by it on the day we receive details of the Card Transaction. The exchange rate varies throughout the day and is not set by us. You can check the relevant Card Scheme rate as follows.
Mastercard Card Scheme rate at: https://www.mastercard.co.uk/en-gb/consumers/get-support/convert-currency.html;
VISA Card Scheme rate at: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html.
5.11 If you use the Card to make a purchase online you may be asked by the Merchant to use 3DS. Physical Cards are automatically enrolled for use with 3DS. When you use 3DS, you agree that the following shall apply in relation to your use of the Card:
5.11.1 You must provide us with your mobile phone number before you can use 3DS. You must ensure that your mobile phone can receive SMS at the time of your purchase.
5.11.2 When you use 3DS to purchase from a participating Merchant, you will be presented with an electronic receipt and the One-Time Passcode will be sent to your mobile phone.
5.11.3 Without your One-Time Passcode, you will not be able to make purchases from participating Merchants.
5.11.4 If you update your mobile phone number then you must notify us immediately of your new details, to ensure our records are correct.
5.11.5 The One-Time Passcode is valid for the purchase you received it for. You are responsible for the security and confidentiality of your One-Time Passcode and must not share it with anyone else.
5.11.6 You will be responsible for any fees or charges imposed by your mobile phone service provider in connection with your use of 3DS.
5.12 A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform:
5.12.1 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;
5.12.2 when you or your Account Manager or Partner Platform submits a request for a creation of a Virtual Card via the Online Portal or Modulr API, you shall be deemed to have authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value specified when creating the request for creation of the Virtual Card;
5.12.3 when you or the Cardholder (i) enter a PIN or provide any other security credentials; (ii) sign a sales voucher; (iii) provide the Physical Card details and/or provide any other details as requested; (iv) wave/swipe the Physical Card over a card reader; or (v) insert the Physical Card into a card device or an ATM;
5.12.4 when you give instructions through a third party (such as the recipient of a Payment Initiation Service Provider).
Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.13 below.
5.13 You can cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give us notice to cancel no later than close of business on the Business Day before the Transaction was due to take place.
5.14 Cancelling a recurring Card Transaction with us will not cancel the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.
5.15 If for any reason whatsoever, a negative balance arises because a Transaction is completed when there are not enough funds on your Account for that Transaction, you shall reimburse the negative balance amount immediately, unless circumstances described in sections 5.16 and 5.17 apply. You agree that once we make this negative balance known to you, we will charge you the amount of negative balance and you must repay it immediately. We may set-off the amount of the negative balance against any funds on your Account, including any subsequently loaded funds. Until we are reimbursed this negative balance amount, we may arrange for your Account, including Card(s) to be suspended. We may also report the negative balance to credit reference agencies.
5.16 Where a negative balance arises because of an error on the part of a Merchant where the Card Transaction occurred, we will seek to recover the negative balance amount from the Merchant.
5.17 Where a negative balance arises because of an error on the part of the recipient of the payment or us, we will seek to recover the negative balance amount from the person who made the error.
5.18 The Available Balance on your Account will not earn any interest.
5.19 You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.
5.20 You will be provided with a monthly statement free of charge setting out information relating to individual payment Transactions by the Partner Platform or us (using the details we have associated with your Account).
6. THIRD PARTY ACCESS
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 On termination of the Agreement for any reason, these Terms and Conditions will automatically terminate, and your Account will be closed and any Cards issued to you will be cancelled.
7.4 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via SEPA Transfer based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours and you may at any time request a refund by contacting Customer Services. You will not have any access to your Account 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 at any time suspend, restrict or refuse to authorise any use of your Account, Cards (including cancelling Card(s)) or refuse to process your instructions or authorise any particular Transaction where:
8.2.1 we are concerned about the security of or access to your Account and/or your Card;
8.2.2 we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;
8.2.3 we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;
8.2.4 the Transaction would breach the limits applicable to your Account and/or Card;
8.2.5 you, the Account Manager or the Cardholder breach an important part of these Terms and Conditions, or repeatedly breach any term in this Agreement and fail to resolve the matter in a timely manner.
8.3 If we cancel, suspend or restrict your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal, suspension or cancellation (as applicable). If possible, we will provide the reasons for the refusal to execute the Transaction and/or suspending the use of your Account and/or Card and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
8.4 You, the Account Manager or Cardholder must not:
8.4.1 allow another person to use security information related to the Account, Cards, and/or app/device you use to make Transactions, write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
8.4.2 disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
8.5 You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe, including the security-related details relating to any app and/or devices you have registered or stored your Card on, at all times. If you visit a website or receive a message that asks for your password, other than the Modulr website, this should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.
8.6 In the event that a Transaction was not authorised by you, your Account Manager, a Cardholder or by a TPP on your behalf, we will refund the amount of the Transaction to the you immediately and in any event not later than the end of the Business Day immediately following notification of the unauthorised Transaction and your maximum liability in respect of the Transaction will be €50.
8.6.1 8.6 will not apply and you will bear all losses and liability for:
8.6.2 all Transactions that take place as a result of you or the Account Manager or Cardholder acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.
8.6.3 all Transactions that the Partner Platform or any other Account Manager or Cardholder makes on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
8.6.4 all unauthorised Transactions that arise from the use of lost or stolen Physical Cards, the Account or Card security information such as but not limited to the Online Portal log in details, API security details, Card number and CVV, if you, the Account Manager or Cardholder fail to keep the security features of the Account, Cards and/or app/device where your Card is registered/stored 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 (or an Account Manager or Cardholder) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has unauthorised access to your Account and/or Card, you must inform us immediately by contacting Customer Services. After you notify us, we will replace a lost, stolen or misappropriated Physical Card and/or security credentials, as appropriate.
9.2 We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions, provided at all times that you have notified us without undue delay of becoming aware of such incorrectly executed or unauthorised Transaction and in any case within the timeframes required by the Card Scheme rules if the incorrect Transaction relates to a Card Transaction and for all other Transactions within 13 months of the date of the relevant Transaction. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this period.
9.3 If you dispute a Transaction:
9.3.1 subject to 9.3.2 and 9.3.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction;
9.3.2 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; and
9.3.3 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.
9.4. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.
9.5 You will be liable for all Transactions made from your Account if you (or the Account Manager or the Cardholder) have acted fraudulently or have failed with gross negligence:
9.5.1 to keep the security credentials used to access or use your Account and/or Card safe and secure or otherwise failed to comply with these Terms and Conditions in relation to the safety of your Account and/or Card; or
9.5.2 failed to notify us in accordance with 9.1 above.
9.6 You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
9.6.1 the authorisation did not specify the exact amount;
9.6.2 the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and
9.6.3 you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.
In such circumstances we will refund you within 10 Business Days of receiving your claim for a refund or, where applicable, within 10 Business Days of receiving any further information we requested – or we will provide you with reasons for refusing the refund.
10. VARIATION
10.1 We may change these Terms and Conditions by providing you with at least two months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address).
10.2 If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed free of charge. 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 false, misleading or materially incorrect; or
11.2.2 if you, the Account Manager, the Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of same; 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; or
11.2.5 we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.
11.3 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).
12. OUR LIABILITY
12.1 Our liability 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
13.1 Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Services for details of where to access this) for full details on the personal data that we hold, how we will use it and how we will keep it safe. Modulr will at all times comply with Data Protection Laws.
13.2 We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or service.
13.3 You must update any changes to your Information by contacting Customer Services.
13.4 If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.
13.5 If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.
14. COMPLAINTS PROCEDURE
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 any disputes must be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands except for as subject to your local statutory rights. If you qualify as a Consumer (i.e. non-business or professional user) you may also refer your complaint to the Financial Services Complaints Tribunal (Kifid – www.kifid.nl).
15. GENERAL
15.1 Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until 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 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.
15.5 You can obtain a copy of this Agreement at any time by contacting Customer Services.
15.6 These Terms and Conditions – including any contractual and non-contractual obligations hereto – are governed by the laws of the Netherlands and you agree to the exclusive jurisdiction of the Courts of Amsterdam.
15.7 This Account is not covered by a compensation scheme. 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 and will be safeguarded in accordance with our obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht). In the event that we become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors in line with Dutch law.
15.8. Exclusion of relevant statutory provisions: the following provisions of the Netherlands Civil Code do not apply in the relationship between Modulr and the Introduced Client: articles 7:516, 7:517, 7:518 and 7:519, article 7:520(1), article 7:522(3), article 7:527, articles 7:529 to 7:531, article 7:534 and articles 7:543, 7:544 and 7:545 Netherlands Civil Code and all legislation pursuant to and/or based on such articles. Furthermore, if not already covered by the articles referred to in the preceding sentence, the rules regarding provision of information in the Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) that follow from Title III PSD2 do not apply. The above contains the exclusion of the relevant provisions of PSD2 as implemented in Dutch law. Consequently, all rules with regard to the content and provision of the information required by Title III of PSD2 and the following provisions of Title IV of PSD2 do not apply to this Agreement: article 62(1), article 64(3), article 72, article 74, article 76, article 77, article 80 and article 89 of PSD2 and all legislation pursuant to and/or based on such articles. This paragraph shall not apply if the Introduced Client is a Consumer.
16. CONTACTING CUSTOMER SERVICES
16.1 Customer Services are provided by the Partner Platform. The details shall be provided by Partner Platform.
