MODULR INTRODUCED CLIENT TERMS OF BUSINESS
" IMPORTANT INFORMATION: This Agreement relates to the eMoney247 Business Program. Please read the terms and conditions of this Agreement carefully before applying for Your Account with the Program. This Agreement and its terms and conditions, as may be amended from time to time on notice by Us, becomes effective and binding on Your successful application and activation or use of Your Account and/or Your Account and for the entire period of validity of Your Account. The terms and conditions apply to the eMoney247 Program, which consists of the Account issued to You by the Issuer, under permission from the Bank, and operated by Program Manager (together “We”, “Us” or “Our”). The Account enables You to load and create an Available Balance (which is E-money) and transfer the Available Balance. "
Modulr is a provider of Modulr Products (as described in the Introduced Client Application Form), which includes the provision of an electronic account for businesses. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client (named in the Introduced Client Application Form).
These Introduced Client Terms of Business, together with the Introduced Client Application Form and the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr and the Introduced Client.
THE PARTIES AGREE AS FOLLOWS:
1. 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; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. Modulr Products
2.1.Modulr will make available to the Introduced Client such products that are described in the Introduced Client Application Form.
2.2.The Account is provided by Modulr FS to the Introduced Client in accordance with the Modulr Account Terms and Conditions. Modulr Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.
2.3.The Introduced Client can use the Account to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).
2.4.The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised.
2.5.From time-to-time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.
2.6. The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement.
2.7. The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.
3. Authorised Users
3.1.Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.
3.2.The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User.
3.3.Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.
3.4.The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.
3.5.The Introduced Client shall ensure its Authorised Users;
3.5.1take 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
3.5.2do not share any information that would enable another party to access the Introduced Client’s Modulr Account.
3.6. The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.
3.7. The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had one full business day to act on any received notice. This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform.
3.8. Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User. In this instance if additional Authorised Users are required they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.
4. Accessing Modulr Products through a Partner Platform
4.1.In the event the Introduced Client utilises a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.
4.2.The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.
4.3.The Introduced Client acknowledges and agrees to the following:
4.3.1.it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
4.3.2.the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
4.3.3.it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
4.3.4.the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
4.3.5.the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and
4.3.6.it will only use the Account for the purpose set out in the Partner Platform Agreement.
4.4.On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate.Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions.
4.5.If the Introduced Client has any complaint or concern relating to the Modulr Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.
5. Customer Services
5.1.The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users or Transaction information so that it can verify the identity of an Authorised User and/or the Modulr Products provided to such Introduced Client.
5.2.Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.
5.3.As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.
6. Fee Payment
6.1.The Introduced Client agrees to pay the Fees as set out in the Introduced Client Application Form.
7. Term and Termination
7.1.This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.
7.2.The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
7.3.Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
7.4.Modulr may terminate this Agreement immediately if, for any reason, the Introduced Client is unable to satisfy the Due Diligence Procedures.
7.5.This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
7.6.On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr FS such amount equal to the negative balance.
8. Intellectual Property
8.1. The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement.
8.2. Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.
9.Force Majeure
9.1. Modulr will not be liable for the non-performance or failure to provide any part of the Modulr Products occurring as a result of any events that are beyond the reasonable control of Modulr, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance ofthird party suppliers, acts of God such as storm or lightening damage, or other causes over which Modulr has no reasonable control.
10. Assignment Transfer and Subcontracting
10.1.The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr.
10.2.The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement.
10.3.In the event of any transfer of this Agreement by Modulr to another service provider; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer Services. On receipt of such notification, Modulr it will terminate this Agreement. Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.
11.Liability
11.1.Nothing in this Agreement will operate to limit either party’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors.
11.2.Modulr makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
11.3.The Introduced Client acknowledges and agrees that Modulr is not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control or restriction measures implemented from time to time, unless such loss, liability or damage is a direct result of Modulr’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced Client.
11.4.Modulr shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or an Authorised User’s use or inability to use of the Modulr Products.
11.5.The Introduced Client agrees to indemnify Modulr against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.
11.6.Modulr shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.
12. Reports
12.1.Modulr may make available certain management or other reporting or business administration functionality via the Website.
12.2.Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.
13. Data Privacy
13.1.Modulr will collect and retain personal information about the Introduced Client and each Authorised User to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about it. Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client.
13.2.Modulr processes personal information in accordance with relevant laws on the protection of personal data.
13.3.If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data.
13.4.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.
14. Changes to the Agreement
14.1.Modulr may amend or modify this Agreement by giving sixty (60) days’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform.
14.2.The Introduced Client has no obligation to accept such amendments proposed by Modulr.
14.3.The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect.In such circumstance, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions. In this circumstance the Introduced Client will not be charged a fee for the Account closure and return of any balance.
15. General
15.1.In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.
15.2.Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time.
15.3.In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.
15.4.The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.
15.5.This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
15.6.This Agreement is governed by the laws of England and the Introduced Client agree to the non-exclusive jurisdiction of the English courts.
THE MODULR ACCOUNT TERMS AND CONDITIONS
The Partner Platform Account Terms and Conditions
Please read these Terms and Conditions carefully before you agree to use a Partner Platform Account or any related services provided by or through us.
These Partner Platform Account Terms and Conditions, together with the Partner Platform Terms of Business and the Partner Platform Application Form constitute the entire Agreement between Modulr and the Partner Platform.
By signing the Partner Platform Application Form, or by agreeing to open an Account you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details in the Partner Platform Application Form.
1.DEFINITIONS
Account - The electronic account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.
Account Information Service Provider – means a third party payment service provider who is authorised by or registered with the Financial Conduct Authority or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.
Account Limits – Maximum limits you can have in relation to your Account, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2.
Account Manager - The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.
Account Owner – The entity legally responsible for an Account.
Agreement - The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business and the Introduced Client Application Form, which constitute the entire agreement between you and Modulr.
Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct Modulr Accounts via the Introduced Client’s or the Partner Platform’s own application.
AML Policy - Modulr’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Modulr.
Applicant – A customer of the Partner Platform who applies for Modulr Products but is yet to be accepted by the Modulr as an Introduced Client.
Available Balance - The value of funds available on your Account.
Bacs Credit – Means Bacs Direct Credit. A service enabling organisations to make payments to an account which takes 3 Business Days for the funds to be cleared.
Business Days - Monday to Friday between the hours of 9am-5pm but does not include bank holidays, or public holidays in the United Kingdom.
CHAPS – the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.
Commencement Date – the date set out in the Introduced Client Application Form.
Confidential Information - any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.
Customer Services - The contact centre for dealing with queries about your Account. Contact details for Customer Services can be found in the Introduced Client Application Form.
Data Protection Laws – the following, to the extent they are applicable to a Party: the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner
(in the United Kingdom) or other applicable supervisory authority;
Due Diligence Procedure - Modulr’s procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations.
Faster Payment – A service allowing you to make and receive electronic payments in the UK which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.
Fees – those fees payable by the Introduced Client and set out in the Introduced Client Application Form.
Information – Means any information related to the organisation, and any personal information related to Account Manager.
Intellectual Property Rights – all patents, trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly;
Introduced Client Application Form – The application form identifying the parties, Modulr Products to be provided and commercial terms that forms part of the Agreement between an Introduced Client and Modulr.
Introduced Client – Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant).
Introduced Client Terms of Business - The terms on which Modulr provides Modulr Products to the Introduced Client.
Modulr – Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd.
Modulr Account Terms and Conditions - This agreement, between Modulr FS and the Introduced Client which governs the terms on which the Introduced Client may use its Account.
Modulr Products – those products, including but not limited to the Account referred to in the Introduced Client Application Form.
Online Portal – means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform.
Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with by the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at your request on your Account.
Partner Platform – A third party that is permitted by Modulr and Modulr FS to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.
Partner Platform Agreement - an agreement between the Account Owner and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement.
Regulator – the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom.
Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it.
TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider.
we, us, our or Modulr FS - Modulr FS Ltd, a company registered in England and Wales with number 09897919 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf.
Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products.
you, your - The Account Owner, also referred to as an Introduced Client.
2.ACCOUNT LIMITS
2.1Limits may apply to the maximum value of an individual payment Transaction, the maximum aggregate value of all payment Transactions made from your Account in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe.
2.2The limits that apply to your Account will be communicated to you during the Account set-up process. These limits may also change over time based on your Account usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. Any payment Transaction request which exceeds such limits will be rejected.
2.3To 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
3.1Your Account is an e-money account and the electronic money associated with it is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.
3.2This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
3.3You 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.
3.4You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
4.OPENING YOUR ACCOUNT
4.1Your 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
5.1Your 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.
5.2Your Account can also receive internal transfers from other Modulr Accounts owned or controlled by the Partner Platform, which apply instantly.
5.3An incoming payment will not be credited to your Account if:
5.3.1the Account has reached the Account Maximum Balance or Account Limits; or
5.3.2the Account is inactive or blocked or terminated; or
5.3.3the sender has provided incorrect/invalid Account Details for your Account; or
5.3.4we suspect the payment to be fraudulent.
5.4If 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.
5.5Your Account will be configured and operated by the Partner Platform. You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform.
5.6Your Account can make payments out to external bank accounts via Faster Payments and other methods as added and notified to you by the Partner Platform from time to time.
5.7A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials. Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.8 below.
5.8The following Transactions may be withdrawn:
5.8.1any Transaction which is agreed to take place on a date later than the date you authorised it, provided that notice is given no later than close of business on the business day before the Transaction was due to take place; and/or
5.8.2Transactions due to take place on a future date.
5.9If we refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal. If possible, we will provide the reasons for the refusal and where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
5.10The Available Balance on your Account will not earn any interest.
5.11You 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.
5.12You will be provided with a monthly statement by the Partner Platform or us (using the details we have associated with your Account).
6.THIRD PARTY ACCESS
6.1You 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.
6.2We 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.
6.3If 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
7.1You 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.
7.2The 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).
7.3Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours for a period of six years from the date of Account closure. Within this period, you may at any time request a refund by contacting Customer Services. You will not have any access to your Account and we will not return any funds remaining on the Account after six years from the date of Account closure and this Agreement will terminate.
8.YOUR LIABILITY AND AUTHORISATIONS
8.1You are responsible for understanding and complying with the Agreement including these Terms and Conditions.
8.2We may restrict or refuse to authorise any use of your Account if using your Account is causing or could cause a breach of these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with your Account.
8.3You or the Account Manager must not:
8.3.1allow another person to use security information related to the Account,
8.3.2 write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
8.3.3 disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
8.4You will be liable for all Transactions that take place as a result of you or the Account Manager acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.
8.5You will be liable for all Transactions that the Partner Platform or any other Account Manager makes on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
8.6You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Account security information such as but not limited to the Online Portal log in details and API security details, if you or the Account Manager fail to keep the security features of the Account safe.
8.7It 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.
8.8If 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.
8.9You 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
9.1If you have a reason to believe that a Transaction on your Account was unauthorised or was made incorrectly, you must inform us immediately by contacting Customer Services, but in any event within 13 months of the date of the relevant Transaction.
9.2If you dispute a Transaction:
9.2.1subject to 9.2.2 and 9.2.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction.
9.2.2if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund.
9.2.3if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service.
9.3. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.
9.4 You will be liable for all Transactions made from your Account if you have acted fraudulently.
10.VARIATION
10.1We 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).
10.2If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.
10.3If 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
11.1We 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
11.2We 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:
11.2.1we discover any of the Information that we hold for you is materially incorrect; or
11.2.2if we have reason to believe that you, the Account Manager or a third party has committed or is about to commit a crime or other abuse (including fraud) in connection with your Account; or
11.2.3if you have reached your Account Limit; or
11.2.4you or the Account Manager have breached these Terms and Conditions.
11.3In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent the we are permitted by law).
12.OUR LIABILITY
12.1Our 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:
12.1.1we 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;
12.1.2we shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
12.1.3where 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;
12.1.4in all other circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account.
12.2In 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.
12.3Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
12.4To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
12.5The 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
13.1Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr FS is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Services for details of where to access this) for full details on the personal data that we and Modulr Finance Ltd hold, how we will use it and how we will keep it safe.
13.2You must update any changes to your Information by contacting Customer Services.
13.3If 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.
13.4If 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
14.1Complaints regarding any element of the service provided by us can be sent to Customer Services.
14.2All 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.
14.3In 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.
14.4If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
15.GENERAL
15.1Any 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.
15.2If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
15.3You 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.
15.4Save for Modulr, who acts on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
15.5These Terms and Conditions contain the information set out in Schedule 4 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services.
15.6These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.
15.7The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from
your Account. In the event that we or Modulr become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.
16.CONTACTING CUSTOMER SERVICES
16.1Customer Services are provided by the Partner Platform. The details are available in your Introduced Client Application Form.
About your contract with Modulr
The purpose of this pamphlet is to highlight the key points which are included within your contract with Modulr (the Modulr Contract). We know that agreements relating to financial services can be complicated so have put together this reference document to help.
The Modulr Contract may refer to some payment methods, for example CHAPs and the use of cards (Payment Methods), which may not apply to you. If that is the case, then the terms and conditions relating to those Payment Methods do not apply to you.
1.Who is Modulr?
Modulr is not a bank, we are an Electronic Money Institution (EMI) which helps businesses receive and make payments more easily. This is achieved by Modulr providing eMoney247 with access to our technology and our connectivity to various payment systems so that Modulr can then provide its electronic accounts and payment services to you. Modulr carries out several activities which are known as payment services and that means we are required to be authorised by the Financial Conduct Authority (FCA). Modulr’s FCA authorisation relating to its electronic money accounts can be found here under reference number 900573.
Why do I need these services from Modulr?
You are a customer of eMoney247 and as a part of their services you require access to a Modulr electronic money account (Modulr Payment Account) and various Payment Methods, which eMoney247 is not authorised to provide to you directly. eMoney247 works with Modulr to enable you to have access to these regulated services.
A Modulr Payment Account will allow you to:
·Receive payments into this account from an external bank account.
·Make payments from this account to another account (whether held or not held by Modulr).
·Check the balance and transaction history on the account (when this functionality is enabled on your account)
Payments will be made using the Payment Methods provided by Modulr (or the external third-party bank).
Opening your Modulr Payment Account
What do I need to do to open a Modulr Payment Account?
Agree to the Modulr Contract. This confirms that you accept the terms and conditions relating to Modulr providing its regulated services to you. By agreeing to these terms, you also agree to Modulr requesting identification documents from you to check your identity. This is something which Modulr is required to do to provide its regulated services to you.
Once you have signed the Modulr Contract, and Modulr has confirmed to eMoney247 that you have passed Modulr’s identity checks, eMoney247 will open a Modulr Payment Account on your behalf. This is also the time when your Modulr Contract will start. The Modulr Contract will continue until you, Modulr, or eMoney247 asks for the contract to end.
Once your Modulr Payment Account is open, you will need to follow the requirements of your Modulr Contract. For example, we ask you to keep your security details safe and not engage in fraudulent activity.
Will Modulr share my information with other people?
To provide our regulated services to you, Modulr will be required to collect and store your personal information. Sometimes we may need to share this information with others so that we can meet our own legal requirements. Further information on the type of information Modulr collects, why this information is collected and what this information is used for can be found on our privacy policy. If you have consented to another provider (such as an Account Information Service Provider, called a Third-Party Payment Service Provider (TPP)) to have access to data relating to your Modulr Payment Account to enable the TPP to provide services to you, then you consent to Modulr providing the TPP with the data that it needs to provide its services to you. If you no longer consent to Modulr providing data to a TPP, you must let us know as soon as possible.
Do I need to pay Modulr for my Modulr Payment Account?
You don’t need to pay any fees to Modulr. Fees may need to be paid to eMoney247, as a part of the services which they provide to you.
How long will I have my Modulr Payment Account for?
You will have a Modulr Payment Account for as long as you remain a customer of eMoney247, and you continue to follow the requirements of the Modulr Contract. Of course, if you no longer want to use your Modulr Payment Account, you can close it any time by contacting eMoney247. What if Modulr transfers its rights under the Modulr Contract to another provider? We may transfer some or all of our rights and duties under your Modulr Contract to another service provider in the future, and if we do this, your Modulr Contract will continue with that service provider.
3. Making/receiving payments to my Modulr Payment Account
How long will it take for me to make/receive a payment to my Modulr Payment Account?
Once Modulr receives an instruction from you or eMoney247 to make a payment from one account to another, we will ensure that the payment transaction is carried out according to the timeframe required by the Payment Method and relevant payment systems. When the payment will be received will depend on the time frame set out by the Payment Method and relevant payment systems.
Can I cancel payments from or to my Modulr Payment Account?
You can cancel any transaction which is agreed to take place on a future date, but you must notify eMoney247 as soon as possible. However, we may not be able to cancel the transaction depending on the type of Payment Method used.
Are there any limits on my Modulr Payment Account?
Depending on the types of Payment Methods used, there may be limits on your Modulr Payment Account. This will be communicated to you by eMoney247 when your Modulr Payment Account is being set up.
Requests for payments into your Modulr Payment Account will not be performed if:
·Your Modulr Payment Account has reached any limits which may be in place.
·Your Modulr Payment Account is blocked or has been closed.
·The person making the payment has provided the incorrect account details for your Modulr Payment Account.
·We suspect that the payment may be fraudulent.
In such circumstances the funds may back sent back to the sender without prior notification to you.
4.Keeping your Modulr Payment Account and your e-money safe
How is Modulr different from a bank?
As Modulr is not a bank, it cannot provide bank accounts. Modulr can’t lend money or use money which it holds for the purposes of lending that money to others. Instead, Modulr provides payment accounts. eMoney247 will provide you with access to our technology, including our connectivity to various Payment Methods so that Modulr can then provide its electronic accounts and payment services to you.
As the Modulr Payment Account not a bank account:
Funds in the account will not earn any interest.
Funds in the account will not be protected by the Financial Services Compensation Scheme (FSCS), as the FSCS applies only to banks.
So, how does Modulr protect my money?
Modulr, as an EMI, is required by law to ensure that your money is protected. This protection is called safeguarding. This means that all the money which you send to your Modulr Payment Account must be protected by Modulr. Modulr does this by opening a separate bank account for its customers with a safeguarding partner in accordance with the relevant law. This bank account will be separate from Modulr’s own funds and will have the same amount of money in it which you have put into the Modulr Payment Account. For example, if £1 is sent to your Modulr Payment Account, Modulr will put £1 into a separate bank account with its safeguarding partner.
If Modulr is unable to pay its debts, and is required to close its business:
An independent insolvency professional will be appointed to return your funds to you; and
The funds in your Modulr Payment Account will be separate from Modulr’s own funds. Therefore, if Modulr owes money to other companies, your funds will not be used to pay this off. However, if Modulr does not have sufficient money to pay for the costs of the insolvency practitioner then their costs may be taken from your funds before your funds are returned to you.
Further information on Modulr’s safeguarding practices can be found here.
How do we protect your Modulr Payment Account
Modulr takes the protection of your Modulr Payment Account very seriously. We have secure systems in place to help us do this and we work with eMoney247 ensure that your personal information and any security details (such as passwords) are kept safe. If you have access to your Modulr Payment Account, you must also keep safe any security details provided to you. You can contact eMoney247 if you have any questions on this.
What if I notice a payment to or from my Modulr Payment Account which I don’t recognise?
If you notice that a payment is incorrect, please contact eMoney247. eMoney247 will then contact Modulr on your behalf. Once Modulr has completed its investigation, we may refund or reverse a payment transaction depending on our findings.
You will be responsible for any loss caused to Modulr, including financial losses, when that loss was caused by:
·Fraudulent use of your Modulr Payment Account.
·Irresponsible use of your Modulr Payment Account.
·Misuse of your Modulr Payment Account.
We are not responsible for any losses which are caused by:
Events which are unusual or outside of our control, like telephone or internet failures. Modulr’s failure to implement any controls which we agreed with you in writing to implement. Actions or failures by you, or anybody authorised by you to use your Modulr Payment Account.
We are also not responsible for:
Claims against us made by any other service providers in relation to the Modulr Payment Account or any of its payment services unless this is required by law. Any businesses losses that you may suffer from.
5.Who has access to my Modulr Payment Account?
As your Modulr Payment Account is opened by eMoney247, eMoney247 will usually have access and will be able to authorise transactions from your Modulr Payment Account.
You may also have access to, and can authorise transactions for, your Modulr Payment Account depending on the services that eMoney247 is providing to you. If you have any questions
relating to this, you should contact the eMoney247’s customer services.
Can Modulr access and make payments from/to my Modulr Payment Account?
We may suspend, restrict, or refuse to authorise use of your Modulr Payment Account, or a particular transaction where:
·We are concerned about the security of or access to your Modulr Payment Account.
·We know or suspect that your Modulr Payment Account is being used in an authorised or fraudulent manner.
·We need to do so to comply with the law and/or regulation, including for crime prevention purposes.
·The transaction would breach the limits which apply to your Modulr Payment Account.
·You have breached or repeatedly breach any term within the Modulr Contract, and you fail to resolve the matter in a timely manner.
If we do this then we will, where the law allows us to, we will let the eMoney247 know. eMoney247 will then let you know.
6.Your Modulr Contract
Can Modulr make changes to my Modulr Contract?
Modulr may make changes to your contract, however we must make you aware of these changes 2 months before the change happens.
Any changes to be made to your contract will be posted on Modulr’s website and will also be communicated to you by either Modulr or eMoney247. Modulr will only make changes to your contract within a shorter timeframe when Modulr is required to by law.
You do not have to accept any changes to your Modulr Contract, however if you do not accept the changes then we will assume that you wish to end your Modulr Contract. This means that your Modulr Payment Account will be closed, and you will no longer have access to the Payment Methods provided through Modulr.
You will not be charged a fee by Modulr for the closure of your Modulr Payment Account. The closure of your Modulr Payment Account will also include the returning of funds from this account to your nominated bank account.
How can I end my Modulr contract and close my Modulr Payment Account?
You or eMoney247 may decide to end your Modulr Contract.
If you wish to end your Modulr contract, please eMoney247 who will work with Modulr to arrange for this. Once your Modulr Contract ends, you will no longer have a Modulr Payment Account. Any funds in those accounts will be returned to your nominated bank account. If you have not provided a nominated bank account, we may contact you to ask for these details.
As Modulr is providing a regulated service, we may be required to end your Modulr Contract immediately. This may be because:
·You do not meet our compliance requirements (which are required as a part of our regulated services)
·You have not complied with the requirements of the Modulr Contract.
·You, or another service provider, have acted fraudulently or have been involved in money laundering, or any other illegal activity.
·We suspect you have acted fraudulently or have been involved in money laundering, or any other illegal activity.
·We are required to end the Modulr Contract by law or at the request of a regulator.
If Modulr wishes to end your Modulr Contract for any other reason, we must give you at least 2 months’ notice of this.
You can close your Modulr Payment Account at any time by contacting eMoney247’s customer services. If you wish to close your Modulr Payment Account, your Modulr Contract will also automatically end. Any funds in those accounts will be returned to your nominated bank account. If you have not provided a nominated bank account, we may contact you to ask for these details.
Where can I find a copy of my Modulr Contract?
You can contact eMoney247’s customer services at any time to request a copy of your Modulr Contract.
Which laws apply to my Modulr Contract?
English law will decide legal questions about the Modulr Contract. The English Courts will deal with any legal disputes under the Modulr Contract.
7.Contacting each other
When will Modulr contact me?
If you wish to close your Modulr Payment Account, and we need to send the funds in those accounts to an alternative account then we may contact you for your nominated account details. We will contact you using the details that you have provided to eMoney247. If we do contact you, we will communicate with you in English.
Who can I contact if I have problems with my Modulr Payment Account?
If you have a complaint about Modulr’s services, you should contact eMoney247. Modulr will work with eMoney247 to investigate your complaint. Complaints will be handled in line with Modulr’s Complaint’s policy which can be found here.