Terms and Conditions Griffin Client Bank Accounts

Definitions

"You" or "Your" means you, the person agreeing to these terms as a sole trader, a representative of a limited company.

"Property Agent" means the person agreeing to the terms as an Estate or Letting agent sole trader or a representative of a limited company or partnership as defined by ss 54 & 55, Housing and Planning Act 2016.

“Non Property Agent” means a limited business or sole trader who is not defined as a letting agent or property manager as defined by ss 54 & 55, Housing and Planning Act 2016. 

Non Property Agents can include and not limited to:

• • • Any limited company or sole trader business that is not defined as a letting agent or property manager as defined by ss 54 & 55, Housing and Planning Act 2016. For example
      • • Block management companies
        • Build to rent companies
        • Commercial agents or landlords
        • Housing associations
        • Landlords (residential or commercial)
        • Landlord partnerships
        • Right to Manage companies as defined by the Commonhold and Leasehold Reform Act 2002

"Calmony" or “We” means the trading style of agentOS Proptech Group Limited a company registered with Companies House with registration number 05409547 an with its registered office at 13 Lambourne Crescent, Llanishen, Cardiff, Wales, CF14 5GF. Calmony is authorised and regulated by the FCA (Firm Reference Number: 850923) as an Electronic Money Directive (EMD) and Payment Services Directive (PSD) agent.

“Authorised Users” Property Agents and Non Property Agents persons of significant control, employees,  independent contractors and any person who are authorised by you to use the Calmonyapp.com or CalmonyPay Services and the Platform.

"BACS File” or “Bulk Payment File” refers to the electronic file format used for bulk payments processing.

“Calmonyapp.com” or "Calmony.agentos.com" means the website or other electronic device application provided and maintained by Calmony.

"Calmony Client Bank Account" means the client bank accounts for receiving and making payments, provided by Griffin Bank.

"Calmony Verify" means a KYC and AML check of your clients, landlords or any other persons but excluding tenants. contractors or government agencies, you are holding funds for in the Griffin Client Bank Account.

"CMP" means a government approved letting agent client money protection scheme approved under the Client Money Protection Schemes for Property Agents (Approval and Designation of Schemes) Regulations 2018.

“Control” has the meaning given in section 1124 of the CTA 2010, and the expression change of Control shall be construed accordingly.

"Copyright" means all rights reserved Copyright © 2020 to 2024 agentOS Proptech Group Limited.

"Griffin" means Griffin Bank Ltd, a bank authorised by the Prudential Regulation Authority (PRA) and regulated by the PRA and the Financial Conduct Authority (FCA). Firm reference number is 970920.

"MLRO" means Calmony's appointed money laundering reporting officer.

“Normal Business Hours” 9am - 5pm BST, Monday to Friday.

"Reconciliation" means comparing the Calmony client bank account statements to either the agentOS.com CRM software or your dedicated system for client account reconciliation, to ensure both financial figures match, including the running balance.

“RSW” means the Rent Smart Wales scheme run by Cardiff City Council under the Housing (Wales) Act 2014.

Any reference to legislation in this agreement includes any relevant subordinate legislation made under it and includes any amendment or re-enactment of that legislation from time to time.

"Standing order" and “Standing Order Instruction” means a recurring payment that you instruct Calmony to make to another bank account on your behalf.

Calmony Client Bank Accounts

1.1 The purpose of the Calmony Client Bank Account is for the receiving and reconciling of clients money, including rents and payments, and for payments out to landlords, tenants, contractors, limited companies, sole traders, HMRC, deposit schemes and payment of customers or estate and letting agents paid invoiced incomes to the agents approved trading account, and paid invoiced incomes to non property agents approved trading accounts.

1.1.1 Calmony can not provide you a client account if you are or operate within;

• Adult services or sex shops
• Arms dealers
• Cash intensive business, e.g. convenience stores, restaurants, retails store, liquor stores, cigarette distributors, vending machine operators, or parking garages.
• Casinos
• Charities and non-profit organisations
• Chemical industry
• Crowdfunding platforms
• Defence industry
• Extractive and mining industries
• High value good dealers
• Illegal or controlled drug, including cannabidiol products
• Independent ATM owners and operators
• Money service business
• Online dating
• Peer to Peer lending businesses
• Pharmaceutical and healthcare
• Political groups
• Precious metals and stones dealers
• Private military firms
• Scrap metal dealers
• Trusts
• Used car sales
• Virtual assets service providers

1.2 Each account is designated to the Agent or Non Property Agent and named “[Company Name] CA”, 'CA' is an industry standard abbreviation of the words 'Client Account'.  The account will have an account number under one of Griffin Banks sort codes.

1.3 In line with the regulatory requirements, 100% of client funds held in a Griffin Client Bank Account are segregated from Griffin Bank Ltd own funds and are held within designated Client Money Bank Accounts with Griffin Bank.

1.3.1 This means 100% of client funds are protected from any risk associated with Calmony's solvency. 

1.3.2 This means funds held in the Griffin Client Bank Accounts are covered by the Financial Services Compensation Scheme (FSCA) depositors protection if the institution fails.

Calmony Client Bank Accounts: General

1.4 You will open the Griffin Client Bank account directly with Griffin Bank, and access the accounts via the Calmony.agentOS.com, Calmonyapp.com or via the agentOS.com CRM system.

1.5 Calmony bank account statements for all the Calmony Client Bank Accounts are accessible within the Calmony.agentOS.com, Calmonyapp.com & agentOS.com CRM system in a PDF format and exportable to Microsoft Excel.

1.6 The Griffin Bank

• General Terms & Conditions
• Support Services Terms
• Tripartite Dedicated Client Money Accounts Terms

are appended to (at the bottom of these terms and agreements) and form part of this agreement.

1.7 Funds paid into any Calmony Client Bank Accounts are subject to you, conducting identifications checks of your Payees. Upon request, Calmony can ask you to provide proof of identification check off your Payee to confirm the source of the funds.

Calmony Client Bank Accounts: Standing Order Instructions

1.8 You may initiate a Standing Order with a Calmony Client Bank Account by providing the account name, account number, sort code, payment reference, due date and amount to make the recurring payment to another UK bank account.

1.9 You, not Calmony, are responsible for providing accurate and complete information when setting up the Standing Order Instruction.

1.10 You may change or cancel a standing order at any time by updating the Standing Order Instruction on the Calmony Client Bank Account at least one day prior to the next scheduled payment.

1.11 You, not Calmony, are responsible for any issues as a result of insufficient funds or the cancellation of a Standing Order Instruction.  This could include but not limited to, any service disconnection, financial losses or fees incurred by the affected parties, as well as any administrative or logistical challenges that may occur.

1.12 You, not Calmony, will be responsible for communicating if you have insufficient funds or the cancellation of a standing Order Instruction to any relevant parties and ensuring that all necessary steps are taken to address any issues or problems that may result from the cancellation.

1.13 You, not Calmony, are responsible for ensuring that all Standing Order Instructions payments out of your Calmony Client Bank Account are authorised. If you become aware of an unauthorised Standing Order Instruction, you must immediately cancel the Standing Order Instruction.

1.14 In the event of you requesting a Standing Order Instruction payment issue, you shall pay a handling fee of £15 for each payment issue handled by Calmony with respect to the Standing Order Instruction including but not limited to disputes with reference, due date, amount, ‎frequency, non-payment, refunds, complaints, claw back claims and challenges

1.15 You shall indemnify Calmony against any losses, costs, claims, damages, and expenses suffered or incurred by Calmony as a result of or in connection with incorrect or unauthorised Standing Order Instructions payments made from the Calmony Client Bank Account.

1.16 By initiating a standing order Instruction with a Calmony Client Bank Account, you agree to these terms.

1.17 Your continued use of Standing Order Instructions with a Calmony Client Bank Account, after any amendments to this Agreement shall constitute your acceptance of the amended terms.

Calmony Client Bank Account: Interest & Cash Deposits
2.1 The Calmony Client Bank Account is a Client Bank Account where no interest will be paid on money held in the account.

2.2 Cash deposits can not be paid directly to Calmony Client Bank Accounts.  To make cash payments to a Calmony Client Bank Account you must;

2.2.1 Pay the cash deposit over the counter at a UK bank and into a UK bank account.

2.2.2 Once the cash deposit has cleared the UK bank account, you can then make an electronic payment to your Calmony Client Bank Account.

AML requirements to open a Calmony Client Bank Account

3.1 To open a Calmony Client Bank Account, we will carry out a full Anti Money Laundering (AML) check on you, any beneficial owners or persons having significant control, constitution members and any directors.

3.2 The information will be collated and submitted to Griffin Bank for AML approval before ANY account can be opened.

3.3 It is your responsibility to provide the details required for AML checks and Calmony will not be responsible for any delays caused by carrying out AML checks.

3.4 Upon request, you may also be required to submit a copy of your AML policies and procedures.

3.5 To open a Calmony Client Bank Account, we will carry out 'adverse media' checks.  Adverse media checks are checks of public registers and news publications, and your application may be refused if the 'adverse media' checks relates to financial crime.  We may share that information with your governing body or CMP provider. 

Property Agent Client Money Protection schemes (CMP) requirements

4.1 Calmony is an FCA registered (850923) Electronic Money Directive (EMD) and Payment Services Directive (PSD) agent.  

4.2 Calmony is not a Property Agent and is registered with Companies House as a software developer.  Under The Client Money Protection Schemes for Property Agents (Requirement to Belong to a Scheme etc.) Regulations 2018, Calmony is not required to join a government approved client money protection scheme.

4.3 Calmony is not a Client Account Service Provider (CASP) as Calmony does not manage, initiate, manually process or under outsourcing arrangements make the payments or reconcile the client account for you, the Property Agent.  Calmony only provides the payment and banking technology, for Property Agents to receive rental monies and make payments out to landlords, tenants, contractors, trading accounts, utility companies and governing bodies.  You process your own payments when using the Calmony Faster Payment feature and Google authenticator app to initiate a payment to another UK bank or Building Society account.

4.4 You are required to provide a copy of your CMP or RSW membership certificate annually.

4.5  If you are unable to provide confirmation of CMP or RSW membership within 30 days of a request, Calmony will contact you to give notice that the Calmony Client Bank Account is without CMP or RSW membership and will suspend outgoing payments until CMP or RSW Wales membership in place.   

4.5.1 If you are unable to provide confirmation of CMP or RSW membership within 60 days of a request, Calmony will contact you to give notice of the procedure to close the account and return funds to payees and subject to Calmony payment fees. 

4.5.2 Terms 21.1 and 21.2 will not apply.

4.5.3 You are responsible for ALL fees associated with return funds to payees.

4.5.4 In the event of closing your Calmony Client Bank Account, for the avoidance of any doubt, the Calmony Client Bank Account is not transferable and you, not Calmony, is not responsible for providing a new PRA/FCA approved client bank account and for arranging the transfer and cancellation of standing orders and other payments to the Calmony Client Bank Account.

4.6 Subject to your government approved CMP governing body and your membership requirements, if you are not required to have CMP insurance with a Calmony Client Bank Account you must provide written confirmation from your CMP provider that CMP cover is not required.

Continued monitoring of AML, use of clients money and CMP membership
5.1 On successful completion of AML checks and opening of Calmony Client Bank Account, Calmony will continue to:

5.1.1 Securely store application documents and AML reports.
5.1.2 Acknowledge within the agentOS Proptech Group Limited Privacy and GDPR Policy that you, a customers of the Calmony Client Bank Account service, that information will be shared and held by Griffin Bank Ltd, Credas.co.uk and Truelayer.
5.1.3 The continued AML monitoring is to ensure Calmony and you meet the requirements for continued use of Calmony Client Bank Account.  Calmony use the monitoring service companycheck.co.uk to monitor agents for changes in:

5.1.3.1 Shareholding over 25%, change of directorship or change in person of significant control

5.1.3.2 Adverse credit rating

5.1.3.3 Company name and registered address

5.2 Monitor the funds paid to your approved trading account payee and if transfers exceed 20% of all funds paid into the client account, Calmony will notify you and your registered CMP provider, if you are a Property Agent.  The notification will recommend to your CMP provider that a 'Bank Client Funds Assessment' is carried out by The Letting Partnership Ltd, for which you will be required to cover the health check fees. For Non Property Agents the recommendation will be for your chartered or certified accountant to carry our a 'Bank Client Funds Assessment'.

5.3 Calmony monitor payments in and out of over £5,000 of the Calmony Client Bank Account and may contact you to confirm the purpose of payments and confirm that it is in accordance CMP with AML legislation.

5.4 Calmony monitors payments in and out to Payees who are an owner, director, shareholder or person of significant control of the Agent or Non Property Agent.

5.5 Calmony monitors payments out to any payees with AML exemption and set as a payee type ‘tenant’.  If the total payments out exceeds 3 in a 100 day period, Calmony may require an AML check of the individual.

5.6 Property Agents, Calmony will continue to monitor your membership to CMP scheme.  If membership has relapsed, ceased or you’re are struck off, Calmony will contact you to confirm if alternative CMP membership has been obtained.  If you do not have active CMP member, Calmony will start the process of closing your Calmony Client Bank Account.

5.7 On an annual basis, Calmony will contact you to provide copies for;

Property Agents of;

• CMP membership certificate
• CMP accountants report (if applicable)
• Confirmation CMP not required (if applicable)
• AML policies and procedures (if applicable)

Non Property Agents of;

• Right to Manage Companies (RTM) provide a copy of your Claim Notice or Management Agreement, and confirmation of your company house annual accounts submission.
• Limited company or sole trader not defined as a letting agent or property manager to provide confirmation of your company house annual accounts submission or self assessment tax submission if a sole trader.
  

5.8 If you do not provide confirmation of any document set out in clause 5.6 above within 28 days of a request, Calmony will contact you to give notice that the Calmony Client Bank Account is not in compliance and Calmony will suspend outgoing payments until compliance is demonstrated.

Refusal of continued AML checks

6.1 If you, your shareholders, persons of significant control, or directors refuse a continued AML check or are 28 days overdue from a request of information to provide documents or carry out a check, Calmony will suspend ALL payment services on the Calmony Client Bank Account.

6.2 If the request for information to carry out additional AML checks is still outstanding after 60 days Calmony will:

6.2.1 Register the failure on the Calmony (agentOS Proptech Group Limited) risk register.

6.2.2 Instruct the Calmony Money Laundering Reporting Officer (MLRO) to report the risk to Griffin Bank.

6.2.3 Instruct the Money Laundering Reporting Officer (MLRO) to report the risk to your CMP provider or chartered or certified accountant or the National Crimes Agency (NCA).

6.2.4 Process all funds paid into the Calmony Client Bank Account to be returned to the payee account where applicable.

6.2.5 Start the process to close the Calmony Client Bank Account.

Property Agents CMP accountant's report & Non Property Agents accountant's report

7.1 Calmony Client Bank Account can provide upon request a safe guarding letter that details your Calmony Client Bank Account is an PRA/FCA designated client bank account.

7.2 For Property Agents, annual accountant's reports can be provided by a Financial and Client Money Health Check carried out by The Letting Partnership Ltd.  These reports are available upon request and are subject to The Letting Partnership's health check fees.  The Letting Partnership Ltd will share the report with Calmony.

7.3 For Property Agents, if your annual accountants report is not conducted by the Letting Partnership Ltd, a copy of the annual report is to be submitted to Calmony upon request.

7.4 Non Property Agents are required upon request to submit their annual client account accountants report.

Property Agents and Tenancy Deposits

8.1 You must nominate one or more UK Government approved Tenancy Deposit Protection Scheme provider(s) for Calmony to add as an approved Payee to process and transfer deposits to.

8.2 Deposits can only be held in the Calmony Client Bank Account if they are registered with an approved insured deposit registration scheme. We may ask you to provide evidence of money being held with the relevant scheme on request and you must do so within 7 days of such a request.

8.3 You, not Calmony, are responsible for ensuring tenants deposits are correctly and accurately registered with the assigned deposit scheme and the payment to the custodial scheme (if applicable).

8.4 It is your responsibility to comply with the deposit protection requirements of the Housing Act 2004 and you should ensure that when doing so you allow at least two working days for payments to be sent from your Calmony Client Bank Account to any scheme.

Unidentified payments

9.1 Payments into the Calmony Client Bank Account that can not be identified and reconciled must be returned to the payee source account number and sort code using the Calmony.agentOS.com, Calmonyapp.com or agentOS.com CRM return funds feature within 48 hours.

Calmony Verify and AML checking your Payees

10.1 With Calmony Client Bank Accounts, you are required to have an approved Calmony Verify, AML check or approved AML exemption of all your Payees before you will can make and process a payment.

10.2 Important: Calmony Verify KYC and AML check are required of your clients, landlords or any other persons, but excluding tenants, contractors or government agencies, you are holding funds for in the Calmony Client Bank Account.

10.2.1 Calmony Verified Landlord and Clients who you hold funds for are checked against the Sanctions register every 24 hours.

10.2.2 You, not Calmony, are responsible for archiving inactive landlord/client Calmony Verified Payees. Failure to do this may result an audit to confirm if there are fund being held in your Calmony Client Bank Account for the landlord/client payee. If audit confirms you are not holding funds the audit may be extended to all payees. Audit can result in a pausing of payments while confirming which landlord/client payees you are holding funds for.

10.3 If your customer has a caution on their AML account, then you will be required to confirm with Calmony's Money Laundering Reporting Officer (MLRO) to review the AML check and confirm if payments can proceed.

10.4 If your customer fails an AML, then you will not be able to make and process a payment to them or their UK bank or building society account.

10.5 Payees who are on the Calmony AML Exempt Payee Register currently include:

• Government approved deposit schemes
• HMRC
• Utility companies
• Local authorities

10.6 If you need to add a Payee to the Calmony AML Exempt Payee register, you can make an application via the Calmony.agentOS.com, Calmonyapp.com to Calmony's Money Laundering Reporting Officer (MLRO) to review inclusion.

10.7 On opening a Calmony Client Bank Account your existing non landlords and clients (for example tenants and contractors) can be added without an AML under special privilege (grandfathering), subject to;

10.7.1 Providing a special privilege list of Payees with full name, account number, sortcode is submitted to Calmony MRLO officer for review and assessment.

10.7.2 The Payee is not an overseas person with or without UK bank or building society account.

10.7.3 A signed declaration that you have conducted your own AML checks on all person on the special privilege request list.

10.7.4 Existing Payee's who do not pass Calmony MRLO assessment will require an Payee AML check.

10.8 As part of Calmony's FCA Customer Duty, within business hours we aim to complete AML exemption requests and checks within the same day so you are able to make payments, with the exception of weekends and bank holidays. 

10.8.1 On weekends, the completion of AML exemption requests and checks can take up to 62 hours when requests are made after 5pm on Friday (aim to approve by 11am on Monday).

10.8.2 On bank holiday Mondays, the completion of AML exemption requests and checks can take up to 86 hours when requests are made after 5pm on Friday (aim to approve by 11am on Tuesday).

10.8.3 On Easter and Christmas bank holiday's, the completion of AML exemption requests and checks can take up to 110 hours when requests are made after 5pm on Thursday (aim to approve by 11am on Tuesday).

Overseas Payees & Non Resident Landlords (NRL)

11.1 Property Agents, you, not Calmony, are responsible for landlords with an overseas address, UK care of address, overseas contact details, or overseas bank account details to be registered with HMRC as a Non Resident Landlord.

11.2 You, not Calmony, are responsible for any tax demand from HMRC for the non deduction and payment of NRL tax.

11.3 Calmony Client Bank Account does not and can not accept international payments into the Calmony Client Bank Account.

11.4 Payments for overseas Payees can only be paid into a UK bank, Wise.com EMI or building society account, where an international payment can be made.

Confirmation of Payee
12.1 Before a payment can be made to the payee bank account, you are required to confirm the bank account details the payment is going to are correct.

12.2 In the event of bank account details being edited or changed, a new confirmation of payee check will be required.

12.3 If the confirmation of payee is not an exact match then it remains with you to continue or not. If payment is made to the wrong account, Calmony may not be able to recover the payment.

Security, Payments, BACS, Bulk Payments & Payment Limits

13.1 Calmony Client Bank Accounts are unable to pay any Payee including tenant, landlord, supplier, contractor, deposit scheme, supplier, customer or you if the funds for the payment are not cleared into the Calmony Client Bank Account.

13.2 You will be required to install the Google Authenticator App to Two Factor Authentication authorise faster payments from Calmony Client Bank Accounts.

13.3 You shall indemnify Calmony against any losses, costs, claims, damages, and expenses suffered or incurred by Calmony as a result of or in connection with incorrect or unauthorised payments made from the Calmony Client Bank Account, or Barclays.net BACS payment system.

13.4 You must notify Calmony without delay upon becoming aware of any incorrect or unauthorised payment made from the Calmony Client Bank Account, or Calmony.agentOS.com, and Calmonyapp.com by notifying Calmony and emailing [e-mail]

13.5 Payment Processing using Calmony Bulk Payments, the BACS File may be used for processing payments for suppliers, tenant, landlord and customer payments, subject to the following conditions:

13.5.1 Providing accurate information within the BACS file, including, but not limited to, account names, account and sort code numbers, payment references, and amounts payable.
13.5.2 Complying with Anti-Money Laundering (AML) and Know Your Customer (KYC) laws, regulations, and guidelines regarding payments to payees.
13.5.3 You, and not Calmony, are responsible for the accuracy and legality of payments processed using the BACS File.
13.5.4 You have permission to make payments to your payees.

13.6 With BACS files errors, Calmony shall not be liable for any errors or omissions in the BACS File or for any actions taken or not taken by you or any third party as a result of the use of the BACS File.

13.7 With BACS File Payment Delays, Calmony shall not be liable for delays with the transferring of funds from yours or yours customers external bank, resulting in your BACS payment not being process on the payment processing date set within your BACS file or due to the lack of cleared funds in your Calmony Client Bank Account.

13.8 Calmony Client Bank Accounts payment limits are subject to your companies trading history and credit status.

13.8.1 If your faster payment, Bulk or BACS payment file exceeds your agreed daily limit, some of your payments will not be processed and, Calmony shall not be liable for delays with the transferring of funds from your Calmony Client Bank Account to yours or your customers external bank.

13.8.1 The default limits for payments are a maximum of £50,000 per payment with a maximum £100,000 of daily payments.  Please contact [e-mail] to request changes to the default limits.

13.9 With changing and cancelling Calmony faster payments;

13.9.1 you cannot recall once authorised

13.9.2 due to their real-time nature, once a Calmony faster payment has been sent it cannot be changed or cancelled.

Payment App and requests for payment

14.1 Calmonyapp.com, Calmony.agentOS.com and agentOS.com CRM system provides a service payagent.app that enables agents to request:

• Payments via the Payee's banking app, provided by Modulr open banking services
• The setup of a reoccurring weekly or monthly payment via the Payee's banking app and the setting up of a bank standing order provided by Modulr open banking services
• Debit card payment provided by Barclays ePDQ services
• Credit card payments provided by Barclays ePDQ services

14.2 Calmony provides an SSL point of sale web page for taking payments for the agent's website.

14.3 The banks that currently support open banking payments include:

• AIB
• Bank of Ireland UK
• Bank of Scotland
• Barclays
• Danske Bank UK
• First Direct
• Halifax
• HSBC
• Lloyds Bank
• Monzo
• Nationwide
• Natwest
• Revolut
• Royal Bank of Scotland
• TSB

14.4 The card service providers currently supported by the payment app include:

• Visa debit and credit cards
• Mastercard debit and credit cards
• Maestro

14.5 Payments made via the Payee's banking app will usually clear and be paid into your Calmony Client Bank Account on the same day. 

14.6 Payments made using debit or credit cards and processed by Barclays ePDQ services can take between 2 and 3 working days to be paid into your Calmony Client Bank Account.

14.7 No interest is earned by Calmony on card payments held and the agent acknowledges that it is not due any interest on funds. 

14.8 Calmony charges are a fixed charge (not a percentage of the transaction) on all open banking single payments and re-occurring payments, and the rate is subject to the Calmony Client Bank Account subscription package you have subscribed to.

14.9 Debit and Credit card payments using the payment app and processed by Barclays ePDQ services are subject to the Barclays epdq terms and conditions and these terms and conditions are appended to and form part of this agreement (available here: https://www.barclaycard.co.uk/business/terms-of-use ).

14.10 Fees for processing payments from payagent.app are detailed on Calmony fees list.

14.11 Payments using the payment app are paid in full to the Calmony Client Bank Account and fees for processing the payment are charged on your Calmony invoice and collected by direct debit.

14.12 Card payments are limited to £3000 per transaction.  If a higher limit is required, a request can be made to Calmony where a personal guarantee from a director or other principal of a business for claw back of card payments and all other funds owed under these terms and conditions will be required.

14.13 If for any reason the agent wishes to cancel a single or re-occurring payment, the agent, not Calmony, will be required to notify the Payee to instruct them to cancel the payment from their bank.

14.14 If for any reason the agent wishes to cancel a debit or credit card payment, they must notify Calmony via the Calmony app.  Subject to payment scheme timings of Barclay's ePDQ service, Calmony will process the refund ONLY to the original payment debit or credit card.

14.15 Calmony will inform the agent as soon as reasonably practicable of any debit or credit payments cancelled by the Payee.

14.16 If a Payee cancels their payment, Calmony is under no obligation to pay the agent in respect of the cancelled payment and no liability to the agent in respect of the cancellation.

14.17 Calmony is not responsible for any aspect of third party services, including security, availability, support or functionality. The agent and their Payees use such services at their own risk and are responsible for all payments initiated or otherwise affected by such third party services.  The payment app displays payer (end user) terms confirming this term and condition.

14.18 Calmony will not be required to provide the Agent with any details regarding any problems found during their or any third party provider’s AML or KYC checks or any fraud checks.  Calmony may choose to provide such detail, but will not do so where it would cause Calmony to be in breach of AML or CMP legislation

14.19 Calmony may apply additional checks with the Calmonyapp.com app to reasonably determine if a payment is considered high risk.  The agent agrees to respond promptly to any reasonable requests for information in order to facilitate Calmony and Calmony's Money Laundering Report Officer (MLRO) in conducting such checks and acknowledges that any delay in responding may result in suspension of payment services from the Calmony Client Bank Account.

14.20 The agent must notify Calmony without delay (and in any event within 13 months of a processed payment) upon becoming aware of any Unauthorised Payment via online banking app or via debit or credit card by notifying Calmony by emailing [e-mail]

14.21 Calmony may suspend payments out, if in Calmony's reasonable opinion, such suspension or amendment is required, for example, as a result of excessive or anticipated excessive payments, refunds, pending disputes, deterioration of the agent's financial situation or credit rating, other suspected fraudulent or otherwise suspicious activity related to the agents use of Calmony's payment app.  Calmony will notify the agent of such suspension unless to do so would be unlawful.

Fees

15.1 Calmony charges are a fixed charge (not a percentage of the transaction) on all single payments and re-occurring payments requests using the payment.app, and the rate is subject to the Calmony subscription package you have subscribed to.

15.2 Fees for processing payments from the component of the Calmonyapp.com payment.app are detailed on Calmony fees list.

15.3 Calmony Client Bank Accounts charge a monthly account fee, subject to your subscription package.  Full subscriptions charges and fees can be found on Calmony fees list.

15.4 A number of transactions of funds paid in and out, transfers in and out of the Calmony Client Bank Account are included in your subscription package.  Transactions over the free limits are subject to a per transaction charge.

15.5 Other charges which may be incurred in your use of the Calmony Client Bank Account include confirmation of payee checks and AML checks.

15.6 Calmony Client Bank Account will give 30 days notice of increase in transaction fees, confirmation of payee fees, AML check fees, or Calmonyapp.com payment fees.  You will be notified on the Calmony and agentOS invoice emailed to your billing contact.

15.7 Calmony will give 2 months notice to any increase to the monthly subscription fee for the Calmony Client Bank Account, including Free to Paid for subscription packages.  You will be notified on the Calmony and agentOS invoice emailed to your billing contact or by billing email contact.

15.8 The Calmony Client Bank Account monthly subscription fee is monthly in advance and payment must be by Direct Debit from the nominated Calmony Fees Account.  The Calmony Client Bank Account monthly fee is due from the opening of the account. 

15.9 The Calmony Client Bank Account transactions fees for payment in and out, transfer fees, confirmation of payee fee and AML check fee are monthly in arrears and payment must be by Direct Debit from the nominated Calmony Fees Account.

15.10 In the event of a Direct Debit payment not being process or is cancelled, Calmony will contact you to check there has been not technical error and take a manual payment.

15.11 With Calmony Client Bank Accounts, Four (4) days after a Direct Debit payment is outstanding Calmony reserve the right to take Fees owed directly from the account.

15.12 Five (5) days after a Direct Debit payment is outstanding, access to the Calmony Client Bank Account will be suspended until the outstanding payment has been cleared and Direct Debit reinstated.

15.13 In the event of 2 months outstanding invoice for the Calmony Client Bank Account, we will start the process of closing the Calmony Client Bank Account and returning the funds to the Payee source account and sort code.

15.15 Calmony Clients that have dormant Calmony Client Bank Accounts with zero balance on the account and/or no payments in or payment outs within 90 days, you account will be auto upgraded to the next subscription package.  You will be notified on the Calmony and agentOS invoice emailed to your billing contact or by billing email contact.

15.16. After Calmony has informed you that we are auto upgrading the subscription, you will have 90 days to transact through the account to request the lowering of the subscription package.

Refund or return of payments

16.1 In accordance with AML good practice, Calmony Client Bank Accounts will only process refunds and return of funds to the payee source account number and sort code. 

Payments to Property Agents and Non Property Agents trading account

17.1 Calmony Client Bank Account will only approve payments to an agent's confirmed business trading account.

17.2 Calmony Client Bank Account automatically monitors the payments to the approved trading account.  If payments exceed 20% of the total payments in for a 90 day period, Calmony will notify you and if you are a Property Agents your CMP scheme provider recommending a spot check is carried out.

Clawed back funds

18.1 You confirm and understands that a clawback is a reverse transaction that requires funds to be returned from the account to the original source, and clawbacks can be initiated by Calmony, Griffin Bank, UK banks, a government agency, or any other authorised entity.

18.2 With Property Agents, to ensure you and Calmony Client Bank Account meets client account requirements of your client money protection CMP insurance and membership, you, not Calmony will be responsible for any payments made into the Calmony Client Bank Accounts that are clawed back by the payee, payees bank or their card payment issuer.

18.3 We will notify you immediately when Griffin Bank notify Calmony that funds have been clawed back and Calmony will be transferring the sum of the clawed back funds from your Calmony Client Bank Account, in addition:

18.3.1 Calmony can not guarantee to notify you if funds are clawed back.

18.3.2 You, not Calmony, are responsible for any costs associated with the clawback process, including administrative fees, legal expenses, and any other costs incurred by Calmony.

18.3.3 You, not Calmony, are responsible for any costs associated with funds that are paid out before they are clawback.

18.3.4 Payments by open banking request are subject to Faster Payment APP (Authorisation Push Payment) Reimbursement Scheme (PSR) which relates to the prevention of fraud and compensation.

18.3.5 If agentOS receives a claim from a payment request you issued and is required to reimburse, Modulr has a £100 claims excess on the returned funds and a £35 Fraud Administration Free per claim, which agentOS will pass onto you.

18.3.6 AgentOS is required to maintain an APP Fraud Collateral Account with a minimum balance set by Modulr.  Is you, not agentOS, receives a claim from a payment request you issued and is required to reimburse, you will be required to contribute to the APP fraud Collateral Account.

18.4 You are required to transfer the clawed back funds from your trading account to the Calmony Client Bank Account by 5pm on the same day to ensure the client account reconciles.

18.5 If the clawed back funds are not received into the Calmony Client Bank Account by 5pm, we will suspend all payments out of the Calmony Client Bank Account meaning no payments can leave the account.  In addition, we will record on Calmony risk register a 'non satisfactory event' and will report to you and if you are a Property Agent to your CMP provider the 'non satisfactory event' and recommend a review of the Calmony Client Bank Account.

18.6 In the event of a clawback, Calmony reserve the right to clawback any payments made from your Calmony Client Bank Account to your payee.

18.6.1 You, not Calmony, are responsible for any costs associated with the Calmony Payee clawback process, including administrative fees, legal expenses, and any other costs incurred by Calmony, you or your Payee.

Charges for holding balances

19.1 Calmony reserves the right to pass on any charges incurred by Griffin Bank (such as negative interest charges or account fees for dormant accounts) as a result of holding cash balances in bank accounts.

Your responsibilities
20.1 You are responsible for all activity occurring under your User accounts (logins) to Calmony.agentOS.com, Calmonyapp.com, the Calmony Client Bank Accounts, or agentOS.com CRM system, including but not limited to;

• changing bank account details
• request for payments
• transfers
• payments
• requesting BACS payments
• permissions with AML checks and confirmation of payee checks
• fees due to use of Calmony Client Bank Accounts

20.2 You shall notify Calmony immediately of any unauthorised use of any password or accounts or any other known or suspected breach of security or data protection within 24 hours as set out by your obligations under GDPR legislation.

20.3 You may not allow any third parties access to Calmony Client Bank Accounts other than your accountants, auditors, Letting Partnership Ltd and your CMP Scheme provider.

20.4 Calmony will from time-to-time upgrade and modify the Calmony.agentOS.com, and Calmonyapp.com, as a user to the service, you must accept the upgrade or modifications.

20.5 Calmony cannot be held responsible for any losses due to bugs or errors in the Calmony.agentOS.com or Calmonyapp.com. You are responsible for checking any transactions that take place within the Calmony.agentOS.com and Calmonyapp.com and to make sure that bank account payments are correct.

20.6 Calmony reserve the right to limit, suspend or discontinue aspects of the Calmony.agentOS.com or Calmonyapp.com in the event of security breach. We will give reasonable notice of the limiting, suspension or discontinuing, and Calmony cannot be held responsible or liable for any loss or damage suffered by you, whether direct, indirect or consequential.

Closing accounts
21.1 You may close an account or stop using the service by giving minimum 30 days written notice. 

21.2 Any available balance remaining on the Calmony Client Bank Account after account closure will be transferred to your nominated client bank account via Faster Payments, subject to no outstanding Calmony fees and and if your are a Property Agent, subject CMP legislation. 

21.3 In the event of closing your Calmony Client Bank Account, for the avoidance of any doubt, the Calmony Client Bank Account is not transferable and you, or another Bank, or another provider of Griffin Bank Account.  Furthermore, Calmony is not responsible for providing a new FCA approved client bank account and for arranging the transfer and cancellation of standing order and other payments to the Calmony Client Bank Account.

21.4 If you are a Property Agent with CMP, when the account is closed we will inform your CMP provider that we not providing a Calmony Client Bank Account and recommend a health check.

21.5 Process for closing an account;

21.5.1 Please email [e-mail] requesting account closure, and a closure date will be set for the last working day of the following month.

21.5.2 All fees, including the monthly subscription and an estimate of future transaction charges are immediately due.

21.5.3 Calmony will issue an invoice for the future monthly subscription (if applicable) and estimated transaction charges.

21.5.4 All fees due and outstanding are immediately deducted from the account and will included a payment reference 'Bank fees inv XXXXX'.  It is your responsibility, not Calmony's, to top up these fees in the account if required.

21.5.5 Once the account is closed, if the estimated transaction charges exceeds actual transaction use, Calmony will issue a refund.

Transferring Legal Ownership of a Calmony Client Bank Account

22.1 In the event of the Property Agents or Non Property Agents business being sold or there being a change in Control, the new entity and owners would be required to go through Calmony application process as set out in clause 3.1 to 3.4 (above).

22.2 In the event of the application is successful the new entity and owners would be required to sign to these terms and conditions.  Once signed, Calmony will start the process of moving the Calmony Client Bank Account to the new entity and owners.

22.3 Calmony will rename the designated account to the registered business.

Treating customers fairly policy and complaints

23.1 In line with FCA guidance and Calmony core values, a formal complaints procedure is available.

23.2 If you need to make a complaint then the first stage is to follow Calmony complaints process, full details are on agentOS GDPR, Security and Privacy Policy found here

23.3 If you are not satisfied with our outcome of the complaint, and you believe the complaint relates to the financial service that we have provided, you can refer the complaint secondly to Griffin Bank or to either Financial Ombudsman Service or Financial Conduct Authority.

Non contact, administration & liquidation of your business
24.1 If there is no contact from you or Calmony is informed you have ceased trading and funds or rents continue to be paid into the Calmony Client Bank Account, we will;

• Return the funds the originator Payee if the account number and sort code is available on the inbound payment transaction
• If you are a Property Agent, liaise with your CMP provider to confirm the action needed for any funds that remains and cannot be returned
• If you are a Property Agent, instruct the administrator/liquidator to liaise with your CMP provider regarding access to the Calmony Client Bank Account
• Any payments in or out of the Calmony Client Bank Account will be subject to the current transaction fee.

24.2 Calmony will consider a Calmony Client Bank Account to be a dormant account when;

• No balance on the account, or
• No activity after 6 months, or
• Calmony attempts of contact with the account holder go unanswered from month 7 to end of month 9.

24.3 Calmony dormant account policy is once an account becomes dormant, the account will be closed and funds transferred to the dedicated Calmony Client Bank Account named Calmony Dormant Client Account Funds with funds held in the Dedicated Calmony Barclays Client Bank Accounts.

24.5 In the event of a claim to return Calmony dormant account funds, Calmony will require

• Confirmation applicant is legally entitle to the funds
• Confirmation of payees funds belong to if client funds
• No outstanding Calmony subscription or transaction fees

Once the Return of Dormant account funds requirements have been met, funds will be transferred to a nominated account for non client funds or to a client account for client funds.

Suspicion of AML and CMP activity reporting process
25.1 Any suspicion of AML or CMP activity will be reported to Calmony money laundering report officer (MLRO), who will review and record the details on the Calmony risk register.

25.2 The MLRO will check with the person reporting:

• Who is under suspicion and who are the connected parties?
• What is the reason for suspicion?
• When and what are the details?
• What explanation was given by the client (if applicable) for the decision taken?

25.3 The MLRO will add the details, dates, times, and amounts to Calmony risk register, including any documentation.  Then the MLRO will contact you, the agent to explain a suspicion has been raised and that we are legally duty bound to review.

25.4 The MLRO will explain why the risk has been raised and check with you, the agent to understand the circumstances and if you have taken the correct due diligence checks.

25.5 If the review outcome requires no action, then the outcome decision is recorded on the Calmony risk register and the report is closed.

25.6 If the suspicion remains, the conclusions are added to the risk register and reported to the National Crime Agency (NCA) via [e-mail] (AML suspicion), if you are a Property Agent your CMP provider (CMP suspicion), your chartered or certified Accountant and you.

25.7 You, and not Calmony, are responsible for any and all fines for any breach in AML regulations.

25.8 Calmony's Whistle Blower and CMP reporting policy enable employees to directly report to CMP scheme if they suspect suspicious activity, without seeking permission or approval from Calmony's MLRO officer.

Limit of Liability

26.1 Calmony we will not be liable to you or your Authorised Users whether in contract, tort, misrepresentation, restitution, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of these terms and conditions for more than £50,000 in any consecutive period of twelve months.

General

27. Calmony is part of agentOS Proptech Group Ltd and we may contact you regarding the Groups other software, apps and services.

All Rights Reserved Copyright © 2020 to 2024 agentOS Proptech Group Limited

Griffin Bank Ltd Flow Down Terms

1. Payment Service Schedule

1. DEFINITIONS

1.1 The defined terms in these Service Terms shall have the same meaning as set out in the General Terms and Conditions unless specified otherwise.

1.2 In these Service Terms,

“Authorised User”	means any of your personnel who is duly authorised by you to access and use the Account and Services;
“Book Transfer”	means an internal balance transfer between the Accounts held by the same account holder or under our control;
“FPS”	means faster payment services;
“GBP”	means pounds sterling;
“Large Business Customer”	means a business customer which on the date of opening the Account is not a Small Business Customer;
“Nominated Account”	Means a separate operational bank account that you hold and maintain with a bank or financial institution which is not related to us;
“PSR”	means the Payment Services Regulations 2017, as amended;
“Small Business Customer”	means, as defined under the PSR, a business customer which on the date of opening the Account had fewer than 10 employees; and an annual turnover and/or balance sheet total (either individually or as a group, if it is part of a group) of £2 million or less, or if part of a group;

2. ABOUT THESE SERVICE TERMS

2.1 These Service Terms set out the operation of the Accounts and the processing of any payments in relation to any of those Accounts. 

2.2 These Service Terms are subject to our General Terms and Conditions. These Service Terms, together with any other Service Terms and Standards are incorporated by reference in the General Terms and Conditions shall form the agreement between you and us.

3. THE ACCOUNT

3.1 Account opening

3.1.1 Once the onboarding process has been completed and it has been confirmed that our risk appetite and eligibility criteria in relation to an Account and applicable account holder have been met, we will create an Account for you.

3.1.2 We may, at our discretion, require you to provide us with details of a Nominated Account for the purpose of opening an Account with us. You shall ensure that the Nominated Account is active at all times during the Term and capable of receiving funds from us in limited circumstances as communicated by us from time to time, for example, if we need to return the funds when an Account is closed.

3.2 Access

The Accounts can be accessed and used online only via the Platform.

3.3 Account usage

3.3.1 You shall ensure that only eligible funds are held in the relevant Accounts and you shall use the Accounts in accordance with the terms of the Agreement.

3.3.2 We will provide you with information about the Accounts including a record of transactions via the Platform.

3.4 Confirmation of payee

Once we implement confirmation of payee, which is mandatory from October 2024. When we receive an instruction to pay out of the Account to an individual or a business for the first time, we will carry out the confirmation of payee process to check the payee’s account details with their bank. After we have completed the confirmation of payee process, you must confirm in the manner determined by us from time to time that you agree to proceed with the payment. We will not be able to process the instructions until you have provided such information and confirmation to us. 

3.5 Termination/Account closure

3.5.1 We may close an Account immediately:

3.5.1.1 where we become aware or reasonably suspect that the Account has been used contrary to the terms of the Agreement; or

3.5.1.2 where we reasonably suspect any fraudulent activity in connection with an Account or a payment in or out of an Account.

3.5.2 Without prejudice to paragraph 3.5.1, we may close an Account:

3.5.2.1 in accordance with the General Terms and Conditions;

3.5.2.2 upon your written instruction, provided that if you have signed up to an Account or Service for an initial term, fixed renewal term or other set period, you may have to pay charges if you close the Account or withdraw some or all of your money before the end of that initial term, renewal term or set period;

3.5.2.3 if the Account is inactive for a period of 25 calendar months from the date of the last transaction; or

3.5.2.4 if you fail to pay the Fees in accordance with the Agreement.

3.5.3 When an Account is closed under these Service Terms or if these Service Terms no longer apply for any reason, we will follow the Account closure procedures which are available here https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts. You may have to pay charges if an Account is closed under these Service Terms.

4. MAKING AND RECEIVING PAYMENTS

4.1 Subject to the terms of the Agreement, we will process a Book Transfer and send and receive payments via our Accounts through FPS.

4.2 Initiating payments

4.2.1 A single FPS payment can be initiated online via the Platform.

4.2.2 When we receive an instruction to pay out of an Account to an individual or a business, to process such instruction we will require certain information about the payee such as sort code, account number, name of the person or organisation, and a payment reference. We will not be able to process the instructions until you have provided such information to us.

4.2.3 Payments to and from the Account may only be made in GBP and via FPS.

4.2.4 We currently do not support certain functionalities, such as:

4.2.4.1 direct debits, standing orders, CHAPS, or BACS;

4.2.4.2 transactions in foreign currencies or international money transfer;

4.2.4.3 cash withdrawal; or

4.2.4.4 payments in to or out of the Accounts via cash, cheques, banker’s drafts or any other similar instruments.

4.2.5 You shall ensure that you have sufficient funds to cover the full amount of any payments from your Accounts. If you attempt to make a payment with insufficient funds, we may at out sole discretion refuse the payment without incurring any liability to you. You may incur additional charges for payments that we can not authorise as a result of insufficient funds, as detailed https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts.

4.3 Timings

4.3.1 FPS is available 24 hours a day, 7 days a week, 365 days a year and has no cut off times.

4.3.2 The money is usually available in the recipient’s account almost immediately, although it can sometimes take up to 2 hours, for example, where the paying bank or the receiving bank needs to carry out certain verification, or there is an operational issue, or if the receiving account does not permit immediate posting of the payment.

4.4 When we cannot make payments

There will be situations where we suspend, cannot or refuse to follow a payment instruction, such as:

4.4.1 when there are insufficient funds in the applicable Account to make a payment out of the Account;

4.4.2 where we become aware of or have reasonable grounds to believe that there is a suspicious activity on the Account;

4.4.3 when we perform transaction screening on the Account;

4.4.4 where there is a services outage; or

4.4.5 when the payee information as required under paragraph 4.2.2 is incorrect or not sufficient for us to make payment.

We will notify you when payment cannot be made, unless where such notification is not permitted under applicable Laws.

4.5 Changing and cancelling payments

4.5.1 FPS payments to an incorrect account cannot be recalled.

4.5.2 Due to their real-time nature, once a FPS payment has been sent it cannot be changed or cancelled.

4.6 Receiving payments

4.6.1 When we receive a payment into an Account via bank transfer, we may:

4.6.1.1 accept the payment almost immediately;

4.6.1.2 accept the payment within a longer period of time. We will notify you or the Authorised Users, as the case may be, of the time when you can expect the funds to reach the Account; or

4.6.1.3 reject the payment.  We will notify you or the Authorised Users of our reason for the rejection.

4.7 Limits

4.7.1 The following transaction limits shall apply to transactions processed via our Accounts: https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts.

4.7.2 Book Transfers are not subject to a transaction limit.

5. PRICING         

5.1.1 The Fees to make payment using FPS is set out here https://letmc.zendesk.com/hc/en-us/articles/4414298582929-Calmony-and-payment-app-fees. We will notify of any change to the Fees no less than 30 days in advance.

6. REFUNDS

Unauthorised Transactions

6.1.1 You must notify us immediately at [e-mail] copying our business partner [e-mail] of any unauthorised transaction, including where you know or suspect that a fraud or attempted fraud has been committed against us or you. We will investigate and manage the reported issue following our process.

6.1.2 You will normally receive a refund of the amount of the unauthorised payment as soon as practicable and no later than the end of the next Business Day after you have notified us and our business partner of an unauthorised transaction, provided that:

6.1.2.1 you are eligible to claim for the refund;

6.1.2.2 you give the notification no later than 13 months after the relevant transaction date or when you become aware of it; and

6.1.2.3 none of the scenarios set out in paragraph 6.1.3 below applies.

6.1.3 You will not receive a refund in accordance with paragraph 6.1.2 above if:

6.1.3.1 you fail to give a notification within the required time period set out in paragraph 6.1.2; or

6.1.3.2 if the investigation shows that the transaction has been correctly authorised by you or one of your Authorised Users;

6.1.3.3 there are reasonable grounds to prove that you or any of your Authorised Users have acted fraudulently, or have deliberately, or with gross negligence, failed to comply with the Agreement (including if you disclose your security details of the Account to a third party who is not one of your Authorised Users).   

6.1.4 You agree that the provisions under paragraphs 6.1.2 and 6.1.3 may not apply to you as a Large Business Customer as certain parts of the PSRs do not apply to your Service Terms. If you are a Large Business Customer and a payment leaves your Account when it shouldn’t have, we will agree with you what the next steps are. We may charge you for any costs we incur in trying to recover this.

Authorised transactions

6.1.5 You agree paragraph 6.1.6 below does not apply to you as a Large Business Customer as certain parts of the PSRs do not apply to your Service Terms, these relate to providing certain refunds to Small Business Customers.

6.1.6 Subject to paragraph 6.1.7, you may be entitled to a refund for the full amount of an authorised transaction if:

6.1.6.1 you are eligible to claim for such refund;

6.1.6.2 the payment did not specify the exact amount (for example: an event or hotel booking where payment is authorised but additional costs are later charged); and

6.1.6.3 the payment amount exceeded the amount you could have reasonably expected to pay (taking into account your previous spending pattern and circumstances of that particular case); and

6.1.6.4 you  have asked for the refund within 8 weeks from the date of the transaction.

6.1.7 You agree:

6.1.7.1 to provide us and our business partner with any further information in relation to the transactions under paragraph 6.1.6 as we may require. You may receive either a refund of the full amount or a justification for refusal within 10 Business Days from the date we and our business partner receive your refund request.

6.1.7.2 You won’t receive a refund where:

6.1.7.2.1 you’ve given consent for the payment to be carried out;

6.1.7.2.2 we or the payee, gave you specific information about the payment at least four weeks before it was due; or

6.1.7.2.3 you don’t request the refund within 8 weeks of the payment date.

Mistaken transactions

6.1.8 If an incorrect payment has been made due to a genuine mistake, please contact us immediately. We will investigate and try to help you recover the fund of a mistaken transaction in accordance with the credit payment recovery process which is available here https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts.

2. Standards: Property Agents Client Money Protection (CMP) standards and requirements can be found here https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts.

3. Instructions: We may not accept your instructions where to do so would, or in our reasonable opinion might, result in a breach by us of any sanction or embargo imposed by the international community. We will not be liable for any loss, damage, cost or expense that arises as a result.

4. Authorised Users

If you are a business user,

4.1 You must not allow anyone other than an Authorised User to access and use your Account.

4.2 Apart from granting access to Authorised Users, neither you or any Authorised User will license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services, in any way.

4.3 An Authorised User will not have any rights under this Agreement in his or her personal capacity. You will be responsible for their conduct, acts and omissions and should make them aware of your responsibilities under this Agreement.

4.4 You will be responsible for any instructions given by you, or any Authorised User. 

4.5 You will be liable for Authorised Users compliance with the terms of this Agreement.

5. Keeping the Account secure

5.1 You must keep your Security Credentials confidential and make sure they cannot be used by anyone else or for fraudulent purposes. You must read and comply with our fraud prevention information which can be found at: https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts. “Security Credentials” means any PIN, security number, access code, password, question, or other security detail or procedure, that you use to access your Account or the services provided under this Agreement.

6. When you can end the Services

6.1 If you are a Small Business Customer or a consumer, you may

6.1.1 end this Agreement by giving us no later than one month’s notice for any reason; or

6.1.2 cancel a Service without penalty or reason by written notice within 14 calendar days from the date you or your Authorised User accepts these Terms and Conditions. However you cannot use this right if you have signed up to an Account or Service with a fixed rate of interest for a fixed period.

6.2 If you are a Large Business Customer, clause 6.1 will not apply. You may end this Agreement, close an Account or stop using a Service or other facility, at any time by giving us 90 days’ written notice. If you have signed up to an Account or Service for an initial term, fixed renewal term or other set period, you may have to pay charges if you close the Account or withdraw some or all of your money before the end of that initial term, renewal term or set period.

GRIFFIN BANK LIMITED

General Terms and Conditions

Date: 24 January 2024

Version – 1.0

These Terms and Conditions (including any schedules attached to it, the Service Terms and any documents incorporated by reference in these Terms and Conditions) form a legal agreement between you and us in respect of the Services. Please read through the terms carefully. By accepting these terms you agree to these terms which will bind you and, where applicable, your Authorised Users.

You acknowledge that you are purchasing these Services directly from our business partner AgentsOS Proptech Group Ltd, Trading as Calmony (“Calmony”) (the “Underlying Agreement”) but we will be directly responsible for delivery of the Services in consideration of Calmony Client Bank Account Service and subject to the terms of this Agreement. We do not charge you for the Services.

You should save a copy of these Terms and Conditions for future reference.

A table of Calmony’s and our roles are set out below for reference only. The table below does not form part of this Agreement between you and us, and will be subject to further changes in accordance with our contract between us and Calmony. You acknowledge that you are not a party to such contract and shall not have any right to enforce the terms of such contract.

Service	Who provides this service
Providing you with access to Calmonyapp.com	Calmony
Providing you with a Calmony Client Bank Account for your funds	Griffin
Access to Calmony Client Bank Account	Calmony

1.         ABOUT US

1.1 Griffin Bank Limited (referred to in this document as “Griffin”, “we”, “us”, and “our”) is a bank incorporated in England and Wales with company number 10842931 and whose registered office is at 9th Floor 107 Cheapside, London EC2V 6DN.

1.2 We accept deposits, and offer other banking, financial and technology services to our customers. For these services we are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

1.3 Our Financial Services Register number is 970920. To find out more about us, please visit the Financial Services Register at https://register.fca.org.uk or call the FCA on 0300 500 8082.

1.4 We are registered with the Information Commissioner’s Office under Registration number: ZA663369.

1.5 Our VAT number is:  GB 366 0575 83.

2. WAYS TO CONTACT US

2.1 You can contact us in the following ways:

Email: [e-mail]

Support: [e-mail]

2.2 Our Business Day is a day when banks in London are open for business, other than a Saturday, Sunday or public holiday in England. Our business hours are the period from 9.00 am to 5.00 pm UK time on any Business Day.

2.3 We may monitor and record any correspondence to check we have carried out your instructions correctly, to handle complaints, to help improve our service and to help prevent fraud or other crime.

2.4 We will only correspond and communicate with you in English. We will only accept communications and instructions from you in English.

2.5 Please refer to our Support Service Schedule for information on how we and our business partner provide support services to you.

3. CONTACTING YOU

3.1 We may contact you or your Authorised Users by using any of the contact details you have given us verbally or otherwise in writing (including through our internet banking service, email, instant messaging or other digital communication). We may want to contact you or an Authorised User to tell you something about the Services or how you are running your Accounts. If you do not want us to contact you by email, text message or through our internet banking service, please let us know in writing. We will try to contact you in the way you prefer, but there may be times when we need to contact you by email, text message or through our internet banking service.

3.2 An email, text or communication through our internet banking service is deemed to be received by you two (2) hours after the time we sent it (as recorded on the device from which we sent the email or text or issued the communication through our internet banking service). If the time of deemed receipt of any email, text or communication through our internet banking service is outside Business Hours, then it is deemed to have been received at the commencement of Business Hours on the next Business Day.

3.3 We will not be responsible to you if we act or fail to act on any incorrect or out-of-date information provided by you including incorrect contact details .

4. THE FINANCIAL SERVICES COMPENSATION SCHEME

4.1 Deposits held with us are covered by the Financial Services Compensation Scheme (“FSCS”) dependent on you being eligible. Information on eligibility is available on our website https://griffin.com/deposit-protection.

4.2 For more information about the compensation provided by the FSCS, please see the FSCS website at www.FSCS.org.uk.

5. USING OUR SERVICES

5.1 When using our Services, you shall:

5.1.1 comply with the terms of this Agreement at all times;

5.1.2 only use the Services for lawful purposes and must not use the Services in any way that breaches any applicable local, national or international law or regulation (including applicable Data Protection Laws) or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

6. DATA PRIVACY AND YOUR PERSONAL INFORMATION

6.1 We are committed to protecting the personal information we hold about you and the people connected to your business. Our Privacy Policy describes how we collect, use and safeguard personal information when we act as a controller, with whom we may share it, and for what reason. Our Privacy Policy can be accessed at https://griffin.com/privacy.

6.2 Where you are a business user, you and we act as independent controllers and Schedule 1 (Data Sharing Schedule) shall apply.

6.3 The expressions “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the definitions given to them in the Data Protection Laws.

7. WHEN WE CAN SUSPEND OR END THIS AGREEMENT

7.1 We may suspend, withdraw, restrict, close or delay the use of Accounts or the provision of Services (in part or in whole) or end this Agreement (in part or in whole) with immediate effect if:

7.1.1 if you are no longer entitled to use the Account or receive the Services under the Underlying Agreement ;

7.1.2 if an exit plan has been initiated under our contract with Calmony

7.1.3 we have reasonable grounds to suspect unauthorised, fraudulent or suspicious activity on, or involving your Account;

7.1.4 we suspect that a mistaken payment has been made to or from your Account or we have received an unclear, erroneous or incomplete instruction in respect of your Account;

7.1.5 if we or our regulators have not received the information we need to meet our regulatory and legal requirements;

7.1.6 we, in our absolute discretion, consider it appropriate for your protection;

7.1.7 we, acting reasonably, believe you have significantly or persistently breached the terms of this Agreement (or we reasonably believe that you would, if we did not suspend, withdraw, restrict, or delay the use of your Accounts or Services);

7.1.8 you are not eligible (or are no longer eligible) for an Account, service, or facility;

7.1.9 you fail to remain within our risk appetite;

7.1.10 there are not enough funds in your Account to cover a requested transaction;

7.1.11 we have been provided with false or misleading information, or have not received  the information requested for the purpose of the Agreement;

7.1.12 we suspect that you are, or may be, engaged in fraud, money laundering or terrorist financing activities (economic crime);

7.1.13 we suspect your Account may be involved with illicit activity, including but not limited to, fraud, money laundering (including tax evasion) or terrorist financing activities;

7.1.14 there is any dispute over your entitlement to any funds in your Account;

7.1.15 you have broken or are breaking the Law or we reasonably suspect you are or may break the Law, you are being investigated by any court, government, Regulatory Authority or you fail to meet any checks required by Law;

7.1.16 we are required to do so by Law, or any court, government or Regulatory Authority;

7.1.17 you are aggressive to our staff;

7.2 We may end this Agreement, close an Account or stop providing a Service or other facility, at any time by giving you 90 days’ notice. We may provide you with information as to the reasons why we are closing an account or ceasing to provide Services, though there are circumstances where we are not able to do so.

8. RESTRICTIONS ON CLAIMING LOSS

8.1 Nothing in this Agreement excludes or limits our liability for death or personal injury resulting from our negligence; for fraud or fraudulent misrepresentation on our part; or for any other liability that cannot by law be limited or excluded. However, we will only be liable for losses incurred as a result of fraudulent activity:

8.1.1 if it has resulted from a fraudulent act or omission on our part; or

8.1.2 if we are required by applicable Law to reimburse that fraudulent payment.

If you are a consumer user, the following provisions will apply:

8.2 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal data, we are not legally responsible for:

8.2.1 losses that:

8.2.1.1 were not foreseeable to us and you when the agreement between us was formed; or

8.2.1.2 that were not caused by any breach on our part;

8.2.2 business losses; and

8.2.3 losses to non-consumers.

8.3 Subject to clauses 8.1 and 8.2, we will not be liable to you whether in contract, tort, misrepresentation, restitution, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of this Agreement for more than £250 per event or per a series of connected events, up to a maximum amount of £1,000 in any consecutive period of twelve months. We may however decide in our sole discretion and based on the facts of any incident or issue to pay out a sum in excess of either of these amounts if we consider it reasonable to do so in the circumstances.

If you are a business user, the following provisions will apply:

8.4 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of stator duty, or otherwise, arising under or in connection with this Agreement for:

8.4.1 loss of profit, opportunity, goodwill, or anticipated business;

8.4.2 damage to reputation;

8.4.3 loss where you or your Authorised Users have acted fraudulently or with gross negligence, or where you have given us incorrect or insufficient information;

8.4.4 loss that we could not reasonably have foreseen; and/or

8.4.5 consequential, special, incidental, exemplary, punitive, speculative or indirect loss.

8.5 Subject to clauses 8.1 and 8.4, we will not be liable to you whether in contract, tort, misrepresentation, restitution, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of this Agreement for more than £250 per event or per a series of connected events, up to a maximum amount of £1,000 in any consecutive period of twelve months. We may however decide in our sole discretion and based on the facts of any incident or issue to pay out a sum in excess of either of these amounts if we consider it reasonable to do so in the circumstances.

9. WHAT WE ARE NOT RESPONSIBLE FOR

9.1 We shall have no liability for any failure to provide, or any delay in providing, or suspending the Services in accordance with the terms of this Agreement to the extent that such failure, delay or suspension results from:

9.1.1 your failure to comply with your obligations under this Agreement, or to provide us with information or updates as reasonably required or requested by us;

9.1.2 you or your Authorised Users providing us with incorrect payment instructions; or

9.1.3 a pending investigation into any specific payment instruction or activity on the Account. For example, we may refuse to accept payment into an Account if such payment is subject to an investigation or there is any suspicion that the payment is fraudulent or in breach of applicable Laws.

9.2 You cannot recover any losses, costs, expenses or liabilities from us if we are unable to perform our obligations under this Agreement because that failure was reasonably beyond our control, including strikes, natural disasters, war, terrorism, unrest, or loss or malfunction of utilities or telecommunications.

10. AUDIT AND MONITORING

10.1 You acknowledge that we have the right to track and monitor your use of the Services.

10.2 If you are a business user, you shall allow us or our authorised representatives or agents to have access to your systems and records at reasonable times to conduct necessary audit to verify your compliance with this Agreement.

11. CHANGING THIS AGREEMENT

11.1 We will tell you about any changes to the terms of this Agreement, by giving you at least two months’ notice unless such changes are required to comply with or take account of changes to the Law. Note this clause does not apply to changes to the Services and rates.

11.2 If you are not happy with any changes that we plan to make, you can end this Agreement at any time within that two month notice period free of charge. If you do not end this Agreement before the proposed changes take effect, we will consider that you have agreed to the changes.

12. TRANSFERRING RIGHTS AND RESPONSIBILITIES

12.1 We may transfer all or any of our rights or responsibilities under this Agreement, but only to someone who we consider will treat you fairly and who is capable of performing our responsibilities under this Agreement. You acknowledge that we may subcontract the performance of our obligations in respect of any part of the Services from time to time.

12.2 You may not transfer any of your rights or responsibilities under this Agreement without our prior written consent.

13. HOW TO MAKE A COMPLAINT

13.1 Please contact Calmony as the first point of contact who will follow our complaint procedures at https://griffin.com/complaints to promptly deal with any complaint from you in respect of your Account and Services.

13.2 We will handle complaints as a point of escalation following the procedures. If you don’t accept our final response, you can escalate your complaint to our Senior Independent Director (who is a non-executive director on our board). They will independently review your complaint and how we handled it. Then, if appropriate, they will act as intermediary on your behalf and work with us to find a better solution. If you remain unsatisfied with our response, you can refer complaints about bank accounts, payments, and other banking services to the Financial Ombudsman Service. You can contact them through their website: https://www.financial-ombudsman.org.uk/.

14. MISCELLANEOUS

14.1 Nothing in this Agreement establishes any partnership, joint venture, agency or employment relationship between us and you.

14.2 Only you and we (and our successors or assignors) may enforce the terms of this Agreement.

14.3 If any provision or part of this Agreement is or becomes invalid, illegal or unenforceable, it shall be considered modified to the minimum extent necessary to make it valid, legal and enforceable.

14.4 We will not provide you with any tax, legal or investment advice with respect to any Account, service or facility. Please seek your own independent advice in relation to these matters.

14.5 All terms continue to apply after this Agreement has ended except those requiring performance only during the duration of the Agreement.

14.6 This Agreement constitutes the entire agreement between us and you. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation, condition or warranty that is not expressly set out in this Agreement.

15. GOVERNING LAW

15.1 This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the law of England and Wales.

15.2 If you are a consumer and want to take court proceedings, the relevant courts of the jurisdiction in which you live will have non-exclusive jurisdiction in relation to this Agreement. If you are a business user and want take court proceedings, only the courts of England and Wales shall settle disputes arising out of or in connection with this Agreement.

16. SPECIAL TERMS USED THROUGHOUT THIS DOCUMENT

16.1 In this Agreement, we use certain terms that have a specific meaning. These are:

“Agreement”	means these terms and conditions including the Schedules, the Service Terms and any documents incorporated by reference in these terms and conditions and the schedules;
“Account”	refers to any accounts that you hold with us. If you hold more than one account with us, when we refer to ‘Account’ we are referring to all your accounts with us;
“Authorised Users”	means, if you are a business user, any of your personnel who is duly authorised by you to access, use and give instruction in respect of your Account and the Services on your behalf under this Agreement;
“Data Protection Laws”	all privacy and data protection laws applicable in the United Kingdom from time to time including the UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“FCA”	means the Financial Conduct Authority, and its successors;
“Large Business Customer”	means a business customer which on the date of opening the Account is not a Small Business Customer;
“Laws”	any laws, regulations, regulatory constraints, industry codes, guidelines, scheme requirements, or policies (including the FCA Handbook and PRA Rulebook), obligations, rules including common law and law of equity, and any binding court order, judgement or decree. It also includes any applicable guidance, direction, policy, rule or order that is given by a Regulatory Authority in the United Kingdom or any other relevant jurisdiction, which is applicable to this Agreement, interpreted (where relevant) in accordance with any guidance or similar document published by any Regulatory Authority;
“Platform”	means the website or mobile app through which you can access your Accounts and our Services;
“PRA”	means the Prudential Regulation Authority, and its successors;
“Regulatory Authority”	means any regulatory, quasi-regulatory or administrative body or other governmental authority that is charged with monitoring, regulating and/or overseeing ‎the business practices of us or you and/or the creation, enforcement or ‎supervision of, making or compliance with Laws, the Payment Systems Regulator, the Bank of ‎England, HM Treasury, the Information Commissioner, the UK FCA and the PRA, HM ‎Revenue and Customs (HMRC);‎
“Security Credentials”	means any PIN, security number, access code, password, question, or other security detail or procedure, that you use to access your Account or the services provided under this Agreement;
“Services”	means each of the services to which you have subscribed;
“Service Terms”	means any service specific terms applicable to the relevant Services;
“Small Business Customer”	means, as defined under the PSR, a business customer which on the date of opening the Account had fewer than 10 employees; and an annual turnover and/or balance sheet total (either individually or as a group, if it is part of a group) of £2 million or less, or if part of a group;
“UK GDPR”	has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
“You” or “your”	means a business user or a consumer user who has accepted these Terms and Conditions.

Schedule 1 - Data Sharing Schedule

1. Interpretation

1.1 In this Data Sharing Schedule the following terms have the following meaning:

“Disclosing Party”	means each of us to the extent we disclose or otherwise make accessible any Shared Personal Data to the other;
“Permitted Purpose”	means for the purpose of us providing and you receiving the Services as defined in Paragraph 2.1;
“Receiving Party”	means each of us to the extent we receive or access any Shared Personal Data disclosed or made available by the other; and
“Shared Personal Data”	means personal data received by one of us from the other, or otherwise made available by one of us to the other for the Permitted Purpose, as set out at Annex 1 to this Data Sharing Schedule.

2. Scope of this Schedule

2.1 This Data Sharing Schedule allocates certain rights and responsibilities between us when you are a business user and we are each acting as independent controllers. However, nothing in this Data Sharing Schedule shall limit or exclude either of our responsibilities or liabilities under Data Protection Laws. This Data Sharing Schedule does not apply where you are a consumer.

2.2 Annex 1 to this Data Sharing Schedule describes the personal data categories and data subject types which we may share between us under this Agreement.

3.4 General obligations

3.1 Each of us shall comply with Data Protection Laws in connection with the processing of Shared Personal Data.

3.2 Unless otherwise required under applicable Laws or in connection with any investigation into a potential security incident or potential fraudulent activity, each of us, to the extent it acts as Receiving Party, undertakes to the relevant Disclosing Party that it shall only process the Shared Personal Data for the Permitted Purpose.

3.3 We each agree that in respect of Shared Personal Data, the relevant Disclosing Party shall ensure that:

3.3.1 it collects, processes and transfers the Shared Personal Data in accordance with the Data Protection Laws;

3.3.2 the Shared Personal Data is accurate and up-to-date when disclosed or made accessible to the Receiving Party; and

3.3.3 it is entitled to transfer the Shared Personal Data to the Receiving Party for the Permitted Purpose in accordance with the terms of this Agreement.

3.4 Upon written request, we each agree to use commercially reasonable endeavours to assist the other to comply with any obligations under Data Protection Laws.

3.5 We shall make our Privacy Policy available at https://griffin.com/privacy. You shall ensure that all relevant data subjects, including Authorised Users, customers and beneficiaries are provided with our Privacy Policy.

3.6 Without prejudice to any other obligation, if either of us becomes aware that any of the Shared Personal Data is inaccurate or out of date, it shall promptly notify the other.

4. Technical and organisational measures

4.1 The Receiving Party shall at all times put in place and maintain appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Shared Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of the Shared Personal Data.

5. Third party processing

5.1 You agree that we may pass Shared Personal Data to the police or other authorities or regulatory bodies as part of any investigation into potential fraudulent activity.

6. Data Subject Rights

6.1 Each of us shall provide such assistance as is reasonably required by the other to enable the other to comply with requests from data subjects to exercise their rights under Data Protection Laws within the time limits imposed by Data Protection Laws.

7. Personal data breach

7.1 Each of us shall comply with its obligation to report a personal data breach to the appropriate supervisory authority and (where applicable) data subjects under Data Protection Laws and shall each inform the other of any personal data breach relating to the Shared Personal Data irrespective of whether there is a requirement to notify any supervisory authority or data subject(s).

7.2 We each agree to provide reasonable assistance to each other to facilitate the handling of any personal data breach in an expeditious and compliant manner.

Annex 1 – Shared Personal Data

Categories of data subjects whose personal data is processed	Your Authorised Users, and related parties and payees of those Authorised Users
Categories of personal data shared	Name, bank account details (account number, sort code and IBAN), together with any other information voluntarily disclosed by an Authorised User in connection with the Services for example specific health or disability vulnerability information.

GRIFFIN BANK LIMITED

SERVICE TERMS: TRIPARTITE DEDICATED GENERAL CLIENT MONEY ACCOUNTS

1. ABOUT THESE SERVICE TERMS

1.1 These Service Terms set out how we provide you with a client money account (“CMA”)  which is a bank account opened with us that enables you to keep client money segregated from your operational funds in compliance with CASS.

1.2 These Service Terms are subject to our General Terms and Conditions. These Service Terms, together with any other Service Terms and Standards are incorporated by reference in the General Terms and Conditions shall form the agreement between you and us.

1.3 Please refer to your Underlying Agreement with Calmony for details on how payments and refunds are processed.

2. OUR OBLIGATIONS

2.1 When providing the CMAs under these Service Terms, we shall:

2.1.1 comply with our regulatory obligations under applicable Laws including those under the FCA Handbook and PRA Rulebook, as applicable;

2.1.2 have no interest in, recourse against, or right over the funds in the CMA;

2.1.3 not combine any CMA with any other Account;

2.1.4 not exercise any right of set-off or counterclaim against funds held in any CMA, in respect of any sum owed to us by you; and

2.1.5 not provide any overdraft or credit facilities on any CMA.

3. YOUR OBLIGATIONS

3.1 In relation to the CMAs, you shall:

3.1.1 comply with your regulatory requirements under CASS or any other applicable law or regulation;

3.1.2 in compliance with CASS, keep your operational funds segregated from client money;

3.1.3 not lend funds held in a CMA;

3.1.4 not use funds held in a CMA to finance your own business; and

3.1.5 ensure that all funds in a CMA meet the definition of ‘Client Money’ set out in CASS.

4. LIABILITY

4.1 Part 7 (Liability) of the General Terms and Condition shall apply to these Service Terms.

5. VARIATION

5.1 We may change the terms of these Service Terms (including the terms of Annex 1) in accordance with the General Terms and Conditions or at any time to comply with any changes in Laws. We will give you written notice of such change.

5.2 We may, at our sole discretion, change the Fees or the Service. We will notify you of the changes.

End of terms and conditions 26th June 2024

History and version control for Calmony & Griffin Bank Client Bank Account Terms and Conditions

Date	Who	Change/Variation
10/03/2024	Glyn Trott	Version 1.0. Terms for Calmony client bank accounts with Griffin Bank.
16/03/2024	Glyn Trott	V 1.1. Added item 26 limiting liability to £50,000 per annum. Can not change/cancel FPS once authorised and sent.
26/06/2024	Glyn Trott	V 1.2 added item 27 regarding contact from group.
22/07/2024	Glyn Trott	V 1.3 18.3.4 Payments by open banking request are subject to Faster Payment APP (Authorisation Push Payment) Reimbursement Scheme (PSR)