Terms and Conditions for Calmony Clients, Community, CalmonyPay & Business Accounts

Definitions

"You" or "Your" means you, the person agreeing to these terms as a sole trader, a representative of a limited company or partnership, or representative of a sports or community group, not for profit organisation or charity.

"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, sole trader, not for profit organisation, community group or charity 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:

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  •  
    • 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
      •  
        • Accountants and book keepers
        • Block management companies
        • Build to rent companies
        • Commercial agents or landlords
        • Escrow (provision of)
        • Franchise groups
        • Housing associations
        • Landlords (residential or commercial)
        • Landlord partnerships
        • Partnerships
        • Payroll and payment services providers
        • Professional services
        • Right to Manage companies as defined by the Commonhold and Leasehold Reform Act 2002
        • Small and medium businesses
        • Social housing associations
    • Not for profit organisation such as amateur sports clubs as defined by The Community Amateur Sports Clubs Regulations 2015
    • Not for profit organisation such as community groups, social enterprises or registered charities

"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.

"Barclays" means Barclays Bank PLC, an Bank authorised, registered and regulated by the Prudential Regulation Authority (PRA) under registration number 122702 and with the Financial Conduct Authority (FCA) under registration number 122702.

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

"Calmony Client Account" means the electronic money account for receiving and making payments, held by Calmony with the funds held by Modulr or Barclays in a bank account.

"Calmony Business Account" means the electronic money account for receiving and making payments, held by Calmony with the funds held by Modulr or Barclays in a bank account.

"Calmony Community Account" means the electronic money account for receiving and making payments, held by Calmony with the funds held by Modulr or Barclays in a bank account.

"CalmonyPay Account" means the electronic money account for receiving and making BACS or Bulk Payments, held by Calmony with the funds held by Modulr or Barclays in a bank account.

"Calmony Account" means all types of accounts provided by Calmony including business account, client account, community account, BACS account, bulk payment account, and CalmonyPay 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.

‎“Collateral Account” means an account held by Modulr in the name of Modulr for ‎holding the Collateral Account Amount in connection with Direct Debit Collections In payments, if required.

“Collateral Account Amount” means the amount required to be held in the Collateral Account being the amount specified by Calmony and in connection with Direct Debit Collections In payments, if required.

“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 2023 agentOS Proptech Group Limited.

"Dedicated Calmony Barclays Client Bank Accounts" means a pooled client bank accounts with Barclays Bank PLC dedicated to Calmony.

"Direct Debit Collection In" means an authorised direct debit mandate set on an account of your customer, member or business and is a method of collection automatically withdraw money from their bank account to your Calmony account as a one off or a reoccurring basis

"Direct Debit Payment Out" means an authorised direct debit mandate on a Calmony account and is a method of payment where you have authorised a company or organisation to automatically withdraw money from your Calmony account as a one off or a reoccurring basis.

‎“Direct Debit Instruction” means an instruction sent by you using Calmony Direct Debits or organisation approved by its ‎sponsoring payment service provider to originate such instructions as the authority to ‎pay by Direct Debit from the payer’s Account.‎
 

“Direct Debit Indemnity Claim” ‎has the meaning given to it in the UK BACS Direct Debit scheme rules.‎
 

“EMI” means an Electronic Money Institution authorised and regulated as such by the FCA and the Electronic Money Regulations 2011.

"Modulr" means Modulr FS Limited (‘Modulr’) who are authorised and regulated as an EMI by the Financial Conduct Authority (Firm Reference Number: 900573). Modulr issue to agentOS Proptech Group Limited the Calmony client electronic money account for Calmony to hold tenant and landlord funds in safeguarded accounts, and provide related payment services to clients. 

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

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

"Reconciliation" means comparing the Calmony client account statements to the agentOS.com CRM software account 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 Account: Calmony Client Accounts

1.1 The purpose of the Calmony Client 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 Modulr’s sort codes, or an IBAN associated with Modulr’s bank identifier code (BIC). The Calmony Client Accounts are provided under Modulr’s authorisation as an EMI.

1.3 In line with the regulatory requirements, 100% of client funds related to the e-money that Modulr has issued are segregated from Modulr’s own funds and are held within designated Client Money Bank Accounts with Modulr's clearing bank, the Bank of England or with Calmony's pooled Barclays Client Bank Accounts.

1.3.1 This means 100% of client funds are protected from any risk associated with Modulr’s solvency. Modulr uses a range of clearing banks for different services.

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

Calmony Account: Calmony Community Accounts

1.4 The purpose of the Calmony Community Account is for the receiving and reconciling of community money, including membership fees, community funds, donations, fund raising funds, grants, and community sales.  Payments out for running cost expenses, capital expenditure, donations, rents, suppliers, contractors, limited companies, sole traders, HMRC, not for profit organisations and community members.

1.5 Each account is designated to the Community Organisation 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 Modulr’s sort codes, or an IBAN associated with Modulr’s bank identifier code (BIC). The Calmony Community Accounts are provided under Modulr’s authorisation as an EMI.

1.6 In line with the regulatory requirements, 100% of client funds related to the e-money that Modulr has issued are segregated from Modulr’s own funds and are held within designated Client Money Bank Accounts with Modulr's clearing bank, the Bank of England or with Calmony's pooled Barclays Client Bank Accounts.

1.6.1 This means 100% of client funds are protected from any risk associated with Modulr’s solvency. Modulr uses a range of clearing banks for different services.

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

1.7 There are two Calmony Community Account types. 

1.7.1 Community Account that does not allow Direct Debit payments to be taken from the account (sort code: 04-00-72)

1.7.2 Community Account that do allow Direct Debit payments to be taken from the account (sort code: To be confirmed)

Calmony Account: Calmony Business Accounts

1.8 The purpose of the Calmony Business Account is to separate the financial transactions of the business from the personal finances of its owners, partners or employees and to simplify the process of accounting and tax reporting.  For the receiving and reconciling of sales incomes, customer payments, loan payment and investment incomes, and for payments out to directors, partners, shareholders, commercial landlords, contractors, suppliers, customers, limited companies, sole traders, and HMRC.

1.9 Each account is designated to the register limited business, partnership or sale trader and named “[Company Name]”.  The account will have an account number under one of Modulr’s sort codes, or an IBAN associated with Modulr’s bank identifier code (BIC). The Calmony Business Accounts are provided under Modulr’s authorisation as an EMI.

1.10 In line with the regulatory requirements, 100% of client funds related to the e-money that Modulr has issued are segregated from Modulr’s own funds and are held within designated Client Money Bank Accounts with Modulr's clearing bank, the Bank of England or with Calmony's pooled Barclays Client Bank Accounts.

1.10.1 This means 100% of client funds are protected from any risk associated with Modulr’s solvency. Modulr uses a range of clearing banks for different services.

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

Calmony Account: CalmonyPay Bulk Payments Accounts

1.11 The purpose of the CalmonyPay account is for the receiving and reconciling of company and sole trader money, including payroll, supplier and customer payments to be paid out using Calmony BACS and Bulk Payment feature to pay employees, shareholders, contractors, suppliers, HMRC and customers.

1.12 Each account is designated to the register limited business, partnership or sale trader and named “[Company Name]”.  The account will have an account number under one of Modulr’s sort codes, or an IBAN associated with Modulr’s bank identifier code (BIC). The Calmony Business Accounts are provided under Modulr’s authorisation as an EMI.

1.13 In line with the regulatory requirements, 100% of client funds related to the e-money that Modulr has issued are segregated from Modulr’s own funds and are held within designated Client Money Bank Accounts with Modulr's clearing bank, the Bank of England or with Calmony's pooled Barclays Client Bank Accounts.

1.13.1 This means 100% of client funds are protected from any risk associated with Modulr’s solvency. Modulr uses a range of clearing banks for different services.

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

Calmony Accounts: General

1.14 You will access Calmony Accounts via the Calmony.agentOS.com, Calmonyapp.com or via the agentOS.com CRM system.

1.15 Calmony (bank) account statements to all the Calmony Accounts are accessible within the Calmony.agentOS.com, Calmonyapp.com & agentOS.com CRM system in a PDF format and exportable to Microsoft Excel.

1.16 While Calmony Account supplied by Modulr Finance Limited is a regulated electronic money product, it is not a bank and your funds held with Modulr are subject to customer eligibly of EMI's for UK Financial Services Compensation Scheme depositor protection as set out in the PRA 23/1 rule book (regulations).

1.17 The Modulr Introduced Client Terms of Service, PIS Terms of Service, PIS End User Terms of Service, and the Confirmation of Payment Terms of Service are appended to and form part of this agreement.

1.18. Your continued use of payments out, BACS & Bulk payments out, Standing Orders Instruction payments out, Direct Debit Payments Out, Direct Debit Collections In after any amendments to these Terms and Conditions shall constitute your acceptance of the amended Terms and Conditions.

1.19 Funds paid into any Calmony 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.

1.20 Funds with a Calmony Account are held by within a dedicated pooled Calmony Barclays Client Accounts or with Modulr and their accounts with the Bank of England.

Calmony Accounts: Direct Debit Payments Out

1.19 A Direct Debit Payment Out is a method of payment where you have authorised a company or organisation to automatically withdraw money from your Calmony account as a one off or a reoccurring basis.

1.20 If you have insufficient funds in your Calmony account to cover the pending Direct Debit Payment Out, then;

1.20.1 Calmony will notify you on day four (4) and day two (2) before a Direct Debit payment is due, the notification will be emailed that there are insufficient funds in the account to cover a direct debit payment.

1.20.2 Two (2) hours before the Direct Debit Payment is due to be collected, if there is insufficient funds to cover the payment, Calmony will automatically cancel the Direct Debit to avoid clawback charges due to insufficient funds.

1.20.3 Calmony will notify you by email when the Direct Debit has been automatically cancelled due to insufficient funds.

1.21 You, not Calmony, are responsible for any issues as a result of cancelling a direct debit. This could include any service disconnection, financial losses or fees incurred by the affected parties, as well as any administrative or logistical challenges that may occur.

1.21.1 You, not Calmony, will be responsible for communicating the cancellation to any relevant parties and ensuring that all necessary steps are taken to address any issues or problems that may result from the cancellation.

1.22 An unauthorised Direct Debit Payment Out is an unauthorised direct debit mandate setup on your Calmony account without your prior authorisation or consent.

1.22.1 You, not Calmony, are responsible for ensuring that all direct debits connected and payments out of your Calmony account are authorised. If you become aware of an unauthorised direct debit, you must immediately cancel the Direct Debit and notify Calmony on [e-mail] 

1.22.2 You must report the unauthorised direct debit within 60 days from the date the transaction appeared on your bank statement. 

1.22.3 If you have reported an unauthorised direct debit within the timeframe specified in clause 1.21.2, Calmony will raises a Direct Debit Indemnity Claim with UK BACS Direct Debit Scheme.  If the claim is approved then funds will be paid directly to the accounts the Direct Debit Payment Out was deducted from.

1.22.4 You understand that Calmony, Modulr or UK BACS Direct Debit Scheme may require additional information to process the claim and failure to provide additional information may result in the claim being refused.

1.22.5 You, not Calmony, are responsible for any losses incurred as a result of an unauthorised direct debit. Calmony will not be held responsible for any losses or damages resulting from unauthorised transactions.

1.23 You agree to comply with applicable UK BACS Direct Debit scheme rules and relevant laws and regulations as applicable to the use and provision of the ‎Direct Debit Mandates and Direct Debit Instructions.  You acknowledge the Direct Debit Payment Out terms and conditions are subject to UK BACS Direct Debit Scheme terms and conditions, including Direct Debit Guarantee.

1.24 Calmony reserves the right to modify these Direct Debit Payments Out terms and conditions at any time and if instructed to modify the terms and conditions by Modulr FS Ltd and UK BACS Direct Debit Scheme. Any changes will be updated in section 'Calmony Accounts: Direct Debit Payments Out' of these terms and conditions.

Calmony Accounts: Direct Debit Collections In

1.25 Use of Calmony's pay as you go Direct Debit Collection In is subject to your company's trading history and credit status. In addition, Calmony will set a maximum daily limit of the;

1.25.1 Number of Direct Debit Collections In that can be made.

1.25.2 The combine amount of the Direct Debit Collections In that cam be made. 

1.26 Calmony pay as you go Direct Debit collections In can not be used to collect funds for;

• Pre pay cards
• Pay day loans
• Loans not regulated by FCA
• Gambling services
• Fines
• Tax bills

1.27 Calmony pay as you go Direct Debit Collections will be electronically set up using Calmony online Direct Debit Mandate Form.

1.27.1 Only the account holder can set the Direct Debit mandate up and Calmony will confirm this by carrying out an online identification check and confirmation of payee check.

1.27.2 Calmony active Direct Debit mandate will automatically be cancelled after 24 months from the original signing date, and if payments are continue a new Calmony Direct Debit Mandate will need to be signed using the Calmony Online Direct Debit Mandate Form.

1.28 You, not Calmony, will be responsible for handling Direct Debit Collection In client disputes or requests for refunds with respect to Direct Debit Mandates.

1.28.1 If your Direct Debit Collection In client raises a Direct Debit Indemnity Claim which is subsequently approved by the Direct Debit scheme, you must notify Calmony by emailing [e-mail]

1.29 If your Direct Debit Collection In exceed £10,000 a month, Calmony reserves the right to request a Collateral Account Amount of 0.5% of your monthly payments.  

1.29.1 Collateral Account funds held are for clawback payments and Direct Debit Indemnity Claims.

1.30 Calmony shall be under no obligation to provide the Direct Debit Collection In Service unless and until the Collateral Account Amount is received in cleared funds into the Collateral Account.

1.31 Calmony will review the Collateral Account Amount from time to time and, if the Collateral Account Amount is revised, Calmony will notify you of the revised ‎Collateral Account Amount to be paid in order to ensure that the revised Collateral Account Amount is maintained in the Collateral Account. 

1.31.1 You shall pay the said amount into the Collateral Account within 2 Business Days of Calmony’s notice. If the Collateral Account payment is not received within 2 Business Days of the Calmony notice, we reserve the right to transfer from your Calmony Account to the Collateral Account.

1.31.2 Where Calmony review results in a decrease in Collateral Account Amount from the amount then held as such in the Collateral Account, Calmony shall pay you the ‎amount of the surplus.‎

1.32 You agree that Calmony may at any time immediately and without notice, set off, transfer or apply ‎any sums held in the Collateral Account in satisfaction of all or any of liabilities or fees ‎payable or incurred by Calmony as a result of payment clawback or providing the Direct Debit Collection In service.‎

1.33 Upon Calmony exercising its rights under above clause 1.26, you shall within 2 Business ‎Days pay an amount into the Collateral Account in order to ensure the Collateral Account Amount ‎is maintained.

1.34 Upon closing of your Calmony account or the Direct Debit Payment In service, Calmony shall return the amounts in the Collateral Account to you within 35 days, notwithstanding that Calmony shall be entitled to deduct any amounts to satisfy in full any liabilities ‎of Calmony relating to providing the Direct Debit Payment In service.

‎1.34.1 In the event Calmony’s liabilities are greater than the amount in the Collateral Account, you shall pay such amount to Calmony on demand.

1.35 You shall indemnify Calmony for any loss or damage or liability Calmony incurs as a result of paying out refunds to it ‎receives from the Direct Debit scheme with respect to a Direct Debit Indemnity Claim, where it is subsequently shown that any ‎Direct Debit Indemnity Claim was invalid.‎

1.36 Payer issue management. In the event of Debit Debit Collection In payment issues, you shall pay a handling fee of £35 for each payer issue handled by Calmony with respect to the Direct Debit Mandates including but not limited to disputes with reference to due date, amount, ‎frequency, non-payment, refunds, complaints, Direct Debit Indemnity Claims and challenges

1.37 Calmony may terminate or suspend the Direct ‎Debit Collection In Service in whole or in part immediately by giving notice to you if ‎Direct Debit Indemnity Claims exceed more than 1% of either the total Direct Debit Mandates per month or ‎‎1% of the total value of Direct Debit Mandates on you Calmony Accounts for more than one month ‎in any period.‎

Calmony Accounts: Standing Order Instructions

1.38 You may initiate a Standing Order with a Calmony 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.

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

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

1.41 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.

1.42 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.

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

1.44 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

1.45 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 Account.

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

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

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

2.2 Cash deposits can not be paid directly to Calmony Accounts.  To make cash payments to a Calmony 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 Account.

2.2.3 Calmony Community Accounts can only accept cash deposit from;

2.2.3.1 A UK bank account of one of the registered officers.

2.2.3.1 With a completed signed Cash Deposit Declaration detailing the source of the cash fund with supporting evidence include but not limited to cash payments from members, cash received from fund raising events or cash donation from an individual.

2.2.3 Calmony Community Accounts that received cash donations over £100 from an individual person must confirm their ID and recorded documented evidence that the ID have be reviewed and confirmed.

2.3 With Calmony Community Account, we can request at anytime a copy of your Cash Deposit Declaration and confirmation the checking of ID for individuals who made cash payments over £100.  Failure to provide either Declaration and Confirmation will result in the suspension for out bound payments, while acceptance of future cash deposit is review by Calmony's MLRO. 

AML requirements to open a Calmony Account

3.1 To open a Calmony 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 Modulr FS Ltd 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 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. 

Community and Sports Groups additional AML requirements to open a Calmony Community Account

3.6 Community and Sports Groups are required to provide their constitution agreement detailing;

3.6.1 All Community and Sports Groups register officers, all of which will be subject to Calmony AML check procedures.

3.6.2 Name all officers who have the permission to authorise payments from the Calmony Community Account.

3.6.3 Constitution agreement details procedures for:

3.6.3.1 Requirements for membership

3.6.3.2 Procedures for accepting cash payments, approving and making payments

3.6.3.3 Governance for adding and removing members, including the procedure to notify Calmony and the AML check of the new members

3.6.3.4 Dissolution procedure, including Calmony requirement for funds to be returns to payee source account number and sort code. 

3.7 Provide evidence that your Community and Sports Group is active by providing with your application

3.7.1 Details of your website, social media pages or social media private group.

3.7.2 Provide names of all of your active members.

3.7.3 Upon request, grant Calmony temporary access to your social media private group for review.

3.7.4 Provide evidence of membership with your National Governing Body, if applicable.

3.7.5 Provide copies of your public liability insurance or National Governing Body public liability insurance.

3.7.6 Upon request, provide evidence of DBS checks that have been conducted on officers.

3.8 User logins for accessing Calmony Community Account are only issued to AML checked Community and Sports Groups registered officers.

3.9 Only finance officer and other officers confirmed in the constitution to have full access to authorise payments.  All other officers to have delegate access that allow the adding of payment requests, add payee but not authorise payments.

3.10 It is Calmony policy to not accept Community and Sports Groups that are but not limited to;
 

3.10.1 Political groups
3.10.2 Activist groups
3.10.3 Non inclusive groups
3.10.4 Gambling or sex industry groups

3.11 It is Calmony policy that if the Community and Sports Group has the potential to be linked to the not accepted groups listed in 3.10, we will carry out Adverse Media checks on the group, officers and members.

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.  Calmony maintains Calmony Client Accounts and holds client money on behalf of Property Agents.  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 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 Account, for the avoidance of any doubt, the Calmony Client Account is not transferable and you, or another EMI and 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 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 Account you must provide written confirmation from your CMP provider that CMP cover is not required with a Calmony Client Account.

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

5.1.1 Issue Delegate Access login to Calmonyapp.com platform, and if you are a Property Agent, the ability to make payments from the platform will not be granted until we have received confirmation of your CMP registration and CMP insurance.  If you are NOT a property agent, we will upgrade the login to Full Access.

5.1.2 Securely store application documents and AML reports.
5.1.3 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.
5.1.4 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:

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

5.1.4.2 Adverse credit rating

5.1.4.3 Company name and registered address

5.1.5 If a Community and Sports group retires and appoints a new officer, you are required to immediately inform Calmony where;

5.1.5.1 AML check will be required for the newly appointed officer

5.1.5.2 The retired officers login details will be immediately deactivated

5.1.5.3 Failure to notify Calmony within 30 days of the newly appointed officer or the retirement of an officer will result is suspension of outgoing payments from the Calmony Community Account (excluding Direct Debit Payments Out).

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 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 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 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.
• Not for Profits amateur sports clubs provide annual company tax return or confirmation of CT600E submission, if applicable.
• Social enterprise not for profit organisation or registered charities provide annual company tax return or confirmation of tax relief claim to HMRC.
   

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 Account is not in compliance and Calmony will suspend outgoing payments until compliance is demonstrated.

Continued Constitution and AML monitoring of Community and Sports Groups

5.9 Community and Sports Groups registered officers will be required to confirm every six months that they are still active and registered officers.

5.10 In the event it is confirmed with Calmony or discovered an Community and Sports Groups registered officer has been removed, no longer active or retired, Calmony will immediately deactivate the Calmony user login.

5.11 Calmony monitor any Direct Debit Payment Out over £100, if a Direct Debit payee is not a registered business, for example an individual using Stripe to collect money, Calmony may require an AML to be carried on the individual.

5.12 Calmony records Community and Sports Groups officers personal bank details on the Calmony Beneficiaries of Interest register and monitor payments in and out of the Calmony Community Account.  If the sums or payments in or payments out 20% of 90 day period, Calmony will notify you to carryout a suspicious activity review by the MLRO.
 

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 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 Modulr.

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 Account to be returned to the payee account where applicable.

6.2.5 Start the process to close the Calmony Client Account.

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

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

7.5 Non Property Agents Partners, Directors, Owners, Non Executives and Trustees who’s company or not for profit organisation entrust handling of client money within the Calmony Client Account must have their client account inspected annually.  This is achieved through providing an accountants report completed by a chartered or certified accountant.
 

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 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 Account to any scheme.

Unidentified payments

9.1 Payments into the Calmony Client Account, Calmony Community Account, or Dedicated Barclays Client Bank Accounts 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.

9.2 Unknown & unable to return to sender payments received into the Dedicated Barclays Client Bank Accounts will be reported to the respective CMP scheme provider (if applicable).  The funds will be posted to a suspense account and processed in accordance to the CMP scheme regulations regarding unclaimed client funds.

Calmony AML checking and 24 hour monitoring of your Payees

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

10.2 With Calmony Business or CalmonyPay accounts, approved AML checks of a Payee will be at the discretion on Calmony.

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 Account your existing Payees 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 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 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 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 checks can take up to 110 hours when requests are made after 5pm on Thursday (aim to approve by 11am on Tuesday).

10.9 Monitoring of Payees.

10.9.1 Calmony conducts automated monitoring of all new payees added to your account and continuous monitoring of payees with financial activity against the OFSI (Office of Financial Sanctions Implementation) consolidated Sanctions database once a day.
10.9.2 Each payee that requires monitoring incurs a monthly OFSI monitoring fee as detailed in the Calmony fees list.
10.9.3 Calmony automatically contact you on strong matches and will require you to conduct an AML check

10.9.4 Payees showing no financial activity for six (6) consecutive months, Calmony will stop monitoring to avoid unnecessary charges.
10.9.5 Monitoring will automatically resume if a previously inactive payee engages in new financial activity and charge will apply.
10.9.6 Calmony reserves the right to conduct ad hoc reviews of any payee regardless of activity status if suspicious activity is detected or reported.

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

Payments, BACS & Bulk Payments and CalmonyPay

13.1 Calmony 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 Account or the Dedicated Barclays Client Bank Accounts that is assigned to a Calmony Account. 

13.2 You will be required to install the Google Authenticator App to Two Factor Authentication authorise faster payments from Calmony 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 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 Account, or Barclays.net BACS payment system, Calmony.agentOS.com, and Calmonyapp.com by notifying Calmony and emailing [e-mail]

13.5 Payment Processing using Calmony Bulk Payments and CalmonyPay.  The BACS File may be used for processing payments for payroll, 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 or EMI accounts to your Calmony Account, 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 Account.

13.8 CalmonyPay payment total limits are subject to your companies trading history and credit status.

13.8.1 If your 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 account to yours or your customers external bank. 

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 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 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 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 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 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 Accounts may 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 Account may be 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 Account include confirmation of payee checks and AML checks.

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

15.9 The Calmony 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 Accounts, CalmonyPay Accounts and Calmony Business 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 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 Account, we will start the process of closing the Calmony Account and returning the funds to the Payee source account and sort code.

15.14 From 1st December 2023, the free subscription is being retired.  Calmony customers will be notified and from that notification date have 90 days to continue to transact, agree to the upgrade from Free Subscription to Essentials Subscription or close the account.

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, your account will be auto upgraded to the next subscription package with no option to downgrade.  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 intend to auto upgrading the subscription, you will have 7 days to transact through the account to avoid the auto upgrade on the subscription package.
 

Refund or return of payments

16.1 In accordance with AML good practice, Calmony 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 Account will only approve payments to an agent's confirmed business trading account.

17.2 Calmony Client 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, UK banks, a government agency, or any other authorised entity.

18.2 With Property Agents, to ensure you and Calmony Client 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 Accounts that are clawed back by the payee, payees bank or their card payment issuer.

18.3 We will notify you immediately when Barclays or Modulr notify Calmony that funds have been clawed back and Calmony will be transferring the sum of the clawed back funds from your Calmony Client Account.

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 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 Account by 5pm, we will suspend all payments out of the Calmony Client 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 Account.

18.6 In the event of a clawback, Calmony reserve the right to clawback any payments made from your Calmony 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 Barclays or Modulr (such as negative interest charges) as a result of holding cash balances in bank accounts or holding e-money balances in EMI 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 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 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 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.

Minimum Term and Closing accounts

21.1 Your Calmony Client Bank Account requires a minimum Twelve (12) month contractual term from opening of first account.

21.1.1 Early termination will result in all remaining monthly subscription fees becoming immediately due.

21.1.2 After the twelve (12) month period, the agreement continues into a rolling twelve (12) months commitment term.

21.1.3 You must give thirty (30) days written notice before the end of your current commitment term.
21.1.4 This does not affect Calmony's right to suspend or terminate your account for breach of terms.  

21.2 The Calmony Client Bank Account cannot be closed if there is any remaining balance. You must transfer all funds out of the account prior to closure. Any funds remaining in the account after notice of closure will result in continued application of all fees and subscription charges until the account is fully emptied and properly closed.

21.3 In the event of closing your Calmony Account for the avoidance of any doubt, the Calmony Account is not transferable and you, or another EMI and 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 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 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 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 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 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 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 Account
• Any payments in or out of the Calmony Account will be subject to the current transaction fee.

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

• No activity after 6 months, and

• 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 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.

General

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

Above terms and conditions updated 14th May 2025

All Rights Reserved Copyright © 2020 to 2025 agentOS Proptech Group Limited

 

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

Date	Who	Change/Variation
14/05/2025	Glyn Trott	V 1.4 added 21.1 term that introduced a 6 month minimum term, and 10.9 term requiring the 24 hour OFSI check.
12/06/2025	Glyn Trot	Removed reference to requirement for AML exemption, as OSFI auto monitoring supersedes the requirement.

Modulr terms

26.0 Part of the Calmony Client Account terms also includes Modulr introduced clients terms of business, which include:

MODULR INTRODUCED CLIENT TERMS OF BUSINESS

DEFINITIONS

"Partner Platform" means Calmony, Calmony.agentOS.com, Calmonyapp.com and Calmony Client Account.

"Introduced Client" means you, the client, the agent of Calmony and Calmony Client Account services.

BACKGROUND

Modulr is a provider of Modulr Products (as described to you by Partner Platform), which includes the provision of an electronic money account for businesses and associated payment services. The electronic money account is provided by Modulr FS. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client.

These Introduced Client Terms of Business ‎(including all the attached Schedules)‎, together with the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr, Modulr FS and the Introduced Client.

THE PARTIES AGREE AS FOLLOWS:

1. Interpretation
   • In these Introduced Client Terms of Business: (a) a reference to a clause is a reference to a clause in these Introduced Client Terms of Business; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2. Modulr Products
   • Modulr will make available to the Introduced Client such products that are provided to the Partner Platform and, as described by Partner Platform in the application process.
   • The Introduced Client agrees to the Partner Platform providing all such information to Modulr who will check and verify the identity of the Introduced Client, its directors, beneficial owners and Authorised Users as required by law.
   • The Introduced Client acknowledges that a search of the electoral register may take place for anti-money laundering purposes on the individuals listed in clause 2 above.
   • The Introduced Client acknowledges that a “soft footprint” search may be placed on the electronic files of the individuals noted in clause 2 above by the Credit Reference Agencies and their personal details may be accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism (AML/CFT), identity verification and fraud prevention.
   • The Account and Cards (where applicable) are 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.
   • The Introduced Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).
   • 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.
   • 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.
   • The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Modulr discontinuing the provision of the Modulr Products as set out in clause 4.
   • 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
   • Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.
   • The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User.
   • Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.
   • The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.
   • The Introduced Client shall ensure its Authorised Users;
     • take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and
     • do not share any information that would enable another party to access the Introduced Client’s Account.
   • 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.
   • 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.
   • 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
   • In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.
   • 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.
   • The Introduced Client acknowledges and agrees to the following:
     • 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;
     • the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
     • 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;
     • the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
     • 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
     • it will only use the Account for the purpose set out in the Partner Platform Agreement.
   • 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.
   • If the Introduced Client has any complaint or concern relating to the 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
   • The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users, Cardholders or Transaction information so that it can verify the identity of an Authorised User, the Cardholder and/or the Modulr Products provided to such Introduced Client.
   • 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.
   • As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.

6. Term and Termination 
   • 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.
   • The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
   • Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months��� notice.
   • Modulr may suspend or terminate this Agreement immediately if, for any reason, the Introduced Client (i) is unable to satisfy the Due Diligence Procedures, (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority. Modulr shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement.
   • This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
   • 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.

7. Intellectual Property 
   • 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.
   • Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.

8. Force Majeure 
   • Modulr and/or Modulr FS will not be liable for the non-performance or failure to provide any part of the Modulr Products occurring as a result of any events that are beyond the reasonable control of Modulr, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance of third party suppliers, acts of God such as storm or lightening damage, or other causes over which Modulr and/or Modulr FS has no reasonable control.

9. Assignment Transfer and Subcontracting
   • 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.
   • 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.
   • 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.
   • It is acknowledged by the Introduced Client that Modulr enters into this Agreement on its own behalf and as agent for and on behalf of Modulr FS with respect only to clauses 10 and 14 of these Introduced Client Terms of Business.

10. Liability
    • Nothing in this Agreement will operate to limit either party or its agent’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.
    • Modulr and Modulr FS makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
    • The Introduced Client acknowledges and agrees that Modulr and/or Modulr FS are not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control, restriction measures or other measures implemented from time to time including as require, unless such loss, liability or damage is a direct result of Modulr and/or Modulr FS’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.
    • Modulr and Modulr FS shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or Cardholder or an Authorised User’s or Cardholder’s use of or inability to use of the Modulr Products.
    • The Introduced Client agrees to indemnify Modulr and Modulr FS against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr and/or Modulr FS directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, or a Cardholder has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.
    • Modulr and/or Modulr FS shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.

11. Reports
    • Modulr may make available certain management or other reporting or business administration functionality via the Website.
    • Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.

12. Data Privacy
    • Modulr will collect and retain personal information about the Introduced Client and each Authorised User and Cardholder to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about it. Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client.
    • Modulr processes personal information in accordance with relevant laws on the protection of personal data.
    • 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.
    • Further information about how Modulr uses personal information can be found in Modulr’s Privacy Policy; please contact Customer Services for a copy of this.

13. Changes to the Agreement
    • Modulr may amend or modify this Agreement by giving no less than two (2) months’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform. 
    • The Introduced Client has no obligation to accept such amendments proposed by Modulr.
    • 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.

14. General
    • 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.
    • 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.
    • 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.
    • 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.
    • This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
    • This Agreement is governed by the laws of England and the Introduced Client agrees to the non-exclusive jurisdiction of the English courts.

Schedule 1 – PIS Terms and Conditions

1. INTRODUCTION

1.1 The terms of Schedule 1 shall apply where the PIS is included within the Modulr Products provided to you.

1.2 These PIS Terms and Conditions, alongside the Modulr Account Terms and Conditions form the agreement between Modulr FS and you and sets out the terms that apply to your use of PIS as defined below.

1.3 We are authorised by the Financial Conduct Authority (FRN 900573) for the issuance of electronic money and providing payment services, including payment initiation services.

1.4 Unless expressly stated in this Schedule 1, the definitions contained in this Agreement shall apply to this Schedule 1.

2. DEFINITIONS

Account Servicing Payment Service Provider or ASPSP – the third party payment service provider, such as a bank, with whom you or the End User holds an online payment account (Source Account) which we will access when you use PIS;
End User – means your customer who wishes to purchase your goods and/or services using PIS, and who holds a Source Account;

Information – in relation to PIS, means any information related to you, and any personal information related to the End User;  

Payment Initiation – means either (i) a payment order initiated at your request from your Source Account to your Modulr Account ; or (ii)  a payment order initiated at the request of an End User from their Source Account to your Account;

Payment Initiation Service or PIS – means a service to initiate a payment from a Source Account, as more particularly described in clause 3.

Source Account – a payment account accessible online which you or an End User holds with an ASPSP;

Standing Order – a regular, recurring Payment Initiation as instructed by an End User. 

3. OUR SERVICES

3.1 You can only use PIS if you have an Account. You can continue to use PIS as long as you continue to hold an Account.

3.2 You will be able to use our API to:

3.2.1 add funds to your Modulr Account from a Source Account;

3.2.2 allow an End User to initiate a payment from a Source Account to your Account; and

3.2.3 allow an End User to set up a Standing Order from their Source Account to your Account.

3.3 When using PIS to add funds to your Modulr Account, we will provide you with a redirection URL which will redirect you to your ASPSP, where you can log in using you ASPSP credentials and consent to the Payment Initiation from your Source Account.

3.4 For End Users, we will provide you with a redirection URL to provide to the End User to redirect them to their ASPSP, where they can log in using their ASPSP credentials and consent to the Payment Initiation from their Source Account.

3.5 We are not responsible for the services or provided by the ASPSP. The services provided in relation to the Source Account are subject to a separate agreement between you and your ASPSP, or the End User and their ASPSP.

4. END USERS

4.1 You will only allow End Users to request Payment Initiations and Standing Orders in accordance with these PIS Terms and Conditions and the End User Terms and Conditions (contained at Annex 1 to this Schedule 1).

4.2 You will ensure that End Users have read and accepted the End User Terms and Conditions prior to the End User using PIS.

4.3 You will keep a record of each End User’s confirmation given in accordance with clause 4.2 above and shall promptly make such records available to Modulr on request.

4.4 You acknowledge that an End User may revoke their consent to process Payment Initiations or Standing Orders at any time, and Modulr shall not be liable to you for failing to provide the Information requested by you.

4.5 We will not be able to revoke a transfer from a Source Account once it has been confirmed by an End User.

4.6 Once an End User requests us to initiate a payment from a Source Account, Modulr will make the following information available to you and you must provide it immediately to the End User:

4.6.1 a confirmation that the payment has been successfully initiated with the End User’s ASPSP;

4.6.2 a reference to identify the payment transaction and any information transferred with the payment order; and

4.6.3 the amount of payment.

4.7 Where applicable, you will comply with Modulr’s PIS Customer Requirement Guidelines as provided to you by Partner Platform and as may be amended from time to time.

5. ACCOUNT TOP UP

5.1 You may use PIS to make a payment initiation for the purpose of adding funds to your Modulr Account.

5.2 When you request us to initiate a payment from your Source Account, Modulr will make the following information available to you:

5.2.1 a confirmation that the payment has been successfully initiated with your ASPSP;

5.2.2 a reference to identify the payment transaction and any information transferred with the payment order; and

5.2.3 the amount of payment.

6. SECURITY

6.1 You must not allow another person to use security information necessary to use PIS;

6.2 We can restrict or suspend your ability to use PIS, including refusing to initiate the payment from a Source Account, if we are concerned about the security of your access to the Online Portal or the API, using PIS 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 use of our API or Online Portal.

6.3 If we restrict or suspend your use of PIS or refuse to initiate the payment from a Source Account, we will, without undue delay and provided we are legally permitted to do so, notify you.  If possible, we will provide the reasons for this and where it is possible will provide reasons for the restriction or suspension and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the restriction or suspension. Where we need to contact you, we will use the contact details associated with your Account, such as email, or telephone. You should inform us without delay if your contact details change.

7. DISPUTES AND INCORRECT TRANSACTIONS

7.1 If you or the End User have a reason to believe that a payment from a Source Account initiated by us was unauthorised or was made incorrectly, , the owner of the Source Account (i.e. you or the End User, as the context allows) should contact their ASPSP to resolve their query and we will cooperate with the ASPSP’s investigation in to such payment.  Where we believe that the incorrect payment was due to our error in respect of the part of the Payment Initiation we were responsible for, we will refund the incorrectly initiated payment back to the original Source Account. 

7.2. You will be liable for all payments initiated through our API or Online Portal if you have acted fraudulently or with gross negligence (for example failed to keep your security information such as but not limited to the Online Portal log in details and API security details or Source Account credentials safe).

8. YOUR LIABILITY

8.1 You are responsible for understanding and complying with these PIS Terms and Conditions.

8.2 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action (including any loss arising from action taken by a Regulator) taken to enforce these PIS Terms and Conditions and/or any breach of these PIS Terms and Conditions by you, including in respect of any non-compliance with clauses 4.2 and 4.3 of these PIS Terms and Conditions.

9. OUR LIABILITY

9.1 In addition to our liability set out in the Modulr Account Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise), where a Payment Initiation is incorrectly made from a Source Account due to our default, our liability shall be limited as appropriate (i) to refund to you an equivalent amount to which was incorrectly deducted from your Source Account; or (ii)  to refund to the End User of an equivalent amount to that which was incorrectly deducted from their Source Account.

10. TERMINATION

10.1 These PIS Terms and Conditions will apply each time you use PIS in relation to your Account.

10.2 We can terminate your access to PIS at any time if we give you two months’ notice.

10.3. We can terminate your access to PIS at any time with immediate effect (and until your default has been remedied or these Terms and Conditions terminated) without any prior notice to you if:

10.3.1   we discover any of the Information that we hold for you is incorrect; or

10.3.2   if we have reason to believe that you or a third party has committed or is about to commit a crime or other abuse (including fraud) in connection with your use of PIS; or

10.3.3   you have breached these Terms and Conditions.

ANNEX 1 TO SCHEDULE 1

End User PIS Terms and Conditions

Important information you need to know

These End User PIS Terms and Conditions (“Terms and Conditions”) form the agreement between Modulr FS and you and sets out the terms that apply to your use of PIS as defined below.

Please read these Terms and Conditions carefully before you agree to use PIS provided by us.

By using PIS, you accept the terms of these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details set out below. You can also request a copy of these Terms and Conditions at any time by contacting Customer Services.

1. DEFINITIONS

Account Servicing Payment Service Provider or ASPSP – the third party payment service provider, such as a bank, with whom you hold an online payment account (Source Account) which we will access when you use our Service.

Customer Services - the contact centre for dealing with queries about our Services, who can be contacted at [e-mail] or 0303 313 0060.

Data Protection Laws – the following, to the extent they are applicable to a party: 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.

Information – means any personal information related to you

Merchant - the entity legally responsible for the Modulr Account, from whom you are purchasing goods or services.

Modulr – Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at Scale Space, 58 Wood Lane, London, W12 7RZ.  Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd.

Modulr Account - the electronic account provided by us to the Merchant.

Payment Initiation Service or PIS – means a service to initiate a payment at your request from a Source Account held by you, as more particularly described in clause 3.1.

Source Account – a payment account accessible online which you hold with an ASPSP;

Standing Order - a regular, recurring Payment Initiation as instructed by you. 

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 Scale Space, 58 Wood Lane, London, W12 7RZ 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.

you, your - the payee who wishes to use PIS to send funds to a Merchant’s Modulr Account.

2. SCOPE OF THESE TERMS AND CONDITIONS

2.1 These Terms and Conditions apply to your use of PIS. We are authorised by the Financial Conduct Authority (FRN 900573) for the issuance of electronic money and providing payment services, including payment initiation services. Your rights and obligations relating to the use of PIS are subject to these Terms and Conditions between you and us.

2.2 These Terms and Conditions are written and available only in English and we undertake to communicate with you in English regarding any aspect of your use of PIS.

3. OUR SERVICES

3.1 You will be able to initiate a payment from your Source Account to the Merchant’s Modulr Account, or set up a Standing Order. You will need to select the linked Source Account and the amount when you ask us to initiate the payment.

3.2 We may use internet providers, web browsers and other third parties to access your Source Account held with the ASPSP, so that we can transmit the information relating to your Source Account or initiate the payment.

3.3 The services provided to you in relation to your Source Account are subject to a separate agreement between you and the ASPSP. We are not responsible for the services or provided to you by the ASPSP.

4. USING THE SERVICES

4.1 Each time you use our PIS, you are giving us your explicit consent to initiate the payment from your Source Account to the Modulr Account for the amount you select at the time of your request.

4.2 You will need to provide the same identifying information that you use when logging into to access your Source Account online with your ASPSP, such as your user name, password and/or other security information (such as answers to challenge questions or one-time-passcodes) (“Security Credentials”). You will need to provide your Security Credentials to:

4.2.1         link the Source Account; and

4.2.2         authorise a payment from your Source Account you have asked us to initiate.

4.3 We will not be able to revoke a transfer from your Source Account once you have confirmed it.

4.4 Once you request us to initiate a payment from your Source Account, the Merchant will provide:

4.4.1          a confirmation that the payment has been successfully initiated with your ASPSP;

4.4.2         a reference to identify the payment transaction and any information transferred with the payment order; and

4.4.3          the amount of payment.

5. STANDING ORDERS

5.1 You will be able to set up a Standing Order to make regular, recurring Payment Initiations to the Merchant’s Modulr Account. When setting up a Standing Order, you are giving us explicit consent to initiate a regular, recurring Payment Initiations from your Source Account to the Modulr Account for the amount you select at the time of your request.

5.2 You must provide the following information to allow us to set up the Standing Order: the date of the first Payment Initiation, the amount of the Standing Order, and if the Standing Order is not open-ended, the date of the final Payment Initiation.

5.3 If you wish to amend or cancel a Standing Order, you must contact your ASPSP. Modulr is not able to amend or cancel Standing Orders and accepts no liability for Standing Orders which have been incorrectly amended or cancelled.

6. FEES

We will not charge you any fees for using PIS.

7. SECURITY

7.1 You must not:

7.1.1          allow another person to use security information necessary to use PIS;

7.1.2          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
7.1.3          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.

7.2 We can restrict or suspend your ability to use PIS, including refusing to initiate the payment from your Source Account, if we are concerned that using PIS 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 use of our PIS.

7.3 If we refuse to initiate the payment from your Source Account, we will, without undue delay and provided we are legally permitted to do so, notify you, via the Merchant.  If possible, we will provide the reasons for this and where it is possible will provide reasons for the restriction or suspension and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the restriction or suspension.

8. DISPUTES AND INCORRECT TRANSACTIONS

8.1 If you have a reason to believe that a payment from your Source Account initiated using our PIS was unauthorised or was made incorrectly, you can contact your ASPSP to resolve your query and we will cooperate with the ASPSP’s investigation in to such payment.  Where we believe that the incorrect payment was due to our error in respect of the part of the initiated payment we were responsible for, we will refund the incorrectly initiated payment back to the original Source Account. 

8.2. You will be liable for all payments initiated through our PIS if you have acted fraudulently or with gross negligence (for example failed to keep your security information or Source Account Security Credentials safe).

8.3 In circumstances where payment is initiated from your Source Account by us is disputed by you or your ASPSP, if we require your support to enable us to establish the cause of the incorrectly initiated payment, you agree to provide us with all assistance that we reasonably require.

9. YOUR LIABILITY

9.1 You are responsible for understanding and complying with these Terms and Conditions.

9.2 It is your responsibility to keep the Merchant 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 our PIS or to let you know about changes to these Terms and Conditions.

9.3 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce these Terms and Conditions and/or any breach of these Terms and Conditions by you.

10. OUR LIABILITY

10.1 Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:

10.1.1       we shall not be liable for any default resulting directly or indirectly from any cause beyond our control;

10.1.2       we shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;

10.1.3       where payment is incorrectly initiated from your Source Account due to our default, our liability shall be limited to refund to you of an equivalent amount to that which was incorrectly deducted from your Source Account.

10.2 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.

10.3 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.

10.4 The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.

11. VARIATION

11.1 Each time you use our PIS you will be bound by the Terms of Service in force at that time.

11.2 From time to time, we may update these Terms and Conditions. If we do this then we will provide an updated copy to Merchants and you will be bound by those new terms the next time you use our PIS. If you do not agree to those changes you should not use our PIS.

11.3 If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

12. TERMINATION OR SUSPENSION

12.1 We may at any time terminate or withhold your access to all or any part of our PIS at any time, effective immediately:

12.1.1       if you have breached any provision of these Terms and Conditions (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of these Terms and Conditions); or

12.1.2       if we, in our sole discretion, believe we are required to do so by law (for example, where the provision of the PIS to you is, or becomes, unlawful).

13. YOUR INFORMATION

13.1 You may provide us with your Information from time to time in connection with your use of PIS. Some Information, especially the Account Information, will be necessary for us to provide you with the PIS under these Terms and Conditions.

13.2 We and our affiliates are committed to maintaining your Information in accordance with the requirements of the Data Protection Laws. You acknowledge and agree that any Information provided by you or a third party on your behalf to us shall be used, kept and may be disclosed to third parties in accordance with our Privacy Policy which is available on our website. We will take all reasonable steps to ensure that your Information is kept secure against unauthorised access, loss, disclosure or destruction. Except as required by law, or in accordance with these Terms and Conditions, your Information will not be passed to anyone without your permission.

13.3 You explicitly consent to us accessing, processing and retaining any Information you provide to us for the purposes of providing payment services to you. This does not affect any rights and obligations you or we have under Data Protection Laws. You agree that we can use your Information in connection with the PIS, to enable us to review, develop and improve our products and services. This may involve providing your Information to our partners, affiliates, agents, distributors and suppliers to process transactions and for their statistical research and analytical purposes. We may also disclose your Information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity. You may withdraw your consent at any time.  If you do this, we will stop providing our PIS to you and stop using your Information to provide payment services to you.  We may continue to process your Information for other purposes, for example where we are required by law to do so.

13.4 If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your access to the PIS until we can establish the correct Information, in order to protect us both.

14. COMPLAINTS PROCEDURE

14.1 Complaints regarding any element of the PIS provided by us can be sent to Customer Services.

14.2 All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.

14.3 In most cases we will provide a full response by email to your complaint within fifteen business days after the date we receive your complaint.  In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five days of the date we received your complaint. 

14.4 If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone [phone]). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

15. GENERAL

15.1 Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.

15.4 Save for Modulr, who act 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.

15.6 These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.

Partner Platform: Updated Account Terms and Conditions

Schedule 1 to Part B – Account(s) Terms and Conditions

 

1. BACKGROUND
The Account(s) and related payment services (forming a part of the Modulr Products) which are provided to you are governed by these Account(s) Terms and Conditions (the ‘Terms’). Please read these Terms carefully before using the Account(s). You may request a copy of these Terms at any time by contacting Customer Services.

2. ACCOUNT(S) AND ACCOUNT(S) LIMITS
2.1. Account(s) Limits may apply to your Account(s) at any time. Your Card(s) may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.
2.2. The Account(s) Limits that may apply to your Account(s) and Card(s) will be communicated to you during the Account(s) set-up process and/or before the Card(s) is/are issued to you (as applicable). You should not make a Transaction which exceeds the Account(s) Limits communicated to you. Such limits may also change over time based on your Account(s) and/or Card(s) usage; any such change will be communicated to you. You can check your Account(s) Limits at any time by contacting Customer Services.
2.3. From time to time a Card Transaction which exceeds the Account(s) Limits applicable to your Account(s) or Card may be authorised, for example when it is used in an offline environment (such as payments for transport). In such circumstance, a negative balance on your Account(s) may occur. In this case the process in paragraphs 5.16 to 5.18 inclusive will apply.
2.4. Certain Merchants may require verification that the funds held within your Account(s) will cover the required Card Transaction(s) amount and accordingly will place a ‘pre-authorisation’ on your Card(s). This amount will be unavailable to you until the Card Transaction(s) is completed or released by the Merchant. The pre-authorisation allows the Merchant up to thirty (30) days to claim and settle any funds owed to them from the Card(s). If there are insufficient funds available on your Account(s), Modulr must still make this settlement to the Merchant, which may result in a negative balance on your Account(s). In this case the process in paragraphs 5.16 to 5.18 inclusive will apply.
2.5. To manage our risk, particularly with respect to money laundering, fraud, or security concerns, we also apply internal controls (including limits) to certain types of payment, as amended from time to time without disclosure to you.

3. SCOPE OF THESE TERMS

3.1. Your Account(s) is an electronic money account in which the associated electronic money and Card is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573).
3.2. The types of Transactions enabled for your Account(s) are as set out in the Partner Platform Application Form, as amended from time to time. These Terms shall apply to the applicable Transactions and/or Payment Types selected on the Partner Platform Application Form.
3.3. These Terms are written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account(s).
3.4. You agree that we may communicate with you by e-mail and telephone for issuing any notices or information about your Account(s) (including monthly statements) and therefore we request that you keep your e-mail address and mobile phone number updated via the Online Portal.

4. OPENING YOUR ACCOUNT(S)

Following your signature of the Partner Platform Application Form, and subject to satisfying the relevant provisions of the Partner Platform Terms of Business, your Account(s) will be opened.

5. USING THE ACCOUNT(S)

5.1. Your Account(s) are enabled to receive bank transfers and other Payment Types, as amended from time to time. Subject to paragraph 5.3., we will credit your Account(s) upon receipt of the relevant funds (which could be up to three Business Days after the payment being instructed, depending on how the payment was sent).
5.2. Your Account(s) can also receive internal transfers from other Account(s) owned or controlled by you, which apply instantly.
5.3. Your Account(s) will not be credited if: (i) the Account(s) has reached the Account(s) Limit; (ii) the Account(s) is inactive, blocked or closed; (iii) the sender of the funds has provided incorrect Account(s) details for your Account(s); or (iv) we suspect, at our discretion, the transfer to be fraudulent.
5.4. If we are unable to credit your Account(s) for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you.
5.5. Your Account(s) can make payments out to external bank accounts via Faster Payments, SEPA Transfer, and other methods as added and notified to you by Modulr from time to time.
5.6. Where Card(s) are made available to you, your Account(s) can be used to fund Card Transactions. You can request a Virtual Card or Physical Card to be issued to you via the Online Portal or Modulr API.
5.7. Where a Virtual Card or Physical Card is issued to you, you may be able to register and/or store the details of the Card(s) within third party apps and/or devices and to use those third-pafrty apps/devices to initiate payments with your Card(s). When you first register your Card(s) within a third-party app/device we support, you may be required to verify that it is you requesting the registration of the Card(s). If you do not do this, you may not be able to register and use your Card(s) through the third-party app/device.
5.8. The value of the Card Transaction, together with any applicable Fees and charges, will be deducted from your Account(s) once we receive the authorisation request from the Merchant.
5.9. If a Card Transaction is made in a currency other than the currency Card is denominated in, the Card Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by the Card Scheme on the day we receive details of the Card Transaction. The exchange rate varies throughout the day and is not set by us. You can check the relevant Card Scheme rate as follows: (i) Mastercard Card Scheme rate at: https://www.mastercard.co.uk/en-gb/consumers/get-support/convert-currency.html; and (ii) Visa Card Scheme rate at: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html
5.10. If you use the Card(s) to make a purchase online, you may be asked by the Merchant to use 3DS. Physical Cards are automatically enrolled for use with 3DS. When you use 3DS, you agree that the following shall apply in relation to your use of the Card: (i) you must provide us with your mobile phone number before you can use 3DS and you must ensure that your mobile phone can receive SMS at the time of your purchase; (ii) when you use 3DS to purchase from a participating Merchant, you will be presented with an electronic receipt and the OTP will be sent to your mobile phone; (iii) without your OTP, you will not be able to make purchases from participating Merchants; (iv) if you update your mobile phone number then you must notify us immediately of your new details, to ensure our records are correct; (v) the OTP is valid for the purchase you received it for. You are responsible for the security and confidentiality of your OTP and must not share it with anyone else; and (vi) you will be responsible for any Fees or charges imposed by your mobile phone service provider in connection with your use of 3DS.
5.11. The opening of your Account(s) will be configured and operated by us.
5.12. We are authorised to take instructions from you or your Authorised User(s) and, with respect to Physical Card Transactions, from the Cardholder. You are responsible for all actions of the Authorised User(s) and any Cardholder in relation to the Account(s) and/or Card(s).
5.13. A Transaction is deemed to be authorised by you: (i) when you or your Authorised User(s); (a) enters the security information to confirm that a Transaction is authorised, or (b) when a Transaction is instructed via the Modulr API with the relevant security credentials; (ii) when you, or your Authorised User(s), submit a request for a creation of a Virtual Card via the Online Portal or Modulr API, you shall be deemed to have authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value specified when creating the request for creation of the Virtual Card; (iii) when you or the Cardholder: (a) enters a PIN or provides any other security credentials; (b) signs a sales voucher;
(c) provides the Physical Card details and/or provide any other details as requested; (d) waves/swipes the Physical Card over a card reader; or (e) when a Cardholder inserts a Physical Card into a card device or an ATM; or (iv) when you give instructions through a third party (such as the recipient of a Direct Debit Mandate or a Payment Initiation Service Provider). Following such instruction, once a Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.14 below.
5.14. You may cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided you give us notice to cancel no later than close of business on the Business Day before the Transaction was due to take place.
5.15. Cancelling a Direct Debit Mandate, or recurring Card Transactions, with us will not cancel the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.
5.16. If for any reason whatsoever, a negative balance arises in respect of a Transaction, you shall reimburse the negative balance amount immediately upon notification of the negative balance by us, unless circumstances described in paragraphs 5.17 and 5.18 apply. We may charge the amount of the negative balance against any funds on your Account(s), including any subsequently loaded funds. Your Account(s), including Card(s) to be suspended until we are reimbursed the full negative balance amount. We reserve the right to report any negative balance to credit reference agencies.
5.17. Where a negative balance arises because of an error on the part of a Merchant, we will seek to recover the negative balance amount from the Merchant.
5.18. Where a negative balance arises because of an error on the part of Modulr, you, or the recipient of the payment, we will seek to recover the negative balance amount from the person who made the error.
5.19. The Available Balance on your Account(s) will not earn any interest.
5.20. You can check the balance including Transaction history of on your Account(s) at any time via the Online Portal or Modulr API.
5.21. You will be provided with a monthly statement in respect of your Account(s) using the contact information you have provided to us.

6. THIRD PARTY ACCESS

6.1. You can instruct a TPP to access information on your Account(s), or to initiate certain Transactions from your Account(s), 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 Authorised User(s).
6.2. We may deny a TPP access to your Account(s) 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 way we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.
6.3. If you have provided consent to a TPP to access the data in your Account(s) 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(s) or the data in it.

7. CLOSING YOUR ACCOUNT(S)

7.1. Your Account(s) will remain in place for the Term of the Agreement. If you wish to close your Account(s) you may do this via the Modulr API or, if you do not have API capability, via email to Modulr.
7.2. Your instruction to close your Account(s) does not automatically terminate the Agreement or your obligations under it. The Agreement may only be terminated by you in accordance with the termination provisions of the Partner Platform Terms of Business.
5 Private and Confidential www.ModulrFinance.com
7.3. On termination of the Agreement for any reason, these Terms will automatically terminate, your Account(s) will be closed, and any Cards issued to you will be cancelled.
7.4. Any Available Balance remaining on the Account(s) after Account(s) closure will be transferred to your nominated bank account via Faster Payments or SEPA Transfer (as relevant). 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(s) 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(s), nor will we return any funds remaining on the Account(s) six (6) years from the date of the Account(s) closure.

8. YOUR LIABILITY AND AUTHORISATIONS

8.1. You are responsible for understanding and complying with terms of your Agreement including these Terms.
8.2. We may at any time, suspend, restrict, or refuse to authorise any use of your Account(s) and/or Cards (including cancelling Card(s) or refused to process your instruction or authorise any Transaction where: (i) we are concerned about the security of, or access to, your Account(s) and/or your Card(s); (ii) we know, or suspect, that your Account(s) and/or Card(s) is being used in an unauthorised or fraudulent manner; (iii) we are required to do so in order to comply with Applicable Law; (iv) the Transaction would breach the Account(s) Limits; or (v) you, the Authorised User(s), or the Cardholder: (a) materially breach Terms; (b) repeatedly breach these Terms; or (c) fail to resolve a material breach in good time (where applicable).
8.3. If we cancel, suspend, or restrict your Account(s) and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you of the refusal, suspension, or cancellation (as applicable). If possible, we will provide the reasons for the refusal to execute a Transaction and/or suspension of the use of your Account(s) and/or Card(s).
8.4. You or the Authorised User(s) must not: (i) allow another person to use security information related to the Account(s) and/or Cards; (ii) 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 (iii) disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
8.5. You must take all reasonable steps to always keep your Account(s), password(s), and any other security-related details safe. If you visit a website or receive a message that asks for your password, other than Modulr’s website, this should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that your Account(s), password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.
8.6. You shall be liable for all Transactions that take place because of you, the Authorised User(s), or the Cardholder acting fraudulently or failing to comply with these Terms 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(s).
8.7. You will be liable for all Transactions that we make on your behalf including those made by a TPP (authorised by you to initiate a Transaction), and those made by a Cardholder.
8.8. You will be liable for all unauthorised Transactions that arise from the use of lost, or stolen, Card security or Account(s) security information (such as but not limited to the Online Portal log in details and Modulr API security details).
8.9. It is your responsibility to keep us updated of changes to your contact information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account(s), or changes to these Terms.
8.10. If you, or an Introduced Client, requests a Transaction recall due to an error which was not 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 such recall.
8.11. You agree to indemnify and hold us, and our distributors, partners, agents, sponsors, and service providers and their group companies harmless from and against the costs of any legal action taken to enforce these Terms, and/or any breach of these Terms by you.

9. DISPUTES AND INCORRECT TRANSACTIONS

9.1. If you, an Authorised User(s), or Cardholder have a reason to believe that: (i) a Transaction on your Account(s) was unauthorised or was made incorrectly; (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has unauthorised access to your Account(s) and/or Card, you must inform us immediately by contacting Customer Services. After you notify us, we will replace a lost, stolen or misappropriated Physical Card and/or security credentials, as appropriate.
9.2. We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions and Card Transactions, provided that, always, you have notified us without undue delay of becoming aware of such incorrectly executed or unauthorised Transaction (and in any case within the timeframes required by the Card Scheme rules). We will not be liable for any unauthorised, or incorrectly authorised Transactions(s) which are notified to us more than thirteen (13) months after the date of the relevant Transaction(s).
9.3. If you dispute a Transaction, then subject to paragraphs 9.3a, 9.3b and 9.3c we will immediately refund the amount to your Account(s). Following such refund, 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.
a. If there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate this before giving you a refund, and we will provide you with our supporting evidence if we believe you are not entitled to the refund.
b. If a 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.
c. If we make an error on a Transaction made to someone else through the Direct Debit scheme, we will refund you in accordance with the Direct Debit Guarantee.
9.4. If an incorrect Transaction is paid into your Account(s), we will, where possible, immediately send the funds back to the account or 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, that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you, and the incorrect payment, to the bank or institution that sent the payment to enable them to recover the funds.
9.5. You will be liable for all Transactions made from your Account(s) if you, the Authorised User(s), or the Cardholder: (i) have acted fraudulently or have failed with gross negligence to keep the security credentials used to access or use your Account(s) and/or Card safe and secure or otherwise failed to comply with these Terms in relation to the safety of your Account(s) and/or Card; or (ii) have failed to notify us in accordance with paragraph 9.1 above.
9.6. You may be entitled to a refund where a Transaction from your Account(s) was initiated by payee provided that: (i) the authorisation did not specify the exact amount; and (ii) the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and (iii) you asked for a refund within eight (8) weeks of the date in which the Transaction was debited from your Account(s).
9.7. In such circumstances we will: (i) refund you within ten (10) Business Days of receiving your claim for a refund; or (ii) where applicable, within ten (10) Business Days of receiving any further information we requested; or (iii) refuse a refund and provide you with reason(s) for this.
9.8. If you request a refund for a Transaction made using the Direct Debit Scheme, the Direct Debit Guarantee will apply instead of paragraph 9.6 above.

10. VARIATION

10.1. We may change these Terms by providing you with at least two (2) months’ prior notice by e-mail.
10.2. If you object to any changes under paragraph 10.1, you must notify us of such objection within such two (2) months’ notice period. Following such objection these Terms will be terminated and your Account(s) closed. If you do not notify us of your objection within the time frame provided under this paragraph 10.2, you will be deemed to have accepted the change.
10.3. If any part of these Terms are found to be inconsistent with any legal requirements, then we will not rely on that part, and treat such part as if it reflects the relevant legal requirement. If we need to make operational changes to comply with such legal requirement, we will make those changes as soon as reasonably practical.

11. TERMINATION OR SUSPENSION

11.1. We may terminate your Account(s) at any time upon two (2) months’ notice. Following such termination any Available Balance in your Account(s) shall be transferred to your nominated bank account without charge, or
11.2. We may suspend or terminate your Account(s) and/or any Modulr Product at any time a) with immediate effect (and, in the case of a suspension, such suspension shall continue until, in Modulr’s sole opinion, the circumstances in this paragraph 11.2 (inclusive) have been remedied) default has been remedied or the Agreement terminated) without any prior notice to you if: (i) we discover that any of the information that we hold for you is false, misleading, or materially incorrect; or (ii) if you, the Authorised User(s), a Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism financing or other illegal activity in connection with your Account(s) or we have reasonable suspicion of the same; (iii) if you have reached your Account(s) Limit; (iv) you or the Authorised User(s) have breached these Terms and; or (v) we are required to do so under any Applicable Laws b) on two (2) months’ notice if you do not use your Account(s) and/or any Modulr Product or related service for twelve (12) months.
11.3. If we suspend or terminate your Account(s), we will notify you in advance of such suspension or termination where legally permissible. Otherwise, we will notify immediately afterwards (where legally permissible).

12. OUR LIABILITY

12.1. Our liability, and the liability of our agents, in connection with these Terms (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations: (i) neither we, nor our agents, shall be liable for any default resulting directly or indirectly from any cause beyond our or our agent’s control, including but not limited to, a lack of funds; (ii) neither we, nor our agents, shall be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses; (iii) where sums are incorrectly deducted from your Available Balance due to our default, our liability and that of our agents shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance; and (iv) in all other circumstances relating to our default, our liability and that of our agents, jointly, will be limited to transferring any Available Balance to your nominated bank account.
12.2. In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us and our agents with all assistance that we reasonably require.
12.3. Nothing within these Terms shall exclude or limit our liability, and that of our agents, for death or personal injury resulting from our negligence or fraud.
12.4. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
12.5. The above exclusions and limitations set out herein shall apply to any liability of our Group Companies and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any) which may arise in connection with these Terms.

13. YOUR INFORMATION

13.1. Some personal data will be necessary for us to provide you with the Account(s) 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 hold, how we will use it and how we will keep it safe.
13.2. You must update any changes to your Information by contacting Customer Services.
8 Private and Confidential www.ModulrFinance.com
13.3. If we discover that the information, we hold about you is incorrect, we may have to suspend or cancel your Account(s), until the correct details can be established.
13.4. For the avoidance of doubt, if you, or the Authorised User(s), give consent to a TPP to access your Account(s), to provide their services, we have no control over how such TTP will use your information and as such will we not be liable for any loss of information after a TTP has been granted access to your information.
13.5. The personal information we have collected from you will be shared with fraud prevention agencies who will use it to prevent fraud and money-laundering and to verify your identity. If fraud is detected, you could be refused certain services, finance, or employment. Further details of how your information will be used by us and these fraud prevention agencies, and your data protection rights, can be found at https://www.cifas.org.uk/fpn.

14. COMPLAINTS PROCEDURE

14.1. Complaints regarding our services should be sent to Customer Services.
14.2. All complaints will be subject to our Complaints Policy. We will provide you with a copy of our Complaints Policy upon request and, if we receive a complaint from you, a copy of our Complaints Procedure will be provided to you via email.
14.3. In most cases, we will provide you with a full response to your complaint by email within fifteen (15) Business Days following the receipt of your complaint. In exceptional circumstances, where we are unable to respond in full to your complaint, we will inform you of this along with our reason(s) for the delay and the timeframe within which you will receive a full reply. In any event this shall be within thirty-five (35) Business Days following the receipt your complaint.
14.4. If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone [phone]). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

15. GENERAL

15.1. Any delay or failure to exercise any right or remedy under these Terms by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
15.2. If any provision of these Terms is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
15.3. You may not assign or transfer any of your rights and/or benefits under these Terms, and you shall be the sole party to the contract between us. You will remain liable until your Account(s) 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.
15.4. Save for Modulr, no other third party who is not a party to these Terms has a right to enforce any of the provisions in these Terms, and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
15.5. These Terms contain the information set out in Schedule 4 of the Payment Service Regulations 2017.
15.6. These Terms are governed by English law, and you agree to the exclusive jurisdiction of the courts of England and Wales.
15.7. The Financial Services Compensation Scheme is not applicable to the Account(s). We safeguard client funds in accordance with the requirements of The Electronic Money Regulations 2011. In the event of insolvency all client money held in accordance with the legal requirements will be held separately to the funds of Modulr FS. An appointed administrator or liquidator as relevant will arrange for your funds to be returned to you in accordance with the special administration regime for Electronic Money Institutions (the Payment and Electronic Money Institution Insolvency Regulations 2021). This may take longer than a claim made under the Financial Services Compensation Scheme which is not applicable to your account and in some circumstances the appointed administrator or liquidator may deduct their costs for returning your funds if there are insufficient funds available elsewhere in the insolvent estate of the company.

Schedule 2: Confirmation of Payee

For the purposes of this Schedule, the following definitions shall apply:

“CoP Operating Guide” means the operating guide published by Pay.UK in force at the time of this Agreement and as updated from time to time;

“CoP Rules” means the rules contained in the Confirmation of Payee Rulebook published by Pay.UK in force at the time of this Agreement and as updated from time to time;

“Data Privacy Notice” means the Modulr privacy policy available online at https://www.modulrfinance.com/privacy-policy, as updated from time to time; and

“Modulr CoPDeveloper Guide” means the documentation relating to CoP made available to Partner Platform in the Modulr Developer Centre, as updated from time to time.

1. Introduction
   • These CoP Terms and Conditions shall apply where Confirmation of Payee (“CoP”) is included within the Modulr Products provided to you.
   • These CoP Terms and Conditions, alongside the Modulr Account Terms and Conditions form the agreement between Modulr FS and you and sets out the terms that apply to your use of CoP as defined below.
2. Compliance with Confirmation of Payee Rules
   • Where applicable, you will comply with all CoP Rules as they apply to CoP.
   • The Introduced Client shall be responsible for ensuring that any authorised user who uses CoP complies with these terms and conditions and Modulr Account Terms and Conditions.
3. Confirmation of Payee
   • CoP allows the account details of a payee to be checked with their payment service provider before a payment is instructed and made by the sender.

Outbound requests – Checking a payee’s details before making a payment

• Modulr FS enables access to the Application Programming Interface (API) used by Modulr FS to send requests to the payee’s payment service provider in order to check that the details entered match the details of the person or business to be paid.
• When setting up a new payee for a payment (eg. Faster Payment), you must provide:
  • the payee’s full name, account number and sort code; and
  • the type of account that will be paid (eg. either Business or Personal).
• Modulr FS will then send a request to the receiving payment service provider to check these details and provide the Partner Platform with a result within the API in line with the CoP Rules and Modulr CoP Developer Guide. These results include but are not limited to:
  • the account name is a match;
  • the account name is a close match; and
  • the account name is not a match.
• Partner Platform will then display results to you in accordance with the CoP Rules and the Modulr CoP Developer Guide, as agreed with Modulr FS.
• It is acknowledged that, notwithstanding any results returned pursuant to clauses 3.4 and 3.5 above:
  • the decision as to whether to proceed to payment or not remains with you. For the avoidance of doubt, if a payment is made by you and the money is ultimately sent to an incorrect account, Modulr FS may not be able to get the money back; and
  • Modulr FS will not be liable for any subsequent properly authorised and executed payment.

Inbound requests – Receiving a payment

• Modulr FS intends to enable checks made by other participants of CoP against accounts held with it and respond to such requests from a payer’s payment service provider in order to check that the details provided match that of the intended payee.
• The use of this service, when available, will be subject to FAQs and the Data Privacy Notice.

4. Fair usage
   • The use of CoP is subject to conditions contained in the CoP Rules, which include but are not limited to:
     • CoP may only be used by you in anticipation of making a payment; and
     • the number of the requests by you shall not exceed limits included in the CoP Rules and determined by Modulr FS from time to time.
   • For the avoidance of doubt, a breach of these fair usage provisions shall be a breach of these CoP Terms and Conditions which could result in the suspension or termination of this service.

Part C: - The Modulr Account Terms and Conditions; Important information you need to know

The Modulr Account Terms and Conditions

Please read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us.

These Terms and Conditions, together with the Introduced Client Terms of Business constitute the entire agreement between Modulr and you.

By signing the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details provided to you by Partner Platform.

1. DEFINITIONS

Account - The electronic money account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.

Account Information Service Provider – means a third party payment service provider who is authorised by or registered with 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 Limit – any limit that applies in relation to your Account and/or Card, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2.

Account Manager - The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.

Account Owner – The entity legally responsible for an Account.

Agreement - The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business which constitute the entire agreement between you and Modulr.

Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct 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.

Card – means a Virtual Card or a Physical Card.‎

Cardholder - means the individual authorised to use the Physical Card issued to you.‎

Card Scheme -Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.‎

Card Transaction –means a Virtual Card Transaction or a Physical Card Transaction.‎

CHAPS – the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.

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 obtained from the Partner Platform.

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;

Direct Debit – a payment collected via UK Direct Debit scheme operated by Bacs from or to your Account.

Direct Debit Collection – a payment collected to your Account via UK Direct Debit scheme on the basis of an instruction given by you to the payer’s payment service provider.

Direct Debit Guarantee – means the refund terms applicable to Direct Debit Mandates as set out on the direct debit form or direct debit confirmation provided to you by the payment recipient.

Direct Debit Mandate – a payment collected from your Account via UK Direct Debit scheme on the basis of a mandate permitting someone else (recipient) to instruct us to transfer ‎money from your Account to that recipient.

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 –  where relevant, those fees payable by the Introduced Client.

Information – Means any information related to the organisation, and any personal information related to Account Manager or the Cardholder.

Intellectual Property Rights – means without limitation, all patents (including models and inventions), trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly;

Introduced Client – Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant).

Introduced Client Terms of Business - The terms on which Modulr provides Modulr Products to the Introduced Client.

Merchant- means a merchant authorised to accept Card Scheme-branded Cards.‎

Modulr – Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at Scale Space, 58 Wood Lane, London, W12 7RZ.  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 as described by Partner Platform in the application process.

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.

Physical Card - means a physical card-based payment instrument issued by us to you which uses the Card Scheme payments network and ‎may be used to make Physical Card Transactions. ‎

Physical Card Transaction - means the use of a Physical Card to make a payment to a Merchant.‎

Regulator – 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.

SEPA – Single Euro Payments Area scheme, which allows payments to be made in euros within the EEA. ‎

Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it, ‎including a Virtual Card Transaction.

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 Scale Space, 58 Wood Lane, London, W12 7RZ 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.

Virtual Card – means a virtual card-based payment instrument consisting of (amongst other things) a unique 16 digit account number issued to you by us which uses the Card Scheme payments network and may be used to make Virtual Card Transactions.

Virtual Card Transaction – means the use of a Virtual Card to make a payment to a Merchant.

Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products.

you, your - The Account Owner, also referred to as an Introduced Client.

2. ACCOUNT & CARD LIMITS

2.1 Limits may apply to the balance on your Account at any time, the  maximum value of an individual payment Transaction, maximum Virtual Transaction value per  Card‎, the maximum aggregate value of all payment Transactions made from your Account or Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe.  ‎ Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.‎

2.2 The limits and restrictions that apply to your Account and Card‎ will be communicated to you during the Account set-up process and/or before the Card is issued to you (as applicable).  These limits may also change over time based on your Account and/or Card‎ usage; any such change will be communicated to you.  You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.

2.3 From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or ‎Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases ‎on a train, aeroplane, underground  or toll  payments). In such circumstance, a negative balance on your Account may occur.  In this ‎case the process in paragraphs 5.13 to 5.15 inclusive will apply.‎

‎2.4 Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will ‎place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released ‎by the Merchant. The pre-authorisation allows the Merchant up to 30 days to claim and settle any funds owed to them from the ‎Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, Modulr ‎must still make this settlement, which may result in a negative balance on your Account. In this case the process in paragraphs 5.13 ‎to 5.15 inclusive will apply.‎

2.5 To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them. 

3. SCOPE OF THESE TERMS AND CONDITIONS

3.1 Your Account is an electronic money account and the electronic money and any Card associated with it is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.

3.2 The types of Transactions enabled for your Account will be explained to you by the Partner Platform, or as subsequently ‎enabled by us. The terms of these Modulr Account Terms and Conditions applicable to specific Transactions or payment types (for example, ‎Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.‎

3.3 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.

3.4 You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.

3.5 You can request a copy of these Terms and Conditions at any time by contacting Customer Services.

4. OPENING YOUR ACCOUNT

4.1 Your Account will be opened on your behalf by the Partner Platform.  You may only hold an Account so long as you remain an approved client of the Partner Platform that provided you with your account details.

5. USING THE ACCOUNT

5.1 Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent.

5.2 Your Account can also receive internal transfers from other Accounts owned or controlled by the Partner Platform, which apply instantly.

5.3 An incoming payment will not be credited to your Account if:

5.3.1         the Account has reached the Account Limits; or

5.3.2         the Account is inactive or blocked or terminated; or

5.3.3         the sender has provided incorrect/invalid Account Details for your Account; or

5.3.4         we suspect the payment to be fraudulent.

5.4 If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you.

5.5 Your Account can make payments out to external bank accounts via Faster Payments, SEPA and other methods as added and notified to you by the Partner Platform from time to time.

5.6 Your Account will be configured and operated by the Partner Platform.  You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf.  We and Modulr have no liability for actions taken by the Partner Platform.  If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform. We are also authorised to take instructions from any other Account Manager (where different from Partner Platform) and, with respect to Physical Card Transactions, from the ‎Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or ‎Card(s).‎

5.7  Where Cards are made available to you, , your Account can be used to fund Card Transactions. You or your Account Manager or Partner Platform can request a Virtual Card or a Physical Card to be ‎issued to you via the Online ‎Portal or Modulr API. The value of the Virtual Card Transaction, together with any applicable fees and ‎charges, will be deducted from ‎your Account once we receive the authorisation request from the Merchant.‎

‎5.8‎ If the Card Transaction is made in a currency other than the currency the Card is denominated in, the  ‎Card ‎Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by it on the day we receive details of the ‎Card Transaction. The exchange rate varies throughout the day and is not set by us.‎ ‎‎You can check the relevant Card Scheme rate as follows.‎

Mastercard Card Scheme rate at: https://www.mastercard.co.uk/en-gb/consumers/get-support/convert-currency.html;‎

VISA Card Scheme rate at: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html.‎

5.9 A Transaction is deemed to be authorised by you:

5.9.1          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;

5.9.2          when you or your Account Manager or Partner Platform submits a request for a creation of a Virtual Card via the Online Portal or Modulr API, you shall ‎be deemed to have ‎‎authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value ‎specified ‎when creating the request for creation of the Virtual Card;‎

‎5.9.3‎          when you or the Cardholder (i) enter a PIN or provide any other security credentials;‎ (ii) sign a sales voucher;‎ (iii) provide the ‎Physical Card details and/or provide any other details as requested; (iv) wave/swipe the Physical Card over a card reader; or (v) ‎insert the Physical Card into a card device or an ATM;‎

5.9.4          when you give instructions through a third party (such as the recipient of a Direct Debit Mandate or a ‎Payment Initiation ‎Service Provider)‎.‎

Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.10 below.   

5.10 You can cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give us notice to cancel no later than close of business on the Business Day before the Transaction was due to take place;

5.11 Cancelling a Direct Debit Mandate with us will not cancel ‎the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting ‎the payment about the changes to your instructions.‎

‎5.12 If for any reason whatsoever, a negative balance arises because a Transaction is completed when there are not enough funds on ‎your Account for that Transaction, you shall reimburse the negative balance amount immediately, unless circumstances described in ‎sections 5.13 and 5.14 apply. You agree that once we make this negative balance known to you, we will charge you the amount of ‎negative balance and you must repay it immediately. We may charge the amount of the negative balance against any funds on your ‎Account, including any subsequently loaded funds. Until we are reimbursed this negative balance amount, we may arrange for your ‎Account, including Card(s) to be suspended. We may also report the negative balance to credit reference agencies.‎

‎5.13 Where a negative balance arises because of an error on the part of a Merchant where the Card Transaction occurred, we will ‎seek to recover the negative balance amount from the Merchant.‎

‎5.14 Where a negative balance arises because of an error on the part of the recipient of the payment or us, we will seek to recover ‎the negative balance amount from the person who made the error.‎

5.15 The Available Balance on your Account will not earn any interest.

5.16 You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.

5.17 You will be provided with a monthly statement free of charge setting out information relating to individual payment Transactions by the Partner Platform or us (using the details we have associated with your Account).

6. THIRD PARTY ACCESS

6.1 You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.

6.2 We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. setting out the reason for such denial.   Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.

6.3 If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you.  You must let us know if you withdraw this permission and we recommend you let the TPP know.  On notification from you, we will not provide such TPP access to your Account or the data in it. 

7. CLOSING YOUR ACCOUNT

7.1 You may close your Account by contacting Customer Services.  Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account. 

7.2 The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction).

7.3  On termination of the Agreement for any reason, these Terms and Conditions will automatically terminate, and your Account will ‎be closed and any Cards issued to you will be cancelled.

7.4 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments or SEPA (as relevant)‎ based on instructions to us from the Partner Platform.  If for any reason this is not possible, such Available Balance will remain yours for a period of six years from the date of Account closure. Within this period, you may at any time request a refund by contacting Customer Services. You will not have any access to your Account and we will not return any funds remaining on the Account after six years from the date of Account closure and this Agreement will terminate.

8. YOUR LIABILITY AND AUTHORISATIONS

8.1 You are responsible for understanding and complying with the Agreement including these Terms and Conditions.

8.2 We may at any time suspend, restrict or refuse to authorise any use of your Account and/or Cards (including cancelling Card(s)) or refuse to process your instructions or authorise any particular Transaction where:

‎8.2.1‎          we are concerned about the security of or access to your Account and/or your Card;‎

‎8.2.2          we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;‎

‎8.2.3          we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;‎

‎8.2.4      the Transaction would breach the limits applicable to your Account and/or Card;

8.2.5     you, the Account Manager or the Cardholder breach an important part of these Terms and Conditions, or repeatedly breach any term in this Agreement and ‎fail to resolve the matter in a timely manner.‎

8.3 If we cancel, suspend or restrict your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal, suspension or cancellation (as applicable).  If possible, we will provide the reasons for the refusal to execute the Transaction and/or suspending the use of your Account and/or Card and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.

8.4 You or the Account Manager or the Cardholder must not:

8.4.1          allow another person to use security information related to the Account and/or Cards,

8.4.2          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
8.4.3          disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.

8.4 You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe at all times.  If you visit a website or receive a message that asks for your password, other than the Modulr website, this should be reported to us.  If you are in doubt whether a website is genuine, you should contact Customer Services.  If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible^.

8.5 You will be liable for all Transactions that take place as a result of you, the Account Manager or the Cardholder acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.

8.6 You will be liable for all Transactions that the Partner Platform, any other Account Manager makes on your behalf or the Cardholder makes as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.

8.7 You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Physical Cards, the Account or Card security information such as but not limited to the Online Portal log in details and API security details, Card number and CVV if you, the Account Manager, or the Cardholder fail to keep the security features of the Account and/or Cards safe.

8.8 It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions.

8.9 If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to charge you (i) a handling fee of £25 per recall and (ii) any fee payable by Modulr to a third-party bank or institution for handling the recall.

8.10 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.

9. DISPUTES AND INCORRECT TRANSACTIONS

9.1 If you (or an Account Manager or Cardholder) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has ‎unauthorised access to your Account and/or Card,‎ you must inform us immediately by contacting Customer Services. After you notify us, we will replace a lost, stolen or misappropriated Physical Card and/or security credentials, as appropriate.‎

‎9.2 We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions, provided at all times that you ‎have notified us without undue delay of becoming aware of such incorrectly executed or ‎unauthorised Transaction and in any case  ‎within the timeframes required by the Card Scheme rules if the incorrect Transaction relates to a Card ‎Transaction and for ‎all other Transactions within 13 months of the date of the relevant Transaction‎. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this ‎period.‎

9.3 If you dispute a Transaction:

9.3.1         subject to 9.3.2 and 9.3.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction.

9.3.2         if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund;

9.3.3 if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service; and

‎9.3.4‎          if we make an error on a Transaction made to someone else through the Direct Debit ‎scheme, we will refund you in ‎accordance with the Direct Debit Guarantee‎.

9.4. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you.   If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.

9.5 You will be liable for all Transactions made from your Account if you (or the Account Manager or the Cardholder) have acted fraudulently or have failed with gross negligence:

9.5.1‎          to keep the security credentials used to access or use your Account and/or Card safe and secure or otherwise failed to ‎comply with these ‎Terms and Conditions in relation to the safety of your Account and/or Card; or‎

‎9.5.2‎          failed to notify us in accordance with 9.1 above‎.

9.6 You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:

9.6.1          the authorisation did not specify the exact amount;

9.6.2          the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and

9.6.3          you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.

In such circumstances we will refund you within 10 Business Days of receiving your claim for a refund or, where applicable, within 10 Business Days of receiving any further information we requested - or we will provide you with reasons for refusing the refund.

9.7 If you want a refund for a Transaction made using the Direct Debit scheme, the Direct Debit Guarantee will apply instead of the terms in 9.6 above.

10. VARIATION

10.1 We may change these Terms and Conditions by providing you with at least two months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address).

10.2 If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.

10.3 If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

11. TERMINATION OR SUSPENSION

11.1 We can terminate your Account at any time if we give you two months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge.

11.2 We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:

11.2.1       we discover any of the Information that we hold for you is false, misleading or materially incorrect; or

11.2.2       if you, the Account Manager, the Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of the same; or

11.2.3       if you have reached your Account Limit;

11.2.4       you or the Account Manager have breached these Terms and Conditions; or

11.2.5       we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.

11.3 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).

12. OUR LIABILITY

12.1 Our liability and the liability of our agents in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:

12.1.1       Neither we, nor our agents shall be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;

12.1.2       Neither we, nor our agents shall be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;

12.1.3       where sums are incorrectly deducted from your Available Balance due to our default, our liability and that of our agents shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;

12.1.4       in all other circumstances of our default, our liability and that of our agents jointly will be limited to transferring any Available Balance to your nominated bank account.

12.2 In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us and our agents with all assistance that we reasonably require.

12.3 Nothing in these Terms and Conditions shall exclude or limit our liability or that of our agents for death or personal injury resulting from our negligence or fraud.

12.4 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.

12.5 The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.

13. YOUR INFORMATION

13.1 Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr 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. Modulr will at all times comply with Data Protection Laws.

13.2 We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or service

13.3 You must update any changes to your Information by contacting Customer Services.

13.4 If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.

13.5 If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information. 

14. COMPLAINTS PROCEDURE

14.1 Complaints regarding any element of the service provided by us can be sent to Customer Services.

14.2 All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.

14.3 In most cases we will provide a full response by email to your complaint within fifteen Business Days after the date we receive your complaint.  In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five Business Days of the date we received your complaint. 

14.4 If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone [phone]). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

15. GENERAL

15.1 Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.

15.4 Save for Modulr, who acts on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

15.5 These Terms and Conditions contain the information set out in Schedule 1 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services.

15.6 These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.

15.7 The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a safeguarded account in accordance with our legal obligations. In the event that we become insolvent funds that are safeguarded by us are protected against the claims made by our creditors.

16. CONTACTING CUSTOMER SERVICES

16.1 Customer Services are provided by the Partner Platform. The details shall be provided by the Partner Platform.

Modulr Finance Limited, a Company registered in England with company number 09897957 and ICO Registration: ZA183068

The Account is provided by Modulr FS Limited, regulated by the Financial Conduct Authority for issuance of electronic money (FRN 900573).

Information 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 Calmony 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 Calmony and as a part of their services you require access to a Modulr electronic money account (Modulr Payment Account) and various Payment Methods, which Calmony is not authorised to provide to you directly. Calmony 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).

2. Opening your Modulr Payment Account

What do I need to do to open a Modulr Payment Account?

1. 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.

2. Once you have signed the Modulr Contract, and Modulr has confirmed to Calmony that you have passed Modulr’s identity checks, Calmony 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 Calmony asks for the contract to end.

3. 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 Calmony, 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 Calmony, 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 Calmony.

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 Calmony 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 Calmony as soon as possible. However, we may not be able to cancel the transaction depending on the type of Payment Method used.

Any 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 Calmony 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.  Calmony 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 is 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 Calmony 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 Calmony 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 Calmony. Calmony 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 Calmony, Calmony 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 Calmony is providing to you. If you have any questions relating to this, you should contact the Calmony’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 Calmony know. Calmony 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 Calmony. 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 Calmony may decide to end your Modulr Contract.

If you wish to end your Modulr contract, please Calmony 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 Calmony’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 Calmony’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 Calmony. 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 Calmony. Modulr will work with Calmony to investigate your complaint. Complaints will be handled in line with Modulr’s Complaint’s policy which can be found here.

Version 1.4: 07.10.2024 Addition to Modulr Terms, Partner Platform: Updated Account Terms and Conditions, Schedule 1 to Part B – Account(s) Terms and Conditions.  Additional terms relating to PSR's APP fraud reimbursement requirements which came into effect on 7th Oct 2024.

Version 1.3: 22.07.2024 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.