Zeux Terms and Conditions
These Terms and Conditions govern the relationship between you and us and the provision by us of the relevant Services to you. Depending on the Services you have selected or requested from us, it may be that only part (but not all) of these Terms and Conditions will apply to you.
For your own benefit and protection, you should read these Terms and Conditions carefully. If there is anything that you do not understand, please ask us for more information and/or consult your own advisor. Definitions of words and expressions used in these Terms and Conditions are set out in Schedule 1 at the end and should be referred to when reading these Terms and Conditions. All schedules and appendices are an integral part of these Terms and Conditions and should be read together.
Subject to your choices and requests, the relevant Services will be provided to you by Zeux or procured by Zeux to be provided to you by its business partners. Although you only need to interact with Zeux with respect to any of such Services, this does mean that in some cases you may need to comply with additional terms and conditions as required by such business partners.
Unless otherwise specified, references to "we", "us" and "our" in these Terms and Conditions are to Zeux Limited and/or Zxtech Ltd, as the case may be.
By registering with us, through the website (zeux.com) or the Zeux App, or otherwise requesting or using the relevant Services, you confirm that you fully understand and accept these Terms and Conditions (including all its schedules and appendices) which form a legally binding contract between us and you.
You have the right to request a copy of these Terms and Conditions at any time during the Term.
1 General Information
1.1 Zeux Limited ("Zeux") is a company registered in England and Wales under company number 11073443, with its registered office at Berkeley Square, House Berkeley Square, Mayfair, London, United Kingdom, W1J 6BD. It is authorised and regulated by the Financial Conduct Authority as, amongst others, an "authorised payment institution" under the Payment Services Regulations with respect to certain payment services, with firm reference number 813029. It is also registered with the FCA (with firm reference number 902734) as an EMD agent of Modulr FS Limited.
1.2 Zxtech Ltd is a company registered in England and Wales under company number 12495813, with its registered office at Berkeley Square, House Berkeley Square, Mayfair, London, United Kingdom, W1J 6BD. It is registered with the FCA (with firm reference number 940104) as a "small payment institution" with respect to certain payment services. It is also registered with the FCA (with firm reference number 902980) as an EMD agent of Modulr FS Limited with respect to certain e-money activities and payment services.
1.3 Modulr FS Limited ("Modulr") is a company registered in England and Wales under company number 09897919, with its registered office at Scale Space, 58 Wood Lane, London, United Kingdom, W12 7RZ. Modular FS Limited is authorised by the FCA as an "authorised electronic money institution" with respect to the issuance of e-money and certain payment services.
1.4 Details of the FCA authorisation/registration of Zeux, Zxtech and Modulr can be found at https://register.fca.org.uk/s/
2. Nature of Services
2.1 Certain elements of the Services constitute "payment services" under the Payment Services Regulations and issuing electronic money under the Electronic Money Regulations. The relevant requirements under the Payment Services Regulations and/or the Electronic Money Regulations apply only to such elements of the Services that constitute payment services.
2.2 There Terms and Conditions, in connection with such payment services, constitute a "framework contract" as defined under and for the purposes of, the Payment Services Regulations.
2.3 Certain other elements of the Services constitute “regulated activities” under the Regulated Activities Order. The additional terms in Schedule 3 and the relevant requirements under the FCA Rules apply to such elements.
2.4 If any Services as requested by you are not subject to any regulatory requirements, we may impose additional terms and conditions when you make such request and before we provide the relevant Services. This includes without limitation where we act as your agent on the basis of an on-going Instruction from you with respect to an account of yours that is maintained by you with another payment service provider (also see clause 8.5).
3. Matters About You
3.1 We and our business partners must comply with certain AML/CTF requirements. For these purposes, we therefore must obtain and verify, for ourselves and/or on behalf of our partners, certain identity information from you before taking you on as a client and we may need to have these information updated or refreshed from time to time throughout the duration of our relationship.
3.2 Further, once you have become a client and throughout the relationship between you and us, we must also monitor your transactions and activities when you use our services, as part of our compliance with these AML/CTF requirements.
3.3 If you do not provide the relevant information, we may not be able to provide (or continue to provide) the relevant Services to you.
3.4 We may conduct searches through an identity-referencing agency, credit reference/scoring services, or other sources of information and checks, to verify your identity information. If you are a corporate entity or business we may conduct these types of searches on your directors, shareholders or employees authorised to transact with us on your behalf. A record of this process will be kept and may be used to help us or our business partners to verify your identity when providing services to you.
3.5 You agree to provide us with all relevant information and assistance as reasonably requested by us in order for the Services to be provided to you (including in relation to the relevant AML/CTF requirements). You must also ensure that you inform us promptly of any changes to such information.
3.6 The information you provide to us under these Terms and Conditions may include personal data within the meaning of the Data Protection Requirements. When you use the Zeux App, we may need to access (subject to your consent and authorisation) certain data held on or certain functions of your mobile device on which the Zeux App is installed, including your contact list, photos, geo-location, the cameras, or microphones. Please note if you choose not give the relevant permission, certain features of the Zeux App may be affected and you may not be able to use them. By agreeing to these Terms and Conditions, you give each of Zeux, Zxtech and Modulr your explicit consent to access, process or retain any such personal data for the provision of the Services.
Your log-in credentials etc.
3.8 Once you have been on-boarded as a client, we will issue you with the relevant log-in and other security credentials which will enable you to use the Services. It is your responsibility to ensure that your such security credentials are kept safe and secure, including by having up to date anti-virus and anti-malware installed on your devices (such as computer, phone, tablet, server, and network infrastructure) and taking any other appropriate security steps or measures.
3.9 When you or an Authorised User contacts us, we may carry out the relevant security checks before we communicate with you or commence with performing your Instruction.
3.10 We may disable or lock or suspend, at any time, your personalised security credentials for using the Services including stopping the use of your Account or Zeux Card, if in our reasonable opinion you have failed to comply with any of these Terms and Conditions or we suspect that such security credentials may have been compromised.
3.11 If you suspect your personalised security credentials have been compromised, you must notify us immediately (see "Contact us" below). If you do not notify us or are late in notifying us of such incident, you may lose the relevant protection under the Payment Services Regulations and we will accordingly not be liable to you for any loss.
3.12 You must also notify us immediately on becoming aware of the loss, theft, misappropriation, or unauthorised use of your Zeux Card or your Account, as applicable. If your mobile phone or other mobile device is lost or stolen and you have the Zeux App installed on it, you must also notify us immediately.
3.13 Note that you may use the Zeux App to, amongst others, freeze or unfreeze your Zeux Card or Account.
Your use of technologies
3.14 We and our business partners are the owner or the licensee of the relevant intellectual property rights relating to the Services, the relevant website, the Zeux App, and other relevant technologies used in relation to and/or for the purposes of the aforementioned (together "IP Rights").
3.15 If you infringe or cause infringed any of these IP Rights, we will be entitled to suspend any of the relevant Services and/or terminate your relationship immediately. You must, at our request, return or destroy any such infringing materials.
3.16 Save as expressly permitted by law, you must not reverse engineer or decompile any aspect of the Services, the relevant website, and Zeux App, including the technology and code associated with them. Accessing the Services through robots, scrapers or any other type of automation software is strictly prohibited and any attempt to do so may result in the suspension of any relevant Services or termination of your relationship.
3.17 We give no guarantee that the Zeux App will be free from any defects or viruses. The Zeux App is provided on an “as is” basis and it is entirely up to you whether you choose to use it or not.
3.18 You are responsible for configuring your information technologies, computer programmes (including virus protection software), devices and/or platforms to access our Service including use of the Zeux App.
3.19 If you access the Services electronically, you must not introduce or cause to be introduced into our systems computer viruses, trojans, worms, logic bombs or other harmful or malicious programmes or software. You must not attempt to gain unauthorised access to or otherwise attach our systems including any server, computer or database used in connection with the provision of the Services. You must not attack our platform via a denial-of-service attack or a distributed denial-of service attack. We may report any such breach to the relevant law enforcement authorities. In the event of such a breach, we may terminate our relationship with you or suspend any Services immediately.
3.20 If you wish to make a complaint about the Services, you may do so by emailing us (see "Contact us" below). To ensure this is correctly processed please clearly indicate by putting a prefix of “Complaint:” within the email subject matter line.
3.21 We will acknowledge by return email the receipt of your complaint and will subsequently investigate and send an initial response within 72 hours. We have in place a defined process for handling complaints, and we will keep you updated regarding the progress of the complaint at each stage of the process.
3.22 If you are not satisfied with how we dealt with your complaint, you may be eligible to raise your complaint with the Financial Ombudsman Service whose contact details are: Exchange Tower, London, E14 9SR; telephone 0800 023 4567 or 0300 123 9123; email email@example.com; website www.financial-ombudsman.org.uk
4. Communication Between You and Us
4.1 For any matter relating to these Terms and Conditions and any Services provided to you hereunder, you may contact us by email at firstname.lastname@example.org. Alternatively, you may contact us by mail at: Zeux Limited, Berkeley Square House, Berkeley Square, Mayfair, London W1J 6BD, United Kingdom. If we need to contact you e.g., to alert you potential security threat or fraud, we may at our discretion call you, email you or reach out to you via the Zeux App.
4.2 Communication between you and us may be in English or Chinese. However, the Chinese language is used for convenience only. Only English communications are recognised for the purposes of these Terms and Conditions. For clarity, any communication required under these Terms and Conditions including without limitation any request for the provision of any Services or any Instruction, must be in English.
4.3 Communication via email or via the Zeux App is deemed to be made in writing for the purposes of these Terms and Conditions.
4.4 For clarity, you may use social media including WeChat to contact us to raise queries, questions, or requests. However, any such communication will not have any legal effect and is used for convenience only. Any communication or notice required under these Terms and Conditions must be done in accordance with clauses 4.1 - 4.3 above.
5. Changes to Contract
5.1 We may need to make changes to these Terms and Conditions from time to time. We will notify you of any such change no later than 2 months before the date on which the change is to take effect. You will be deemed to have agreed to any such change notified to you if you do not, before the proposed effective date of the change, notify us to the contrary; and you have the right to terminate these Terms and Conditions without charge at any time before the proposed effective date of the change. This clause 5.1 is subject to clause 5.2.
5.2 If we have to make any change as required by Applicable Law (including where there is a change in law), such changes will be made as provided for under such Applicable Law which may be different from clause 5.1. Further, if you are not a Consumer, Micro-Enterprise, or Charity, you agree that we may make changes to these Terms and Conditions at any time by posting notice on the website or via the Zeux App and you will be deemed to have accepted any such change if you continue using the Services after such notice.
6. Miscellaneous Provisions
6.1 A waiver of any right or remedy hereunder, or any consent given hereunder, is only effective if given in writing by the waiving or consenting party, only applies in the circumstances for which it is given, must not be deemed a waiver or consent for any other circumstances, and must not prevent the party giving it from subsequently relying on the relevant provision(s).
6.2 A failure or delay by a party to exercise any right or remedy provided hereunder or by law, or a single or partial exercise of such right/remedy, must not constitute a waiver of that or any other right or remedy, must not prevent or restrict any further exercise of that or any other right or remedy.
6.3 Each party agrees to keep confidential all Confidential Information of the other party obtained in preparation for, during the Term of or otherwise in connection with, these Terms and Conditions. Neither party shall disclose any Confidential Information of the other party to any third party unless agreed by that other party or unless required by law or competent authority having jurisdiction over that other party.
6.4 These Terms and Conditions constitute the entire agreement between you and us in relation to the subject matter and supersedes any previous agreement or understanding.
6.5 The rights and remedies provided under these Terms and Conditions are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.
6.6 If any provision (or part of a provision) of these Terms and Conditions is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision (or part of a provision) will be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause will not affect the legality, validity, and enforceability of the rest of these Terms and Conditions.
6.7 Except as expressly provided elsewhere in these Terms and Conditions, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Terms and Conditions. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
6.8 These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
7. Term and Termination
7.1 These Terms and Conditions will take effect on the date you accept them via the Zeux App or via email (the "Effective Date") and will remain in full effect and force till terminated in accordance with these Terms and Conditions (the "Term").
7.2 We may at our discretion terminate this framework contract (as constituted by these Terms and Conditions, see clause 2.2) with you at any time during the Term by giving you a two (2) months' notice. You may terminate this framework contract at any time during the Term by giving us one (1) month notice. We may charge you a fee if you terminate this framework contract within six (6) months of the Effective Date.
7.3 We may at our discretion terminate these Terms and Conditions immediately by written notice in the event of:
a) any Force Majeure Event that has a material adverse effect on Zeux, Zxtech and/or Modulr with respect to any of the Services, and that lasts for a period of 30 consecutive days;
b) a material breach by you of any of these Terms and Conditions that is either incapable of being remedied or is capable of being remedied but remains un-remedied within  days of you having been notified by us;
c) a material breach by you of any Applicable Law, including without limitation those relating to AML/CTF; and/or
d) any restriction, limitation or requirement imposed by any competent Government Authority or under Applicable Law on Zeux, Zxtech and/or Modulr that has a material adverse effect on the provision of a significant portion or the entirety of the relevant Services being provided to you;
e) you having been or any risk of you potentially being, included on any watch list, sanctions list or other prohibition list issued by competent Government Authority; and/or
f) you having been or any risk of you potentially being, declared bankrupt or insolvent or subject to similar events (you must inform us without undue delay if you become aware that such events will or will likely happen to you).
7.4 Each of us and you may terminate these Terms and Conditions, for any reason (or no reason) at any time during the Term, by giving the other a 1-month written notice.
7.5 In the event of any termination or expiry of these Terms and Conditions,
a) any Instruction received before such termination or expiry but not yet performed will be performed in accordance with that Instruction, unless you inform us otherwise.
b) your contract with Zxtech and Modulr will terminate or expire automatically on the same date, and you will no longer have access to any of the Services, including the Zeux App and any Account as well as Zeux Card you may have which will be closed or terminated. We will notify you of the account closure procedures and how the balance on your Account will be dealt with.
c) For clarity, any fees or charges owed by you up to the point of such termination or expiry will become immediately payable and due, you must pay such fees or charges on demand as requested by us and you hereby authorise us to deduct any amount owed by you from any amount standing to the credit of your Account.
8. Limitations and Exclusions
8.1 To the fullest extent permitted under Applicable Law, neither Zeux nor Zxtech will be liable for:
a) any loss, liability or damages which result from, are related to, or in any way are connected with Force Majeure Event or any act or omission committed by you or your Authorised User;
b) any indirect, special, incidental, punitive, exemplary, or consequential damages, or lost profits or revenue, lost business, loss of goodwill, or other loss of economic advantage arising out of or related to your use of the Services or otherwise under these Terms and Conditions, regardless of cause, and whether in contract, tort (including for negligence), strict liability, or under any other theory of liability.
8.2 The aggregate, cumulative liability of Zeux and Zxtech arising out of or related to the Services or otherwise under these Terms and Conditions, whether in contract, tort (including for negligence), strict liability, indemnity, or under any other theory of liability, will not exceed the total fees paid or payable to by you during the preceding 12 months for the Service that gave rise to the liability.
8.3 You agree to indemnify Zeux and/or Zxtech against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses, and proceedings that Zeux and/or Zxtech may directly or indirectly incur or which are brought against Zeux and/or Zxtech, if you have acted fraudulently, been negligent or misused any of the Services, or due to breach by you of these Terms and Conditions.
8.4 If you are not a Consumer, Micro-Enterprise or a Charity, you confirm and agree that the following provisions in the Payment Services Regulations will not apply to the relationship with you or in relation to the Services provided to you: (i) all provisions under Part 6 (relating to certain disclosure requirements) of the Payment Services Regulations; (ii) any and all of: regulations 66(1) (charges), 67(3) and (4) (withdrawal of consent), 75 (evidence on authentication and execution), 77 (payer or payee's liability for unauthorised transactions), 79 (refunds for direct debits), 80 (requests for direct debit refunds), 83 (revocation of a payment order), 91 (defective execution of payer-initiated transactions), 92 (defective execution of payee-initiated transactions) and 94 (liability for charges and interest).
8.5 If you provide us an on-going Instruction ("mandate") to operate or manage, acting on your behalf, your Account or any Relevant Payment Account of yours maintained at other payment service provider, (i) we will only act within that mandate and/or any other Instruction you may give in accordance with that mandate; (ii) we are not liable for anything (including without limitation any errors or mistakes in any Instruction) arising from or in connection with us doing so provided that we have implemented your relevant Instruction or mandate correctly; and (iii) we shall not have and do not accept any responsibility for anything (including any loss you may suffer) relating to the said account (including without limitation any blocking, freeze or suspension of the account by the account-servicing payment service provider) that is not caused by us and/or outside the parameters of your mandate. For clarity, you agree that we will assume your mandate or other Instructions are correct, complete, and accurate and that we have no obligations to check the accuracy or completeness of your Instruction or mandate.
8.6 If you Instruct us to process a Payment Transaction, we will process that Payment Transaction in accordance with your Instruction and we will refund to you the amount of the Payment Transaction if we processed that transaction incorrectly. However, we are not liable and we do not accept any responsibility for any delay, defect or failure in the processing of the Payment Transaction or any loss you may suffer from these events, if that delay, defect or failure is due to any material error, inaccuracy or incompleteness in your Instruction (including incorrect details of any account you refer to) or any act or omission on your part or is caused by any Force Majeure Event. In these circumstances, we will, upon your request and free of charge, make reasonable efforts to trace such Payment Transaction and provide other reasonable assistance and notify you of the outcome. For clarity, our assistance does not in any way mean that we have accepted responsibility for such delay, defect or failure.
8.7 For further clarity, we will comply with the relevant execution time requirements as referred to in clause 9.26. However, this is not in any way meant as a guarantee and we give no such guarantee. We also do not guarantee that we will be able to process your Payment Transactions at all times during the Term. We will have no responsibility if we cannot process any Payment Transaction within those time requirements or if we cannot process any Payment Transaction at all, due to:
a) any AML/CTF check or concern identified by us;
b) any AML/CTF check or concern raised by our business partners or service providers including banks or any third party involved in processing the Payment Transaction;
c) any IT or technical failure on our side or at our service providers;
d) any regulatory or legal request from competent government authority that leads to the relevant delay or suspension;
e) any failure of any third party involved in processing the Payment Transaction, including but not limited to commercial, technical, or regulatory reasons, that materially affects our ability to perform the Payment Transaction or perform the relevant currency conversion; or
f) any other Force Majeure Event.
Where we cannot process your Payment Transaction in time or at all, we will let you know or return your funds to your sending account provided we are not prevented from doing so under Applicable Law.
8.8 We will also not be liable nor do we accept any responsibility for the timing of processing your Payment Transactions, if you do not have sufficient funds in your Account or if you failed to place the relevant funds in our account in accordance with our instruction and within the time as specified by us (including where you provide the incorrect or incomplete reference or [where you made a SWIFT transfer instead of a SEPA transfer]).
8.9 For clarity, we are not liable, and we do not accept any responsibility for anything (including any loss you may suffer) in relation to any of your Relevant Payment Accounts maintained at other payment service providers that you may use in connection with receiving our Services, including without limitation any blocking, freeze, suspension, closure or other failure of any such Relevant Payment Account. Anything relating to any such Relevant Payment Account are entirely a matter between you and your other payment service provider.
8.10 For the purposes of this clause 8 and these Terms and Conditions, a “Force Majeure Event” event means any abnormal or unforeseeable circumstances outside our reasonable control the consequence of which would have been unavoidable despite all efforts to the contrary including without limitation: (i) any failure, interruption or disruption of computer systems (including the Zeux App), Internet, telecommunication or other infrastructure (technological, electrical or other); (ii) flood, earthquake, storm, pandemic, or other natural disaster; (iii) industrial action such as strike or walk-out, government-declared/imposed emergency or intervention, military conflicts or social unrest; (iii) any change in Applicable Law including new mandatory or other legal or regulatory obligations or existing legal/regulatory obligations being enforced/interpreted differently; (iv) any failure, delay, interruption, error, mistake or other act or omission of or by any third party or other service provider including Modulr, the payee's payment service provider or any intermediaries used by them (such as any correspondent bank), any service provider or intermediaries used by us in connection with the provision of the relevant Services; (v) any closure, freezing, suspension, blocking, denial of access or other failure of any account used by such aforementioned third party service provider or by us in connection with the provision of the relevant Services; and/or (vi) any other event of similar nature.
8.11 This clause 8 does not affect your rights under any Applicable Law including the Payment Services Regulations.
9. Provision of Services
9.1 Subject to your choices of the relevant Services and clause 8.4, some of the provisions in this clause 9 may not be applicable to you. All references to time are to the then applicable local time in London, United Kingdom on the relevant day.
9.2 You give us the explicit consent to accessing directly, on your behalf, (i) your Account and (ii) any other Relevant Payment Account maintained by you with other payment service provider(s) and as separately notified in writing by you to us, for the purposes of us providing you with the "account information service" and "payment initiation service" as defined in the Payment Services Regulations. You acknowledge that we may need to refresh such consent from time to time.
9.3 The Services include the provision of a Premium Account or a Business Account. The Business Account is only available to businesses (whether a sole trader or a typical incorporated company). If you wish to open an Account, you must provide all the relevant information requested by us. Further, we may use certain technologies (including without limitation geolocation technology) to verify the information provided by you; and you consent to us doing so. We have the absolute discretion to decide whether or not to provide you with an Account and what type of Account is available to you.
9.4 In order to maintain your Account, you must comply, at all times throughout the Term, with the minimum requirements for such Account as set forth in Schedule .
9.5 If you wish to close your Account, you must give us a 5 Business Days written notice. We may need to verify your identity and you agree to provide the relevant information as reasonably requested by us
9.6 The balance of your Account must never be less than zero. You can add money to your Account ("topping up") via various channels including bank transfers which may be done using the sort code and account number assigned to your Account.
9.7 One Client may only for apply for one Account, either a Premium Account or a Business Account (as the case may be).
9.8 You may access the balance, transaction history and other information relating to your Account within the Zeux App, and you may also set up the relevant notification functionality within the Zeux App so that you will be alerted when certain activity takes place on your Account/Zeux Card.
9.9 The Account is an e-money product and the e-money associated with it is issued by Modulr (and distributed by Zxtech). By applying for, opening, and maintaining an Account, you agree to the relevant terms and conditions of Modulr as set out in Schedule 4.
9.10 You may apply for one or more Zeux Cards, if you are provided with a Zeux Card, you are deemed to have provided your consent to the execution of the relevant Payment Transaction by using your Zeux Card; i.e., the use of your Zeux Card in and of itself is regarded as your Instruction for the relevant Payment Transaction.
9.11 The Zeux Card may be used in-store, online, via telephone, ATM or mobile device in any retailers that accept VISA cards. When you first receive your Zeux Card, you will need to activate your Zeux Card by following the activation instructions sent to you along with the Zeux Card.
9.12 We are not responsible for, howsoever arising, the quality, safety, legality, or any other aspect of any goods or services purchased with the Zeux Card, as well as the acceptance or non-acceptance by retailers of the Zeux Card, which are solely a matter for the retailer.
9.13 Each of your Zeux Cards is linked to your Account. You are not allowed to make Payment Transaction(s) that exceed the balance of monetary value available on your Account. If any Payment Transaction made on any Zeux Card takes you over your available balance on your Account or the Card Limits in force from time to time, the relevant Payment Transaction may be declined and thus the purchase may fail. We are not liable for any such decline or failure.
9.14 You must not use any Zeux Card for cash-back, money orders, or any illegal purposes.
9.15 The Zeux Card is automatically renewed upon its expiry and a replacement Zeux Card will be sent to you near the time when your existing Zeux Card will expire. The replacement Zeux Card will be linked to the same Account to which the expired Zeux Card was linked.
9.16 If you request that any existing Zeux Card be not renewed upon its expiry, you must notify us 14 Business Days before the expiry date. We will confirm to you that the automatic renewal is deactivated and you will not be able to use that existing Zeux Card after its expiry date.
9.17 We are entitled to review, from time to time and at any time during the Term, all of your Payment Transactions on any Zeux Card and the Card Limits applicable to any Zeux Card. Following such review, we may at our discretion make changes to the way you may continue using the relevant Zeux Card or make changes to any of the Card Limits.
9.18 We have the right to have any of your Zeux Cards or Account blocked or suspended on reasonable grounds relating to the security thereof or the suspected unauthorised use thereof. We will inform you and give our reason for it before doing so, unless the provision of such information would compromise reasonable security measures or is otherwise unlawful. The use of any Zeux Card (or a replacement if applicable) or Account will be permitted to resume as soon as practicable after the reasons for blocking/suspending its use cease to exist.
9.19 The Zeux Card, as an e-money product, is issued by Modulr but branded with Zeux, and the e-money associated with it is distributed by Zxtech. By applying for or using a Zeux Card, you agree to the relevant terms and conditions of Modulr as set out in Schedule 4.
Instructions for Payment Transactions
9.20 With respect to any Payment Transaction or any series of Payment Transactions, you must provide your consent, before the execution of the Payment Transaction or the series of Payment Transactions, in the form of an accurate and complete Instruction for that Payment Transaction or series of Payment Transactions. [You must do so via the relevant function within the Zeux App and or email].
9.21 It is your responsibility to ensure that each Instruction is accurate and complete. While your Instruction may be checked or verified as part of the Service Provider's internal procedures, you confirm and agree that we are entitled to rely on the accuracy and completeness of any Instruction without any obligation to carry out any investigation or verification.
9.22 If you send an Instruction by 5:00pm (inclusive) on a Business Day, the Instruction will be deemed to have been received on that same Business Day. If you send an Instruction after 5:00pm (exclusive) on a Business Day or if you send an Instruction on a day that is not a Business Day, the Instruction will be deemed to have been received on the next Business Day. If you request to have a Payment Transaction executed on a specific day, on the last day of a certain period, or on the day on which you put funds at the disposal of the relevant Service Provider, your Instruction for that Payment Transaction will be deemed to have been received on that day so requested (the "agreed day").
9.23 You are not allowed to revoke an Instruction after it has been received in accordance with clause 9.23, except that:
a) in the case of Zeux initiating any Payment Transactions on your behalf, you are not allowed to revoke the order for the execution of that Payment Transaction after you have Instructed Zeux to initiate it, and
b) in the case of your Instruction being received on the agreed day as mentioned in clause 9.23, you are not allowed to revoke such an Instruction after the end of the Business Day preceding that agreed day.
You may be charged, at our discretion, a fee for revoking the relevant Instruction under this clause 4.6.
9.24 Your Instruction may be refused, in which case the reason for such refusal will be provided to you, unless doing so would compromise reasonable security measures of would be otherwise unlawful. You may be charged, at our discretion, a fee for such refusal where the refusal is reasonably justified.
9.25 For the purposes of this section, "In-Scope Transaction" refers to any Payment Transaction that is to be:
a) executed wholly within the qualifying area in Euro under a payment scheme which operates across the qualifying area,
b) executed wholly within the United Kingdom in sterling, or
c) executed wholly under a payment scheme which operates across the qualifying area and involving only currency exchange between the Euro and sterling, and for which the currency exchange is carried out in the United Kingdom and the cross-border transfer (if applicable) takes place in Euro;
and "Out-Scope Transaction" refers to a Payment Transaction that is not an In-Scope Transaction.
9.26 There are specific execution time and value date requirements, under the Payment Services Regulations, applicable to the In-Scope Transaction and certain Out-Scope Transaction, which vary depending on whether you act as the payer or the payee. The execution time and value date will be notified to you separately via the Zeux App with respect to each Payment Transaction.
9.27 For clarity, we make no guarantee or assurance that the beneficiary's payment service provider will make the funds available to the beneficiary on the day that it receives them.
9.28 If you Instruct us to initiate a Payment Transaction on your behalf, the non-execution or defective or late execution of that Payment Transaction is a matter solely between you and your other payment service provider where the relevant account is held, provided that we can prove that within our sphere of influence the Payment Transaction was authenticated, accurately recorded and not affected by any technical breakdown or other deficiency linked to such non-execution, defective or late execution.
9.29 When executing certain Payment Transactions such as wire transfers, we are required under the Money Laundering Regulations to send to the beneficiary's payment service provider certain of your information, including without limitation, your name, address, and Client Account number. You expressly consent to us sending this information, directly or (if there is any intermediary involved in the payment chain) indirectly, to the beneficiary's payment service provider.
9.30 We may at our discretion refuse to execute or suspend the execution of, any Payment Transaction if: (i) you have not satisfied your obligations under these Terms and Conditions (including a failure by you to provide accurate and complete Instruction); (ii) you do not have sufficient funds in your Account; or (iii) we believe on reasonable grounds that the Payment Transaction may be unlawful or that any crime such as fraud is being committed with respect to the Payment Transaction. In these circumstances, we will promptly notify you and explain, to the extent permitted under Applicable Law, the reasons for our refusal as well as the procedure for rectifying the matter that led to the refusal. We may at our discretion charge you a fee to cover our reasonable costs for doing this. For clarity, we may be prohibited under Applicable Law from notifying you of our refusal to execute a proposed Payment Transaction and if so, we will have no obligation to do so.
9.31 You must notify us without undue delay and in any event no later than One (1) week (in the case of you not being a Consumer, Micros-Enterprise or Charity) or 3 months (in any other case), after the debit date, if you believe that: (i) an Instruction is sent to us without your consent or authorisation; (ii) a Payment Transaction has been otherwise executed without your authorisation/consent; or (iii) a Payment Transaction has been executed incorrectly, defectively or failed to be executed. If you are late in notifying us, you will not be able to claim the relevant protection under the Payment Services Regulation for any such event, and we will not be liable for any loss you incur. We may at our discretion assist you in recovering or tracing the relevant Payment Transaction, but we may charge you a fee for providing such assistance.
9.32 If your Payment Transaction involves currency exchange, we will confirm the rate of exchange with you at the time of the Payment Transaction. This generally means that once the payment you send to us is confirmed by us, the exchange rate will be fixed at that time and you will not be exposed to the fluctuation of the relevant exchange rate other than by reason of any Force Majeure Event. You acknowledge that: (i) we are only able to confirm exchange rates during the opening hours of the relevant currency market; (ii) we may provide indicative or reference exchange rates outside such hours; and (iii) the actual exchange rate for the Payment Transaction may be different from the indicative/reference rates. In the event of any changes in the relevant exchange rates and notwithstanding anything to the contrary elsewhere in these Terms and Conditions, you agree that these may be applied immediately and without notice where any such changes are based on the indicative or reference exchange rates already provided to you, or the changes are more favourable to you.
10. Fees and Charges
10.1 You must pay the fees and charges as set out in Schedules 2 and 4, as applicable, in return for the provision of the Services to you.
10.2 With respect to any Payment Transaction, we will not deduct any fees or charges payable by you from the amount of that Payment Transaction except that if you are the beneficiary of that Payment Transaction, you agree that we may at our discretion deduct the relevant fees or charges from the amount of that Payment Transaction before crediting it to you; if we do so, we will provide a breakdown of the fees or charges so deducted and the amount of the Payment Transaction credited to you.
10.3 The beneficiary's payment service provider, or where one or more intermediaries are involved in the processing of a Payment Transaction (such as an international transfer), such intermediaries, may deduct a charge or fee from the amount received. You confirm and agree that you will be liable for any such charges or fees. We will ensure, to the extent possible, that such charges are disclosed to you prior to us executing the Payment Transaction. You should ensure that you clearly specify how third-party fees and charges should be treated when providing us with any Payment Order. We will not under any circumstances be liable for any direct or indirect losses that results from any such third-party fees or charges.
Schedule 1 - Definitions
In addition to those capitalised terms already defined in the relevant provisions above, the following terms have the meaning given to them below:
Account or Client Account
refers to either a Premium Account or a Business Account, as the case may be.
means any laws, regulations, requirements, rules, directions, judgements, guidance, or guidelines that apply to a party to these Terms and Conditions or their respective business, including without limitation the FCA Rules, the Payment Services Regulations and the E-Money Regulations.
means Applicable Law relating to anti-money laundering and counter-terrorist financing requirements including those under the Money Laundering Regulations.
means any person authorised by you to access on your behalf of any of the Services, including using of any Zeux Card.
means any calendar day where the banks in the United Kingdom typically open for business, other than Saturday, Sunday, any bank holiday or other officially declared holiday.
means an e-money account opened and maintained by Modulr, for which only businesses (as determined by Modulr) are eligible and to which are attached (as determined by Modulr) certain functions and facilities including: a physical Zeux Card linked to it (provided at no extra cost); sending and receiving money transfers in the United Kingdom; receiving (but not sending) money transfers from outside the United Kingdom; and dedicated customer support (the details of which will be provided to you separately).
refer to any of the limits on the Zeux Card as set out in Schedule 2.
refers to "charity" as defined in Article 2(1) of the Payment Services Regulations, which is in summary, a charity whose annual income is less than £1 million.
means any person who enters into these Terms and Conditions and is alternatively referred to as "you" or "your".
means all information of a confidential nature and trade secrets disclosed by or on behalf of one party to the other party or communicated between them in any medium and by any method under these Terms and Conditions, including know-how, intellectual property right, business, and financial information. To clarify, Confidential Information includes the entry into of these Terms and Conditions and any transaction entered into and/or Services provided to you hereunder.
refers to "consumer" as defined in Article 2(1) of the Payment Services Regulations, which is in summary: an individual who is acting for purposes other than a trade, business, or profession.
Electronic money or E-Money
refers to "electronic money" as defined in Article 2(1) of the Electronic Money Regulations, which is in summary: electronically (including magnetically) stored monetary value which (a) is issued on receipt of funds; (b) is accepted by a person other than the electronic money issuer; and (c) is not otherwise excluded. Further, “issuing” e-money has the same meaning as used in the Electronic Money Regulations.
means the Electronic Money Regulations 2011, as amended from time to time.
Data Protection Requirements
means all laws, regulations, rules, and requirements relating to protection of person data including General Data Protection Regulation 2016/679 as retained in UK law following UK's withdrawal from the EU and as amended from time to time.
means the requirements, directions, guidance, and guidelines issued by the FCA as applicable to a party to these Terms and Conditions or their respective business.
Financial Conduct Authority or FCA
means the Financial Conduct Authority or any successor thereof.
Financial Services and Markets Act
means the Financial Services and Markets Act 2000 as amended from time to time.
means any government authority, including any law enforcement agency or court of law, that has competent jurisdiction over a party to these Terms and Conditions.
means any instruction, order or direction issued by you to us in writing in connection with any of the Services.
refers to "micro-enterprise" as defined in Article 2(1) of the Payment Services Regulations, which is in summary: an enterprise which employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million.
Money Laundering Regulations
means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended from time to time.
Payment Services Regulations
means the Payment Services Regulations 2017, as amended from time to time.
means "payment transaction" as defined in Article 2(1) of the Payment Services Regulations, which is in summary: an act initiated by the payer or payee, or on behalf of the payer, of placing, transferring or withdrawing funds.
means an e-money account opened and maintained by Modulr, and to which are attached (as determined by Modulr) certain functions and facilities including: a physical Zeux Card linked to it (provided at no extra cost); sending and receiving money transfers in the United Kingdom; receiving (but not sending) money transfers from outside the United Kingdom; and dedicated customer support (the details of which will be provided to you separately).
means those as defined in Article 2(1) of the Payment Services Regulations, which are in summary: a) account information service; b) payment initiation service; c) operation of a payment account, including placing funds on or withdrawing funds from the account; d) execution of payment transactions (no credit line); e) issuing and/or acquiring payment instruments; f) money remittance.
refers to those activities specified under the Regulated Activities Order.
Regulated Activities Order
Means the Financial Services and Market Act (Regulated Activities) Order 2001 as amended from time to time.
Relevant Payment Account
refers to any "payment account" as defined in Article 2(1) of the Payment Services Regulations and as further specified in clause 9.2.
include the provision of e-money account, issuance of payment card, processing or facilitating the processing of payment transactions, transfer of money, currency conversion, account information, payment initiation, introduction or arranging of certain investment products, any ancillary services, or products in connection with the aforementioned and any other services or products as agreed between you and us from time to time. For clarity, some of the Services constitutes payment services, issuing e-money or regulated activities under the Payment Services Regulations, the E-Money Regulations and the Regulated Activities Order respectively.
means a VISA payment card linked to an Account, that functions as a payment instrument to spend the monetary value as stored in the Account.
refers to the mobile application branded as such and available for download in Apple's App Store and Google's Play Store, and that is used for the purposes of accessing the Services or other matters relating to these Terms and Conditions.
Schedule 2 – Fee and Account
Part 1 - Fees
1) Fees relating to Premium Account
Amount (in GBP or £)
Setup fee (one-time)
Monthly subscription fee
Fee for international transfers (Sender or receiver being non-UK person)
£50 (for any single transfer of less than £10,000)
0.5% of the transaction amount (for any single transfer of £10,000 or more)
(i) The monthly subscription fee will be debited from your Premium Account every 30 calendar days after the date your Premium Account is opened (each a "Subscription Period"), throughout the Term. If your relationship with us is terminated or your Premium Account is closed, and the last remaining Subscription Period is less than 30 calendar days, the monthly subscription fee will be pro-rated. This monthly subscription fee is non-refundable under any circumstances including any termination or expiry of our relationship.
(ii) It is your responsibility to ensure that there are sufficient balance standing to the credit in your Premium Account to pay the monthly subscription fee and to meet the minimum account balance requirements as set out in Part 2 of this Schedule 2.
(iii) In the event that there is insufficient balance in your Premium Account to pay your monthly subscription fee, we will send you a notification and you must pay the fee within 5 calendar days of this notification. If the fee has not been paid within 21 calendar days of it becoming due and we have not agreed to give you any extension, we may at our discretion: suspend or close your Premium Account; suspend or terminate our relationship with you; or suspend or refuse the provision of any Services under these Terms and Conditions.
2) Fees relating to Business Account
Amount (in GBP or £)
Setup fee (one-time)
Monthly subscription fee (general business)
Monthly subscription fee (other)
Fee for international transfers (Sender or receiver being non-UK person)
£50 (for any single transfer of less than £10,000)
0.5% of the transaction amount (for any single transfer of £10,000 or more)
(i) The setup fee and monthly subscription fee depend on the nature of your business. The figures provided above are for reference only and the final fees will be confirmed with you upon our acceptance of your application for a Business Account.
(ii) The monthly subscription fee (once confirmed in accordance with point (i) above) will be debited from your Business Account every 30 calendar days after the date your Premium Account is opened (each a "Subscription Period"), throughout the Term. If your relationship with us is terminated or your Business Account is closed, and the last remaining Subscription Period is less than 30 calendar days, the monthly subscription fee will be pro-rated. This monthly subscription fee is non-refundable under any circumstances including any termination or expiry of our relationship.
(iii) It is your responsibility to ensure that there is sufficient balance standing to the credit in your Business Account to pay the monthly subscription fee and to meet the minimum account balance requirements as set out in Part 2 of this Schedule 2.
(iv) In the event that there is insufficient balance in your Business Account to pay your monthly subscription fee, we will send you a notification within 5 calendar days of such event. You must pay the outstanding amount by the 21st calendar day of this notification; if not (and subject to any extension we may grant you), we may at our discretion: suspend or close your Business Account; suspend or terminate our relationship with you; or suspend or refuse the provision of any services under these Terms and Conditions.
(v) Where you request the following additional Services, the fees are as set out below for each such Service:
· Company registration fee: £200 (which is for incorporating a UK limited company and registering it with the Companies House).
· Referral services: We may introduce to you, as requested by you, certain other services, including without limitation, accounting services, property management services or legal services. All such services will be provided by third parties with which you will need to enter into separate contracts; we are not responsible in any way for any of such services. We will charge a fee as agreed with you with respect to the introduction only.
Part 2 - Account Requirements
A. Minimum requirements for Client Account
1) You must maintain, at all times throughout the Term or for as long as you have a Client Account, a minimum monetary value of pound sterling £1,000 (the "Minimum Threshold") standing to the credit of your Account. To clarify, when you top up your Account, an equal amount of monetary value (i.e., e-money) will be credited to your Client Account but the actual funds paid in exchange for such e-money will be safeguarded by Modulr as required under the E-Money Regulation.
2) In the event that your Client Account balance falls below the Minimum Threshold, we will send you a notification within 5 calendar days of the occurrence. You must make up the shortfall by the 30th day of the notification; if not (and subject to any extension we may grant you), we may at our discretion: suspend or close your Client Account; suspend or terminate our relationship with you; or suspend or refuse the provision of any services under these Terms and Conditions.
3) You must comply with the following spending limits on any Zeux Card provided to you (each a "Card Limit"):
(i) Limits on ATM withdrawals
Maximum amount (in GBP)
Rolling 31-day period
Rolling 365-day period
(ii) Limits on point-of-sale transactions
Maximum amount (in GBP)
Rolling 31-day period
Rolling 365-day period
Schedule 3 – Additional Terms
This Schedule 3 applies only in relation to the Investment Services as defined below. References to “we”, “us” and “our” are to Zeux Limited.
1. Zeux Limited ("Zeux") is authorised and regulated by the Financial Conduct Authority with firm reference number 813029 and whose FCA authorisation covers, amongst others, arranging deals in specified investments and making arrangements with a view to transactions in certain specified investments (together, the "Investment Services"). The term "specified investments" here include (amongst others) the following: certificates representing certain security; debenture; government and public security; unit in collective investment scheme; rights to or interests in those investments.
2. We are only able to arrange or make arrangements for you to engage in or enter into the relevant transactions, products or services (collectively “Relevant Investments”) provided by third party providers, but you yourself are responsible for: any decision to enter into any Relevant Investment, any consequences of entering into them including without limitation any related profit and loss and any other matters relating to your relationship with the provider of such Relevant Investments. Please note that we will not and are not permitted to provide you with any advice or recommendation with respect to any Relevant Investments. If you have any questions about the Relevant Investment itself, you may consider seeking advice or assistance from your own financial adviser.
3. We are required under the FCA Rules to categorise you as either a "retail client" or a "professional client" (each as used in the FCA Rules). For these purposes, you must provide us all information we reasonably request so that we can perform such categorisation. If you do not provide the relevant information or if the information you provide is incomplete or inaccurate, we may not be able to categorise you and accordingly we may not be able to provide you with any Investment Services. We will notify you of your categorisation before providing you with any Investment Services.
4. If you are categorised as a "professional client" (as defined in the FCA Rules), you have the right to request to be re-categorised as a "retail client" with respect to a specific matter or generally for all Investment Services to be provided to you. We will consider such a request but we may at our discretion decline to make such re-categorisation. We will promptly notify you of our decision.
You as our client
5. If, in relation to any Investment Services, you are acting on behalf of another person (P), you must notify us of this fact and we will treat you as our client only. We will have and we accept, no obligations nor liabilities towards P.
Certain FCA requirements
6. We are required under the FCA Rules to provide you with certain information including without limitation risk warnings on the Relevant Investments in which you are interested. You consent to us providing all such information through our website or the Zeux App. You further confirm and represent that you have regular access to the Internet and that you are familiar with accessing our website and the Zeux App.
7. We are required under the FCA Rules to manage any conflicts of interest between you and us and between you and another client of ours. We have a conflicts of interest policy which sets out the relevant internal procedures and processes. We can provide further detail on our conflicts of interest policy if you request.
8. In certain circumstances as set out in the FCA Rules, we may need to assess whether or not a Relevant Investment requested by you is appropriate for you. For these purposes, we will ask you for information on your knowledge and experience with respect to the Relevant Investment or similar product and we are entitled to rely on such information you provide to us. If you do not provide the information or if the information provided by you is incomplete or inaccurate, we may not be able to make the assessment and we will notify you accordingly. Where we assess the Relevant Investment to be appropriate for you, we are under no obligation to but we may choose to notify you; where we assess the Relevant Investment to be not appropriate for you, we will notify you. To clarify, if we choose to notify you that the Relevant Investment has been assessed by us to be appropriate, this is not intended and must not be taken as a recommendation for you to enter into the Relevant Investment or otherwise to commit yourself. It is entirely and solely your decision whether or not you choose to enter into the Relevant Investment.
9. Please be aware that:
a) The investment products or services or links to those that may be displayed on our website or in the Zeux App are not provided by us but by third parties over whom we do not have control; they are displayed for information purposes only and the description of these products/services may not be complete or up to date. We do not endorse, recommend nor accept responsibility for, such third parties, their products or services, their websites, or any information, opinions or views given or provided by such third parties (whether on their websites or otherwise). You should always check the suitability, adequacy and appropriateness of the product/service that is of interest to you. It is your responsibility to satisfy yourself that you wish to engage in or enter into any Relevant Investment. If you are in any doubt, you should seek independent professional advice before taking any action.
b) As a general warning, the value of any investment can fall as well as rise, and you may not get back the full amount invested; past performance is not a guide to future performance. For clarity, other than the relevant arranging and introduction, we will not be involved in your engagement with the relevant third-party provider. The engagement, any Relevant Investment, the performance, or administration thereof will solely be a matter between you and the relevant third-party provider, and we accept no responsibility for those.
Costs and charges
10. We will separately provide you with the details on the costs/charges for the Investment Services before those services are provided to you.
11. In certain circumstances and to the extent permitted under the applicable FCA Rules, we may receive fees, commissions, or other non-monetary benefits (together, "third party benefits") from third parties in connection with the relevant Investment Services. If so, we will disclose the details of such third-party benefits to you as required under the FCA Rules.
12. If you are paying us (such as fees owed by you) through a third party acting on your behalf, you must notify us in advance and provide the relevant details such as the name of the person acting on your behalf and the extent of such person's authority in acting for you.
MODULR INTRODUCED CLIENT TERMS OF BUSINESS
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:
1.1. In these Introduced Client Terms of Business: (a) a reference to a clause is a reference to a clause in these Introduced Client Terms of Business; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. Modulr Products
2.1. Modulr will make available to the Introduced Client such products that are provided to the Partner Platform and, as described by Partner Platform in the application process.
2.2. The 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.
2.3. The Introduced Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).
2.4. The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen, or compromised.
2.5. From time-to-time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners, and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.
2.6. The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Modulr discontinuing the provision of the Modulr Products as set out in clause 6.4.
2.7. The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.
3. Authorised Users
3.1. Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.
3.2. The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User.
3.3. Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.
3.4. The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.
3.5. The Introduced Client shall ensure its Authorised Users;
3.5.1 take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and
3.5.2 do not share any information that would enable another party to access the Introduced Client’s Account.
3.6. The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.
3.7. The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had one full Business Day to act on any received notice. This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform.
3.8. Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User. In this instance if additional Authorised Users are required, they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.
4. Accessing Modulr Products through a Partner Platform
4.1. In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing, and retrieving Transaction data, initiating refunds, and closing the Account.
4.2. The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability, or quality of any Partner Platform.
4.3. The Introduced Client acknowledges and agrees to the following:
4.3.1. it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
4.3.2. the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
4.3.3. it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
4.3.4. the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
4.3.5. the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and
4.3.6. it will only use the Account for the purpose set out in the Partner Platform Agreement.
4.4. On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions.
4.5. If the Introduced Client has any complaint or concern relating to the Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.
5. Customer Services
5.1. The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users, Cardholders or Transaction information so that it can verify the identity of an Authorised User, the Cardholder and/or the Modulr Products provided to such Introduced Client.
5.2. Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.
5.3. As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.
Fees shall be paid by the Partner Platform. No further fees payable by the Introduced Client.
7. Term and Termination
7.1. This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.
7.2. The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
7.3. Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
7.4. Modulr may 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.
7.5. This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
7.6. Modulr may terminate or suspend this Agreement in whole or in part immediately by giving written notice to the Introduced Client if Modulr ceases to provide Cards pursuant to the provisions of Schedule 1.
7.7. On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr FS such amount equal to the negative balance.
8. Intellectual Property
8.1. The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement.
8.2. Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.
9. Force Majeure
9.1. Modulr 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 lightning damage, or other causes over which Modulr and/or Modulr FS has no reasonable control.
10. Assignment Transfer and Subcontracting
10.1. The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign, or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr.
10.2. The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement.
10.3. In the event of any transfer of this Agreement by Modulr to another service provider; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer Services. On receipt of such notification, Modulr it will terminate this Agreement. Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.
10.4. 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.
11.1. 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.
11.2. Modulr and Modulr FS makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
11.3. The Introduced Client acknowledges and agrees that Modulr 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 wilful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced Client.
11.4. Modulr 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.
11.5. 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.
11.6. 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.
12.1. Modulr may make available certain management or other reporting or business administration functionality via the Website.
12.2. Modulr may from time to time amend, modify, replace, or withdraw in whole or in part such reporting it provides without further notice.
13. Data Privacy
13.1. Modulr will collect and retain personal information about the Introduced Client and each Authorised User 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.
13.2. Modulr processes personal information in accordance with relevant laws on the protection of personal data.
13.3. If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data.
14. Changes to the Agreement
14.1. 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.
14.2. The Introduced Client has no obligation to accept such amendments proposed by Modulr.
14.3. The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect. In such circumstance, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions. In this circumstance the Introduced Client will not be charged a fee for the Account closure and return of any balance.
15.1. In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.
15.2. Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time.
15.3. In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.
15.4. The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.
15.5. This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
15.6. This Agreement is governed by the laws of England and the Introduced Client agrees to the non-exclusive jurisdiction of the English courts.
Schedule 1: Card Obligations
1.1. The terms of Schedule 1 shall apply where Virtual Cards and/or Physical Cards are included within the Modulr Products.
2. Transactions Disputes and Chargebacks
2.1. For the purposes of these Introduced Client Terms of Business, a “Chargeback” means a refund of a Card Transaction after the Introduced Client (or Modulr FS on its behalf) successfully disputes the Card Transaction as permitted by the Card Scheme rules.
2.2. The Introduced Client shall provide Modulr all relevant information in relation to Virtual Card Transaction as may be required by Modulr to resolve the dispute in accordance with applicable law and, where applicable, to raise a Chargeback in accordance with Card Scheme rules.
2.3. The Introduced Client agrees that Card Scheme’s decision on the validity of the Chargeback is final and binding and that in the event a Chargeback is not successful or is subsequently reversed the Introduced Client will be liable for the amount of the disputed Card Transaction.
2.4. Modulr shall at its discretion not refund a Chargeback to the Introduced Client until the relevant challenge periods have passed under the relevant Card Scheme rules unless it is required to do so under relevant law or regulation.
3. Cardholders of Physical Cards
3.1. Where Physical Cards are made available to the Introduced Client as part of Modulr Products, Introduced Client will be able to designate individuals as Cardholders permitted to use Physical Cards.
3.2. The Introduced Client must notify Modulr of all individuals it wishes to be Cardholders and shall not permit any other person to use Physical Cards.
3.3. The Introduced Client shall be responsible for ensuring that each Cardholder is informed of the Modulr Account Terms and Conditions as they apply to Physical Cards and the Introduced Client shall ensure that the Cardholder complies with them.
3.4. The Introduced Client shall ensure its Cardholders take all reasonable care to keep any security credentials relating to the use of Physical Cards, such as PIN or any access or similar codes, where applicable, confidential and in accordance with the Modulr Account Terms and Conditions.
3.5. The Introduced Client acknowledges and agrees that each Cardholder is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by a Cardholder with respect to Physical Card Transaction as an instruction given by the Introduced Client and the Introduced Client shall be responsible for all actions and the use of Physical Cards by any Cardholder.
3.6. In the event of any changes to this Agreement and/or Modulr Account Terms and Conditions, or if the Introduced Client’s Account and/or Physical Card is suspended, cancelled or terminated, it is the Introduced Client’s responsibility to communicate any such changes and/or any information regarding the suspension, cancellation or termination to each Cardholder.
4. Withdrawal of Cards; Change of Card Scheme
4.1. Modulr reserves the right to:
4.1.1. cease providing Cards as part of Modulr Products for any reason;
4.1.2. provide Cards issued under a different Card Scheme.
5. Replacement Cards and Cash
5.1 Please refer to Annex 1.2 for more details.
Additional Terms and Conditions for Card Schemes cards issued by Modulr FS Ltd
1. General/Card Issuance
These Terms and Conditions (“Agreement”) apply to you (“Cardholder”, “you”, “your”) as the holder of the personal, non-transferable Card Schemes branded, physical card (the “Card”) issued by Modulr FS Ltd. (“Issuer”, “we”, “us”, “our”) an FCA authorised Electronic Money Institution (FRN 900573), a company registered in England and Wales under company number 09897957, with Registered Office at 1 Hammersmith Broadway, London, United Kingdom, W6 9DL issuer of electronic money (“e-money”).
The Cardholder shall be deemed to accept the Agreement by using the Card. The Card shall remain the property of the Issuer and will be delivered by the Issuer or, on behalf of the Issuer, by a third party. The Cardholder is liable for paying all the applicable fees arising from using the Card under this Agreement. The Card charges and fee table (” Table”) is set out below.
If you have requested a physical payment card, the Card will be sent to you by post. You must keep it in a safe place and protect it against unauthorised access or use by third parties. You will be required to activate your card by following the instructions received with your card. The Agreement, excluding Section 5, will terminate on the expiry date printed on the Card (“Expiry Date”) unless the card is auto-renewed. In this instance the T&C’s will remain valid unless the Card is cancelled. The Cardholder shall inform the Card Distributor immediately and in writing of any changes to its personal data or address.
2. Validity/Spending Limit
The Card shall remain valid until the Expiry Date. If you receive a physical payment card, you must sign the Card as soon as you receive it. If the Card is replaced, the balance of the old Card shall be transferred to the new Card, after the deduction of any applicable fees, as indicated in the Table below. Any available funds on the Card do not earn any interest. We have the right to review and change the loading and spending limits on the Card at any time and will notify you accordingly.
3. Use of Card
The Card can only be used up to the amount of the funds available in your account. Should the amount nevertheless be exceeded, you shall repay the excess amount immediately and in full to us. It is your responsibility to ensure that there are sufficient funds on the account to cover any spend, allowing for any foreign exchange fees and other applicable fees and charges under the Agreement. In order to start using the Card, you may be required to activate it as instructed on the card carrier.
You may purchase goods and services from affiliated merchants, by giving the Card details to the merchant over the Internet or telephone or using (for physical cards) the PIN or for lower amounts by using a contactless facility if your card displays the contactless identifier, (programme/merchant dependent). Depending on your card programme you may or may not use the Card for cash back facilities offered by some merchants. You should memorise and destroy the PIN-holder when you receive it. If you need to write the PIN down for future reference, you must never keep it with the Card nor disclose it to anyone, not even us. If you have not protected your PIN and your Card is used without your knowledge using the correct PIN, this may be classed as negligence for the purposes of Section 6.
We will be entitled to assume that a transaction has been authorised by You where (i) the magnetic strip on the Card was swiped by the retailer or the Card was inserted into a chip & PIN device; (ii) the PIN was entered or a sales slip was signed; (iii) relevant information was supplied to the merchant [or a payment initiation service provider] that allows them to process the transaction, for example, providing the retailer with the 3-digit security code on the back of the Card in the case of an internet or other non face-to-face transaction; or (iv) the Card is tapped against a Contactless-enabled reader and accepted by such reader.
Should your Card Scheme or programme allow, you may also withdraw (with your physical card) cash advances from authorised banks worldwide, use your card for cash back (programme/merchant dependent), or with the Card and the PIN, you may also make cash withdrawals from automatic teller machines (ATMs). The amount in cash that may be withdrawn shall be set by us in each individual case, irrespective of the Card spending limit. We may charge a fee for withdrawals of cash as indicated in the Table. [Some ATMs may charge an additional fee, which is not included in the Table, however, will apply on top of the fees set out in the Table below.]
As instructed by the merchant, by signing the appropriate voucher when using the Card, by using the PIN or the contactless facility, or by giving the Card details to the merchant over the Internet or telephone, you acknowledge the correctness of the amount and authorise the transaction. Once you have authorised a transaction, the transaction cannot be stopped or revoked. You may in certain circumstances be entitled to a refund in accordance with the Agreement.
On receipt of notification of your authorisation of a transaction and the transaction payment order from the merchant and/or authorised bank, normally we will deduct the value of the transaction, plus any applicable fees and charges, from the available funds in your account. We will execute the transaction by crediting the account of the merchant’s bank (or other payment service provider) by the end of the next business day following the notification. If the notification is received on a non-business day or after 4:30 pm on a business day, it will be deemed received on the next business day.
We reserve the right not to honour any transactions which do not comply with the Agreement. We are not liable if, for any reason, the affiliated merchants or authorised banks do not accept the Card, or accept it only partly, nor are we liable in the case of late delivery of, or failure to deliver, goods or services. In the event of disputes or complaints of any kind concerning goods or services, or the exercise of any right in this connection, you should contact the affiliated merchant and/or authorised bank. In particular, you shall not be released from your obligation to pay us the amounts shown on the e-statement in case of any disputes that may arise. The Card is an e-money product and as such it is not covered by the Financial Services Compensation Scheme. You may only use the Card for lawful transactions.
4. Processing of Transactions/Transaction Statement
All card transactions are displayed within the mobile application. Each transaction will state the date, time, and transactional amount. For card usage conducted in other currencies (other than the currency of the Card), you shall accept the exchange rate used by Card Scheme. . You may consult information on the applicable exchange rate after such change on the website of Visa Europe using the following link (http://www.visaeurope.com/en/cardholders/exchange_rates.aspx), or a link to which it refers. Changes in the exchange rate more favourable for you, are applied without prior notification.
Upon the expiry of the Card and termination of the Agreement, you may redeem all of the available funds on the Card free of charge, however, if you terminate the Agreement and make a redemption request before the Expiry Date, you will be charged a redemption fee in accordance with section 15. If you request redemption of the entire remaining balance, we will assume that it is your intention to terminate the Agreement and will cancel the Card.
We will deduct any redemption fee payable to us from the available funds on the Card and will normally issue a cheque made payable to you (posted to the address we have on record for you) or make an electronic transfer to a bank account that you nominate for the amount of the remaining available funds on the Card following the deduction of the redemption fee. We will not complete your redemption request if we believe you have provided false information, we are concerned about the security of a transaction, if the Card is not in good standing, or if there are insufficient available funds to cover the redemption fee.
If for any reason you have some available funds left following the termination of the Agreement, you may redeem them in full up to 6 years following the termination. As long as there are available funds, we will charge you an administrative fee for maintaining the funds in accordance with section 9 and a redemption fee if you request redemption more than one year after the termination.
We will only redeem funds to a European Economic Area bank account under your name and only after you demonstrate, to our satisfaction, that you are the holder of the account.
6. Loss of the Card/Transaction Refunds
As soon as you become aware of any loss, theft, misappropriation, or unauthorised use of the Card, PIN, or other security details, you must notify Zeux as soon as possible by emailing email@example.com with the subject line “Unauthorised/Lost/Stolen card” and incident details. To deal with your incident, securely and effectively, you will be required to verify your identity. In the event of theft, you must also report the theft to the police.
In the event a Physical Card is lost or stolen, we shall also immediately notify Modulr Customer Services. Modulr will replace the lost or stolen Physical Card in accordance with the Modulr Account Terms and Conditions.
For certain Card types, Modulr can provide a Cardholder with an emergency replacement of a lost or stolen Physical Card (“Emergency Card Replacement”). The Cardholder must inform us and we will contact Modulr on the Cardholders behalf, and Modulr shall provide Cardholder with a temporary Emergency Card Replacement in accordance with the rules set out by the Card Scheme, either by courier (at a cost to Partner Platform) or for pick up at a location designated by Modulr (“Emergency Service Location”) during Modulr’s normal business hours.
In case of non-authorisation of a particular transaction or if a transaction was incorrectly carried out, in order to get a refund, you must contact us as soon as you notice the problem by calling the number in the back of your Card. We will as soon as practicable, (and no later than close of business on the business day after the day the refund was requested) refund any transaction deemed to be unauthorised and any associated transaction fees and charges payable under the Agreement subject to the rest of this section 6. If the refund request is received on a non-business day or after 4:00 pm on a business day, we will make the refund at the beginning of the next business day.
If it is determined that the card was compromised due to negligence on Your part or that You acted in a fraudulent manner a full investigation will take place before any refund can be made. If we are liable for an incorrectly executed transaction, we will refund without undue delay the transaction and any associated transaction fees and charges payable under the Agreement. Depending on the circumstances, we may require you to complete a dispute declaration form. If it is determined that the card was compromised due to negligence on your part, or the outcome of an investigation determines that you have acted in a fraudulent manner, a refund will not be applicable. We may conduct an investigation either before or after any refund has been determined or made. We will let you know as soon as possible the outcome of any such investigation. If a transaction initiated by a merchant (for example, this happens when you use the Card in a shop) has been incorrectly executed and we receive proof from the merchant’s payment service provider that we are liable for the incorrectly executed transaction, we will refund as appropriate and immediately the transaction and any associated transaction fees and charges payable under this Agreement. We are not liable for any incorrectly executed transactions if we can show that the payment was actually received by the merchant’s payment service provider, in which case they will be liable.
We execute transactions in accordance with the transaction detail received. Where the detail was provided to us by you and it was incorrect, we will not be liable for incorrectly executing the transaction, but we will make reasonable efforts to recover the funds involved. In such a case we may charge you a reasonable fee to cover our administration costs, of which we will notify you in advance.
If you receive a late payment from another payment service provider (e.g. a refund from a retailer’s bank) via us, we will credit the Card with the relevant amount of any associated fees and charges so that you will not be at a loss.
We will limit your liability to £35 for any losses incurred in respect of unauthorised transactions subject to the following:
(i) You will be liable for all losses incurred in respect of an unauthorised transaction if you have acted fraudulently, or have intentionally or with gross negligence failed to: (a) look after and use the Card in accordance with the Agreement; or (b) notify us of the problem in accordance with this section 6.
(ii) Except where you have acted fraudulently, you will not be liable for any losses: (a) incurred in respect of an unauthorised transaction which arise after your notification to us; (b) arising where you have used the Card in a distance contract, for example, for an online purchase; (c) arising where the loss, theft or misappropriation of the Card was not detectable by you before the unauthorised transaction took place; (d) where we have failed to provide you with the appropriate means of notification; (e) arising where we are required by law (anticipated to apply from 14 September 2019) to apply Strong Customer Authentication but fail to do so. We are required to provide Strong Customer Authentication when you access online account, either directly or through an account information service provider (“AISP”), when you initiate an electronic transaction, directly [or when you initiate a remote electronic transaction through a payment initiation service provider (“PISP”)], or when you carry out any action through a remote channel which may imply a risk of payment fraud or other abuses. Where “Strong Customer Authentication” means authentication based on the use of two or more elements that are independent, in that the breach of one element does not compromise the reliability of any other element, and designed in such a way as to protect the confidentiality of the authentication data, with the elements falling into two or more of the following categories: (a) something known only by You (“knowledge”), (b) something held only by You (“possession”); (c) something inherent to You (“inherence”); it is used to make transactions more secure.
If our investigations show that any disputed transaction was authorised by you or you may have acted fraudulently or with gross negligence, we may reverse any refund made and you will be liable for all losses we suffer in connection with the transaction including but not limited to the cost of any investigation carried out by us in relation to the transaction. We will give you reasonable notice of any reverse refund.
In certain circumstances we may refuse to complete a transaction that you have authorised. These circumstances include:
- if we have reasonable concerns about the security of the Card or suspect the Card is being used in a fraudulent or unauthorised manner;
- if there are insufficient funds available to cover the transaction and all associated fees at the time that we receive notification of the transaction, or if there is an outstanding shortfall on the balance of the Card;
- if we have reasonable grounds to believe you are acting in breach of the Agreement;
- if there are errors, failures (mechanical or otherwise) or refusals by merchants, payment processors or payment schemes processing transactions, or
- if we are required to do so by law.
Unless it would be unlawful for us to do so, where we refuse to complete a transaction, we will notify you as soon as reasonably practicable that it has been refused and the reasons for the refusal, together, where relevant, with the procedure for correcting any factual errors that led to the refusal. Where the refusal is reasonably justified, we may charge you Refusal Fee when we notify you that your payment request has been refused.
You may also claim a refund for a transaction that you authorised provided that your authorisation did not specify the exact amount when you consented to the transaction, and the amount of the transaction exceeded the amount that you could reasonably have expected it to be taking into account your previous spending pattern on the Card, the Agreement, and the relevant circumstances.
Such a refund must be requested from us within 8 weeks of the amount being deducted from the Card. We may require you to provide us with evidence to substantiate your claim. Any refund or justification for refusing a refund will be provided within 10 business days of receiving your refund request or, where applicable, within 10 business days of receiving any further evidence requested by us. Any refund shall be equal to the amount of the transaction. Any such refund will not be subject to any fee.
7. Blocking of the Card
We may block the Card, in which case you will not be able to use it for any transactions, if we have reasonable concerns about the security of the Card or suspect the Card is being used in a fraudulent or unauthorised manner. We will notify you on our behalf of any such blocking in advance, or immediately after if this is not possible, and of the reasons for the suspension unless to do so would compromise reasonable security measures or otherwise be unlawful. We will unblock the Card and, where appropriate, issue a new Card, PIN, and other security features free of charge as soon as practicable once the reasons for the suspension cease to exist.
8. Data Protection
To comply with applicable, Know-Your-Client-rules and Anti-Money Laundering Regulations, the Bank, the Issuer, the Card Distributor and/or any other business partner (the Partner) who will introduce the Cardholder to the Card Distributor and the Issuer, shall be entitled to carry out all necessary verifications regarding the Cardholders identity. The above-mentioned Partner and the Card Distributor may use a recognised agency for this verification purposes (details of the agency used will be provided to you on request). In this respect, the Cardholder’s personal data will be transferred to the Card Distributor and the Issuer and will be processed also outside the United Kingdom.
Except where provided otherwise in the Agreement, you shall send any information, communications or notifications using the information in section 15. Correspondence received after 5 pm or on a non-business day will be treated as having been received on the following business day. You require access to the Internet in order to manage the Card. We will send any information, communications or notifications to your e-mail address registered with us. Any changes to your address, e-mail, telephone number or other personal data we hold about you must be notified by you immediately and in writing in accordance with this section 10.
The Agreement and all communications will be in English. You may request a copy of the Agreement free of charge at any time during the contractual relationship. If we need to contact you in the event of suspected or actual fraud or security threats, we will first send you an SMS or email prompting you to contact our customer services team using the contact information we have been supplied with.
10. Changes to the Agreement/Termination
We reserve the right to amend the Agreement for any reason by giving you a two-month notice, such notice being communicated via e-mail. You will be deemed to have accepted the changes if you raise no objection prior to the expiry of the notice. If you do not wish to accept the changes, you may terminate the Agreement immediately and without charge at any time prior to the expiry of the notice, but in any case, the Agreement will automatically terminate at the end of the notice period if you do not accept the changes. At all other times you may terminate the Agreement at any time by giving a one-month notice in writing to us at firstname.lastname@example.org and in accordance with section 10.
11. Governing Law and Jurisdiction
The Agreement, and your relationship with us under the Agreement, will be governed by the law of England and Wales. The parties agree to submit to the jurisdiction of the courts of England and Wales to resolve any legal matter arising from the Agreement. However, if you are resident in Scotland, you may use the courts of Scotland, and, if you are resident in Northern Ireland, you may use the courts of Northern Ireland.
In case you would like to make a complaint, please contact us using the contact details in section 14 so we can resolve the issue. We will promptly send you a complaint acknowledgement and a copy of our Complaints Procedure. You may also request a copy of our Complaints Procedure at any time. Details of our Complaints Procedure can also be found on our website. You agree to cooperate with us and provide the necessary information for us to investigate and resolve the complaint as quickly as possible.
We will endeavour to handle your complaint fairly and quickly, however, if you are not satisfied with the outcome, you may contact the Financial Ombudsman Service at Exchange Tower, London E14 9SR; telephone: 0800 023 4567 or 0300 123 9 123; website: http://www.financial-ombudsman.org.uk; and e-mail: email@example.com.
13. Balance Enquiries
Please refer to the Zeux mobile app for your latest balance otherwise, email firstname.lastname@example.org
14. Contact Details
You may contact Zeux for any questions related to your card at email@example.com
15. Third Party Payment Service Providers
This section 15 applies when you use the services of an AISP [or a PISP]. In order for us to allow connection to a Third-Party Payment Service Provider you will be required to verify and agree to give permission for them access to your account via a Third Party AISP [or a PISP]. We may deny an AISP [or PISP] access to the online account connected to the Card for reasonably justified and duly evidenced reasons relating to unauthorised or fraudulent access to the online account by that AISP [or PISP, including the unauthorised or fraudulent initiation of a transaction]. If we do deny access in this way, we will notify you of the denial and the reason for the denial in advance if possible, or immediately after the denial of access, unless to do so would compromise reasonably justified security reasons or is unlawful. We will allow AISP [or PISP] access to the online account once the reasons for denying access no longer apply.
Payment by card in the UK
Payment by card abroad (outside of the UK)
ATM withdrawals in the UK
ATM withdrawals abroad (outside of the UK)
*Note: some fees may be charged by ATM operators.
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.
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.
Chargeback has the meaning given to it in Schedule 1 of the Introduced Client Terms of Business.
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 1 Hammersmith Broadway, London, W6 9DL. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd.
Modulr Account Terms and Conditions - This agreement, between Modulr FS and the Introduced Client which governs the terms on which the Introduced Client may use its Account.
Modulr Products – those products, including but not limited to the Account 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 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf.
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 5.12 to 5.14 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 5.12 to 5.14 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;
8.2.4the 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.
10.1 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 the 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
13.2 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 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
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 4 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 secure account, specifically for the purpose of redeeming Transactions made from your Account. In the event that we or Modulr become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.
16. CONTACTING CUSTOMER SERVICES
16.1 Customer Services are provided by the Partner Platform. The details shall be provided by the Partner Platform.