WSLRemit is a remittance service platform available online and through mobile applications.
DEFINITIONS
These Terms of Use (these "Terms") represent an agreement between you and WSL Global Limited ("WSLRemit") and contain the terms and conditions governing your use of and access to our website at www.wslremit.com and all affiliated websites owned and operated by us (collectively, the "Website") and our products, services, and applications (together with the Website, the "Services").
"You" and "your" mean the person who uses or accesses the Services.
"We," "us," and "our" mean WSL Global Limited and its successors, affiliates, and assignees.
"Payment Account" means any source of funds that you may from time to time use for the funding of your remittance transactions on WSLRemit app and www.wslremit.com, including a bank account. The Payment Account must be issued or held in your name at a depository institution in your country.
"WSLRemit user account" means a non-interest-bearing account maintained by WSLRemit for you from which your Remittances are made to your Recipients.
"Application" or "app" means the technology made available by WSLRemit to you on your mobile phone or other electronic device by which you may access and use the Service.
"Recipient" means the person to whom you send money using the technology made available by WSLRemit.
"Remittance" means the transfer of funds that you request and authorize WSLRemit to process through the Application for payment to your Recipient.
"Service" means the transfer of funds from you to your Recipient through the Application, and activities related to that transfer.
THE AGREEMENT
Your use of and access to the Services are subject at all times to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. By using or accessing the Services, you represent that you have read and understand these Terms and our Privacy Policy, and you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all the terms and conditions of these Terms and our Privacy Policy, do not use or access the Services.
Subject to the terms of the Agreement, we agree to provide the Services to you using reasonable care. You may use the Application only to send a Remittance to a Recipient located in a country where WSLRemit’s payment services are provided (this will be designated on the Application from time to time). The funds will be made available for receipt by the Recipient after remittance has been processed by WSLRemit and its designated service providers.
A WSLRemit user account is set up by registering on the Website and then taking all the additional steps including verifying your email address, phone number, identity and other additional steps as we may deem necessary in the future. Where this service is available in your country, you can fund your remittance transaction directly from your bank app using OpenBanking, for free, or by using such other methods as we may make available from time to time. After your remittance transaction has been funded, enter your preferred transfer amount, choose a Recipient and send money.
You must not use the Services in connection with illegal activity including but not limited to money-laundering, fraud and the funding of terrorist organisations. If we reasonably believe you are using the Portal or our Services in connection with illegal activity or for any fraudulent purpose, or are permitting a third party to do so, we are obligated to report you to the appropriate legal authorities.
No fiduciary or escrow relationship is created between you and WSLRemit as a result of your use of the Service. WSLRemit provides a remittance service only; the funds that you direct WSLRemit to pay to your Recipient are not held by WSLRemit as a deposit or in escrow, and WSLRemit is not holding or processing your Remittance as a fiduciary. WSLRemit's only obligation is to pay your Remittance to your Recipient or to return the principal amount of the Remittance to you.
The Service is generally available 24 hours a day, 365 days a year, although there may be times when the Service is unavailable to you or to your Recipient. Periods of unavailability may be caused by WSLRemit's own acts (such as temporary periods when the Service is taken off-line to make upgrades or improvements), or by events beyond WSLRemit's control, such as, but not limited to, power outages, telecommunications failures, banking providers service downtime, war or civil unrest, natural disasters or other acts of God. WSLRemit may from time to time set limits on the value of Remittances you may send (both individually and over a period of time), as well as the value of Remittances any Recipient may receive. WSLRemit may delay payment of your Remittance to allow WSLRemit to determine that your Remittance complies with applicable law, regulation or WSLRemit policies. WSLRemit has the right, without notice to you, to refuse to accept or pay any Remittance that WSLRemit determines in our sole discretion may violate applicable law, regulation or our policies, including laws, regulations and policies intended to help detect and prevent money-laundering, terrorist financing, fraud, and other abuses of financial services; if we accept a Remittance and then determine that it may violate any such law, regulation or policy, we may hold the Remittance until such time that the matter is resolved.
OBLIGATIONS
To use the Services, you must:
accept and agree to these Terms and our Privacy Policy;
register with us to create an account ("User Account");
be at least 18 years of age;
be a resident of any origination country approved by WSLRemit and have a Payment Account in your name in the approved origination country; and
provide all information requested by us, such as your full name, address, email address, telephone number, occupation, location, date of birth, means of identification, personal description, photograph, online credentials for your Bank Account, and such other information or documentation as we may request from time to time that will allow us to verify your identify (collectively, "User Information").
You will choose a user identifier, which may be your email address or another term, as well as a password and passcode. You may also provide personal information, including, but not limited to, your full name, address, email address, and telephone number. You agree not to create more than one registration without our prior written permission. You are responsible for safeguarding your password and other User Account information. You agree not to disclose your password to any third party and you will notify us immediately if your password is lost or stolen or if you suspect any unauthorized use of your User Account. You represent and warrant that all User Information you provide us from time to time is truthful, accurate, current, and complete, and you agree not to misrepresent your identity or your User Information. You agree to promptly notify us of changes to your User Information by updating your WSLRemit Account; provided, however, that you must notify us at least three Business Days before any changes to your Bank Account information, including, but not limited to, the closure of your Bank Account for any reason by emailing support@WSLRemit.com or by updating your WSLRemit Account via the Website. If we approve your registration, you will be authorized to use the Services, subject to these Terms. Providing false or inaccurate information or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
WSLRemit’s ability to verify your identity is important to your use of the Service, you therefore authorize WSLRemit to obtain information about you from third parties (including financial institutions and credit reporting agencies), although WSLRemit has no obligation to do so. We reserve the right to prohibit you from using the Service or to stop your requested Remittance if you do not provide accurate and complete information during registration or when requesting a Remittance. Inaccurate and/or incomplete information provided by you during registration or when requesting a Remittance may cause errors in your requested Remittance or may delay or restrict your access to the Service.
AUTHORIZATION TO CHARGE; FEES AND EXPENSES
By requesting a Remittance, you authorize WSLRemit to charge your remittance transaction for the principal amount of the requested Remittance and applicable fees and charges, if any. You acknowledge that WSLRemit has no obligation to process or complete a requested Remittance if WSLRemit is unable for any reason to obtain settlement of the funds from you for the principal amount of the requested Remittance and all applicable fees and charges.
The fees and charges for the Service will be disclosed by WSLRemit at the time you initiate a Remittance. WSLRemit's fees and charges may change from time to time and may without limitation depend on factors like the principal amount of your Remittance, your location, and the location of your Recipient. If you initiate a Remittance that results in us becoming liable for charges (including but not limited to chargeback or other fees which we are obliged to pay), you must reimburse us for all such fees. In addition to the fees and charges, WSLRemit will also show you the foreign exchange rate (that is, the rate at which your funds will be converted into the currency to be paid to your Recipient) applicable to your Remittance before you send it. WSLRemit's foreign exchange rates change from time to time. In addition to the fees and charges you pay when sending a Remittance, WSLRemit makes money when we convert the currency you send into the currency we pay to your Recipient.
Although WSLRemit will pay the full principal amount of your Transaction to your Recipient in the currency WSLRemit specifies to you when you initiate your Remittance, your Recipient may incur costs, fees or charges from his or her bank or other party to maintain or withdraw the funds. Furthermore, your Recipient's ability to use or withdraw the funds you send may be limited by the terms of your Recipient's local payment service provider.
RELIANCE BY WSLRemit
It is your responsibility to use care when inputting information about your Recipient; spell your Recipient’s name correctly and provide it in full and verify that you have provided us with the Recipient’s correct phone number. You represent and warrant to us that all information you enter into the website or otherwise provide to WSLRemit is true and complete, including information about you, your Recipient and your Recipient’s destination account. When processing a Remittance Payment, WSLRemit relies on the registration information and Remittance information that you provide, including information about your Recipient. You acknowledge that any errors in the information you provide, including misidentification of Recipient(s), incorrect or inconsistent account names and numbers, or misspellings, are your responsibility.
EXECUTION OF A REMITTANCE
WSLRemit’s Services are generally available 24 hours a day, 7 days a week, 365 days a year. Recipients are instantly paid through WSLRemit’s mobile application; accordingly, once you originate a Remittance, you may be unable to stop or change it. Instant delivery of transaction is subject to service availability of our banking partners. If ever there is a situation where your transaction is not delivered instantly to the Recipient, due to a technical glitch or service downtime we will contact you and keep you informed about the delay. We will aim to resolve all pending transaction within 48 hours.
If a transaction has been marked as successful but the Recipient has not received value in their bank account, please wait for 48hours before reaching out to WSLRemit to dispute this transaction. WSLRemit will refund you if there is sufficient proof showing that indeed the transaction was not successful. We will provide you (the sender) with proof of payment which the recipient can take to their bank to investigate why their account has not been credited.
Also, as part of our resolution process, we would require the recipient to provide a bank statement showing transactions 48 hours after the transaction was marked as successful from our own end. This information will serve as a proof that the Recipient did not indeed receive the money. After this has been established, WSLRemit will either refund the value transferred to your payment account or if preferred, we will retry the transfer to the Recipient’s bank account.
PAYMENT OF FUNDS TO RECIPIENT
When you make a Remittance to a Recipient, WSLRemit makes a direct transfer to your Recipient’s local bank account where the Recipient can make the withdrawals. WSLRemit reserves the right to select the form of payment to the Recipient and to establish identification and verification requirements for a Recipient to receive a Remittance. WSLRemit may rely, without further investigation, upon identification information or documentation provided by you or a Recipient, including any code or identifier number of the Remittance, when paying the Recipient. WSLRemit has the right to decline to pay the Recipient if WSLRemit cannot verify the identity of the Recipient or if WSLRemit believes that you or your Recipient may be in violation of this Agreement or any applicable law, regulation or WSLRemit policy. Although WSLRemit has the right to establish identification and verification requirements, and the Recipient's failure to comply with them is a basis to decline payment of the Remittance, WSLRemit has no obligation to establish any such requirements.
FOREIGN EXCHANGE
Payments to Recipients are generally made in the currency of the Recipient's country. If permitted by applicable law and the Application, you may request your Remittance to be paid in another currency approved and made available by WSLRemit from time to time.
If a currency conversion is required, WSLRemit will convert the currency in which you initiate your Remittance into the local currency at the WSLRemit exchange rate for your Remittance in effect at the time you initiate your Remittance. WSLRemit will disclose the exchange rate to you before you authorize the Remittance. WSLRemit's exchange rates vary from time to time and may also differ depending on the principal value of your Remittance and other factors. In addition to the fees and charges applicable to your Remittance, WSLRemit makes money when your currency is converted into the currency in which your Remittance is paid.
PERMISSIBLE REMITTANCE PAYMENTS
The Services are not intended for use by any person in any jurisdiction or country where such use would be contrary to law or regulation. Specifically and without limitation, you may not use the Service for any Remittance (a) induced by or involving the proceeds of crime, fraud or other improper activity; (b) exceeding WSLRemit's transaction limits (whether in amount, frequency or otherwise); (c) sent for the purpose of gambling, including placing bets or paying winnings; (d) which WSLRemit determines is suspicious or may violate applicable law or regulation, including laws intended to detect and prevent money laundering, terrorist financing, human trafficking, fraud, or to enforce currency or exchange rate controls. You agree that you will only
request a Remittance that complies with this Agreement, applicable origination country laws and applicable laws in the country of the Recipient. You may only use the Application to send Remittances on your own behalf. You may not resell the Application or use the Application to make Remittances on behalf of, or as agent for, another person. You will provide information and/or documentation that WSLRemit may request from time to time in order for WSLRemit to comply with any applicable laws, including anti-money laundering laws. WSLRemit may refuse payment of any Remittance which WSLRemit determines in its sole discretion does not comply with applicable law, WSLRemit policy or the terms of this Agreement.
REJECTION OF REMITTANCE PAYMENT REQUEST
WSLRemit has the right to reject your request for a Remittance, or to decline to complete a request for a Remittance, or to impose a value or frequency limitation on your use of the Service, without cause or prior notice to you. Without limiting the foregoing, WSLRemit may suspend, delay or reject your Remittance Payment request if:
the value of one or more of your Remittance requests exceed any limits established by WSLRemit;
your Remittance request is incomplete or unclear;
WSLRemit is unable to confirm your identity or verify any registration or Recipient information, including the identity of the Recipient;
WSLRemit suspects fraud or irregularity or illegality;
your name or the name of your Recipient is a possible match to a name on one or more applicable "watch lists" maintained by governments, inter-governmental groups or WSLRemit to help detect and prevent illegal activity;
we reasonably believe there may be fraudulent activity or other financial crime affecting you, any Recipient, or any Remittance;
we are obliged to do so by any law, regulation, court order or instruction from an ombudsman, regulator or government body;
you have broken the terms and conditions of your Agreement with us in a way that we reasonably believe justifies us in refusing or delaying processing any payment or Instruction, and you have not put this right;
WSLRemit and/or WSLRemit-designated service providers are unable to fulfill your request for any reason.
If your request for a Remittance is declined for any reason, WSLRemit will notify you by an SMS/text message or electronic mail, or by any other reasonable means of notice.
Generally, if your request for a Remittance is unsuccessful, WSLRemit will return the principal amount of your Remittance to your payment account, if it has already been withdrawn; there may be circumstances, however, where the law requires WSLRemit to hold your Remittance or to pay it to another party (including a government agency). If that happens, WSLRemit will inform you, if we are permitted to do so by applicable law.
CANCELLATION OF REMITTANCE REQUEST
WSLRemit makes Remittances to Recipients immediately and within seconds, your Remittance is typically not cancellable or refundable.
For error resolution, questions, complaints or a written explanation of your rights, contact us at support@wslremit.com.
LICENSE TO USE WEBSITE
WSLRemit may provide You with certain information as a result of your use of the Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in your use of the Services ("Company Materials"). Subject to this Agreement, the Company grants you a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with your use of the Services. The Company Materials may not be used for any other purpose, and this license terminates upon your cessation of use of the Website or Services or at the termination of this Agreement.
INTELLECTUAL PROPERTY
You agree that all Services provided by WSLRemit are the property of WSLRemit, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that WSLRemit owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to (and not to allow any third party to) reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs).
WSLRemit does not grant you any licenses, express or implied, to its intellectual property or the intellectual property of its licensors, except as expressly stated in these Terms. We and our third-party licensors retain all rights, title, and interest in and to the Services, Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights.
To the extent permitted by applicable law, we may, in our sole discretion and without liability to you, terminate (or suspend access to) your use of the Services, Content, or your User Account for any reason, including, but not limited to, your breach of these Intellectual Property Terms.
ACCEPTABLE USE
You agree not to use the Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Services in any way that could damage the Services or general business of the Company.
You further agree not to use the Website or Services:
To harass, abuse, or threaten others or otherwise violate any person's legal rights; To violate any intellectual property rights of the Company or any third party;
To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
To perpetrate any fraud;
To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme
To publish or distribute any obscene or defamatory material;
To publish or distribute any material that incites violence, hate, or discrimination towards any group;
To unlawfully gather information about others.
PRIVACY INFORMATION
WSLRemit takes the privacy of its users very seriously. You understand that by using the Services, you consent to the collection, use, storage, and disclosure of your information as outlined in these Terms and our Privacy Policy. Through your Use of the Services, you may provide us with certain information. By using the Services, you authorize WSLRemit to use the information you have provided to us.
Information We May Collect or Receive
When you register for an account, you provide us with your full legal name, telephone number, postal address, billing information, e-mail address. From time to time, WSLRemit may require you and/or your Recipient to provide us with additional information and/or documentation to confirm your identity and your eligibility to use the WSLRemit service. Depending on how you use our Services, we may also receive information from external applications that you use to access our Services, or we may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.
How We Use Information
We use the information gathered from you to ensure Your continued good experience of our Services, including through email communication. We may also track certain aspects of the passive information received to improve our marketing and analytics, and for this, we may work with third-party providers. For our compliance purposes and to provide the Services to you, you hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and Bank Account information. When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you, such as: A copy of your government-issued photo ID, such as a passport or driver’s license; A copy of a utility bill, bank statement, affidavit, or other bills, dated within three months of our request, with your name and street address on it; and such other information and documentation that we may require from time to time. By using the Services and providing User Information to us, you automatically authorize us to obtain, directly or indirectly through our third-party service providers and without any time limit or the requirement to pay any fees, information about you and your Bank Account from the financial institution holding your Bank Account and other third-party websites and databases as necessary to provide the Services to you. For purposes of such authorization, you hereby grant WSLRemit and our third-party service providers a limited power of attorney, and you hereby appoint WSLRemit and our third-party service providers as
your true and lawful attorney-in-fact and agent, with the full power of substitution and re- substitution, for you and in your name, place, and stead, in all capacities, to access third-party websites, servers, and documents; retrieve information; and use your User Information, all as described above, with the full power and authority to do and perform each act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. The information you provide us is subject to our Privacy Policy.
How You Can Protect Your Information
If you would like to disable our access to any passive information we receive from the use of various technologies, you may choose to disable cookies in your web browser. Please be aware that the Company will still receive information about you that you have provided, such as your email address.
ASSUMPTION OF RISK
WSLRemit is a Money Transfer and/or Remittance platform available online and through mobile applications. WSLRemit is not a financial adviser, and the Services are not intended to provide financial advice. We do not make any representations, warranties, or guarantees of any kind that the Services are appropriate for you. Before using the Services, you should consider obtaining additional information and advice from a financial adviser. You further agree that your use of any of our services via our website or mobile applications is at your own risk. WSLRemit does not assume responsibility or liability for any information obtained through your use of any of its services.
REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website or Application Services;
jeopardize the security of your User Account or any other person’s User Account (such as allowing someone else to use your username and password to access the Services);
violate the security of the Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network; attempt, in any manner, to obtain the username, password, account, or other security information from any other user of the Services;
violate the security of any computer network or crack any passwords or security encryption codes;
use any robot, spider, scraper, or other automatic or manual device, process, or means to access the Services or copy any Content, except as expressly authorized by us; or
reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Services or Content.
INDEMNIFICATION
At our request, you agree to defend, indemnify, and hold harmless WSLRemit, its affiliates, and its and their respective employees, officers, directors, agents, and third-party service providers from and against any claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights, or your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses. You agree that the Company shall be able to select its legal counsel and may participate in its defense if the Company wishes.
MODIFICATION & VARIATION
WSLRemit may, from time to time and at any time, subject to applicable law, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained in it. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement. You agree that your continued use of the Website and our products, services, and applications in whatever form after any modifications to this Agreement is a manifestation of your continued assent to this Agreement.
If you fail to monitor any modifications to or variations of this Agreement, you agree that such failure shall be considered an affirmative waiver of your right to review the modified Agreement.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties concerning any use of this Website and our products, services, and applications. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Website and our products, services, and applications.
SERVICE INTERRUPTIONS
WSLRemit may need to interrupt your access to the Website and our products, services, and applications to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Website and our products, services, and applications may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
NO WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR THIRD-PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE AND OUR THIRD-PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR OUR THIRD-PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, THROUGH YOUR COMPUTER SYSTEM, OR AS A RESULT OF LOSS OF YOUR DATA FROM YOUR USE OF THE WEBSITE OR SERVICES IS YOUR SOLE RESPONSIBILITY AND THAT THE COMPANY IS NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WSLRemit, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) THE PERFORMANCE OF THE SERVICES OR THE INABILITY TO USE THE SERVICES; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THESE TERMS, THE SERVICES, OR CONTENT; (C) ANY AMOUNT, IN THE AGGREGATE, THE AMOUNT TRANSFERRED TO ANY RECIPIENT VIA THE
SERVICES; OR (D) ANY EVENT BEYOND OUR REASONABLE CONTROL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
GENERAL PROVISIONS:
LANGUAGE
All communications made or notices given under this Agreement shall be in the English language.
JURISDICTION, VENUE & CHOICE OF LAW
Through Your use of the Website and our products, services, and applications, you agree that the laws of the United Kingdom (UK) shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and WSLRemit, except its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the courts of England. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.
ARBITRATION
WSLRemit is committed to resolving all concerns, disputes and disagreements with you promptly and fairly. If we are unable to resolve your concern, dispute or disagreement through our error and dispute resolution policies and procedures,
All disputes will be resolved by arbitration at UK Arbitration Association pursuant to the general UK Arbitration Association Rules for Arbitration. Any Party may serve notice of its desire to refer a dispute to arbitration. The arbitration shall proceed in accordance with the provisions of the applicable provincial Arbitration Act where the arbitration is instituted. Where allowed, neither party shall have the right to participate in any class of claimants pertaining to any claim and Third parties' claims shall not be joined in any arbitration between WSLRemit and you. The decision arrived at by the arbitrator(s) shall be final and binding and no appeal shall lie therefrom. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party will pay for its own attorneys, experts and witnesses. The costs of the arbitrator(s) shall be divided equally between the parties.
You should review this provision carefully. To the extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the
federal judicial district of your residence for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS- WIDE RELIEF; (c) we reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (d) the arbitrator will honor claims of privilege and privacy recognized at law; (e) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (f) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (g) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.
ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and insure to any assignees, administrators, successors, and executors.
TERMINATION
The Company specifically reserves the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If you have registered for an account with us, you may also terminate this Agreement at any time by contacting us and requesting termination at support@WSLRemit.com providing sufficient information for us to verify your identity. Notwithstanding the foregoing, if there are any pending transactions relating to your WSLRemit Account when we receive your termination notice, we will close your WSLRemit Account promptly after such transactions are completed. Your termination of these Terms will not affect any of our rights or your obligations arising under these Terms before
termination. Upon the closure of your WSLRemit Account, we will transfer the funds in your WSLRemit Account, if any, to your Bank Account.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
SEVERABILITY
If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.
NO WAIVER
If We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
HEADINGS FOR CONVENIENCE ONLY
Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
NO AGENCY, PARTNERSHIP OR JOINT VENTURE
No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties. Notwithstanding the foregoing, you agree that our third-party services providers are third-party Recipients of the applicable provisions of these Terms, with all rights to enforce such provisions as if such service providers were a party to these Terms.
FORCE MAJEURE
The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, government laws and policies, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
ELECTRONIC COMMUNICATIONS
Electronic communications are permitted to both Parties under this Agreement, including e- mail or fax. For any questions or concerns, please email us at: support@wslemit.com
MISCELLANEOUS
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for ourselves. The failure of either you or us to exercise, in any way, any right herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent.
necessary, so that these Terms will otherwise remain in full force and effect and enforceable. These Terms, together with our Privacy Policy, constitute the entire and sole agreement between you and us concerning the Services and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Services. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of WSLRemit, and you do not have any authority of any kind to bind WSLRemit in any respect whatsoever.
ADDENDUM
MFBV INTRODUCED CLIENT SCHEDULE
INTRODUCED CLIENT TERMS OF BUSINESS
BACKGROUND
Modulr Finance B.V. (“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. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client.
These Introduced Client Terms of Business (including all the attached Schedules), together with the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr and the Introduced Client.
THE PARTIES AGREE AS FOLLOWS:
Schedule 1: Card Obligations
[NOT USED]
The Modulr Account Terms and Conditions; Important information you need to know
Please read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us.
These Terms and Conditions, together with the Introduced Client Terms of Business constitute the entire agreement between Modulr and you.
By accepting the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services.
1. DEFINITIONS
3DS - means the EMV 3DS service offered by us for you or a Cardholder to use when you or a Cardholder make a purchase or place an order on the internet with your Card.
Account - The electronic money account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.
Account Information Service Provider – means a third party payment service provider who is authorised by or registered with De Nederlandsche Bank N.V. or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.
Account Limits – any limit that applies in relation to your Account and/or Card, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2.
Account Manager - The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.
Account Owner – The entity legally responsible for an Account.
Agreement - The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business, which constitute the entire agreement between you and Modulr.
Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct Modulr Accounts via the Introduced Client’s or the Partner Platform’s own application.
AML Policy - Modulr’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Modulr.
Applicant – A customer of the Partner Platform who applies for Modulr Products but is yet to be accepted by Modulr as an Introduced Client.
Available Balance - The value of funds available on your Account.
Bacs Credit – Means Bacs Direct Credit. A service enabling organisations to make payments to an account which takes 3 Business Days for the funds to be cleared.
Business Days - Monday to Friday between the hours of 9am-5pm but does not include bank holidays, or public holidays in the Netherlands.
Card – means a Virtual Card or a Physical Card.
Cardholder - means the individual authorised to use the Physical or Virtual Card issued to you.
Card Scheme -Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.
Card Transaction –means a Virtual Card Transaction or a Physical Card Transaction.
CHAPS – the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.
Chargeback has the meaning given to it in Schedule 1 of the Introduced Client Terms of Business.
Consumer - means a natural person not acting in the course of its business or profession.
Confidential Information - any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.
Customer Services - The contact centre for dealing with queries about your Account.
Data Protection Laws – means all laws relating to the processing of Personal Data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC, the Dutch GDPR Implementation Act (Uitvoeringswet Algemene Verordening gegevensbescherming) (as may be amended from time to time) and the General Data Protection Regulations (EU) 2016/679 ("GDPR") together with equivalent legislation of any other applicable jurisdiction, delegated legislation of other national data protection legislation, and all other applicable law, regulations and approved codes of conduct, certifications, seals or marks in any relevant jurisdiction relating to the processing of personal data including the opinions, guidance, advice, directions, orders and codes of practice issued or approved by a supervisory authority or the Article 29 Working Party or the European Data Protection Board.
Due Diligence Procedure - Modulr’s procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations.
Faster Payment - A service allowing you to make and receive electronic GBP payments in the which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.
Information – Means any information related to the organisation, and any personal information related to Account Manager or the Cardholder.
Intellectual Property Rights – means without limitation all patents (including models and inventions), trademarks, service marks, trade names, internet designations including domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly;
Introduced Client – Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant).
Introduced Client Terms of Business - The terms on which Modulr provides Modulr Products to the Introduced Client.
Merchant- means a merchant authorised to accept Card Scheme-branded Cards.
Modulr Account Terms and Conditions - This agreement, between Modulr and the Introduced Client which governs the terms on which the Introduced Client may use its Account.
Modulr Products – those products, including but not limited to the Account described by the Partner Platform in the application process.
One-Time Passcode – means the six-digit passcode sent to your mobile phone number by us, via SMS.
Online Portal – means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform and can be used for the management of accounts.
Partner Platform – A third party that is permitted by Modulr to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.
Partner Platform Agreement - an agreement between the Introduced Client and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement.
Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with De Nederlandsche Bank N.V. or another European regulator to provide an online service to initiate a Transaction at your request on your Account.
Physical Card - means a physical card-based payment instrument issued by us to you which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which may be used to make Physical Card Transactions.
Physical Card Transaction - means the use of a Physical Card to make a payment to a Merchant.
Regulator – De Nederlandsche Bank N.V., located at Spaklerweg 4, 1096 BA Amsterdam, Netherlands or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the Netherlands.
SEPA – the Single Euro Payments Area is the area where citizens, companies and other economic actors can make and receive payments in euro, within Europe, whether within or across national boundaries under the same basic conditions, rights and obligations, regardless of their location. SEPA is driven by the European Commission and the European Central Bank, amongst others, as a key component of the EU Internal Market. SEPA shall be deemed to encompass the countries and territories which are part of the geographical scope of the SEPA Schemes, as listed in the EPC List of SEPA Scheme Countries, as amended from time to time.
SEPA Credit Transfer - a service allowing you to make and receive non urgent EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.
SEPA Instant Credit Transfer - a service allowing you to make and receive near real time EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.
SEPA Transfers – means, together, SEPA Credit Transfer and SEPA Instant Credit Transfer.
SWIFT – the global member-owned financial telecommunications system used to facilitate the secure transfer of messages, including payment instructions, between financial institutions.
SWIFT Inbound Payment – an inbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT.
SWIFT Outbound Payment – an outbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT.
SWIFT Payments – means, together, SWIFT Inbound Payments and SWIFT Outbound Payments (and SWIFT Payment shall be construed accordingly).
Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it, including a Card Transaction.
TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider.
we, us, our or Modulr - Modulr Finance B.V., a company registered in the Netherlands with number 81852401, whose registered office is at Weteringschans 165 C, 1017 XD Amsterdam and who is regulated by De Nederlandsche Bank N.V. for issuance of electronic money under reference number R182870.
Virtual Card – means a virtual card-based payment instrument consisting of (amongst other things) a unique 16 digit account number issued to you which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which may be used to make Virtual Card Transactions.
Virtual Card Transaction – means the use of a Virtual Card to make a payment to a Merchant.
Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products.
you, your - The Account Owner, also referred to as an Introduced Client.
2. ACCOUNT & CARD LIMITS
2.1 Limits may apply to the balance on your Account at any time, the maximum value of an individual payment Transaction, maximum Virtual Transaction value per Card, the maximum aggregate value of all payment Transactions made from your Account or Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe. Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.
2.2 The limits and restrictions that apply to your Account and Card will be communicated to you during the Account set-up process and/or before the Card is issued to you (as applicable). These limits may also change over time based on your Account and/or Card usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.
2.3 From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases on a train, aeroplane, underground or toll payments). In such circumstance, a negative balance on your Account may occur. In this case the process in paragraphs 5.15 to 5.17 inclusive will apply.
2.4 Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released by the Merchant. The pre-authorisation allows the Merchant up to 30 days to claim and settle any funds owed to them from the Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, Modulr must still make this settlement, which may result in a negative balance on your Account. In this case the process in paragraphs 5.15 to 5.17 inclusive will apply.
2.5 To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them.
3. SCOPE OF THESE TERMS AND CONDITIONS
3.1 Your Account is an electronic money account (and therefore is not a traditional bank account) and the electronic money and any Card associated with it is issued to you by us. We are regulated by De Nederlandsche Bank N.V. for the issuance of electronic money. Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.
3.2 The types of Transactions enabled for your Account will be explained to you by the Partner Platform, or as subsequently enabled by us. The terms of these Modulr Account Terms and Conditions applicable to specific Transactions or payment types (for example, Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.
3.3 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
3.4 You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.
3.5 You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
3.6. By accepting these Terms and Conditions, you acknowledge that the Dutch Deposit Guarantee Scheme or other government sponsored insurance does not apply to funds held in the Account.
4. OPENING YOUR ACCOUNT
4.1 Your Account will be opened on your behalf by the Partner Platform. You may only hold an Account so long as you remain an approved client of the Partner Platform that provided you with your account details.
5. USING THE ACCOUNT
5.1 Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent.
5.2 Your Account can also receive internal transfers from other Modulr Accounts owned or controlled by the Partner Platform, which apply instantly.
5.3 An incoming payment will not be credited to your Account if:
5.3.1 the Account has reached the Account Maximum Balance or Account Limits; or
5.3.2 the Account is blocked or terminated; or
5.3.3 the sender has provided incorrect/invalid Account Details for your Account; or
5.3.4 we suspect the payment to be fraudulent.
5.4 If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you.
5.5 Your Account will be configured and operated by the Partner Platform. You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform. We are also authorised to take instructions from any other Account Manager (where different from Partner Platform) and, with respect to Physical Card Transactions, from the Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or Card(s).
5.6 Your Account can make payments out to external bank accounts via SEPA Transfer, Faster Payments, SWIFT Payments (if selected as a Modulr Product) and other methods as added and notified to you by the Partner Platform from time to time. With regard to SEPA Transfers, Modulr will automatically process inbound and outbound SEPA payments via SEPA Instant Credit Transfers where possible. In the event Modulr is unable to process such payments via SEPA Instant Credit Transfers, the payments will default to being made via SEPA Credit Transfers.
5.7 Where Cards are made available to you, , your Account can be used to fund Card Transactions. You or your Account Manager or Partner Platform can request a Virtual Card or a Physical Card to be issued to you via the Online Portal or Modulr API.
5.8 Where a Virtual Card or Physical Card is issued to you, you may be able to register and/or store the details of the Card within third party apps and/or devices and to use those third party apps/devices to initiate payments with your Card. When you first register your Card within a third party app/device we support, you may be required to verify that it is you requesting the registration of the Card. If you do not do this, you may not be able to register and use your Card through the third party app/device.
5.9 The value of any Card Transaction, together with any applicable fees and charges, will be deducted from your Account once we receive the authorisation request from the Merchant.
5.10 If the Card Transaction is made in a currency other than the currency the Card is denominated in, the Card Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by it on the day we receive details of the Card Transaction. The exchange rate varies throughout the day and is not set by us. You can check the relevant Card Scheme rate as follows.
Mastercard Card Scheme rate at: https://www.mastercard.co.uk/en-gb/consumers/get-support/convert-currency.html;
VISA Card Scheme rate at: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html.
5.11 If you use the Card to make a purchase online you may be asked by the Merchant to use 3DS. Physical Cards are automatically enrolled for use with 3DS. When you use 3DS, you agree that the following shall apply in relation to your use of the Card:
5.11.1 You must provide us with your mobile phone number before you can use 3DS. You must ensure that your mobile phone can receive SMS at the time of your purchase.
5.11.2 When you use 3DS to purchase from a participating Merchant, you will be presented with an electronic receipt and the One-Time Passcode will be sent to your mobile phone.
5.11.3 Without your One-Time Passcode, you will not be able to make purchases from participating Merchants.
5.11.4 If you update your mobile phone number then you must notify us immediately of your new details, to ensure our records are correct.
5.11.5 The One-Time Passcode is valid for the purchase you received it for. You are responsible for the security and confidentiality of your One-Time Passcode and must not share it with anyone else.
5.11.6 You will be responsible for any fees or charges imposed by your mobile phone service provider in connection with your use of 3DS.
5.12 A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform:
5.12.1 enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials;
5.12.2 when you or your Account Manager or Partner Platform submits a request for a creation of a Virtual Card via the Online Portal or Modulr API, you shall be deemed to have authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value specified when creating the request for creation of the Virtual Card;
5.12.3 when you or the Cardholder (i) enter a PIN or provide any other security credentials; (ii) sign a sales voucher; (iii) provide the Physical Card details and/or provide any other details as requested; (iv) wave/swipe the Physical Card over a card reader; or (v) insert the Physical Card into a card device or an ATM;
5.12.4 when you give instructions through a third party (such as the recipient of a Payment Initiation Service Provider).
Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.13 below.
5.13 You can cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give us notice to cancel no later than close of business on the Business Day before the Transaction was due to take place.
5.14 Cancelling a recurring Card Transaction with us will not cancel the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.
5.15 If for any reason whatsoever, a negative balance arises because a Transaction is completed when there are not enough funds on your Account for that Transaction, you shall reimburse the negative balance amount immediately, unless circumstances described in sections 5.16 and 5.17 apply. You agree that once we make this negative balance known to you, we will charge you the amount of negative balance and you must repay it immediately. We may set-off the amount of the negative balance against any funds on your Account, including any subsequently loaded funds. Until we are reimbursed this negative balance amount, we may arrange for your Account, including Card(s) to be suspended. We may also report the negative balance to credit reference agencies.
5.16 Where a negative balance arises because of an error on the part of a Merchant where the Card Transaction occurred, we will seek to recover the negative balance amount from the Merchant.
5.17 Where a negative balance arises because of an error on the part of the recipient of the payment or us, we will seek to recover the negative balance amount from the person who made the error.
5.18 The Available Balance on your Account will not earn any interest.
5.19 You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.
5.20 You will be provided with a monthly statement free of charge setting out information relating to individual payment Transactions by the Partner Platform or us (using the details we have associated with your Account).
6. THIRD PARTY ACCESS
6.1 You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.
6.2 We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. Setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.
6.3 If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.
7. CLOSING YOUR ACCOUNT
7.1 You may close your Account by contacting Customer Services. Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account.
7.2 The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction).
7.3 On termination of the Agreement for any reason, these Terms and Conditions will automatically terminate, and your Account will be closed and any Cards issued to you will be cancelled.
7.4 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via SEPA Transfer based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours and you may at any time request a refund by contacting Customer Services. You will not have any access to your Account from the date of Account closure and this Agreement will terminate.
8. YOUR LIABILITY AND AUTHORISATIONS
8.1 You are responsible for understanding and complying with the Agreement including these Terms and Conditions.
8.2 We may at any time suspend, restrict or refuse to authorise any use of your Account, Cards (including cancelling Card(s)) or refuse to process your instructions or authorise any particular Transaction where:
8.2.1 we are concerned about the security of or access to your Account and/or your Card;
8.2.2 we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;
8.2.3 we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;
8.2.4 the Transaction would breach the limits applicable to your Account and/or Card;
8.2.5 you, the Account Manager or the Cardholder breach an important part of these Terms and Conditions, or repeatedly breach any term in this Agreement and fail to resolve the matter in a timely manner.
8.3 If we cancel, suspend or restrict your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal, suspension or cancellation (as applicable). If possible, we will provide the reasons for the refusal to execute the Transaction and/or suspending the use of your Account and/or Card and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
8.4 You, the Account Manager or Cardholder must not:
8.4.1 allow another person to use security information related to the Account, Cards, and/or app/device you use to make Transactions, write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
8.4.2 disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
8.5 You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe, including the security-related details relating to any app and/or devices you have registered or stored your Card on, at all times. If you visit a website or receive a message that asks for your password, other than the Modulr website, this should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.
8.6 In the event that a Transaction was not authorised by you, your Account Manager, a Cardholder or by a TPP on your behalf, we will refund the amount of the Transaction to the you immediately and in any event not later than the end of the Business Day immediately following notification of the unauthorised Transaction and your maximum liability in respect of the Transaction will be €50.
8.6.1 8.6 will not apply and you will bear all losses and liability for:
8.6.2 all Transactions that take place as a result of you or the Account Manager or Cardholder acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.
8.6.3 all Transactions that the Partner Platform or any other Account Manager or Cardholder makes on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
8.6.4 all unauthorised Transactions that arise from the use of lost or stolen Physical Cards, the Account or Card security information such as but not limited to the Online Portal log in details, API security details, Card number and CVV, if you, the Account Manager or Cardholder fail to keep the security features of the Account, Cards and/or app/device where your Card is registered/stored safe.
8.7 It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions.
8.8 If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to charge you (i) a handling fee of €25 per recall and (ii) any fee payable by Modulr to a third-party bank or institution for handling the recall.
8.9 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.
9. DISPUTES AND INCORRECT TRANSACTIONS
9.1 If you (or an Account Manager or Cardholder) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has unauthorised access to your Account and/or Card, you must inform us immediately by contacting Customer Services. After you notify us, we will replace a lost, stolen or misappropriated Physical Card and/or security credentials, as appropriate.
9.2 We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions, provided at all times that you have notified us without undue delay of becoming aware of such incorrectly executed or unauthorised Transaction and in any case within the timeframes required by the Card Scheme rules if the incorrect Transaction relates to a Card Transaction and for all other Transactions within 13 months of the date of the relevant Transaction. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this period.
9.3 If you dispute a Transaction:
9.3.1 subject to 9.3.2 and 9.3.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction;
9.3.2 if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund; and
9.3.3 if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service.
9.4. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.
9.5 You will be liable for all Transactions made from your Account if you (or the Account Manager or the Cardholder) have acted fraudulently or have failed with gross negligence:
9.5.1 to keep the security credentials used to access or use your Account and/or Card safe and secure or otherwise failed to comply with these Terms and Conditions in relation to the safety of your Account and/or Card; or
9.5.2 failed to notify us in accordance with 9.1 above.
9.6 You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
9.6.1 the authorisation did not specify the exact amount;
9.6.2 the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and
9.6.3 you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.
In such circumstances we will refund you within 10 Business Days of receiving your claim for a refund or, where applicable, within 10 Business Days of receiving any further information we requested – or we will provide you with reasons for refusing the refund.
10. VARIATION
10.1 We may change these Terms and Conditions by providing you with at least two months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address).
10.2 If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed free of charge. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.
10.3 If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
11. TERMINATION OR SUSPENSION
11.1 We can terminate your Account at any time if we give you two months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge, or
11.2 We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:
11.2.1 we discover any of the Information that we hold for you is false, misleading or materially incorrect; or
11.2.2 if you, the Account Manager, the Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of same; or
11.2.3 if you have reached your Account Limit; or
11.2.4 you or the Account Manager have breached these Terms and Conditions; or
11.2.5 we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.
11.3 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).
12. OUR LIABILITY
12.1 Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
12.1.1 We shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;
12.1.2 We shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
12.1.3 where sums are incorrectly deducted from your Available Balance due to our default, our liability shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;
12.1.4 in all other circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account.
12.2 In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us with all assistance that we reasonably require.
12.3 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
12.4 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
12.5 The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.
13. YOUR INFORMATION
13.1 Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Services for details of where to access this) for full details on the personal data that we hold, how we will use it and how we will keep it safe. Modulr will at all times comply with Data Protection Laws.
13.2 We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or service.
13.3 You must update any changes to your Information by contacting Customer Services.
13.4 If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.
13.5 If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.
14. COMPLAINTS PROCEDURE
14.1 Complaints regarding any element of the service provided by us can be sent to Customer Services.
14.2 All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.
14.3 In most cases we will provide a full response by email to your complaint within fifteen Business Days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five days of the date we received your complaint.
14.4 If we fail to resolve your complaint to your satisfaction any disputes must be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands except for as subject to your local statutory rights. If you qualify as a Consumer (i.e. non-business or professional user) you may also refer your complaint to the Financial Services Complaints Tribunal (Kifid – www.kifid.nl).
15. GENERAL
15.1 Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.
15.4 No third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions.
15.5 You can obtain a copy of this Agreement at any time by contacting Customer Services.
15.6 These Terms and Conditions – including any contractual and non-contractual obligations hereto - are governed by the laws of the Netherlands and you agree to the exclusive jurisdiction of the Courts of Amsterdam.
15.7 This Account is not covered by a compensation scheme. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a safeguarded account, specifically for the purpose of redeeming Transactions made from your Account. In the event that we become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.
15.8. Exclusion of relevant statutory provisions: the following provisions of the Netherlands Civil Code do not apply in the relationship between Modulr and the Introduced Client: articles 7:516, 7:517, 7:518 and 7:519, article 7:520(1), article 7:522(3), article 7:527, articles 7:529 to 7:531, article 7:534 and articles 7:543, 7:544 and 7:545 Netherlands Civil Code and all legislation pursuant to and/or based on such articles. Furthermore, if not already covered by the articles referred to in the preceding sentence, the rules regarding provision of information in the Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) that follow from Title III PSD2 do not apply. The above contains the exclusion of the relevant provisions of PSD2 as implemented in Dutch law. Consequently, all rules with regard to the content and provision of the information required by Title III of PSD2 and the following provisions of Title IV of PSD2 do not apply to this Agreement: article 62(1), article 64(3), article 72, article 74, article 76, article 77, article 80 and article 89 of PSD2 and all legislation pursuant to and/or based on such articles. This paragraph shall not apply if the Introduced Client is a Consumer.
16. CONTACTING CUSTOMER SERVICES
16.1 Customer Services are provided by the Partner Platform. The details shall be provided by Partner Platform.