Cards Terms of Use

On this page you will find terms and conditions of Weavr and Paynetics. You can also download the corresponding T&Cs in English from the following links:

• Paynetics-TicknPay-BUSINESS-DEBIT-CARD-Agreement-Corporate-clients-EEA

• Paynetics-TicknPay- Corporate Accounts with Business Debit Cards (Shared Balance) Terms – UK Corporate clients

• Weavr Terms and Conditions

Paynetics BUSINESS DEBIT CARD Agreement – EEA Corporate clients

Introduction

These terms and conditions (together with the Tariff and any other documents incorporated by reference, the “Agreement”) set out the terms and conditions that apply to your Account, Card and any other associated services provided to you (“Customer”, “you”, “your”), in your capacity as a legal entity, in relation to your business operations, and the individuals designated by you (“Cardholder/s”)  by Paynetics AD (“Paynetics”, “we” “us”, “our”) under this Agreement.

This Agreement constitutes a legal contract between you and Paynetics. It contains important information that may affect your rights, use of any of our services and your ability to recover your money. Please read all of the documents forming part of this Agreement carefully and keep a copy or download a copy of them for your records and future reference.

You can request a copy of this Agreement at any time throughout its duration by contacting Customer Relations Centre. By submitting your order for a Card to Paynetics and by clicking “I Accept” in the relevant box, you indicate that you have accepted this Agreement.

You should read this Agreement alongside the Privacy Policy which you can view here https://paynetics.digital/privacy-and-security-policy/. Our Privacy Policy (as it may be amended from time to time in accordance with its terms), together with this Agreement, describes the basis upon which any personal data we collect about you, either directly or from our authorised partners or that you provide to us or them, will be processed, handled and shared by us.

1.      DEFINITIONS

In this Agreement:

“Account” means any e-money payment account opened and maintained for you by Paynetics under this Agreement.

“App” means Mobile App and Web App.

 “ATM" means an automated teller machine that can be used for cash withdrawals using a Card, and sometimes for other payment and non-payment transactions.

“Business Debit Card” or “Card” means any Paynetics debit Mastercard© card for corporate clients (business customers) issued by Paynetics that is linked to your Account(s). The Card is a type of a payment instrument which allows you to access the Account`s balance to make debit card payments. The Card may be physical or virtual.

“Card Organisation” means Mastercard International (‘MasterCard’), VISA Europe (‘VISA’) or any other organisation maintaining a card payment system under which Card payments are processed.

“Cardholder” means an individual designated by you as a cardholder, who represents you or is your signatory, or is your employee, and who is expressly approved by Paynetics.

“Faster Payments” means a payments system which allows sending and receiving payments in GBP in the UK between participating payment service providers. ‎

“Mastercard” means Mastercard International Incorporated or its successors.

“Mobile App” means the mobile application developed by the Technical Provider and published in the Apple AppStore and Google PlayStore,  which enables you to access your Account and/or Card.

“Paynetics”, “we”, “us”, “our” means:

(a) where payment services under this Agreement are provided in the UK - Paynetics AD, a company with its seat and registered address at Ground Floor, 76A James Bourchier, Lozenets District, Sofia Municipality, Sofia, Bulgaria, entered in the Bulgarian Commercial Register kept by the Registry Agency under UIC: 131574695 (“Paynetics AD”) or such other Paynetics entity authorised in the UK as notified to you. For the purposes of UK services, Paynetics AD is an electronic money institution deemed authorised and regulated by the UK Financial Conduct Authority under the Temporary Permissions Regime (firm reference number 900785) for the issuance of e-money and provision of payment services in the UK. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the Financial Conduct Authority’s website; or

(b) where payment services under this Agreement are provided in the EEA – Paynetics AD. For the purposes of EEA services, Paynetics AD is an electronic money institution holding a license for operating as an electronic ‎money institution issued by the Board of Directors of the Bulgarian National Bank by Decision 44 ‎of 11 April 2016, and is entered in the register kept by the Bulgarian National Bank, which is ‎accessible on http://www.bnb.bg/RegistersAndServices/RSPIPublicRegisters/index.htm. The ‎Bulgarian National Bank supervises the activities of Paynetics AD‎.

“PIN” shall mean a unique four-digit personal identification number, which can be used to confirm Card payments.

“Technical Provider” means the operator that performs certain technical and operational functions in relation to our services, including the operation of Platform which connects the customers with Paynetics.

“Prohibited Transaction” means any of the transactions or activities as listed below or as may be subsequently made available on the Website from time to time:

1. Any sales of ‘pyramid’ type, Ponzi schemes or similar marketing or matrix programs or other schemes for ‘quick enrichment’ or high-yield investment programs;

2. Sale, supply or purchase of illegal items or items promoting or facilitating illegal activities;

3. Sale, supply or purchase of counterfeit products or products infringing intellectual property rights;

4. Products or services for the processing or aggregation of payments by third parties;

5. Money laundering;

6. Terrorism financing or propaganda;

7. Pornography, escort services and selling and/ or advertising sexual services;

8. Using the Card or Account in a manner and/or for purposes that violated any applicable law and/or regulations of the Card Organisation or SEPA;

“SEPA” means the Single Euro Payments Area scheme, which allows sending and receiving payments in EUR between participating payment service providers.

“Tariff” means the fees and limits applicable to your Accounts, Card and any other services provided to you under this Agreement. The Tariff, as amended from time to time, is available on the Website

“Web App” means the web application developed by the Technical Provider and run on a web server, which enables you to access your Account and/or Card.

“Website” means the following website: https://resources.weavr.io/ticknpay_corporate-programme-terms

2.      ABOUT OUR SERVICES

2.1.  Your Accounts are maintained by Paynetics and the Card is issued to you by Paynetics.  The value stored on your Accounts is electronic money, otherwise referred to as ‘e-money’. Paynetics is not a bank and your Account is not a bank account. The funds available in your Account are not a deposit. No interest will accrue on your Account balance. Your Card is a debit card linked to your Account, it is not a credit or charge card.

2.2.  The Financial Services Compensation Scheme does not apply to funds held in your Accounts. Instead, Paynetics protects your funds through a process known as ‘safeguarding’, in line with its regulatory requirements. In this process, Paynetics keeps your money separate from our own funds and places it in a safeguarding account with a bank or cover it by an insurance policy or a comparable guarantee. Before we provide any of our services to you, you will have to successfully complete our process for verifying your identity.  The process may involve you providing us a valid passport / ID card of your statutory representative/s and ultimate beneficial owner/s and a bank statement or other identification documents, together with the presented identity document in real time, or any other procedure we may specify. We may use ID verification agencies or other automated platforms to verify your identity. We or the Program Manager may require you to provide additional information at any time for the duration of this Agreement.

2.3.  This Agreement will only become effective once you receive a confirmation that Paynetics has approved your application. Paynetics will not be obliged to provide any of the services under this Agreement before such confirmation is provided. Paynetics may refuse to approve any application and/or enter into an agreement for its services for any reason.

2.4.  The Account and Card are issued to you in your capacity as a legal entity. You may designate individuals, who may use them – the Cardholders. The Cardholders may use your Account and/or Card only personally and may not provide them for use to anyone else. If a Cardholder provides access and/or any other means for use of the Account and Card to a third party, you shall be fully liable for all transactions initiated by such third parties You must not use your Account or Card for or in relation to (including sending or receiving proceeds from):

2.5.    You and the Cardholders must not use your Account or Card for or in relation to (including sending or receiving proceeds from):

2.5.1.   any activities which do not comply with any applicable laws or regulations, including but not limited to laws relating to money laundering, fraud, financial services or consumer protection; or

2.5.2.   Prohibited Transaction under this Agreement.

2.6.    You shall ensure the Cardholders’ compliance with this Agreement. You shall be liable to Paynetics for the Cardholders’ actions.

3.      RECEIVING/SENDING PAYMENTS

3.1.  When this Agreement becomes effective, Paynetics will set up and maintain:

3.1.1.    an EUR Account with a dedicated IBAN and one or more Cards, which may be used for sending or receiving payments via SEPA in EUR and for Card payments and cash withdrawals in EUR; and/or

3.1.2.    a GBP Account with a dedicated IBAN, an account number with sort code and one or more Cards, which may be used for sending or receiving payments via Faster Payments in GBP and for Card payments and cash withdrawals in GBP.

3.2.    Limits may apply to your Account and Card, such as limits on minimum load payments to your Account, the maximum balance that can be held on your Account, the value of each Account and/or Card payments or an aggregate value or number of payments in a particular time period. The applicable limits are as set out in the Tariff and may be changed by us from time to time. To ‎manage our risk, ‎particularly with respect to money laundering, fraud ‎or security concerns, we may also apply ‎internal controls, ‎including ‎limits, to certain types of transactions from time to time but for security ‎purposes, will not disclose them.‎

4.       LOADING FUNDS TO YOUR ACCOUNT

4.1.    The minimum load amount to top up your Account is indicated in the Tariff.

4.2.     The balance of the Account should never exceed the limits set out in the Tariff.

4.3.     Your Account can be loaded using the following methods:

4.3.1.  EUR Account can be loaded by receiving payments via SEPA;

4.3.2.    GBP Account can be loaded by receiving payments via Faster Payments.

4.4.    The received funds will be credited to your Account immediately after Paynetics receives the funds.

4.5.       Paynetics may refuse to execute an incoming payment and your Account will not be credited if:

4.5.2.     your Account or payment breaches any of the limits as set out in the Tariff;

4.5.3.    your Account is inactive, blocked or terminated;

4.5.4.    the sender has provided incorrect/invalid Account details for payment;

4.5.5.    Paynetics reasonably believes the payment is fraudulent, illegal or unauthorised;

4.5.6.    Paynetics reasonably believes the payment related to a Prohibited Transaction.

4.6.    If an incoming payment is refused for any of the reasons set out above, the funds may be sent back to the sender without prior notice to you.

4.7.    Paynetics will charge you with a top up fee every time your Account is loaded as set out in the Tariff.

5.       MAKING PAYMENTS FROM YOUR ACCOUNT

5.1.  You/the Cardholders must make sure that your Account has sufficient funds available to cover the amount of a given payment and all applicable fees. Paynetics may refuse to perform any given payment if your Account does not have sufficient balance to cover the amount of the payment and all applicable fees.

5.2.  Paynetics will execute your/the Cardholder’s payment instructions for payments from your Account on the same day it receives them (or the future day agreed if it is in the future). The time of receipt of your/the Cardholder’s payment instruction is when Paynetics receives it (which will typically be on the same day the payment is instructed) or, if the payment instruction specifies the payment is to take place on a future day, then the payment instruction will be treated as received on that day. You/the Cardholder cannot cancel a payment after you/the Cardholder have authorised it and Paynetics has received your/the Cardholder’s payment instruction for it, except that you/the Cardholder can cancel a future payment, such as a recurring Card payment if you/the Cardholder notify Paynetics of cancellation no later than the end of the business day before the payment is due to be made via the App. Cancelling a future dated payment such as a recurring Card payment with us will not cancel the agreement with the organisation you are paying. You/the Cardholder should tell the organisation collecting the payment about the changes to your/the Cardholder’s instructions.

5.3.  After receiving your/the Cardholder’s payment instruction for payment from your Account (including Card payments), Paynetics will credit the recipient’s account within the timescales set out below.

5.4.  Paynetics will deduct the value of payments together with all applicable fees from the balance on the relevant currency Account.  Payments from your Account by way of credit transfers in EUR or GBP will be deducted from your EUR or GBP Account respectively. Card payments in EUR or GBP will also be deducted from your respective currency Account. Card payments in any other currency will always be deducted from your Account at then prevailing currency conversion rates. If there is insufficient balance on the relevant GBP or EUR  Account to complete the payment, including all applicable fees, funds will be automatically transferred from your Account in the other currency to your relevant currency Account at then prevailing currency conversion rates. If there is insufficient balance on both your EUR and GBP Accounts to complete the payment, including all applicable fees, the payment will be refused. See clause 11 for more detail on the applicable currency conversion rates and fees.

5.5.  You agree you and the Cardholders will not make any attempts to interrupt or impair the functionality of our information system, including but not limited to, not to spread files containing viruses, damaged files or other similar software which may be used for accessing, modifying, deleting or damaging data files.

6.      ACCESS TO YOUR ACCOUNTS BY THIRD PARTY PROVIDERS

6.1.  You may choose to allow (and provided you have given them your explicit consent):

6.1.1.    providers of account information service (i.e. an online service which accesses one or more payment accounts to provide a consolidated view of such accounts) to access information on your Account; and/or

6.1.2.    providers of payment initiation service (i.e. an online service which allows a third party to initiate payments on behalf of the account holder from their account and at their request) to initiate payments (other than Card payments) from your GBP and EUR Accounts.

6.2.  Only those providers of account information or payment initiation services that are authorised with the Financial Conduct Authority or another European regulator to provide the relevant service in the UK or an EU member state, as applicable, can be given access to your Account. The Financial Conduct Authority’s register (available at https://register.fca.org.uk/‎) will tell you whether a provider is authorised in the UK, and we recommend you check it before using their services.

6.3.  We will treat any instruction from such providers of account information or payment initiation services as if it was from you.  Some providers may use your Account security details to provide their service. You should always consider the implications of sharing your security information.

6.4.  ‎We can deny providers of account information or payment initiation services access to your Account if we are concerned about unauthorised or ‎fraudulent access. We will notify you of the denial of access and the reasons ‎for it beforehand if possible or otherwise immediately afterwards (unless doing so would ‎compromise our security measures or would be unlawful). The access to your Account may be restored once the reasons ‎for denying the access no longer justify such ‎denial.‎

7.      GIVING INSTRUCTIONS FOR PAYMENTS FROM YOUR ACCOUNTS

7.1.  For a payment from your Account (including transfers to your other Accounts) to be properly executed, you/the Cardholder must provide us the following information when you/the Cardholder instruct us to make the payment (in addition to any other information we may ask for):

7.1.1.      for payments from your GBP Account to a UK account via Faster Payments: the recipient’s name, account number, the payment amount and sort code and a payment reference;

7.1.2.      for payments from your EUR Account to an EEA account via SEPA: the recipient’s (beneficiary) name, IBAN, the payment amount, its currency and reason for payment (this information meant for the beneficiary), additional clarifications;

7.1.3.      for payments from your EUR Account to an account outside the EEA via SEPA (to countries that participate in SEPA): in addition to information set out at 7.1.2, you/the Cardholder will also need to provide the sender’s (originator) address and may also be required to provide the recipient’s (beneficiary) bank’s BIC;

7.2.  For any payments above EUR 15,000 or its equivalent in another currency: the sender (originator) and / or recipient (beneficiary) could also be required to provide a declaration to prove the origin of funds; ‎If you/the Cardholder provide us with incorrect or incomplete information or refuse to provide information, we ‎may refuse to execute the payment, the funds could be lost and irrecoverable or there could be ‎a delay in the recipient receiving the payment. ‎

7.3.  You /the Cardholder give us instructions and consent to a payment from your Account in one of the following ways:

7.3.1.        using the App;

7.3.2.        giving us instructions via a third party (such as payment initiation service provider);

7.3.3.        using Cards (see clause 10 below on how you instruct us to make payments using a Card);

You/the Cardholder may be required to provide security details and/or use a particular authentication method depending on the method you use. We will tell you which authentication can be used or if they are unable for any particular types of service.  Paynetics reserves the right to change or introduce new authentication methods at any time, including for reasons relating to changes in the law, technical characteristics of the services or security.

7.4.  Paynetics may refuse to carry out any instructed payment from your Account if it does not meet the requirements of this Agreement, including, but not limited to any of the following circumstances:

7.4.1.        Paynetics reasonably suspects that the payment is unauthorised or involved in fraud or illegal activity;

7.4.2.        your/the Cardholder’s instruction is unclear, incorrect or incomplete;

7.4.3.        Paynetics reasonably believes that there has been a violation of this Agreement;

7.4.4.        you/the Cardholder have failed to use the authentication method and/or provide security information required;

7.4.5.        there are insufficient funds in the Account to cover the payment and any applicable fees;

7.4.6.        the payment violates any applicable limits;

7.4.7.        carrying out your/the Cardholder’s instruction might cause us to break the law, order of a regulatory body, code, rule of Card Organisation or other duty applicable to Paynetics;

7.4.8.         due to a technical impossibility to carry out the payment;

7.4.9.        Paynetics reasonably believes payment is related to a Prohibited Transaction.

7.5.  If we refuse to execute the payment, we will notify you as soon as possible unless it would not be unlawful for us to do so. If ‎possible, we will provide the reasons for refusal to execute the payment and where those reasons relate to factual matters, the procedure for ‎rectifying any factual errors that led to such refusal.‎

7.6.  The execution of any payment to or from your Account (including Card payments) may be delayed or refused due to the performance of Paynetics’ security or legal compliance checks, including if Paynetics suspects that the payment is involved in fraudulent, illegal or unacceptable activities or constitutes an unauthorised payment.

8.      DESCRIPTION OF THE CARD

8.1.  Your Card is issued to you by Paynetics and is linked to your Account in EUR and/or GBP, as applicable, maintained by Paynetics. Your Card can be used in your country of establishment or abroad.

8.2.  The Card is issued under the Mastercard brand pursuant to license granted by Mastercard International.

8.3.  Unless specified otherwise in this Agreement, your Card can be used to pay merchants for goods or services at (whether in-store, online or over the phone) and for cash withdrawals at ATMs. If you have been issued with a virtual Card, it can only be used to pay merchants online. Your Card can be used at all card acceptance terminal devices bearing the Mastercard logo which maintain the necessary functions.

8.4.  Card payments will be executed immediately after Paynetics receives the payment request.

8.5.  The value of all Card payments, including all applicable fees, will be deducted from your relevant Account balance, see clause 5.4.

8.6.  You will be responsible for all goods or services purchased with the Card. Any dispute with a merchant about a product or service purchased with the Card will be considered a dispute between you and the merchant, and should be addressed directly to that merchant. Paynetics does not accept any responsibility or liability for the quality, safety, legality or any other aspect relating to and does not provide any warranties regarding such goods or services purchased with the Card.

8.7.  Paynetics will not be liable if a merchant refuses to accept a Card or if Paynetics has refused to executed a payment in accordance with this Agreement.

8.8.  The Card is property of Paynetics as a card issuer and cannot be transferred and/or made available to anyone else.

9.      CARD ISSUANCE, LOADING, ACTIVATION AND REPLACEMENT

9.1.  Each Card has a validity period within which you/the Cardholder may use the Card. If your Card is physical, it will expire on the last day of the month/year indicated on its front. If your Card is virtual, it will expire on the last day of the month/year indicated on the App or on the expiry date sent to you by e-mail‎. All Card payments initiated after the expiration or cancellation of the Card will not be authorised or executed.

9.2.  Paynetics will issue the Card within 10 business days from the date your/the Cardholder’s application is accepted and, if the Card is not virtual, will deliver it to your/the Cardholder personally. If your Card is virtual, ‎the Card will be made available to you/the Cardholder via the App immediately after your/the Cardholder’s application is approved by Paynetics.

9.3.  ‎The physical Card will be personally delivered to you/the Cardholder and the Cardholder may be required to produce an ID document to collect it. The Cardholder must sign on the signature strip on the reverse side of the physical Card immediately after receiving it.

9.4.  You/the Cardholder will be provided with a PIN to use with your Card. You/the Cardholder can change your PIN at an ATM. You/the Cardholder should memorise your PIN and then destroy the media on which it is recorded. You and the Cardholders have important obligations to keep all security details such as PIN safe (see clause 14 below).

9.5.  You may request Paynetics to issue a new Card in the following cases:

9.5.1.  in case of destruction or damage to the Card;

9.5.2.  in case of loss, theft or other misappropriation of the Card,

9.5.3.  in case of a forgotten PIN, and

9.5.4.  upon expiry of your Card’s validity period. If your Card expires, it will only be automatically replaced if your Card was used within the last two months before its expiry date.

9.6.  If your Card is replaced because it was lost or damaged, or in case of a forgotten PIN or upon expiry of your Card’s validity period, you will be charged a Replacement Fee (see Tariff) which will be deducted from your Account. If your Card has been reported stolen or misappropriated you will be charged a fee that is directly related to the cost of replacement (see Tariff). If your Card has been reported lost, stolen or misappropriated but later is found, then you should immediately inform Paynetics about it and destroy the Card.

9.7.  When you/the Cardholder receive the Card it will be inactive. You/the Cardholder have to activate the Card before using it. Otherwise, any Card payments attempted by you/the Cardholder will be rejected. The Card can be activated online by following the instructions for activation provided by us.

10.   GIVING INSTRUCTIONS FOR CARD PAYMENTS

10.1.         You /the Cardholder give us an instruction and consent to a payment made using your Card using any one of the following methods:

10.1.1.       in case of cash withdrawal from an ATM: by entering a PIN;

10.1.2.      in case of payment for goods or services in-store: by entering a PIN and/or signature on the receipt or by tapping/waving the Card (or a device where it is held) over a card reader for contactless payments;

10.1.3.      in case of online payments for goods or services online or via the phone: by providing your Card details and a one-time payment code or other security information or credentials, when requested.

10.2.         Your /the Cardholder’s consent for a Card payment may cover a single payment or a series of recurring payments on a Card (such as where you/the Cardholder give your Card details to a merchant to be used for Card payments in the future) for a set or variable amount.

10.3.         Merchants in certain business sectors (e.g. car rental companies, hotels and other service providers) estimate the amount of the final Card payment to them and require to “pre-authorise” or withhold the estimated amount on the Card. Sometimes, that withheld amount may exceed the final amount spent. In such cases, the initially withheld funds will not be available to you/the Cardholder for up to 15 days until the final Card payment request is received by us or released by the merchant. Paynetics may release such amounts only with the merchant’s consent.

10.4.         You and the Cardholders are responsible to provide a correct and accurate instructions for execution of a payment. If the instructions provided by you/the Cardholders are incorrect, inaccurate or incomplete, Paynetics will not be liable for errors or inaccuracies in the transaction. If a payment is carried out in accordance with the instructions provided by you/the Cardholders, it will be deemed to have been correctly executed.

11.   FEES AND EXCHANGE RATES

11.1.         Fees that apply to your Account, Card and associated services and/or transactions are as set out in the Tariff. All fees will be determined in the currency of the relevant Card and/or Account to which they relate and will be deducted from the relevant Account.

11.2.         Paynetics reserves the right to change the applicable fees in accordance with this Agreement (see further clause 16). Changes in the reference exchange rate will apply immediately without prior notice.

11.3.         If a payment received or sent into/from your Account is in a currency other than the currency of the Account (including transfer between your different currency Accounts), then the payment amount will be ‎converted into the currency of the destination account using an exchange rate made up of a reference rate (available at ‎‎the App) plus the currency conversion mark-up fee as set out in the Tariff. The exchange rate will be determined at the time (with respect to payments into Account) the payment is received or ‎‎(with respect to payments from Account) the payment instruction is received by ‎Paynetics.‎

11.4.         If a payments using a Card is in a currency other than the currency of the Account from which it is taken, then the amount deducted will be the amount of the Card payment converted to the currency of the Account using the reference exchange rate applied by MasterCard® (available at https://www.mastercard.co.uk/en-gb/personal/get-support/convert-currency.html) plus the currency conversion mark-up fee set out in the Tariff for Card payments. The exchange rate shall be determined on the date of the Card payment is processed. The ‎exchange rate is not set by Paynetics and varies throughout the day meaning it may ‎change between the date the Card payment is made and the date it is processed. Paynetics provides information on the total currency conversion charges ‎applicable with respect to Card payments, expressed as a percentage mark-up over the ‎latest available euro foreign exchange reference rates issued by the European Central ‎Bank on the ‎Website‎.‎

12.   NEGATIVE BALANCE

12.1.         If any action results in a negative balance in your Account, you must reimburse Paynetics the amount of the negative balance immediately upon request. Paynetics may charge the amount of the negative balance against the funds on any other Accounts held by you, including any subsequently loaded funds. Paynetics may suspend Accounts and Card until it is reimbursed for the negative balance in full and may take legal action against you to recover such amount.

13.   COMMUNICATION PROCEDURE

13.1.         The Agreement is executed in English and all communications between you and us will be in English, unless expressly agreed otherwise in this Agreement.

13.2.         Your representatives, persons authorised by you and the Cardholders may receive information about the payments made with the Card/Account electronically.

13.3.         We can communicate with you (including to provide any information or notifications in relation to this Agreement) using any of the following methods:

13.3.1.       via the App;

13.3.2.       by email;

13.3.3.       by phone (including by sending you an SMS);

13.3.4.       by writing to your home address.

We will tell you if any of these communication methods are not available. We will also tell you if you need any technical requirements or software to communicate with us.

13.4.         We will use the contact information you have most recently given us to communicate with you. If any of your contact details change, you must inform Paynetics about it as soon as possible by updating your details via the App. All notifications, invitations or other notices sent to your last email address last known to Paynetics will be deemed to have been delivered.

13.5.         You can contact Paynetics via Customer Relations Centre (see contact details at clause 21).

13.6.         Paynetics will provide information about your Account and Card transactions and fees by means of electronic statements which will be accessible on the App. Statements shall not be provided on paper. Information about your Account and Card shall be updated, if there was any activity with the Account and/or the Card, including information on all collected fees. From the moment of accessing the statement on the App you will be considered to be informed about the relevant transaction. You will be charged for obtaining additional information or for obtaining it in a manner different from the one described herein.

14.   SECURITY MEASURES

14.1.         You and the Cardholders must use your Card and Account in accordance with the terms and conditions set out in this Agreement. You and the Cardholders have important obligations to do everything you and the Cardholders reasonably can to keep your Account and Card safe and to notify Paynetics of any loss, theft, misappropriation or unauthorised use of the Card or Account immediately after becoming aware of it as further described below.

Your and the Cardholders’ obligations to keep your Account and Card safe

14.2.         You/the Cardholders will be provided with or will be able to set up certain security details (such as your Card PIN and any password, passcode or other login details which can be used to access or make payments with your Account or Card via the App). You/the Cardholders must:

14.2.1.      take all reasonable measures to keep your Account, Card and security details safe;

14.2.2.      not write down any of your security details (such as PIN or password) unless it is done in a  way to make it difficult for anyone else to recognise them;

14.2.3.      not record security details such as PIN on the Card or keep such information together with the Card;

14.2.4.      not to disclose to and/or allow anyone else (other than authorised providers of account information services or payment initiation services) to use in any manner whatsoever your security details such as user identifiers, passwords or PINs;

14.2.5.      keep your Card and any personal devices (mobile phones, computers, tablets) that can be used to access your Account, Cards or security details secure and not let anyone else use them to make payments;

14.2.6.      not choose security details such as PIN or password to access your Card or Account that is easy for someone to guess such as letters or digits that:

14.2.6.1.      are easily associated with you, for example your telephone number or date of birth;

14.2.6.2.     are part of the data imprinted on the Card;

14.2.6.3.     consist of the same digits (1111) or the sequence of running digits (1234); or

14.2.6.4.     are identical to previously selected PIN/password.

14.2.7.      use up-to-date virus, malware, and spyware software and a firewall on any devices used to access your Account or cards to reduce the risk of security breaches.

Your obligation to notify us

14.3.         If your Card has been withheld by an ATM, you must immediately notify Paynetics. If Paynetics is not able to return the Card to you, Paynetics will issue a new Card to replace it.

14.4.         You must immediately notify Paynetics Customer Relations Centre (using contact details at clause 21) if:

14.4.1.      your Card is lost, stolen or misappropriated; or

14.4.2.      you believe there has been unauthorised use of your Card or Account or anyone else may be able to use or access your Account, Card or security details to access them.

Paynetics will make all reasonable efforts to stop the use of Account and/or Card by blocking the Account and/or Card payments after receiving a notification from you.

14.5.         Paynetics may restrict, block or deactivate the Card or Account if:

14.5.1.       Paynetics is concerned about the security of the Card or Account or the security details relating to them;

14.5.2.      Paynetics becomes aware or suspects that the Account, Card or security details relating to them are being used in an unauthorised, unlawful or fraudulent manner;

14.5.3.      Paynetics reasonably believes it needs to do so to comply with the law or court order in any applicable jurisdiction, the instructions provided by a Card Organisation or any other rule or duty applicable to Paynetics;

14.5.4.      this Agreement is terminated for any reason;

14.5.5.      you request us to do so;

14.5.6.      you have breached any term of this Agreement in a material way.

14.6.         We will, if possible, notify you before restricting, blocking or deactivating your Account or Card that we will do so and the reasons for it. If we are unable to notify you beforehand, we will notify you immediately afterwards. We will not notify you if doing so would compromise our security measures or would be unlawful.

14.7.         Your Card and/ or Account will be unblocked or re-activated (or replaced) as soon as possible after the reasons for blocking cease to exist.

Communicating with you about fraud or security threats

14.8.         We may need to contact you urgently in the event of suspected or actual fraud or security ‎threats to your Account, Card and/or security details. To do so, we may ‎use an SMS, ‎telephone, e-mail or another secure procedure. When we contact you, we may also give you ‎information on how you can minimise any risk to your Account, Card or security details ‎depending on the nature of the security threat.‎ But will never ask you to give your full security details (such as PIN, password or passcode)  or ask you to transfer money to a new account for security reasons.

15.   LIABILITY & REFUNDS

15.1.         You must notify Paynetics in writing of any unauthorised or incorrectly executed payments on your Card or Account without undue delay after becoming aware of such unauthorised or incorrectly executed payment and in any case no later than two months from the date the payment was debited to your Account/Card. You can notify us of such unauthorised or incorrectly executed payments by contacting the Customer Relations Centre (see clause 21 for details). You shall be considered to be informed of an unauthorised or incorrectly executed payment as from the moment of accessing the relevant statement on the App. Paynetics shall not be held liable for any unauthorised or incorrectly executed payment transactions under this Article 15 where Paynetics has not received a notice within two months from the date when your Account/Card was debited.

15.2.         If you notify us of an unauthorised or incorrectly executed payment in accordance with clause 15.1, you may be entitled to receive a refund of the funds as detailed below. Paynetics will verify the authenticity of the payment, its proper recording and reporting, and whether the transaction has been affected by a technical malfunction or other defect. Since you are not a user, you agree that Articles 78 and 80 of the Bulgarian Payment Services and Payment Systems Act (or the equivalent provisions of the UK law, if applicable) shall not apply to the relations with Paynetics under the Agreement.

15.3.         In the event that Paynetics establishes an unauthorised transaction and where there are no reasonable grounds for suspecting that you/the Cardholder acted fraudulently, Paynetics shall refund to you the value of the unauthorised transaction within the statutory timelines. If necessary, Paynetics shall restore your Account/Card to the status it would be if the unauthorised transaction was not effected.

15.4.         In you are entitled to a refund for an incorrectly executed or unauthorised payment, we will refund you as soon as possible upon receipt of your claim or any additional information we may request in order to investigate your right to a refund. However, if after we refund you, our investigation leads us to reasonably that you were not entitled to the refund, we will have the right deduct the amount of the refund from any funds on Accounts you hold with us and reserve the right to recover the value of the refunded payment by any other legal means.

15.5.         In the event that Paynetics establishes an unauthorised transaction and where there are no reasonable grounds for suspecting that you/the Cardholder acted fraudulently, Paynetics shall refund to you the value of the unauthorised transaction within the statutory timelines. If necessary, Paynetics shall restore your Account/Card to the status it would be if the unauthorised transaction was not effected.

15.6.         The provision of Article 15.3 hereof shall not apply and you shall bear all losses, irrespective of their amount, relating to unauthorised transactions if you/the Cardholder have caused them by fraud or failure to perform one or more of the obligations under the Agreement.

15.7.         You shall pay a fee in accordance with the Tariff in the cases where it appears that their notification under Article 15.1 hereof is unjustified.

Unauthorised payments from your Account or Card

15.8.         You will not be entitled to a refund and you will bear all losses, irrespective of their amount, relating to an unauthorised payment if:

15.8.1.      the payment was authorised by you/the Cardholder;

15.8.2.      you have acted fraudulently;

15.8.3.      you have failed to comply with one or more of the obligations under this Agreement (for example, with regards to keeping your Account and Card safe or to notify us of any unauthorised payments).

Non-executed or Incorrectly executed payments from your Account or Card

15.9.         If Paynetics fails to execute or incorrectly executes a payment from your Account or made using a Card, Paynetics will promptly reimburse the amount of the payment (including any fees to restore the Account to the position it would have been at if the defective payment was not made), unless Paynetics can show that the recipient’s payment service provider has received the payment (in which case they will be liable). In this case, on your request, Paynetics will make reasonable efforts to trace the payment and inform you about the outcome. 

15.10.       Paynetics will not be liable for any payment executed in accordance with the payment instructions given by you. If the payment instruction you have given us was incorrect or incomplete (for example, you have made a mistake in giving us the recipient’s account details), Paynetics will make reasonable efforts to recover the payment amount. Paynetics may charge you a fee for any such recovery as indicated in the Tariff. If Paynetics is not able to recover the payment amount, Paynetics will, on your written request, provide you with the relevant information about the payment.

Late or incorrectly executed payments to your Account

15.11.       If a payment is received in your Account incorrectly (for example, by mistake), Paynetics may, where it considers reasonable to do so, hold the payment and return it to the sender. In any case, Paynetics is obliged to provide certain information to the sender’s payment service provider about you and the payment to enable them to recover the funds.

Payments initiated by payee

15.12.       If you/the Cardholder authorise a payment initiated by or through the payee without knowing the final amount of the payment (for example, a Card payment initiated by the merchant when renting a car or booking a hotel room), you have the right to request Paynetics for a refund of such payment provided that all of the following conditions are met:

15.12.1.   you have asked for a refund within 8 weeks from the date on which your Paynetics Account was debited;

15.12.2.   at the time of authorisation to execute the payment, its exact amount was not specified; and

15.12.3.   the amount of the payment exceeded the amount you could have reasonably expected  taking into account your previous spending patterns, the terms of this Agreement and the case-specific circumstances. If the amount of the payment increased because of the currency exchange when the reference exchange rate agreed with Paynetics has been applied, it will not be a valid reason.

At the request of Paynetics, you must provide information to show the conditions above have been met.

15.13.       Within 10 business days of receiving your request for a refund, or, where applicable, of receiving the further information Paynetics requested, Paynetics will refund the full amount of the payment or inform you of the refusal to refund it, together with the grounds for refusal and the authorities to which you can complain if you do not accept those grounds. The refund will include the entire amount of the payment which will be dated back to the date on which your Account was debited.

15.14.       You will not be entitled to a refund of any payment initiated by or through payee when:

15.14.1.   you have given your consent to perform the payment directly to Paynetics; and

15.14.2.   where applicable, Paynetics or the payee has informed you about the upcoming payment at least 4 weeks before it was due to be made.

General liability

15.15.       Paynetics will not be liable to you for any damages or losses arising from or relating to:

15.15.1.   your/the Cardholders’ failure to use the Card or Account in accordance with this Agreement;

15.15.2.   any payments executed in accordance with the information or instructions provided by you which were incorrect, inaccurate or incomplete;

15.15.3.   any unusual or unforeseeable circumstances beyond the control of Paynetics, the consequences of which could not be avoided despite Paynetics’ best efforts;

15.15.4.   refusal of a merchant, ATM or any other person to accept the Card or any other Account payment;

15.15.5.   malfunction of a mobile device or other equipment, software or services required for the successful technical performance of an operation which is beyond the control of Paynetics;

15.15.6.   compliance with the applicable legal or regulatory requirements or any rules  or guidelines provided by the Card Organisation;

15.15.7.   you/the Cardholders acting fraudulently or with gross negligence;

15.15.8.   loss of revenue, goodwill, lost benefits or expected savings;

15.15.9.   any loss or damage which is not a direct result nor a direct consequence of a breach of this Agreement by Paynetics; or

15.15.10. any loss or damage caused by a virus, Denial of Service attack dissemination or other technologically harmful material that may infect a computer or other device or equipment, software programs, data or other proprietary material in connection to the Card, Account and this Agreement;

15.15.11. the quality, safety, legality or any other aspect of goods and/or services purchased using the Card or Account or any possible disputes arising between you and the provider of such goods/services;

15.15.12. Paynetics refusing to accept or execute any payment or restricting, blocking or deactivating your Account and/or Card in accordance with this Agreement;

15.15.13. loss or damage beyond Paynetics’ responsibility by law.

15.16.       None of the terms of this Agreement will limit or exclude Paynetics’ liability for fraud, gross negligence or any other liability which cannot be legally excluded or limited by law.

15.17.       You and the Cardholders are responsible for the use of the Card and Account in accordance with this Agreement. You will be liable to Paynetics for all losses and damages caused by their improper and/or non-compliant use that does not comply with this Agreement.

16.   CHANGES TO THIS AGREEMENT

16.1.         Paynetics may make changes to this Agreement, including the fees set out in the Tariff, as set out further below for reasons which may include (but are not limited to):

16.1.1.       changes to the products or services or introducing new products or services under this Agreement;‎

16.1.2.      withdrawal of a particular part of our products or services;‎

16.1.3.      changes in market conditions or operating costs that affect Paynetics;‎

16.1.4.      changes in technology, our systems and/or payment methods;‎

16.1.5.      making this Agreement clearer or more favourable to you; or

16.1.6.      changes in relevant laws or regulations, or codes or rules that apply to Paynetics.

16.2.         Paynetics may notify you about any changes to this Agreement, including the Tariff, and the date on which such changes shall take effect, by posting on the Website, App and/or via email. Changes shall have an immediate effect.

16.3.         If you do not approve of the changes to this Agreement, you have the right to terminate this Agreement. Paynetics will treat you as having accepted the changes unless you inform Paynetics that you do not approve these changes within 14 days after their posting on the Website/App/receipt via email. In case you have informed Paynetics that you do not accept the changes, this Agreement shall be terminated.

16.4.         Paynetics shall not notify you about any modifications associated to extending the scope of the provided services, modifications that are more favourable to you, or reproductive modifications in the regulatory acts.

17.    TERM OF THE AGREEMENT. CANCELLATION. TERMINATION. VALIDITY PERIOD OF THE CARD

17.1.         This Agreement will become effective when your application is approved by Paynetics. This Agreement will remain valid until it is terminated in accordance with its terms.

17.2.         This Agreement can be terminated by you:

17.2.1.      notifying Paynetics you do not accept changes to this Agreement in accordance with clause 16.3;

17.2.2.      providing Paynetics a written request for termination of this Agreement at any time.

17.3.         This Agreement can be terminated by Paynetics:

17.3.1.      providing you 1 month notice of termination of this Agreement;

17.3.2.      immediately if:

17.3.2.1.  you/the Cardholders breach an important term or persistently breach the provisions of this Agreement;

17.3.2.2.  Paynetics reasonably believes that your Account, Card or any of its services is being used for any fraudulent or illegal purposes or in an unauthorised manner or for Prohibited Transactions;

17.3.2.3.  Paynetics is required to do so to comply with any law or regulation or a requirement by a regulatory authority or a Card Organisation;

17.3.2.4.  ‎Paynetics reasonably believes that continuing to permit use of your Account or Card may cause Paynetics to ‎breach any applicable law or regulation, code or other ‎duty applicable to it or expose Paynetics to any ‎adverse action, ‎censure, fine or penalty from any regulatory authority, law enforcement ‎or other ‎governmental agency or Card Organisation;‎

17.3.2.5.  you become bankrupt, insolvent or are subject to an event or circumstance which is analogous or with a similar legal effect;

17.3.2.6.  in other cases provided by law or in the Agreement.

17.4.         If this Agreement is terminated for any reason, your and the Cardholders’ right to use the Account and Card will be terminated, your Account will be closed and Card will be deactivated.  All fees and other amounts due to Paynetics under the Agreement, if any, will become payable on termination. You can request the return of any remaining funds on your Account in accordance with clause 18.

17.5.         You will be responsible for all payments performed prior to termination of this Agreement, their resulting liabilities and any other obligations relating to the use and servicing of the Account or Card prior to such termination.

18.   REDEMPTION

18.1.         You can redeem all or part of the e-money held on your Account any time for the duration of this Agreement by requesting Paynetics to ‎refund it to you.  After this Agreement is terminated, you can only request to redeem the remaining e-money on your Account in full. You can request to redeem the e-money by contacting Customer Relations Centre. You will need to ‎provide Paynetics the details of an account [which must be an account in your name] to which you would like the refund to be made and ‎any other details we may require. Paynetics may require you to provide satisfactory confirmation of ‎your identity and address before the refund is made.‎

18.2.         All redemptions will be paid in the currency of your Account in which the remaining e-money being redeemed is held, at an exchange rate ‎prevailing at the time of processing the redemption. ‎

18.3.         A redemption fee (see Tariff) will be charged to cover redemption costs on each ‎redemption request as per the Tariff.

18.4.         Paynetics will not refund the remaining value of e-money on your Account if you make the request for ‎redemption more than 6 ‎years after the date of termination of this Agreement.‎

19.   COMPLAINTS

19.1.         If you wish to complain about Paynetics services under this Agreement, you can do so by contacting Paynetics Customer Relations Centre.

19.2.         You can find more information on how we handle complaints on ‎the Website. We will provide you with a copy of our complaints ‎procedure on your request or if we receive a ‎complaint from you. ‎In most cases, Paynetics will review your complaint and provide a full response within 15 business days from the date the complaint is received. In exceptional circumstances, where Paynetics is unable to respond to your complaint in full within that timeframe, Paynetics will send you a holding response with reasons for the delay and the timeframe within which you will receive a full response, which in any case will be within 35 business days from the date your complaint was received.

19.3          Where the payment services under this Agreement are provided in the UK, if Paynetics fails to provide a full response to your complaint within the time limit referred to above or has failed to resolve your complaint to your satisfaction, you may refer your complaints to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567, email complaint.info@financial-ombudsman.org.uk‎). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

19.4.         Where the payment services under this Agreement are provided in the EEA, if Paynetics fails to provide a full response to your complaint within the time limit referred to above or has failed to resolve your complaint to your satisfaction, you may refer your complaints to the Payment Disputes Conciliation Committee with the Commission for Consumer Protection (1000, Sofia, 1 Vrabcha Str, fl. 4, Bulgaria). Details of the service offered by the Payment Disputes Conciliation Committee are available at www.kzp.bg and https://abanksb.bg/pkps/pkps-contacts-En.html.

20.    MISCELLANEOUS

20.1.         Where the payment services under this Agreement are provided in the UK, this Agreement shall be governed by the English law. Any disputes relating to this Agreement will be finally settled by English court.

20.2.         Where the payment services under this Agreement are provided in the EEA, this Agreement shall be governed by the Bulgarian law. Any disputes relating to this Agreement will be finally settled by Bulgarian court.

20.3.         Pursuant to Article 46, Paragraph 5 of the Bulgarian Law on Payment Services and Payment Systems (LPSPS), the Parties agree that Articles 47-66 of the LPSPS (or any equivalent provisions under UK law, if applicable) shall not apply to their relations. All modifications to the Agreement and the Agreement and the Tariff shall be made as provided in Article 16 hereof. Pursuant to Article 67, Paragraph 4 of the LPSPS, the Parties agree that Article 68, Paragraph 1, Article70,  Paragraph 4  and 5, the term under Article 77, Paragraph 1, Article 78, Article 80, Article 82,  Paragraph  2 and 3, Article85,  Article 91, Article 92 and Article 93, Paragraph 1 of the LPSPS (or any equivalent provisions under UK law, if applicable) shall not apply to their relations but only the relevant provisions of the Agreement and the Agreement in which they are incorporated by reference.

20.4.         Paynetics may transfer or assign its rights and obligations under this Agreement to another company or individual at any time. If the transfer means that another organisation will be providing the services under this Agreement to you instead of Paynetics, Paynetics will give you notice of the transfer and the date when the transfer will take effect. Unless specified otherwise in the notice, the terms of this Agreement will be binding on you and the transferee as if the transferee was the original party to this Agreement from the date the transfer takes effect.‎ This will not affect any of your legal rights relating to this Agreement or the services provided under it.

20.5.         You cannot transfer or assign any of your rights and obligations under this Agreement to another individual or company without Paynetics’ prior written consent.

20.6.         If a court or competent authority establishes that a certain provision in the Agreement (or any part of any provision) is invalid, illegal or unenforceable, such provision (or part of it) shall be deemed to be non-existent to the extent necessary, but the validity and applicability of all other provisions of the Agreement shall not be affected.

21.    CUSTOMER RELATIONS CENTRE

21.1.         You can contact Paynetics Customer Relations Centre using the contact details set out below. For monitoring purposes, we may record any conversation with the Customer Relations Centre.

21.1.1.    Contact us about our services (open from 8 a.m. to 8 p.m., CEST/CET, 7 days a week):

21.1.1.1.    by Chat in the App.

21.1.1.1.    by email: support@ticknpay.com.

21.1.2.     Report lost, stolen or misappropriated Cards or other unauthorised access to your Account (available 24 hours a day):

21.1.2.1.   ‎Via Chat in the App;

21.1.2.2.   Via +44 20 3769 8510‎

Paynetics - Corporate Accounts with Business Debit Cards (Shared Balance) Terms – UK Corporate clients

1.      WHO WE ARE

1.1. We are Paynetics UK Limited. Where these terms refer to “Paynetics”, “we”, “us” or “our”, this means Paynetics UK Limited, a limited company in England and Wales (company number: 12481335) with its head office and registered address at 1st Floor, 18 Devonshire Row, London, England, EC2M 4RH. We operate the website at https://www.paynetics.digital/. We are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 942777) for the issuing of electronic money.

2. SUMMARY OF OUR SERVICES

2.1. If you sign up to use our services and we onboard you as a client, we will provide you with

 a) an EUR Account with a dedicated IBAN and one or more Cards, which may be used for sending or receiving payments in EUR and for Card payments and cash withdrawals in EUR; and/or.

(b) a GBP Account with a dedicated IBAN, an account number with sort code and one or more Cards, which may be used for sending or receiving payments in GBP and for Card payments and cash withdrawals in GBP.

2.2. Where these terms refer to:

(a) “Account/s”, this means any e-money payment account opened and maintained for you by us under this Agreement (includes both the GBP Account and the Euro Account);

(b) “Card/s”, this means any Card with separate balance in GBP or EUR issued under this Agreement. ‎

2.3. You can send money in your Account to third parties (which we refer to in these terms as beneficiaries), such as business partners or persons you owe money to (this type of payment is referred to in these terms as a “Push Payment”).

2.4. An APP Scam is where a person uses a fraudulent or dishonest act or course of conduct to manipulate, deceive or persuade another person to transfer money from the payer’s account to another account not controlled by the payer, where:.

(a) the beneficiary is not who the payer intended to pay; or

(b) the payment is not for the purpose that the payer intended.

2.5.We only reimburse victims of APP Scams in certain limited circumstances, including where money is sent from your GBP Account via faster payments. This does not include overseas payments or any payment method other than faster payments (please see clause 11 for more detail). It is therefore extremely important that you are vigilant when making requests to execute Push Payments. If you have any concerns at all about any Push Payments you are going to ask us to execute on your behalf, please get in touch with us before instructing the Push Payment.

2.6. Once there is money in your Account, you or a person designated by you as a cardholder (“Cardholder”) will be able to:.

(a) spend money at a merchant using the Card (this type of payment is referred to in these terms as a "Card Payment");

(b) withdraw cash at ATMs (referred to in these terms as a "Cash Withdrawal").

2.7. By agreeing to these terms, you confirm that you are a business and that you intend for the Account and Card to be used for business purposes. You are responsible for the actions of your Cardholders and for ensuring that they comply with the relevant parts of these terms.

3. THESE TERMS

3.1. This document sets out the terms and conditions of our services. It also sets out other important things that you need to know. These terms and conditions, along with the fees page (which you can access by clicking on the following link 

https://resources.weavr.io/ticknpay_corporate-programme-terms) (the “Fees Page”) apply to our services and form a legal agreement (the “Agreement”) between you (being the holder of the Account) and us.;

3.2. You can terminate these terms at any time by contacting our customer services team, using the contact details set out in Clause 29.1 (the “Customer Relations Centre”). We can terminate these terms at any time by providing you with 2 months’ notice via e-mail.;

3.3. These terms differ depending on whether or not you are a Charity or a Micro-Enterprise in Clauses 11.1, 12.2, 12.4, 12.6 and 14.4. The remainder of the terms are the same whether you are a Charity, a Micro-Enterprise or not. Charity means a body whose annual income is less than £1 million and is (a) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of “charity”); (b) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005; (c) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008. Micro-Enterprise has the meaning set out in the Payment Services Regulations 2017 which is (generally) an enterprise which (together with its group companies), at the time at which a transaction is entered into, employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed €2M.

3.4. You should be aware of the following when reading these terms:

(a) the web or mobile application which enables you to access your Account is developed, provided and maintained by a third party – “Technical Provider”,

(b) technical provider means the operator that performs certain technical and operational functions in relation to our services, including the operation of web or mobile application which connects the customers with Paynetics. For the sake of brevity, the web or mobile application through which you can access our services are collectively herein after referred to as “Platform” or Online Platform”;

(c) the Online Platform further described in clause 7 (the “Platform”) will have the Technical Provider`s branding on it. However, it is important for you to know that the Technical Provider does not provide you with any payment services. In other words, we and not the Technical Provider, issue you with electronic money and your Accounts. We also execute all Push Payments through your Accounts. If you have any queries in this regard, please contact our Customer Relations Centre.

(d) the Website means; the following website: https://resources.weavr.io/ticknpay_corporate-programme-terms

(e) these terms are concluded in English - if you are reading a non-English version, please note that this is provided for reference only and the English version is the version which applies;

(f) when we refer to a business day, we mean a day other than a Saturday or Sunday or bank holiday in England.

4. INFORMATION ON YOUR ACCOUNT

4.1. Your Account is an electronic money account within which you can hold electronic money. Your GBP Account can hold electronic money in GBP and your Euro Account can hold electronic money in Euro.

4.2. Electronic money is an electronic alternative to money. When you send money to your Account, we will credit the Account with a corresponding amount of electronic money. In these terms, when we refer to ‘money’ in your Account, what we mean is electronic money.

4.3. Once you have money in your Account, you will be able to execute Push Payments in GBP and/or EUR, as well as Card Payments and Cash Withdrawals.

4.4. Your Account differs from a bank account in that money in your Account:

(a) will not be invested or lent to third parties;

(b) will not accrue interest; and

(c) will not be covered by the Financial Services Compensation Scheme.

4.5. Money in your Account will be safeguarded, as explained in Clause 5.

4.6. You can credit your Account by making a payment via bank transfer using the details of the IBAN or account number and sort code linked to your Account as the beneficiary account details.

4.7. If you send money to the wrong account by mistake when trying to credit your Account, you should contact the financial institution you sent money to us from. We cannot accept responsibility for this.

4.8. Please note that someone other than you can credit your Account:

(a) by making a payment via bank transfer using the details of the IBAN or account number and sort code linked to your Account as the beneficiary account details;

(b) by sending money to your Account from their own account with us.

4.9. You may be charged a fee every time your Account is topped up. Please see the Fees Page for more information. The minimum load amount to top up your Account is also indicated in the Fees Page.

4.10. The balance of the Account should never exceed the limits set out in the Fees Page.

4.11. We will deduct the amount of a Push Payment together with the relevant fees from your Account when a Push Payment is executed. We will deduct the amount of a Card Payment and/or Cash Withdrawal (as relevant) together with the appropriate fees from your Account when the Card is used to execute a Card Payment and/or a Cash Withdrawal.

4.12. You can find out when money has been added to and taken from your Account by checking the Platform.

4.13. You can send money from your Account to an account you hold with another financial institution by executing a Push Payment in GBP or in EUR and providing the (non-Paynetics) account details as the beneficiary account details.

4.14. We can hold money in your Account indefinitely. However, if you have not used the money in your Account for more than two years, we shall try and contact you to establish whether you still want to have an Account with us.

4.15. We may refuse to top up your Account if:

(a) it would breach a restriction on your Account (please see Clause 13 and the Fees Page);

(b) your Account is inactive, blocked or terminated;

(c) the sender has provided incorrect/invalid Account details for payment;

(d) Paynetics reasonably believes the payment is fraudulent, illegal or unauthorised or related to a prohibited transaction.

4.16. If an incoming payment is refused for any of the reasons set out above, the funds may be sent back to the sender without prior notice to you.

5. HOW WE PROTECT MONEY IN YOUR ACCOUNT

5.1. When we receive money for your Account, we credit the Account with electronic money and we place the equivalent amount of money in segregated bank accounts with mainstream banks. This is commonly known as safeguarding.

5.2. Safeguarding means that, in the unlikely event that we get into financial difficulties, the money which we safeguard will be protected from the claims of our creditors and it should be returned to you in full, less the costs incurred by insolvency practitioners in distributing the safeguarded funds.

5.3. Segregated bank accounts are bank accounts which we hold with mainstream banks, and which only hold client money and not our own money.

5.4. Money will not be safeguarded by us, on your behalf, when it is deducted from your Account, for example because you have executed Card Payment, a Cash Withdrawal or a Push Payment.

6. PUSH PAYMENTS

6.1. Money subject to a Push Payment and the associated fees will be deducted from your Account. We use, and make available to you, various methods to execute Push Payments, including SEPA, Faster Payments. We do not guarantee that any particular payment method will be made available to you

6.2. You can make a request for a Push Payment to be executed on your behalf via the Platform or through a payment initiation service provider. You will need to let us know:

(a) the amount of the Push Payment you wish to make;

(b) the name of the beneficiary;

(c) the reason for the payment; and

(d) if the Push Payment is to a non-Paynetics account, the account’s sort code and account number, as well as any other relevant information that we may request for you to execute the Push Payment.

6.3. The time of receipt of the request for a Push Payment is when we receive it, which will typically be on the same day the request is made.

6.4. We have implemented confirmation of payee for Push Payments from your GBP Account where the beneficiary account is located in the UK. This means that when you provide us with new beneficiary account details, we will check through the confirmation of payee system, that the name of the beneficiary you have provided us with matches the name on the account with the sort code and account number you have provided us with. You will be provided with four possible outcomes:

(a) Yes, the name and account type you supplied matches the details on the account;

(b) No, the name is a close match;

(c) No, the name doesn’t match the name held on the account;

(d) Unavailable, it has not been possible to check the name because: timeout, account doesn’t exist etc.

You should take extreme caution when placing a request to execute a Push Payment, where the name you have provided us for the beneficiary does not match exactly, or at all, the name on the account with the sort code and account number you have provided us.

You should not take the fact that the name you have provided us with matches the name on the account with the sort code and account number you have provided us with, as an assurance that you are not the subject of an APP Scam. If you have any concerns that you might be the victim of an APP Scam, you must contact us prior to executing the Push Payment.

6.5. We confirm the details of each Push Payment order placed. After a Push Payment order is processed, you will be able to see the confirmation of the Push Payment on the Platform.

6.6. If you see confirmation of a Push Payment you did not place with us, you must contact us as soon as possible via the Customer Relations Centre.

6.7. We can refuse requests to execute Push Payments. If we do so, we shall, unless it would be unlawful for us to do so, notify you of the refusal and the reasons for that refusal. We will also let you know the procedure for rectifying any factual errors that led to that refusal.

6.8. If you think that you have provided us with incorrect details, you must contact us via the Customer Relations Centre as soon as possible.

6.9. Your request to execute a Push Payment will be rejected if you try to execute a Push Payment but there is not enough money in your Account to cover the amount of the Push Payment and any applicable fees.

6.10. A request to execute a Push Payment may be cancelled at any time prior to the end of the business day before the Push Payment is due to be executed, via the Customer Relations Centre.

6.11. How long will it take for money sent via a Push Payment to reach the beneficiary account? We are obliged by the Payment Services Regulations 2017 to tell you the maximum amount of time it is allowed to take, for money in your Account to arrive with the beneficiary’s bank. In most cases, it will take less time than this. However, we may delay the payment in accordance with clause 6.12. If you want details of the amount of time it is likely to take, please contact the Customer Relations Centre.

How long will it take for the money to reach the beneficiary account?

6.12. We might delay or not execute a Push Payment where we have established that there are reasonable grounds to suspect that your request to execute a Push Payment has been placed subsequent to fraud or dishonesty perpetrated by a person other than you.

7. THE PLATFORM

7.1. The Platform allows you to (amongst other things):

(a) view the balance of money in your Account;

(b) make requests for Push Payments to be executed using money in your Account;

(c) view the details of the transactions on your Account, including:

(i) Card Payments;

(ii) Cash Withdrawals; and

(iii) Push Payments.

8. ACCESS TO YOUR ACCOUNTS BY THIRD PARTY PROVIDERS

8.1. You may choose to allow (and provided you have given them your explicit consent):

(a) providers of account information service (i.e. an online service which accesses one or more payment accounts to provide a consolidated view of such accounts) to access information on your Accounts; and/or

(b) providers of payment initiation service (i.e. an online service which allows a third party to initiate payments on behalf of the account holder from their account and at their request) to initiate payments from your GBP and EUR Accounts.

8.2. Only those providers of account information or payment initiation services that are authorised with the Financial Conduct Authority to provide the relevant service in the UK can be given access to your Accounts. The Financial Conduct Authority’s register (available at https://register.fca.org.uk/ ) will tell you whether a provider is authorised in the UK, and we recommend you check it before using their services.

8.3. We will treat any instruction from such providers of account information or payment initiation services as if it was from you. Some providers may use your Account security details to provide their service. You should always consider the implications of sharing your security information.

8.4. We can deny providers of account information or payment initiation services access to your Account if we are concerned about unauthorised or fraudulent access. We will notify you of the denial of access and the reasons for it beforehand if possible or otherwise immediately afterwards (unless doing so would compromise our security measures or would be unlawful). The access to your Account may be restored once the reasons for denying the access no longer justify such denial.

9. DESCRIPTION OF THE CARD

9.1. Your/the Cardholder’s Card is issued under the Mastercard brand pursuant to license granted by Mastercard International or under the Visa brand pursuant to license granted by Visa Europe Limited. The Card allows you/the Cardholder to:

(a) make Card Payments with merchants which accept Mastercard© or Visa©; and

(b) enter into Cash Withdrawals at ATMs which accept Mastercard© or Visa©.

9.2. We issue both physical Cards and ‘virtual’ Cards. A ‘virtual’ Card is not a physical card, rather you/the Cardholder will be provided with the card number, expiry date and security code via the Platform. You/the Cardholder can then use these details to make Card Payments with merchants.

9.3. You are fully liable for all transactions initiated with the Card.

9.4. The value of Card Payments and Cash Withdrawals made using your/the Cardholder’s Card and all applicable fees will be deducted from your Account balance. If there is insufficient balance in your Account to complete the Card Payment/Cash Withdrawal, including all applicable fees, the Card Payment/Cash Withdrawal will be refused. You will need to top-up your Account with enough money for the relevant Card Payment or Cash Withdrawal to be executed.

9.5. You will be responsible for all goods or services purchased with the Card. Any dispute with a merchant about a product or service purchased with the Card will be considered a dispute between you and the merchant, and should be addressed directly to that merchant. We do not accept any responsibility or liability for the quality, safety, legality or any other aspect relating to and do not provide any warranties regarding such goods or services purchased with the Card.

9.6. We will not be liable if a merchant refuses to accept the Card or if we have refused to execute a Card Payment or Cash Withdrawal, whilst acting in accordance with this Agreement.

9.7. Your/the Cardholder’s Card cannot be transferred and/or made available to use by anyone but you/the Cardholder. If you/the Cardholder provide the access and/or the opportunity to use the Card to a third party, you shall be fully liable for all transactions initiated by such third parties.

9.8. Each Card has a validity period within which you/the Cardholder may use the Card. If the Card is physical, it will expire on the last day of the month/year indicated on its front. If the Card is virtual, it will expire on the last day of the month/year indicated on the Platform or on the expiry date sent to you/the Cardholder by e-mail . All Card Payments and Cash Withdrawals initiated after the expiration or cancellation of the Card will not be authorised or executed.

9.9. The physical Card will be sent to you/the Cardholder via post within 10 business days of the date your/the Cardholder’s request to have the Card issued is accepted. The Cardholder may have to produce identification to receive his/her physical Card. You/the Cardholder must sign on the signature strip on the reverse side of his/her physical Cards immediately after receiving it. Virtual Cards will be issued via the Platform immediately after the request to have a new Card issued is approved by us.

9.10. When you/the Cardholder receive the physical Card, it will be inactive. You/the Cardholder must activate the Card before its use, otherwise any Card Payments and Cash Withdrawals attempted will be rejected. The Card can be activated by you/the Cardholder through the Platform.

9.11. You/the Cardholder will be provided with a PIN to use with the physical Card. You/the Cardholder can change the PIN at an ATM. You/the Cardholder can choose a PIN to use with the virtual Card via the Platform. You/ the Cardholder should memorise the PIN and then ensure that any media on which it is recorded is destroyed or at the very least not kept with the physical Card. You/the Cardholder have important obligations to keep security details, such as PINs, safe.

9.12. You/the Cardholder may request a new physical Card if the existing Card is lost, stolen or destroyed. You will be charged a fee for replacing the physical Card (please see our Fees Page).

9.13. You/the Cardholders can give us an instruction and consent to a Card Payment and a Cash Withdrawal being executed, using your/the Cardholder’s Card, by any one of the following methods:

(a) in case of Cash Withdrawal from an ATM, by entering a PIN;

(b) in case of Card Payments in-store, by entering a PIN and/or signature on the receipt or by tapping/waving the physical Card (or a device where the virtual Card is held) over a card reader for contactless payments;

(c) in case of Card Payments online or over the phone, by providing the Card details and any other security information or credentials, when requested.

9.14. Your/the Cardholder’s consent for a Card Payment may cover a single payment or a series of recurring payments on the Card (such as where you/the Cardholder gives the Card details to a merchant to be used for Card Payments in the future) for a set or variable amount. Please be careful when providing your consent.

9.15. Merchants in certain business sectors (e.g., car rental companies, hotels and other service providers) estimate the amount of the final Card Payment to them and require us to “pre-authorise” or withhold the estimated amount on the relevant Card. Sometimes, that withheld amount may exceed the final amount spent. In such cases, the initially withheld funds will not be available on the Card for up to 15 days until the final Card Payment request is received by us or released by the merchant. We may release such amounts only with the merchant’s consent.

10. YOUR OBLIGATIONS TO KEEP THE PLATFORM AND YOUR ACCOUNTS AND CARDS SAFE

10.1. You must take all reasonable steps and you must ensure that the Cardholders take all reasonable steps to keep the Cards, the Platform and your password used to gain access to the Platform (the “Password”), safe. This includes you and the Cardholders:

(a) not telling anyone their Password or PIN or otherwise being careless with the secrecy of their Password and PIN;

(b) notifying us, via the Customer Relations Centre, without undue delay:

(i) upon the loss or theft of a Card;

(ii) upon suspecting that someone other than a person who is meant to know a Password or PIN, knows the Password or PIN;

(iii) upon suspecting that someone other than a person who is supposed to be able to gain access to the Platform, is able to gain access to the Platform;

(c) changing their Password and/or PIN as soon as reasonably possible if there is suspicion that someone, other than the person who is supposed to know the Password and/or PIN, knows the Password and/or PIN;

(d) ensuring that the Password is not stored by the browser or cached or otherwise recorded by the computer or other device used to gain access to the Platform;

(e) maintaining the security of their computer systems, including having recognised anti-virus software, on the computer or other device you use to gain access to the Platform;

(f) ensuring that the e-mail account(s), phone number, mobile phone number, computer and other network used to communicate with us are secure and only accessed by the correct persons; and

(g) not writing down Password or PINs unless it is done in a way to make it difficult for anyone else to recognise them;

(h) not recording PINs on your Card or keeping PINs together with the Card;

(i) not allowing anyone other than a person who is so authorised under these terms to use in any manner whatsoever a Card, a PIN, the Platform or a Password;

(j) keeping Cards and any personal devices (mobile phones, computers, tablets) that can be used to execute Card Payments secure and not letting anyone else use them to execute Card Payments or Cash Withdrawals;

(k) not choosing a Password or PIN that would be easy for someone to guess such as letters or digits that:

(i) are easily associated with the relevant person, for example their telephone number or date of birth;

(ii) are part of the data imprinted on the Card;

(iii) consist of the same digits (1111) or the sequence of running digits (1234); or

(iv) are identical to previously selected PINs/passwords;

(l) use up-to-date virus, malware, and spyware software and a firewall on any devices used to access Cards or the Platform to reduce the risk of security breaches.

10.2. You/the Cardholder have to notify us via the Customer Relations Centre if:

(a) a Card has been withheld by an ATM;

(b) a Card is lost, stolen or misappropriated; and/or

(c) you or a Cardholder believe there has been unauthorised use of your Card or Account or anyone who shouldn't be able to may be able to use or access the Platform, your Account, Card or security details.

10.3. We will make all reasonable efforts to stop the use of your Cards after receiving a notification from you or the Cardholder.

10.4. We may restrict, block, or deactivate the Platform and/or one or more of your Cards if:

(a) we are concerned about the security of your Cards;

(b) we become aware or suspect that the Platform and/or your Cards or security details relating to them are or might be being used in an unauthorised, unlawful or fraudulent manner;

(c) we believe we need to do so to comply with the law or a court order in any applicable jurisdiction;

(d) we receive an instruction to do so by a card organisation (such as VISA or Mastercard) or regulatory authority or government agency;

(e) this Agreement is terminated for any reason;

(f) you ask us to do so;

(g) you or any Cardholder have breached any term of this Agreement in a material way.

10.5. We will, if possible, notify you before restricting, blocking, or deactivating the Platform and/or your Cards and the reasons for it. If we are unable to notify you beforehand, we will notify you immediately afterwards. We will not notify you if doing so would compromise our security measures or would be unlawful.

10.6. The Cards will be unblocked or re-activated (or replaced) as soon as possible after the reasons for blocking cease to exist.

10.7. You shall ensure the Cardholders’ compliance with these terms, including, without limitation, the requirements set forth in this Clause 10. You shall be responsible for all obligations arising out of the Card use and shall be liable to Paynetics for all damages caused by the Card’s improper and/or non-compliant use under this Agreement.

11. AUTHORISED PUSH PAYMENT SCAMS

11.1. Unless stated in clause 11.2 that we will not reimburse you, we will reimburse you the amount of money that you have lost, as a result of an APP Scam, up to a maximum of £415,000, less an excess of £100, where all of the following apply:

(a) you have been the victim of an APP Scam;

(b) you are a Micro-Enterprise or a Charity;

(c) the money which was the subject of the APP Scam was sent via a Push Payment from your GBP Account with us:

(i) to a payment account which is denominated in GBP and located in the UK and not controlled by you; and

(ii) via the faster payments scheme.

We will not deduct an excess from the amount we reimburse you, if the person who made the request to execute the Push Payment on your behalf was a Vulnerable Customer at the time the relevant Push Payment was executed, and the vulnerability affected their ability to protect themselves from the APP Scam. A Vulnerable Customer is someone who, due to their personal circumstances, is especially susceptible to harm - particularly when we have not acted with appropriate levels of care.

11.2. We will not reimburse you under clause 11.1, if one of the following circumstances applies:

(a) we determine that you:

(i) are a party to the fraud;

(ii) are claiming fraudulently or dishonestly;

(iii) are claiming for an amount which is the subject of a civil dispute or other civil legal action, or which was paid for an unlawful purpose;

(b) we determine that any of the circumstances described in clause 11.1. para (b) or (c), letter (i) or letter (ii), is not fulfilled;

(c) you reported the Push Payment as being as a result of an APP Scam more than 13 months after the Push Payment was executed;

(d) the Push Payment was executed prior to 7 October 2024;

(e) where we can demonstrate that you have, as a result of gross negligence, not complied with one or more of the requirements set out in the Consumer Standard of Caution and this had a material impact on your ability to protect yourself from the scam, unless the person which placed the request to execute the Push Payment was a Vulnerable Customer at the time the payment was executed and this had a material impact on their ability to protect themselves from the scam;

(f) on other grounds explicitly provided for in the applicable APP Scam rules of the regulatory authorities in the UK, such as Pay.UK, Payment Systems Regulator, FCA, as amended and supplemented from time to time.

11.3. The Consumer Standard of Caution requires you to:

(a) have regard to any intervention made by us (including through the confirmation of payee system) and/or any competent national authority (such as the Police or the National Crime Agency);

(b) upon learning or suspecting that you were the victim of an APP Scam, report it promptly to us;

(c) respond to any reasonable and proportionate requests for information made by us;

(d) (upon our request) report the scam to the police or consent to us reporting the scam to the police on your behalf.

11.4. It will be more likely that we can demonstrate that you have been grossly negligent in complying with the Consumer Standard of Caution if:

(a) you proceed with a Push Payment, despite having been told that the name of the beneficiary you have provided us with does not match the name on the account that you have provided us with the sort code and account number of;

(b) you rely upon a confirmation that the name of the beneficiary you have provided us with matches the name on the account you have provided us with the sort code and account number of as proof that you are not the victim of an APP Scam.

11.5. We may require you to provide us with declarations for your status, i.e. whether you are a Micro-enterprise or Charity, or with information which will enable us to determine whether you are a Micro-enterprise or Charity at the time of the APP Scam payment. If you confirm untrue status or provide us with untrue information which did not enable us to determine your status or misled us with respect to whether you are a Micro-enterprise or Charity, you may not be entitled to an APP Scam reimbursement, and we may reject paying you a refund. If your status has changed compared to what you initially notified us of, e.g. you have become a corporate from a Micro-enterprise or a Micro-enterprise from a corporate, you should immediately notify us via the Customers Relations Centre.

11.6. If you are entitled to a refund from us, as a result of you being the victim of an APP Scam, we will reimburse you within five business days of you telling us about the APP Scam unless we “stop the clock”. We are entitled to “stop the clock” to gather further information to assess your claim for reimbursement. If we avail ourselves of the “stop-the clock” opportunity and ask you to provide us with additional information and/or documents to be able to assess your APP Scam claim, you should cooperate in good faith with us and provide us with all information and/or documents reasonably requested within your possession or knowledge. If we “stop the clock”, we must in any event decide whether your claim is to reimbursed or not within 35 business days of you telling us about the reimbursement scam.

11.7. If you think that you are entitled to reimbursement under this clause 11, please get in touch with us via the Customer Relations Centre. as soon as possible.

12. LIABILITY FOR UNAUTHORISED AND INCORRECTLY EXECUTED PUSH PAYMENTS, CARD PAYMENTS

AND CASH WITHDRAWALS

12.1. If:

(a) money sent by us via a Push Payment did not reach the beneficiary account at all or within the timeframe set out in Clause 6.11; or

(b) money sent by us via a Push Payment and/or a Card Payment has been sent without your/the Cardholder’s authorisation or a Cash Withdrawal has been made without your/the Cardholder’s authorisation,

12.2. then you must contact us via the Customer Relations Centre as soon as possible, and in any event within:

(a) 13 months of the date of the relevant transaction if you are a Charity or a Micro-Enterprise; or

(b) 4 months of the date of the relevant transaction if you are not a Charity or a Micro-Enterprise.

12.3. You are entitled to a refund where:

(a) money sent via a Push Payment did not reach the beneficiary account; or

(b) money sent via a Push Payment and/or a Card Payment has been sent without your/the Cardholder’s authorisation; or

(c) money has been withdrawn from your Account without your authorisation, and you have notified us within the timeframe set out in Clause 12.2.

12.4. If you are a Charity or a Micro-Enterprise, you will be liable for up to £35 of losses arising from:

(a) someone other than you being able to access the Platform and execute an unauthorised Push Payment; and

(b) someone other than a Cardholder using his/her Card to execute a Card Payment or a Cash Withdrawal,

12.5. unless one of the below circumstances applies in which case we are fully liable:

(a) you or a Cardholder couldn’t have known that a Card was at risk of being misused prior to it being misused;

(b) the Push Payment or Card Payment or Cash Withdrawal (as appropriate) happened because someone we are responsible for made a mistake;

(c) the Push Payment was made after you told us that someone knew your Password or could gain access to the Platform and if we had acted on this information, this would have prevented your loss;

(d) the Card Payment or Cash Withdrawal was made after you/the Cardholder told us that you had lost your Card or that someone else had access to it and if we had acted on this information, this would have prevented your loss;

(e) we didn’t give you a way to tell us about someone other than you/the Cardholder being able to access the Platform or your Card being out of your control and if we had given you a way to tell us, this would have prevented the loss;

(f) the law required us to make you follow certain security procedures when you instructed us to make the Push Payment via the Platform and we didn’t do this.

12.6. If you are not a Charity or a Micro-Enterprise, Clause 12.3 above will not apply and you will be liable for the full amount of the losses arising from any of the events specified thereunder.

12.7. You are not entitled to any refund:

(a) where you or a Cardholder has acted fraudulently or has intentionally or with gross negligence failed to keep the relevant Card, the relevant PIN, the Platform or the relevant Password safe (including in accordance with Clause 10) unless you or a Cardholder told us about this before the Push Payment or the Card Payment or Cash Withdrawal was made. For example, we wouldn’t make a refund if you or a Cardholder gave someone your Password or your Card and they made a Push Payment or a Card Payment or a Cash Withdrawal without you knowing about it;

(b) if we can prove to you that the beneficiary’s bank received the amount of the Push Payment on time - in this case you or the beneficiary may be able to recover any losses from the beneficiary’s bank.

12.8. If you are entitled to a refund, we will refund you by the end of the business day following the day we become aware, unless we suspect fraud and notify the appropriate authorities. If we subsequently reasonably believe that you were not entitled to the refund, we will have the right to deduct the amount of the refund from any funds you hold with us and reserve the right to recover the value of the refunded payment by any other legal means.

12.9. If you gave us the wrong beneficiary account details, we will not issue you with a refund, but we will try and trace the money subject to Push Payment for you. We may charge you a reasonable fee for tracing this money.

12.10. If it takes longer than it should for money to be deposited in the beneficiary account, please let us know and we can make a request to the beneficiary’s account provider to treat the Push Payment as if it was made on time.

13. RESTRICTIONS ON YOUR USE OF OUR SERVICES

13.1. To use our services you must be a business domiciled in the United Kingdom.

13.2. Neither you, nor any Cardholder can use our services:

(a) for any activities which do not comply with any applicable laws or regulations, including but not limited to laws relating to money laundering, fraud, financial services or consumer protection;

(b) for any activities listed on our website as prohibited;

(c) for any fraudulent purposes;

(d) in relation to any ‘pyramid’ arrangement, Ponzi schemes or similar marketing or matrix programs or other schemes for ‘quick enrichment’ or high-yield investment programs;

(e) for the sale, supply or purchase of illegal items or items promoting or facilitating illegal activities;

(f) for the sale, supply or purchase of counterfeit products or products infringing intellectual property rights;

(g) for products or services for the processing or aggregation of payments by third parties;

(h) for money laundering;

(i) for terrorist financing or propaganda;

(j) for pornography, escort services and selling and/ or advertising sexual services.

13.3. We can stop providing you with our services if you breach this Clause 13.

13.4. We may impose restrictions on your/the Cardholders’ use of our services so that we can comply with our regulatory obligations and risk appetite. These restrictions will be set out on the Fees Page and/or the Website and may change from time to time. These restrictions may include the following:

(a) limits on minimum amount you can top-up your Account by;

(b) a maximum balance of your Account;

(c) a maximum amount of a single Push Payment, Card Payment and Cash Withdrawal you or a Cardholder can carry out;

(d) a maximum volume of Push Payments, Card Payments and Cash Withdrawals in a given time period;

(e) a maximum number of Push Payments, Card Payments and Cash Withdrawals you or a Cardholder can execute in a given time period.

13.5. We may:

(a) refuse to top-up your Account, if the top-up would cause your Account to exceed its limit or if we suspect the payment is fraudulent or against the law in some other way;

(b) refuse to execute a Push Payment, a Card Payment or a Cash Withdrawal if it would breach a restriction.

13.6. In addition, we may also apply internal controls, including limits, to certain types of transactions from time to time but for security purposes, we may be prohibited to disclose them.

14. COMPLAINTS

14.1. If you feel that we have not met your expectations in the delivery of our services or if you think that we have made a mistake, please let us know. You may let us know by contacting the Customer Relations Centre.

14.2. You can find more information on how we handle complaints on our website (https://www.paynetics.digital/complaints/). We will provide you with a copy of our complaints procedure upon request or if we receive a complaint from you.

14.3. In most cases, we will review your complaint and provide a full response within 15 business days of the date of the complaint. In exceptional circumstances, where we are unable to respond to your complaint in full within that timeframe, we will send you a holding response setting out the reasons for the delay and the timeframe within which you will receive a full response, which in any case will be within 35 business days of the date of the complaint.

14.4. If:

(a) you are an eligible complainant, which generally means if you are a Micro-Enterprise, a Charity or a Small Business (which means an enterprise which is: (a) not a Micro-Enterprise; (b) has an annual turnover of less than £6.5 million; and (i) employs fewer than 50 persons or (ii) has a balance sheet total of less than £5 million (or its equivalent in any other currency)); and

(b) the complaint falls within the Financial Ombudsman Service's jurisdiction,

14.5. then you may be able to take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response to your complaint. Further information on eligibility criteria and the procedures involved in referring your complaint to the Financial Ombudsman Service are available from http://www.financial-ombudsman.org.uk.

14.6. If:

(a) you are not an eligible complainant; or

(b) your complaint does not fall within the Financial Ombudsman Service’s jurisdiction; or

(c) you do not wish to refer your complaint to the Financial Ombudsman Service,

14.7. then you may refer your complaint to the courts in accordance with Clause 18.9, should you not be satisfied with our final response.

15. WHERE CAN YOU GET INFORMATION ON HOW WE HANDLE PERSONAL DATA?

15.1. We are a Controller of personal data. We will process personal data belonging to you (if you are an individual), the Cardholders and your directors and ultimate beneficial owners. Details of how we process the personal data are set out in our privacy policy, which is available on the following weblink: https://www.paynetics.digital/uk-privacy-policy/.

15.2. By agreeing to these terms, you are providing your explicit consent to us accessing, processing and retaining your personal data for the provision of payment services.

16. OUR DUTY OF CONFIDENTIALITY

16.1. We shall keep your confidential information (such as your name, registered address and details of contracts you have entered into) confidential and shall not use such confidential information except for the purpose of exercising or performing our rights and obligations under these terms.

16.2. Please note that we may disclose confidential information to:

(a) our staff and advisers (for example legal and compliance firms) and any partners we work with, provided that we ensure they keep it confidential;

(b) Technical Provider;

(c) the extent required by law or by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction;

(d) the bank we use to provide us with banking facilities in the normal course of business.

17. INFORMATION WE REQUIRE AND CHECKS WE CARRY OUT WHEN ONBOARDING YOU AS A CLIENT

AND THROUGHOUT THE TERM OF OUR RELATIONSHIP

17.1. To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and related law, it may be necessary for us to, both prior to onboarding you as a client and during the term of this Agreement:

(a) obtain from you and retain in our records evidence of the identity of; and/or

(b) carry out an electronic verification check and/or credit check via a third-party provider on, you, your directors, officers, shareholders, partners, trustees, beneficiaries, Cardholders and/or beneficial owners (as appropriate).

17.2. We reserve the right to carry out all and any necessary money laundering, terrorist financing, fraud or other illegal activity checks including due diligence in relation to the Beneficiary before executing a Push Payment or a Cash Withdrawal or a Card Payment.

17.3. If we are not satisfied with the documentation provided or the results of such checks, we will not be able to continue providing you with our services (which will include us freezing money in your Account). We shall keep records of the documentation and results of such searches in accordance with our data retention policy. You acknowledge that us carrying out electronic checks will leave a soft footprint on the relevant individual or entity’s credit history. You warrant that you have obtained the consent of each person which will be subject to such checks prior to accepting these terms.

17.4. We are obliged to report any reasonable suspicions we have about you to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

17.5. We may require additional documentation and information from you during the lifetime of these terms. You should provide us with true and complete information and/or documents upon onboarding you as a client and during the lifetime of these terms. If you do not provide us with the information or documentation we require, we may withhold our services and freeze your money until we receive the documentation or information that we require. If you provide us with false or misleading information and/or documents, we may terminate this Agreement with 2 months` notice and withhold our services and freeze your money until the date this Agreement is terminated.

18. OTHER IMPORTANT TERMS

18.1. We may transfer our rights under these terms and associated contracts to another organisation without your consent. We shall let you know in advance before doing so. You and the Cardholders cannot transfer your Card, your access to the Platform or your Account or any other rights under these terms to anyone.

18.2. We record telephone conversations and may use them as evidence if you make a complaint. We shall destroy our recordings in accordance with our normal procedures.

18.3. You can obtain a copy of these terms. A copy is always available on the Website and via the Customer Relations Centre.

18.4. If we or you have breached these terms and the non-breaching party doesn't enforce its rights, or delays in enforcing them, this will not prevent the non-breaching party from enforcing those or any other rights at a later date.

18.5. We shall have no liability to you if we are prevented from or delayed in performing our obligations under these terms by acts, events, omissions or accidents beyond our reasonable control.

18.6. Each of the clauses of these terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

18.7. We can change these terms, including the fees you are charged, by giving you two months’ notice via email. We shall assume that you are happy with the changes unless you tell us that you want to terminate this Agreement before the changes come into force.

18.8. These terms are governed by the laws of England.

18.9. Unless you take your complaint to the Financial Ombudsman Service (in accordance with Clause 14) and the Financial Ombudsman Service is satisfied that your complaint falls within its jurisdiction, the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims) and any transaction to which these terms apply or its subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to these terms.

19. FEES AND EXCHANGE RATES

19.1. Fees that apply to our services are set out on the Fees Page.

19.2. If money sent to your Account is in a currency other than GBP, then this money will be converted into GBP using an exchange rate made up of a reference rate (details of which are available on the Platform) plus the currency conversion mark-up fee as set out in the Fees Page. The exchange rate will be determined at the time the money is received.

19.3. If a Card Payment or Cash Withdrawal is in a currency other than GBP, then the amount deducted will be the amount of the Card Payment or Cash Withdrawal converted to GBP using the reference exchange rate applied by MasterCard® (available at https://www.mastercard.co.uk/en-gb/personal/get-support/convert-currency.html) plus the currency conversion mark-up fee set out in the Fees Page. The exchange rate shall be determined on the date that the Card Payment or Cash Withdrawal is processed. The reference exchange rate is not set by us and varies throughout the day meaning it may change between the date the Card Payment or Cash Withdrawal is made and the date it is processed. We provide information on the total currency conversion charges applicable with respect to Card Payments and Cash Withdrawals, expressed as a percentage mark up over the latest available euro foreign exchange reference rates issued by the European Central Bank on the Platform.

20. INDEMNITY

20.1. You shall indemnify us against all amounts we are required to pay to another financial institution, together with all associated losses, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expense, where both:

(a) that other financial institution has compensated its customer as a result of its customer claiming to have been the victim of an APP Scam; and

(b) any money which that customer paid, as part of the APP Scam, was credited to or meant to be credited to your Account.

20.2. We may deduct any monies you owe us in accordance with clause 20.1 from your Account(s) and if you do not have sufficient funds, this will result in your Account(s) having a negative balance.

21. NEGATIVE BALANCE

21.1. If any action results in a negative balance in your Account, you must top up the Account by the amount of the negative balance immediately.

21.2. Until the negative balance on the Account is reimbursed in full, we may:

(a) suspend your Account(s) and/or Cards;

(b) charge you interest at 4% above the base rate of the Bank of England on such negative balance; and/or

(c) take legal action against you to recover such amount and charge you our reasonable costs in pursuing you.

22. STATEMENTS

22.1. We will provide you with information about transactions on your Account and fees applied by means of electronic statements which will be accessible on the Platform. Statements will not be provided on paper. You should carefully review these statements regularly. Your statements will remain available on the Platform for you to access for 1 year. You may wish to download or print your statements for your future reference. You will be charged a fee (see Fees Page) if you ask us to provide additional information or provide it in a different manner than as described here.

23. LATE OR INCORRECTLY EXECUTED TOP-UPS TO YOUR ACCOUNT

23.1. If we have received a payment for your Account but we have not credited correctly or on time, we will immediately credit your Account with the correct amount including any fees to restore the Account to the position it would have been at if the payment was executed correctly and on time.

23.2. If we top-up your Account when we shouldn’t have done or when this money does not belong to you, (for example someone sent it to you by mistake), we may, where we consider it reasonable to do so, take this money from your Account and return it to the sender. We are obliged to provide certain information to the sender’s payment service provider about you and the payment to enable them to recover their funds.

24. FUTURE PAYMENTS INITIATED VIA A CARD

24.1. If you/a Cardholder authorises a Card Payment without knowing the final amount of the payment (for example, when renting a car or booking a hotel room) and you think that the final amount of the payment is too much, you have the right to ask us to process a refund of such payment provided that all of the following conditions are met:

(a) you have asked for a refund within 8 weeks of the Card Payment;

(b) at the time of authorisation to execute the Card Payment, the exact amount of the Card Payment was not specified; and

(c) the amount of the Card Payment exceeded the amount you could have reasonably expected, taking into account your previous spending patterns and the case-specific circumstances. If the amount of the Card Payment increased because of the currency exchange rates when the reference exchange rate agreed with us has been applied, this will not be a valid reason.

24.2. Within 10 business days of receiving your request for a refund, or, where applicable, of receiving the further information we requested, we will refund the full amount of the Card Payment or inform you of the refusal to refund it, together with the grounds for refusal and the authorities to which you can complain if you do not accept those grounds. The refund will include the entire amount of the Card Payment which will be dated back to the date on which your Account was debited.

24.3. You will not be entitled to a refund of any Card Payment that was initiated by or through payee when:

(a) you/the Cardholder have given your/his consent to execute the Card Payment directly to us; and

(b) where applicable, we or the payee has informed you/the Cardholder about the upcoming Card Payment at least 4 weeks before it was due to be made.

25. GENERAL LIABILITY

25.1. We will not be liable to you for any damages or losses arising from or relating to:

(a) any Push Payments, Card Payments or Cash Withdrawals executed in accordance with the information or instructions provided by you or any Cardholder which was incorrect, inaccurate or incomplete;

(b) refusal of a merchant, ATM or any other person to accept the Card as a payment method;

(c) you or any Cardholder acting fraudulently or with gross negligence;

(d) any loss or damage which is not a direct result nor a direct consequence of a breach of this Agreement by Paynetics;

(e) your or Cardholder`s failure to use the Card or Account in accordance with this Agreement;

(f) loss of revenue, goodwill, lost benefits or expected savings;

(g) any loss or damage caused by a virus, Denial of Service attack dissemination or other technologically harmful material that may infect a computer or other device or equipment, software programs, data or other proprietary material in connection to the Card, Account and this Agreement;

(h) the quality, safety, legality or any other aspect of goods and/or services purchased using a Card Payment or Push Payment or any possible disputes arising between you/the Cardholder and the provider of such goods/services;

25.2. None of the terms of this Agreement will limit or exclude our liability for fraud, gross negligence or any other liability which cannot be legally excluded or limited by law.

26. TERM OF THIS AGREEMENT

26.1. This Agreement will become effective when your application is approved by us. This Agreement will remain valid until it is terminated in accordance with its terms.

27. FREEZING YOUR ACCOUNT AND YOUR CARDS

27.1. We may close and/or suspend and/or deduct an appropriate amount of money from your Account immediately in exceptional circumstances. Exceptional circumstances include, for example the following:

(a) if we have good reason to suspect that you or any of the Cardholders have behaved or are behaving fraudulently or otherwise criminally;

(b) if we believe, acting reasonably, of if another PSP informs us, that money which has been credited to your Account as a result of an actual or alleged APP Scam;

(c) if you (or someone acting on our behalf) haven't given us any information we need, or we have good reason to believe that information you have provided is incorrect or not true;

(d) if you or any of the Cardholders have broken these terms and conditions in a serious or persistent way and you haven't put the matter right within a reasonable time of us asking you to;

(e) if we have good reason to believe that your or the Cardholders’ use of the Platform is harmful to us or our software, systems or hardware;

(f) if we have good reason to believe that you or any of the Cardholders continuing to use your Account and/or Cards could damage our reputation or goodwill;

(g) if you or any of the Cardholders behave in a disrespectful or abusive way to our or staff, for example by harassing or insulting staff members or using offensive language while communicating with them;

(h) if we have asked you to repay money you owe us and you have not done so within a reasonable period of time;

(i) if we have to do so under any law, regulation, court order or ombudsman’s or card organisation’s instructions;

(j) if you are an individual or a partnership:

(i) you or one or more of your partners die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation;

(ii) you or one or more of your partners suspend payment of your debts, make or take steps with a view to making any moratorium, assignment, composition or similar arrangement with creditors, have a receiver appointed in respect of some or all assets, are the subject of a bankruptcy petition, application or order, or have anything similar to any of the events described in this Clause 27.1(j) happen to you anywhere in the world;

(k) if you are not an individual or a partnership:

(i) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (“IA 1986”) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(ii) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditors;

(iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;

(iv) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you;

(v) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;

(vi) a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your assets;

(vii) one of your creditors or encumbrancers attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;

(viii) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 27.1(j);

(ix) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;

(l) if any of the representations made in these terms or information supplied by you are or become materially inaccurate or materially changed;

(m) if it becomes or may become unlawful for us to maintain or give effect to all or any of our obligations under these terms or otherwise to carry on our business;

(n) we consider it necessary to do so for our own protection including (without limitation) in the following circumstances:

(i) if we suspect illegal activities, fraud or money laundering;

(ii) protection from your default;

(iii) protection from market failure;

(iv) protection from adverse or volatile market conditions; and

(v) protection from loss by us.

27.2. If you become aware of the occurrence or likely occurrence of any event referred to in Clause 27.1, you shall notify us immediately.

27.3. If we close or suspend your Account, you may only be able to send money via Push Payment to a non-Paynetics account. You will not be able to top-up your Account or make any Card Payments or Cash Withdrawals.

28. REDEMPTION

28.1. All or part of the money credited to your Account can be redeemed by:

(a) a Cardholder executing a Cash Withdrawal; or

(b) executing a Push Payment and sending money in your Account to an account you hold with another payment service provider.

28.2. The standard fees (if any) for these transactions will apply.

28.3. After this Agreement has been terminated, you can only redeem the money credited to your Account by requesting that all of the money in your Account is sent to an account in your name with another payment service provider (our standard fees shall apply to this payment). You can request this by contacting the Customer Relations Centre. We may require you to provide satisfactory confirmation of your identity and address before the refund is made. If you do not have an account in your name with another payment service provider, please contact the Customer Relations Centre to discuss other options.

28.4. All redemptions will be paid out in the currency of the account you want your money to be sent to. Accordingly, if this is different to the currency of the Account being redeemed, your money will be exchanged at the exchange rate (if applicable) prevailing at the time of processing the redemption.

28.5. A redemption fee (see Fees Page) will be charged to cover redemption costs on each redemption request if:

(a) a redemption is requested before this Agreement is terminated for any reason;

(b) you terminate this Agreement before any agreed termination date, if applicable; or

(c) a redemption is requested more than one year after the date this Agreement is terminated.

28.6. The redemption fee (see Fees Page) will not be charged for redemption that is requested at termination of this Agreement or up to one year after that date.

28.7. We will not refund the remaining value of money in your Account if you make the request for redemption more than 6 years after the date of termination of this Agreement.

29. HOW YOU CAN CONTACT US

29.1. You and the Cardholders can contact our Customer Relations Centre using the contact details set out in the table below. We may record any conversations with the Customer Relations Centre for monitoring purposes and we may use them as evidence if you make a complaint. These recordings shall be destroyed in accordance with our normal procedures.

29.2. To report a lost, stolen or misappropriated Card or unauthorised access to the Platform or your Account, please contact us via the Platform or via telephone to +44 20 3769 8510 (available 24 hours a day).

30. HOW WE CAN CONTACT YOU

30.1. If we contact you in the event of security threat or fraud, we will never ask you to give your full security details (such as PIN or Password) or ask you to transfer money to a new account for security reasons.

30.2. It is essential that you notify us as soon as the contact details or your status (Micro-enterprise, Charity, etc.) change. You can do this via the Platform. We will not be liable for any losses you incur as a result of contact details or your status having changed where you have failed to inform us that they have changed.

Terms and Conditions Weavr

INTRODUCTION

These terms and conditions (together with any documents incorporated by reference below, the “Agreement”) govern the supply of services by Paystratus Group Limited, (as the context requires, “Weavr”, “we”, “us”, “our”) to the entity approved by us to access the Weavr.io Platform (“you”, “your”) as indicated below.

Contact information: our contact details are available at https://weavr.io/contact.

We operate and maintain the Weavr.io Platform which enables you to access the Payment Services provided by regulated financial institutions (“the Payment Services Providers”), and to securely exchange your personal and financial data with the Payment Services Providers in relation to the provision of these services.

Our services to you are referred to as “the Weavr Services” throughout this Agreement. Your access to the Weavr Services is facilitated by the Application Provider by means of the Solution.

We provide the Weavr Services without charge to you but subject always to the terms and conditions of this Agreement.

The Payment Services are provided by authorised and regulated entities the details of which are provided on our website.

In certain circumstances you will also be bound by the terms and conditions of the Payment Services Provider(s) (which we identify on our website) and we and they shall be entitled to treat your use of the Weavr Services as confirmation of your acceptance of this Agreement and the terms and conditions applicable to the Payment Services.

DATA

For the purposes of these clauses relating to data the following terms shall have the following meanings:

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

Our Data: the data, not including any personal data, supplied by us or our licensor for the Business Purpose (as defined below).

Processed Data: any data that derives from us having Processed Your Data under this agreement, whether or not in combination with Our Data.

Processed Non Personal Data : all data, other than personal data, comprised in the Processed Data from time to time.

Relevant Data: Your Data and the Processed Data.

Security Breach: any security breach relating to:

(a) Your Personal Data reasonably determined by us to be sufficiently serious or substantial to justify notification to the Information Commissioner or other relevant supervisory authority in accordance with the Privacy and Data Protection Requirements; or

(b) Your Non-Personal Data reasonably determined by us to be sufficiently serious or substantial to give rise to a material risk of litigation by the individuals whose data is the subject of the breach.

Security Feature: any security feature, including any key, PIN, password, token or smartcard.

Standard Contractual Clauses: the standard contractual clauses for the transfer of personal data from the European Union to processors established in third countries as set out in the Annex to Commission Decision 2010/87/EU.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

Your Data: the data supplied by you to us under the terms of this Agreement, including Your Personal Data and Your Non-Personal Data.

Your Non-Personal Data: all data comprised in Your Data from time to time other than Your Personal Data.

Your Personal Data: the personal data comprised in Your Data from time to time.

COLLECTION, STORAGE AND USE OF YOUR DATA

In order that you can use the Solution it is necessary that we collect information from you including information regarding your identity and (where you are a corporate body) the identities of your officers and employees.

Some of the information collected is Personal Data (as defined in the Data Protection Legislation).

Your Data is collected for the following purposes (“Business Purpose”):

to meet the anti-money laundering and similar obligations placed on us, the Application Provider or the Payment Services Provider(s);

to enable us to provide the Weavr Services;

to enable us to provide the necessary services to the Application Provider;

to share Your Data with the Payment Services Provider(s) and/or Application Provider so that they can meet any requirements they have in providing the relevant services.

We shall process Your Data for the Business Purpose only and in compliance with Your instructions from time to time.

You acknowledge that we are under no duty to investigate the completeness, accuracy or sufficiency of Your Data.

We may use Processed Non Personal Data to derive usage trends of the use of the Weavr Platform and for other commercial purposes. Any personal data shall always be made anonymous for such purposes.

DATA RETENTION

We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.

To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.

SECURITY AND PASSWORDS

We shall ensure that the Relevant Data is kept secure and in an encrypted form, and shall use all reasonable security practices and systems applicable to the use of the Relevant Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Relevant Data.

Where we use Security Features in relation to the Weavr Services (wholly or in part), the Security Features must be kept confidential and not lent, shared, transferred or otherwise misused by you.

If you or we:

(i) becomes aware of any unauthorised or unlawful processing of any Relevant Data or that any Relevant Data is lost or destroyed or has become damaged, corrupted or unusable;

(ii) becomes aware of any Security Breach; or

(iii) learns or suspects that any Security Feature has been revealed to or obtained by any unauthorised person,

that party shall, at its own expense, promptly notify the other party and fully co-operate with the other party to remedy the issue as soon as reasonably practicable.

We may change Security Features on notice to you for security reasons.

We shall take reasonable precautions to preserve the integrity of any Relevant Data processed by us and to prevent any corruption or loss of such Relevant Data.

We shall regularly make a back-up copy of the Relevant Data and record the copy on media from which the Relevant Data can be reloaded in the event of any corruption or loss of the Relevant Data.

If any of Your Data is lost or corrupted, our obligations under this clause shall be your exclusive right and remedy against us in respect of such loss or corruption.

OUR OBLIGATIONS

We shall:

(i) only make copies of Your Data to the extent reasonably necessary for the Business Purpose (which includes, for clarity, back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing of the Customer Data);

(ii) not extract, re-utilise, use, exploit, redistribute, re-disseminate, copy or store Your Data other than for the Business Purpose; and

(iii) not do anything that may materially damage your reputation.

We shall take reasonable steps to ensure the reliability of all our employees who have access to Your Personal Data.

Where we need to transfer any of Your Personal Data outside the EEA we shall do so only in accordance with the terms of the Standard Contractual Clauses.

YOUR OBLIGATIONS

In your use of the Weavr Service you shall not:

access, store, distribute or transmit any viruses, or any material that:

(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii) facilitates illegal activity;

(iii) depicts sexually explicit images;

(iv) promotes unlawful violence;

(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(vi) is in any manner otherwise illegal or causes damage or injury to any person or property; and

shall not use or change your use of the Weavr Service in such a way as may (or may reasonably be expected to) overload or otherwise compromise the Weavr Platform or use it in any way which may reasonably be expected to be outside the parameters of normal use (for example by making excessive API calls through the system) and shall indemnify us against any costs we incur as a result of any such misuse;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to the Weavr Services should you breach the provisions of this clause.

You shall not:

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Weavr Platform in any form or media or by any means; or

• attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Weavr Platform; or

• access all or any part of the Weavr Platform in order to build a product or service which competes with the Weavr Platform; or

• attempt to obtain, or assist third parties in obtaining, access to the Weavr Platform.

You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Weavr Platform and, in the event of any such unauthorised access or use, promptly notify us.

In order for you to be able to use the Solution, the Weavr Services and Payment Services you may need your employees, officers, operatives and agents to access the Weavr Platform. Where we grant such access these individuals will be deemed to be authorised for the purposes of this Agreement and your agreements with the Application Provider and Payment Services Provider(s) and will be “Authorised Users”. You undertake that your Authorised Users shall only access the Weavr Platform for these purposes and shall keep secure any password or other security device provided for such access. You shall be liable for the acts and omissions of your Authorised Users as if they were your own and we may bloke their access at any time if we believe that any of the terms of this Agreement or the Payment Services Agreement(s) has been or may be breached.

OUR RIGHTS

We may suspend or terminate your access to the Weavr Platform at any time and for any reason, including but not limited to:

• you failing to use the Weavr Platform for the stated purpose;

• you failing to comply with any of these terms or any reasonable instruction we may issue;

• you withholding information which can reasonable be considered to be relevant in our granting you access to the Weavr Platform;

• your usage generating system loads that result in material negative impact on the performance of the Weavr Platform.

YOUR RIGHTS

You have the right to:

Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we or our partners (if relevant) hold about you and to check that we are lawfully processing it. Where your personal data is held by any of our partners in relation to your use of the Weavr Services, the Payment Services or otherwise, we shall act as that partner’s agent in responding to your data subject access request.

Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.

Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.

Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.

Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:

If you want us to establish the data’s accuracy.

Where our use of the data is unlawful but you do not want us to erase it.

Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims.

You have objected to our use of Your Data but we need to verify whether we have overriding legitimate grounds to use it.

Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.

Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

Contact details

If you have any questions about this our use of your personal data please contact us in the following ways:

Email address: privacy@weavr.io

Postal address: Paystratus Group Ltd, Kemp House 160 City Road, London EC1V 2NX UK

You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

No Warranty

Access to the Weavr Services is provided “as is” and we give no warranty that the access will be continuous and uninterrupted. We use our reasonable commercial endeavours to provide the Weavr Services 24/7 but shall not be liable to you or any third party if we are unable to achieve this.

We shall not be liable to you in relation to any loss you suffer from your use of the Weavr Services, the Payment Services or the Solution including but not limited to any loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill or indirect or consequential loss.

Intellectual Property Rights

You and we acknowledge that:

(i) all Intellectual Property Rights in Your Non-Personal Data are and will remain your property or the property of your licensors, as the case may be; and

(ii) all Intellectual Property Rights in Our Data are and will remain our property or the property of our licensors, as the case may be;

(iii) we shall have no rights in or to Your Non-Personal Data other than the right to use it for the Business Purpose in accordance with this agreement; and

(iv) you shall have no rights in or to Our Data other than a non-exclusive, royalty-free, personal, non-assignable, non-sub-licensable licence (co-terminous with this agreement) to process Processed Data for the Business Purpose in accordance with this Agreement.

You assign to us, and shall assign to us, all your Intellectual Property Rights in any Processed Non-Personal Data we may create under this Agreement, by way of future assignment.