BlackSquare Securities Services Agreement
Last updated: February 20, 2022
1. INTRODUCTION
1.1 Please read this document carefully, as it sets out the terms and conditions on which ———– ——————-(referred to as “BLACKSQUARE SECURITIES”) will provide services to you through the website, https://blacksquare.finance (“BLACKSQUARE WEBSITE ”/ “WEBSITE”).
1.2 In this document, references to WE/OUR/US are to BlackSquare. Any references to CUSTOMER/YOU/YOUR are references to you as a customer of BlackSquare and user of the Website.
1.3 This Agreement will govern the use of the Services provided through the Website. By using the Website you agree to be bound by the terms and conditions set out on this webpage (the “AGREEMENT”). This Agreement will come into effect when you confirm electronically on the Website that you agree to it. We recommend that you retain a copy of this Agreement, Fee Tariff and transaction records.
1.4 The services that are provided through the Website can only be used in a limited way as they only allow the Customer to acquire goods or services on this Website.
1.5 The risk of loss in trading or holding Bitcoin or any other cryptocurrency can be substantial. Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. You cannot cancel, reverse, or change any transaction marked as complete or pending. You should therefore carefully consider whether trading, holding or transferring Bitcoin or any other cryptocurrency is suitable for you in light of your financial condition. In considering whether to trade or hold bitcoin, you should be aware that the price or value of Bitcoin or any other cryptocurrency can change rapidly, decrease, and potentially even fall to zero. Cryptocurrency transactions may be subject to such minimum and maximum amounts as set out by the Cryptocurrency network or as Cryptopay may specify from time to time.
1.6 Use of cryptocurrency may be illegal in some jurisdictions. It is your responsibility to know the regulatory requirements concerning transactions with cryptocurrency in your jurisdiction before using the Services.
1.7 For the purposes of this Agreement a “BUSINESS DAY” is any day which is not a Saturday, Sunday or public holiday in Estonia and which the banks are open for business in Tallinn.
2. SERVICES PROVIDED TO YOU
2.1 BlackSquare provides the following services to you through the BlackSquare Website:
2.1.1 allowing you to purchase Bitcoin or any other cryptocurrency (“CRYPTOCURRENCY”) that can be purchased through the BlackSquare Website from BlackSquare (“CRYPTOCURRENCY PURCHASE”);
2.1.2 Cryptocurrency storage services, whereby Cryptocurrency (whether purchased from BlackSquare or transferred from an external Cryptocurrency wallet) is stored in a multi-currency digital wallet (“CRYPTOCURRENCY STORAGE”);
2.1.3 Cryptocurrency transfer services, whereby Cryptocurrency stored in your online BlackSquare wallet may be transferred to:
(a) another customer’s BlackSquare wallet; or
(b) a Cryptocurrency wallet, being either your wallet or another person’s wallet, maintained and operated by a third party (“CRYPTOCURRENCY TRANSFER”); and
2.1.4 Cryptocurrency withdrawals, whereby Cryptocurrency may be sold to BlackSquare in exchange for fiat currency with the proceeds being transferred to your Linked Account or Pre-Paid Card (as defined below) (“CRYPTOCURRENCY WITHDRAWAL”).
2.2 Together, the services set out in clauses 2.1.1 to 2.1.4 are referred to in this Agreement as the “SERVICES”.
2.3 BlackSquare may also offer additional services to those listed above in clauses 2.1.1 to 2.1.4 from time to time. Such additional services (if applicable) shall be provided pursuant to the provisions of Appendix 1 (modulr) or under terms and conditions separate to this Agreement.
3. CUSTOMER REGISTRATION PROCESS
3.1 To be eligible to become a Customer you must:
3.1.1 be at least 18 years old;
3.1.2 have capacity to enter into legally binding contracts; and
3.1.3 if you wish to use the Cryptocurrency Withdrawal services set out in clause 2.1.4, you must have an Eligible Bank Account (as defined in clause 3.2) that can be linked to the Cryptocurrency Withdrawal Services provided by Cryptopay under this Agreement (the “LINKED ACCOUNT”), and/or a Pre-Paid Card (as defined in clause 3.3).
3.2 The types of bank accounts that qualify as eligible bank accounts are Euro and Pound Sterling deposit accounts in the Customer’s name that can make or receive payments in the Single Euro Payments Area and are held with a bank in the Single Euro Payments Area or the United Kingdom (“ELIGIBLE BANK ACCOUNTS”). BlackSquare reserves the right to amend the types of bank accounts that qualify as Eligible Bank Accounts at any time.
3.3 The Pre-Paid Card is issued by a third party pre-paid card issuer (service will be restricted to residents of certain territories) and co-branded by BlackSquare. Before you receive a Pre-Paid Card, you will need to agree to separate terms and conditions that govern your use of the Pre-Paid Card. Where you have a Pre-Paid Card, we may provide you with a service that allows you to track your Pre-Paid Card balance and transaction history via BlackSquare Website.
3.4 To become a Customer you must also provide BlackSquare with the information that is requested as part of the account opening process. This includes the information to satisfy “know your client” and anti-money laundering checks. Failure to provide any information that BlackSquare reasonably requests from you pursuant to applicable money laundering laws and regulations after you have become a Customer shall be grounds for the suspension of the provision of Services to you (including access to your account) under clause 10 and/or the termination of this Agreement under clause 19. The nature and extent of the information you are required to provide may differ, for example, based on the Services provided to you under this Agreement and/or the means of payment you use. You may register only one account with BlackSquare unless we explicitly approve the opening of additional accounts.
3.5 Your eligibility to access and use certain BlackSquare Services also depends on the country in which you reside. The list of countries where Cryptopay Services are fully accessible can be found on the BlackSquare Website.
4. ACCESSING YOUR ACCOUNT THROUGH THE BLACKSQUARE WEBSITE
4.1 When applying to become a Customer to use the BlackSquare Website, you will be asked to create your individual Customer account (“ACCOUNT”) which will include a username and password (“ACCOUNT DETAILS”). Once registered you will be able to access your Account through the BlackSquare Website using your Account
Details in accordance with this Agreement.
4.2 Each time you seek to access your Account we will check your identity by asking for your Account Details. As long as your correct Account Details are entered, we will assume that you are the person giving instructions and you will be liable for those instructions. You must therefore keep the Account Details secret and secure and make sure that they are not stored in a way that enables others to access them or impersonate you. In addition, if you disclose the Account Details to any person whom you authorise to access your Account, you are also responsible and liable for any access, use, misuse or disclosure of your Account Details and/or your Account by such person.
4.3 You must notify us by e-mail at support@blacksquare.finance immediately if you discover or suspect:
4.3.1 the loss or disclosure to any unauthorised person of any Account Details;
4.3.2 any unauthorised access to your Account;
4.3.3 any other criminal or fraudulent activity relating to your Account; or
4.3.4 any other breach of security relating to your Account, whether physical or relating to computer or similar hardware or software.
4.4 If we receive such a notification from you or determine ourselves that the security of your Account Details may have been breached, you will not be able to access your Account until measures have been taken to verify your identity.
4.5 Unless and until you tell us that you believe that someone else knows the Account Details or can use your Account by impersonating you:
4.5.1 you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
4.5.2 we will not be responsible for any unauthorised access to your Account or the information available in it.
5. CRYPTOCURRENCY PURCHASE
5.1 Once you have completed the customer registration process associated with the Services you would like to receive under this Agreement to our satisfaction and your Account has been opened, you will be able to purchase Cryptocurrencies from us through the BlackSquare Website, subject to the applicable fees which are set out in the tariff of fees (“FEE TARIFF”) which can be found on the BlackSquare Website. The price, exchange rate and amount of the Cryptocurrency that you wish to purchase will be confirmed through the Website at the time that you place an order for a Cryptocurrency Purchase.
5.2 There are two methods by which you can make a Cryptocurrency Purchase:
5.2.1 you may deposit fiat currency by way of a bank transfer from an Eligible Bank Account and then use the “Exchange” functionality on your Account page to exchange this fiat currency for Cryptocurrency; or
5.2.2 you may select the “buy bitcoins” option accessible through your Account page and purchase Cryptocurrency using a credit or debit card.
5.3 The fees applicable to each method of Cryptocurrency Purchase are as set out in the Fee Tariff.
5.4 Acceptance by us of an order for a Cryptocurrency Purchase does not guarantee that you will receive the corresponding amount of Cryptocurrency into your Wallet (as defined below). The Cryptocurrency Purchase is conditional upon actual receipt by us of the funds from an Eligible Bank Account or by way of credit or debit card, as well as payment of any applicable fees.
5.5 Subject to clause 5.4 and the transaction being honoured by the Customer’s bank, card provider or other relevant party, Cryptocurrency Purchases will be credited to the Wallet as soon as possible once the Cryptocurrency Purchase has been confirmed by the Cryptocurrency network. Once submitted to a Cryptocurrency network, a Cryptocurrency Purchase will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Cryptocurrency network. Cryptocurrency transactions that are in a pending state will not be credited to the Wallet (as defined below).
6. CRYPTOCURRENCY STORAGE
6.1 Once your Account has been opened you will
have a digital wallet accessible through the Website where you can store your Cryptocurrency (the “WALLET”).
6.2. BlackSquare adopts appropriate practices and security measures to protect your Wallet and your information from unauthorized access. For more detail please refer to BlackSquare Privacy Policy.
6.3 The Customer has the option to create one or more sub-wallets within a Wallet in a particular Cryptocurrency (each being a “SUB-WALLET”). The Customer can at any time manage the overall funds held in their Wallet by selling the funds they have in a Sub-Wallet to us and requesting that the proceeds are paid in a different currency into a different Sub-Wallet (a “CURRENCY EXCHANGE TRANSACTION”).
6.4. A Currency Exchange Transaction shall be subject to a fee equal to a percentage of the amount of the Currency Exchange Transaction (the “EXCHANGE FEE”) which is set out in the Fee Tariff. Cryptopay shall take payment of the Exchange Fee by deducting the relevant amount from the total of the Currency Exchange Transaction.
6.5 The exchange rate applied to a Currency Exchange Transaction will be provided to you through the Website as part of a Currency Exchange Transaction. The exchange rate is stated as the price at which you may buy a particular fiat currency or Cryptocurrency respectively. You acknowledge that the buy exchange rate may not be the same as the sell exchange rate at any given time, and that we may include a margin to the quoted exchange rate (spread). You agree to accept the exchange rate when you authorise a
transaction.
6.6 The Customer shall have no right to withdraw funds held in a Sub-Wallet other than by way of a Cryptocurrency Transfer on the terms set out in clause 7, Cryptocurrency Withdrawal on the terms set out in clause 8, or as otherwise permitted under terms and conditions separate to this Agreement.
6.7 Transfers between the Wallet and a Sub-Wallet, or between Sub-Wallets, shall take place immediately.
6.8 Each Sub-Wallet shall not be subject to any overdraft, advance, credit or discount.
6.9 If you don’t transact using the BlackSquare Service for twelve (12) months or longer, we’ll charge you a fee to store your balances with us (the “Storage Fee”). Transacting includes depositing fiat and/or Cryptocurrency in to your Account, Cryptocurrency Purchase, Cryptocurrency Transfer, Cryptocurrency Withdrawal, Currency Exchange Transaction. We’ll provide you with thirty (30) days’ notice by email before we begin charging the Storage Fee.
6.10 The Storage Fee only applies if you have amounts held in at least one Sub-Wallet with us. No Storage Fee will apply if you do not hold any amounts on your BlackSquare Account.
6.11 For fiat Sub-Wallets, the Storage Fee will be charged at a rate of 10.00 US Dollar, Euro, Pound Sterling (or any other fiat currency supported by us) per month and per Sub-Wallet at the current exchange rate determined by BlackSquare .
6.12 For Cryptocurrency Sub-Wallets, the Storage Fee will be charged per Sub-Wallet at a rate of 0.3% of the amount held in Sub-Wallet per month.
6.13 We will stop charging the Storage Fee from the first business day after you begin transacting again.
7. CRYPTOCURRENCY TRANSFER
7.1 Cryptocurrency (or part thereof) held in the Wallet or in a Sub-Wallet may be transferred to another customer’s Cryptocurrency wallet or an external Cryptocurrency wallet maintained and operated by a third party. BlackSquare shall specify the information required to effect a Cryptocurrency Transfer at the point of instruction but, as a minimum, BlackSquare shall require the:
7.1.1 address of the recipient’s wallet; and
7.1.2 amount to be transferred.
7.2 We may charge network fees (miner fees) to process a Cryptocurrency Transfer on your behalf. We will calculate the network fee at our discretion, although we will always notify you of the network fee at or before the time you authorise the Cryptocurrency Transfer. Once submitted to a Cryptocurrency network, a Cryptocurrency Transfer will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Cryptocurrency network. Cryptocurrency transactions that are in a pending state will not be transferred to the Wallet until such time as the Cryptocurrency transaction has been confirmed.
7.3 The fees applicable to a Cryptocurrency Transfer are as set out in the Fee Tariff. Cryptocurrency Transfer may be subject to such minimum and (cumulative) maximum daily amounts as BlackSquare may specify from time to time. Information on any applicable minimum and maximum amounts shall be stated on the Website.
7.4 If the Customer instructs a Cryptocurrency Transfer in respect of amounts held in a Sub-Wallet which relates to a currency which is different to the Cryptocurrency to be transferred, a Currency Exchange Transaction will take place prior to transfer (and will thus incur an Exchange Fee).
7.5 BlackSquare has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party using Cryptocurrency Transfer. We will process Cryptocurrency transaction in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other party.
8. CRYPTOCURRENCY WITHDRAWALS
8.1 Any Cryptocurrency Withdrawals must take place from the Euro or Pound Sterling Sub-Wallet.
8.2 If the Customer instructs a Cryptocurrency Withdrawal in respect of amounts held other than in the Euro or Pound Sterling Sub-Wallet, a Currency Exchange Transaction must first take place where such amounts will be converted to the fiat currency which your Linked Account or Pre-Paid Card is denominated in and placed in the corresponding fiat Sub-Wallet at the exchange rate applicable immediately prior to the Cryptocurrency Withdrawal being made (and will incur an Exchange Fee).
8.3 The Customer shall be entitled to make a Cryptocurrency Withdrawal from the Euro or Pound Sterling Sub-Wallet to a Linked Account or Pre-Paid Card only. For the avoidance of doubt, a Cryptocurrency Withdrawal cannot be made to any account other than a Linked Account or a Pre-Paid Card.
8.4 Cryptocurrency Withdrawals may be subject to such minimum and (cumulative) maximum daily amounts as BlackSquare may specify from time to time. Information on any applicable minimum and maximum amounts shall be stated on the Website.
8.5 BlackSquare will deduct a “WITHDRAWAL FEE” in accordance with the Fee Tariff from all Cryptocurrency Withdrawals. The Withdrawal Fee may vary depending on the withdrawal method.
8.6 Cryptocurrency Withdrawals will, subject to orders to make a Cryptocurrency Withdrawal being received between 09am and 5pm GMT on a Business Day, be processed on the date of request. All other Cryptocurrency Withdrawals will be processed on the next Business Day, unless stated otherwise on the Website.
9. INCORRECT OR UNAUTHORISED CRYPTOCURRENCY TRANSFERS OR CRYPTOCURRENCY WITHDRAWALS
9.1 In the event that you become aware of any incorrect or unauthorised Cryptocurrency Withdrawals or Cryptocurrency Transfer, you must notify us this immediately by email to support@blacksquare.finance. Prior to receiving such notification, we will not be responsible for any loss or damage that you suffer as a result of a Cryptocurrency Withdrawal or Cryptocurrency Transfer which was executed without your consent.
10. SUSPENSION OF SERVICES
10.1 BlackSquare may withhold or suspend any Services (including your access to the Account) or any part of its functionality, where:
10.1.1 it knows or reasonably suspects that the providing one or more Services:
(a) is fraudulent or involves any criminal activity;
(b) is money laundering or relates to money laundering activities; or
(c) is otherwise in breach of applicable law.
10.1.2 you fail to provide on request such documentation as BlackSquare (or any third party whose services we use in providing the Services to you under this Agreement) reasonably requires in order to comply with its obligations under applicable money laundering laws and regulations or otherwise to ensure the verification of your identity and/or funding sources to BlackSquare’s satisfaction;
10.1.3 any Cryptocurrency Purchase, Cryptocurrency Withdrawal or Cryptocurrency Transfer is significantly larger in size, or together with other recent Cryptocurrency Purchases, Cryptocurrency Withdrawals or Cryptocurrency Transfers, is significantly larger in volume than expected;
10.1.4 BlackSquare reasonably believes that it is necessary or desirable to do so in order to protect the security of the Account, including circumstances where any Account Details may have been lost or stolen; or
10.1.5 it is obliged to do so as a result of any law or regulation or the direction of any competent authority or regulatory body.
10.1.6 BlackSquare reasonably suspects that you have provided us with false information or fabricated documents.
10.2 In the case of any such withholding or suspension described in this clause 10, Cryptopay shall make reasonable efforts to inform you about the withholding or suspension, provided that such disclosure:
10.2.1 is not in breach of any applicable law or regulation and does not contravene the instruction of any competent authority or regulator; and
10.2.2 would not compromise BlackSquare’s reasonable security measures.
10.3 BlackSquare shall not be liable to you for any losses you may suffer as a result of any reasonable action it takes to suspend the Account or withhold settlement of a Cryptocurrency Purchase,
Cryptocurrency Withdrawal or Cryptocurrency Transfer in accordance with this clause 10.
10.4 Where the reasons for BlackSquare’s actions under this clause 10 cease to exist, BlackSquare may, at its discretion, either reinstate access to the Account and the Services and/or issue the Customer with new Account Details.
11. CHANGING THE LINKED ACCOUNT
11.1 The customer may change a Linked Account at any time and/or add additional Linked Accounts through the process be provided to you through the Website.
12. FEES
12.1 All fees payable under this Agreement are set out in the Fee Tariff and shall be paid in Euro or any other currency that is agreed between BlackSquare and the Customer. We reserve the right to change applicable fees as we deem necessary.
12.2 Where the Customer has an Account:
12.2.1 if any fees remain outstanding after 15 Business Days of being charged to the Customer, the remaining fees will be deducted from any Sub-Wallet with a positive balance using the current exchange rate determined by BlackSquare ; and
12.2.2 if the Wallet does not have sufficient funds to pay any fees that are payable under this Agreement, BlackSquare may terminate this Agreement in accordance with clause 19.4.
13. REPORTING
13.1 Where the Customer has an Account:
13.1.1 you may access, at any time, your personal page on the BlackSquare Website, showing the recent activity and current balance of your Wallet and any Sub-Wallets; and
13.1.2 you will be able to find statements of transactions made to and from your Wallet and any Sub-Wallets in your personal page on the BlackSquare Website. You are invited to carefully review the list of these transactions.
14. DATA PROTECTION LAW
14.1 We are committed to keeping your personal information safe. We process personal information in accordance with applicable data protection legislation. Please read our privacy policy to understand how we use and protect the information you provide us (a copy of our privacy policy can be accessed here: https://blacksquare.finance/legal/privacy_policy).
15. CONFIDENTIALITY
15.1 In this clause, “CONFIDENTIAL INFORMATION” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information excludes any information which:
15.1.1 is or becomes publicly known other than through a breach of this Agreement;
15.1.2 was in the receiving party’s lawful possession before the disclosure;
15.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
15.1.4 is independently developed by the receiving party and that independent development can be shown by written evidence; or
15.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
15.2 Each party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
15.3 Each party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.
15.4 This clause 15 will survive termination of this Agreement for a period of 3 years.
16. WARRANTIES AND REPRESENTATIONS
16.1 By agreeing to this Agreement, you represent, warrant and undertake to us that:
16.1.1 you have full power and authority to enter into this Agreement;
16.1.2 you understand and acknowledge that we do not warrant that any of the Services available through the BlackSquare Website are suitable or appropriate for your needs and that you must take your own independent legal and other advice on such Services;
16.1.3 you are entering into this Agreement as principal and not on behalf of any third party;
16.1.4 you will not violate any applicable laws by entering into this Agreement or receiving the Services provided under it;
16.1.5 funds or Cryptocurrencies transferred to the Wallet or any Sub-Wallet have been acquired lawfully;
16.1.6 you understand and acknowledge that while we make reasonable endeavours to ensure the accuracy of the information that we provide, and which in turn, is provided to you, neither we nor any of our directors, employees or agents make any representation or warranty, express or implied, as to the accuracy or completeness of such information;
16.1.7 any information provided by you to BlackSquare under this Agreement is true, complete, accurate, up to date and not misleading; and
16.1.8 you shall provide all assistance reasonably requested by BlackSquare to enable BlackSquare to comply with its obligations under this Agreement.
16.2 BlackSquare warrants, represents and undertakes that:
16.2.1 it shall provide the Services with reasonable care and skill; and
16.2.2 it shall take reasonable and appropriate technological, organisational and operational measures to prevent against the loss of items held in the Wallet, having regard to the state of the art and recent technological development.
16.3 BlackSquare makes no representation or warranty that the Services are applicable or appropriate for use by customers in all jurisdictions and it is your responsibility to ensure compliance with the laws of any relevant jurisdiction outside the Estonia in connection with the provision of the Services.
17. LIMITATION OF LIABILITY
17.1 This clause 17 sets out BlackSquare’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
17.1.1 arising under or in connection with this Agreement;
17.1.2 in respect of any use made by the Customer of the Services or any part of them; and
17.1.3 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
17.2 Except as expressly and specifically provided in this Agreement, BlackSquare disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Services, their use and the results of such use.
17.3 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.
17.4 Whilst BlackSquare takes every care to ensure that the standard of the Website remains high and to maintain the continuity of it, the Internet is not always a stable medium, and errors, omissions, interruptions of service and delays may occur at any time. As a result, we do not accept any ongoing obligation or responsibility to operate the BlackSquare Website (or any particular part of the BlackSquare Website).
17.5 BlackSquare disclaims all liability associated with the use of Cryptocurrency, including:
17.5.1 unknown inherent technical defects;
17.5.2 regulatory or legislative changes; and
17.5.3 currency fluctuation.
17.6 Nothing in this Agreement excludes the liability of BlackSquare :
17.6.1 for death or personal injury caused by BlackSquare’s negligence;
17.6.2 for fraud, fraudulent misrepresentation or fraudulent misstatement; or
17.6.3 any statutory liability not capable of limitation.
17.7 Prior to receiving a notification under clause 9, BlackSquare shall not be liable for any Cryptocurrency Purchases, Cryptocurrency Withdrawals or Cryptocurrency Transfers validly executed as provided for in this Agreement which were executed without your consent.
17.8 Subject to clause 17.6, BlackSquare will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, loss or corruption of data, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, punitive, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement or for any loss, damage or corruption of any Cryptocurrency as a result of the instructions, acts or omissions of the Customer. This shall include any losses attributable to a failure by the Customer to keep secure any security or other information relating to the Wallet and access to it.
18. RIGHT OF WITHDRAWAL
18.1 You have 14 (fourteen) calendar days to exercise your right of withdrawal from this Agreement, without having to justify any reason or pay any penalty. This withdrawal period begins on the day after the date that your application is accepted by us.
18.2 We will not normally provide the Services during the withdrawal period. If you use the Website to request the provision of any Services during the withdrawal period, we will treat this as an express request from you to begin the supply of the Services before the end of the withdrawal period. Any Services which are fully performed before a withdrawal cannot be reversed.
18.3 In order to effect a withdrawal you must have:
18.3.1 closed the Pre-Paid Card and withdrawn all amounts held in the Wallet; or
18.3.2 closed the Pre-Paid Card and instructed BlackSquare to transfer all amounts held in the Wallet to the Linked Account or credit any Cryptocurrency wallet maintained and operated either by BlackSquare or by a third party (subject to Exchange Fees and Withdrawal Fees as applicable)
by the date you submit your withdrawal request, otherwise we will exchange any amounts held in your Wallet for the fiat currency which your Linked Account is denominated in and then transfer all amounts to your Linked Account on the date we effect your withdrawal request (subject to the exchange rates, Exchange Fees and Withdrawal Fees applicable on that date).
18.4 You must notify your withdrawal request to us within the allotted period by email to support@blacksquare.finance.
18.5 If you exercise your right of withdrawal, this Agreement will be terminated at no cost to you (subject to any Exchange Fees and Withdrawal Fees required to effect your withdrawal).
19. TERM AND TERMINATION
19.1 This Agreement will commence in the manner set out in clause 1.1 and will continue unless either party notifies the other of termination, in writing, in accordance with this Agreement.
19.2 This Agreement can be terminated immediately by the Customer providing written notice to BlackSquare provided that, where the Customer has an Account, Customer has:
19.2.1 closed the Pre-Paid Card and withdrawn all amounts held in the Wallet; or
19.2.2 closed the Pre-Paid Card and has instructed BlackSquare to transfer all amounts held in the Wallet to the Linked Account or credit any Cryptocurrency wallet maintained and operated either by BlackSquare or by a third party (subject to Exchange Fees and Withdrawal Fees as applicable).
19.3 Unless otherwise permitted under this clause 19.3, BlackSquare may terminate this Agreement by giving at least 30 days’ written notice to the Customer, at the end of which period BlackSquare may, where the Customer has an Account, transfer all amounts held in the Wallet, Sub-Wallets and Pre-Paid Card to the Linked Account (where there is more than one Linked Account we may transfer amounts to any one of the Linked Accounts) or ask the Customer to provide the address of the recipient’s Cryptocurrency wallet to which amounts shall be transferred. The Customer shall not be charged an Exchange Fee or Withdrawal Fee in respect of any such Cryptocurrency Withdrawal. If the Customer does not provide the address of the recipient’s Cryptocurrency wallet within 5 (five) years after the termination (unless shorter term provided in accordance with applicable law), the applicable law may require us to treat the amounts as unclaimed property. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such amounts to the authorities as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by this Agreement or applicable law.
19.4 This Agreement can be terminated with immediate effect by BlackSquare if:
19.4.1 it suspects that the Customer is in breach of any of its warranties and representations in clause 16;
19.4.2 the Customer is in material breach of this Agreement or any other agreement with us;
19.4.3 the Customer fails on request to provide such information or documentation as BlackSquare (or any third party whose services we use in providing the Services to you under this Agreement) may reasonably request in order to ensure compliance with applicable money laundering laws and regulations or otherwise to ensure the verification of your identity and/or funding sources to BlackSquare’s satisfaction;
19.4.4 any fees are outstanding in accordance with clause 12; or
19.4.5 the Customer ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts.
19.5 Any termination is without prejudice to either party’s accrued rights or remedies.
19.6 The accrued rights and remedies of the parties, and clauses 15, 16 and 19.5, will survive termination of this Agreement for any reason.
20. FORCE MAJEURE
20.1 No party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control.
21. NOTICES
21.1 We may (where allowed to do so by law) communicate with you by posting information in your Account or on the Website, in which case the information will be treated as received by you when it is posted by us.
21.2 We may also contact you at the postal or email address you provide us with when applying to open your Account. Notices sent by email will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9 am on the first Business Day following despatch). Notice sent by post will be deemed to have been received on the second business day after posting.
22. COMPLAINTS
22.1 For any complaint relating to the Services, you are advised to contact support@blacksquare.finance.
22.2 For any complaint relating to the Pre-Paid Card, please contact the Pre-Paid Card issuer, using the contact details set out in the terms and conditions that govern the use of that card (see clause 3.3).
23. GENERAL
23.1 The use of all Services is subject to a limit on the amount of volume, stated on BlackSquare Website, you may transact, transfer or withdraw in a given period (e.g., daily). Your transaction limits may vary depending on your payment method, the verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary.
23.2 A waiver of any right under this Agreement is only effective if it is in writing.
23.3 If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) will remain in force. Nothing in this Agreement shall be deemed, or is intended to be deemed, nor shall it cause, either you or Cryptopay to be treated as the agent of the other.
23.4 This Agreement constitutes the entire agreement between the parties and supersedes any previous agreement between them.
23.5 The Customer will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of BlackSquare. However, we may assign, transfer or sub-contract our respective rights and obligations under this Agreement upon providing you with 30 days’ notice in writing.
23.6 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns).
23.7 BlackSquare may amend this Agreement as it sees fit. BlackSquare may make all amendments to the Agreement by posting the revised Agreement on the Website or by emailing it to you, indicating when the revised Agreement becomes effective. BlackSquare will take all reasonable steps to notify you of each amendment in advance of it taking effect, however, where permitted and necessary due to circumstances, we may indicate that an amendment shall be effective immediately. Copies of the current version of the Agreement will be made available on the Website.
23.8 This Agreement will be governed by, and construed in accordance with, the laws of Estonia and, subject to any overriding legal requirements, the parties irrevocably submit to the exclusive jurisdiction of the English Courts. This Agreement and any information or notifications that you or we are to provide should be in English.
23.9 If you have any feedback, questions, or complaints, you may contact us via our customer support webpage or support@blacksquare.finance.
Effective: February 20, 2022
You can see a copy of the Services Agreement with BlackSquare Securities Ltd here.
Privacy Policy
Last updated: January 20, 2022
This Privacy Policy (“Policy”) governs processing by ——————(“BlackSquare”, “we”, “us”) of information, including personal data, relating to the data subjects (“you”, “User”) of the https://blacksquare.finance website (“Site”), BlackSquare mobile app (“App”) and other services provided by us, including but not limited to wallet and prepaid card services (collectively hereinafter “Service”). This Policy applies to the Site, App, all products and Services offered by us.
—————————-is a company registered in XXXXXXXXX (registry code: XXXXXXXXXX) whose registered address is ———————–, ————, ———————–,———————–, ———–.
The Policy covers following questions:
- Information we may process, legal basis and purposes of processing
- How we use information
- How long we retain information
- How we share collected information
- Cross-border transfer
- How we store and protect collected information
- Rights of users
- Changes to the Policy
- What if I do not want to accept the Policy?
- Contacts
INFORMATION WE MAY PROCESS, LEGAL BASIS AND PURPOSES OF PROCESSING
Personal information
We may process personal information of Users in a variety of ways, including, but not limited to, when users visit the Site, App, or use any of our Services; register on the Service; fill out any form; provide information for passing of anti-money laundering procedures or take any actions directly stipulated by the features of the Site or App.
We may obtain information about you from third party sources as required or permitted by applicable law, such as public databases, credit bureaus, ID verification partners, resellers and channel partners, joint marketing partners, and social media platforms for purposes of verifying your identity. We obtain information from third parties for the purposes of compliance with legal obligations, such as anti-money laundering laws, and for the purposes of contractual performance.
Categories of data involved in data processing include:
- PERSONAL IDENTIFICATION INFORMATION: Name, e-mail, date of birth, citizenship, gender, utility bills, photographs, phone number, mailing address, ID or other documents’ number and other details;
- PAYMENT INFORMATION: Bank information, card information, transaction history;
- EMPLOYMENT INFORMATION: Employer details, job title;
- OTHER DATA COLLECTED BY COOKIES: see sections 2 and 3 of the Policy regarding cookies.
From time to time, we may process this and additional types of data about Users to make sure our Service is not used fraudulently or for other illicit activities. In such instances, processing is necessary for one of the legal bases as described below. We may ask you to supply additional documents or information where it is necessary for compliance with our legal obligations and for the purposes of legitimate interests e.g. in the prevention of fraud, money laundering and counter-terrorism.
Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Service or related activities. Thus, in some cases, we will be unable to render Services to you if you do not provide us your personal identification information due to the requirements of anti-money laundering laws and other legal acts.
Information collected automatically
We may collect information about Users whenever they interact with our Service, for example, through the use of cookies. Such information may include the browser name, the type of computer and technical information about Users means of connection to our Site, such as IP address, location, date and time of connection, the operating system and the Internet service providers utilized and other similar information.
Web browser cookies
Our Site may use “cookies” to enhance User experience. User’s web browser places cookies on their hard drive for record-keeping purposes and sometimes to track information about them. User may choose to set their web browser to refuse cookies, or to alert you when cookies are being sent. If they do so, note that some parts of the Site may not function properly. Learn more about the way our Site may use cookies in our Cookie Policy.
HOW WE USE INFORMATION
We process aforementioned information relying on the following legal grounds:
- where it is necessary to perform a contract with you for the provision of our Services or to enter into a contract with you for the provision of our Services;
- where it is necessary for compliance with our legal obligations across jurisdictions with regard to provision of financial services, as stipulated by accounting, taxation and other laws and to prevent criminal activity, fraud and money laundering;
- where it is necessary for the purposes of our legitimate interests to prevent fraud, money laundering or unauthorized use of your account, and to analyze your account activity in order to be able to provide you with an adequate and reliable service and to offer you the best possible options suitable for your needs;
- where we have received your explicit consent as required by applicable law.
and for the following purposes:
- to identify you as a client and distinguish you from other users of our Service;
- to be able to continuously provide you with functional, secure, efficient, and customized service;
- to operate and develop our Service;
- to publish content and advertising on the Site and App;
- to prevent losses and frauds;
- to respond to you about any comment or enquiry you have submitted;
- to comply with legal and regulatory requirements, including Know-Your-Customer (KYC) anti-money laundering (AML) requirements;
- to provide you with customer and technical support;
- to inform you about our and our partner’s offers, products and to perform other marketing activity where we have received your consent.
We also may process personal information including your email address to send you service updates and notifications (regarding your account settings), newsletters, marketing messages and certain email notifications where we have obtained your explicit consent or are otherwise lawfully permitted to do so. You can change your preferences later and opt-out from such emails at any time just by following the link, which may be placed in every email from Cryptopay or through settings.
We will ask User’s consent before processing of aforementioned information in other purposes. When collecting such consents, we inform the Data Subject of the respective purposes of processing and such processing is conducted only when appropriate consent is received.
HOW LONG WE RETAIN INFORMATION
We store collected information for as long as it is necessary to perform our contractual obligations in order to provide products and services to you. If you decide to delete your account, do not use Services and choose to terminate contract with us, we keep your information and information on your transactions for 5 years after you delete your account for the compliance with the requirements of anti-money laundering laws and other legal acts. However, the information may be, wholly or in, part, retained for longer or shorter term if required by applicable laws or if there is other justified reason to retain or delete them.
In some cases, we can keep your information longer than 5 years: such exceeding can be used only in a case of arising of legal requirements that will oblige us to store your information for more than 5 years. Information associated with your account will be kept until your account is deleted, unless we no longer need the data to provide products and services.
Please note that retention periods may be changed from time to time based on legal and regulatory requirements.
HOW WE SHARE COLLECTED INFORMATION
We sometimes need to share personal information we process with third parties. When necessary or required we may share information with authorities, other companies within the group of companies for internal administrative purposes, companies which the group cooperates with and to other third parties, such as third party service providers used in connection with our Services (e.g. various analytical services and financial institutions that we have partnered with to jointly create and offer a, product). The legal basis for data transfer is performance of contract between you and us, as well as our legitimate interest and our legal obligation.
We may share collected information with:
- credit reference agencies;
- KYC and fraud prevention providers;
- debt collection and tracing agencies and other companies in the same group;
- suppliers and services providers (analytical, financial);
- government bodies and other recipients in order to comply with applicable law;
- courts and tribunals.
CROSS-BORDER TRANSFERS
We intend to transfer the collected information we obtain from you to recipients in countries other than the country in which the information has been originally collected. Those countries may not have the same data protection laws as the country in which you initially provided the information.
The collected information may be transferred to a state outside the European Economic Area (“EEA”). For such transfers we use standard contract clauses or other suitable safeguard to permit data transfers from the EEA to other countries. A copy of standard data protection clauses adopted by a supervisory authority may be obtained by request made to the support@blacksquare.finance.
HOW WE STORE AND PROTECT COLLECTED INFORMATION
We adopt appropriate data collection, storage and processing practices and security measures to protect from unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our Site. We use encryption to protect information and we grant access to information to our employees and third parties only when it is necessary for them to process said information.
However, the transmission of such data over the Internet using personal computers or mobile devices is not completely safe and therefore we cannot guarantee the security of documents submitted to our platform. Any transmission of such documents is at your own risk. As soon as we receive your information, we implement strict security measures and procedures to avoid unauthorized access from any third party.
RIGHTS OF USERS
You have a right to request from us:
- access to information and update information;
You have a right to review information we keep about you and if you suppose that information is inaccurate or incomplete, you may contact us in order to update information.
Updating your information. If you believe that the information we hold about you is inaccurate or that we are no longer entitled to use it and want to request its rectification, deletion or object to its processing, please contact us.
- restriction of processing and erasure of your personal data;
If you believe that we are not entitled to use your information and you want to request its deletion or object to its processing, you may contact us.
- personal data in a structured, commonly used and machine-readable format.
Please note that the above is subject to limitations by relevant data protection laws. You may exercise the aforementioned rights by sending a request to e-mail address provided in the Contacts section. In your request please provide us with your account login and we will respond you shortly for further discussion
Where the processing is based on consent, you have a right to withdraw such consent at any time. However, we might keep processing information if we have a legal basis for it.
We will not keep outdated or deleted information, unless we have to do so in accordance with legislative requirements.
CHANGES TO THE POLICY
BlackSquare has the discretion to update this privacy policy at any time. When we do, we revise the updated date at the top of the page. We may also post a notification on the main page of our Site and notify you by other means (for example, via email). We encourage Users to frequently check the page for any changes to stay informed about how we are helping to protect the personal information we collect. You acknowledge and agree that it is your responsibility to review this privacy, policy periodically and become aware of modifications.
WHAT IF I DO NOT WANT TO ACCEPT THE POLICY?
By using our Services, you acknowledge that we process information in the ways described by the Policy. If you do not agree to this policy, please do not use our Services. Your continued use of the Services following the posting of changes to this policy will be deemed as your acceptance of those changes.
If you already have registered an account on the Site, but you do not agree with the Policy, you shall terminate your account. You can find out how to terminate or cancel your account here: https://cryptopay.me/settings/close_account.
CONTACTS
If you have any questions about the Policy or would like to exercise any of your rights, please contact us at support@blacksquare.finance.
Cookie Policy
Last updated: January 20, 2022
What Are Cookies
Our website, like many other professional websites, uses cookies in order to make site work properly.
Cookies are small text files that are downloaded onto your computer or another device when you access our website. It allows us to recognize your device and store some information about your preferences or past actions on our website that ultimately allows us to improve your experience on our website. This cookie policy describes what kind of information we gather, how we use it and why we need to store these cookies. We will also explain to you how you can prevent these cookies from being stored, however, this may downgrade or break certain elements of the sites functionality.
For more general information on cookies see the Wikipedia article on HTTP Cookies: https://en.wikipedia.org/wiki/HTTP_cookie.
How We Use Cookies
We use cookies to understand how users use our services and how to improve them. Detailed reasons of such use are specified below. Unfortunately, in most cases there are no industry standard options for disabling cookies without completely disabling the functionality and features they add to this site. It is recommended that you accept our usage of cookies if you are not sure whether you need them or not in case they are used to provide a service that you use.
The Types of Cookies We Use
If you create an account at our site, then we will use cookies for the management of the signup process and general administration. These cookies will usually be deleted when you log out however in some cases they may remain afterwards to remember your site preferences when logged out.
We use cookies when you are logged in, so that we can remember this fact. This prevents you from having to log in every single time you visit a new page. These cookies are typically removed or cleared when you log out to ensure that you can only access restricted features and areas when logged in.
We offer payment facilities and some cookies are essential to ensure that your order is remembered between pages so that we can process it properly.
When you submit data to through a form such as those found on contact pages or comment forms, cookies may be set to remember your user details for future correspondence.
In order to provide you with a great experience on this site we provide the functionality to set your preferences for how this site runs when you use it. In order to remember your preferences we need to set cookies so that this information can be called whenever you interact with a page is affected by your preferences.
Some of the cookies we use are persistent which means that they remain stored in your device for one year.
As we sell services, it is important for us to understand statistics on how many of the visitors to our site actually make a purchase and as such this is the kind of data that these cookies will track. This is important to you as it means that we can accurately make business predictions that allow us to monitor our advertising and product costs to ensure the best possible price.
The behavioral advertising cookies used by this site are designed to ensure that we provide you with the most relevant adverts where possible by anonymously tracking your interests and presenting similar things that you may like.
In some cases, we may provide you with custom content based on what you tell us about yourself either directly or indirectly by linking a social media account. These types of cookies simply allow us to provide you with content that we feel may be of interest to you.
Use of Third Party Cookies
In some special cases we also use cookies provided by trusted third parties. The following section specifies which third party cookies you might encounter at this site and reasons why we use them.
Third party analytics are used to track and measure usage of this site so that we can continue to produce engaging content. These cookies may track things such as how long you spend on the site or pages you visit, which helps us to understand how we can improve the site for you.
From time to time we test new features and make subtle changes to the way that the site is delivered. While we are still testing new features, these cookies may be used to ensure that you receive a consistent experience on our site. That way we will be able to understand which optimizations our users appreciate the most.
Several partners advertise on our behalf and affiliate tracking cookies simply allow us to see if our customers have come to the site through one of our partner sites so that we can credit them appropriately. Thus, we allow our affiliate partners to provide any bonus that they may provide you for making a purchase.
We also use social media buttons and/or plugins on this site that allow you to connect with your social network in various ways. For these to work the following social media sites including: Facebook, Twitter, will set cookies through our site which may be used to enhance your profile on their site or contribute to the data they hold for various purposes outlined in their respective privacy policies.
How to Disable Cookies
A lot of web browsers allow control of cookies through the settings. You can prevent the setting of cookies by adjusting the browser settings(see your browser Help for the instructions).
Find out how to manage cookies on popular browsers:
- Google Chrome https://support.google.com/accounts/answer/61416?co=GENIE.Platform%3DDesktop&hl=en
- Microsoft Edge https://support.microsoft.com/en-gb/windows/microsoft-edge-browsing-data-and-privacy-bb8174ba-9d73-dcf2-9b4a-c582b4e640dd
- Mozilla Firefox https://support.mozilla.org/en-US/kb/enhanced-tracking-protection-firefox-desktop?redirectslug=enable-and-disable-cookies-website-preferences&redirectlocale=en-US
- Microsoft Internet Explorer https://support.microsoft.com/en-gb/windows/delete-and-manage-cookies-168dab11-0753-043d-7c16-ede5947fc64d
- Opera https://help.opera.com/en/latest/web-preferences/
- Apple Safari https://support.apple.com/en-gb/guide/safari/sfri11471/mac
Be aware that disabling cookies will affect the functionality of our website. Disabling cookies will usually result in also disabling certain functionality and features of sites.
More Information
We hope, that this info has clarified things for you and as was previously mentioned if there is something that you aren’t sure whether you need or not it’s usually safer to leave cookies enabled in case it does interact with one of the features you use on our site. However, if you are still looking for more information than you can contact us through one of our preferred contact methods, for example, send us an email to support@blacksquare.finance.
Information and Guidelines for Authorized Law Enforcement Officials
Submission of Requests
Online
Law enforcement officials should use contact@blacksquare.finance for the submission of the requests. To ensure a timely response, please do not send law enforcement inquiries to the support or any other channel not intended for law enforcement.
By Mail
Mailing address:
BLACKSQUARE SECURITIES, Ltd – 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom, Attention: Compliance
For a quicker response time, please submit a copy of the request to our email address contact@blacksquare.finance
Information to be provided
You must have valid legal grounds to request the information in to order for us to compel to provide any user’s information. The request should contain information which will help us identify the user or transaction for which the information is sought (e.g. blacksquare.finance user’s full name, crypto wallet address and known card’s number(s) and any other information about certain requested information and its relation to the investigation).
The valid Law Enforcement Request made by an authorized law enforcement.
A valid return email from an official government domain or physical address.
MODULR INTRODUCED CLIENT TERMS OF BUSINESS
Appendix 1 to the BlackSquare Services Agreement
BACKGROUND
Modulr is a provider of Modulr Products (as described to you by Partner Platform), which includes the provision of an electronic money account for businesses and associated payment services. The electronic money account is provided by Modulr FS. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client.
These Introduced Client Terms of Business (including all the attached Schedules), together with the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr, Modulr FS and the Introduced Client.
THE PARTIES AGREE AS FOLLOWS:
1. INTERPRETATION
1.1 In these Introduced Client Terms of Business:
(A) a reference to a clause is a reference to a clause in these Introduced Client Terms of Business;
(B) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business;
(C) the singular shall include the plural and vice versa;
(D) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
(E) a reference to a party shall include its personal representatives, successors and permitted assigns;
(F) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. MODULR PRODUCTS
2.1 Modulr will make available to the Introduced Client such products that are provided to the Partner Platform and, as described by Partner Platform in the application process.
2.2 The Account and Cards (where applicable) are provided by Modulr FS to the Introduced Client in accordance with the Modulr Account Terms and Conditions. Modulr Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.
The Introduced Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).
The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised.
From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.
The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Modulr discontinuing the provision of the Modulr Products as set out in clause 7.4.
The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.
AUTHORISED USERS
Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.
The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User.
Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.
The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.
The Introduced Client shall ensure its Authorised Users;
take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and
do not share any information that would enable another party to access the Introduced Client’s Account.
The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.
The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had one full Business Day to act on any received notice. This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform.
Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User. In this instance if additional Authorised Users are required they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.
ACCESSING MODULR PRODUCTS THROUGH A PARTNER PLATFORM
In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.
The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.
The Introduced Client acknowledges and agrees to the following:
it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and
it will only use the Account for the purpose set out in the Partner Platform Agreement.
On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions.
If the Introduced Client has any complaint or concern relating to the Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.
CUSTOMER SERVICES
The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users, Cardholders or Transaction information so that it can verify the identity of an Authorised User, the Cardholder and/or the Modulr Products provided to such Introduced Client.
Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.
As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.
FEES
Fees shall be paid by the Partner Platform. No further fees payable by the Introduced Client.
TERM AND TERMINATION
This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.
The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
Modulr may suspend or terminate this Agreement immediately if, for any reason, the Introduced Client (i) is unable to satisfy the Due Diligence Procedures,. (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority. Modulr shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement.
This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
Modulr may terminate or suspend this Agreement in whole or in part immediately by giving written notice to the Introduced Client if Modulr ceases to provide Cards pursuant to the provisions of Schedule 1.
On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr FS such amount equal to the negative balance.
INTELLECTUAL PROPERTY
The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement.
Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.
FORCE MAJEURE
Modulr and/or Modulr FS will not be liable for the non-performance or failure to provide any part of the Modulr Products occurring as a result of any events that are beyond the reasonable control of Modulr, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance of third party suppliers, acts of God such as storm or lightening damage, or other causes over which Modulr and/or Modulr FS has no reasonable control.
ASSIGNMENT TRANSFER AND SUBCONTRACTING
The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr.
The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement.
In the event of any transfer of this Agreement by Modulr to another service provider; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer Services. On receipt of such notification, Modulr it will terminate this Agreement. Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.
It is acknowledged by the Introduced Client that Modulr enters into this Agreement on its own behalf and as agent for and on behalf of Modulr FS with respect only to clauses 10 and 14 of these Introduced Client Terms of Business.
LIABILITY
Nothing in this Agreement will operate to limit either party or its agent’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors.
Modulr and Modulr FS makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
The Introduced Client acknowledges and agrees that Modulr and/or Modulr FS are not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control, restriction measures or other measures implemented from time to time including as require, unless such loss, liability or damage is a direct result of Modulr and/or Modulr FS’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced Client.
Modulr and Modulr FS shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or Cardholder or an Authorised User’s or Cardholder’s use of or inability to use of the Modulr Products.
The Introduced Client agrees to indemnify Modulr and Modulr FS against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr and/or Modulr FS directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, or a Cardholder has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.
Modulr and/or Modulr FS shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.
REPORTS
Modulr may make available certain management or other reporting or business administration functionality via the Website.
Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.
DATA PRIVACY
Modulr will collect and retain personal information about the Introduced Client and each Authorised User and Cardholder to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about it. Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client.
Modulr processes personal information in accordance with relevant laws on the protection of personal data.
If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data.
Further information about how Modulr uses personal information can be found in Modulr’s Privacy Policy; please contact Customer Services for a copy of this.
CHANGES TO THE AGREEMENT
Modulr may amend or modify this Agreement by giving no less than two (2) months’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform.
The Introduced Client has no obligation to accept such amendments proposed by Modulr.
The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect. In such circumstance, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions. In this circumstance the Introduced Client will not be charged a fee for the Account closure and return of any balance.
GENERAL
In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.
Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time.
In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.
The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.
This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
This Agreement is governed by the laws of England and the Introduced Client agrees to the non-exclusive jurisdiction of the English courts.
The Modulr Account Terms and Conditions; Important information you need to know
The Modulr Account Terms and Conditions
Please read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us.
These Terms and Conditions, together with the Introduced Client Terms of Business constitute the entire agreement between Modulr and you.
By signing the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details provided to you by Partner Platform.
1. DEFINITIONS
Account – The electronic money account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.
Account Information Service Provider – means a third party payment service provider who is authorised by or registered with the Financial Conduct Authority or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.
Account Limit – any limit that applies in relation to your Account and/or Card, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2.**
Account Manager – The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.
Account Owner – The entity legally responsible for an Account.
Agreement – The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business which constitute the entire agreement between you and Modulr.
Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct Accounts via the Introduced Client’s or the Partner Platform’s own application.
AML Policy – Modulr’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Modulr.
Applicant – A customer of the Partner Platform who applies for Modulr Products but is yet to be accepted by the Modulr as an Introduced Client.
Available Balance – The value of funds available on your Account.
Bacs Credit – Means Bacs Direct Credit. A service** enabling organisations to make payments to an account which takes 3 Business Days for the funds to be cleared.
Business Days – Monday to Friday between the hours of 9am-5pm but does not include bank holidays, or public holidays in the United Kingdom.
Card – means a Virtual Card or a Physical Card.
Cardholder – means the individual authorised to use the Physical Card issued to you.
Card Scheme -Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.
Card Transaction –means a Virtual Card Transaction or a Physical Card Transaction.
CHAPS – the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.
Chargeback has the meaning given to it in Schedule 1 of the Introduced Client Terms of Business.
Confidential Information – any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.
Customer Services – The contact centre for dealing with queries about your Account. Contact details for Customer Services can be obtained from the Partner Platform.
Data Protection Laws – the following, to the extent they are applicable to a party: the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable supervisory authority;
Direct Debit – a payment collected via UK Direct Debit scheme operated by Bacs from or to your Account.
Direct Debit Collection – a payment collected to your Account via UK Direct Debit scheme on the basis of an instruction given by you to the payer’s payment service provider.
Direct Debit Guarantee – means the refund terms applicable to Direct Debit Mandates as set out on the direct debit form or direct debit confirmation provided to you by the payment recipient.
Direct Debit Mandate – a payment collected from your Account via UK Direct Debit scheme on the basis of a mandate permitting someone else (recipient) to instruct us to transfer money from your Account to that recipient.
Due Diligence Procedure – Modulr’s procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations.
Faster Payment – A service allowing you to make and receive electronic payments in the UK which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.
Fees – where relevant, those fees payable by the Introduced Client.
Information – Means any information related to the organisation, and any personal information related to Account Manager or the Cardholder.
Intellectual Property Rights – means without limitation, all patents (including models and inventions), trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and “Intellectual Property” shall be construed accordingly;
Introduced Client – Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant).
Introduced Client Terms of Business – The terms on which Modulr provides Modulr Products to the Introduced Client.
Merchant- means a merchant authorised to accept Card Scheme-branded Cards.
Modulr – Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd.
Modulr Account Terms and Conditions – This agreement, between Modulr FS and the Introduced Client which governs the terms on which the Introduced Client may use its Account.
Modulr Products – those products, including but not limited to the Account as described by Partner Platform in the application process.
Online Portal – means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform.
Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with by the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at your request on your Account.
Partner Platform – A third party that is permitted by Modulr and Modulr FS to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.
Partner Platform Agreement – an agreement between the Account Owner and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement.
Physical Card – means a physical card-based payment instrument issued by us to you which uses the Card Scheme payments network and may be used to make Physical Card Transactions.
Physical Card Transaction – means the use of a Physical Card to make a payment to a Merchant.
Regulator – the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom.
SEPA – Single Euro Payments Area scheme, which allows payments to be made in euros within the EEA.
Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it, including a Virtual Card Transaction.
TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider.
we, us, our or Modulr FS – Modulr FS Ltd, a company registered in England and Wales with number 09897919 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf.
Virtual Card – means a virtual card-based payment instrument consisting of (amongst other things) a unique 16 digit account number issued to you by us which uses the Card Scheme payments network and may be used to make Virtual Card Transactions.
Virtual Card Transaction – means the use of a Virtual Card to make a payment to a Merchant.
Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products.
you, your – The Account Owner, also referred to as an Introduced Client.
2. ACCOUNT & CARD LIMITS
2.1 Limits may apply to the balance on your Account at any time, the maximum value of an individual payment Transaction, maximum Virtual Transaction value per Card, the maximum aggregate value of all payment Transactions made from your Account or Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe. Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.
2.2 The limits and restrictions that apply to your Account and Card will be communicated to you during the Account set-up process and/or before the Card is issued to you (as applicable). These limits may also change over time based on your Account and/or Card usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.
2.3 From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases on a train, aeroplane, underground or toll payments). In such circumstance, a negative balance on your Account may occur. In this case the process in paragraphs 5.12 to 5.14 inclusive will apply.
2.4 Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released by the Merchant. The pre-authorisation allows the Merchant up to 30 days to claim and settle any funds owed to them from the Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, Modulr must still make this settlement, which may result in a negative balance on your Account. In this case the process in paragraphs 5.12 to 5.14 inclusive will apply.
2.5 To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them.
3. SCOPE OF THESE TERMS AND CONDITIONS
3.1 Your Account is an electronic money account and the electronic money and any Card associated with it is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.
3.2 The types of Transactions enabled for your Account will be explained to you by the Partner Platform, or as subsequently enabled by us. The terms of these Modulr Account Terms and Conditions applicable to specific Transactions or payment types (for example, Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.
3.3 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
3.4 You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.
3.5 You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
4. OPENING YOUR ACCOUNT
4.1 Your Account will be opened on your behalf by the Partner Platform. You may only hold an Account so long as you remain an approved client of the Partner Platform that provided you with your account details.
5. USING THE ACCOUNT
5.1 Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent.
5.2 Your Account can also receive internal transfers from other Accounts owned or controlled by the Partner Platform, which apply instantly.
5.3 An incoming payment will not be credited to your Account if:
5.3.1 the Account has reached the Account Limits; or
5.3.2 the Account is inactive or blocked or terminated; or
5.3.3 the sender has provided incorrect/invalid Account Details for your Account; or
5.3.4 we suspect the payment to be fraudulent.
5.4 If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you.
5.5 Your Account can make payments out to external bank accounts via Faster Payments, SEPA and other methods as added and notified to you by the Partner Platform from time to time.
5.6 Your Account will be configured and operated by the Partner Platform. You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform. We are also authorised to take instructions from any other Account Manager (where different from Partner Platform) and, with respect to Physical Card Transactions, from the Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or Card(s).
5.7 Where Cards are made available to you, , your Account can be used to fund Card Transactions. You or your Account Manager or Partner Platform can request a Virtual Card or a Physical Card to be issued to you via the Online Portal or Modulr API. The value of the Virtual Card Transaction, together with any applicable fees and charges, will be deducted from your Account once we receive the authorisation request from the Merchant.
5.8 If the Card Transaction is made in a currency other than the currency the Card is denominated in, the Card Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by it on the day we receive details of the Card Transaction. The exchange rate varies throughout the day and is not set by us. You can check the relevant Card Scheme rate as follows.
Mastercard Card Scheme rate at: https://www.mastercard.co.uk/en-gb/consumers/get-support/convert-currency.html ;
VISA Card Scheme rate at: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html .
5.9 A Transaction is deemed to be authorised by you:
5.9.1 when you or your Account Manager or Partner Platform enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials;
5.9.2 when you or your Account Manager or Partner Platform submits a request for a creation of a Virtual Card via the Online Portal or Modulr API, you shall be deemed to have authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value specified when creating the request for creation of the Virtual Card;
5.9.3 when you or the Cardholder (i) enter a PIN or provide any other security credentials; (ii) sign a sales voucher; (iii) provide the Physical Card details and/or provide any other details as requested; (iv) wave/swipe the Physical Card over a card reader; or (v) insert the Physical Card into a card device or an ATM;
5.9.4 when you give instructions through a third party (such as the recipient of a Direct Debit Mandate or a Payment Initiation Service Provider).
Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.10 below.
5.10 You can cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give us notice to cancel no later than close of business on the Business Day before the Transaction was due to take place;
5.11 Cancelling a Direct Debit Mandate with us will not cancel the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.
5.12 If for any reason whatsoever, a negative balance arises because a Transaction is completed when there are not enough funds on your Account for that Transaction, you shall reimburse the negative balance amount immediately, unless circumstances described in sections 5.13 and 5.14 apply. You agree that once we make this negative balance known to you, we will charge you the amount of negative balance and you must repay it immediately. We may charge the amount of the negative balance against any funds on your Account, including any subsequently loaded funds. Until we are reimbursed this negative balance amount, we may arrange for your Account, including Card(s) to be suspended. We may also report the negative balance to credit reference agencies.
5.13 Where a negative balance arises because of an error on the part of a Merchant where the Card Transaction occurred, we will seek to recover the negative balance amount from the Merchant.
5.14 Where a negative balance arises because of an error on the part of the recipient of the payment or us, we will seek to recover the negative balance amount from the person who made the error.
5.15 The Available Balance on your Account will not earn any interest.
5.16 You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.
5.17 You will be provided with a monthly statement free of charge setting out information relating to individual payment Transactions by the Partner Platform or us (using the details we have associated with your Account).
6. THIRD PARTY ACCESS
6.1 You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.
6.2 We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.
6.3 If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.
7. CLOSING YOUR ACCOUNT
7.1 You may close your Account by contacting Customer Services. Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account.
7.2 The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction).
7.3 On termination of the Agreement for any reason, these Terms and Conditions will automatically terminate, and your Account will be closed and any Cards issued to you will be cancelled.
7.4 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments or SEPA (as relevant) based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours for a period of six years from the date of Account closure. Within this period, you may at any time request a refund by contacting Customer Services. You will not have any access to your Account and we will not return any funds remaining on the Account after six years from the date of Account closure and this Agreement will terminate.
8. YOUR LIABILITY AND AUTHORISATIONS
8.1 You are responsible for understanding and complying with the Agreement including these Terms and Conditions.
8.2 We may at any time suspend, restrict or refuse to authorise any use of your Account and/or Cards (including cancelling Card(s)) or refuse to process your instructions or authorise any particular Transaction where:
8.2.1 we are concerned about the security of or access to your Account and/or your Card;
8.2.2 we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;
8.2.3 we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;
8.2.4 the Transaction would breach the limits applicable to your Account and/or Card;
8.2.5 you, the Account Manager or the Cardholder breach an important part of these Terms and Conditions, or repeatedly breach any term in this Agreement and fail to resolve the matter in a timely manner.
8.3 If we cancel, suspend or restrict your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal, suspension or cancellation (as applicable). If possible, we will provide the reasons for the refusal to execute the Transaction and/or suspending the use of your Account and/or Card and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
8.4 You or the Account Manager or the Cardholder must not:
8.4.1 allow another person to use security information related to the Account and/or Cards,
8.4.2 write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
8.4.3 disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
8.4 You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe at all times. If you visit a website or receive a message that asks for your password, other than the Modulr website, this should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.
8.5 You will be liable for all Transactions that take place as a result of you, the Account Manager or the Cardholder acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.
8.6 You will be liable for all Transactions that the Partner Platform, any other Account Manager makes on your behalf or the Cardholder makes as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
8.7 You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Physical Cards, the Account or Card security information such as but not limited to the Online Portal log in details and API security details, Card number and CVV if you, the Account Manager, or the Cardholder fail to keep the security features of the Account and/or Cards safe.
8.8 It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions.
8.9 If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to charge you (i) a handling fee of £25 per recall and (ii) any fee payable by Modulr to a third-party bank or institution for handling the recall.
8.10 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.
9. DISPUTES AND INCORRECT TRANSACTIONS
9.1 If you (or an Account Manager or Cardholder) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has unauthorised access to your Account and/or Card, you must inform us immediately by contacting Customer Services. After you notify us, we will replace a lost, stolen or misappropriated Physical Card and/or security credentials, as appropriate.
9.2 We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions, provided at all times that you have notified us without undue delay of becoming aware of such incorrectly executed or unauthorised Transaction and in any case within the timeframes required by the Card Scheme rules if the incorrect Transaction relates to a Card Transaction and for all other Transactions within 13 months of the date of the relevant Transaction. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this period.
9.3 If you dispute a Transaction:
9.3.1 subject to 9.3.2 and 9.3.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction.
9.3.2 if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund;
9.3.3 if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service; and
9.3.4 if we make an error on a Transaction made to someone else through the Direct Debit scheme, we will refund you in accordance with the Direct Debit Guarantee.
9.4. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.
9.5 You will be liable for all Transactions made from your Account** if you (or the Account Manager or the Cardholder) have acted fraudulently or have failed with gross negligence:
9.5.1 to keep the security credentials used to access or use your Account and/or Card safe and secure or otherwise failed to comply with these Terms and Conditions in relation to the safety of your Account and/or Card; or
9.5.2 failed to notify us in accordance with 9.1 above.
9.6 You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
9.6.1 the authorisation did not specify the exact amount;
9.6.2 the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and
9.6.3 you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.
In such circumstances we will refund you within 10 Business Days of receiving your claim for a refund or, where applicable, within 10 Business Days of receiving any further information we requested – or we will provide you with reasons for refusing the refund.
9.7 If you want a refund for a Transaction made using the Direct Debit scheme, the Direct Debit Guarantee will apply instead of the terms in 9.6 above.
10. VARIATION
10.1 We may change these Terms and Conditions by providing you with at least two months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address).
10.2 If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.
10.3 If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
11. TERMINATION OR SUSPENSION
11.1 We can terminate your Account at any time if we give you two months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge.
11.2 We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:
11.2.1 we discover any of the Information that we hold for you is false, misleading or materially incorrect; or
11.2.2 if you, the Account Manager, the Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of the same; or
11.2.3 if you have reached your Account Limit;
11.2.4 you or the Account Manager have breached these Terms and Conditions; or
11.2.5 we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.
11.3 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent the we are permitted by law).
12. OUR LIABILITY
12.1 Our liability and the liability of our agents in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
12.1.1 Neither we, nor our agents shall be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;
12.1.2 Neither we, nor our agents shall be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
12.1.3 where sums are incorrectly deducted from your Available Balance due to our default, our liability and that of our agents shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;
12.1.4 in all other circumstances of our default, our liability and that of our agents jointly will be limited to transferring any Available Balance to your nominated bank account.
12.2 In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us and our agents with all assistance that we reasonably require.
12.3 Nothing in these Terms and Conditions shall exclude or limit our liability or that of our agents for death or personal injury resulting from our negligence or fraud.
12.4 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
12.5 The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.
13. YOUR INFORMATION
13.1 Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr FS is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Services for details of where to access this) for full details on the personal data that we and Modulr Finance Ltd hold, how we will use it and how we will keep it safe. Modulr will at all times comply with Data Protection Laws.
13.2 We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or service
13.3 You must update any changes to your Information by contacting Customer Services.
13.4 If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.
13.5 If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.
14. COMPLAINTS PROCEDURE
14.1 Complaints regarding any element of the service provided by us can be sent to Customer Services.
14.2 All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.
14.3 In most cases we will provide a full response by email to your complaint within fifteen Business Days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five Business Days of the date we received your complaint.
14.4 If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
15. GENERAL
15.1 Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.
15.4 Save for Modulr, who acts on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
15.5 These Terms and Conditions contain the information set out in Schedule 4 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services.
15.6 These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.
15.7 The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from your Account. In the event that we or Modulr become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.
16. CONTACTING CUSTOMER SERVICES
16.1 Customer Services are provided by the Partner Platform. The details shall be provided by the Partner Platform.