European Customer Agreement

Us

Bottlepay Ltd (“Bottlepay”, “us”, “our” or “we”) are based in, and provide services from, the UK. Our registered business address is MX307, Hoults Yard, Walker Road, Newcastle upon Tyne, NE6 2HL. We are registered in England and our registered company number is 11266919. We are a cryptoasset firm registered with the UK Financial Conduct Authority, pursuant to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. Our Registered Cryptoasset register reference number is 928607.

This Agreement 📝

These terms (the "Agreement") set out the contract between you ("Customer", "you" or "your") and us. The Agreement applies to your access to and use of the products and services (the "Bottlepay Services") that we make available to our users, including our mobile application (the “App”), website, Digital Asset wallet services, and other services we make available, which are further described in the Glossary section below. By accessing or using the Bottlepay Services, you agree to the terms of this Agreement. If you do not agree to the terms of the Agreement, do not access or use the Bottlepay Services.

This Agreement applies at all times when using the Bottlepay Services. This Agreement is governed by English law and any disputes arising from this Agreement will be settled exclusively by English Courts.

For details on how we store and use your personal information please refer to our Privacy Policy.

You

You confirm that you are an individual who is 18 years old or older, that you are resident in the United Kingdom (UK) or European Union (EU), that you are not a United States tax resident, and that you have not been previously rejected or suspended from the Bottlepay services.

Your Account is for personal use only, and you must not use it for any purpose connected with your trade or profession.

Your Obligations

You must only use the Bottlepay Services on your own behalf, and must not undertake any activity, or store any Digital Assets in your Account, on behalf of a third party.

You must not use the Bottlepay Services in a way that is unlawful, that breaches the rights of any third party or that is otherwise defined in this Agreement as prohibited conduct (“Prohibited Conduct”). You can see what we consider Prohibited Conduct in our Glossary. Where your submission of content constitutes Prohibited Conduct, we may remove, delete or restrict the use of such content without liability to you.

Security

The Bottlepay Services are accessed through the App, and we will assume that any transaction authorised through the App has been authorised by you. You are responsible for maintaining the security of any information, hardware, service or other means of verification used to authenticate your identity on the App (“Security Factors”). You must not share your Security Factors with anyone, even if you think that person works for us.

You must tell us immediately if you think that anyone may be able to access your Account unlawfully, either because one or more of your Security Factors has been compromised, or for any other reason. We will typically respond to such requests during our normal business hours.

You must install updates to the App as soon as they become available for your device.

The App 📱

You may only download the App from app stores we recognise as safe. You can find details of which app stores we recognise as safe on our website. We are not responsible for the performance of the App if you are not running the most recent, unmodified, versions of both the App and of your device’s operating system.

We may change or remove features of the App at any time without notice to you.

Fiat Account 🔌

Your Fiat Account is provided by Modulr and is governed by the Modulr Terms set out below at Exhibit A. The Fiat Account is opened in your name, and you grant Bottlepay the right to access and control the Fiat Account solely for the purpose of performing our obligations and exercising our rights in accordance with this Agreement.

Onboarding (and staying onboard) 🛫

We are required by law to carry out checks in order to verify your identity and monitor the use of the Bottlepay Services for financial crime on an ongoing basis. We therefore require you to provide certain personal information and documents prior to opening your Accounts, and periodically thereafter. This information must be complete, accurate and up to date.

You must let us know as soon as any of your Account information changes. This could be because you have, for example, changed your name or address.

We reserve the right to reject your application to use the Bottlepay Services for any reason at any time.

We may also ask you to provide certain information and, if necessary, supporting evidence relating to your ongoing use of your Accounts. If you fail to provide such information within a reasonable period of time, your Accounts may be suspended or closed.

You acknowledge that we may undertake and retain searches with third party organisations, such as fraud prevention and credit reference agencies, for the purposes of conducting KYC checks. Those third party organisations may check the details you supply against any particulars on any database (public or otherwise) to which they have access. You further acknowledge that KYC checks will be recorded, but will not be seen by other organisations if you apply for credit in the future.

Get in Touch 👋

If you have any questions, or if you have a complaint, you can contact us through the App or you can email us at [email protected]

We will always make contact in English. We will usually contact you through the App or by email.

Digital Assets ₿

Digital Assets you store in your Bottlepay Account are held by Bottlepay on your behalf in accordance with this Agreement. We hold your Digital Assets in one or more omnibus accounts on the Bitcoin Network together with Digital Assets owned by other users of the Service. Your Digital Assets will not be commingled with Digital Assets that we own.

Before making any instructions to us to process a Digital Asset transaction, you should verify all transaction information. We accept no responsibility or liability for any incorrect or incomplete instructions received.

Transferring

Using the Bottlepay Service, you can instruct us to transfer Digital Assets to another Bottlepay customer, to a Linkable Identity or to an external wallet via a lightning or on-chain transaction. You are responsible for ensuring that you enter the recipient’s details correctly.

When we receive your instruction to transfer your Digital Assets to another Bottlepay customer the beneficial ownership of the Digital Assets will be transferred from you to the other Bottlepay customer.

You accept all consequences of initiating a transfer of Digital Assets, including the possibility that you may have sent Digital Assets to the wrong recipient and may not be able to recover them.

If you instruct us to send a transaction to a Linkable Identity which is not linked to a Bottlepay Account, the funds will be held for 7 calendar days and instructions will be issued to the recipient to complete onboarding with us and/or link their Linkable Identity to their Bottlepay Account. If these steps have not been completed within 7 days, the funds will be returned to your Bottlepay Account.

Trading

You can instruct us in the App to buy or sell Digital Assets using your fiat balance. You cannot withdraw this instruction once you have submitted it.

You can also instruct us to complete a recurring trade between fiat and Digital Assets. You can withdraw this instruction at any point until the designated time(s) and date(s) of execution for the applicable trade. This instruction is not guaranteed to be executed and in times of degraded service or technical issues Bottlepay will not be liable for any losses incurred on trades not executed. Trades will be executed at the next available point of the service and will be executed at the rate available to us at that time.

Rates and volatility

Digital Asset values can rapidly increase or decrease at any time, and the price at which we buy and sell Digital Assets reflects the price at which Bottlepay is able to source liquidity in the market and supply this on to our customers. This may be inclusive of transaction costs, margins and risks assumed as a result of offering fixed prices for extended periods of time, as well as other charges specified in this document.

You may be offered time-limited fixed prices in the App. If you are making your trade manually, the price will be displayed to you for approval prior to the transaction. If your transaction is automated - for example, because you are using our recurring trade feature - the price will be calculated at the time that the transaction is executed.

Risks of Cryptocurrencies

Digital Assets come with some risks and we want you to be aware of them:

• Although the Digital Assets you store in your Bottlepay Account are held by Bottlepay on your behalf, they are not protected by the Financial Services Compensation Scheme (FSCS).

• Bottlepay’s services are not within the jurisdiction of the Financial Ombudsman Service (FOS)

• We do not control the Digital Asset Networks, and are not liable for any risks associated with their performance.

• Wallets and other software associated with Digital Assets can be hacked and can therefore be subject to loss or delay.

• Values of Digital Assets are not stable and can rapidly change.

• Transfers of Digital Assets are irreversible, and cannot be cancelled once they have been confirmed.

Funding and withdrawals 💷

You can fund your Fiat Account in the App.

We apply some controls to your use of the Fiat Account in order to meet our compliance obligations and protect you from theft or fraud:

• You can only fund your Fiat Account from a bank account in the UK or EU. The bank account must be in your name.

• You can only withdraw fiat to a bank account that you’ve previously used to fund your Fiat Account.

Any attempt to circumvent these controls may result in the suspension or termination of your Accounts.

Transaction Limits and Due Diligence 🕵️‍♂️

Bottlepay's provision of Digital Assets is subject to UK anti-money laundering regulations, which require us to put controls in place to prevent financial crime. We therefore perform automated and manual screening of transactions, and may impose limits on the value, speed and frequency of the transactions you may make using the Bottlepay Services. Bottlepay will not be liable for any delay to, or failure of, your transaction as a result of such controls.

In order to meet our legal and regulatory obligations and commitments, we may require you to submit information about yourself, a transaction, a payee, your source of funds, source of wealth or any other matter at any time.

We reserve the right to refuse or freeze a transaction at any time where we suspect that it is connected to financial crime. We may suspend your access to your Accounts where we suspect that any activity relating to those Accounts is illegal or otherwise in breach of this Agreement.

Fees 🚕

We currently charge a fee of 1% for conversions between Digital Assets and fiat. If we change this fee, we will provide you at least two months’ prior notice.

Minimum Deposit €10. Minimum conversion €1. Transaction fees <€0.01 will be charged at €0.01.

Where a third party imposes charges for a transfer, such as an on-chain transaction fee for Digital Assets or a banking charge for a fiat transfer, we will pass such charges on to you.

Set off

If you are in arrears or owe us any money for any reason, we may set off amounts you hold in any Account against the amounts you owe us. This means there will be less available for you in your Accounts. We will only exercise this right where we consider it is reasonable to do so and, where practicable, once we have given you notice in advance.

Suspension, Termination and Cancellation ✂️

Closing your Account

You can close your Account at any time and for any reason by using the functionality in the App, or by getting in touch with us at [email protected].

We can close your Account for any reason, provided that we give you two months’ written notice.

We can close or suspend access to your Account at any time without notice if we reasonably believe that you have:

• breached this Agreement, including by engaging in Prohibited Conduct;

• broken the law;

• put us in a position where we could break the law if we continued our relationship with you;

• not accessed and/or held funds in your Accounts for an extended period of time; or

• provided us with false or misleading information.

Withdrawing your Fiat and Digital Assets

Any balance remaining in your Fiat Account after closure will be transferred to your nominated bank account. Any Digital Assets remaining in your Bottlepay Account after closure will be traded for Fiat and transferred to your nominated bank account. If you have any outstanding fees or other amounts owing to us, we will deduct these from the balance in your Accounts prior to transferring. Our standard rates will apply to any trades undertaken by us to effect closure of your Account, and we will not be liable to you for any losses resulting from the timing of such trades.

If you do not have a nominated bank account, you may contact us in order to request withdrawal of any remaining funds after the closure of your Accounts. We may require you to provide further information in order to establish your identity and entitlement to such remaining funds.

Personal Data 🧬

Our Privacy Policy is available on sign up and via the Bottlepay Services. It sets out how we collect, make use of, disclose, retain and otherwise process your personal data.

Limitations and Exclusions 💼

We (including our officers, directors, employees and affiliates) will not be liable to you for any:

• loss of profits, business, goodwill, or data, or any indirect or consequential loss, even if we have been advised of its possibility;

• losses resulting from any unforeseeable events beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labour conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations;

• losses resulting from a breach of your obligations under this Agreement; or

• digital assets received and held by us through air drops, forks or other similar mechanisms, and we will have no duty, responsibility or obligation to you with respect to such assets, unless and until you have been notified in writing by us that such digital assets are “Digital Assets” (as defined in this Agreement), supported by Bottlepay, and included on your Bottlepay Account receipts or statements.

Our maximum total liability to you for an individual claim or series of claims resulting from a breach of this Agreement will be limited to the amount of Digital Assets and Fiat held in your Accounts at the time of the relevant claim.

While we aim to maintain continuous uptime, we do not provide any warranty in relation to the availability of the Bottlepay Services, and we exclude all liability for delays to, and interruptions of, the Bottlepay Services.

Because some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the limitations in this section may not apply to you.

Intellectual Property

We own or licence all intellectual property rights in the Bottlepay Services, our brand, logos, name, software, website, and all related materials. No right (including any intellectual property right) in any of the foregoing will vest in you at any time.

Changes to this agreement 📫

We may make changes to any part of this Agreement, including the fees. We may provide notice of any significant changes via the App, email or SMS. We will usually provide notice of such changes at least two months prior to the date the changes come into force, although we may provide less notice where the changes are necessary for compliance with applicable law, or where we do not consider that they could materially disadvantage you. If you keep using the Bottlepay Services after the date the changes come into force, you will be deemed to have accepted the changes and agreed to the latest version of the Agreement set out here.

Glossary

Account: Your Bottlepay Account or your Fiat Account, as applicable. ‘Accounts’ means your Bottlepay Account and your Fiat Account.

App: The Bottlepay mobile application.

Bitcoin Network: The decentralised peer-to-peer network used to transfer Bitcoin (BTC).

Bottlepay, we, our, or us: Bottlepay Limited, a company registered in England with registered company number 11266919 and its registered address at MX307, Hoults Yard, Walker Road, Newcastle upon Tyne, NE6 2HL.

Bottlepay Account: An account provided by Bottlepay for receiving, holding and transferring Digital Assets.

Bottlepay Services: The applications and services provided by Bottlepay, including the App, your Bottlepay Account, access and control of your Fiat Account, and all services associated with the foregoing.

Customer, or you: The individual using the Bottlepay Services in whose name we have opened and maintain the Bottlepay Account.

Digital Assets: Bitcoin (BTC).

Digital Asset Networks: The Bitcoin Network and the Lightning Network.

Fiat: If you are a UK resident: Pounds Sterling (GBP). If you are a EU resident: Euros (EUR).

Fiat Account: The account accessed through the Bottlepay Services and provided by Modulr pursuant to the Modulr Terms.

Lightning Network:" The layer two payment protocol built on top of the Bitcoin Network.

Linkable Identity: An identifier such as a social media identity or telephone number that is, or can be, linked to a Bottlepay Account.

Modulr: The applicable Modulr entity as set out in the Modulr Terms.

Modulr Terms: The Modulr Introduced Client Terms of Business ‎(including all the attached Schedules)‎, together with the Modulr Account Terms and Conditions set out at Exhibit A of this Agreement.

OS: The operating system of the device you use to run the App.

Prohibited Conduct: Any conduct (including the submission of any content) that is:

• against the law in the country where you are located or in any country where Bottlepay or its affiliates conduct business;

• an unreasonable load on, or otherwise threatening to the security of, the Bottlepay Services;

• abusive or threatening to, or breaches of the rights of, Bottlepay’s users or staff; or

• determined by Bottlepay to pose a risk to Bottlepay and reasonably designated as prohibited conduct.

Security Factors: Any information, hardware, service or other means of verification used to authenticate your identity on the Service or access to your Account.

Version: 2.1

Last updated: 12 April 2023

Schedule 1 - Modulr Terms

PART A: - MODULR INTRODUCED CLIENT TERMS OF BUSINESS

BACKGROUND

Modulr FS Europe Limited (“Modulr”) is a provider of Modulr Products, which includes the provision of an electronic money account for businesses and associated payment services. The electronic money account is provided by Modulr. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client. By using the Modulr Products, Introduced Client agrees to the terms as set out in this Agreement.

These Introduced Client Terms of Business‎, together with the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr and the Introduced Client.

Modulr shall be regulated by the Central Bank of Ireland as an authorised electronic money institution at the Effective Date. The “Effective Date” shall be defined as the date Modulr informs the Introduced Client via Partner Platform that Modulr is authorised by the Central Bank of Ireland. The parties agree that no provision in this Agreement shall be effective on either party until the Effective Date.

It is intended that all of the assets of Modulr will transfer to Modulr Finance B.V. (“MFBV”) (a company incorporated in Netherlands with registration number 81852401 and authorised as an electronic money institution by De Nederlandsche Bank with authorisation number R182870) (the “Transfer”) during the fourth quarter of 2022, at which point MFBV shall automatically assume all of Modulr’s rights and obligations under this Agreement and shall perform the Agreement and be bound by its terms in every way as if it were the original party to the Agreement in place of Modulr. The Introduced Client acknowledges and consents to the Transfer. Modulr (or the Partner Platform) will notify the Introduced Client prior to or following completion of the Transfer but no further advance notification of the Transfer is required.

THE PARTIES AGREE AS FOLLOWS:

1. Interpretation

   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

   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. The Account is provided by Modulr 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.

   3. The Introduced Client can use the Account 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).

   4. The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised.

   5. From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.

   6. The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Modulr discontinuing the provision of the Modulr Products as set out in clause 6.4.

   7. The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.

3. Authorised Users

   8. Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.

   9. The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User.

   10. Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.

   11. The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.

   12. The Introduced Client shall ensure its Authorised Users;

   13. 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

   14. do not share any information that would enable another party to access the Introduced Client’s Account.

4. 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.

5. 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.

6. 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.

7. Accessing Modulr Products through a Partner Platform

   1. In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.

   2. The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.

   3. The Introduced Client acknowledges and agrees to the following:

      1. 4.3.1.it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;

      2. 4.3.2.the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;

      3. 4.3.3.it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;

      4. 4.3.4.the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;

      5. 4.3.5.the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and

      6. 4.3.6.it will only use the Account for the purpose set out in the Partner Platform Agreement.

   4. On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions.

   5. If the Introduced Client has any complaint or concern relating to the Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.

8. Customer Services

   1. The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users or Transaction information so that it can verify the identity of an Authorised User and/or the Modulr Products provided to such Introduced Client.

   2. Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.

   3. As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.

9. Term and Termination

   1. This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.

   2. The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.

   3. Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.

   4. Modulr may suspend or terminate this Agreement immediately if, for any reason, the Introduced Client (i) is unable to satisfy the Due Diligence Procedures, (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority. Modulr shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement

   5. This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).

   6. 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 such amount equal to the negative balance.

10. Intellectual Property

    1. The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement.

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

11. Force Majeure

    1. Modulr 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 has no reasonable control.

12. Assignment Transfer and Subcontracting

    1. The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr.

    2. The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement.

    3. In the event of any transfer of this Agreement by Modulr to another service provider, Modulr will notify the Introduced Client no later than two months before the proposed transfer; 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 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.

13. Liability

    1. Nothing in this Agreement will operate to limit either party’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.

    2. Modulr makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.

    3. The Introduced Client acknowledges and agrees that Modulr is 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 required for compliance with legal and regulatory requirements, unless such loss, liability or damage is a direct result of Modulr’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.

    4. Modulr 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 an Authorised User’s use or inability to use of the Modulr Products.

    5. The Introduced Client agrees to indemnify Modulr against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.

    6. Modulr 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.

14. Reports

    1. Modulr may make available certain management or other reporting or business administration functionality via the Website.

    2. Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.

15. Data Privacy

    1. Modulr will collect and retain personal information about the Introduced Client and each Authorised User 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.

    2. Modulr processes personal information in accordance with relevant laws on the protection of personal data.

    3. If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data.

    4. 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.

16. Changes to the Agreement

    1. Modulr may amend or modify this Agreement by giving no less than two 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.

    2. The Introduced Client has no obligation to accept such amendments proposed by Modulr.

    3. The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect. In such circumstances, 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 circumstances, the Introduced Client will not be charged a fee for the Account closure and return of any balance.

17. General

    1. In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.

    2. Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time.

    3. In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.

    4. The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.

    5. This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.

    6. This Agreement is governed by the laws of Ireland and the Introduced Client agrees that any disputes hereunder (including non-contractual disputes) shall be under the exclusive jurisdiction of the Irish courts.

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

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

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

By 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 Central Bank of Ireland or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.

Account Limits – any limit that applies in relation to your Account, 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 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 GBP 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 Republic of Ireland.

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

Confidential Information - any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.

Customer Services - The contact centre for dealing with queries about your Account. Contact details for Customer Services can be obtained from the Partner Platform.

Data Protection Laws – means all laws relating to the processing of Personal Data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC, the Data Protection Acts, 1988 to 2018 (as may be amended from time to time), the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No 336 of 2011) and the General Data Protection Regulations (EU) 2016/679 ("GDPR") together with equivalent legislation of any other applicable jurisdiction, delegated legislation of other national data protection legislation, and all other applicable law, regulations and approved codes of conduct, certifications, seals or marks in any relevant jurisdiction relating to the processing of personal data including the opinions, guidance, advice, directions, orders and codes of practice issued or approved by a supervisory authority or the European Data Protection Board;

Due Diligence Procedure - Modulr’s procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations.

Faster Payment - A service allowing you to make and receive electronic GBP payments in the which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.

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.

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

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

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

Modulr Account Terms and Conditions - This agreement, between Modulr and the Introduced Client which governs the terms on which the Introduced Client may use its Account.

Modulr Products – those products, including but not limited to the Account 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 and can be used for the management of accounts.

Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with by the Central Bank of Ireland 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 to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.

Partner Platform Agreement - an agreement between the Introduced Client and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement.

Regulator – the Central Bank of Ireland, located at New Wapping Street, North Wall Quay, Dublin 1, D01 F7X3 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 Republic of Ireland.

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

SEPA Instant Payments - electronic retail payment solutions available 24/7/365 and resulting in the immediate or close-to-immediate interbank clearing of the transaction and crediting of the payee's account with confirmation to the payer (within seconds of payment initiation).

SEPA Credit Transfer (SEPA SCT) - a non-urgent euro payment debiting a euro account and crediting another euro account in the SEPA zone.

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

TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider.

we, us, our or Modulr - Modulr FS Europe Ltd, a company registered in Ireland with number 638002and whose registered office is at 6th Floor, 2 Grand Canal Square, Dublin 2 and who is regulated by the Central Bank of Ireland for issuance of electronic money.

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 LIMITS

2.1 Limits may apply to the balance on your Account at any time, the maximum value of an individual payment Transaction, the maximum aggregate value of all payment Transactions made from your Account 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. ‎

2.2 The limits and restrictions that apply to your Account will be communicated to you during the Account set-up process. These limits may also change over time based on your Account 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 limits.

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

3. SCOPE OF THESE TERMS AND CONDITIONS

3.1 Your Account is an electronic money account (and therefore is not a traditional bank account) and the electronic money associated with it is issued to you by us. As of the Effective Date (set out in the Introduced Client Terms of Business), we will be regulated by the Central Bank of Ireland for the issuance of electronic money. Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.

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

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

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

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

3.6. By accepting these Terms and Conditions, you acknowledge that the Irish Deposit Guarantee Scheme or other government sponsored insurance does not apply to funds held in the Account.

4. OPENING YOUR ACCOUNT

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

5. USING THE ACCOUNT

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

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

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

5.3.1 the Account has reached the Account Maximum Balance or Account Limits; or

5.3.2 the Account is 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 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.

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

5.7 A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform:

5.7.1 enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials;

‎5.7.3‎ when you give instructions through a third party (such as the recipient of a ‎Payment Initiation ‎Service Provider)‎.‎

Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.8 below.

5.8 The following Transactions may be withdrawn:

5.8.1 any Transaction which is agreed to take place on a date later than the date you authorised it, provided that notice is given no later than close of business on the Business Day before the Transaction was due to take place; and/or

5.8.2 Transactions due to take place on a future date.

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5.9 If we 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. If possible, we will provide the reasons for the refusal and where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.

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

5.11 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.

5.12 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 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via SEPA based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours and you may at any time request a refund by contacting Customer Services. You will not have any access to your Account from the date of Account closure and this Agreement will terminate.

8. YOUR LIABILITY AND AUTHORISATIONS

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

8.2 We may restrict or refuse to authorise any use of your Account if using your Account is causing or could cause a breach of these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with your Account.

8.3 You or the Account Manager must not:

8.3.1 allow another person to use security information related to the Account,

8.3.2 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

8.3.3 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 In the event that a Transaction was not authorised by you, your Account Manager or by a TPP on your behalf, we will refund the amount of the Transaction to the you immediately and in any event not later than the end of the Business Day immediately following notification of the unauthorised Transaction and your maximum liability in respect of the Transaction will be €50,

8.5.1 8.4 will not apply and you will bear all losses and liability for:

8.5.2 all Transactions that take place as a result of you or the Account Manager 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.

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

8.5.4 all unauthorised Transactions that arise from the use of lost or stolen Account security information such as but not limited to the Online Portal log in details and API security details, if you or the Account Manager fail to keep the security features of the Account safe.

8.6 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.

8.7 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.

8.8 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 have a reason to believe that a Transaction on your Account was unauthorised or was made incorrectly, you must inform us immediately by contacting Customer Services within 13 months of the date of the relevant Transaction‎.

9.2 If you dispute a Transaction:

9.2.1 subject to 9.2.2 and 9.2.3 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;

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

9.2.3 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.

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9.3. 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.

9.4 You will be liable for all Transactions made from your Account if you have acted fraudulently.

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

9.5.1 the authorisation did not specify the exact amount;

9.5.2 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

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

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

10. VARIATION

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

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

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

11. TERMINATION OR SUSPENSION

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

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

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

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

11.2.3 if you have reached your Account Limit; or

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

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

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

12. OUR LIABILITY

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

12.1.1 We shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;

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

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

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

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

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

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

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

13. YOUR INFORMATION

13.1 Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Services for details of where to access this) for full details on the personal data that we hold, how we will use it and how we will keep it safe. Modulr will at all times comply with Data Protection Laws.

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

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

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

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

14. COMPLAINTS PROCEDURE

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

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

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

14.4 If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Services and Pensions Ombudsman, Lincoln House, Lincoln Place, Dublin 2, D02 VH29 (phone (01) 567 7000). Details of the service offered by the Financial Services and Pensions Ombudsman are available at www.fspo.ie.

15. GENERAL

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

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

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

15.4 No third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions.

15.5 These Terms and Conditions contain the information set out in Part 3 of the European Union (Payment Services) Regulations 2018 (the PSRs) 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 Irish law and you agree to the exclusive jurisdiction of the courts of Ireland.

15.7 This Account is not covered by a compensation scheme. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from your Account and will be safeguarded in accordance with our obligations under the European Communities (Electronic Money) Regulations 2011. In the event that we become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.

16. CONTACTING CUSTOMER SERVICES

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