We are Bottlepay Ltd, referred to in this document as “we”, “our”, “us”. Our product trades under the name of Bottlepay. Bottlepay are based in, and provide services from, the UK. Our registered business address is MX307, Hoults Yard, Walker Road, Newcastle upon Tyne, NE6 2HL. Our registered number is 11266919.
Bottlepay Ltd is a Registered Cryptoasset firm and is registered with the UK Financial Conduct Authority, pursuant to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended.
These legal terms form a contract between you “user”, “customer” and Bottlepay Ltd when signing up for a Bottlepay wallet and they apply at all times when using our Website, App or any other associated services collectively referred to as “Services”. English Law applies and any matters arising from these terms will only be settled by English Courts.
These terms are for our individual (personal) customers only, if you are applying for or on behalf of a business, please see our B2B Customer Agreement.
Bottlepay provides a Custodian Wallet for cryptocurrency enabling you to store, track, transfer, and manage your balances of supported digital currencies (these may change from time to time).
Through our partnership with Modulr FS Europe Ltd (“Modulr”) we collectively provide an electronic money account for fiat currency related payment services which enable funds to be sent to the Account and paid out from the Account. These payment services include receipts and outgoing payments via SEPA Credit Transfers and inter- Account transfers, and other payment services in and out of the Account which may be enabled from time to time. The Account allows operation including the making of Transactions in accordance with the Modulr Account Terms and Conditions as listed in Schedule 1 of this agreement.
We know you will want to onboard with us but we have a few criteria in place to protect our customers and our services. So before applying please check you can meet the current criteria to avoid any disappointment.
To be eligible for a Bottlepay wallet you must be at least 18 years old and reside in a country for which our services are currently provided.
In order to use our services you will need to apply for a Bottlepay wallet by downloading the Bottlepay App providing us with your personal information in order for us to complete identity and address verification checks (referred to as Know Your Customer or ‘KYC’ checks) allowing us to comply with our Anti Money Laundering obligations and assisting us with the prevention and detection of financial crime. In order to do this we will ask for information such as, but not limited to: First Name, Surname, Date of Birth, Residential Address, email address and we will ask you to provide us with a photo of an identity document and a selfie in order for us to confirm and protect your identity.
You acknowledge that we may undertake a search 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. A record of the search will be retained. You further acknowledge that KYC checks will leave a soft ‘footprint’ on the personal credit files of any individual that has been searched. These searches will not be seen by other organisations if that individual applies for credit in the future.
By providing us with this information and clicking ‘agree’ you accept the terms of this agreement and confirm all information to be complete, accurate and up to date.
By applying for a Bottlepay wallet, you are agreeing to only use the wallet on behalf of yourself and no activity will be undertaken on behalf of a third party. By accepting these terms you are fully responsible for all activity undertaken.
We reserve the right to reject your application for any reason at any time.
We have an obligation to pay due regard to the interests of our customers and must treat them fairly.
We do this by helping you to fully understand the features, benefits, risks and costs of our products and we have actively sought to make this agreement understandable to assist in us achieving this objective.
We aim to achieve the following six outcomes in line with those set by the FCA in regards to treating our customers fairly:
that you can be confident that Bottlepay has the fair treatment of customers at its core
that our products and services marketed and sold in the retail market are designed to meet the needs of identified consumer groups and are targeted accordingly
that you are provided with clear information and kept appropriately informed before, during and after the point of sale
at this point we don’t offer advice, so where you receive external advice, you should ensure advice is suitable and takes account of your circumstances
that you are provided with products that perform as we have led you to expect, and the associated service is of an acceptable standard and as you have been led to expect
that you do not face unreasonable post-sale barriers
You can contact us through the Bottlepay App or you can email us at [email protected]
We will always make contact in English but having our HQ in Newcastle, UK, sometimes we might use Geordie 😜 and you might have realised we internally promote the use of a good Emoji. We will always contact you through the app or by email.
We’ll always make sure we have the safest access possible to our services so please download the Bottlepay app updates as soon as they become available to your device.
Before making any instructions to us to process a cryptocurrency transaction, you should verify all transaction information. Bottlepay accepts no responsibility or liability for any incorrect or incomplete instructions received.
You can instruct us in the Bottlepay App to purchase a supported cryptocurrency using your fiat balance. This should be done following the process in the App whereby you will be asked to enter the amount of cryptocurrency to be purchased and we will show you what will be deducted from your fiat balance. We aim to load your cryptocurrency to your wallet within one business day following receipt of your instructions.
You can instruct us in the Bottlepay App to sell cryptocurrency and exchange it for a fiat balance. This should be done following the process in the App whereby you will be asked to enter the amount of cryptocurrency to sell and we will credit your wallet fiat balance with the relevant amount of fiat currency.
You can instruct us in the Bottlepay App to transfer cryptocurrency to another Bottlepay customer. This should be done by adding the payee in the Bottlepay App. When we receive your instruction to transfer your cryptocurrency to another Bottlepay customer the beneficial ownership of the cryptocurrency will be transferred to the other Bottlepay customer. We make no guarantees to the identity of the Customer and you should verify this is the correct wallet to send to prior to completing the instruction.
Any instructions received outside of the business day working hours will be processed as if we had received the instruction from you on the next business day.
If you instruct us to send a transaction to a social media user who does not have a Bottlepay wallet, the funds will be held for 7 calendar days and instructions will be issued to the recipient to complete KYC. If this has not been completed within 7 days the funds will be returned to your Bottlepay wallet.
Where your transfer incurs additional fees that are outside of Bottlepay’s control (such as bank charges or on-chain transaction fees), we will pass those charges on to you.
You may instruct us to complete a recurring trade from fiat to BTC, 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.
Cryptocurrency values can rapidly increase or decrease at any time. You will be presented with a transaction price at the time of your transaction shown in fiat and BTC, you may choose to accept or decline the transaction prior to sending us your instruction to execute the transaction.
We calculate our rates based on the rate that Bottlepay is able to transact in the market (which may be inclusive of transaction costs associated with sourcing that liquidity as well as other charges specified in this document), which may be subject to change before the cryptocurrency is credited to your wallet. We can accept no responsibility for any losses incurred as a result of cryptocurrency fluctuations unless you have opted for protection against volatility by using your fiat balance for the transaction.
Cryptocurrencies come with some risks and we want you to be aware of them:
No funds (fiat or cryptocurrency) in your Bottlepay wallet are protected by the Financial Services Compensation Scheme (FSCS) as they are not considered a deposit or investment
Bottlepay’s services are not within the scope of the jurisdiction of the Financial Ombudsman Service (FOS)
Cryptocurrencies can be hacked and can therefore be subject to loss or delay in crediting them to your wallet
Values of cryptocurrencies are not stable and can rapidly decrease (or lets be glass half full it can rapidly increase!)
You can fund your Bottlepay wallet using the process in the App. Your wallet can only be funded with fiat currency from one nominated bank account, in your name, situated in the EU ‘your nominated bank account’. SEPA Credit Transfers can be same-day if submitted before 11am, but may arrive the next day (working days only). You will need to check with your bank for exact processing timescales.
Your nominated bank account will also be the same bank account you are able to use to make any withdrawals of your fiat balance. We will make payments in fiat currency using SEPA Credit Transfers, this should be received into your nominated bank account within 1 working day.
Any instructions received outside of the business day working hours will be processed as if we had received the instruction from you on the next business day.
We have applied some limits to our transaction amounts, meaning you won’t be able to fund or make payments over these amounts (or equivalent euro amount) these may be subject to change at any time:
€1,000 per transaction
€10,000 per day
We also apply limits to our lightning network transactions, you will be informed of these limits within the app when making a transaction using the lightning network, these may be subject to change at any time.
Sometimes we use automated decision based screening of transactions which may result in a delay to your transaction being processed. We do this to meet our legal obligations (as well as our regulatory commitments), and to protect yourself and ourselves from fraud and ensure the responsible use of the platform.
At any time we may require you to submit information about yourself, your business, a transaction, a payee, your source of funds or any other information required in helping us to meet our obligations and commitments.
Bottlepay's provision of crypto-assets is subject to UK and European anti-money laundering regulations. We therefore reserve the right at any time to refuse a transaction or refuse access to an account where we suspect any activity that is illegal or otherwise in breach of these terms.
Where we have requested to return a transaction but details enabling us to do this are being withheld then we reserve the right to ‘freeze’ the funds or access to your account.
You may be asked from time to time to verify transactions initiated via social media, this will be verified from a push notification sent to your connected device, which will request biometric verification in order to authorise the payment.
Like a taxi, we can’t give you a free ride but we do promise to keep our fees transparent.
You are currently entitled to an early adopter’s fee of 1% for conversions between crypto and fiat. We promise to keep your fees at that rate for at least 12 months from the date when we accept you as a customer. After that we may change the fees, but we will always provide you at least two months’ prior notice of the change.
Minimum Deposit €10. Minimum conversion €1. 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 crypto or a banking charge for a fiat transaction, we will pass such charges on to you.
We know, we don’t want to see you go either, but we do need to let you know how:
You can close your wallet at any time by getting in touch with us at [email protected]. Any fees owed will need to be paid and any balance remaining in your wallet will be refunded to your nominated bank account.
We can close your wallet at any time by giving you two months' notice.
We can close or suspend access to your wallet immediately at any time if you have breached these terms and conditions, if we believe you have broken the law or put us in a position where we could break the law by continuing our relationship with you, or if we discover you have supplied us with false information.
We won’t always get it right, so if you have a complaint we will do our best to try and put it right. Just drop us an email [email protected] and we will look into it for you.
Bottlepay’s services are not within the scope of the jurisdiction of the Financial Ombudsman Service (FOS).
If you are an individual this relates to you as an individual, if you are a business this relates to any information you supply in relation to your employees, directors, beneficial owners or other individuals connected to your business.
your disclosure of any personal data to us relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;
Access to our services may be unavailable due to internet connectivity, during times of significant volatility or volume, and our services may have technical issues whereby access to features such as (but not limited to) recurring trades are not available. This can result in delays or inability to access features for periods of time. Bottlepay does not guarantee service availability and shall not be liable for any losses resulting from or arising out of transaction delays or transactions not executed.
Our maximum total liability to you for an individual claim or series of claims resulting from a breach of these terms will be limited to the amount of cryptocurrency and fiat currency held in your Bottlepay wallet at the time of the relevant claim.
In addition to the above limit of liability, we (including our officers, directors, employees and affiliates) will not be liable to you for any loss or damage incurred in connection with this agreement unless we could or should have reasonably foreseen such loss or damage.
We will not be liable for any delays to, or interruption of, our service.
The limitations of liability do not affect any of your rights as a consumer under applicable law.
We may make changes to any part of this agreement, including the fees. We may provide notice of any significant changes via the services, email or SMS. We will usually provide notice of 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. If you keep using the Services after the date the changes come into force, you will be deemed to have accepted the changes.
PART A: - MODULR INTRODUCED CLIENT TERMS OF BUSINESS
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.
THE PARTIES AGREE AS FOLLOWS:
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.
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.
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).
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 6.4.
The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.
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:
4.3.1.it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
4.3.2.the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
4.3.3.it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
4.3.4.the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
4.3.5.the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and
4.3.6.it will only use the Account for the purpose set out in the Partner Platform Agreement.
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.
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.
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.
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).
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.
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.
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, 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.
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.
Modulr 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 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.
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.
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.
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.
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.
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.
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.
Changes to the Agreement
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.
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 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.
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 Ireland and the Introduced Client agrees that any disputes hereunder (including non-contractual disputes) shall be under the exclusive jurisdiction of the Irish courts.
Please read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us.
These Terms and Conditions, together with the Introduced Client Terms of Business constitute the entire agreement between Modulr and you.
By signing the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details provided to you by Partner Platform.
Account - The electronic money account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.
Account Information Service Provider – means a third party payment service provider who is authorised by or registered with the 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.
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.
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.
10.1 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
13.2 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.
15.1 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.
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