Account Terms and Conditions

1. About these Terms

1.1. These Account Terms and Conditions (the Account Terms) govern only:
• the opening, holding and use of your electronic money account (the Account); and
• the regulated payment services we provide to you in connection with the Account, including execution of payment transactions, authentication/authorisation requirements, refunds for unauthorised or incorrectly executed transactions, and regulatory disclosures.

1.2. Your access to and use of our online platform, portal, dashboards, alerts, authentication journeys, device requirements and other digital interface features are governed separately by the Platform Terms of Use (the Platform Terms). Where these Account Terms refer to actions “via the Platform”, the Platform Terms govern how that access works.

1.3. These Account Terms form part of the agreement between:
• you (the Account Owner, also referred to as the Client); and
• EQWIRE UK Ltd (we, us, our, EQWIRE UK), company number 12533411, registered office 51 Eastcheap, London, EC3M 1DT, authorised and regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 901100).

1.4. Regulatory framework. We provide the Account and related services under the Electronic Money Regulations 2011 and applicable payment services law (including the Payment Services Regulations 2017 and the UK SCA-RTS) (together, Applicable Payment Law). If mandatory requirements under Applicable Payment Law conflict with these Account Terms, those mandatory requirements apply.

1.5. Language. These Account Terms are written in English and we will communicate with you in English.

2. Order of precedence and scope split (regulated services vs platform access)

2.1. The documents below form the agreement between you and us relating to your Account and use of the Platform (the Agreement), in the following order of precedence (highest first), unless mandatory law requires otherwise:

1. these Account Terms (for the Account and regulated payment services);

2. the Fees List (for charges and pricing);

3. the Platform Terms (for Platform access, use, availability and digital interface features);

4. your application and onboarding information (the Application);

5. our Privacy Policy (for data protection information).
   2.2. If there is any inconsistency:
   • regarding regulated services (Account operation, transactions, authorisation, refusals, refunds, safeguarding, complaints): these Account Terms prevail; and
   • regarding Platform access/use (licence, acceptable use, technical security journeys, authentication steps, alerts, availability/maintenance): the Platform Terms prevail.

3. Definitions and interpretation

3.1. In these Account Terms:
• Account means the electronic money account we provide to you under these Account Terms.
• Account Details means the details used to identify an account for processing transactions, including the Unique Identifier and any other details we reasonably require.
• Account Information Service or AIS means a service that provides consolidated information on one or more payment accounts held by you, as defined in the Payment Services Regulations 2017.
• Account Information Service Provider or AISP means a firm that is authorised or registered under the Payment Services Regulations 2017 to provide Account information services.
• Account Limit means any limits that apply to your Account, including maximum balance, transaction value limits, velocity limits and other restrictions we communicate to you.
• Account Manager means any individual you appoint and authorise to manage and operate your Account.
• Account Servicing Payment Service Provider or ASPSP means a payment service provider that provides and maintains a payment account for a payment service user, including Eqwire UK in respect of the Account.
• Available Balance means the funds available to use in your Account at a particular time, after taking account of pending transactions, reversals, holds, fees and any amounts you owe us.
• Business Day means Monday to Friday between 9:00am and 5:00pm UK time, excluding UK public and bank holidays.
• Confidential Information means information about our (or our group’s) business, products, services, technology, security, pricing, customers or operations, and any information we identify as confidential or which is clearly confidential by nature.
• Cryptoassets means any cryptographically secured digital representation of value or contractual rights using distributed ledger technology which is fungible and transferable and is not (a) electronic money, (b) currency issued by a central bank or public authority, or (c) a specified investment under Part III of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.
• Dedicated Interface means the application programming interface (API) we make available to enable authorised TPPs to access your Account data and/or initiate Transactions on your behalf, in accordance with Applicable Payment Law and the UK SCA-RTS
• Direct Debit means a payment collected via the UK Direct Debit scheme operated by Bacs.
• Direct Debit Guarantee means the refund protections applicable to Direct Debits under the scheme rules.
• Direct Debit Mandate means the instruction authorising a payee to collect payments from your Account by Direct Debit.
• Fees means fees and charges payable by you as set out in the Fees List (plus any applicable taxes).
• Foreign Currency Transaction means a transaction in a currency different from the currency of your Account.
• Instruction means a payment order or other instruction given by you (or an Account Manager or authorised third party as permitted) to execute a transaction or operate the Account.
• Payment Initiation Service Provider or PISP means a firm that is authorised or registered under the Payment Services Regulations 2017 to provide Payment Initiation Service.
• Platform means digital interface that enables you to open, manage and interact with your Account
• Regulator means the Financial Conduct Authority and any other authority having relevant supervisory or regulatory responsibility.
• Security Credentials means the personalised SCA security features used to access and/or authorise use of the Account (including those implemented via the Platform).
• Strong Customer Authentication or SCA means authentication based on the use of two or more elements categorised as knowledge (something only you know), possession (something only you have), and inherence (something you are), as required under the UK SCA-RTS.
• Third Party Provider or TPP means an Account Information Service Provider and/or Payment Initiation Service Provider authorised or registered under Applicable Payment Law, which has identified itself to us via the Dedicated Interface in accordance with the UK SCA-RTS and which appears on the Financial Services Register or equivalent register maintained by a competent authority.
• Transaction means any debit, credit or other adjustment that affects the balance of the Account.
• UK SCA-RTS means the UK’s regulatory technical standards on strong customer authentication and common and secure open standards of communication, as amended from time to time.
• Unique Identifier means the identifier we use to process a payment (e.g., sort code and account number for UK payments or IBAN for international payments).
3.2. References to “including” mean “including without limitation”.

4. Opening and maintaining your Account

4.1. Application and eligibility. You may apply for an Account via the Platform. Opening and continuing to hold an Account is subject to our onboarding, due diligence, sanctions screening and customer acceptance requirements, as amended from time to time.

4.2. Single currency account. Unless we agree otherwise, you may hold an Account in one specific currency.

4.3. Information accuracy. You must ensure all information you provide to us is accurate, complete and kept up to date. If we discover information is false, misleading or materially incorrect, we may restrict or suspend the Account in accordance with clause 15.

4.4. No interest. Funds in the Account do not earn interest.

5. Account limits

5.1. We may apply Account Limits, including limits on:
• maximum Account balance;
• maximum value per transaction;
• maximum total value of transactions in a time period (e.g., per Business Day); and
• maximum number of transactions in a time period.
5.2. We will communicate applicable Account Limits during setup and/or via the Platform and may change them over time (including for risk, financial crime, fraud, security, operational or regulatory reasons). Where required by law, we will notify you in advance; otherwise we will notify you as soon as reasonably practicable.

5.3. We also apply internal controls and limits for security and financial crime prevention. For security reasons we may not disclose those internal controls.

6. Adding money to your Account and receiving payments

6.1. Incoming payments. Your Account may receive bank transfers and other payment types we make available. Subject to clause 6.2, we will credit your Account when we receive cleared funds (which may be up to three Business Days after the sender instructs payment, depending on scheme processing times).

6.2. When we may not credit. We may refuse to credit an incoming payment if:
• the Account has reached an Account Limit;
• the Account is blocked, suspended, inactive or closed;
• the sender provided incorrect/invalid Account Details; or
• we reasonably suspect the payment is unlawful, fraudulent, or connected to prohibited activity.
6.3. Returned payments. If we cannot credit an incoming payment, we may return it to the sender without prior notice where permitted by law and scheme rules.

7. Making payments and other outgoing transactions

7.1. Payment types. Your Account may be able to make payments using Faster Payments, SEPA and other methods we enable from time to time.

7.2. Payee details and Unique Identifier. You must provide correct Account Details for the payee, including the Unique Identifier. We will execute payments based on the Unique Identifier you provide.

7.3. Your responsibility for incorrect details. If you provide an incorrect Unique Identifier, we are not responsible for a payment being sent to the wrong account or not sent, provided we processed it in accordance with the Unique Identifier. If you ask us to, we will make reasonable efforts to help recover funds (we may charge a fee as set out in the Fees List, which will reflect reasonable costs), but recovery is not guaranteed.

7.4. Sufficient funds. You must ensure you have sufficient Available Balance to cover a payment (including Fees). If you do not, we may refuse the payment.

7.5. Rejected/returned payments. If a payment is rejected or returned by the receiving bank or scheme, we will credit the returned amount to your Account after we receive it, subject to any deductions applied by intermediary banks or scheme rules.

7.6. Cancellation. If a transaction is scheduled for a future date, you may cancel it by giving us notice no later than close of business on the Business Day before the scheduled execution date, unless scheme rules or the nature of the payment prevent cancellation.

7.7. Direct Debits.
• Cancelling a Direct Debit Mandate with us does not cancel any agreement between you and the payee. You remain responsible for dealing with the payee.
• Refund rights for Direct Debits are governed by the Direct Debit Guarantee (where applicable) and Applicable Payment Law.
7.8. Receipt of Instructions. Subject to Applicable Payment Law, an Instruction is treated as received when we receive it via the Platform (or via a TPP) in a form we can process and it is authenticated in accordance with clause 12 (including any required strong customer authentication).

7.9. Business Days and Instructions received outside business hours. If we receive an Instruction on a day that is not a Business Day, or after our cut-off time for the relevant payment type, it will be treated as received on the next Business Day.

7.10. Cut-off times. Our cut-off times may vary by payment type and may change. We will make the applicable cut-off times available via the Platform and/or on request.

7.11. Execution timeframes. Execution timeframes depend on the payment type, currency, destination, intermediary banks and scheme processing times. We will execute Transactions in accordance with Applicable Payment Law and applicable scheme rules. Where we are required by Applicable Payment Law to provide you with information about the maximum execution time for a particular payment type, we will make that information available via the Platform and/or on request.

7.12. Value dating. We will apply value dates and account entries in accordance with Applicable Payment Law and applicable scheme rules. In summary:

• for incoming payments, we will make funds available and credit your Account no later than required by Applicable Payment Law after we receive the funds (and, where relevant, after any required checks); and
• for outgoing payments, we will debit your Account on the date we treat the Instruction as received (or the agreed execution date for scheduled payments), unless Applicable Payment Law requires otherwise.

8. Foreign currency transactions and exchange rates

8.1. Foreign currency payments. We may allow you to send and receive payments in currencies different from your Account currency.
8.2. Exchange rate. Unless we agree otherwise, we determine exchange rates by reference to prevailing market rates available to us at the time we process the Foreign Currency Transaction and may include a markup in line with the price list available at our website.

8.3. Timing and rate changes. Exchange rates can change between authorisation and execution. The rate applied will be shown in your transaction history via the Platform.

8.4. Fees. We may charge foreign exchange fees as set out in the Fees List.

9. Fees, deductions and set-off

9.1. Fees and deductions. We may deduct from the Available Balance:
• Fees (including transaction fees, FX fees, account fees);
• recall/trace/handling fees;
• any reasonable costs and fees relating to payment reversals, recalls, traces or scheme corrections (where applicable); and
• any amounts you owe us under the Agreement,
including by deducting from incoming funds where permitted.
9.2. Taxes. Fees are exclusive of VAT unless stated otherwise. You must pay any applicable taxes.

9.3. Set-off. If you owe us any amount (including Fees, negative balances, indemnity amounts, or recall/trace costs), we may set off what you owe against any Available Balance or other sums payable by us to you (including across accounts you hold with us), to the extent permitted by law. The set-off will not be used in any way that breaches the Applicable Payment Law.

10. Negative balance and recovery

10.1. No overdraft. Your Account is not intended to have a negative balance. If a negative balance arises for any reason (including reversals, chargebacks, returns, scheme corrections, fees or errors), you must repay the negative balance immediately on demand.

10.2. Our recovery rights. We may:
• deduct the amount of the negative balance from any funds in the Account, including subsequently received funds;
• suspend or restrict the Account until repaid; and
• take reasonable steps to recover the debt (including collection activity), subject to Applicable Payment Law.
10.3. Error recovery. Where a negative balance arises due to an error by us or a payment recipient, we will seek to recover the amount from the person responsible, but you remain responsible for repaying any negative balance to us unless Applicable Payment Law requires otherwise.

11. Prohibited use (financial crime, sanctions and crypto restrictions).

11.1. You must not use (and must ensure Account Managers do not use) the Account or services in connection with:
• unlawful activity;
• fraud or other financial crime;
• money laundering, terrorist financing;
• sanctions breaches; or
• any activity prohibited by our customer acceptance, AML or sanctions policies as notified to you from time to time.
11.2. Crypto restriction. As a condition of our authorisation by the Financial Conduct Authority, the electronic money we issue must not be used to purchase Cryptoassets or any part or unit thereof. Accordingly, you must not use (and must ensure that Account Managers do not use) the Account, any electronic money held in it, or any services we provide, directly or indirectly, in connection with any Restricted Cryptoasset Activity.

11.3. Restricted Cryptoasset Activity. For the purposes of this Section 11.2, a Restricted Cryptoasset Activity means any of the following:
• purchasing, acquiring, subscribing for, or otherwise obtaining Cryptoassets (whether in whole or in fractional units);
• selling, disposing of, exchanging, converting, or redeeming Cryptoassets;
• transferring funds to or from any cryptoasset exchange, trading platform, decentralised finance protocol, token launchpad, initial coin offering, or any other platform, venue or person whose primary or material business activity involves dealing in, arranging deals in, custody of, or staking of Cryptoassets (each, a Cryptoasset Service Provider);
• receiving payments, proceeds, or distributions derived from the sale, exchange, staking, lending, mining, or any other exploitation of Cryptoassets, where the Account is used as the settlement or receipt account for such proceeds;
• funding, collateralising, or margining any position, contract or derivative referencing or linked to the price, value, or performance of any Cryptoasset;
• facilitating, intermediating, or otherwise enabling any of the above activities on behalf of a third party; or
• any other activity which, in our reasonable opinion, has the purpose or effect of circumventing the restriction in clause 11.2 or which would cause us to be in breach of the conditions of our FCA authorisation.

11.4. Indirect transactions. The restriction in Section 11.2 applies regardless of whether the Cryptoasset Activity is carried out directly by you or through an intermediary, agent, nominee, or any other arrangement designed to distance the transaction from the Account. A payment to a third party is not outside the scope of this clause merely because the third party (rather than you) subsequently uses the funds for a Restricted Cryptoasset Activity, where we reasonably determine that the purpose of the payment was to facilitate such activity.

11.5. Monitoring. We monitor transactions processed through the Account for the purpose of identifying potential Restricted Cryptoasset Activity. This may include (without limitation) screening payee names, payment references, counterparty identifiers, and merchant category codes. If we identify a transaction that we reasonably suspect is connected with a Restricted Cryptoasset Activity, we may exercise our rights under clause 11.10 (Our rights) or require you to provide further information before the transaction is processed or released.

11.6. Consequences of breach. If we reasonably determine that the Account has been used in connection with a Restricted Cryptoasset Activity:
• we may block, refuse, reverse, freeze, or delay the relevant transaction;
• we may suspend or restrict the Account in whole or in part;
• we may close the Account immediately, in accordance with clause 21.3;
• you will be responsible for any losses, costs, fees, or charges we incur as a result of the breach (including any regulatory penalties, third-party claims, or operational costs), and the indemnity in clause 22.5 applies; and
• we may report the activity to the Financial Conduct Authority or other relevant authorities where we are required or consider it appropriate to do so.
11.7. Information requests. We may at any time request information or documentation from you to verify that the Account is not being used in connection with a Restricted Cryptoasset Activity. You must respond to such requests promptly and in full. Failure to provide a satisfactory response within a reasonable timeframe may result in the suspension or closure of the Account.

11.8. No waiver by non-detection. Our failure to detect or prevent a particular transaction that constitutes or is connected with a Restricted Cryptoasset Activity does not constitute approval or waiver of the restriction in this clause 11, and does not prevent us from taking any of the actions set out in clause 11.6 in respect of that or any subsequent transaction.

11.9. Sanctions representation. You represent and warrant that neither you nor any person acting on your behalf, nor (if applicable) your directors or ultimate beneficial owners, is a Sanctioned Person, and you will promptly notify us if that changes. Sanctioned Person means any person targeted by sanctions administered or enforced by the UK, UN, EU or US (including OFAC).

11.10. Our rights. We may block, refuse, freeze, return or delay any transaction and/or suspend or close the Account where required by law or where we reasonably suspect a breach of this clause or other prohibited activity.

12. Authorisation and responsibility for instructions

12.1. Who can instruct. We may act on Instructions submitted by:
• you; and/or
• any Account Manager you have appointed; and/or
• a TPP where you have granted consent under clause 13.
12.2. When a transaction is authorised. A Transaction is treated as authorised if it is authenticated using Security Credentials and/or other authentication steps required under Applicable Payment Law (including strong customer authentication) via the Platform, via the Dedicated Interface or through a TPP.

12.3. Account Manager actions. You are responsible for all actions and omissions of Account Managers and for Instructions they authorise, as if they were your own Instructions.

12.4. Keeping Security Credentials safe. Requirements on how Security Credentials are issued, used and protected are described in the Platform Terms. You must comply with those requirements. In summary, you must keep Security Credentials confidential and prevent unauthorised use.

12.5. Loss and notification. You must notify us without undue delay after becoming aware of loss, theft, misappropriation or unauthorised use of Security Credentials or the Account, or of an unauthorised or incorrectly executed Transaction (see clause 14).

13. Third party providers (TPPs) and PSD2/Open Banking access

13.1. Your right to use TPPs. You may instruct a TPP that is authorised or registered under Applicable Payment Law to:

• Provide you with Account Information Service, under which you can access to your Account’s information; and/or
• Provide you with a Payment Initiation Service to initiate Transactions from your Account on your behalf,

provided the TPP identifies itself to us via the Dedicated Interface and presents valid regulatory credentials in accordance with Applicable Payment Law and the UK SCA-RTS.

13.2. How TPP access works. When you use a TPP to access your Account:

• you will authenticate directly with us (not with the TPP) using your own Security Credential. We will never share your Security Credentials with the TPP, and a TPP should never ask you for them;
• Once you have properly authenticated and signed in on your Account, the TPP will connect to your Account through our Dedicated Interface;
• we will verify that the TPP is authorised or registered and holds valid identification credentials before granting access; and
• we will share the Account information or execute the Transaction only after you complete your authentication on your Account.

13.3. Scope of data shared with AISPs. Where you authorise an AISP to access your Account, we will make available to the AISP the same Account information that would be available to you if you accessed your Account directly via the Platform, including your balance, transaction history, and account holder details. We will not withhold or restrict information that we would otherwise provide to you, unless we have objectively justified reasons for doing so (for example, a genuine financial crime concern).

13.4. Re-authentication for ongoing AIS access. If you grant ongoing access to an AISP, you will be required to re-authenticate with us using your Security Credentials at least once every 90 days, or more frequently if required by Applicable Payment Law. This means the AISP’s access to your Account data will be interrupted periodically until you complete re-authentication. We will notify you when re-authentication is due, where practicable.

13.5. IS-initiated Transactions. Where you instruct a PISP to initiate a Transaction from your Account:

• we will treat the payment order received from the PISP in the same way as a payment order received directly from you, without discrimination in terms of timing, priority, or charges (other than for objectively justified reasons);
• we will process the Transaction subject to the same conditions as apply to any other Transaction under these Account Terms (including that you must have sufficient Available Balance and the Transaction must not breach any Account Limit or applicable restriction); and
• immediately after receiving the payment order from the PISP, we will provide or make available to the PISP a reference enabling identification of the Transaction and all information we are required to share under Applicable Payment Law.

13.6. Consent and withdrawal of consent. Your consent to TPP access is given once you are appropriately authenticated in your Account by using your Security Credentials each time you authorise a TPP to access your Account or initiate a Transaction. You may withdraw your consent to TPP access at any time by:

• revoking the TPP’s access via the Platform (where this functionality is available);
• contacting us at [[email protected]] to request that we cease providing access to a specific TPP; or
• notifying the TPP directly that you withdraw consent (we recommend you also inform us).

Where you withdraw consent, we will stop providing the TPP access to your Account as soon as reasonably practicable after we receive your instruction, and in any event within the timeframe required by Applicable Payment Law. Withdrawal of consent does not affect Transactions already initiated or data already shared before the withdrawal took effect.

13.7. Denial of TPP access. We may deny a TPP access to your Account where we have objectively justified and duly evidenced reasons relating to unauthorised or fraudulent access to account information or the unauthorised or fraudulent initiation of a Transaction. Where we deny access:

• we will, where permitted by law and where doing so would not compromise our reasonable security measures, inform you that access has been denied and the reasons for the denial. Where we are not permitted to inform you in advance, we will inform you as soon as practicable afterwards;
• we will notify the Financial Conduct Authority in accordance with Applicable Payment Law; and
• we will restore TPP access as soon as the reasons for denial no longer exist.

We will not deny TPP access for commercial reasons or on grounds that are not objectively justified and duly evidenced. If you believe we have denied TPP access without proper justification, you may raise a complaint under clause 18.

13.8. Non-discrimination. We will not treat Transactions initiated through a TPP, or data requests from a TPP, less favourably than equivalent requests made by you directly through the Platform, unless we have objectively justified reasons for doing so (for example, where we reasonably suspect unauthorised or fraudulent activity).

13.9. TPPs are independent. We do not control TPPs and have no responsibility for the services a TPP provides to you. A TPP’s use of your Account data after it has been shared by us is governed by the TPP’s own terms and privacy policy, and you should review those before granting the TPP access. To the maximum extent permitted by law, we are not responsible for loss caused by a TPP’s acts or omissions. This does not limit any liability we have under Applicable Payment Law for unauthorised Transactions or incorrectly executed Transactions, including where a Transaction was initiated through a PISP (see clause 14).

13.10. Security of the Dedicated Interface. We will maintain the Dedicated Interface in accordance with Applicable Payment Law and the UK SCA-RTS. We will use reasonable endeavours to ensure the Dedicated Interface is available and performs reliably, but we do not guarantee uninterrupted availability. If the Dedicated Interface is unavailable for reasons attributable to us, we will take reasonable steps to restore access promptly. Scheduled maintenance windows will be notified in advance where practicable.

13.11. Your responsibilities when using TPPs. When you use a TPP:

• you should satisfy yourself that the TPP is properly authorised or registered (you can check the Financial Services Register at https://register.fca.org.uk/);
• you must not share your Security Credentials with the TPP — you authenticate directly with us, and any TPP asking for your Security Credentials may not be legitimate;
• you should review the TPP’s terms of service and privacy policy before granting access; and
• you should notify us promptly if you suspect that a TPP has accessed your Account without your consent or has misused your Account data (see clause 12.5 and clause 14).

14. Unauthorised or incorrectly executed transactions; disputes and refunds

14.1. Tell us promptly. If you believe:
• a Transaction was unauthorised or incorrectly executed; or
• someone has unauthorised access to your Account or Security Credentials,
you must inform us immediately via [email protected], or any other reporting method we make available via the Platform.
14.2. Time limit to notify. You must notify us without undue delay and in any event within 13 months of the debit date of the relevant Transaction. If you notify us after that period, we will not be liable, unless mandatory law requires otherwise.

14.3. Our investigation and information requests. We will investigate disputed Transactions. You must provide promptly any information and assistance we reasonably request to investigate and comply with regulatory obligations, including confirming Account Manager access and relevant transaction context. If you do not, we may delay the investigation and any refund to the extent permitted by law.

14.4. Unauthorised transactions. Where Applicable Payment Law requires, we will refund an unauthorised Transaction to restore the Account to the position it would have been in had the Transaction not occurred, subject to your obligations and any applicable liability cap under Applicable Payment Law (including the statutory excess where applicable).

14.5. Incorrectly executed transactions. Where Applicable Payment Law requires, and depending on the circumstances, we will either:
• refund and/or correct the Transaction; and/or
• make reasonable efforts to trace and recover the payment.
14.6. Transactions initiated through a PISP. Where a Transaction from your Account was initiated through a Payment Initiation Service Provider:

• if the Transaction was not authorised by you, you should notify us in accordance with clause 14.1. We will investigate and, where required by Applicable Payment Law, refund the unauthorised Transaction and restore the Account to the position it would have been in had the Transaction not occurred, by no later than the end of the Business Day following the day on which we become aware of the unauthorised Transaction (unless we have reasonable grounds to suspect fraud by you and have notified the appropriate authorities). You do not need to resolve the matter with the PISP first — your claim is against us as the provider of the Account;
• if the Transaction was authorised but was incorrectly executed (for example, sent for the wrong amount, to the wrong payee, or not executed at all), we will investigate the cause. Where the PISP can demonstrate to us that the payment order was correctly transmitted to us, we bear responsibility for the correct execution of the Transaction and will refund or correct the Transaction in accordance with Applicable Payment Law. Where the failure was attributable to the PISP, we may direct you to claim from the PISP, but without prejudice to our obligation to refund you first where Applicable Payment Law requires us to do so; and
• where we refund or compensate you under this clause for a Transaction initiated through a PISP, we may exercise our right of recourse against the PISP (or any other party responsible for the failure) under Applicable Payment Law. This right of recourse is between us and the PISP and does not affect your entitlement to a refund or remedy from us.

14.7. Burden of proof for TPP-related disputes. Where you deny having authorised a Transaction (including a Transaction initiated through a TPP), the fact that the Transaction was authenticated using your Security Credentials does not, by itself, mean that you authorised the Transaction or that you acted fraudulently or failed to comply with your obligations under clause 12. We bear the burden of proving that the Transaction was authenticated, accurately recorded, and not affected by a technical breakdown or other deficiency attributable to us.

14.8. Mistaken refunds. If we refund you and later determine you were not entitled to that refund, you agree we may reverse the refund and reapply the Transaction (or recover the amount as a debt).

14.9. Direct Debits. Where the Direct Debit Guarantee applies, refunds and claims will be handled in accordance with that Guarantee and Applicable Payment Law.

14.10. Incorrect payments into your Account. If an incorrect Transaction is paid into your Account, we may return the funds to the sending bank where possible. You agree to return such funds to us and provide reasonable assistance. Where we cannot recover directly, we may be required to provide relevant information about you and the payment to the sending bank to enable recovery, subject to Data Protection Laws.

14.11. Refunds for payee-initiated transactions (where applicable). You may be entitled to a refund for certain payee-initiated Transactions where:
• authorisation did not specify the exact amount;
• the amount exceeded what you could reasonably have expected; and
• you request a refund within 8 weeks of the debit date,
and we will respond within the statutory timeframe required by Applicable Payment Law (or if none, within 10 Business Days), either issuing the refund or explaining why it is refused.

15. Refusing, delaying, suspending or restricting transactions and the Account

15.1. We may refuse to execute, delay, block or reverse a Transaction, or suspend/restrict the Account, where:
• you do not have sufficient Available Balance;
• the Account is suspended or closed;
• an Account Limit would be exceeded;
• we reasonably suspect fraud, unauthorised activity, prohibited activity or financial crime;
• we are required to do so by law, regulation, scheme rules, or direction of a Regulator or law enforcement;
• we need to carry out checks (including due diligence, sanctions screening, fraud prevention);
• the Instruction is incomplete or contains errors and we cannot reasonably execute it;
• you breach a material term of the Agreement (including clause 11); or
• you fail to provide information we reasonably request.
15.2. Notice of refusal/delay. Where required by Applicable Payment Law and where we are legally permitted to do so, we will notify you of a refusal or delay and, if possible, the reasons and any steps to correct factual errors, no later than the end of the next Business Day after receiving the Instruction.

15.3. No liability for permitted refusal/delay. We are not responsible for losses arising from a refusal or delay that is permitted by Applicable Payment Law, scheme rules, or this clause, except to the extent such losses arise from our negligence, fraud or wilful misconduct or cannot be excluded by law.

16. Vulnerable customers

16.1. Disclosure. You must inform us as soon as reasonably practicable if you (or any Account Manager) are, or become, a vulnerable customer, including where personal circumstances, health, capability, financial resilience, or life events may affect the ability to understand, manage, or safely use the Account or our services.

16.2. Assessment. We may request reasonable supporting information to assess how we can appropriately support your needs while meeting legal, regulatory, security and operational obligations.

16.3. Adjustments and limits. Where reasonably practicable, we will take proportionate steps to accommodate disclosed vulnerabilities. However, not all vulnerabilities can be accommodated and our systems and regulatory obligations may limit adjustments.

16.4. Right to decline/restrict/terminate. Acting reasonably, we may decline an application, restrict functionality or close the Account where we cannot adequately accommodate vulnerabilities due to technical, security, legal, regulatory or resource constraints, or where continuing to provide services would expose you, us or others to material risk. Where permitted by law, we will explain the general basis of the decision.

16.5. Closure process. Where we know or reasonably suspect vulnerability, we will take proportionate steps, where lawful and operationally feasible, to minimise foreseeable harm when suspending or closing the Account. This does not limit our right to act immediately where required to comply with law or manage financial crime, sanctions, fraud or security risk.

17. Statements and account information

17.1. You can view your balance and transaction history via the Platform.

17.2. We will provide statements in the manner required by Applicable Payment Law and as made available via the Platform. Unless we agree otherwise, statements will be made available at least monthly, free of charge.

17.3. TPP access to Account information. Where you have authorised a TPP to access your Account information, the TPP may retrieve your balance and transaction history through our Dedicated Interface. The information available to the TPP will be the same as the information available to you via the Platform. We will log all TPP access requests for security and compliance purposes.

18. Complaints

18.1. Complaints are handled under our complaints policy (the Complaints Policy).

18.2. If you are unhappy with our final response, you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR; 0800 023 4567; www.financial-ombudsman.org.uk), if eligible under applicable rules.

18.3. Where we know or reasonably suspect a complainant is vulnerable, we will take reasonable and proportionate steps to make the process accessible and supportive, consistent with regulatory requirements.

19. Safeguarding of funds and FSCS

19.1. Safeguarding. We are an authorised electronic money institution regulated by the Financial Conduct Authority, and we are required to safeguard all funds we receive from you (or on your behalf) in exchange for electronic money we issue (Relevant Funds). This obligation arises at the point of receipt and continues for as long as those funds remain with us.

19.2. Safeguarding means that Relevant Funds are ring-fenced from our own assets and the assets of all other persons. They are held in a way that, in the event of our insolvency, they are available for distribution to you and other clients. Safeguarding protects your funds against our insolvency but is not an absolute guarantee of full recovery.

19.3. We safeguard Relevant Funds using segregation method permited under the EMRs and applicable law. We keep Relevant Funds segregated from our own funds and those of any other person at all times. No later than the end of the business day following the day of receipt, we place Relevant Funds in one or more dedicated bank accounts held with an authorised credit institution or the Bank of England as Safeguarding Accounts and/or invest them in secure, liquid, low-risk assets held with an authorised custodian. Each Safeguarding Account is designated to show that it holds Relevant Funds for the purpose of safeguarding and is used exclusively for that purpose.

19.4. We will allocate Relevant Funds received to your Account as promptly as practicable and in any event no later than the end of the business day following the day of receipt, in accordance with EMRs. Pending allocation, received funds are recorded in our books as unallocated relevant funds but remain subject to our safeguarding arrangements throughout.

19.5. No FSCS. The Account is not covered by the Financial Services Compensation Scheme. No other compensation scheme applies in relation to the Account.

20. Changes to these Account Terms

20.1. We may change these Account Terms by giving you at least two months’ notice on a durable medium (for example by email or by making them available via the Platform in downloadable form that meets durable medium requirements), unless a shorter period is permitted or required by Applicable Payment Law.

20.2. If you do not accept a change, you may terminate the Agreement and close your Account without charge by notifying us within the notice period. If you do not notify us and continue to use the Account after the change takes effect, you will be treated as having accepted the change, to the extent permitted by Applicable Payment Law.

20.3. If any term becomes inconsistent with legal requirements, we will treat it as modified to the minimum extent necessary to comply, and we will make operational changes as soon as reasonably practicable.

21. Suspension, termination and closure

21.1. Closure by you. You may close the Account via the Platform or by contacting Customer Services.

21.2. Termination by us on notice. We may close the Account by giving you at least two months’ notice, unless we are entitled to close immediately under clause 21.3.

21.3. Immediate suspension/closure. We may suspend or close the Account immediately (and without prior notice where legally permitted) if:
• information you provided is false, misleading or materially incorrect;
• we know or reasonably suspect fraud, money laundering, terrorist financing, sanctions breaches or other illegal activity;
• you have reached an Account Limit and the restriction is required for risk control;
• you breach a material part of the Agreement (including clause 11);
• we are required to do so by law, regulation, scheme rules or direction of a competent authority;
• you fail to pay Fees or other sums due; or
• we reasonably suspect a breach of sanctions/financial crime requirements.
21.4. Effects of suspension/closure. On suspension/closure we may:
• block access to the Account and refuse to process Instructions;
• hold funds while we complete checks, investigate, or comply with legal obligations; and
• apply set-off under clause 9.3.
You remain liable for Transactions authorised before suspension/closure and for Fees and other sums due. Where permitted by law and without compromising security or financial crime controls, we will provide you with the general basis for our action and keep any restrictions under review.
21.5. Our commitment. We commit to act proportionately, provide reasoning for our actions (where lawful), and to ease/return funds as soon as reasonably practicable once constraints lift.

21.6. Returning remaining funds. After closure, we will return any remaining Available Balance to a nominated bank account in your name (or as otherwise required by law) via an available payment method, subject to:
• completion of required verification and compliance checks;
• any holds required by law or scheme rules; and
• any set-off under clause 9.3.
21.7. Unclaimed balances. We will hold remaining safeguarded funds in accordance with Applicable Payment Law. You may claim them at any time subject to verification requirements and statutory limitation periods. Where permitted by law, we may deal with unclaimed balances after a defined period following reasonable attempts to contact you, without affecting your statutory rights. For clarity, any unclaimed balance remains safeguarded for your benefit in accordance with the Electronic Money Regulations 2011, subject to Applicable Payment Law and any applicable limitation periods.

22. Liability and indemnity (regulated services)

22.1. No exclusion where unlawful. Nothing in these Account Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under law.

22.2. Foreseeable loss. We are not responsible for loss or damage that is not foreseeable. This does not limit any liability we have where Applicable Payment Law requires us to refund or remedy an unauthorised or incorrectly executed Transaction.

22.3. Business loss exclusions (where permitted). If you use the Account for business purposes, then to the maximum extent permitted by law we will not be liable for loss of profit, loss of business, business interruption, or loss of business opportunity. This does not apply to the extent Applicable Payment Law requires liability or a refund.

22.4. Security and third-party systems. We are not liable for losses caused by events outside our reasonable control or by third-party systems (including payment schemes and intermediary banks), except to the extent required by Applicable Payment Law (including where Applicable Payment Law requires us to be responsible for correct execution or refunds).

22.5. Your indemnity. You will indemnify us (and our partners, sponsors, service providers and group companies) on demand for losses, liabilities, costs (including reasonable legal fees), damages and expenses arising out of or in connection with:
• your breach of the Agreement (including by an Account Manager);
• fraud, intent or gross negligence by you or an Account Manager;
• Transactions executed in accordance with the Unique Identifier or Account Details you provided, pt to the extent we are required to bear that loss under Applicable Payment Law; and
• third-party claims relating to your use of the Account,
except to the extent caused by our fraud, wilful misconduct or negligence, or where such indemnity is limited by Applicable Payment Law. For clarity, you do not indemnify us to the extent (and only to the extent) we are required to bear the relevant loss, make a refund, or provide another remedy under Applicable Payment Law.

23. Confidentiality

23.1. You must keep confidential our Confidential Information and any Security Credentials. You may disclose Confidential Information only to your professional advisers who are bound by duties of confidentiality or where disclosure is required by law.

23.2. This clause survives termination.

24. Notices (durable medium)

24.1. How we will contact you. We will provide required notices and information about these Account Terms and regulated services on a durable medium, which may include email or making the notice available via the Platform in a downloadable format that meets durable medium requirements, consistent with Applicable Payment Law. Operational messages may also be sent via the communication methods described in the Platform Terms.

24.2. How you contact us. You may contact us (including to give notices under these Account Terms) via Customer Services using the contact details provided on the Platform or at: [email protected]. An email notice will be treated as received on the Business Day it is sent if sent before 5:00pm UK time, otherwise on the next Business Day, provided the sender does not receive an error message indicating non-delivery.

24.3. Deemed receipt. Unless proved otherwise, notices are deemed received in accordance with the deemed receipt provisions in the Platform Terms, except where Applicable Payment Law requires a different approach for regulated notices.

24.4. You must keep your contact details up to date.

25. General

25.1. Assignment. You may not assign or transfer your rights or obligations under these Account Terms without our prior written consent. We may assign or transfer our rights and obligations under these Account Terms at any time.

25.2. Third party rights. No person who is not a party to the Agreement has any right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

25.3. Severability. If any provision is held invalid or unenforceable, the remainder will continue in effect.

25.4. Entire agreement. These Account Terms, together with the other documents listed in clause 2.1, form the entire agreement relating to your Account and the Platform.

26. Governing law and jurisdiction

26.1. These Account Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales.
26.2. The courts of England and Wales will have exclusive jurisdiction, subject to any mandatory rights you have to bring proceedings elsewhere under applicable law.