Paynetics UK Collection Account – Terms and Conditions

1. Who we are

We are Paynetics UK Limited. Where these terms refer to “Paynetics”, “we”, “us” or “our”, this means Paynetics UK Limited, a limited company in England and Wales (company number: 12481335) with its head office and registered address at Salisbury House, Office 409, 29 Finsbury Circus, London, EC2M 5SQ. We operate the website at https://www.paynetics.digital/. We are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 942777) for the issuing of electronic money.

2. Summary of our services

2.1. The following terms have the following meanings in these terms:

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

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

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

“Authorised Person(s)” means your legal representative and/or the individual(s) who you have authorised via the Platform to provide us with instructions and requests and otherwise communicate with us on your behalf;

“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

“Charity” means a body whose annual income is less than £1 million and is (a) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of “charity”); (b) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005; (c) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008;

“Collection Account” means a payment account provided by us to you with a dedicated IBAN, account number and sort code linked to it which we open and operate in your name for the purpose of receiving inbound Faster Payments from your customers;

“Confirmation of Payee” means the account name checking service used to verify that the name of an account holder matches the sort code and account number provided;

“External GBP Account” means the single UK account in GBP, held in your own name with a financial institution other than us, being: (a) the only account which we will allow you to execute payments to, from your Collection Account; (b) the account you provide us with the details of through the Platform when you are onboarded; (c) the account which we approve as your account for these purposes. You may connect only one such account, and any change to it requires our approval;

“Faster Payments” means a payment made via the Faster Payments Scheme operated by Pay.UK;

“Manual Withdrawal” means a payment (which is not a Sweep Payment) which you request to send money from your Collection Account to your External GBP Account;

“Micro-Enterprise” has the meaning set out in the Payment Services Regulations 2017 which is (generally) an enterprise which (together with its group companies), at the time at which a transaction is entered into, employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed €2M;

“Payment” means a Sweep Payment or a Manual Withdrawal;

“Platform” means the platform operated by the Technical Provider which allows you to (amongst other things) (a) view the balance of money in your Collection Account; (b) amend details of your External GBP Account; (c) request Manual Withdrawals; (d) view the details of the transactions on your Collection Account.

“Push Payment” means a payment of money from your Collection Account to another account, including a Payment.

“Sweep Payment” means us sending all money (if any) credited to your Collection Account to your External GBP Account at the end of each Business Day; and

“Sweep Payment Order” means your payment order for us to execute a Sweep Payment submitted via the Platform;

“Technical Provider” means Fena Labs Ltd, being a company incorporated in England with registered number 12358683 and registered address at 4 Thomas More Square, Thomas More Square, London, Greater London, England, E1W 1YW. Fena Labs has the account information service provider permission and the payment initiation services provider permissions from the Financial Conduct Authority;

“Website” means the following website: www.fena.co or www.app.fena.co

2.2. If you sign up to use our collection account service and we accept you as a client, we will provide you with a Collection Account with the ability to execute Payments.

2.3. The Collection Account is provided to you solely as a collection account. It is used to receive inbound Faster Payments and to hold those funds pending settlement to you. You may only move money out of the Collection Account to your External GBP Account (being an account held in your own name), whether by way of a Sweep Payment or a Manual Withdrawal. You cannot use the Collection Account to make payments to any third party.

2.4. Inbound Faster Payments are received into your Collection Account from your customers, using the Platform operated by the Technical Provider. We will only execute a payment out of your Collection Account to your External GBP Account if we have first carried out a Confirmation of Payee check.

3. These terms

3.1. This document sets out the terms and conditions of our collection account service. It also sets out other important things that you need to know. These terms and conditions, along with the fees page, which you can access by clicking on the following link [Fena to insert] (the “Fees Page”), apply to the collection account service and form a legal agreement (the “Agreement”) between you and us.

3.2. You can terminate these terms at any time by contacting our customer services team, using the contact details set out in clause 27.1 (the “Customer Relations Centre”). We can terminate these terms for any reason by providing you with at least 90 days written notice, including the reasons for termination, information on how you may complain to us, and information about your right to refer the matter to the Financial Ombudsman Service, if you are an eligible complainant. Notice may be delivered by email.

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

(a) the web application which enables you to access your Collection Account is developed, provided and maintained by the Technical Provider;

(b) we operate your Collection Account and execute Sweep Payments and Manual Withdrawals for you. If you have any queries in this regard, please contact our Customer Relations Centre;

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

4. Information on your Collection Account

4.1. Your Collection Account differs from bank accounts in that money in your Collection Account:

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

(b) will not accrue interest;

(d) will be safeguarded, as explained in clause 6.

4.2. Your Collection Account is credited by inbound Faster Payments made to it by your customers, from their own payment accounts, using the Platform operated by the Technical Provider. We will credit your Collection Account with cleared funds received in this way.

4.3. You may be charged a fee every time your Collection Account is credited. Please see the Fees Page for more information. The minimum amount to credit your Collection Account is also indicated in the Fees Page.

4.4. The balance of your Collection Account should never exceed the limits set out in the Fees Page.

4.5. We will deduct the amount of each Payment together with the relevant fees from your Collection Account, when a Payment is executed.

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

4.7. We may refuse or not be able to credit your Collection Account if:

(a) it would breach a restriction placed upon you (please see clause 12 and the Fees Page);

(b) your Collection Account becomes inactive, blocked or terminated;

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

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

5. Authorised Persons

5.1. You require at least one Authorised Person to provide us with instructions and otherwise communicate with us on your behalf. You must provide us with the names and contact details of all persons you wish to be Authorised Persons by following the instructions on the Platform or otherwise, as may be instructed by us from time to time.

5.2. An Authorised Person must notify us immediately by following the instructions on the Platform or otherwise, as may be instructed by us from time to time, when you no longer want one of your Authorised Persons to be able to give us instructions and communicate with us on your behalf. We will accept no liability for acting on the instructions of an Authorised Person when you no longer wanted them to give us instructions and otherwise communicate with us on your behalf and you did not tell us this.

6. How we protect money in your Collection Account

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

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

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

6.4. Money will not be safeguarded by us, on your behalf, when it is deducted from your Collection Account, for example because you have executed a Payment.

7. Payments executed from your Collection Account

7.1. Money subject to each Payment and the associated fees will be deducted from your Collection Account. We do not guarantee that any particular payment method will be made available to you.

7.2. You may move money out of your Collection Account only to your External GBP Account, either by way of an automated Sweep Payment or by requesting a Manual Withdrawal. We will not execute any payment from your Collection Account to any account other than your External GBP Account.

7.3. When making a request for a Manual Withdrawal, you will need to let us know the amount of money you wish to be subject to the Manual Withdrawal.

7.4. We carry out a Confirmation of Payee check on your External GBP Account when your External GBP Account is first connected and whenever those details change. Where the check does not return a full match, the Technical Provider will relay the outcome to you so that you can decide whether to proceed. The Confirmation of Payee system produces four possible outcomes:

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

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

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

7.5. You should take extreme caution when placing a request to execute a Payment, where the name you have provided us with does not match, exactly or at all, the name on the account with the sort code and account number you have provided us with. We will not reimburse you if you execute a Payment even though: (i) the name of the beneficiary you have provided us with did not match the name on the account with the sort code and account number you have provided us with as per (b) or (c) above; or (ii) the outcome from the Confirmation of Payee system is ‘unavailable’ as per (d) above.

7.6. If you think that you have provided us with incorrect details in relation to the External GBP Account, you must contact us via the Customer Relations Centre as soon as possible.

7.7. Automatic Sweep Payment Order. If there is any money credited to your Collection Account at the end of any Business Day, then you agree, by accepting these terms, for the balance of your Collection Account, less any fees, charges and other amounts due to us (as set out on the Fees Page), to be sent to your External GBP Account.

7.8. Manual Withdrawal Order. You may request a Manual Withdrawal of some or all of the balance of your Collection Account to your External GBP Account via the Platform.

7.9. How long will it take for money sent via a Payment to reach the beneficiary account? In most cases your External GBP Account will be credited within 4 hours of the order for the Payment being made. We are obliged to ensure that the External GBP Account will be credited by the end of the Business Day following the receipt of the order for the Payment.

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

8. Access to your Collection Account by third party providers

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

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

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

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

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

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

9. Your obligations to keep the Collection Account and Platform safe

9.1. You and your Authorised Persons must take all reasonable steps to keep your Collection Account, the Platform and your and your Authorised Persons’ password or passcode used to gain access to the Platform (the “Password”) safe. This includes you and your Authorised Persons:

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

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

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

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

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

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

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

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

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

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

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

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

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

(iii) are identical to previously selected passwords;

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

9.2. You have to notify us via the Customer Relations Centre if you believe there has been unauthorised use of your Collection Account or anyone who shouldn’t be able to may be able to use or access the Platform, your Collection Account or security details.

9.3. We will make all reasonable efforts to stop the use of the Platform after receiving a notification from you.

9.4. We may restrict or block your Collection Account if:

(a) we are concerned about the security of the Collection Account;

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

(d) we receive an instruction to do so by a regulatory authority or government agency;

(e) this Agreement is terminated for any reason;

(f) you ask us to do so;

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

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

9.6. The Collection Account will be unblocked or re-activated as soon as possible after the reasons for blocking cease to exist.

10. Authorised push payment scams

10.1. Unless we state below that we will not reimburse you, we will reimburse you the amount of money that you have lost as a result of an APP Scam, up to the maximum level of reimbursement for APP Scams set by the Payment Systems Regulator (which you can view on its website at https://www.psr.org.uk/ or on our website at https://www.paynetics.digital/app-fraud/), less an excess of £100, where all of the following apply:

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

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

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

(ii) via the Faster Payments scheme or CHAPS.

10.2. We will not deduct an excess from the amount we reimburse you if the person who made the request to execute the Push Payment on your behalf was a Vulnerable Customer at the time the relevant Push Payment was executed, and the vulnerability affected their ability to protect themselves from the APP Scam. A Vulnerable Customer means a natural person who, due to their personal circumstances, is especially susceptible to harm - particularly when a firm is not acting with appropriate levels of care. You cannot be a Vulnerable Customer if you are an incorporated entity, such as a company or limited liability partnership. You may be a Vulnerable Customer if you are a sole trader or a partner in an unincorporated partnership.

10.3. We will not reimburse you under this clause if any of the following applies:

(a) we determine that you:

(i) are a party to the fraud;

(ii) are claiming fraudulently or dishonestly; or

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

(b) any of the circumstances in paragraph 10.1(c) of the reimbursement clause above are not met;

(d) we can demonstrate that you have, as a result of gross negligence, failed to comply with one or more of the requirements of the Consumer Standard of Caution and this had a material impact on your ability to protect yourself from the scam, unless the person who placed the request to execute the Push Payment was a Vulnerable Customer at the time and this had a material impact on their ability to protect themselves; or

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

10.4. The Consumer Standard of Caution requires you to:

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

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

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

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

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

(b) you rely on a Confirmation of Payee match as proof that you are not the victim of an APP Scam.

10.6. We may require you to provide declarations as to your status (i.e. whether you are a Micro-Enterprise or a Charity), or information enabling us to determine your status at the time of the APP Scam payment. If you confirm an untrue status, or provide untrue or misleading information as to your status, you may not be entitled to an APP Scam reimbursement and we may reject your claim. If your status changes from what you previously notified to us (for example, you become a large corporate having been a Micro-Enterprise, or vice versa), you must notify us immediately via the Customer Relations Centre.

10.7. If you are entitled to a refund as a result of being the victim of an APP Scam, we will reimburse you within five Business Days of you telling us about the APP Scam, unless we “stop the clock”. We are entitled to “stop the clock” to gather further information to assess your claim. If we do so and ask you for additional information and/or documents, you must cooperate in good faith and provide all information and/or documents reasonably requested that are within your possession or knowledge. If we “stop the clock”, we must in any event decide whether your claim is to be reimbursed within 35 Business Days of you telling us about the APP Scam.

10.8. If you think you are entitled to reimbursement under this clause, please contact the Customer Relations Centre as soon as possible.

11. Liability for unauthorised and incorrectly executed payments

11.1. If:

(a) money sent by us via a Payment did not reach the beneficiary account at all or by the end of the Business Day following the day upon which the payment was instructed; or

(b) money sent by us via a Payment has been sent without your authorisation,

then you must contact us via the Customer Relations Centre as soon as possible, and in any event within 13 months of the date of the relevant transaction (if you are a Charity or a Micro-Enterprise) and 4 months otherwise.

11.2. You are entitled to a refund where:

(a) money did not reach the beneficiary account; or

(b) money sent via a Payment has been sent without your authorization,

and you have notified us within the timeframe set out in clause 11.1.

11.3. You are not entitled to any refund:

(a) where you have acted fraudulently or have intentionally or with gross negligence failed to keep your Collection Account, the Platform or the Password safe (including in accordance with clause 9) unless you told us about this before the Payment was made. For example, we wouldn’t make a refund if you gave someone your Password and they made a Payment without you knowing about it;

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

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

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

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

12. Restrictions on your use of our services

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

12.2. You cannot use our services:

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

(b) for any activities listed on the Website as prohibited;

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

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

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

(g) for products or services for the processing or aggregation of payments by third parties, other than the receipt of payments from your own customers into your Collection Account and the sweeping or withdrawal of those funds to your External GBP Account in accordance with these terms;

(h) for money laundering;

(i) for terrorist financing or propaganda;

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

12.3. We can stop providing you with our services if you breach this clause 12.

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

(a) limits on minimum amount your Collection Account can be credited by;

(b) a maximum balance of your Collection Account;

12.5. We may:

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

(b) refuse to execute a Payment if it would breach a restriction.

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

13. Complaints

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

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

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

13.4. If:

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

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

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

13.5. If:

(a) you are not an eligible complainant; or

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

then you may refer your complaint to the courts in accordance with clause 17.9, should you not be satisfied with our final response.

14. Where can you get information on how we handle personal data?

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

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

15. Our duty of confidentiality

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

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

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

(b) the Technical Provider;

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

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

16. Information we require and checks we carry out when onboarding you as a client and throughout the term of our relationship

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

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

(b) carry out an electronic verification check and/or credit check via a third-party provider on,

you, your directors, officers, shareholders, partners, trustees, beneficiaries and/or beneficial owners (as appropriate).

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

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

16.4. You are responsible for carrying out customer due diligence, anti-money laundering checks and sanctions screening on your own customers, including the individual senders whose payments fund your Collection Account and any beneficiaries to whom you make onward payments, in accordance with your own registrations and applicable law. We do not carry out these checks on your customers. You must maintain appropriate policies, procedures and controls for this purpose and provide us with information about them on request.

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

16.6. We may require additional documentation and information from you during the lifetime of these terms. You should provide us with true and complete information and/or documents upon onboarding as a client and during the lifetime of these terms. If you do not provide us with the information or documentation we require, we may withhold our services and restrict access to your funds to the extent permitted by applicable law until we receive the documentation or information that we require. If you provide us with false or misleading information and/or documents, we may withhold our services and restrict access to your funds to the extent permitted by applicable law and terminate this Agreement in accordance with the applicable termination provisions of this Agreement and applicable law.

17. Other important terms

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

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

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

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

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

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

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

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

17.9. Unless you take your complaint to the Financial Ombudsman Service (in accordance with clause 13) and the Financial Ombudsman Service is satisfied that your complaint falls within its jurisdiction, the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims) and any transaction to which these terms apply or its subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to these terms.

18. Fees and exchange rates

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

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

19. Indemnity

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

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

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

19.2. We may deduct any monies you owe us in accordance with clause 19.1 from your Collection Account and if you do not have sufficient funds, this will result in your Collection Account having a negative balance.

20. Negative balance

20.1. If any action results in a negative balance in your Collection Account, you must credit the Collection Account by the amount of the negative balance immediately using a method we will make available to you for this purpose.

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

(a) suspend your Collection Account;

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

21. Statements

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

22. Late or incorrectly executed credits to your Collection Account

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

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

23. General liability

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

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

(b) you acting fraudulently or with gross negligence;

(d) your failure to use the Collection Account in accordance with this Agreement;

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

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

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

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

24. Term of this Agreement

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

25. Freezing your Collection Account

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

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

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

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

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

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

(f) if we have good reason to believe that you continuing to use your Collection Account could damage our reputation or goodwill;

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

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

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

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

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

(ii) you or one or more of your partners suspend payment of your debts, make or take steps with a view to making any moratorium, assignment, composition or similar arrangement with creditors, have a receiver appointed in respect of some or all assets, are the subject of a bankruptcy petition, application or order, or have anything similar to any of the events described in this clause 25.1(k) happen to you anywhere in the world;

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

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

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

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

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

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

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

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

(viii) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 25.1(k);

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

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

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

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

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

(ii) protection from your default;

(iii) protection from market failure;

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

(v) protection from loss by us.

25.2. If you become aware of the occurrence or likely occurrence of any event referred to in clause 25.1, you shall notify us immediately.

25.3. If we close or suspend your Collection Account, we will not allow your Collection Account to be credited.

26. Withdrawal of funds

26.1. You can withdraw all or part of the money credited to your Collection Account by executing a Payment. The standard fees (if any) for these transactions will apply.

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

26.3. Any transfer of funds will be made in the currency of the account to which you want your money to be sent. Accordingly, if this is different to the currency of the Collection Account, your money will be exchanged at the exchange rate (if applicable) prevailing at the time of processing the transfer.

26.4. We will not transfer any remaining balance in your Collection Account if you make the request more than 6 years after the date of termination of this Agreement, to the extent permitted by applicable law.

27. How you can contact us

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

Telephone (open from 8 am to 8 pm from Monday to Sunday): +442036953648

Email: support@fena.co

Writing: Fena Labs Ltd

27.2. To report unauthorised access to your Collection Account, please contact us via email to support@fena.co (available 24 hours a day).

28. How we can contact you

Call you or text you: The telephone number you provide us with when being onboarded as a client, as updated by you from time to time.

Email: The email address you provided us with when being onboarded as a client, as updated by you from time to time.

Write to you: The address you provide us with when being onboarded as a client, as updated by you from time to time.

In the event of security threats or fraud: We will contact you via SMS, telephone or email.

28.1. If we contact you in the event of security threat or fraud, we will never ask you to give your full security details or ask you to transfer money to a new account for security reasons.

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

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