Terms and Conditions

FINPAYTECH TERMS & CONDITIONS

1.General Information

1.1. Who are we?

FinPayTech Limited (‘FinPayTech’ ‘we’, us’, ‘our’) is a private limited liability company incorporated under the laws of England and Wales, registered with the Companies House under number 08659844, having its registered office address at 79 Atlantic Road, London, SW9 8PU, UNITED KINGDOM and authorised by the Financial Conduct Authority (‘FCA’) under the number 900144 as an Electronic Money Institution. You can find precise information on the type of authorisation and services that FinPayTech is allowed to provide on the website of the FCA if you click the following link https://register.fca.org.uk/s/firm?id=0014G00002YwPbiQAF.

1.2. What are these Terms?

FinPayTech Account Terms and Conditions (‘Terms’) is a binding legal agreement between you (‘Client’) and FinPayTech. These Terms regulate your usage of our Services, FinPayTech Account, the FinPayTech Payment Platform, as well as your and FinPayTech’s obligations and rights. By clicking on the ‘I Agree’ button, you are entering into a legally binding agreement with FinPayTech that allows you to use FinPayTech Account, the FinPayTech Payment Platform and our Services.

If you are a corporation (meaning you are not a consumer, a micro-enterprise, or a charity with an annual income of less than GBP 1 million), you agree that regulations 40-62 (inclusive), 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of the Payments Services Regulations 2017 (the ‘PSRs;) do not apply to these Terms and contractual relationships between you and FinPayTech.

1.3. What is a FinPayTech Account?

The FinPayTech Account is a multicurrency payment account held in your name by FinPayTech which is used for the execution of payment transactions. FinPayTech is an Electronic Money Institution, and you should be aware that payment accounts of Electronic Money Institutions are different from payment accounts of other financial institutions.

FinPayTech is not a bank and as such, we cannot pay you interest, and your funds are not protected by the Financial Services Compensation Scheme (FSCS) or any other compensation scheme.

Unlike a bank, we cannot use your funds for our own purposes, and we must safeguard your funds. We use the segregation method to protect your funds. We hold them on safeguarding accounts of duly authorised credit institutions until we receive an order to execute a transaction.

1.4. Services we offer

These Terms regulate the following Services: a) e-money issuance, b) money remittance, c) placement of funds and receiving of transfers to you FinPayTech Account d) withdrawal of funds from your FinPayTech Account by executing various payment transactions e) currency exchange. If you want to use our service, which allows you to accept payments via cards, you should use an Application Form for Acquiring service and accept Terms & Conditions Acquiring Services, which is a separate agreement.

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1.5. What is the FinPayTech Payment Platform?

Once you open a FinPayTech Account, you will be able to use the FinPayTech Payment Platform, and our Services for business purposes. The FinPayTech Payment Platform is the name for our web and app interfaces that allow you to: a) top-up your FinPayTech Account, b) send money to and receive money from other FinPayTech Accounts and non-FinPayTech Accounts c) exchange currency, manage your FinPayTech Account d) get information about your FinPayTech Account, e) contact our support team, f) access other features of our Payment Platform.

Only in exceptional circumstances, as explained in Clause 3.3., we may allow you to use our Services not through our Payment Platform (e.g., we may allow you to provide us with payment payment orders via audio calls).

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1.6. Business days

Our business days are all days other than a Saturday, Sunday or public holiday in England on which banks are open for normal banking business in London, the United Kingdom.

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1.7. How to contact us?

If you are an existing client, you can use the FinPayTech Payment Platform to contact our support. If you don’t have access to our Payment Platform, you can use the website chat-bot or send an e-mail to support@finpaytech.co.

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2. FinPayTech Account Opening

2.1. Who can open a FinPayTech Account?

Bodies corporate and individuals that are at least 18 years old can open a FinPayTech Account. We are primarily a B2B service provider, and we mainly provide services to sole traders, and bodies corporate. However, we do make exceptions and private individuals may be allowed to open an account with us.

We may allow a private individual or sole trader to have separate FinPayTech Accounts for different businesses and/or business and personal use, but our support should be contacted first. We may close down any additional FinPayTech Accounts opened without our permission without informing you first.

You should note that only a duly authorised representative can open a FinPayTech Account on behalf of a body corporate. You cannot open a FinPayTech Account on someone else’s behalf, or if you already have a FinPayTech Account.

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2.2. How can you open a FinPayTech Account?

Currently, bodies corporate, sole traders, and private individuals can fill in the Application Form available on our website.

By accepting these Terms, you make a promise that you have full authority to enter into the agreement and meet the obligations under it and confirm that any authorised person has your authority to act on your behalf and that they have agreed to abide these Terms.

2.3. What information do you need to provide us with?

The Application Form will show you the information you need to provide. We are a regulated financial institution and we have to identify our clients, learn about their business, comply with various regulations (e.g., sanction lists) and determine whether onboarding is allowed according to our risk policies. Hence, the Application Form will show you different types of documents and information you will have to provide to us based on the type of business entity (e.g., different information is required for corporations, partnerships, sole traders, and private individuals).

We may also ask you to provide us with any additional information and documents not mentioned in the Application Form.

You must provide us with the information and documents that are true, accurate and up to date; otherwise we may choose not to provide you with our Services, or, if you already have an account, we may decide to close your FinPayTech Account and terminate our contractual relationships.

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2.4. When we refuse to open a FinPayTech Account

We have no obligations to open a FinPayTech Account for you. For example, we may refuse to open a FinPayTech Account if: a) we suspect that information you provided is not accurate; b) your business model is not clear to us; c) opening a FinPayTech Account is against our regulatory obligations; d) our risk policies prohibit us to do so, or for any other reason that is not mentioned above, but could put us at risk of violating our legal or regulatory obligations.

It will be clear whether we can open you a FinPayTech Account only after you complete and submit the Application Form and provide us with all additional documents we may require.

In some situations, we may open a FinPayTech Account on a conditional basis by imposing on your FinPayTech Account certain restrictions that we will notify you at the time of opening of a FinPayTech Account. In such case, it will be at your discretion whether to use it with the applicable restrictions or not.

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3. Usage of your FinPayTech Account

3.1. Authorised User

By Authorised User we mean a person who is authorised to access the FinPayTech Payment Platform, and submit and authorise various orders (e.g., currency exchange, sending money to another FinPayTech client) on your behalf. For bodies corporate, Authorised User is an authorised representative who can act on behalf of such a body corporate and is registered with FinPayTech. Sole traders and private individuals are Authorised Users themselves and they cannot add additional users. Every Authorised User is bound by these Terms and will be prompted to accept them when loging into the FinPayTech Payment Platform.

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3.2. Multiple Users

A body corporate may request an authorisation of several persons to have access to its FinPayTech Account and establish a multiple-signature requirement for the submission and authorisation of orders. Each additional Authorised User, whether it is an employee or a third-party, must undergo the identification and verification procedure to be registered with us. You can contact our support to request the authorisation of a new user.

You authorise us to treat and execute all orders and actions by all users authorised to act on your behalf (your Authorised Users) as if you had given that order or carried out that action yourself.

It is your responsibility to withdraw authority granted by you from any Authorised User (for example, after you terminate a contract with a director). You are also responsible for all orders and actions relating to these Terms by all users authorised to act on your behalf.

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3.3. Orders and Actions

By orders we mean currency exchange orders and all orders relating to payment transactions. By actions we mean all actions (excluding orders) that you can make via our Payment Platform or request via our support. For example, an instruction to transfer funds to another FinPayTech client is an order, and a change of your address is an action, regardless of whether you do it manually or request our support to do it. You should be aware that orders may be irrevocable while, usually, actions are revocable.

In case of client action to place an order for currency conversion, FinPayTech reserves the right to change the conversion rate at any time without additional agreement with the client.

FinPayTech reserves the right to execute the currency conversion within 2 working days in the case of a conversion at the standard conversion rate and within 5 working days in the case of a customer requesting a better conversion rate.

Some actions may be conducted only via our support as explained in these Terms (e.g. adding an additional Authorised User). Orders are usually placed only via the Payment Platform; however, there are exceptions. In certain exceptional situations (e.g. service downtime), we may allow you to use all available means of communication to submit an order. We will notify you as soon as possible when such exceptional situations arise.

You bear a certain risk when you place your orders and make actions not via our Payment Platform (e.g. via calling our support directly), and must ensure that you can prove the existence and content of all communications relating to submitting orders and making actions not via our Payment Platform.

We use the word ‘instructions’ to describe both your orders and actions. You indemnify us from any liability whatsoever regarding the performance, non-performance or bad performance of instructions you given by e-mail, voice calls, letters and our means of communication that are not relating to our Payment Platform.

You must provide us with all the information we may ask (e.g., the information that proves your identity and authority to make an instruction). At any time, the instructions from you must be sufficient, complete, accurate, precise and reliable to avoid mistakes as you authorise us to rely on them. We shall not be held liable for the delay in the execution of any of your instructions when we require additional information and perform the validation of such information.

FinPayTech will not execute orders relating to transactions or products with which FinPayTech does not work in the ordinary course of its business. Moreover, we will not act on your instructions if you fail to uphold obligations you have towards us (e.g., you do not have sufficient funds to pay required fees or you do not provide us with the information we may require). Finally, we want to protect your funds, and we will refuse to carry out instructions if we have any doubts concerning the identity of the person giving the instructions or of the beneficiary of a transaction. Additionally, we may terminate or cancel any order already booked including currency exchange for which the completion has become uncertain or impossible.

We are storing electronic records relating to your instructions, and by accepting these Terms, you recognise that such electronic records constitute prima facie evidence in case there is a dispute regarding the validity of instructions given to us.

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3.4. Orders via third-party service providers

We may allow you to submit your orders via third-party service providers (payment initiation service providers, or account information service providers). In such a situation, the authorisation of the order will be completed and submitted to FinPayTech in accordance with the terms and conditions applicable to such third-party service providers and any other applicable guidelines and rules established by FinPayTech. When you authorise a third-party service provider to access your FinPayTech Account, we may disclose certain information to the third-party service provider about your FinPayTech Account. We shall not be liable for any instructions coming via the third-party service provider or its usage of any information relating to your FinPayTech Account. Even if you instruct us via a third-party service provider, you still have obligations and responsibilities under these Terms.

3.5. Account information

You may access various information relating to your FinPayTech Account, such as balances in various currencies or transactions you made. You should not entirely rely on such information and note that FinPayTech Account statements may be subject to error or omission of calculation or entry.

3.6. Account limits

Your FinPayTech Account may be subject to limits associated with maximum balance and transactions. Limits may be different for each FinPayTech Account holder. You can check the FinPayTech Payment Platform to see the limits applicable to your FinPayTech Account. We will notify you within a reasonable time if we plan to increase or decrease the limits applicable to you and provide you with the explanations where possible.

You can also contact our support if you want to increase the limits applicable to your FinPayTech Account.

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3.7. Usage Rules and Security

Your funds can be safe only if you follow certain rules and take precautionary measures. You and all your Authorised Users must keep secure login details including login name and all passwords that allow to access the FinPayTech Payment Platform and give us instructions. You must at least:

use a dedicated e-mail, unique login details, and passwords meaning that they are not reused across other online accounts;
contact us immediately if you lose a device that you use to store passwords in or for authentication purposes (e.g. your phone);
contact us immediately if you suspect that your FinPayTech Account has been compromised, security credentials have been stolen, lost, used without your authorisation or otherwise compromised. You should change your password if you are sure that this is a safe action. Any undue delays in notifying us and taking mitigation actions may affect the security of your FinPayTech Account and also result in you being responsible for financial losses;
change your passwords regularly;
not share your details with anyone except in situations where you use authorised third-party services providers to give us instructions and access your FinPayTech Account information;
not allow anybody to know the password of your device or software you use to store passwords;
not allow anybody to use the device that stores your passwords and the e-mail you use to log into our Payment Platform;
not allow anybody to log in with your credentials into our Payment

Platform or watch how you log in.

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4. How will we communicate with you?

We want to communicate with you and provide you with information about any service and software updates, changes to these Terms any other relevant changes and updates. We also need communication channels to contact you when there is a security threat or when your FinPayTech Account was adversely affected by any external or internal event.

You should always be able to receive messages from us, and we cannot be liable for any consequence or loss as a result of your inability to receive our messages. By providing your contact details you authorise us to contact you by the means of using any of such contact details. We advise you to keep copies of all our communications with you.

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4.1. Communication via our Payment Platform

We will usually contact you through our Payment Platform. After you log in, you will see the tab ‘Messages.’ You will receive automated and personalised messages through the FinPayTech Payment Platform. If you are accessing the Payment Platform via a mobile, you should also always have the latest version of the mobile application of our Payment Platform. Additionally, you should make sure that you have access to our Payment Platform as the safety of your FinPayTech Account may depend on your access. You must notify us immediately if you or your Authorised Users cannot recover the access without our help.

A message via the Payment Platform will be deemed received the same day unless we receive a delivery failure report or other message showing a failure to deliver. If this day is not a business day, a message via the Payment Platform shall be deemed delivered or received by you on the next business day.

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4.2. Communication via other means

We may use the following means of communication in addition to our Payment Platform:

E-mail. We will mainly use e-mail to notify you that you received a message through our Payment Platform. We may also send you an e-mail when we are required to provide you with information on a durable medium. An e-mail will be deemed received the same day unless we receive a delivery failure report or another message showing a failure to deliver. If this day is not a business day, an e-mail shall be deemed delivered or received by you on the next business day.‍
SMS and audio calls. We will try to reach you by SMS and audio calls if we believe it is necessary to protect your FinPayTech Account. You should call us if you cannot access our Payment Platform or if there is an urgency. An SMS will be deemed received the same day unless we receive a delivery failure report or other message showing failure to deliver.‍
Letter. We will send you letters only if you request so (e.g., you need a printed copy of these Terms). A letter will be deemed ‘received’ three business days after it was sent, if it is sent to an address in the United Kingdom, or five business days after it was sent if it is sent to an address not in the United Kingdom.

By using other communication channels other than our Payment Platform, you bear the risk arising from transmitting the information via the Internet and third parties over which we do not have control. You should be aware that communication channels we do not control are not per se confidential and secure.

4.3. Language

Unless we have an agreement with you, whether tacit or explicit, to use another language, English is a primary language for all our communications with you.

5. Your obligations towards us

FinPayTech is a financial institution. We have to create certain obligations for our clients so we can comply with regulatory requirements applicable to us and provide services to you. Failure to comply with your obligations may lead to the closure of your FinPayTech Account and the termination of your contractual relationships with FinPayTech.

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5.1. Provision of information and documents

To comply with various rules applicable to us we are obliged to monitor you and your business. If you want to use our Services, you must provide us by all available means, with accurate information and documents when there is any change to the information and documents you provided us with during a FinPayTech Account opening process. Such changes may include, among other things, changes to the name/business entity name, civil status, nationality or address/registered office, commercial purpose. Furthermore, for bodies corporate, the examples of changes requiring notification are changes in respect to its beneficial owners and the persons authorised to represent it, including Authorised Users.

The obligation exists even if the information is publicly available. You must notify us promptly and provide us with all corresponding documents as soon as possible.

You also have to provide FinPayTech with all information and documents, which FinPayTech may request, to comply with our regulatory obligations and internal policies.

All information and documents you provide to us must be true, accurate and up to date.

5.2. Fees

You are obliged to pay FinPayTech for the Services provided. Fees may differ for different clients. The difference in the fees usually depends on the plan you have chosen during an application and on your business profile. You can check Fees applicable to your FinPayTech Account via the FinPayTech Payment Platform.

We may change fees applicable to your FinPayTech Account by notifying you within a reasonable time, which usually will be at least 2 months prior notice. If you continue to use our services after the day the change was made, it means that you accept fees applicable to your FinPayTech Account.

You have to pay us fees, commissions, duties, charges and other amounts that may be due including:

transaction fees, monthly maintenance fees and other fees you will find by logging into our Payment Platform;
fees relating to opening, and closing of your FinPayTech Account;
fees for registration of additional Authorised Users;
inactivity fee;
foreign currency exchange markup;
fees when we close your FinPayTech Account, but you do not remove funds within a reasonable amount of time. We will charge a fee for keeping your funds after the closure of your FinPayTech Account and termination of these Terms if as explained in Clause 9.3. and 9.5.
deficit amounts. We do not allow clients to overdraw their FinPayTech Accounts, but deficient amounts may appear due to a technical or another mistake, as explained in Clauses 6.4. and 7.5.

You give us a right to set-off and authorise us to use all legally permissible means to collect the money you owe to us including the situations where you were charged less than stipulated under the applicable fee schedule, and we notice it within 24 months from the day mistake has happened.

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5.3. Compliance with legal obligations

You shall ensure that, in all your dealings with us, you comply with any legal, regulatory or other obligations such as but not limited to your tax obligations in relation to the funds held with us. You are responsible for all consequences such as financial or criminal sanctions, and we shall not bear any responsibility in that respect. You should consult relevant legal or other advisers in case of doubt as to your exact obligations.

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6. Incoming Transfers

Funds can come to your FinPayTech Account from various sources. For example, you could top-up your FinPayTech Account yourself, accept a payment via our acquiring platform, which is possible only if you accepted Terms & Conditions Acquiring Services, or another FinPayTech client could send you money to remunerate you. In this Section we want to explain to you the rules applicable to incoming transfers.

6.1. Registration of incoming transfers

Usually, FinPayTech registers the funds coming to your FinPayTech Account no later than by the end of the business day when we received them. Thus, if we receive your funds, not on a business day, you should wait until the end of the next business day.

By ‘receive’ we mean that funds being transferred to you actually entered any of FinPayTech’s Accounts (credited to our accounts) opened with a relevant payment service provider. We credit your FinPayTech Account under the condition of actual and unconditional receipt of the funds by us.

You should note that we may deduct any charges indicated in your fee schedule for processing the payment.

6.2. When we refuse to accept funds

As we are a financial institution, we reserve the right at any time to refuse any incoming transfers to your FinPayTech Account. Usually, we will not credit your FinPayTech Account and we will send incoming funds back when we are required to do so under regulations applicable to us, when you fail to provide sufficient documentation to substantiate the transfer (which shall be determined to be sufficient in our sole and absolute discretion), where there is a risk that execution of transfer may have a negative impact on us (whether financial or otherwise), and when we have to do so according to our risk policies. For example, we will refuse to accept funds if they are coming from a sanctioned jurisdiction or entity.

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6.3. Mandatory currency conversion

You can log into our Payment Platform and check the currencies we support. If there is an incoming payment to your FinPayTech Account in a currency that we do not support, we may elect to convert it into the currency we consider primary for you and in which your FinPayTech Account is designated or we may send it back to the sender.

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6.4. Dealing with mistakes

Mistakes may happen and your FinPayTech Account may be credited with more funds than it was supposed to. These Terms allow us to correct any mistakes by a simple entry in our accounting books. We may correct such errors at any time without formal notice from the moment we discover a mistake. We are allowed to do so even if there was a prior expressed or tacit approval of the balance of your FinPayTech Account.

If, after such a book entry, your FinPayTech Account has insufficient funds to cover the mistake, there will be a deficit in your FinPayTech Account you have to repay, as you, in fact, drew more money than your account held. We will notify you about such a deficit within a reasonable time. You cannot make any objections and request from us a refund or restitution by claiming that we made a mistake or that you believed in good faith that you are the beneficiary of such funds.

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7. Outgoing Transfers

You may use various payment methods to make outgoing transfers via our Payment Platform. For example, you can send money by making a SEPA credit transfer or use Faster Payments to send money in GBP. In this Section we want to explain when and how we debit your FinPayTech Account and other rules applicable to outgoing transfers.

7.1. Information required

It is not possible to make payment orders without filling in information forms via our Payment Platform. However, as we explained in Section 3.3., we may allow submitting orders by other means. In any case, you should provide us at least the following information:

the amount and the currency of a transaction;
the credentials of the beneficiary;
the number of the payment account opened with the beneficiary’s payment services provider including when applicable beneficiary’s International Bank Account Number (IBAN) or beneficiary card number if you make an Original Credit Transaction (Card-to-Card transfer);
information regarding beneficiary’s payment service provider including the Bank Identifier Code (BIC);
reasons for transfer and reference to underlying documents under which it is being carried out.

We have the right to request any other information and documents that are necessary for us to comply with regulatory requirements and our risk policies. For example, we may require more information relating to the identify the beneficiary, or we may require you to show us the contract that you referred to.

You should provide us with true, accurate and up-to-date information.

Otherwise, we will not execute your payment order.

7.2. When do we refuse to make outgoing transfers?

We may refuse to execute your payment instructions when we are required to do so by third-parties (e.g., other payment service providers we partner with to make payments), regulatory requirements, when you fail to provide sufficient documentation to substantiate the transfer (which shall be determined to be sufficient in our sole and absolute discretion), where there is a risk that transfers are fraudulent or may be fraudulent, where there is a risk that execution of transfer may have a negative impact on us (whether financial or otherwise), or our risk policies.

Moreover, you will not be able to make an outgoing transfer if you have insufficient funds to make such a transfer, including the situation where you cannot cover our fees.

7.3. Currency conversion

If you make a transfer in a currency different from currencies supported by the beneficiary payment account, a currency conversion may be done by the beneficiary’s receiving institution, unless you submitted a currency exchange instruction to us, which is possible if we support automatic currency exchange for such a transaction. If we carried out the currency exchange and the transaction was not successful, we will return your funds in the original currency. It means that the amount you will receive may be lower or higher than the original amount. We are not responsible for any losses you may incur relating to such a transaction.

7.4. Taxes, duties, restrictions and other measures applied by authorities

Funds debited from your FinPayTech Account may be subject to taxes, duties, restrictions and other measures applied by the authorities of the country of the respondent financial institution. We do not bear any responsibility and make any commitment to you relating to the measures mentioned above or any other measures beyond our control.

If you are required by law to withhold any withholding or similar tax from any payment to be made, the amount of the payment shall be increased to an amount which (after making any applicable withholding) leaves an amount equal to the payment which would have been due if no withholding or similar tax had been applied.

7.5. Incorrect debits

Mistakes may happen, and your FinPayTech Account may be debited with the amount that is less than a correct amount. These Terms allow us to correct any mistakes by a simple entry in our FinPayTech accounting books. We may correct such errors at any time without formal notice from the moment we discover a mistake. We are allowed to do so even if there was a prior expressed or tacit approval of the balance of your FinPayTech Account.

If, after such a book entry, your FinPayTech Account has insufficient funds to cover the mistake, there will be deficit in your FinPayTech Account you have to repay, as you, in fact, drew more money than your account held. We will notify you about such deficit within a reasonable time. You cannot make any objections and request from us a refund or restitution by claiming that we made a mistake or that you believed in good faith you are the beneficiary of such funds.

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8. Our rights

We are entitled to certain rights under these Terms in order to provide you with Services. It is essential for you to know our rights as they may affect you. This Section explains our rights not mentioned in other Sections of these Terms.

8.1. Collection and verification of information

We may collect and verify the information and documents relating to you presented by you and third-party service providers (e.g., sanction screening service provider). They are operating in a different manner from credit reference agencies and do not leave a footprint on your credit history, in case that your verification will be referred to a credit reference agency, you will be informed about it prior to us running any checks.

8.2. Usage of third-party service providers

FinPayTech may use third-party service providers to provide you with Services, monitor your activity, and for other reasons. For example, we can use identity verification services to identify and verify you.

8.3. Change our Payment Platform features and Service we offer

We may change configurations, product specifications, upgrades, layouts, options and any other specifications of our Payment Platform at any time without prior notification. We may also change, and in exceptional circumstances, limit or restrict any aspect of our Services at any time without prior notification.

You can terminate these Terms according to Section 9.5 if you do not like the changes.

8.4. Offering Access to Third-party Service Providers

We have the right to offer you various services offered by our partners, including software-as-a-service service providers, saving account providers, investment services providers, business loans providers, and so on. We will ensure that such third-party service providers are properly screened and authorised. If you want to use third-party services via our Payment Platform, you will be asked to accept the terms of service of the relevant third-party service provider. We may get a commission or any other remuneration from your usage of third-party service providers.

8.5. Compliance with orders of various authorities and third-parties

You accept that the UK authorities and foreign authorities, including courts and police, may interfere with our provision of the Services to you. You can be affected in many ways. For example, your FinPayTech Account may be subject to investigations and measures, including information bans, freezing orders, seizures or sequestrations in foreign countries and the UK. You accept that all consequences of such compulsory measures shall be valid with regard to and against you, your funds and your FinPayTech Account. We may be required to freeze your funds or even debit them from your FinPayTech Account. We retain the right to freeze funds held on your FinPayTech Account or to take any other measures we consider necessary when we become aware of any actual or alleged unlawful undertakings, or if there is a claim by a third party on the funds held in your FinPayTech Account.

We have the right to take any measure we consider appropriate to ensure compliance with regulatory or judicial measures, orders and to protect our interests and reputation before debiting or crediting your FinPayTech Account.

9.Closing, suspension of FinPayTech Account, termination of these Terms

9.1. Suspension and restrictions

We can temporarily suspend, discontinue, limit or restrict any aspect of our services without any prior notifications and explanations. It means that we may prevent you from making outgoing payments and we may decline all incoming payments. We may also impose certain restrictions on your FinPayTech Account (e.g., prohibit you from making SWIFT payments).

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9.2. Closing FinPayTech Account

We can decide to close your FinPayTech Account permanently without any prior notifications and explanations. This means that we will permanently decline all incoming payments to your FinPayTech Account. If we are allowed to do so by the relevant authorities and law, we will allow you to transfer funds left on your FinPayTech Account to a payment account opened in your name with a financial institution from the United Kingdom, the European Economic Zone or the country of your residence/incorporation.

9.3. Termination of these Terms by us

Once we decide to close your FinPayTech Account, we will notify you that these Terms will be terminated within two (2) months. This means that your FinPayTech Account will be closed, but you will be able to access our Payment Platform to get all the data you need within two (2) months. If there are funds left after the two (2) month period lapses, we will charge you for keeping the funds until you provide us with an instruction to transfer them to a payment account opened in your name with a financial institution from the United Kingdom, the European Economic Zone, or the country of your residence/incorporation. You should note that Sections 5, 8,10, and 11 and all other liability and indemnification provisions shall survive the termination.

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9.4. Reasons for the suspension, restriction, or closure of your FinPayTech Account, and termination of the Terms

We want you to understand that we will not suspend or close your FinPayTech Account without a valid reason. We will suspend, restrict, or close a FinPayTech Account, among other things, when:

you provide us with information and documents that we believe are not true or not accurate;
you do not promptly provide us with information we have requested from you, or you do not reply to our inquiries at all;
you violated or attempted to violate these Terms;
you caused us damage or created a threat giving rise to such damage;
we have a suspicion which you cannot remove that you are engaged in any illegal activity;
we discovered circumstances that showed us that the provision of services to you is prohibited under our risk policies. For example, we may discover that a person affiliated with you is under sanction or your corporate structure became too complex without any apparent economic reason;
we discover circumstances that show that the provision of services to you is against our regulatory obligations. For example, if after we open you a FinPayTech Account, your director becomes sanctioned, we will have to close your FinPayTech Account and terminate these Terms;
we are required to do so by our partners, such as clearing systems, card schemes, other financial institutions.
at any point in time, we are unable to identify and validate a beneficial owner(s) of a client which is a body corporate. For example, it may happen after body corporate has issued bearer shares or other bearer securities;
any competent regulatory authority, including any relevant law enforcement authority, supervision authority, tax authority, court or bailiff, has given us lawful order to arrest, freeze funds held on your FinPayTech Account or to cease or suspend providing part or all services to you;
we discovered that we are prohibited from providing services to you under any applicable law or under a direct order by a regulator or government;
we discovered that your business, albeit legal, is contrary to public policy or standards of decency or that the provision of services to you is a threat to our reputation or that it may lead to any kind of liability claim;
we discovered that the provision of Services to you is an economic burden on us;
your actions violate the duty of good faith;
on your account there are no funds and you have not made any operations on the account for more than three (3) months;
we retain the right to suspend your access to account if your account has a negative balance until the debt has been paid in full.
we have reasonable concerns about the security of your FinPayTech Account, or we suspect unauthorised or fraudulent use of your FinPayTech Account. In such a situation we may suspend your FinPayTech Account until we are sure that your FinPayTech Account is safe;
we decided to stop providing services to all or most clients due to an event beyond our control or because of significant changes in our business. For example, it may be decided that FinPayTech shall stop providing services to you after reorganisation.

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9.5. Termination of the Terms by you

You have the right to terminate the Terms by notifying us at least one (1) month in advance. We will close your FinPayTech Account on the date you indicate in your notification to us. If there are funds left after your FinPayTechAccount is closed, we will charge you for keeping the funds until you provide us with an instruction to transfer them. If any reason mentioned in Clause 9.4 arises before we close your FinPayTechAccount, and if we are allowed by law or any relevant authority, we will allow you to transfer funds left on your FinPayTech Account only to a payment account opened in your name with a financial institution from the United Kingdom, European Economic Zone, or the country of your residence/incorporation. You should note that Sections 5, 8, 10, and 11 and all other liability and indemnification provisions shall survive the termination.

10. Liability

Our ability to exclude liability is limited by various statutory provisions, including the PSRs. We consider that as the law allows us to exclude liability, whether tacitly or explicitly, it is adequate to exclude liability when we are allowed to do so. Hence, we do exclude our liability to the maximum extent permitted by law. You should also note that if you are an individual who uses our services in the course of her/his business, you may not be protected by consumer protection laws.

10.1. No guarantees, warranties and representations

We are dedicated to making sure that you can use our services without any interruptions; however, we do not warrant or guarantee that your usage of our Services, Payment Platform or website will be uninterrupted or error-free. We provide you with Services on an ‘as is’, ‘as available’ basis. We also do not make representations of any kind whatsoever for the Services or the content, materials, information and functions made accessible via Payment Platform or website.

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10.2. Liability exclusion

Except for the liability we cannot exclude under applicable laws, and in addition to other excluded liability under these Terms, the liability is excluded for:

any delays in the execution of any order in situations when the information provided by you is insufficient, or there is a reasonable doubt that the information is reliable;
any losses relating to the suspension, restriction or closure of your FinPayTech Account including losses relating to the closure of additional FinPayTech Accounts opened without our permission;
any act or omission of any third party involved in the payment process;
any service interruptions, including but not limited to, system failures, delays, disruptions or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of transactions, and our Services;
any faults, mistakes or inaccuracies of any kind in our Services;
for the fraudulent use by a third party of the actual or electronic signature (whether such signature be authentic or forged, or abuse being made thereof by an unauthorised person), payment password which are required to submit instructions;
any losses arising from not following rules explained in Clause 3.7;
any damages caused by the transmission of false, inaccurate, misleading, outdated or incomplete data or instructions by you;
any losses suffered by our clients as a result of any action taken on the basis of existing information that has been supplied to us by them in the event that a change to such information has not been notified to us;
any business losses such as loss of profit, loss of business, business interruption, or loss of business opportunity;
any damages arising from any events beyond our reasonable control which are likely to interrupt, disorganise or disturb, totally or partially, our services including (without limitation) acts of God, interruptions of our telecommunications system, any industrial action, labour dispute fire, flood or storm, war, riot, civil commotion, security alert, the act of terrorism or associated event, act of sabotage or vandalism, virus, compliance with any law or order, power cut failure, computer system malfunction including software hardware and internet connectivity, lockouts, boycotts and picketing, irrespective of us being itself a party to the conflict or of our functions being only partly affected thereby, extraordinary fluctuations in any financial markets that may materially affect our or your ability to perform obligations under the Terms.

10.3. Implied terms

Insofar as, and to the extent that the same is permitted by law, all implied terms are excluded from the Terms.

11. Data Protection and Disclosure of Information

We are dedicated to protecting your data and, we owe you a duty of confidentiality. However, this duty is not absolute as there are various exceptions such as disclosure under the compulsion of law, disclosure when it is necessary due to our or public interest. Moreover, in some circumstances, to provide Services to you we need your consent to disclose information about you.

We shall not be liable for disclosing information about you in the situations explained in these Terms and our Privacy Policy.

By accepting the Terms, you authorise us to control and process your data, including the data of business entity representatives (which are usually Authorised Users), and beneficial owners. It is important to understand that you must get a consent from the person the data of whom you disclose to us. Furthermore, you will have to explain and clarify the implications of this Section to the person. This means that, you must at least inform all your representatives and beneficial owners of the existence and content of the instructions and authorisations to data transfers set out in these Terms. Moreover, you have to confirm that you have obtained the latter’s consent as well as the mandate to consent on their behalf to all data transfers set out in these Terms. You consent to all data transfer instructions and authorisations set out in the Terms on behalf of your representatives and beneficial owners. Additionally, by agreeing to these Terms, you also agree to indemnify and hold us harmless from and against any and all liabilities arising in relation to disclosure and transfer of data explained in these Terms, including the situations when there are claims by representatives and beneficial owners that they have not consented to the transfer of data.

Below you will find a non-exclusive list of situations in which we are allowed to disclose information about you. More information can be found in our Privacy Policy.

By accepting these Terms, you expressly instruct and authorise us to:

transfer information about you, your representatives and beneficial owners (if you are a body corporate) when we are required to do so by domestic or foreign laws and regulations (usually such legislation is with extraterritorial effect), or by domestic and foreign authorities (including courts and tax authorities);
to conduct searches in records we store and pass information to organisations involved in fraud prevention in order to protect ourselves and you from theft and fraud. If you give us false or inaccurate information and we suspect a fraud, we will record this and pass such information to financial and other organisations without any liability should the claim fail;
to disclose information that is necessary to identify you and contact you upon your request, or requests from other financial institutions that ensure the provision of our payment services to you (e.g.credit institutions we use to safeguard your funds) and the fulfilment of obligations towards competent authorities or a third party with a justified interest;
to disclose data relating to transfers to specialised intermediaries such as SWIFT. Processing of data related to transfers may take place in centres established in the United Kingdom, the European Economic Zone (‘EEA’) countries, in the US, and other countries pursuant to local regulations. You should be aware of the fact that the authorities of such countries and foreign authorities may request access to such data in the context of the fight against money laundering and terrorism or for other legitimate reasons. Hence, we may disclose data about you when laws, regulations or international payment systems require the person placing a payment order and the beneficiary to be identified. By agreeing to these Terms, you agree that, where funds are to be transferred, we may have to disclose your personal data together with the transfer documents;
disclose all items of information required for the proper execution of the transfer. We will need to provide information to the payment systems operator for such transfer, which may be located in the United Kingdom or abroad. You accept that such items of information may be subject to processing outside the United Kingdom.

12. Intellectual Property

You are not granted intellectual property rights under these Terms. You may only use FinPayTech Properties only for your personal use and solely as necessary in relation to our Services. Our Properties include any software (including without limitation, our Payment Platform, acquiring platform, APIs, developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including any specifications and integration guides), hardware components, as well accessories (including any authorisation device), developed and provided by FinPayTech, our affiliates, or partners to you, or available for download from our website or any of our platforms (our Payment Platform and acquiring platform). Our Properties are all part of FinPayTech’s trade secrets and confidential information, even though some of the components or confidential information may or may not be protected under the current state of the law by intellectual property rights. In any case, we prohibit you to:

distribute free of charge or against payment, transfer, sublicensing, granting rights in the Service or our Properties to any person or entity;
distribute free of charge or against payment, transfer, translate into any other language any written materials included in our Properties.
modify, copy, tamper with, reproduce, adapt or otherwise create derivative works of all or part of the existing and future hardware and software components of our Properties;
reverse engineer, disassemble, or decompile our Properties or the Services or apply any other process or procedure to derive the source code of any software included in our Properties or as part of the Services.

13. Your complaints

We understand that sometimes things can go wrong and you may encounter issues when using our Services.

If you are unhappy with our Services, you are encouraged to send us a complaint via our Payment Platform. We do accept complaints via all other means, but we recommend you to use the FinPayTech Payment Platform. With the aim of finding a solution as fast as possible and avoiding disruptions, you are encouraged to provide us with the factual background of your complaint as well as with all the relevant information and documents.

We will try to address your complaint as soon as possible. Usually, you will receive a response and proposed solution within fifteen business days after the complaint was received. In case of exceptional circumstances, it will take thirty-five business days.

If we fail to meet the time limits specified above, or your complaint has not been resolved to your satisfaction, eligible complainants (complainants that are not corporations as explained in Clause 1.2), may be entitled to refer the complaint to the Financial Ombudsman Services (‘FOS’) for further investigation. Complaint forms for businesses and consumers are available at https://www.financial-ombudsman.org.uk.

Alternatively, FOS contact details are available at https://www.financial-ombudsman.org.uk/contact-us

14. Other Important Clauses

These Terms include clauses standard for financial service agreements. You may contact us, and we will explain to you the meaning of these clauses. You must read them carefully as they may affect your rights.

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14.1. Interpretation

Unless the context otherwise requires:

a) references to FinPayTech and you include permitted successors and assigns;

b) references to statutory provisions include those statutory provisions as amended or re-enacted from time to time;

c) references to one gender includes a reference to the other genders;

d) references to “including” or “includes” shall be deemed to have the words “without limitation” inserted after them; and

e) examples are provided for illustrative purposes and do not limit the scope of the clauses.

Words in the singular include the plural and those in the plural include the singular.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

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14.2. Assignment of rights, death and legal incapability

You are not permitted to assign your rights or delegate your obligations under these Terms, including the events of mergers and acquisitions unless an authorised representative of FinPayTech provides written consent.

In the unfortunate event of your, your representatives or beneficial owners death or legal incapability we must be notified in writing as soon as possible by the rightful beneficiaries, their authorised representative or the persons representing you. If permitted by law, we may replace your representatives or beneficial owners in contractual relationships with us after the appropriate documents proving their rights have been produced. We are allowed to terminate these Terms in the case of the aforementioned changes in our sole and absolute discretion and without being subject to any liability in a manner provided in Clause 9.3.

14.3. Severability

If any term or condition of these Terms is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms and conditions set forth herein shall, wherever possible, remain in full force and effect and shall in no way be affected, impaired or invalidated, and you and FinPayTech shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by a term or condition. It is hereby stipulated and declared to be the intention of a client concerned and FinPayTech that they would have executed the remaining term and conditions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

14.4. Amendments

We may at any time amend these Terms by giving you at least two (2) months’ prior written notice. We may make an amendment by way of a separate document which shall then form an integral part of these Terms. We will provide you with such a document together with a corresponding notice.

Regardless of the one month notice requirement stipulated in Clause 9.5, you can terminate these Terms by contacting us via Payment Platform and expressing your disagreement with the proposed amendments of these Terms prior to them taking effect. If you do not terminate an agreement within two (2) months, it means that you have accepted the amendments.

14.5. Governing Law and Jurisdiction

The relationship between you and FinPayTech is governed by the laws of England and Wales. All disputes are of the exclusive competence of the Courts of England and Wales. You and FinPayTech waive any objection to the Courts of England and Wales on the grounds of inconvenient forum or otherwise as regards proceedings in connection herewith and agree that a judgment or order of such a Court shall be conclusive and binding on both you and FinPayTech and may be enforced against both you and FinPayTech in the Courts of any other jurisdiction.

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14.6. Entire Agreement

These Terms are intended to fully reflect the terms of the original agreement between you and FinPayTech. No provision of these Terms shall be considered waived unless such waiver is in writing and signed by both you and FinPayTech. No waiver of any provision in the Terms, however, will be deemed a waiver of any subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive your and FinPayTech’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof. Neither you nor FinPayTech shall be bound by any undertakings, representations or warranties not enshrined in these Terms unless these Terms stipulate otherwise.